As filed with the Securities and Exchange Commission on April 26, 2011
25, 2014

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

o¨REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

þxANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2010

2013

OR

o¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to                    

OR

o¨SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report

Date of event requiring this shell company report

Commission file number 001-31914

(CHINESE CHARACTOR)

LOGO

(Exact name of Registrant as specified in its charter)

China Life Insurance Company Limited

(Translation of Registrant’s name into English)

People’s Republic of China

(Jurisdiction of incorporation or organization)

16 Financial Street

Xicheng District

Beijing 100033, China

(Address of principal executive offices)

Yinghui Li

16 Financial Street

Xicheng District

Beijing 100033, China

Tel: (86-10) 6363-1191

Fax: (86-10) 6657-5112

Email: liyh@e-chinalife.com

(Name, Telephone, Email and/or Facsimile Number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which registered
American depositary shares New York Stock Exchange
H shares, par value RMB1.00 per share New York Stock Exchange*

*Not for trading, but only in connection with the listing on the New York Stock Exchange of American depositary shares, each representing 15 H shares.

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None.

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None.

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

As of December 31, 2010,2013, 7,441,175,000 H shares and 20,823,530,000 A shares, par value RMB1.00 per share, were issued and outstanding. H shares are listed on the Hong Kong Stock Exchange. A shares are listed on the Shanghai Stock Exchange. Both H shares and A shares are ordinary shares.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.þx  Yeso¨  No

If this report is an annual report or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.o¨  Yesþx  No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.þx  Yeso¨  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).o¨  Yeso¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See the definitionsdefinition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filerþx  Accelerated filero¨ Non-accelerated filero¨

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S.GAAPo International Financial Reporting Standards as issued by the International Accounting Standards Boardþ Otherso

U.S.GAAP¨International Financial Reporting Standards as issued by the International Accounting Standards Board  x    Other  ¨

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.o¨  Item 17o¨  Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).o¨  Yesþx  No

 

 


CHINA LIFE INSURANCE COMPANY LIMITED

TABLE OF CONTENTS

   1  

   2  

   4  

   5  
 Item 1. 
   5  
 Item 2. 
   5  
 Item 3. 
   5  
     A. 
   5  
    B.Capitalization and Indebtedness   10  
     9
C. 
   910  
    D.Risk Factors   10  
Item 4.D. Risk FactorsInformation on the Company   929  
     A. 
25
   2529  
    B.Business Overview   32  
    C.B. Business OverviewOrganizational Structure   2878  
    D.Property, Plants and Equipment   80  
Item 4A.    C. Organizational StructureUnresolved Staff Comments   6980  
 Item 5. 
71
71
   7180  
    A.Operating Results   96  
    B.A. Operating ResultsLiquidity and Capital Resources   86111  
     C. 
101
104
104
104
104
105
105
110
112
113
113
113
113
   114  
    D.Trend Information   114  
    E.C. Interests of Experts and CounselOff-Balance Sheet Arrangements   118115  
    F.Tabular Disclosure of Contractual Obligations   115  
Item 8. Financial Information6.Directors, Senior Management and Employees   118115  
    A.Directors and Senior Management   115  
    B.A. Consolidated Financial Statements and Other Financial InformationCompensation   118121  
    C.Board Practices   123  
    D.B. Significant ChangesEmployees   120124  
     E. 
120
   125  
Item 7.Major Shareholders and Related Party Transactions   125  
    A.Item 10. Additional InformationMajor Shareholders125
    B.Related Party Transactions   126  
    C.Interests of Experts and Counsel   135  
Item 8.A. Share CapitalFinancial Information   126135  
    A.Consolidated Financial Statements and Other Financial Information   135  
    B.B. Articles of AssociationSignificant Changes   126137  
    C.Embedded Value   137  
Item 9.C. Material ContractsThe Offer and Listing   141143  
Item 10.Additional Information   143  

i


    A.Share Capital   143  
    B.D. Exchange ControlsArticles of Association   142144  
    C.Material Contracts   159  

    D.E. TaxationExchange Controls   142159  
     E. 
150
150
150
151
151
158
158
158
158
158
   160  
    F.Dividends and Paying Agents   168  
    G.Statement by Experts168
    H.Documents on Display168
    I.Subsidiary Information168
Item 11.Quantitative and Qualitative Disclosures about Market Risk168
Item 12.Description of Securities Other Than Equity Securities177
    A.Debt Securities177
    B.Warrants and Rights177
    C.Other Securities177
    D.American Depositary Shares177

PART II

178
Item 13.Defaults, Dividend Arrearages and Delinquencies   160178  
 Item 14. 
   160178  
     A. 
   160178  
    B.Use of Proceeds   178  
Item 15.B. Use of ProceedsControls and Procedures   160179  
Item 16A.Audit Committee Financial Expert   180  
Item 15. Controls and Procedures16B.Code of Ethics   160180  
 Item 16C. 
161
161
   162180  
 Item 16D. 
   162180  
 Item 16E. 
   162180  
 Item 16F. 
   162181  
Item 16G.Corporate Governance   182  
Item 16G. Corporate Governance16H.    Mine Safety Disclosure   162184  

PART III

   184  
Item 17.PART IIIFinancial Statements   165184  
Item 18.Financial Statements   184  
Item 17. Financial Statements19.Exhibits   165185  
165
165
Exhibit 1.1
Exhibit 4.4
Exhibit 8.1
Exhibit 12.1
Exhibit 12.2
Exhibit 13.1

ii


FORWARD-LOOKING STATEMENTS

This annual report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements state our intentions, beliefs, expectations or predictions for the future, in particular under “Item 4. Information on the Company”, “Item 5. Operating and Financial Review and Prospects” and “Item 8. Financial Information—Embedded Value”.

The forward-looking statements include, without limitation, statements relating to:

future developments in the insurance industry in China;

the industry regulatory environment as well as the industry outlook generally;

the amount and nature of, and potential for, future development of our business;

the outcome of litigation and regulatory proceedings that we currently face or may face in the future;

our business strategy and plan of operations;

the prospective financial information regarding our business;

our dividend policy; and

information regarding our embedded value.

In some cases, we use words such as “believe”, “intend”, “anticipate”, “estimate”, “project”, “forecast”, “plan”, “potential”, “will”, “may”, “should” and “expect” and similar expressions to identify forward-looking statements. All statements other than statements of historical facts included in this annual report, including statements regarding our future financial position, strategy, projected costs and plans and objectives of management for future operations, are forward-looking statements. Although we believe that the expectations reflected in those forward-looking statements are reasonable, we can give no assurance that those expectations will prove to have been correct, and you are cautioned not to place undue reliance on such statements. Important factors that could cause actual results to differ materially from our expectations are disclosed under “Item 3. Key Information—Risk Factors” and elsewhere in this annual report, including in conjunction with the forward-looking statements included in this annual report. We undertake no obligation to publicly update or revise any forward-looking statements contained in this annual report, whether as a result of new information, future events or otherwise, except as required by law. All forward-looking statements contained in this annual report are qualified by reference to this cautionary statement.

1


CERTAIN TERMS AND CONVENTIONS

References in this annual report to “we”, “us”, “our”, the “Company” or “China Life” mean China Life Insurance Company Limited and, as the context may require, its subsidiaries. References to “CLIC” mean China Life Insurance (Group) Company and, as the context may require, its subsidiaries, other than China Life. References in this annual report to “AMC” mean China Life Asset Management Company Limited, the asset management joint venture established by us with CLIC on November 23, 2003. References to “CLPCIC” mean China Life Property and Casualty Insurance Company Limited, the property and casualty joint venture established by us with CLIC on December 30, 2006. References to “China Life Pension” mean China Life Pension Company Limited established by us, CLIC and AMC on January 15, 2007.

The statistical and market share information contained in this annual report has been derived from government sources, including the China Insurance Yearbook 2008,2011, the China Insurance Yearbook 2009,2012, the China Insurance Yearbook 20102013 and other public sources. The information has not been verified by us independently. Unless otherwise indicated, market share information set forth in this annual report is based on premium information as reported by the CIRC. The reported information includes premium information that is not determined in accordance with HKFRS, U.S. GAAP or IFRS.

References to “A shares” mean the RMB ordinary shares which have been listed on the Shanghai Stock Exchange since January 9, 2007.

References to “China” or “PRC” mean the People’s Republic of China, excluding, for purposes of this annual report, Hong Kong, Macau and Taiwan. References to the “central government” mean the government of the PRC. References to “State Council” mean the State Council of the PRC. References to the “CIRC” mean the China Insurance Regulatory Commission. References to “MOF” or “Ministry of Finance” mean the Ministry of Finance of the PRC. References to “Ministry of Commerce” mean the Ministry of Commerce of the PRC. References to “CSRC” mean the China Securities Regulatory Commission. References to “CBRC” mean the China Banking Regulatory Commission. References to “PBOC” mean the People’s Bank of China. References to “SAFE” mean the State Administration of Foreign Exchange of the PRC. References to “SAIC” mean the State Administration for Industry and Commerce of the PRC.

References to “HKSE” or “Hong Kong Stock Exchange” mean The Stock Exchange of Hong Kong Limited. References to “NYSE” or “New York Stock Exchange” mean the New York Stock Exchange. References to “SSE” or “Shanghai Stock Exchange” mean the Shanghai Stock Exchange.

References to “IFRS” mean the International Financial Reporting Standards as issued by the International Accounting Standards Board, references to “U.S. GAAP” mean the generally accepted accounting principles in the United States, references to “HKFRS” mean the Hong Kong Financial Reporting Standards, issued by the Hong Kong Institute of Certified Public Accountants, and references to “PRC GAAP” mean the PRC Accounting Standards for Business Enterprises (2006) applicable to companies listed in the PRC. Unless otherwise indicated, our financial information presented in this annual report has been prepared in accordance with IFRS.

References to “Renminbi” or “RMB” in this annual report mean the currency of the PRC, references to “U.S. dollars” or “US$” mean the currency of the United States of America, and references to “Hong Kong dollars”, “H.K. dollars” or “HK$” mean the currency of the Hong Kong Special Administrative Region of the PRC.

2


Unless otherwise indicated, translations of RMB amounts into U.S. dollars for presentation only in this annual report have been made at the rate of US$1.00 to RMB 6.6000,6.0537, the noon buying rate in the City of New York for cable transfers payable in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York on December 31, 2010.2013. No representation is made that Renminbi amounts could have been, or could be, converted into U.S. dollars at that rate on December 31, 20102013 or at all.
Translations of foreign currency amounts into RMB amounts for the purpose of preparing our audited consolidated financial statements included elsewhere in this annual report or our previous annual reports have been made at the exchange rates published by the PBOC.

Any discrepancies in any table between totals and sums of the amounts listed are due to rounding.

If there is any discrepancy or inconsistency between the Chinese names of the PRC entities in this annual report and their English translations, the Chinese version shall prevail.

3


PRESENTATION OF FINANCIAL INFORMATION

We prepare our consolidated financial statements in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB. We first adopted IFRS for our annual consolidated financial statements for the year ended December 31, 2009. Until and including our financial statements included in our annual reports on Form 20-F for the year ended December 31, 2008, we prepared our consolidated financial statements in accordance with HKFRS, with reconciliations to U.S. GAAP.

As required by First Time Adoption of International Financial Reporting Standards, or IFRS 1, financial results of the year ended December 31, 2008 included herein have been adjusted in accordance with IFRS and differ from the results reported previously.

4


PART I

ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS.

Not applicable.

ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE.

Not applicable.

ITEM 3.KEY INFORMATION.

A. SELECTED FINANCIAL DATA

Selected Historical Consolidated Financial Data

The following tables set forth our selected consolidated financial information for the periods indicated. We have derived the consolidated financial information from our audited consolidated financial statements included elsewhere in this annual report.

report or our previous annual reports.

We prepare our consolidated financial statements in accordance with IFRS as issued by the IASB. Until and including our financial statements included in our annual reports on Form 20-F for the year ended December 31, 2008, we prepared our consolidated financial statements in accordance with HKFRS, with reconciliations to U.S. GAAP. As required by IFRS 1, financial results of the year ended December 31, 2008 included herein have been adjusted in accordance with IFRS and differ from the results reported previously. See “Item 5. Operating and Financial Review and Prospects”.

You should read this information in conjunction with the rest of the annual report, including our audited consolidated financial statements and the accompanying notes, “Item 5. Operating and Financial Review and Prospects” included elsewhere in this annual report and the independent registered public accounting firm’s report.

reports.

Consolidated Statement of Comprehensive Income

 

   For the year ended December 31, 
   2009  2010  2011  2012  2013  2013 
   RMB  RMB  RMB  RMB  RMB  US$ 
   (in millions except for per share data) 

Revenues

       

Gross written premiums

   275,970    318,229    318,252    322,742    326,290    53,899  

Less: premiums ceded to reinsurers

   (158  (177  (232  (384  (556  (92
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net written premiums

   275,812    318,052    318,020    322,358    325,734    53,807  

Net change in unearned premium reserves

   (735  36    256    (232  (921  (152
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net premiums earned

   275,077    318,088    318,276    322,126    324,813    53,655  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Investment income

   38,890    48,872    60,722    73,243    82,816    13,680  

Net realized gains and impairment on financial assets

   21,244    15,841    (11,208  (26,876  5,793    957  

Net fair value gains/(losses) through profit or loss

   1,449    280    337    (313  137    23  

Other income

   2,630    2,757    2,772    3,305    4,324    714  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total revenues

   339,290    385,838    370,899    371,485    417,883    69,029  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Benefits, claims and expenses

       

Insurance benefits and claims expenses

       

Life insurance death and other benefits

   (74,858  (71,237  (101,349  (107,674  (193,671  (31,992

Accident and health claims and claim adjustment expenses

   (7,808  (8,740  (7,789  (7,898  (11,263  (1,861

Increase in insurance contracts liabilities

   (154,372  (199,655  (181,579  (184,990  (107,354  (17,734

Investment contract benefits

   (2,142  (1,950  (2,031  (2,032  (1,818  (300

Policyholder dividends resulting from participation in profits

   (14,487  (13,224  (6,125  (3,435  (18,423  (3,043

Underwriting and policy acquisition costs

   (22,936  (27,256  (27,434  (27,754  (25,690  (4,244

Finance costs

   (111  (304  (873  (2,575  (4,032  (666

Administrative expenses

   (18,719  (20,285  (21,549  (23,283  (24,805  (4,097

Other expenses

   (2,279  (3,351  (3,275  (3,304  (3,864  (638

Statutory insurance fund contribution

   (537  (599  (595  (609  (637  (105
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total benefits, claims and expenses

   (298,249  (346,601  (352,599  (363,554  (391,557  (64,680
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Share of profit of associates

   704    1,771    2,213    3,037    3,125    516  

Profit before income tax

   41,745    41,008    20,513    10,968    29,451    4,865  

Income tax

   (8,709  (7,197  (2,022  304    (4,443  (734
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net profit

   33,036    33,811    18,491    11,272    25,008    4,131  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Attributable to:

       

- Equity holders of the Company

   32,881    33,626    18,331    11,061    24,765    4,091  

- Non-controlling interests

   155    185    160    211    243    40  

Basic and diluted earnings per share(1)

   1.16    1.19    0.65    0.39    0.88    0.15  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Other comprehensive income

       

5


                 
  For the year ended December 31, 
  2008  2009  2010  2010 
IFRS RMB  RMB  RMB  US$ 
Consolidated Statement of Comprehensive Income (in millions except for per share data) 
                 
Revenues
                
Gross written premiums  265,656   275,970   318,229   48,217 
Less: premiums ceded to reinsurers  (156)  (158)  (177)  (27)
             
Net written premiums  265,500   275,812   318,052   48,190 
Net change in unearned premium reserves  (323)  (735)  36   5 
             
Net premiums earned  265,177   275,077   318,088   48,195 
             
Investment income  44,946   38,890   48,872   7,405 
Net realized gains/(losses) on financial assets  (5,964)  21,244   15,841   2,400 
Net fair value gains/(losses) through income  (7,194)  1,449   280   42 
Other income  3,420   2,630   2,757   418 
             
Total revenues
  300,385   339,290   385,838   58,460 
             
                 
Benefits, claims and expenses
                
Insurance benefits and claims                
Life insurance death and other benefits  (89,659)  (74,858)  (71,237)  (10,793)
Accident and health claims and claim adjustment expenses  (7,641)  (7,808)  (8,740)  (1,324)
Increase in insurance contracts liabilities  (134,649)  (154,372)  (199,655)  (30,251)
Investment contract benefits  (1,931)  (2,142)  (1,950)  (295)
Policyholder dividends resulting from participation in profits  (1,671)  (14,487)  (13,224)  (2,004)
Underwriting and policy acquisition costs  (24,200)  (22,936)  (27,256)  (4,130)
Administrative expenses  (16,652)  (18,719)  (20,285)  (3,073)
Other operating expenses  (3,409)  (2,390)  (3,655)  (554)
Statutory insurance fund contribution  (558)  (537)  (599)  (91)
             
Total benefits, claims and expenses
  (280,370)  (298,249)  (346,601)  (52,515)
             
                 
Share of results of associates  (56)  704   1,771   268 
Profit before income tax
  19,959   41,745   41,008   6,213 
Income tax  (685)  (8,709)  (7,197)  (1,090)
             
Net profit
  19,274   33,036   33,811   5,123 
             
Attributable to:                
- Equity holders of the Company  19,137   32,881   33,626   5,095 
- Non-controlling interests  137   155   185   28 
Basic and diluted earnings per share(1)
  0.68   1.16   1.19   0.18 
             
                 
Other comprehensive income/(loss)
                
Fair value (losses)/gains on available-for-sale securities  (61,622)  39,470   (13,666)  (2,071)
Amount transferred to net profit from other comprehensive income  4,878   (21,040)  (15,763)  (2,388)
Portion of fair value (losses)/gains on available-for-sale securities attributable to participating policyholders  11,702   (3,999)  7,983   1,210 
Share of other comprehensive income/(loss) of associates  291   (70)  (131)  (20)
Others  (3)     (1)  (0.15)
                 
Income tax relating to components of other comprehensive income/(loss)  11,260   (3,607)  5,362   812 
Other comprehensive income/(loss) for the year
  (33,494)  10,754   (16,216)  (2,457)
Total comprehensive income/(loss) for the year
  (14,220)  43,790   17,595   2,666 
Attributable to                
- Equity holders of the Company  (14,316)  43,626   17,423   2,640 
- Non-controlling interests  96   164   172   26 
(1) Numbers for the years ended December 31, 2008, December 31, 2009 and December 31, 2010 are based on the weighted average number of 28,264,705,000 shares in issue during such years.issue.

Consolidated Statement of Comprehensive Income

 

6

   For the year ended December 31, 
   2009  2010  2011  2012  2013  2013 
   RMB  RMB  RMB  RMB  RMB  US$ 
   (in millions except for per share data) 

Other comprehensive income that may be reclassified to profit or loss in subsequent periods:

       

Fair value gains/(losses) on available-for-sale securities

   39,470    (13,666  (45,576  8,864    (25,135  (4,152

Amount transferred to net profit from other comprehensive income

   (21,040  (15,763  11,054    26,876    (5,793  (957

Portion of fair value changes on available-for-sale securities attributable to participating policyholders

   (3,999  7,983    2,521    (2,635  2,635    435  

Share of other comprehensive income of associates under the equity method

   (70  (131  (201  167    (332  (55

Others

   —      (1  (1  —      —      —    

Income tax relating to components of other comprehensive income

   (3,607  5,362    7,989    (8,265  7,050    1,165  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Other comprehensive income that may be reclassified to profit or loss in subsequent periods

   10,754    (16,216  (24,214  25,007    (21,575  (3,564

Other comprehensive income that will not be reclassified to profit or loss in subsequent periods

   —      —      —      —      —      —    

Other comprehensive income for the year, net of tax

   10,754    (16,216  (24,214  25,007    (21,575  (3,564
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total comprehensive income for the year, net of tax

   43,790    17,595    (5,723  36,279    3,433    567  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Attributable to

       

- Equity holders of the Company

   43,626    17,423    (5,874  36,056    3,203    529  

- Non-controlling interests

   164    172    151    223    230    38  


Consolidated Statement of Financial Position

                 
  As of December 31, 
  2008  2009  2010  2010 
IFRS RMB  RMB  RMB  US$ 
Consolidated Statement of Financial Position (in millions) 
                 
Assets
                
Property, plant and equipment  16,720   17,467   18,946   2,871 
Investments in associates  7,891   8,470   20,892   3,165 
Held-to-maturity securities  211,929   235,099   246,227   37,307 
Loans  17,926   23,081   36,543   5,537 
Term deposits  228,272   344,983   441,585   66,907 
Statutory deposits-restricted  6,153   6,153   6,153   932 
Available-for-sale securities  424,939   517,499   548,121   83,049 
Securities at fair value through income  14,099   9,133   9,762   1,479 
Accrued investment income  13,149   14,208   18,193   2,757 
Premiums receivable  6,433   6,818   7,274   1,102 
Reinsurance assets  940   832   830   126 
Other assets  4,957   6,317   8,199   1,242 
Cash and cash equivalents  34,085   36,197   47,854   7,251 
             
Total assets
  987,493   1,226,257   1,410,579   213,724 
             
                 
Liabilities and equity
                
                 
Liabilities
                
                 
Insurance contracts  662,865   818,164   1,018,135   154,263 
Investment contracts  65,063   67,326   70,171   10,632 
Securities sold under agreements to repurchase  11,390   33,553   23,065   3,495 
Policyholder dividends payable  43,178   54,587   52,828   8,004 
Annuity and other insurance balances payable  4,980   5,721   8,275   1,254 
Premiums received in advance  1,811   1,804   1,880   285 
Other liabilities  11,057   11,978   13,746   2,083 
Deferred tax liabilities  10,344   16,361   11,776   1,784 
Current income tax liabilities  1,668   3,850   34   5 
Statutory insurance fund  266   137   194   29 
             
Total liabilities
  812,622   1,013,481   1,200,104   181,834 
             
                 
Equity
                
Share capital  28,265   28,265   28,265   4,283 
Reserves  84,447   102,787   100,512   15,229 
Retained earnings  61,235   80,020   79,933   12,111 
             
                 
Attributable to equity holders of the Company
  173,947   211,072   208,710   31,623 
             
                 
Non-controlling interests
  924   1,704   1,765   267 
             
                 
Total equity
  174,871   212,776   210,475   31,890 
             
                 
Total liabilities and equity
  987,493   1,226,257   1,410,579   213,724 
             

 

7

   As of December 31, 
   2009   2010   2011   2012   2013   2013 
   RMB   RMB   RMB   RMB   RMB   US$ 
   (in millions) 

Assets

            

Property, plant and equipment

   17,467     18,946     20,231     22,335     23,393     3,864  

Investment properties

   —       —       —       —       1,329     220  

Investments in associates

   8,470     20,892     24,448     28,991     34,775     5,744  

Held-to-maturity securities

   235,099     246,227     261,933     452,389     503,075     83,102  

Loans

   23,081     36,543     61,104     80,419     118,626     19,596  

Term deposits

   344,983     441,585     520,793     641,080     664,174     109,714  

Statutory deposits-restricted

   6,153     6,153     6,153     6,153     6,153     1,016  

Available-for-sale securities

   517,499     548,121     562,948     506,416     491,527     81,194  

Securities at fair value through profit or loss

   9,133     9,762     23,683     34,035     34,172     5,645  

Securities purchased under agreements to resell

   —       —       2,370     894     8,295     1,370  

Accrued investment income

   14,208     18,193     22,946     28,926     34,717     5,735  

Premiums receivable

   6,818     7,274     8,253     8,738     9,876     1,631  

Reinsurance assets

   832     830     878     948     1,069     177  

Other assets

   6,317     8,199     12,182     18,140     20,430     3,376  

Cash and cash equivalents

   36,197     47,854     55,985     69,452     21,330     3,523  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

   1,226,257     1,410,579     1,583,907     1,898,916     1,972,941     325,907  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities and equity

            

Liabilities

            

Insurance contracts

   818,164     1,018,135     1,199,373     1,384,537     1,494,497     246,873  

Investment contracts

   67,326     70,171     69,797     66,639     65,087     10,752  

Policyholder dividends payable

   54,587     52,828     46,368     44,240     49,536     8,183  

Bonds payable

   —       —       29,990     67,981     67,985     11,230  

Securities sold under agreements to repurchase

   33,553     23,065     13,000     68,499     20,426     3,374  

Annuity and other insurance balances payable

   5,721     8,275     11,954     16,890     23,179     3,829  

Premiums received in advance

   1,804     1,880     3,719     2,576     6,305     1,042  

Other liabilities

   11,978     13,746     13,968     16,435     18,233     3,012  

Deferred tax liabilities

   16,361     11,776     1,454     7,834     4,919     813  

Current income tax liabilities

   3,850     34     750     22     5     0.83  

Statutory insurance fund

   137     194     146     162     184     30  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

   1,013,481     1,200,104     1,390,519     1,675,815     1,750,356     289,139  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Equity

            

Share capital

   28,265     28,265     28,265     28,265     28,265     4,669  

Reserves

   102,787     100,512     83,371     112,428     96,913     16,009  

Retained earnings

   80,020     79,933     79,894     80,392     95,153     15,718  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Attributable to equity holders of the Company

   211,072     208,710     191,530     221,085     220,331     36,396  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Non-controlling interests

   1,704     1,765     1,858     2,016     2,254     372  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total equity

   212,776     210,475     193,388     223,101     222,585     36,768  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities and equity

   1,226,257     1,410,579     1,583,907     1,898,916     1,972,941     325,907  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 


Exchange Rate Information

We prepare our consolidated financial statements in Renminbi. This annual report contains translations of Renminbi amounts into U.S. dollars, and U.S. dollars into Renminbi, at RMB 6.60006.0537 to US$1.00, the noon buying rate on December 31, 20102013 in the City of New York for cable transfers as certified for customs purposes by the Federal Reserve Bank of New York. You should not assume that Renminbi amounts could actually be converted into U.S. dollars at these rates or at all.

Until July 20, 2005, the PBOC had set and published daily a base exchange rate with reference primarily to the supply and demand Translations of Renminbi against the U.S. dollar in the market during the prior day. The PBOC also tookforeign currency amounts into account other factors, such as the general conditions existing in the international foreign exchange markets. From 1994 to July 20, 2005, the official exchange rateRMB amounts for the conversionpurpose of Renminbi to U.S. dollars was generally stable. Onpreparing our audited consolidated financial statements included elsewhere in this annual report or our previous annual reports have been made at the exchange rates published by the PBOC.

Since July 21, 2005, the PRC government introducedhas followed a managed floating exchange rate system to allow the value of the Renminbi to fluctuate within a regulated band based on market supply and demand and by reference to a basket of currencies. Since then,During this period, the PRC government has made, and may in the future make, further adjustments to the exchange rate system. The PBOC announces the closing price of a foreign currency traded against the Renminbi in the inter-bank foreign exchange market after the closing of the market on each working day, and makes it the central parity for the trading against the Renminbi on the following working day.

Although PRC governmental policies were introduced in 1996 to reduce restrictions on the convertibility of Renminbi into foreign currency for current account items, conversion of Renminbi into foreign exchange for capital account items, such as foreign direct investments, loans or securities, requires the approval of the SAFE and other relevant authorities.

Although experimental policies were recently introduced in certain pilot areas such as the Shanghai free trade zone to reduce foreign exchange control, restrictions on the convertibility of Renminbi into foreign currency are still in force in most parts of China.

The Hong Kong dollar is freely convertible into other currencies, including the U.S. dollar. Since October 17, 1983, the Hong Kong dollar has been linked to the U.S. dollar at the rate of HK$7.80 to US$1.00. The central element in the arrangements which give effect to the link is that by agreement between the Hong Kong government and the three Hong Kong banknote issuing banks, The Hong Kong and Shanghai Banking Corporation Limited, Standard Chartered Bank and the Bank of China, certificates of debts, which are issued by the Hong Kong Government Exchange Fund to the banknote issuing banks to be held as cover for their banknote issues, are issued and redeemed only against payment in U.S. dollars, at the fixed exchange rate of HK$7.80 to US$1.00. When the banknotes are withdrawn from circulation, the banknote issuing banks surrender the certificates of debts to the Hong Kong Government Exchange Fund and are paid the equivalent U.S. dollars at the fixed rate.

The market exchange rate of the Hong Kong dollar against the U.S. dollar continues to be determined by the forces of supply and demand in the foreign exchange market. However, against the background of the fixed rate which applies to the issue of the Hong Kong currency in the form of banknotes, as described above, the market exchange rate has not deviated materially from the level of HK$7.80 to US$1.00 since the link was first established. The Hong Kong government has stated its intention to maintain the link at that rate, and it, acting through the Hong Kong Monetary Authority, has a number of means by which it may act to maintain exchange rate stability. Exchange rates between the Hong Kong dollar and other currencies are influenced by the linked rate between the U.S. dollar and the Hong Kong dollar.

8


The following tables set forth various information concerning exchange rates between Renminbi and U.S. dollars and between Hong Kong dollars and U.S. dollars for the periods indicated. These rates are provided solely for your convenience and are not necessarily the exchange rates we used in this annual report. The source of these rates is the Federal Reserve Bank of New York until December 31, 2008. Since January 1, 2009, the Federal Reserve Bank of New York discontinued publication of foreign exchange rates. The source of the rates since January 1, 2009 is the H.10 statistical release of the Federal Reserve Board. On April 15, 2011,17, 2014, the exchange rates were US$ 1.00 to RMB 6.5317 and US $1.00RMB6.2188and US$ 1.00 to HK $7.7733,HK$7.7542, respectively. The following table sets forth the high and low rates between Renminbi and U.S. dollars and between Hong Kong dollars and U.S. dollars for each of the periods shown:
                 
  RMB per US$  HK$ per US$ 
  High  Low  High  Low 
October 2010  6.6912   6.6397   7.7648   7.7515 
November 2010  6.6892   6.6330   7.7656   7.7501 
December 2010  6.6745   6.6000   7.7833   7.7612 
January 2011  6.6364   6.5814   7.7978   7.7683 
February 2011  6.5965   6.5520   7.7957   7.7823 
March 2011  6.5743   6.5510   7.8012   7.7858 
April 2011 (through April 15, 2011)  6.5477   6.5310   7.7784   7.7671 

   RMB per US$   HK$ per US$ 
   High   Low   High   Low 

October 2013

   6.1209     6.0815     7.7545     7.7524  

November 2013

   6.0993     6.0903     7.7535     7.7512  

December 2013

   6.0927     6.0537     7.7550     7.7517  

January 2014

   6.0600     6.0402     7.7663     7.7534  

February 2014

   6.1448     6.0591     7.7645     7.7547  

March 2014

   6.2273     6.1183     7.7669     7.7563  

April 2014 (through April 17, 2014 )

   6.2215     6.1966     7.7568     7.7525  

The following table sets forth the period-end rates and the average rates between Renminbi and U.S. dollars and between Hong Kong dollars and U.S. dollars for each of 2006, 2007, 2008, 2009, 2010, 2011, 2012, 2013 and 20112014 (through April 15, 2011)April17, 2014) (calculated by averaging the rates on the last day of each month of the periods shown):

                 
  Period-end rate  Average rate 
  RMB per      RMB per    
  US$  HK$ per US$  US$  HK$ per US$ 
2006  7.8041   7.7771   7.9579   7.7685 
2007  7.2946   7.7984   7.6072   7.8008 
2008  6.8225   7.7499   6.9477   7.7814 
2009  6.8259   7.7536   6.8295   7.7513 
2010  6.6000   7.7810   6.7603   7.7692 
2011 (through April 15, 2011)  6.5317   7.7733   6.5654   7.7868 

   Period-end rate   Average rate 
   RMB per
US$
   HK$ per US$   RMB per
US$
   HK$ per US$ 

2009

   6.8259     7.7536     6.8295     7.7513  

2010

   6.6000     7.7810     6.7603     7.7692  

2011

   6.2939     7.7663     6.4475     7.7793  

2012

   6.2301     7.7507     6.2990     7.7556  

2013

   6.0537     7.7539     6.1412     7.7565  

2014 (through April 17, 2014)

   6.2188     7.7542     6.1203     7.7584  

B. CAPITALIZATION AND INDEBTEDNESS

Not Applicable.

C. REASONS FOR THE OFFER AND USE OF PROCEEDS

Not Applicable.

D. RISK FACTORS

Our business, financial condition and results of operations can be affected materially and adversely by any of the following risk factors.

9


Risks Relating to Our Business

Our growth is dependent on our ability to attract and retain productive agents.

A substantial portion of our business is conducted through our individual agents. Because of differences in productivity, a relatively small percentage of our sales agents is responsible for a disproportionately high percentage of our sales of individual products. If we are unable to retain and build on this core group of highly productive agents, our business could be materially and adversely affected. CompetitionIncreasing competition for agents from insurance companies and other business institutions and increasing labor costs in China may also force us to increase the compensation of our agents and sales representatives, which would increase our operating costs and reduce our profitability. In addition, on January 6, 2013, the CIRC issued the Regulatory Rules on Insurance Sales Personnel, or the Sales Personnel Rules, which became effective on July 1, 2013. Among other things, the Sales Personnel Rules provide that individual agents must have at least a college degree, instead of a junior high school degree as previously required by the CIRC. See “Item 4. Information on the Company—Business Overview—Regulatory and Related Matters—Regulation of Insurance Agencies, Insurance Brokers and Other Intermediaries”. Although wethe detailed implementation rules of the Sales Personnel Rules have not hadbeen issued and it is still unclear how such rules will be implemented by the CIRC, we believe that the market competition for qualified agents will be increased further if the CIRC were to strictly enforce such rules. We cannot guarantee that we will not have difficulty in attracting and retaining productive agents in the recent past, and do not anticipate any difficulties in the future, we cannot guarantee that this will continue to be the case.

future.

If we are unable to develop other distribution channels for our products, our growth may be materially and adversely affected.

Commercial banks and banking operations of post offices are rapidly emerging as some of the fastest growing distribution channels in China. Newly established domestic and foreign-invested life insurance companies have been particularly focusing on commercial banks and banking operations of post offices as one of their main distribution channels. In addition, with the relaxation of the regulatory restrictions of ownership by commercial banks in insurance companies, the number of insurance companies owned or controlled by commercial banks is increasing. Each of the five largest Chinese stated-owned commercial banks has set up their own life insurance companies. These insurance companies may beare able to benefit from their holding relationships with these commercial banks to develop bancassurance as their main distribution channels. We do not have exclusive arrangements with any of the commercial banks and banking operations of post offices through which we sell insurance and annuity products, and thus our sales may be materially and adversely affected if one or more commercial banks or banking operations of post offices choose to favor our competitors’ products over our own. If we are unable to continue to develop our alternative distribution channels, our growth may be materially and adversely affected.

Agent and employee misconduct is difficult to detect and deter and could harm our reputation or lead to regulatory sanctions or litigation costs.

Agent or employee misconduct could result in violations of law by us, regulatory sanctions, litigation or serious reputational or financial harm. Misconduct could include:

engaging in misrepresentation or fraudulent activities when marketing or selling insurance policies or annuity contracts to customers;

hiding unauthorized or unsuccessful activities, resulting in unknown and unmanaged risks or losses; or

otherwise not complying with laws or our control policies or procedures.

We cannot always deter agent or employee misconduct, and the precautions we take to prevent and detect these activities may not be effective in all cases. We have experienced agent and employee misconduct that has resulted in litigation and administrative actions against us and these agents and employees, and in some cases criminal proceedings and convictions against the agent or employee in question. None of these actions has resulted in material losses, damages, fines or other sanctions against us. We cannot assure you, however, that agent or employee misconduct will not lead to a material adverse effect on our business, results of operations, or financial condition.

or prospects.

10


Our business is dependent on our ability to attract and retain key personnel, including senior management, underwriting personnel, actuaries, information technology specialists, investment managers and other professionals.

The success of our business is dependent to a large extent on our ability to attract and retain key personnel who have in-depth knowledge and understanding of the life insurance market in China, including members of our senior management, qualified underwriting personnel, actuaries, information technology specialists and experienced investment managers. As of the date of this annual report, we do not carry key personnel insurance for any of these personnel. We compete to attract and retain these key personnel with other life insurance companies and financial institutions, some of which may offer better compensation arrangements. Existing insurers are expanding their operations and the number of other financial institutions is growing. As the insurance and investment businesses continue to expand in China, we expect that competition for these personnel will increase in the future. Although we have not had difficulty in attracting and retaining qualified key personnel in the past, we cannot guarantee that this will continue to be the case. If we were unable to continue to attract and retain key personnel, our business and financial performance could be materially and adversely affected.

We are exposed to changes in interest rates.

Changes in interest rates may affect our profitability.

Our profitability is affected by changes in interest rates. From the beginning of the year 2010Interest rates are highly sensitive to the date of this annual report,many factors, including governmental monetary and tax policies, domestic and international economic and political considerations, trade surpluses and deficits, regulatory requirements and other factors beyond our control. During 2012, the PBOC increasedreduced the interest rates four times.twice. As a result, the interest rate on one-year term deposits was raisedreduced from 2.25%3.50% to 3.25%. The3.00%.From the beginning of the year 2013 to the date of this annual report, the interest rates announced by the PBOC remained unchanged. If the Chinese government may further increasereduces interest rates, the income we realize from our investments will be reduced, which maywill affect our profitability. In addition, as instruments in our investment portfolio mature, we might have to reinvest the funds we receive in investments bearing low interest rates. However, if interest rates were to increase in the future, surrenders and withdrawals of insurance and annuity policies and contracts may increase as policyholderspolicy holders may seek other investments with higher perceived returns. This process may result in cash outflows requiring that we sell investment assets at a time when the prices of those assets are adversely affected by the increase in market interest rates, which may result in realized investment losses. However, if interest rates were to decrease in the future, the income we realize from our investments may be reduced. In addition, as instruments in our investment portfolio mature, we might have to reinvest the funds we receive in investments bearing lower interest rates.

For many of our long-term life insurance and annuity products, we are obligated to pay a minimum interest or crediting rate to our policyholders or annuitants, which is established when the product is priced. These products expose us to the risk that changes in interest rates may reduce our “spread”, or the difference between the rates that we are required to pay under the policies and the rate of return we are able to earn on our investments intended to support our insurance obligations.

On June 10, 1999, the CIRC reduced to 2.50% the maximum guaranteed rate which life insurance companies could commit to pay on new policies and, in response, CLIC adopted new pricing policies which reduced the guaranteed rates on its products to a range of between 1.50% and 2.50%. As of December 31, 2013, the average guaranteed rate of return of the products we offered was 2.45%. We also have shifted our mix of products to emphasize products that lessen the impact from interest rate changes, including traditional policies that are not as sensitive to interest rates and participating policies under which our customers receive a portion of our distributable earnings from participating products, as well as products having shorter terms to better match the duration of our investment portfolio. Furthermore, we have made use of the relaxation of investment restrictions applicable to us to diversify our investments. We and CLIC have not incurred negative spread on policies we have issued since June 10, 1999,our incorporation, as the average investment returns we and CLIC have been able to generate have been higher than their guaranteed rates. However, if the rates of return on our investments were to fall below the minimum rates we guarantee, our profitability would be materially and adversely affected.

11

In August 2013, the CIRC published regulations that remove the cap fixed by it on the guaranteed rate which life insurance companies could commit to pay on traditional non-participating insurance policies, which was 2.50%. The 2.50% cap on the guaranteed rate will still remain in effect for participating and universal life insurance policies. Because the new CIRC regulations have only come into effect for a relatively short period of time, its impact on us was immaterial for the year of 2013. We have not yet determined the impact, if any, on our business as a whole in the long term, although it is possible that it could affect the profitability of our products. We cannot assure you that the removal of the 2.50% cap will not lead to a material adverse effect on our business, results of operations or financial condition.


Because of the general lack of long-term fixed income securities in the Chinese capital markets and the restrictions on the types of investmentsmaximum amount that we may make,invest in each type of investment, we are unable to match closely the duration of our assets and liabilities, which increases our exposure to interest rate risk.

Like other insurance companies, we seek to manage interest rate risk through managing, to the extent possible, the average duration of our investment assets and the insurance policy liabilities they support. Matching the duration of our assets to their related liabilities reduces our exposure to changes in interest rates, because the effect of the changes largely will be offset against each other. However, restrictions under the current PRC insurance law and regulations on the asset classes in whichmaximum amount that we may invest in a particular type of asset, as well as the limited availability of long-duration investment assets in the markets in which we invest, have resulted in, and in the future may result in, the duration of our assets being shorter than that of our liabilities, particularly with respect to liabilities with durations of more than 20 years. Furthermore, the financial markets currently do not provide an effective means for us to hedge our interest rate risk through financial derivative products. We believe that, with the gradual easing of the investment restrictions imposed on insurance companies in China, our ability to match the duration of our assets to that of our liabilities will improve. We also seek to manage the risk of duration mismatch by focusing on product offerings whose maturity profiles are in line with the duration of investments available to us in the prevailing investment environment. However, until we are able to match more closely the duration of our assets and liabilities, we will continue to be exposed to interest rate changes, which may materially and adversely affect our business and earnings.

Our investments are subject to risks.

We are exposed to potential investment losses if there is an economic downturn in China.

Until November 2006, we were only permitted to invest the premiums and other income we receive in investments in China. We obtained the approval to invest overseas with our foreign currency denominated funds in November 2006. See “Item 4. Information on the Company—Business Overview—Regulatory and Related Matters—Insurance Company Regulation—Regulation of investments”. However, we continued to make our investments mainly in China and, as of December 31, 2010,2013, approximately 99.6%99.74% of our total investment assets were in China. In particular, as of December 31, 2010,2013, approximately 45.5%47.3% of our total investment assets consisted of debt securities including Chinese government bonds, government agency bonds, corporate bonds, subordinated bonds and debt and other bonds and debts as approved by relevant government agencies; and 32.8%35.9% of our total investment assets consisted of term deposits with Chinese banks, and of these deposits, 35.6%63.6% were placed with the fourfive largest Chinese state-owned commercial banks. A serious downturn in the Chinese economy may lead to investment losses, which would reduce our earnings.

The PRC securities markets are still emerging markets, which may expose us to risks of loss from our investments there.

As of December 31, 2013, we had RMB 154,957 million (US$25,597 million) invested in equity securities, among which RMB 151,972 million (US$25,104 million) were invested in PRC securities markets, including securities investment funds and shares traded on the securities markets in China. These securities investment funds are primarily invested in equity securities that are issued by Chinese companies and traded on China’s stock exchanges. Beginning in March 2005, we are also permitted to directly invest in shares traded on the securities markets in China. The PRC securities markets are still emerging markets and are characterized by evolving regulatory, accounting and disclosure requirements. This may from time to time result in significant price volatility, unexpected losses or lack of liquidity. These factors could cause us to incur losses on our publicly traded investments. In addition, the PRC securities markets have recently experienced, and may experience in the future, significant price declines and volatility. Also, as one of the largest institutional investors in China, we may from time to time hold significant positions in many securities in which we invest, and any decision to sell or any perception in the market that we are a major seller of a security could adversely affect the liquidity and market price of that security.

Defaults on our debt investments may materially and adversely affect our profitability.

Approximately 47.3% of our investment assets as of December 31, 2013 were comprised of debt securities. The issuers whose debt securities we hold may fail to pay or otherwise default on their obligations due to bankruptcy, a lack of liquidity, a downturn in the economy, operational failures or other reasons. Losses due to these defaults could reduce our profitability.

Investments in new investment channels may not lead to improvements in our rate of investment return or we may incur losses.

The CIRC has in recent years significantly broadened the investment channels of Chinese life insurance companies. We have considered these alternative methods when making investments. For example, we made our first private equity fund investment in 2011. In 2012, we made a direct equity investment in COFCO Futures Co., Ltd. by acquiring 35% equity interest in it. In 2013, we began making investments in commercial real estate properties. However, these new investment channels are still subject to evolving regulatory requirements. For example, since January 2013, debt investment plans are no longer required to be filed with and reviewed by the CIRC, which may increase the risk exposure of our investments in debt investment plans. In March 2014, the CIRC warned insurance companies of risks in debt investment plans. The CIRC noted, among other things, that issuers of some debt investment plans are not properly backed by their parent companies which are supposed to guarantee the payments if the plans face financial difficulties. Parent companies of some issuers do not engage in operating activities that can generate cash inflows and do not have effective control over their subsidiaries. As a result, the consolidated financial statements of these companies may not truthfully reflect their capacity to make payments when the plans face financial difficulties. In addition, the total amount of debt investment plans issued in 2013 increased significantly, which caused concerns over the health of the debt investment plans market. For the year ended December 31, 2013, the total amount of our investment in debt investment plans was RMB 55,107 million (US$9,103 million). In addition, our experience with these new investment channels, especially overseas channels, might be limited. These factors could cause us to incur losses for our investments in these new investment channels or limit our ability to improve our rate of investment return.

We may incur foreign exchange and other losses for our investments denominated in foreign currencies.

A portion of our investment assets are held in foreign currencies. We are authorized by the CIRC to invest our assets held in foreign currencies in the overseas financial markets as permitted by the CIRC. Thus, our investment results may be subject to foreign exchange risks, as well as the volatility and various other factors of overseas capital markets, including, among others, increase in interest rates. We recorded RMB 392437 million (US$5972 million) in foreign exchange losses for the year ended December 31, 2010,2013, resulting from our assets held in foreign currencies, which were affected by the appreciation of the Renminbi. Future movements in the exchange rate of RMB against the U.S. dollar and other foreign currencies may adversely affect our results of operations and financial condition.

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Under China’s existing foreign exchange control regulations, the conversion of foreign currencies into the Renminbi requires approval of relevant government agencies. We obtained an approval to settle a portion of our assets held in foreign currencies into the Renminbi in 2005, which partially reduced the foreign exchange risks we are exposed to. Except for the aforementioned approval obtained in 2005, we have not obtained any approval to settle any portion of our assets held in foreign currencies into the Renminbi, and there is no guarantee that we will be able to obtain any such approval in the future. If we do not obtain such approval, our ability to manage our foreign exchange risks may be limited. There are few financial products available in China to hedge foreign exchange risks, which substantially limits our ability to manage our foreign exchange risks.
Defaults on our debt investments may materially and adversely affect our profitability.
Approximately 45.5% of our investment assets as of December 31, 2010 were comprised of debt securities. The issuers whose debt securities we hold may fail to pay or otherwise default on their obligations due to bankruptcy, a lack of liquidity, a downturn in the economy, operational failures or other reasons. Losses due to these defaults could reduce our profitability.
Unless we are permitted to invest in a broader range of asset classes, our ability to improve our rate of investment return will be limited.
Our premiums have grown rapidly during the last three years. As a Chinese life insurance company we are subject to restrictions under current PRC insurance law and regulations on the asset classes in which we are permitted to invest. In 2010, the investment channels of Chinese life insurance companies were broadened to permit investment in bank deposits, debt securities, stocks, Chinese securities investment funds, real property, equity interests of non-listed enterprises, interest rate swaps, overseas investments and other investment channels as approved by the State Council, all subject to various limitations. See “Item 4. Information on the Company—Business Overview—Regulatory and Related Matters—Insurance Company Regulation—Regulation of investments”. If the asset classes in which we are permitted to invest do not further expand in the future, we will be limited in our ability to improve our rate of return, which may materially and adversely impact our profitability.
The PRC securities markets are still emerging markets, which may expose us to risks of loss from our investments there.
As of December 31, 2010, we had RMB 195,918 million (US$29,685 million) invested in equity securities, among which RMB 190,073 million (US$28,799 million) were invested in PRC securities markets, including securities investment funds and shares traded on the securities markets in China. These securities investment funds are primarily invested in equity securities that are issued by Chinese companies and traded on China’s stock exchanges. Beginning in March 2005, we are also permitted to directly invest in shares traded on the securities markets in China. The PRC securities markets are characterized by companies with relatively small market capitalizations and low trading volumes, and by evolving regulatory, accounting and disclosure requirements. This may from time to time result in significant price volatility, unexpected losses or lack of liquidity. These factors could cause us to incur losses on our publicly traded investments. In addition, the PRC securities markets have recently experienced, and may experience in the future, significant price volatility. Also, as one of the largest institutional investors in China, we may from time to time hold significant positions in many securities in which we invest, and any decision to sell or any perception in the market that we are a major seller of a security could adversely affect the liquidity and market price of that security.

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Investments in new investment channels may not lead to improvements in our rate of investment return or we may incur losses.
As a Chinese life insurance company, we are subject to restrictions under current PRC insurance law and regulations on the asset classes in which we are permitted to invest. We understand that the CIRC is considering opening further investment channels to insurance companies. We will consider these alternative ways of investing once they become available to us. However, these new or potential investment channels are still undergoing evolving regulatory requirements. In addition, our experience with these new investment channels, especially overseas channels, might be limited. These factors could cause us to incur losses for our investments in these new investment channels or limit our ability to improve our rate of investment return.
Differences in future actual operating results from the assumptions used in pricing and establishing reserves for our insurance and annuity products may materially affect our earnings.

Our earnings depend significantly upon the extent to which our actual operating results are consistent with the relevant assumptions used in setting the prices for our products and establishing the reserves in our financial statements. Our assumptions include those for discount rate, mortality, morbidity, expenses and lapse rate, as well as certain macro-economic factors. To the extent that trends in actual experiences are less favorable than our underlying assumptions used in establishing these reserves, and these trends are expected to continue in the future, we could be required to increase our reserves. Any such increase could have a material adverse effect on our profitability and, if significant, our financial condition.

We establish the reserves for obligations of future policies based on the expected payout of benefits, calculated through the use of assumptions for discount rate, mortality, morbidity, expenses and lapse rate, as well as certain macro-economic factors. These assumptions are based on our previous experience and data published by other Chinese life insurers, as well as judgments made by the management. These assumptions may deviate from our actual experience, and, as a result, we cannot determine precisely the amounts which we will ultimately pay to settle these reserves or when these payments will need to be made. These amounts may vary from the estimated amounts, particularly when those payments may not occur until well into the future. The discount rate assumption is affected by certain factors, such as further macro-economy, monetary and exchange rate policies, capital market results and availability of investment channels to invest our insurance funds. We review and update the assumptions used to evaluate the reserves periodically, and establish the reserves for insurance policies based on such assumptions. Standards with respect to the calculation and presentation of reserves are still evolving, and any charges in the future may also impact our earnings and presentations of financial statements. We record changes in our reserves in the period the reserves are established or re-estimated. If the reserves originally established for future policy benefits prove inadequate, or excessive, we must increase our reserves established for future policy benefits, which may have a material effect on our earnings and our financial condition.

We have data available for a shorter period of time than do insurance companies operating in some other countries and, as a result, less claims experience on which to base some of the assumptions used in establishing our reserves. For a discussion of how we establish our assumptions for mortality, morbidity and lapse rate, see “Item 5. Operating and Financial Review and Prospects—Critical Accounting Policies”. Given the limited nature of this experience, it is possible that our actual claims could vary significantly from the assumptions used.

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Our risk management and internal reporting systems, policies and procedures may leave us exposed to unidentified or unanticipated risks, which could materially and adversely affect our businesses or result in losses.

Our policies and procedures to identify, monitor and manage risks may not be fully effective. Many of our methods of managing risk and exposures are based upon our use of observed historical market behavior or statistics based on historical models. As a result, these methods may not predict future exposures, which could be significantly greater than what the historical measures indicate. Other risk management methods depend upon the evaluation of information regarding markets, customers or other matters that is publicly available or otherwise accessible to us, which may not always be accurate, complete, up-to-date or properly evaluated. In addition, a significant portion of business information needs to be centralized from our many branch offices. Management of operational, legal and regulatory risks requires, among other things, policies and procedures to record properly and verify a large number of transactions and events, and these policies and procedures may not be fully effective. Failure or the ineffectiveness of these systems could materially and adversely affect our business or result in losses.

We are likely to offer a broader and more diverse range of insurance and investment products in the future as the insurance market in China continues to develop. At the same time, we anticipate that the relaxing of regulatory restraints will result in ourus being able to invest in a significantly broader range of asset classes. The combination of these factors will require us to continue to enhance our risk management capabilities and is likely to increase the importance of our risk management policies and procedures to our results of operations and financial condition. If we fail to adapt our risk management policies and procedures to our changing business, our business, results of operations and financial condition could be materially and adversely affected.

Catastrophes could materially reduce our earnings and cash flow.

We could in the future experience catastrophic losses that may have an adverse impact on the business, results of operations and financial condition of our insurance business. Catastrophes can be caused by various events, including terrorist attacks, earthquakes, hurricanes, floods, fires and epidemics, such as severe acute respiratory syndrome, or SARS. For example, the snow disaster in South China and earthquake in Wen Chuan in 2008 increased our current claims payments. In 2008, our claims payments for the snow disaster and for the earthquake were approximately RMB 11.91612 million and RMB 153 million, respectively.

We establish liabilities for claims arising from a specific catastrophe only after assessing the exposure and damages arising from the event. Although we are in the process of purchasinghave purchased catastrophe reinsurance we do not currently carry catastrophe reinsurancein order to reduce our catastrophe exposure. Any suchexposure, we cannot assure you that any significant catastrophic event couldwill not have a material adverse effect on us.

Current or future litigation, arbitration and regulatory proceduresproceedings could result in financial losses or harm our businesses.

We are involved in litigation and arbitration proceedings involving our insurance operations on an ongoing basis. In addition, the CIRC, as well as other PRC governmental agencies, including tax, commerce and industrial administration and audit bureaus, from time to time make inquiries and conduct examinations or investigations concerning our compliance with PRC laws and regulations. These litigation, arbitration and administrative proceedings have in the past resulted in payments of insurance benefits, damage awards, settlements or administrative sanctions, including fines, which have not been material to us. We currently have control procedures in place to monitor our litigation, arbitration and regulatory exposure and take appropriate actions. See “Item 8. Financial Information—Consolidated Financial Statements and Other Financial Information—Legal and Regulatory Proceedings”. While we cannot predict the outcome of any pending or future litigation, arbitration, examination or investigation, we do not believe that any pending legal matter will have a material adverse effect on our business, financial condition or results of operations. However, we cannot assure you that any future litigation, arbitration or regulatory proceeding will not have an adverse outcome, which could have a material adverse effect on our operating results or cash flows. See “Item 8. Financial Information—Consolidated Financial Statements and Other Financial Information—Legal and Regulatory Proceedings”.

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The embedded value information we present in this annual report is based on several assumptions and may vary significantly as those assumptions are changed.

In order to provide investors with an additional tool to understand our economic value and business results, we have disclosed information regarding our embedded value, as discussed in the section entitled “Item 8. Financial Information—Embedded Value”. These measures are based on a discounted cash flow valuation determined using commonly applied actuarial methodologies. Standards with respect to the calculation of embedded value are still evolving, however, and there is no universal standard which defines the form, calculation method or presentation format of the embedded value of an insurance company. Assumptions used in embedded value calculations include discount rate, mortality, morbidity, expenses and surrender rate, as well as certain macro-economic factors. These assumptions may deviate significantly from our actual experience. Because of the technical complexity involved in embedded value calculations and the fact that embedded value estimates vary materially as key assumptions are changed, you should read the discussion under the section entitled “Item 8. Financial Information—Embedded Value” in theirits entirety. You should use special care when interpreting embedded value results and should not place undue reliance on them. See also “Forward-Looking Statements”.

A computer system failure, cyber-attacks or other security breaches may disrupt our business, damage our reputation and adversely affect our results of operations and financial condition.

We use computer systems to store, retrieve, evaluate and utilize customer and company data and information. Our business is highly dependent on our ability to access these systems to perform necessary business functions such as developing and selling insurance products, providing customer support, policy management, filing and paying claims, managing our investment portfolios and producing financial statements. Although we have designed and implemented a variety of security measures and backup plans to prevent or limit the effect of failure, our computer systems may be vulnerable to disruptions as a result of natural disasters, man-made disasters, criminal activities, pandemics or other events beyond our control. In addition, our computer systems may be subject to computer viruses or other malicious codes, unauthorized access, cyber-attacks or other computer-related penetrations. The failure of our computer systems for any reason could disrupt our operations and may adversely affect our business, results of operations and financial condition. Although we have not experienced such a computer system failure or security breach in the past, we cannot assure you that we will not encounter a failure or security breach in the future.

We retain confidential information on our computer systems, including customer information and proprietary business information. In addition, for business purposes, from time to time customer information is transmitted between our computer systems and those of third parties, such as third-party agents selling insurance products for us. Any compromise of the security or other errors of our computer systems or those arising during the information transmission process that result in the disclosure of personally identifiable customer information could damage our reputation, expose us to litigation, increase regulatory scrutiny and require us to incur significant technical, legal and other expenses.

United States Foreign Account Tax Compliance Act

Legislation incorporating provisions referred to as Foreign Account Tax Compliance Act, or FATCA, was adopted by the United States on March 18, 2010. The legislation and subsequent guidance generally requires a foreign financial institution, or FFI, to enter into an FFI agreement under which it will agree to identify and provide the United States Internal Revenue Service, or IRS, with information regarding accounts, including certain insurance policies, held by U.S. persons and U.S.-owned foreign entities, or face 30% withholding tax on “withholdable payments,” which include among other items, payments of U.S.-source interest and dividends and gross proceeds from the sale or other disposition of property that may produce U.S.-source interest or dividends. This withholding will take place on a phased in schedule, beginning on July 1, 2014 with withholding on payments made to the FFI from U.S. sources. In addition, an FFI that has entered into an FFI agreement may be required to withhold on certain “foreign passsthru payments” made to FFIs that have not entered into their own FFI Agreements or to account holders who do not respond to requests to confirm their U.S. person status and/or do not agree to allow the FFI to report certain account related information to the IRS. Withholding on foreign passthru payments will begin no earlier than 2017. Since existing guidance reserves on the definition of “foreign passthru payment,” the scope of any withholding on foreign passthru payments is uncertain at this time.

Some countries have entered into, and other countries are expected to enter into intergovernmental agreements, or IGAs, with the United States to facilitate the type of information reporting required under FATCA. While the existence of an IGA will not eliminate the risk of the withholding described above, these agreements are expected to reduce that risk for FFIs that are resident in countries that have entered into IGAs. In addition, depending on the applicable IGA, rather than reporting information directly to the IRS, a resident FFI may be required to report specified information on its U.S. accountholders to the taxing authorities of its country of residence, which will then pass the information to the IRS. It is unclear at this time whether the PRC intends to enter into an IGA with the United States.

We will closely monitor developments regarding FATCA and IGAs. If we are required to comply with the terms of an FFI agreement or an IGA, we expect that our compliance costs will increase. If we do not comply with the terms of an FFI agreement or IGA, as applicable, then certain payments to us will be subject to withholding under FATCA. Since regulations and other guidance implementing FATCA remain under development, the future impact of this law on us is uncertain.

The auditors’ reports included in this annual report are prepared by relying on audit work which is not inspected by the Public Company Accounting Oversight Board and, as such, investors may be deprived of the benefits of such inspection.

Auditors of companies that are registered with the SEC and traded publicly in the United States, including our independent registered public accounting firm, must be registered with the US Public Company Accounting Oversight Board (United States), or the PCAOB, and are required by the laws of the United States to undergo regular inspections by the PCAOB to assess their compliance with the laws of the United States and professional standards. Because we have substantial operations within China, our auditor relied on its China affiliate to perform audits on our consolidated financial statements, and the PCAOB is currently unable to conduct inspections of the work of our auditor as it relates to those operations without the approval of the Chinese authorities, our auditor’s work related to our operations in China is not currently inspected by the PCAOB.

This lack of PCAOB inspection of audit work performed in China prevents the PCAOB from regularly evaluating the audit work of any auditor that was performed in China including those performed by our auditor. As a result, investors may be deprived of the full benefits of PCAOB inspections.

The inability of the PCAOB to conduct inspections of audit work performed in China makes it more difficult to evaluate the effectiveness of our auditor’s audit procedures as compared to auditors in other jurisdictions that are subject to PCAOB inspections on all of their work. Investors may lose confidence in our reported financial information and procedures and the quality of our consolidated financial statements.

We may be adversely affected by the outcome of the proceedings brought by the SEC against five accounting firms in China.

In December 2012, the SEC initiated administrative proceedings against five accounting firms in China, alleging that they refused to produce audit work papers and other documents related to certain China-based companies under investigation by the SEC for potential accounting fraud. In January 2014, an SEC administrative law judge ruled in favor of the SEC, issuing an initial decision which censured each of the five accounting firms for failure to provide their audit work papers to the SEC and ordered a six-month suspension of the China-based affiliates of four of the five accounting firms’ right to practice before the SEC. The accounting firms have appealed the decision of the administrative law judge to the SEC, and the decision will not come into force unless and until an order of finality is issued by the SEC. If the SEC upholds the decision of the administrative law judge, the accounting firms may appeal the order of finality in U.S. federal court. We are not subject to any SEC investigations, nor are we involved in the proceedings brought by the SEC against the accounting firms. However, the China affiliate of the independent registered public accounting firm that has issued the auditors’ reports included in our annual reports filed with the SEC for the fiscal years of 2011 and 2012 and the China affiliate of our independent registered public accounting firm for the fiscal year of 2013 are two of the five accounting firms named in the SEC’s proceedings, and we may be adversely affected by the outcome of the proceedings, along with other U.S.-listed companies in China audited by these accounting firms because the independent registered public accounting firms that have issued the auditors’ reports included in our annual reports filed with the SEC have relied on their China affiliates to perform audits on our financial statements. If the SEC prevails in the proceedings, the five accounting firms in China that were named in the proceedings may be barred from practicing before the SEC and hence unable to continue to perform audit work for China-based companies listed in the U.S., such as ourselves. If none of the China-based auditors are able to continue to perform audit work for China-based companies listed in the U.S., we will not be able to meet the reporting requirements under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which may ultimately result in our deregistration by the SEC and delisting of our ADSs from the NYSE.

Risks Relating to the PRC Life Insurance Industry

We expect competition in the Chinese insurance industry to increase, which may materially and adversely affect the growth of our business.

We face competitive pressures from both domestic and foreign-invested life insurance companies operating in China, as well as from property and casualty insurance companies, which may compete with our accident and short-term health insurance businesses, and other financial institutions that sell other financial investment products in competition with ours. In addition, the establishment of other professional health insurance companies and pension annuities companies may also lead to greater competition in the health insurance business and commercial pension insurance business. If we are not able to adapt to these increasingly competitive pressures in the future, our growth rate may decline, which could materially and adversely affect our earnings.

Competition among domestic life insurance companies is increasing.

Our closest competitors are Ping An Life Insurance Company of China, Ltd., or Ping An Life, New China Life Insurance Co., Ltd., or New China Life, and China Pacific Life Insurance Co., Ltd., or China Pacific Life. Together, Ping An Life, New China Life, China Pacific Life and we accounted for more than 63%65% of the individual and group life insurance premiums in China in 2009,2012, the last year for which official market information is available. According to statistical and market share information derived from China Insurance Yearbook, our market share of the individual life insurance premiums in China decreased from 43%35% in 20082011 to 38%34% in 2009.2012. Each of Ping An Life, New China Life and China Pacific Life has operated in the Chinese insurance market for more than ten years, and each has a recognized brand name. In 2012, Ping An Life had a greater market share than we did in Beijing, Shanghai, Qingdao, Dalian,and DalianShenzhen, and New China Life had a greater market share than we did in 2009.Beijing. We also face competition from insurance companies owned or controlled by commercial banks. Each of the five largest Chinese state-owned commercial banks has set up their own life insurance companies. These insurance companies are able to benefit from their holding relationships with these commercial banks to develop bancassurance as their main distribution channels. In addition, we also face competition from smaller insurance companies, which may develop strong positions in various regions in which we operate, and new entrants to the group life insurance market, including professional pension companies that are being established pursuant to a set of regulations promulgated by the Ministry of Human Resources and Social Security of the PRC, and new entrants to the health insurance industry, including newly approved and established professional health insurance companies, following the adoption by the Chinese government of policies that encourage the development of health insurance and improved health care in China.

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Competition from foreign-invested life insurance companies is increasing, as restrictions on their operations in China are relaxed.

Foreign-invested life insurance companies are insurance companies in which foreign entities hold at least a 25% interest. Barriers to foreign insurers’ entry into the Chinese insurance market were phased out as a result of China’s accession to the World Trade Organization, or WTO, in December 2001, which has allowed foreignForeign-invested insurers have been permitted to sell health, annuity and group life insurance products nationwide since December 2004. In Shanghai, Guangzhou, Shenzhen and Shenzhen,Beijing, where foreign-invested insurers have been allowed to operate since 1992, 1995, 1999 and 1999,2003, the foreign-invested insurers had respective life insurance market shares of approximately 18%16%, 19%21%, 9% and 21%15% in 2009.2012. We believe that the relaxation of the restrictions on foreign-invested insurers will continue to increase the competitive pressures we are facing. Foreign-invested life insurance companies, through their Chinese and/or foreign shareholders, may have access to greater financial, technological or other resources than we do.

We are likely to face increasing competition from property and casualty insurance companies and other companies offering products that compete with our own.

In addition to competition from life insurance companies, we face competition from other companies that may offer products that compete with our own, including:

  Property and casualty companies.Beginning on January 1, 2003, property and casualty insurance companies have been permitted to sell accident and short-term health insurance products, but only with regulatory approval. There were 5364 property and casualty insurers as of December 31, 2010.2013. We believe property and casualty insurers have the competitive advantage of being able to bundle, or cross-sell, accident and short-term health products with the other non-life insurance products that they are currently selling to their existing and potential customers. We believe this will lead to greater competition in the accident and health insurance sectors, especially for the group accident and short-term health insurance products we offer. On December 30, 2006, we established a property and casualty joint venture, CLPCIC, with CLIC. While this joint venture mainly focuses on property insurance business, it also develops accident and short-term health insurance business. Its operations may have a negative impact on sales of accident and short-term health insurance products by our wholly-owned businesses in the future.

  Mutual fund companies, commercial banks and other financial services providers.providers. We face increasing competition from other financial services providers, primarily licensed mutual fund companies, commercial banks providing personal banking services and operating business of various financial products, trust companies and securities brokerage firms licensed to manage separate accounts. Recent changes in Chinese investment regulations relaxing rules on the formation of mutual funds and sales of securities have led to greater availability and variety of financial investment products. These products may prove to be attractive to the public and thereby adversely affect the sale of some products we offer, including participating life insurance policies and annuities.

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All of our individual agents are required to obtain qualification certificates and all of our institutional insurance agencies and brokers are required to obtain permits and be registered. If a substantial number of our individual agents, institutional insurance agencies and brokers fail to meet these qualification and registration requirements or this failure results in policyholders canceling their policies, our business may be materially and adversely affected.

Individual life insurance agents, representatives of institutional insurance agencies and insurance brokers are required to obtain a qualification certificate from the CIRC in order to conduct insurance agency business. See “Item 4. Information on the Company—Business Overview—Regulatory and Related Matters—Regulation of Insurance Agencies, Insurance Brokers and Other Intermediaries”. Approximately 0.2%0.13% of our individual agents had not obtained such a certificate as of December 31, 2010.2013. Under applicable CIRC regulations, insurance companies that retain individual agents without CIRC qualification certificates to engage in insurance sales activities will be warned and fined up to RMB 30,000, and the responsible members of senior management and other responsible personnel of such insurance companiesindividual agents will also be warned and fined up to RMB 10,000. In serious circumstances, the CIRC may order the insurance companies to remove the responsible members of senior management and other responsible personnel from office and reject any application for establishing branch offices by such insurance companies. In addition, the CIRC required that every individual agent must wear credentials showing specified information, including whether or not the agent has obtained a qualification certificate from the CIRC, when conducting agency business. If more CIRC agencies were to enforce this regulation in the future, and if a substantial number of our agents do not become qualified, or if a substantial number of our policyholders who bought insurance policies through our unqualified exclusive agents were to cancel the policies because of these regulations, our business may be materially and adversely affected. Moreover, we may be subject to fines and other administrative proceedings for the failure of our insurance agents to obtain the necessary CIRC qualification certificates. In addition, on January 6, 2013, the CIRC issued the Sales Personnel Rules, which became effective on July 1, 2013. Among other things, the Sales Personnel Rules provide that individual agents must have at least a college degree, instead of a junior high school degree previously required by the CIRC. See “Item 4. Information on the Company—Business Overview—Regulatory and Related Matters—Regulation of Insurance Agencies, Insurance Brokers and Other Intermediaries”. The detailed implementation rules of the Sales Personnel Rules have not been issued and it is still unclear how such rules will be implemented by the CIRC. If the CIRC were to enforce such rules, we may be subject to fines and other administrative proceedings if any of our insurance agents fail to meet the requirements. Any such fines or administrative proceedings could materially and adversely affect our business, financial condition and results of operations.

Institutional insurance agents and insurance brokers are required under the PRC insurance law to register with the administration of industry and commerce, and obtain business licenses with the permits issued by the CIRC. It also requires non-dedicated institutional insurance agencies to obtain registrations with the administration of industry and commerce with the permits issued by the CIRC. We cannot assure you that all of our institutional agents would obtain such licenses. The enforcement of this requirement could adversely affect the composition and effectiveness of our distribution system, which could have a material adverse effect on our business.

Further development of regulations in China may impose additional costs and restrictions on our activities.

We operate in a highly regulated industry. The CIRC supervises and administers the insurance industry in China. In exercising its authority, it is given widecertain discretion to administer the law. China’s insurance regulatory regime is undergoing significant changes toward a more transparent regulatory process and a convergent movement toward international standards. Some of these changes may result in additional costs or restrictions on our activities. For example, on January 6, 2013, the rulesCIRC issued the Sales Personnel Rules, which became effective on July 1, 2013. Among other things, the Sales Personnel Rules provide that individual agents must have at least a college degree, instead of a junior high school degree as was previously required by the CBRC in November 2010CIRC. See “Item 4. Information on the Company—Business Overview—Regulatory and Related Matters—Regulation of Insurance Agencies, Insurance Brokers and Other Intermediaries”. Although the detailed implementation rules of the Sales Personnel Rules have not been issued and it is still unclear how such rules will be implemented by the CBRCCIRC, we believe that the market competition for qualified agents may be increased further and CIRC in March 2011 imposed a seriestherefore the cost of restrictions on sales of insurance products through bancassurance including, among other things, that insurance companies are prohibited from the sale of insurance products by their own sales representatives at the sites of the commercial banks or banking operations of post offices. These restrictionsattracting and retaining qualified agents may at least in the short term, adversely affect the sales of our bancassurance products.increase. In addition, because the terms of our products are subject to regulations, changes in regulations may affect our profitability on the policies and contracts we issue. For instance, under guidelines issued by the CIRC, the dividends on our participating products must be no less than 70% of the distributable earnings from participating products in accordance with CIRC requirements. If this level were to be increased in the future, our profitability could be materially and adversely affected.

Furthermore, in August 2013, the CIRC published regulations that remove the cap fixed by it on the guaranteed rate which life insurance companies could commit to pay on traditional non-participating insurance policies, which was 2.50%. The 2.50% cap on the guaranteed rate will still remain in effect for participating and universal life insurance policies. Because the new CIRC regulations have only come into effect for a relatively short period of time, its impact on us was immaterial for 2013. We have not yet determined the impact, if any, on our business as a whole in the long term, although it is possible that it could affect the profitability of our products. We cannot assure you that the removal of the 2.50% cap will not lead to a material adverse effect on our business, results of operations or financial condition.

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Our ability to comply with minimum solvency requirements is affected by a number of factors, and our compliance may force us to raise additional capital, which could increase our financing costs or be dilutive to our existing investors, or to reduce our growth.

We are required by CIRC regulation to maintain our solvency at a level in excess of minimum solvency levels. The solvency ratio is calculated by dividing the actual capital of an insurance company by the minimum capital it is required to meet. See “Item 4. Information on the Company—Business Overview—Regulatory and Related Matters—Insurance Company Regulation—Solvency requirements”. Our minimum solvencycapital is affected primarily by the policy reserves we are required to maintain which, in turn, are affected by the volume of policies and contracts we sell and by regulations on the determination of statutory reserves.minimum capital. Our solvency ratio is also affected by a number of other factors, including the profit margin of our products, returns on our investments, underwriting and acquisition costs and policyholder and shareholder dividends. Our solvency ratio as of December 31, 20102013 was 211.99%226.22%. While our solvency ratio is currently above the required ratio of 100%, if we continue to grow rapidly in the future, or if the required solvency level is raised in the future, we may need to raise additional capital to meet our solvency requirement, including through additional issuancesissuance of subordinated term debt, which would increase our financing costs, or through additional issuance of shares, which would be dilutive to our existing investors. If we are not able to raise additional capital, we may be forced to reduce the growth of our business.

Risks Relating to the Restructuring

CLIC has incurred substantial losses on the policies retained by it in the restructuring. If CLIC is unable to meet its obligations to its policyholders, it may seek to increase the level of dividends we pay, sell the China Life shares it owns or take other actions which may have a material adverse effect on the value of the shares our other existing investors own.

In connection with the restructuring, CLIC transferred to us (1) all long-term insurance policies (policies having a term of more than one year from the date of issuance) issued on or after June 10, 1999, having policy terms approved by or filed with the CIRC on or after June 10, 1999 and either (i) recorded as a long-term insurance policy as of June 30, 2003 in a database attached to the restructuring agreement as an annex or (ii) having policy terms for group supplemental medical insurance (fund type), (2) stand-alone short-term policies (policies having a term of one year or less from the date of issuance) issued on or after June 10, 1999, and (3) all riders supplemental to the policies described in clauses (1) and (2) above, together with the reinsurance contracts specified in an annex to the restructuring agreement. See “Item 4. Information on the Company—History and Development of the Company—Our Restructuring”. CLIC has incurred substantial losses on these non-transferred policies, primarily because the guaranteed rates it had committed to pay on these policies are higher than the investment return it was able to generate on its investment assets. This negative spread on non-transferred policies created substantial losses for CLIC and a resulting negative net worth. The amount of accumulated undistributed profits of CLIC itself is expected to remain negative in the short term.

In connection with the restructuring, CLIC has established, together with the MOF, a special purpose fund for the purpose of paying claims under the non-transferred policies. The special purpose fund will be funded by investment assets retained by CLIC; renewal premiums paid on the non-transferred policies over time; a portion of the tax payments made by CLIC, China Life and AMC; profits from the investments of the special purpose fund; shareholder dividends paid in cash to CLIC by China Life; proceeds from the disposition of China Life shares by CLIC over time; and funds injected by the MOF in the event of a deficiency in the special purpose fund, as described below. The fund is co-administered by CLIC and the MOF. The special purpose fund will be available to satisfy CLIC’s operating expenses, including the payment of benefits and claims obligations arising from the non-transferred policies, as well as expenses incurred in operating the special purpose fund, including third-party management fees and professional fees, and such other purposes as the management committee of the fund may agree. The special purpose fund will be dissolved when all claims and benefits under the non-transferred policies have been paid, or sooner if the management committee so agrees.

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The MOF’s approval of the special purpose fund issued to CLIC provides that in the event there is any deficiency in the special purpose fund for so long as the fund is in existence, as described above, to meet any payment obligation arising out of the non-transferred policies, the MOF will provide support through the injection of funds to ensure the payments of benefits and claims to the policyholders of the non-transferred policies. See “Item 4. Information on the Company—History and Development of the Company—Our Restructuring”. We have beenIn connection with the restructuring, we were advised by our PRC legal counsel, King & Wood, that (1) the MOF has the authority to issue this approval regarding the special purpose fund, (2) the approval is valid and effective, and (3) it has no reason to believe that the MOF will revoke the approval. We cannot assure you, however, that a court would decide in a manner consistent with King & Wood’s conclusions.

We cannot predict the amount of funds that will be available to the special purpose fund from CLIC’s own operations to satisfy its obligations to its policyholders as they become due. CLIC’s cash requirements and available cash resources will be affected by several factors which are subject to uncertainty, including prevailing interest rates and the returns on investment generated by CLIC’s assets, as well as the claims, expenses and persistency experience with respect to CLIC’s insurance policies. The cash resources available to CLIC will also depend in part on our profitability, which will affect the amount of our tax payments and hence the amount of refund contributed to the fund, the timing and amount of our dividend payments and the market prices of our shares and ADSs, which will affect the proceeds to CLIC from dispositions of our shares. If it is unable to satisfy its obligations to its policyholders from other sources, CLIC may seek, subject to our articles of association and applicable laws, to increase the amount of dividends we pay in order to satisfy its cash flow requirements. Any such increase in our dividend payments would reduce the funds available for reinvestment in our business. In addition, if we are unable to pay dividends in amounts sufficient to satisfy these requirements, CLIC may seek to sell its shareholdings in us or take other actions in order to satisfy these needs. The sale of these holdings or even the market perception of such a sale may materially and adversely affect the price of our shares.

The transfer of policies to us by CLIC and/or the separation of assets between CLIC and us may be subject to challenge.

We have been advised by our PRC legal counsel, King & Wood, that (1) the transferred policies have been legally and validly transferred to China Life and (2) following the restructuring, we will not have any continuing obligations to holders of the non-transferred policies who remain policyholders of CLIC and that there is no legal basis on which holders of the non-transferred policies can make a claim against China Life. We also have been advised by King & Wood that, although there is no specific law applicable to restructurings, these conclusions are supported by, among other things, the approval of the restructuring and various related matters by the State Council, the MOF and the CIRC; the support provided by the MOF with respect to the non-transferred policies as described above; and contract and other law. We cannot assure you that policyholders of CLIC, holders of transferred policies or other parties will not seek to challenge the transfer of the transferred policies or the separation of assets occurring as a consequence of the restructuring, or that a court would decide in a manner consistent with King & Wood’s conclusions. If the transfer of policies to us or the separation of assets were challenged successfully, our financial condition and results of operations would likely be materially and adversely affected.

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We do not hold exclusive rights to the trademarks in the “China Life” name (in English and Chinese), the “ball” logos and other business related slogans and logos, and CLIC, which owns these trademarks, may take actions that would impair the benefits we derive from their use.

We conduct our business under the “China Life” brand name, the “ball” logos and other business related slogans and logos. CLIC owns these trademarks and has registered them with the Trademark Office of the SAIC. CLIC has entered into a trademark license agreement with us, under which CLIC has agreed to grant us and our branches a royalty-free license to use these trademarks.

Although CLIC has undertaken in a non-competition agreement with us not to compete with us in China, without our prior consent in writing, in any life, accident and health insurance and any other businesses in China which may compete with our insurance business, CLIC, its subsidiaries and affiliates are permitted to use the brand name and logo in their own businesses, including life insurance business outside China and any other businesses they may enter into in the future within China, including property and casualty (other than businesses that compete with our accident and health businesses) and asset management businesses. In addition, they are not precluded from taking actions that may impair the value of the brand name, which could harm our business. See “Item 7. Major Shareholders and Related Party Transactions—Related Party Transactions—Continuing Related Party Transactions with CLIC”. The China Life brand name and our reputation could be materially harmed if CLIC fails to make payments when due on outstanding policies retained by CLIC in the restructuring or new policies written by CLIC after the restructuring, if CLIC reduces the rates of return payable on policies retained by CLIC or if CLIC is placed into receivership.

As our controlling shareholder, CLIC will be able to exert influence on our affairs and could cause us to make decisions or enter into transactions that may not be in your best interests.

We are controlled by CLIC, whose interests may conflict with those of our other shareholders. As of the date of this annual report, CLIC holds approximately 68.37% of our share capital. As a result of these factors, CLIC, which is wholly-owned by the PRC government, will, so long as it holds the majority of our shares, effectively be able to control the composition of our board of directors and, through the board, exercise a significant influence over our management and policies. In addition, subject to our articles of association and applicable laws, CLIC may, so long as it holds the majority of our shares, effectively be able to determine the timing and amount of our dividend payments and approve increases or decreases of our share capital, the issuance of new securities, amendments of our articles of association, mergers and acquisitions and other major corporate transactions. CLIC may also be able to prevent us effectively from taking actions to enforce or exercise our rights under agreements to which we are a party, including the agreements we entered into with CLIC in connection with the restructuring. See “Item 7. Major Shareholders and Related Party Transactions”. As a majority shareholder, CLIC may be able to take these actions without your approval. In addition, CLIC’s control could have the effect of deterring hostile takeovers or delaying or preventing changes in control or changes in management that might be desirable to other shareholders.

CLIC may direct business opportunities elsewhere.

CLIC has other business interests, including the run-off of the insurance policies retained by it in the restructuring. Notwithstanding a general undertaking pursuant to a non-competition agreement with us not to compete with us in our principal areas of business in China, CLIC is permitted to sell riders to these retained policies and enter into other businesses, including life insurance businesses outside of China and property and casualty (other than businesses that compete with our accident and health businesses) and asset management businesses, both inside and outside of China. We formed a property and casualty joint venture with CLIC, in connection with which we granted a waiver to CLIC allowing it to engage in accident and short-term health businesses indirectly through the property and casualty joint venture with us.

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CLIC also may engage in insurance business in other regions outside of China in the future. Although it is required under the non-competition agreement to give us a right of first refusal over any business opportunities it develops in these areas, we may not be in a position to take advantage of these opportunities at that time, which could harm our business. See “Item 7. Major Shareholders and Related Party Transactions—Related Party Transactions—Continuing Related Party Transactions with CLIC”.

In addition, while we provide policy administration and other services to CLIC for the policies retained by CLIC in the restructuring, and provide investment management services to CLIC through our asset management subsidiary, these agreements can be terminated with notice or upon expiration. If CLIC were to terminate its policy administration and asset management arrangements with us and our asset management subsidiary respectively, our loss of fees could materially and adversely affect us.

Risks Relating to the People’s Republic of China

China’s economic, political and social conditions, as well as government policies, could affect our business.

Substantially all of our assets are located in China and substantially all of our revenues are derived from our operations in China. Accordingly, our results of operations and prospects are subject, to a significant degree, to economic, political and legal developments in China. The economy of China differs from the economies of most developed countries in many respects, including:

including, without limitation:

the extent of government involvement;

its level of development;

its growth rate; and

its control of foreign exchange.

The economy of China has been transitioning from a planned economy to a more market-oriented economy. Although in recent years the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of sound corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the Chinese government. In addition, the Chinese government continues to play a significant role in regulating industrial development. It also exercises significant control over China’s economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies.

According to data released by the National Bureau of Statistics of China, China’s Gross Domestic Product, a key indicator of economic growth, was 7.7% in 2013, its slowest pace in 14 years. In 2010, in an effort to fight inflation,bolster the economy, the Chinese government tookmay take certain measures, including increasing the interest rates. From the beginningmarket-oriented financial reforms. Some of the year 2010measures taken by the Chinese government to the date of this annual report, the interest rate on one-year term deposits, a key benchmark rate, was raised four times from 2.25% to 3.25%. Some of these measures benefit the overall economy of China butimprove China’s economic performance may have a negative effect on our business. See “—We are exposed to changes in interest rates.” For example, our operating results and financial condition could be materially and adversely affected by government monetary policies, changes in interest rate policies, tax regulations, policies and regulations affecting the capital markets and asset management industry. A slowdown in Chinese growth rates could also adversely affect us by impacting sales of our products, reducing our investment returns, or otherwise.

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The PRC legal system has inherent uncertainties that could limit the legal protections available to you.

We are organized under the laws of China and are governed by our articles of association. The Chinese legal system is based on written statutes. Prior court decisions may be cited for reference but are not binding on subsequent cases and have limited precedential value. Since 1979, the Chinese legislative bodies have promulgated laws and regulations dealing with such economic matters as foreign investment, corporate organization and governance, commerce, taxation and trade. However, because these laws and regulations are relatively new, and because of the limited volume of published decisions, and their non-binding nature, the interpretation and enforcement of these laws and regulations involve uncertainties.

Holders of H shares and ADSs generally are required to resolve disputes with us, our senior management and holders of our A shares only through arbitration in Hong Kong or China.

In accordance with the rules applicable to Chinese overseas listed companies, our articles of association provide that, with certain limited exceptions, all disputes or claims based on our articles of association, PRC company law or other relevant laws or administrative rules, and concerning matters between holders of H shares and ADSs and holders of A shares, us, or our directors, supervisors, president, vice presidents or other senior officers, must be submitted for arbitration at either the China International Economic and Trade Arbitration Commission or the Hong Kong International Arbitration Center. If an applicant chooses to have the dispute arbitrated at the Hong Kong International Arbitration Center, either party may request that the venue be changed to Shenzhen, a city in China near Hong Kong. The governing law for any such disputes or claims is Chinese law, unless Chinese law itself provides otherwise. Pursuant to an arrangement of mutual enforcement of arbitration awards between the PRC courts and the Hong Kong courts, Hong Kong arbitration awards are enforceable in China.China, subject to the satisfaction of certain legal requirements. However, due to our knowledge, no action hasthe limited number of actions that have been brought in China by any holderholders of shares issued by a Chinese company to enforce an arbitral award. As a result,award, we are uncertain as to the outcome of any action brought in China to enforce a Hong Kong arbitral award made in favor of holders of H shares and ADSs.

The laws in China differ from the laws in the United States and may afford less protection to our minority shareholders.

Although Chinese company law provides that shareholders of a Chinese company may, under certain circumstances, sue the company’s directors, supervisors and senior management on behalfin the interests of the company, no detailed implementation rules or court interpretations have been issued in this regard. Also, class action lawsuits are generally not availableuncommon in China. In addition, PRC company law imposes limited obligations on a controlling shareholder with respect to protection of the interests of minority shareholders, although overseas listed joint stock companies, such as ourselves, are required to adopt certain provisions in their articles of association that are designed to protect minority shareholder rights. These mandatory provisions provide, among other things, that the rights of any class of shares, including H shares, may not be varied without a resolution approved by holders of shares in the affected class holding no less than two-thirds of the shares of the affected class entitled to vote, and provide that in connection with a merger or division involving our company, a dissenting shareholder may require us or the consenting shareholders to purchase the dissenters’ shares at a fair price. Disputes arising from these protective provisions would likely have to be resolved by arbitration. See “—Holders of H shares and ADSs generally are required to resolve disputes with us, our senior management and holders of our A shares only through arbitration in Hong Kong or China”.

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You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in the PRC based on U.S. or other foreign laws against us, our management and some of the experts named in the annual report.

We are a company incorporated under the laws of China, and substantially all of our assets are located in China. In addition, most of our directors, supervisors, executive officers and some of the experts named in this annual report reside within China, and substantially all of the assets of these persons are located within China. As a result, it may not be possible to effect service of process within the United States or elsewhere outside China upon our directors, supervisors or executive officers or some of the experts named in this annual report, including with respect to matters arising under U.S. federal securities laws or applicable state securities laws. Our ChinesePRC legal counsel, King & Wood, has advised us that China does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the United States, the United Kingdom, Japan or many other countries. Our Hong Kong legal adviser, Latham & Watkins, has also advised us that Hong Kong has no statutory arrangement for the reciprocal enforcement of judgments with the United States although it may be possible for a civil action to be brought in Hong Kong based on a monetary judgment of the courts of the United States. As a result, recognition and enforcement in China or Hong Kong of judgments of a court in the United States and any of the other jurisdictions mentioned above in relation to any matter may be difficult or impossible.impossible Furthermore, an original action may be brought in the PRC against us, our directors, supervisors, executive officers or the experts named in this annual report only if the actions are not required to be arbitrated by PRC law and our articles of association, and only if the facts alleged in the complaint give rise to a cause of action under PRC law. In connection with any such original action, a PRC court may award civil liability, including monetary damages.

Holders of H shares may be subject to PRC taxation.

Under current PRC tax laws, regulations and rulings, dividends paid by us to individual holders of H shares outside of the PRC are exemptsubject to PRC individual income tax at rates ranging from PRC income tax.5% to 20% (usually 10%), depending on the applicable tax treaties between the home country of the individual holder of H shares and the PRC. When paying dividends for the year of 2008 and each year thereafter to non-resident enterprise holders of H shares outside of the PRC, such dividends are subject to a dividend withholdingan enterprise income tax, which is currently levied at a rate of 10%. Such non-resident enterprise holders of H shares may be entitled to tax reductions or exemptions according to relevantapplicable tax treaties. In addition, to date, relevant tax authorities have not collected capital gains tax on the gains realized by individuals upon the sale or other disposition of H shares currently are exempt from PRC income tax.shares. If relevant tax authorities promulgate implementation rules on the exemptions are withdrawn intaxation of capital gains realized by individuals upon the future,sale or other disposition of H shares, individual holders of H shares may be required to pay capital gains tax. See “Item 10. Additional Information—Taxation—The People’s Republic of China”.

Government control of currency conversion and the fluctuation of the Renminbi may materially and adversely affect our operations and financial results.

We receive substantially all of our revenues in Renminbi, which currently is not a freely convertible currency. A portion of these revenues must be converted into other currencies to allow us to make payments on declared dividends, if any, on our H shares.

Under China’s existing foreign exchange regulations, we are able to pay dividends in foreign currencies without prior approval from the SAFE by complying with various procedural requirements. The Chinese government, however, may, at its discretion, restrict access in the future to foreign currencies for current account transactions. If this were to occur, we may not be able to pay dividends in foreign currencies to our shareholders, including holders of our ADSs.

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The value of the Renminbi against the U.S. dollar and other currencies fluctuates and is affected by, among other things, changes in China’s political and economic conditions. On July 21, 2005, the PRC government introduced a managed floating exchange rate system to allow the value of the Renminbi to fluctuate within a regulated band based on market supply and demand and by reference to a basket of currencies. Since then, the PRC government has made, and may in the future make, further adjustments to the exchange rate system. The PBOC announces the closing price of a foreign currency traded against the Renminbi in the inter-bank foreign exchange market after the closing of the market on each working day, and makes it the central parity for the trading against the Renminbi on the following working day. From July 21, 2005 to April 15, 2011,17, 2014, the Renminbi has appreciated by approximately 24.2%.24.86% against the U.S. dollar. In 2012 and 2013, the Renminbi appreciated by approximately 1.02% and 2.83% against the U.S. dollar, respectively. We had approximately RMB 392437 million (US$5972 million) in foreign exchange losses for the year ended December 31, 2010,2013, resulting from our assets held in foreign currencies, which were affected by the appreciation of the Renminbi. Any future devaluation of the Renminbi may materially and adversely affect the value of, and any dividends payable on, our H shares in foreign currency terms. Our financial condition and results of operations also may be affected by changes in the value of certain currencies other than the Renminbi.

Payment of dividends is subject to restrictions under Chinese law.

Under Chinese law, dividends may be paid only out of distributable profits. Distributable profits generally means our after-tax profits as determined under PRC GAAP, less any recovery of accumulated losses and allocations to statutory funds that we are required to make, subject to further regulatory restrictions. There is no difference in the amount of our after-tax profits in 2010 calculated under PRC GAAP or IFRS. Any distributable profits that are not distributed in a given year are retained and available for distribution in subsequent years. However, ordinarily we will not pay any dividends in a year in which we do not have any distributable profits.

Payment of dividends by us is also regulated by the PRC insurance law. See “Item 8. Financial Information—Consolidated Financial Statements and Other Financial Information—Policy on Dividend Distributions”.

ITEM 4.INFORMATION ON THE COMPANY

A. HISTORY AND DEVELOPMENT OF THE COMPANY

We were formed as a joint stock company pursuant to the PRC company law on June 30, 2003 under the corporate name of(CHINESE CHARACTOR)LOGO in connection with the restructuring.

General Information

Our principal executive offices are located at 16 Financial Street, Xicheng District, Beijing 100033, China. Our telephone number is (86-10) 6363-3333. Our website address iswww.e-chinalife.com. The information on our website is not a part of this annual report. We have appointed CT Corporation System at 111 Eighth Avenue, New York, New York 10011 as our agent for service of process in the United States.

Our Restructuring

Upon the approval of the State Council and the CIRC, we were formed on June 30, 2003 as a joint stock company in connection with the restructuring by CLIC, our sole owner.controlling shareholder. The restructuring was effected through a plan of restructuring, which was approved by the CIRC on August 21, 2003, and a restructuring agreement we entered into with CLIC on September 30, 2003, with retroactive effect to June 30, 2003, which we refer to in this annual report as the effective date. Pursuant to PRC law and the restructuring agreement, we enjoyed the rights and benefits and assumed the obligations and liabilities arising from the restructuring from and after the effective date.

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In connection with the restructuring:

CLIC transferred to us (1) all long-term insurance policies (policies having a term of more than one year from the date of issuance) issued on or after June 10, 1999, having policy terms approved by or filed with the CIRC on or after June 10, 1999 and either (i) recorded as a long-term insurance policy as of June 30, 2003 in a database attached to the restructuring agreement as an annex or (ii) having policy terms for group supplemental medical insurance (fund type), (2) stand-alone short-term policies (policies having a term of one year or less from the date of issuance) issued on or after June 10, 1999 and (3) all riders supplemental to the policies described in clauses (1) and (2) above, together with the applicable reinsurance contracts specified in an annex to the restructuring agreement. We refer to these policies in this annual report as the “transferred policies”. All other insurance policies were retained by CLIC. We refer to these policies as the “non-transferred policies”. We assumed all obligations and liabilities of CLIC under the transferred policies. CLIC continues to be responsible for its liabilities and obligations under the non-transferred policies following the effective date.

Cash, specified investment assets and various other assets were also transferred to us.

CLIC agreed not to, directly or indirectly through its subsidiaries and affiliates, participate, operate or engage in life, accident and health insurance businesses and any other business in China which may compete with our insurance business. CLIC also undertook (1) to refer to us any corporate business opportunity that falls within our business scope and which may directly or indirectly compete with our business and (2) to grant us a right of first refusal, on the same terms and conditions, to purchase any new business developed by CLIC. See “Item 7. Major Shareholders and Related Party Transactions—Related Party Transactions—Continuing Related Party Transactions with CLIC”.

Substantially all of the management personnel and employees who were employed by CLIC in connection with the transferred assets and business were transferred to us. Some management and personnel remained with CLIC.

CLIC retained the trademarks used in our business, including the “China Life” name in English and Chinese and the “ball” logos, and granted us and our branches a royalty-free license to use these trademarks. CLIC and its subsidiaries and affiliates will be entitled to use these trademarks, but CLIC may not license or transfer these trademarks to any other third parties. See “Item 7. Major Shareholders and Related Party Transactions—Related Party Transactions—Continuing Related Party Transactions with CLIC”.

CLIC’s contracts with its agents and other intermediaries were transferred to us.

We entered into various agreements under which we provide policy administration services to CLIC for the non-transferred policies, manage CLIC’s investment assets and lease office space from CLIC for our branch and field offices. See “Item 7. Major Shareholders and Related Party Transactions”.

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In connection with the restructuring, CLIC has established, together with the MOF, a special purpose fund for the purpose of paying claims under the non-transferred policies. The special purpose fund will beis funded by investment assets retained by CLIC; renewal premiums paid on the non-transferred policies over time; a portion of the tax payments made by CLIC, China Life and AMC under the tax rebate mechanism described below; profits from the investments of the special purpose fund; shareholder dividends paid in cash to CLIC by China Life; proceeds from the disposition of China Life shares by CLIC over time; and funds injected by the MOF in the event of a deficiency in the special purpose fund, as described below. The special purpose fund is co-administered by CLIC and the MOF. The special purpose fund will be available to satisfy CLIC’s operating expenses, including the payment of benefits and claims obligations arising from the non-transferred policies, as well as expenses incurred in operating the special purpose fund, including third-party management fees and professional fees, and such other purposes as the management committee of the fund may agree. A management committee comprised of three representatives from the MOF and three representatives from CLIC oversees the management of the fund, with specified material items subject to the approval of the MOF. The special purpose fund will be dissolved when all claims and benefits under the non-transferred policies have been paid, or sooner if the management committee so agrees.

The MOF’s approval of the special purpose fund issued to CLIC provides that in the event there is any deficiency in the special purpose fund for so long as the fund is in existence as described above to meet any payment obligation arising out of the non-transferred policies, the MOF will provide support through the injection of funds to ensure the payments of benefits and claims to the policyholders of the non-transferred policies. We have been advised by our PRC legal counsel, King & Wood, that (1) the MOF has the authority to issue this approval regarding the special purpose fund, (2) the approval is valid and effective and (3) it has no reason to believe that the MOF will revoke the approval.

In accordance with generally applicable tax laws and regulations, CLIC, AMC and ourselves will file income tax returns and pay our respective income taxes as separate and independent taxpayers. According to a circular issued by the MOF, a portion of the income tax payments made by CLIC and us during the period of January 1, 2003 to December 31, 2010 will be rebated to CLIC. All of the income tax payments made by AMC may also be rebated to CLIC, if the current shareholding structure of AMC remains unchanged.

As of the date of this annual report, CLIC is in the process of applying for the extension of the period during which the income tax payments will be rebated.

We have been advised by our PRC legal counsel, King & Wood, that following the restructuring we would not have any continuing obligations to holders of the non-transferred policies and that there is no legal basis on which holders of the non-transferred policies can make a claim against China Life. King & Wood based its conclusion on, among other things, the following factors: (1) after the restructuring, China Life was established as a separate legal entity and China Life’s assets and liabilities should be regarded as distinct and separate from those of CLIC; (2) there is no contractual relationship, direct or indirect, between the holders of the non-transferred policies and China Life; (3) the restructuring (including the transfer of the transferred policies to China Life) has been approved by the CIRC and has been conducted without infringing upon the rights of the holders of non-transferred policies; (4) the arrangements made under the restructuring agreement, in particular the MOF’s support as described above, are expected to enable CLIC to satisfy its obligations under the non-transferred policies; and (5) PRC regulatory authorities have no legal power to direct China Life to assume CLIC’s obligations under the non-transferred policies or to indemnify the holders of the non-transferred policies.

See “Item 3. Key Information—Risk Factors—Risks Relating to the Restructuring”.

Developments After Restructuring

On November 23, 2003, we established an asset management joint venture, AMC, with CLIC, in connection with the restructuring. AMC manages our investment assets and, separately, substantially all of those of CLIC. On December 30, 2006, we established a property and casualty joint venture, CLPCIC, with CLIC. On January 15, 2007, we established a pension insurance joint venture, China Life Pension, with CLIC and AMC.

On September 3, 2013, we established a wholly owned subsidiary, China Life (Suzhou) Pension and Retirement Investment Company Limited, or Suzhou Pension Company. The registered capital of Suzhou Pension Company is RMB 300 million.

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In December 2003, we successfully completed our initial public offering of H shares, including H shares in the form of American depositary shares, or ADSs, and raised approximately RMB 24,707 million in aggregate net proceeds. Upon completion of our initial public offering, our H shares became listed on the Hong Kong Stock Exchange and ADSs each representing 40 of our H shares became listed on the New York Stock Exchange. The ratio of ADSs to H shares was reduced from 40 H shares to 15 H shares on December 29, 2006.

In December 2006, we issued 1,500,000,000 new ordinary domestic shares through public offering on the SSE at the offering price of RMB 18.88 per share, raising RMB 28,320 million in aggregate gross proceeds. The A shares have been listed on the SSE since January 9, 2007. Prior to the offering, CLIC held 19,323,530,000 ordinary domestic shares, or CLIC A shares, which have been registered with the China Securities Depository and Clearing Corporation Limited as circulative A shares with restrictive trading following the A share offering. CLIC has undertaken that for a period of 36 months commencing on January 9, 2007 it will not transfer or put on trust the CLIC A shares held by it or allow such CLIC A shares to be repurchased by China Life. On January 11, 2010, 19,323,530,000 CLIC A shares were released from trading restrictions. Of this amount, 150,000,000 shares had remained frozen in accordance with relevant Chinese regulations until December 2010.

We incurred capital expenditures of RMB4,737RMB 4,594 million (US$718759 million), RMB 2,4564,166 million and RMB 2,1274,719 million in 2010, 20092013, 2012 and 2008,2011, respectively. These capital expenditures mainly comprised of the addition of properties for office premisesour own use and electronic equipment.

B. BUSINESS OVERVIEW

We had nearly 129177 million individual and group life insurance policies, annuity contracts and long-term health insurance policies in force as of December 31, 2010.2013. We also offer accident and short-term health insurance policies to individuals and groups. As of December 31, 2010,2013, the average guaranteed rate of return of the products we offered was 2.41%2.45%. For the financial year ended December 31, 2010,2013, our lapse rate was approximately 2.31%3.86%. The policy persistency rate, which measures the ratio of the insurance policies that are still effective after a certain period, was 93.0%89.00% for 14 months after issuance and 87.6%88.00% for 26 months after issuance.

Individual Life Insurance

We offer life insurance and annuity products to individuals, primarily through a distribution force comprised of approximately 706,000653,000 exclusive agents operating in approximately 18,95317,536 field offices throughout China, as well as other non-dedicated agencies located at branch offices of banks, banking operations of post offices and other organizations. The financial results of our individual long-term health and long-term accident insurance business are also reflected in our individual life insurance business segment. Gross written premiums generated by our individual life insurance products, including long-term health and long-term accident insurance products, totaled RMB302,781RMB 303,660 million (US$45,87650,161 million) for the year ended December 31, 2010,2013, RMB 261,715305,841 million for the year ended December 31, 20092012 and RMB 252,130302,012 million for the year ended December 31, 2008,2011, constituting 95.2%93.1%, 94.8% and 94.9% of our total gross written premiums for those periods. The figure for 20102013 represented a 15.7% increase0.7% decrease from 2009.

2012.

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The following table sets forth selected financial and other data regarding our individual life insurance business as of the dates or for the periods indicated.
                     
  As of or for the year ended  Annual 
  December 31,  growth rate 
  2008  2009  2010  2010  (2008-2010) 
  RMB  RMB  RMB  US$    
  (in millions, except as otherwise indicated) 
Individual life gross written premiums  252,130   261,715   302,781   45,876   9.6%
Individual life liabilities of insurance contracts  654,037   808,591   1,008,201   152,758   24.2%
Individual life liabilities of investment contracts  10,928   14,579   15,664   2,373   19.7%

   As of or for the year ended
December 31,
   Compound
annual

growth rate
 
   2011   2012   2013   2013   (2011-2013) 
   RMB   RMB   RMB   US$     
   (in millions, except as otherwise indicated) 

Individual life gross written premiums

   302,012     305,841     303,660     50,161     0.27

Individual life liabilities of insurance contracts

   1,189,777     1,374,777     1,480,793     244,610     11.56

Individual life liabilities of investment contracts

   13,349     11,646     11,364     1,877     (7.73)% 

Products

We offer a wide variety of life insurance and annuity products to individuals, providing a wide range of coverage for the whole length of a policyholder’s life. Our individual life insurance and annuity products consist of whole life and term life insurance, endowment insurance and annuities. The financial results of our long-term health and long-term accident insurance business are also reflected in our individual life insurance business segment.

We offer both non-participating and participating products. There were approximately 78.12112.55 million non-participating policies and 50.6164.87 million participating policies as of December 31, 2010,2013, among which approximately 53.2061.28 million non-participating policies and 44.7749.24 million participating policies are offeredwere sold to individuals.

The following table sets forth selected financial information regarding our individual life insurance and annuity products, including long-term health and long-term accident products, for the periods indicated.

                 
  For the year ended December 31, 
  2008  2009  2010  2010 
  RMB  RMB  RMB  US$ 
  (in millions) 
Gross written premiums
                
Whole life and term life insurance  35,729   38,665   39,747   6,022 
Endowment  188,099   184,841   220,505   33,410 
Annuities  28,302   38,209   42,529   6,444 

   For the year ended December 31,   Compound
annual
growth rate
 
   2011   2012   2013   2013   (2011-2013) 
   RMB   RMB   RMB   US$   

 

 
   (in millions, except as otherwise indicated) 

Gross written premiums

          

Whole life and term life insurance

   40,233     40,210     46,481     7,678     7.48

Endowment

   221,925     227,770     209,034     34,530     (2.95)% 

Annuities

   39,854     37,861     48,145     7,953     9.91

Whole Life and Term Life Insurance

Non-participating whole life and term life insurance

We offer non-participating whole life and term life insurance products.

Non-participating whole life insurance products provide a guaranteed benefit, pre-determined by the contract, upon the death of the insured, in return for the periodic payment of fixed premiums over a pre-determined period. Premium payments may be required for the length of the contract period, to a specified age or for a specified period, and are typically level throughout the period.

The guaranteed rate of return in China for non-participating whole life insurance products has been capped at 2.50% by the CIRC since June 1999. We believe that the insurance market will continue to move away from non-participating whole life insurance products to participating whole life insurance products.

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Non-participating term life insurance products provide a guaranteed benefit upon the death of the insured within a specified time period in return for the periodic payment of fixed premiums. Specified coverage periods generally range from 5 to 2030 years or expire at specified ages. Death benefits may be level over the period or increasing. Premiums are typically at a level amount for the coverage period. Term life insurance products are sometimes referred to as pure protection products, in that there are normally little or no savings or investment elements. Unlike endowment products, term life insurance policies expire without value at the end of the coverage period if the insured person is still alive.

Participating whole life insurance

We also offer participating whole life insurance products, which are traditional whole life insurance policies that also provide a participation feature in the form of dividends. The policyholder is entitled to share a portion of the distributable earnings from participating products, as determined by us based on formulas prescribed by the CIRC. Under guidelines issued by the CIRC, the dividends must be no less than 70% of the distributable earnings from participating products. Policyholders may receive dividends in cash or apply them to increase death benefits or cash values available upon surrender.

Endowment

Non-participating endowment products

Non-participating endowment products provide to the insured various guaranteed benefits if the insured survives specified maturity dates or periods stated in the policy, and provide to a beneficiary designated by the insured guaranteed benefits upon the death of the insured within the coverage period, in return for the periodic payment of premiums. Specified coverage periods generally range from 5 to 2030 years or end at specified ages. Premiums are typically at a level amount for the coverage period.

Although non-participating endowment products have historically been among the most popular individual life insurance products in China, we believe that, as the prevailing permitted guaranteed rate in China remains capped at the current level of 2.50% as it has been for the past several years, the market has shifted away from these products in favor of participating endowment products.

Participating endowment products

We also offer participating endowment products, which are endowment policies that also provide a participation feature in the form of dividends. Policyholders are entitled to share a portion of the distributable earnings from participating products, as determined by us based on formulas prescribed by the CIRC. Under guidelines issued by the CIRC, the dividends must be no less than 70% of the distributable earnings from participating products. Policyholders may receive dividends in cash or apply them to increase death benefits or cash values available upon surrender.

Hong Participating endowment products are among the most popular individual life insurance products in China.

Xin Feng Endowment and Hong FuYing Endowment have generated the most income for participating endowment products in 2010. Hong2013. Xin Feng Endowment had RMB 29,86832,766 million (US$4,5255,413 million) of net premiums in 2010,2013, representing 9.9%10.8% of nettotal gross written premiums of our individual life insurance business. Hong FuYing Endowment had RMB 44,32029,234 million (US$6,7154,829 million) of net premiums in 2010,2013, representing 14.6%9.6% of total gross writtennet premiums of our individual life insurance business. The net premiums earned from our participating endowment products increaseddecreased by RMB 36,30114,215 million, or 21.8%6.8%, to RMB 203,216193,579 million (US$30,79031,977 million) in 20102013 from RMB 166,915207,794 million in 2009.

2012.

Annuities

Annuities are used for both asset accumulation and asset distribution needs. Annuitants pay premiums into our accounts, and receive guaranteed level payments during the payoff period specified in the contracts. We offer both non-participating and participating annuities. For non-participating annuity products, risks associated with the investments are borne entirely by us. A significant portion of our non-participating annuity products imposes charges upon an early surrender or withdrawal of the contract.

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Participating annuity products are annuities that provide a participation feature in the form of dividends. The dividends are determined by us in the same manner as our life insurance policies. Annuitants may receive dividends in cash or apply them to increase annuity benefits or reduce the premiums or deposits required to maintain the contract in force. Like non-participating annuities, a significant portion of our participating annuity products imposes charges upon an early surrender or withdrawal of the contract.

Universal Life Products

Universal life products are life insurance policies with flexible premium and benefit amounts. For each universal life policy, we establish a separate account and determine the interest credit rate, mortality and expense charges specifically for such account. The benefits of universal life products are linked to the account value of each separate account.

We began the sale of universal products in certain provinces on a trial basis since 2005. In 2010, we sold universal products in most provincial capitals and some large and medium size cities of the PRC.

Marketing and Distribution

We have historically sold most of our individual life insurance and annuity products to the mass market and will continue to actively serve this market. However, we believe our core individual customer base will evolve as China’s economy develops. We will seek to capitalize on the market opportunities in the growing affluent segment of China’s population by focusing our marketing efforts on individuals residing in urban and economically developed coastal areas of China, where disposable income is relatively higher and, we believe, demand for life insurance and annuity products is greater. In addition, we arehave been implementing a new customer segmentation sales approach which targets individuals of various income and education levels with different products. Under this sales approach, individuals in different periods of their lives are marketed with different life insurance and annuity products, with these products in many cases supplemented by our individual accident and health products.

We distribute our individual life and annuity products nationwide through multiple channels. Our primary distribution system is comprised of approximately 706,000653,000 exclusive agents operating in approximately 18,95317,536 field offices throughout China. In addition, we are implementing our customer-oriented market segmentation sales initiatives to all exclusive agents nationwide. While continuing to invest in our exclusive agent force, we have also expanded into other distribution channels, primarily non-dedicated agencies located in approximately 97,00088,000 outlets of commercial banks and banking operations of post offices, and savings cooperatives, to diversify our distribution channels and to achieve higher growth. See “—Distribution Channels”.

Group Life Insurance

We are a leading group life insurance company in China, providing group life insurance and annuity products to the employees of many of China’s large companies and institutions, including many of the Fortune Global 500 companies operating in China. We offer group life insurance and annuity products to the employees of companies and institutions through approximately 14,0002,700 sales teams with approximately 17,000 direct sales representatives, operating in more than 2,700 branch offices as well as insurance agencies and insurance brokerage companies. The financial results of our group long-term health and long-term accident insurance business are also reflected in our group life insurance business segment. Gross written premiums generated from our group life insurance and annuity products totaled RMB473RMB 2,060 million (US$72340 million) for the year ended December 31, 2010,2013, RMB 190469 million for the year ended December 31, 20092012 and RMB 340438 million for the year ended December 31, 2008,2011, constituting 0.15%0.63%, 0.07%0.15% and 0.13%0.14% of our total gross written premiums for each respective year. The figure for 20102013 represented a 148.9%339.2% increase from 2009.2012. This increase was primarily due to a considerablean increase in premiums earned from group term life insurance products and whole life insurance products.

annuities.

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The following table sets forth selected financial and other data regarding our group life insurance business as of the dates or for the periods indicated.
                     
  As of or for the year ended  Annual 
  December 31,  growth rate 
  2008  2009  2010  2010  (2008-2010) 
  RMB  RMB  RMB  US$    
  (in millions, except as otherwise indicated) 
Group life gross written premiums  340   190   473   72   17.9%
Group life liabilities of insurance contracts  811   632   695   105   (7.4)%
Group life liabilities of investment contracts  54,135   52,747   54,507   8,259   0.3%

   As of or for the year ended
December 31,
   Compound
annual

growth rate
 
   2011   2012   2013   2013   (2011-2013) 
   RMB   RMB   RMB   US$     
   (in millions, except as otherwise indicated) 

Group life gross written premiums

   438     469     2,060     340     116.87

Group life liabilities of insurance contracts

   709     727     2,153     356     74.26

Group life liabilities of investment contracts

   56,448     54,993     53,723     8,874     (2.44)% 

Products

We offer group annuity products and group whole life and term life insurance products to enterprises and institutions. We bundle these products to serve as part of our group customers’ overall employee benefit plans. We also market each group product as an independent product. We believe we are the market leader in the development of group annuity products.

The following table sets forth selected financial information regarding our group life insurance and annuity products, including long-term health and long-term accident products, for the periods indicated.

                 
  For the year ended December 31 
  2008  2009  2010  2010 
  RMB  RMB  RMB  US$ 
  (in millions) 
Gross written premiums:
                
Group annuities  41   18   21   3 
Group whole life and term life insurance  299   172   452   68 

   For the year ended December 31   Compound
annual
growth rate
 
   2011   2012   2013   2013   (2011-2013) 
   RMB   RMB   RMB   US$     
   (in millions) 

Gross written premiums:

          

Group annuities

   20     3     1,489     246     762.84

Group whole life and term life insurance

   418     466     571     94     16.88

Group Annuities

In our non-participating group annuities, interest on an annuitant’s deposits is credited to each participating employee’s personal account.

We also offer participating group annuities. In our participating group annuities, interest on an annuitant’s deposits is either credited to the participating employee’s personal account or credited to the participating employee’s personal account as well as the employer’s group account, calculated at a guaranteed interest rate set at the time the product is priced, subject to a cap fixed by the CIRC, which currently is 2.50%.account. The annuitant is entitled to share a portion of our distributable earnings derived from our participating products, as determined by us based on formulas prescribed by the CIRC, in excess of the rate we guarantee to participating employees.

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Group Whole Life and Term Life Insurance

We offer group non-participating whole life insurance products and group non-participating term life insurance products. Our group whole life and term life insurance products insure against death and serious disabilities due to accidents and illness.

Marketing and Distribution

We target our group life insurance and annuity products to large institutional customers in China, including branches of foreign companies, which we believe have a greater awareness of and need for group life insurance and annuity products. We have long-term customer relationships with many of China’s largest companies and institutions. We provide large group customers with products having flexible fee and dividend structures, as well as enhanced real-time customer service. While continuing to focus on large institutional clients, we also target small- to medium-sized companies in economically developed regions to supplement our growth and to increase our profits.

We market our group life insurance and annuity products primarily through our direct sales representatives. We also market our group life insurance and annuity products through commercial banks, banking operations of post offices, insurance agency companies and insurance brokerage companies. We believe our sales network has a geographic reach unparalleled by any other life insurance company in China, serving almost every county in China. See “—Distribution Channels”.

Short-term Insurance

We offer a broad array of short-term insurance products, including short-term accident insurance and short-term health insurance products, in China.

The following table sets forth selected financial and other data regarding our short-term accident insurance and short-term health insurance businesses as of the dates or for the periods indicated. The financial results of our long-term health insurance and long-term accident insurance businesses are reflected in our individual and group life insurance business segments, respectively. See “—Individual Life Insurance” and “—Group Life Insurance”.

                     
  As of or for the year ended  Annual 
  December 31,  growth rate 
  2008  2009  2010  2010  (2008-2010) 
  RMB  RMB  RMB  US$    
  (in millions, except as otherwise indicated) 
Short-term accident insurance premiums  6,221   7,076   7,657   1,160   10.9%
Short-term health insurance premiums  6,965   6,989   7,318   1,109   2.5%
Accident and health reserves for claims and claim adjustment expenses (gross)  2,780   2,944   3,304   501   9.0%
Accident and health insurance unearned premium reserves (gross)  5,237   5,997   5,935   899   6.5%

   As of or for the year ended
December 31,
   Compound
annual

growth rate
 
   2011   2012   2013   2013   (2011-2013) 
   RMB   RMB   RMB   US$     
   (in millions, except as otherwise indicated) 

Short-term accident insurance gross written premiums

   8,766     9,527     10,623     1,755     10.08

Short-term health insurance gross written premiums

   7,036     6,905     7,433     1,228     2.78

Accident and health reserves for claims and claim adjustment expenses

   3,189     3,078     3,315     548     1.96

Accident and health insurance unearned premium reserves

   5,698     5,955     6,757     1,116     8.90

Accident Insurance

We are the leading accident insurance provider in China. Our short-term accident insurance gross written premiums totaled RMB7,657RMB 10,623 million (US$1,1601,755 million) for the year ended December 31, 2010,2013, RMB 7,0769,527 million for the year ended December 31, 20092012 and RMB 6,2218,766 million for the year ended December 31, 2008,2011, constituting 2.4%3.3%, 2.6%3.0% and 2.3%2.8% of our total gross written premiums for those periods.

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Products

We offer a broad array of accident insurance products to both individuals and groups.

Individual accident insurance

Individual accident insurance products provide a benefit in the event of death or disability of the insured as a result of an accident, or a reimbursement of medical expenses to the insured in connection with an accident. Typically, a death benefit is paid if the insured dies as a result of the accident within 180 days of the accident, and a disability benefit is paid if the insured is disabled, with the benefit depending on the extent of the disability. If the insured receives medical treatment at a medical institution approved by us as a result of an accident, individual accident insurance products also may provide coverage for medical expenses. We offer a broad array of individual accident insurance products, such as insurance for students and infants against death and disability resulting from accidental injury and comprehensive coverage against accidental injury. We also offer products to individuals requiring special protection, such as accidental death and disability insurance for commercial air travel passengers and automobile passengers and drivers. The terms of individual accident insurance products range from a few hours to one year.

Group accident insurance

We offer a number of group accident insurance products and services to businesses, government agencies and other organizations of various sizes. We also offer group accident products targeted at specific industry groups, such as construction worker related accident insurance to construction companies, and law enforcement personnel accident insurance to various law enforcement agencies.

Marketing and Distribution

We market our individual accident insurance products through our direct sales force and our exclusive agent sales force, as well as intermediaries, such as non-dedicated agencies located at outlets of commercial banks, banking operations of post offices, savings cooperatives, travel agencies, hotels and airline sales counters and insurance agency and insurance brokerage companies. We market our group accident insurance products primarily through our direct sales representatives and the same intermediaries we use to sell our individual accident products. See “—Distribution Channels”.

We use our individual and group product distribution channels to market our accident products either as primary products, as riders or as supplementary products packaged with our life, annuity or health products. Our direct sales representatives market our short-term individual accident products to employees of our institutional customers.

Health Insurance

We offer a broad array of short-term health insurance products and services to both individuals and groups, including disease-specific insurance, medical expense insurance and defined benefit insurance. Our short-term health insurance gross written premiums totaled RMB7,318RMB 7,433 million (US$1,109 million )1,228 million) for the year ended December 31, 2010,2013, RMB 6,9896,905 million for the year ended December 31, 20092012 and RMB 6,9657,036 million for the year ended December 31, 2008,2011, constituting 2.3%, 2.5%2.1% and 2.6%2.2% of our total gross written premiums for those periods. The figure for 20102013 represented a 4.7%7.6% increase from 2009.

2012.

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Our health insurance business shares our nationwide life insurance sales force and distribution network of exclusive agents. Our policy review and claim adjustment processes are facilitated through a team of supporting personnel with medical training.

Products

We offer short-term health insurance products to both individuals and groups. We classify our health insurance products as short-term products, having policy terms of less than or up to one year, and long-term products, having policy terms longer than one year. We offer both short-term and long-term defined health benefit plans, medical expense reimbursement plans and disease-specific plans to individuals and groups.

Defined health benefit plans

These plans provide a fixed payment based on the number of days of hospitalization for specific diseases or surgical operation. Policyholders either pay premiums in a single payment or on a periodic basis.

Medical expense reimbursement plans

These plans provide for the reimbursement of a portion of the participant’s outpatient or hospitalization treatment fees and expenses. Policyholders either pay premiums in a single payment or on a periodic basis or, for certain group medical expense reimbursement plans, irregularly as determined by the policyholder.

Disease-specific plans

These plans provide a fixed payment benefit for various diseases. Premium payments for disease-specific plans are paid either in a single payment or on a periodic basis.

Marketing and Distribution

We offer our health insurance products to both individuals and groups through the same distribution channels we use to market our life insurance products. We market our individual health insurance products through our exclusive agent sales force. We market our group health insurance products primarily through our direct sales representatives. See “—Distribution Channels”.

We use our individual and group product distribution channels to market our health products either as primary products, as riders or as supplementary products packaged with our life, annuity or accident insurance products. We conduct extensive health insurance related training programs for our direct sales representatives and our exclusive agents.

Supplementary Major Medical Insurance

As part of the Chinese government’s overall medical insurance scheme, supplementary major medical insurance reimburses policyholders for a specified percentage of their high medical expenses caused by major illnesses which are in excess of the maximum amounts covered by the basic social medical insurance and will otherwise be borne by the individuals.

The Chinese government has launched pilot supplementary major medical insurance programs in various areas in China. Local governments in these pilot areas use a portion of the basic medical insurance funds to purchase supplementary major medical insurance service from qualified insurance companies through a government tender. Supplementary major medical insurance offers protection to all the policyholders covered by the basic social medical insurance in the pilot areas and policyholders do not need to pay any extra premium for the supplementary major medical insurance.

We commenced our supplementary major medical insurance business in 2013. We have obtained the qualification to engage in supplementary major medical insurance business. We won the bids for 76 projects of supplementary major medical insurance in 2013 in areas including Liaoning province and Jilin province.

The following table sets forth selected financial and other data regarding our supplementary major medical insurance business as of the dates or for the periods indicated.

   As of or for the year ended
December 31,
 
   2011   2012   2013   2013 
   RMB   RMB   RMB   US$ 
   (in millions, except as otherwise indicated) 

Supplementary major medical insurance gross written premiums

   —       —       2,514     415  

Supplementary major medical insurance reserves for claims and claims adjustment expenses

   —       —       1,340     221  

Supplementary major medical insurance unearned premiums reserves

   —       —       139     23  

Product Development

In 2010,2013, in line with our general development strategy, we developed and introduced 1950 new products, including 1224 long-term insurance products consisting of 10seven life insurance products, and twosix annuity products, eight health insurance products;products and seventhree accident insurance product; and 26 short-term insurance products consisting of two11 accident insurance products, four13 health insurance products and onetwo life insurance product with a term of one year.

35


With respect to long-term insurance products, we developed and introduced, among others:

for individual insurance distribution channels, the Fu Lu Man Tang pension annuity product,2013 edition of Ruixin insurance package, which mayis designed to meet diversified customera variety of protection needs of customers by allowing the customers to determine certain terms of this product, including the starting age of receiving the annuity payment, the annuity payment periodoffering survival returns, critical illness coverage and types of payment received; the Fu Lu Participating series, including Fu Lu Jin Zun Participating Endowmentprotection for natural death and Fu Lu Cheng Xiang Participating Endowment, with improved wealth management and protective functions; the Fu Man Yi Sheng Participating Endowment, which enhances the series of periodic return products;accidental death; and the Xiang Tai series, including Xiang Tai Term“China Life and Xiang Tai Whole Life, which enhances the product’s protective function to satisfy a group of customers with particular needs for protection. In addition, we also developed and introduced our first general supplemental major disease product, China Life Supplemental Major DiseaseGolden Account Annuity Insurance (Class A)(Universal Type)”, which may be packaged with our major individual life insurance products to improveupgrades the attractiveness of these major insurance products;survival benefit accumulation and accrual accounts;

for bancassurance distribution channels, the upgraded“Xinfeng Endowment Insurance (Participating)”, which effectively supports our business development; our first cancer insurance – China Life Term Illness Insurance for Bank Employees – in order to promote protection levels and modified Hong Taithe business value of bancassurance products; and Kang You products, includingXinfeng New Hong Tai Participating Endowment and Supplemental Kang You Major Disease Insurance (Version 2010). New Hong Tai increases(Type A), a new product developed in response to the removal of the 2.50% cap on the guaranteed rates paidrate of return for non-participating life insurance products, which provides protection for accidental death and better satisfies market needs; and

for telephone distribution channels, the 2013 edition of the China Life Hong Kang Insurance Package, a new product developed in response to the customers and the embedded valueremoval of the product, and2.50% cap on the upgraded Kang You (Version 2010) may be packaged with other major bancassurance products, which may enhance the protective functionguaranteed rate of bancassurance products;
our first group investment-linkedreturn for non-participating life insurance product, Wen Ying Yi Sheng Group Annuity Investment-linked Insurance, to be marketed through group insurance channels; andproducts.
the An Xin Endowment and the Supplemental An Xin Long-term Accident Insurance, which are expected to be particularly attractive for marketing through telephone sales.

With respect to short-term insurance products, we introduced a series of supplemental rural micro-insurance, Rural Subsidized Poverty Loan Borrower Accident Micro-insurancedeveloped China Life Critical Illness Group Medical Insurance for Urban and Rural Subsidized Poverty Loan Borrower Term Life Micro-insurance,Residents (Type A and Type B) for different target groups in developed and less developed regions. In order to further segment the market and meet theparticular customer needs, of the large number of people in rural areas. We alsowe developed a series of short termseveral featured short-term insurance products, including An Ning Fracture Accident In-Patient Compensation Medical Insurance, Supplemental Highland Disease Medical Insuranceproducts for students and Women’s Reproductive Health Care Group Disease Insurance,products covering particular high plateau-related illnesses tailored to meet the needs of particular groups.

Tibet Autonomous Region.

Distribution Channels

We believe we have the largest distribution force with the most extensive geographic reach compared with any of our competitors. Our distribution network reaches almost every county in China. ThroughoutChina.Throughout China, we have approximately 706,000653,000 exclusive agents operating in approximately 18,95317,536 field offices for our individual products and approximately 2,700 sales teams with more than 14,00017,000 direct sales representatives in more than 2,700 branch offices for group products. We have a multi-channel distribution network selling individual and group insurance products through intermediaries, primarily non-dedicated agencies located in approximately 97,00088,000 outlets of commercial banks and banking operations of post offices and savings cooperatives as of the end of December 2010, which was an increase from 2009. This increase was because we further strengthened our cooperation with small to medium sized banks.2013. Commission rates vary by product, based on such factors as the payment terms and period over which the premiums are paid for the product, as well as CIRC regulations. We support our agents and representatives through training programs, sales materials and information technology systems.

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Exclusive agent force

Our exclusive agent force of approximately 706,000653,000 agents, including those who are not qualified, is the primary distribution channel for our individual life, health and accident insurance products.

The following table sets forth information relating to our exclusive agent force as of the dates indicated.

             
  As of December 31, 
  2008  2009  2010 
Number of exclusive agents (approximately)  716,000   777,000   706,000 
Number of field offices  16,813   19,000   18,953 

   As of December 31, 
   2011   2012   2013 

Number of exclusive agents (approximately)

   685,000     693,000     653,000  

Number of field offices

   18,465     17,960     17,536  

Our exclusive agent force is among our most valuable assets, allowing us to more effectively control our distribution and build and maintain long-term relationships with our individual customers. The number of our exclusive agents decreased from 777,000693,000 as of the end of 20092012 to 706,000653,000 as of the end of 2010. This decrease was primarily due2013. During 2013, we have attracted some new qualified agents. At the same time, we have continued carrying out performance reviews in 2013, which have led to the strengthened performance review conducted by us in 2010, as a resultdeparture of which a number of exclusive agents with lower productivity level left.productivity. In addition, the market competition for qualified agents has increased due to the new Sales Personnel Rules issued by the CIRC. See “Item 3. Key Information—Risk Factors—Risks Relating to Our business—Our growth is dependent on our ability to attract and retain productive agents.” We believe that our customers and prospective customers prefer the personal approach of our exclusive agents and, therefore, we believe our exclusive agent force will continue to serve as our core distribution channel.

Beginning in 2006, we

We also acceleratedcontinued the development of a special sales force targeting “orphan policies” (policies which were serviced by former individual agents who have since left the company).

Individual insurance agents, representatives of insurance agencies and insurance brokers are required to obtain qualification certificates issued by the CIRC. See “Item 4. Information on the Company—Business Overview—Regulatory and Related Matters — Matters—Regulation of Insurance Agencies, Insurance Brokers and Other Intermediaries”. Under applicable CIRC regulations, we and members of our management may face sanctions if we retain individual agents without CIRC qualification certificates, and policyholders who bought insurance policies through our unqualified agents are allowed to cancel the policies, under some circumstances. As of December 31, 2010,2013, approximately 99.8%99.87% of our individual agents had obtained such a certificate.

We supervise and provide training to our exclusive agents through more than 1,1001,700 full-time trainers and 18,00030,000 part time trainers. We set product management and customer service standards, and have developed risk warning and credit rating systems, which we require all of our field offices and agents to meet, and conduct field tests with a view to ensuring quality. We also have an extensive training program.

We compensate our exclusive agent force through a system of commissions and bonuses to reward performance. Our agents are compensated based on a commission rate that generally decreases over the premium period. For short-term insurance products, our exclusive agents are generally compensated with fixed agent fees. We provide annuities, group commercial supplemental pension insurance, group life and medical insurance for our exclusive agents. We motivate our agents by rewarding them with performance-based bonuses and by organizing sales-related competitions among different field offices and sales units. We also try to increase the loyalty of our exclusive agents through other methods, such as through participation in sales conferences.

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We believe we have the largest exclusive agent sales force in China. We intend to improve the quality and productivity of our individual exclusive agent force and reduce the attrition rate of our agents by taking the following actions:

improving the overall productivity of our exclusive agents by expandingimplementing our customer-oriented market segmentation sales approach, assigning sales tasks matching the strengths of each individual agent, and providing standardized sales services to all agents nationwide;services;

motivating our exclusive agents with an improved performance-based compensation scheme;

building a more professional exclusive agent force by improving our education and training programs and enhancing our training efforts and increasing the number of qualified exclusive agents;

improving the quality of our exclusive agent force by expanding our recruitment program and standardizing our recruitment procedures and admission requirements; and

improving the efficiency of our exclusive agents by providing sales support, including improving and equipments, including expanding the China Life E-Home sales support system nationwide and equipping our more productive exclusive agents with personal electronic devices to further enhance their marketing, time management and customer service capabilities.

Group distribution channel

Our group distribution channel is comprised of our direct sales force and intermediaries.

Direct sales force

Our direct sales force is our primary distribution system for our group life insurance and annuities, group accident insurance and group health insurance products, as well as our individual accident insurance and individual short-term health insurance products.

Our direct sales representatives include approximately 4,0003,000 full-time employees and 10,00014,000 agents and operate in more than 2,700 branch offices across China.

for group insurance.

We believe our direct sales force allows us to more effectively control our distribution and build and maintain long-term relationships with our group customers and, therefore, will continue to serve as our primary distribution system for our group products. We believe maintaining our leading position in the group insurance market depends on a professional and qualified direct sales force, and we have devoted substantial resources to the training and supervision of our direct sales force in recent years. We set product management and customer service standards which we require all of our branch offices and direct sales representatives to meet, and conduct field tests to centralize quality control and management. We also have an extensive training program.

We motivate our direct sales representatives by rewarding them with performance-based bonuses and by organizing sales and services-related competitions among different branch offices and sales units.

Intermediaries

We also offer individual and group products through intermediaries. Our distribution channels are primarily comprised of non-dedicated agencies located in approximately 97,000 outlets of commercial banks, banking operations of post offices and savings cooperatives, as well as

We market group products through dedicated insurance agencies and insurance brokerage companies.

Dedicated insurance agencies and insurance brokerage companies work with companies primarily to select group insurance providers and group products and services in return for commission fees. Currently, the market of dedicated insurance agencies and insurance brokerage companies in China generally remains underdeveloped. However, we expect that the dedicated insurance agencies and insurance brokerage companies will play a more important role in sales of our group products in the future.

38

We also sell short-term insurance products through other non-dedicated agencies. Currently, we have non-dedicated agencies operating at outlets of travel agencies, commercial banks, credit cooperatives, small loan companies and airline sales counters. We expect non-dedicated agencies to become an increasingly important distribution channel for individual products.


Bancassurance channel

We have bancassurance arrangements with major commercial banks savings cooperatives and banking operations of post offices in China, and currently generate a significant portion of our total sales through bancassurance. Our distribution channels are primarily comprised of non-dedicated agencies located in approximately 88,000 outlets of commercial banks and banking operations of post offices. Bancassurance is a steady growing channel, and we will continue to dedicate substantial resources through our bancassurance department, to develop our bancassurance business, with a focus on key cities. We have established strategic alliances with many banks. We intend to improve the attractiveness of our products by providing new products and all-around services to each major bank and providing training and integrated systems support to our banking partners.

Other non-dedicated agenciesdistribution channels

In addition to bancassurance,

We also sell individual products through other newly developed distribution channels including telephone sales and internet-based sales.

The major products sold through our telephone sales channel are individual insurance and health insurance products and supplementary major medical insurance. As a new sales channel developed in recent years, the sales generated by our telephone sales channel have been rapidly increased and we alsobelieve that its growth will continue.

We sell short-term insurance products, including tourism, comprehensive accident, traffic, overseas travel, family, student and juvenile insurance products, through other non-dedicated agencies. Currently, weour website atwww.e-chinalife.com. The number of customers and sales volume of our internet-based sales channel have non-dedicated agencies operating at outletsbeen steadily increasing over the past several years due to the improvement of travel agencies, hotelsthe process for internet-based sales business with respect to customer registration and airline sales counters. We expect non-dedicated agencies to become an increasingly important distribution channel for individual products.

Other intermediaries
inquiry, product purchase and information checks. We also market groupsell products through dedicatedthe internet-based sales platforms of insurance brokerage companies, insurance agencies and insurance brokerage companies. Dedicated insurance agencies and insurance brokerage companies work with companies primarilyother qualified third-party websites.

Gross written premiums attributable to select group insurance providers and group products and services in return for commission fees.

Currently,each distribution channel

Beginning from the marketyear ended December 31, 2011, we started to derive statistics to present gross written premiums attributable to each distribution channel. The following table sets forth gross written premiums attributable to each distribution channel, as of dedicated insurance agencies and insurance brokerage companies in China remains generally underdeveloped. However, we expect that the dedicated insurance agencies and insurance brokerage companies will play a more important role in sales of our group products in the future.

dates indicated.

   For the year ended December 31 
   2011   2012   2013 
   RMB   RMB   RMB 
   in millions 

Exclusive agent force

   160,588     179,761     197,698  

First-year business of long-term insurance

   33,051     32,197     31,815  

Single

   620     415     413  

First-year regular

   32,431     31,782     31,402  

Renewal business

   121,838     141,999     160,302  

Short-term insurance business

   5,699     5,565     5,581  

Group distribution channel

   12,809     13,562     17,658  

First-year business of long-term insurance

   2,106     2,165     4,720  

Single

   1,941     2,002     4,561  

First-year regular

   165     163     159  

Renewal business

   664     593     563  

Short-term insurance business

   10,039     10,804     12,375  

Bancassurance channel

   144,363     128,863     107,658  

First-year business of long-term insurance

   112,273     91,524     78,178  

Single

   96,974     78,151     69,695  

First-year regular

   15,299     13,373     8,483  

Renewal business

   32,033     37,283     29,387  

Short-term insurance business

   57     56     93  

Other distribution channels

   492     556     3,276  

First-year business of long-term insurance

   291     225     280  

Single

   82     8     18  

First-year regular

   209     217     262  

Renewal business

   194     324     475  

Short-term insurance business

   7     7     7  

Supplementary major medical insurance business

   —       —       2,514  
  

 

 

   

 

 

   

 

 

 

Total

   318,252     322,742     326,290  
  

 

 

   

 

 

   

 

 

 

Competition

Our nearest competitors are Ping An Life, New China Life and China Pacific Life.

In the individual life insurance market, Ping An Life, New China Life, China Pacific Life and we collectively represented 63%65% of total individual life insurance premiums in 2009.2012. We primarily compete based on the nationwide reach of our sales network, the largest distribution force and the level of services we provide, as well as our strong brand name.

In the group life insurance market, Ping An Life, New China Life, China Pacific Life and we collectively represented 61%31% of total group life insurance premiums in 2009.2012. We primarily compete based on the nationwide reach of our sales network, our relationships with large companies and institutions in China, the level of services we provide, as well as our relationships and reputation among large companies and institutions in China.strong brand name.

In the accident insurance market, Ping An Life, New China Life, China Pacific Life and we collectively represented 71%72% of total accident premiums in 2009.2012. We primarily compete based on the nationwide reach of our sales network and the level of services we provide and our strong brand name, as well as our cooperative arrangements with other companies and institutions.

In the health insurance market, Ping An Life, New China Life, China Pacific Life and we collectively represented 58%69% of total health premiums in 2009.2012. We primarily compete based on the nationwide reach of our sales network, the level of services we provide, our multi-layered managed care scheme and systems of policy review and claim management, as well as our strong brand name.

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The following table sets forth market share information for the year ended December 31, 2009,2012, the most recent year for which official market information for separate business segments is available, in all segments of the life insurance market in which we do business.
                     
  Individual             
  Life  Group life  Accident  Health  Total 
  Premiums  Premiums  Premiums  Premiums  Premiums 
  market share  market share  market share  market share  market share 
China Life
  38%  39%  45%  22%  38%
Ping An Insurance Company of China, Ltd.  16%  16%  9%  29%  17%
China Pacific Life Insurance Co. Ltd.  9%  6%  17%  7%  8%
New China Life Insurance Co. Ltd.  8%  0%  4%  7%  8%
Tai Kang Life Insurance Co. Ltd.  8%  16%  4%  6%  9%
Others(1)
  20%  23%  21%  29%  20%
Total  100%  100%  100%  100%  100%

   Individual
life
premiums
market share
  Group life
premiums
market share(1)
  Accident
premiums
market share
  Health
premiums
market share
  Total
premiums
market share
 

China Life

   34  4  37  24  33

Ping An Life Insurance Company of China, Ltd. (2)

   12  5  16  29  14

China Pacific Life Insurance Co. Ltd.

   9  21  15  8  9

New China Life Insurance Co. Ltd.

   10  1  4  8  10

Tai Kang Life Insurance Co. Ltd.

   7  1  5  4  6

Others(3)

   28  68  23  27  28
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

   100  100  100  100  100
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(1)The statistics in the China Insurance Year Book 2013 do not include long-term accident and health insurance products.
(2)For purposes of this annual report, the statistics for Ping An Life Insurance Company of China, Ltd. also include those of Ping An Health Insurance Company of China, Ltd. and Ping An Annuity Insurance Company of China, Ltd.
(3)Others includeinclude: Taiping Life Insurance Co. Ltd., Taiping Pension Co. Ltd., Minsheng Life Insurance Co., Ltd., Sino Life Insurance Co., Ltd., PICC Life Insurance Co., Ltd., PICC Health Insurance Co., Ltd., Hua Tai Life Insurance Co., Ltd., Union Life Insurance Co., Ltd., Greatwall Life Insurance Co., Ltd., Manulife-Sinochem Life Insurance Co. Ltd., Pacific-AntaiCCB Life Insurance Co. Ltd., AXA-Minmetals Assurance Co., Ltd., China CMG Life Insurance Co., Ltd., Citic-Prudential Life Insurance Co., Ltd., John Hancock-TiananTianan Life Insurance Co. Ltd., Generali China Life Insurance Co. Ltd., Sun Life Everbright Life Insurance Co. Ltd., ING Capital Life Insurance Co., Ltd., Haier New York Life Insurance Co., Ltd., Aviva-COFCO Life Insurance Co., Ltd., AEGON-CNOOC Life Insurance Co., Ltd., CIGNA CMC Life Insurance Co., Ltd., Nissay-SVA Life Insurance Co., Ltd., Heng An Standard Life Insurance Co., Ltd., Skandia-BSM Life Insurance Co., Ltd., Sino-US MetlifeUnited MetLife Insurance Co.Company Ltd., Ltd. and Shanghai, Guangdong, Shenzhen, Beijing, Jiangsu, Dongguan and Jiangmen branches of American International Assurance Co., Ltd. (China), Cathay Life Insurance Co., Ltd., Met Life Insurance Co., Ltd., Allianz China Life Insurance Co., Ltd., Samsung Air China life Insurance Co., Ltd., Jiahe Life Insurance Co., Ltd., Dragon Life Insurance Co., Ltd., Zhongxin Grand Oriental Person’s Life Insurance Co., Ltd., Kunlun Health Insurance Co., Ltd., Huaxia Life Insurance Co., Ltd., Sinatay Life Insurance Co., Ltd., Yingda Taihe Life Insurance Co., Ltd., Happy Life Insurance Co., Ltd., Sino-French Life Insurance Co., Ltd., Sunshine Life Insurance Corporation Limited, Pingan Pension Co., Ltd., Pingan Health Insurance Co., Ltd., Guohua Life Insurance Co., Ltd., Hexie Health Insurance Co., Ltd., Aeon Life Insurance Co., Ltd., China Post Life Insurance Co., Ltd., King Dragon Life Insurance Co., Ltd., and Shin Kong HNA Life Insurance Co., Ltd., An Bang Life Insurance CO., Ltd., Zhongrong Life Insurance Co., Ltd., BoComm Life Insurance Co., Ltd., ING-BOB Life Insurance Co., Ltd., HSBC Life Insurance Co., Ltd., Nissay-Greatwall Life Insurance Co., Ltd, Huatai Life Insurance Co., Ltd., Lian Life Insurance Co., Ltd., ABC Life Insurance Co., Ltd., Sino-Conflux Insurance Company, Qian Hai Life Insurance Co., Ltd., Soochow Life Insurance Co., Ltd., Pearl River Life Insurance Co., td., Jixiang Life Insurance Company Limited, Founder Meiji Yasuda Life Insurance Co., Ltd., Pramerica Fosun Life Insurance Co., Ltd. and ICBC-AXA Assurance Co., LTD.

Source:Source: China Insurance Yearbook 2010

2013

We face competition not only from domestic life insurance companies, but also from non-life insurance companies and foreign-invested life insurers. There were 5661 licensed life insurance companies in China as of December 31, 2008, 592011, 67 as of December 31, 20092012 and 6171 as of December 31, 2010.2013. Property and casualty insurers were allowed to sell accident and short-term health insurance products with regulatory approval starting from January 2003, which we believe will lead to greater competition in the accident and health insurance sectors, especially in the group accident and group health insurance products. In addition, we believe that elimination of geographic limitations on foreign-invested insurance companies will further increase competition in China’s life insurance market.

See “Item 3. Key Information—Risk Factors—Risks Relating to the PRC Life Insurance Industry—We expect competition in the Chinese insurance industry to increase, which may materially and adversely affect the growth of our business”.

We also face increasing competition from other financial services providers, primarily licensed mutual fund companies, commercial banks providing personal banking services and operating business of various financial products, trust companies and brokerage houses licensed to manage separate accounts. These financial services providers may be permitted to manage employer-sponsored defined contribution pension plans, which we believe will compete directly with our group annuity products. We also face competition in the sale of our individual participating policies and annuities from financial institutions which offer investment products to the public.

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Business Management

Customer Support Management

We seek to provide quality services to our customers and potential customers and to be responsive to their needs, both before and after a sale, through an extensive customer support network. Our customer service network is managed by specialized customer service departments, which are responsible for setting uniform standards and procedures for providing policy-related services to customers, handling inquiries and complaints from customers and training customer services personnel.

We deliver customer services primarily through customer service units operating in our branch offices and in field offices throughout China and a sophisticated telephone call center network. We take advantage of alternative customer services channels, such as cell phone messages and the Internet, complementing the customer services provided by our customer service units and the call center network. We also established a specialized customer service department in 2006 to further refine our customer services. The customer service department’s role is to provide service to our customers and supervise the quality of service provided by our customer service units.

Customer service units

We provide customer support through approximately 30002,800 customer service units nationwide. We provide several types of policy-related services to our customers, which include collecting regular premiums, renewing policies, purchasing supplemental policies, reinstating lapsed policies, processing surrenders, increasing insured amounts, processing policy loans, paying benefits and updating information regarding holders and beneficiaries of policies. We require our customer service units to provide these policy-related services in accordance with procedures and standards that we implement on a nationwide basis, helping to ensure the quality of the services we provide. We implementedalso have uniform service standards for customer service units nationwide in 2005.

nationwide. We also have a specialized customer service department to further refine our customer services. The customer service department’s role is to provide service to our customers and supervise the quality of service provided by our customer service units.

Telephone call service center

Our telephone call service centers allow customers to make product and service inquiries, file complaints, report claims and losses, make appointments and update the contact information regarding holders of policies. They also provide call-back, and greeting message and reminder call services to customers. We intend to continue to broaden the services we offer through these call service centers. With our dedicated, nationwide inquiry line, “95519”, our customers can reach us on a “24 hours/7 days” basis.

We believe our call centers have become popular with our customers because of the quality of services we provide. In 2010, the call answer rate of our call centers reached 93.2% and the success rate of the return visit calls on new insurance policies marketed through individual exclusive agents reached 87.7%. From 2004 to 2010,2013, for seventen consecutive years, we received the “Best Call Centers in China Award” from the Professional Committee for the Promotion and Alliance of Customer Relationship Management of Information under the Ministry of Information Industry. We have also obtained the authentication of Chinese national call center operating performance standards. We will continue to ensure that we have a sufficient number of lines and staff to service the increasing use of our call centers.

We have established system-wide standards for our call centers, which we monitor periodically through regular call quality monitoring and weekly operation reportscustomer satisfaction surveys on the call centers.

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Cell phone message services

We utilize wireless telephone services to make instant contact with our customers and sales people. We may send short messages to our customers all over China, conveying such information as birthday and holiday greetings, premium payment notices and premium payment confirmations.

Internet-based services

Our customers can also utilize our Internet-based services for inquiries, complaints and service requests through our website (www.e-chinalife.com).

We also use emails to send messages to our customers all over China, conveying such information as birthday and holiday greetings, premium payment notices and premium payment confirmations.

Supplementary services

To allow our customers to enjoybenefit from superior service and enhance their service experience, we provide several types of supplementary services while continuecontinuing to provide quality basic insurance services.

In 2007, we launched for the first time the

Our service brand “China Life 1+N” service brand, which covers all areas of services we provide to our customers, including several types of basic policy-related services and supplementary services (including Health Good Helper, China Life Insurance Information Hub, China Life Lecture Hall, China Life Preferential Value and Featured Customer Service Activities). We have also successfully held the “China Life Customer Festival” for fourseven consecutive years.

Beginning in 2009, we were the first in the industry to issue the customer service card, China Life Crane Card, to all of our customers nationwide. Cardholders will not only enjoy more convenient and expedited insurance services, they will also enjoy many value-added services.

Underwriting and Pricing

Our individual and group insurance underwriting involves the evaluation of applications for life, accident and health insurance products by a professional staff of underwriters and actuaries, who determine the type and the amount of risk that we are willing to accept. We have established qualification requirements and review procedures for our underwriting professionals. We employ detailed underwriting policies, guidelines and procedures designed to assist our underwriters to assess and quantify risks before issuing a policy to qualified applicants.

We generally evaluate the risk characteristics of each prospective insured. Requests for coverage are reviewed on their merits, and a policy is not issued unless the particular risk or group has been examined and approved for underwriting.

We have different authorization limits and procedures depending on the amount of the claim. We also have authorization limits for personnel depending on their level of qualifications.

In order to maintain high standards of underwriting quality and consistency, we engage in periodic internal underwriting audits.

Individual and group product pricing reflects our insurance underwriting standards. Product pricing on insurance products is based on the expected payout of benefits, calculated through the use of assumptions for mortality table, morbidity, persistency, expenses and investment returns, as well as certain macroeconomic factors such as inflation.returns. Those assumptions include aand other assumptions for calculating the margin for expected profitability and are based on our own experience, third party consultation, the experience of reinsurance companies and published data from other Chinese life insurance companies.institutions. For more information on regulation of insurance products, see “—Regulatory and Related Matters—Insurance Company Regulation”.

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We primarily offer products denominated in Renminbi.

Claims Management

We manage the claims from policyholders through our claims verification staff at our headquarters and branch offices. Typically, upon receiving a claim, a staff person will verify preliminarily if all materials supporting the claim have been submitted; if so, the claim and its materials will be forwarded to the liability department to confirm liability and to determine whether a claim investigation is needed. Upon confirming the validity of the claim and insurance liability, the amount payable to the policyholder will be calculated, and the claim will be paid upon completion of approval procedure.

We manage claims management risk through organizational controls and computer systems controls. Our organizational controls include specific limits on authorization for branches at different levels; periodic case inspection and special inspections in particular situations by claimsrisk management bodies at all levels of our organization; expense mechanisms linking payout ratios of short-term insurance policies;policies and expense ratios of branches. Except for some health insurance claims below a certain amount, verification of claims by two staff members is also required. We also periodically provide training to our claims verification personnel and conduct appraisals of their performance. Our claims management is strictly processed with computers to streamline claims verification and handling.

Reinsurance

We have entered into various reinsurance agreements with China Life Reinsurance Company Limited, or China Life Re, formerly known as China Reinsurance Company, for the reinsurance of individual risks and group risks. In general, individual risks are primarily reinsured either on a surplus basis, whereby we are reinsured for risks above a specified amount, or on a percentage basis. Under our reinsurance policy, the specified amount above which the risks are reinsured varies among different types of insurance products. Our group risks are generally reinsured either on a surplus basis or on a percentage basis. In general, our reinsurance agreements with China Life Re do not have a definite term, but may be terminated with respect to new business thereunder by either party on a date agreed by both parties with three to six months notice.

We have also entered into reinsurance agreements separately with the Beijing branch of Munich Reinsurance Company, the Beijing branch of Swiss Reinsurance Company Limited andMapfre Re, the Shanghai branch of German Cologne Reinsurance Company Limited.

General Re Corporation, the Shanghai branch of Hannover Re and Aetna Life & Casualty (Bermuda) Ltd.

In May 2013, we renewed our catastrophe reinsurance protection in order to reduce our catastrophe exposure.

These reinsurance agreements spread the risk and reduce the effect on us of potential losses. Under the terms of the reinsurance agreements, the reinsurer agrees to assume liabilities for the insured, or ceded, amount in the event the claim is paid. However, we remain liable to our policyholders if the reinsurer fails to meet the obligations assumed by it.

We also accept external auditing of the reinsurance business by our reinsurers.

Reserves of Insurance Contracts

For all of our insurance contracts, we establish, and carry as liabilities, actuarially determined amounts that are calculated to meet our obligations to policyholders under our insurance contracts.

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Financial statement reserves

Our reserves for financial reporting purposes are calculated based on the best estimated amounts required to be paid by us to fulfill the relevant obligations under insurance contracts. We have considered margin and time value on the reserve calculation for insurance contracts. We expect these reserve amounts, along with future premiums to be received on insurance contracts and investment earnings on these amounts, to be sufficient to meet our obligations to policyholders under our insurance contracts.

We establish the liabilities to meet our obligations under our insurance contracts based on the present value of reasonable estimates of future cash outflows less future cash inflows. We have considered margin in the establishment of such liabilities. Our assumptions for calculating reserve amounts include assumptions for mortality, morbidity, lapse rate, expenses and discount rate. These assumptions may deviate from our actual experiences and, as a result, we cannot determine precisely the amounts which we will ultimately pay to settle these liabilities or when these payments will need to be made. These amounts may vary from the estimated amounts, particularly when those payments may not occur until well into the future. The discount rate assumption is affected by certain factors, such as future macro-economy, monetary and exchange rate policies, capital market results and availability of investment channels to invest our insurance funds. We review thesesthese assumptions periodically, based on analysis of historical experiences and expectations of future developments. We evaluate our liabilities based on reviewed assumptions. To the extent that actual experiences deviate significantly from our assumptions used to establish these liabilities, and these deviations are expected to continue in the foreseeable future, we may be required to increase or decrease our liabilities. This increase or decrease could have a material effect on our profitability and, if significant, our financial condition.

Statutory reserves

We are required under China’s insurance law to report insurance reserves for regulatory purposes in the solvency reports. The minimum levels of these reserves are based on methodologies and assumptions mandated by the CIRC. We also maintain assets in excess of policy reserves to meet the solvency requirements under CIRC regulations.

See “Item 3. Key Information—Risk Factors—Risks Relating to Our Business—Differences in future actual operating results from the assumptions used in pricing and establishing reserves for our insurance and annuity products may materially and adversely affect our earnings”.

Investments

As of December 31, 2010,2013, we had RMB 1,336,2451,848,681 million (US$202,461305,380 million) of investment assets. As provided by China’s insurance laws and regulations, we may invest insurance premiums and other insurance funds in bankfive categories of investment assets, including liquidity assets, fixed income assets, equity assets, real properties and other financial assets, all as defined by the CIRC and subject to various limitations. See “—Regulatory and Related Matters—Insurance Company Regulation—Regulation of investments”. As of December 31, 2013, we have invested our insurance premiums and other insurance funds in term deposits, debt securities, stocks, Chineseloans, securities investment funds, real property,stocks, resale agreements, investment properties, equity interests of non-listed enterprises interest rate swaps, overseas investmentsand related financial products and other investment channels as approved by the State Council, all subject to various limitations.

financial products.

We direct and monitor our investment activities through the application of investment management guidelines and investment plans. Our investment management guidelines and investment plans include: (1) performance goals for the investment fund; (2) specified asset allocations and investment scope based on regulatory provisions, level of indebtedness and market forecasts; (3) specified goals for investment duration and asset-liability matching requirements based on asset-liability matching strategies; (4) specified authorization levels required for approval of significant investment projects; and (5) specified risk management policies and prohibitions. The investment management guidelines and investment plans are reviewed and approved by the board of directors annually.

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Investment proposals typically originate from our investment management department, which is in charge of all of our investment assets.assets except for investment in real properties, which is separately managed by our real property investment management department. Investment proposals are reviewed by our risk management department for risk assessment and submitted to the investment decision committee for final approval.

AMC, the asset management joint venture established by us and CLIC, manages substantially alla substantial part of our Renminbi investments following the restructuring and, separately, substantially all of the investments retained by CLIC. See “—Asset Management Business”.

The following table summarizes information concerning our investment assets as of December 31, 2008, 20092011, 2012 and 2010.

                         
  As of December 31, 
  2008  2009  2010 
  Carrying  % of  Carrying  % of  Carrying  % of 
  value  total  value  total  value  total 
  (RMB in millions, except as otherwise indicated) 
Cash and cash equivalents  34,085   3.6%  36,197   3.1%  47,854   3.6%
Term deposits (excluding structured deposits)  225,367   24.0%  344,710   29.4%  441,585   33.0%
Structured deposits  2,905   0.3%  273   0.0%     0.0%
Statutory deposits—restricted  6,153   0.7%  6,153   0.5%  6,153   0.5%
                         
Debt securities, held-to-maturity  211,929   22.6%  235,099   20.1%  246,227   18.4%
Debt Securities, available-for-sale  356,220   38.0%  340,825   29.1%  354,452   26.5%
Debt securities, securities at fair value through income (held-for-trading)  7,736   0.8%  6,391   0.5%  7,513   0.6%
Debt securities
  575,885   61.4%  582,315   49.7%  608,192   45.5%
                   
                         
Loans  17,926   1.9%  23,081   2.0%  36,543   2.7%
                         
Equity securities, available for sale  68,719   7.3%  176,674   15.1%  193,669   14.5%
Equity securities, securities at fair value through income (held-for-trading)  6,363   0.7%  2,742   0.2%  2,249   0.2%
Equity securities
  75,082   8.0%  179,416   15.3%  195,918   14.7%
                   
                         
Resale agreements                  
Total investment assets
  937,403   100%  1,172,145   100%  1,336,245   100%
                   
                         
Average investment assets balance  893,806       1,054,774       1,254,195     
2013.

   As of December 31, 
   2011  2012  2013 
   Carrying
value
   % of
total
  Carrying
value
   % of
total
  Carrying
value
   % of
total
 
   (RMB in millions, except as otherwise indicated) 

Cash and cash equivalents

   55,985     3.7  69,452     3.9  21,330     1.2

Term deposits

   520,793     34.8  641,080     35.8  664,174     35.9

Statutory deposits—restricted

   6,153     0.4  6,153     0.3  6,153     0.3

Debt securities, held-to-maturity

   261,933     17.5  452,389     25.3  503,075     27.2

Debt securities, available-for-sale

   383,527     25.7  349,590     19.5  339,986     18.4

Debt securities, securities at fair value through profit or loss

   21,224     1.4  26,119     1.5  30,756     1.7

Debt securities

   666,684     44.6  828,098     46.3  873,817     47.3
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Loans

   61,104     4.1  80,419     4.5  118,626     6.4

Equity securities, available for sale

   179,421     12.0  156,826     8.8  151,541     8.2

Equity securities, securities at fair value through profit or loss

   2,459     0.2  7,916     0.4  3,416     0.2

Equity securities

   181,880     12.2  164,742     9.2  154,957     8.4
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Resale agreements

   2,370     0.2  894     0.0  8,295     0.4

Investment properties

   —       —      —       —      1,329     0.1
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total investment assets

   1,494,969     100  1,790,838     100  1,848,681     100
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Average investment assets balance

   1,415,607      1,642,904      1,819,760    

Risk management

Our primary investment objective is to pursue optimal investment yields while considering macroeconomic factors, risk control and regulatory requirements. We are exposed to five primary sources of investment risk:

interest rate risk, relating to the market price and cash flow variability associated with changes in interest rates;

credit risk, relating to the uncertainty associated with the continued ability of a given obligor to make timely payments of principal and interest;

market valuation risk, relating to the changes in market value for our investments, particularly our securities investment fund holdings and shares listed on the Chinese securities exchanges, which are denominated and traded in Renminbi;

 

45


liquidity risk, relating to the lack of liquidity in many of the debt securities markets we invest in, due to contractual restrictions on transfer or the size of our investments in relation to the overall market; and

currency exchange risk, relating to the impact of changes in the value of the Renminbi against the U.S. dollar and other currencies on the value of our investments.

Our investment assets are principally comprised of fixed income securities and term deposits, and therefore changes in interest rates have a significant impact on the rate of our investment return. We manage interest rate risk through adjustments to our portfolio mix and terms, and by managing, to the extent possible, the average duration and maturity of our assets and liabilities. However, because of the general lack of long-term fixed income securities in the Chinese financial markets and the restrictions on the types of investments we may make, the duration of some of our assets is lower than our liabilities. We believe that with the development of China’s financial markets and the gradual easing of our investment restrictions, our ability to match our assets to our liabilities will improve. Chinese financial markets currently doAlthough we have been approved to enter into interest rate swaps, it is still not providean effective means for us to hedge our interest rate risk.

risk as the Chinese interest rate swap market is still in the early stages of development.

We believe we have a relatively low credit risk, because we are limited in the types of investments we may make. We monitor our credit risk through in-house fundamental analysis of the Chinese economy and the underlying obligors and transaction structures.

We are subject to market valuation risk, particularly because of the relative lack of stability of China’s bond and stock markets. We manage valuation risk through industry and issuer diversification and asset allocation.

Since substantially all of our investments are made in China, we are exposed to the effect of changes in the Chinese economy and other factors which affect the Chinese banking industry and securities markets.

We are also subject to market liquidity risk for many of the debt securities investments we make, due to the size of our investments in relation to the overall market. We manage liquidity risk through selection of liquid assets and through asset diversification. In addition, we view fundraising through repurchase agreements as a way of managing our short-term liquidity risk.

Our ability to manage our investment risks is limited by the investment restrictions placed on us and the lack of sophisticated investment vehicles for risk management in China’s capital markets. The CIRC allows insurance companies to invest in financial derivative products with the aim to hedge and reduce investment risks. We understand that the CIRC isare considering opening other investment channels to insurance companies. We will consider these alternative ways of investing once they become available to us.

further improve our risk management.

Our assets held in foreign currencies are subject to foreign exchange risks resulting from the fluctuations of the value of the Renminbi against the U.S. dollar and other foreign currencies. We are seeking methods to reduce our foreign exchange risks.

Under China’s existing foreign exchange control regulations, the conversion of foreign currencies into the Renminbi requires approval of relevant government agencies. We obtained an approval to settle a portion of our assets held in foreign currencies into the Renminbi in 2005, which partially reduced the foreign exchange risks we are exposed to. Except for the aforementioned approval obtained in 2005, we have not obtained any approval to settle any portion of our assets held in foreign currencies into the Renminbi and there is no guarantee that we will be able to obtain any such approval in the future. If we do not obtain such approval, our ability to manage our foreign exchange risks may be limited. There are few financial products available in China to hedge foreign exchange risks, which substantially limits our ability to manage our foreign exchange risks.

46


As we are approved by the CIRC to invest our assets held in foreign currencies in overseas financial markets, the return from overseas investments could, to certain extent, reduce the foreign exchange risks we are exposed to.

For further information on our management of interest rate risk and market valuation risk, see “Item 11. Quantitative and Qualitative Disclosures about Market Risk”.

Investment results

Our investment yields for the years ended December 31, 2010, 20092013, 2012 and 20082011 were 5.11%4.86%, 5.78%2.79% and 3.48%3.51%, respectively.

The following table sets forth the yields on average assets for each component of our investment portfolios for the periods indicated.

                         
  As of or for the years ended December 31, 
  2008  2009  2010 
  Yield(1)  Amount  Yield(1)  Amount  Yield(1)  Amount 
  (RMB in millions, except as otherwise indicated) 
Cash, cash equivalents and term deposits:
                        
Investment income  4.9%  11,378   3.3%  10,805   3.7%  16,363 
Ending assets: cash and cash equivalents      34,085       36,197       47,854 
Ending assets: statutory deposits—restricted      6,153       6,153       6,153 
Ending assets: term deposits      228,272       344,983       441,585 
                      
Ending assets      268,510       387,333       495,592 
Debt securities:
                        
Investment income  4.5%  22,690   4.1%  23,759   4.3%  25,586 
Net realized gains/(losses)      2,445       3,346       584 
Net fair value gains/(losses) through income      300       (277)      403 
                      
Total      25,435       26,828       26,573 
Ending assets      575,885       582,315       608,192 
Loans:
                        
Investment income  5.6%  696   5.7%  1,172   5.3%  1,583 
Ending assets      17,926       23,081       36,543 
Equity securities:
                        
Investment income  7.5%  10,093   2.5%  3,146   2.8%  5,251 
Net realized gains/(losses)      (8,409)      17,898       15,257 
Net fair value gains/(losses) through income      (7,494)      1,726       (486)
                      
Total      (5,810)      22,770       20,022 
Ending assets      75,082       179,405       195,918 
Resale and repurchase agreements:
                        
Resale agreements:
                        
Investment income  3.0%  89   N/A   8   N/A   89 
Total      89       8       89 
Ending assets                     
Repurchase agreements:
                        
Investment expense      (438)      (111)      (304)
Ending assets      11,390       33,553       23,065 
Investments in associates:
                        
Investment income/(losses)  (0.8%)  (56)  8.6%  704   12.1%  1,771 
Ending assets      7,891       8,470       20,892 

   As of or for the years ended December 31, 
   2011  2012  2013 
   Yield (1)  Amount  Yield (1)  Amount  Yield (1)  Amount 
   (RMB in millions, except as otherwise indicated) 

Cash, cash equivalents, statutory deposits and term deposits:

       

Investment income

   4.6  24,978    4.7  30,512    4.6  32,667  

Ending assets: cash and cash equivalents

    55,985     69,452     21,330  

Ending assets: statutory deposits—restricted

    6,153     6,153     6,153  

Ending assets: term deposits

    520,793     641,080     664,174  
   

 

 

   

 

 

   

 

 

 

Ending assets

    582,931     716,685     691,657  

Debt securities:

       

Investment income

    28,075     32,324     39,739  

Net realized gains and impairment on financial assets

    444     1,243     385  

Net fair value gains/(losses) through profit or loss

    (405   47     (239
   

 

 

   

 

 

   

 

 

 

Total

   4.4  28,114    4.5  33,614    4.7  39,885  

Ending assets

    666,684     828,098     873,817  

Loans:

       

Investment income

   5.4  2,658    6.1  4,339    5.8  5,773  

Ending assets

    61,104     80,419     118,626  

Equity securities:

       

Investment income

    4,913     5,429     3,987  

Net realized gains and impairment on financial assets

    (11,652   (28,119   5,408  

Net fair value gains/(losses) through profit or loss

    134     (88   305  
   

 

 

   

 

 

   

 

 

 

Total

   (3.5)%   (6,605  (13.1)%   (22,778  6.1  9,700  

Ending assets

    181,880     164,742     154,957  

Resale agreements:

       

Investment income

   8.3  98    38.8  633    12.1  556  

Ending assets

    2,370     894     8,295  

Investments properties:

       

Investment income

   —      —      —      —      2.1  14  

Ending assets

    —       —       1,329  

Total investments:

       

Investment income

    60,722     73,243     82,816  

Net realized gains and impairment on financial assets

    (11,208   (26,876   5,793  

Net fair value gains/(losses) through profit or loss

    337     (313   137  

Income of Investments properties

    —       —       14  
   

 

 

   

 

 

   

Business tax and extra charges for investment

    (121   (224   (230
   

 

 

   

 

 

   

 

 

 

Total

   3.51  49,730    2.79  45,830    4.86  88,530  

Ending assets

    1,494,969     1,790,838     1,848,681  

 

47


                         
  As of or for the years ended December 31, 
  2008  2009  2010 
  Yield(1)  Amount  Yield(1)  Amount  Yield(1)  Amount 
  (RMB in millions, except as otherwise indicated) 
Total investments:
                        
Investment income  3.48%  44,946   5.78%  38,890   5.11%  48,872 
Net realized gains/(losses)      (5,964)      21,244       15,841 
Net fair value gains/(losses) through income      (7,194)      1,449       280 
Business tax and extra charges for investment      (650)      (662)      (842)
                      
Total      31,138       60,921       64,151 
Ending assets      937,403       1,172,145       1,336,245 
(1)Yields for 2008 20092013, 2012 and 20102011 are calculated by dividing the investment income for that year by the average of the ending balances of that year and the previous year.

Term deposits

Term deposits consist principally of term deposits with Chinese commercial banking institutions and represented 33.1%35.9% of our total investment assets as of December 31, 2010, 29.4%2013, 35.8% of our total investment assets as of December 31, 2009,2012, and 24.4%34.8% of our total investment assets as of December 31, 2008.

2011.

We generally make term deposits with state-owned commercial banks and large joint stock commercial banks. The terms of the term deposits vary. Most of them carry variable interest rates which are linked to deposit rates set by the PBOC from time to time, thus providing us with a measure of protection against rising interest rates and, for a significant portion of them, the variable interest rates also cannot fall below a fixed guaranteed rate. They typically allow us to renegotiate terms with the banks upon prepayment, including the methods for the calculation of accrued interest, if any. We make large term deposits to obtain higher yields than can ordinarily be obtained with regular deposits.

The following table sets forth term deposits and structured term deposits by contractual maturity dates, as of the dates indicated.

             
  As of December 31, 
  2008  2009  2010 
  Amortized  Amortized  Amortized 
  cost  cost  cost 
  (RMB in millions) 
Due in one year or less  64,621   84,393   19,268 
Due after one year and through five years  155,320   196,090   340,917 
Due after five years and through ten years  6,759   64,500   81,400 
Due after ten years  1,572       
          
             
Total term deposits and structured term deposits
  228,272   344,983   441,585 
          

   As of December 31, 
   2011   2012   2013 
   Amortized
cost
   Amortized
cost
   Amortized
cost
 
   (RMB in millions) 

Due in one year or less

   44,876     92,045     74,932  

Due after one year and through five years

   453,117     548,435     579,242  

Due after five years and through ten years

   22,800     600     10,000  
  

 

 

   

 

 

   

 

 

 

Total term deposits

   520,793     641,080     664,174  
  

 

 

   

 

 

   

 

 

 

The following table sets forth term deposits and structured term deposits outstanding to Chinese banking institutions as of the dates indicated.

             
  As of December 31, 
  2008  2009  2010 
  Amortized  Amortized  Amortized 
  cost  cost  cost 
  (RMB in millions) 
Industrial & Commercial Bank of China  7,939   2,700    
Agriculture Bank of China  18,354   16,883   29,300 
Bank of China  5,137   70,400   108,200 
China Construction Bank  18,200   21,000   18,200 
Other banks  178,642   234,000   282,885 
          
             
Total term deposits and structured term deposits
  228,272   344,983   438,585 
          

 

   As of December 31, 
   2011   2012   2013 
   Amortized
cost
   Amortized
cost
   Amortized
cost
 
   (RMB in millions) 

Industrial & Commercial Bank of China

   —       13,409     19,644  

Agriculture Bank of China

   49,100     109,666     135,504  

Bank of China

   134,700     141,867     145,492  

China Construction Bank

   18,200     34,750     18,518  

Bank of Communications

   100,677     99,687     103,292  

Other banks

   218,116     241,701     241,724  
  

 

 

   

 

 

   

 

 

 

Total term deposits

   520,793     641,080     664,174  
  

 

 

   

 

 

   

 

 

 

48


A structured deposit is a term deposit combined with an opportunity of enhanced returns, which is usually linked to a certain financial market index. The bank providing this service has the right to terminate the structured deposit at its discretion.
We started to make structured deposits in foreign currencies with commercial banks in 2004. In 2010, the banks with which we made structured deposits determined to terminate the structured deposits, as permitted in their discretion. As a result, we did not hold any structured deposits as of December 31, 2010.
Debt securities

Debt securities in which we are permitted to invest mainly consist of the following categories:

Chinese government bonds;

Chinese government bonds;
government agency bonds (including local government bonds issued and repaid by the Ministry of Financegovernment agency bonds (including local government bonds issued and repaid by the MOF as agent, central bank notes, financial bonds issued by state-owned policy banks of the Chinese government, and RMB-denominated bonds issued by international development institutions);
corporate bonds (including financial bonds issued by commercial banks, corporate bonds, convertible corporate bonds, short-term financing bonds and medium-term notes); and
subordinated bonds and debt (including subordinated bonds issued by state-owned policy banks of the Chinese government, subordinated bonds issued by commercial banks, subordinated debt with fixed terms issued by commercial banks and subordinated debt with fixed terms issued by insurance companies).

corporate bonds (including financial bonds issued by commercial banks, corporate bonds, convertible corporate bonds, short-term financing bonds and medium-term notes); and

subordinated bonds and debt (including subordinated bonds issued by state-owned policy banks of the Chinese government, subordinated bonds issued by commercial banks, subordinated debt with fixed terms issued by commercial banks and subordinated debt with fixed terms issued by insurance companies).

Debt securities represented 45.5%47.3% of our total investment assets as of December 31, 2010, 49.7%2013, 46.2% of our total investment assets as of December 31, 2009, 61.4%2012, 44.6% of our total investment assets as of December 31, 2008.

2011.

Based on estimated fair value, Chinese government bonds, Chinese government agency bonds, corporate bonds, and subordinated bonds and debt and other debt securities comprised 16.3%9.3%, 41.1%35.2%, 35.4%48.5%,6.9% and 7.2%0.1% of our total available-for-sale debt securities as of December 31, 2010, 15.2%2013, 12.3%, 48.5%38.9%, 30.1%39.8%, 9.0% and 6.2%0% of our total available-for-sale debt securities as of December 31, 2009,2012, 15.7%, 38.7%, 32.7%, 12.8% and 22.5%, 53.7%, 19.0% and 4.8%0% of our total available-for-sale debt securities as of December 31, 2008.2011. Except for a small number of debt securities, which collectively had a carrying value of RMB 2,313610 million (US$350101 million) as of December 31, 2010,2013, most of our debt securities are traded on stock exchanges or in the unlisted interbank market in China.

We mainly invest in secured bonds rated A or above and unsecured bonds rated AA or above by the rating agencies recognized by the CIRC, such as China Chengxin International Credit Rating Co., Ltd, or Chengxin International, and Dagong Global Credit Rating Agency.

Agency, or Dagong. We also invest in short-term financing bonds rated A-1.

49


China Chengxin International Credit Rating Co., Ltd. is a member of Moody’s Investors Service Inc., with Moody’s owning 49% equity interest in Chengxin International. Chengxin International created its own rating structures by making reference to the rating structures and experience of Moody’s and Fitch Ratings. AAA is the highest rating. Other approved rating agencies, such as Dagong, have similar rating structures. Ratings given by these entities are not directly comparable to ratings given by U.S. rating agencies.

The following table sets forth the amortized cost and estimated fair value of debt securities, as of the dates indicated.

                                                 
  As of December 31, 
  2008  2009  2010 
  Amortized  % of  Estimated  % of  Amortized  % of  Estimated  % of  Amortized  % of  Estimated  % of 
  cost  total  fair value  total  cost  total  fair value  total  cost  total  fair value  total 
  (RMB in millions) 
Debt securities, available —for-sale:
                                                
Government bonds  73,130   13.2%  80,006   13.5%  50,623   8.6%  51,996   8.9%  57,727   9.5%  57,871   9.5%
Government agency bonds  180,135   32.5%  191,121   32.3%  167,313   28,4%  165,231   28.3%  145,522   23.8%  145,538   24.0%
Corporate bonds  64,388   11.6%  67,505   11.4%  103,603   17.7%  102,553   17.6%  127,225   20.8%  125,423   20.7%
Subordinated bonds/debt  17,265   3.1%  17,588   3.0%  21,198   3.6%  21,045   3.6%  26,541   4.3%  25,620   4.2%
                                     
                                                 
Total debt securities, available-for-sale
  334,918   60.4%  356,220   60.1%  342,737   58.4%  340,825   58.5%  357,015   58.5%  354,452   58.5%
                                     
                                                 
Debt securities, held to maturity:
                                                
Government bonds  102,688   18.5%  112,681   19.0%  103,980   17.8%  107,432   18.4%  105,006   17.2%  105,720   17.4%
Government agency bonds  79,400   14.3%  84,558   14.3%  84,619   14.5%  82,728   14.2%  90,230   14.8%  89,243   14.7%
Corporate bonds  3,267   0.6%  3,494   0.6%  3,139   0.5%  3,245   0.6%  3,138   0.5%  3,232   0.5%
Subordinated bonds/debt  26,574   4.8%  27,865   4.7%  43,361   7.4%  42,264   7.3%  47,853   7.8%  46,109   7.6%
                                     
                                                 
Total debt securities, held to maturity
  211,929   38.2%  228,598   38.6%  235,099   40.2%  235,669   40.4%  246,227   40.3%  244,304   40.3%
                                     
                                                 
Debt securities, securities at fair value through income (held-for-trading)
                                                
Government bonds  1,404   0.3%  1,428   0.2%  2,483   0.4%  2,438   0.4%  898   0.1%  883   0.1%
Government agency bonds  4,525   0.8%  4,660   0.8%  3,559   0.6%  3,549   0.6%  1,918   0.3%  1,915   0.3%
Corporate bonds  1,614   0.3%  1,648   0.3%  403   0.1%  404   0.1%  4,415   0.7%  4,715   0.8%
Subordinated bonds/debt                                    
                                     
                                                 
Total debt securities, securities at fair value through income (held-for-trading)
  7,543   1.4%  7,736   1.3%  6,445   1.1%  6,391   1.1%  7,231   1.2%  7,513   1.2%
                                     
                                                 
Total debt securities
  554,583   100%  592,554   100%  580,623   100%  582,834   100%  610,473   100%  606,269   100%
                                     

  As of December 31, 
  2011  2012  2013 
  Amortized
cost
  %
of

total
  Estimated
fair value
  %
of

total
  Amortized
cost
  %
of

total
  Estimated
fair value
  %
of
total
  Amortized
cost
  %
of
total
  Estimated
fair value
  %
of
total
 
  (RMB in millions) 

Debt securities, available-for-sale:

            

Government bonds

  57,969    8.7  60,325    9.0  42,004    5.0  42,946    5.2  33,519    3.7  31,435    3.8

Government agency bonds

  146,810    22.0  148,539    22.2  139,861    16.8  135,870    16.4  136,466    15.1  119,739    14.4

Corporate bonds

  128,467    19.2  125,407    18.7  142,401    17.1  139,286    16.9  175,396    19.4  165,001    19.7

Subordinated bonds/debt

  51,042    7.6  49,256    7.4  30,821    3.7  31,488    3.8  24,664    2.7  23,579    2.8

Others

  —      —      —      —      —      —      —      —      238    —      232    —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total debt securities, available-for-sale

  384,288    57.6  383,527    57.3  355,087    42.6  349,590    42.3  370,283    40.9  339,986    40.7
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Debt securities, held to maturity:

            

Government bonds

  87,451    13.1  90,727    13.6  96,097    11.5  97,794    11.8  97,702    10.8  91,220    10.9

Government agency bonds

  89,631    13.4  89,509    13.4  111,759    13.4  108,166    13.1  113,618    12.6  99,122    11.9

Corporate bonds

  6,437    1.0  6,503    1.0  83,084    10.0  82,557    10.0  131,022    14.5  124,201    14.9

Subordinated bonds/debt

  78,414    11.7  77,646    11.6  161,449    19.4  162,348    19.6  160,733    17.7  150,453    17.9
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total debt securities, held to maturity

  261,933    39.2  264,385    39.5  452,389    54.3  450,865    54.5  503,075    55.6  464,996    55.6
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Debt securities, securities at fair value through profit or loss

            

Government bonds

  589    0.1  589    0.1  1,703    0.2  1,697    0.2  1,551    0.2  1,489    0.2

Government agency bonds

  4,296    0.6  4,285    0.6  6,347    0.8  6,291    0.8  4,883    0.5  4,659    0.6

Corporate bonds

  16,443    2.5  16,350    2.4  18,126    2.2  18,131    2.2  24,777    2.8  24,608    2.9

Total debt securities, securities at fair value through profit or loss

  21,328    3.2  21,224    3.2  26,176    3.2  26,119    3.2  31,211    3.5  30,756    3.7
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total debt securities

  667,549    100  669,136    100  833,652    100  826,574    100  904,569    100  835,738    100
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

The following table shows the amortized cost and estimated fair value of debt securities excluding securities at fair value through income (held-for-trading)profit or loss by contractual maturity dates, as of the dates indicated.

                         
  As of December 31, 
  2008  2009  2010 
  Amortized  Estimated  Amortized  Estimated  Amortized  Estimated 
  cost  fair value  cost  fair value  cost  fair value 
  (RMB in millions) 
Due in one year or less  31,757   32,294   8,844   8,886   22,688   22,962 
Due after one year and through five years  97,909   103,801   79,641   82,511   65,609   67,078 
Due after five years and through ten years  168,978   183,617   165,523   169,484   177,546   179,338 
Due after ten years  248,203   265,106   323,827   315,612   337,398   329,377 
                   
                         
Total debt securities
  546,847   584,818   577,835   576,493   603,241   598,755 
                   

 

   As of December 31, 
   2011   2012   2013 
   Amortized
cost
   Estimated
fair value
   Amortized
cost
   Estimated
fair value
   Amortized
cost
   Estimated
fair value
 
   (RMB in millions) 

Due in one year or less

   5,621     5,631     7,857     7,863     20,921     20,961  

Due after one year and through five years

   71,973     72,451     125,670     127,103     184,017     178,451  

Due after five years and through ten years

   189,920     192,742     229,469     229,995     235,299     222,004  

Due after ten years

   378,705     377,087     444,480     435,494     433,121     383,566  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total debt securities, excluding those at fair value through profit or loss

   646,220     647,912     807,476     800,455     873,358     804,982  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

50


Our investments in debt securities are subject to strict restrictions under relevant Chinese regulation. See “—Regulatory and Related Matters—Regulation of investments”. We diversify our corporate bonds by industry and issuer. Our corporate bond portfolio does not have significant exposure to a single industry or issuer.

Loans

We offer interest-bearing policy loans to our policyholders, who may borrow from us at total amounts up to 70%80% of the cash surrender values of their policies. In general, the loans are secured by the policyholders’ rights under the policies. As of December 31, 2010,2013, the total amount of our policy loans was RMB 23,97760,176 million (US$3,6339,940 million), and represented 1.8%3.26% of our total investment assets as of that date.

In addition to policy loans, our other loans mainly consist of our investment in debt investment plans. During the year of 2008,2011, we entrusted AMCmade investments in 15 debt investment plans with a total investment amount of RMB 15,913 million. We also increased our investment amount in the South-to-North Water Diversion (Phase I) debt investment plan, in which we made investments in 2010, from RMB 76 million to make RMB 1,200380 million. During the year of 2012, we made investments in 15 debt investment plans with a total investment amount of RMB 9,456 million. We also increased our investment amount in the South-to-North Water Diversion (Phase II) debt investment plan, in which we made investments in 2011, from RMB 213 million andto RMB 8,000 million as loans to Shentong Group Debt Investment Program and Tianjin City Debt Investment Plan, respectively. We did not make any new investments2,500 million. For the year ended December 31, 2013, the total amount of our investment in debt investment plans during the year of 2009. During the year of 2010, we madewas RMB 1,50055,107 million RMB 1,400 million, RMB 200 million(US$9,103 million), and RMB 76 million as loans to Pudong Construction, Shanxi Coal, Jiangyin Bridge and South-to-North Water Diversion debt investment plans, respectively. As of December 31, 2010, our investment in these debt investment plans had a total investment proceeds from such plans of approximately RMB 6762,793 million (US$102461 million).

Securities investment funds

Securities investment funds consist of Chinese domestic investment funds that primarily invest in securities that are issued by Chinese companies and traded on China’s securities exchanges,exchanges. As of December 31, 2013, our investment in securities investment funds was RMB 58,991 million (US$9,745 million) and represented 7.2%3.2% of our total investment assets as of December 31, 2010.

that date.

We invest in both “closed-end” securities investment funds, in which the number of shares is fixed and the share value depends on the trading value, and “open-end” securities investment funds, in which the number of shares issued by the fund fluctuates and the share value is set by the value of the assets held by the fund. Our investments in securities investment funds are subject to strict restrictions under relevant Chinese regulations. See “—Regulatory and Related Matters—Insurance Company Regulation—Regulation of investments”. Our holdings in securities investment funds comply with those restrictions.

The following table presents the carrying values of investments in open-end and closed-end securities investment funds as of the dates indicated.

                         
  As of December 31, 
  2008  2009  2010 
  Carrying  % of  Carrying  % of  Carrying  % of 
  value  total  value  total  value  total 
  (RMB in millions, except as otherwise indicated) 
                         
Open-end  31,047   91.4%  68,343   89.8%  87,943   91.3%
Closed-end  2,906   8.6%  7,779   10.2%  8,384   8.7%
                   
                         
Total
  33,953   100%  76,122   100%  96,327   100%
                   

 

   As of December 31, 
   2011  2012  2013 
   Carrying
value
   % of
total
  Carrying
value
   % of
total
  Carrying
value
   % of
total
 
   (RMB in millions, except as otherwise indicated) 

Open-end

   80,223     92.9  54,104     91.4  54,109     91.7

Closed-end

   6,104     7.1  5,103     8.6  4,882     8.3
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total

   86,327     100  59,207     100  58,991     100
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

51


Stocks

Investments in stocks consist of investment in publicly offered and listed equity securities that are denominated and traded in Renminbi and investment in stocks listed on specified overseas stock exchanges that are permitted by the CIRC. Our investments in stocks are subject to strict restrictions under relevant Chinese regulations. See “—Regulatory and Related Matters—Insurance Company Regulation—Regulation of investments”. As of December 31, 2010,2013, the total amount of our investment in common stocks was RMB 99,58079,727 million (US$15,08813,170 million), and represented 7.5%4.3% of our total investment assets as of that date.

As of December 31, 2012, the total amount of our investment in common stocks was RMB 102,089 million, and represented 5.7% of our total investment assets as of that date. As of December 31, 2011, the total amount of our investment in common stocks was RMB 95,553 million, and represented 6.4% of our total investment assets as of that date.

Repurchase and resaleResale agreements

We enter into repurchase and resale agreements, which consist of securities repurchase and resell activities in repurchase and resell markets.

The securities sold under agreements to repurchase were RMB 11,390 million as of December 31, 2008, RMB 33, 553 million as of December 31, 2009 and RMB 23,065 million (US$3,495 million) as of December 31, 2010. We did not have securities purchased under agreements to resell were RMB 8,295 million (US$1,370 million) as of December 31, 2008, 20092013, RMB 894 million as of December 31, 2012, and 2010.

RMB 2,370 million as of December 31, 2011.

Equity interests in non-listed enterprises and related financial products

Insurance companies are allowed to invest, directly or indirectly, in equity interests in non-listed enterprises. These investments are categorized either as “direct investments”, for investments by an insurance company in its name, or as “indirect investments”, for investments through equity investment funds and other related financial products sponsored and established by an investment management institution. Our investments in equity interests in non-listed enterprises and related financial products are subject to strict restrictions under relevant Chinese regulations. See “—Regulatory and Related Matters—Insurance Company Regulation—Regulation of investments”.

We started to make investments in equity interests in non-listed enterprises in 2006. The following table presents the carrying values of our investments in equity interests in non-listed enterprises as of the dates indicated.

   As of December 31, 
   2011  2012  2013 
   Carrying
value
   % of
total
  Carrying
value
   % of
total
  Carrying
value
   % of
total
 
   (RMB in millions, except as otherwise indicated) 

China Life Property and Casualty Insurance Company Limited

   2,592     15.0  2,947     13.7  3,267     13.0

China Guangfa Bank Co., Ltd.

   13,588     78.8  15,752     73.5  17,704     70.6

Bank of Hangzhou

   650     3.8  650     3.0  571     2.3

China UnionPay

   300     1.7  300     1.4  718     2.9

Bohai Industrial Investment Fund Management Co., Ltd

   5     0.0  5     0.0  5     0.0

China Life Yuantong Property Company Limited

   114     0.7  475     2.2  538     2.1

COFCO Futures Co., Ltd.

   —       —      1,340     6.2  1,401     5.6

Beijing Longxilijing Real Estate Development Co., Ltd.

   —       —      —       —      52     0.2

Shanghai Poly Jianhao Commercial Investment Co., Ltd.

   —       —      —       —      835     3.3
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total

   17,249     100  21,469     100  25,091     100
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Since 2011, we have been permitted to make private equity investments without the CIRC approval for each investment as long as the total amount of our investments are below specified cap approved by the CIRC. We made our first private equity fund investment in 2011 in the second Renminbi fund sponsored by Hony Capital, a leading Chinese private equity firm, with a capital commitment of RMB 1.5 billion. In 2012, we made our second private equity fund investment in CITIC Private Equity Fund III sponsored by CITIC Private Equity Funds Management Co., Ltd., with a capital commitment of RMB 2,000 million. In 2013, we invested in China Life (Suzhou) Urban Development Industry Investment Enterprise with a capital commitment of RMB 5 billion (US$826 million) and China Life (Shanghai Jiading) Urban Development Industry Investment Enterprise with a capital commitment of RMB 1 billion (US$165 million).

Asset Management Business

On November 23, 2003, we established an asset management joint venture, AMC, with CLIC, in connection with the restructuring for the purpose of operating the asset management business more professionally in a separate entity and to better attract and retain qualified investment management professionals. AMC manages our investment assets and, separately, substantially all of those of CLIC. For a description of our investment assets, see “—Investments”.

We own 60% and CLIC owns 40% of AMC. Directors of AMC are appointed by the shareholders at a general meeting. As the controlling shareholder, we effectively control the composition of AMC’s board of directors.

AMC obtained the qualification to serve as the investment manager for enterprise annuity funds on August 1, 2005.
In April 2009, thehas a registered capital of AMC was increased from RMB 1,000 million to RMB 3,000 million, with us and CLIC contributing RMB 1,200 million and RMB 800 million, respectively. The proportionate shareholding between CLIC and us remains unchanged.
3 billion.

As of and for the year ended December 31, 2010,2013, AMC had total assets of RMB 4,6505,940 million (US$705981 million), net assets of RMB 3,9425,172 million (US$597854 million) and net profit of RMB 493657 million (US$75109 million).

Property and Casualty Business

In December 2006 we and CLIC established a property and casualty company, CLPCIC, with us owning 40% and CLIC owning the remaining 60%. In July 2008,2011, the registered capital of CLPCIC was increased from RMB 1,000 million4 billion to RMB 4,000 million,8 billion, with USus and CLIC contributing RMB 1,200 million1.6 billion and 1,800 million,2.4 billion, respectively. The proportionate shareholding between CLIC and us remains unchanged.

As of and for the year ended December 31, 2010,2013, CLPCIC had total assets of RMB 15,10637,359 million (US$2,2896,171 million), net assets of RMB 2,9328,167 million (US$4441,349 million) and net profit of RMB 613535 million (US$9388 million).

52

Our board of directors passed a resolution on March 25, 2014 proposing for approval at the annual general meeting a capital injection into CLPCIC. If approved, we will inject RMB 2.8 billion (US$463 million) and CLIC will inject RMB 4.2 billion (US$694 million) into CLPCIC. After the capital injection, the registered capital of CLPCIC would be increased to RMB 15 billion (US$2.5 billion).


Pension Insurance Business

In January 2007 we, CLIC and AMC established a pension insurance joint venture, China Life Pension, with us owning 55%, CLIC owning 25% and AMC owning the remaining 20%. In June 2008, the registered capital of China Life Pension was increased from RMB600RMB 600 million to RMB2,500 million. China Life Pension is currently held 87.4%, 6.0%, 4.8% and 1.8% by us, CLIC, AMC and China Credit Trust Company Limited, respectively.

China Life Pension has obtained the qualificationqualifications to serve as investment manager, trustee and account manager of enterprise annuity funds on November 19, 2007.

funds.

As of and for the year ended December 31, 2010,2013, China Life Pension had total assets of RMB 2,2571,440 million (US$342238 million), net assets of RMB 2,0821,168 million (US$315193 million) and net losses of RMB 194234 million (US$2939 million).

Information Technology

Our information technologycomputer systems provide support for many aspects of our businesses, including product development, sales and marketing, business management, cost control and risk control. Our information technology systems are supported byWe have approximately 1,8151,674 experienced engineers, technicians and specialists.

specialists providing professional and flexible support for our business operations in various aspects, including the design, research and development and operation of our computer systems.

In 2010,2013, we continued to increase our investment in information technology development, raisingdevelopment. We promoted the standardsapplication of the information technology applications and services. In the course of optimizing our research and development system and operation support system, we completed the development of China Life E-Home program, a real time online supportingmanagement system for supplementary major medical insurance and the unified work platform for claims management to provide better insurance service to our sales and customers management, which provided better technical servicecustomers.

In 2013, our data center in Shanghai was successfully launched for our business development.

In 2010, weuse. We continued the construction of our new research and development center in Beijing and substantially completed the earthwork.
Beijing.

Trademarks

We conduct our business under the “China Life” brand name (in English and Chinese), the “ball” logos and other business related slogans and logos. CLIC owns these trademarks and has registered them with the Trademark Office of the SAIC. CLIC has entered into a trademark license agreement with us, under which CLIC has agreed to grant us a royalty-free license to use these trademarks. See “Item 7. Major Shareholders and Related Party Transactions—Related Party Transactions—Continuing Related Party Transactions with CLIC”.

Regulatory and Related Matters

Overview

The insurance industry is heavily regulated in the PRC. The applicable laws and regulations governing insurance activities undertaken within the territories of the PRC consist principally of the PRC Insurance Law and rules and regulations promulgated thereunder.under that law. The CIRC is the authority authorized by the PRC State Council to regulate and supervise the insurance industry in the PRC.

53


The PRC Insurance Law, which provided the initial framework for regulating the PRC insurance industry, was enacted in 1995, and significantly amended on October 28, 2002 and February 28, 2009. Among other things, the major provisions of the PRC Insurance Law include: (1) licensing of insurance companies and insurance intermediaries, such as agents and brokers; (2) separation of property and casualty business and life insurance business; (3) regulation of market conduct by participants; (4) substantive regulation of insurance products; (5) regulation of the financial condition and performance of insurance companies; and (6) supervisory and enforcement powers of the CIRC.

The CIRC was established in 1998. It has extensive supervisory authority over the PRC insurance industry, including: (1) promulgation of regulations applicable to the insurance industry; (2) examination of insurance companies; (3) establishment of investment regulations; (4) approving the policy terms and premium rates for certain insurance products; (5) setting standards for measuring the financial soundness of insurance companies; (6) requiring insurance companies to submit reports concerning their business operations and condition of assets; and (7) ordering the suspension of all or part of an insurance company’s business. Since its establishment, the CIRC has promulgated a series of regulations indicating a gradual shift in the regulatory approach to a more transparent regulatory process and a convergent movement toward international standards.

Insurance Company Regulation

Licensing requirements

An insurance company is required to obtain a license from the CIRC in order to engage in an insurance business. In general, a license will be granted only if the company can meet prescribed registered capital requirements and other specified requirements, including requirements relating to its form of organization, the qualifications of its senior management and actuarial staff, the adequacy of its information systems and specifications relating to the insurance products to be offered. Our headquarters and all of our branch offices have obtained the requisite insurance licenses.

The CIRC may grant a life insurer a license to offer all or part of the following products: accident insurance, term life insurance, whole life insurance, annuities, short-term and long-term health insurance, endowment insurance (for individuals only) and other personal insurance approved by the CIRC, as well as reinsurance relating to any of the foregoing.

An insurance company may seek approval for establishing branch offices to meet its business needs so long as it meets minimum capital and other requirements. Our headquarters and substantially all of our branch offices have obtained business licenses.

Minimum capital requirements

The minimum paid-in capital for an insurance company is RMB 200 million. For an insurance company whose registered capital is RMB 200 million, the minimum incremental capital for each first branch office in a province other than the province where it is located is RMB 20 million. No additional capital will be required when the paid-in capital has reached RMB 500 million, and the insurer’s solvency is sound.

Restriction of ownership in joint stock insurance companies

Any acquisition of shares which results in the acquirer owning 5% or more of the registered capital of a joint stock insurance company, whether or not listed, requires the approval of the CIRC. A filing with the CIRC is required with respect to a change of equity interest of less than 5% in an insurance company, unless it is a listed insurance company. Unless otherwise approved by the CIRC, equity interests held by a single shareholder (including its related parties) maymust not exceed 20% of the total equity of a single insurance company; however, subject to the fulfillment of certain conditions and with the approval of the CIRC, the shareholding ratio of a single shareholder (including its related parties) in a single insurance company and themay be more than 20% but may never exceed 51%. The combined equity interests held by foreign investors may not exceed 50% of the total equity of a single life insurance company.

54


Fundamental changes

Prior approval must be obtained from the CIRC before specified fundamental changes relating to a Chinese insurance company may occur. These include: a change of company name, organizational form, registered capital or address of registered office or principal executive offices; an expansion of business scope; an amendment to articles of association; a merger or spin-off; a change in a shareholder whose capital contribution accounts for 5% or more of the total capital of the company or a shareholder holding 5% or more of the shares of the company; and a termination of a branch office. In addition, certain other changes relating to the insurance company must be reviewed by or filed with the CIRC.

Regulation of products

Regulation of ordinary personal insurance products.An ordinary personal insurance product is one whose insurance premiums and annuity products generally.The terms andpolicy benefits are definite upon issuance of the insurance policy. Beginning on August 5, 2013, the CIRC removed the original 2.50% cap on the guaranteed rates for premiums of new typesreturn of life insurance,ordinary personal insurance products, that affect social and public interestssuch guaranteed rates of return can be decided by insurance companies at their discretion in accordance with the principle of prudence. Meanwhile, the statutory valuation rates of ordinary personal insurance policies issued on and after August 5, 2013 have been increased from 2.50% to 3.50%. In addition, beginning on August 5, 2013, if the guaranteed rate of return of an ordinary personal insurance products that are mandatorily requiredproduct developed by statute, arean insurance company is not higher than the maximum valuation rate set by the CIRC which varies depending on product, the insurance company must file the relevant information of the product with the CIRC. If such rate is higher than the maximum valuation rate set by the CIRC, the insurance company is required to be submittedobtain the CIRC’s approval on the product in advance, and during the approval process, the insurance company is not allowed to submit new insurance clauses and premium rates to the CIRC for approval. The terms and rates of premiums of other types of insurance products are required to be filed with the insurance regulatory bodies.

Regulation of participating products.A participating product is one which the policyholder or annuitant is entitled to share in the distributable earnings of the insurer through “policy dividends”. The participation dividend may be in the form of a cash payment or an increase in the insured amount. At least 70% of the distributable earnings is required to be distributed as dividends. Participating products may not be sold or modified without the prior approval of the CIRC, and CIRC regulations govern disclosures that may be made regarding participating products. Insurance companies offering participating products are required to file an annual report with the CIRC. The insurance company is also required to provide a performance report to the holders of its participating products at least once a year, setting forth specified financial and other information regarding the products.

Under the relevant requirements of the CIRC, the assumed interest rate of a participating product may not exceed 2.50%.

Regulation of universal products. A universal product is one which offers the typical protection of life insurance with investment accounts providing a minimum yield. The premium payments and coverage of universal products are flexible, usually with a minimum guaranteed interest rate, and the investment yields are settled periodically. Universal products may not be sold or modified without the prior approval of the CIRC. Any amendment to the insurance clauses, premium rates, insurance liabilities, types of insurance or pricing methods of universal products must be filed with the CIRC. Under the relevant requirements of the CIRC, the minimum guaranteed interest rate of a universal product must not exceed 2.50%.

Regulation of investment-linked products.An investment-linked product is one which insures the policyholder or annuitant against one or more separate risks and at the same time gives the policyholder or annuitant an interest in one or more separate investment accounts. Investment-linked products may not be sold or amended without the prior approval of the CIRC. The establishment of separate investment accounts is subject to the CIRC’s approval. Transactions between a separate investment account and any other account of the insurance company, other than a transfer of cash to pay for operating expenses of the separate investment account, are prohibited. Other CIRC regulations govern the sale and disclosure terms of investment-linked products.

Regulation of variable annuity insurance. Variable annuity insurance is a type of insurance where the policy benefits are associated with the price of the investment unit in the linked investment account, and a minimum amount of policy benefits is guaranteed as stipulated in the insurance agreement. Under variable annuity insurance, the insurance company is obliged to pay an annuity or offer an option for the conversion of the insurance proceeds to be annuitized upon maturity. Variable annuity products may not be sold or amended without the prior approval of the CIRC. Variable annuity products must be sold and disclosed in accordance with the requirements of the CIRC.

Regulation of pension insurance.A life insurance company or a pension insurance company, as approved by the CIRC, may engage in individual and group pension insurance business. The pension insurance terms and premium rates determined by an insurance company must be filed with or approved by the CIRC in accordance with its regulatory provisions. Other CIRC regulations govern the sale and disclosure terms of pension insurance.

Regulation of enterprise annuity funds.Subject to the approval of the PRC Ministry of Human Resources and Social Security, insurance companies may serve as the trustee, account manager and investment manager for enterprise annuity funds. China Life Pension has obtained the qualificationqualifications to serve as investment manager, trustee and account manager of enterprise annuity fund on November 19, 2007. AMC obtained the qualification to serve as the investment manager of enterprise annuity fund on August 1, 2005.

fund.

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Regulation of health insurance.Subject to approval by the CIRC, life insurance companies may engage in health insurance business. Other insurance companies may, subject to approval by the CIRC, engage in short-term health insurance business. Insurance companies engaged in health insurance business are required to submit an actuarial report or reservereserves assessment report for the preceding year in accordance with the relevant provisions of the CIRC. Insurance companies must also submit a pricing review report to the CIRC before March 15 of each year regarding the short-term health insurance products.

Regulation of accidental injury insurance. Accidental injury insurance is a type of insurance that uses death or disability caused by accidents or physical injuries stipulated in the insurance agreement as a condition for paying insurance proceeds. Accidental injury insurance products as well asmust be developed and managed by the claimsheadquarters of the insurance company and payments forfiled with the CIRC. Insurance companies must also submit a pricing review report to the CIRC before March 15 of each year regarding the short-term healthaccident insurance products available for sale for more than one year in the preceding year.

they offer.

ForeignRegulation of foreign exchange denominated insurance.Insurance companies may seek approval from the CIRC and the SAFE to engage in foreign exchange denominated insurance and reinsurance businesses, allowing them to offer products to non-Chinese policyholders or for non-Chinese beneficiaries, as well as policies covering accidents and illnesses which occur outside China, together with related reinsurance.

Regulation of supplementary major medical insurance. As part of the Chinese government’s overall medical insurance scheme, supplementary major medical insurance reimburses policyholders for a specified percentage of their medical expenses which are in excess of the maximum amounts covered by the basic social medical insurance as long as such medical expenses are caused by the diseases covered by the basic social medical insurance. The Chinese government has launched pilot supplementary major medical insurance programs in specified areas in China. Local governments in these pilot areas use a portion of the basic medical insurance funds to purchase supplementary major medical insurance service from qualified insurance companies through a government tender. Insurance companies are required to apply to the CIRC for the qualification to engage in such business. Supplementary major medical insurance products must be filed with the CIRC.

Regulation of investments

Permitted investments.As a Chinese life insurance company, we are subject to restrictions under the PRC Insurance Law and other related rules and regulations on the asset classescategories and percentages in which we are permitted to invest. On January 23, 2014, the CIRC issued a notice classifying the assets that insurance companies may invest in five broad categories: current assets, fixed-income assets, equity assets, property assets and other financial assets. The notice further specifies the amounts in percentages that may be invested in each asset category, the percentages that correspond to concentration risks for investing in a single item and counter-party, and risk monitoring requirements and early warning mechanisms with respect to liquidity, financing scale and asset classes.

Asset categories, investment and concentration risk regulatory percentages. Currently, Chinese life insurance companies are allowed to invest their funds in the followings,following asset categories, subject to the satisfaction of conditions prescribed for each form of investment:

investment

bank deposits;
 Regulatory Percentage(1)
Asset
Category
  Chinese government bonds;DefinitionSpecific Items IncludedInvestment
Regulatory
Percentage
Concentration Risk Regulatory
Percentage
Current assetsCurrent assets refer to cash reserves, deposits payable on demand, and highly-liquid assets with shorter terms and less risk of changes in value that can be readily converted into a definite amount of cash.Domestic items mainly include cash, current deposits, bank call deposits, insurance asset management products on the monetary market, and government bonds, quasi-government bonds and reverse repurchase agreements with residual maturities of one year or less. Overseas items mainly include bank current deposits, monetary market funds, overnight lending, commercial bills, bank bills, negotiable certificates of deposit, reverse repurchase agreements, short-term government bonds, government-backed bonds, bonds of international financial organizations, corporate bonds and convertible bonds with residual maturities of one year or less, as well as other tools or products recognized by the CIRC in this category.None.The total outstanding investments by an insurance company in a single legal person(2) must not exceed 20% of the total assets(3) of the insurance company as at the end of the last quarter (excluding, among others, investments in domestic central government bonds, quasi-government bonds, and equity investments in insurance enterprises with proprietary funds).
Fixed-income assetsFixed-income assets refer to assets characterized by a definite maturity date and payments of interest and principal according to pre-determined interest rates and payment methods, as well as other assets whose main value is dependent on the changes in the value of the aforesaid assets.Domestic items mainly include time deposits, negotiated deposits, bond funds, fixed-income insurance asset management products, financial institution (company) bonds, non-financial institution (company) bonds and government bonds and quasi-government bonds with residual maturities of more than one year. Overseas items mainly include time deposits, structured deposits with bank guaranteed commitments, securities investment funds with fixed-income commitments, government bonds, government-backed bonds, bonds of international financial organizations, corporate bonds and convertible bonds with residual maturities of more than one year, as well as other tools or products recognized by the CIRC in this category.None.

The book balance of investment by an insurance company in a single fixed-income asset(4) must not exceed 5% of the total assets of the insurance company as at the end of the last quarter, excluding investments in domestic central government bonds, quasi-government bonds and bank deposits.

The total outstanding investment by an insurance company in a single legal person must not exceed 20% of the total assets of the insurance company as at the end of the last quarter (excluding, among others, investments in domestic central government bonds, quasi-government bonds and equity investments in insurance enterprises with proprietary funds).

 Regulatory Percentage(1)
Asset
Category
  government agency bonds;DefinitionSpecific Items IncludedInvestment
Regulatory
Percentage
Concentration Risk Regulatory
Percentage
Equity assets

Equity assets include both listed and unlisted equity assets.

Listed equity assets refer to the ownership certificate representing the equity or other residual income rights of enterprises that are publicly listed and traded on stock exchanges or financial asset markets, as well as other assets whose main value depends on the changes in the value of the aforesaid assets.

Unlisted equity assets refer to the equity or other residual income rights of enterprises that are established and registered but are not publicly listed on exchanges, as well as other assets whose main value depends on the changes in the value of the aforesaid assets.

Domestic items of listed equity assets mainly include shares, equity funds, hybrid funds and equity insurance asset management products. Overseas items of listed equity assets mainly include ordinary shares, preferred shares, global depositary receipts, American depositary receipts and equity securities investment funds, as well as other tools or products recognized by the CIRC in this category.

Domestic and overseas items of unlisted equity assets mainly include equities of unlisted companies, equity investment funds and other related financial products, as well as other tools or products recognized by the CIRC in this category.

The total book balance of investments by an insurance company in equity assets must not exceed 30% of the total assets of the insurance company as at the end of the last quarter, and the book balance of significant equity investments must not be higher than the net assets of the insurance company as at the end of the last quarter. The book balance does not include the equity of any insurance enterprise as invested by the insurance company with its proprietary funds.

The book balance of investments by an insurance company in a single equity asset must not exceed 5% of the total assets of the insurance company as at the end of the last quarter, excluding significant equity investments and investments in the equity of any insurance enterprises by the insurance company with its proprietary funds.

The total outstanding investments by an insurance company in a single legal person must not exceed 20% of the total assets of the insurance company as at the end of the last quarter (excluding, among others, investments in domestic central government bonds, quasi-government bonds, and equity investments in insurance enterprises with proprietary funds).

Property assetsProperty assets refer to purchased or invested land, structures and other land attachments, as well as other assets whose main value depends on the changes in the value of the aforesaid assets.Domestic items mainly include real estate, infrastructure investment schemes, property investment schemes, property insurance asset management products and other property related financial products. Overseas items mainly include commercial properties, office properties and real estate investment trusts (REITs), as well as other tools or products recognized by the CIRC in this category.

The total book balance of investments by an insurance company in property assets must not exceed 30% of the total assets of the insurance company as at the end of the last quarter. The book balance does not include the properties purchased by the insurance company for its own use.

The book balance of the properties purchased by an insurance company for its own use must not exceed 50% of the net assets of the insurance company as at the end of the last quarter.

The book balance of investments by an insurance company in a single property asset must not exceed 5% of the total assets of the insurance company as at the end of the last quarter, excluding properties purchased for its own use.

The total outstanding investments by an insurance company in a single legal person must not exceed 20% of the total assets of the insurance company as at the end of the last quarter (excluding, among others, investments in domestic central government bonds, quasi-government bonds and equity investments in insurance enterprises with proprietary funds).

 Regulatory Percentage(1)
Asset
Category
  corporate bonds;
Definition  stocks;
Specific Items Included  securities investment funds;
Investment
Regulatory
Percentage
  real property;Concentration Risk Regulatory
Percentage
Other financial assets  equity interestsOther financial assets refer to other kinds of non-listed enterprises;
assets that are distinctively different from all the foregoing categories of assets, including in terms of risk-return characteristics, liquidity and other characteristics, and cannot be classified into any of the foregoing categories.  interest rate swaps;
Domestic items mainly include financial products by commercial banks, asset-backed securities offered by banking financial institutions, trust schemes of collective funds offered by trust companies, special asset management schemes offered by securities companies, project asset-backed schemes offered by insurance asset management companies and other insurance asset management products. Overseas items mainly include structured deposits without bank guaranteed commitments, as well as other tools or products recognized by the CIRC in this category.  overseas investments; and
The total book balance of investments by an insurance company in other financial assets must not exceed 25% of the total assets of the insurance company as at the end of the last quarter.  

The book balance of investments by an insurance company in a single other investment channelsfinancial asset must not exceed 5% of the total assets of the insurance company as approvedat the end of the last quarter, excluding purchase of insurance asset management products within its group.

The total outstanding investments by an insurance company in a single legal person must not exceed 20% of the State Council.total assets of the insurance company as at the end of the last quarter (excluding, among others, investments in domestic central government bonds, quasi-government bonds, and equity investments in insurance enterprises with proprietary funds).

Overseas investmentAn insurance company is allowed to participate in overseas investments in 25 developed markets and 20 emerging markets in accordance with the relevant requirements of the CIRC.As referred to in the investable overseas items listed in each of the above asset categories.The total outstanding overseas investments by an insurance company must not exceed 15% of the total assets of the insurance company as at the end of the last quarter.The total outstanding investments by an insurance company in a single legal person must not exceed 20% of the total assets of the insurance company as at the end of the last quarter (excluding, among others, equity investments in insurance enterprises with proprietary funds).

(1)When calculating the regulatory percentages for each asset category, an insurance company is required to combine its domestic and overseas investments in assets of the category on a consolidated basis.
(2)A single legal person refers to a single fund-raising party with legal person status that establishes a direct creditor-debtor or shareholder relationship with an insurance company due to the latter’s investment therein.
(3)Total assets exclude the balance of the funds raised from bond repurchases and the amount of assets under independent accounts (including investment-linked life insurance products, variable annuity products, health care entrusted management products, pension insurance entrusted management products and investment-oriented non-life insurance products without pre-agreed returns).
(4)Single asset investments refer to the investments in a single specific item under any category of investment assets. Where an investment product is issued in several phases, the book balance of the investment in a single asset is the sum of the investments in each phase.

Investment risk monitoring percentages. To alleviate the risks associated with liquidity and high volatility of assets, an insurance company that experiences any of the following circumstances is required to report to the CIRC in a timely manner, and the CIRC will closely monitor the operation of the insurance company and disclose the related information to the public when necessary:

Bank deposits, ChineseLiquidity monitoring. The total book balance of investments by an insurance company in current assets and government bonds and government agency bonds.In October 1999, insurance companies were authorized to make deposits in commercial banks at negotiated rates, provided that the deposits have termsquasi-government bonds with residual maturities of one year or longer than five years and are in amounts of no less than RMB 30 million. The “jumbo” deposits generally bear more attractive interest rates than interest rates on “regular” deposits, which are subject to regulation by the central bank.
Insurance companies may also invest in Chinese government bonds and government agency bonds, including local government bonds issued and repaid by the Ministry of Finance as agent, central bank notes and bonds issued by state-owned policy banks of the Chinese government. There are no CIRC prescribed maximum percentage of investments by insurance companies in these bonds.

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The balance of an insurer’s total investment in bank deposits, government bonds, central bank notes, bonds issued by state-owned policy banks of the Chinese government and currency market funds may be no lessis lower than 5% of such insurer’sthe total assets of the insurance company as ofat the end of the previouslast quarter.

Corporate bonds.Insurance companies are allowed to invest in secured bondsFinancing leverage monitoring. The total outstanding borrowings (including inter-industry lending and unsecured bonds.
Secured bonds include secured enterprise bonds, corporate bonds, convertible corporate bonds and bonds publicly issued by securities companies. The invested secured enterprise (corporate) bonds must have a long-term credit ratingbond repurchases) of A or above as assessed by a domestic credit rating agency. Anan insurance company may, at its discretion, determine the total amount of investment in financial bonds, subordinated bonds and fixed term subordinated debt issued by commercial banks, RMB-dominated bonds issued by international development institutions and other secured enterprise (corporate) bonds. An insurer’s total investment in any single issue of the above bonds may not exceed 20% of such issue.the total assets of the insurance company as at the end of the last quarter.

UnsecuredMonitoring of different categories of assets. The total book balance of investments by an insurance company in domestic bonds include unsecured enterprise bonds, debt financing instruments of non-financial enterprises and convertible corporate bonds issued by commercial banks. The invested unsecured corporate bonds issued in China must havewith a long-term credit rating of AA or abovelower as assessedrated by a domestic credit rating agency. The balance of an insurer’s investment in unsecured enterprise (corporate) bonds may not exceed 20% of its total assets as of the end of the previous quarter, and an insurer’s total investment in any single issue of the above bonds may not exceed 10% of the issue.
An insurer’s investment in secured and unsecured bonds must also meet the following requirements: the balance of investment in bonds issued by any single issuer may not exceed 20% of such issuer’s net assets as of the end of the most recent fiscal year; the balance of investment in bonds issued by affiliated enterprises may not exceed 20% of the insurer’s net assets as of the end of most recent fiscal year; and the total investment by the affiliates of the same group in any single issue may not exceed 60% of such issue.
Insurance companies may invest in subordinated debt issued by other insurance companies that are not controlling, controlled by or under common control with, the investing insurance company. The balance of an insurer’s total investment in fixed term insurance company subordinated debt may not exceed 20% (and 4% in any single issuer) of its net assets as of the end of the previous quarter. The total investment in any single issue may not exceed 20% of the issue, and the balance of such investment may not exceed 1% of the net assets of such insurer as of the end of the previous quarter.
For an insurer undertaking bond repurchase transactions, the balance of the fund from financing activities may not exceed 20% of its total assets as of the end of the previous quarter if the insurer’s solvency ratio meets the regulatory requirements, and 10% if the insurer’s solvency ratio does not meet the regulatory requirements. The balance of the fund used for resale activities for any single transaction counterparty may not exceed 20% of the insurer’s net assets as of the end of the previous quarter and 20% of the transaction counterparty’s net assets as of the end of the previous year.
Stocks.Insurance companies may use their insurance funds to invest in publicly offered and listed shares which are denominated and traded in RMB, in private placement of shares by listed companies to specific investors and in other stock market investments. As of the date of this annual report, CIRC has not promulgated any rules permitting the investment in the Growth Enterprise Board listed shares and shares which are denominated and traded in foreign currency. Such stock market investments may be made by an insurer directly or through an insurance asset management company, and may be made at primary market offering stage or through secondary market trading.

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Where the balance of total investment in stocks and stocks investment funds does not exceed 20% of its total assets as of the end of the previous quarter, an insurance company may, at its discretion, determine the total amount of investment in stocks. The balance of an insurer’s investment cost in any single entity’s shares may not exceed 50% of such entity’s net assets as of the end of the most recent fiscal year, and may not exceed 20% of such insurer’s total assets as of the end of the previous quarter. An insurer’s investment in any single listed company’s shares may not exceedagencies exceeds 10% of the total share capitalassets of such listed company. If any investment exceeds 10% of a listed company’s total share capital, the insurance company must obtain control over such listed company and must file information regarding the investment with the CIRC.
An insurer is prohibited from investing in any problematic securities that have been identified by the CIRC and is prohibited from engaging in insider trading and other manipulative and illegal activities.
Securities investment funds.Insurance companies are allowed to invest in qualified domestic securities investment funds. The amount of investment assets that may be so invested by an insurer may not exceed 15% of its total assets as of the end of the previous quarter. The balance of total investment in securities investment funds and stocks may not exceed 25% of its total assets as of the end of the previous quarter. The balance of total investment in stocks and stocks investment funds may not exceed 20% of its total assets as of the end of the previous quarter. The investment balance in any single fund may not exceed 3% of its total assets as of the end of the previous quarter. An investment in any single closed-end fund may not account for more than 10% of the fund. Notwithstanding the foregoing, insurance companies may invest up to 100% of the assets of an investment account relating to investment-linked products, up to 80% of the assets of an investment account relating to universal life products and up to 15% of the investment assets relating to participating products as of the previous month in qualified domestic securities investment funds.
Real property.Insurance companies are allowed to invest in infrastructure real property, non-infrastructure real property and the related financial products.
For insurance funds invested in infrastructure real property, the balance of an life insurance company’s investment on a cost basis may not exceed 5% of its total assets as of the end of the previous quarter. The balance of an insurer’s investment in a single infrastructure project on a cost basis may not exceed 20% of the overall budget of such project. The balance of an insurer’s investment from independent accounting product account on a cost basis may not exceed the specific ratio as stipulated in the insurance policy.
For insurance funds invested in non-infrastructure real property and the related financial products, the balance of an insurer’s investment in real properties may not exceed 10% of its total assets as of the end of the previous quarter; the balance of investment in the related financial products may not exceed 3% of the insurer’s total assets as of the end of the previous quarter, and the total of the above two items may not exceed 10% of the insurer’s total assets as of the end of the previous quarter. The balance of an insurer’s investment in any single real property investment plan may not exceed 50% of the issue of such plan, and the investment in any related financial products shall not exceed 20% of the issue of such product.
Where an insurance company invests in real property, if the balance of investment exceeds RMB 2 billion or 20% of the investment limit, or if there is additional investment in the existing real property projects, a report must be made to the CIRC within the prescribed time.

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Insurance group (holding) companies and insurance companies may not use any of its reserves to purchase real property for self-use. The balance of investments in the purchase of real property for self-use by an insurer may not exceed 50% of its net assets as of the end of the previous year.
Equity interests in non-listed enterprises.Insurance companies are allowed to directly or indirectly invest in equity interests in non-listed enterprises. Such investments are either categorized as “direct investments”, for acts of investment in and holding of equity by an insurance company under the name of the capital contributor, or as “indirect investments”, for acts of an insurance company’s investment in equity investment funds and other related financial products sponsored and established by an investment management institution. Where an investment is made directly in equity with insurance funds, it must be limited to equity interests of insurance enterprises, non-insurance financial enterprises and insurance business-related old-age pension, medical and automobile services and other such enterprises. For purposes of such direct equity investment other than that may lead to control and indirect investment, an insurer may use its corporate capital and liability reserves.
The balance of an insurer’s investment in equity interests of non-listed enterprise may not exceed 5% of the insurer’s total assets as of the end of the previous quarter, the balance of investment in equity investment funds and other financial products related to equity interests of non-listed enterprises may not exceed 4% of the insurer’s total assets as of the end of the previous quarter, and the aggregate of the two items may not exceed 5% of the insurer’s total assets as of the end of the previous quarter. The balance of a direct investment may not exceed the insurer’s net assets. Except for material equity investments, the balance of an equity investment in any single equity enterprise may not exceed 30% of the insurer’s net assets. The balance of an investment in any single investment fund may not account for more than 20% of the issue size of such fund. The balance of an insurer’s investment cost in any single entity’s shares may not exceed 50% of the legal person’s net assets as of the end of the most recent fiscal year, and may not exceed 20% of such insurer’s total assets as of the end of the previous quarter.
Insurance companies are allowed to invest in non-listed commercial banks, including state-owned commercial banks, joint stock commercial banks and city commercial banks in China. Such investments are either categorized as “ordinary investments”, for investments amounting to less than 5% of the bank’s share capital or paid-in capital, or as “material investments”, for investments exceeding 5% of the bank’s share capital or paid-in capital. For purposes of such investment, an insurer may use its corporate capital, liability reserves with a liability term of over 10 years (other than the funds invested in investment-linked and universal life products and other financial management type insurance products), as well as other funds recognized by the CIRC.
The aggregate of ordinary and material investments in banks may not exceed 3% of an insurer’s total assets. Ordinary investments in a single bank may not exceed 1% of an insurer’s total assets. In addition, material investments are required to be submitted to the CIRC for approval and corporate capital applied to material investments may not exceed 40% of the insurer’s paid-in capital as of the end of the previous year, minus accumulated losses. Insurers intending to invest in commercial banks using financing facilities must seek prior approval by the CIRC.
For material investments, insurers are further required to be able to accurately assess the performance and risks of the target bank. If an insurer wishes to purchase a 5% — 10% stake in a commercial bank, the insurer must have total assets at the end of the previous yearlast quarter, or the total book balance of no less than RMB 20 billion (ininvestments in equity assets exceeds 20% of the casetotal assets of the insurance company as at the end of the last quarter, or the total book balance of investments in property assets exceeds 20% of the total assets of the insurance company as at the end of the last quarter, or the total book balance of investments in other financial assets exceeds 15% of the total assets of the insurance company as at the end of the last quarter, or the total book balance of outstanding overseas investments exceeds 10% of the total assets of the insurance company as at the end of the last quarter.

The book balance of a single inter-group insurance asset management product purchased by an insurance holding company) or RMB 100 billion (incompany exceeds 5% of the casetotal assets of such insurance company as at the end of the last quarter.

Financial derivative products. Apart from the regulations on the five asset categories described above, the CIRC has separately issued a series of rules governing the operation of domestic and overseas trading of derivative products by an insurance operating company). For investments greater than 10%company. Financial derivative products are financial contracts whose value is determined by one or more types of underlying assets, indices or certain events. Typical financial derivative products include forwards, futures, options and swaps.

Insurance companies may participate in derivatives transactions only for the purpose of hedging or averting risks, and not for the purpose of speculation. Legitimate purposes include hedging or averting risks of current assets and liabilities, or the company as a whole, and hedging the risk of assets scheduled to be bought within the next month, or locking in future transaction prices.

“Assets scheduled to be bought”, the applicable minimumas used above, refers to assets test increases to RMB 30 billion (in the case ofthat an insurance holding company) or RMB 150 billion respectively (ininstitution has decided to buy after going through its investment decision-making process. If the case of an insurance operating company). Weassets are qualified under these rules to make investments for more than a 10% ownership stake in a commercial bank.

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In principle, an insurer may not make material investment in more than two commercial banks.
To exit an investment in a commercial bank, an insurer is required to file with the CIRC for the transfer of an ordinary investment and to obtain CIRC approval for a transfer of a material investment. In the event the bank equity owned by an insurer is converted into tradable shares, the cost for acquiring such bank equity is required to be booked as partbought within one month of the insurer’s stock market investments, which need to comply with CIRC rules in respect thereof.
Interest rate swaps. decision date, or the plan was aborted within the aforementioned period, the insurance institution must terminate, liquidate or unwind the relevant derivative upon the expiration of the prescribed period or within five trading days of such decision.

For an insurer carrying out interest rate swaps, the notional principal may not exceed 10% of its fixed-income assets (including bank deposits, bonds and other debt instruments) as of the end of the previous quarter. The notional principal swapped with the same counterparty may not exceed 3% of such counterparty’s fixed-income assets as of the end of the previous quarter.

Overseas investments.Insurance companies are allowed to invest abroad with insurance funds in the following categories:
currency market products such as commercial paper, negotiable deposits, repurchase and resale agreements and currency market funds;
fixed income instruments such as bank deposits, structured deposits, bonds, convertible bonds, bond funds, securitization products and trust products, among which, the varieties of bonds in Hong Kong market are limited to bonds publicly issued in Hong Kong by companies listed on Main Board and large state-owned enterprises;
equity investments such as stocks, stock investment funds, equity and equity-type products, which, in Hong Kong, are limited to stocks publicly offered and listed on Main Board; and
other investments permitted by the PRC Insurance Law and the State Council.
The balance of total amount of overseas investments in stocks and securities investment funds may not exceed 15% of the insurer’s total assets as of the end of the previous quarter. The ratio for a single investment is the same as the investment ratio of the same variety of investment in the domestic markets. The total amount actually invested by an insurance company may not exceed the foreign currency investment quota approved by the SAFE.
The domestic and overseas investment ratios of various financial products shall be calculated in combination on the basis of the assets actually invested in various bonds, stocks and securities investment funds and subject to regulatory requirements.

Solvency requirements

In March 2003, the CIRC introduced a new standard, the solvency ratio, to measure the financial soundness of life insurance companies to provide better policyholder protection under a system of corrective regulatory action. The standard for calculation of solvency ratio was further revised by the CIRC in September 2008. The solvency ratio of an insurance company is a measure of capital adequacy, which is calculated by dividing the actual capital of the company (which is its admissible assets less admissible liabilities, determined in accordance with relevant CIRC rules) by the minimum capital it is required to meet.

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The minimum capital of a life insurance company is the sum of its minimum capital for its short-term business (policies having a term of one year or less from the date of issuance) and the minimum capital for its long-term business (policies having a term of more than one year from the date of issuance). The standard for calculation of the minimum capital was further revised by the CIRC in January 2010.
In January 2013, the CIRC issued the standard for calculation of the minimum capital for supplementary major medical insurance. In August 2013, the standard for calculation of the minimum capital with respect to the total sums at risk under long term life insurance policies was further revised by the CIRC.

The minimum capital for a life insurance company’s short-term business is the sum of the minimum capital for supplementary major medical insurance and the higher of:

18% of the portion of net premiums received in the most recent fiscal year net of business tax and other surcharges which is not in excess of RMB 100 million, plus 16% of the portion which is in excess of RMB 100 million; and

18% of the portion of net premium received in the most recent fiscal year net of business tax and other surcharges which is not in excess of RMB 100 million, plus 16% of the portion which are in excess of RMB 100 million; and
26% of the portion of the average annual claims payments during the most recent three fiscal years which is not in excess of RMB 70 million, plus 23% of the portion which is in excess of RMB 70 million.

The minimum capital for its long-term business is the sum of:

4% of the period-end reserves for insurance risks after unbundling of mixed insurance contracts;

4% of the period-end reserves for insurance risks after unbundling of mixed insurance contracts;
4% of the period-end reserves for insurance contracts;
1% of the liabilities for other risks after unbundling of investment-linked insurance contracts;
4% of the liabilities for other risks after unbundling of other mixed insurance contracts;
4% of the liabilities for insurance policies which do not pass the tests for significant insurance risks;
0.1% of the total sums at risk under term life policies, the coverage period of which expires within three years;
0.15% of the total sums at risk under term life policies, the coverage period of which expires within three to five years;
0.3% of the total sums at risk under term life policies, the coverage period of which will not expire within five years;
0.3% of the total sums at risk under whole life policies; and
0.3% of the sums at risk of all other insurance and annuity products with a coverage period longer than one year.

1% of the liabilities for other risks after unbundling of investment-linked insurance contracts and variable annuity insurance contracts;

4% of the liabilities for other risks after unbundling of other mixed insurance contracts;

4% of the liabilities for insurance policies which do not pass the tests for significant insurance risks;

0.15% of the total sums at risk under life insurance contracts;

0.24% of the total sums at risk under health insurance contracts;

0.06% of the total sums at risk under accident insurance contracts; and

0.3% of the total sums at risk under other insurance contracts.

An insurance company with a solvency ratio below 100% may be subject to a range of regulatory actions by the CIRC. The CIRC may in such situations require the insurance company to, among other things, raise additional share capital, limit paying dividends on its shares, limit the remuneration and expense accounts of its directors and senior management, restrict its advertising activities, restrict the establishment of branch offices and business operations, cease any new business development, transfer its insurance business to others or seek reinsurance of its insurance obligations, sell its assets or restrict the acquisition of fixed assets, limit the channels for using its capital, change its management team or put the insurer into receivership.

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If the solvency ratio is between 100% and 150%, the CIRC may require an insurance company to submit and implement a plan on the prevention of inadequate solvency. Where there is any significant insolvency risk in an insurance company with a solvency ratio between 100% and 150% or higher than 150%, the CIRC may require the insurance company to take corrective actions or take other regulatory actions as the CIRC deems necessary.

Insurance companies are required to calculate and report annually and quarterly to the CIRC their solvency level. In addition, an insurance company must submit a report to the CIRC within five workingbusiness days after becoming aware that it is insolvent.

of the inadequacy of its solvency ratio, and must formulate a solvency ratio compliance program, take measures to return its solvency ratio to an adequate level, and submit the compliance program to the CIRC.

As of December 31, 2010,2013, our solvency ratio was approximately 211.99%226.22%.

Statutory deposits

Insurance companies in China are required to deposit an amount equal to 20% of their registered capital with no more than threeat least two qualified commercial banks, each of which must, among other things, have registered capitalnet assets of no less than RMB 4,000 million20 billion as of the end of the previous year and have no affiliated relationship with the insurance company. These funds may not be used for any purpose other than to pay off debts during a liquidation proceeding.

Statutory insurance fund

Chinese life insurance companies are required to contribute to a statutory insurance fund 0.15% of their premiums and accumulated policyholder deposits fromthe business income for life policiesinsurance with guaranteed benefits,earnings and 0.05% of their premiums and accumulated policyholder deposits fromthe business income for life policiesinsurance without guaranteed benefits,benefits; 0.8% of insurance premiums for short-term health insurance and 0.15% of insurance premiums for long-term health insurance; 0.8% of premiums from short-term health policies, 0.15% of premiums from long-term health policies, 0.8% of premiums fromfor non-investment accident insurance, contracts, 0.08% of their accumulated policyholder deposits fromthe business income for investment accident investment contractsinsurance with guaranteed benefits, and 0.05% of their accumulated policyholder deposits fromthe business income for investment accident investment contractsinsurance without guaranteed benefits. Contributions are not required once the total amount contributed inbalance of the statutory insurance fund of a life insurance company reaches 1% of the insurance company’s total assets.

Statutory reserves

In addition to the statutory deposit and the statutory insurance fund, insurance companies are required to provide for the following statutory reserves in accordance with regulations established by the CIRC: unearned premium reserves and reserves for claims and claim adjustment expense.CIRC. These reserves are recorded as liabilities for purposes of determining an insurance company’s actual solvency in accordance with regulatory rules.

Statutory reinsurance

Insurance companies are required to reinsure, for any single risk, the excess of the maximum potential liability over an amount equal to 10% of the sum of paid-in capital and capital reserves.

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Actuaries

Insurance companies are required to appoint one or more actuarial professionals, certified by the CIRC, and must establish a system for actuarial reporting.

Regulation of corporate governance

Directors and senior management qualification and remuneration management requirements.Directors, supervisors and senior management of an insurance company are subject to qualification requirements implemented by the CIRC.

In addition, the cash benefits, subsidies and allowances that an insurance company pays to its directors, supervisors and senior management annually must not exceed 10% of their respective base remuneration. Where an insurance company has inadequate solvency, the CIRC will place restrictions on the remuneration of its directors, supervisors and senior management in accordance with relevant regulatory rules on solvency. The senior management of an insurance company receive in-office audits once every three years. If any member of the senior management leaves due to a job change, promotion or any other reasons, a departure audit must be conducted.

Risk management.Insurance companies must establish and adopt procedures, organizational structures, systems and measures to identify, evaluate and control the risks involved in its insurance operation. Insurance companies must report to the CIRC in a timely manner any major risks, and include in its annual report an annual risk evaluation report reviewed by the board of directors.

In addition, as required by the CIRC, an insurance company that conducts certain activities, such as direct share investments, equity investments, real estate investments, investments in unsecured bonds, development of infrastructure investment schemes and real estate investment schemes and use of derivatives, must have at least two qualified risk officers. Where an insurance company decides to change a risk officer, impose disciplinary sanctions on a risk officer, dismiss a risk officer or terminate the employment of a risk officer, the insurance company must replace such risk officer within 10 business days from the date of the decision, and report to the CIRC the reasons for such replacement.

Compliance management.Insurance companies must prevent, identify, evaluate, report and manage compliance risks by taking measures such as setting up a compliance department, formulating and implementing compliance policies (which are required to be filed with the CIRC), exercising compliance monitoring and providing compliance trainings, so as to ensure compliance by the company, its staff and sales agents with the relevant laws and regulations, rules of regulatory authorities, industrial self-regulatory rules, internal management systems and codes of ethics. An annual compliance report must be submitted to the CIRC by April 30 each year. Each insurance company is required by the CIRC to appoint a compliance officer and establish a compliance management department in its head office. As of the date of this annual report, we have set up a compliance management department, established compliance standards and appointed a compliance officer whose qualification has been approved by the CIRC.

Related party transactions management.transactions.Related According to applicable CIRC regulations, related party transactions between an insurance company and any of its related parties are classified as either “material related party transactions” or “ordinary related party transactions”. The term “material related party transactions” refers to any single transaction between an insurance company and a related party in which the trading volume accounts for 1% or more of the insurance company’s net assets as of the end of the previous year and has a value of more than RMB 5 million, or transactions between an insurance company and a related party in which the accumulative trading volume within one fiscal year accounts for 10% or more of the insurance company’s net assets as of the end of the previous year and has a value of more than RMB 50 million. The term “ordinary related party transactions” refers to all related party transactions other than “material related party transactions”. A material related party transaction is subject to approval by the insurer’s board of directors or shareholders, while an ordinary related party transaction must be reviewed in accordance with the internal authorization process of the insurance company. An insurance company is required to maintain a system to manage related party transactions and file them with the CIRC. Companies must take effective measures to prevent their shareholders, directors, supervisors, senior management and other related parties from taking advantage of their positions and acting against the interests of the company or the insured through related party transactions.

Internal audit.Insurance companies are required to establish an independent department for internal audit purposes, staffed with sufficient internal audit personnel (the number of full-time internal audit personnel generally must not be less than 5‰ of the total number of the company’s employees), establish an audit committee, and designate an audit controller whose appointment and replacement must be filed with the CIRC. An internal audit report must be submitted to the CIRC by April 30 of each year and any major risk identified during the internal audit process must be reported to the CIRC in a timely manner.

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Reporting and disclosure requirements.An insurance company must submit to the CIRC an operating report, an actuarial report, its financial statements, a solvency report and a compliance report, each prepared in accordance with applicable rules. By April 30 of each year, an insurance company must disclose on its website and a newspaper designated by the CIRC an annual report including, among other things, financial statements and solvency data for the previous year. In addition, within 10 business days after the occurrence of a material related party transaction or other material events, an insurance company must disclose information about such transactions and events on its website.

Internal control assessment.In January 2006, the CIRC issued tentative rules on internal control assessment of life insurance companies to facilitate and supervise the companies and improve their awareness of, and strengthen their controls over, matters such as corporate governance in management, internal controls and regulatory compliance in operations and risk management. Life insurance companies are required to submit to the CIRC an internal control assessment form and an annual internal control assessment report each year. The CIRC assesses the internal control of life insurance companies at least every three years, covering at least one third of all life insurance companies each year. In August 2010, the CIRC issued new rules governing internal control of insurance companies. Under the new rules, an insurance company must establish an internal control evaluation system, and by April 30 of each year, an insurance company must submit to the CIRC an evaluation report on its internal control.

Market conduct

Insurance companies are required to take steps to ensure that sales promotional materials used by their sales representatives and agents are objective, true and correct, with no material omissions or misleading information, contain no forecasts of benefits that are not guaranteed under the insurance or annuity product and do not exaggerate the benefits provided under the insurance or annuity product. The sales promotional materials must also highlight in an appropriate fashion any exclusions of coverage or liability in their products, as well as terms providing for policy or annuity surrenders and return of premiums. If any insurance policy or consulting service is provided through telephone sales, requisite office space, staff, facilities and adequate supervising must be furnished. In addition, the telephone sale must be conducted directly by the insurance company, and the terms and rates of the premiums of the insurance policy and geographic business area must be submitted to the CIRC for approval.

Insurance companies are subject to extensive regulation against any anti-competitive behavior or unfair dealing conduct. They may not pay insurance agents, the insured or the beneficiary any rebates or other illegal payments, nor may they pay their agents commissions over and above the industry norm.

Insurance companies are required to establish internal rules and procedures to protect the personal data of policyholders and insureds. Insurance companies are prohibited from illegal obtaining, using or selling of the personal data of policyholders and insureds.

Insurance companies are also required to comply with anti-money laundering regulations and establish internal operational procedures and anti-money laundering control systems. No insurance activity can be conducted for the purpose of illegal fundraising.

Regulation of issuance of subordinated debt

Beginning in September 2004, insurance companies that meet a series of qualification tests and are approved by the CIRC may issue subordinated debt with a fixed term of at least five years to certain qualified Chinese legal persons and foreign investors. The audited net asset value of the issuer must be at least RMB 500 million as of the end of the prior year and the total amount of unpaid debtsdebt at any given point after the issuance, including both principal and interest, must not exceed the issuer’s net asset value as of the end of the prior year. Proceeds from the issuance of subordinated debt may be recorded as supplementary capital of an issuance company, provided that the total amount that has been recorded as supplementary capital may not exceed 50% of the net assets of an insurance company. Proceeds from the issuance of subordinated debt may not be used to offset daily operating losses of an insurance company. The issuer must comply with certain disclosure obligations both at the time of the issuance and during the term of the debts.debt. The issuer may repay the debtsdebt only if its solvency ratio would remain at least 100% after the repayment of both principal and the interest.

Since March 15, 2013, a qualified insurance group (or holding) company is also allowed to issue subordinated debt in accordance with the relevant requirements of the CIRC.

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Beginning in May 2012, publicly listed insurance companies that meet a series of qualification tests and are approved by the CIRC may issue subordinated convertible bonds. Subordinated convertible bonds refer to bonds issued by an insurance company in accordance with statutory procedures that satisfy the following conditions: the bonds have a maturity of five years or longer; the principal and interest of the bonds shall be repaid and paid after insurance policy liabilities and other general liabilities in the event of bankruptcy liquidation; and the bonds can be converted into shares of the insurance company in accordance with the agreed conditions within a certain period of time. An insurance company must submit an issuance application to the relevant securities regulatory authority within six months after the CIRC has approved the issuance of subordinated convertible bonds. An issuer must report the issuance information to the CIRC within ten working days after completion of the issuance of subordinated convertible bonds.


Regulation of establishment of overseas insurance institutions

An insurance company may apply to the CIRC for approval for the establishment of overseas branches, overseas insurance companies and overseas insurance intermediaries, or the acquisition of overseas insurance companies or intermediaries. In order to submit such an application, an insurance company must have an operating history of no less than two years, total assets of no less than RMB 5 billion as at the end of the prior year and foreign exchange funds of no less than US$ 15 million or its equivalent in other freely convertible currencies as at the end of the preceding year. The applicant insurance company must also comply with applicable solvency, risk management and other requirements as stipulated by the CIRC.

Compliance with regulatory requirements

Our management confirms that we have complied in all material respects with all applicable regulatory requirements set out above.

above.

Regulation of Foreign-Invested Insurance Companies

China acceded to the WTO on December 11, 2001. As a result of China’s commitments in connection with the accession, the Chinese insurance market is gradually opening up to foreign insurers and insurance-related service providers. A foreign life insurer with total assets of no less than US$5,000 million and 30 years of industry experience in any WTO member country, and which has had a representative office for two years in China, is permitted to form a life insurance joint venture with a domestic partner of its choice. Foreign life insurers may own up to one-half of the joint venture. In addition, the geographic limitation on foreign life insurers, which were permitted to operate only in specified cities, has been lifted since December 11, 2004. Accordingly, foreign life insurers have been permitted to provide group life insurance, health insurance and annuity and other pension-like products since December 11, 2004. In addition, since December 11, 2006, foreign insurance brokers have been permitted to set up wholly owned subsidiaries in China.

Foreign-invested insurance companies, including Sino-foreign equity joint ventures, wholly foreign-owned insurance companies and branches of foreign insurance companies, are generally regulated in the same manner as domestic insurance companies. Foreign-invested insurance companies may not, without the approval of the CIRC, engage in transactions with their affiliates, including reinsurance transactions and purchases and sales of assets. In addition, where the foreign-invested insurance company is a branch of a foreign insurance company, it is required to notify the CIRC of fundamental events relating to the foreign insurance company within ten days following the occurrence of the event. Reportable events include: (1) a change of name, senior management or jurisdiction of incorporation of the foreign insurance company, (2) a change in the foreign insurance company’s share capital, (3) a change in any person beneficially owning 10% or more of the foreign insurance company’s shares, (4) a change in business scope, (5) the imposition of administrative sanctions by any applicable regulatory authority, (6) a material loss incurred by the foreign insurance company, (7) a spin-off, merger, dissolution, revocation of corporate franchise or bankruptcy involving the foreign insurance company and (8) other events specified by the CIRC. If the foreign insurance company is dissolved, or its corporate franchise is revoked or it is declared bankrupt, the Chinese branch of the foreign insurance company will be prohibited from conducting any new business.

65Beginning in June 2012, the CIRC has delegated certain authorities with respect to foreign-invested insurance companies to its provincial and local branch offices: approving the change of place of business of branches and subsidiaries of foreign-invested insurance companies; approving the establishment of subsidiary agencies of foreign-invested insurance companies below the branch-office level; approving the opening of subsidiary agencies of foreign-invested insurance companies below the branch-office level; and approving the qualification of senior management personnel of subsidiary agencies of foreign-invested insurance companies below the branch-office level.


Regulation of Insurance Asset Management Companies

An insurance asset management company is a limited liability company or joint stock company that manages insurance funds on behalf of others. Insurance asset management companies are regulated by the CIRC.

Minimum capital requirements

The registered capital of an insurance asset management company may not be lower than RMB 100 million or the greaterequivalent amount of (1) RMB 30 million; and (2) 0.1% of the insurance funds it manages, provided that the minimum capital is not required to exceed RMB 500 million.

other freely convertible currencies.

Business operations

An insurance asset management company may conduct the following businesses: (1) managing and operatingfunds in Renminbi or other foreign currencies entrusted to it, including insurance funds, entrusted by its shareholders;funds of pension, annuity and housing provident institutions, as well as funds of other qualified investors that are capable of identifying and undertaking corresponding risks; (2) managing and operating insurance funds entrusted by another insurance company controlled by its shareholders; (3) managing and operating its own insurance funds;funds in Renminbi or foreign currencies; (3) as trustee, carrying out asset management business appointed by and on behalf of the trustor, or developing asset management products for the interest of the beneficiary or for specific purposes and carrying out asset management business; (4) applying to relevant financial regulatory authorities to carry out publicly-raised asset management business in accordance with the law, provided that relevant conditions are met; (5) as approved by the CIRC, issuing relevant asset management products to domestic insurance groups or holding companies, insurance companies, insurance asset management companies and other qualified investors capable of identifying and bearing the applicable risk; and (6) other businesses otherwise approved by the CIRC or other departments of the State Council.

The investments of the insurance funds by insurance asset management companies are subject to the same requirements and limitations applicable to the investments by the insurance companies themselves. With the regulatory expansion of insurance company investment powers, the investment powers of insurance asset management companies over their own funds have been expanded as well to cover subordinated bonds issued by banks and insurance companies and bank subordinated bonds.

In connection with the funds being managed by an insurance asset management company, a custodian is required to be appointed. The custodian must be an independent commercial bank or financial institution satisfying applicable CIRC requirements.

Shareholding restrictions

At least 75% of the shares of an insurance asset management company must be owned by domestic insurance companies, and at least one of the shareholders of an insurance asset management company must be an insurance company or insurance holding company satisfying specified requirements.

Investment risk control

Both insurance companies and asset management companies must establish structures, arrangements and measures to recognize, assess, manage and control investment risks. Members of senior management may not be responsible for the management of departments in charge of investment decisions, investment transactions and risk controls at the same time. Branches of insurance companies may not manage insurance funds. Insurance asset management companies must arrange for separate investment managers to manage their own funds and the insurance funds from other insurance companies, as well as insurance funds from an insurance company that are of a different nature.

Major emergency response management

An insurance asset management company is required to establish a monitoring and precaution mechanism for major emergencies.

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Regulation of Insurance Agencies, Insurance Brokers and Other Intermediaries

Insurance agents are business entities or individuals which or who act on behalf of an insurance company in respect of insurance matters. An insurance company is prohibited from using any agent not licensed by the CIRC to market its insurance products, and is responsible for the acts of its agents when the acts are within the scope of their agency. Licensed insurance agencies fall into three groups: dedicated agencies, non-dedicated agencies and individual agents.

A dedicated agency is a company organized under the PRC company law whose principal business is to act as an agent of insurance companies. Dedicated agencies are subject to minimum capital and other requirements, and their business is generally limited to insurance-related activities.

A non-dedicated agency is a business entity whose principal business is other than as an insurance agency. To receive a license, the agency business must have a direct relationship with its principal business, which the CIRC has interpreted as permitting commercial banks and banking operations of post offices to act as non-dedicated insurance agencies.

Only employees of commercial banks who hold CIRC qualification certificates are permitted to sell insurance products at the outlets of commercial banks or banking operations of post offices. Sales representatives of insurance companies are prohibited from selling insurance products at the outlets of commercial banks or banking operations of post offices.

An individual agent is an individual actingselling insurance products as agent for an insurer. To receiveIndividual agents are required to meet the qualification requirements prescribed by the CIRC and obtain a qualification certificate from the CIRC and a practicing license from the CIRC, the individual is required to hold a CIRC qualification certificate issued by the CIRC. In addition, the individual must not have committed any criminal offenseemploying insurance company or violation of any financial or insurance law or regulation and must be engaged in the insurance agency business full time. An individual insurance agent is permitted to act on behalf of only one life insurance company.

before practicing.

Approximately 99.8%99.87% of our individual agents hold a CIRC qualification certificate. In May 2004,certificate and a practicing license from us. On January 6, 2013, the CIRC issued a circular requiring insurance companies to takethe Regulatory Rules on Insurance Sales Personnel, effective measures in carrying out the qualification certification requirement. Furthermore, no insurance company may issue a company certificate to any person, identifying that person as its sales representative, if the person does not have a CIRC qualification certificate. Under the circular, we are also required to take appropriate measures to improve both the participation of our agents taking the qualification examination and their success rate, and to report to the CIRC on a quarterly basis the percentage of our agents holding a CIRC qualification certificate. In April 2006, the CIRC issued regulations on the administration of individual agents, effectivefrom July 1, 2006, in order to further strengthen the administration of individual agents.2013. Under these regulations, insurance companies are prohibited from retaining individual agents without CIRC qualification certificates or practice certificates as agents. In addition, qualification requirements for individual agents were further enhanced, including raising the minimum degree requirement from junior high school to college. Insurance companies are required to assume management responsibilities for their individual agents. Insurance companies that retain individual agents without CIRC qualification certificates to engage in insurance sales activities will be subject to an order to correct their misconduct, warned and fined up to RMB 30,000, and the responsible members of senior management and other responsible personnel of such insurance companiesindividual agents will also be warned by the CIRC and fined up to RMB 10,000. In serious circumstances, the CIRC may order the insurance companies to remove the responsible members of senior management and other responsible personnel from office and reject any application for establishing branch offices by such insurance companies. At the end of 2007, the CIRC further required that no insurance company can enter into any agency agreement with an individual agent who is not holding a qualification certificate or engage the agent in any insurance sale activities. We are working with our agents who are not yet CIRC-qualified to obtain the CIRC qualification certificate.

All insurance agencies and agents are required to enter into agency agreements that specify the duration of the agency; the amount of the agency fee and the method of payment; the scope of the agency, including the insurance products to be marketed; and other relevant matters. Absent specific CIRC approval, insurance agents are prohibited from signing insurance and annuity products on behalf of the insurance companies they represent. None of our agents is authorized to sign insurance policies or annuity contracts for us.

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Insurance agencies are required to open special accounts for the handling of funds that they hold or collect for the insurance companies they represent. They may not engage in the following activities: dealing with unauthorized insurers or insurance intermediaries, engaging in activities beyond their authorized business scope or geographical area, causing injury to the rights of the insurance companies they represent, spreading rumors or otherwise injuring the reputation of others in the insurance industry, misappropriating the funds of the insurance companies they represent, defrauding insurance customers through false or misleading representations or material omissions, using undue influence to induce insurance customers to purchase insurance, or defrauding the insurance companies they represent through collusion with the insured or the insurance beneficiary. In addition, dedicated insurance agencies are subject to various reporting requirements, including submission of annual financial reports, and are subject to supervision and examination by the CIRC.

Insurance brokers whichwho represent individuals and companies purchasing insurance and other intermediaries are subject to similar regulatory requirements regarding their activities. Among other things, they are subject to supervision and examination by the CIRC, and fundamental corporate changes must be approved by the CIRC. Only companies organized under the PRC company law and meeting the requirements set by the CIRC are authorized to act as insurance brokers.

Insurance brokers are required to comply with qualification standards prescribed by the CIRC, and must have obtained a qualification certificate issued by the CIRC and a practicing license from the employing insurance brokerage before practicing.

No.2 Interpretation of Accounting Standard for Business Enterprises

On August 7, 2008, the MOF issued the No.2 Interpretation of Accounting Standard for Business Enterprises, requiring listed companies which issue both H shares and A shares to adopt consistent accounting policies to recognize, calculate and report a particular transaction in their H share financial statements and A share financial statements, except for certain differences in relation to the reversal of impairment losses of long-term assets and disclosures in relation to related party transactions.

On January 5, 2009, the CIRC issued the Notification on the Implementation of the No.2 Interpretation of Accounting Standards for Business Enterprises in the Insurance Sector (No.1 [2009] of CIRC), which requires insurance companies to make appropriate changes to their accounting policies that cause differences between onshore and offshore financial statements when preparing their 2009 annual financial statements, such that the same accounting policies and estimates will apply to a particular transaction.

On December 22, 2009, the MOF issued the Notification on the Promulgation of the Regulations regarding the Accounting Treatment of Insurance Contracts, which regulates issues relating to, among other things, the unbundling of mixed insurance contracts, tests for significant insurance risks and the calculation of reserves for insurance contracts, and requires insurance companies to comply with these requirements beginning with the preparation of their financial statements for the year ended December 31, 2009. ForThe accounting treatmentstreatment of any transactions and itemstransaction item adopted in previous yearsyear which differdiffers from those set out in the MOF’s regulations they shouldmust be retrospectively adjusted, unless any such adjustment is not practicable under the circumstances.

Audit by the PRC National Audit Office
In 2010, the National Audit Office of the People’s Republic of China, or the NAO, conducted a routine audit on the assets, liabilities and profits and losses of CLIC and its subsidiaries (including China Life) and certain of its branch offices for the year of 2009. On January 31, 2011, the NAO released on its website the audit results. We believe that the issues identified in the audit have no material impact on our overall operating results, financial statements and internal control over financial reporting.

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C.         ORGANIZATIONAL STRUCTURE
(FLOW CHART)

LOGO

(1)
(1)Wholly owned by CLIC
(2) Formerly known as China Life Asset Management (Hong Kong) Company Limited

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List of Significant Subsidiaries

Name of Subsidiary

  

Jurisdiction of Incorporation

  

Proportion of Ownership Interest

Name of SubsidiaryJurisdiction of Incorporation

Owned by China Life

(CHINESE CHARACTER)

LOGO

China Life Asset Management
Company Limited

  The People’s Republic of China  

60%

(directly)

(CHINESE CHARACTER)

LOGO

China Life Franklin Asset
Management Company Limited(1)

  Hong Kong  

50%(2)

(indirectly through affiliate)

(CHINESE CHARACTER)

LOGO

China Life Pension Company
Limited(2)

  The People’s Republic of China  

92.2%(3)

(directly and indirectly through
affiliate)

LOGO

China Life AMP Asset Management Co., Ltd.

  The People’s Republic of China

85.03%(4)

(indirectly through affiliate)

(1)

LOGO

China Life (Suzhou) Pension and Retirement Investment Company Limited

  The People’s Republic of China

100%

(directly)

(1)Formerly known as China Life Asset Management (Hong Kong) Company Limited
(2)AMC, which is 60% owned by us, owns 50%
(3)We own 87.4% and AMC, which is 60% owned by us, owns 4.8%

(4)AMC, which is 60% owned by us, owns 85.03%

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D. PROPERTY, PLANTS AND EQUIPMENT

As of December 31, 2010,2013, we owned and leased 3,5493,902 and 13,96713,312 properties, respectively, and had 121244 properties under construction. Among the 3,5493,902 properties owned by us, 1,1751,770 properties are leased to independent third parties (including partial leasing) while the remaining properties are mainly occupied by us as office premises.

As of June 30, 2013, eight properties owned by us were recognized as investment properties, among which seven were recognized as fixed assets and one was recognized as property under construction.

On February 22, 2010,December 31, 2012, we entered into a new property leasing agreement with China Life Investment Holding Company Limited under substantially the same terms as the previous property leasing agreement which expired on December 31, 2009.Limited. Under the newthis property leasing agreement, which will expire on December 31, 2012,2014, China Life Investment Holding Company Limited agreed to lease to us 2,1822,126 properties owned by it. The annual rent is determined by reference to market rent or, where there is no available comparison, by reference to the costs incurred by China Life Investment Holding Company Limited in holding and maintaining the properties, plus a margin of approximately 5%.

ITEM 4A.UNRESOLVED STAFF COMMENTS.

None.

ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS.

You should read the following discussion and analysis in conjunction with the audited consolidated financial statements and accompanying notes included elsewhere in this annual report.

Overview of Our Business

We are the leading life insurance company in China. We provide a broad range of insurance products, including individual life insurance, group life insurance, accident insurance and health insurance and supplementary major medical insurance products. We had nearly 129177 million individual and group life insurance policies, annuity contracts and long-term health insurance policies in force as of December 31, 2010.2013. We also offer accident and short-term health insurance policies to individuals and groups.

We report our financial results according to the following threefour principal business segments:

  Individual life insurance, which offers participating and non-participating life insurance and annuities to individuals. The financial results of our individual long-term health and long-term accident insurance business are also reflected in our individual life insurance business segment. Our individual life insurance business comprises long-term products, including long-term health and long-term accident insurance products, meaning products having a term of more than one year at the date of their issuance.

  Group life insurance, which offers participating and non-participating life insurance and annuities products to companies and institutions. The financial results of our group long-term health and long-term accident insurance business are also reflected in our group life insurance business segment. Our group life insurance business comprises long-term products.

  Short-term insurance, which offers short-term accident insurance and health insurance to individuals and groups. Our short-term insurance businesses comprise short-term products, meaning products having a term of one year or less at the date of their execution.

 

Supplementary major medical insurance, which reimburses policyholders for a certain percentage of their high medical expenses caused by major illnesses which are in excess of the maximum amounts covered by the basic social medical insurance and will otherwise be borne by the individuals.

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In addition, AMC manages our investment assets and, separately, substantially all of those of CLIC, pursuant to two asset management agreements, one with us and one with CLIC. See “Item 4. Information on the Company—Business Overview—Asset Management Business”. CLPCIC engages in property and casualty insurance business. See “Item 4. Information on the Company—Business Overview—Property and Casualty Business”. China Life Pension engages in pension insurance business. See “Item 4. Information on the Company—Business Overview—Pension Insurance Business”.

Financial Overview of Our Business

We had total gross written premiums of RMB 318,229326,290 million (US$48,21753,899 million) and net profit attributed to our equity holders of RMB 33,81125,008 million (US$5,1234,131 million) for the year ended December 31, 2010.2013. Our principal business segments had the following results:

  Individual life insurancehad total gross written premiums of RMB 302,781303,660 million (US$45,87650,161 million) in 2010.2013.

  Group life insurancehad total gross written premiums of RMB 4732,060 million (US$72340 million) in 2010.2013.

  Short-term insurancehad total gross written premiums of RMB 14,97518,056 million (US$2,2692,983 million) in 2010.2013.

Supplementary major medical insurance had total gross written premiums of RMB 2,514 million (US$415 million) in 2013.

Our business and the business of CLIC has been characterized by rapid growth of premium income over the past several years, particularly due to increased salestogether with a move towards an improved business structure which has been evidenced by an increase in renewal premiums and an increase in the percentage of participating products.

first-year regular premiums for products with regular premiums of ten years or more in first-year regular premiums. At the same time, our business was also affected by certain unfavorable factors, including the continued weakness of the Chinese capital markets and the effect of changes in bancassurance regulations, which impacted our individual premiums.

Factors Affecting Our Results of Operations

Revenues, Expenses and Profitability

We earn our revenues primarily from:

insurance premiums from the sale of life insurance policies and annuity contracts, including participating and non-participating policies and annuity contracts with life contingencies, as well as accident and health insurance products. Net premiums earned accounted for 77.7% of total revenues in 2013.

insurance premiums from the sale of life insurance policies and annuity contracts, including participating and non-participating policies and annuity contracts with life contingencies, as well as accident and health insurance products. Net premiums earned accounted for 82.4% of total revenues in 2010.
investment income and realized and, in some cases, unrealized gains and losses from our investment assets. Investment income and net realized and unrealized gains and losses accounted for 16.8% of total revenues in 2010.
investment income and realized and, in some cases, unrealized gains and losses from our investment assets. Investment income and realized and unrealized gains and losses accounted for 21.2% of total revenues in 2013.

In addition, following the restructuring, we receive service fees for policy management services we provide to CLIC. AMC also receives asset management fees for asset management services provided to CLIC. See “Item 7. Major Shareholders and Related Party Transactions—Related Party Transactions”.

Our operating expenses primarily include:

insurance benefits provided to our policyholders, accident and health claims and claim adjustment expenses;

increase in insurance contracts liabilities;

 

investment contract benefits;

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policyholder dividends resulting from participation in profits;

underwriting and policy acquisition costs; and


administrative and other expenses.

increase in insurance contracts liabilities;
investment contract benefits;
policyholder dividends resulting from participation in profits;
underwriting and policy acquisition costs; and
administrative and other expenses.
In addition, we pay rent to China Life Investment Holding Company Limited on the properties we lease from it.

Our profitability depends principally on our ability to price and manage risk on insurance and annuity products, our ability to maximize the return on investment assets, our ability to attract and retain customers, and our ability to manage expenses. In particular, factors affecting our profitability include:

our ability to design and distribute products and services and to introduce new products which gain market acceptance on a timely basis;

our ability to design and distribute products and services and to introduce new products which gain market acceptance on a timely basis;
our ability to price our insurance and investment products at levels that enable us to earn a margin over the costs of providing benefits and the expense of acquiring customers and administering those products;
our returns on investment assets;
our mortality and morbidity experience;
our lapse experience, which affects our ability to recover the cost of acquiring new business over the lives of the contracts;
our cost of administering insurance contracts and providing customer services;
our ability to manage liquidity and credit risk in our investment portfolio and to manage duration risk in our asset and policy portfolios through asset-liability management; and
changes in regulations.

our returns on investment assets;

our mortality and morbidity experience, which affects our insurance reserves;

our lapse experience, which affects our ability to recover the cost of acquiring new business over the lives of the contracts;

our cost of administering insurance contracts and providing customer services;

our ability to manage liquidity, price and credit risk in our investment portfolio and to manage duration risk in our asset and policy portfolios through asset-liability management; and

changes in regulations.

In addition, other factors, such as competition, taxes, securities market conditions, taxes and general economic conditions, affect our profitability.

Interest Rates

For many of our long-term life insurance and annuity products, we are obligated to pay a minimum interest or crediting rate to our policyholders or annuitants. These products expose us to the risk that changes in interest rates may reduce our “spread”, or the difference between the rate of return we are able to earn on our investments intended to support our insurance obligations and the amounts that we are required to pay under the policies. The minimum rate we pay is established when the product is priced, subject to a cap set by the CIRC and which may be adjusted from time to time. Currently, the CIRC cap for participating and universal life insurance products is 2.50%. and the 2.50% cap has been removed for non-participating life insurance policies issued on or after August 5, 2013. If the rates of return on our investments fall below the minimum rates we guarantee, our profitability would be adversely affected. FromDuring 2012, the PBOC reduced the interest rates twice. As a result, the interest rate on one-year term deposits was reduced from 3.50% to 3.00%.From the beginning of the year

73


2010 2013 to the date of this annual report, the interest rates announced by the PBOC increasedremained unchanged.If economic conditions change in the future, the Chinese government may adjust the interest rates four times. The interest rate on one-year term deposits was raised from 2.25% to 3.25%.accordingly. If the interest rates were to be increased, further, but the CIRCwe did not raise the cap on the rate we may pay on our products, sales of some of our products, including our non-participating products, could be adversely impacted. An increase in guaranteed rates caused by a rise in the CIRC cap may lead to an increase in surrenders and withdrawals of our existing products which offer rates lower than the new rates.

Interest rates also affect our returns on investment assets, a large proportion of which is held in negotiated bank deposits and debt securities. In a declining interest rate environment, interest rate changes expose us to reinvestment risks. In a rising interest rate environment, higher rates may yield greater interest income but also may generate unrealized capital losses for debt securities designated as trading, causing us to incur realized capital losses for securities we reinvest or requiring us to take an impairment if the market value of debt securities declines for an extended period.

Sustained levels of high or low interest rates also may affect the relative popularity of our various products. For example, the recent popularity of our participating endowment products is partially driven by the protracted comparatively low interest rate environment in China during the past several years and the 2.50% cap set by the CIRC on the guaranteed rates of return we may apply.apply before August 5, 2013. The investment nature of the product, including the enhanced yield by means of dividends, has proven to be attractive to China’s insurance buyers.

For further information on our exposure to interest rate risk, see “Item 11 Quantitative and Qualitative Disclosure about Market Risk—Interest Rate Risk” and Note 4 to our consolidated financial statements included elsewhere in this annual report.

Investments

As an insurance company, we have been permitted to invest in five categories of investment assets, including liquidity assets, fixed income assets, equity assets, real properties and other financial assets. However, we are limited by Chinese law and regulations in the types of assets in whichmaximum amount that we may invest policyholder funds.in each type of assets. See “Item 4. Information on the Company—Business Overview—Investments” and “Item 4. Information on the Company—Business Overview—Regulatory and Related Matters—Insurance Company Regulation—Regulation of investments”. We currently are prohibited from investing in other types of assets without the CIRC’s approval. However, we understand that the CIRC is considering further easing these restrictions in the future. If the CIRC does so, this may permit us to invest in additional asset classes. Our only material concentration risk relatesrisks relate to our investments in bank deposits and Chinese government securities.

The limitations on the typesmaximum amount that we may invest in each type of investments we are permitted to make affectasset affects the investment returns we are able to generate and subjectsubjects us to various risks that we would not, or to a lesser extent, be subject to if we were ablenot subject to invest in a wider array of investments.those limitations. In particular, the limited availability of long-duration investment assets in the markets in which we invest has resulted in the duration of our assets being shorter than that of our liabilities. We believe that with the gradual easing of the investment restrictions imposed on insurance companies in China, such as the permission toincrease of the maximum amount that we may invest in real property and equity interests of non-listed enterprises,and real properties, our ability to match the duration of our assets to that of our liabilities will improve. We also seek to reduce the risk of duration mismatch by focusing on product offerings whose maturity profiles are in line with the duration of investments available to us in the prevailing investment environment.

Our results can be materially affected by investment impairments. The following table sets forth impairment charges, which are included in net realized gains and losses,impairment on financial assets, for the years ended December 31, 2008, 20092011, 2012 and 2010.

             
  For the year ended 
  December 31, 
  2008  2009  2010 
  (RMB in millions) 
Debt securities  2,023   200   76 
Equity securities  (15,744)  (2,350)  (1,771)
          
Total
  (13,721)  (2,150)  (1,695)
          
2013.

 

   For the year ended
December 31,
 
   2011  2012  2013  2013 
   (RMB in millions)  US$ 

Debt securities

   11    51    —      —    

Equity securities

   (12,924  (31,094  (3,803  (628
  

 

 

  

 

 

  

 

 

  

 

 

 

Total

   (12,913  (31,043  (3,803  (628
  

 

 

  

 

 

  

 

 

  

 

 

 

74


During the year ended December 31, 2008,2013, we recognized impairment expense of RMB 15,7443,803 million (US$628 million) of available for saleavailable-for-sale equity securities for which we determined that objective evidence of impairment existed. The value of certain debt securities increased in 2008. During the year ended December 31, 2008, RMB 2,023 million of previously recognized impairment losses relating to certain available for sale debt securities decreased. This decrease related objectively to certain events occurring after the impairment was recognized and as such the previously recognized impairment loss was reversed.
During the year ended December 31, 2009,2012, we recognized impairment expense of RMB 2,35031,094 million of available for saleavailable-for-sale equity securities for which we determined that objective evidence of impairment existed. GivenDuring the current market conditions,year ended December 31, 2011, we believerecognized impairment expense of RMB 12,924 million of available-for-sale equity securities for which we determined that these securities may not recoverobjective evidence of impairment existed. Our rationale for the impairment is based on a severe or prolonged decline in value in the near term and thus recorded the other-than-temporary impairment.value. These securities were not impaired due to company-specific events such as bankruptcies.

During the year ended December 31, 2009,2013, no previously recognized impairment losses in debt securities was reversed. During the year ended December 31, 2012, RMB 20051 million of previously recognized impairment losses relating to certain available for salein debt securities entrusted to Min Fa Securities Co., Ltd., or Min Fa, decreased. As of December 31, 2008, we held RMB 400 million available for sale debt securities entrusted to Min Fa, which had been impaired entirely due to Min Fa’s bankruptcy. During Min Fa’s bankruptcy proceedings, we were granted certain shares listed on PRC stock changes with total fair value of RMB 200 million as of 31 December 2009 as a first distribution and accordingly RMB 200 million of the previously recognized impairment losses was reversed.

During the year ended December 31, 2010, we recognized impairment expense of2011, RMB 1,771 million of available for sale equity securities for which we determined that objective evidence of impairment existed. Given the current market conditions, we believe that these securities may not recover in value in the near term and thus recorded the other-than-temporary impairment. These securities were not impaired due to company-specific events such as bankruptcies. During the year ended December 31, 2010, RMB 7611 million of previously recognized impairment losses in debt securities was reversed.

Available-for-sale securities comprised of the following asset classes as of December 31, 2008, 20092011, 2012 and 2010.

                         
  As of December 31, 
  2008  2009  2010 
  Cost or      Cost or      Cost or    
  amortized  Estimated  amortized  Estimated  amortized  Estimated 
  cost  fair value  cost  fair value  cost  fair value 
  (RMB in millions) 
                         
Debt securities
                        
Government bonds  73,130   80,006   50,623   51,996   57,727   57,871 
Government agency bonds  180,135   191,121   167,312   165,231   145,522   145,538 
Corporate bonds  64,388   67,505   103,603   102,553   127,225   125,423 
Subordinated bonds/debt  17,265   17,588   21,198   21,045   26,541   25,620 
                   
                         
Subtotal
  334,918   356,220   342,736   340,825   357,015   354,452 
                   
                         
Equity securities
                        
Funds  32,313   29,890   62,818   75,798   89,835   95,754 
Common stocks  38,132   38,829   72,740   100,876   92,695   97,915 
                         
Subtotal
  70,445   68,719   135,558   176,674   182,530   193,669 
                   
                         
Total
  405,363   424,939   478,294   517,499   539,545   548,121 
                   
2013.

 

  As of December 31, 
  2011   2012   2013 
  Cost or
amortized
cost
   Estimated
fair value
   Cost or
amortized
cost
   Estimated
fair value
   Cost or
amortized
cost
   Estimated
fair value
 
  (RMB in millions) 

Debt securities

           

Government bonds

  57,969     60,325     42,004     42,946     33,519     31,435  

Government agency bonds

  146,810     148,539     139,861     135,870     136,466     119,739  

Corporate bonds

  128,467     125,407     142,401     139,286     175,396     165,001  

Subordinated bonds/debt

  51,042     49,256     30,821     31,488     24,664     23,579  

Other

  —       —       —       —       238     232  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Subtotal

  384,287     383,527     355,087     349,590     370,283     339,986  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Equity securities

           

Funds

  108,159     84,767     65,864     57,019     57,760     58,052  

Common stocks

  110,719     93,384     95,429     96,361     72,770     77,250  

Other

  1,312     1,270     3,614     3,446     16,026     16,239  

Subtotal

  220,190     179,421     164,907     156,826     146,556     151,541  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  604,477     562,948     519,994     506,416     516,839     491,527  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

75


We had gross unrealized gains of RMB 24,69214,041 million (US$2,319 million) and gross unrealized losses of RMB 35,170 million (US$5,810 million) as of December 31, 2013. We had gross unrealized gains of RMB 21,859 million and gross unrealized losses of RMB 16,11512,061 million as of December 31, 2010.2012. We had gross unrealized gains of RMB 47,17915,314 million and gross unrealized losses of RMB 9,15741,256 million as of December 31, 2009. We had gross unrealized gains of RMB 31,854 million and gross unrealized losses of RMB 12,278 million as of December 31, 2008. The total unrealized losses as of December 31, 2010, 2009 and 2008 were 3.0%, 1.8% and 2.9% of total available-for-sale securities. The unrealized losses of December 31, 2010 related primarily to unfavorable market conditions and the decrease of the market value of debt securities resulting from the increase of interest rates. The SSE Index, a major stock exchange index in China, was at 2,808 points on December 31, 2010, which was a 14% decrease from 2009.2011. The unrealized losses as of December 31, 20092013 related primarily to the decrease of the marketfair value of debt securities resulting from unfavorable market conditions. The SSE Index was at 3,277 points on December 31, 2009, which was a 80% increase from 2008. This resultedcaused by the increasing debt yield curve in a significant decrease in total unrealized losses of investment in equity securities. The unrealized losses as of December 31, 2008 related primarily to the sharp fall of the capital markets that year. We made substantially all of the revaluation adjustments on the basis of quoted market prices as of the relevant balance sheet dates.
China.

The following tables set forth the length of time that each class of available-for-sale securities has continuously been in an unrealized loss position as of December 31, 2010, 20092013, 2012 and 2008.

                 
  0-6  7-12  More than 12    
As of December 31, 2010 months  months  months  Total 
  (RMB in millions) 
                 
Debt securities
                
Unrealized losses  4,818   310   3,337   8,465 
Carrying amounts  151,936   3,857   36,120   191,913 
Unrealized losses as a percentage of carrying amounts  3.17%  8.03%  9.24%  4.41%
                 
Equity securities
                
Unrealized losses  3,643   4,003      7,646 
Carrying amounts  52,058   14,632      66,690 
Unrealized losses as a percentage of carrying amounts  7.00%  27.36%     11.47%
                 
Total
                
Total unrealized losses  8,461   4,313   3,337   16,111 
Total carrying amounts  203,994   18,489   36,120   258,604 
Unrealized losses as a percentage of carrying amounts  4.15%  23.33%  9.24%  6.23%
                 
  0-6  7-12  More than 12    
As of December 31, 2009 months  months  months  Total 
  (RMB in millions) 
                 
Debt securities
                
Unrealized losses  (1,649)  (5,106)  (1,634)  (8,389)
Carrying amounts  84,785   79,207   16,397   180,389 
Unrealized losses as a percentage of carrying amounts  1.95%  6.45%  9.96%  4.65%
                 
Equity securities
                
Unrealized losses  (776)  (4)     (780)
Carrying amounts  13,350   104      13,454 
Unrealized losses as a percentage of carrying amounts  5.81%  3.63%     5.80%
                 
Total
                
Total unrealized losses  (2,425)  (5,110)  (1,634)  (9,169)
Total carrying amounts  98,135   79,311   16,397   193,843 
Unrealized losses as a percentage of carrying amounts  2.47%  6.44%  9.96%  4.73%
2011.

 

76

As of December 31, 2013

  0-6
months
  7-12
months
  More than 12
months
  Total 
   (RMB in millions) 

Debt securities

     

Unrealized losses

   8,777    4,444    17,301    30,522  

Carrying amounts

   161,296    38,911    112,752    312,959  

Unrealized losses as a percentage of carrying amounts

   5.44  11.42  15.34  9.75

Equity securities

     

Unrealized losses

   3,681    967    —      4,648  

Carrying amounts

   54,306    4,023    —      58,329  

Unrealized losses as a percentage of carrying amounts

   6.78  24.05  —      7.97

Total

     

Total unrealized losses

   12,458    5,411    17,301    35,170  

Total carrying amounts

   215,602    42,934    112,752    371,288  

Unrealized losses as a percentage of carrying amounts

   5.78  12.60  15.34  9.47


As of December 31, 2012

  0-6
months
  7-12
months
  More than 12
months
  Total 
   (RMB in millions) 

Debt securities

     

Unrealized losses

   2,150    644    7,002    9,796  

Carrying amounts

   128,425    17,930    83,477    229,832  

Unrealized losses as a percentage of carrying amounts

   1.67  3.59  8.39  4.26

Equity securities

     

Unrealized losses

   1,751    514    —      2,265  

Carrying amounts

   12,738    9,165    —      21,903  

Unrealized losses as a percentage of carrying amounts

   13.74  5.61  —      10.34

Total

     

Total unrealized losses

   3,901    1,158    7,002    12,061  

Total carrying amounts

   141,163    27,095    83,477    251,735  

Unrealized losses as a percentage of carrying amounts

   2.76  4.28  8.39  4.79

As of December 31, 2011

  0-6
months
  7-12
months
  More than 12
months
  Total 
   (RMB in millions) 

Debt securities

     

Unrealized losses

   947    687    6,973    8,607  

Carrying amounts

   19,044    24,114    120,169    163,327  

Unrealized losses as a percentage of carrying amounts

   4.97  2.85  5.80  5.27

Equity securities

     

Unrealized losses

   17,891    14,759    —      32,649  

Carrying amounts

   78,060    43,158    —      121,218  

Unrealized losses as a percentage of carrying amounts

   22.92  34.20  —      26.93

Total

     

Total unrealized losses

   18,837    15,446    6,973    41,256  

Total carrying amounts

   97,104    67,273    120,169    284,546  

Unrealized losses as a percentage of carrying amounts

   19.40  22.96  5.80  14.50

                 
  0-6  7-12  More than 12    
As of December 31, 2008 months  months  months  Total 
  (RMB in millions) 
                 
Debt securities
                
Unrealized losses  (748)  (33)  (60)  (841)
Carrying amounts  21,627   2,414   3,236   27,277 
Unrealized losses as a percentage of carrying amounts  3.46%  1.37%  1.85%  3.08%
                 
Equity securities
                
Unrealized losses  (5,943)  (5,205)     (11,148)
Carrying amounts  25,230   10,897      36,127 
Unrealized losses as a percentage of carrying amounts  23.56%  47.77%     30.86%
                 
Total
                
Total unrealized losses  (6,691)  (5,238)  (60)  (11,989)
Total carrying amounts  46,857   13,311   3,236   63,404 
Unrealized losses as a percentage of carrying amounts  14.28%  39.35%  1.85%  18.91%
Financial assets other than those accounted for as at fair value through incomeprofit or loss are adjusted for impairments, where these are declines in value that are considered to be other than temporary.

Our rationale for an other-than-temporary impairment is based on a severe or prolonged decline in value. We determine a severe or prolonged decline after considering both quantitative and qualitative factors.

The qualitative factors include specific information on the financial status and performance of the investee, including but not limited to:

loss of major contracts;

loss of major contracts;
breach of debt covenants; and
bankruptcy.

bankruptcy.

The quantitative factors include the following:

The market price of the equity securities was more than 50% below its cost at the balance sheet date;
The market price of the equity securities was more than 20% below its cost for a period of at least six months at the balance sheet date; and
The market price of the equity securities was below its cost for a period of more than one year.

 

The market price of the equity securities was more than 20% below its cost for a period of at least six months at the balance sheet date; and

77

The market price of the equity securities was below its cost for a period of more than one year.


Should we conclude thatWhen the decline in value is considered an unrealized loss is other-than-temporary, relevant financial assetsimpairment, held-to-maturity debt securities are written down to their net realizedpresent value of estimated future cash flows discounted at the securities’ effective interest rates, and available-for-sale debt securities and equity securities are written down to their fair value, and chargethe change is recorded in “Netnet realized gains/(losses)gains and impairment on financial assets”assets in the period the impairment is recognized. The impairment loss is reversed through the net profit if in a subsequent period the fair value of a debt security increases and the increase can be objectively related to an event occurring after the impairment loss was recognized through net profit. The impairment losses recognized in net profit on equity investments are not reversed. See “—Critical Accounting Policies”.

As of December 31, 2010,2013, our total investment assets were RMB 1,336,2451,848,681 million (US$202,461305,380 million) and the investment yield for the year ended December 31, 20102013 was 5.11%4.86%. The investment yield primarily reflected the volatility of the stock marketsincrease in interest income and unfavorable debt securities markets. We have made relevant adjustments to the investment portfolio by increasing the proportion of investments in fixed-income assets, including negotiated deposits, corporate bonds, and subordinated bonds and adjusting the proportion of equity investments according to market conditions. As of December 31, 2009, our total investment assets were RMB 1,172,145 millionspread income, and the investment yield for the year ended December 31, 2009 was 5.78%. The investment yield primarily reflected the sharp improvementdecrease in the equity securities markets and the fall of the debt securities markets in 2009. We haveimpairment losses. In response to this market weakness, we made relevant adjustments to the investment portfolio by increasing the proportion of investments in equity securities and decreasing the proportion of investments in debt securities. As of December 31, 2008, our total investment assets were RMB 937,403 million and the investment yield for the year ended December 31, 2008 was 3.48%. The investment yield primarily reflected the high valuation of the investment assets at the beginning of year 2008, the global financial crisis and the sharp fall of the capital market. We have made relevant adjustments to the investment portfolio by decreasing the proportion of investments in equity securities and increasing the proportion of fixed-income assets.

For 2008, 2009 As of December 31, 2012, our total investment assets were RMB 1,790,838 million and 2010,the investment yield for the year ended December 31, 2012 was 2.79%. The investment yield primarily reflected the increase in impairment losses resulting from the continued weakness of the Chinese capital markets. In response to this market weakness, we calculatedmade adjustments to the investment portfolio by decreasing the proportion of investments in equity securities and increasing the proportion of fixed-income assets. As of December 31, 2011, our total investment assets were RMB 1,494,969 million and the investment yield for the year ended December 31, 2011 was 3.51%. The investment yield primarily reflected the increase in the interest income and the increase in impairment losses resulting from the continued weakness of the Chinese capital markets. In response to this market weakness, we made adjustments to the investment portfolio by decreasing the proportion of investments in equity securities and increasing the proportion of fixed-income assets.

We calculate the investment yields for a given year by dividing the investment income for that year by the average of the ending balance of investment assets of that year and the previous year.

Mix of Products

The following table sets forth for the transferred and new policies, premium information as of or
for the years ended December 31, 2008 20092011, 2012 and 20102013 by type of product in our individual life
insurance business, group life insurance business and accident and health insurance business.

                     
  As of or for the year ended  Annual 
  December 31,  growth rate 
  2008  2009  2010  2010  (2008-2010) 
  RMB  RMB  RMB  US$    
Individual life insurance business(1)
                    
                     
Whole life and term life insurance:
                    
Gross written premiums  35,729   38,665   39,747   6,022   5.5%
                     
Endowment:
                    
Gross written premiums  188,099   184,841   220,505   33,410   8.3%
                     
Annuities:
                    
Gross written premiums  28,302   38,209   42,529   6,444   22.6%
                     
Group life insurance business(1)
                    
                     
Whole life and term life insurance:
                    
Gross written premiums  299   172   452   68   23.0%

 

   As of or for the year ended
December 31,
   Compound
annual

growth rate
 
   2011   2012   2013   2013   (2011-2013) 
   RMB   RMB   RMB   US$     

Individual life insurance business(1)

          

Whole life and term life insurance:

          

Gross written premiums

   40,233     40,210     46,481     7,678     7.48

Endowment:

          

Gross written premiums

   221,925     227,770     209,034     34,530     (2.95)% 

Annuities:

          

Gross written premiums

   39,854     37,861     48,145     7,953     9.91

Group life insurance business(1)

          

Whole life and term life insurance:

          

Gross written premiums

   418     466     571     94     16.88

Annuities:

          

Gross written premiums

   20     3     1,489     246     762.84

Short-term insurance business(2)

          

Accident gross written insurance premiums

   8,766     9,527     10,623     1,755     10.08

Health gross written insurance premiums

   7,036     6,905     7,433     1,228     2.78

Supplementary major medical insurance business

          

Gross written premiums

   —       —       2,514     415     100

78


                     
  As of or for the year ended  Annual 
  December 31,  growth rate 
  2008  2009  2010  2010  (2008-2010) 
  RMB  RMB  RMB  US$    
Annuities:
                    
Gross written premiums  41   18   21   3   (28.4)%
                     
Short-term insurance business(2)
                    
                     
Accident gross written insurance premiums  6,221   7,076   7,657   1,160   10.9%
Health gross written insurance premiums  6,965   6,989   7,318   1,109   2.5%
(1)Including long-term health and accident products.
(2)Including short-term health and accident products.

Pursuant to guidelines issued by the CIRC, we are required to pay to our participating policyholders dividends which are no less than 70% of the distributable investment earnings and mortality gains on participating products. Participating products tend to present us with less market risk, since we have more flexibility to set the level of dividends and because participating products are subject to guaranteed rates which are generally lower than those of non-participating products. In addition, changes in interest rates have less of an impact on their lapse rates than on those of non-participating policies. Conversely, participating products tend to be less profitable for us than non-participating products, largely because the terms of these contracts effectively commit us to sharing a portion of our earnings from participating products with our policyholders. Pursuant to guidelines issued by the CIRC, we are required to pay to our participating policyholders dividends which are no less than 70% of the distributable investment earnings and mortality gains on participating products. However, participating products still provide us with attractive profit contributions given the growing level of sales volume they produce.

Products classified as investment contracts also affect our revenues, since only a portion of the payments we receivereceived under themsuch products are recorded in our consolidated income statement as policy fees, whileand the majority of thesuch payments are recorded as deposits under financial liabilities on our balance sheet. Although deposits are a measure of business volume and contribute to our profitability, they are not reflected in our revenues.

revenues.

Another factor affecting our revenue is the fact that a substantial amount of the premiums we receive on many individual and group life insurance products are made in single payments, rather than over the course of the policy. We believe that the popularity of single premium products is in line with purchasing patterns and demand in China. We have, however, adjusted our premium structure to focus more on sales of products with regular premiums, especially products with regular premiums for ten years or more, which has reduced the proportion of single written premiums of our total first-year gross written premiums. We believe that suchthis strategy could contribute to a more steady development of our business and enhance the retention rate of our customers and sales agent force.

Regulation

We operate in a highly regulated industry. Changes in regulation can have a significant impact on our revenues, expenses and profitability. China’s insurance regulatory regime is undergoing significant changes toward a more transparent regulatory process and a convergent movement toward international standards. Among other things, recent changes to permitted investment channels for insurance companies have impacted our investment portfolio and returns. See “Item 4. Information on the Company—Business Overview—Regulatory and Related Matters”.

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Critical Accounting Policies

We prepared the consolidated financial statements under the historical cost convention, as modified byexcept for financial assets and financial liabilities at fair value through profit or loss, available-for-sale financial assets, insurance contract liabilities and certain property, plant and equipment at deemed cost.cost during restructuring process. The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires our management to exercise its judgment in the process of applying our accounting policies. Many of these policies, estimates and related judgments are common in the insurance and financial services industries; others are specific to our businesses and operations. The following sections discuss the accounting policies applied in preparing our financial statements that we believe are most dependent on the application of these judgments and estimates.

Reserves for Long-term Insurance Contracts

Long-term insurance contracts include whole life and term life insurance, endowment insurance and annuities policies with significant life contingency risk. Premiums are recognized as revenue when due from policyholders.

We use the discounted cash flow method to estimate the liabilitiesreserves for long termlong-term insurance contracts. The reserve of long-term insurance contracts consists of a reasonable estimate of liability, a risk margin and a residual margin. The long-term insurance contracts liabilities are calculated using various assumptions, including assumptions on mortality rates, morbidity rates, lapse rates, discount rates and expenses assumptions, and based on the following principles:

The reasonable estimate of liability for long-term insurance contracts is the present value of reasonable estimates of future cash outflows less future cash inflows. The expected future cash inflows include cash inflows of future premiums arising from the undertaking of insurance obligations, with consideration of decrement mostly from death and surrenders. The expected future cash outflows are cash outflows incurred to fulfill contractual obligations, consisting of the following:

 (i)The guaranteed benefits based on contractual terms, including payments for deaths, disabilities, diseases, survivals, maturities and surrenders.surrenders;

 (ii)Additional non-guaranteed benefits, such as policyholder dividends.dividends; and

 (iii)Reasonable expenses incurred to manage insurance contracts or to process claims, including maintenance expenses and claim settlement expenses. Future administration expenses are included in the maintenance expense. Expenses are determined based on expense analysis with consideration of estimate of future inflation and the likely impact of our costexpense management.
On each reporting date, we review the assumptions for reasonable estimates of liability and risk margins, with consideration of all available information, and taking into account our historical experience and expectation of future events. Changes in assumptions are recognized in net profit. Assumptions for residual margin are locked in at policy issuance and are not adjusted at each reporting date. We consider the potential impact of future risk factors on our operating results and incorporates such potential impact in the determination of assumptions. The sensitivity analysis disclosed in the note 4.1.3 on page F-29 in the 2010 Form 20-F provides a detailed analysis of impact of assumption changes on our operating results.

On each reporting date, we review the assumptions for reasonable estimates of liability and risk margins, with consideration of all available information, and taking into account our historical experience and expectation of future events. Changes in assumptions are recognized in net profit. Assumptions for the amortization of residual margin are locked in at policy issuance and are not adjusted at each reporting date. We consider the potential impact of future risk factors on our operating results and incorporates such potential impact in the determination of assumptions. The sensitivity analysis disclosed in theNote 4.1.3 on page F-37 of this annual report provides a detailed analysis of impact of assumption changes on our operating results.

 

Margin has been taken into consideration while computing the reserve of insurance contracts, measured separately and recognized in the net profit in each period over the life of the contracts. At the inception of the contracts, we do not recognize Day 1 gain, whereas on the other hand, Day 1 loss is recognized in net profit immediately.

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Margin comprises of risk margin and a residual margin. Risk margin is the reserve accrued to compensate for the uncertain amount and timing of future cash flows. At the inception of the contract, the residual margin is calculated net of certain acquisition costs by us representing Day 1 gain and will be amortized over the life of contracts. For insurance contracts in which future returns are affected by investment yields of corresponding investment portfolios, their related residual margins are amortized based on estimated future participating dividends payable to the policyholders. For insurance contracts in which future returns are not affected by investment yields of corresponding investment portfolios, their related residual margins are amortized based on sum assured of outstanding policies. The subsequent measurement of residual margin is independent from the reasonable estimate of future discounted cash flows and risk margin. The assumption changes have no effect on the subsequent measurement of residual margin.


We have considered the impact of time value on the reserve calculation for insurance contracts.

Margin has been taken into consideration while computing the reserve of insurance contracts, measured separately and recognized in the net profit in each period over the life of the contracts. At the inception of the contracts, we do not recognize Day 1 gain, whereas on the other hand, Day 1 loss is recognized as incurred.
Margin consists of a risk margin and a residual margin. Risk margin is the reserve accrued to compensate for the uncertain amount and timing of future cash flows. At the inception of the contract, the residual margin is calculated net of certain acquisition costs by us so that not to recognize any Day 1 gain. The residual margin is amortized over the life of the contracts. The subsequent measurement of residual margin is independent from the best estimate of future discounted cash flows and risk margin. The assumption changes have no effect on the subsequent measurement of residual margin.
We have considered the impact of time value on the reserve calculation for insurance contracts.
We establish liabilities for long-term traditional insurance contracts based on the following assumptions:

For the insurance contracts of which future returns are affected by the investment yields of corresponding investment portfolios, investment return assumptions are applied as discount rates to assess the time value impacts on reserve computation. In developing discount rate assumptions, we consider investment experience, current investment portfolio and trend of the yield curve. The discount rate reflects the future economic outlook as well as our investment strategy. The assumed discount rate with risk margin ranged from 4.50% to 5.00% as at December 31, 2011, from 4.80% to 5.00% as at December 31, 2012 and from 4.80% to 5.00% as at December 31, 2013, respectively.

For the insurance contracts of which the future returns are not affected by the investment yields of the corresponding investment portfolios, we use a discount rate assumption to assess the time value impacts based on the “yield curve of reserve computation benchmark for insurance contracts”, published on “China Bond” website, with consideration including liquidity spreads, taxation impacts and other relevant factors. The assumed discount rate with risk margin ranged from 2.65% to 5.66% as at December 31, 2011, from 3.12% to 5.61% as at December 31, 2012 and from 3.47% to 5.74% as at December 31, 2013, respectively.

The discount rate assumption is affected by certain factors, such as future macro-economy, fiscal policies, capital market and availability of investment channels of our insurance funds. We determine the discount rate assumption based on the information obtained at the end of each reporting period, including consideration of risk margin.

For the insurance contracts of which future returns are affected by the investment yields of corresponding investment portfolios, investment return assumptions are applied as discount rates to assess the time value impacts on reserve computation. In developing discount rate assumptions, we consider investment experience, current investment portfolio and trend of the yield curve. The discount rate reflects the future economic outlook as well as our investment strategy. The assumed discount rate with risk margin ranges from 3.50% to 5.00% as at December 31, 2008, ranges from 4.40% to 5.00% as at December 31, 2009 and ranges from 4.58% to 5.00% as at December 31, 2010.
For the insurance contracts of which the future returns are not affected by the investment yields of the corresponding investment portfolios, we use discount rate assumption to assess the time value impacts based on the “yield curve of reserve computation benchmark for insurance contracts”, published on “China Bond” website, with the consideration includes the liquidity spreads, taxation impacts and other relevant factors. The assumed discount rate with risk margin ranges from 2.81% to 4.95% as at December 31, 2008, ranges from 2.69% to 5.32% as at December 31, 2009 and ranges from 2.61% to 5.66% as at December 31, 2010.
The discount rate assumption is affected by certain factors, such as future macro-economy, fiscal policies, capital market results and availability of investment channels of our insurance funds. We determine discount rate assumption based on the information obtained at the end of each reporting period including consideration of risk margin.
The mortality and morbidity assumptions are based on the historical mortality and morbidity experience. The assumed mortality rates and morbidity rates vary by age of the insured and contract type.
We base our mortality assumptions on China Life Insurance Mortality Table (2000-2003), adjusted where appropriate to reflect our recent historical mortality experience. The main source of uncertainty with life insurance contracts is that epidemics and wide-ranging lifestyle changes could result in deterioration in future mortality experience, thus leading to an inadequate liability. Similarly, continuing advancements in medical care and social conditions could result in improvements in longevity that exceed those allowed for in the estimates used to determine the liability for contracts where we are exposed to longevity risk.
The mortality and morbidity assumptions are based on the historical mortality and morbidity experience. The assumed mortality rates and morbidity rates vary by age of the insured and contract type.

We base our mortality assumptions on China Life Insurance Mortality Table (2000-2003), adjusted where appropriate to reflect our recent historical mortality experience. The main source of uncertainty with life insurance contracts is that epidemics and wide-ranging lifestyle changes could result in deterioration in future mortality experience, thus leading to an inadequate liability. Similarly, improvements in longevity due to continuing advancements in medical care and social conditions could expose us to longevity risk.

We base our morbidity assumptions for critical illness products on analysis of historical experience and expectations of future developments. There are two main sources of uncertainty. First, wide-ranging lifestyle changes could result in future deterioration in morbidity experience. Second, future development of medical technologies and improved coverage of medical facilities available to policyholders may bring forward the timing of diagnosing critical illness, which demands earlier payment of the critical illness benefits. Both could ultimately result in an inadequate reserving of liability if current morbidity assumptions do not properly reflect such secular trends.

Risk margin is considered in our mortality and morbidity assumptions.

The expense assumptions are based on expected unit costs with the consideration of previous expenses study and future trends. Our expense assumptions are affected by certain factors, such as further inflation and market competition which bring uncertainty to these assumptions. We consider risk margin for expense assumptions based on the current information obtained at the end of each balance sheet date. Components of expense assumptions include cost per policy and percentage of premium.We have estimated the percentage of premiums costs to be 0.85% to 0.90% of premiums for individual life products and 0.90% for group life products as at December 31, 2011, 0.85% to 0.90% of premiums for individual life products and 0.90% for group life products as at December 31, 2012 and 0.85% to 0.90% of premiums for individual life products and 0.90% for group life products as at December 31, 2013, respectively, in each case plus a fixed per-policy expense.

 

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The lapse rates and other assumptions are affected by certain factors, such as future macro-economic factors, availability of financial substitutions and market competition, which bring uncertainty to lapse rates and other assumptions. The lapse rates and other assumptions are determined with reference to creditable past experience, current conditions, future expectations and other information obtained at the end of each reporting period.


The method used to determine risk margin has been consistently applied. We consider risk margin for each of the discount rate, mortality and morbidity and expense assumptions to compensate for the uncertain amount and timing of future cash flow. When determining risk margin, we consider historical experience, future expectations and other factors. Risk margin is determined by us and does not include any elements imposed by regulators.

We base our morbidity assumptions for critical illness products on analysis of historical experience and expectations of future developments. There are two main sources of uncertainty. First, wide-ranging lifestyle changes could result in future deterioration in morbidity experience. Second, future development of medical technologies and improved coverage of medical facilities available to policyholders may bring forward the timing of diagnosing critical illness, which demands earlier payment of the critical illness benefits. Both could ultimately result in an inadequate reserving of liability if current morbidity assumptions do not properly reflect such secular trends.
Risk margin is considered in our mortality and morbidity assumptions.
The expense assumption has been based on expected unit costs with the consideration of risk margin. Our expense assumption is effected by actual experience and certain factors, such as inflation, market competition and other factors. Components of expense assumptions include cost per policy and percentage of premium. We have estimated the percentage of premiums costs to be 1.59% to 1.74% of premiums for individual life products and 1.54% for group life products for as at December 31, 2008; 1.05% to 1.17% of premiums for individual life products and 1.01% for group life products for as at December 31, 2009; and 0.90% to 1.00% of premiums for individual life products and 0.86% for group life products for as at December 31, 2010, in each case plus a fixed per-policy expense.
The lapse rates and other assumptions are effected by certain factors, such as future marco-economic trends, availability of financial substitutions, market competition and other factors, which bring uncertainty to lapse rates and other assumptions. The lapse rates and other assumptions are determined with reference to past experience where creditable, current conditions, future expectations and other information obtained at the end of each reporting period.
We adopted a consistent process used to determine assumptions for the insurance contracts, which are detailed in Note 13inNote 14 to our Consolidated Financial Statementsconsolidated financial statements included elsewhere in this annual report.

Universal Life Contracts and Unit-linked Contracts

Universal life contracts and unit-linked contracts are unbundled into the following components:

Insurance components; and

Insurance components; and
Non-insurance components.

The insurance components are accounted for as insurance contracts and follow the existing reserves calculation methodology as allowed under IFRS 4Insurance Contracts for insurance contracts, and the non-insurance components are accounted for as investment contracts, which are recognized in the investment contracts liabilities.

contracts.

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Investment Contracts

Revenue from investment contracts with or without discretionary participating features is recognized as policy fee income, which consists of various chargesfee income including, among others, policy fees, handling fees and management fees, during the period. Excess charges overPolicy fee income net of certain acquisition cost are deferred as unearned revenue and amortized over the expected life of the contracts.

Except for unit-linked contracts, of which the liabilities are carried at fair value, the liabilities of investment contracts with or without discretionary participating features are carried at amortized cost.

Valuation of Investments

Debt securities that we have the ability and positive intent to hold to maturity are classified as held-to-maturity. These investments are carried at amortized cost. Debt securities and equity securities that we purchase with the intention to resell in the short term are classified as securities at fair value through income.profit or loss. Debt securities and equity securities other than those classified as held-to-maturity or securities at fair value through incomeprofit or loss are classified as available-for-sale securities. We regularly review the carrying value of our investments. If there is objective evidence of impairment, the carrying value is reduced through a charge to income statement. The following are the policies used:

Securities at fair value through income.profit or loss.This category has two sub-categories: securities held for trading and those designated at fair value through incomeprofit or loss at inception. Securities are classified as held for trading at inception if acquired principally for the purpose of selling in the short-term or if it formsthey form part of a portfolio of financial assets in which there is evidence of short term profit-taking. Other financial assets are classified as at fair value through incomeprofit or loss if they meet certain criteria and designated as such at inception by us.

Held-to-maturity securities.Held-to-maturity securities are non-derivative financial assets with fixed or determinable payments and fixed maturities other than those that meet the definition of loans and receivables that we have the positive intention and ability to hold to maturity and do not meet the definition of loans and receivables nor designated as available-for-sale securities or securities at fair value through income.

profit or loss.

Loans and receivables. Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market other than those that we intend to sell in the short term or held as available-for-sale. Loans and receivables mainly comprise term deposits, loans, securities purchased under agreements to resell, accrued investment income and premium receivables as presented separately in the statement of financial position.

Available-for-sale securities.Available-for-sale securities are non-derivative financial assets that are either designated in this category or not classified in either of the other categories.

Securities other than those accounted for as at fair value through incomeprofit or loss are adjusted for impairments, where there are declines in value that are considered to be an impairment. In evaluating whether a decline in value is an impairment for debt securities and equity securities, we consider several factors including, but not limited to, the following: (a) 

significant financial difficulty of the issuer or debtor; (b) 

a breach of contract, such as a default or delinquency in payments; (c) 

it becomes probable that the issuer or debtor will enter bankruptcy or other financial reorganization; and (d) 

the disappearance of an active market for that financial asset because of financial difficulties.

In evaluating whether a decline in value is impairment for equity securities, we also consider the extent or the duration of the decline. When the decline in value is considered impairment, held-to-maturity debt securities are written down to their present value of estimated future cash flows discounted at the securities effective interest rates; available-for-sale debt securities and equity securities are written down to their fair value, and the change is recorded in “Net realized gains/(losses)gains and impairment on financial assets” in the period the impairment is recognized. The impairment loss is reversed through the net profit if in a subsequent period the fair value of a debt security increases and the increase can be objectively related to an event occurring after the impairment loss was recognized through the net profit. The impairment losses recognized in net profit on equity instruments are not reversed through the net profit.

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As of December 31, 2010,2013, debt securities of RMB 109,620183,692 million (US$30,344 million) contain guarantees issued by third parties and, of those, 65.8%68.8% were guaranteed by either the Chinese government or a Chinese government controlled financial institution. Of the guarantees issued by government or government controlled financial institutions, 63.1%82.6% relates to a guarantee issued by a Chinese government ministry for debt securities issued by a government railway infrastructure entity. We monitor the credit worthiness of the third parties which have issued these guarantees using local Chinese credit ratings which are generally only utilized within China.

The fair value of the financial assets and liabilities is determined as follows:

Debt securities.The fair values of debt securities are generally based on current bid prices. Where current bid prices are not readily available, fair values are estimated using either prices observed in recent transactions, values obtained from current bid prices of comparable investments or valuation techniques when the market is not active.

Equity securities.The fair values of equity securities are generally based on current bid prices. Where current bid prices are not readily available, fair values are estimated using either prices observed in recent transactions or commonly used market pricing model. Equity securities, for which fair values cannot be measured reliably, are recognized at cost less impairment.

Term deposits, (excluding structured deposits), loans and securities purchased or sold under agreements to resell or repurchase.The carrying amounts of these assets in the statementconsolidated statements of financial position approximate fair values.

Structured deposits. As the market for structured deposits is not active, we establish fair value by using discounted cash flow analysis and option pricing models as the valuation technique. We use the U.S. dollar swap rate, the benchmark rate, to determine the fair value of financial instruments.

Valuations are generally obtained from third party pricing services for identical or comparable assets, or through the use of valuation methodologies using observable market inputs, or recent quoted market prices. Valuation service providers typically gather, analyze and interpret information related to market transactions and other key valuation model inputs from multiple sources, and, through the use of widely accepted internal valuation models, provide a theoretical quote on various securities.

We utilize one pricing service for all of our debt securities. This pricing service provider is the only publicly-recognized pricing service provider in China, and its pricing information is used by the mutual fund industry and almost all companies in China. The prices obtained from the pricing service are non-binding. Our review and testing have shown the prices obtained from our pricing service to be appropriate. As such, during the year ended December 31, 2010,2013, we did not consider it necessary to adjust the prices obtained from our pricing service.

As at December 31, 2010,2013, RMB 433,492214,543 million of RMB 506,530217,149 million debt securities with prices obtained from our pricing service were issued by the Chinese government and government controlled organizations. This pricing service utilized a discounted cash flow valuation model using market observable inputs, (interest rates)mainly interest rates, to determine a fair value. There are no other significant market inputs. As such, we have classified these debt securities as Level 2 in the fair value hierarchy.

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Management subjects the fair values provided by valuation service providers to a number of validation procedures. These procedures include a review of the valuation models utilized, and the results of these models, as well as our own test recalculation of the prices obtained from the pricing service at each reporting date.

We consider a combination of many factors in determining whether we believe a market for a financial instrument is active or inactive. Among these factors include:

whether there has been any trades within past 30 days of the reporting date;

whether there has been any trades within past 30 days of the reporting date;
the volume of the trades within this 30 day period; and
the degree which the implied yields for a debt security for observed transactions differs from our understanding of the current relevant market rates and information.

the degree which the implied yields for a debt security for observed transactions differs from our understanding of the current relevant market rates and information.

Revenue Recognition

Premiums.Premiums. Premiums from long-term life insurance contracts are recognized as revenue when due from the policyholders.

Premiums from the sale of short-term accident and health insurance contracts are recorded when written and are accreted to earnings on a pro-rata basis over the term of the related policy coverage. Contracts for which the period of risk differs significantly from the contract period recognize premiums over the period of risk in proportion to the amount of insurance protection provided.

Policy fee income.Revenue from investment contracts is recognized as policy fee income, which consists of various chargesfee income (including policy fees, handling fees and management fees) over the period during which service is provided. Excess chargesfee income over certain acquisition costs areis deferred as unearned revenue and amortized over the expected life of the contracts. Policy fee income is presented as other income.

Investment income.Investment income is comprised of interest income from term deposits, cash and cash equivalents, debt securities, securities purchased under agreements to resell, loans and dividend income from equity securities. Interest income is recorded on an accrual basis using the effective interest rate method. Dividend income is recognized when the right to receive a dividend payment is established.

Deferred taxation

Deferred income tax is recognized, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Substantively enacted tax rates are used in the determination of deferred income tax.

Deferred income tax assets are recognized to the extent that it is probable that future taxable profit will be available against which the temporary differences can be recognized.

Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates except where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

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Recently Issued Accounting Standards

The following revised standards and amendments are mandatory for the first time for the financial year beginning on 1 January 1, 2010.

2013.

Standards/Amendments

  IFRS 3 (Revised), ‘Business combinations’, and consequential amendments to IAS 27, ‘Consolidated and separate financial statements’, IAS 28, ‘Investments in associates’, and IAS 31, ‘Interests in joint ventures’, are effective prospectively to business combinations

Content

Effective for which the acquisition date is
annual

period beginning
on or after the beginning of the first annual reporting period beginning on or after July 1, 2009. The revised standard continues to apply the acquisition method to business combinations, with some significant changes, such as the recognition and measurement of the identifiable assets acquired, the liabilities assumed, the non-controlling interest in the acquiree and the acquisition-related costs.
 
IAS 1 Amendment  Presentation of Items of OtherComprehensive Income1 July 2012
IAS 1 Amendment (i)Clarification of the requirement for comparative information1 January 2013
IAS 19 (Revised)Employee Benefits1 January 2013
IAS 27 (Revised) requires theSeparate Financial Statements1 January 2013
IAS 28(Revised)Investments in Associates and Joint Ventures1 January 2013
IAS 32 Amendment (i)

Financial instruments: PresentationTax effects of all transactions with non-controlling interestsdistributions to be recordedholders of equity instruments

1 January 2013
IFRS 7 Amendment

Financial Instruments: Disclosures Offsetting Financial Assets and Financial Liabilities

1 January 2013
IFRS 10Consolidated Financial Statements1 January 2013
IFRS 11Joint Arrangements1 January 2013
IFRS 12Disclosure of Interests in equity if there is no change in control and these transactions will no longer result in goodwill or gains and losses. The standard also specifies the accounting when control is lost. Any remaining interest in the entity is re-measuredOther Entities1 January 2013
IFRS 13Fair Value Measurement1 January 2013

(i)These two amendments belong to fair value, and a gain or loss is recognized in profit or loss.Annual Improvement 2011.
We adopted these revised

For a detailed discussion of the recently issued accounting standards, on January 1, 2010 and they did not have any material impacts onseeNote 2.1.1 to our consolidated financial position and comprehensive income.

statements included elsewhere in this annual report.

Inflation

According to the National Statistics Bureau of China, Statistical Bureau, China’s overall national inflation rates, as represented by the general consumer price index, were approximately 3.3%2.6%, 2.6%, 5.4%, 3.3% and (0.7%), 5.9%, 4.8% in 2013, 2012, 2011, 2010 and 1.5% in 2010, 2009, 2008, 2007 and 2006, respectively. Inflation has not had a significant effect on our business during the past twothree years.

Foreign Currency Fluctuation

See “Item 3. Key Information—Risk Factors—Risks Relating to the People’s Republic of China—Government control of currency conversion and the fluctuation of the Renminbi may materially and adversely affect our operations and financial results” and “Item 11. Quantitative and Qualitative Disclosures about Market Risk—Foreign Exchange Risk”.

A. OPERATING RESULTS

Year Ended December 31, 20102013 Compared with Year Ended December 31, 2009

         
  For the year ended December 31, 
  2009  2010 
Total Revenues RMB  RMB 
  (in millions) 
Net premiums earned  275,077   318,088 
Individual life insurance business  261,694   302,753 
Group life insurance business  189   468 
Short-term insurance business  13,194   14,867 
Investment income  38,890   48,872 
Investment income from securities at fair value through income  335   126 
Investment income from available-for-sale securities  16,688   20,173 
Investment income from held-to-maturity securities  9,882   10,538 
Investment income from term deposits  10,805   16,363 
Investment income from loans  1,172   1,583 
Other investment income  8   89 
Net realized gains/(losses) on financial assets  21,244   15,841 
Net fair value gains/(losses) through income  1,449   280 
Other income  2,630   2,757 
Total
  339,290   385,838 
2012

 

Total Revenues  For the year ended December 31, 
   2012  2013 
   RMB  RMB 
   (in millions) 

Net premiums earned

   322,126    324,813  

Individual life insurance business

   305,732    303,431  

Group life insurance business

   465    2,055  

Short-term insurance business

   15,929    16,952  

Supplementary major medical insurance business

   —      2,375  

Investment income

   73,243    82,816  

Investment income from securities at fair value through profit or loss

   1,567    1,542  

Investment income from available-for-sale securities

   20,992    19,596  

Investment income from held-to-maturity securities

   15,194    22,588  

Investment income from bank deposits

   30,512    32,667  

Investment income from loans

   4,339    5,773  

Other investment income

   639    650  

Net realized gains and impairment on financial assets

   (26,876  5,793  

Net fair value gains/(losses) through profit or loss

   (313  137  

Other income

   3,305    4,324  
  

 

 

  

 

 

 

Total

   371,485    417,883  
  

 

 

  

 

 

 

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Net Premiums Earned

Net premiums earned increased by RMB 43,0112,687 million, or 15.6%0.8%, to RMB 318,088324,813 million in 20102013 from RMB 275,077322,126 million in 2009.

2012.

Individual Life Insurance Business

Net premiums earned from the individual life insurance business increaseddecreased by RMB 41,0592,301 million, or 15.7%0.8%, to RMB 302,753303,431 million in 20102013 from RMB 261,694305,732 million in 2009.2012. This was primarily due to the increase in first-year regular premiums and renewal premiums. The first-year regular premiums increased by RMB 12,447 million, or 31.3%. The renewal premiums increased by RMB 22,548 million, or 21.4%.

adjustment of the bancassurance business structure.

Group Life Insurance Business

Net premiums earned from the group life insurance business increased by RMB 2791,590 million, or 147.6%341.9%, to RMB 4682,055 million in 20102013 from RMB 189465 million in 2009.2012. This was primarily due to a considerablean increase in premiums earned from the group term lifeannuity insurance products and whole life insurance products.

business.

Short-term Insurance Business

Net premiums earned from short-term insurance business increased by RMB 1,6731,023 million, or 12.7%6.4%, to RMB 14,86716,952 million in 20102013 from RMB 13,19415,929 million in 2009.2012. This was primarily due to our increased efforts on making adjustments to the development of short-term accidentbusiness structure and motivating local branches in acquiring new business.

Supplementary Major Medical Insurance Business

We started supplementary major medical insurance business.

business at some provinces and cities which launched supplementary major medical insurance pilot programs in 2013.

Investment Income

Investment income increased by RMB 9,9829,573 million, or 25.7%13.1%, to RMB 48,87282,816 million in 20102013 from RMB 38,89073,243 million in 2009.

2012.

Investment Income from Securities at Fair Value through IncomeProfit or Loss

Investment income from securities at fair value through incomeprofit or loss decreased by RMB 20925 million, or 62.4%1.6%, to RMB 1261,542 million in 20102013 from RMB 3351,567 million in 2009.2012. This was primarily due to a decrease in interestdividend income from debt securitiesequity assets at fair value through income.

profit or loss.

Investment Income from Available-for-Sale Securities

Investment income from available-for-sale securities decreased by RMB 1,396 million, or 6.7%, to RMB 19,596 million in 2013 from RMB 20,992 million in 2012. This was primarily due to a decrease in dividend income from available-for-sale equity assets.

Investment Income from Held-to-Maturity Securities

Investment income from held-to-maturity securities increased by RMB 3,4857,394 million, or 20.9%48.7%, to RMB 20,17322,588 million in 20102013 from RMB 16,68815,194 million in 2009.2012. This was primarily due to an increase in dividendsinterest income resulting from available-for-saleour increased allocation in held-to-maturity securities investment funds and an increase in interests income from available-for-salehigh grade credit debt securities.

87


Investment Income from Held-to-Maturity SecuritiesBank Deposits

Investment income from held-to-maturity securitiesbank deposits increased by RMB 6562,155 million, or 6.6%7.1%, to RMB 10,53832,667 million in 20102013 from RMB 9,88230,512 million in 2009.2012. This was primarily due to the increased volume of our investment in debt securities.

Investment Income from Term Deposits
Investment income from term deposits increased by RMB 5,558 million, or 51.4%, to RMB 16,363 million in 2010 from RMB 10,805 million in 2009. This was primarily due to the increased volume of deposits and an increase in the floatingvolume of bank deposits and market interest rates of deposits.
rates.

Investment Income from Loans

Investment income from loans increased by RMB 4111,434 million, or 35.1%33.0%, to RMB 1,5835,773 million in 20102013 from RMB 1,1724,339 million in 2009.2012. This was primarily due to an increase in the increased volume of policy loans business.

and debt investment plans.

Net Realized Gains/(Losses)Gains and Impairment on Financial Assets

Net realized gains/(losses)gains and impairment on financial assets decreasedincreased by RMB 5,40332,669 million, or 25.4% to gains of RMB 15,8415,793 million in 20102013 from losses of RMB 21,24426,876 million in 2009.2012. This was primarily due to a decrease in income from the purchases and salesimpairment losses of available for sale debt securities and stocks resulting from the volatility of the capital markets.

available-for-sale equity assets.

Net Fair Value Gains/(Losses) Through Incomethrough Profit or Loss

Our net

Net fair value gains/(losses) through income decreased by RMB 1,169 million,profit or 80.7%, to RMB 279 million in 2010 from RMB 1,449 million in 2009. This was primarily due to a decrease in unrealized profits from stocks and funds at fair value through income resulting from the volatility of the capital markets.

Other Income
Other incomeloss increased by RMB 127450 million or 4.8%, to gains of RMB 2,757137 million in 20102013 from losses of RMB 2,630313 million in 2009.2012. This was primarily due to an increase in spread income from asset managementequity assets at fair value through profit or loss.

Other Income

Other income increased by RMB 1,019 million, or 30.8%, to RMB 4,324 million in 2013 from RMB 3,305 million in 2012. This was primarily due to an increase in commission fees of the AMC.

         
  For the year ended December 31, 
  2009  2010 
Benefits, Claims and Expenses RMB  RMB 
  (in millions) 
Insurance benefits and claims        
Life insurance death and other benefits  74,858   71,237 
Accident and health claims and claim adjustment expenses  7,808   8,740 
Increase in insurance contracts liabilities  154,372   199,655 
Investment contracts benefits  2,142   1,950 
Policyholder dividends resulting from participation in profits  14,487   13,224 
Underwriting and policy acquisition costs  22,936   27,256 
Administrative expenses  18,719   20,285 
Other operating expenses  2,390   3,655 
Statutory insurance fund contribution  537   599 
Total
  298,249   346,601 
         
Segment information of insurance benefits and claims        
Individual life insurance business  228,968   270,341 
Group life insurance business  262   551 
Short-term insurance business  7,808   8,740 
Total
  237,038   279,632 
earned from CLPCIC.

 

88

Benefits, Claims and Expenses  For the year ended December 31, 
  2012   2013 
  RMB   RMB 
   (in millions) 

Insurance benefits and claims expenses

    

Life insurance death and other benefits

   107,674     193,671  

Accident and health claims and claim adjustment expenses

   7,898     11,263  

Increase in insurance contracts liabilities

   184,990     107,354  

Investment contracts benefits

   2,032     1,818  

Policyholder dividends resulting from participation in profits

   3,435     18,423  

Underwriting and policy acquisition costs

   27,754     25,690  

Finance costs

   2,575     4,032  

Administrative expenses

   23,283     24,805  

Other expenses

   3,304     3,864  

Statutory insurance fund contribution

   609     637  
  

 

 

   

 

 

 

Total

   363,554     391,557  
  

 

 

   

 

 

 

Segment information of insurance benefits and claims expenses

    

Individual life insurance business

   292,312     299,093  

Group life insurance business

   352     1,932  

Short-term insurance business

   7,898     8,766  

Supplementary major medical insurance business

   —       2,497  
  

 

 

   

 

 

 

Total

   300,562     312,288  
  

 

 

   

 

 

 


Insurance Benefits and Claims Expenses

Insurance benefits and claims, net of amounts ceded through reinsurance, increased by 41,373RMB 11,726 million, or 18.1%3.9%, to RMB 270,341312,288 million in 20102013 from RMB 228,968300,562 million in 2009.

2012.

Life insurance death and other benefits payouts decreasedincreased by RMB 3,62185,997 million, or 4.8%79.9%, to RMB 71,237193,671 million in 20102013 from RMB 74,858107,674 million in 2009.2012. This was primarily due to a decreasean increase in maturity payouts. Maturity payouts decreased by RMB 6,939 million, or 14.8%, compared with that in 2009.payments and lapses. Accident and health claims and claim adjustment expenses increased by 932 RMB 3,365 million, or 11.9%42.6%, to RMB 8,74011,263 million in 20102013 from RMB 7,8087,898 million in 2009.2012. This was primarily due to an increase in claims payment and reserves for short-term insurance and supplementary major medical insurance, resulting from the increase in business volume. Increase in insurance contracts liabilities decreased by RMB 77,636 million, or 42.0%, to RMB 107,354 million in 2013 from RMB 184,990 million in 2012. This was primarily the result of the release of reserves due to maturity payments and lapses.

Individual Life Insurance Business

Insurance benefits and claims expenses attributable to individual life insurance business increased by RMB 6,781 million, or 2.3%, from RMB 292,312 million in 2012 to 299,093 million in 2013, remaining basically stable.

Group Life Insurance Business

Insurance benefits and claims expenses attributable to group life insurance business increased by RMB 1,580 million, or 448.9%, to RMB 1,932 million in 2013 from RMB 352 million in 2012. This was primarily due to an increase in business volume.

Short-term Insurance Business

Insurance benefits and claims expenses attributable to short-term insurance business increased by RMB 868 million, or 11.0%, to RMB 8,766 million in 2013 from RMB 7,898 million in 2012. This was primarily due to an increase in business volume.

Supplementary Major Medical Insurance Business

We started to pay insurance benefits and claims for the supplementary major medical insurance business which was newly launched in 2013.

Investment Contract Benefits

Investment contract benefits decreased by RMB 214 million, or 10.5%, to RMB 1,818 million in 2013 from RMB 2,032 million in 2012. This was primarily due to the decreased volume of investment contracts and adjustment to settlement interest rates of certain products.

Policyholder Dividends Resulting from Participation in Profits

Policyholder dividends resulting from participation in profits increased by RMB 14,988 million, or 436.3%, to RMB 18,423 million in 2013 from RMB 3,435 million in 2012. This was primarily due to an increase in investment yields for participating products.

Underwriting and Policy Acquisition Costs

Underwriting and policy acquisition costs decreased by RMB 2,064 million, or 7.4%, to RMB 25,690 million in 2013 from RMB 27,754 million in 2012. This was primarily due to a decrease in commission fees resulting from the decrease in first-year premiums.

Finance Costs

Finance costs increased by RMB 1,457 million, or 56.6%, to RMB 4,032 million in 2013 from RMB 2,575 million in 2012. This was primarily due to an increase in interest payments for subordinated term debt.

Administrative Expenses

Administrative expenses include employees’ remuneration and other administrative expenses. Administrative expenses increased by RMB 1,522 million, or 6.5%, to RMB 24,805 million in 2013 from RMB 23,283 million in 2012. This was primarily due to an increase in compensation paid to the employees.

Other Expenses

Other expenses increased by RMB 560 million, or 16.9%, to RMB 3,864 million in 2013 from RMB 3,304 million in 2012. This was primarily due to an increase in foreign exchange losses.

Profit  For the year ended December 31, 
   2012  2013 
   RMB  RMB 
   (in millions) 

Profit before income tax

   10,968    29,451  

Individual life insurance business

   7,450    24,903  

Group life insurance business

   (216  511  

Short-term insurance business

   191    218  

Supplementary major medical insurance business

   —      (247

Other businesses

   3,543    4,066  

Income tax

   (304  4,443  

Net profit attributable to equity holders of the company

   11,061    24,765  

Profit before Income Tax

Our profit before income tax increased by RMB 18,483 million, or 168.5%, to RMB 29,451 million in 2013 from RMB 10,968 million in 2012.

Individual Life Insurance Business

Profit before income tax in the individual life insurance business increased by RMB 17,453 million, or 234.3%, to RMB 24,903 million in 2013 from RMB 7,450 million in 2012. This was primarily due to an increase in investment yield of the individual life insurance business segment.

Group Life Insurance Business

Profit before income tax in the group life insurance business increased by RMB 727 million, to a profit before income tax of RMB 511 million in 2013 from a loss of RMB 216 million in 2012. This was primarily due to an increase in business volume and investment yield of the group life insurance business segment.

Short-term Insurance Business

Profit before income tax in the short-term insurance business increased by RMB 27 million, or 14.1%, to RMB 218 million in 2013 from RMB 191 million in 2012. This was primarily due to a rapid increase in business volume, an improvement in business quality, stable cost control and an increase in investment yield of the short-term insurance business segment.

Supplementary Major Medical Insurance Business

We launched the supplementary major medical insurance business in 2013. The gross written premiums earned was RMB 2,514 million, insurance contract reserves was RMB 1,479 million, and total loss was RMB 247 million.

Income Tax

We pay income tax according to applicable Chinese enterprise income tax regulations and rules. Income tax increased by RMB 4,747 million, to RMB 4,443 million in 2013 from benefit of RMB 304 million in 2012. This was primarily due to the combined effect of taxable income and deferred tax.

Net Profit Attributable to Equity Holders of the Company

For the reasons set forth above, net profit attributable to equity holders of the Company increased by RMB 13,704 million, or 123.9%, to RMB 24,765 million in 2013 from RMB 11,061 million in 2012. This was primarily due to the increase in investment income and the relatively low base recorded in 2012.

Major Assets  As of December 31, 
  2012   2013 
  RMB   RMB 
   (in millions) 

Investment assets

   1,790,838     1,848,681  

Term deposits

   641,080     664,174  

Held-to-maturity securities

   452,389     503,075  

Available-for-sale securities

   506,416     491,527  

Securities at fair value through profit or loss

   34,035     34,172  

Securities purchased under agreements to resell

   894     8,295  

Cash and cash equivalents

   69,452     21,330  

Loans

   80,419     118,626  

Statutory deposits—restricted

   6,153     6,153  

Investment properties

   —       1,329  

Other assets

   108,078     124,260  
  

 

 

   

 

 

 

Total

   1,898,916     1,972,941  
  

 

 

   

 

 

 

Investment Assets

Our total investment assets increased by RMB 57,843 million, or 3.2%, to RMB 1,848,681 million in 2013 from RMB 1,790,838 million in 2012.

Term Deposits

Term deposits increased by RMB 23,094 million, or 3.6%, to RMB 664,174 million in 2013 from RMB 641,080 million in 2012. This was primarily due to our increased allocation in ordinary term deposits.

Held-to-Maturity Securities

Held-to-maturity securities increased by RMB 50,686 million, or 11.2%, to RMB 503,075 million in 2013 from RMB 452,389 million in 2012. This was primarily due to our increased allocation in held-to-maturity assets in light of market conditions.

Available-for-Sale Securities

Available-for-sale securities decreased by RMB 14,889 million, or 2.9%, to RMB 491,527 million in 2013 from RMB 506,416 million in 2012. This was primarily due to our decreased allocation in debt assets in light of market conditions.

Securities at Fair Value Through Profit or Loss

Securities at fair value through profit or loss increased by RMB 137 million, or 0.4%, to RMB 34,172 million in 2013 from RMB 34,035 million in 2012, with the overall size remaining stable.

Cash and Cash Equivalents

Cash and cash equivalents decreased by RMB 48,122 million, or 69.3%, to RMB 21,330 million in 2013 from RMB 69,452 million in 2012. This was primarily due to the demand for liquidity management.

Loans

Loans increased by RMB 38,207 million, or 47.5%, to RMB 118,626 million in 2013 from RMB 80,419 million in 2012. This was primarily due to an increase in the volume of policy loans, as well as our increased allocation in debt investment plans.

Investment Properties

We began to make investment in investment properties in 2013.

Major Liabilities  As of December 31, 
  2012   2013 
  RMB   RMB 
   (in millions) 

Liabilities

    

Insurance contracts

   1,384,537     1,494,497  

Investment contracts

   66,639     65,087  

Securities sold under agreements to repurchase

   68,499     20,426  

Policyholder dividends payable

   44,240     49,536  

Annuity and other insurance balances payable

   16,890     23,179  

Bonds payable

   67,981     67,985  

Deferred tax liabilities

   7,834     4,919  

Other liabilities

   19,195     24,727  
  

 

 

   

 

 

 

Total

   1,675,815     1,750,356  
  

 

 

   

 

 

 

Liabilities

Our total liabilities increased by RMB 74,541 million, or 4.4%, to RMB 1,750,356 million in 2013 from RMB 1,675,815 million in 2012.

Insurance Contracts

Liabilities of insurance contracts increased by RMB 109,960 million, or 7.9%, to RMB 1,494,497 million in 2013 from RMB 1,384,537 million in 2012. This was primarily due to the acquisition of new insurance business and the accumulation of insurance liabilities.liabilities from renewal business. As at the balance sheet date, our insurance contracts reserves passed liability adequacy testing.

Investment Contracts

The account balance of investment contracts decreased by RMB 1,552 million, or 2.3%, to RMB 65,087 million in 2013 from RMB 66,639 million in 2012. This was primarily due to a decrease in the account volume of certain investment contracts.

Securities Sold under Agreements to Repurchase

Securities sold under agreements to repurchase decreased by RMB 48,073 million, or 70.2%, to RMB 20,426 million in 2013 from RMB 68,499 million in 2012. This was primarily due to the demand for liquidity management.

Policyholder Dividends Payable

Policyholder dividends payable increased by RMB 5,296 million, or 12.0%, to RMB 49,536 million in 2013 from RMB 44,240 million in 2012. This was primarily due to an increase in investment yields for participating products.

Annuity and Other Insurance Balances Payable

Annuity and other insurance balances payable increased by RMB 6,289 million, or 37.2%, to RMB 23,179 million in 2013 from RMB 16,890 million in 2012. This was primarily due to an increase in maturities payable.

Bonds Payable

Bonds payable increased by RMB 4 million, to RMB 67,985 million in 2013 from 67,981 million in 2012, remaining basically stable. This was primarily due to the fact that no subordinated term debt were issued by us in 2013.

Deferred Tax Liabilities

Deferred tax liabilities decreased by RMB 2,915 million, or 37.2%, to RMB 4,919 million in 2013 from RMB 7,834 million in 2012. This was primarily due to a decrease in the fair value of available-for-sale securities.

Equity Attributable to Equity Holders of the Company

As of December 31, 2013, equity attributable to equity holders of the Company was RMB 220,331 million and decreased by RMB 754 million, or 0.3%, from RMB 221,085 million as of December 31, 2012. This was primarily due to the combined effect of the decrease of comprehensive income during the fiscal year 2013 and the dividend distribution in the previous year.

Year Ended December 31, 2012 Compared with Year Ended December 31, 2011

Total Revenues  For the year ended December 31, 
  2011  2012 
  RMB  RMB 
   (in millions) 

Net premiums earned

   318,276    322,126  

Individual life insurance business

   301,986    305,732  

Group life insurance business

   434    465  

Short-term insurance business

   15,856    15,929  

Investment income

   60,722    73,243  

Investment income from securities at fair value through profit or loss

   486    1,567  

Investment income from available-for-sale securities

   21,811    20,992  

Investment income from held-to-maturity securities

   10,691    15,194  

Investment income from bank deposits

   24,978    30,512  

Investment income from loans

   2,658    4,339  

Other investment income

   98    639  

Net realized gains and impairment on financial assets

   (11,208  (26,876

Net fair value gains/(losses) through profit or loss

   337    (313

Other income

   2,772    3,305  
  

 

 

  

 

 

 

Total

   370,899    371,485  
  

 

 

  

 

 

 

Net Premiums Earned

Net premiums earned increased by RMB 3,850 million, or 1.2%, to RMB 322,126 million in 2012 from RMB 318,276 million in 2011.

Individual Life Insurance Business

Net premiums earned from individual life insurance business increased by RMB 3,746 million, or 1.2%, to RMB 305,732 million in 2012 from RMB 301,986 million in 2011. This was primarily due to an increase in renewal premiums resulting from the strategy of focusing more on selling regular payment duration products that has been consistently adopted by us for several years. First-year regular premiums decreased by RMB 2,642 million, or 5.5%, from 2011. Renewal premiums increased by RMB 25,462 million, or 16.5%, from 2011.

Group Life Insurance Business

Net premiums earned from group life insurance business increased by RMB 31 million, or 7.1%, to RMB 465 million in 2012 from RMB 434 million in 2011. This was primarily due to an increase in premiums earned from group term life insurance products.

Short-term Insurance Business

Net premiums earned from short-term insurance business increased by RMB 73 million, or 0.5%, to RMB 15,929 million in 2012 from RMB 15,856 million in 2011. This was primarily due to an increase in premiums earned from accident insurance products resulting from our focus on the adjustment of our business structure and increased efforts for the development of accident insurance business.

Investment Income

Investment income increased by RMB 12,521 million, or 20.6%, to RMB 73,243 million in 2012 from RMB 60,722 million in 2011.

Investment Income from Securities at Fair Value through Profit or Loss

Investment income from securities at fair value through profit or loss increased by RMB 1,081 million, or 222.4%, to RMB 1,567 million in 2012 from RMB 486 million in 2011. This was primarily due to an increase in interest income resulting from our increased allocation in securities at fair value through profit or loss in light of market conditions.

Investment Income from Available-for-Sale Securities

Investment income from available-for-sale securities decreased by RMB 819 million, or 3.8%, to RMB 20,992 million in 2012 from RMB 21,811 million in 2011. This was primarily due to a decrease in the volume of available-for-sale securities.

Investment Income from Held-to-Maturity Securities

Investment income from held-to-maturity securities increased by RMB 4,503 million, or 42.1%, to RMB 15,194 million in 2012 from RMB 10,691 million in 2011. This was primarily due to an increase in the volume of held-to-maturity securities resulting from our increased allocation in held-to-maturity securities.

Investment Income from Bank Deposits

Investment income from bank deposits increased by RMB 5,534 million, or 22.2%, to RMB 30,512 million in 2012 from RMB 24,978 million in 2011. This was primarily due to the increased volume of deposits attributable to our increased allocation in deposits by taking advantage of favorable market opportunities when interest rates were relatively high.

Investment Income from Loans

Investment income from loans increased by RMB 1,681 million, or 63.2%, to RMB 4,339 million in 2012 from RMB 2,658 million in 2011. This was primarily due to an increase in the volume of policy loans resulting from an increase in demand for policy loans, as well as a continued increase in the volume of debt investment plans attributable to our increased efforts for investment in debt investment plans by taking advantage of the market opportunities.

Net Realized Gains and Impairment on Financial Assets

Net realized gains and impairment on financial assets decreased by RMB 15,668 million, or 139.8%, to losses of RMB 26,876 million in 2012 from losses of RMB 11,208 million in 2011. This was primarily due to a significant increase in impairment losses of equity securities which meet the conditions for recognizing impairment losses, resulting from the continued weakness of the Chinese capital markets.

Net Fair Value Gains/(Losses) through Profit or Loss

Our net fair value gains/(losses) through profit or loss decreased by RMB 650 million, or 192.9%, to losses of RMB 313 million in 2012 from gains of RMB 337 million in 2011. This was primarily due to the fluctuation in the value of financial instruments at fair value through profit or loss.

Other Income

Other income increased by RMB 533 million, or 19.2%, to RMB 3,305 million in 2012 from RMB 2,772 million in 2011. This was primarily due to our increased efforts in developing intermediary business and expanding sources of income.

Benefits, Claims and Expenses  For the year ended December 31, 
   2011   2012 
   RMB   RMB 
   (in millions) 

Insurance benefits and claims

    

Life insurance death and other benefits

   101,349     107,674  

Accident and health claims and claim adjustment expenses

   7,789     7,898  

Increase in insurance contracts liabilities

   181,579     184,990  

Investment contracts benefits

   2,031     2,032  

Policyholder dividends resulting from participation in profits

   6,125     3,435  

Underwriting and policy acquisition costs

   27,434     27,754  

Finance costs

   873     2,575  

Administrative expenses

   21,549     23,283  

Other expenses

   3,275     3,304  

Statutory insurance fund contribution

   595     609  
  

 

 

   

 

 

 

Total

   352,599     363,554  
  

 

 

   

 

 

 

Segment information of insurance benefits and claims

    

Individual life insurance business

   282,575     292,312  

Group life insurance business

   353     352  

Short-term insurance business

   7,789     7,898  
  

 

 

   

 

 

 

Total

   290,717     300,562  
  

 

 

   

 

 

 

Insurance Benefits and Claims

Insurance benefits and claims, net of amounts ceded through reinsurance, increased by RMB 9,845 million, or 3.4%, to RMB 300,562 million in 2012 from RMB 290,717 million in 2011.

Life insurance death and other benefits payouts increased by RMB 6,325 million, or 6.2%, to RMB 107,674 million in 2012 from RMB 101,349 million in 2011. This was primarily due to an increase in surrender payments. Accident and health claims and claim adjustment expenses increased by RMB 109 million, or 1.4%, to RMB 7,898 million in 2012 from RMB 7,789 million in 2011. This was primarily due to an increase in accident insurance claims payment resulting from the increase in business volume. Increase in insurance contracts liabilities increased by RMB 45,2833,411 million, or 29.3%1.9%, to RMB 199,655184,990 million in 20102012 from RMB 154,372181,579 million in 2009.2011. This was primarily due to a RMB 41,34911,169 million increase in premium income from insurance contractsthe accretion of interest and an increase in interests accredited to insurance contract liabilities, but offset in part bynet of a RMB 10,6878,082 million increase in the release of liabilities. The release of liabilities mainly consists of payments forrelease due to death or other termination and related expenses, release of residual margin and change of reserves for claims and claim adjustment expenses). In addition, increase in insurance contract liabilities increased by RMB 1,703 million from 2009 due to changes in assumptions. Risk margin is recalculated based on updated assumptions at the reporting date, with the resulting changes being recognized in the income statement.

expenses.

Individual Life Insurance Business

Insurance benefits and claims attributable to individual life insurance business increased by RMB 41,3739,737 million, or 18.1%3.4%, to RMB 270,341292,312 million in 20102012 from RMB 228,968282,575 million in 2009.2011. This was primarily due to an increase in business volumesurrender payments and the accumulation ofan increase in increase in insurance contracts liabilities.

Group Life Insurance Business

Insurance benefits and claims attributable to group life insurance business decreased by RMB 1 million, or 0.3%, to RMB 352 million in 2012 from RMB 353 million in 2011. This was primarily due to the combined effects of an increase in claims and benefits resulting from business growth and a decrease in surrender payments.

Short-term Insurance Business

Insurance benefits and claims attributable to short-term insurance business increased by RMB 289109 million, or 110.3%1.4%, to RMB 5517,898 million in 20102012 from RMB 2627,789 million in 2009.2011. This was primarily due to an increase in accident insurance claims paymentspayment resulting from anthe increase in the volume of one-year term insurance products.

business volume.

Short-term Insurance BusinessInvestment Contract Benefits

Insurance

Investment contract benefits and claims attributable to the short-term insurance business increased by RMB 9321 million or 11.9%, to RMB 8,7402,032 million in 20102012 from RMB 7,8082,031 million in 2009.2011. This was primarily due to an increase in business volume.

the steady account volume of investment contracts.

89


Investment Contract Benefits
Investment contract benefits decreased by RMB 192 million, or 9.0%, to RMB 1,950 million in 2010 from RMB 2,142 million in 2009. This was primarily due to a decrease in investment yield resulting from the volatility of the capital market.
Policyholder Dividends Resulting from Participation in Profits

Policyholder dividends resulting from participation in profits decreased by RMB 1,2632,690 million, or 8.7%43.9%, to RMB 13,2243,435 million in 20102012 from RMB 14,4876,125 million in 2009.2011. This was primarily due to a decrease in investment yieldyields for participating products.

Underwriting and Policy Acquisition Costs

Underwriting and policy acquisition costs increased by RMB 4,320320 million, or 18.8%1.2%, to RMB 27,25627,754 million in 20102012 from RMB 22,93627,434 million in 2009.2011. This was primarily due to our proactive adoption of measures to strengthen cost control while promoting a healthy development of our business, developmentas a result of which the increase in underwriting and adjustmentpolicy acquisition costs was in proportion to the growth of business structure.

business.

Finance Costs

Finance costs increased by RMB 1,702 million or 195.0%, to RMB 2,575 million in 2012 from RMB 873 million in 2011. This was primarily due to an increase in interest payments for subordinated term debts.

Administrative Expenses

Administrative expenses include employees’ remuneration and other administrative expenses. Administrative expenses increased by RMB 1,5661,734 million, or 8.4%8.0%, to RMB 20,28523,283 million in 20102012 from RMB 18,71921,549 million in 2009.2011. This was primarily due to the increase in business volume.

fact that we increased our costs on team building to enhance our ability for sustainable development.

Other Operating Expenses

Other operating expenses, which primarily consist of foreign exchange losses and business tax and surcharge expenses, for non-core business, increased by RMB 1,26529 million, or 52.9%0.9%, to RMB 3,6553,304 million in 20102012 from RMB 2,3903,275 million in 2009.2011. This was primarily due to an increase in foreign exchange losses, interest payments for accumulated dividendsbusiness tax and interest payments for securities sold under agreements to repurchase.

         
  For the year ended December 31, 
  2009  2010 
Profit RMB  RMB 
  (in millions) 
Profit before income tax  41,745   41,008 
Individual life insurance business  39,769   37,690 
Group life insurance business  467   740 
Short-term insurance business  420   385 
Other business  1,089   2,193 
Income tax  8,709   7,197 
Net profit attributable to equity holders of the company  32,881   33,626 
surcharges expenses.

Profit  For the year ended December 31, 
  2011   2012 
  RMB   RMB 
   (in millions) 

Profit before income tax

   20,513     10,968  

Individual life insurance business

   17,967     7,450  

Group life insurance business

   57     (216

Short-term insurance business

   502     191  

Other business

   1,987     3,543  

Income tax

   2,022     (304

Net profit attributable to equity holders of the company

   18,331     11,061  

Profit before Income Tax

Our profit before income tax decreased by RMB 7379,545 million, or 1.8%46.5%, to RMB 41,00810,968 million in 20102012 from RMB 41,74520,513 million in 2009.

2011.

90


Individual Life Insurance Business

Profit before income tax in the individual life insurance business decreased by RMB 2,07910,517 million, or 5.2%58.5%, to RMB 37,6907,450 million in 20102012 from RMB 39,76917,967 million in 2009.2011. This was primarily due to anthe decline in investment yield and the increase in underwriting cost.

impairment losses resulting from the continued weakness of the Chinese capital markets.

Group Life Insurance Business

Profit before income tax in the group life insurance business increaseddecreased by RMB 273 million, or 58.5%478.9%, to a loss of RMB 740216 million in 20102012 from a profit before income tax of RMB 46757 million in 2009.2011. This was primarily due to a favorable adjustmentthe decline in investment yield and the increase in impairment losses resulting from the continued weakness of group insurance business structure.

the Chinese capital markets.

Short-term Insurance Business

Profit before income tax in the short-term insurance business decreased by RMB 35311 million, or 8.3%62.0%, to RMB 191 million in 2012 from RMB 385502 million in 2010 from RMB 420 million in 2009.2011. This was primarily due to increased market competitionthe decline in investment yield and anthe increase in claims payments.

impairment losses resulting from the continued weakness of the Chinese capital markets.

Income Tax

We pay income tax according to applicable Chinese enterprise income tax regulations and rules. Income tax decreased by RMB 1,5122,326 million, or 17.4%115.0%, to benefit of RMB 7,197304 million in 20102012 from expenses of RMB 8,7092,022 million in 2009.2011. This was primarily due to an increasethe combined effect of a decrease in non-taxable income. Our effective tax rate for 2010 was 17.55%.

taxable income and the impact of the deferred tax.

Net Profit Attributable to Equity Holders of the Company

For the reasons set forth above, net profit attributable to equity holders of the Company increaseddecreased by RMB 7457,270 million, or 2.3%39.7%, to RMB 33,62611,061 million in 20102012 from RMB 32,88118,331 million in 2009.2011. This was primarily due to our steady business development, optimizationthe decline in investment yield and the increase in impairment losses resulting from the continued weakness of our business structure and appropriate allocation of our investment assets.

         
  As of December 31, 
  2009  2010 
Major Assets RMB  RMB 
  (in millions) 
Investment assets  1,172,145   1,336,245 
Term deposits  344,983   441,585 
Held-to-maturity securities  235,099   246,227 
Available-for-sale securities  517,499   548,121 
Securities at fair value through income  9,133   9,762 
Cash and cash equivalents  36,197   47,854 
Loans  23,081   36,543 
Statutory deposits-restricted  6,153   6,153 
Other assets  54,112   74,334 
Total
  1,226,257   1,410,579 
the Chinese capital markets.

Major Assets  As of December 31, 
  2011   2012 
  RMB   RMB 
   (in millions) 

Investment assets

   1,494,969     1,790,838  

Term deposits

   520,793     641,080  

Held-to-maturity securities

   261,933     452,389  

Available-for-sale securities

   562,948     506,416  

Securities at fair value through profit or loss

   23,683     34,035  

Securities purchased under agreements to resell

   2,370     894  

Cash and cash equivalents

   55,985     69,452  

Loans

   61,104     80,419  

Statutory deposits-restricted

   6,153     6,153  

Other assets

   88,938     108,078  
  

 

 

   

 

 

 

Total

   1,583,907     1,898,916  
  

 

 

   

 

 

 

Investment Assets

Our total investment assets increased by RMB 164,100295,869 million, or 14.0%19.8%, to RMB 1,336,2451,790,838 million in 20102012 from RMB 1,172,1451,494,969 million in 2009.

2011.

91


Term Deposits

Term deposits increased by RMB 96,602120,287 million, or 28.0%23.1%, to RMB 441,585641,080 million in 20102012 from RMB 344,983520,793 million in 2009.2011. This was primarily due to our increased efforts for investmentallocation in negotiatedterm deposits with floatingby taking advantage of favorable market opportunities when interest rates.

rates were relatively high.

Held-to-Maturity InvestmentsSecurities

Held-to-maturity investmentssecurities increased by RMB 11,128190,456 million, or 4.7%72.7%, to RMB 246,227452,389 million in 20102012 from RMB 235,099261,933 million in 2009.2011. This was primarily due to an increasethe fact that we reduced fluctuation of the book value of our investments in the volume ofdebt securities and increased our allocation in held-to-maturity debt securities.

Available-for-Sale Securities

Available-for-sale assets increaseddecreased by RMB 30,62256,532 million, or 5.9%10.0%, to RMB 548,121506,416 million in 20102012 from RMB 517,499562,948 million in 2009.2011. This was primarily due to an increasethe fact that we actively adjusted our allocation structure in light of market conditions, reduced fluctuation of the book value of our investment assets, and decreased the volume of available-for-sale funds and debt securities.

Securities at Fair Value Through IncomeProfit or Loss

Securities at fair value through incomeprofit or loss increased by RMB 62910,352 million, or 6.9%43.7%, to RMB 9,76234,035 million in 20102012 from RMB 9,13323,683 million in 2009.2011. This was primarily due to the fact that we adopted a more proactive and flexible investment approach in light of market conditions and increased the volume of debt securities at fair value through income.

profit or loss accordingly.

Cash and Cash Equivalents

Cash and cash equivalents increased by RMB 11,65713,467 million, or 32.2%24.1%, to RMB 47,85469,452 million in 20102012 from RMB 36,19755,985 million in 2009.2011. This was primarily due to the demand ofneed for investment assets allocation and liquidity management.

Loans

Loans increased by RMB 13,46219,315 million, or 58.3%31.6%, to RMB 36,54380,419 million in 20102012 from RMB 23,08161,104 million in 2009.2011. This was primarily due to an increase in the demand for policy loans, as well as our increased efforts for investment in debt investment plans by taking advantage of policy loans.

         
  As of December 31, 
  2009  2010 
Major Liabilities RMB  RMB 
  (in millions) 
Liabilities  1,013,481   1,200,104 
Liabilities of insurance contracts  818,164   1,018,135 
Investment contracts  67,326   70,171 
Securities sold under agreements to repurchase  33,553   23,065 
Policyholder dividends payable  54,587   52,828 
Annuity and other insurance balances payable  5,721   8,275 
Deferred tax liabilities  16,361   11,776 
Other liabilities  17,769   15,854 
the market opportunities.

Major Liabilities  As of December 31, 
  2011   2012 
  RMB   RMB 
   (in millions) 

Liabilities

    

Insurance contracts

   1,199,373     1,384,537  

Investment contracts

   69,797     66,639  

Securities sold under agreements to repurchase

   13,000     68,499  

Policyholder dividends payable

   46,368     44,240  

Annuity and other insurance balances payable

   11,954     16,890  

Bonds payable

   29,990     67,981  

Deferred tax liabilities

   1,454     7,834  

Other liabilities

   18,583     19,195  
  

 

 

   

 

 

 

Total

   1,390,519     1,675,815  
  

 

 

   

 

 

 

Liabilities

Our total liabilities increased by RMB 186,623285,296 million, or 18.4%20.5%, to RMB 1,013,4811,675,815 million in 20102012 from RMB 1,200,1041,390,519 million in 2009.

2011.

92


Liabilities of Insurance Contracts

Liabilities of insurance contracts increased by RMB 199,971185,164 million, or 24.4%15.4%, to RMB 1,018,1351,384,537 million in 20102012 from RMB 818,1641,199,373 million in 2009.2011. This was primarily due to an increase innew insurance business volume and the accumulation of insurance liabilities.liabilities from renewal business. As at the balance sheet date, our reserves for insurance contracts satisfiedpassed liability adequacy test.

testing.

Investment Contracts

Investment Contracts increased

The account balance of investment contracts decreased by RMB 2,8453,158 million, or 4.2%4.5%, to RMB 70,17166,639 million in 20102012 from RMB 67,32669,797 million in 2009.2011. This was primarily due to an increasethe fact that certain group annuity customers transferred their funds to their accounts of enterprise annuity, which resulted in business volume.

a decrease in the account volume of group annuity products specified in investment contracts.

Securities soldSold under agreementsAgreements to repurchaseRepurchase

Securities sold under agreements to repurchase decreasedincreased by RMB 10,48855,499 million, or 31.3%426.9%, to RMB 23,06568,499 million in 20102012 from RMB 33,55313,000 million in 2009.2011. This was primarily due to the need for liquidity management demand.

management.

Policyholder Dividends Payable

Policyholder dividends payable decreased by RMB 1,7592,128 million, or 3.2%4.6%, to RMB 52,82844,240 million in 20102012 from RMB 54,58746,368 million in 2009.2011. This was primarily due to a decrease in unrealized profit of available-for-sale securities and our payment of policy dividends.

investment yields for participating products.

Annuity and Other Insurance Balances Payable

Annuity and other insurance balances payable increased by RMB 2,5544,936 million, or 44.6%41.3%, to RMB 8,27516,890 million in 20102012 from RMB 5,72111,954 million in 2009.2011. This was primarily due to the accumulation of insurance liabilities.

Deferred Tax LiabilitiesBonds Payable

Deferred tax liabilities decreased

Bonds payable increased by RMB 4,58537,991 million, or 28.0%126.7%, to RMB 11,77667,981 million in 20102012 from 16,36129,990 million in 2009.2011. This was primarily due to a decreasethe issuance of subordinated term debt by us in unrealized profit2012.

Deferred Tax Liabilities

Deferred tax liabilities increased by RMB 6,380 million, or 438.8%, to RMB 7,834 million in 2012 from 1,454 million in 2011. This was primarily due to an increase in the fair value of available-for-sale securities.

Equity Attributable to Equity Holders of the Company

As of December 31, 2010,2012, equity attributable to equity holders of the Company was RMB 208,710221,085 million and decreasedincreased by RMB 2,36229,555 million, or 1.1%15.4%, from RMB 211,072191,530 million as of December 31, 2009. This was primarily due to a decrease of the fair value of available-for-sale securities resulting from the volatility of the capital markets and distribution of dividends to equity holders last year.

93


Year Ended December 31, 2009 Compared with Year Ended December 31, 2008
         
  For the year ended December 31, 
  2008  2009 
Total Revenues RMB  RMB 
  (in millions) 
Net premiums earned  265,177   275,077 
Individual life insurance business  252,133   261,694 
Group life insurance business  339   189 
Short-term insurance business  12,725   13,194 
Investment income  44,946   38,890 
Investment income from securities at fair value through income  902   335 
Investment income from available-for-sale securities  22,636   16,688 
Investment income from held-to-maturity securities  9,245   9,882 
Investment income from term deposits  11,378   10,805 
Investment income from loans  696   1,172 
Net realized gains/(losses) on financial assets  (5,964)  21,244 
Debt securities  2,445   3,346 
Equity securities  (8,409)  17,898 
Net fair value gains/(losses) through income  (7,194)  1,449 
Debt securities  300   (277)
Equity securities  (7,494)  1,726 
Other income  3,420   2,630 
Total
  300,385   339,290 
Net Premiums Earned
Net premiums earned increased by RMB 9,900 million, or 3.7%, to RMB 275,077 million in 2009 from RMB 265,177 million in 2008. This increase was primarily due to an increase in insurance business volume.
Individual Life Insurance Business
Net premiums earned from the individual life insurance business increased by RMB 9,581 million, or 3.8%, to RMB 261,694 million in 2009 from RMB 252,113 million in 2008. This increase was primarily due to the adjustment of our business structure to focus more on sales of products with regular premiums, which resulted in a more steady increase of our first-year premiums and renewal premiums.
Group Life Insurance Business
Net premiums earned from the group life insurance business decreased by RMB 150 million, or 44.2%, to RMB 189 million in 2009 from RMB 339 million in 2008. This decrease was primarily due to the adjustment of our business development strategies to focus more on development of risk-type products and to reduce the proportion of group annuity products.
Short-term Insurance Business
Net premiums earned from short-term insurance business increased by RMB 469 million, or 3.7%, to RMB 13,194 million in 2009 from RMB 12,725 million in 2008. Net premiums earned from the accident insurance business increased by RMB 864 million, or 14.3%, to RMB 6,886 million in 2009 from RMB 6,022 million in 2008 and net premiums earned from the health insurance business decreased by RMB 395 million, or 5.9%, to RMB 6,308 million in 2009 from RMB 6,703 million in 2008. These increases were primarily due to our increased development efforts for accident and health insurance business.
Investment Income
Investment income decreased by RMB 6,056 million, or 13.5%, to RMB 38,890 million in 2009 from RMB 44,946 million in 2008. The investment yield for the year ended December 31, 2009 was 5.78%, a 2.30 percentage point increase from the investment yield of 3.48% for the year ended December 31, 2008.

94


Investment Income from Securities at Fair Value through Income
Investment income from securities at fair value through income decreased by RMB 567 million, or 62.9%, to RMB 335 million in 2009 from RMB 902 million in 2008. This was primarily due to a decrease in the total volume of securities at fair value through income and a decrease of dividends from securities investment funds.
Investment Income from Available-for-Sale Securities
Investment income from available-for-sale securities decreased by RMB 5,948 million, or 26.3%, to RMB 16,688 million in 2009 from RMB 22,636 million in 2008. This was primarily due to a decrease of dividends from securities investment funds.
Investment Income from Held-to-Maturity Securities
Investment income from held-to-maturity securities increased by RMB 637 million, or 6.9%, to RMB 9,882 million in 2009 from RMB 9,245 million in 2008. This was primarily due to an increase in interest income resulting from favorable structural adjustments of our investments in debt securities.
Investment Income from Term Deposits
Investment income from term deposits decreased by RMB 573 million, or 5.0%, to RMB 10,805 million in 2009 from RMB 11,378 million in 2008. This was primarily due to a decrease in interest income from deposits resulting from a decline in interest rates.
Investment Income from Loans
Investment income from loans increased by RMB 476 million, or 68.4%, to RMB 1,172 million in 2009 from RMB 696 million in 2008. This was primarily due to an increase in interest income from investments in bonds investment programs.
Net Realized Gains/(Losses) on Financial Assets
Net realized gains/(losses) on financial assets increased by RMB 27,208 million to RMB 21,244 million in 2009 from RMB (5,964) million in 2008.
Debt Securities
Net realized gains/(losses) on financial assets from debt securities increased by RMB 901 million, or 36.9%, to RMB 3,346 million in 2009 from RMB 2,445 million in 2008. This was primarily due to an increase in income from the purchase and sale of debt securities resulting from our adjustment of debt investment strategies by taking advantage of market opportunities.
Equity Securities
Net realized gains/(losses) on financial assets from equity securities increased by RMB 26,307 million to RMB 17,898 million in 2009 from RMB (8,409) million in 2008. This was primarily due to an increase in income from the purchase and sale of stocks and fund interests by taking advantage of favorable stock market conditions and a decrease in assets impairment.

95


Net Fair Value Gains/(Losses)Through Income
We reflect net fair value gains/(losses) through income in current year income. Our net fair value gains/(losses) through income increased by RMB 8,643 million to RMB 1,449 million in 2009 from RMB (7,194) million in 2008.
Debt Securities
Net fair value gains/(losses) through income from debt securities decreased by RMB 577 million, or 192.3%, to RMB (277) million in 2009 from RMB 300 million in 2008. This was primarily due to a decrease of the market value of debt securities (held-for—trading) resulting from unfavorable market conditions.
Equity Securities
Net fair value gains/(losses) through income from equity securities increased by RMB 9,220 million to RMB 1,726 million in 2009 from RMB (7,494) million in 2008. This was primarily due to an increase of unrealized profits from stocks and fund interests resulting from favorable market conditions.
Other Income
Other income decreased by RMB 790 million, or 23.1%, to RMB 2,630 million in 2009 from RMB 3,420 million in 2008. This was primarily due to a decrease in policy fee income from investment contracts.
         
  For the year ended December 31, 
  2008  2009 
Benefits, Claims and Expenses RMB  RMB 
  (in millions) 
Insurance benefits and claims  231,949   237,038 
Individual life insurance business  223,805   228,968 
Group life insurance business  503   262 
Short-term insurance business  7,641   7,808 
Investment contract benefits  1,931   2,142 
Policy dividends resulting from participation in profits  1,671   14,487 
Underwriting and policy acquisition costs  24,200   22,936 
Administrative expenses  16,652   18,719 
Other operating expenses  3,409   2,390 
Insurance Benefits and Claims
Insurance benefits and claims, net of amounts ceded through reinsurance, increased by RMB 5,089 million, or 2.2%, to RMB 237,038 million in 2009 from RMB 231,949 million in 2008.
Life insurance death and other benefits decreased by RMB 14,801 million, or 16.5%, to RMB 74,858 million in 2009 from RMB 89,659 million in 2008. This was primarily due to a decrease in maturity payouts. Maturity payouts decreased by RMB 14,474 million, or 24.7%, compared with that in 2008. Accident and health claims and claim adjustment expenses increased by RMB 167 million, or 2.2%, to RMB 7,808 million in 2009 from RMB 7,641 million in 2008. This was primarily due to growth in short-term insurance business. Increase in insurance contracts liabilities increased by RMB 19,723 million, or 14.6%, to RMB 154,372 million in 2009 from RMB 134,649 million in 2008. This was primarily due to a RMB 9,435 million increase in premium income reflecting accumulation of insurance liabilities for future obligations and a RMB 12,809 million decrease in the release of liabilities reflecting lower insurance benefit payouts. In addition, changes in assumptions also reduced increase in insurance contract liabilities by RMB 4,365 million. Risk margin is recalculated based on updated assumptions at the reporting date, with changes are recognized in net profit.

96


Individual Life Insurance Business
Insurance benefits and claims for the individual life insurance business increased by RMB 5,163 million, or 2.3%, to RMB 228,968 million in 2009 from RMB 223,805 million in 2008. This increase was primarily due to an increase in business volume and the accumulation of insurance liabilities.
Group Life Insurance Business
Insurance benefits and claims for the group life insurance business decreased by RMB 241 million, or 47.9%, to RMB 262 million in 2009 from RMB 503 million in 2008. This decrease was primarily due to the adjustment of our mix of products to reduce the business volume of group annuity products, which in turn resulted in a decrease of insurance benefits and claims for group annuity products.
Short-term Insurance Business
Insurance benefits and claims for the short-term insurance business increased by RMB 167 million, or 2.2%, to RMB 7,808 million in 2009 from RMB 7,641 million in 2008. This increase was primarily due to an increase in business volume.
Investment Contract Benefits
Investment contract benefits increased by RMB 211 million, or 10.9%, to RMB 2,142 million in 2009 from RMB 1,931 million in 2008. This increase was primarily due to an increase in average account balances resulting from the increased volume of investment contracts issued.
Policyholder Dividends Resulting from Participation in Profits
Policyholder dividends resulting from participation in profits increased by RMB 12,816 million, or 767.0%, to RMB 14,487 million in 2009 from RMB 1,671 million in 2008. This increase was primarily due to an increase in the investment yield for participating products.
Underwriting and Policy Acquisition Costs
Underwriting and policy acquisition costs decreased by RMB 1,264 million, or 5.2%, to RMB 22,936 million in 2009 from RMB 24,200 million in 2008. This decrease was primarily due to the adjustment of our product structure and improvement of our sales approach. Underwriting and policy acquisition costs were approximately 8.3% and 9.1% of net premiums earned in 2009 and 2008, respectively.
Administrative Expenses
Administrative expenses include employees’ remuneration and other administrative expenses. Administrative expenses increased by RMB 2,067 million, or 12.4%, to RMB 18,719 million in 2009 from RMB 16,652 million in 2008. This increase primarily reflected business development and increased market competition.

97


Other Operating Expenses
Other operating expenses, which primarily consist of foreign exchange losses and expenses for non-core business, decreased by RMB 1,019 million, or 29.9%, to RMB 2,390 million in 2009 from RMB 3,409 million in 2008. This decrease primarily reflected a decrease in foreign exchange losses resulting from a relatively stable interest rate.
         
  For the year ended December 31, 
  2008  2009 
Profit RMB  RMB 
  (in millions) 
Profit before income tax  19,959   41,745 
Individual life insurance business  19,075   39,769 
Group life insurance business  81   467 
Short-term insurance business  596   420 
Income tax  685   8,709 
Net profit attributable to equity holders of the company  19,137   32,881 
Profit before Income Tax
Our profit before income tax increased by RMB 21,786 million, or 109.2%, to RMB 41,745 million in 2009 from RMB 19,959 million in 2008.
Individual Life Insurance Business
Profit before income tax in the individual life insurance business increased by RMB 20,694 million, or 108.5%, to RMB 39,769 million in 2009 from RMB 19,075 million in 2008. This was primarily due to an increase in investment yields resulting from favorable capital market conditions.
Group Life Insurance Business
Profit before income tax in the group life insurance business increased by RMB 386 million, or 476.5%, to RMB 467 million in 2009 from RMB 81 million in 2008. This was primarily due to the adjustment of our business strategies to focus more on sales of risk-type insurance products which are more profitable and an increase in investment yields resulting from favorable capital market conditions.
Short-term Insurance Business
Profit before income tax in short-term insurance business decreased by RMB 176 million, or 29.5%, from RMB 420 million in 2009 from RMB 596 million in 2008. This was primarily due to increased market competition.
Income Tax
We pay income tax according to applicable Chinese enterprise income tax regulations and rules. Income tax, including current and deferred taxations, increased by RMB 8,024 million, or 1,171.4%, to RMB 8,709 million in 2009 from RMB 685 million in 2008. This increase was primarily due to an increase in profit before income tax, a decrease in non-taxable income and an increase in additional tax liability from expenses not deductible for tax purposes.
Non-taxable income mainly includes interest income from government bonds and distribution from securities investment funds. The non-taxable income decreased by RMB 1,897 million, or 41.9%, to RMB 2,627 million in 2009 from RMB 4,524 million in 2008.

98


Expenses not deductible for tax purposes mainly include commissions, brokerage and donation expenses in excess of deductible amounts as allowed by relevant tax regulations. Expenses not deductible for tax purposes increased by RMB 324 million, or 165.3%, to RMB 520 million in 2009 from RMB 196 million in 2008.
Our effective tax rate for 2009 was 20.86%, which increased by 14.8 percentage points from an effective tax rate for 2008 of 6.1%. The increase was primarily due to a decrease in non-taxable income and an increase in additional tax liability from expenses not deductible for tax purposes.
Net Profit Attributable to Equity Holders of the Company
For the reasons set forth above, net profit attributable to equity holders of the Company increased by RMB 13,744 million, or 71.8%, to RMB 32,881 million in 2009 from RMB 19,137 million in 2008. This increase was primarily due to an increase in investment yield resulting from favorable capital market conditions.
         
  As of December 31, 
  2008  2009 
Major Assets RMB  RMB 
  (in millions) 
Investment assets  937,403   1,172,145 
Term deposits  228,272   344,983 
Held-maturity investments  211,929   235,099 
Available-for-sale securities  424,939   517,499 
Securities at fair value through income  14,099   9,133 
Cash and cash equivalents  34,085   36,197 
Loans  17,926   23,081 
Investment Assets
Our total investment assets increased by RMB 234,742 million, or 25.0%, to RMB 1,172,145 million in 2009 from RMB 937,403 million in 2008.
Term Deposits
Term deposits increased by RMB 116,711 million, or 51.1%, to RMB 344,983 million in 2009 from RMB 228,272 million in 2008. This increase was primarily due to our increased efforts for investment in negotiated deposits with floating interest rates.
Held-to-Maturity Investments
Held-to-maturity investments increased by RMB 23,170 million, or 10.9%, to RMB 235,099 million in 2009 from RMB 211,929 million in 2008. This was primarily due to an increase in our total investment assets.
Available-for-Sale Securities
Available-for-sale assets increased by RMB 92,560 million, or 21.8%, to RMB 517,499 million in 2009 from RMB 424,939 million in 2008. This was primarily due to an increase in our total investment assets.

99


Securities at Fair Value Through Income
Securities at fair value through income decreased by RMB 4,966 million, or 35.2%, to RMB 9,133 million in 2009 from RMB 14,099 million in 2008. This was primarily due to a decrease in the volume of held-for-trading fund interests.
Cash and Cash Equivalents
Cash and cash equivalents increased by RMB 2,112 million, or 6.2%, to RMB 36,197 million in 2009 from RMB 34,085 million in 2008.2011. This was primarily due to an increase in the total investment assets offset in part byfair value of available-for-sale securities and the decreaseinfluence of the proportion of cash and cash equivalents innet profit during the total investment assets resulting from our substantially increased investment in negotiated deposits.
Loans
Loans increased by RMB 5,155 million, or 28.8%, to RMB 23,081 million in 2009 from RMB 17,926 million in 2008. This was primarily due to the increased demand for policy loans.
         
  As of December 31, 
  2008  2009 
Major Liabilities RMB  RMB 
  (in millions) 
Liabilities  812,622   1,013,000 
Liabilities of insurance contracts  662,865   818,164 
Financial liabilities  76,453   100,879 
Policyholder dividends payable  43,178   54,587 
Annuity and other insurance balance payable  4,980   5,721 
Deferred tax liabilities  10,344   16,361 
Liabilities
Our total liabilities increased by RMB 200,859 million, or 24.7%, to RMB 1,013 billion in 2009 from RMB 812,622 million in 2008.
Liabilities of Insurance Contracts
Liabilities of insurance contracts increased by RMB 155,299 million, or 23.4%, to RMB 818,164 million in 2009 from RMB 662,865 million in 2008. This was primarily due to an increase in business volume and the accumulation of insurance liabilities.
Financial Liabilities
Financial liabilities increased by RMB 24,426 million, or 31.9%, to RMB 100,879 million in 2009 from RMB 76,453 million in 2008. This was primarily due to an increase in securities sold under agreements to repurchase.
Policyholder Dividends Payable
Policyholder dividends payable increased by RMB 11,409 million, or 26.4%, to RMB 54,587 million in 2009 from RMB 43,178 million in 2008. This was primarily due to an increase in investment yield for participating products and an increase in unrealized profit of financial assets (available for sale).

fiscal year 2012.

100


Annuity and Other Insurance Balances Payable
Annuity and other insurance balances payable increased by RMB 741 million, or 14.9%, to RMB 5,721 million in 2009 from RMB 4,980 million in 2008. This was primarily due to the accumulation of insurance liabilities.
Deferred Tax Liabilities
Deferred tax liabilities increased by RMB 6,017 million, or 58.2%, to RMB 16,361 million in 2009 from 10,344 million in 2008. This was primarily due to an increase in unrealized profit from financial assets (available for sale).
Equity Attributable to Equity Holders of the Company
As of December 31, 2009, equity attributable to equity holders of the Company was RMB 211,072 million and increased by RMB 37,125 million, or 21.3%, from RMB 173,947 million as of December 31, 2008. This increase was primarily due to an increase in business volume and investment yields.
B.  LIQUIDITY AND CAPITAL RESOURCES

Liquidity Sources

Our principal cash inflows come from insurance premiums, deposits from investment contracts, proceeds from sales and maturity of financial assets and investment income. The primary liquidity concerns with respect to these cash inflows are the riskrisks of early withdrawals by contract holders and policyholders, as well as the risks of default by debtors, interest rate changes and other market volatilities. We closely monitor and manage these risks. See “Item 4. Information on the Company—Business Overview—Investments”.

Additional sources

Our cash and bank deposits provide us with a source of liquidity to meet unexpectednormal cash outflows are available from our investment portfolio.outflows. As of December 31, 2010,2013, the amount of cash and cash equivalents was RMB 47,85421,330 million. In addition, substantially all of our term deposits with banks allow us to withdraw funds on deposit, subject to a penalty interest charge. As of December 31, 2010,2013, the amount of term deposits was RMB 441,585664,174 million. As of December 31, 2010, investments in debt securities had a fair value of RMB 606,269 million.

Our investment portfolio also provides us with a source of liquidity to meet unexpected cash outflows. As of December 31, 2010,2013, investments in debt securities had a fair value of RMB 835,738 million and investments in equity securities had a fair value of RMB 195,918 million and investments in debt securities had a fair value of RMB 606,269154,957 million. However, the PRC securities market is still at an early stage of development, and we are subject to market liquidity risk because the market capitalization and trading volumes of the public exchanges are relatively lower than those in more developed financial markets. We are also subject to market liquidity risk due to the large size of our investments in some of the markets in which we invest. From time to time, some of our positions in ourholdings of investment securities may be large enough to have an influence on the market value. These factors may limit our ability to sell these investments at an adequate price, or at all.

Liquidity Uses

Our principal cash outflows primarily relate to the liabilities associated with our various life insurance, annuity and accident and health insurance products, dividends and interest payments on our insurance policies and annuity contracts, operating expenses, income taxes and dividends that may be declared and payable to our shareholders. LiabilitiesCash outflows arising from our insurance activities primarily relate to benefit payments under these insurance products, as well as payments for policy surrenders, policy withdrawals and policy loans.

We believe that our sources of liquidity are sufficient to meet our current cash requirements.

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Consolidated Cash Flows

We have established a cash flow testing system and conduct regular tests to monitor the cash inflows and outflows under various changing circumstances and adjust accordingly the asset portfolio to ensure sufficient sources of liquidity.

The following sets forth information regarding consolidated cash flows for the periods indicated.

Net cash inflow from operating activities was RMB 178,60068,292 million in 2010, an increase2013, a decrease of RMB 28,90063,890 million, or 48.3%, from RMB 149,700132,182 million in 2009.2012. This increasedecrease was primarily due to an increase in written premiumsinsurance benefits and a decrease in claims payments.

claims.

Net cash outflow from investing activities was RMB 135,93760,233 million in 2010,2013, a decrease of RMB 27,814143,571 million, or 70.4%, from RMB 163,751203,804 million in 2009.2012. This decrease was primarily due to the demand of investment management.

Net cash outflow used infrom financing activities was RMB 30,68156,105 million in 2010,2013, a changedecrease of RMB 46,848141,194 million from net cash inflow of RMB 16,16785,089 million in 2009.2012. This changedecrease was primarily due to an increase in distributions of cash dividends in 2010 and the demand of liquidity management.

Our global share offering in December 2003 provided cash proceeds of approximately RMB 24,707 million (US$3,062 million). As of the date of this annual report, a substantial part of the cash proceeds from our global offering was held in bank deposit accounts denominated in foreign currencies in China, part of the cash proceeds was invested in stockssecurities listed on overseas stock exchanges, and part of the cash proceeds was invested in debt securities denominated in foreign currencies. We gradually converted approximately US$300 million of the cash proceeds into Renminbi to reduce foreign exchange risks. We invested approximately US$433 million, in addition to RMB 2,282 million, in Guangdong Development Bank in December 2006. We used a total of approximately HK$5.8 12 billion for investments in Sino-Ocean Land Holdings Limited during its target offering in 2009.

2009, 2010 and 2013.

Our A share offering in December 2006 provided cash proceeds of approximately RMB 27,810 million. As at the end of 2010,2013, the cash proceeds from our A share offering were used to increase our share capital.

Our issuance of subordinated term debt in June and November 2012 provided cash proceeds of approximately RMB 37,990 million. As at the end of 2013, cash proceeds from the issuance of subordinated term debt were used to replenish our supplementary capital and raise our solvency ratio in accordance with applicable laws and approvals by regulatory authorities.

Ratio of Assets and Liabilities

Our ratio of assets and liabilities (total liabilities divided by total assets) as at December 31, 2008,2013, December 31, 20092012 and December 31, 20102011 are as follows:

             
  As at December 31, 2008  As at December 31, 2009  As at December 31, 2010 
 
Ratio of assets and liabilities  82.29%  82.65%  85.08%

 

   As at December 31,
2011
  As at December 31,
2012
  As at December 31,
2013
 

Ratio of assets and liabilities

   87.79  88.25  88.72

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Insurance Solvency Requirements

The solvency ratio of an insurance company is a measure of capital adequacy, which is calculated by dividing the actual capital of the company (which is its admissible assets less admissible liabilities, determined in accordance with relevant CIRC rules) by the minimum capital it is required to meet. See “Item 4. Information on the Company—Business Overview—Regulatory and Related Matters—Insurance Company Regulation—Solvency requirements”. The following table shows our solvency ratio as of December 31, 2008, 20092011, 2012 and 2010:

             
  As of December 31, 2008  As of December 31, 2009  As of December 31, 2010 
  (RMB in millions, 
  except percentage data) 
Actual capital  124,561   147,119   123,769 
Minimum capital  40,154   48,459   58,385 
Solvency ratio  310.21%  303.59%  211.99%
The decrease2013:

   As of December 31,
2011
  As of December 31,
2012
  As of December 31,
2013
 
   (RMB in millions, except percentage data) 

Actual capital

   113,685    176,024    168,501  

Minimum capital

   66,826    74,718    74,485  

Solvency ratio

   170.12  235.58  226.22

Our solvency ratio decreased in our solvency ratio2013, which was primarily due to an increasethe combined effect of the decrease in comprehensive income, the minimum capital requirement resulting from ourdividend distribution for the previous year and the business development payment of dividends in 2010 and the volatility of the capital marketsCompany.

We issued subordinated term debt of RMB 28 billion and RMB 10 billion in 2010.

June and November 2012, respectively, by taking advantage of favorable market opportunities, which effectively improved our solvency ratio. The subordinated term debt was issued to qualified investors who meet applicable regulatory requirements, with a maturity term of ten years. With respect to the subordinated term debt of RMB 28 billion issued in June 2012, the coupon rate per annum for the first five years is 4.70%. We have the right to redeem at par value at the end of the fifth year. If we do not exercise the redemption right, the coupon rate per annum will be 6.70% for the second five years. With respect to the subordinated term debt of RMB 10 billion issued in November 2012, the coupon rate per annum for the first five years is 4.58%. We have the right to redeem at par value at the end of the fifth year. If we do not exercise the redemption right, the coupon rate per annum will be 6.58% for the second five years.

Contractual Obligations and Commitments

The following table sets out our contractual obligations and commitments as of December 31, 2010.

                     
          Later       
          than 3       
  Not  Later than  years but       
  later  1 year but  not later  Later    
  than  not later  than 5  than    
As of December 31, 2010 1 year  than 3 years  years  5 years  Total 
      (RMB in millions)     
Securities sold under agreements to repurchase  23,065            23,065 
Annuity and other insurance balances payable  8,275            8,275 
Insurance contracts  (12,805)  59,027   98,822   1,679,736   1,824,780 
Investment contracts  15,566   18,495   14,320   47,219   95,600 
Off balance sheet operating leases  338   365   88   42   833 
Capital commitments  4,847   235         5,082 
Total
  39,286   78,122   113,230   1,726,997   1,957,635 
2013.

   Not
later
than
1 year
   Later than
1 year but
not later
than 3 years
   Later
than 3
years but
not later
than 5
years
   Later
than
5 years
   Total 
   (RMB in millions) 

As of December 31, 2013

          

Securities sold under agreements to repurchase

   20,426     —       —       —       20,426  

Bonds payable

   2,388     37,146     40,511     —       80,045  

Annuity and other insurance balances payable

   23,179     —       —       —       23,179  

Insurance contracts

   30,721     120,270     109,561     2,237,733     2,498,285  

Investment contracts

   14,692     11,642     8,564     77,315     112,213  

Off balance sheet operating leases

   480     393     79     18     970  

Capital commitments

   10,477     281     27     4,800     15,585  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

   102,363     169,732     158,742     2,319,866     2,750,703  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Capital commitments mainly represent our commitments with respect to the acquisition of property, plant and equipment.

equipment, and our investments.

The amounts set forth in the table above for insurance contracts and investment contracts in each column are the cash flows representing expected future benefit payments on policies in force as at December 31, 2010,2013, relating to premiums received through December 31, 2010.2013. No consideration is given to future premiums payments and the cash flows resulting therefrom, even though in the case for traditional insurance policies and certain investment contracts, the receipt of such premiums is necessary for the policies to remain in full force. The estimate is affected by numerous assumptions (depending on the product type), including assumptions related to mortality, morbidity, lapses, withdrawals, credited rates, loss ratio, claim adjustment expenses and other assumptions which affect our estimates of future payments. Many of these assumptions are inherently uncertain and outside our control. Accordingly, the actual experience may differ from our estimates.

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Furthermore, as the benefit payments reported in the table above are not discounted from the date of payment back to December 31, 20102013 and do not reflect the impact of future premiums, the sum of these payment amounts are different from the amount of corresponding liabilities in our consolidated balance sheet as of December 31, 2010.2013. Policyholder dividends will not become a contractual obligation until the applicable policy anniversary is reached and the dividend amount is credited to the policy benefit liability or paid to the policyholder, and hence are not included in the table above. Reinsurance recoveries have not been taken into account.

Other than as set forth under capital commitments, we had no material, individually or in the aggregate, purchase obligations as of December 31, 2010.

2013.

C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES

None.

D. TREND INFORMATION

Please refer to our discussion in each section under “—Overview of Our Business”, “—Factors Affecting Our Results of Operations”, “—Critical Accounting Policies” and “—Operating Results”.

We review assumptions used in establishing reserves for long term insurance contracts and the impact of changes in these assumptions on our net profit. Changes in these assumptions might have a significant impact on our operating results. The changes in these assumptions resulted in an increasea decrease of RMB 6.4 billion1,493 million in profit before income tax in 2010,2013, an increase of RMB 8.1 billion318 million in profit before income tax in 20092012 and an increasea decrease of RMB 3.7 billion3,268 million in profit before income tax in 2008.2011. The sensitivity analysis of these assumptions is as follows:

holding all other variables constant, if mortality rates and morbidity rates increase or deceasedecrease from current best estimates by 10%, pre-tax profit for the year would have been RMB 9,99312,120 million or RMB 10,43512,660 million lower or higher.

holding all other variables constant, if lapse rates increase or deceasedecrease from current best estimates by 10%, pre-tax profit for the year would have been RMB 5,8625,460 million or RMB 6,2215,765 million lower or higher.

holding all other variables constant, if the discount rates are 50 basis points higher or lower than current best estimates, pre-tax profit for the year would have been RMB 26,85839,833 million or RMB 31,08445,292 million higher or lower.

See also NotealsoNote 4.1.3 and Note 13(c)14 to our consolidated financial statements included elsewhere in this annual report.

E. OFF-BALANCE SHEET ARRANGEMENTS

As of December 31, 2010, we had not entered into any2013, there were no off-balance sheet arrangements.

arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

See “—Liquidity and Capital Resources—Contractual Obligations and Commitments”.

 

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ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. DIRECTORS AND SENIOR MANAGEMENT

The following table sets forth information regarding our current directors and executive officers. Unless otherwise indicated, their business address is c/o China Life Insurance Company Limited, 16 Financial Street, Xicheng District, Beijing 100033, China.

Name

  

Age

  

Position

Yang Mingsheng

  
NameAgePosition
Yang Chao6158  Chairman of the board of directors and executive director

Wan Feng

  52President and executive director
Lin Dairen5255  Vice PresidentChairman and executivenon-executive director
Liu Yingqi

Lin Dairen

  5355  Vice President, executiveExecutive director and secretary of the board of directors

Miao Jianmin

  4649  Non-executive director
Shi Guoqing

Zhang Xiangxian

  5958  Non-executive director
Zhuang Zuojin

Wang Sidong

  5952  Non-executive director
Ma Yongwei

Sun Changji

  6971  Independent director
Sun Changji

Bruce Douglas Moore

  6964  Independent director
Bruce Douglas Moore

Anthony Francis Neoh

  6267  Independent director
Anthony Francis Neoh

Tang Jianbang

  6567  Independent director
Liu Jiade

Su Hengxuan

  4851  Vice president
Zhou Ying

Miao Ping

  5755  Vice president
Su Hengxuan

Liu Anlin

  4850  Vice presidentPresident
Miao Ping

Xu Hengping

  5355  Vice presidentChief operating officer
Shao Hwei-Chung

Li Mingguang

  5744  Chief actuary
Xu Hengping

Yang Zheng

  5243  Chief operatingfinancial officer

Zheng Yong

51Board secretary

Directors

Yang ChaoMingshenghas been our chairman and executive director since July 2005,May 2012. He has been the presidentchairman of CLIC and CLPCIC since May 2005March 2012, the chairman of China Life Insurance (Overseas) Company Limited since January 2013, and the chairman of CLPCICAMC since December 2006. Between May 2005 and January 2006, he was our president. Between 2000 and 2005,2013. Mr. Yang was the chairman and general managerhas many years of both China Insurance (Holdings) Company Limited and China Insurance H.K. (Holding) Company Limited. Mr. Yang graduated from Shanghai International Studies University and Middlesex Universityexperience in the United Kingdom, majoredfinancial industry. He served as vice chairman of the CIRC from 2007 to 2012, and worked for the Agricultural Bank of China from 1980 to 2007, where he held various positions such as vice president of the Shenyang branch, head of the industrial credit department and president of the Tianjin branch. He was appointed as vice president of the Agricultural Bank of China in English1997 and business administration, and obtained a Master’s degreewas then promoted to president of the Agricultural Bank of China in business administration.2003. Mr. Yang, a senior economist, has more than 30 yearsgraduated from the Faculty of experienceFinance of Nankai University with a master’s degree in the insuranceeconomics, majoring in monetary banking.

Wan Feng served as our president from September 2007 to March 25, 2014. Mr. Wan had been an executive director of our company since June 2006 and banking industries, and was awarded a special allowance by the State Council. He is currentlybecame the vice presidentchairman and non-executive director of National Association of Financial Market Institutional Investors, the chairman of the Chairmanship of China Federation of Industrial Economics, a member of Shanghai International Financial Center Construction Advisory Committee, a member of Association for Relations Across the Taiwan Straits and the vice president of China Silver Industry Association.

Wan Fenghas been our president since September 2007.company on March 25, 2014. He is also a vice president of CLIC, a director of AMC, a director of CLPCIC,and a director of China Life Pension and a director of GDB. He has been an executive director of our company since June 2006.Pension. Prior to serving as our president, he served as a vice president of our company since 2003. Mr. Wan has been in charge of our daily operations and management as authorized by board resolution since January 31, 2007. Mr. Wan received a BA degree in economics from Jilin College of Finance and Trade, a MBA from Open University of Hong Kong, and a doctorate in finance from Nankai University in Tianjin. Mr. Wan, a senior economist,Having worked in the Jilin Branch of People’s Insurance Company of China, the Hong Kong branch of Taiping Life Insurance Company and the Shenzhen and Hong Kong branches of China Life, he has 29accumulated over 30 years of experience in the life insurance industry and has previously worked at our Jilin branch, Shenzhen branch, Hong Kong branch and Hong Kong Taiping Life Insurance Company. Heindustry. Mr. Wan, a senior economist, was awarded a special allowance by the State Council. He is currently the director of China Life Charity Foundation, the deputy director of China Association of Actuaries, a deputy director of Insurance Association of China, an executive director of Insurance Institute of China and a director of China Insurance Guarantee Fund Committee.

105


Lin Dairen was appointed by our board of directors as our president on March 25, 2014and his qualification as our president is subject to the approval of the CIRC. Mr. Lin has been an executive director of our company since October 27, 2008. Mr. Lin has2008, and served as a vice president of our company since 2003 and as the executive director and president of China Life Pension fromsince November 2006. Mr. Lin graduated in 1982 with a bachelor’s degree in medicine from Shandong Province Changwei Medical Institute. Mr. Lin, a senior economist, was awarded special allowance by the State Council. He has 29over 30 years of experience in the life insurance industry and has accumulated extensive experience in insurance business operations and management. He is currently the executive director of the Insurance Institute of China, the executive directorvice chairman of the Labor Institute of ChinaSocial Security Council and the executive director of Peking University China Center for Insurance and Social Security Research.
Liu Yingqihas been an executive directorResearch of our company since October 27, 2008. Ms. Liu has served as a vice president of our company since January 2006, and as the Secretary of our board of directors since May 30, 2008. Ms. Liu has been a director of China Life Pension since November 2006. Between August 2003 and January 2006, Ms. Liu was the chairperson of our board of supervisors. Ms. Liu graduated with a BA in economics from AnhuiPeking University in 1982. Ms. Liu, a senior economist, has extensive experience in operation and management and over 24 years of experience in the operation and management of life insurance businesses and insurance administration. She is currently a director of the Insurance Institute of China.
.

Miao Jianminhas been a non-executive director of our company since October 27, 2008. Mr. Miao has been ais also the vice chairman and president of CLIC since December 2005.CLIC. Currently he also serves as a director of AMC and the chairman of China Insurance Plaza Company Limited. Mr. Miao also serves as the chairman of both AMC andthe China Life FranklinAssociation of Insurance Asset Management Company Limited,and the Chinese alternate representative of ABAC (APEC Business Advisory Council), the director of the Insurance Association of China, theexecutive director of China Finance 40 Forum and a member of the expert panel for the planning of the PBOC’s “12th Five-year Program for Development and Reform of the Financial Industry”.Forum. He was awarded a special allowance by the State Council. He isIn 2009, he was named one of the state-level candidates“State-level Candidate for the New Century Talents Projects of 2009Project” and one of the “60 peoplePeople in China Insurance Industry in the 60-year History of New China”. Mr. Miao graduated from the post-graduate division of the PBOC with a major in money and banking. He studied in the insurance faculty of Central University of Finance and Economics from 1982 to 1986.with a doctor’s degree in finance. Before that, Mr. Miao graduated from the post-graduate division of the People’s Bank of China with a master’s degree in money and banking and the Central University of Finance and Economics with a bachelor’s degree in insurance. He is a senior economist.

Shi GuoqingZhang Xiangxianhas been a non-executive director of our company since 2004. Mr. Shi isJuly 2012. He became the secretary of Commission for Disciplinary Inspection of CLIC in October 2006. He also aserved as the vice president and compliance officer of CLIC from August 2003, and the chairman of China Life Insurance (Overseas) Co., Ltd., director of Beijing Oriental Plaza Company Limited, director of Hong Kong Huiyen Holding Company Limited, director of China World Trade Center Limited, director of China World Trade Center Company Limited, director of China World Trade Investments Limited, chairman of Shanghai PICC Tower Limited, and director of Shanghai Lujiazui Finance & Trade Zone United Development Co., Ltd.2008. Mr. Shi graduated from Foreign Trade and Business College of Beijing in 1976. Mr. Shi, a senior economist,Zhang has over 30many years of experience in the insurance industry and has accumulated extensive experienceheld various positions from 1993 to 2006, including, the director of the promotion division of the general office and deputy general manager of the general office of the People’s Insurance Company of China, the office director of the CIRC, the deputy office director (in charge) of the Shenzhen office of the CIRC, and the director of the administrative department of representative agencies of the CIRC. Mr. Zhang is a senior editor and obtained a master’s degree in the operationbusiness administration for senior management from Zhongnan University of Economics and management of insurance businesses.

Law.

Zhuang ZuojinWang Sidonghas been a non-executive director of our company since June 2006, and has served as aJuly 2012. He became the vice president of CLIC, from August 2003the chairman of IHC and a director of AMC from June 2004. She has acted as a director of China Life Franklin Asset ManagementPension in June 2004. Mr. Wang worked for the Ministry of Foreign Economic Relations and Trade, the Xinhua News Agency Hong Kong Branch, and the Hong Kong Chinese Enterprises Association. He served as deputy director of the general office of China Life Insurance Company, Limiteddeputy general manager of its Zhejiang branch and deputy director of the shares reform office of China Life Insurance Company from May 2006. Ms. Zhuang2000. Mr. Wang was the director of the general office of CLIC in 2003. Mr. Wang graduated from Correspondence CollegeShandong University with a bachelor’s degree of CCP School, majoredarts, majoring in economicsChinese language and management and studied probability and statistics (major in insurance actuary) in Zhejiang University from September 1998 to January 2000. Ms. Zhuang, a senior accountant, has worked in the insurance industry for over 30 years, and has accumulated extensive experience in the operation and management of insurance businesses. She is currently the vice president of Financial Accounting Society of China.

literature.

106


Ma Yongweihas been an independent director of our company since 2006. Mr. Ma has been a member of the Standing Committee of National Committee of Chinese People’s Political Consultative Conference since 2003. He was the chairman of the CIRC from 1998 to 2002. From 1996 to 1998, he served as the chairman and president of former China Insurance Group Company, from 1994 to 1996 as the chairman and president of former People’s Insurance Company of China and from 1984 to 1994 served as the governor of Agricultural Bank of China. Mr. Ma graduated from finance department of Liaoning Finance and Economic University in 1966. Mr. Ma, a researcher, has over 38 years of experience in the banking industry and the insurance industry.
Sun Changjihas been an independent director of our company since May 2009. From January 1968, Mr. Sun worked in Sichuan Oriental Turbine Factory, serving as a section head, workshop director, deputy factory manager and factory manager. In July 1991, he was appointed as the deputy director-general of the production department of the Ministry of Machinery Industry of China, and he became the vice minister of the Ministry of Machinery Industry of China in April 1993. In April 1998, he became the first deputy director-general of the State Administration of Machinery Industry of China (deputy ministerial level). He became the deputy party secretary and vice president (deputy ministerial level) of Bank of China in January 1999. From September 1999 to August 2001, he served concurrently as the president of China Orient Asset Management Corporation. He became the vice chairman of Bank of China in November 2000, the vice chairman of Bank of China (Hong Kong) Limited in September 2001 and the secretary of commission for disciplinary inspection of Bank of China in June 2003 concurrently. FromSince August 2004, he has served primarily as the vice chairman of Bank of China (Hong Kong) Limited, and served as the vice chairman of China Machinery Industry Federation concurrently. Mr. Sun, now a researcher-level senior engineer, graduated from Tsinghua University in September 1966.

Bruce Douglas Moorehas been an independent director of our company since May 2009. From 2002 to 2007, Mr. Moore was partner-in-charge of Asian actuarial services for Ernst & Young. He wasYoung, based in Beijing for this job. He hadBeijing. Previously , he served in actuarial leadership roles with Ernst & Young in New York and Tokyo. From 1995 to 2000, he was the head of international actuarial services in New York with Ernst & Young. In 2000, Mr. Moore worked with Ernst & Young in Beijing and was in charge of the business in Asian markets (including Japan). In 2001, he was responsible for Japan actuarial services in Tokyo. InSince 2002, he was responsible for Asian actuarial services in the Asian market (excluding Japan actuarial services)Japan) in Beijing.Ernst & Young’s Beijing office. From 1982 to 1995, he worked in various senior financial management roles at Prudential Life Insurance (U.S.). Mr. Moore graduated from Brown University in 1971, with a major in applied mathematics. Mr. Moore is an FSA, FCAS, MAAA and CFA. Mr. Moore has over 3536 years of experience serving the insurance industry as an executive or a consultant.

Anthony Francis Neohhas been an independent director of our company since June 2010. Mr. Neoh currently serves as a member of the International Consultation Committee of the CSRC. Prior to that, he served as a chief advisor to the CSRC, a member of the Basic Law Committee of the Hong Kong Special Administrative Region under the Standing Committee of the National People’s Congress of China and Chairman of the Hong Kong Securities and Futures Commission. From 1996 to 1998, he was the chairman of the Technical Committee of the International Organization of Securities Commissions. He was appointed as Queen’s Counsel (now known as Senior Counsel) in Hong Kong in 1990. Mr. Neoh graduated from the University of London with an honoursa degree in Law in 1976. He is a barrister of England and Wales and admitted to the State Bar of California. In 2003, he was conferred the degree of Doctor of Laws, honoris causa by the Chinese University of Hong Kong. He was elected as Honorary Fellow of the Hong Kong Securities Institute and Academician of the International Euro-Asian Academy of Sciences in 2009. Mr. Neoh was a non-executive director of Global Digital Creations Holdings Limited from November 2002 to December 2005, and an independent non-executive director of the Link Management Limited, and a manager of the Link Real Estate Investment Trust, from September 2004 to March 2006. SinceFrom August 2004 to September 2013, he has been servingserved as an independent non-executive director of Bank of China Limited, and since November 2004, he Limited.

Tang Jianbanghas been serving as an independent non-executive director of our company since July 2012. He has many years of experience in the financial services sector. He successively served as the deputy director, deputy head and head of the information computer department of Agricultural Bank of China, Shenhua Energy Co Limited.

headquarters from November 1983 to March 1996. He was the general manager of the international business department of Agricultural Bank of China in March 1996, the assistant president and general manager of the international business department of its headquarters in June 1998, the assistant president and concurrently the president of Agricultural Bank of China, Hong Kong branch, in October 1999, and the vice president of Agricultural Bank of China in October 2000. He retired in April 2008. From May 2008 to May 2012, Mr. Tang served as the chairman of the supervisory committee of ABC-CA Fund Management Co., Ltd. Mr. Tang obtained a master’s degree in computer science and engineering from Tsinghua University in 1981 and a doctorate degree in science and management engineering from Beijing University of Aeronautics and Astronautics in 2000.

107

Supervisors


Supervisors
The following table sets forth information regarding our current supervisors.

Name

  

Age

  

Position

Xia Zhihua

  
NameAgePosition
Xia Zhihua5559  Chairperson of the board of supervisors

Shi Xiangming

  5254  Supervisor
Yang Hong

Luo Zhongmin

  4463  Supervisor

Yang Cuilian

49  Employee representative supervisor
Wang Xu

Li Xuejun

  4443  Employee representative supervisor
Tian Hui59Supervisor

Xia Zhihuahas been a supervisor of our company since January 2006 and the chairperson of our board of supervisors since March 2006. She was a deputy director of National Debt Bureau of the Ministry of Finance from July 1997 to June 1998, and a deputy director of National Debt and Finance Bureau of the Ministry of Finance from July 1998 to June 2000. Ms. Xia served as the State Council’s representative in CLIC,the Supervisory Committee of important state-owned financial institutions, designated supervisor of bureau levelassistant bureau-level grade official and office director of the board of supervisors of China Export & Credit Insurance Corporation from August 2003July 2000 to December 2005. Ms. Xia had 16 years work experience in the State Ministry of Finance relating to economicOctober 2001, and financial management and 6 years of working experience as the State Council’s representative in the board of supervisors of important state-owned important financial institutions.institutions, designated supervisor of bureau-level grade official from November 2001 to December 2005. Ms. Xia graduated from Xiamen University, majoring in politics and economics at the department of economics, and majoring in world economics at Xiamen University in 1982 and received a BA degree in politics and economics. She graduated from departmentthe college of economics at Xiamen University infrom February 1978 to November 1984, and received a MAbachelor’s degree and a master’s degree in world economics.

Ms. Xia is also the executive director of China Institution of Internal Audit, and received the qualification of Certified Internal Auditor (CIA).

Shi Xiangminghas been a supervisor of our company since May 2009 and the general manager of the supervisory department of our company since September 2008. Mr. Shi served as the deputy general manager of the human resources department and the office director of our company from September 2003 to September 2008. From March 2002 to August 2003, Mr. Shi served as the deputy general manager of ourthe supervisory department of China Life Insurance Company. Mr. Shi graduated from the chemistry school of the first branch college of Beijing University, and received a bachelor’s degree in science.

Yang HongLuo Zhongminhas been a supervisor of our company since October 2006July 2012. Mr. Luo has many years of experience in the insurance sector and is currentlyfamiliar with the insurance market and insurance regulatory matters. He joined the People’s Insurance Company of China, Gansu branch, in 1988 and subsequently served as the deputy general manager (in charge) of our research and development center. From July 2003 to January 2011, Ms. Yangthe provincial branch. He served as assistant general manager, deputy general managerthe director of our business management departmentHunan Insurance Regulatory Bureau in 2001 and general managerthe chairman of our customer service department. Ms. Yangthe Insurance Institute of China from 2008 to November 2011. Mr. Luo, a senior economist, graduated in the computer department of Jilin Universityfrom Gansu Finance and Trade College with a bachelor’s degree.

college diploma in business and economic management.

Wang XuYang Cuilianhas been a supervisor of our company since May 2009 andJuly 2012. Ms. Yang has been serving as the office directorgeneral manager of the group business department of our company since April 2009. HeJanuary 2011. Ms. Yang joined our company in July 1984. She successively served as the deputy office director in charge, deputy general manager of the group life insurance sales department, and deputy chief, chief and deputyJiangxi branch, general manager of the health insurancePingxiang branch, manager of the group sales department of our company from January 1999 to April 2009. He also served as a doctor-in-chargeJiangxi branch, and manager of the orthopedicsbusiness management department of China Aerospace Central Hospital from 1989 to 1999. Mr. Wangthe Jiangxi branch. Ms. Yang, a senior economist, graduated from Suzhou Medical InstituteParty School of the Central Committee of C.P.C., majoring in economic management with a bachelor’s degree in medicine in 1989 and obtained a financial MBA degree from Chinese University of Hong Kong in 2004. Mr. Wang is an associate senior doctor.

degree.

108


Tian HuiLi Xuejunhas been a supervisor of our company since June 2004.July 2012. Mr. Li has been serving as the general manager of the training department of our company since January 2011. Mr. Li joined our company in November 1997. He is currentlysuccessively served as deputy general manager of the directortraining department of our company (in charge), assistant general manager of the Shanghai branch, general manager of the Shanghai Songjiang sub-branch, and party secretarygeneral manager of China Coal International Engineering Research Institute. He was the directorhuman resources department of the Shanghai branch. Mr. Li worked for Shanghai Finance College (now known as Shanghai Finance University) from July 1994 to October 1997. Mr. Li, a senior economist, graduated from the department of insurance at Central Finance College (now known as Central University of Finance and party secretary of China Coal International Engineering Research Institute from June 2006 to April 2008 and director and deputy party secretary of China Coal International Engineering Research Institute from 2000 to 2006. Mr. Tian obtainedEconomics) in 1994, majoring in international insurance with a bachelor’s degree from Fuxin Minery School and a doctor’s degree from China University of Mining & Technology Beijing respectively. Mr. Tian is a professor-level senior engineer and a master of China construction design, and was awarded a special allowance by the State Council.
in economics.

Senior Management

Wan FengLin Dairen,see “—Directors and Senior Management—Directors” for his profile.

Lin Dairen, see “—Directors and Senior Management—Directors” for his profile.
Liu Yingqi, see “—Directors and Senior Management—Directors” for her profile.
Liu Jiadehas been a vice president of our company since 2003 and a director of AMC from June 2004. Mr. Liu has served as a director of China Life Franklin Asset Management Company Limited since May 2006, and as a director of GDB since December 2006. He became the vice director of the finance bureau of the Ministry of Finance since 2000. Mr. Liu is a graduate of Central Finance College in 1984 (now Central University of Finance and Economics), with a bachelor’s degree in public finance. He is currently a director of the Insurance Institute of China and a member of the State Ministry of Finance Accounting Informationization Committee.
Zhou Yinghas been a vice president of our company since August 2008 and served as the secretary of our commission for disciplinary inspection since November 2006. Mr. Zhou served as the director of the Fifth Office (at deputy bureau level) and as a designated supervisor at (deputy bureau level) in Beijing State-owned Enterprise Supervisory Committee from May 2004 to November 2006. Mr. Zhou graduated from University of Science and Technology of China with a MBA.

Su Hengxuanhas been a vice president of our company since August 2008. Mr. Su served as assistant to president of our Company from January 2006 to July 2008. Mr. Su has acted as a director of CLPCIC since November 2006 and a director of Insurance Professional College since December 2006. He was the general manager of our individual life insurance business department from 2003 to 2006. Mr. Su graduated from Banking School, Henan Province in 1983, and graduated from Wuhan University in 1998 with a bachelor’s degree in insurance and finance, majoredmajoring in insurance.insurance, and graduated from the school of management of University of Science and Technology of China in July 2011 with a Ph.D degree in management, majoring in management science and engineering. Mr. Su, a senior economist, has over 2830 years of experience in the Chinese life insurance industry and insurance management. He is currently the chairman of the Insurance Marketing Association of the Insurance Association of China.

China and a member of China Advisory Panel Financial Planning Standards Board.

Miao Pinghas been a vice president of our company since December 2009. He served asbecame the general manager of our Jiangsu branch fromin September 2006. Mr. Miao served asbecame the general manager of our Jiangxi branch fromin September 2004 and as a deputy general manager of our Jiangsu branch fromin April 2002. Mr. Miao graduated from the Correspondence College of Yangzhou University in 1996, majoredmajoring in economics and management. Mr. Miao, a senior economist, has over 30 years of experience in the operation of life insurance business and the management of insurance business.

Hwei-Chung ShaoLiu Anlinhas been the vice president of our company since March 2013. He has been a member of the party committee of our company since February 2013, and also serves as the party secretary and general manager of our Beijing branch. From December 2012 to February 2013, Mr. Liu was the person-in-charge (with equivalent level as assistant to the president of the Company) of our Beijing branch. From 2009 to 2012, he was the party secretary and general manager (with equivalent level as assistant to the president of the Company) of our Jiangsu branch. From 2006 to 2009, Mr. Liu was our chief actuary since March 2007.information technology officer (with equivalent level as assistant to the president of the Company), and was also the party secretary and general manager of our Beijing research and development center in 2008. From 2003 to 2006, Mr. Liu was the general manager of our information technology department. Prior to that, Ms. Shao was a seniorMr. Liu had assumed various positions as person-in-charge of our information technology department, deputy presidentgeneral manager of our human resources department, assistant to the general manager of our Gansu branch, and chief actuary of subsidiariesdeputy head of the Prudential Financial Groupcomputer department (in charge of work). Mr. Liu graduated from the United States,Mathematics and has accumulated extensive working experienceMechanics Department of Lanzhou University, majoring in insurance companies. She acted as the presidentcomputer mathematics, and senior officer of many actuary societies, and obtained the qualifications of CFA (Chartered Financial Consultant), CERA (Chartered Enterprise Risk Analyst), CEBS (Certified Employee Benefit Specialist), CHFC (Chartered Financial Consultant), CLU (Chartered Life Underwriter), MAAA (Member of the American Academy of Actuaries), FSA (Fellow of the Society of Actuaries), etc. Ms. Shao obtained a bachelor’s degree from National Chengchi University in Taiwan andScience in 1985. He also obtained a master’s degree in Business Administration from Tsinghua University in 2006. Mr. Liu has over 24 years of experience in operation and management of life insurance business and in insurance administration, during which he gained extensive experience in operation and management. Mr. Liu was awarded special allowance by the University of Iowa, U.S. SheState Council and is currently a member of Society of Actuaries of Greater China.

senior engineer.

109


Xu Hengpinghas been the chief operating officer of our company since August 2010. Mr. Xu served as the general manager of our Fujian branch since April 2007. Mr. SuXu served as the deputy general manager of our Fujian branch since December 2002 and assistant to the general manager of our Fujian branch since September 1998.1998, and director of personal insurance division of our Fujian branch since July 1996. Mr. Xu once served as general manager of the sales department and general manager of the Longyan branch of Fuzhou Life Insurance Company Limited. Mr. Xu graduated in 2004 with a major in finance from Hunan University, Network College. Mr. Xumajoring in finance. Mr.Xu, a senior economist, has over 3033 years of experience in Chinesethe operation of life insurance business and the management industry.of insurance business.

Li Mingguang has been our chief actuary since March 2012. Mr. Li joined our company in 1996 and subsequently served as deputy director, director, assistant to the general manager of product development department, person in charge of actuarial matters of our company and general manager of our actuarial department. Mr. Li graduated from Shanghai Jiao Tong University with a bachelor’s degree in computer science in 1991, Central University of Finance and Economics with a master’s degree in actuarial science in 1996 and Tsinghua University with an EMBA in 2010. He also studied at the University of Pennsylvania in the United States in 2011. Mr. Li is a fellow of the China Association of Actuaries (FCAA) and a fellow of the Institute and Faculty of Actuaries (FIA). He was the chairman of the first session of the China Actuarial Work Committee and the secretary-general of the first session of the China Association of Actuaries. He is currently the secretary-general of the China Association of Actuaries and an executive director of the board of directors of the Insurance Institute of China.

Yang Zheng has been our chief financial officer since April 2013. Mr. Yang became the qualified accountant of our company in 2006. He served as assistant to general manager, deputy general manager and general manager of the finance department of our company since 2005. Mr. Yang has been a director of AMC since 2009 and has been a director of Sino-Ocean Land Holdings Limited since 2011. Mr. Yang was the senior financial analyst of MOLEX in America between 2000 and 2005. Mr. Yang graduated from Beijing University of Technology in 1993 and obtained a bachelor’s degree in engineering. He obtained an MBA from Northeastern University in America in 2000. He is a member of the American Institute of Certified Public Accountants (AICPA) and a member of the Association of Chartered Certified Accountants (ACCA). He is currently a director of the eighth session of the Board of the Accounting Society of China, a member of the National Accounting Informatization and Standardization Technical Committee and a member of the China Insurance Solvency Regulatory Standard Committee.

Zheng Yong has been the board secretary of our company since June 2013. He previously held positions as department head at the Ministry of Justice of the PRC, a practicing lawyer at Beijing Long An Law Firm, China Legal Service Ltd. (Hong Kong), and Beijing De Heng Law Offices, the deputy general manager of our department of legal affairs, company secretary, and general manager of our legal and compliance department, and an executive director and deputy president of China Guangfa Bank Co., Ltd. Mr. Zheng received his LL.B. degree from Peking University, and LL.M. degrees from the China University of Political Science and Law and University of Essex (UK). Mr. Zheng was a visiting researcher at Harvard Law School and Harvard Kennedy School of Government in the United States from August 1996 to October 1997. Mr. Zheng currently serves as an arbitrator of the China International Economic and Trade Arbitration Commission, and is a senior economist.

B. COMPENSATION

Compensation of Directors, Supervisors and Officers

Our directors, supervisors and executive officers receive compensation in the form of salaries, bonuses and other benefits-in-kind, including our contribution to the pension plan on behalf of our directors, supervisors and executive officers. As required by PRC regulations, we participate in various defined contribution retirement plans organized by provincial and municipal governments for our employees, including employees who are directors, supervisors and executive officers.

The following table sets forth the amounts of compensationscompensation paid to each of our directors and supervisors for the fiscal year ended December 31, 2010.2013. The total compensation package for our chairman of the board of directors, executive directors and chairman of the board of supervisors and executive directors for the year ended December 31, 20102013 has not yet been finalized in accordance with regulations of the relevant PRC authorities. The amount of the compensation not provided for is not expected to have a significant impact on our financial statements for the year ended December 31, 2010.2013. We will make further disclosure of the amount of the final compensation when it is determined.

                     
              Compensation    
              for loss of    
      Inducement  Other(1)  office as    
Name Salaries/Fees  Fees  Benefits  director  Total 
In RMB 
Yang Chao  774,600      385,900      1,160,500 
Wan Feng  734,400      361,200      1,095,600 
Lin Dairen  693,600      341,500      1,035,100 
Liu Yingqi  693,600      359,900      1,053,500 
Miao Jianmin               
Shi Guoqing               
Zhuang Zuojin               
Sun Shuyi(2)
               
Ma Yongwei               
Sun Changji               
Bruce Douglas Moore  320,000            320,000 
Anthony Francais Neoh  175,000            175,000 
Xia Zhihua  693,600      341,800      1,035,400 
Shi Xiangming  587,800      291,900      879,700 
Yang Hong  562,200      289,800      852,000 
Wang Xu  562,200      272,500      834,700 
Tian Hui  150,000            150,000 
                
 
Total
  5,947,000      2,644,500      8,591,500 
                

Name

  Salaries/Fees   Inducement
Fees
   Other (1)
Benefits
   Compensation
for loss of
office as
director
   Total 
   RMB in ten thousands 

Yang Mingsheng

   44.95     —       38.32     —       83.27  

Wan Feng(2)

   40.45     —       35.30     —       75.75  

Lin Dairen(3)

   40.01     —       34.94     —       74.95  

Liu Yingqi(4)

   40.01     —       34.94     —       74.95  

Miao Jianmin

   —       —       —       —       —    

Zhang Xiangxian

   —       —       —       —       —    

Wang Sidong

   —       —       —       —       —    

Sun Changji

   —       —       —       —       —    

Bruce Douglas Moore

   32.00     —       —       —       32.00  

Anthony Francais Neoh

   30.00     —       —       —       30.00  

Tang Jianbang

   —       —       —       —       —    

Xia Zhihua

   40.01     —       34.94     —       74.95  

Shi Xiangming

   61.55     —       33.27     —       94.82  

Luo Zhongmin

   15.00     —       —       —       15.00  

Yang Cuilian

   58.98     —       33.80     —       92.78  

Li Xuejun

   58.98     —       32.90     —       91.88  
  

 

 

     

 

 

     

 

 

 

Total

   461.94     —       278.41     —       740.35  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(1) Include benefits-in-kind, social insurance, and housing fund and enterprise annuity to be paid by the employer.
(2) Resigned as president, became a non-executive director and was elected as our vice chairman on March 25, 2014.
(3)Appointed as president on March 25, 2014. His qualification remains subject to the independentapproval of the CIRC.
(4)Resigned as vice president and executive director on June 30, 2010.March 25, 2014.

110


The following table sets forth the amounts of compensation paid to each of our executive officers other than those disclosed in the table above, including vice presidents and assistant to our president who are not our directors and our chief operating officer, chief actuary, chief financial officer and chairman of the communist party disciplinary commission,board secretary, for the year ended December 31, 2010.2013. The total compensation package for our executive officers for the year ended December 31, 20102013 has not yet been finalized in accordance with regulations of the relevant PRC authorities. The amount of the compensation not provided for is not expected to have a significant impact on our financial statements for the year ended December 31, 2010.2013. We will make further disclosure of the amount of the final compensation when it is determined.
The HKSE Listing Rules do not require the disclosure of compensation of senior management on an individual basis. The following information was disclosed by us in our A share annual report for the fiscal year ended December 31, 2010.

Name

  Total 
   In RMB in ten
thousands
 

Liu Jiade(1)

   1,054,40074.95  

Zhou Ying(2)

   1,035,10074.95  

Su Hengxuan

   1,047,80074.95  

Miao Ping

   1,021,00074.87  
Hwei-Chung Shao

Liu Anlin(3)

   3,381,80064.76  

Xu Hengping

   421,70070.55  

Li Mingguang

   72.62  
Total

Yang Zheng(4)

   7,961,80050.50

Zheng Yong(5)

51.44

Total

609.59

 

(1)Resigned as our vice president on March 25, 2014.
(2)Resigned as our vice president in April 2014.
(3)Appointed as our vice president in March 2013.
(4)Appointed as our chief financial officer in April 2013.
(5)Appointed as our board secretary in June 2013,

The aggregate amount of compensation we paid to our five highest paid individual employees, including threetwo directors and two senior management membersthree supervisors during the year ended December 31, 2010,2013, was approximately RMB 7,745,8004.39 million (US$1,173,606)0.72 million). The amount of compensation we paid to our highest paid individual employee, during the year ended December 31, 20102013 was approximately RMB 3,381,8000.95 million (US$512,394)0.16 million).

Senior Management Compensation

Our senior management’s compensation consists of four components, including basic salaries, performance-based salaries, fringe benefits and mid to long-term incentive compensation.

We have set up a comprehensive performance management system. A performance appraisal method for officers of our headquarters is used to appraise the performance of the officers annually based on the achievement of insurance contract objectives.objectives set forth in their employment contracts. Measures for such appraisal include a quantitative index for business performance as well as a qualitative index for management performance. Specifically, the business performance index includes our major business indices,objectives, establishing a connection between the achievement of our major business targets and the officers’ performance appraisal.

In accordance with relevant policies of the PRC government, no stock appreciation rights of our company were granted or exercised in 2010.

2013. For other details of senior management compensation,the stock appreciation rights which were previously granted by us, please refer toNote 29 to “Item 6. Directors, Senior Management and Employees—Compensation—Senior Management Compensation System”our consolidated financial statements included elsewhere in ourthis annual report on Form 20-F for the fiscal year ended December 31, 2007, as filed on April 25, 2008.

report.

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C. BOARD PRACTICES

General

Our board of directors consists of eleventen members. Our directors are elected to serve a term of three years, which is renewable upon re-election. Our directors are elected at meetings of our shareholders, and, unless they resign at an earlier date, are deceased or removed, will serve three-year terms. The current term offor our current board of directors startedbegan in May 2009 and will expire in MayJuly 2012. Our directors are not currently entitled to severance benefits other than benefits provided by law upon termination of employment. In the event our Company is acquired, including an acquisition of control by another person, and a director leaves employment or retires following the acquisition, the director may receive severance and other payments upon approval by the shareholders in general meeting.

We have identified various board members as being “independent”, in accordance with Hong Kong laws and regulations. These requirements vary in certain respects from independence requirements under U.S. law. The members of our audit committee are independent as defined by the rules of the Securities and Exchange Act and the New York Stock Exchange which are applicable to us.

The PRC company law requires a joint stock company with limited liability to establish a board of supervisors. Our board of supervisors is responsible for monitoring our financial matters and supervising the actions of our board of directors and our management personnel. Our board of supervisors consists of five members. One-third of our board of supervisors must be elected by our employees. The remaining members must be elected by our shareholders in a general meeting. One member of our board of supervisors is designated as the chairman. Members of our board of supervisors may not serve as director or member of senior management. The term of office for our supervisors is three years, which is renewable upon re-election.

The current term for our board of supervisors began in July 2012.

Board Committees

We have established standing audit, nomination and remuneration, risk management and strategy and investment decision committees.

The primary duties of the audit committee are to review and supervise the financial reporting process, to assess the effectiveness of our internal control system, to supervise our internal audit system and its implementation and to implement and recommend the engagement or replacement of external auditors. Our audit committee is also responsible for communications between our internal and external auditors and our internal reporting system. Our audit committee is currently comprised of Bruce Douglas Moore, Sun Changji and Ma Yongwei.Tang Jianbang. Mr. Bruce Douglas Moore serves as the chairman.

The primary duties of the nomination and remuneration committee are to review the structure and components of our board of directors, to formulate the appointment and successors to our board of directors and senior management, to review and recommend the nomination of our directors and senior officers, as well as to formulatepropose to our board of directors the training and remuneration policy for our directors, supervisors and senior management. Our nomination and remuneration committee is currently comprised of Sun Changji, Bruce Douglas Moore and Miao Jianmin. Mr. Sun Changji serves as the chairman.

The primary duties of the risk management committee are to formulate our risk control benchmark system, to assist the management in managingestablishing and improving our internal control system, to formulate our operational risk management policy, to review the assessment reports with respect to our operational risks and external risks.internal control, and to coordinate and handle sudden and significant risks or crises. Our risk management committee is currently comprised of Anthony Francis Neoh Zhuang Zuojin and Liu Yingqi.Zhang Xiangxian. Mr. Anthony Francis Neoh serves as the chairman.

The primary duties of the strategy and investment decision committee are to formulate our overalllong-term development strategies and significant investment and financing plans, to propose significant projects of capital operation and investment decision-making procedures.assets management, and to conduct research and make recommendations on other important matters that affect our development. Our strategy and investment decision committee is currently comprised of Ma Yongwei,Tang Jianbang, Wan Feng, Shi Guoqing,Wang Sidong, Lin Dairen and Anthony Francis Neoh. Mr. Ma YongweiTang Jianbang serves as the chairman.

112


D. EMPLOYEES

As of December 31, 2008, 20092011, 2012 and 2010,2013 we had approximately 102,000, 104,500100,319, 99,271 and 103,22099,230 employees, respectively. The following table sets forth the number of our employees by their functions as of December 31, 2010.

                         
  As of December 31 
  2008  2009  2010 
  Number  %  Number  %  Number  % 
  of  of  of  of  of  of 
  employees  total  employees  total  employees  total 
Management and administrative staff  20,250   19.81%  21,450   20.52%  19,793   19.18%
Financial and auditing staff  7,663   7.50%  7,967   7.62%  7,432   7.20%
Sales and marketing staff(1)
  25,473   24.92%  26,320   25.18%  26,298   25.48%
Underwriters, claim specialists and customer service staff  38,797   37.96%  39,329   37.54%  37,670   36.49%
Other professional and technical staff(2)
  3,680   3.60%  3,800   3.64%  3,837   3.72%
Other  6,378   6.24%  5,759   5.51%  8,190   7.93%
                   
                         
Total
  102,241   100%  104,535   100%  103,220   100%
                   
2011, 2012 and 2013.

   As of December 31 
   2011  2012  2013 
   

Number

of
employees

   

%

of

total

  

Number

of
employees

   

%

of

total

  Number
of
employees
   

%

of

total

 

Management and administrative staff

   20,880     20.81  23,444     23.62  21,689     21.86

Financial and auditing staff

   6,874     6.85  7,034     7.09  6,852     6.91

Sales and marketing staff(1)

   28,480     28.39  31,115     31.34  31,204     31.45

Underwriters, claim specialists and customer service staff

   32,853     32.75  32,511     32.75  31,080     31.32

Other professional and technical staff(2)

   3,750     3.74  3,747     3.77  3,607     3.63

Other

   7,482     7.46  1,420     1.43  4,798     4.84
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total

   100,319     100  99,271     100  99,230     100
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

(1)Includes direct sales representatives.
(2)Includes actuaries, product development personnel, investment management personnel and information technology specialists.

As of December 31, 2008, 20092011, 2012 and 2010,2013, we had approximately 716,000, 777,000685,000, 693,000 and 706,000653,000 exclusive agents, respectively. The decreaseDuring 2013, we have attracted some new qualified agents. At the same time, we have continued carrying out performance reviews in the number of our exclusive agents from 2009 to 2010 was primarily due2013, which have led to the strengthened performance review conducted by us in 2010, as a resultdeparture of which a number of exclusive agents with lower productivity level left.

productivity. In addition, we believe the market competition for qualified agents has increased due to the new Sales Personnel Rules issued by the CIRC. See “Item 3. Key Information—Risk Factors—Risks Relating to Our Business—Our growth is dependent on our ability to attract and retain productive agents”.

None of our employees is subject to collective bargaining agreements governing employment with us. We believe that our employee relations are satisfactory.

E. SHARE OWNERSHIP

As of the date of this annual report, none of our directors, supervisors or senior managers is a legal or beneficial owner of any shares of our share capital.

ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.

A. MAJOR SHAREHOLDERS

The table below sets forth information regarding the ownership of our share capital as of April 10, 201111, 2014 by all persons who are known to us to be the beneficial owners of 5% or more of each class of our share capital.

                 
          Percentage of  Percentage of Total 
Title of Class Identity of Person or Group  Amount Owned  Class  Share Capital 
                 
A Shares China Life Insurance (Group) Company  19,323,530,000 (Long position)   92.80%  68.37%

 

Title of Class

  

Identity of Person or Group

  

Amount Owned

  Percentage
of Class
  Percentage
of Total
Share
Capital
 

A Shares

  China Life Insurance (Group) Company  19,323,530,000 (Long position)   92.80  68.37

H Shares

  BlackRock, Inc(1)  

517,808,216 (Long position)

12,017,495 (Short position)

   

 

6.95

0.16


  

 

1.83

0.04


H Shares

  JPMorgan Chase & Co. (2)  

451,068,171 (Long position)

19,285,542 (Short position)

325,946,721 (Lending pool)

   

 

 

6.06

0.26

4.38


  

 

 

1.60

0.07

1.15


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Note (1):

BlackRock, Inc. was interested in a total of 517,808,216 H shares in accordance with the provisions of Part XV of the SFO. Of these shares, BlackRock Investment Management, LLC., BlackRock Financial Management, Inc., BlackRock Institutional Trust Company, N.A., BlackRock Fund Advisors, BlackRock Advisors, LLC, BlackRock Japan Co Ltd, BlackRock Asset Management Canada Limited, BlackRock Asset Management Australia Limited, BlackRock Asset Management North Asia Limited, BlackRock (Netherlands) B.V., Blackrock Advisors (UK) Limited, BlackRock International Limited, BlackRock Asset Management Ireland Limited, BlackRock (Luxembourg) S.A., BlackRock Investment Mangement (UK) Ltd, BlackRock Asset Management Deutschland AG and BlackRock Fund Managers Ltd were interested in 7,811,435 H shares, 509,996,781 H shares, 94,449,051 H shares, 193,485,120 H shares, 5,078,000 H shares, 86,000 H shares, 3,131,090 H shares, 475,000 H shares, 70,765,333 H shares, 106,000 H shares, 53,676,429 H shares, 8,337,700 H shares, 57,540,058 H shares, 13,086,000 H shares, 8,844,000 H shares, 847,000 H shares and 1,372,000 H shares respectively. All of these entities are either controlled or indirectly controlled subsidiaries of BlackRock, Inc.

BlackRock, Inc. held by way of attribution a short position as defined under Part XV of the SFO in 12,017,495 H shares (0.16%).

Note (2):

JPMorgan Chase & Co. was interested in a total of 451,068,171 H shares in accordance with the provisions of Part XV of the SFO. Of these shares, JPMorgan Chase Bank, N.A., J.P. Morgan Investment Management Inc., JF Asset Management Limited, JPMorgan Asset Management (Taiwan) Limited, JPMorgan Asset Management (UK) Limited, J.P. Morgan Whitefriars Inc., J.P. Morgan Securities plc, J.P. Morgan Clearing Corp and JF International Management Inc. were interested in 325,953,621 H shares, 472,510 H shares, 28,846,000 H shares, 2,694,000 H shares, 1,182,000 H shares, 65,064,965 H shares, 21,546,534 H shares, 2,027,541 H shares and 3,281,000 H shares respectively. All of these entities are either controlled or indirectly controlled subsidiaries of JPMorgan Chase & Co.

Included in the 451,068,171 H shares are 325,946,721 H shares (4.38%) which are held in the “lending pool”, as defined under Section 5(4) of the Securities and Futures (Disclosure of Interests – Securities Borrowing and Lending) Rules.

JPMorgan Chase & Co. held by way of attribution a short position as defined under Part XV of the SFO in 19,285,542 H shares (0.26%).


Our A shares and H shares generally vote together as a single class, including in the election of directors. Each A share and each H share is entitled to one vote. In addition, in certain matters which affect the rights of the holders of H shares or A shares, the H shares or A shares, as the case may be, are entitled to vote as a separate class.

CLIC converted and sold 676,470,000 domestic shares in the form of H shares or ADSs in connection with our global offering in December 2003.

Based on the information provided by Deutsche Bank Trust Company Americas, theour depositary bank, as of December 31, 20102013 and April 10, 2011,11, 2014, there were, respectively, 19,346,96210,093,906 ADRs representing 290,204,430151,408,590 H shares, with 2768 registered holders, and 19,258,2719,670,040 ADRs representing 288,874,065145,050,600 H shares, with 2868 registered holders. Since certain of the ADSs are held by nominees, the above number may not be representative of the actual number of U.S. beneficial holders of ADSs or number of ADSs beneficially held by U.S. persons.

CLIC, our controlling shareholder, is a wholly state-owned enterprise controlled by the PRC government. See “Item 4. Information on the Company—History and Development of the Company”. None of our major shareholders has voting rights that differ from the voting rights of other shareholders, except that in certain matters which affect the rights of the holders of H shares or A shares, holders of H shares or A shares, as the case may be, are entitled to vote as a separate class. We are not aware of any arrangement which may at a subsequent date result in a change of control of our company.

B. RELATED PARTY TRANSACTIONS

As at the date of this annual report, CLIC owns approximately 68.37% of our issued share capital, a 40% equity interest in AMC, a direct 6% equity interest in China Life Pension and an indirect approximately 4.8% equity interest in China Life Pension through AMC, a 60% equity interest in CLPCIC and a 100% equity interest in China Life Investment Holding Company Limited, or IHC. CLIC, AMC, China Life Pension, CLPCIC and IHC are therefore considered as our connected persons under the HKSE Listing Rules. AMC is also a subsidiary of the Company. On FebruaryMarch 22, 2010,2013, we entered into an asset management agreement with IHC. On April 15, 2013, we entered into a new property leasingpartnership agreement with IHC.CLIC, CLPCIC and another two parties in relation to the formation of a partnership in Suzhou. On December 30, 2010,27, 2013, we entered into a new asset managementpartnership agreement with AMC.CLIC, CLPCIC and another four parties in relation to the formation of a partnership in Shanghai. We also continued to carry out certain other continuing related party transactions with CLIC, AMC, China Life Pension, CLPCIC and IHC in the reporting period. These transactions constitute connected transactions for us under the HKSE Listing Rules. Details of these transactions with CLIC, AMC and IHC are set forth below.

As at the date of this annual report, we own a 20% equity interest in China Guangfa Bank, or CGB, which was previously known as Guangdong Development Bank,Bank. Our former vice president, Mr. Liu Jiade, serves as a director of CGB, and our vice chairman and non-executive director, Mr. Wan Feng, served as a director of CGB during the 12 months prior to March 25, 2014. CGB is therefore considered as our related party under applicable PRC laws and regulations. In addition, we own an approximately 29% equity interest in Sino-Ocean Land Holdings Limited, or GDB. WeSino-Ocean. Our chief financial officer, Mr. Yang Zheng, serves as a director of Sino-Ocean. Sino-Ocean is therefore considered as our related party under applicable PRC laws and regulations. On June 14, 2013, we entered into three negotiated deposit agreementsa new related party transaction framework agreement with GDBCGB. On March 25, 2014, our board of directors approved the revisions of this agreement, and authorized our management to renew this agreement under the revised terms with CGB after obtaining the approval of our shareholders in July 2010, December 2010 and February 2011, respectively. In December 2010, we made capital injection of RMB 2,999 million to GDB.a general meeting. We also continued to carry out continuing related party transactions with GDBCGB in the reporting period. On September 27, 2013, we entered into a subscription agreement with Sino-Ocean. These transactions are not regarded as connected transactions for us under the HKSE Listing Rules. Details of thethese transactions with GDB are set forth below.

Continuing Related Party Transactions with CLIC

During the reporting period, we engaged in continuing related party transactions with CLIC. These transactions are governed by several agreements between CLIC and us, including a restructuring agreement, a policy management agreement, a trademark license agreement and a non-competition agreement. A detailed discussion of these agreements is set forth in Note 28inNote 31 to our consolidated financial statements included elsewhere in this annual report and under the heading “Item 7. Major Shareholders and Related Party Transactions—Related Party Transactions” in our annual report on Form 20-F filed with the Securities and Exchange Commission on April 28, 2009.

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UnderOur policy management agreement with CLIC expired on December 31, 2011. On December 15, 2011, we and CLIC signed a confirmation letter to renew the non-competitionpolicy management agreement between CLIC and us, CLIC agreed to disposeunder the same terms for a term of all of its 51% interest in China Life-CMG Life Assurance Company Ltd. to third parties or eliminate any competition between China Life-CMG Life Assurance Company Ltd. and us within three years ending on December 31, 2014. The service fees paid by CLIC to us under the policy management agreement for the year ended on December 31, 2013 was RMB 1,022 million. The annual cap in respect of our listingthe service fees to be paid by CLIC to us under this agreement for each of the three years ending on the HKSE. China Life-CMG Life Assurance Company Ltd. was a sino-foreign joint venture of CLIC and CMG, an Australian insurance company. The joint ventureDecember 31, 2014 is registered in Shanghai, China and is engaged in the business of life insurance and related reinsurance in Shanghai. On January 27, 2010, the transfer of CLIC’s equity interest in this joint venture to Bank of Communications Co., Ltd. was completed.
RMB 1,188 million.

Continuing Related Party Transactions with AMC

During the reporting period, we engaged in continuing related party transactions with AMC under an asset management agreement between AMC and us. The asset management agreement expired on December 31, 2010.2012. On December 30, 2010,27, 2012, we entered into a new asset management agreement with AMC on substantially the same terms for a one-yeartwo-year term expiring on December 31, 2011.2014. Subject to thecompliance with HKSE Listing Rules, thethis new agreement will be automatically renewed for a successive one-year term,one more year after its expiration unless terminated by either party giveby giving to the other party no less thana written notice within 90 days prior written notice to terminate the agreement at the expiration of the then current term.its expiration. A detailed discussion of the material terms of the asset management agreement between AMC and us is set forth in Note 28inNote 31 to our consolidated financial statements included elsewhere in this annual report and under the heading “Item 7. Major Shareholders and Related Party Transactions—Related Party Transactions” in our annual report on Form 20-F filed with the Securities and Exchange Commission on April 28, 2009. The service fees paid by us to AMC under the asset management agreement for the year ended December 31, 2013 was RMB 846 million. The annual cap in respect of the service fees to be paid by us to AMC under the asset management agreement for the yearthree years ending on December 31, 20112015 is RMB 9001,200 million. The annual cap has been determined by reference to historical figures, the size and composition of the assets managed and to be managed by AMC, and the inherent volatility of the capital markets.

During the reporting period, CLIC engaged in continuing related party transactions with AMC under an asset management agreement between AMC and CLIC, which will beis effective until December 31, 2011.2014. A detailed discussion of this agreement is set forth in Note 28inNote 31 to our consolidated financial statements included elsewhere in this annual report and under the heading “Item 7. Major Shareholders and Related Party Transactions—Related Party Transactions” in our annual report on Form 20-F filed with the Securities and Exchange Commission on April 28, 2009. The service fees paid by CLIC to AMC under the asset management agreement for the year ended on December 31, 2013 was RMB 133 million. The annual capcaps in respect of the service fees to be paid by CLIC to AMC under the asset management agreement for each of the yearthree years ending on December 31, 2011 is2014 are RMB 300 million.million, RMB 310 million and RMB 320 million, respectively. The annual cap has been determined by reference to historical figures, the size and composition of the assets managed and to be managed by AMC, and the inherent volatility of the capital market.

Continuing Related Party Transaction with IHC

Property Leasing Agreement with IHC

We have entered into

During the reporting period, we engaged in continuing related party transactions with IHC under a property leasing agreement between IHC and us. The property leasing agreement expired on December 31, 2012. On December 31, 2012, we entered into a new property leasing agreement with CLICIHC under substantially the same terms for a two-year term expiring on September 30, 2003, pursuant to which CLICDecember 31, 2014. Under the new property leasing agreement, IHC agreed to lease to us (1) 833 buildings2,126 properties owned by CLIC, its subsidiaries and affiliates, which we referit. The annual rent is determined by reference to as the CLIC owned properties, and (2) 1,764 buildings that CLICmarket rent or, where there is entitled to sublet, which we refer to as the CLIC leased properties.

We renewed the agreement under substantially the same terms on December 23, 2005 and January 4, 2007 and amended the agreement on January 8, 2008. Under the renewed and amended agreement, which expired on December 31, 2009, CLIC agreed to lease to us 2,011 CLIC owned properties and 85 CLIC leased properties. CLIC transferred all of its rights and obligations in the CLIC owned properties and CLIC leased properties to IHC on June 30, 2008, and IHC was substituted for CLIC as a partyno available comparison, by reference to the property leasing agreement.

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costs incurred by IHC in holding and maintaining the properties, plus a margin of approximately 5%. A detailed discussion of the terms of this agreement is set forth in Note 28inNote 31 to our consolidated financial statements included elsewhere in this annual report and under the heading “Item 7. Major Shareholders and Related Party Transactions—Related Party Transactions” in our annual report on Form 20-F filed with the Securities and Exchange Commission on April 28, 2009.
The rent paid by us to IHC under the property leasing agreement for the year ended December 31, 2013 was RMB 87 million.

Property Transfer Agreement with IHC

On February 22, 2010,June 27, 2012, we entered into a new property leasingtransfer framework agreement with IHC for a term of three years. Pursuant to the framework agreement, we proposed to acquire from IHC certain properties for use by our branches as office premises, which consist of 1,198 properties with a total gross floor area of approximately 803,424.09 square meters. The properties will be transferred in batches pursuant to the standalone agreement to be entered into for each transfer. The purchase price for each property will be valued and determined by qualified intermediaries agreed upon by the parties with reference to prevailing market prices. The total consideration for the properties purchased is expected to be no more than RMB1,700 million. The parties are obligated to cooperate with each other to complete the transfer of title and deliver the properties if the standalone property transfer agreements in respect of such properties are signed prior to the expiration of the framework agreement. The parties cannot transfer any properties under substantially the same terms asframework agreement if the previousstandalone property leasingtransfer agreements in respect of the properties are not signed prior to the expiration of the framework agreement.

Asset Management Agreement with IHC

On March 22, 2013, we entered into an asset management agreement with IHC, pursuant to which expired on December 31, 2009. Under the new property leasing agreement, which will expire on December 31, 2012, IHC agreed to leaseinvest, operate and manage the assets entrusted to it by us 2,182 properties ownedfor investment in real property, equity interests of unlisted companies and related financial products on a discretionary basis, subject to the investment guidelines and instructions given by it. us.

The agreement became effective conditional upon IHC’s obtaining CIRC certification of its capacity in equity investment and real property investment, and was in effect until December 31, 2013. Subject to the compliance with the listing rules of the stock exchanges on which our shares are listed and traded, the agreement has been automatically renewed for a successive one-year term. On April 15, 2014,we entered into a supplementary agreement with IHC, which revised the terms on the calculation of the performance fee and the penalty for underperformance.

Under the agreement, we retain the title of the entrusted assets and IHC is authorized to manage the entrusted assets for and on our behalf. We may add to or withdraw from the assets managed by IHC pursuant to the agreement. All investment losses relating to the assets managed by IHC pursuant to the agreement will be borne by us, except for losses and liabilities arising from IHC’s misconduct. We have the right to establish, and amend from time to time, the investment guidelines which set forth the requirements relating to the assets under IHC’s management pursuant to the agreement, including, among others, investment scope, products and percentages, risk control and target of investment return. We also have the right to monitor the investment management activities of IHC.

In addition to manage the assets entrusted to it by us pursuant to the agreement, IHC is permitted to invest its own assets and provide investment management services to third parties. IHC agreed to inform us in the event that it, in its professional judgment, believes that there is a conflict in the activities on behalf of itself and others. IHC has discretion to take such actions and measures which in its professional judgment are fair, reasonable and necessary to resolve any such conflict.

In consideration of the services provided by IHC under the agreement, we agreed to pay IHC a basic service fee and a performance fee. The basic service fee is paid on a quarterly basis, calculated by reference to the total assets which are entrusted to IHC and are invested during each year and a fixed management fee rate of 0.6%.

Pursuant to the supplementary agreement, the performance fee is paid on an annual rentbasis for fixed return investments, calculated by reference to the target of realized investment return set forth in the investment guidelines for each year, the annual basic service fee paid by us to IHC for such year and the comprehensive rate of investment return on the total assets which are entrusted to IHC and are invested during such year. The performance fee will not be paid to IHC if the comprehensive rate of investment return for such year is below 6.5%. IHC agreed to pay us a penalty for underperformance if the rate of realized investment return for such year is below 6.5%. The penalty for underperformance is paid on an annual basis, calculated by reference to the target of realized investment return set forth in the investment guidelines for each year, the annual basic service fee paid by us to IHC for such year and the comprehensive rate of investment return on the total assets which are entrusted to IHC and are invested during such year.

The terms with respect to the performance fee and the penalty for non-fixed return investments will be separately determined by IHC and us upon exiting the investments by reference to market rent or, where therestandards. The annual cap in respect of the service fees to be paid by us to IHC is no available comparison,RMB 150 million for the year ending December 31, 2013, and RMB 250 million for the year ending December 31, 2014.

The basic service fee paid by referenceus to IHC under the costs incurred by IHC in holding and maintainingasset management agreement for the properties, plus a margin of approximately 5%.

year ended December 31, 2013 was RMB 8.27 million.

Continuing Related Party Transaction with China Life Pension

On July 27, 2009, we, CLIC and AMC entered into an agreement for the entrustment of enterprise annuity funds and account management agreement with China Life Pension. The agreement will lastexpired on December 1, 2012. On February 26, 2013, we, CLIC and AMC entered into a memorandum of understanding, which became effective retroactively on December 2, 2012, with China Life Pension to renew the agreement for three years starting froma successive one-year term ended on December 1, 2013. As of the date on whichof this annual report, we, CLIC and AMC are in the entrustedprocess of signing a new agreement for the entrustment of enterprise annuity funds are transferred to a special entrustment account.

and account management with China Life Pension.

Under the agreement, China Life Pension was entrusted to serve as the trustee and account manager and to provide entrusted management services and account management services for the enterprise annuity funds of the Company, CLIC and AMC. Pursuant to the memorandum of understanding, China Life Pension was further entrusted to serve as the investment manager and to provide investment management service for the enterprise annuity funds of the Company, CLIC and AMC. In consideration of the services provided by China Life Pension, under this agreement, we, CLIC and AMC agreed to pay China Life Pension entrusted management fees, and account management fees.

Capital Injection to AMC
On February 9, 2009, we entered into a capital injection agreement with CLICfees and AMC, pursuant to which we injected RMB 1,200 million and CLIC injected RMB 800 million into AMC. After the capital injection, the registered capital of AMC was increased from RMB 1,000 million to RMB 3,000 million. The proportionate shareholding between CLIC and us remained unchanged. On April 17, 2009, the capital injection was approved by the CIRC.
investment management fees.

Continuing Related Party Transactions with GDB

CLPCIC

On November 18, 2008, we entered into an insurance sales framework agreement with CLPCIC for a three-year term which ended on November 17, 2011. On March 8, 2012, we entered into a new insurance sales framework agreement with CLPCIC under substantially the same terms as the previous insurance sales framework agreement. This new agreement will last for two years and will be automatically renewed for one more year after its expiration unless terminated by either party by giving to the other party a written notice within 30 days prior to its expiration. The parties recognized the rights and obligations incurred from November 18, 2011 to March 7, 2012 based on the terms and conditions of the agreement entered into in 2008. Pursuant to this new insurance sales framework agreement, CLPCIC entrusted us to act as its agent to sell certain specified insurance products within the authorized regions, and agreed to pay us service fees in consideration of the services provided. The service fees will be determined by reference to the cost incurred by us plus a marginal profit and market practice. The service fees paid to us for the year ended December 31, 2013 was RMB 852 million. The annual cap in respect of the service fees to be paid by CLPCLIC to us is RMB 1,950 million for the year ending December 31, 2014.

AMC’s Participation in Investment and Development of Land

On July 1, 2011, AMC, IHC, Beijing Wanyang Shiji Chuangye Investment Management Limited, or Beijing Wanyang, and Beijing Vantone Real Estate Co., Ltd., or Beijing Vantone, entered into a joint bidding agreement with respect to a parcel of state-owned construction land located at the Beijing central business district of Chaoyang district. Under this agreement, a consortium was formed by the four companies to participate in the bid for the land. The parties to the consortium agreed to form a project company to implement the development and construction of the land if the bid was successful and to be jointly and severally liable for the consortium’s bidding activities. After the consortium successfully won the bid, the consortium signed a state-owned construction land use right transfer agreement with Beijing Municipal Bureau of Land and Resources on August 31, 2011. The land is approximately 7,840 square meters, and the land transfer price is RMB2,656,280,000. Subsequently, the consortium formed China Life Yuantong Property Company Limited, or China Life Yuantong, as the project company and signed a supplemental agreement with Beijing Municipal Bureau of Land and Resources to change the transferee under the land transfer agreement to China Life Yuantong. China Life Yuantong has a registered capital of RMB600,000,000, with AMC, IHC, Beijing Wanyang and Beijing Vantone owning 19%, 51%, 29% and 1% of its equity interest, respectively.

In May 2012, Beijing Vantone transferred its 1% equity interest in China Life Yuantong to Beijing Wanyang, and Beijing Wanyang transferred 20% equity interests of China Life Yuantong to IHC. As a result, AMC, IHC and Beijing Wanyang own 19%, 71% and 10% equity interest in China Life Yuantong, respectively.

In May 2012, AMC, IHC and Beijing Wanyang increased their capital contribution to China Life Yuantong in proportion to their equity holdings in China Life Yuantong. As a result, the total capital contribution from AMC to China Life Yuantong was increased to RMB 475 million and the registered capital of China Life Yuantong was increased to RMB 2,500 million.

Formation of Partnership in Suzhou

On April 15, 2013, we entered into a partnership agreement with CLIC, CLPCIC, Suzhou International Development Venture Capital Holding Co., Ltd., or SIDVC, and Soochow Securities Co., Ltd., or Soochow Securities, pursuant to which SIDVC, as general partner, and CLIC, CLPCIC, Soochow Securities and us, as limited partners, agreed to form China Life (Suzhou) Urban Development Industry Investment Enterprise (Limited Partnership), or the Suzhou Partnership. The business scope of the Suzhou Partnership includes investment in urban infrastructure facilities construction, investment in urban development industry, and the related investment management consulting services.

Under the partnership agreement, the total capital to be contributed by all partners of the Suzhou Partnership to it will be RMB 10 billion, of which RMB 5 billon will be contributed by us. SIDVC will be responsible for the executive function and investment operations of the Suzhou Partnership and bear unlimited liability for the debts of the Suzhou Partnership. The limited partners of the Suzhou Partnership, including us, will be liable for the debts of the Suzhou Partnership up to the amount of their respective capital contributions to the Suzhou Partnership.

The Suzhou Partnership has a term of 12 years from the date on which its business license is issued.

Formation of Partnership in Shanghai

On December 27, 2013, we entered into a partnership agreement with CLIC, CLPCIC, Shanghai Jiading Venture Capital Management Co., Ltd., or Jiading VC, Shanghai Jiading Industrial Zone Development (Group) Co., Ltd., or Jiading Development, Shanghai International Automobile City (Group) Co., Ltd., or International Automobile City, and China Credit Trust Co., Ltd., or CCT, pursuant to which Jiading VC, as general partner, and CLIC, CLPCIC, Jiading Development, International Automobile City, CCT and us, as limited partners, agreed to form China Life (Shanghai Jiading) Urban Development Industry Investment Enterprise (Limited Partnership), or the Shanghai Partnership. The business scope of the Shanghai Partnership includes investment in urban infrastructure facilities construction, investment in urban development industry, and the related investment management and consulting services.

Pursuant to the partnership agreement, the total capital to be contributed by all partners of the Shanghai Partnership will be RMB 5 billion, of which RMB 1 billon will be contributed by us. Jiading VC will be responsible for the executive function and investment operations of the Shanghai Partnership and bear unlimited joint and several liabilities for the debts of the Shanghai Partnership. The limited partners of the Shanghai Partnership, including us, will be liable for the debts of the Shanghai Partnership up to the amount of their respective capital contributions to the Shanghai Partnership.

The Shanghai Partnership will have a term of 14 years from the date on which its business license is issued.

Continuing Related Party Transactions with CGB

During the reporting period, we engaged in continuing related party transactions with GDB. These transactions are governed byCGB pursuant to several agreements between GDB and us, including a strategic cooperation agreement, negotiated deposit agreements between CGB and individual bancassurance product cooperation agreements.us. A detailed discussion of these agreements is set forth in Note 28inNote 31 to our consolidated financial statements included elsewhere in this annual report and under the heading “Item 7. Major Shareholders and Related Party Transactions—Related Party Transactions” in our annual reportreports on Form 20-F filed with the Securities and Exchange Commission on April 28, 2009.

Negotiated Deposit Agreements with GDB
We2009, April 26, 2011 and April 26, 2012, respectively.

On July 20, 2012, we entered into a new strategic cooperation agreement with CGB, pursuant to which we agreed to cooperate with CGB in various areas, including, among others, insurance business, bank cards business, deposit and funds, assets custody, e-commerce, client resources sharing, information technology, product development and brand promotion. With regard to cooperation in the insurance business, CGB undertook to provide bancassurance and corporate group insurance business services on our behalf. Subject to relevant laws and regulations, we undertook to offer our insurance products to CGB under certain preferential terms, while CGB agreed to purchase our products in priority under the same terms and conditions. The term of this agreement is three years.

On April 19, 2012, we entered into a new insurance products cooperation agreement with CGB, pursuant to which CGB will sell our individual insurance products suitable for sale through banks, as jointly selected by CGB and us. Under this agreement, CGB will act as an intermediary to sell such products and will also act on our behalf to receive premiums and pay insurance benefits. In return, we will pay CGB a commission fee for each such product sold by it, calculated and paid on a monthly basis, by multiplying (a) total new premiums received in such month minus the premiums for the policies cancelled during the cooling-off period in such month and (b) a fixed commission rate, which ranges from 1.8% to 25%. This agreement has a term of three years. Upon expiration of the three-year term, this agreement will be automatically renewed for successive one-year terms, provided that CGB and we have respectively obtained any required internal approvals.

On October 29, 2012, we entered into two new negotiated deposit agreements with GDB in July 2010, December 2010 and February 2011, respectively.CGB. Under the agreement entered into in July 2010,these agreements, we agreed to deposit in GDBCGB a total of RMB 32.1 billion (US$455 million) for a term of 61 months. The annual interest rate applicable to our deposits will be fixed at 5.1% per annum.

New Related Party Transaction Framework Agreement with CGB

On June 14, 2013, we entered into a floating interest rate linkednew related party transaction framework agreement with CGB, pursuant to the interest rate on one-yearwhich we and CGB will carry out various deposit and non-deposit related party transactions. Pursuant to this agreement, deposit transactions include, among others, demand deposits, term deposits, announcedforeign currency deposits and negotiated deposits. Non-deposit transactions include, among others:

our purchase from CGB of wealth management products and securities backed by credit assets of financial institutions based on normal commercial terms in the PBOC. ordinary course of our investment business;

provision by CGB of agency services to us, including distribution of insurance products, collection of insurance premiums and payment of insurance benefits;

purchase by CGB of our insurance products and services in the ordinary course of its business; and

any other regular related party transactions as defined in the listing rules of the SSE.

Under this agreement, the daily cap of deposits in respect of all the deposit transactions during the term of this agreement entered intois RMB 30 billion or the equivalent in December 2010, we agreed toforeign currencies, and the annual cap in respect of all non-deposit related party transactions is RMB 5 billion or the equivalent in foreign currencies. The specific terms of the deposit in GDB a totaltransactions will be determined by arm’s length negotiation, based on the nature, amount and term of RMB 1.5 billion (US$227 million) forthe deposits, market condition, and applicable industry practice. The terms of the non-deposit transactions will be determined by arm’s length negotiation based on applicable financial industry practice. This agreement has a term of 61 months. The annual interest rate applicable tothree years ending on December 31, 2015.

As at December 31, 2013, the total amount of our deposits will be calculated according to a fixed interest rate. Underat CGB was RMB 15,051 million (US$2,486 million). The total amount of non-deposit related party transactions between CGB and us for the agreement entered into in February 2011, we agreed to deposit in GDB a total ofyear ended December 31, 2013 was RMB 2.5 billion703 million (US$379116 million) for a term of 64 months. The annual interest rate applicable to our deposits will be fixed at 5.5% per annum.

.

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Capital Injection to GDB
On March 20, 2010,25, 2014, our board of directors approved further revisions to this agreement, and authorized our management to renew this agreement under the revised terms with CGB after obtaining the approval of our shareholders in a general meeting. Pursuant to the revised terms, the daily cap of deposits in respect of all the deposit transactions will be increased to RMB 50 billion or the equivalent in foreign currencies, and the annual cap in respect of all the non-deposit related party transactions will be increased to RMB 8 billion or the equivalent in foreign currencies. The scope of non-deposit transactions will be expanded to include the following:

provision by CGB of fund custody services;

provision by CGB of fund sales services for the funds managed by us; and

provision by CGB of electronic banking services with respect to online settlement for the subscription, purchase or redemption by customers using CGB’s online banking channels for the funds managed by us.

The agreement as revised will have a term of three years ending on December 31, 2016.

Subscription of Shares in Sino-Ocean

On September 27, 2013, we entered into a subscription agreement with Sino-Ocean, pursuant to which we conditionally agreed to subscribe for a total of 635,941,967 shares of Sino-Ocean, at the subscription price of HK$4.74 per share. Sino-Ocean was incorporated on March 12, 2007 as a limited liability company under the laws of Hong Kong. The shares of Sino-Ocean are listed on the main board of the HKSE. The principal business of Sino-Ocean includes investment holding and property development and investment within the PRC. Prior to this subscription, we held approximately 24.71% of the issued share capital injection of RMB 2,999 million into GDB. In July 2010, the capital injection was approved by the CIRC and China Banking Regulatory Commission, respectively. Sino-Ocean.

This transactionsubscription was completed on November 22, 2013. The U.S. dollar equivalent of the aggregate subscription price of HK$3,014,364,924 was paid by us in December 2010.cash at the completion of the subscription. The subscribed shares are subject to a lock-up period of two years commencing from the completion date, except for any transfer of the subscribed shares to our wholly-owned subsidiaries. After the capital injection,completion, we held approximately 29% of the registeredissued share capital of GDB was increased from RMB 11,979 millionSino-Ocean.

Under the subscription agreement, upon completion, for so long as we directly or indirectly hold not less than 24% of the total issued share capital of Sino-Ocean, we will have the right to RMB 15,402 million. We hold 3,080,479,452appoint an executive director to the board, in addition to the two non-executive directors nominated by us and a member of senior management of Sino-Ocean, subject to compliance with the requirements for directors and senior management under applicable laws and regulations. Furthermore, Sino-Ocean undertook that it will not carry out any repurchase or cancellation of its shares, in GDB, which accounted for 20%if, purely based on the shareholding information of GDB’s outstanding shares. Our proportionateSino-Ocean as disclosed on the website of HKSE and Sino-Ocean’s calculation solely based on such information, such repurchase or cancellation of shares would cause our shareholding in GDB remained unchanged.

Sino-Ocean to exceed 30%, resulting in a mandatory general offer obligation under the Hong Kong Code on Takeovers and Mergers.

Compliance with HKSE Listing Rules

The policy management agreement between CLIC and us, the asset management agreement between AMC and us and the asset managementinsurance sales framework agreement between CLICCLPCIC and AMCus are only subject to reporting, announcement and annual review requirements under the HKSE Listing Rules and are exempt from independent shareholders’ approval requirements. In compliance with applicable HKSE Listing Rules requirements, we made announcements disclosing these transactions on December 30, 2008,15, 2011, December 30, 201027, 2012 and March 8, 2012, respectively. We also made an announcement disclosing the revision of annual caps for the two years ending December 22, 2009, respectively.

31, 2014 in respect of the insurance sales framework agreement between CLPCIC and us on January 4, 2013.

The transaction under the capital injectionproperty purchase framework agreement among CLIC, AMCbetween IHC and us is subject to reporting and announcement requirements only under the HKSE Listing Rules and is exempt from independent shareholders’ approval. In compliance with applicable HKSE Listing Rules requirements, we made an announcement disclosing this transaction on February 9, 2009.

June 27, 2012.

The partnership agreement entered into by CLIC, CLPCIC, Soochow Securities, SIDVC and us in relation to the formation of China Life (Suzhou) Urban Development Industry Investment Enterprise (Limited Partnership) is subject to reporting and announcement requirements only under the HKSE Listing Rules and is exempt from independent shareholders’ approval. In compliance with applicable HKSE Listing Rules requirements, we made an announcement disclosing this transaction on April 15, 2013.

The partnership agreement entered into by CLIC, CLPCIC, Jiading VC, Jiading Development, International Automobile City, CCT and us in relation to the formation of China Life (Shanghai Jiading) Urban Development Industry Investment Enterprise (Limited Partnership) is subject to reporting and announcement requirements only under the HKSE Listing Rules and is exempt from independent shareholders’ approval. In compliance with applicable HKSE Listing Rules requirements, we made an announcement disclosing this transaction on December 27, 2013.

The remaining related party transactions discussed above, other than the transactions with GDB,CGB and Sino-Ocean are exempt from reporting, announcement and independent shareholders’ approval requirements under the HKSE Listing Rules. The continuing related party transactions with GDBCGB and Sino-Ocean are not regarded as connected transactions for us under the HKSE Listing Rules.

Figures for the year ended December 31, 2010

2013

The aggregate value of each of the transactions contemplated under the policy management agreement, the asset management agreements, and the property leasing agreement and the insurance sales framework agreement for the year ended December 31, 20102013 is set out below:

Transactions

 
The aggregate value for

the year ended
Transactions
December 31, 20102013
 
  (RMB in millions) 

1. Policy management agreement between CLIC and us

  1,1541,022  

2. Asset management agreement

 

(a) between CLIC and AMC

  123133  

(b) between AMC and us

  659846  

(c) between IHC and us

  8  

3. Property leasing agreement between IHC and us

  6787

4. Insurance sales framework agreement between CLPCIC and us

852  

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Confirmation of Independent Non-executive Directors:

Our independent non-executive directors have reviewed the policy management agreement between CLIC and us, the asset management agreement between AMC and us and the asset managementinsurance sales framework agreement between CLICCLPCIC and AMCus which were subject to reporting, announcement and annual review requirements under the HKSE Listing Rules and confirmed that:

 1)the transactions were entered into in the ordinary and usual course of our business;

 2)the transactions were conducted either on normal commercial terms or on terms that are fair and reasonable so far as our independent shareholders are concerned;

 3)the transactions were entered into in accordance with the agreements governing those transactions; and

 4)the amounts of the transactions had not exceeded the relevant annual caps as announced by us.

C. INTERESTS OF EXPERTS AND COUNSEL

Not applicable.

ITEM 8.FINANCIAL INFORMATION.

A. CONSOLIDATED FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION

Our audited consolidated financial statements are set forth beginning on page F-1.

Legal and Regulatory Proceedings

We are involved in litigation and arbitration proceedings involving our insurance operations on an ongoing basis. In addition, the CIRC, as well as other PRC governmental agencies, including tax, commerce and industrial administration and audit bureaus, from time to time make inquiries and conduct examinations, audits or investigations concerning our compliance with PRC laws and regulations. These litigation, arbitration and administrative proceedings have in the past resulted in damage awards, settlements or administrative sanctions, including fines, which have not been material to us. While we cannot predict the outcome of any pending or future litigation, arbitration, examination or investigation, we do not believe that any pending legal matter will have a material adverse effect on our business, financial condition or results of operations. However, we cannot assure you that any future litigation, arbitration or regulatory proceeding will not have an adverse outcome, which could have a material adverse effect on our operating results or cash flows.

We currently have control procedures in place to monitor our litigation, arbitration and regulatory exposure. We have established a systematic prevention system whereby our management at each corporate level is responsible for compliance with laws, regulations and internal codes of conduct within their individual territories or departments. Our branches at the provincial level are required to report material litigation, arbitration and regulatory matters to our corporate headquarters on a timely basis. We plan to continue to improve our control and compliance policies in the future.

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We may penalize our employees or individual agents who commit misconduct or fraud, breach the terms of their employment or agency agreements, exceed their authorization limits or fail to follow prescribed procedures in delivering insurance policies and premium payments, in each case having regard to the severity of the offense. Employees or individual agents are required to reimburse us for any losses suffered by us resulting from their misconduct or fraud. In serious cases, we may terminate their employment or agency agreements. We report criminal offenses to the PRC authorities and may also bring concurrent civil actions against employees or individual agents. We have experienced agent and employee misconduct that has resulted in litigation, arbitration and administrative actions against us and these agents and employees, and in some cases criminal proceedings and convictions against the agent or employee in question. None of these actions has resulted in material losses, damages, fines or other sanctions against us. We cannot assure you, however, that agent or employee misconduct will not lead to a material adverse effect on our business, results of operations or financial condition.

Policy on Dividend Distributions

Our board of directors has passed a resolution on March 22, 201125, 2014 to propose for approval at the annual general meeting of the declaration of final dividends of RMB 0.400.30 per share, totaling approximately RMB 11,3068,479 million (US$1,7131,401 million), for the year ended December 31, 2010.2013. The proposed dividends have not been provided for in our consolidated financial statements for the year ended December 31, 2010.

2013.

The payment of any dividend by us must be approved by shareholders in a shareholders’ meeting. Our board of directors intends to make its recommendations regarding the declaration of cash dividends to the shareholders in general meeting. The decision to make a recommendation for the payment of any dividend and the amount of the dividend for the years following 2010 will depend on:

our results of operations and cash flows;

our financial position;

statutory solvency requirements as determined under PRC GAAP with reference to CIRC rules;

our shareholders’ interests;

general business conditions;

our future prospects;

statutory and regulatory restrictions on the payment of dividends by us; and

other factors that our board of directors deems relevant.

We will pay dividends out of our after-tax profits only after we have made the following allowances and allocations:

recovery of accumulated losses, if any;

allocations to the statutory common reserve fund equivalent to 10% of our after-tax income, as determined under PRC GAAP; and

allocations to a discretionary common reserve fund as approved by the shareholders in a shareholders’ meeting.

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When the statutory common reserve fund reaches and is maintained at or above 50% of our registered capital, as determined under PRC GAAP, no further allocations to this fund will be required.

Under Chinese law, dividends may be paid only out of distributable profits. Distributable profits generally means our after-tax profits as determined under PRC GAAP, less any recovery of accumulated losses and allocations to statutory funds that we are required to make, subject to further regulatory restrictions. There is no difference between after-tax profits as determined under PRC GAAP and IFRS. Any distributable profits that are not distributed in a given year are retained and available for distribution in subsequent years. However, ordinarily we will not pay any dividends in a year in which we do not have any distributable profits.

Payment of dividends by us is also regulated by the PRC insurance law. If we do not meet the minimum solvency margin required by the CIRC, we may be prohibited from paying dividends. See “Item 4. Information on the Company—Business Overview—Regulatory and Related Matters—Insurance Company Regulation—Solvency requirements”.

We paid dividends of RMB 0.05 per share in respect of 2005, RMB 0.14 per share in respect of 2006, RMB 0.42 per share in respect of 2007, RMB 0.23 per share in respect of 2008, and RMB 0.70 per share in respect 2009.2009, RMB 0.40 per share in respect of 2010, RMB 0.23 per share in respect of 2011 and RMB 0.14 per share in respect of 2012. Our board of directors has recommended the declaration of final dividends of RMB 0.400.30 per share in respect of 2010.2013. We expect to continue to pay dividends in line with our financial performance thereafter. We will declare dividends, if any, in Renminbi with respect to the H shares on a per share basis and will pay such dividends in Hong Kong dollars.

B. SIGNIFICANT CHANGES

We are not aware of any significant chargeschanges since the date of the consolidated financial statements included in this annual report.

C. EMBEDDED VALUE

Background

China Life prepares financial statements to public investors in accordance with the relevant accounting standards. An alternative measure of the value and profitability of a life insurance company can be provided by the embedded value method. Embedded value is an actuarially determined estimate of the economic value of the life insurance business of an insurance company based on a particular set of assumptions about future experience, excluding the economic value of future new business. In addition, the value of one year’s sales represents an actuarially determined estimate of the economic value arising from new life insurance business issued in one year.

year based on a particular set of assumptions about future experience

China Life believes that reporting our embedded value and value of one year’s sales provides useful information to investors in two respects. First, the value of our in-force business represents the total amount of distributable earnings, in present value terms, which can be expected to emerge over time, in accordance with the assumptions used. Second, the value of one year’s sales provides an indication of the value created for investors by new business activity based on the assumptions used and hence the potential of the business. However, the information on embedded value and value of one year’s sales should not be viewed as a substitute of financial measures under the relevant accounting bases.basis. Investors should not make investment decisions based solely on embedded value information and the value of one year’s sales.

120


It is important to note that actuarial standards with respect to the calculation of embedded value are still evolving. There is still no universal standard which defines the form, calculation methodology or presentation format of the embedded value of an insurance company. Hence, differences in definition, methodology, assumptions, accounting basis and disclosures may cause inconsistency when comparing the results of different companies.

Also, the calculation of embedded value calculationand the value of one year’s sales involves substantial technical complexity and estimates can vary materially as key assumptions are changed. Therefore, special care is advised when interpreting embedded value results.

The values shown below do not consider the future financial effectimpact of the policy management agreementtransactions between CLIC and China Life, the non-competition agreement between CLIC and China Life, the trademark license agreement between CLIC and China Life and the property leasing agreement betweenCLIC, IHC, and China Life, nor the future financial impact of transactions of China Life with AMC, China Life Pension and CLPCIC.

etc.

Definitions of Embedded Value and Value of One Year’s Sales

The embedded value of a life insurer is defined as the sum of the adjusted net worth and the value of in-force business allowing for the cost of capital supporting a company’s desired solvency margin.

“Adjusted net worth” is equal to the sum of:

Net assets, defined as assets less PRC solvency policy reserves and other liabilities; and

Net-of-tax adjustments for relevant differences between the market value and the book value of assets, together with relevant net-of-tax adjustments to certain liabilities.

The market value of assets can fluctuate significantly over time due to the impact of the prevailing market environment. Hence the adjusted net worth can fluctuate significantly between valuation dates.

The “value of in-force business” and the “value of one year’s sales” are defined here as the discounted value of the projected stream of future after-tax distributable profits for existing in-force business at the valuation date and for one year’s sales in the 12 months immediately preceding the valuation date. Distributable profits arise after allowance for PRC solvency reserves and solvency margins at the required regulatory minimum level.

The value of in-force business and the value of one year’s sales have been determined using a traditional deterministic discounted cash flow methodology. This methodology makes implicit allowance for the cost of investment guarantees and policyholder options, asset/liability mismatch risk, credit risk, the risk of operating experience’s fluctuation and the economic cost of capital through the use of a risk-adjusted discount rate.

Preparation and Review

The embedded value and the value of one year’s sales were prepared by China Life in accordance with “Life Insurance Embedded Value Reporting Guidelines” issued by the CIRC. Towers Watson, an international firm of consultants, performed a review of ourChina Life’s embedded value. The review statement from Towers Watson is contained in the “Towers Watson’s Review Opinion Reportreview opinion report on Embedded Value”embedded value” section.

121

On 15 May 2012, the MOF and SAT issued the “Notice on Corporate Income Tax Deduction of Reserves for Insurance Companies” (Cai Shui [2012] No. 45), requiring the taxation basis to be based on accounting profits. Based on the above regulation, in preparing the 2013 embedded value report, the adjusted net worth has reflected the tax treatment in accordance with accounting profits. When calculating the value of in-force business and value of one year’s sales, as there is uncertainty in the accounting liability assumptions in future valuation periods (such as valuation interest rates), correspondingly, numerous scenarios could be possible as to future accounting profits. Consequently, we have adopted the profits based on the solvency liability in projecting future tax payable in the base scenario. We also disclose the value of in-force business and value of one year’s sales calculated using tax payable based on the accounting profits in accordance to the “Provisions on the Accounting Treatment Related to Insurance Contracts” under one possible scenario in the table 4 of “Sensitivity Results”.


Assumptions

Assumptions
Economic assumptions:

The calculations are based upon assumed corporate tax rate of 25% for all years. The investment returns are assumed to be 4.85%5.1% in 20102013 and grading to 5.35% in 2012, rising to 5.5% in 20132017 (remaining level thereafter). An average of 15% from 201014% in 2013, and changing to 2016, and 13 %17% in 20172018 (remaining level thereafter) of the investment return is assumed to be exempt from income tax. These investment return and tax exempt assumptions are based on our strategic asset mix and expected future returns. The risk-adjusted discount rate used is 11%.

Other operating assumptions such as mortality, morbidity, lapses and expenses are based on our recent operating experience and expected future outlook.

Summary of Results

The embedded value as at 31 December 31, 20102013 and the value of one year’s sales for the 12 months to 31 December 31, 2010,2013, and their corresponding results in 20092012 are shown below.

below:

Table 1

Components of Embedded Value and Value of One Year’s Sales
         
  RMB million 
ITEM 2010  2009 
         
A Adjusted Net Worth  144,655   159,948 
B Value of In-Force Business before Cost of Solvency Margin  183,008   149,387 
C Cost of Solvency Margin  (29,564)  (24,106)
D Value of In-Force Business after Cost of Solvency Margin (B+C)  153,444   125,282 
E Embedded Value (A + D)
  298,099   285,229 
F Value of One Year’s Sales before Cost of Solvency Margin  23,726   21,352 
G Cost of Solvency Margin  (3,887)  (3,638)
H Value of One Year’s Sales after Cost of Solvency Margin (F+G)
  19,839   17,713 

Components of Embedded Value and Value of One Year’s Sales  RMB million 

ITEM

     December 31, 2013  December 31, 2012 

A

  Adjusted Net Worth   107,522    128,507  

B

  Value of In-Force Business before Cost of Solvency Margin   271,837    245,134  

C

  Cost of Solvency Margin   (37,135  (36,046

D

  Value of In-Force Business after Cost of solvency Margin (B+C)   234,702    209,088  

E

  Embedded Value (A + D)   342,224    337,596  

F

  Value of One Year’s Sales before Cost of Solvency Margin   24,421    24,129  

G

  Cost of Solvency Margin   (3,120  (3,295

H

  Value of One Year’s Sales after Cost of Solvency Margin (F + G)   21,300    20,834  

Notes:

1)
Notes:1)Numbers may not be additive due to rounding.
2)Taxable income isincomes in embedded value and the value of one year’s sales are based on distributable earnings calculated using solvency reserves.

Value of One Year’s Sales by Channel

The value of one year’s sales by channel is shown below:

Table 2

Value of One Year’s Sales by Channel  RMB million 
   Value of One Year’s Sales 

Channel

  2013   2012 

Exclusive Individual Agent Channel

   19,639     18,362  

Group Insurance Channel

   532     347  

Bancassurance Channel

   1,129     2,125  
  

 

 

   

 

 

 

Total

   21,300     20,834  
  

 

 

   

 

 

 

Note:Telemarketing business is included in Exclusive Individual Agent Channel. Supplementary major medical insurance business is included in Group Insurance Channel.

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Movement Analysis

The following analysis tracks the movement of the embedded value from the start to the end of 2010.

2013.

Table 23

Analysis of Embedded Value Movement

in 2013

ITEM

     RMB million 

A

  Embedded Value at Start of Year   285,229337,596  

B

  Expected Return on Embedded Value   23,92235,536  

C

  Value of New Business in the Period   19,83921,300  

D

  Operating Experience Variance   (32,258)

E

  Investment Experience Variance   (9,29722,953)

F

  Methodology, Model and Assumption Changes   413(1,957) 

G

  Market Value Adjustmentand Other Adjustments   (1,93718,885)

H

  Exchange Gains or Losses   (391436)

I

  Shareholder Dividend Distribution   (19,7853,957)

J

  Other   109(1,762) 

K

  Embedded Value as at 31 Dec 2010December 2013 (sum A through J)   298,099342,224  

Notes:1) Numbers may not be additive due to rounding.
            2) Items B through J are explained below:

B  Reflects unwinding of the opening value of in-force business and value of new business sales in 20102013 plus the expected return on investments supporting the 20102013 opening net worth.
C  Value of new business sales in 2010.2013.
D  Reflects the difference between actual operating experience in 20102013 (including lapse, mortality, morbidity, lapses and expenseexpenses etc.) and the assumptions.
E  Compares actual with expected investment returns during 2010.2013.
F  Reflects the effect of projection method, model enhancements and assumption changes.
G  Change in the market value adjustment from the beginning of 2010year 2013 to the end of 2010,31 December 2013 and other related adjustments.
H  ReflectReflects the gains or losses due to changechanges in exchange rate.
I  Reflects dividends distributed to shareholders during 2010.2013.
J  Other miscellaneous items.

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Sensitivity Results


Sensitivity Testing
Sensitivity testing was performed using a range of alternative assumptions. In each of the sensitivity tests, only the assumption referred to was changed, with all other assumptions remaining unchanged. The results are summarized below.
below:

Table 34

         
  RMB million 
  VALUE OF  VALUE OF 
  IN-FORCE  ONE YEAR’S 
  BUSINESS  SALES 
  AFTER COST  AFTER 
  OF  COST OF 
  SOLVENCY  SOLVENCY 
Sensitivity Results MARGIN  MARGIN 
         
Base case scenario  153,444   19,839 
1.Risk discount rate of 11.5%
  145,375   18,794 
2.Risk discount rate of 10.5%
  162,126   20,959 
3.10% increase in investment return
  182,023   22,667 
4.10% decrease in investment return
  125,022   17,040 
5.10% increase in expenses
  151,002   18,014 
6.10% decrease in expenses
  155,882   21,664 
7.10% increase in mortality rate for non-annuity products and 10% decrease in mortality rate for annuity products
  151,791   19,757 
8.10% decrease in mortality rate for non-annuity products and 10% increase in mortality rate for annuity products
  155,118   19,920 
9.10% increase in lapse rates
  152,080   19,756 
10.10% decrease in lapse rates
  154,857   19,916 
11.10% increase in morbidity rates
  151,609   19,756 
12.10% decrease in morbidity rates
  155,294   19,922 
13.10% increase in claim ratio of short term business
  153,162   19,249 
14.10% decrease in claim ratio of short term business
  153,725   20,429 
15.Solvency margin at 150% of statutory minimum
  139,372   17,865 
16.Using 2009 EV assumptions
  153,452   19,809 
17.Taxable income based on accounting profit in accordance to “the Provisions on the Accounting Treatment Related to Insurance Contracts”
  148,722   19,990 
 
   Adjusted Net Worth 
Base Case Scenario  144,655     
18.Taxable income based on accounting profit in accordance to “the Provisions on the Accounting Treatment Related to Insurance Contracts”
  137,155     

Sensitivity Results  RMB million 
      Value of in-force business
after cost of solvency
margin
   Value of one year’s sales
after cost of solvency
margin
 
  Base case scenario   234,702     21,300  

1.

  Risk discount rate of 11.5%   223,432     20,136  

2.

  Risk discount rate of 10.5%   246,803     22,554  

3.

  10% increase in investment return   272,880     24,002  

4.

  10% decrease in investment return   196,795     18,632  

5.

  10% increase in expenses   231,998     19,645  

6.

  10% decrease in expenses   237,400     22,956  

7.

  10% increase in mortality rate for non-annuity products and 10% decrease in mortality rate for annuity products   232,674     21,213  

8.

  10% decrease in mortality rate for non-annuity products and 10% increase in mortality rate for annuity products   236,759     21,388  

9.

  10% increase in lapse rates   233,677     21,102  

10.

  10% decrease in lapse rates   235,740     21,490  

11.

  10% increase in morbidity rates   232,531     21,188  

12.

  10% decrease in morbidity rates   236,889     21,414  

13.

  10% increase in claim ratio of short term business   234,403     20,515  

14.

  10% decrease in claim ratio of short term business   235,001     22,085  

15.

  Solvency margin at 150% of statutory minimum   224,030     19,707  

16.

  Using 2012 EV assumptions   237,458     21,189  

17.

  Taxable income based on the accounting profit in accordance to the “Provisions on the Accounting Treatment Related to Insurance Contracts” under one possible scenario   238,347     20,830  

Note:Taxable income is based on distributable earnings calculated using solvency reserves for Scenarios 1 to 16.

Towers Wastson’s Review Opinion Report on Embedded Value

To The Directors of China Life Insurance Company Limited

China Life Insurance Company Limited (“China Life”) has prepared embedded value results for the financial year ended 31 December 20102013 (“EV Results”). The disclosure of these EV Results, together with a description of the methodology and assumptions that have been used, are shown in the Embedded Value section.

China Life has engaged Towers Watson Pennsylvania Inc., trading as Towers WatsonManagement Consulting (Shenzhen) Co. Ltd. Beijing Branch (“Towers Watson”) to review its EV Results. This report is addressed solely to China Life in accordance with the terms of our engagement letter, and sets out the scope of our work and our conclusions. To the fullest extent permitted by applicable law, we do not accept or assume any responsibility, duty of care or liability to anyone other than China Life for or in connection with our review work, the opinions we have formed, or for any statement set forth in this report.

Scope of work

Our scope of work covered:

a review of the methodology used to develop the embedded value and value of one year’s sales as at 31 December 2010,2013, in the light of the requirements of the “Life Insurance Embedded Value Reporting Guidelines” issued by the China Insurance Regulatory Commission (“CIRC”) in September 2005;

a review of the economic and operating assumptions used to develop the embedded value and value of one year’s sales as at 31 December 2010;2013;

a review of the results of China Life’s calculation of the EV Results.

In carrying out our review, we have relied on the accuracy of audited and unaudited data and information provided by China Life.

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Opinion

Based on the scope of work above, we have concluded that:

the embedded value methodology used by China Life is consistent with the requirements of the “Life Insurance Embedded Value Reporting Guidelines” issued by the CIRC. The methodology applied by China Life is a common methodology used to determine embedded values of life insurance companies in China at the current time;

the economic assumptions used by China Life are internally consistent, have been set with regard to current economic conditions, and have made allowance for the company’s current and expected future asset mix and investment strategy;

the operating assumptions used by China Life have been set with appropriate regard to past, current and expected future experience;

no changes have been assumed to the treatment of tax, but some sensitivity results relating to tax have been shown by China Life; and

the EV Results have been prepared, in all material respects, in accordance with the methodology and assumptions set out in the Embedded Value section.

For and on behalf of Towers Watson

Adrian Liu              FIAA, FCAA

25th March 2014

For and on behalf of Towers Watson
Adrian Liu FIAA, FCAA
15th March 2011

ITEM 9.THE OFFER AND LISTING.

In connection with our initial public offering, our American depositary shares, or ADSs, each representing 40 H shares, were listed and commenced trading on New York Stock Exchange on December 17, 2003 under the symbol “LFC”. Our H shares were listed and commenced trading on the Hong Kong Stock Exchange on December 18, 2003 under the stock code “2628”. Prior to these listings, there was no public market for our equity securities. The New York Stock Exchange and the Hong Kong Stock Exchange are the principal trading markets for our ADSs and H shares, which are not listed on any other exchanges in or outside the United States.

On December 29, 2006, the ratio of ADSs to H shares was reduced from 40 H shares to 15 H shares. Our A shares were listed and commenced trading on the Shanghai Stock Exchange on January 9, 2007 under the stock code “601628”.

The high and low closing sale prices of the H shares on the HKSE, the ADSs on the NYSE and the A shares on the SSE for the periods indicated are as follows(1):

                         
  Price per H Share  Price per ADS(2)  Price per A share 
  (HK$)  (US$)  (RMB) 
  High  Low  High  Low  High  Low 
Annual
                        
2006  27.2000   7.0500   52.18   13.76       
2007  52.0000   19.2600   106.56   36.70   75.0800(3)  32.0400(3)
2008  39.8500   16.7000   76.75   33.57   58.9700   18.1500 
2009  41.0000   19.9000   79.86   38.34   33.1800   18.6700 
2010  39.3000   29.7000   76.14   57.36   31.4200   20.9000 
Quarterly
                        
First Quarter, 2009  26.4500   19.9000   51.56   38.34   24.0300   18.6700 
Second Quarter, 2009  30.5000   25.4500   59.39   50.10   27.7500   22.6200 
Third Quarter, 2009  36.1500   28.6000   70.09   54.83   34.0100   25.1000 
Fourth Quarter, 2009  41.0000   32.8000   79.86   63.16   33.1800   28.3800 
First Quarter, 2010  39.3000   32.6000   76.14   62.50   31.4200   26.6900 
Second Quarter, 2010  38.2000   32.5500   74.79   62.68   28.4700   22.7300 
Third Quarter, 2010  35.2000   29.7000   68.45   57.36   25.3300   20.9000 
Fourth Quarter, 2010  36.6000   31.1000   70.50   59.78   27.8800   21.0400 
First Quarter, 2011  32.6000   28.0000   62.93   53.66   22.3200 �� 20.7900 
Monthly
                        
October 2010  36.3500   31.1000   70.35   59.78   27.8800   22.4400 
November 2010  36.6000   33.3000   70.50   63.83   26.8400   22.2900 
December 2010  33.7500   31.1500   65.62   60.73   23.5400   21.0400 
January 2011  32.6000   30.3000   62.93   58.29   21.9200   20.7900 
February 2011  30.4000   28.6500   58.72   55.81   22.2100   21.0200 
March 2011  30.6500   28.0000   58.85   53.66   22.3200   20.8800 
April 2011 (through April 15, 2010)  30.4500   29.4500   58.43   56.84   22.1800   21.3300 

   Price per H Share
(HK$)
   Price per ADS (2)
(US$)
   Price per A share
(RMB)
 
   High   Low   High   Low   High   Low 

Annual

            

2009

   41.0000     19.9000     79.86     38.34     33.1800     18.6700  

2010

   39.3000     29.7000     76.14     57.36     31.4200     20.9000  

2011

   32.6000     17.2400     62.93     33.52     22.3200     14.8100  

2012

   25.3000     17.0600     49.69     33.47     21.4000     15.8700  

2013

   27.2000     17.5000     52.62     34.27     21.9200     12.9100  

Quarterly

            

First Quarter, 2012

   24.3000     18.8000     47.04     36.18     19.3300     16.0700  

Second Quarter, 2012

   21.3700     17.0600     40.99     33.47     18.9700     16.1500  

Third Quarter, 2012

   22.9500     19.9600     44.62     39.22     20.0000     16.5600  

Fourth Quarter, 2012

   25.3000     22.0500     49.69     42.80     21.4000     17.0800  

First Quarter, 2013

   27.2000     20.1000     52.62     39.42     21.9200     17.0400  

Second Quarter, 2013

   22.3000     17.7200     43.56     34.54     17.6700     13.4200  

Third Quarter, 2013

   21.4500     17.5000     41.42     34.27     15.0100     12.9100  

Fourth Quarter, 2013

   25.7000     19.6200     49.50     38.06     16.4600     13.4300  

First Quarter, 2014

   24,2500     20.1500     45.37     39.00     15.1300     13.0700  

Monthly

            

October 2013

   20.8500     19.6200     40.64     38.06     14.0400     13.4300  

November 2013

   25.0000     20.4000     48.76     39.37     15.8100     13.6800  

December 2013

   25.7000     23.4500     49.50     45.55     16.4600     14.5100  

January 2014

   24.2500     21.2000     45.37     40.60     15.1300     13.7200  

February 2014

   23.1000     20.2500     44.48     39.27     14.4900     13.5700  

March 2014

   22.2000     20.1500     43.20     39.00     14.0200     13.0700  

April 2014 (through April 17, 2014)

   22.7500     21.1500     14.81     13.48     14.8100     13.4800  

(1)Source: Yahoo! Finance (http://finance.yahoo.com).
(2)Each ADS represented 40 H shares until December 29, 2006 when the ratio was altered such that each ADS representedrepresents 15 H shares. The market quotations shown in the table above have been restated for all periods to reflect the current ratio of 15 H shares per ADS.
(3)From the date of listing: January 9, 2007.

 

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ITEM 10.ADDITIONAL INFORMATION.

A.  SHARE CAPITAL

Not applicable.

B.  ARTICLES OF ASSOCIATION

The following is a brief summary of certain provisions of our current articles of association, the PRC company law and certain other laws and regulations applicable to us. Such summary is not purported to be complete. For further information, you should refer to the full text of our articles of association and to the texts of applicable laws and regulations.

Objects and Purposes

We are organized under the PRC company law as a joint stock company. We are registered with the SAIC in Beijing, China and our business license carries the registration number 100000000037965.

Our business scope, set forth in Article 10 of our articles of association, is to engage in life, accident and health insurance businesses; reinsurance business relating to the foregoing; fund investment businesses authorized by laws, regulations or the State Council; and agency business, consulting business and provision of services, in each case relating to life insurance.

insurance; and other business as approved by the insurance regulatory authority of the PRC.

Sources of Shareholders’ Rights

The primary sources of shareholders’ rights are the PRC company law, our articles of association, Special Rules applicable to overseas listed joint stock companies promulgated by the State Council, or Special Rules, relevant CSRC regulations, the Shanghai Stock Exchange Listing Rules, and the Hong Kong Stock Exchange Listing Rules that, among other things, impose certain standards of conduct, fairness and disclosure on us, our directors and CLIC, our controlling shareholder. The PRC company law was enacted in December 1993 and serves as the primary body of law regulating corporate actions of companies organized in the PRC and its directors and shareholders.

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Our articles of association have incorporated the provisions set forth in the Mandatory Provisions for the Articles of Association of Companies Listed Overseas, or the Mandatory Provisions, adopted in 1994 pursuant to the requirements of the CSRC and the provisions set forth in the Guidelines on the Articles of Association of Listed Companies, or the Guidelines, as amended in 2006 by the CSRC. Any amendment to the relevant mandatory provisions will only become effective after approval by the relevant governmental departments authorized by the State Council and the CSRC. The Hong Kong Stock Exchange Listing Rules require a number of provisions in addition to the Mandatory Provisions to be included in our articles of association.

According to the HKSE Listing Rules, we may not amend certain provisions of our articles of association that have been mandated by the Hong Kong Stock Exchange. These provisions include, among others:

varying the rights of existing classes of shares;

voting rights;

our power to purchase our own shares;

rights of minority shareholders; and

liquidation procedures.

In addition, upon the listing of the H shares and for so long as the H shares are listed on the Hong Kong Stock Exchange, we are subject to the relevant ordinances, rules and regulations applicable to companies listed on the Hong Kong Stock Exchange, including, among other things, the Hong Kong Stock Exchange Listing Rules, the Securities and Futures Ordinance and the Hong Kong Codes on Takeovers and Mergers and Share Repurchases.

Unless otherwise specified, all rights, obligations and protections discussed below are derived from our articles of association and the PRC company law.

Enforceability of Shareholders’ Rights

Enforceability of our shareholders’ rights may be limited.

In accordance with the rules applicable to Chinese overseas listed companies, our articles of association provide that, with certain limited exceptions, all disputes or claims based on our articles of association, the PRC company law or other relevant laws or administrative rules, and concerning matters between holders of H shares and holders of A shares, us, or our directors, supervisors, president, vice presidents or other senior officers, must be submitted for arbitration at either the China International Economic and Trade Arbitration Commission or the Hong Kong International Arbitration Center. If an applicant chooses to have the dispute arbitrated at the Hong Kong International Arbitration Center, either party may request that venue be changed to Shenzhen, a city in mainland China near Hong Kong. The governing law for the above-mentioned disputes or claims is Chinese law unless otherwise provided by Chinese law. Any such arbitration will be final and conclusive.

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In June 1999, an arrangement was made between the People’s Courts of the PRC and the courts of Hong Kong for mutual enforcement of arbitration rewards rendered in the PRC and Hong Kong according to their respective laws. This arrangement was approved by the Supreme Court of the PRC and the Hong Kong Legislative Council and became effective on February 1, 2000.

There has not been any published report of judicial enforcement in the PRC by H shareholders of their rights under charter documents of PRC joint stock companies or the PRC company law or in the application or interpretation of the PRC or Hong Kong regulatory provisions applicable to PRC joint stock companies.

The PRC company law allows shareholders to sue, on behalf of the corporation, against persons, including corporate officers, directors, who have allegedly wronged the corporation, where the corporation itself has failed to enforce such claim against such persons directly. Class action lawsuits based on violations of securities laws are generally not available.

We are subject to the Hong Kong Exchange Listing Rules, the Hong Kong Securities and Futures Ordinance, or Securities and Futures Ordinance, and the Hong Kong Codes on Takeovers and Mergers and Share Repurchases. However, holders of H shares will not be able to bring actions on the basis of violations of the Hong Kong Stock Exchange Listing Rules and must instead rely on the Hong Kong Stock Exchange to enforce its rules. The Hong Kong Codes on Takeovers and Mergers and Share Repurchases do not have the force of law and are only standards of commercial conduct considered acceptable for takeover and merger transactions and share repurchases in Hong Kong as established by the Securities and Futures Commission of Hong Kong and the securities and futures industry in Hong Kong. The Securities and Futures Ordinance establishes various obligations in relation to disclosure of shareholders’ interests in Hong Kong listed companies, the violation of which is subject to prosecution by the Securities and Futures Commission of Hong Kong.

See “Item 3. Key Information—Risk Factors—Risks Relating to the People’s Republic of China—The laws in China differ from the laws in the United States and may afford less protection to our minority shareholders” and “Item 3. Key Information—Risk Factors—Risks Relating to the People’s Republic of China—You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in the PRC based on U.S. or other foreign laws against us, our management and some of the experts named in the annual report”.

Dividends

Our board of directors may propose dividend distributions at any time.distributions. A distribution of dividends for any fiscal year is subject to shareholders’ approval. Dividends may be distributed in the form of cash or shares.shares or a combination of both. The H shares will rank equally with A shares with regard to dividend rights. A distribution of shares must be approved by special resolution of the shareholders.

shareholders’ meeting.

We may only distribute dividends after allowance has been made for:

recovery of accumulated losses, if any;

allocations to the statutory common reserve fund equivalent to 10% of our after-tax income; and

allocations to a discretionary common reserve fund as approved by the shareholders in a shareholders’ meeting.

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Under Chinese law, dividends may be paid only out of distributable profits. Distributable profits generally means our after-tax profits as determined under PRC GAAP, less any recovery of accumulated losses and allocations to statutory funds that we are required to make, subject to further regulatory restrictions. There is no difference between after-tax profits as determined under PRC GAAP and IFRS. Any distributable profits that are not distributed in a given year are retained and available for distribution in subsequent years. However, we will ordinarily not pay any dividends in a year when we do not have any distributable profits.

Payment of dividends by us is also regulated by the PRC insurance law. If we do not meet the solvency margin required by the CIRC, we will be prohibited from paying dividends. See “Item 4. Information on the Company—Business Overview—Regulation and Related Matters—Insurance Company Regulation—Solvency requirements”.

Our articles of association require us to appoint, on behalf of the holders of H shares, a receiving agent that is registered as a trust corporation under the Trustee Ordinance of Hong Kong to receive dividends declared by us in respect of the H shares on behalf of such shareholders. Our articles of association require that cash dividends in respect of H shares be declared in Renminbi and paid by us in Hong Kong dollars. The depositary will convert these proceeds into U.S. dollars and will remit the converted proceeds to holders of our ADSs.

Subject to the requirements under applicable PRC laws and rules of the securities regulatory authorities of the PRC, Hong Kong and United States, we may exercise the power to forfeit unclaimed dividends, provided that such power cannot be exercised until after the expiration of applicable limitation period.

We anticipate that our controlling shareholder, CLIC, may incur future operating losses arising in part from the runoff of policies retained by it in connection with the restructuring. Dividends received from us may become one of CLIC’s principal means of funding these losses. Although we believe that the reserves held by CLIC and other financial resources available to it will fund substantially all of any future operating shortfalls arising out of these policies, which should reduce CLIC’s reliance on dividends from us, subject to the relevant provisions of the PRC company law and our articles of association as described above and in “Item 8. Financial Information—Consolidated Financial Statements and Other Financial Information—Policy on Dividend Distributions”, CLIC may seek to increase the amount of dividends we pay in order to satisfy its cash flow requirements. See “Item 3. Key Information—Risk Factors—Risks Relating to the Restructuring”.

Dividend payments may be subject to Chinese withholding tax. See “—Taxation—The People’s Republic of China—Taxation of Dividends”.

Voting Rights and Shareholders’ Meetings

Our board of directors will convene a shareholders’ annual general meeting once every year within six months from the end of the preceding fiscal year. Our board of directors must convene an interim meeting within two months of the occurrence of any of the following events:

where the number of directors is less than the number stipulated in the PRC company law or two-thirds of the number specified in our articles of association;

where our unrecovered losses reach one-third of the total amount of our share capital;

where shareholders, individually or jointly, holding 10% or more of our issued and outstanding voting shares so request in writing;

whenever our board of directors deems necessary, or more than half of directors (including at least two independent directors) or our board of supervisors so requests; or

any other event as maybe provided by applicable laws, rules, regulations or our articles of association.

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All shareholders’ meetings must be convened by our board of directors by written notice given to shareholders no less than 45 days before the meeting. Shareholders holding at least one-half of our total voting shares will constitute a quorum for a shareholders’ meeting. If a quorum is not reached, we are required to notify our shareholders within five days by public announcement of the agenda, the date and the venue of the adjourned meeting. After the notice, we may conduct the shareholders’ meeting. The accidental omission by us to give notice of a meeting to, or the non-receipt of notice of a meeting by, a shareholder will not invalidate the proceedings at that shareholders’ meeting.

Shareholders at meetings have the power, among other matters, to approve or reject our profit distribution plans, annual budget, financial statements, increases or decreases in share capital, issuances of debentures, mergers, liquidation, any equity-based incentive plan and any amendment to our articles of association. In addition, the rights of a class of shareholders may not be modified or abrogated, unless approved by a special resolution of shareholders at a general shareholders’ meeting and by a special resolution of shareholders of that class of shares at a separate meeting. Our articles of association enumerate various amendments which would be deemed to be a modification or abrogation of the rights of a class of shareholders, including, among others, increasing or decreasing the number of shares of a class disproportionate to increases or decreases of other classes of shares, removing or reducing rights to receive dividends in a particular currency or creating shares with voting or equity rights superior to those of shares of that class. There are no restrictions under PRC law or our articles of association on the ability of investors that are not Chinese residents to hold H shares and exercise voting rights, except that holders of H shares are unable to vote online and the prior approval of the CIRC is required in respect of any acquisition which results in the acquirer holding more than 5% of the outstanding share capital of our company and the other restrictions set out under “Item 4. Information on the Company—Business Overview—Regulatory and Related Matters—Insurance Company Regulation—Restriction of ownership in joint stock insurance companies”.

Each of our ordinary shares, whether it be an A share or an H share, is entitled to one vote on all matters submitted for vote at all shareholders’ meetings, except for meetings of a special class of shareholders where only holders of shares of the affected class are entitled to vote on the basis of one vote per share of the affected class.

Shareholders are entitled to attend and vote at meetings either in person or by proxy. Proxies must be in writing and deposited at our legal address or such other place as is specified in the meeting notice, no less than 24 hours before the time for holding the meeting at which the proxy proposes to vote or the time appointed for the passing of the relevant resolution.

Resolutions on any of the following matters must be approved by more than two-thirds of the voting rights held by shareholders who are present in person or by proxy:

an increase or decrease in our share capital or the issuance of shares, warrants, debentures and other similar securities;

our division, merger, dissolution or liquidation (shareholders who object to a proposed merger are entitled to demand that either we or the shareholders who approved the merger purchase their shares at a fair price);

amendments to our articles of association;

 

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purchase or sale within any single year of any material assets exceeding 30% of our latest audited total assets;

any equity-based incentive plan; and

any other matters as provided under applicable laws or regulations or determined by a majority of shareholders at a general meeting to have a material impact on us and should be approved by two-thirds of the voting rights.

An amendment of shareholders’ rights of any class of shares must be approved by more than two-thirds of the voting rights held by holders of shares in the affected class who are present in person or by proxy.

All other actions taken by the shareholders will be approved by a majority of the voting rights held by shareholders who are present in person or by proxy at the shareholders’ meeting.

Any shareholder resolution that is in violation of any laws or regulations of China or the articles of association will be null and void.

Liquidation Rights

We are organized as a joint stock company with limited liability of indefinite duration, but must pass the annual inspection with the SAIC. In the event of our liquidation, the H shares will rank equally with the A shares, and payment of debts out of our remaining assets shallis required to be made in the order of priority prescribed by applicable laws and regulations or, if no such standards exist, in accordance with such procedures as the liquidation committee that has been appointed either by us or the People’s Courts of China may consider to be fair and reasonable. After payment of debts, we shallare required to distribute the remaining property to shareholders in proportion to the number of shares they hold.

Information Rights

Our shareholders may, subject to reasonable fees and costs, obtain a copy of our articles of association and inspect and copy all parts of our register of shareholders, personal particulars of the directors, supervisors, president and other senior officers, reports on the state of our share capital, reports showing the aggregate par value, highest and lowest price paid in respect of each class of shares repurchased by us since the end of the last accounting year and the aggregate amount paid by us for this purpose, minutes of shareholders’ general meetings, and counterfoils of company debt securities, resolutions of board meetings, resolutions of board of supervisors.

Our fiscal year is the calendar year ending December 31. We must send to holders of H shares, no less than 21 days before the date of the shareholders’ annual general meeting and no more than four months after the end of the relevant financial year, our annual report (including our annual accounts, together with a copy of the auditors’ report thereon). Further, we must publish a preliminary results announcement no later than three months after the end of the relevant fiscal year. The results announcement in respect of the relevant financial year is required to be published on the HKSE’s website no later than the time that is 30 minutes before the earlier of the commencement of the morning trading session or any pre-opening session on the next business day after approval by or on behalf of our board of directors. For annual accounting periods ending on or after December 31, 2010, we must publish such results no later than three months after the end of relevant fiscal year. These and any interim financial statements must be prepared in accordance with HKFRS, IFRS or PRC GAAP in the case of a PRC issuer that has adopted PRC GAAP for the preparation of its annual financial statements. The annual financial statements must be approved by a majority of our shareholders who are present in person or by proxy at the annual general meeting.

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The Hong Kong Stock ExchangeHKSE Listing Rules also require us to send to holders of H shares an interim report no later than three months after the end of the first six months of each fiscal year. Further, we must publish a preliminary results announcement no later than two months after the end of the six-month period. The results announcement in respect of the relevant six-month period is required to be published on the HKSE’s website no later than the time that is 30 minutes before the earlier of the commencement of the morning trading session or any pre-opening session on the next business day after approval by or on behalf of our board of directors. For half-year accounting periods ending on or after June 30, 2010, we must publish such results no later than two months after the end of the six-month period.

According to the HKSE Listing Rules, where in the view of the HKSE there is or there is likely to be a false market in our securities, we are required to keep the Hong Kong Stock Exchange, our shareholders and other holders of our listed securities informedmust, as soon as reasonably practicable of anyafter consultation with the HKSE, announce the information relating to us and our subsidiaries, including information on any major new developments that is not public information, which:

is necessary to enable them and the public to appraise the position of us and our subsidiaries; or
is necessary to avoid the establishment of a false market in our securities;securities. In addition, according to the provisions of inside information under the Securities and Futures Ordinance of Hong Kong, we must, as soon as reasonably practicable after any inside information has come to our knowledge, disclose the information to the public. Inside information, in relation to a listed corporation, means specific information that—

is about the corporation, a shareholder or officer of the corporation, or the listed securities of the corporation or their derivatives; and

might reasonablyis not generally known to the persons who are accustomed or would be expectedlikely to affectdeal in the listed securities of the corporation but would if generally known to them be likely to materially market activity in, andaffect the price of ourthe listed securities.
We are Depending on the size of the transaction, we may also be required to disclose to our shareholders details of various acquisitions or disposals of assets and other transactions (including transactions with controlling shareholders).

Restrictions on Transferability and the Share Register

Unless otherwise permitted by relevant PRC rules or regulations or approved by relevant PRC authorities, H shares may be traded only among investors who are legal or natural persons resident outside of China, and may not be sold to investors resident within the PRC. There are no restrictions under PRC law or our articles of association on the ability of investors who are not PRC residents to hold H shares. However, under relevant PRC law, a legal person resident outside of China is only allowed to hold not more than 10%20% of our issued share capital and legal persons resident outside of China are only allowed to hold in aggregate not more than 25% of our issued share capital.

capital, unless otherwise approved by competent authorities.

We are required to keep a register of our shareholders which shall be comprised of various parts, including one part which is to be maintained in Hong Kong in relation to holders of H shares. Shareholders have the right to inspect and, for a reasonable charge, to copy the share register. No transfers of ordinary shares will be recorded in our share register within thirty days prior to the date of a shareholders’ general meeting or within five days prior to the record date established for the purpose of distributing a dividend.

We have appointed Computershare Hong Kong Investor Services Limited to act as the registrar of our H shares. This registrar maintains our register of holders of H shares and enters transfers of H shares in such register upon the presentation of the documents described above.

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Increases in Share Capital

Under our articles of association, issuance of new securities, including ordinary shares, securities convertible into ordinary shares, options, warrants or similar rights to subscribe for any ordinary shares or convertible securities, must be approved by at least two-thirds of the shareholders who attend the shareholders meeting in person or by proxy. In addition, the issuance of A shares or H shares must be approved by two-thirds of the class of domestic shares or H shares, as the case may be, unless the number of shares to be issued shall not exceed 20% of the number of shares of the same class then outstanding in any 12-month period.

A special resolution was passed at the shareholders’ annual general meeting held on May 25, 2009 to authorize our board of directors to issue additional shares, and amend the articles of association accordingly, in a nominal amount of no more than 20% of each of the aggregate nominal amount of our domestic shares and H shares in issue as at the date of such resolution, by the conclusion of next shareholders’ annual general meeting, or the expiration of the 12-month period following the passing of this resolution, or the date on which the resolution is otherwise revised or revoked by a special resolution of our shareholders, whichever is the earliest. Our board of directors has no immediate plan to issue any new shares.

Shareholders are not liable to make any further contribution to the share capital other than according to the terms that were agreed upon by the subscriber of the relevant shares at the time of subscription. New issues of shares must also be approved by relevant Chinese authorities.

Decreases in Share Capital and Repurchases

We may reduce our registered share capital only upon obtaining the approval of at least two-thirds of the shareholders who attend the shareholders meeting in person or by proxy and, in certain circumstances, of relevant Chinese authorities. The number of H shares that may be repurchased is subject to the Hong Kong Codes on Takeovers and Mergers and Share Repurchases.

Restrictions on Ownership

No individual legal entity or other organization (including any associated party thereof) that invests in an insurance company, other than an insurance holding company or an insurance company approved by the CIRC, may hold in excess of 20% of the shares in the insurance company. See “Item 4. Information on the Company—Business Overview—Regulation and Related Matters—Insurance Company Regulation—Restriction of ownership in joint stock insurance companies”.

Restrictions on Large or Controlling Shareholders

Our articles of association define a controlling shareholder as any person who acting alone or in concert with others:

is in a position to elect more than one-half of the board of directors;

has the power to exercise, or to control the exercise of, 30% or more of our voting rights;

holds 30% or more of our issued and outstanding shares; or

has de facto control of us in any other way.

As of the date of this annual report, CLIC, a wholly state-owned enterprise, is our only controlling shareholder.

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Our articles of association provide that, in addition to any obligation imposed by laws and administrative regulations or required by the Hong Kong Stock Exchange Listing Rules, a controlling shareholder shall not exercise its voting rights in a manner prejudicial to the interests of other shareholders:

to relieve a director or supervisor from his or her duty to act honestly in our best interests;

to approve the appropriation by a director or supervisor, for his or her own benefit or for the benefit of any other person, of our assets in any way, including without limitation opportunities which may be advantageous to us; or

to approve the appropriation by a director or supervisor, for his or her own benefit or for the benefit of another person, of the individual rights of other shareholders, including without limitation rights to distributions and voting rights (except in accordance with a restructuring of our company which has been submitted for approvalapproved by the shareholders at a general meeting in accordance with our articles of association).

Our articles of association also provide that a controlling shareholder or an actual controlling person shall not exploit its affiliated relation in a manner prejudicial to the interest of our company, and shall be liable for any losses suffered by us as a result thereof. The controlling shareholder or actual controlling person shall have fiduciary duties to both our company and our public shareholders. The controlling shareholder shall exercise its rights as a capital contributor of our company in strict compliance with the law. The controlling shareholder shall not cause any damage to the lawful rights and interest of our company and our public shareholders through, among others, any connected transactions, profit distribution, asset restructuring, external investment, fund appropriation and loan guarantee, or impair the interest of our company and our public shareholders through its controlling position.

Board of Directors

Our non-employee directors are elected by our shareholders at shareholders’ general meetings, and employee directors are elected by our employees or other democratic means at the employee representative conference. Directors are elected for a term of three years and may serve consecutive terms if re-elected.

Article 23 of Special Regulations on the Overseas Offering and Listing of Shares by Joint Stock Limited Companies provides that directors, supervisors, and senior officers of a company owe duties of honesty, care and diligence to their company.

Our articles of association provide that, in exercising their duties and powers, our directors, supervisors and senior officers will act with the care, diligence and skills that are expected of a reasonable person under similar circumstances, observe fiduciary principles and not place themselves in a situation where their interests conflict with the duties they are charged with performing. In addition to these fiduciary duties to our company, each director, supervisor and officer is obligated to each shareholder:

to act honestly in our company’s best interests;

not to exploit corporate assets for personal gains; and

not to expropriate the rights of our shareholders.

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If directors, supervisors or officers are found to have misappropriated our company’s assets or misused their position for personal gain, the PRC company law provides that any misappropriated or misused property be returned and any illegal proceeds received by such director, supervisor or officer be confiscated, and allows us to impose punishment on them. In serious cases, criminal liability may also be imposed. According to our articles of association, our shareholders may bring a derivative suit against any director, supervisor or officer who has breached his fiduciary duties. Most disputes between H shareholders and directors, supervisors and officers are required to be resolved by final and binding arbitration.

Moreover, our articles of association provide that our directors, supervisors and senior officers must not enter into transactions or contracts with us or agree to make corporate loans to any persons or provide guarantees for loans of any shareholder or any other person with corporate assets. In particular, our directors, supervisors and senior officers have obligations to disclose to the board of directors any direct or indirect material interest they may have in any contracts or transactions with us. They may not vote on any contracts, transactions or arrangements in which they have any material interest. Further, we may not make loans or provide guarantees to directors, supervisors or senior officers, unless such loans or guarantees are approved at a shareholders’ meeting or made in the ordinary course of business and to the extent permitted by applicable laws. All decisions relating to the compensation of directors are made at shareholders’ meetings.

There are no provisions under our articles of association or PRC law which relate to:

the retirement or non-retirement of directors under any age limit requirement;

directors’ borrowing power; or

number of shares required for directors’ qualification.

Subject to all relevant laws and administrative regulations, the shareholders may remove any director before the expiration of his or her term of office by a majority vote of the shareholders present in person or by proxy at shareholders’ general meetings. A director, supervisor, president, vice president or other senior officer may be relieved of liability for a specific breach of his or her duties by the consent of shareholders so long as specified conditions are met.

Board of Supervisors

Our board of supervisors consists of five supervisors. At least one-third of our board of supervisors must be employee representatives elected by our employees. The remaining members must be elected by our shareholders in a general meeting. One member of our board of supervisors is designated as the chairman. Members of the board of supervisors may not serve as director, president, vice president or other senior management of our company. The term of office for our supervisors is three years, which is renewable upon re-election.

The primary duty of the board of supervisors is to monitor our financial matters and management. The board of supervisors’ powers are generally limited to carrying out investigations and reporting to shareholders, the China Securities Regulatory Commission and other relevant governmental authorities having jurisdiction over our affairs and to convening shareholders’ interim meetings. Reasonable expenses incurred by the board of supervisors in carrying out its duties will be paid by us.

Our supervisors owe fiduciary duties to our company and our shareholders. Please see the discussion of the duties and the nature of recourse our shareholders may have against supervisors in breach of these duties in the subsection entitled “—Board of Directors”.

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The board of supervisors is accountable, and will report, to the shareholders at the shareholders’ general meetings.

Certain Differences Between PRC Company Law and Delaware Corporate Law

The PRC company law and other laws applicable to us differ in a number of respects from laws generally applicable to United States corporations and their shareholders. The description set forth below includes a summary of certain provisions of the PRC company law, Special Rules, Mandatory Provisions and the Guidelines applicable to companies listed both in the PRC and overseas, such as us, which differ from provisions of the corporate law of the State of Delaware.

General

We are a PRC joint stock company, which is a corporate entity organized under the PRC company law. Under the PRC company law, the registered capital of a joint stock company is divided into shares of equal par value. These shares are commonly called domestic ordinary shares. Each share of a joint stock company ranks equally with all other shares in its class as to voting rights (except for specified class voting rights) and rights to dividends and other distributions. Upon receiving approval from the relevant authorities, a joint stock company may offer its shares for sale to the public and seek to be listed on a stock exchange. The State Council may formulate separate regulations for the issuance of other classes of shares, including H shares. All of our issued shares are fully paid and nonassessable. Holders of H shares may transfer their shares without the approval of other shareholders. Among other things, a joint stock company must have (1) minimum paid-in capital of no less than RMB 5 million, (2) a board of directors of not fewer than five and not more than 19 members, and (3)(2) a board of supervisors of not fewer than three members.

The shareholders’ meeting of a joint stock company is the highest authority of the company and exercises the powers of the company with respect to significant matters, subject to applicable law and the articles of association of the company. The business of a joint stock company is under the overall management of a board of directors, subject to the PRC company law, other applicable laws and regulations (which in our case include the PRC insurance law and regulations), the company’s articles of association and duly adopted resolutions of its shareholders. The day-to-day operations of a joint stock company are under the direction of its general manager or president, subject to applicable laws and regulations, the company’s articles of association and duly adopted resolutions of the directors and shareholders. In addition, the PRC company law provides for the establishment of a board of supervisors for each joint stock company. The supervisors perform and exercise the functions and powers described below, including examination of the joint stock company’s affairs and monitoring the actions of the directors and officers of the company. The directors, supervisors and officers are not required to hold any qualifying shares in the joint stock company.

A joint stock company may be liquidated involuntarily due to insolvency or voluntarily in accordance with the terms of its articles of association or duly adopted shareholders’ resolutions. The property of a joint stock company remaining after full payment of its liquidation expenses, wages, labor insurance premiums of its employees and statutory compensations, outstanding taxes and debts, is distributed in proportion to the holdings of its shareholders.

Meetings of shareholders

Under PRC law, shareholders are given the power to approve specified matters. See “—Voting Rights and Shareholders’ Meetings”. In addition, the Mandatory Provisions provide that at shareholders’ meetings shareholders are entitled to consider any proposals made by shareholders holding in the aggregate at least 3% of voting power over the company’s shares.

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Under Delaware law, the business and affairs of a Delaware corporation are, in general, managed by or under the direction of its board of directors. Only certain fundamental matters regarding the corporation are reserved by statute to be exercised by the shareholders. These matters include, in general, election or removal of directors, retention or dismissal of the corporation’s independent auditors, mergers or other business combinations involving the corporation, amendment of the corporation’s certificate of incorporation and liquidation or dissolution of the corporation.

Shareholders’ approval by written consent

PRC law does not provide shareholders of overseas listed joint stock companies with rights to approve corporate matters by written consent. Under Delaware law, unless otherwise provided in the certificate of incorporation, any action which is required or permitted to be taken at any shareholders’ meeting may be taken without a meeting, subject to various conditions.

Amendments of articles of association

Under PRC law, an amendment of the articles of association must be approved by an affirmative vote of two-thirds of shareholders attending a shareholders’ meeting. Under the Mandatory Provisions, proposed amendment to the articles is required to be approved by the board of directors, as well as the shareholders. Amendments with respect to the Mandatory Provisions only become effective after approval by the relevant governmental department authorized by the State Council and the China Securities Regulatory Commission.

Under Delaware law, board as well as shareholder approvals are required for any amendment to the certificate of incorporation, but no governmental approval is generally required.

Powers and responsibilities of directors

Under PRC law, the board of directors is responsible for specified actions, including the following functions and powers of a joint stock company:

convening shareholders’ meetings and reporting its work to shareholders at these meetings;

implementing shareholders’ resolutions;

determining the company’s business plans and investment proposals;

formulating the company’s annual financial budgets and final accounts;

formulating the company’s profit distribution plans and loss recovery plans;

formulating proposals for the increase or decrease in the company’s registered capital and the issue of debentures;

formulating major acquisition and disposal plans and plans for the merger, division or dissolution of the company;

 

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to the extent authorized by the shareholders’ meeting, deciding on such matters as external investments, purchase or sale of assets, assets pledge and connected transactions of the company;

deciding on the company’s internal management structure and formulating its basic management system; and

appointing or removing the company’s principal executive officers; appointing and removing other senior officers based on the recommendation of the principal executive officer and deciding on the remuneration of the senior officers.

In addition, the Mandatory Provisions provide that the board has the authority to formulate any proposal to amend the articles of association and to exercise any other power conferred by a decision of the shareholders’ meeting.

Under Delaware law, the business and affairs of a Delaware corporation are managed by or under the direction of its board of directors. Their powers include fixing the remuneration of directors, except as otherwise provided by statute or in the certificate of incorporation or by-laws of the corporation.

Powers and responsibilities of supervisors

Under PRC law, a PRC joint stock company must have a board of supervisors consisting of shareholder representatives and one or more employee representatives. Supervisors attend board meetings as non-voting observers. Directors, officers and company personnel in charge of financial matters may not serve as supervisors. The supervisors perform and exercise the following functions and powers:

examining the company’s financial affairs;

monitoring compliance with laws, regulations, the articles of association of the company and the shareholders resolutions by the directors and officers of the company; and suggesting removing the directors and officers who violate these laws and regulations;

requiring corrective action from directors and officers whose actions are contrary to the interests of the company;

examining the financial information, including financial statements, operation reports and plans for profit distribution, to be submitted by the board of directors to the shareholders’ meetings; and authorizing, in the company’s name, public certified accountants or licensed auditors to assist in the re-examination of such information, should any doubt arise in respect thereof;

proposing the holding of extraordinary shareholders’ meetings;

proposing new items to be inserted in the agenda of the shareholders’ meeting.meeting;

bringing lawsuits against directors or members of senior management, if they violate laws, regulations or articles of association of the company; and

exercising and performing other powers and functions provided for in the company’s articles of association.

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In addition, the Mandatory Provisions provide that supervisors of overseas listed joint stock companies are entitled to retain auditors in the name of the company to examine any financial or business reports or profit distribution proposals to be submitted by the directors to a meeting of the shareholders which the supervisors consider questionable, and negotiate or take legal action against any director or the directors in the name of the company. The fees and expenses of attorneys and other professionals incurred by the supervisors in connection with the discharge of their duties are to be paid by the company.

Delaware law makes no provision for a comparable corporate institution.

Duties of directors, supervisors and officers

Under PRC law, directors, supervisors and officers of a joint stock company are required to comply with relevant laws and regulations and the company’s articles of association. A director, supervisor or officer who contravenes any law, regulation or the company’s articles of association in the performance of his duties shall be personally liable to the company for any loss incurred by the company. Directors, supervisors and officers are required to carry out their duties honestly and diligently, and protect the interests of the company. They are also under a duty of confidentiality to the company and prohibited from divulging confidential information concerning the company, except as permitted by relevant laws and regulations or by a decision of a shareholders’ meeting. They may not use their position and authority in the company to seek personal gain. Directors and officers may not directly or indirectly engage in the same business as the company or in any other business detrimental to the interests of the company, and they are required to forfeit any profits from these activities to the company.

Under Delaware law, the business and affairs of a corporation are managed by or under the direction of its board of directors. In exercising their powers, directors are charged with a fiduciary duty of care to protect the interests of the corporation and a fiduciary duty of loyalty to act in the best interests of its shareholders.

Limitations on transactions with interested directors, supervisors and officers

Under PRC law, directors and officers of a joint stock company may not enter into any contracts or transactions with the company unless permitted by the articles of association or approved by the shareholders. A company may not provide any guarantees to shareholders or any de facto control person of the company unless such guarantees are approved by a majority of shareholders present at the shareholders’ meeting, excluding the shareholder who will be provided such guarantees. Under the Mandatory Provisions, a director, supervisor or officer is required to disclose to the board any transaction with the company in which he has a direct or indirect interest or in which there is a material conflict of interest between the company and himself. A director is not entitled to vote or be counted for quorum purposes in any board decision on any such transaction. A company may set aside any interested transaction which did not comply with these requirements, unless the other party to such transaction was honestly unaware of the breach of obligations by the interested director, supervisor or officer. A company may not loan or provide any guarantees to directors, supervisors or officers (including persons related to them), except for the loans made in accordance with employment contracts approved by the shareholders, or unless the company’s business scope allows for the provision of loans and guarantees and such loans or guarantees are made under regular commercial terms.

Under Delaware law, an interested transaction is not voidable if (1) the material facts as to the interested director’s relationship or interests are disclosed or are known to the board of directors and the board in good faith authorizes the transaction by the affirmative vote of a majority of the disinterested directors, (2) such material facts are disclosed or are known to the shareholders entitled to vote on such transaction and the transaction is specifically approved in good faith by vote of the majority of shares entitled to vote thereon or (3) the transaction is fair as to the corporation as of the time it is authorized, approved or ratified. Under Delaware law, the interested director could be held liable for a transaction in which such a director derived an improper personal benefit.

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Election and removal of directors

Under PRC law, the term of office of directors of a joint stock company must be specified in the articles of association, but may not exceed three years. Directors may be re-elected. No director may be removed from office without cause by shareholders prior to the expiration of the director’s term. PRC law does not contemplate a classified board of directors.

Under Delaware law, directors of a Delaware corporation can be removed from office with or without cause by the holders of a majority of shares then entitled to vote at an election of directors, provided that except where the certificate of incorporation of the Delaware corporation otherwise provides, a member of a classified board may be removed by shareholders only for cause, and in a corporation with cumulative voting, if less than all of the directors are removed, no director may be removed if the votes cast against the director’s removal is sufficient to elect the director if cumulatively voted at an election of directors. The Court of Chancery may remove a director who has been convicted of a felony or found by a court to have committed a breach of the duty of loyalty in connection with his or her duties to the corporation following application by the corporation or derivatively in the right of the corporation by any shareholder. The court may order the removal only if it determines that the director did not act in good faith in performing the acts resulting in the prior conviction or judgment and that removal is necessary to avoid irreparable harm to the corporation.

Dividend payments

Under PRC law, proposals for distribution of profits are formulated by the board of directors and submitted for shareholder approval at a shareholders’ meeting. Dividends may be distributed in the form of cash or shares.

Under Delaware law, the board of directors of a Delaware corporation may declare dividends out of distributable earnings and profits without the approval of the shareholders.

Amalgamations and business combinations; appraisal rights

Under PRC law, amalgamations and divisions involving joint stock companies are required to be approved by shareholders voting at a shareholders’ meeting. The Mandatory Provisions require an amalgamation or division involving the company to be approved by an affirmative vote of two-thirds of the votes present at the shareholders’ meeting called to consider the transaction. Any opposing shareholder may request the company or the consenting shareholders to purchase its shares at a fair price. In addition, a sale of fixed assets having a value exceeding one-third33% of the total fixed assets of the company requires the approval of at least one third of shareholders at the meeting where a quorum presents.

Under Delaware law, with certain exceptions, a merger, consolidation or sale of all or substantially all the assets of a corporation must be approved by the board of directors and holders of a majority of the outstanding shares entitled to vote. A shareholder objecting to the merger is entitled to appraisal rights pursuant to which the shareholder may receive cash in the amount of the fair value of the shares held by such shareholder (as determined by a court) in lieu of the consideration the shareholder would otherwise receive in the transaction.

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Transactions with significant shareholders

Under Delaware law, a business combination between a Delaware corporation and an interested shareholder which takes place at any time during a period of three years commencing with the date the interested shareholder became an interested shareholder would need prior approval from the board of directors or a supermajority of the shareholders of the corporation, unless the corporation opted out of the relevant Delaware business combination statute. Under Delaware law, an interested shareholder of a corporation is someone who, together with its affiliates and associates, owns more than 15% of the outstanding common shares of the corporation. No such business combination statute or regulation applies to PRC joint stock companies.

Shareholders’ lawsuits

The PRC law provides that most disputes involving an H shareholder are to be resolved by final and binding arbitration.

Class actions and derivative actions generally are available to shareholders under Delaware law for, among other things, breach of fiduciary duty, corporate waste and actions not taken in accordance with applicable law.

Limitations on liability and indemnification of directors and officers

PRC law does not provide for any specific limitations on liability or indemnification of directors and officers.

Under Delaware law, a corporation may indemnify a current director or officer of the corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in defense of an action, suit or proceeding by reason of such position if (1) the director or officer acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and (2) with respect to any criminal action or proceeding, the director or officer had no reasonable cause to believe that his conduct was unlawful. Persons serving at the request of the corporation as directors, officers, employees or agents of another entity such as a subsidiary or an employee stock trust may receive advancement of expenses from the corporation.

A corporation may not retroactively impair or eliminate indemnification or advancement rights by amending the corporation’s certificate of incorporation or bylaws after the occurrence of the act or omission that gives rise to indemnification or advancement rights, unless the provision contains, at the time of the act or omission, an explicit authorization of such elimination or limitation.

Shareholders’ rights of inspection of corporate records

Under PRC law, shareholders are entitled to inspect the articles of association, register of shareholders, corporate bond counter foils, minutes of shareholders’ meetings and board meetings and reports of the financial accounts of the company. In addition, the Mandatory Provisions provide that, after paying reasonable fees, shareholders are entitled to inspect the company’s shareholder list, certain personal information on the directors, supervisors and officers, the company’s capital position and certain information regarding share repurchases conducted by the company during the most recent fiscal year.

Delaware law permits any shareholder of a Delaware corporation to examine or obtain copies of or extracts from the corporation’s shareholder list and its other books and records for any purpose reasonably related to such person’s interest as a shareholder.

C. MATERIAL CONTRACTS

See “Item 7. Major Shareholders and Related Party Transactions—Related Party Transactions” for certain arrangements we have entered into with CLIC, AMC, China Life Pension, CLPCIC, IHC, CGB and GDB.

Sino-Ocean.

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D. EXCHANGE CONTROLS

The Renminbi currently is not a freely convertible currency. The SAFE, under the authority of the PBOC, controls the conversion of Renminbi into foreign currency. Until July 20, 2005, the PBOC had been setting and publishing daily a base exchange rate with reference primarily to the supply and demand of Renminbi against the U.S. dollar in the market during the prior day. The PBOC also took into account other factors, such as the general conditions existing in the international foreign exchange markets. From 1994 to July 20, 2005, the official exchange rate for the conversion of Renminbi to U.S. dollars was generally stable. On July 21, 2005, the PRC government introduced a managed floating exchange rate system to allow the value of the Renminbi to fluctuate within a regulated band based on market supply and demand and by reference to a basket of currencies. On the same day, the value of the Renminbi appreciated by 2.0% against the U.S. dollar. Since then, the PRC government has made, and may in the future make, further adjustments to the exchange rate system. The PBOC announces the closing price of a foreign currency traded against the Renminbi in the inter-bank foreign exchange market after the closing of the market on each working day, and makes it the central parity for the trading against the Renminbi on the following working day.

Although PRC governmental policies were introduced in 1996 to reduce restrictions on the convertibility of Renminbi into foreign currency for current account items, conversion of Renminbi into foreign exchange for capital items, such as foreign direct investment, loans or securities, requires the approval of the SAFE and other relevant authorities.

Although experimental policies were recently introduced in certain pilot areas such as the Shanghai free trade zone to reduce foreign exchange control, restrictions on the convertibility of Renminbi into foreign currency still remain in force in most parts of China.

In the event of shortages of foreign currencies, we may be unable to convert sufficient Renminbi into foreign currency to meet our foreign currency obligations or to pay dividends in foreign currency.

Our H shares are traded on the Hong Kong Stock Exchange. There are no limitations on the right of non-resident or foreign owners to remit dividends or capital including capital gains imposed by Hong Kong law.

E. TAXATION

The taxation of income and capital gains of holders of H shares or ADSs is subject to the laws and practices of China and of jurisdictions in which holders of H shares or ADSs are resident or otherwise subject to tax. The following summary of certain relevant taxation provisions is based on current law and practice, is subject to change and does not constitute legal or tax advice. The discussion does not deal with all possible tax consequences relating to an investment in the H shares or ADSs. In particular, the discussion does not address the tax consequences under state, local and other laws, such as non-U.S. federal laws other than the laws of the PRC and Hong Kong. Accordingly, you should consult your own tax adviser regarding the tax consequences of an investment in the H shares and ADSs. The discussion is based upon laws and relevant interpretations in effect as of the date of this annual report, all of which are subject to change.

The People’s Republic of China

The following is a discussion of the material Chinese tax provisions relating to the ownership and disposition of H shares or ADSs held by the investors as capital assets. This discussion does not address all of the tax considerations that may be relevant to specific investors in light of their particular circumstances or to other investors subject to special treatment under the tax laws of the PRC. This discussion is based on the tax laws of China as in effect as of the date of this annual report, as well as on the Agreement between the United States of America and the People’s Republic of China for the Avoidance of Double Taxation, or the Treaty, all of which are subject to change (or changes in interpretation), possibly with retroactive effect.

This discussion does not address any aspects of Chinese taxation other than income taxation, capital taxation, stamp taxation and estate taxation. Prospective investors are urged to consult their tax advisers regarding Chinese and other tax consequences of owning and disposing of H shares.

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Taxation of Dividends

Individual investors. According to the PRC Individual Income Tax Law, as amended, dividends paid by Chinese companies are ordinarily subject to a Chinese withholding tax levied at a flat rate of 20%. For a foreign individual who is not a resident of China, the receipt of dividends from a company in China is normally subject to a withholding tax of 20% unless reduced pursuant to an applicable tax treaty. However,According to a notice issued by the Chinese State Administration of Taxation, or the SAT, issued, on July 26, 1994, a LetterJune 28, 2011, if the withholding tax rate under applicable tax treaties is 10% or less, the receipt of the Chinese State Administration of Taxation Concerning the Taxation of Dividends Received by Foreign Individuals Holding Shares of Chinese Listed Companies, or the Tax Letter, which states that dividends paid by a Chinese company to individuals with respect to shares listed on an overseas stock exchange, or Overseas Shares, such as H shares, are temporarily notwill be subject to Chinese10% withholding tax. Intax; and if the event that this Tax Letter is withdrawn, a 20% tax may be withheld on dividends in accordance with the PRC Individual Income Tax Law, as amended. The withholding tax may be reduced pursuant to anrate under applicable tax treaty. To date,treaties is between 10% and 20%, the relevantreceipt of dividends will be subject to the actual tax authorities have not collected withholdingrate as agreed under such tax from dividend payments on the shares exempted under the Tax Letter.

treaties.

Enterprises.According to the PRC Enterprise Income Tax Law and its implementation rules, effective on January 1, 2008, and the Circular on Issues Relating to the Withholding of Enterprise Income Tax for Dividends Distributed by Resident Enterprises in China to Non-resident Enterprises Holding H sharesH-shares of the Enterprises, issued by the SAT on November 6, 2008, resident enterprises in China are required to, in distributing dividends for 2008 or any year hereafter to non-resident enterprises holding Overseas Shares including H sharesH-shares and ADSs of the enterprises, withhold enterprise income tax for such dividends at a tax rate of 10%. Non-resident enterprises holding H sharesH-shares of any resident enterprise can, after receiving dividends due to them, apply for preferential tax treatment with competent tax authorities in accordance with tax treaties.

Tax treaties.Investors who do not reside in China and reside in countries that have entered into treaties for the avoidance of double-taxation with China may be entitled to a reduction of the withholding tax imposed on the payment of dividends to our investors who do not reside in China. China currently has treaties for the avoidance of double-taxation with a number of other countries, which include Australia, Canada, France, Germany, Japan, Malaysia, the Netherlands, Singapore, the United Kingdom and the United States.

Under the treaty between China and the United States, the China-US Treaty, China may tax a dividend paid by us to an Eligible U.S. Holder up to a maximum of 10% of the gross amount of the dividend. It is arguable that under the China-US Treaty, China may only tax gains from the sale or disposition by an Eligible U.S. Holder of H shares representing an interest in us of 25% or more, but this position is uncertain and the Chinese authorities may take a different position. For the purposes of this discussion, an “Eligible U.S. Holder” is a U.S. holder that (i) is a resident of the United States for the purposes of the China-US Treaty, (ii) does not maintain a permanent establishment or fixed base in China to which H shares are attributable and through which the beneficial owner carries on or has carried on business (or, in the case of an individual, performs or has performed independent personal services) and (iii) is not otherwise ineligible for benefits under the China-US Treaty with respect to income and gains derived in connection with the H shares.

shares.

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Taxation of Capital Gains

According to the PRC Enterprise Income Tax Law and its implementation rules, effective on January 1, 2008, capital gains realized by foreign enterprises which have no establishment or residence in China or whose capital gains from China do not relate to their establishment or residence in China, are ordinarily subject to enterprise income tax at the rate of 10% with respect to the gains realized within China, unless reduced pursuant to an applicable tax treaty.

According to the Interim Administrative Measures on the Source Withholding of Income Tax of Non-resident Enterprise issued by the SAT on January 9, 2009, where both parties to an equity transfer transaction are non-resident enterprises and where the transfer occurs outside of China, the non-resident enterprise receiving income shall pay taxes to the tax authority in the locality of the resident enterprise whose equity was transferred, either directly or by a representative. The resident enterprise whose equity was transferred shall assist the tax authority with the collection of taxes from the non-resident enterprise.

According to the PRC Individual Income Tax Law, as amended, capital gains realized by individuals upon the transfer of shares, including Overseas Shares, are subject to capital gains tax levied at a flat rate of 20%; and relevant tax authorities are authorized to promulgate implementation rules in this regard. To date, the relevant tax authorities have not promulgated any implementation rules on the taxation of capital gains realized by individuals upon the transfer of shares, including Overseas Shares. On March 30, 1998,If the MOF andrelevant tax authorities promulgate such implementation rules in the SAT issued a Notice Concerning the Continued Exemption of Individual Income Taxes Levied on Income from the Transfer of Shares, or the Tax Notice, which states that capital gains realized by individuals upon the transfer of shares are temporarily not subject to capital gains tax. In the event that this Tax Notice is withdrawn,future, a 20% tax may be levied on capital gains realized by foreign individuals in accordance with the PRC Individual Income Tax Law, as amended, unless reduced pursuant to an applicable tax treaty. To date, the relevant tax authorities have not collected capital gains tax on the income from the transfer of shares exempted under the Tax Notice.

shares.

Additional Chinese Tax Considerations

Chinese stamp duty.Chinese stamp duty imposed on the transfer of shares of Chinese publicly traded companies under the Provisional Regulations of China Concerning Stamp Duty should not apply to the acquisition and disposal by non-Chinese investors of H shares or ADSs outside of China by virtue of the Provisional Regulations of China Concerning Stamp Duty, which became effective on October 1, 1988 and which provide that Chinese stamp duty is imposed only on documents executed or received within China that are legally binding in China and are protected under Chinese law.

Estate tax.tax. No liability for estate tax under Chinese law will arise from non-Chinese nationals holding H shares.

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Hong Kong

The following is a discussion of the material Hong Kong tax provisions relating to the ownership and disposition of H shares or ADSs held by the investors as capital assets. This discussion does not address all of the tax considerations that may be relevant to specific investors in light of their particular circumstances or to investors subject to special treatment under the tax laws of Hong Kong. This discussion is based on the tax laws of Hong Kong as in effect on the date of this annual report, which are subject to change (or changes in interpretation), possibly with retroactive effect. This discussion does not address any aspects of Hong Kong taxation other than income taxation, capital taxation, stamp taxation and estate taxation. Prospective investors are urged to consult their tax advisers regarding Hong Kong and other tax consequences of owning and disposing of H shares.

Tax Treaties

There is no relevant tax treaty in effect between Hong Kong and the United States.

Tax on Dividends

Under current practice, no tax is payable in Hong Kong in respect of dividends paid by us.

Tax on Gains from Sale

No tax is imposed in Hong Kong in respect of capital gains from the sale of property. However, trading gains from the sale of property by persons carrying on a trade, profession or business in Hong Kong where the gains are derived from or arise in Hong Kong from such trade, profession or business will be chargeable to Hong Kong profits tax, which is currently imposed at the rate of 16.5% on corporations and at a maximum rate of 15% on individuals. Certain categories of taxpayers are likely to be regarded as deriving trading gains rather than capital gains (for example, financial institutions, insurance companies and securities dealers) unless these taxpayers could prove that the investment securities are held for long-term investment purpose.

Trading gains from sales of H shares effected on the Hong Kong Stock Exchange will be considered to be derived from or arise in Hong Kong. Liability for Hong Kong profits tax would thus arise in respect of trading gains from sales of H shares effected on the Hong Kong Stock Exchange realized by persons carrying on a business of trading or dealing in securities in Hong Kong.

There will be no liability for Hong Kong profits tax in respect of profits from the sale of ADSs, where purchases and sales of ADSs are effected outside Hong Kong, for example, on the New York Stock Exchange.

Stamp Duty

Hong Kong stamp duty, currently charged at thead valoremrate of 0.1% on the higher of the consideration for, or the market value of, the H shares, will be payable by the purchaser on every purchase and by the seller on every sale of H shares (in other words, a total of 0.2% is currently payable on a typical sale and purchase transaction involving H shares). In addition, a fixed duty of HK$5.00 is currently payable on any instrument of transfer of H shares. Where one of the parties to a transfer is resident outside Hong Kong and does not pay thead valorem duty due by it, the duty not paid will be assessed on the instrument of transfer (if any) and will be payable by the transferee. If stamp duty is not paid on or before the due date, a penalty of up to ten times the duty payable may be imposed.

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The withdrawal of H shares upon the surrender of ADRs, and the issuance of ADRs upon the deposit of H shares, will also attract stamp duty at the rate described above for sale and purchase transactions unless such withdrawal or deposit does not result in a passing of the beneficial interest in the H shares under Hong Kong law, in which case only a fixed duty of HK$5.00 is payable on the transfer. The issuance of the ADRs upon the deposit of H shares issued directly to the depositary of the ADSs, or for the account of the depositary, will not be subject to any stamp duty. No Hong Kong stamp duty is payable upon the transfer of ADSs outside Hong Kong.

Estate Duty

The Revenue (Abolition of Estate Duty) Ordinance 2005 came into effect on February 11, 2006 in Hong Kong. No Hong Kong estate duty is payable and no estate duty clearance papers are needed for an application for a grant of representation in respect of holders of H shares whose deaths occur on or after February 11, 2006.

United States of America

The following is a discussion of the material United States federal income tax consequences relating to the purchase, ownership and disposition of H shares or ADSs by U.S. Holders (as defined below) that acquire theH shares or ADSs for cash and hold them as capital assets. This discussion is based on the Internal Revenue Code of 1986, as amended, or “the Code”, Treasury regulations promulgated thereunder, and administrative and judicial interpretations thereof, all as in effect on the date hereof and all of which are subject to change, possibly with retroactive effect. This discussion does not address all of the tax considerations that may be relevant to specific U.S. Holders in light of their particular circumstances or to U.S. Holders subject to special treatment under U.S. federal income tax law (such as banks, insurance companies, tax-exempt entities, retirement plans, regulated investment companies, partnerships, dealers in securities, brokers, U.S. expatriates, persons who have acquired our H shares or ADSs as part of a straddle, hedge, conversion, or other integrated investment, persons who own, directly or by attribution, 10% or more of the combined voting power of all classes of stock of China Life or persons that have a “functional currency” other than the U.S. dollar). This discussion does not address any U.S. state or local or any U.S. federal estate, gift or alternative minimum tax considerations.

As used in this discussion, the term “U.S. Holder” means a beneficial owner of H shares or ADSs that is, for U.S. federal income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation created or organized in or under the laws of the United States or of any state or political subdivision thereof or therein, including the District of Columbia or (iii) an estate or trust the income of which is subject to U.S. federal income tax regardless of the source thereof.

Investors are urged to consult their own tax advisers as to the particular tax considerations applicable to them relating to the purchase, ownership and disposition of H shares or ADSs in their individual circumstances, including the applicability of U.S. federal, state and local tax laws, any changes in applicable tax laws and any pending or proposed legislation or regulations.

Taxation of Dividends

Subject to the discussion below under “—Special Rules”, cash distributions with respect to the H shares or ADSs owned by a U.S. Holder will, upon receipt, be includible in the gross income of such U.S. Holder as ordinary dividend income to the extent of our current and accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent that the amount of any such cash distribution exceeds our current and accumulated earnings and profits as so computed, it will be treated first as a non-taxable return of capital to the extent of the U.S. Holder’s adjusted tax basis in such H shares or ADSs and, to the extent the amount of such cash distribution exceeds adjusted tax basis, will be treated as gain from the sale of such H shares or ADSs. Dividends paid by us generally will constitute income from sources outside the United States for foreign tax credit limitation purposes and will not be eligible for the “dividends received” deduction.

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Dividends received by individuals during taxable years beginning on or before December 31, 2012 from “qualified foreign corporations” are generally subject to a maximum U.S. federal income tax rate of 15%20%, so long as certain holding period requirements are met. A non-U.S. corporation (other than a passive foreign investment company) generally will be considered to be a qualified foreign corporation (i) if it is eligible for the benefits of a comprehensive income tax treaty with the United States which the Secretary of the Treasury determines is satisfactory for purposes of the relevant provision and which includes an exchange of information program or (ii) with respect to any dividend it pays on stock which is readily tradable on an established securities market in the United States. The Treasury Department has determined that the U.S.-China income tax treaty as currently in effect meets the requirements described in clause (i) above. In addition, the ADSs are readily tradable on the New York Stock Exchange, an established securities market in the United States. Each U.S. Holder that is an individual is urged to consult his or her tax adviser regarding the applicability of this reduced rate to dividends received with respect to the H shares or ADSs in his particular circumstance.

The U.S. dollar value of any distribution made by us in Hong Kong dollars (or other currency that is not the U.S. dollar, or a “foreign currency”), should be calculated by reference to the exchange rate in effect on the date of receipt of such distribution by Deutsche Bank Trust Company Americas, as depositary, in the case of ADSs, or by the U.S. Holder, in the case of H shares held directly by such U.S. Holder regardless of whether the Hong Kong dollars (or such other foreign currency) so received are converted into U.S. dollars on the date of receipt. If the Hong Kong dollars (or such other foreign currency) so received are converted into U.S. dollars on the date of receipt, such U.S. Holder generally should not recognize foreign currency gain or loss on such conversion. If the Hong Kong dollars (or such other foreign currency) are not converted into U.S. dollars on the date of receipt, such U.S. Holder will have a basis in the Hong Kong dollars (or such other foreign currency) equal to their U.S. dollar value on the date of receipt. Any gain or loss on a subsequent conversion or other disposition of the Hong Kong dollars (or such other foreign currency) generally will be treated as ordinary income or loss from sources within the United States for foreign tax credit limitation purposes.

As

Subject to certain limitations, the Chinese tax withheld from dividends paid with respect to H shares or ADSs and paid over to China, as described above under “—The People’s Republic of China—Taxation of Dividends”, under current practice, Chinese withholdingDividends,” may be creditable against a U.S. Holder’s U.S. federal income tax is not collected from dividends paidliability. Special rules apply in determining the foreign tax credit limitation with respect to overseas shares; such as H shares and ADSs,dividends that are subject to a recipient who is an individual who is not a resident of China. If the maximum 20% U.S. federal income tax rate. A U.S. Holder is a non-resident enterprise, or if in the future, Chinese withholding tax were to be collected from dividends paid to non-resident individuals onof H shares or ADSs suchthat does not elect to claim a U.S. Holdersforeign tax credit may be entitled, at its option, to eitherinstead claim a deduction orfor such withheld tax, but only for a tax credit fortaxable year in which the amountU.S. Holder elects to do so with respect to all non-U.S. income taxes paid or withheld. There are significant and complex limitations that apply to foreign tax credits.accrued in such taxable year. The availability of the foreign tax credit and the application of the limitations on the credit are fact specific and U.S. Holders are urged to consult their own U.S. tax advisers with respect to foreign tax credit considerations in their individual circumstances.

Sale or other Disposition of H Shares or ADSs

Subject to the discussion below under “—Special Rules”, a U.S. Holder generally will recognize gain or loss for U.S. federal income tax purposes upon a sale or other disposition of H shares or ADSs that it owns in an amount equal to the difference between the amount realized from the sale or disposition and the U.S. Holder’s adjusted tax basis in such H shares or ADSs. The gain or loss generally will be a capital gain or loss and will be long-term capital gain (taxable at a reduced rate for individuals) or loss if, on the date of sale or disposition, such H shares or ADSs were held by the U.S. Holder for more than one year and will generally be U.S. source gain or loss. The claim of a deduction in respect of a capital loss may be subject to limitations.

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A U.S. Holder that receives Hong Kong dollars (or other foreign currency) from the sale or disposition generally will realize an amount equal to the U.S. dollar value of the Hong Kong dollars (or such other foreign currency) on the settlement date of the sale or disposition if (i) the U.S. Holder is a cash basis or electing accrual basis taxpayer and our H shares or ADSs, as the case may be, are treated as being “traded on an established securities market” for this purpose or (ii) the settlement date is the date of the sale or disposition. If the Hong Kong dollars (or such other foreign currency) so received are converted into U.S. dollars on the settlement date, the U.S. Holder should not recognize foreign currency gain or loss on the conversion. If the Hong Kong dollars (or such other foreign currency) so received are not converted into U.S. dollars on the settlement date, the U.S. Holder will have a basis in the Hong Kong dollars (or such other foreign currency) equal to the U.S. dollar value on the settlement date. Any gain or loss on a subsequent conversion or other disposition of the Hong Kong dollars (or such other foreign currency) generally will be treated as ordinary income or loss from sources within the United States for foreign tax credit limitation purposes. A U.S. Holder should consult its own tax adviser regarding the U.S. federal income tax consequences of receiving Hong Kong dollars (or other currency) from a sale or disposition of the H shares or ADSs in cases not described in this paragraph.

A U.S. Holder that is a non-resident enterprise may be subject to Chinese tax on the gain realized upon the sale or other disposition of H shares or ADS. See “Item 10. Additional Information—Taxation—“—The People’s Republic of China—Taxation of Capital Gains” above. Holders should consult their own tax advisers concerning their ability to credit such Chinese taxes against their U.S. federal income tax liability in their particular situation.

Special Rules

Related Person Insurance Income. Certain adverse U.S. income and tax reporting rules may apply to U.S. shareholders who, directly or indirectly, own stock of a non-U.S. corporation that earns “related person insurance income” (“RPII”), if 25% or more of the non-U.S. corporation’s direct or indirect shareholders are U.S. persons. RPII is generally defined as insurance income derived from the insurance (or reinsurance) of insureds who are U.S. shareholders in the non-U.S. corporation or who are related to such U.S. shareholders. If applicable, these rules would require U.S. Holders to include in taxable income each year their pro rata share of any RPII incurred by us for the year, regardless of whether such income is distributed, and also to file I.R.S. Form 5471, disclosing certain information regarding their direct or indirect ownership of China Life. Special rules apply for purposes of determining each U.S. shareholder’s pro rata share of any RPII. For organizations that are otherwise exempt from U.S. federal income tax under section 501(a) of the Code, any such income would constitute “unrelated business taxable income”. These rules could also apply to convert some or all of the gain recognized from the sale or disposition of H shares or ADSs from capital gain to ordinary income and to require such gain to be reported on I.R.S. Form 5471.

Under a statutory exception, these rules do not apply if less than 20% of the non-U.S. corporation’s insurance income is RPII or if less than 25% of the non-U.S. corporation’s stock is owned by U.S. shareholders. Because CLIC holds approximately 68.37% of our share capital, and because we do not offer or intend to offer our products and services in the United States, it is highly unlikely that the RPII rules will apply. If more of our shares are sold to the public in the future, it is possible that such rules could apply at a later date.

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Passive Foreign Investment Company. In general, a non-U.S. corporation will be a passive foreign investment company, or a “PFIC”, if 75% or more of its gross income constitutes “passive income” or 50% or more of its assets produce “passive income” or are held for the production of “passive income”.

For the purpose of determining whether a non-U.S. corporation is a PFIC, “passive income” is defined to include income of the kind which would be foreign personal holding company income under section 954(c) of the Code, and generally includes interest, dividends, annuities and other investment income. Passive income does not include interest income or dividends received from controlled subsidiaries or certain other related persons, to the extent properly allocable to income of such related person that is not passive income. In addition, the PFIC provisions specifically exclude from the definition of “passive income” any income “derived in the active conduct of an insurance business by a corporation which is predominantly engaged in an insurance business and which would be subject to tax under subchapter L if it were a domestic corporation”. This exception is intended to ensure that income derived by a bona fide insurance company is not treated as passive income. Thus, to the extent that income is attributable to financial reserves in excess of the reasonable needs of the insurance business, it may be treated as passive income.

We believe that we were in 2010,2013, and we anticipate that we will continue to be, predominantly engaged in an insurance business and we believe that we did not in 2010,2013, and will not, have financial reserves in excess of the reasonable needs of our insurance business. As a result, our income derived and assets held in the active conduct of our insurance business should not be passive income and passive assets, and we do not expect to be classified as a PFIC for any tax year. However, there is little guidance on the circumstances under which a non-U.S. company will be treated as predominantly engaged in an insurance business for purposes of determining PFIC status. Accordingly, there is no assurance that the U.S. Internal Revenue Service will not take a contrary position and assert that we are a PFIC. Furthermore, an actual determination of PFIC status is inherently factual in nature and cannot be made until the close of each applicable tax year and, accordingly, no assurances can be given that we will not become a PFIC at some point in the future.

In general, a U.S. shareholder of a PFIC is subject to a special tax and an interest charge at the time of the sale of (or receipt of an “excess distribution” with respect to) its shares in the PFIC. In general, a shareholder is treated as having received an “excess distribution” if the amount of the distribution was more than 125% of the average distribution with respect to its shares during the three preceding taxable years (or shorter period during which the taxpayer held the shares). The special tax is computed by assuming that the excess distribution or, in the case of a sale, the gain with respect to the shares was earned in equal portions throughout the holder’s period of ownership. The portion allocable to each year prior to the year of sale is taxed at the maximum marginal tax rate applicable for each such period. The interest charge is determined based on the applicable rate imposed on underpayments of U.S. federal income tax for the period. The special tax and the interest charge generally will not apply to a U.S. shareholder that validly makes a “qualified electing fund” election under section 1295 of the Code with respect to the shares of the PFIC. We do not intend to comply with the requirements necessary to permit a U.S. Holder to make such an election with respect to H shares or ADSs.

The above results may also be avoided if a “mark-to-market” election is available and a U.S. Holder validly makes such an election. If the election is made, such U.S. Holder generally will be required to take into account the difference, if any, between the fair market value of, and its adjusted tax basis in, its H shares or ADSs at the end of each taxable year as ordinary income or ordinary loss (to the extent of any net mark-to-market gain previously included in income), and to make corresponding adjustments to the tax basis of such H shares or ADSs. In addition, any gain from a sale or other disposition of H shares or ADSs will be treated as ordinary income, and any loss will be treated as ordinary loss (to the extent of any net mark-to-market gain previously included in income). A

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mark-to-market election is available to a U.S. Holder only if our H shares or ADSs are considered “marketable stock” for these purposes. Generally, stock will be considered marketable stock if it is “regularly traded” on a “qualified exchange” within the meaning of applicable U.S. Treasury regulations. A class of stock is regularly traded during any calendar year during which such class of stock is traded, other than inde minimisquantities, on at least 15 days during each calendar quarter. A non-U.S. securities exchange will constitute a qualified exchange if it is regulated or supervised by a governmental authority of the country in which the market is located and meets certain trading, listing, financial disclosure and other requirements set forth in the Treasury Regulations. We do not know whether our H shares or ADSs will be treated as marketable stock for these purposes.

If we are a PFIC in any taxable year during which a U.S. Holder owns H Shares or ADSs, such U.S. Holder (i) may also suffer adverse tax consequences under the PFIC rules described above with respect to any other PFIC in which we have a direct or indirect equity interest and (ii) generally will be required to file annually a statement with its U.S. federal income tax returns. U.S. Holders should consult their own tax advisers regarding the U.S. federal income tax consequences of a direct or indirect investment in a PFIC.

Medicare Taxes

Certain U.S. Holders that are individuals, estates or trusts are subject to an additional tax at the rate of 3.8% on all or a portion of their “net investment income”, which may include all or a portion of their income arising from a distribution with respect to an ADS or an H Share and gain upon the sale, exchange or other disposition of such ADS or H Share.

Information Reporting and Backup Withholding

Under certain circumstances, information reporting and/or backup withholding may apply to U.S. Holders with respect to payments made on or proceeds from the sale, exchange or other disposition of ADSs or H Shares, unless an applicable exemption is satisfied. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against a U.S. Holder’s U.S. federal income tax liability if the required information is furnished by the U.S. Holder on a timely basis to the IRS.

Reportable Transactions

U.S. Holders that participate in “reportable transactions” (as defined in Treasury Regulations) must attach to their federal income tax returns a disclosure statement on Form 8886. We urge U.S. Holders to consult their own tax advisers as to the possible obligation to file Form 8886 with respect to the ownership or disposition of any Hong Kong dollars (or other foreign currency) received as a dividend or as proceeds from the sale of H shares or ADSs, or any other aspect of the purchase, ownership or disposition of H shares or ADSs.

Disclosure Requirements for Specified Foreign Financial Assets

Individual U.S. Holders (and certain U.S. entities to the extent specified in future IRS guidance) who, during any taxable year, hold any interest in any “specified foreign financial asset” generally will be required to file with their U.S. federal income tax returns a statementForm 8938, setting forth certain information with respect to such asset, if the aggregate value of all such assets exceeds $50,000.the applicable reporting threshold. “Specified foreign financial asset” generally includes any financial account maintained with a non-U.S. financial institution and may also include H Shares or ADSs if they are not held in an account maintained with a U.S. financial institution. Substantial penalties may be imposed for a failure to comply. U.S. Holders should consult their own tax advisers as to the possible application to them of this new filing requirement.

requirements.

F. DIVIDENDS AND PAYING AGENTS

Not applicable.

G. STATEMENT BY EXPERTS

Not applicable.

H. DOCUMENTS ON DISPLAY

You may read and copy documents referred to in this annual report on Form 20-F that have been filed with the U.S. Securities and Exchange Commission, or SEC, at its public reference room located at 100 F Street, NE, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms and their copy charges. The SEC also maintains a website athttp://www.sec.gov that contains reports, proxy statements and other information regarding the registrations that file electronically with the SEC.

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The SEC allows us to “incorporate by reference” the information we filed with the SEC. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this annual report on Form 20-F.

I. SUBSIDIARY INFORMATION

Not applicable.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Our exposure to financial market risks relates primarily to changes in interest rates, equity prices and exchange rates.

The following discussions and tables, which constitute “forward-looking statements” that involve risks and uncertainties, summarize our market-sensitive financial instruments including fair value and maturity. Such discussions address market risk only and do not present other risks which we face in the normal course of business.

For further information on our management of market risk, including the objectives and general strategies of risk management, see “Item 4 Information on the Company—Business Overview—Investments—Risk Management” andNote 4 to our consolidated financial statements included elsewhere in this annual report.

Interest Rate Risk

Our profitability is affected by changes in interest rates. Although the PBOC increased four times the benchmark deposit rate from the beginning of the year of 2010 to the date of this annual report, weWe are currently experiencing a comparatively low interest rate environment in general. IfThe PBOC reduced the benchmark deposit rate twice during 2012.From the beginning of 2013 to the date of this annual report, the interest rates announced by the PBOC remained unchanged.If interest rates were to further increasedecline in the future, the income we realize from our investments may decline, affecting our profitability. In addition, as instruments in our investment portfolio mature, we might have to reinvest the funds we receive in investments bearing a lower interest rate. However, if interest rates were to increase, surrenders and withdrawals of insurance and annuity policies and contracts may increase as policyholders seek other investments with higher perceived returns. This process may result in cash outflows requiring that we sell investment assets at a time when the prices of those assets are adversely affected by the increase in market interest rates, which may result in realized investment losses. In addition, if interest rates were to increase, but the CIRCwe did not raise the cap set by the CIRCus on the rates we guarantee for non-participating insurance products, sales of some of our products, including our non-participating investment type products, could be adversely affected. If interest rates were to decline, the income we realize from our investments may decline, affecting our profitability. In addition, as instruments in our investment portfolio mature, we might have to reinvest the funds we receive in investments bearing a lower interest rate.

For the years ended December 31, 2010, 20092013, 2012 and 2008, the2011, our investment yield was 5.11%4.86%, 5.78%2.79% and 3.48%,3.51% respectively. Investment contracts are generally priced with guaranteed interest rates, subject to a cap on guaranteed rates set by the CIRC, which is currently 2.50%. for participating and universal insurance products. Dividends on participating policies are required to be at least 70% of distributable earnings attributable to such policies.

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The following tables set forth selected assets and liabilities with exposure to interest rates as of December 31, 2010, 20092013, 2012 and 2008.
                                 
  Expected Maturity Date 
                              Fair 
As of December 31, 2010 2011  2012  2013  2014  2015  Thereafter  Total  value 
  (RMB in millions, except as otherwise stated) 
Assets
                                
Held-to-maturity and available-for-sale debt securities
                                
Fixed rate bonds
                                
in RMB  20,987   5,590   7,163   20,803   24,384   508,579   587,505   585,507 
Average interest rate  4.72%  4.76%  4.57%  4.75%  4.58%  4.37%  4.41%    
                                 
in US$                         
Average interest rate                         
                                 
in HK$                         
Average interest rate                         
                                 
Variable rate bonds
                                
in RMB  1,708   765   2,101   3,044   255   3,288   11,160   11,235 
Average interest rate  5.43%  5.20%  5.24%  5.67%  5.98%  4.68%  5.23%    
                                 
in US$                         
Average interest rate                         
                                 
Term deposits (excluding structured deposits)
                                
in RMB  19,235   36,400   78,367   58,850   164,300   81,400   438,552   438,552 
Average interest rate  4.36%  4.20%  4.35%  4.14%  4.38%  4.46%  4.34%    
                                 
in US$                         
Average interest rate                         
                                 
Structured deposits(1)
                                
                                 
in US$                         
Average interest rate                         
                                 
Liabilities
                                
Securities sold under agreements to repurchase  23,065                  23,065   23,065 
Average interest rate  6.02%                 6.02%    
                                 
Investment contracts  2,359   918   1,349   2,536   800   62,209   70,171   69,432 
Average interest rate  1.80%  1.51%  1.29%  2.50%  2.49%  2.34%  2.29%    

2011.

152

   Expected Maturity Date 
As of December 31, 2013  2014  2015  2016  2017  2018  Thereafter  Total  Fair
value
 
   (RMB in millions, except as otherwise stated) 

Assets

       

Held-to-maturity and available-for-sale debt securities

         

Fixed rate bonds

         

in RMB

   17,393    27,861    27,794    65,558    57,199    640,030    835,835    797,837  

Average interest rate

   4.84  4.84  4.64  4.85  4.09  4.69  4.67 

in US$

   —      6    266    —      —      33    305    307  

Average interest rate

   —      5.38  10.25  —      —      5.85  9.68 

Variable rate bonds

         

in RMB

   3,476    550    1,221    —      175    1,499    6,921    6,838  

Average interest rate

   5.58  5.60  5.00  —      4.56  3.75  5.06 

Term deposits

         

in RMB

   64,532    164,300    153,100    173,685    88,157    10,000    653,774    653,774  

Average interest rate

   4.33  4.58  5.24  5.26  4.94  5.70  4.95 

in US$

   10,400    —      —      —      —      —      10,400    10,400  

Average interest rate

   3.13  —      —      —      —      —      3.13 

Liabilities

       

Securities sold under agreements to repurchase

   20,426    —      —      —      —      —      20,426    20,426  

Average interest rate

   6.29  —      —      —      —      —      6.29 

Investment contracts

   6,312    1,478    1,585    605    599    54,508    65,087    63,772  

Average guaranteed interest rate

   2.17  1.44  0.97  2.53  2.53  2.61  2.50 

Long-term insurance contracts

   86,866    87,473    148,122    124,840    101,108    934,537    1,482,946   

Average guaranteed interest rate

   2.44  2.47  2.50  2.52  2.50  2.41  2.44 


   Expected Maturity Date 
As of December 31, 2012  2013  2014  2015  2016  2017  Thereafter  Total  Fair
value
 
   (RMB in millions, except as otherwise stated) 

Assets

         

Held-to-maturity and available-for-sale debt securities

         

Fixed rate bonds

         

in RMB

   3,940    15,263    22,780    19,390    63,071    665,209    789,653    788,098  

Average interest rate

   4.78  4.84  4.57  3.90  4.79  4.55  4.56 

in US$

   —      —      —      266    —      —      266    266  

Average interest rate

   —      —      —      10.25  —      —      10.25 

in HK$

   —      —      6    —      —      30    36    39  

Average interest rate

   —      —      5.38  —      —      6.12  5.99 

Variable rate bonds

         

in RMB

   2,035    3,638    483    1,140    —      2,842    10,138    10,166  

Average interest rate

   5.21  5.58  5.57  5.00  —      4.36  5.10 

in US$

   1,886    —      —      —      —      —      1,886    1,886  

Average interest rate

   1.59  —      —      —      —      —      1.59 

Term deposits

         

in RMB

   82,367    58,850    164,300    151,600    173,685    600    631,402    631,402  

Average interest rate

   4.49  4.39  4.57  5.25  5.26  5.25  4.89 

in US$

   9,678    —      —      —      —      —      9,678    9,678  

Average interest rate

   1.81  —      —      —      —      —      1.81 

Liabilities

         

Securities sold under agreements to repurchase

   68,499    —      —      —      —      —      68,499    68,499  

Average interest rate

   4.45  —      —      —      —      —      4.45 

Investment contracts

   1,760    5,509    1,260    591    599    56,920    66,639    65,074  

Average interest rate

   1.69  1.94  1.22  2.54  2.55  2.58  2.48 

   Expected Maturity Date 
As of December 31, 2011  2012  2013  2014  2015  2016  Thereafter  Total  Fair
value
 
   (RMB in millions, except as otherwise stated) 

Assets

         

Held-to-maturity and available-for-sale debt securities

         

Fixed rate bonds

         

in RMB

   5,250    5,070    17,304    21,326    18,301    564,831    632,082    634,519  

Average interest rate

   4.76  4.68  4.76  4.55  3.82  4.44  4.44 

in US$

   —      —      —      —      175    —      175    175  

Average interest rate

   —      —      —      —      10.25  —      10.25 

in HK$

   —      —      —      6    —      30    36    33  

Average interest rate

   —      —      —      5.38  —      6.12  5.99 

Variable rate bonds

         

in RMB

   369    2,025    3,568    445    1,262    3,608    11,277    11,295  

Average interest rate

   5.53  5.29  5.62  5.79  5.15  4.76  5.24 

in US$

   —      1,890    —      —      —      —      1,890    1,890  

Average interest rate

   —      0.76  —      —      —      —      0.76 

Term deposits

         

in RMB

   39,400    78,367    58,850    164,300    151,600    22,800    515,317    515,317  

Average interest rate

   4.89  5.02  4.89  4.96  5.46  5.26  5.12 

in US$

   5,476    —      —      —      —      —      5,476    5,476  

Average interest rate

   6.85  —      —      —      —      —      6.85 

Liabilities

         

Securities sold under agreements to repurchase

   13,000    —      —      —      —      —      13,000    13,000  

Average interest rate

   5.39  —      —      —      —      —      5.39 

Investment contracts

   2,413    1,139    4,564    723    688    60,270    69,797    68,580  

Average interest rate

   1.98  1.44  1.92  2.57  2.57  2.65  2.56 

                                 
  Expected Maturity Date 
                              Fair 
As of December 31, 2009 2010  2011  2012  2013  2014  Thereafter  Total  value 
  (RMB in millions, except as otherwise stated) 
Assets
                                
Held-to-maturity and available-for-sale debt securities
                                
Fixed rate bonds
                                
in RMB  4,206   32,650   5,521   7,824   20,552   480,981   551,734   550,128 
Average interest rate  3.68%  4.57%  4.74%  4.66%  4.75%  4.36%  4.39%    
                                 
in US$                         
Average interest rate                         
                                 
in HK$                  7   7   7 
Average interest rate                 5.38%  5.38%    
                                 
Variable rate bonds
                                
in RMB  3,784   1,746   1,008   5,073   3,219   8,362   23,192   23,546 
Average interest rate  4.76%  5.33%  5.10%  4.98%  5.62%  4.68%  4.96%    
                                 
in US$   854         2,048         2,902   2,902 
Average interest rate  0.99%        1.41%        1.29%    
                                 
Term deposits (excluding structured deposits)
                                
in RMB  77,580   19,200   36,400   78,367   58,850   64,500   337,897   337,897 
Average interest rate  2.69%  4.34%  3.78%  4.06%  3.64%  3.76%  3.60%    
                                 
in US$   6,813                  6,813   6,813 
Average interest rate  3.18%                 3.18%    
                                 
Structured deposits(1)
                                
                                 
in US$         273            273   272 
Average interest rate        0.95%           0.95%    
                                 
Liabilities
                                
Securities sold under agreements to repurchase  33,553                  33,553   33,553 
Average interest rate  1.84%                 1.84%    
                                 
Investment contracts  2,035   1,043   1,118   657   2,144   60,329   67,326   66,184 
Average interest rate  2.02%  1.34%  1.39%  2.50%  2.50%  2.35%  2.32%    

153


                                 
  Expected Maturity Date 
                              Fair 
As of December 31, 2008 2009  2010  2011  2012  2013  Thereafter  Total  value 
  (RMB in millions, except as otherwise stated) 
Assets
                                
Held-to-maturity and available-for-sale debt securities
                                
Fixed rate bonds
                                
in RMB  28,157   3,202   52,559   8,386   17,379   405,956   515,638   553,271 
Average interest rate  4.23%  4.50%  4.57%  4.33%  4.59%  4.34%  4.37%    
                                 
in US$                         
Average interest rate                         
           ��                     
Variable rate bonds
                                
in RMB  3,600   3,845   1,861   1,216   6,557   11,224   28,303   28,641 
Average interest rate  6.06%  4.94%  4.86%  5.04%  4.87%  4.90%  5.05%    
                                 
in US$      854         2,050      2,905   2,905 
Average interest rate     3.15%        3.49%     3.39%    
                                 
Term deposits (excluding structured deposits)
                                
in RMB  59,700   18,080   19,200   39,400   78,367   5,699   220,446   220,446 
Average interest rate  3.95%  4.13%  4.34%  3.79%  4.06%  3.97%  4.01%    
                                 
in US$   4,921                  4,921   4,921 
Average interest rate  6.00%                 6.00%    
                                 
Structured deposits(1)
                                
                                 
in US$            273      2,632   2,905   2,887 
Average interest rate           3.65%     8.09%  7.67%    
                                 
Liabilities
                                
Securities sold under agreements to repurchase  11,390                  11,390   11,390 
Average interest rate  1.14%                 1.14%    
                                 
Investment contracts  2,258   947   1,088   783   1,274   46,879   53,229   51,212 
Average interest rate  2.31%  2.15%  1.58%  2.50%  2.50%  2.47%  2.44%    
(1)assuming the interest rates are within the specified ranges and the deposits are not terminated earlier by the banks.
Equity Price Risk

Our investments in securities investment funds or equity securities expose us to changes in equity prices. We manage this risk on an integrated basis with other risks through our asset-liability management strategies. We also manage equity price risk through industry and issuer diversification and asset allocation techniques.

154


The following table sets forth our exposure to equity securities as of December 31, 2010, 20092013, 2012 and 2008.
                         
  As of December 31, 
  2008  2009  2010 
(RMB in millions) Carrying amount  Fair value  Carrying amount  Fair value  Carrying amount  Fair value 
Equity securities  75,082   75,082   179,416   179,416   195,918   195,918 
Securities at fair value through income (held for trading)  6,363   6,363   2,742   2,742   2,249   2,249 
Available-for-sale  68,719   68,719   176,674   176,674   193,669   193,669 
2011.

   As of December 31, 
   2011   2012   2013 
   Carrying amount   Fair value   Carrying amount   Fair value   Carrying amount   Fair value 
(RMB in millions)                        

Equity securities

   181,880     181,880     164,742     164,742     154,957     154,957  

Securities at fair value through profit or loss

   2,459     2,459     7,916     7,916     3,416     3,416  

Available-for-sale

   179,421     179,421     156,826     156,826     151,541     151,541  

A hypothetical 10% decline in the December 31, 2008, 20092013, 2012 and 20102011 value of the securities at fair value through profit or loss equity securities would result in a charge to the income statement of approximately RMB 342 million, RMB 792 million and RMB 246 million, respectively.

A hypothetical 10% decline in the December 31, 2013, 2012 and 2011 value of the available-for-sale equity securities would result in an unrealized loss of approximately RMB 6,82315,154 million, RMB 17,54815,683 million and RMB 19,36717,942 million, respectively.

A hypothetical 10% decline in the December 31, 2008, 2009 and 2010 value of the securities at fair value through income equity securities would result in a charge to the income statement of approximately RMB 636 million and RMB 271 million and RMB 225 million, respectively.

The selection of a 10% immediate change in the value of equity securities should not be construed as a prediction by us of future market events but rather as an illustration of the potential impact of such an event.

Foreign Exchange Risk

Our exposure to fluctuations in foreign currency exchange rates against RMB results primarily from our holdings in non-RMB denominated structured deposits and term deposits. Our debts and capital expenditures are predominantly in RMB and the principal currencies which create foreign currency exchange rate risk in our deposits are the U.S. dollar Japanese yen and Hong Kong dollar. We recorded RMB 392437 million (US$5972 million) foreign exchange losses for the year ended December 31, 2010,2013, resulting from our assets held in foreign currencies, which were affected by the appreciation of the Renminbi. Future movements in the exchange rate of RMB against the U.S. dollar and other foreign currencies may adversely affect our results of operations and financial condition.

The following tables set forth assets denominated in currencies other than RMB as of December 31, 2010, 20092013, 2012 and 2008.

                                 
  Expected Maturity Date 
                              Fair 
As of December 31, 2010 2011  2012  2013  2014  2015  Thereafter  Total  value 
  (in millions) 
Debt securities
                                
in US$         300            300   300 
Average interest rate        1.11%           1.11%    
                                 
in HK$               8   23   31   31 
Average interest rate              5.38%  5.94%  5.79%    
                                 
Term deposits (excluding structured deposits)
                                
in US$   33                  33   33 
Average interest rate  3.26%                 3.26%    
                                 
2011.

 

155

   Expected Maturity Date 
As of December 31, 2013  2014  2015  2016  2017   2018   Thereafter  Total  Fair
value
 
   (in millions) 

Debt securities

           

in US$

   —      6    266    —       —       33    305    307  

Average interest rate

   —      5.38  10.25  —       —       5.85  9.68 

Term deposits

           

in US$

   10,400    —      —      —       —       —      10,400    10,400  

Average interest rate

   3.13  —      —      —       —       —      3.13 

Cash and Cash equivalents

           

in US$

   1,823    —      —      —       —       —      1,823    1,823  

Average interest rate

   0.05  —      —      —       —       —      0.05 

in HK$

   222    —      —      —       —       —      222    222  

Average interest rate

   0.01  —      —      —       —       —      0.01 


   Expected Maturity Date 
As of December 31, 2012  2013  2014   2015  2016  2017   Thereafter  Total  Fair
value
 
   (in millions) 

Debt securities

           

in US$

   300    —       —      42    —       —      342    342  

Average interest rate

   1.59  —       —      10.25  —       —      2.66 

in HK$

   —      —       8    —      —       36    44    49  

Average interest rate

   —      —       5.38  —      —       6.12  5.99 

Term deposits

           

in US$

   1,540    —       —      —      —       —      1,540    1,540  

Average interest rate

   1.81  —       —      —      —       —      1.81 

Cash and Cash equivalents

           

in US$

   40    —       —      —      —       —      40    40  

Average interest rate

   0.05  —       —      —      —       —      0.05 

in HK$

   3,319    —       —      —      —       —      3,319    3,319  

Average interest rate

   0.01  —       —      —      —       —      0.01 

   Expected Maturity Date 
As of December 31, 2011  2012  2013  2014   2015  2016  Thereafter  Total  Fair
value
 
   (in millions) 

Debt securities

          

in US$

   —      300    —       —      28    —      328    328  

Average interest rate

   —      0.76  —       —      10.25  —      1.87 

in HK$

   —      —      —       8    —      36    44    41  

Average interest rate

   —      —      —       5.38  —      6.12  5.99 

Term deposits

          

in US$

   869    —      —       —      —      —      869    869  

Average interest rate

   6.85  —      —       —      —      —      6.85 

Cash and Cash equivalents

          

in US$

   6    —      —       —      —      —      6    6  

Average interest rate

   0.10  —      —       —      —      —      0.10 

in HK$

   291    —      —       —      —      —      291    291  

Average interest rate

   0.02  —      —       —      —      —      0.02 

                                 
  Expected Maturity Date 
                              Fair 
As of December 31, 2010 2011  2012  2013  2014  2015  Thereafter  Total  value 
  (in millions) 
Structured deposits(1)
                                
in US$                         
Average interest rate                         
                                 
Cash and Cash equivalents
                                
in US$   1                  1   1 
Average interest rate  0.00%                 0.00%    
                                 
in HK$   230                  230   230 
Average interest rate  0.00%                 0.00%    

156


                                 
  Expected Maturity Date 
                              Fair 
As of December 31, 2009 2010  2011  2012  2013  2014  Thereafter  Total  value 
  (in millions) 
Debt securities
                                
in US$      125         300      425   425 
Average interest rate     3.15%        3.49%     3.39%    
                                 
in HK$                  8   8   8 
Average interest rate                 5.38%  5.38%    
                                 
Term deposits (excluding structured deposits)
                                
in US$   998                  998   998 
Average interest rate  3.18%                 3.18%    
                                 
Structured deposits(1)
                                
in US$         40            40   40 
Average interest rate        0.95%           0.95%    
                                 
Cash and Cash equivalents
                                
in US$   5                  5   5 
Average interest rate  1.95%                 1.95%    
                                 
in HK$   341                  341   341 
Average interest rate  0.00%                 0.00%    
(1)assuming the interest rates are within the specified range and the deposits are not terminated earlier by the banks.

157


                                 
  Expected Maturity Date 
                              Fair 
As of December 31, 2008 2009  2010  2011  2012  2013  Thereafter  Total  value 
  (in millions) 
Debt securities
                                
in US$      125         300      425   425 
Average interest rate     3.15%        3.49%     3.39%    
                                 
Term deposits (excluding structured deposits)
                                
in US$   720                  720   720 
Average interest rate  6.00%                 6.00%    
                                 
Structured deposits(1)
                                
in US$            40      385   425   425 
Average interest rate           3.65%     8.09%  7.67%    
                                 
Cash and Cash equivalents
                                
in US$   1,205                  1,205   1,205 
Average interest rate  3.57%                 3.57%    
                                 
in HK$   579                  579   579 
Average interest rate  0.10%                 0.10%    
ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES.

A. DEBT SECURITIES

Not applicable.

B. WARRANTS AND RIGHTS

Not applicable.

C. OTHER SECURITIES

Not applicable.

D. AMERICAN DEPOSITARY SHARES

The table below sets forth all fees and charges that a holder of our ADRs may have to pay to the depositary bank of our ADR program, either directly or indirectly.

 

158


Category

  

Depositary Actions

  
CategoryDepositary Actions

Associated Fee

(a) Depositing or
substituting the
underlying shares
  

Each person to whom ADRs are issued against deposits of shares, including deposits and issuances in respect of:

     share distributions, rights, merger


     exchange of securities or any other transaction or event or other distribution affecting the ADSs or the deposited securities

  US$5.00 for each 100 ADSs (or portion thereof) evidenced by the new ADRs delivered
(b) Receiving or
distributing
dividends
  Distribution of dividends  US$0.02 or less per ADS
(c) Selling or
exercising rights
  Distribution or sale of securities, the fee being in an amount equal to the fee for the execution and delivery of ADSs which would have been charged as a result of the deposit of such securities  US$5.00 for each 100 ADSs (or portion thereof)
(d) Withdrawing an
underlying security
  Acceptance of ADRs surrendered for withdrawal of deposited securities  US$5.00 for each 100 ADSs (or portion thereof) evidenced by the ADRs surrendered
(e) Transferring,
splitting or
grouping receipts
  Transfers, combining or grouping of depositary receipts  US$1.50 per ADS
(f) Expenses of the depositary  

Expenses incurred on behalf of ADR holders in connection with:

     compliance with foreign exchange control regulations or any law or regulation relating to foreign investment;


     the depositary’s or its custodian’s compliance with applicable law, rule or regulation;


     stock transfer or other taxes and other governmental charges;


     cable, telex, facsimile transmission and delivery;


     expenses of the depositary in connection with the conversion of foreign currency into U.S. dollars (which are paid out of such foreign currency); and


     any other charge payable by depositary or its agents.

  Expenses payable at the sole discretion of the depositary by billing ADR holders or by deducting charges from one or more cash dividends or other cash distributions.

Deutsche Bank Trust Company Americas, or Deutsche Bank, has served as the depositary bank of our ADR program since January 4, 2010. Deutsche Bank has agreed to reimburse certain reasonable company expenses related to our ADR program and incurred by us in connection with our ADR program. The table below sets forth the amounts reimbursed from January 4, 20101, 2013 to April 10, 2011.

11, 2014.

Category of Expenses

  

Amount Reimbursed from

January 1, 2013 to April 11, 2014

 
Category of ExpensesAmount Reimbursed
from January 4, 2010 to
April 10, 2011

NYSE listing fees

  US$38,000.0057,008

Legal fees

  US$409,620.55422,953.56

Investor relations(1)

  US$1,369,933.051,466,152.14

Broker reimbursements(2)

  US$71,440.20149,705.62

Total

  US$1,888,993.80
2,095,819.32  

(1) Includes expenses related to announcement of results, ADR training programs, non-deal roadshows and investor relations activities.
(2) Broker reimbursements are fees payable to Broadridge and other service providers for the distribution of hard copy material to beneficial ADR holders holding in the Depositary Trust Company. Corporate material includes information related to shareholders’ meetings and related voting instruction cards. These fees are SEC approved.

159


PART II

ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES.

None.

ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS.

A. MATERIAL MODIFICATION TO THE RIGHTS OF SECURITY HOLDERS

See “Item 10. Additional Information—Articles of Association”.

B. USE OF PROCEEDS

The following use of proceeds information relates to our registration statement on Form F-1 (File No. 333-110615), filed by us in connection with our initial public offering of H shares in the United States. In connection with the registration of the H shares, a registration statement on Form F-6 (File No.333-110622) was also filed for ADSs representing such H shares. Each of these two registration statements was declared effective by the SEC on December 11, 2003. Our H shares commenced trading on the Hong Kong Stock Exchange on December 18, 2003 and the ADSs on the New York Stock Exchange on December 17, 2003.

The net proceeds from the initial public offering of our shares, after deduction of fees and expenses, amounted to RMB 24,707 million and were held in either H.K. dollars or U.S. dollars. As of the date of this annual report, a substantial part of the cash proceeds from our global offering was held in bank deposit accounts denominated in foreign currencies in China, part of the cash proceeds was invested in stockssecurities listed on overseas stock exchanges, and part of the cash proceeds was invested in debt securities denominated in foreign currencies. We gradually converted approximately US$300 million of the cash proceeds into Renminbi to reduce foreign exchange risks. We invested approximately US$433 million, in addition to 2,282 billion in Renminbi, in Guangdong Development Bank in December 2006. We used approximately HK$5.812 billion for investments in Sino-Ocean Land Holdings Limited during its target offering in 2009.

2009, 2010 and 2013.

ITEM 15.CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

As required by Rule 13a-15(b) of the Securities Exchange Act of 1934, we have carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and our chief financial officer, of the effectiveness of our disclosure controls and procedures as of December 31, 2010,2013, the end of the period covered by this annual report. Based on that evaluation, our chief executive officer and our chief financial officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2010.

2013.

160


Management’s Report on Internal Control Over Financial Reporting

Management of China Life Insurance Company Limited (together with its consolidated subsidiaries, the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with applicable generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets and liabilities of the Company;

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets and liabilities of the Company;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with the applicable generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2010.2013. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework.Framework (1992 framework). Based on this assessment, management determined that the Company’s internal control over financial reporting was effective as of December 31, 2010.

2013.

The Company’s internal control over financial reporting as of December 31, 20102013 has been audited by PricewaterhouseCoopers,Ernst & Young, an independent registered public accounting firm, as stated in their report which is on pagepages F-2 and F-3 of this annual report, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2010.

2013.

Changes in Internal Control over Financial Reporting

There were no changes to the Company’s internal control over financial reporting as defined in Exchange Act Rule 13a-15(f) during the year ended December 31, 20102013 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT.

Our board of directors has determined that Mr. Bruce Douglas Moore qualifies as an audit committee financial expert as defined in Item 16A of Form 20-F. Mr. Moore is “independent” in accordance with the applicable requirements of Rule 10A-3 of the Securities Exchange Act of 1934. Mr. Moore was appointed as an independent non-executive director and a member of the audit committee of our companyCompany in JuneMay 2009. For Mr. Moore’s biographical information, see “Item 6. Directors, Senior Management and Employees”.

ITEM 16B.CODE OF ETHICS.

At the board of directors meeting held on June 29, 2004, we adopted a code of business conduct and ethics that applies to our chief executive officer, chief financial officer, controller and other senior officers of our company. We have filed the adopted code of business conduct and ethics as an exhibit to our annual report on Form 20-F for the fiscal year ended December 31, 2004, as filed on May 27, 2005.

 

161


ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The following table sets forth the aggregate audit fees, audit-related fees, tax fees and all other fees paid to our principal accountants for the fiscal years of 20102013 and 2009.

                 
  Audit Fees(1)  Audit-Related Fees  Tax Fees  All Other Fees 
  (RMB in millions) 
2010  63.90          
2009  69.50          
2012.

Audit Fees(1)Audit-Related FeesTax FeesAll Other Fees
(RMB in millions)

2013(2)

50.70     —  —  —  
(1)

2012(3)

  63.90—  —  —  

(1)Audit fees include fees billed for professional services rendered for audits of the consolidated financial statements and review of interim financial statements of China Life. Audit fees exclude fees billed for professional services rendered for statutory audits of the subsidiaries of China Life. For the total amount of audit fees paid to our principal accountants, see Note 26 to our consolidated financial statements included elsewhere in this annual report.
(2)Our principal accountant for the fiscal year of 2013 was Ernst & Young.
(3)Our principal accountant for the fiscal year of 2012 was PricewaterhouseCoopers.

According to our current internal rules, before our principal accountants are engaged by us to render audit or non-audit services, the engagement must be approved by our audit committee.

ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES.

Not applicable.

ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS.

As of December 31, 2010,2013, China Life and its subsidiaries had not purchased, sold or redeemed any of China Life’s shares.

ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT.

Not applicable.

On December 21, 2012, our board of directors resolved, as recommended by our audit committee, to propose to appoint Ernst & Young as the Company’s independent registered certified public accountant. At the first extraordinary general meeting of the Company held on February 19, 2013, the shareholders of the Company approved the appointment of Ernst & Young as the Company’s independent registered certified public accountant effective for the fiscal year ending December 31, 2013. PricewaterhouseCoopers was responsible for the audit work of the Company for the fiscal year ended December 31, 2012. We reported the change in our independent registered certified public accountant on Form 6-K filed with the SEC on February 19, 2013. The change was made due to relevant PRC rules issued by the MOF limiting the term of service of audit firms continuously engaged by a PRC financial institution.

The reports of PricewaterhouseCoopers on our consolidated financial statements for the two fiscal years ended December 31, 2011 and 2012 contain no adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the two fiscal years ended December 31, 2011 and 2012, and the subsequent interim period through June 5, 2013, the date of resignation of PricewaterhouseCoopers, there have been no disagreements with PricewaterhouseCoopers on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of PricewaterhouseCoopers, would have caused it to make reference thereto in their reports on the consolidated financial statements for such years.

During the two fiscal years ended December 31, 2011 and 2012, and the subsequent interim period through June 5, 2013, there have been no reportable events requiring disclosure pursuant to Item 16F(a)(1)(v) of Form 20-F.

We provided a copy of the above disclosure under this Item 16F to PricewaterhouseCoopers and requested that PricewaterhouseCoopers furnish a letter addressed to the SEC stating whether it agrees with the above statements, and if not, stating the respects in which it does not agree. A copy of the letter from PricewaterhouseCoopers addressed to the SEC, datedApril 25, 2014 is filed as Exhibit 15.1.

During the two fiscal years ended December 31, 2011 and 2012, and the subsequent interim period prior to our engagement of Ernst & Young, neither we nor anyone on our behalf consulted Ernst & Young regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on our financial statements, or (ii) any matter that was either the subject of a disagreement with Ernst & Young or a reportable event. Also, during the two fiscal years ended December 31, 2011 and 2012, and the subsequent interim period prior to our engagement of Ernst & Young, we have not obtained any written report or oral advice that Ernst & Young concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue.

As used herein, the term “reportable event” means any of the items listed in paragraphs (a)(1)(v)(A)-(D) of Item 16F of Form 20-F, and the term “disagreement” shall be interpreted in accordance with Item 16F(a)(1)(iv) of Form 20-F and related instructions to Item 16-F of Form 20-F.

ITEM 16G.CORPORATE GOVERNANCE.

As a Chinese company with H shares, ADSs and A shares publicly traded on the HKSE, the NYSE and the SSE, respectively, we must comply with the corporate governance standards provided by PRC company law and other laws, as well as the securities laws and regulations in Hong Kong, United States and the listing requirements of the HKSE, the NYSE and the SSE that are applicable to us. The description set forth below includes, for purpose of Section 303A.11 of the NYSE Listed Company Manual, a summary of the significant ways in which our corporate governance practices differ from those followed by U.S. domestic companies under NYSE rules.

Board Independence

We identify our independent non-executive directors in accordance with the qualifications provided by relevant PRC and Hong Kong regulations, which prohibit independent directors from having, among other things, specified interests in our securities or business, relationships with the management and financial dependence on us. These tests vary in certain respects with those set forth under Section 303A.02 of the NYSE Listed Company Manual.

162


Section 303A.02 of the NYSE Listed Company Manual also requires the board of directors to affirmatively determine that the director has no material relationship with the company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Under the HKSE Listing Rules, each independent non-executive director must provide an annual confirmation of his independence to the listed company. Under the Tentative Guidelines on Corporate Governance of Insurance Companies issued by the CIRC in 2006 (the “Chinese Insurance Company Corporate Governance Guidelines”), each independent director must make a public announcement of the director’s independence and commitment to duties.

Section 303A.01 of the NYSE Listed Company Manual provides that a U.S. domestic issuer must have a majority of independent directors, unless more than 50% of such issuer’s voting power for the election of directors is controlled by an individual, a group or another company (a “controlled company”). Because more than 60% of our voting power is controlled by CLIC, we, as with controlled U.S. domestic companies, would not be required to comply with this independent board requirement. As of the date of this annual report, our board of directors comprised eleventen directors, including fourtwo executive directors, threefour non-executive directors and four independent non-executive directors.

Section 303A.03 of the NYSE Listed Company Manual requires a U.S. domestic company to have its non-management directors meet at regularly scheduled executive sessions without management and hold an executive session including only independent directors at least once a year, or hold regular executive sessions of independent directors. We are notUnder the HKSE corporate governance rules effective since April 1, 2012, the chairman of our board of directors is required by PRC or Hong Kong laws or requirements on mandatory basis to hold,have a meeting with non-executive directors (including independent non-executive directors) only at least once a year. On October 25, 2013, the chairman of our board convened a meeting of non-executive directors to discuss the operational management and did not hold, such sessions indevelopment reform of the year of 2010.

Company.

Nominating/Corporate Governance Committee and Compensation Committee

Under Section 303A.04 of the NYSE Listed Company Manual, a U.S. domestic company must have a nominating/corporate governance committee composed entirely of independent directors with a written charter that addresses certain specified responsibilities, unless it is a “controlled company”.

Section 303A.05 of the NYSE Listed Company Manual requires a U.S. domestic company to have a compensation committee composed entirely of independent directors with a written charter that addresses certain specified duties, unless it is a “controlled company”. We, as with controlled U.S. domestic companies, are not required under NYSE rules to have such a nominating/corporate governance committee or compensation committee. We have established a nominating and remuneration committee in accordance with the HKSE Listing Rules, comprised of a majority of independent non-executive directors as construed under those rules. The nominatingprimary duties of the nomination and remuneration committee is mainly responsible forare to review the structure and components of our board of directors, to formulate the appointment and successors to our board of directors and senior management, to review and recommendation ofrecommend the nomination of our directors and senior officers, as well as the formulationto propose to our board of training anddirectors the remuneration policy for our directors, supervisors and senior management. The Chinese Insurance Company Corporate Governance Guidelines require that nominating and remuneration committees of Chinese insurance companies be comprised entirely of non-executive directors with the independent directors as the Chairmen. In the year of 2010,2013, our nominating and remuneration committee comprised two independent non-executive directors and one non-executive director with one of the independent non-executive directors serving as the Chairman. We have complied with the composition requirements of the nomination and remuneration committee as prescribed under the Chinese Insurance Company Corporate Governance Guidelines.

Audit Committee

The NYSE rules set forth two levels of audit committee standards for U.S. domestic companies and foreign private issuers. As a foreign private issuer, we are required to comply with the audit committee requirements under Section 303A.06 of the NYSE Listed Company Manual, such as audit committee independence and certain functions and powers, but are not subject to the additional qualifications, independence, function and other requirements for U.S. domestic companies provided under Section 303A.07 of the NYSE Listed Company Manual.

163


We have established an audit committee in accordance with the requirements of Section 303A.06 of the NYSE Listed Company Manual, the HKSE Listing Rules and the Chinese Insurance Company Corporate Governance Guidelines. In the year of 2010,2013, our audit committee comprised three independent non-executive directors with one of them serving as the Chairman. The primary duties of the audit committee are to review and supervise the financial reporting process, to assess the effectiveness of our internal control system, to supervise our internal audit system and its implementation and to implement and recommend the engagement or replacement of external auditors. Our audit committee is also responsible for communications between our internal and external auditors.
auditors and our internal reporting system.

Corporate Governance Guidelines

Under Section 303A.09 of the NYSE Listed Company Manual, a U.S. domestic company must adopt and disclose corporate governance guidelines that address specified key subjects. We are not required by Chinese or Hong Kong laws or requirements to, and currently do not, have such corporate governance guidelines. However, we address several of the key subjects required by the NYSE Listed Company Manual to be included in the corporate governance guidelines in our articles of association, Rules of Procedures for Board of Directors, Rules of Internal Control and other internal corporate documents.

In addition, under the HKSE Listing Rules, we are expected to comply with, but may choose to deviate from, the provisions of the Code on Corporate Governance Practices in the HKSE Listing Rules, which sets out the principles of good corporate governance for issuers. However, we are required to disclose the reasons for deviation, if any, in our interim and annual reports.

We are required by the China Securities Regulatory Commission (“CSRC”)CSRC to disclose in our annual report filed with the CSRC our actual corporate governance practice as compared with CSRC’s rules on corporate governance of listed companies. Under such rules, we are required to disclose the differences between our actual practices and the requirements under such rules, if any. Accordingly, we have disclosed in our annual report for the year of 20102013 filed with the CSRC that we had established comparatively propera corporate governance structure with well-defined duties and sound corporate governanceresponsibilities strictly in accordance with the PRC Company Law and PRC Securities Law as well as relevant rules and regulations, and that there were no significant differences between our actual corporate governance practices and relevant provisionsare generally in compliance with the applicable regulatory rules and requirements under CSRC’s rules.

of the jurisdictions where we are listed.

Code of Business Conduct and Ethics

Section 303A.10 of the NYSE Listed Company Manual requires U.S. domestic companies to adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers. We have adopted a Code of Business Conduct and Ethics for Directors and Senior Officers and Code of Conduct for Employees. We have disclosed the Code of Business Conduct and Ethics for Directors and Senior Officers in our annual report under Form 20-F for fiscal year ended December 31, 2004 and are required to disclose in the annual report under Form 20-F any waivers of the code for directors or executive officers. In addition, according to the HKSE Listing Rules, all of our directors must comply with the Model Code for Securities Transactions by Directors of Listed Companies that sets forth the required standards with which the directors of a listed company must comply in securities transactions of the listed company. Under the Listing Rules of the Shanghai Stock Exchange, any of the directors, supervisors or senior management of the listed company shallmay not transfer any shares of such company held by him/her within one year of the listing of the company or six months after leaving the company. During his/her tenure at the company, he/she shallmust file with the Shanghai Stock Exchange for record in advance any proposed transaction in the shares of the company in accordance with the relevant rules and regulations. In case of changes in shareholdings in the company, he/she shall report the changes on a timely basis to the company, which must then make relevant announcements on the website of the Shanghai Stock Exchange.

164


Certification Requirements

Under Section 303A.12(a) of the NYSE Listed Company Manual, each U.S. domestic company Chief Executive Officer must certify to the NYSE each year that he or she is not aware of any violation by the listed company of NYSE corporate governance listing standards. There are no similar requirements under PRC or Hong Kong laws or requirements.

ITEM 16H.MINE SAFETY DISCLOSURE.

Not applicable.

PART III

ITEM 17.FINANCIAL STATEMENTS.

We have elected to provide the financial statements and related information specified in Item 18 in lieu of Item 17.

ITEM 18.FINANCIAL STATEMENTS.

See Index to Consolidated Financial Statements for a list of all financial statements filed as part of this annual report.

ITEM 19.EXHIBITS.

(a)See Item 18 for a list of the financial statements filed as part of this annual report.

(b)Exhibits to this annual report.

EXHIBIT INDEX

ITEM 19.

No.

  EXHIBITS.
(a) See Item 18 for a list of the financial statements filed as part of this annual report.
(b) Exhibits to this annual report.

165


EXHIBIT INDEX
No.Description of Exhibit

  
1.1  Amended and Restated Articles of Association of the Registrant
  2.1  
Form of H share certificate(1)
  
2.2  
Form of Deposit Agreement, including the Form of American Depositary Receipt(2)
  
4.1  
Restructuring Agreement(1)
  
4.2  
Trademark License Agreement(1)
  
4.3  
Policy Management Agreement(4)
  4.4  Non-Competition Agreement(1)
  4.5  Asset Management Agreement between China Life Insurance (Group) Company and China Life Asset Management Company Limited(6)
  4.44.6  Asset Management Agreement between China Life Insurance Company Limited and China Life Investment Holding Company Limited(7)
  4.7Supplementary Agreement to the Asset Management Agreement between China Life Insurance Company Limited and China Life Investment Holding Company Limited
  4.8  Asset Management Agreement between China Life Insurance Company Limited and China Life Asset Management Company Limited(7)
  4.9  
4.5
Asset Management Agreement between China Life Insurance (Group) Company and China Life Asset Management Company Limited(5)
4.6
Property Leasing Agreement(6)(7)
  
4.7
Non-Competition Agreement(1)
4.8
Confirmation Letter to Renew Policy Management Agreement(5)
4.9
Agreement for Assignment of Rights and Obligations under Property Leasing Agreement(5)
4.10  Property Transfer Framework Agreement(7)
Capital Injection Agreement among China Life Insurance Company Limited, China Life Insurance (Group) Company and China Life Asset Management Company Limited(5)
  
4.11  
Entrustment and Account Management Agreement for Corporate Annuity Fund(6)(5)
  4.12  Memorandum to Renew Entrustment and Account Management Agreement for Corporate Annuity Fund(7)
  4.13  Insurance Sales Framework Agreement between China Life Insurance Company Limited and China Life Property and Casualty Insurance Company Limited(6)
  8.1  List of subsidiaries of the Registrant
11.1  
Code of Business Conduct and Ethics(3)
12.1  Certification pursuant to Rule 13a-14(a)
12.2  Certification pursuant to Rule 13a-14(a)
13.1  Certification pursuant to Rule 13a-14(a) and Section 1350 of Chapter 63 of Title 18 of the United States Code
15.1  Letter from PricewaterhouseCoopers

(1)Incorporated by reference to the Registration Statement on Form F-1 (File No. 333-110615), filed with the Commission on December 9, 2003.
(2)Incorporated by reference to the Registration Statement on Form F-6 (File No. 333-164005), filed with the Commission on January 4, 2010.
(3)Incorporated by reference to the Annual Report on Form 20-F for the fiscal year ended December 31, 2004, filed with the Commission on May 27, 2005.

(4)Incorporated by reference to the Annual Report on Form 20-F for the fiscal year ended December 31, 2005, filed with the Commission on May 30, 2006.
(5)Incorporated by reference to the Annual Report on Form 20-F for the fiscal year ended December 31, 2008, filed with the Commission on April 28, 2009.
(6)Incorporated by reference to the Annual Report on Form 20-F for the fiscal year ended December 31, 2009, filed with the Commission on April 29, 2010.

(6)Incorporated by reference to the Annual Report on Form 20-F for the fiscal year ended December 31, 2011, filed with the Commission on April 26, 2012.
(7)Incorporated by reference to the Annual Report on Form 20-F for the fiscal year ended December 31, 2012, filed with the Commission on April 26, 2013.

166

SIGNATURES


SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

China Life Insurance Company Limited

By:  /s/ Wan Feng  

By:

 Name:  Wan Feng 

/s/ Lin Dairen

 

Name: Lin Dairen

Title:

PresidentPrincipal Executive Officer and Executive Director

Date: April 26, 2011

April25, 2014


CHINA LIFE INSURANCE COMPANY LIMITED

(Incorporated in the People’s Republic of China with limited liability)

Audited Consolidated Financial Statements

For the year ended 31 December 2013


CHINA LIFE INSURANCE COMPANY LIMITED

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Historical Consolidated Financial Statements

F-1


(IMAGE)
Report of Independent Registered Public Accounting Firm
To the

The Board of Directors and Equity HoldersShareholders of
China Life Insurance Company Limited

In our opinion,

We have audited the accompanying consolidated statementsstatement of financial position of China Life Insurance Company Limited (the “Company”) as of December 31, 2013, and the related consolidated statements of comprehensive income, consolidated statements of changes in equity and cash flows for the year ended December 31, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements of cash flowreferred to above present fairly, in all material respects, the consolidated financial position of China Life Insurance Company Limited and its subsidiaries (hereinafter — “the Group”) at December 31, 2010 and December 31, 2009,2013, and the consolidated results of theirits operations and theirits cash flows for each of the three years in the periodyear ended December 31, 20102013, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also

We also have audited, in our opinion,accordance with the Group maintained, in all material respects, effectivestandards of the Public Company Accounting Oversight Board (United States), China Life Insurance Company Limited’s internal control over financial reporting as of December 31, 2010,2013, based on criteria established in Internal Control — IntegratedControl-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)(1992 framework), and our report dated April 25, 2014 expressed an unqualified opinion thereon.

/s/ Ernst & Young

Hong Kong

April 25, 2014

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of China Life Insurance Company Limited

We have audited China Life Insurance Company Limited’s (the “Company”) internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) (the “COSO criteria”). The Group’sCompany’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting appearing under Item 15 of the 2010 Annual Report to equity holders.Reporting. Our responsibility is to express opinions on these financial statements andan opinion on the Group’sCompany’s internal control over financial reporting based on our integrated audits. audit.

We conducted our auditsaudit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the auditsaudit to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also includedrisk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audits provideaudit provides a reasonable basis for our opinions.

opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i)(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii)(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii)(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Report of Independent Registered Public Accounting Firm (continued)

In our opinion, China Life Insurance Company Limited maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statement of financial position of China Life Insurance Company Limited as of December 31, 2013, and the related consolidated statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended and our report dated April 25, 2014 expressed an unqualified opinion thereon.

/s/ Ernst & Young

Hong Kong

April 25, 2014

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of

China Life Insurance Company Limited

In our opinion, the consolidated statements of financial position as of December 31, 2012 and the related consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows for each of two years in the period ended December 31, 2012 present fairly, in all material respects, the financial position of China Life Insurance Company Limited and its subsidiaries (hereinafter – “the Group”) at December 31, 2012, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2012, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. These financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers

Hong Kong, 27 March 22, 2011

2013

F-2


CHINA LIFE INSURANCE COMPANY LIMITED

Consolidated Statement of Financial Position

As at 31 December 2010

             
      As at 31  As at 31 
      December  December 
      2010  2009 
  Note  RMB million  RMB million 
             
ASSETS
            
Property, plant and equipment  6   18,946   17,467 
Investments in associates  7   20,892   8,470 
Held-to-maturity securities  8.1   246,227   235,099 
Loans  8.2   36,543   23,081 
Term deposits  8.3   441,585   344,983 
Statutory deposits — restricted  8.4   6,153   6,153 
Available-for-sale securities  8.5   548,121   517,499 
Securities at fair value through income  8.6   9,762   9,133 
Accrued investment income  8.7   18,193   14,208 
Premiums receivable  10   7,274   6,818 
Reinsurance assets  11   830   832 
Other assets  12   8,199   6,317 
Cash and cash equivalents      47,854   36,197 
           
             
Total assets
      1,410,579   1,226,257 
           
2013

       

As at 31

December

2013

   

As at 31

December

2012

 
   Notes   RMB million   RMB million 

ASSETS

      

Property, plant and equipment

   6     23,393     22,335  

Investment properties

   7     1,329     —    

Investments in associates

   8     34,775     28,991  

Held-to-maturity securities

   9.1     503,075     452,389  

Loans

   9.2     118,626     80,419  

Term deposits

   9.3     664,174     641,080  

Statutory deposits – restricted

   9.4     6,153     6,153  

Available-for-sale securities

   9.5     491,527     506,416  

Securities at fair value through profit or loss

   9.6     34,172     34,035  

Securities purchased under agreements to resell

   9.7     8,295     894  

Accrued investment income

   9.8     34,717     28,926  

Premiums receivable

   11     9,876     8,738  

Reinsurance assets

   12     1,069     948  

Other assets

   13     20,430     18,140  

Cash and cash equivalents

     21,330     69,452  
    

 

 

   

 

 

 

Total assets

     1,972,941     1,898,916  
    

 

 

   

 

 

 

The notes on pages F-1214 to F-7791 form an integral part of these consolidated financial statements.

F-3


CHINA LIFE INSURANCE COMPANY LIMITED

Consolidated Statement of Financial Position

As at 31 December 2010

             
      As at 31  As at 31 
      December  December 
      2010  2009 
  Note  RMB million  RMB million 
             
LIABILITIES AND EQUITY
            
Liabilities
            
Insurance contracts  13   1,018,135   818,164 
Investment contracts  14   70,171   67,326 
Securities sold under agreements to repurchase  15   23,065   33,553 
Policyholder dividends payable      52,828   54,587 
Annuity and other insurance balances payable      8,275   5,721 
Premiums received in advance      1,880   1,804 
Other liabilities  16   13,746   11,978 
Deferred tax liabilities  24   11,776   16,361 
Current income tax liabilities      34   3,850 
Statutory insurance fund  17   194   137 
           
             
Total liabilities
      1,200,104   1,013,481 
           
             
Equity
            
Share capital  30   28,265   28,265 
Reserves  31   100,512   102,787 
Retained earnings      79,933   80,020 
           
             
Attributable to equity holders of the Company
      208,710   211,072 
           
             
Non-controlling interests
      1,765   1,704 
           
             
Total equity
      210,475   212,776 
           
             
Total liabilities and equity
      1,410,579   1,226,257 
           
2013

       

As at 31

December

2013

   

As at 31

December

2012

 
   Notes   RMB million   RMB million 

LIABILITIES AND EQUITY

      

Liabilities

      

Insurance contracts

   14     1,494,497     1,384,537  

Investment contracts

   15     65,087     66,639  

Policyholder dividends payable

     49,536     44,240  

Bonds payable

   16     67,985     67,981  

Securities sold under agreements to repurchase

   17     20,426     68,499  

Annuity and other insurance balances payable

     23,179     16,890  

Premiums received in advance

     6,305     2,576  

Other liabilities

   18     18,233     16,435  

Deferred tax liabilities

   27     4,919     7,834  

Current income tax liabilities

     5     22  

Statutory insurance fund

   19     184     162  
    

 

 

   

 

 

 

Total liabilities

     1,750,356     1,675,815  
    

 

 

   

 

 

 

Equity

      

Share capital

   32     28,265     28,265  

Reserves

   33     96,913     112,428  

Retained earnings

     95,153     80,392  
    

 

 

   

 

 

 

Attributable to equity holders of the Company

     220,331     221,085  
    

 

 

   

 

 

 

Non-controlling interests

     2,254     2,016  
    

 

 

   

 

 

 

Total equity

     222,585     223,101  
    

 

 

   

 

 

 

Total liabilities and equity

     1,972,941     1,898,916  
    

 

 

   

 

 

 

Approved and authorized for issue by the Board of Directors on 2225 March 2011

2014.

The notes on pages F-1214 to F-7791 form an integral part of these consolidated financial statements.

F-4


CHINA LIFE INSURANCE COMPANY LIMITED

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2010

                 
      2010  2009  2008 
      RMB  RMB  RMB 
  Note  million  million  million 
                 
REVENUES
                
Gross written premiums      318,229   275,970   265,656 
Less: premiums ceded to reinsurers      (177)  (158)  (156)
              
Net written premiums      318,052   275,812   265,500 
Net change in unearned premium reserves      36   (735)  (323)
              
                 
Net premiums earned
      318,088   275,077   265,177 
              
                 
Investment income  18   48,872   38,890   44,946 
Net realised gains on financial assets  19   15,841   21,244   (5,964)
                 
Net fair value gains through income  20   280   1,449   (7,194)
Other income      2,757   2,630   3,420 
              
                 
Total revenues
      385,838   339,290   300,385 
              
                 
BENEFITS, CLAIMS AND EXPENSES
                
Insurance benefits and claims expenses                
Life insurance death and other benefits  21   (71,237)  (74,858)  (89,659)
Accident and health claims and claim adjustment expenses  21   (8,740)  (7,808)  (7,641)
Increase in insurance contracts liabilities  21   (199,655)  (154,372)  (134,649)
Investment contract benefits  22   (1,950)  (2,142)  (1,931)
Policyholder dividends resulting from participation in profits      (13,224)  (14,487)  (1,671)
Underwriting and policy acquisition costs      (27,256)  (22,936)  (24,200)
Administrative expenses      (20,285)  (18,719)  (16,652)
Other operating expenses      (3,655)  (2,390)  (3,409)
Statutory insurance fund contribution  17   (599)  (537)  (558)
              
                 
Total benefits, claims and expenses
      (346,601)  (298,249)  (280,370)
              
                 
Share of results of associates  7   1,771   704   (56)
Profit before income tax
  23   41,008   41,745   19,959 
Income tax  24   (7,197)  (8,709)  (685)
              
                 
Net profit
      33,811   33,036   19,274 
              
                 
Attributable to:                
- equity holders of the Company      33,626   32,881   19,137 
- non-controlling interests      185   155   137 
              
                 
Basic and diluted earnings per share
  26  RMB1.19  RMB1.16  RMB0.68 
              
2013

       2013  2012  2011 
   Notes   RMB million  RMB million  RMB million 

REVENUES

      

Gross written premiums

     326,290    322,742    318,252  

Less: premiums ceded to reinsurers

     (556  (384  (232
    

 

 

  

 

 

  

 

 

 

Net written premiums

     325,734    322,358    318,020  

Net change in unearned premium reserves

     (921  (232  256  
    

 

 

  

 

 

  

 

 

 

Net premiums earned

     324,813    322,126    318,276  
    

 

 

  

 

 

  

 

 

 

Investment income

   20     82,816    73,243    60,722  

Net realised gains and impairment on financial assets

   21     5,793    (26,876  (11,208

Net fair value gains/(losses) through profit or loss

   22     137    (313  337  

Other income

     4,324    3,305    2,772  
    

 

 

  

 

 

  

 

 

 

Total revenues

     417,883    371,485    370,899  
    

 

 

  

 

 

  

 

 

 

BENEFITS, CLAIMS AND EXPENSES

      

Insurance benefits and claims expenses

      

Life insurance death and other benefits

   23     (193,671  (107,674  (101,349

Accident and health claims and claim adjustment expenses

   23     (11,263  (7,898  (7,789

Increase in insurance contracts liabilities

   23     (107,354  (184,990  (181,579

Investment contract benefits

   24     (1,818  (2,032  (2,031

Policyholder dividends resulting from participation in profits

     (18,423  (3,435  (6,125

Underwriting and policy acquisition costs

     (25,690  (27,754  (27,434

Finance costs

   25     (4,032  (2,575  (873

Administrative expenses

     (24,805  (23,283  (21,549

Other expenses

     (3,864  (3,304  (3,275

Statutory insurance fund contribution

   19     (637  (609  (595
    

 

 

  

 

 

  

 

 

 

Total benefits, claims and expenses

     (391,557  (363,554  (352,599
    

 

 

  

 

 

  

 

 

 

Share of profit of associates

   8     3,125    3,037    2,213  
    

 

 

  

 

 

  

 

 

 

Profit before income tax

   26     29,451    10,968    20,513  

Income tax

   27     (4,443  304    (2,022
    

 

 

  

 

 

  

 

 

 

Net profit

     25,008    11,272    18,491  
    

 

 

  

 

 

  

 

 

 

Attributable to:

      

- Equity holders of the Company

     24,765    11,061    18,331  

- Non-controlling interests

     243    211    160  
    

 

 

  

 

 

  

 

 

 

Basic and diluted earnings per share

   28     RMB0.88    RMB0.39    RMB0.65  
    

 

 

  

 

 

  

 

 

 

The notes on pages F-1214 to F-7791 form an integral part of these consolidated financial statements.

F-5


CHINA LIFE INSURANCE COMPANY LIMITED

Consolidated Statement of Comprehensive Income (continued)

For the year ended 31 December 2010

                 
      2010  2009  2008 
  Note  RMB million  RMB million  RMB million 
                 
Other comprehensive income/(loss)
                
Fair value (losses)/gains on available-for-sale securities      (13,666)  39,470   (61,622)
Amount transferred to net profit from other comprehensive income      (15,763)  (21,040)  4,878 
Portion of fair value (losses)/gains on available-for-sale securities allocated to participating policyholders      7,983   (3,999)  11,702 
Share of other comprehensive loss of associates      (131)  (70)  291 
Others      (1)     (3)
Income tax relating to components of other comprehensive income/(loss)  24   5,362   (3,607)  11,260 
              
                 
Other comprehensive (loss)/income for the year
      (16,216)  10,754   (33,494)
              
                 
Total comprehensive income for the year
      17,595   43,790   (14,220)
              
                 
Attributable to:                
- equity holders of the Company      17,423   43,626   (14,316)
- non-controlling interests      172   164   96 
              
2013

       2013  2012  2011 
   Note   RMB million  RMB million  RMB million 

Other comprehensive income

      

Other comprehensive income that may be reclassified to profit or loss in subsequent periods:

      

Fair value gains/(losses) on available-for-sale securities

     (25,135  8,864    (45,576

Amount transferred to net profit from other comprehensive income

     (5,793  26,876    11,054  

Portion of fair value changes on available-for-sale securities attributable to participating policyholders

     2,635    (2,635  2,521  

Share of other comprehensive income of associates under the equity method

     (332  167    (201

Others

     —      —      (1
    

 

 

  

 

 

  

 

 

 

Income tax relating to components of other comprehensive income

   27     7,050    (8,265  7,989  
    

 

 

  

 

 

  

 

 

 

Other comprehensive income that may be reclassified to profit or loss in subsequent periods

     (21,575  25,007    (24,214
    

 

 

  

 

 

  

 

 

 

Other comprehensive income that will not be reclassified to profit or loss in subsequent periods

     —      —      —    
    

 

 

  

 

 

  

 

 

 

Other comprehensive income for the year, net of tax

     (21,575  25,007    (24,214
    

 

 

  

 

 

  

 

 

 

Total comprehensive income for the year, net of tax

     3,433    36,279    (5,723
    

 

 

  

 

 

  

 

 

 

Attributable to:

      

- Equity holders of the Company

     3,203    36,056    (5,874

- Non-controlling interests

     230    223    151  
    

 

 

  

 

 

  

 

 

 

The notes on pages F-1214 to F-7791 form an integral part of these consolidated financial statements

statements.

F-6


CHINA LIFE INSURANCE COMPANY LIMITED

Consolidated Statement of Changes in Equity

For the year ended 31 December 2010

                     
  Attributable to equity holders       
  of the Company  Non-    
          Retained  controlling    
  Share capital  Reserves  earnings  interests  Total 
  RMB million  RMB million  RMB million  RMB million  RMB million 
  (Note 29)  (Note 30)          
                     
As at 1 January 2008
  28,265   111,276   60,593   876   201,010 
                     
Net profit        19,137   137   19,274 
                     
Other comprehensive loss for the year     (33,453)     (41)  (33,494)
                
                     
Total comprehensive income/(loss)
     (33,453)  19,137   96   (14,220)
                
                     
Transactions with owners
                    
Capital contribution           45   45 
Appropriation to reserve     6,624   (6,624)      
Dividends paid        (11,871)     (11,871)
Dividends to minority interests            (93)  (93)
                
                     
Total transactions with owners
     6,624   (18,495)  (48)  (11,919)
                
                     
As at 31 December 2008
  28,265   84,447   61,235   924   174,871 
                
2013

 

   Attributable to equity holders of
the Company
  Non-controlling
interests
  Total 
   Share
capital
RMB million
   Reserves
RMB million
  Retained
earnings
RMB million
  RMB million  RMB million 
   (Note 32)   (Note 33)          

As at 1 January 2011

   28,265     100,512    79,933    1,765    210,475  

Net profit

   —       —      18,331    160    18,491  

Other comprehensive income

   —       (24,205  —      (9  (24,214
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Total comprehensive income

   —       (24,205  18,331    151    (5,723
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Transactions with owners

       

Appropriation to reserves (Note 33)

   —       7,064    (7,064  —      —    

Dividends paid

   —       —      (11,306  —      (11,306

Dividends to non-controlling interests

   —       —      —      (58  (58
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Total transactions with owners

   —       7,064    (18,370  (58  (11,364
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

As at 31 December 2011

   28,265     83,371    79,894    1,858    193,388  
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

F-7


CHINA LIFE INSURANCE COMPANY LIMITED
Consolidated Statement of Changes in Equity
For the year ended 31 December 2010
                     
  Attributable to equity holders       
  of the Company  Non-    
          Retained  controlling    
  Share capital  Reserves  earnings  interests  Total 
  RMB million  RMB million  RMB million  RMB million  RMB million 
  (Note 30)  (Note 31)          
                     
As at 1 January 2009
  28,265   84,447   61,235   924   174,871 
                     
Net profit        32,881   155   33,036 
                     
Other comprehensive income for the year     10,745      9   10,754 
                
                     
Total comprehensive income
     10,745   32,881   164   43,790 
                
                     
Transactions with owners
                    
Capital contribution           720   720 
Appropriation to reserve (Note 31)     7,595   (7,595)      
Dividends paid        (6,501)     (6,501)
Dividends to non-controlling interests           (104)  (104)
                
                     
Total transactions with owners
     7,595   (14,096)  616   (5,885)
                
                     
As at 31 December 2009
  28,265   102,787   80,020   1,704   212,776 
                

F-8


CHINA LIFE INSURANCE COMPANY LIMITED
Consolidated Statement of Changes in Equity
For the year ended 31 December 2010
                     
  Attributable to equity holders       
  of the Company  Non-    
          Retained  controlling    
  Share capital  Reserves  earnings  interests  Total 
  RMB million  RMB million  RMB million  RMB million  RMB million 
  (Note 30)  (Note 31)          
                     
As at 1 January 2010
  28,265   102,787   80,020   1,704   212,776 
                     
Net profit        33,626   185   33,811 
                     
Other comprehensive income for the year     (16,203)     (13)  (16,216)
                
                     
Total comprehensive income
     (16,203)  33,626   172   17,595 
                
                     
Appropriation to reserve (Note 31)     13,928   (13,928)      
Dividends paid        (19,785)     (19,785)
Dividends to non-controlling interests           (111)  (111)
                
                     
Total transactions with owners
     13,928   (33,713)  (111)  (19,896)
                
                     
As at 31 December 2010
  28,265   100,512   79,933   1,765   210,475 
                
The notes on pages F-1214 to F-7791 form an integral part of these consolidated financial statements.

F-9


CHINA LIFE INSURANCE COMPANY LIMITED

Consolidated Statement of Cash Flow
Changes in Equity

For the year ended 31 December 2010

             
  2010  2009  2008 
  RMB million  RMB million  RMB million 
             
CASH FLOWS FROM OPERATING ACTIVITIES
            
Profit before income tax:  41,008   41,745   19,959 
             
Adjustments for:            
Investment income  (48,872)  (38,890)  (44,946)
Net realised and unrealised gains on financial assets  (16,121)  (22,693)  13,158 
Insurance contracts  199,978   155,252   135,284 
Depreciation and amortisation  1,802   1,560   1,363 
Amortisation of premiums and discounts  (5)  10   (156)
Loss on foreign exchange  392   28   907 
Share of results of associates  (1,771)  (704)   
Changes in operating assets and liabilities:            
Securities at fair value through income  (809)  6,435   3,977 
Receivables and payables  13,056   9,917   4,484 
Income tax paid  (10,236)  (3,995)  (8,583)
Interest received  135   291   101 
Dividends received  43   40   529 
          
             
Net cash inflow from operating activities
  178,600   149,700   126,077 
          
             
CASH FLOWS FROM INVESTING ACTIVITIES
            
Sales and maturities:            
Sales of debt securities  38,245   95,197   19,594 
Maturities of debt securities  8,199   25,730   4,187 
Sales of equity securities  133,111   101,112   59,855 
Property, plant and equipment  240   420   247 
Purchases:            
Debt securities  (74,324)  (148,559)  (119,989)
Equity securities  (171,379)  (149,523)  (49,480)
Property, plant and equipment  (4,849)  (3,261)  (2,950)
Additional capital contribution to associates  (2,999)     (1,200)
Increase in term deposits, net  (96,602)  (116,711)  (60,095)
Decrease in securities purchased under agreements to resell, net  89   8   5,142 
Interest received  38,873   34,139   30,378 
Dividends received  5,321   3,159   9,563 
Increase in policy loan, net  (10,146)  (5,155)   
Other  284   (307)  (11,162)
          
             
Net cash outflow from investing activities
  (135,937)  (163,751)  (115,910)
          
2013

   Attributable to equity holders of
the Company
  Non-controlling
interests
  Total 
   Share
capital
RMB million
   Reserves
RMB million
   Retained
earnings
RMB million
  RMB million  RMB million 
   (Note 32)   (Note 33)           

As at 1 January 2012

   28,265     83,371     79,894    1,858    193,388  

Net profit

   —       —       11,061    211    11,272  

Other comprehensive income

   —       24,995     —      12    25,007  
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

Total comprehensive income

   —       24,995     11,061    223    36,279  
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

Transactions with owners

        

Appropriation to reserves (Note 33)

   —       4,062     (4,062  —      —    

Dividends paid

   —       —       (6,501  —      (6,501

Dividends to non-controlling interests

   —       —       —      (65  (65
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

Total transactions with owners

   —       4,062     (10,563  (65  (6,566
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

As at 31 December 2012

   28,265     112,428     80,392    2,016    223,101  
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

The notes on pages F-1214 to F-7791 form an integral part of these consolidated financial statements.

F-10


CHINA LIFE INSURANCE COMPANY LIMITED

Consolidated Statement of Cash Flow
Changes in Equity

For the year ended 31 December 2010

             
  2010  2009  2008 
  RMB million  RMB million  RMB million 
             
CASH FLOWS FROM FINANCING ACTIVITIES
            
(Decrease)/increase in investment in securities sold under agreements to repurchase, net  (10,488)  22,163   11,290 
Interest paid  (297)  (111)  (437)
Contribution from non-controlling interests     720    
Dividends paid to the Company’s equity holders  (19,785)  (6,501)  (11,871)
Dividends paid to non-controlling interests  (111)  (104)  (93)
          
             
Net cash (outflow)/ inflow from financing activities
  (30,681)  16,167   (1,111)
          
             
Foreign currency losses on cash and cash equivalents
  (325)  (4)  (288)
             
Net increase in cash and cash equivalents
  11,657   2,112   8,768 
             
Cash and cash equivalents Beginning of year
  36,197   34,085   25,317 
          
             
End of year
  47,854   36,197   34,085 
          
             
Analysis of balance of cash and cash equivalents
            
Cash at bank and in hand  45,143   23,640   20,841 
Short-term bank deposits  2,711   12,557   13,244 
2013

   Attributable to equity holders of the
Company
  Non-controlling
interests
  Total 
   Share
capital
RMB million
   Reserves
RMB million
  Retained
earnings
RMB million
  RMB million  RMB million 
   (Note 32)   (Note 33)          

As at 1 January 2013

   28,265     112,428    80,392    2,016    223,101  

Net profit

   —       —      24,765    243    25,008  

Other comprehensive income

   —       (21,562  —      (13  (21,575
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Total comprehensive income

   —       (21,562  24,765    230    3,433  
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Transactions with owners

       

Capital paid in

   —       —      —      88    88  

Appropriation to reserves (Note 33)

   —       6,047    (6,047  —      —    

Dividends paid

   —       —      (3,957  —      (3,957

Dividends to non-controlling interests

   —       —      —      (80  (80
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Total transactions with owners

   —       6,047    (10,004  8    (3,949
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

As at 31 December 2013

   28,265     96,913    95,153    2,254    222,585  
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

The notes on pages F-1214 to F-7791 form an integral part of these consolidated financial statements.

F-11


CHINA LIFE INSURANCE COMPANY LIMITED

Consolidated Statement of Cash Flows

For the year ended 31 December 2013

   2013  2012  2011 
   RMB million  RMB million  RMB million 

CASH FLOWS FROM OPERATING ACTIVITIES

    

Profit before income tax

   29,451    10,968    20,513  

Adjustments for:

    

Investment income

   (82,816  (73,243  (60,722

Net realised and unrealised gains and impairment on financial assets

   (5,930  27,189    10,871  

Amount of investment cost below the fair value for identifiable net assets of an associate

   (683  —      —    

Amortisation of premiums and discounts

   —      —      1  

Insurance contracts

   109,843    185,106    181,184  

Depreciation and amortisation

   2,026    1,949    1,909  

Foreign exchange losses

   437    49    547  

Share of profit of associates

   (3,125  (3,037  (2,213

Changes in operating assets and liabilities:

    

Securities at fair value through profit or loss

   (449  (10,152  (14,196

Receivables and payables

   23,300    (4,434  (925

Income tax paid

   (5,343  (3,675  (3,456

Interest received—securities at fair value through profit or loss

   1,002    833    404  

Dividends received—securities at fair value through profit or loss

   579    629    36  
  

 

 

  

 

 

  

 

 

 

Net cash inflow from operating activities

   68,292    132,182    133,953  
  

 

 

  

 

 

  

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

    

Disposals and maturities:

    

Disposals of debt securities

   20,623    51,281    32,676  

Maturities of debt securities

   15,244    5,277    24,530  

Disposals of equity securities

   231,864    105,519    98,639  

Property, plant and equipment

   159    218    258  

Purchases:

    

Debt securities

   (122,952  (228,296  (116,000

Equity securities

   (223,449  (70,557  (132,294

Property, plant and equipment

   (3,724  (5,293  (5,108

Additional capital contribution to associates

   (2,386  (1,339  (1,600

Increase in term deposits, net

   (23,456  (120,287  (79,208

Increase/(decrease) in securities purchased under agreements to resell, net

   (7,401  1,476    (2,370

Interest received

   72,667    61,410    49,976  

Dividends received

   2,861    4,768    4,874  

Increase in policy loans, net

   (20,283  (7,572  (8,344

Others

   —      (409  380  
  

 

 

  

 

 

  

 

 

 

Net cash outflow from investing activities

   (60,233  (203,804  (133,591
  

 

 

  

 

 

  

 

 

 

The notes on pages 14 to 91 form an integral part of these consolidated financial statements.

CHINA LIFE INSURANCE COMPANY LIMITED

Consolidated Statement of Cash Flows

For the year ended 31 December 2013

   2013  2012  2011 
   RMB million  RMB million  RMB million 

CASH FLOWS FROM FINANCING ACTIVITIES

    

Increase/(decrease) in securities sold under agreements to repurchase, net

   (48,073  55,499    (10,065

Interest paid

   (4,083  (1,832  (570

Dividends paid to equity holders of the Company

   (3,957  (6,501  (11,306

Dividends paid to non-controlling interests

   (80  (65  (58

Proceeds from issuance of subordinated debts

   —      37,988    29,990  

Capital injected into a subsidiary by non-controlling interests

   88    —      —    
  

 

 

  

 

 

  

 

 

 

Net cash inflow/(outflow) from financing activities

   (56,105  85,089    7,991  
  

 

 

  

 

 

  

 

 

 

Foreign exchange losses on cash and cash equivalents

   (76  —      (222

Net increase/(decrease) in cash and cash equivalents

   (48,122  13,467    8,131  
  

 

 

  

 

 

  

 

 

 

Cash and cash equivalents

    

Beginning of the year

   69,452    55,985    47,854  
  

 

 

  

 

 

  

 

 

 

End of the year

   21,330    69,452    55,985  
  

 

 

  

 

 

  

 

 

 

Analysis of balances of cash and cash equivalents

    

Cash at banks and in hand

   20,036    69,448    52,001  

Short-term bank deposits

   1,294    4    3,984  
  

 

 

  

 

 

  

 

 

 

The notes on pages 14 to 91 form an integral part of these consolidated financial statements.

CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

1
ORGANIZATION AND PRINCIPAL ACTIVITIES

China Life Insurance Company Limited (the “Company”) was established in the People’s Republic of China (“China” or the “PRC”) on 30 June 2003 as a joint stock company with limited liability as part of a group restructuring of China Life Insurance (Group) Company (formerly(“CLIC”, formerly China Life Insurance Company) (“CLIC”) and its subsidiaries (the “Restructuring”). The Company and its subsidiaries are hereinafter collectively referred to as the “Group”. The Group’s principal activity is the writing of life insurance business, providing life, annuities, accident and health insurance products in China.

The Company is a limited liabilityjoint stock company incorporated and located in China.the PRC with limited liability. The address of its registered office is: 16 Financial Street, Xicheng District, Beijing, the PRC. The Company is listed on the New York Stock Exchange, the Stock Exchange of Hong Kong the New York Stock ExchangeLimited, and the Shanghai Stock Exchange.

These consolidated financial statements are presented in millions of Renminbi (“RMB million”) unless otherwise stated. These consolidated financial statements have been approved for issue by the Board of Directors on 2225 March 2011.

2014.

2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented.
2.1
Basis of preparation

The Group prepared these consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”), its amendments and interpretations issued by the International Accounting Standards Board (“IASB”). The Group has prepared the consolidated financial statements under the historical cost convention, except for financial assets and liabilities at fair value through profit or loss, available-for-sale securities, insurance contract liabilities and certain property, plant and equipment at deemed cost as part of the Restructuring process. The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 3.

CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2013

2SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.1The Group adopted International Financial Reporting Standards (“IFRS”) in 2009. The Group prepared these consolidated financial statements in accordance with IFRS, its amendments and interpretations issued by the International Accounting Standards Board (“IASB”). These consolidated financial statements also comply with the applicable disclosure provisionsBasis of the Rules Governing the Listing of Securities on the Stock Exchange Limited and the requirements of the Hong Kong Company’s Ordinance. The Group prepared the consolidated financial statements under the historical cost convention, as modified by financial assets and financial liabilities at fair value through income, available-for-sale secutities, insurance contract liabilities and certain property, plant and equipment at deemed cost. The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 3.(continued)

2.1.1
Changes inNew accounting policystandards and disclosures
(a)
New and amended standardsamendments adopted by the Group
The following revised standards are mandatory for the first time for the financial year beginning 1 January 2010.2013

The following standards and amendments are mandatory for the first time for the financial year beginning 1 January 2013:

Standards/Amendments

  IFRS 3 (Revised), ‘Business combinations’, and consequential amendments to IAS 27, ‘Consolidated and separate financial statements’, IAS 28, ‘Investments in associates’, and IAS 31, ‘Interests in joint ventures’, are effective prospectively to business combinations

Content

Effective for which the acquisition date is on or after the beginning of the first annual reporting period

beginning on or after

IAS 1 Amendment

Presentation of Items of Other Comprehensive Income

1 July 2009. The revised standard continues to apply the acquisition method to business combinations, with some significant changes, such as the recognition and measurement2012

IAS 1 Amendment (i)

Clarification of the identifiable assets acquired, the liabilities assumed, the non-controlling interest in the acquire and the acquisition-related costs.requirement for comparative information

1 January 2013

IAS 19 (Revised)

Employee Benefits1 January 2013

IAS 27 (Revised)

Separate Financial Statements1 January 2013

IAS 28 (Revised)

Investments in Associates and Joint Ventures

1 January 2013

IAS 32 Amendment (i)

Financial instruments: PresentationTax effects of distributions to holders of equity instruments

1 January 2013

IFRS 7 Amendment

Financial Instruments: DisclosuresOffsetting Financial Assets and Financial Liabilities

1 January 2013

IFRS 10

Consolidated Financial Statements1 January 2013

IFRS 11

Joint Arrangements1 January 2013

IFRS 12

Disclosure of Interests in Other Entities1 January 2013

IFRS 13

Fair Value Measurement1 January 2013

 (i)IAS 27 (Revised) requires the effects of all transactions with non-controlling interestsThese two amendments belong to be recorded in equity if there is no change in control and these transactions will no longer result in goodwill or gains and losses. The standard also specifies the accounting when control is lost. Any remaining interest in the entity is re-measured to fair value, and a gain or loss is recognised in profit or loss.Annual Improvement 2011.

IAS 1 AmendmentPresentation of Items of Other Comprehensive Income

The Group adopted these revised standardsamendment to IAS 1 introduces a grouping of items presented in other comprehensive income (“OCI”). Items that will be reclassified (or recycled) to profit or loss at a future point in time (e.g., net loss or gain on 1 January 2010available-for-sale securities) have to be presented separately from items that will not be reclassified (e.g., actuarial gains and they did not have any material impactslosses on defined benefit plans). The amendment affects presentation only and has no impact on the Group’s financial position or performance.

IAS 1 Amendment –Clarification of the requirement for comparative information

The amendment to IAS 1 clarifies the difference between voluntary additional comparative information and comprehensive income.

the minimum required comparative information. An entity must include comparative information in the related notes to the financial statements when it voluntarily provides comparative information beyond the minimum required comparative period. The additional voluntarily comparative information does not need to be presented in a complete set of financial statements.

F-12

An opening statement of financial position (known as the “third statement of financial position”) must be presented when an entity applies an accounting policy retrospectively, makes retrospective restatements, or reclassifies items in its financial statements, provided any of those changes has a material effect on the statement of financial position at the beginning of the preceding period. The amendment clarifies that a third statement of financial position does not have to be accompanied by comparative information in the related notes. The amendment affects presentation only and has no impact on the Group’s financial position or performance.


CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.1
Basis of preparation (continued)

2.1.1
Changes inNew accounting policystandards and disclosures (continued)
(b)
New and revised standards, amendments and interpretations mandatory foradopted by the first timeGroup for the financial year beginning 1 January 2010 but not currently relevant to the Group
The following standards and amendments to existing standards have been published and are mandatory for the Group’s accounting periods beginning on or after 1 January 2010 or later periods but not currently relevant to the Group’s operation.2013 (continued)
Standard/AmendmentApplicable for financial years
/InterpretationContentbeginning on/after
IFRIC 17Distribution of non-cash assets to owners1 July 2009
IFRIC 18Transfers of assets from customers1 July 2009
IFRIC 9Reassessment of embedded derivatives1 July 2009
IFRIC 16Hedges of a net investment in a foreign operation1 July 2009
IAS 39Eligible hedge items1 July 2009
IAS 1 (Amendment)Presentation of financial statements1 January 2010
IAS 17 (Amendment)Leases1 January 2010
IAS 36 (Amendment)Impairment of assets1 January 2010
IFRS 2 (Amendments)Group cash-settled share-based payment transactions1 January 2010
IFRS 5 (Amendment)Non-current assets held for sale and discontinued operations1 July 2009

 

F-13

IAS 19 (Revised) Employee Benefits


IAS 19 includes a number of amendments to the accounting for defined benefit plans, including actuarial gains and losses that are now recognised in OCI and permanently excluded from profit or loss; expected returns on plan assets that are no longer recognised in profit or loss, instead, there is a requirement to recognise interest on the net defined benefit liability (asset) in profit or loss, calculated using the discount rate used to measure the defined benefit obligation, and; unvested past service costs are now recognised in profit or loss at the earlier of when the amendment occurs or when the related restructuring or termination costs are recognised. Other amendments include new disclosures, such as, quantitative sensitivity disclosures. As the Group has no defined benefit plan, the amendments have no impact on the Group’s consolidated financial statements.

IAS 32 Amendment Financial instruments: Presentation Tax effects of distributions to holders of equity instruments

The amendment to IAS 32 clarifies that income taxes arising from distributions to equity holders are accounted for in accordance with IAS 12Income Taxes. The amendment removes existing income tax requirements from IAS 32 and requires entities to apply the requirements in IAS 12 to any income tax arising from distributions to equity holders. The amendment has no impact on the Group’s consolidated financial statements.

IFRS 7 Amendment –Financial Instruments: Disclosures Offsetting Financial Assets and Financial Liabilities

The amendment requires an entity to disclose information about rights to set-off financial instruments and related arrangements (e.g., collateral agreements). The disclosures would provide users with information that is useful in evaluating the effect of netting arrangements on an entity’s financial position. The new disclosures are required for all recognised financial instruments that are set off in accordance with IAS 32. The disclosures also apply to recognised financial instruments that are subject to an enforceable master netting arrangement or similar agreement, irrespective of whether the financial instruments are set off in accordance with IAS 32. This amendment has no material impact on the Group’s consolidated financial statements.

IFRS 10Consolidated Financial Statementsand IAS 27 (Revised) – Separate Financial Statements

IFRS 10 establishes a single control model that applies to all entities including special purpose entities. IFRS 10 replaces the parts of previously existing IAS 27Consolidated and Separate Financial Statementsthat dealt with consolidated financial statements and SIC-12Consolidation – Special Purpose Entities. IFRS 10 changes the definition of control such that an investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. To meet the definition of control in IFRS 10, all three criteria must be met, including: (a) an investor has power over an investee; (b) the investor has exposure, or rights, to variable returns from its involvement with the investee; and (c) the investor has the ability to use its power over the investee to affect the amount of the investor’s returns. IFRS 10 has no material impact on the consolidation of investments held by the Group.

IFRS 11Joint Arrangementsand IAS 28 (Revised) – Investments in Associates and Joint Ventures

IFRS 11 replaces IAS 31Interests in Joint Venturesand SIC-13Jointly Controlled EntitiesNon-Monetary Contributions by Venturers. IFRS 11 removes the option to account for jointly controlled entities (“JCEs”) using proportionate consolidation. Instead, JCEs that meet the definition of a joint venture under IFRS 11 must be accounted for using the equity method. IFRS 11 has no material impact on the Group’s consolidated financial statements.

CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.1
Basis of preparation (continued)

2.1.1
Changes inNew accounting policystandards and disclosures (continued)
(c)
New standards, amendments and interpretations have been issued but are not effectiveadopted by the Group for the financial year beginning 1 January 2010.2013 (continued)

IFRS 12Disclosure of Interests in Other Entities

IFRS 12 sets out the disclosure requirements for subsidiaries, joint arrangements, associates and structured entities previously included in IAS 27Consolidated and Separate Financial Statements, IAS 28Investments in Associates and IAS 31Interests in Joint Ventures. It also introduces a number of new disclosure requirements for these entities. The Group provides these disclosures in Notes 8 and 9.

IFRS 13Fair Value Measurement

IFRS 13 establishes a single source of guidance under IFRS for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS. IFRS 13 defines fair value as an exit price. As a result of the guidance in IFRS 13, the Group re-assessed its policies for measuring fair values, in particular, its valuation inputs such as non-performance risk for fair value measurement of liabilities. IFRS 13 also requires additional disclosures. Application of IFRS 13 has had no material impact on the fair value measurements of the Group. The Group provides these disclosures in Notes 4.3, 7 and 10.

2.1.2New accounting standards and amendments that are not yet effective and have not been early adopted by the Group for the financial year beginning 1 January 2013

The Group has not applied the following key new standards and amendments, which have been issued but not yet effective, in these financial statements:

Standards/Amendments

Content

Effective for annual period

beginning on or after

IAS 32 Amendment

Financial instruments: Presentation Offsetting Financial Assets and Financial Liabilities

1 January 2014

IAS 36 Amendment

Recoverable Amount Disclosures for Non-Financial Assets

1 January 2014

IAS 39 Amendment

Novation of Derivatives and Continuing of Hedge Accounting

1 January 2014

IFRS 10, IFRS 12 and IAS 27 (Revised) Amendments

Investment Entities1 January 2014

IFRS 9, IFRS 9 Amendment and IFRS 7 Amendment

Financial Instruments and Financial Instruments : Disclosures

Not determined

IAS 32 AmendmentFinancial instruments: PresentationOffsetting Financial Assets and Financial Liabilities

The amendment to IAS 32 clarifies the meaning of “currently has a legally enforceable right to set-off” and the criteria for non-simultaneous settlement mechanisms of clearing houses to qualify for offsetting. The amendment is effective for annual periods beginning on or after 1 January 2014. The amendment is not expected to have material impact on the Group’s consolidated financial statements.

CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2013

2SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.1Basis of preparation (continued)

2.1.2New accounting standards and amendments that are not yet effective and have not been early adopted by the Group for the financial year beginning 1 January 2013 (continued)

IAS 36 Amendment –Recoverable Amount Disclosures for Non-Financial Assets

The amendment to IAS 36 removes the unintended consequences of IFRS 13 on the disclosures required under IAS 36. In addition, the amendment requires disclosure of the recoverable amounts for the assets or each cash-generating unit for which impairment loss has been recognised or reversed during the period, and expands the disclosure requirements regarding the fair value measurement for these assets or units if their recoverable amounts are based on fair value less costs of disposal. The Group will provide the required disclosures once an impairment loss for non-financial assets exists.

IAS 39 Amendment –Novation of Derivatives and Continuing of Hedge Accounting

The amendment to IAS 39 provides relief from discontinuing hedge accounting when novation of a derivative designated as a hedging instrument meets certain criteria. The amendment is effective for annual periods beginning on or after 1 January 2014. The Group has not adopted hedge accounting during the current period. The amendment is not expected to be relevant to the Group.

IFRS 10, IFRS 12 and IAS 27 (Revised) Amendments –Investment Entities

These amendments are effective for annual periods beginning on or after 1 January 2014, and provide an exception to the consolidation requirement for entities that meet the definition of an investment entity under IFRS 10. The exception to consolidation requires investment entities to account for subsidiaries at fair value through profit or loss. It is not expected that these amendments would be relevant to the Group, since the Group would not qualify to be an investment entity under IFRS 10.

IFRS 9, IFRS 9 Amendment and IFRS 7 Amendment –Financial Instruments and Financial Instruments : Disclosures

IFRS 9, as issued, reflects the first phase of the IASB’s work on the replacement of IAS 39 and applies to classification and measurement of financial assets and financial liabilities as defined in IAS 39. The standard was initially effective for annual periods beginning on or after 1 January 2013, but Amendments to IFRS 9Mandatory Effective Date of IFRS 9 and Transition Disclosures, issued in December 2011, moved the mandatory effective date to 1 January 2015.

On 19 November 2013, the IASB announced the completion of a package of amendments to the accounting requirements for financial instruments. The amendments:

bring into effect a substantial overhaul of hedge accounting that will allow entities to better reflect their risk management activities in the financial statements. As a result of these changes, users of the financial statements will be provided with better information about risk management and about the effect of hedge accounting on the financial statements;

  allow the changes to address the so-called “own credit” issue that were already included in IFRS 9 and IFRS 9 (Amendment), ‘Financial instruments’, issuedFinancial Instruments to be applied in November 2009 and October 2010 respectively. This standard isisolation without the first step in the processneed to replace IAS 39, ‘Financial instruments: recognition and measurement’. IFRS 9 and IFRS 9 (Amendment) introduce new requirements for classifying, measuring and derecognizing financial assets and financial liabilities and are likely to affect the group’schange any other accounting for its financial assets. The standard is not applicable until 1 January 2013 but is available for early adoption. The Group is in the process of making an assessment of the impact of the standardinstruments; and is considering the timing of adoption.
Revised IAS 24 (Revised), ‘Related party disclosures’, issued in November 2009. It supersedes IAS 24, ‘Related party disclosures’, issued in 2003. IAS 24 (revised) is mandatory for periods beginning on or after 1 January 2011. The Group early adopted IAS 24 Related Party Disclosures (Revised) since 2009. The adoption of IAS 24 Related Party Disclosures (Revised) only affected disclosure and did not have any impact on the Group’s financial position and comprehensive income.
‘Classification of rights issues’ (Amendment to IAS 32), issued in October 2009. The amendment applies to annual periods beginning on or after 1 February 2010. Earlier application is permitted. The amendment addresses the accounting for rights issues that are denominated in a currency other than the functional currency of the issuer. Provided certain conditions are met, such rights issues are now classified as equity regardless of the currency in which the exercise price is denominated. Previously, these issues had to be accounted for as derivative liabilities. The amendment applies retrospectively in accordance with IAS 8 ‘Accounting policies, changes in accounting estimates and errors’. The Group will apply the amended standard from 1 January 2011. The Group will make an assessment of the impact of the standard when applicable.
IFRIC — Int 19, ‘Extinguishing financial liabilities with equity instruments’, effective for annual periods beginning on or after 1 July 2010. The interpretation clarifies the accounting by an entity when the terms of a financial liability are renegotiated and result in the entity issuing equity instruments to a creditor of the entity to extinguish all or part of the financial liability (debt for equity swap). It requires a gain or loss to be recognised in profit or loss, which is measured as the difference between the carrying amount of the financial liability and the fair value of the equity instruments issued. If the fair value of the equity instruments issued cannot be reliably measured, the equity instruments should be measured to reflect the fair value of the financial liability extinguished. The Group will apply the interpretation from 1 January 2011. It is not expected to have any impact on the Group’s financial position and comprehensive income.
‘Prepayments of a minimum funding requirement’ (Amendments to IFRIC — Int 14). The amendments correct an unintended consequence of IFRIC — Int 14, ‘IAS 19 — The limit on a defined benefit asset, minimum funding requirements and their interaction’. Without the amendments, entities are not permitted to recognise as an asset some voluntary prepayments for minimum funding contributions. This was not intended when IFRIC — Int 14 was issued, and the amendments correct this. The amendments are effective for annual periods beginning 1 January 2011. Earlier application is permitted. The amendments should be applied retrospectively to the earliest comparative period presented. The Group will apply these amendments for the financial reporting period commencing on 1 January 2011. It is not expected to have any impact on the Group’s financial position and comprehensive income.
‘Improvements to IFRS 2009’ and ‘Annual Improvements 2010’ were issued in April 2009 and May 2010 respectively, containing numerous technical and conforming amendments to IFRS, which the IASB consider non-urgent but necessary. These amendments comprise amendments that result in accounting changes for presentation, recognition or measurement purposes as well as terminology or editorial amendments related to a variety of individual IFRS standards. Apart from the early adoption of the amendments to IFRS 1 and IFRS 7 from ‘Annual Improvements 2010’, no other amendments effective for annual periods after 1 January 2010 was early adopted by the Group and no material changes to accounting policies were made in 2010 or are expected in 2011 as a result of these amendments.

 

remove the 1 January 2015 mandatory effective date of IFRS 9, to provide sufficient time for preparers of financial statements to make the transition to the new requirements.

F-14

The adoption of the first phase of IFRS 9 will have an effect on the classification and measurement of the Group’s financial assets and financial liabilities. Together with the amendment to IFRS 9, the amendment to IFRS 7 also requires additional disclosures on transition from IAS 39 to IFRS 9. The Group will analyse the effect in conjunction with the other phases, when the final standard including all phases is issued.


Apart from the above, Annual Improvement 2012 and Annual Improvement 2013 issued in December 2013 set out amendments to other standards. These annual improvements were established to make non-urgent but necessary amendments to IFRSs. No material changes to the accounting policies of the Group are expected as a result of these annual improvements.

CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

2SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.2
Consolidation
Subsidiaries
The consolidated financial statements include the financial statements of the Company and its subsidiaries made up to 31 December. Subsidiaries are those entities in which the Company controls more than one half of the voting power; has the power to govern the financial and operating policies; to appoint or remove the majority of the members of the Board of Directors; or to cast majority votes at the meetings of the Board of Directors.
The Group uses the acquisition method of accounting to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets.
The investments in subsidiaries are accounted for in the company only statement of financial position at cost less impairment. Cost is adjusted to reflect changes in consideration arising from contingent consideration amendments. Cost also includes direct attributable costs of investment. The results of subsidiaries are accounted for by the company on the basis of dividend and receivable.
The excess of the consideration transferred the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in the statement of comprehensive income.
Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provided evidence of impairment of the assets transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
Transactions with non-controlling interests
The Group treats transactions with non-controlling interests as transactions with equity holders of the Group. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.
When the Group ceases to have control or significant influence, any retained interest in the entity is re-measured to its fair value, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.
If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income are reclassified to profit or loss where appropriate.

The consolidated financial statements include the financial statements of the Company and its subsidiaries for the year ended 31 December 2013. Subsidiaries are those entities which are controlled by the Group. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has:

power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee);

 

exposure, or rights, to variable returns from its involvement with the investee; and

F-15

the ability to use its power over the investee to affect its returns.

When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:


the contractual arrangement with the other vote holders of the investee;

rights arising from other contractual arrangements;

the Group’s voting rights and potential voting rights.

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary.

Profit or loss and each component of OCI are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full upon consolidation.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it:

Derecognises the assets (including goodwill) and liabilities of the subsidiary;

Derecognises the carrying amount of any non-controlling interests;

Derecognises the cumulative translation differences recorded in equity;

Recognises the fair value of the consideration received;

Recognises the fair value of any investment retained;

Recognises any surplus or deficit in profit or loss; and

Reclassifies the parent’s share of components previously recognised in OCI to profit or loss or retained earnings, as appropriate, as if the Group had directly disposed the related assets or liabilities.

CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.2
Consolidation (continued)
Associates
Associates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for by the equity method of accounting and are initially recognized at cost. The Group’s investment in associates includes goodwill (net of any accumulated impairment loss) identified on acquisition.
The Group’s share of its associates’ post-acquisition profit or loss is recognized in the net profit, and its share of post-acquisition movements in reserves is recognized in reserves. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognize further losses unless it has obligations or made payments on behalf of the associate.
Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Associates’ accounting policies have been changed where necessary to ensure consistency with the policies adopted by the Group.
Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable assets of acquired associate at the date of acquisition. Goodwill on acquisitions of associates is included in investments in associates and is tested annually for impairment as part of the overall balance. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity take into consideration the carrying amount of goodwill relating to the entity sold.
The investment in associates is stated at cost less impairment in the company only statement of financial position. The results of associates are accounted for by the Company on the basis of dividends received and receivable.
2.3
Segment reporting
The Group’s operating segments are presented in a manner consistent with the internal management reporting provided to the president office for deciding how to allocate resources and for assessing performance.
Operating segment refers to the segment within the Group that satisfies following conditions: i) the segment generates income and incurs costs from daily operating activities; ii) management evaluate the operating results of the segment to make resource allocation decision and to evaluate the business performance; iii) the Group can obtain relevant financial information of the segment, including financial condition, operating results, cash flow and other financial performance indicators.
2.4
Foreign currency translation
The functional currencies of the Group’s operations are RMB. Transactions in foreign currencies are translated at exchange rates ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange ruling at the end of the reporting period. Exchange differences arising in these cases are recognized in the net profit.

 

F-16

The Group uses the acquisition method of accounting to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets.


The excess of the aggregate of the consideration transferred, the fair value of any non-controlling interest in the acquiree, and the fair value of any previous equity interest in the acquiree at the acquisition date over the fair value of the net identifiable assets acquired and liabilities assumed is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed, and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the re-assessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in profit or loss. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. If there is any indication that goodwill is impaired, recoverable amount is estimated and the difference between carrying amount and recoverable amount is recognised as an impairment charge. Impairment losses on goodwill are not reversed in subsequent period. Gains and losses on the disposal of an entity take into consideration the carrying amount of goodwill relating to the entity sold.

The investments in subsidiaries are accounted for only in the Company’s statement of financial position at cost less impairment. Cost is adjusted to reflect changes in consideration arising from contingent consideration amendments. Cost also includes direct attributable costs of investment. The results of subsidiaries are accounted for by the Company on the basis of dividend received and receivable.

Transactions with non-controlling interests

The Group treats transactions with non-controlling interests that do not result in loss of controls as equity transactions. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.

When the Group ceases to have control or significant influence, any retained interest in the entity is re-measured to its fair value, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in OCI in respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in OCI are reclassified to profit or loss.

If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in OCI are reclassified to profit or loss as appropriate.

CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.3Associates

Associates are entities over which the Group has significant influence, generally accompanying a shareholding of between 20% and 50% of the voting right of the investee. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but is not control or joint control over those policies. Investments in associates are accounted for using the equity method of accounting and are initially recognised at cost.

The Group’s share of its associates’ post-acquisition profit or loss is recognised in net profit, and its share of post-acquisition movements in OCI is recognised in consolidated statement of comprehensive income. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses unless it has obligations to make payments on behalf of the associate.

Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Associates’ accounting policies have been changed where necessary to ensure consistency with the policies adopted by the Group.

Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable assets of acquired associate at the date of acquisition. Goodwill on acquisitions of associates is included in investments in associates and is tested annually for impairment as part of the overall balance. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity take into consideration the carrying amount of goodwill relating to the entity sold.

The Group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this is the case, an impairment loss is recognised for the amount by which the investment’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of the investment’s fair value less costs to dispose of and value in use. The impairment of investment in the associate is reviewed for possible reversal at each reporting date.

The investment in associates is stated at cost less impairment in the Company only statement of financial position. The results of associates are accounted for by the Company on the basis of dividends received and receivable.

2.4Segment reporting

The Group’s operating segments are presented in a manner consistent with the internal management reporting provided to the president office for deciding how to allocate resources and for assessing performance.

Operating segment refers to the segment within the Group that satisfies the following conditions: i) the segment generates income and incurs costs from daily operating activities; ii) management evaluates the operating results of the segment to make resource allocation decision and to evaluate the business performance; and iii) the Group can obtain relevant financial information of the segment, including financial condition, operating results, cash flows and other financial performance indicators.

2.5Foreign currency translation

Except for China Life Franklin Asset Management Company Limited (“AMC HK”), the functional currency of the Group is RMB. The reporting currency of the consolidated financial statements of the Group is RMB. Transactions in foreign currencies are translated at the exchange rates ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rates ruling at the end of the reporting period. Exchange differences arising in these cases are recognised in net profit.

CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2013

2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.6Property, plant and equipment

Property, plant and equipment, are stated at historical costs less accumulated depreciation and any accumulated impairment losses, except for those acquired prior to 30 June 2003, which are stated at deemed cost less accumulated depreciation and any accumulated impairment losses.

The historical costs of property, plant and equipment comprise its purchase price, including import duties and non-refundable purchase taxes, and any directly attributable costs of bringing the asset to its working condition and location for its intended use. Expenditure incurred after terms of property, plant and equipment have been put into operation, such as repairs and maintenance, is normally charged to the statement of comprehensive income in the period in which it is incurred. In situations where the recognition criteria are satisfied, the expenditure for a major inspection is capitalised in the carrying amount of the assets as a replacement. Where significant parts of property, plant and equipment are required to be replaced at intervals, the Group recognises such parts as individual assets with specific useful lives and depreciates them accordingly.

Depreciation

Depreciation is computed on a straight-line basis to write down the cost of each asset to its residual value over its estimated useful life as follows:

   Property, plant and equipment are stated at historical costs less accumulated depreciations and any accumulated impairment losses, except for those acquired prior to 30 June 2003, which are stated at deemed cost less accumulated depreciations and any accumulated impairment losses.
The historical costs of property, plant and equipment comprise its purchase price, including import duties and non-refundable purchase taxes and any directly attributable costs of bringing the asset to its working condition and location for its intended use. The cost of a major renovation is included in the carrying amount of the asset when it is probable that future economic benefits in excess of the originally assessed standard of performance of the existing asset will flow to the Group.
Assets under construction represent buildings and fixtures under construction and are stated at costs or deemed costs. Costs include construction and acquisition costs. No provision for depreciation is made on assets under construction until such time as the relevant assets are completed and ready for use.
Depreciation
Depreciation is computed on a straight-line basis to write down the cost of each asset to its residual value over its estimated useful life as follows:

Estimated useful life

Buildings

  15 to 35 years

Office equipment, furniture and fixtures

  5 to 1011 years

Motor vehicles

  4 to 8 years

Leasehold improvements

  Over the lessershorter of the remaining term of the lease or the useful life

The useful life and depreciation method isare reviewed periodically to ensure that the method and period of depreciation are consistent with the expected pattern of economic benefits from items of property, plant and equipment.

Assets under construction mainly represent buildings under construction, which are stated at cost less any impairment losses and are not depreciated, except for those acquired prior to 30 June 2003, which are stated at deemed cost less any accumulated impairment losses. Cost comprises the direct costs of construction and capitalised borrowing costs on related borrowed funds during the period of construction. Assets under construction are reclassified to the appropriate category of property, plant and equipment when completed and ready for use.

Impairment and gains or losses on sales

disposals

Property, plant and equipment are reviewed for impairment losses whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognizedrecognised in the net profit for the amount by which the carrying amount of the asset exceeds its recoverable amount, which is the higher of an asset’s net selling price and value in use.

The gain or loss on disposal of a property, plant and equipment is the difference between the net sales proceeds and the carrying amount of the relevant asset, and is recognizedrecognised in the net profit.

F-17


CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.7Investment properties

Investment properties are interests in land and buildings that are held to earn rental income and/or for capital appreciation, rather than for the supply of services or for administrative purposes.

Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and any impairment loss.

Depreciation is computed on the straight-line basis over the estimated useful life. The estimated useful life of investment properties is 15 to 35 years.

The useful life and depreciation method are reviewed periodically to ensure that the method and period of depreciation are consistent with the expected pattern of economic benefits from the individual investment properties.

An investment property is derecognised when either it has been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gains or losses on the retirement or disposal of an investment property are recognised in the statement of comprehensive income in the year of retirement or disposal. A transfer to, or from, an investment property is made when, and only when, there is evidence of a change in use.

2.62.8
Financial assets
2.6.a
Classification
The Group classifies its financial assets into the following categories: held-to-maturity securities, securities at fair value through income, available-for-sale securities and loans and receivables. Management determines the classification of its financial assets at initial recognition and depend on the purpose for which the assets are acquired. Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market other than those that the Group intends to sell in the short term or held as available for sale. Loans and receivables mainly comprise term deposits, loans, securities purchased under agreements to resell, accrued investment income and receivables arising from the insurance contracts as presented separately in the statement of financial position. The Group’s investments in securities are mainly in the below three categories:

2.8.aClassification

The Group classifies its financial assets into the following categories: securities at fair value through profit or loss, held-to-maturity securities, loans and receivables and available-for-sale securities. Management determines the classification of its financial assets at initial recognition which depends on the purpose for which the assets are acquired. The Group’s investments in securities are summarised in the below four categories:

 (i)Held-to-maturity securities
Held-to-maturity securities are non-derivative financial assets with fixed or determinable payments and fixed maturities other than those that meet the definition of loans and receivables that the Group has the positive intention and ability to hold to maturity and do not meet the definition of loans and receivables nor designated as available-for-sale securities or securities at fair value through income.
(ii)Securities at fair value through incomeprofit or loss

This category has two sub-categories: securities held for trading and those designated at fair value through profit or loss at inception. Securities are classified as held for trading at inception if acquired principally for the purpose of selling in the short term or if they form part of a portfolio of financial assets in which there is evidence of short term profit-taking. The Group may classify other financial assets as at fair value through profit or loss if they meet certain criteria and designated as such at inception.

 (ii)This category has two sub-categories:Held-to-maturity securities held for trading and those designated at fair value through income at inception. Securities are classified as held for trading at inception if acquired principally for the purpose of selling in the short term or if they form part of a portfolio of financial assets in which there is evidence of short term profit-taking. The Group may classify other financial assets as at fair value through income if they meet certain criteria and designated as such at inception.

Held-to-maturity securities are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Group has the positive intention and ability to hold to maturity and do not meet the definition of loans and receivables nor designated as available-for-sale securities or securities at fair value through profit or loss.

 (iii)Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market other than those that the Group intends to sell in the short term or held as available-for-sale. Loans and receivables mainly comprise term deposits, loans, securities purchased under agreements to resell, accrued investment income and premium receivables as presented separately in the statement of financial position.

(iv)Available-for-sale securities

Available-for-sale securities are non-derivative financial assets that are either designated in this category or not classified in either designated in this category or not classified in any of the other categories.

2.6.b
Recognition and measurement
Purchases and sales of investments are recognized on trade date, when the Group commits to purchase or sell assets. Investments are initially recognized at fair value plus, in the case of all financial assets not carried at fair value through income, transaction costs that are directly attributable to their acquisition. Investments are derecognized when the rights to receive cash flows from the investments have expired or when they have been transferred and the Group has also transferred substantially all risks and rewards of ownership.
Available-for-sale securities and securities at fair value through income are carried at fair value. Held-to-maturity securities are carried at amortised cost using the effective interest method. Investment gains and losses on sales of securities are determined principally by specific identification. Realised and unrealised gains and losses arising from changes in the fair value of the “securities at fair value through income” category, and the change of available-for-sale debt securities’ fair value due to foreign exchange impact on the amortized cost are included in the net profit in the period in which they arise. The remaining unrealised gains and losses arising from changes in the fair value of available for sale debt securities and unrealised gains and losses arising from changes in the fair value of available for sale equity securities are recognized in other comprehensive income. When securities classified as available-for-sale securities are sold or impaired, the accumulated fair value adjustments are included in the net profit as realised gains or losses on financial assets.
The fair values of quoted investments are based on current bid prices. If the market for a financial asset is not active, the Group establishes fair value by using valuation techniques. These include the use of recent arm’s length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis and option pricing models.

F-18


CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.62.8
Financial assets (continued)

2.8.bRecognition and measurement
2.6.c
Term deposits
Term deposits primarily represent traditional bank deposits which have fixed maturity date and are stated at amortised cost.
2.6.d
Loans
Loans originated by the Group are carried at amortised cost, net of allowance for impairment.
2.6.e
Securities purchased under agreements to resell
The Group purchases securities under agreements to resell substantially identical securities. These agreements are classified as secured loans and are recorded at amortised cost, i.e. their cost plus accrued

Purchase and sale of investments are recognised on trade date, when the Group commits to purchase or sell assets. Investments are initially recognised at fair value plus, in the case of all financial assets not carried at fair value through profit or loss, transaction costs that are directly attributable to their acquisition. Investments are derecognised when the rights to receive cash flows from the investments have expired or when they have been transferred and the Group has also transferred substantially all risks and rewards of ownership.

Securities at fair value through profit or loss and available-for-sale securities are carried at fair value. Held-to-maturity securities are carried at amortised cost using the effective interest method. Investment gains and losses on sales of securities are determined principally by specific identification. Realised and unrealised gains and losses arising from changes in the fair value of the securities at fair value through profit or loss category, and the change of fair value of available-for-sale debt securities due to foreign exchange impact on the amortised cost are included in net profit in the period in which they arise. The remaining unrealised gains and losses arising from changes in the fair value of available-for-sale securities are recognised in OCI. When securities classified as available-for-sale securities are sold or impaired, the accumulated fair value adjustments are included in net profit as realised gains or losses and impairment on financial assets.

Term deposits primarily represent traditional bank deposits which have fixed maturity date and are stated at amortised cost.

Loans are carried at amortised cost, net of allowance for impairment.

The Group purchases securities under agreements to resell substantially identical securities. These agreements are classified as secured loans and are recorded at amortised cost, i.e. their costs plus accrued interests at the end of the reporting period, which approximates fair value. The amounts advanced under these agreements are reflected as assets in the consolidated statement of financial position. The Group does not take physical possession of securities purchased under agreements to resell. Sale or transfer of the securities is not permitted by the respective clearing house on which they are registered while the loan is outstanding. In the event of default by the counterparty to repay the loan, the Group has the right to the underlying securities held by the clearing house.

2.8.cImpairment of financial position. The Group does not take physical possession of securities purchased under agreements to resell. Sales or transfers of the securities are not permitted by the respective clearing house on which they are registered while the loan is outstanding. In the event of default by the counterparty to repay the loan, the Group has the right to the underlying securities held by the clearing house.
2.6.f
Impairment of securitiesassets other than securities at fair value through income
Securities other than those accounted for as at fair value through income are adjusted for impairments, where there are declines in value that are considered to be an impairment. In evaluating whether a decline in value is an impairment for debt securities and equity securities, the Group considers several factors including, but not limited to.profit or loss

Financial assets other than those accounted for as at fair value through profit or loss are adjusted for impairment, where there are declines in value that are considered to be an impairment. In evaluating whether a decline in value is an impairment for these financial assets, the Group considers several factors including, but not limited to the followings:

Significant financial difficulty of the issuer or debtor;
A breach of contract, such as a default or delinquency in payments;
It becomes probable that the issuer or debtor will enter into bankruptcy or other financial reorganisation;
The disappearance of an active market for that financial asset because of financial difficulties;
In evaluating whether a decline in value is impairment for equity securities, the Group also considers the extent or the duration of the decline. When the decline in value is considered impairment, Held-to-maturity debt securities are written down to their present value of estimated future cash flows discounted at the securities effective interest rates; Available-for-sale debt securities and equity securities are written down to their fair value, and the change is recorded in “Net realised gains/(losses) on financial assets” in the period the impairment is recognized. The impairment loss is reversed through the net profit if in a subsequent period the fair value of a debt security increases and the increase can be objectively related to an event occurring after the impairment loss was recognized through the net profit. The impairment losses recognised in net profit on equity instruments are not reversed through the net profit.
2.7
Cash and cash equivalents
Cash amounts represent cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments with original maturities of 90 days or less, whose carrying value approximates fair value.

 

A breach of contract, such as a default or delinquency in payments;

F-19

It becomes probable that the issuer or debtor will enter into bankruptcy or other financial reorganisation; and

The disappearance of an active market for that financial asset because of financial difficulties.

In evaluating whether a decline in value is impairment for equity securities, the Group also considers the extent or the duration of the decline. The quantitative factors include the followings:


The market price of the equity securities was more than 50% below its cost at the reporting date;

The market price of the equity securities was more than 20% below its cost for a period of at least six months at the reporting date; and

The market price of the equity securities was below its cost for a period of more than one year (including one year) at the reporting date.

CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.8.cImpairment of financial assets other than securities at fair value through profit or loss (continued)

When the decline in value is considered impairment, held-to-maturity debt securities are written down to their present value of estimated future cash flows discounted at the securities’ effective interest rates; available-for-sale debt securities and equity securities are written down to their fair value, and the change is recorded in net realised gains and impairment on financial assets in the period the impairment is recognised. The impairment loss is reversed through net profit if in a subsequent period the fair value of a debt security increases and the increase can be objectively related to an event occurring after the impairment loss was recognised through net profit. The impairment losses recognised in net profit on equity instruments are not reversed through net profit.

2.82.9Fair value measurement

The Group measures financial instruments, such as, securities at fair value through profit or loss and available-for-sale securities, at fair value at each reporting date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement of assets and liabilities is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

in the principal market for the asset or liability, or

in the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible to by the Group at the measurement date.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the consolidated financial statements are categorized within the fair value hierarchy, described in Notes 4.3, 7 and 10, based on the lowest level input that is significant to the fair value measurement as a whole.

For assets and liabilities that are measured at fair value on a recurring basis, the Group determines whether transfers have occurred between each level in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2013

2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.10Cash and cash equivalents

Cash amounts represent cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments with original maturities of 90 days or less, whose carrying value approximates fair value.

2.11Insurance contracts and investment contracts

2.11.1Classification
2.8.1
Classification

The Group issues contracts that transfer insurance risk or financial risk or both. The contracts issued by the Group are classified as insurance contracts and investment contacts. Insurance contracts are those contracts that transfer significant insurance risk. They may also transfer financial risk. Investment contracts are those contracts that transfer financial risk without significant insurance risk. A number of insurance and investment contracts contain a discretionary participating feature (“DPF”). This feature entitles the policyholders to receive additional benefits or bonuses that are, at least in part, at this discretion of the Group.

2.11.2Insurance contracts are those contracts that transfer significant insurance risk. They may also transfer financial risk. Investment contracts are those contracts that transfer financial risk without significant insurance risk. A number of insurance and investment contracts contain a discretionary participating features (“DPF”). This feature entitles the policyholders to receive additional benefits or bonuses that are, at least in part, discretionary to the Group.

2.8.22.11.2.a
Insurance contracts
2.8.2.a
Recognition and measurement

 (i)Short-term insurance contracts
Premiums from the sale of short duration accident and health insurance products are recorded when written and are accreted to earnings on a pro-rata basis over the term of the related policy coverage. Reserves for short duration insurance products consist of unearned premium reserve and expected claims and claim adjustment expenses reserve. Actual claims and claim adjustment expenses are charged to the net profit as incurred.
The unearned premium reserve represents the portion of the premiums written net of certain acquisition costs relating to the unexpired terms of coverage.
Reserves for claims and claim adjustment expenses consist of the reserves for reported and unreported claims and reserves for claim expenses with respect to insured events. In developing these reserves, the Group considered the nature and distribution of the risks, claims cost development, and experiences in deriving the best estimated amount and the applicable margins. The methods used for reported claims include average cost per claim method, chain ladder method, etc. The Group calculated the reserves for claim expenses based on the best estimates of the future payments for claim expenses.

Premiums from the sale of short duration accident and health insurance products are recorded when written and are accreted to earnings on a pro-rata basis over the term of the related policy coverage. Reserves for short duration insurance products consist of unearned premium reserve and expected claims and claim adjustment expenses reserve. Actual claims and claim adjustment expenses are charged to net profit as incurred.

The unearned premium reserve represents the portion of the premiums written net of certain acquisition costs relating to the unexpired terms of coverage.

Reserves for claims and claim adjustment expenses consist of the reserves for reported and unreported claims and reserves for claim expenses with respect to insured events. In developing these reserves, the Group considers the nature and distribution of the risks, claims cost development, and experiences in deriving the reasonable estimated amount and the applicable margins. The methods used for reported and unreported claims include average cost per claim method, chain ladder method, etc. The Group calculates the reserves for claim expenses based on the reasonable estimates of the future payments for claim expenses.

 (ii)Long-term insurance contracts

Long-term insurance contracts include whole life and term life insurance, endowment insurance and annuities policies with significant life contingency risk. Premiums are recognised as revenue when due from policyholders.

The Group uses the discounted cash flow method to estimate the reserve of long-term insurance contracts. The reserve of long-term insurance contracts consists of a reasonable estimate of liability, a risk margin and a residual margin. The long-term insurance contracts liabilities are calculated using various assumptions, including assumptions on mortality rates, morbidity rates, lapse rates, discount rates, and expenses assumption, and based on the following principles:

CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2013

2SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.11Insurance contracts and investment contracts (continued)

2.11.2Insurance contracts (continued)

2.11.2.aRecognition and measurement (continued)

 (ii)Long-term insurance contracts include whole life and term life insurance, endowment insurance and annuities policies with significant life contingency risk. Premiums are recognized as revenue when due from policyholders.
The Company uses the discounted cash flow method to estimate the liabilities for long-term insurance contracts. The reserve of long-term insurance contracts consists of a reasonable estimate of liability, a risk margin and a residual margin. The long-term insurance contracts liabilities are calculated using various assumptions, including assumptions on mortality rates, morbidity rates, lapse rates, discount rates, and expenses assumption, and based on the following principles:(continued)

 (a)The reasonable estimate of liability for long-term insurance contracts is the present value of reasonable estimates of future cash outflows less future cash inflows. The expected future cash inflows include cash inflows of future premiums arising from the undertaking of insurance obligations, with consideration of decrement mostly from death and surrenders. The expected future cash outflows are cash outflows incurred to fulfil contractual obligations, consisting of the following:

guaranteed benefits based on contractual terms, including payments for deaths, disabilities, diseases, survivals, maturities and surrenders;

additional non-guaranteed benefits, such as policyholder dividends;

reasonable expenses incurred to manage insurance contracts or to process claims, including maintenance expenses and claim settlement expenses. Future administration expenses are included in the maintenance expenses. Expenses are determined based on expense analysis with consideration of future inflation and the Group’s expense management control.

On each reporting date, the Group reviews the assumptions for reasonable estimates of liability and risk margins, with consideration of all available information, taking into account the Group’s historical experience and expectation of future events. Changes in assumptions are recognised in net profit. Assumptions for the amortization of residual margin are locked in at policy issuance and are not adjusted at each reporting date.

 The guaranteed benefits based on contractual terms, including payments for deaths, disabilities, diseases, survivals, maturities and surrenders.
Additional non-guaranteed benefits, such as policyholder dividends.
Reasonable expenses incurred to manage insurance contracts or to process claims, including maintenance expenses and claim settlement expenses. Future administration expenses are included in the maintenance expenses. Expenses are determined based on expense analysis with consideration of estimate of future inflation and the likely impact of Company’s expense management.

F-20


CHINA LIFE INSURANCE COMPANY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
2.8.2
Insurance contracts (continued)
2.8.2.a
Recognition and measurement (continued)
(ii)Long-term insurance contracts (continued)
Various assumptions for the estimates will be reviewed at the end of each reporting period and any changes will be recognized in the net profit.
On each reporting date, the Company reviews the assumptions for reasonable estimates of liability and risk margins, with consideration of all available information, and taking into account the Company’s historical experience and expectation of future events. Changes in assumptions are recognized in net profit. Assumptions for residual margin are locked in at policy issuance and are not adjusted at each reporting date.
(b)Margin has been taken into consideration while computing the reserve of insurance contracts, measured separately and recognizedrecognised in the net profit in each period over the life of the contracts. At the inception of the contracts, the Group doesn’t recognizedoes not recognise Day 1 gain, whereas on the other hand, Day 1 loss is recognizedrecognised in the net profit as incurred.immediately.

Margin comprises of risk margin and residual margin. Risk margin is the reserve accrued to compensate for the uncertain amount and timing of future cash flows. At the inception of the contract, the residual margin is calculated net of certain acquisition costs, mainly consist of underwriting and policy acquisition costs, by the Group representing Day 1 gain and will be amortised over the life of the contracts. For insurance contracts of which future returns are affected by investment yields of corresponding investment portfolios, their related residual margins are amortised based on estimated future participating dividends payable to policyholders. For insurance contracts of which future returns are not affected by investment yields of corresponding investment portfolios, their related residual margins are amortised based on sum assured of outstanding policies. The subsequent measurement of residual margin is independent from reasonable estimate of future discounted cash flows and risk margin. The assumption changes have no effect on the subsequent measurement of residual margin.

CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2013

2SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.11Insurance contracts and investment contracts (continued)

2.11.2Insurance contracts (continued)

2.11.2.aRecognition and measurement (continued)

 (ii)Margin comprises of risk margin and residual margin. Risk margin is the reserve accrued to compensate for the uncertain amount and timing of future cash flows. At the inception of the contract, the residual margin is calculated net of certain acquisition costs by the Group representing Day 1 gain and will be amortized over the life of the contracts. The subsequent measurement of residual margin is independent from best estimate of future discounted cash flows and risk margin. The assumption changes have no effect on the subsequent measurement of residual margin.Long-term insurance contracts (continued)

 (c)The Group has considered the impact of time value on the reserve calculation for insurance contracts.

 (iii)Universal life contracts and unit-linked contracts
Universal life contracts and unit-linked contracts are unbundled into the following components:

Universal life contracts and unit-linked contracts are unbundled into the following components:

Insurance components

Insurance components
Non-insurance components

The insurance components are accounted for as insurance contracts; and the non-insurance components are accounted for as investment contracts (Note 2.8.3)2.11.3), which are stated in the investment contracts liabilities.

2.8.2.b2.11.2.b
Liability adequacy test

The Group assesses the adequacy of insurance contract reserves using the current estimate of future cash flows with available information at the end of each reporting period. If that assessment shows that the carrying amount of its insurance liabilities (less related intangible assets, if applicable) is inadequate in light of the estimated future cash flows, the insurance contract reserves will be adjusted accordingly, and any changes of the insurance contract liabilities will be recognised in net profit.

2.11.2.cThe Group assesses the adequacy of insurance contract reserves using the current estimate of future cash flow with available information at the end of each reporting period. If that assessment shows that the carrying amount of its insurance liabilities (less related intangible assets, if applicable) is inadequate in the light of the estimated future cash flows, the insurance contract reserves will be adjusted accordingly, and any changes of the insurance contract liabilities will be recognized in the net profit.
2.8.2.c
Reinsurance contracts held
Contracts with reinsurers under which the Group is compensated for losses on one or more contracts issued by the Group and that meet the classification requirements for insurance contracts are classified as reinsurance contracts held. Contracts with reinsurers that do not meet these classification requirements are classified as financial assets. Insurance contracts entered into by the Group under which the contract holder is another insurer (inwards reinsurance) are included with insurance contracts.
The benefits to which the Group is entitled under its reinsurance contracts held are recognized as reinsurance assets. Amounts recoverable from or due to reinsurers are measured consistently with the amounts associated with the reinsured insurance contracts and in accordance with the terms of each reinsurance contract. Reinsurance liabilities are primarily premiums payable for reinsurance contracts and are recognized as an expense when due.

Contracts with reinsurers under which the Group is compensated for losses on one or more contracts issued by the Group and that meet the classification requirements for insurance contracts are classified as reinsurance contracts held. Contracts with reinsurers that do not meet these classification requirements are classified as financial assets. Insurance contracts entered into by the Group under which the contract holder is another insurer (inwards reinsurance) are included with insurance contracts.

F-21

The benefits to which the Group is entitled under its reinsurance contracts held are recognised as reinsurance assets. Amounts recoverable from or due to reinsurers are measured consistently with the amounts associated with the reinsured insurance contracts and in accordance with the terms of each reinsurance contract. Reinsurance liabilities are primarily premiums payable for reinsurance contracts and are recognised as expenses when due.


The Group assesses its reinsurance assets for impairment as at the end of reporting period. If there is objective evidence that the reinsurance asset is impaired, the Group reduces the carrying amount of the reinsurance asset to its recoverable amount and recognises that impairment loss in net profit.

CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.82.11
Insurance contracts and investment contracts (continued)

2.8.2.c2.11.3
Reinsurance contracts held (continued)
The Group assesses its reinsurance assets for impairment as at the end of reporting period. If there is objective evidence that the reinsurance asset is impaired, the Group reduces the carrying amount of the reinsurance asset to its recoverable amount and recognizes that impairment loss in the net profit.
2.8.3
Investment contracts

Revenue from investment contracts with or without DPF is recognised as policy fee income, which consists of various fee income (policy fees, handling fees and management fees, etc.) during the period. Policy fee income net of certain acquisition cost is deferred as unearned revenue and amortised over the expected life of the contracts.

Except for unit-linked contracts, of which the liabilities are carried at fair value, the liabilities of investment contracts are carried at amortised cost.

2.11.4Revenue from investment contracts with or without DPF is recognized as policy fee income, which consists of various charges (policy fees, handling fees and management fees, etc.) during the period. Excess charges over certain acquisition cost are deferred as unearned revenue and amortized over the expected life of the contracts.
Except for unit-linked contracts, of which the liabilities are carried at fair value, the liabilities of investment contracts are carried at amortised cost.
2.8.4
DPF in long-term insurance contracts and investment contracts

DPF is contained in certain long-term insurance contracts and investment contracts. These contracts are collectively called participating contracts. The Group is obligated to pay to the policyholders of participating contracts as a group the higher of 70% of accumulated surplus available or the rate specified in the contracts. The accumulated surplus available mainly arises from net investment income and gains and losses arising from the assets supporting these contracts. To the extent unrealised gains or losses from available-for-sale securities are attributable to policyholders, shadow adjustments are recognised in OCI. The surplus owed to policyholders is recognised as policyholder dividend payable whether it is declared or not. The amount and timing of distribution to individual policyholders of participating contracts are subject to future declarations by the Group.

DPF is contained in certain long-term insurance contracts and investment contracts. These contracts are collectively called participating contracts. The Group is obligated to pay to the policyholders of participating contracts as a group higher of 70% of accumulated surplus available and the rate specified in the contracts. The accumulated surplus available mainly arises from net investment income and gains and losses arising from the assets supporting these contracts. To the extent unrealised gains or losses from available-for-sale securities affect the surplus owed to policyholders, shadow adjustments are recognized in other comprehensive income. The surplus owed to policyholders is recognized as policyholder dividend payable whether they are declare or not. The amount and timing of distribution to individual policyholders of participating contracts are subject to future declarations by the Group.
2.9
Securities sold with agreements to repurchase
2.12Securities sold under agreements to repurchase which are classified as secured borrowings, generally mature within 180 days from the transaction date. The Group may be required to provide additional collateral based on the fair value of the underlying securities. Securities sold under agreements to repurchase are recorded at amortised cost, i.e. their cost plus accrued interest at the end of the reporting period. It is the Group’s policy to maintain effective control over securities sold under agreements to repurchase which includes maintaining physical possession of the securities. Accordingly, such securities continue to be carried on the consolidated statement of financial position.

The Group retains substantially all the risk and rewards of ownership of securities sold under agreements to repurchase which generally mature within 180 days from the transaction date. Therefore securities sold under agreements to repurchase are classified as secured borrowings. The Group may be required to provide additional collateral based on the fair value of the underlying securities. Securities sold under agreements to repurchase are recorded at amortised cost, i.e. their cost plus accrued interest at the end of the reporting period. It is the Group’s policy to maintain effective control over securities sold under agreements to repurchase which includes maintaining physical possession of the securities. Accordingly, such securities continue to be carried on the consolidated statement of financial position.

2.13Bonds payable

Bonds payable primarily include subordinated debts. Subordinated debts are initially recognised at fair value and subsequently measured at amortised cost using the effective interest rate method. Amortised cost is calculated by taking into account any discount or premium at acquisition and transaction costs.

2.102.14
Derivative instruments
Derivatives are initially recognized at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at their fair value. The resulting gain or loss of derivative financial instruments is recognized in net profit. Fair values are obtained from quoted market prices in active markets, taking into consideration recent market transactions or valuation techniques, including discounted cash flow models and options pricing models, as appropriate. The best evidence of the fair value of a derivative at initial recognition is the transaction price (i.e. the fair value of the consideration given or received) unless the fair value of that instrument is evidenced by comparison with other observable current market transactions in the same instrument (i.e. without modification or repackaging) or based on a valuation technique whose variables include only data from observable markets. All derivatives are carried as assets when fair value is positive and as liabilities when fair value is negative.
Embedded derivatives that are not closely related to their host contracts and meet the definition of a derivative are separated and fair valued through profit or loss. The Group does not separately measure embedded derivatives that meet the definition of an insurance contract or embedded derivatives that are closely relate to host insurance contracts including embedded options to surrender insurance contracts for a fixed amount (or an amount based on a fixed amount and an interest rate).

Derivatives are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at their fair value. The resulting gain or loss of derivative financial instruments is recognised in net profit. Fair values are obtained from quoted market prices in active market, taking into consideration of recent market transactions or valuation techniques, including discounted cash flow models and options pricing models, as appropriate. All derivatives are carried as assets when fair value is positive and as liabilities when fair value is negative.

F-22

Embedded derivatives that are not closely related to their host contracts and meet the definition of a derivative are separated and fair valued through profit or loss. The Group does not separately measure embedded derivatives that meet the definition of an insurance contract or embedded derivatives that are closely relate to host insurance contracts including embedded options to surrender insurance contracts for a fixed amount (or an amount based on a fixed amount and an interest rate).


CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.112.15
Employee benefits

Pension benefits

Full-time employees of the Group are covered by various government-sponsored pension plans under which the employees are entitled to a monthly pension based on certain formulae. These government agencies are responsible for the pension liability to these employees upon retirement. The Group contributes on a monthly basis to these pension plans. In addition to the government-sponsored pension plans, the Group established an employee annuity fund pursuant to the relevant laws and regulations in the PRC, whereby the Group are required to contribute to the schemes at fixed rates of the employees’ salary costs. Contributions to these plans are expensed as incurred. Under these plans, the Group has no legal or constructive obligation for retirement benefit beyond the contributions made.

Housing benefits

All full-time employees of the Group are entitled to participate in various government-sponsored housing funds. The Group contributes on a monthly basis to these funds based on certain percentages of the salaries of the employees. The Group’s liability in respect of these funds is limited to the contributions payable in each year.

Stock appreciation rights

Compensation under the stock appreciation rights is measured based on the fair value of the liabilities incurred and is expensed over the vesting period. Valuation techniques including option pricing models are used to estimate fair value of relevant liabilities. The liability is re-measured at the end of each reporting period to its fair value until settlement. Fair value changes in the vesting period is included in administrative expenses and changes after vesting period is included in net fair value gains/(losses) through profit or loss in net profit. The related liability is included in other liabilities.

2.16
Pension benefits
The full-time employees of the Group are covered by various government-sponsored pension plans under which the employees are entitled to a monthly pension based on certain formulas. These government agencies are responsible for the pension liability to these retired employees. The Group contributes on a monthly basis to these pension plans. In addition to the government-sponsored pension plans, the Group established an employee annuity plan pursuant to the relevant laws and regulations in the PRC, whereby the Group are required to contribute to the schemes at fixed rates of the employees’ salary costs. Contributions to these plans are expensed as incurred. Under these plans, the Group has no legal or constructive obligation for retirement benefit beyond the contributions made.
Housing benefits
All full-time employees of the Group are entitled to participate in various government-sponsored housing funds. The Group contributes on a monthly basis to these funds based on certain percentages of the salaries of the employees. The Group’s liability in respect of these funds is limited to the contributions payable in each year.
Stock appreciation rights
Compensation under the stock appreciation rights is measured based on the fair value of the liabilities incurred and is expensed over the vesting period. Valuation techniques including option pricing models are used to estimate fair value of relevant liabilities. The liability is re-measured at the end of each reporting period to its fair value until settlement. Fair value changes in the vesting period is included in administrative expenses and changes after vesting period is included in net fair value gains/(losses) through income in the consolidated statement of comprehensive income. The related liability is included in other liabilities.
2.12
Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of equity instruments are shown in equity as a deduction, net of tax, from the proceeds.

2.17Shares are classified as equity when there is no obligation to transfer cash or other assets. Incremental costs directly attributable to the issue of equity instruments are shown in equity as a deduction from the proceeds.
2.13
Revenue recognition

Turnover of the Group represents the total revenues which include the following:

Turnover of the Group represents the total revenues which include the following:
    Premiums

Premiums from long-term insurance contracts are recognised as revenue when due from the policyholders.

Premiums from the sale of short duration accident and health insurance products are recorded when written and are accreted to earnings on a pro-rata basis over the term of the related policy coverage.

Premiums from long-term insurance contracts are recognized as revenue when due from the policyholders.
Premiums from the sale of short duration accident and health insurance products are recorded when written and are accreted to earnings on a pro-rata basis over the term of the related policy coverage. Contracts for which the period of risk differs significantly from the contract period recognize premiums over the period of risk in proportion to the amount of insurance protection provided.
    Policy fee income

Revenue from investment contracts is recognised as policy fee income, which consists of various fee income (policy fees, handling fees and management fees, etc.) over the period of which service is provided. Policy fee income net of certain acquisition costs are deferred as unearned revenue and amortised over the expected life of the contracts. Policy fee income is recognised in revenue as part of other income.

Revenue from investment contracts is recognized as policy fee income, which consists of various charges (policy fees, handling fees and management fees, etc.) over period service is provided. Excess charges over certain acquisition costs are deferred as unearned revenue and amortized over the expected life of the contracts. Policy fee income is recognised in revenue as part of other income.
    Investment income
Investment income is comprised of interest income from term deposits, cash and cash equivalents, debt securities, securities purchased under agreements to resell, loans, and dividend income from equity securities. Interest income is recorded on an accrual basis using the effective interest rate method. Dividend income is recognized

Investment income comprises interest income from term deposits, cash and cash equivalents, debt securities, securities purchased under agreements to resell, loans, and dividend income from equity securities. Interest income is recorded on an accrual basis using the effective interest rate method. Dividend income is recognised when the right to receive dividend payment is established.

F-23


CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.18Finance costs

Interest expenses for bonds payable and securities sold under agreements to repurchase are recognised within finance costs in net profit using effective interest rate method.

2.142.19
Current and deferred income taxation

Income tax expense for the period comprises current and deferred tax. Income tax is recognised in net profit, except to the extent that it relates to items recognised directly in OCI where the income tax is recognised in OCI.

Current income tax assets and liabilities for the current period are calculated on the basis of the tax laws enacted or substantively enacted at the end of each reporting period in the jurisdictions where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken with respect to situations in which applicable tax regulation is subject to interpretation.

Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Substantively enacted tax rates are used in the determination of deferred income tax.

Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates except where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Conversely, previously unrecognised deferred tax assets are reassessed by the end of each reporting period and are recognised to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the end of the reporting period.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

2.20The tax expense for the period comprises current and deferred tax. Tax is recognized in the net profit, except to the extent that it relates to items recognized directly in other comprehensive income where the tax is recognized in other comprehensive income.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the jurisdictions where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken with respect to situations in which applicable tax regulation is subject to interpretation.
Deferred income tax is recognized, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Substantively enacted tax rates are used in the determination of deferred income tax.
Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be recognized.
Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates except where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.
2.15
Operating leases
Leases where substantially all the risks and rewards of ownership of assets remain with the leasing company are accounted for as operating leases. Payments under operating leases are charged to the net profit on a straight-line basis over the lease periods.
2.16
Provisions and Contingencies
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognised for future operating losses.
A contingent liability is a possible obligation that arises from past events and whose existence will only be confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group. It can also be a present obligation arising from past events that is not recognized because it is not probable that outflow of resources will be required or the amount of obligation cannot be measured reliably.
A contingent liability is not recognized in the statement of financial position but is disclosed in the notes to the financial statements. When a change in the probability of an outflow occurs so that outflow is probable and can be reliably measured, it will then be recognized as a provision.
2.17
Dividend distribution
Dividend distribution to the Company’s equity holders is recognized as a liability in the Group’s financial statements in the year in which the dividends are approved by the Company’s equity holders.

Leases where substantially all the risks and rewards of ownership of assets remain with the lessor company are accounted for as operating leases.

F-24

Where the Group is the lessor, assets leased by the Group under operating leases are included in investment properties and rentals receivable under such operating leases are credited to the consolidated statement of comprehensive income on the straight-line basis over the lease terms.


Where the Group is the lessee, rentals payable under operating leases are charged to the consolidated statement of comprehensive income on the straight-line basis over the lease terms. The aggregate benefit of incentives provided by the lessor is recognised as a reduction in rental expenses over the lease terms on the straight-line basis.

CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

2SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2.21Provisions and contingencies

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognised for future operating losses.

A contingent liability is a possible obligation that arises from past events and whose existence will only be confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group. It can also be a present obligation arising from past events that is not recognised because it is not probable that outflow of economic resources will be required or the amount of obligation cannot be measured reliably.

A contingent liability is not recognised in the consolidated statement of financial position but is disclosed in the notes to the financial statements. When a change in the probability of an outflow occurs so that such outflow is probable and can be reliably measured, it will then be recognised as a provision.

2.22Dividend distribution

Dividend distribution to the Company’s equity holders is recognised as a liability in the Group’s consolidated financial statements in the year in which the dividends are approved by the Company’s equity holders.

3
CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS IN APPLYING ACCOUNTING POLICIES
JUDGEMENTS

The Group makes estimates and assumptions that affect the reported amounts of assets and liabilities. Estimates and judgements are continually evaluated and based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Group exercises significant judgement in making appropriate assumptions.

Areas susceptible to changes in critical estimates and judgements, which affect the carrying value of assets and liabilities, are set out below. It is possible that actual results may be different from the estimates and judgements referred to below.

The Group makes estimates and assumptions that affect the reported amounts of assets and liabilities. Estimates and judgments are continually evaluated and based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Group exercises significant judgement in making appropriate assumptions.
Areas susceptible to changes in critical estimates and judgements, which affect the carrying value of assets and liabilities, are set out below. It is possible that actual results may be different from the estimates and judgements referred to below.
3.1
Estimate of future benefit payments and premiums arising from long-term insurance contracts
The determination of the liabilities under long-term insurance contracts is based on estimates of future benefit payments, premiums and relevant expenses made by the Group, and the margins. Assumptions about mortality rates, morbidity rates, lapse rates, discount rates, and expenses assumption are made based on the most recent historical analysis and current and future economic conditions. The liability uncertainty arising from uncertain future benefit payments, premiums and relevant expenses, is reflected in the risk margin.
The residual margin relating to the long-term insurance contracts is amortized over the expected life of the contracts, based on the assumptions (mortality rates, morbidity rates, lapse rates, discount rates, and expenses assumption) that are determined at inception of the contracts and remain unchanged for the duration of the contracts.
The judgements exercised in the valuation of insurance contract liabilities (including contracts with DPF) affect the amounts recognised in the consolidated financial statements as insurance contract benefits and insurance contract liabilities.
The various assumptions are described in Note 13.
3.2
Investments
The Group’s principal investments are debt securities, equity securities, term deposits and loans. The critical estimates and judgments are those associated with the recognition of impairment and the determination of fair value.
The Group considers a wide range of factors in the impairment assessment as described in Note 2.6.f.
Fair value is defined as the amount at which the financial assets and liabilities could be exchanged in a current transaction between knowledgeable willing parties in an arm’s length transaction, rather than in a forced or liquidation sale. The methods and assumptions used by the Group in estimating the fair value of the financial assets are as follows:
Debt securities: fair values

The determination of the liabilities under long-term insurance contracts is based on estimates of future benefit payments, premiums and relevant expenses made by the Group and the margins. Assumptions about mortality rates, morbidity rates, lapse rates, discount rates, and expenses assumption are made based on the most recent historical analysis and current and future economic conditions. The liability uncertainty arising from uncertain future benefit payments, premiums and relevant expenses, is reflected in the risk margin.

The residual margin relating to the long-term insurance contracts is amortised over the expected life of the contracts, based on the assumptions (mortality rates, morbidity rates, lapse rates, discount rates, and expenses assumption) that are determined at inception of the contracts and remain unchanged for the duration of the contracts.

The judgements exercised in the valuation of insurance contract liabilities (including contracts with DPF) affect the amounts recognised in the consolidated financial statements as insurance contract benefits and insurance contract liabilities.

The impact of the various assumptions and their changes are generally based upon current bid prices. Where current bid prices are not readily available, fair values are estimated using either prices observed in recent transactions, values obtained from current bid prices of comparable investments or valuation techniques when the market is not active.

Equity securities: fair values are generally based upon current bid prices. Where current bid prices are not readily available, fair values are estimated using either prices observed in recent transactions or commonly used market pricing model. Equity securities, for which fair values cannot be measured reliably, are recognized at cost less impairment.
Term deposits (excluding structured deposits), loans and securities purchased or sold under agreements to resell or repurchase: the carrying amounts of these assets in the statement of financial position approximate fair value.
Structured deposits: the market for structured deposits is not active and the Group establishes fair value by using discounted cash flow analysis and option pricing models as the valuation technique. The Group uses the US dollar swap rate (the benchmark rate) to determine the fair value of financial instruments.
The valuation methodology of various investments is described in Note 4.3.

14.

F-25


CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 20102013

3CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (continued)

3.2Investments

The Group’s principal financial instruments are debt securities, equity securities, term deposits and loans. The critical estimates and judgements are those associated with the recognition of impairment and the measurement of fair value.

The Group considers a wide range of factors in the impairment assessment as described in Note 2.8.c.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When the fair values of financial assets and liabilities recorded in the consolidated statement of financial position cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques which require a degree of considerations. The methods and assumptions used by the Group in measuring the fair value of financial instruments are as follows:

Debt securities: fair values are generally based upon current bid prices. Where current bid prices are not readily available, fair values are estimated using either prices observed in recent transactions, values obtained from current bid prices of comparable investments or valuation techniques when the market is not active.

Equity securities: fair values are generally based upon current bid prices. Where current bid prices are not readily available, fair values are estimated using either prices observed in recent transactions or commonly used market pricing model. Equity securities, for which fair values cannot be measured reliably, are recognised at cost less impairment.

Term deposits and loans: the carrying amounts of these assets in the statement of consolidated financial position approximate fair value.

For the description of valuation techniques, please refer to Note 4.3. Using different valuation techniques and parameter assumptions may lead to some differences of fair value estimations.

3.3
Income tax
The Group is subjected to income tax in various localities. During the normal course of business, certain transaction and activity for which the ultimate tax determination is uncertain. The Group needs to exercise significant judgment when determining the income tax. If the final settlement result of the tax matters are different from the amount booked, these differences will impact the final income tax expense and deferred tax for the period.
4
Risk Management
Risk management is carried out by the Risk Management Committee under policies approved by the Board of Directors.
The Group issues contracts that transfer insurance risk or financial risk or both. This section summarises these risks and the way the Group manages them.
4.1
Insurance risk
4.1.1
Types of Insurance risks
The risk under any one insurance contract is the possibility that an insured event occurs and there is uncertainty about the amount of the resulting claim. By the very nature of an insurance contract, this risk is random and therefore unpredictable. For a portfolio of insurance contracts where the theory of probability is applied to pricing and provisioning, the principal risk that the Group faces under its insurance contracts is that the actual claims and benefit payments exceed the carrying amount of the insurance liabilities. This occurs when the frequency or severity of claims and benefits exceeds the estimates. Insurance events are random and the actual number of claims and the amount of benefits paid will vary each year from estimates established using statistical techniques.
Experience shows that the larger the portfolio of similar insurance contracts, the smaller the relative variability about the expected outcome will be. In addition, a more diversified portfolio is less likely to be affected across the board by a change in any subset of the portfolio. The Group has developed its insurance underwriting strategy to diversify the type of insurance risks accepted and within each of these categories to achieve a sufficiently large population of risks to reduce the variability of the expected outcome. The Group manages insurance risk through underwriting strategy, reinsurance arrangements and claims handling.
The Group manages insurance risks through two types of reinsurance agreements, ceding on a quota share basis or a surplus basis, to cover insurance liability risk. The products reinsured include: life insurance, accident and health insurance or death, disability, accident, illness and assistance in terms of product category or function respectively. These reinsurances agreements spread insured risk to a certain extent and reduce the effect of potential losses to the Group. However, the Group’s direct insurance liabilities to the policyholder are not eliminated because of credit risk associated with the failure of reinsurance companies to fulfil their responsibilities.
4.1.2
Concentration of insurance risks
The Group offers life insurance, annuity, accident and health insurance products. All operations of the Group are located in the PRC. There are no significant differences among the regions where the Group underwrites insurance contracts.

The Group is subject to income tax in numerous jurisdictions. During the normal course of business, certain transactions and activities for which the ultimate tax determination is uncertain, the Group needs to exercise significant judgement when determining the income tax. If the final settlement result of the tax matters are different from the amount recorded, these differences will impact the final income tax expense and deferred tax for the period.

F-26


CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

4
MANAGEMENT OF INSURANCE AND FINANCIAL RISK (continued)
MANAGEMENT

Risk management is carried out by the Group’s Risk Management Committee under policies approved by the Group’s Board of Directors.

The Group issues contracts that transfer insurance risk or financial risk or both. This section summarises these risks and the way the Group manages them.

4.1Insurance risk

4.1.1
Types of insurance risks

The risk under any one insurance contract is the possibility that an insured event occurs and the uncertainty about the amount of the resulting claim. By the very nature of an insurance contract, this risk is random and therefore unpredictable. For a portfolio of insurance contracts where the theory of probability is applied to the pricing and provisioning, the principal risk that the Group faces under its insurance contracts is that the actual claims and benefit payments are less favourable than the underlying assumptions used in establishing the insurance liabilities. This occurs when the frequency or severity of claims and benefits exceeds the estimates. Insurance events are random and the actual number of claims and the amount of benefits paid will vary each year from estimates established using statistical techniques.

Experience shows that the larger the portfolio of similar insurance contracts, the smaller the relative variability of the expected outcome will be. In addition, a more diversified portfolio is less likely to be affected across the board by a change in any subset of the portfolio. The Group has developed its insurance underwriting strategy to diversify the types of insurance risks accepted and within each of these categories to achieve a sufficiently large population to reduce the variability of the expected outcome. The Group manages insurance risk through underwriting strategy, reinsurance arrangements and claims handling.

The Group manages insurance risks through two types of reinsurance agreements, ceding on a quota share basis or a surplus basis, to cover insurance liability risk. Reinsurance contracts cover almost all products those containing risk liabilities. The products reinsured include: life insurance, accident and health insurance or death, disability, accident, illness and assistance in terms of product category or function, respectively. These reinsurances agreements spread insured risk to a certain extent and reduce the effect of potential losses to the Group. However, the Group’s direct insurance liabilities to the policyholder are not eliminated because of credit risk associated with the failure of reinsurance companies to fulfil their responsibilities.

4.1.2Concentration of insurance risks

All operations of the Group are located in the PRC. There are no significant differences among the regions where the Group underwrites insurance contracts.

CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2013

4RISK MANAGEMENT (continued)

4.1Insurance risk (continued)

4.1.2
Concentration of insurance risks (continued)
The table below presents the Group’s major products of long-term insurance contracts:
                 
  2010      2009    
Product name RMB million  %  RMB million  % 
Premiums
                
Hong Ying Endowment (a)  68,612   22.63%     0.00%
Hong Fu Endowment (b)  44,320   14.61%  54,919   20.97%
Hong Feng Endowment (c)  29,868   9.85%  59,229   22.61%
Kang Ning Whole Life (d)  28,853   9.51%  30,151   11.51%
Hong Tai Endowment (2003) (e)  7,419   2.45%  11,300   4.31%
Others (f)  124,182   40.95%  106,306   40.60%
             
Total
  303,254   100.00%  261,905   100.00%
             
                 
Insurance benefits expenses
                
Hong Ying Endowment (a)  27   0.06%     0.00%
Hong Fu Endowment (b)  146   0.32%  36   0.07%
Hong Feng Endowment (c)  28,869   63.39%  464   0.90%
Kang Ning Whole Life (d)  2,879   6.32%  2,772   5.38%
Hong Tai Endowment (2003) (e)  1,980   4.35%  29,173   56.59%
Others (f)  11,640   25.56%  19,111   37.06%
             
Total
  45,541   100.00%  51,556   100.00%
             
                 
Liabilities of long-term insurance contracts
                
Hong Ying Endowment (a)  62,538   6.20%     0.00%
Hong Fu Endowment (b)  100,375   9.95%  58,369   7.21%
Hong Feng Endowment (c)  260,896   25.85%  265,270   32.78%
Kang Ning Whole Life (d)  104,800   10.39%  85,260   10.54%
Hong Tai Endowment (2003) (e)  31,479   3.12%  28,757   3.55%
Others (f)  448,808   44.49%  371,567   45.92%
             
Total
  1,008,896   100.00%  809,223   100.00%
             

The table below presents the Group’s major products of long-term insurance contracts:

Product name

  2013
RMB million
   %  2012
RMB million
   % 

Premiums of long-term insurance contracts

       

Xin Feng Participating Endowment (a)

   32,770     10.72  —       —    

Hong Ying Participating Endowment (b)

   29,235     9.56  49,397     16.13

Kang Ning Whole Life (c)

   25,672     8.40  26,640     8.70

Mei Man Yi Sheng Participating Endowment (d)

   18,881     6.18  20,972     6.85

Hong Feng Participating Endowment (e)

   2,186     0.72  3,129     1.02

Others (f)

   196,976     64.42  206,172     67.30
  

 

 

   

 

 

  

 

 

   

 

 

 

Total

   305,720     100  306,310     100
  

 

 

   

 

 

  

 

 

   

 

 

 

Insurance benefits expenses of long-term insurance contracts

       

Xin Feng Participating Endowment (a)

   18     0.01  —       —    

Hong Ying Participating Endowment (b)

   432     0.34  317     0.47

Kang Ning Whole Life (c)

   3,339     2.59  3,165     4.73

Mei Man Yi Sheng Participating Endowment (d)

   2,719     2.11  2,778     4.15

Hong Feng Participating Endowment (e)

   88,967     69.02  42,182     63.00

Others (f)

   33,417     25.93  18,515     27.65
  

 

 

   

 

 

  

 

 

   

 

 

 

Total

   128,892     100  66,957     100
  

 

 

   

 

 

  

 

 

   

 

 

 
   As at 31 December
2013
  As at 31 December 2012 
   RMB million   %  RMB million   % 

Liabilities of long-term insurance contracts

       

Xin Feng Participating Endowment (a)

   32,471     2.19  —       —    

Hong Ying Participating Endowment (b)

   179,258     12.09  158,752     11.54

Kang Ning Whole Life (c)

   172,055     11.60  149,034     10.83

Mei Man Yi Sheng Participating Endowment (d)

   114,531     7.72  98,651     7.17

Hong Feng Participating Endowment (e)

   83,367     5.62  174,634     12.70

Others (f)

   901,264     60.78  794,433     57.76
  

 

 

   

 

 

  

 

 

   

 

 

 

Total

   1,482,946     100  1,375,504     100
  

 

 

   

 

 

  

 

 

   

 

 

 

CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2013

4RISK MANAGEMENT (continued)

4.1Insurance risk (continued)

4.1.2Concentration of insurance risks (continued)

 (a)Xin Feng is a participating endowment insurance contract with single premium. Its insured period is 5 years. This product is applicable to healthy policyholders between 18-year-old and 70-year-old. Maturity benefit is paid at the basic sum insured. Death benefit incurred after the policy’s effective date is paid at the basic sum insured. Accident death benefit incurred after the policy’s effective date is paid at 300% of the basic sum insured.

 
(a)(b)Hong Ying is long-term individuala participating endowment insurance contract with the options for single premium termor regular premium of single, 3 years, 5 years andor 10 years. Its insured period can be 6 years, 10 years designed foror 15 years. This product is applicable to healthy policyholders of age between 30 days30-day-old and 70 years old.70-year-old. Maturity benefit for lump sumof a single premium policy is paid at 100% ofthe basic sum insured. Maturity benefit forinsured, while that of a regular premium policy is paid at the basic sum insured multiplied by the number of yearyears of the premium payments. Disease Deathdeath benefit incurred within onethe first policy year after contract effective date is paid at the premium received (without interest). Disease death benefitsbenefit incurred exceed oneafter the first policy year after contract effective date areis paid at the basic sum insured andfor a single premium policy or the basic sum insured multiplied by the number of yearyears of premium payments for lump sum premium anda regular premium respectively.policy. For accident death occursincurred on a train, a ship or a flight, accident death benefit is paid at 300% of the basic sum insured andfor a single premium policy or 300% of the basic sum insured multiplied by the number of yearyears of premium payments for lump sum premium anda regular premium respectively.policy. For accident death incurred not on a train, a ship andnor a flight, accident death benefit is paid at 200% of the basic sum insured andfor a single premium policy or 200% of the basic sum insured multiplied by the number of yearyears of premium payments for lump sum premium anda regular premium respectively.policy.

 (c)Kang Ning is a whole life insurance contract with the options for single premium or regular premium of 10 years or 20 years. The critical illness benefit is paid at 200% of the basic sum insured. Both death and disability benefits are paid at 300% of the basic sum insured less any critical illness benefits paid.

(b) Hong Fu(d)Mei Man Yi Sheng is long-term individuala participating endowment insurance contract with the options for regular premium term of single and 3 year, designed foryears, 5 years, 8 years or 12 years, applicable to healthy policyholders of age between 30 days30-day-old and 6060-year-old. The insured period is till when the insured is 75 years old. Maturity benefit for lump sum premiumAnnuity is paid at 100%1% of basic sum insured. Maturity benefit for regular premium is paid atthe basic sum insured multiplied by the number of yearyears of premium payments. Disease Deathpayments during the insured period. Maturity benefit incurred within one year after contract effective date is paid at premium received (without interest). Disease death benefits incurred exceed one year after contract effective date are paid at basic sum insured andthe basic sum insured multiplied by the number of yearyears of premium payments for lump sum premium and regular premium respectively. Accidentpayments. Disease death benefit incurred within the first two policy years is paid at 300%the premium received (without interest). Accident or disease death benefit after the first two policy years is paid at 110% of basic sum insured and 300% ofthe basic sum insured multiplied by the number of yearyears of premium payments for lump sum premium and regular premium respectively.payments.

 

F-27


CHINA LIFE INSURANCE COMPANY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
4 
MANAGEMENT OF INSURANCE AND FINANCIAL RISK (continued)
4.1
Insurance risk (continued)
4.1.2
Concentration of insurance risks (continued)
(c)(e)Hong Feng is long-term individuala participating endowment insurance contract with options for premium term of single. Insuredsingle premium. Its insured period can be 5 years or 10 years. Theyears but will end when the insured can be benefited up to age of 65.is 65 years old. Maturity benefit is paid at 100% ofthe basic sum insured. Disease Deathdeath benefit incurred within onethe first policy year after contract effective date is paid at the premium received (without interest). Disease death benefit incurred exceed oneafter the first policy year after contract effective date is paid at the basic sum insured. Accident death benefit is paid at 300% of the basic sum insured.

 
(d)Kang Ning Whole Life is long-term individual whole life insurance contract with options for premium term of single, 10 years or 20 years. Its critical illness benefit accounts for 200% of basic sum insured. Both death and disability benefit are paid at 300% of basic sum insured less any paid critical illness benefit.
(e)Hong Tai (2003) is long-term individual endowment insurance contract with options for premium term of single and 5 years, 10 years, 15 years and 20 years, designed for healthy policyholders of age between 30 days and 60 years old. Maturity benefit for lump sum premium is paid at 100% of basic sum insured. Maturity benefit for regular premium is paid at basic sum insured multiplied by number of year of premium payments. Disease death benefit incurred within one year after contract effective date is paid at premium received (without interest). Disease death benefits incurred exceed one year after contract effective date are paid at basic sum insured and basic sum insured multiplied by number of year of premium payments for lump sum premium and regular premium respectively.
(f)Others consist of various long-term insurance contracts with no significant concentration.
4.1.3
Sensitivity Analysis
Sensitive analysis of long-term insurance contracts
Liabilities for long-term insurance contracts and liabilities unbundled from universal life insurance contracts and unit-linked insurance contracts with insurance risk are calculated based on the assumptions on mortality rates, morbidity rates, lapse rates and discount rates. Changes in insurance contract reserve assumptions reflect the Company’s actual operating results and changes in its expectation of future events. The Company considers the potential impact of future risk factors on its operating results and incorporates such potential impact in the determination of assumptions,
Holding all other variables constant, if mortality rates and morbidity rates were to increase or decrease from current best estimate by 10%, pre-tax profit for the year would have been RMB 9,993 million or RMB 10,435 million (2009: RMB 8,899 million or RMB 9,290 million) lower or higher, respectively.
Holding all other variables constant, if lapse rates were to increase or decrease from current best estimate by 10%, pre-tax profit for the year would have been RMB 5,862 million or RMB 6,221 million (2009: RMB 5,426 million or RMB 5,802 million) lower or higher, respectively.
Holding all other variables constant, if the discount rates were 50 basis points higher or lower than current best estimate, pre-tax profit for the year would have been RMB 26,858 million or RMB 31,084 million (2009: RMB 23,429 million or RMB 27,157 million) higher or lower, respectively.
Sensitive analysis of short-term insurance contracts
The assumptions of reserves for claims and claim adjustment expenses may be affected by other variables such as claims payment of short term insurance contracts, which may result in the synchronous changes to reserves for claims and claim adjustment expenses.
Holding all other variables constant, if loss ratios are 100 basis points higher or lower than current assumption, pre-tax profit is expected to be RMB 149 million lower or higher, respectively (2009: RMB 132 million). Management believes that the 100 basis points deviation used in the sensitivity analysis represents a deviation in the expected level of claims that could be reasonably expected for this type of business.

F-28


CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

4
RISK MANAGEMENT OF INSURANCE AND FINANCIAL RISK (continued)

4.1
Insurance risk (continued)

4.1.3
Sensitivity Analysis (continued)
The following table indicates the claim development for short-term insurance contracts without taking account of reinsurance impacts:analysis

Sensitivity analysis of long-term insurance contracts

Liabilities for long-term insurance contracts and liabilities unbundled from universal life insurance contracts and unit-linked insurance contracts with insurance risk are calculated based on the assumptions on mortality rates, morbidity rates, lapse rates and discount rates. Changes in insurance contract reserve assumptions reflect the Company’s actual operating results and changes in its expectation of future events. The Company considers the potential impact of future risk factors on its operating results and incorporates such potential impact in the determination of assumptions.

Holding all other variables constant, if mortality rates and morbidity rates were to increase or decrease from current best estimate by 10%, pre-tax profit for the year would have been RMB12,120 million or RMB12,660 million (2012: RMB11,319 million or RMB11,901 million) lower or higher, respectively.

Holding all other variables constant, if lapse rates were to increase or decrease from current best estimate by 10%, pre-tax profit for the year would have been RMB5,460 million or RMB5,765 million (2012: RMB5,683 million or RMB6,022 million) lower or higher, respectively.

Holding all other variables constant, if the discount rates were 50 basis points higher or lower than current best estimate, pre-tax profit for the year would have been RMB39,833 million or RMB45,292 million (2012: RMB37,263 million or RMB42,574 million) higher or lower, respectively.

Sensitivity analysis of short-term insurance contracts

The assumptions of reserves for claims and claim adjustment expenses may be affected by other variables such as claims payment of short-term insurance contracts, which may result in the synchronous changes to reserves for claims and claim adjustment expenses.

Holding all other variables constant, if claim ratios are 100 basis points higher or lower than current assumption, pre-tax profit is expected to be RMB193 million lower or higher, respectively (2012: RMB159 million).

The following table indicates the claim development for short-term insurance contracts without taking account of reinsurance impacts:

   Short-term insurance contracts (accident year) 

Estimated claims expenses

  2009  2010  2011  2012  2013  Total 

Current year

   8,102    8,826    8,002    8,056    11,476   

1 year later

   8,291    8,967    8,279    8,164    

2 years later

   8,063    8,640    8,090     

3 years later

   8,063    8,640      

4 years later

   8,063       
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Estimated claims expenses

   8,063    8,640    8,090    8,164    11,476    44,433  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Accumulated claims expenses paid

   (8,063  (8,640  (8,090  (7,879  (7,106  (39,778
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Unpaid claims expenses

   —      —      —      285    4,370    4,655  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
                         
  Short-term insurance contracts (accident year) 
Estimated claims expenses 2006  2007  2008  2009  2010  Total 
                         
Current year  6,771   7,082   7,725   8,102   8,826     
1 year later  6,074   6,891   7,591   8,291         
2 years later  6,168   6,990   7,411             
3 years later  6,168   6,990                 
4 years later  6,168                     
                   
                         
Estimated claims expenses  6,168   6,990   7,411   8,291   8,826   37,686 
                   
                         
Accumulated claims expenses paid  (6,168)  (6,990)  (7,411)  (7,854)  (5,959)  (34,382)
                   
                         
Unpaid claims expenses           437   2,867   3,304 
                   

CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2013

4RISK MANAGEMENT (continued)

4.1Insurance risk (continued)

4.1.3Sensitivity analysis (continued)

The following table indicates the claim development for short-term insurance contracts taking account of reinsurance impacts:

   Short-term insurance contracts (accident year) 

Estimated claims expenses

  2009  2010  2011  2012  2013  Total 

Current year

   8,018    8,741    7,889    7,916    11,331   

1 year later

   8,205    8,879    8,161    8,035    

2 years later

   7,979    8,557    7,977     

3 years later

   7,979    8,557      

4 years later

   7,979       
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Estimated accumulated claims

   7,979    8,557    7,977    8,035    11,331    43,879  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Accumulated claims expenses paid

   (7,979  (8,557  (7,977  (7,754  (7,017  (39,284
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Unpaid claims expenses

   —      —      —      281    4,314    4,595  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
                         
  Short-term insurance contracts (accident year) 
Estimated claims expenses 2006  2007  2008  2009  2010  Total 
                         
Current year  6,703   7,036   7,671   8,018   8,741     
1 year later  6,013   6,847   7,538   8,205         
2 years later  6,106   6,945   7,360             
3 years later  6,106   6,945                 
4 years later  6,106                     
                   
                         
Estimated accumulated claims  6,106   6,945   7,360   8,205   8,741   37,357 
                   
                         
Accumulated claims expenses paid  (6,106)  (6,945)  (7,360)  (7,772)  (5,902)  (34,085)
                   
                         
Unpaid claims expenses           433   2,839   3,272 
                   

4.2
Financial risk
The Group’s activities are exposed to a variety of financial risks. The key financial risk is that proceeds from the sale of financial assets will not be sufficient to fund obligations arising from the Group’s insurance and investment contracts. The most important components of financial risk are market risk, credit risk and liquidity risk.
The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. Risk management is carried out by a designated department under policies approved by management. The responsible department identifies, evaluates and manages financial risks in close cooperation with the Group’s operating units. The Group provides written principles for overall risk management, as well as written policies covering specific areas, such as managing market risk, credit risk, and liquidity risk.

The Group’s activities are exposed to a variety of financial risks. The key financial risk is that proceeds from the sale of financial assets will not be sufficient to fund the obligations arising from the Group’s insurance and investment contracts. The most important components of financial risk are market risk, credit risk and liquidity risk.

F-29

The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. Risk management is carried out by a designated department under policies approved by management. The responsible department identifies, evaluates and manages financial risks in close cooperation with the Group’s operating units. The Group provides written principles for overall risk management, as well as written policies covering specific areas, such as managing market risk, credit risk, and liquidity risk.


The Group manages financial risk by holding an appropriately diversified investment portfolio as permitted by laws and regulations designed to reduce the risk of concentration in any one specific industry or issuer. The structure of the investment portfolio held by the Group is disclosed in Note 9 to the consolidated financial statements.

The sensitivity analyses below are based on a change in an assumption while holding all other assumptions constant. In practice this is unlikely to occur, and changes in some of the assumptions may be correlated, such as change in interest rate and change in market price.

CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

4
RISK MANAGEMENT OF INSURANCE AND FINANCIAL RISK (continued)

4.2
Financial risk (continued)
The Group manages financial risk by holding an appropriately diversified investment portfolio as permitted by laws and regulations designed to reduce the risk of concentration in any one specific industry or issuer. The structure of the investment portfolio held by the Group is disclosed in Note 8 to the consolidated financial statements.
The sensitivity analyses below are based on a change in an assumption while holding all other assumptions constant. In practice this is unlikely to occur, and changes in some of the assumptions may be correlated (for example, change in interest rate and change in market price).

4.2.1
Market risk

(i)
Interest rate risk
Interest rate risk is the risk that the value of a financial instrument will fluctuate due to changes in market interest rates. The Group’s financial assets are principally comprised of term deposits and debt securities. Changes in the level of interest rates could have a significant impact on the Group’s overall investment return. Many of the Group’s insurance policies offer guaranteed returns to policyholders. These guarantees expose the Group to interest rate risk.
The Group manages interest rate risk through adjustments to portfolio structure and duration, and, to the extent possible, by monitoring the mean duration of its assets and liabilities.
The sensitivity analysis for interest rate risk illustrates how changes in interest income and the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates at the end of the reporting period.
At 31 December 2010, if market interest rates were 50 basis points higher or lower with all other variables held constant, pre-tax profit for the year would have been RMB 1,066 million (2009: RMB 823 million) higher or lower, respectively, mainly as a result of higher or lower interest income on floating rate cash and cash equivalents, term deposits, statutory deposits-restricted and debt securities and the fair value losses or gains on debt securities assets at fair value through income, net of portion attributable to participating policyholders. Pre-tax available-for sale reserve in equity would have been RMB 8,771 million (2009: RMB 7,583 million) lower or higher respectively as a result of a decrease or increase in the fair value of available-for-sale securities, net of portion attributable to participating policyholders.

Interest rate risk is the risk that the value of a financial instrument will fluctuate due to changes in market interest rates. The Group’s financial assets are principally composed of term deposits, debt securities and loans which are exposed to interest rate risk. Changes in the level of interest rates could have a significant impact on the Group’s overall investment return. Many of the Group’s insurance policies offer guaranteed returns to policyholders. These guarantees expose the Group to interest rate risk.

The Group manages interest rate risk through adjustments to portfolio structure and duration, and, to the extent possible, by monitoring the mean duration of its assets and liabilities.

The sensitivity analysis for interest rate risk illustrates how changes in interest income and the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates at the end of the reporting period.

At 31 December 2013, if market interest rates were 50 basis points higher or lower with all other variables held constant, pre-tax profit for the year would have been RMB934 million (2012: RMB1,844 million) higher or lower, respectively, mainly as a result of higher or lower interest income on floating rate cash and cash equivalents, term deposits, statutory deposits—restricted, debt securities and loans and the fair value losses or gains on debt securities assets at fair value through profit or loss. Pre-tax available-for-sale reserve in equity would have been RMB10,720 million (2012: RMB10,291 million) lower or RMB10,720 million (2012: RMB7,238 million) higher respectively, as a result of a decrease or increase in the fair value of available-for-sale securities.

 

(ii)Price risk

F-30

Price risk arises mainly from the volatility of prices of equity securities held by the Group. Prices of equity securities are determined by market forces. The Group is subject to increased price risk largely because China’s stock markets are relatively volatile.


The Group manages price risk by holding an appropriately diversified investment portfolio as permitted by laws and regulations designed to reduce the risk of concentration in any one specific industry or issuer.

At 31 December 2013, if all the Group’s equity securities’ prices had increased or decreased by 10% with all other variables held constant, pre-tax profit for the year would have been RMB164 million (2012: RMB792 million) higher or lower, respectively, mainly as a result of an increase or decrease in fair value of equity securities excluding available-for-sale securities. Pre-tax available-for-sale reserve in equity would have been RMB15,154 million (2012: RMB9,568 million) higher or RMB15,154 million (2012: RMB13,047 million) lower, respectively, as a result of an increase or decrease in fair value of available-for-sale equity securities. If prices decreased to the extent that the impairment criteria were met, a portion of such decrease of the available-for-sale equity securities would reduce pre-tax profit through impairment.

CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

4
RISK MANAGEMENT OF INSURANCE AND FINANCIAL RISK (continued)

4.2
Financial risk (continued)

4.2.1
Market risk (continued)
(ii)
Price risk
Price risk arises mainly from the volatility of prices of equity securities held by the Group. Prices of equity securities are determined by market forces. The Group is subject to increased price risk largely because China’s stock markets are relatively volatile.
The Group manages price risk by holding an appropriately diversified investment portfolio as permitted by laws and regulations designed to reduce the risk of concentration in any one specific industry or issuer.
At 31 December 2010, if all the Group’s equity securities’ prices had increased or decreased by 10% with all other variables held constant, pre-tax profit for the year would have been RMB113 million (2009: RMB 127 million) higher or lower, respectively, mainly as a result of an increase or decrease in fair value of equity securities excluding available-for-sale securities, net of portion attributable to participating policyholders. Pre-tax available-for-sale reserve in equity would have been RMB 11,942 million higher or lower (2009: RMB 11,470 million) as a result of an increase or decrease in fair value of available-for-sale equity securities, net of portion attributable to participating policyholders.

(iii)
Currency risk
Currency risk is volatility of fair value or future cash flows of financial instruments resulting from changes in foreign currency exchange rates. The Group operates principally in the PRC except for limited exposure to foreign exchange rate risk arising primarily with respect to structured deposits, debt securities and common stocks denominated in US dollar or HK dollar.
The Group holds shares traded on the HK stock market, which are traded in HK dollars. Investment income from H share holdings partially compensates adverse impact of appreciation of Renminbi.
The following table summarizes financial assets denominated in currencies other than RMB as at 31 December 2010 and 2009, expressed in RMB equivalent:
             
As at 31 December 2010 US dollars  HK dollars  Total 
             
Equity securities            
- Available-for-sale securities     5,845   5,845 
Debt securities            
- Held-to-maturity securities  1,987   6   1,993 
- Available-for-sale securities     20   20 
Term deposits (excluding structured deposits)  33      33 
Structured deposits         
Cash and cash equivalents  8,855   1,458   10,313 
          
             
Total
  10,875   7,329   18,204 
          

Currency risk is the volatility of fair value or future cash flows of financial instruments resulted from changes in foreign currency exchange rates. The Group operates principally in the PRC except for limited exposure to foreign exchange rate risk arising primarily with respect to financial assets denominated in US dollar or HK dollar.

The following table summarizes financial assets denominated in currencies other than RMB as at 31 December 2013 and 2012, expressed in RMB equivalent:

 

As at 31 December 2013

  US dollar   HK dollar   Total 

Equity securities

      

- Available-for-sale securities

   —       2,985     2,985  

Debt securities

      

- Held-to-maturity securities

   39     —       39  

- Available-for-sale securities

   266     —       266  

Term deposits

   10,400     —       10,400  

Cash and cash equivalents

   1,823     222     2,045  
  

 

 

   

 

 

   

 

 

 

Total

   12,528     3,207     15,735  
  

 

 

   

 

 

   

 

 

 

As at 31 December 2012

  US dollar   HK dollar   Total 

Equity securities

      

- Available-for-sale securities

   —       2,757     2,757  

Debt securities

      

- Held-to-maturity securities

   1,886     36     1,922  

- Available-for-sale securities

   266     —       266  

Term deposits

   9,678     —       9,678  

Cash and cash equivalents

   251     2,691     2,942  
  

 

 

   

 

 

   

 

 

 

Total

   12,081     5,484     17,565  
  

 

 

   

 

 

   

 

 

 

F-31

As at 31 December 2013, if RMB had strengthened or weakened by 10% against US dollar and HK dollar with all other variables held constant, pre-tax profit for the year would have been RMB1,275 million (2012: RMB1,481 million) lower or higher, respectively, mainly as a result of foreign exchange losses or gains on translation of US dollar and HK dollar denominated financial assets other than the available-for-sale equity securities included in the table above. Pre-tax available-for-sale reserve in equity would have been RMB299 million (2012: RMB276 million) lower or higher, respectively, as a result of foreign exchange losses or gains on translation of the available-for-sale equity securities. The actual exchange loss in year 2013 was RMB437 million (2012: RMB49 million).


CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

4
RISK MANAGEMENT OF INSURANCE AND FINANCIAL RISK (continued)

4.2
Financial risk (continued)
4.2.1
Market risk (continued)
(iii)
Currency risk (continued)
             
As at 31 December 2009 US dollars  HK dollars  Total 
             
Equity securities            
- Available-for-sale securities     13,570   13,570 
Debt securities            
- Held-to-maturity securities  2,048   7   2,055 
- Available-for-sale securities  854      854 
Term deposits (excluding structured deposits)  6,814      6,814 
Structured deposits  273      273 
Cash and cash equivalents  1,911   1,538   3,449 
          
             
Total
  11,900   15,115   27,015 
          

Monetary assets are exposed to currency risk whereas    non-monetary assets, such as equity securities, are exposed to price risk. As at 31 December 2010, if RMB had strengthened or weakened by 10% against US dollars and HK dollar with all other variables held constant, pre-tax profit for the year would have been RMB 1,236 million (2009: RMB 1,345 million) lower or higher, respectively, mainly as a result of foreign exchange losses or gains on translation of US dollar and HK dollar denominated financial assets other than the equity securities included in the table above. The actual exchange loss in year 2010 is RMB 392 million.
4.2.2
Credit risk
Credit risk is the risk that one party to a financial transaction or the issuer of a financial instrument will fail to discharge an obligation and cause another party to incur a financial loss. Because the Group is limited in the types of investments as permitted by China Insurance Regulatory Commission (“CIRC”) and a significant portion of the portfolio is in government bonds, government agency bonds and term deposits with the state-owned commercial banks, the Group’s overall exposure to credit risk is relatively low.
Credit risk is controlled by the application of credit approvals, limits and monitoring procedures. The Group manages credit risk through in-house fundamental analysis of the Chinese economy and the underlying obligors and transaction structures. Where appropriate, the Group obtains collateral in the form of rights to cash, securities, property and equipment.
Credit risk exposure
The carrying amount of financial assets included on the consolidated statement of financial position represents the maximum credit risk exposure without taking account of any collateral held or other credit enhancements attached. The Group has no credit risk exposure relating to off balance sheet items as at 31 December 2010 and 2009.
Collateral and other credit enhancements
Securities purchased under agreements to resell are pledged by counterpart’s debt securities or term deposits of which the Group could take the ownership should the owner of the collateral default. Policy loans and premium receivables are collateralized by their policies’ cash value according to the terms and conditions of policy loan contracts and policy contracts respectively signed by the Group together with policyholders.

Credit risk is the risk that one party of a financial transaction or the issuer of a financial instrument will fail to discharge its obligation and cause another party to incur a financial loss. Because the Group’s investment portfolio is restricted to the types of investments as permitted by China Insurance Regulatory Commission (“CIRC”) and a significant portion of the portfolio is in government bonds, government agency bonds and term deposits with the state-owned commercial banks, the Group’s overall exposure to credit risk is relatively low.

F-32

Credit risk is controlled by the application of credit approvals, limits and monitoring procedures. The Group manages credit risk through in-house research and analysis of the Chinese economy and the underlying obligors and transaction structures. Where appropriate, the Group obtains collateral in the form of rights to cash, securities, property and equipment.


Credit risk exposure

The carrying amount of financial assets included on the consolidated statement of financial position represents the maximum credit risk exposure at the reporting date without taking account of any collateral held or other credit enhancements attached. The Group has no credit risk exposure relating to off-balance sheet items as at 31 December 2013 and 2012.

Collateral and other credit enhancements

Securities purchased under agreements to resell are pledged by counterpart’s debt securities or term deposits of which the Group could take the ownership if the owner of the collateral default. Policy loans and premium receivables are collateralized by their policies’ cash value according to the terms and conditions of policy loan contracts and policy contracts, respectively.

Credit quality

The Group’s debt securities investment mainly includes government bonds, government agency bonds, corporate bonds and subordinated bonds or debts, and most of the debt securities are guaranteed by either the Chinese government or Chinese government controlled financial institutions. As at 31 December 2013, 99.1% (as at 31 December 2012: 99.9%) of the corporate bonds held by the Group had credit rating of AA/A-2 or above. As at 31 December 2013, 99.7% (as at 31 December 2012: 99.7% ) of the subordinated bonds or debts held by the Group either have credit rating of AA/A-2 or above, or were issued by national commercial banks. The bond or debt’s credit rating is assigned by a qualified appraisal institution in the PRC at the time of its issuance and updated at each reporting date.

As at 31 December 2013, 99.6% (as at 31 December 2012: 99.8%) of the Group’s bank deposits are with the four largest state-owned commercial banks, other national commercial banks and China Securities Depository and Clearing Corporation Limited (“CSDCC”) in the PRC. The Group believes these commercial banks, and CSDCC have a high credit quality. The Group’s debt investment plans, presented as other loans, are supported by fiscal income in budget of Central Government or third party guarantee. As a result, the Group concludes credit risk associated with term deposits and accrued investment income thereof, statutory deposits—restricted, other loans, and cash and cash equivalents will not cause a material impact on the Group’s consolidated financial statements as at 31 December 2013 and 2012.

The credit risk associated with securities purchased under agreements to resell, policy loans and premium receivables will not cause a material impact on the Group’s consolidated financial statements taking into consideration of their collateral held and maturity term of no more than one year as at 31 December 2013 and 2012.

CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

4
RISK MANAGEMENT OF INSURANCE AND FINANCIAL RISK (continued)

4.2
Financial risk (continued)
4.2.2
Credit risk (continued)
Credit quality
The Group’s debt securities investment includes government bonds, government agency bonds, corporate bonds and subordinated bonds or debts, and most of the debt securities are guaranteed by either the Chinese government or a Chinese government controlled financial institution. As at 31 December 2010, 100% (as at 31 December 2009: 100%) of the corporate bonds held by the Group have credit rating of AA/A-2 or above. As at 31 December 2010, 99.1% (as at 31 December 2009: 99.5%) of the subordinated bonds or debts held by the Group either have credit rating of AA/A-2 or above, or were issued by national commercial banks. The bond or debt’s credit rating is assigned by a qualified appraisal institution in the PRC at the time of its issuance.
As at 31 December 2010, 100% (as at 31 December 2009: 100%) of the Group’s bank deposits are with the four largest state-owned commercial banks, other national commercial banks and China Securities Depository and Clearing Corporation Limited (CSDCC) in the PRC, and almost all of the reinsurance agreements of the Group are with a state-owned reinsurance company. The Group believes these commercial banks, CSDCC and the reinsurance company have a high credit quality. As a result, the Group concludes credit risk associated with term deposits and accrued investment income thereof, statutory deposits-restricted, cash equivalents and reinsurance assets will not cause material impact on the Group’s consolidated financial statements as at 31 December 2010 and 2009.
The credit risk associated with securities purchased under agreements to resell, policy loans and premium receivables will not cause a material impact on the Group’s consolidated financial statements taking into consideration of their collateral held and maturity term of no more than one year as at 31 December 2010 and 2009.

 

4.2.3Liquidity risk

F-33

Liquidity risk is the risk that the Group is unable to obtain funds at a reasonable funding cost when required to meet a repayment obligation and fund its asset portfolio within a certain time.


In the normal course of business, the Group attempts to match the maturity of financial assets to the maturity of insurance and financial liabilities.

The following tables set forth the contractual and expected undiscounted cash flows for financial assets and liabilities and insurance liabilities:

       Contractual and expected cash flows
(undiscounted)
 

As at 31 December 2013

  Carrying
amount
   Without
maturity
   Not
later
than 1
year
   Later than 1
year but not
later than 3
years
   Later than 3
years but
not

later than 5
years
   Later
than 5
years
 

Financial assets

        

Contractual cash inflows

            

Equity securities

   154,957     154,957     —       —       —       —    

Debt securities

   873,817     —       67,013     142,017     201,242     994,360  

Loans

   118,626     —       63,142     16,740     26,382     29,326  

Term deposits

   664,174     —       87,700     355,944     295,967     10,050  

Statutory deposits - restricted

   6,153     —       378     891     6,253     —    

Securities purchased under agreements to resell

   8,295     —       8,295     —       —       —    

Accrued investment income

   34,717     —       28,358     32     6,327     —    

Premiums receivable

   9,876     —       9,876     —       —       —    

Cash and cash equivalents

   21,330     —       21,330     —       —       —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Subtotal

   1,891,945     154,957     286,092     515,624     536,171     1,033,736  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Financial and insurance liabilities

            

Expected cash outflows

            

Insurance contracts

   1,494,497     —       30,721     120,270     109,561     2,237,733  

Investment contracts

   65,087     —       14,692     11,642     8,564     77,315  

Contractual cash outflows

            

Securities sold under agreements to repurchase

   20,426     —       20,426     —       —       —    

Annuity and other insurance balances payable

   23,179     —       23,179     —       —       —    

Bonds payable

   67,985     —       2,388     37,146     40,511     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Subtotal

   1,671,174     —       91,406     169,058     158,636     2,315,048  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash inflows/(outflows)

   220,771     154,957     194,686     346,566     377,535     (1,281,312
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

4
RISK MANAGEMENT OF INSURANCE AND FINANCIAL RISK (continued)

4.2
Financial risk (continued)

4.2.3
Liquidity risk
Liquidity risk is the risk that the Group will not have access to sufficient funds to meet its liabilities as they become due.
In the normal course of business, the Group attempts to match the maturity of financial assets to the maturity of insurance and financial liabilities.
The following tables set forth the contractual and expected undiscounted cash flows for financial assets, insurance and financial liabilities:(continued)
                         
          Contractual and expected cash flows 
          (undiscounted) 
          Not  Later than 1  Later than 3    
          later  year but not  years but not  Later 
  Carrying  Without  than 1  later than 3  later than 5  than 5 
As at 31 December 2010 amount  maturity  year  years  years  years 
                         
Financial assets
                        
                         
Contractual cash inflows/(outflows)
                        
Equity securities  195,899   195,899             
Debt securities  608,142      42,602   68,533   97,955   733,144 
Loans  36,543      24,754   1,602   3,330   13,689 
Term deposits  441,585      30,097   152,241   246,050   85,383 
Statutory deposits-restricted  6,153      522   5,913   214    
Accrued investment income  18,193      17,537   656       
Premiums receivable  7,274      7,274          
Cash and cash equivalent  47,839      47,839          
                   
                         
Subtotal
  1,361,628   195,899   170,625   228,945   347,549   832,216 
                   
                         
Financial and insurance liabilities
                        
                         
Expected cash outflows/(inflows)
                        
Insurance contracts  1,018,135      (12,805)  59,027   98,822   1,679,736 
Investment contracts  70,087      15,566   18,495   14,320   47,219 
                         
Contractual cash outflows/(inflows)
                        
Securities sold under agreements to repurchase  23,065      23,065          
Annuity and other insurance balances payable  8,275      8,275          
                   
                         
Subtotal
  1,119,562      34,101   77,522   113,142   1,726,955 
                   
                         
Net cash inflows/(outflows)
  242,066   195,899   136,524   151,423   234,407   (894,739)
                   

 

           Contractual and expected cash flows
(undiscounted)
 

As at 31 December 2012

  Carrying
amount
   Without
maturity
   No later
than 1
year
   Later than 1
year but not
later than 3
years
   Later than 3
years but not
later than 5
years
   Later
than 5
years
 

Financial assets

            

Contractual cash inflows

            

Equity securities

   164,748     164,748     —       —       —       —    

Debt securities

   828,075     —       45,520     116,994     161,960     1,007,416  

Loans

   80,419     —       42,174     8,237     12,713     32,487  

Term deposits

   641,080     —       107,139     273,690     351,527     603  

Statutory deposits—restricted

   6,153     —       4,167     419     2,181     —    

Securities purchased under agreements to resell

   894     —       894     —       —       —    

Accrued investment income

   28,926     —       28,926     —       —       —    

Premiums receivable

   8,738     —       8,738     —       —       —    

Cash and cash equivalent

   69,434     —       69,434     —       —       —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Subtotal

   1,828,467     164,748     306,992     399,340     528,381     1,040,506  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Financial and insurance liabilities

            

Expected cash outflows

            

Insurance contracts

   1,384,537     —       30,970     70,702     192,336     2,062,150  

Investment contracts

   66,604     —       16,053     18,294     11,325     45,846  

Contractual cash outflows

            

Securities sold under agreements to repurchase

   68,499     —       68,499     —       —       —    

Annuity and other insurance balances payable

   16,890     —       16,890     —       —       —    

Bonds Payable

   67,981     —       2,077     6,848     73,198     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Subtotal

   1,604,511     —       134,489     95,844     276,859     2,107,996  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash inflows/(outflows)

   223,956     164,748     172,503     303,496     251,522     (1,067,490
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

F-34


CHINA LIFE INSURANCE COMPANY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
4
MANAGEMENT OF INSURANCE AND FINANCIAL RISK (continued)
4.2
Financial risk (continued)
4.2.3
Liquidity risk (continued)
                         
          Contractual and expected cash flows 
          (undiscounted) 
          Not  Later than 1  Later than 3    
          later  year but not  years but not  Later 
  Carrying  Without  than 1  later than 3  later than 5  than 5 
As at 31 December 2009 amount  maturity  year  years  years  years 
                         
Financial assets
                        
                         
Contractual cash inflows/(outflows)
                        
Equity securities  179,390   179,390             
Debt securities  582,285      27,803   91,257   85,720   686,923 
Loans  23,081      14,448   1,234   1,234   12,746 
Term deposits  344,983      91,552   79,100   149,936   65,405 
Statutory deposits-restricted  6,153      191   2,319   4,406    
Accrued investment income  14,208      14,208          
Premiums receivable  6,818      6,818          
Cash and cash equivalent  36,176      36,176          
                   
                         
Subtotal
  1,193,094   179,390   191,196   173,910   241,296   765,074 
                   
                         
Financial and insurance liabilities
                        
                         
Expected cash outflows/(inflows)
                        
Insurance contracts  818,164      (7,558)  34,103   118,673   1,335,276 
Investment contracts  67,274      18,386   20,121   13,595   34,352 
                         
Contractual cash outflows/(inflows)
                        
Securities sold under agreements to repurchase  33,553      33,553          
Annuity and other insurance balances payable  5,721      5,721          
                   
                         
Subtotal
  924,712      50,102   54,224   132,268   1,369,628 
                   
                         
Net cash inflows/(outflows)
  268,382   179,390   141,094   119,686   109,028   (604,554)
                   
The amounts set forth in the tables above for insurance and investment contracts in each column are the cash flows representing expected future benefit payments taking into consideration of future premiums payments or deposits from policyholders. The excess cash inflowinflows from matured financial assets will be reinvested to cover any future liquidity exposures. The estimate is subject to assumptions related to mortality, morbidity, investment return,lapse rate, loss ratio expenses assumptionand expense and other assumptions. Actual experience may differ from estimates.

CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2013

4RISK MANAGEMENT (continued)

4.2Financial risk (continued)

4.2.3Liquidity risk (continued)

The liquidity analysis above does not include policy holderpolicyholder dividends payable amounting to RMB 52,828RMB49,536 million as at 31 December 2010 (2009: RMB 54,5872013 (2012: RMB44,240 million). At 31 December 2010,2013, declared dividends of RMB 31,785RMB33,671 million (2009: RMB 23,833(2012: RMB34,081 million) included in policyholder dividends payable have a maturity not later than one year. For the remaining policyholder dividends payable, the amount and timing of the cash flows are indeterminate due to the uncertainty of future experiences including investment returns and are subject to future declarations by the Group.

Although all investment contracts (withwith DPF and investment contracts without DPF) and universal life insurance contractsDPF contain contractual options to surrender that can be exercised immediately by all policyholders at once,any time, the Group’s expected cash flows as shown in the above tables are based on past experience and future expectations. The other maturity analysis is conducted on the assumption thatShould these contracts were surrendered immediately. Thisimmediately, it would cause a cash outflow of RMB 50,434 million, RMB 3,639RMB46,196 million and RMB 15,456RMB18,364 million, respectively for the period ended 31 December 2010 (2009: RMB 50,365 million, RMB 1,4822013 (2012: RMB47,601 million and RMB 14,891RMB18,481 million, respectively), payable within one year.

 

F-35


CHINA LIFE INSURANCE COMPANY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
4
MANAGEMENT OF INSURANCE AND FINANCIAL RISK (continued)
4.2
Financial risk (continued)
4.2.4
Capital management
The Group’s objectives when managing capital, which is actual capital, calculated as the difference between admitted assets (defined by CIRC) and the admitted liabilities (defined by CIRC), are to comply with the insurance capital requirements required by the CIRC to meet the minimum capital and safeguard the Group’s ability to continue as a going concern so that it can continue to provide returns for equity holders and benefits for other stakeholders.
The Group is also subject to other local capital requirements, such as statutory deposits-restricted requirement, statutory reserve fund requirement and discretionary reserve fund requirement, discussed in detail under Note 8.4 and Note 31, respectively.
The Group ensures its continuous and full compliance with the regulations mainly through monitoring its quarterly and annual solvency margin, as well as the solvency margin based on Dynamic Solvency Testing. The Group has complied with all the local capital requirements during the year ended, 31 December 2010.
The table below summarises the solvency ratio of the Company, the actual capital held against the minimum required capital:
         
  As at 31  As at 31 
  December 2010  December 2009 
  RMB million  RMB million 
         
Actual capital  123,769   147,119 
Minimum capital  58,385   48,459 
Solvency ratio  212%  304%

The Group’s objectives when managing capital, which is actual capital, calculated as the difference between admitted assets (defined by CIRC) and the admitted liabilities (defined by CIRC), are to comply with the insurance capital requirements required by the CIRC to meet the minimum capital and safeguard the Group’s ability to continue as a going concern so that it can continue to provide returns for equity holders and benefits for other stakeholders.

The Group is also subject to other local capital requirements, such as statutory deposits—restricted requirement, statutory reserve fund requirement, general reserve requirement and statutory insurance fund requirement discussed in detail under Note 9.4, Note 33 and Note 19, respectively.

The Group ensures its continuous and full compliance with the regulations mainly through monitoring its quarterly and annual solvency ratio, as well as the solvency ratio based on dynamic solvency testing.

The table below summarises the solvency ratio of the Company, the actual capital held against the minimum required capital:

   

As at 31

December 2013

   

As at 31

December 2012

 
   RMB million   RMB million 

Actual capital

   168,501     176,024  

Minimum capital

   74,485     74,718  

Solvency ratio

   226%     236%  
    

According to “SolvencySolvency Regulations of Insurance Companies”Companies, the solvency ratio is computed by dividing the actual capital by the minimum capital. CIRC closely monitors those insurance companies with solvency ratio less than 100% and may, depending on the individual circumstances, undertakes certain regulatory measures, including but not limited to restriction of payment of dividends. Insurance companies with solvency ratio between 100% and 150% will be required to submit and implement plans preventing capital deterioration to an inadequate level. Insurance companies with solvency ratio above 100% but with significant solvency risk identified would be required to take necessary rectifying actions.

F-36


CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

4
RISK MANAGEMENT OF INSURANCE AND FINANCIAL RISK (continued)

4.3
Fair value hierarchy
Level 1 fair value is based on quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can obtain at the measurement date.
Level 2 fair value is based on valuation technique using significant inputs, other than Level 1 quoted price, that are observable for the asset being measured, either directly or indirectly, for substantially the full term of the asset through corroboration with observable market data. Observable inputs generally used to measure the fair value of securities classified as Level 2 include quoted market prices for similar assets in active markets; quoted market prices in markets that are not active for identical or similar assets and other market observable inputs. This level includes the debt securities for which quotations are available from pricing services providers. Fair value provided by pricing services providers are subject to a number of validation procedures by management. These procedures include a review of the valuation models utilized and the results of these models, and as well as the recalculation of prices obtained from pricing services at the end of each reporting period.
Under certain conditions, the Group may not received price from independent third party pricing services. In this instance, the Group may choose to apply internally developed values to the assets being measured. In such cases, the valuations are generally classified as Level 3. Key inputs involved in internal valuation services are not based on observable market data. They reflect assumptions made by management based on judgements and experiences.
At 31 December 2010, investments classified as Level 1 comprise approximately 42.33% of financial assets measured at fair value on a recurring basis. Fair value measurements classified as Level 1 include certain debt securities, equity securities that are traded in an active exchange market or inter-bank market. The Group considers a combination of certain factors to determine whether a market for a financial instrument is active, including the occurrence of trades within the specific period, the respective trading volume, and the degree which the implied yields for a debt security for observed transactions differs from the Group’s understanding of the current relevant market rates and information.
At 31 December 2010, investments classified as Level 2 comprise approximately 57.37% of financial assets measured at fair value on a recurring basis. They primarily include certain debt securities and equity securities. Valuations are generally obtained from third party pricing services for identical or comparable assets, or through the use of valuation methodologies using observable market inputs, or recent quoted market prices. Valuation service providers typically gather, analyze and interpret information related to market transactions and other key valuation model inputs from multiple sources, and through the use of widely accepted internal valuation models, provide a theoretical quote on various securities.
At 31 December 2010, investments classified as Level 3 comprise approximately 0.30% of financial assets measured at fair value on a recurring basis. They primarily include subordinated debts, certain corporate and government agency bonds and certain equity securities. Prices are determined using valuation methodologies such as discounted cash flow models and other similar techniques. Determinations to classify fair value measures within Level 3 of the valuation hierarchy are generally based on the significance of the unobservable factors to the overall fair value measurement, and valuation methodologies such as discounted cash flow models and other similar techniques.
For the years ended 31 December 2010 and 2009, most of these prices obtained from the pricing services are for debt securities issued by the Chinese government and government controlled organizations. These pricing services utilize a discounted cash flow valuation model using market observable inputs, mainly interest rates, to determine a fair value. These debt securities are classified as Level 2.

Level 1 fair value is based on quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can obtain at the measurement date.

F-37

Other than Level 1 quoted price, Level 2 fair value is based on valuation technique using significant inputs, that are observable for the asset being measured, either directly or indirectly, for substantially the full term of the asset through corroboration with observable market data. Observable inputs generally used to measure the fair value of securities classified as Level 2 include quoted market prices for similar assets in active markets; quoted market prices in markets that are not active for identical or similar assets and other market observable inputs. This level includes the debt securities for which quotations are available from pricing services providers. Fair value provided by pricing services providers are subject to a number of validation procedures by management. These procedures include a review of the valuation models utilised and the results of these models, and as well as the recalculation of prices obtained from pricing services at the end of each reporting period.


Under certain conditions, the Group may not receive price from independent third party pricing services. In this instance, the Group’s valuation team may choose to apply internally developed valuation method to the assets or liabilities being measured, determine the main inputs for valuation, and analyse the change of the valuation and report it to management. Key inputs involved in internal valuation services are not based on observable market data. They reflect assumptions made by management based on judgements and experiences. The assets or liabilities valued by this method are generally classified as Level 3.

At 31 December 2013, assets classified as Level 1 account for approximately 34.40% of assets measured at fair value on a recurring basis. Fair value measurements classified as Level 1 include certain debt securities, equity securities that are traded in an active exchange market or interbank market and open-ended funds. The Group considers a combination of certain factors to determine whether a market for a financial instrument is active, including the occurrence of trades within the specific period, the respective trading volume, and the degree which the implied yields for a debt security for observed transactions differs from the Group’s understanding of the current relevant market rates and information. Trading prices from Chinese interbank market are determined by both trading counterparties and can be observed publicly. The Company adopted this price of the debt securities traded on Chinese interbank market at reporting date as their fair market value and classified the investments as Level 1. Open-ended funds also have active markets. Fund management companies publish the net asset value of these funds on their websites on each trading date. Investors subscribe for and redeem units of these funds in accordance with the fund net asset value published by the fund management companies on each trading date. The Company adopted the unadjusted net asset value of the funds at reporting dates as their fair market value and classified the investments as Level 1.

At 31 December 2013, assets classified as Level 2 account for approximately 62.96% of assets measured at fair value on a recurring basis. They primarily include certain debt securities and equity securities. Valuations are generally obtained from third party pricing services for identical or comparable assets, or through the use of valuation methodologies using observable market inputs, or recent quoted market prices. Valuation service providers typically gather, analyse and interpret information related to market transactions and other key valuation model inputs from multiple sources, and through the use of widely accepted internal valuation models, provide a theoretical quote on various securities. Debt securities are classified as Level 2 when they are valued at recent quoted price from Chinese interbank market or from valuation service providers.

At 31 December 2013, assets classified as Level 3 account for approximately 2.64% of assets measured at fair value on a recurring basis. They primarily include unlisted equity securities and unlisted debt securities. Fair values are determined using valuation technique, including discounted cash flow valuations, market comparison approach, and etc.

For the accounting policies regarding the determination of fair values of financial assets and liabilities, see Note 3.2.

CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

4
RISK MANAGEMENT OF INSURANCE AND FINANCIAL RISK (continued)

4.3
Fair value hierarchy (continued)
For the accounting policies regarding the determination of the fair values of financial assets and financial liabilities, see Note 3.2.
The following table presents the Group’s assets and liabilities measured at fair value at 31 December 2010:
                 
  Level 1  Level 2  Level 3  Total balance 
                 
Assets
                
Available-for-sale securities                
–Equity securities  189,600   2,685   1,384   193,669 
–Debt securities  39,141   315,010   301   354,452 
Securities at fair value through income                
–Equity securities  2,249         2,249 
–Debt securities  5,182   2,331      7,513 
             
                 
Total assets
  236,172   320,026   1,685   557,883 
             
                 
Liabilities
                
Investment contracts at fair value through income  (84)        (84)
             
                 
Total liabilities
  (84)        (84)
             

The following table presents the Group’s quantitative disclosures of fair value measurement hierarchy for assets and liabilities measured at fair value as at 31 December 2013:

   Fair value measurement using 
   Quoted prices
in active
market
  

Significant

observable

inputs

   

Significant

unobservable

inputs

     
   Level 1  Level 2   Level 3   Total 
   RMB million  RMB million   RMB million   RMB million 

Assets measured at fair value

       

Available-for-sale securities

       

-Equity securities

   134,085    3,868     13,588     151,541  

-Debt securities

   34,020    305,665     301     339,986  

Securities at fair value through profit or loss

       

-Equity securities

   3,416    —       —       3,416  

-Debt securities

   9,333    21,423     —       30,756  
  

 

 

  

 

 

   

 

 

   

 

 

 

Total

   180,854    330,956     13,889     525,699  
  

 

 

  

 

 

   

 

 

   

 

 

 

Liabilities measured at fair value

       

Investment contracts at fair value through profit or loss

   (25  —       —       (25
  

 

 

  

 

 

   

 

 

   

 

 

 

Total

   (25  —       —       (25
  

 

 

  

 

 

   

 

 

   

 

 

 

CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2013

4RISK MANAGEMENT (continued)

4.3Fair value hierarchy (continued)

The following table presents the changes in Level 3 instrumentsassets for the year ended 31 December 2010:

                 
          Securities at    
          fair value    
  Available-for-sale Securities  through income    
  Debt  Equity  Equity  Total 
  securities  securities  securities  assets 
                 
Opening balance  301   1,238      1,539 
Total gains or losses recognized in                
– Profit or loss            
– Other comprehensive income/(loss)     1      1 
Transfer into Level 3     17      17 
Purchases     128      128 
Settlements            
             
                 
Closing balance  301   1,384      1,685 
             
Total gains or losses for 2010 included in income for assets and liabilities held at 31 December 2010            
             
2013:

 

   Available-for-sale securities  Securities at
fair value
through
profit or loss
  Total 
   

Debt

securities

   

Equity

securities

  

Equity

securities

    
   RMB million   RMB million  RMB million  RMB million 

Opening balance

   301     3,649    85    4,035  

Purchases

   —       9,349    —      9,349  

Transferred into Level 3

   —       362    —      362  

Transferred out of Level 3

   —       (205  (85  (290

Total gains/(losses) recorded in profit or loss

   —       (144  —      (144

Total gains/(losses) recorded in other comprehensive income

   —       577    —      577  
  

 

 

   

 

 

  

 

 

  

 

 

 

Closing balance

   301     13,588    —      13,889  
  

 

 

   

 

 

  

 

 

  

 

 

 

F-38

The following table presents the Group’s quantitative disclosures of fair value measurement hierarchy for assets and liabilities measured at fair value as at 31 December 2012:


   Fair value measurement using     
   

Quoted prices

in active market

  

Significant

observable inputs

   

Significant

unobservable inputs

     
   Level 1  Level 2   Level 3   Total 
   RMB million  RMB million   RMB million   RMB million 

Assets measured at fair value

       

Available-for-sale securities

       

–Equity securities

   150,874    2,303     3,649     156,826  

–Debt securities

   28,218    321,071     301     349,590  

Securities at fair value through profit or loss

       

–Equity securities

   7,798    33     85     7,916  

–Debt securities

   13,144    12,975     —       26,119  
  

 

 

  

 

 

   

 

 

   

 

 

 

Total

   200,034    336,382     4,035     540,451  
  

 

 

  

 

 

   

 

 

   

 

 

 

Liabilities measured at fair value

       

Investment contracts at fair value through profit or loss

   (35  —       —       (35
  

 

 

  

 

 

   

 

 

   

 

 

 

Total

   (35  —       —       (35
  

 

 

  

 

 

   

 

 

   

 

 

 

CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

4
RISK MANAGEMENT OF INSURANCE AND FINANCIAL RISK (continued)

4.3
Fair value hierarchy (continued)
The following table presents the Group’s assets and liabilities measured at fair value at 31 December 2009:
                 
  Level 1  Level 2  Level 3  Total balance 
                 
Assets
                
Available-for-sale securities                
–Equity securities  172,383   3,053   1,238   176,674 
–Debt securities  42,308   298,216   301   340,825 
Securities at fair value through income                
–Equity securities  2,704   38      2,742 
–Debt securities  2,628   3,763      6,391 
             
                 
Total assets
  220,023   305,070   1,539   526,632 
             
                 
Liabilities
                
Investment contracts at fair value through income  (52)        (52)
             
                 
Total liabilities
  (52)        (52)
             

The following table presents the changes in Level 3 instrumentsassets for the year ended 31 December 2009:

                 
          Securities at    
          fair value    
  Available-for-sale Securities  through income    
  Debt  Equity  Equity  Total 
  securities  securities  securities  assets 
                 
Opening balance  385   1,007   15   1,407 
Total gains or losses recognized in                
– Profit or loss  3      15   18 
– Other comprehensive income/(loss)  (3)  127      124 
Transfer out of Level 3     (617)  (30)  (647)
Purchases     721      721 
Sales            
Issues            
Settlements  (84)        (84)
             
                
                 
Closing balance  301   1,238      1,539 
             
                 
Total gains or losses for 2009 included in income for assets and liabilities held at 31 December 2009            
             
In 20102012:

   Available-for-sale securities  Securities at fair
value through
profit or loss
   Total 
   

Debt

securities

   

Equity

securities

  

Equity

securities

     
   RMB million   RMB million  RMB million   RMB million 

Opening balance

   301     2,437    —       2,738  

Purchases

   —       1,234    —       1,234  

Transferred into Level 3

   —       65    78     143  

Total gains/(losses) recorded in profit or loss

   —       (164  7     (157

Total gains/(losses) recorded in other comprehensive income

   —       77    —       77  
  

 

 

   

 

 

  

 

 

   

 

 

 

Closing balance

   301     3,649    85     4,035  
  

 

 

   

 

 

  

 

 

   

 

 

 

The assets whose fair value measurements are classified under Level 3 above do not have material impact on the profit or loss of the Group.

For the assets and 2009,liabilities measured at fair value, during the Groupyear ended 31 December 2013, RMB10,194 million debt securities were transferred certainfrom Level 1 to Level 2 within the fair value hierarchy, whereas RMB13,368 million debt andsecurities were transferred from Level 2 to Level 1. No material equity securities were transferred between Level 1, Level 2 and Level 3 due to1.

For the year ended 31 December 2013, there were no significant changes in availabilitythe business or economic circumstances that affected the fair value of market observablethe Group’s financial assets and liabilities. There were also no reclassifications of financial assets.

As at 31 December 2013, unobservable inputs such as weighted average cost of capital and liquidity discount were used in the valuation of assets classified as Level 3 of fair value. The fair value was not significantly sensitive to reasonable changes in these unobservable inputs.

 

F-39


CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

5
SEGMENT INFORMATION

5.1
Operating segments

The Group operates in five operating segments:

 The Group operates in four operating segments:
(i)Individual life insurance business (Individual life)

Individual life insurance business relates primarily to the sale of long-term insurance contracts and universal contracts which are mainly term life, whole life, endowment and annuity products, to individuals.

 Individual life insurance business relates primarily to the sale of long-term life insurance contracts and universal life contracts which are mainly term life, whole life, endowment and annuity products, to individuals and assumed individual reinsurance contracts.
(ii)Group life insurance business (Group life)

Group life insurance business relates primarily to the sale of long-term insurance contracts and investment contracts, which are mainly term life, whole life and annuity products, to group entities.

(iii)Short-term insurance business (Short-term)

Short-term insurance business relates primarily to the sale of short-term insurance contracts, which are mainly the short-term accident and health insurance contracts.

(iv)Supplementary major medical insurance business (Supplementary major medical)

Supplementary major medical insurance business relates primarily to the sale of supplementary major medical insurance contracts to urban and rural residents according to theInterim Administrative Measures on the Supplementary Major Medical Insurance for Urban and Rural Residents by Insurance Companies issued by the CIRC.

(v)Other businesses (Others)

Other businesses relate primarily to income and allocated cost of insurance agency business in respect of the provision of services to CLIC as described in Note 31, share of results of associates, income and expenses of subsidiaries, unallocated income and expenditure of the Group.

5.2Allocation basis of income and expenses

Investment income, net realised gains and impairment on financial assets, net fair value gains /(losses) through profit or loss and foreign exchange gains /(losses) within other expenses are allocated among segments in proportion to the respective segment’s average liabilities of insurance contracts and investment contracts at the beginning and end of the year. Administrative expenses and certain other expenses are allocated among segments in proportion to the unit cost of respective products in the different segments. Except for amounts arising from investment contracts which can be allocated to the corresponding segments above, other income and other expenses are presented in the “Others” segment directly. Income tax is not allocated.

5.3Allocation basis of assets and liabilities

Financial assets and securities sold under agreements to repurchase are allocated among segments in proportion to the respective segment’s average liabilities of insurance contracts and investment contracts at the beginning and end of the year. Insurance and investment contracts liabilities are presented under the respective segments. The remaining assets and liabilities are not allocated.

CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2013

5SEGMENT INFORMATION (continued)

   For the year ended 31 December 2013 
   Individual
Life
  Group
life
  Short
-term
  Supplementary
major medical
  Others  Elimination  Total 
   RMB million 

Revenues

        

Gross written premiums

   303,660    2,060    18,056    2,514    —      —      326,290  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

- Term life

   16,742    528    —      —      —      —      —    

- Whole life

   29,739    43    —      —      —      —      —    

- Endowment

   209,034    —      —      —      —      —      —    

- Annuity

   48,145    1,489    —      —      —      —      —    
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net premiums earned

   303,431    2,055    16,952    2,375    —      —      324,813  

Investment income

   78,960    3,072    524    2    258    —      82,816  

Net realised gains and impairment on financial assets

   5,563    216    35    —      (21  —      5,793  

Net fair value gains/(losses) through profit or loss

   145    6    1    —      (15  —      137  

Other income

   463    468    2    3    4,266    (878  4,324  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Including: inter-segment revenue

   —      —      —      —      878    (878  —    
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Segment revenues

   388,562    5,817    17,514    2,380    4,488    (878  417,883  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Benefits, claims and expenses

        

Insurance benefits and claims expenses

        

Life insurance death and other benefits

   (193,165  (506  —      —      —      —      (193,671

Accident and health claims and claim adjustment expenses

   —      —      (8,766  (2,497  —      —      (11,263

Increase in insurance contracts liabilities

   (105,928  (1,426  —      —      —      —      (107,354

Investment contract benefits

   (480  (1,338  —      —      —      —      (1,818

Policyholder dividends resulting from participation in profits

   (17,425  (998  —      —      —      —      (18,423

Underwriting and policy acquisition costs

   (20,988  (110  (3,851  —      (741  —      (25,690

Finance costs

   (3,848  (150  (26  —      (8  —      (4,032

Administrative expenses

   (18,282  (664  (3,860  (127  (1,872  —      (24,805

Other expenses

   (3,037  (96  (683  —      (926  878    (3,864
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Including: inter-segment expenses

   (839  (33  (6  —      —      878    —    
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Statutory insurance fund contribution

   (506  (18  (110  (3  —      —      (637
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Segment benefits, claims and expenses

   (363,659  (5,306  (17,296  (2,627  (3,547  878    (391,557
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Share of profit of associates

   —      —      —      —      3,125    —      3,125  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Segment results

   24,903    511    218    (247  4,066    —      29,451  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Income tax

         (4,443
        

 

 

 

Net profit

         25,008  
        

 

 

 

Attributable to

        

- Equity holders of the Company

         24,765  

- Non-controlling interests

         243  

Unrealised gains/(losses) from available-for-sale securities included in equity holders’ equity

   (20,267  (789  (134  —      (372  —      (21,562

Depreciation and amortisation

   1,497    54    323    10    142    —      2,026  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2013

5SEGMENT INFORMATION (continued)

   As at 31 December 2013 
   Individual
life
   Group
life
   Short
-term
   Supplementary
major medical
   Others   Elimination   Total 
   RMB million 

Assets

            

Financial assets (including cash and cash equivalents)

   1,795,393     67,516     11,515     1,366     6,279     —       1,882,069  

Others

   9,533     23     1,254     93     34,863     —       45,766  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segment assets

   1,804,926     67,539     12,769     1,459     41,142     —       1,927,835  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Unallocated

              

Property, plant and equipment

               23,393  

Others

               21,713  
              

 

 

 

Total

               1,972,941  
              

 

 

 

Liabilities

              

Insurance contracts

   1,480,793     2,153     10,072     1,479     —       —       1,494,497  

Investment contracts

   11,364     53,723     —       —       —       —       65,087  

Securities sold under agreements to repurchase

   19,185     746     127     —       368     —       20,426  

Others

   87,405     3,014     1,007     217     —       —       91,643  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segment liabilities

   1,598,747     59,636     11,206     1,696     368     —       1,671,653  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Unallocated

              

Others

               78,703  
              

 

 

 

Total

               1,750,356  
              

 

 

 

CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2013

5SEGMENT INFORMATION (continued)

   For the year ended 31 December 2012 
   Individual
life
  Group
life
  Short
-term
  Supplementary
major medical
   Others  Elimination  Total 
   RMB million 

Revenues

         

Gross written premiums

   305,841    469    16,432    —       —      —      322,742  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

- Term life

   2,616    413    —      —       —      —     

- Whole life

   37,594    53    —      —       —      —     

- Endowment

   227,770    —      —      —       —      —     

- Annuity

   37,861    3    —      —       —      —     
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Net premiums earned

   305,732    465    15,929    —       —      —      322,126  

Investment income

   69,407    3,043    481    —       312    —      73,243  

Net realised gains and impairment on financial assets

   (25,466  (1,116  (169  —       (125  —      (26,876

Net fair value gains/(losses) through profit or loss

   (304  (13  (2  —       6    —      (313

Other income

   402    343    —      —       3,356    (796  3,305  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Including: inter-segment revenue

   —      —      —      —       796    (796  —    
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Segment revenues

   349,771    2,722    16,239    —       3,549    (796  371,485  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Benefits, claims and expenses

         

Insurance benefits and claims expenses

         

Life insurance death and other benefits

   (107,340  (334  —      —       —      —      (107,674

Accident and health claims and claim adjustment expenses

   —      —      (7,898  —       —      —      (7,898

Increase in insurance contracts liabilities

   (184,972  (18  —      —       —      —      (184,990

Investment contract benefits

   (500  (1,532  —      —       —      —      (2,032

Policyholder dividends resulting from participation in profits

   (3,357  (78  —      —       —      —      (3,435

Underwriting and policy acquisition costs

   (23,568  (103  (3,470  —       (613  —      (27,754

Finance costs

   (2,447  (107  (17  —       (4  —      (2,575

Administrative expenses

   (16,865  (618  (3,956  —       (1,844  —      (23,283

Other expenses

   (2,795  (130  (593  —       (582  796    (3,304
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Including: inter-segment expenses

   (758  (33  (5  —       —      796    —    
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Statutory insurance fund contribution

   (477  (18  (114  —       —      —      (609
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Segment benefits, claims and expenses

   (342,321  (2,938  (16,048  —       (3,043  796    (363,554
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Share of profit of associates

   —      —      —      —       3,037    —      3,037  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Segment results

   7,450    (216  191    —       3,543    —      10,968  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Income tax

          304  
         

 

 

 

Net profit

          11,272  
         

 

 

 

Attributable to

         

- Equity holders of the Company

          11,061  

- Non-controlling interests

          211  

Unrealised gains/(losses) from available-for-sale securities included in equity holders’ equity

   23,731    1,040    165    —       59    —      24,995  

Depreciation and amortisation

   1,480    54    355    —       60    —      1,949  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2013

5SEGMENT INFORMATION (continued)

   As at 31 December 2012 
   Individual
life
   Group
life
   Short
-term
   Supplementary
major medical
   Others   Elimination   Total 
   RMB million 

Assets

            

Financial assets (including cash and cash equivalents)

   1,728,469     73,986     11,710     —       5,599     —       1,819,764  

Others

   9,106     21     524     —       28,991     —       38,642  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segment assets

   1,737,575     74,007     12,234     —       34,590     —       1,858,406  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Unallocated

              

Property, plant and equipment

               22,335  

Others

               18,175  
              

 

 

 

Total

               1,898,916  
              

 

 

 

Liabilities

              

Insurance contracts

   1,374,777     727     9,033     —       —       —       1,384,537  

Investment contracts

   11,646     54,993     —       —       —       —       66,639  

Securities sold under agreements to repurchase

   65,191     2,856     452     —       —       —       68,499  

Others

   81,191     3,374     794     —       —       —       85,359  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segment liabilities

   1,532,805     61,950     10,279     —       —       —       1,605,034  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Unallocated

              

Others

               70,781  
              

 

 

 

Total

               1,675,815  
              

 

 

 

CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2013

5SEGMENT INFORMATION (continued)

   For the year ended 31 December 2011 
   Individual
life
  Group
life
  Short
-term
  Supplementary
major medical
   Others  Elimination  Total 
   RMB million 

Revenues

         

Gross written premiums

   302,012    438    15,802    —       —      —      318,252  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

- Term life

   2,299    333    —      —       —      —     

- Whole life

   37,934    85    —      —       —      —     

- Endowment

   221,925    —      —      —       —      —     

- Annuity

   39,854    20    —      —       —      —     
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Net premiums earned

   301,986    434    15,856    —       —      —      318,276  

Investment income

   57,080    2,893    460    —       289    —      60,722  

Net realised gains and impairment on financial assets

   (10,404  (527  (86  —       (191  —      (11,208

Net fair value gains/(losses) through profit or loss

   319    16    3    —       (1  —      337  

Other income

   477    163    —      —       2,901    (769  2,772  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Including: inter-segment revenue

   —      —      —      —       769    (769  —    
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Segment revenues

   349,458    2,979    16,233    —       2,998    (769  370,899  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Benefits, claims and expenses

         

Insurance benefits and claims expenses

         

Life insurance death and other benefits

   (101,010  (339  —      —       —      —      (101,349

Accident and health claims and claim adjustment expenses

   —      —      (7,789  —       —      —      (7,789

Increase in insurance contracts liabilities

   (181,565  (14  —      —       —      —      (181,579

Investment contract benefits

   (574  (1,457  —      —       —      —      (2,031

Policyholder dividends resulting from participation in profits

   (5,780  (345  —      —       —      —      (6,125

Underwriting and policy acquisition costs

   (23,723  (81  (3,275  —       (355  —      (27,434

Finance costs

   (818  (41  (7  —       (7  —      (873

Administrative expenses

   (14,961  (522  (3,989  —       (2,077  —      (21,549

Other expenses

   (2,604  (107  (548  —       (785  769    (3,275
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Including: inter-segment expenses

   (726  (37  (6  —       —      769    —    
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Statutory insurance fund contribution

   (456  (16  (123  —       —      —      (595
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Segment benefits, claims and expenses

   (331,491  (2,922  (15,731  —       (3,224  769    (352,599
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Share of profit of associates

   —      —      —      —       2,213    —      2,213  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Segment results

   17,967    57    502    —       1,987    —      20,513  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Income tax

          (2,022
         

 

 

 

Net profit

          18,491  
         

 

 

 

Attributable to

         

- Equity holders of the Company

          18,331  

- Non-controlling interests

          160  

Unrealised gains/(losses) from available-for-sale securities included in equity holders’ equity

   (22,800  (1,154  (186  —       (65  —      (24,205

Depreciation and amortisation

   1,409    49    380    —       71    —      1,909  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2013

6PROPERTY, PLANT AND EQUIPMENT

   Buildings  Office
equipment
furniture and
fixtures
  Motor
vehicles
  Assets under
construction
  Leasehold
improvements
  Total 
   RMB million 

Cost

     

As at 1 January 2013

   19,247    6,282    1,531    5,126    1,080    33,266  

Transfers upon completion

   1,263    18    —      (1,389  108    —    

Additions

   127    822    155    3,373    —      4,477  

Transfer to investment properties

   (624  —      —      (811  —      (1,435

Disposals

   (64  (392  (238  (174  (22  (890
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

As at 31 December 2013

   19,949    6,730    1,448    6,125    1,166    35,418  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Accumulated depreciation

      

As at 1 January 2013

   (5,265  (3,973  (932  —      (736  (10,906

Charge for the year

   (744  (727  (169  —      (138  (1,778

Transfer to investment properties

   83    —      —      —      —      83  

Disposals

   16    351    218    —      16    601  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

As at 31 December 2013

   (5,910  (4,349  (883  —      (858  (12,000
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Impairment

      

As at 1 January 2013

   (25  —      —      —      —      (25

Charge for the year

   —      —      —      —      —      —    

Transfer to investment properties

   —      —      —      —      —      —    

Disposals

   —      —      —      —      —      —    
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

As at 31 December 2013

   (25  —      —      —      —      (25
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net book value

      

As at 1 January 2013

   13,957    2,309    599    5,126    344    22,335  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

As at 31 December 2013

   14,014    2,381    565    6,125    308    23,393  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2013

6PROPERTY, PLANT AND EQUIPMENT (continued)

   Buildings  Office
equipment
furniture and
fixtures
  Motor
vehicles
  Assets under
construction
  Leasehold
improvements
  Total 
   RMB million 

Cost

     

As at 1 January 2012

   18,722    5,739    1,639    3,082    936    30,118  

Transfers upon completion

   551    15    —      (732  166    —    

Additions

   47    914    186    2,812    4    3,963  

Disposals

   (73  (386  (294  (36  (26  (815
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

As at 31 December 2012

   19,247    6,282    1,531    5,126    1,080    33,266  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Accumulated depreciation

     

As at 1 January 2012

   (4,570  (3,632  (1,042  —      (617  (9,861

Charge for the year

   (729  (696  (156  —      (141  (1,722

Disposals

   34    355    266    —      22    677  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

As at 31 December 2012

   (5,265  (3,973  (932  —      (736  (10,906
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Impairment

     

As at 1 January 2012

   (26  —      —      —      —      (26

Charge for the year

   —      —      —      —      —      —    

Disposals

   1    —      —      —      —      1  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

As at 31 December 2012

   (25  —      —      —      —      (25
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net book value

       

As at 1 January 2012

   14,126    2,107    597    3,082    319    20,231  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

As at 31 December 2012

   13,957    2,309    599    5,126    344    22,335  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2013

7INVESTMENT PROPERTIES

Buildings 
   Group life insurance business relates primarily to the sale of insurance contracts and investment contracts, which are mainly term life, whole life and annuity products, to group entities.RMB million
 
(iii)

Cost

  Short-term insurance business (Short-term)

As at 1 January 2013

   Short-term insurance business relates primarily to the sale of short-term insurance contracts, which are mainly the short-term accident and health insurance contracts.—  
  
(iv)

Additions

Corporate and other business (Corporate and other)
   Corporate and other business relates primarily to income and allocated costs of insurance agency business in respect of the provision of services to CLIC, as described in Note 29, share of results of associates, income and expenses of subsidiaries, unallocated income and expenditure of the Group.—  
  
5.2
Allocation basis of income

Transfer from property, plant and expenses

equipment

   Investment income, net realised gains or losses on financial assets, net fair value gains or losses through income and foreign exchange losses within other operating expenses are allocated among segments in proportion to each respective segment’s average liabilities of insurance contracts and investment contracts at the beginning and end of the year. Administrative expenses and certain other operating expenses are allocated among segments in proportion to the unit cost of respective products in the different segments. Except for those arising from investment contracts which can be allocated to the corresponding segments above, other income and other operating expenses are presented in the “Corporate & Other” segment directly. Income tax is not allocated.1,435
  
5.3  
Allocation basis of assets and liabilities

 

As at 31 December 2013

   Financial assets1,435

Accumulated depreciation

As at 1 January 2013

—  

Additions

(23

Transfer from property, plant and securities sold under agreements to repurchase are allocated among segments in proportion to each respective segment’s average liabilities of insurance contracts and investment contractsequipment

(83

As at the beginning and end of the year. Insurance liabilities are presented under the respective segments. The remaining assets and liabilities are not allocated.31 December 2013

(106

Net book value

As at 1 January 2013

—  

As at 31 December 2013

1,329

Fair value

As at 1 January 2013

—  

As at 31 December 2013

2,045

F-40


CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

57
SEGMENT INFORMATIONINVESTMENT PROPERTIES (continued)
                         
  For the year ended 31 December 2010 
  Individual  Group  Short-  Corporate       
  life  life  term  & other  Elimination  Total 
  (RMB million) 
                         
Revenues
                        
Gross written premiums  302,781   473   14,975         318,229 
                   
- Term Life  1,964   287              
- Whole Life  37,783   165              
- Endowment  220,505                 
- Annuity  42,529   21              
                   
Net premiums earned  302,753   468   14,867         318,088 
Investment income  45,535   2,691   448   198      48,872 
Net realised gains on financial assets  14,738   871   145   87      15,841 
Net fair value gains through income  247   14   2   17      280 
Other income  614   244      2,583   (684)  2,757 
                   
Including: inter-segment revenue           684   (684)   
                   
                         
Segment revenues
  363,887   4,288   15,462   2,885   (684)  385,838 
                   
                         
Benefits, claims and expenses
                        
Insurance benefits and claims                        
Life insurance death and other benefits  (70,872)  (365)           (71,237)
Accident and health claims and claim adjustment expenses        (8,740)        (8,740)
Increase in insurance contracts liabilities  (199,469)  (186)           (199,655)
Investment contract benefits  (1,264)  (686)           (1,950)
Policyholder dividends resulting from participation in profits  (12,277)  (947)           (13,224)
Underwriting and policy acquisition costs  (24,182)  (88)  (2,794)  (192)     (27,256)
Administrative expenses  (14,927)  (429)  (2,952)  (1,977)     (20,285)
Other operating expenses  (2,717)  (833)  (495)  (294)  684   (3,655)
                   
Including: Inter-segment expenses  (640)  (38)  (6)     684    
                   
Statutory insurance fund contribution  (489)  (14)  (96)        (599)
                   
                         
Segment benefits, claims and expenses
  (326,197)  (3,548)  (15,077)  (2,463)  684   (346,601)
                   
                         
Share of results of associates           1,771      1,771 
                   
                         
Segment results
  37,690   740   385   2,193      41,008 
                   
                         
Attributable to                        
- equity holders of the Company                      33,626 
- non-controlling interests                      185 
                         
Unrealised losses from Available-for-sale securities included in equity holder’s equity
  (15,088)  (892)  (148)  (75)     (16,203)
                         
Depreciation and amortisation
  1,418   40   283   61      1,802 

 

F-41

The Company leases part of its investment properties to its subsidiaries and charges rentals based on the areas occupied by the respective entities. These properties are categorized as property, plant and equipment of the Group in the consolidated statement of financial position.


The Group has no restrictions on the reliability of its investment properties and no contractual obligations to either purchase, construct or develop investment properties or for repairs, maintenance and enhancements.

There were no investment properties without title certificates as at 31 December 2013.

The fair value of investment properties of the Group as at 31 December 2013 amounted to RMB 2,045 million (2012: Nil), which was estimated by the Company having regards to valuations performed by an independent appraiser. It was classified as Level 3 in the fair value hierarchy.

The Group uses the market comparison approach as its primary method to estimate the fair value of its investment properties. Under the market comparison approach, the estimated fair value of a property is based on the average sale price of comparable properties recently sold, with consideration of the comprehensive adjustment coefficient, which is composed of a number of adjusting factors, including the time and the conditions of sale, the geographical location, age, decoration, floor area, lot size of the property and other factors.

Under the market comparison approach, increase (decrease) in the comprehensive adjustment coefficient will result in an increase (decrease) in the fair value of investment properties.

CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

58
SEGMENT INFORMATION (continued)
                         
  As at 31 December 2010 
  Individual  Group  Short-  Corporate       
  life  life  term  & other  Elimination  Total 
  (RMB million) 
                         
Assets
                        
                         
Financial assets (including cash and cash equivalents)  1,263,081   73,241   12,185   5,931      1,354,438 
Other  719      89   20,892      21,700 
                   
                         
Segment assets
  1,263,800   73,241   12,274   26,823      1,376,138 
                   
                         
Unallocated
                        
Property, plant and equipment                      18,946 
Other                      15,495 
                        
                         
Total
                      1,410,579 
                        
                         
Liabilities
                        
                         
Insurance contracts  1,008,201   695   9,239         1,018,135 
Investment contracts  15,664   54,507            70,171 
Securities sold under agreements to repurchase  21,199   1,253   208   405      23,065 
Other  331   223            554 
                   
                         
Segment liabilities
  1,045,395   56,678   9,447   405      1,111,925 
                   
                         
Unallocated
                        
Other                      88,179 
                        
                         
Total
                      1,200,104 
                        

F-42


CHINA LIFE INSURANCE COMPANY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
5
SEGMENT INFORMATION (continued)
                         
  For the year ended 31 December 2009 
  Individual  Group  Short-  Corporate       
  life  life  term  & other  Elimination  Total 
  (RMB million) 
                         
Revenues
                        
Gross written premiums  261,715   190   14,065         275,970 
                   
- Term Life  805   112              
- Whole Life  37,860   60              
- Endowment  184,841                 
- Annuity  38,209   18              
                   
Net premiums earned  261,694   189   13,194         275,077 
Investment income  35,693   2,614   408   175      38,890 
Net realised gains on financial assets  19,522   1,430   222   70      21,244 
Net fair value gains through income  1,330   97   16   6      1,449 
Other income  283   331      2,586   (570)  2,630 
                   
Including: inter-segment revenue           570   (570)   
                   
                         
Segment revenues
  318,522   4,661   13,840   2,837   (570)  339,290 
                   
                         
Benefits, claims and expenses
                        
Insurance benefits and claims                        
Life insurance death and other benefits  (74,416)  (442)           (74,858)
Accident and health claims and claim adjustment expenses        (7,808)        (7,808)
Increase in insurance contracts liabilities  (154,552)  180            (154,372)
Investment contract benefits  (560)  (1,582)           (2,142)
Policyholder dividends resulting from participation in profits  (13,181)  (1,306)           (14,487)
Underwriting and policy acquisition costs  (20,881)  (113)  (1,877)  (65)     (22,936)
Administrative expenses  (13,057)  (779)  (3,236)  (1,647)     (18,719)
Other operating expenses  (1,702)  (131)  (387)  (740)  570   (2,390)
                   
Including: Inter-segment expenses  (504)  (37)  (6)  (23)  570    
                   
Statutory insurance fund contribution  (404)  (21)  (112)          (537)
                   
                         
Segment benefits, claims and expenses
  (278,753)  (4,194)  (13,420)  (2,452)  570   (298,249)
                   
                         
Share of results of associates           704      704 
                   
                         
Segment results
  39,769   467   420   1,089      41,745 
                   
                         
Attributable to                        
- equity holders of the Company                      32,881 
- non-controlling interests                      155 
                         
Unrealised gains/(losses) from Available-for-sale securities included in equity holder’s equity
  9,953   729   113   (50)     10,745 
                         
Depreciation and amortisation
  1,169   69   289   33      1,560 

F-43


CHINA LIFE INSURANCE COMPANY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
5
SEGMENT INFORMATION (continued)
                         
  As at 31 December 2009 
  Individual  Group  Short-  Corporate       
  life  life  term  & other  Elimination  Total 
  (RMB million) 
                         
Assets
                        
                         
Financial assets (including cash and cash equivalents)  1,089,127   78,752   12,250   6,224      1,186,353 
Other  701      114   8,470      9,285 
                   
                         
Segment assets
  1,089,828   78,752   12,364   14,694      1,195,638 
                   
                         
Unallocated
                        
Property, plant and equipment                      17,467 
Other                      13,152 
                        
                         
Total
                      1,226,257 
                        
                         
Liabilities
                        
                         
Insurance contracts  808,591   632   8,941         818,164 
Investment contracts  14,579   52,747            67,326 
Securities sold under agreements to repurchase  30,250   2,215   345   743      33,553 
Other  120   436            556 
                   
                         
Segment liabilities
  853,540   56,030   9,286   743      919,599 
                   
                         
Unallocated
                        
Other                      93,882 
                        
                         
Total
                      1,013,481 
                        

F-44


CHINA LIFE INSURANCE COMPANY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
5
SEGMENT INFORMATION (continued)
                         
  For the year ended 31 December 2008 
  Individual  Group  Short-  Corporate       
  life  life  term  & other  Elimination  Total 
  (RMB million) 
                         
Revenues
                        
Gross written premiums  252,130   340   13,186         265,656 
                   
- Term Life  308   25              
- Whole Life  35,421   274              
- Endowment  188,099                 
- Annuity  28,302   41              
                   
Net premiums earned  252,113   339   12,725          265,177 
Investment income  40,407   3,699   524   316      44,946 
Net realised losses on financial assets  (5,355)  (490)  (69)  (50)     (5,964)
Net fair value losses on assets at fair value through income  (6,382)  (584)  (83)  (145)     (7,194)
Other income  605   683       2,513   (381)  3,420 
                   
including: inter-segment revenue           381   (381)   
                   
                         
Segment revenues
  281,388   3,647   13,097   2,634   (381)  300,385 
                   
                         
Benefits, claims and expenses
                        
Insurance benefits and claims                        
Life insurance death and other benefits  (88,507)  (1,152)           (89,659)
Accident and health claims and claim adjustment expenses        (7,641)        (7,641)
Increase in insurance contracts liabilities  (135,298)  649            (134,649)
Investment contract benefits  (224)  (1,707)           (1,931)
Policyholder dividends resulting from participation in profits  (1,589)  (82)           (1,671)
Underwriting and policy acquisition costs  (22,127)  (212)  (1,848)  (13)     (24,200)
Administrative expenses  (11,347)  (761)  (2,614)  (1,930)     (16,652)
Other operating expenses  (2,826)  (273)  (263)  (428)  381   (3,409)
                   
including: Inter-segment expenses  (212)  (19)  (3)  (147)  381    
                   
Statutory insurance fund  (395)  (28)  (135)        (558)
                   
                         
Segment benefits, claims and expenses
  (262,313)  (3,566)  (12,501)  (2,371)  381   (280,370)
                   
                         
Share of results of associates           (56)     (56)
                   
                         
Segment results
  19,075   81   596   207      19,959 
                   
                         
Attributable to                        
- equity holders of the Company                      19,137 
- minority interests                      137 
Unrealised gains/(losses) included in equity holder’s equity
  (30,457)  (2,788)  (395)  188      (33,452)
                         
Depreciation and amortisation
  1,014   68   248   28      1,358 

F-45


CHINA LIFE INSURANCE COMPANY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
6
PROPERTY, PLANT AND EQUIPMENT
                         
  2010 
      Office              
      equipment      Assets       
      furniture and  Motor  under  Leasehold    
  Buildings  fixtures  vehicles  construction  improvements  Total 
  (RMB Million) 
                         
Cost
                        
As at 1 January 2010  14,072   4,635   1,846   3,536   792   24,881 
Transfers upon completion  2,975   104      (3,147)  68    
Additions  484   871   194   2,030   20   3,599 
Disposals  (60)  (251)  (231)  (339)  (16)  (897)
                   
As at 31 December 2010
  17,471   5,359   1,809   2,080   864   27,583 
                   
                         
Accumulated depreciation
                        
As at 1 January 2010  (3,276)  (2,587)  (1,149)     (372)  (7,384)
Charge for the year  (627)  (680)  (179)     (141)  (1,627)
Disposals  8   188   191      17   404 
                   
As at 31 December 2010
  (3,895)  (3,079)  (1,137)     (496)  (8,607)
                   
                         
Impairment
                        
As at 1 January 2010  (30)              (30)
Charge for the year                  
Disposals                  
                   
As at 31 December 2010
  (30)              (30)
                   
                         
Net book value
                        
As at 1 January 2010  10,766   2,048   697   3,536   420   17,467 
                   
As at 31 December 2010
  13,546   2,280   672   2,080   368   18,946 
                   

F-46


CHINA LIFE INSURANCE COMPANY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
6
PROPERTY,PLANT AND EQUIPMENT (Continued)
                         
  2009 
      Office             
      equipment             
      furniture and  Motor  Assets under  Leasehold    
  Buildings  fixtures  vehicles  construction  improvements  Total 
  (RMB Million) 
                         
Cost
                        
As at 1 January 2009  13,397   4,092   1,853   3,024   691   23,057 
Transfers upon completion  560   6      (607)  41    
Additions  190   750   157   1,520   78   2,695 
Disposals  (75)  (213)  (164)  (401)  (18)  (871)
                   
As at 31 December 2009
  14,072   4,635   1,846   3,536   792   24,881 
                   
                         
Accumulated depreciation
                        
As at 1 January 2009  (2,789)  (2,157)  (1,116)     (243)  (6,305)
Charge for the year  (502)  (598)  (175)     (139)  (1,414)
Disposals  15   168   142      10   335 
                   
As at 31 December 2009
  (3,276)  (2,587)  (1,149)     (372)  (7,384)
                   
                         
Impairment
                        
As at 1 January 2009  (32)              (32)
Charge for the year  (1)              (1)
Disposals  3               3 
                   
As at 31 December 2009
  (30)              (30)
                   
                         
Net book value
                        
As at 1 January 2009  10,576   1,935   737   3,024   448   16,720 
                   
As at 31 December 2009
  10,766   2,048   697   3,536   420   17,467 
                   

F-47


CHINA LIFE INSURANCE COMPANY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
7
INVESTMENTS IN ASSOCIATES
         
  2010  2009 
  RMB million  RMB million 
         
As at 1 January
  8,470   7,891 
Additional capital contribution to associates (i) (iii)  5,777    
Transfer in associates (ii)  5,123    
Share of results  1,771   704 
Other equity movements  (131)  (70)
Dividend received  (118)  (55)
       
         
As at 31 December
  20,892   8,470 
       

   2013  2012 
   RMB million  RMB million 

As at 1 January

   28,991    24,448  

Investment in associates (i)

   2,506    1,339  

Amount of additional investment cost below the fair value for identifiable net assets

   683    —    

Scrip dividend (ii)

   81    182  

Share of profit

   3,125    3,037  

Other equity movements

   (332  167  

Dividend received(ii)

   (279  (182
  

 

 

  

 

 

 

As at 31 December

   34,775    28,991  
  

 

 

  

 

 

 

(i)On 27 September 2013, the Company and Sino-Ocean Land Holdings Limited (“Sino-Ocean”) entered into theSubscription Agreement between Sino-Ocean Land Holdings Limited and China Life Insurance Company Limited (“Subscription Agreement”), pursuant to which the Company agreed to subscribe for 635,941,967 non-public shares issued by Sino-Ocean, at the price of HKD4.74 per share. On 19 November 2013, the subscription was approved by the extraordinary general meeting of Sino-Ocean. On 22 November 2013, the subscription was completed. As at 31 December 2013, the percentage of equity interest held by the Company in Sino-Ocean was 29.02%.

(ii)2012 final dividend of HKD0.17 per ordinary share was approved and declared in the Annual General Meeting of Sino-Ocean on 10 May 2013 and each shareholder could elect to receive the 2012 final dividend in cash or in scrip shares. The Company elected the cash option and received cash dividend amounting to RMB198 million.

2013 interim dividend of HKD0.07 per ordinary share was approved and declared in the board meeting of Sino-Ocean on 15 August 2013, and each shareholder could elect to receive the 2013 interim dividend in cash or in scrip shares. The Company elected the scrip shares option and received scrip shares amounting to RMB81 million with a corresponding increase in the carrying value of investments in associates.

The Group’s investments in associates are unlisted except for Sino-Ocean which is listed in Hong Kong. As at 31 December 2010,2013, the stock price of Sino-Ocean is HK $5.19was HKD5.09 per share. The Group’s share of associates’ assets and liabilities

As at 31 December 2010 and revenue and profit/(loss) after tax for2013, the year then ended are as followings:

Assets and liabilities of associates
                 
  Country of  Interest       
Name incorporation  held  Assets  Liabilities 
          RMB million  RMB million 
                 
Guangdong Development Bank (“GDB”) PRC  20%  165,979   154,356 
China Life Property & Casualty Insurance Company Limited (“CLP&C”) PRC  40%  6,042   4,870 
Sino-Ocean Land Holdings Limited (“Sino-Ocean”) (ii)(iii) Hong Kong  24.07%  22,409   14,312 
               
                 
Total as at 31 December 2010
          194,429   173,547 
               
                 
GDB PRC  20%  136,344   128,859 
CLP&C PRC  40%  4,855   3,876 
China Life Insurance Brokers (“CIB”) PRC  49%  6    
               
                 
Total as at 31 December 2009
          141,205   132,735 
               
Revenues and profit/(loss) after tax of associates
         
      Profit /(loss) 
Name Revenue  after tax 
  RMB million  RMB million 
         
GDB  4,392   1,237 
CLP&C  3,558   245 
Sino-Ocean  3,303   289 
       
         
Total for the year ended 31 December 2010
  11,252   1,771 
       
         
GDB  3,023   673 
CLP&C  2,946   32 
CIB     (1)
       
         
Total for the year ended 31 December 2009
  5,969   704 
Group owned the following associates:

 

Name

Country of incorporationPercentage of equity interest held

China Guangfa Bank Co. Ltd (“CGB”)

PRC20.00

China Life Property and Casualty Insurance Company Limited (“CLP&C”)

PRC40.00

Sino-Ocean

Hong Kong, PRC29.02

COFCO Futures Company Limited (“COFCO Futures”)

PRC35.00

F-48


CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

78
INVESTMENTS IN ASSOCIATES (continued)

As at 31 December 2012, the Group owned the following associates:

(i)

Name

  In July 2010, the Group injected additional capitalCountry of RMB 2,999 million in cash, at a price of RMB 4.38 per share to GDB, representing shares offered to all existing owners of GDB on a pro-rata basis. The Group holds 3.08 billion shares of GDB and its interest in GDB remains at 20% of GDB’s registered capital.
incorporation
(ii)On December 27, 2009, the Group purchased 934 million shares of Sino-Ocean at the total cost of HKD 5,819 million. As a result of this acquisition, the Group held 16.57% of the total outstanding shares of Sino-Ocean as at 31 December 2009.
   On January 12, 2010, the Group exchanged certainPercentage of its equity
interest held

CGB

PRC20.00

CLP&C

PRC40.00

Sino-Ocean

Hong Kong, listed equity investments at their market value on the transaction date of RMB 2,784 million for additional 423 million shares of Sino-Ocean. As a result of this acquisition, the Group held 24.08% equity interest of Sino-ocean and recognized it as an associate. In 2010, the ESOP (Employee Stock Option Plan) of Sino-Ocean was partially exercised. As at December 31 2010, the Company’s ownership in Sino-Ocean was diluted to 24.07%.PRC24.85

COFCO Futures

PRC35.00

The following table illustrates the summarised financial information of the Group’s associates at 31 December 2013 and for the year ended 2013:

 

   CGB  CLP&C  Sino-Ocean  COFCO Futures 
   RMB million  RMB million  RMB million  RMB million 

Total assets

   1,469,850    37,359    137,869    8,486  

Total liabilities

   1,396,558    29,192    94,424    6,039  

Total equity

   73,292    8,167    43,445    2,447  

Total equity attributable to equity holders of the associates

   73,292    8,167    37,525    2,445  

Total adjustments (i)

   —      —      1,877    —    

Total equity attributable to equity holders of the associates after adjustments

   73,292    8,167    39,402    2,445  

Proportion of the Group’s ownership

   20.00  40.00  29.02  35.00

Carrying amount of the investments

   17,704    3,267    12,403    1,401  
  

 

 

  

 

 

  

 

 

  

 

 

 

Total revenues

   34,477    28,054    32,386    1,483  

Net profit

   11,583    535    4,661    169  

Other comprehensive income

   (1,820  253    46    9  

Total comprehensive income

   9,763    788    4,707    178  
  

 

 

  

 

 

  

 

 

  

 

 

 

F-49

The Group had no contingent liabilities or capital commitments with the associates as at 31 December 2013.


The following table illustrates the summarised financial information of the Group’s associates at 31 December 2012 and for the year ended 2012:

   CGB  CLP&C  Sino-Ocean  COFCO Futures 
   RMB million  RMB million  RMB million  RMB million 

Total assets

   1,168,150    30,333    128,305    7,003  

Total liabilities

   1,104,622    22,954    86,258    4,731  

Total equity

   63,528    7,379    42,047    2,272  

Total equity attributable to equity holders of the associates

   63,528    7,379    29,759    2,269  

Total adjustments (i)

   —      —      2,374    —    

Total equity attributable to equity holders of the associates after adjustments

   63,528    7,379    32,133    2,269  

Proportion of the Group’s ownership

   20.00  40.00  24.85  35.00

Carrying amount of the investments

   15,752    2,947    8,952    1,340  
  

 

 

  

 

 

  

 

 

  

 

 

 

Total revenues

   31,270    19,952    30,276    867  

Net profit

   11,220    375    3,987    124  

Other comprehensive income

   (398  514    9    —    

Total comprehensive income

   10,822    889    3,996    124  
  

 

 

  

 

 

  

 

 

  

 

 

 

The Group had no contingent liabilities or capital commitments with the associates as at 31 December 2012.

(i) Including adjustments for the difference of accounting policies, fair value, and others.

CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

89
FINANCIAL ASSETS

8.19.1
Held-to-maturity securities
         
  As at 31 December 2010  As at 31 December 2009 
  RMB million  RMB million 
         
Debt securities        
Government bonds  105,006   103,980 
Government agency bonds  90,230   84,619 
Corporate bonds  3,138   3,139 
Subordinated bonds/debts  47,853   43,361 
       
         
Total
  246,227   235,099 
       
         
Debt securities        
Listed in mainland, PRC  15,785   17,872 
Unlisted  230,442   217,227 
       
         
Total
  246,227   235,099 
       
The estimated fair value of listed held-to-maturity securities was RMB 16,250 million as at 31 December 2010 (31 December 2009: RMB 18,683 million).
The unlisted debt securities refer to debt securities not traded on stock exchanges and include both debt securities traded on the interbank market in China and debt securities not publicly traded.
         
Debt securities As at 31 December 2010  As at 31 December 2009 
- Contractual maturity schedule RMB million  RMB million 
         
         
Maturing        
Within one year  18,891   5,937 
After one year but within five years  25,696   34,903 
After five years but within ten years  47,897   43,792 
After ten years  153,743   150,467 
       
         
Total
  246,227   235,099 
       
8.2
Loans
         
  As at 31 December 2010  As at 31 December 2009 
  RMB million  RMB million 
         
Policy loans  23,977   13,831 
Other loans  12,566   9,250 
       
         
Total
  36,543   23,081 
       
         
  As at 31 December 2010  As at 31 December 2009 
  RMB million  RMB million 
         
Maturing        
Within one year  23,977   13,831 
After one year but within five years  1,770    
After five years but within ten years  10,796   1,200 
After ten years     8,050 
       
         
Total
  36,543   23,081 
       

 

   

As at 31

December 2013

   

As at 31

December 2012

 
   RMB million   RMB million 

Debt securities

    

Government bonds

   97,702     96,097  

Government agency bonds

   113,618     111,759  

Corporate bonds

   131,022     83,084  

Subordinated bonds/debts

   160,733     161,449  
  

 

 

   

 

 

 

Total

   503,075     452,389  
  

 

 

   

 

 

 

Debt securities

    

Listed in mainland, PRC

   49,159     41,927  

Listed in Hong Kong, PRC

   21     12  

Listed in Singapore

   23     18  

Unlisted

   453,872     410,432  
  

 

 

   

 

 

 

Total

   503,075     452,389  
  

 

 

   

 

 

 

F-50

The estimated fair value of all held-to-maturity securities was RMB464,996 million as at 31 December 2013 (31 December 2012: RMB450,865 million).


Unlisted debt securities include those traded on Chinese interbank market.

   

As at 31

December 2013

   

As at 31

December 2012

 

Debt securities- Contractual maturity schedule

  RMB million   RMB million 

Maturing:

    

Within one year

   12,905     2,234  

After one year but within five years

   64,878     55,079  

After five years but within ten years

   109,334     91,426  

After ten years

   315,958     303,650  
  

 

 

   

 

 

 

Total

   503,075     452,389  
  

 

 

   

 

 

 

CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

89
FINANCIAL ASSETS (continued)
8.3
Term deposits
         
  As at 31 December 2010  As at 31 December 2009 
  RMB million  RMB million 
         
Maturing        
Within one year  19,268   84,393 
After one year but within five years  340,917   196,090 
After five years but within ten years  81,400   64,500 
       
         
Total
  441,585   344,983 
       

8.49.2
Statutory deposits-restricted
Loans
         
  As at 31 December 2010  As at 31 December 2009 
  RMB million  RMB million 
         
Contractual maturity schedule        
Within one year  400   100 
After one year but within five years  5,753   6,053 
       
         
Total
  6,153   6,153 
       

   

As at 31

December 2013

   

As at 31

December 2012

 
   RMB million   RMB million 

Policy loans

   60,176     39,893  

Other loans (i)

   58,450     40,526  
  

 

 

   

 

 

 

Total

   118,626     80,419  
  

 

 

   

 

 

 
   As at 31
December 2013
   As at 31
December 2012
 
   RMB million   RMB million 

Maturing:

    

Within one year

   60,315     39,893  

After one year but within five years

   26,192     10,036  

After five years but within ten years

   32,119     30,490  
  

 

 

   

 

 

 

Total

   118,626     80,419  
  

 

 

   

 

 

 

 (i)Insurance companies inOther loans are mainly debt investment plans. As at 31 December 2013, RMB62,200 million of debt investment plans had been managed by China Life Asset Management Company Limited (“AMC”), a subsidiary of the Company, of which RMB34,920 million was owned by the Group. Meanwhile, the Group also owned RMB20,187 million of debt investments plans managed by other insurance asset management companies. All debt investment plans are required to deposit an amount equal to 20%either guaranteed by third parties or with pledge, or having the national annual budget income as the source of their registered capital with banks designated by CIRC. These funds mayrepayment. The Group did not be usedguarantee or provide any financing support for any purpose, other than to pay off debts during a liquidation proceeding.loans, and considers that the carrying value of other loans represents our maximum risk exposure.

During the year ended 31 December 2013, the asset management fee of debt investment plans received by AMC is RMB106 million.

F-51


CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

89
FINANCIAL ASSETS (continued)

8.59.3Term deposits

   

As at 31

December 2013

   

As at 31

December 2012

 
   RMB million   RMB million 

Maturing:

    

Within one year

   74,932     92,045  

After one year but within five years

   579,242     548,435  

After five years but within ten years

   10,000     600  
  

 

 

   

 

 

 

Total

   664,174     641,080  
  

 

 

   

 

 

 

9.4
Statutory deposits-restricted

   

As at 31

December 2013

   

As at 31

December 2012

 
   RMB million   RMB million 

Contractual maturity schedule

    

Within one year

   —       3,933  

After one year but within five years

   6,153     2,220  
  

 

 

   

 

 

 

Total

   6,153     6,153  
  

 

 

   

 

 

 

Insurance companies in China are required to deposit an amount equal to 20% of their registered capital with banks in conformity with regulations of CIRC. These funds may not be used for any purpose, other than to pay off debts during liquidation proceedings.

9.5Available-for-sale securities
         
  As at 31 December 2010  As at 31 December 2009 
  RMB million  RMB million 
         
Debt securities
        
Government bonds  57,871   51,996 
Government agency bonds  145,538   165,231 
Corporate bonds  125,423   102,553 
Subordinated bonds/debts  25,620   21,045 
       
         
Subtotal
  354,452   340,825 
       
         
Equity securities
        
Funds  95,754   75,798 
Common stocks  97,915   100,876 
       
         
Subtotal
  193,669   176,674 
       
         
Total
  548,121   517,499 
       
         
Debt securities
        
Listed in mainland, PRC  29,618   28,086 
Listed in Hong Kong, PRC  13    
Unlisted  324,821   312,739 
       
         
Subtotal
  354,452   340,825 
       
         
Equity securities
        
Listed in mainland, PRC  104,100   97,803 
Listed in Hong Kong, PRC  5,845   13,570 
Unlisted  83,724   65,301 
       
         
Subtotal
  193,669   176,674 
       
         
Total
  548,121   517,499 
       

   

As at 31

December 2013

   

As at 31

December 2012

 
   RMB million   RMB million 

Debt securities

    

Government bonds

   31,435     42,946  

Government agency bonds

   119,739     135,870  

Corporate bonds

   165,001     139,286  

Subordinated bonds/debts

   23,579     31,488  

Other (i)

   232     —    
  

 

 

   

 

 

 

Subtotal

   339,986     349,590  
  

 

 

   

 

 

 

Equity securities

    

Funds

   58,052     57,019  

Common stocks

   77,250     96,361  

Other (i)

   16,239     3,446  
  

 

 

   

 

 

 

Subtotal

   151,541     156,826  
  

 

 

   

 

 

 

Total

   491,527     506,416  
  

 

 

   

 

 

 

 (i)Other available-for-sale securities mainly include equity investment plans, private equity funds and etc. The unlistedGroup did not guarantee or provide any financing support for other available-for-sale securities, refer to equtiyand considers that the carrying value of other available-for-sale securities not traded on stock exchanges and include both debt securities traded on the interbank market in China and debt securities not publicly traded.represents our maximum risk exposure.

F-52


CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

89
FINANCIAL ASSETS (continued)

8.59.5
Available-for-sale securities(continued)
securities (continued)
         
Group debt securities As at 31 December 2010  As at 31 December 2009 
- contractual maturity schedule RMB million  RMB million 
         
Maturing        
Within one year  3,804   2,912 
After one year but within five years  40,401   45,607 
After five years but within ten years  129,977   123,719 
After ten years  180,270   168,587 
       
         
Total
  354,452   340,825 
       

 

   

As at 31

December 2013

   

As at 31

December 2012

 
   RMB million   RMB million 

Debt securities

    

Listed in mainland, PRC

   37,652     34,844  

Listed in Singapore

   266     266  

Unlisted

   302,068     314,480  
  

 

 

   

 

 

 

Subtotal

   339,986     349,590  
  

 

 

   

 

 

 

Equity securities

    

Listed in mainland, PRC

   80,638     102,379  

Listed in Hong Kong, PRC

   2,985     2,757  

Unlisted

   67,918     51,690  
  

 

 

   

 

 

 

Subtotal

   151,541     156,826  
  

 

 

   

 

 

 

Total

   491,527     506,416  
  

 

 

   

 

 

 

F-53

Unlisted debt securities include those traded on the Chinese interbank market and those not publicly traded. Unlisted equity securities include those not traded on stock exchanges, which are mainly open-ended funds with public market price quotation.


   

As at 31

December 2013

   

As at 31

December 2012

 

Debt securities- Contractual maturity schedule

  RMB million   RMB million 

Maturing:

    

Within one year

   7,964     5,627  

After one year but within five years

   115,636     70,959  

After five years but within ten years

   117,242     137,962  

After ten years

   99,144     135,042  
  

 

 

   

 

 

 

Total

   339,986     349,590  
  

 

 

   

 

 

 

CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

89
FINANCIAL ASSETS (continued)

8.69.6
Securities at fair value through income
profit or loss
         
  As at 31 December 2010  As at 31 December 2009 
  RMB million  RMB million 
         
Debt securities        
Government bonds  883   2,438 
Government agency bonds  1,915   3,549 
Corporate bonds  4,715   404 
       
         
Subtotal
  7,513   6,391 
       
         
Equity securities        
Funds  575   569 
Common stocks  1,665   2,162 
Warrants  9   11 
       
         
Subtotal
  2,249   2,742 
       
         
Total
  9,762   9,133 
       
         
Debt securities
        
Listed in mainland, PRC  3,497   672 
Unlisted  4,016   5,719 
       
         
Subtotal
  7,513   6,391 
       
         
Equity securities
        
Listed in mainland, PRC  1,697   2,201 
Unlisted  552   541 
       
         
Subtotal
  2,249   2,742 
       
         
Total
  9,762   9,133 
       
The unlisted securities refer to equity securities not traded on stock exchanges and include both debt securities traded on the interbank market in China and debt securities not publicly traded.

 

   

As at 31

December 2013

   

As at 31

December 2012

 
   RMB million   RMB million 

Debt securities

    

Government bonds

   1,489     1,697  

Government agency bonds

   4,659     6,291  

Corporate bonds

   24,608     18,131  
  

 

 

   

 

 

 

Subtotal

   30,756     26,119  
  

 

 

   

 

 

 

Equity securities

    

Funds

   939     2,188  

Common stocks

   2,477     5,728  
  

 

 

   

 

 

 

Subtotal

   3,416     7,916  
  

 

 

   

 

 

 

Total

   34,172     34,035  
  

 

 

   

 

 

 

Debt securities

    

Listed in mainland, PRC

   5,375     5,501  

Unlisted

   25,381     20,618  
  

 

 

   

 

 

 

Subtotal

   30,756     26,119  
  

 

 

   

 

 

 

Equity securities

    

Listed in mainland, PRC

   2,484     6,096  

Unlisted

   932     1,820  
  

 

 

   

 

 

 

Subtotal

   3,416     7,916  
  

 

 

   

 

 

 

Total

   34,172     34,035  
  

 

 

   

 

 

 

F-54

Unlisted debt securities include those traded on the Chinese interbank market and those not publicly traded. Unlisted equity securities include those not traded on stock exchanges, which are mainly open-ended funds with public market price quotation.


CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

89
FINANCIAL ASSETS (continued)

9.7Securities purchased under agreements to resell

   

As at 31

December 2013

   

As at 31

December 2012

 
   RMB million   RMB million 

Maturing:

    

Within 30 days

   8,295     894  

After 30 days but within 90 days

   —       —    
  

 

 

   

 

 

 

Total

   8,295     894  
  

 

 

   

 

 

 

8.79.8
Accrued investment income
         
  As at 31 December 2010  As at 31 December 2009 
  RMB million  RMB million 
         
Bank deposits  9,537   5,987 
Debt securities  8,363   8,030 
Others  293   191 
       
         
Total
  18,193   14,208 
       
         
Current  18,193   14,208 
Non-current      
       
         
Total
  18,193   14,208 
       
         

 

   

As at 31

December 2013

   

As at 31

December 2012

 
   RMB million   RMB million 

Bank deposits

   20,210     16,478  

Debt securities

   13,402     11,642  

Others

   1,105     806  
  

 

 

   

 

 

 

Total

   34,717     28,926  
  

 

 

   

 

 

 

Current

   28,358     28,926  

Non-current

   6,359     —    
  

 

 

   

 

 

 

Total

   34,717     28,926  
  

 

 

   

 

 

 

F-55


CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

910
FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES

The table below presents the carrying value and estimated fair value of major financial assets and liabilities, and investment contracts:

   Carrying value  Estimated fair value (i) 
   As at 31
December
2013
  As at 31
December
2012
  As at 31
December
2013
  As at 31
December
2012
 
   RMB million  RMB million  RMB million  RMB million 

Held-to-maturity securities (ii)

   503,075    452,389    464,996    450,865  

Loans

   118,626    80,419    118,626    80,419  

Term deposits

   664,174    641,080    664,174    641,080  

Statutory deposits-restricted

   6,153    6,153    6,153    6,153  

Available-for-sale securities

   491,527    506,416    491,527    506,416  

Securities at fair value through profit or loss

   34,172    34,035    34,172    34,035  

Securities purchased under agreements to resell

   8,295    894    8,295    894  

Cash and cash equivalents

   21,330    69,452    21,330    69,452  

Investment contracts (iii)

   (65,087  (66,639  (63,772  (65,074

Securities sold under agreements to repurchase

   (20,426  (68,499  (20,426  (68,499

Bonds payable (iii)

   (67,985  (67,981  (65,486  (68,000

 The table below presents the carrying value and estimated fair value of major financial assets and liabilities:
                 
  Carrying value  Estimated fair value 
  As at 31  As at 31  As at 31  As at 31 
  December  December  December  December 
  2010  2009  2010  2009 
  RMB million  RMB million  RMB million  RMB million 
                 
Held-to-maturity securities  246,227   235,099   244,304   235,668 
Loans  36,543   23,081   36,543   23,081 
Term deposits (excluding structured deposits)  441,585   344,710   441,585   344,710 
Structured deposits     273      272 
Statutory deposits-restricted  6,153   6,153   6,153   6,153 
Available-for-sale securities  548,121   517,499   548,121   517,499 
Securities at fair value through income  9,762   9,133   9,762   9,133 
Cash and cash equivalents  47,854   36,197   47,854   36,197 
Investment contracts (ii)  (70,171)  (67,326)  (69,432)  (66,184)
Securities sold under agreements to repurchase  (23,065)  (33,553)  (23,065)  (33,553)
(i)The estimates and judgmentsjudgements to determine the fair value of financial assets are described in Note 3.2.

 
(ii)The fair value of held-to-maturity securities are determined by reference with other debt securities which are measured by fair value. Please refer to Note 4.3. The fair value of held-to-maturity under Level 1 was RMB54,643 million and under Level 2 was RMB410,353 million as at 31 December 2013.

(iii)The fair value of investment contracts and bonds payable are determined by using valuation techniques, with consideration of the present value of expected cash flows arising from contracts using a risk-adjusted discount rate, allowing for risk free rate available on valuation date, the own credit risk and risk margin associated with the future cash flows. Investment contracts at fair value through profit or loss were classified as Level 1. The fair value of investment contracts at amortised cost and bonds payable were classified as Level 3.
10
PREMIUMS RECEIVABLE
The aging of premiums receivable is within 12 months.

11PREMIUMS RECEIVABLE

As at 31 December 2013, the carrying value of premiums receivable within one year is RMB9,871 million (As at 31 December 2012: RMB8,735 million).

12
REINSURANCE ASSETS
         
  As at 31 December 2010  As at 31 December 2009 
  RMB million  RMB million 
         
Long-term insurance contracts ceded (Note 13)  719   701 
Due from reinsurance companies  22   17 
Ceded unearned premiums (Note 13)  57   83 
Claims recoverable from reinsurers (Note 13)  32   31 
       
         
Total
  830   832 
       
         
Current  111   131 
Non-current  719   701 
       
         
Total
  830   832 
       

 

   

As at 31

December 2013

   

As at 31

December 2012

 
   million   RMB million 

Long-term insurance contracts ceded (Note 14)

   846     758  

Due from reinsurance companies

   42     35  

Ceded unearned premiums (Note 14)

   121     101  

Claims recoverable from reinsurers (Note 14)

   60     54  
  

 

 

   

 

 

 

Total

   1,069     948  
  

 

 

   

 

 

 

Current

   223     190  

Non-current

   846     758  
  

 

 

   

 

 

 

Total

   1,069     948  
  

 

 

   

 

 

 

F-56


CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

1213
OTHER ASSETS
         
  As at 31 December 2010  As at 31 December 2009 
  RMB million  RMB million 
         
Land use rights  3,609   3,279 
Due from CLIC (Note 29(f))  598   646 
Advances  219   302 
Others  3,773   2,090 
       
         
Total
  8,199   6,317 
       
         
Current  4,573   2,471 
Non-current  3,626   3,846 
       
         
Total
  8,199   6,317 
       

 

   

As at 31

December 2013

   

As at 31

December 2012

 
   RMB million   RMB million 

Land use rights

   6,183     6,330  

Due from CLIC (Note 31(f))

   549     560  

Automated policy loans

   2,056     1,787  

Tax refundable

   8,175     6,563  

Others

   3,467     2,900  
  

 

 

   

 

 

 

Total

   20,430     18,140  
  

 

 

   

 

 

 

Current

   14,092     11,794  

Non-current

   6,338     6,346  
  

 

 

   

 

 

 

Total

   20,430     18,140  
  

 

 

   

 

 

 

F-57


CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

1314INSURANCE CONTRACTS

(a)Process used to decide on assumptions

 
INSURANCE CONTRACTS
(i)
For the insurance contracts of which future insurance benefits are affected by investment yields of corresponding investment portfolios, the discount rate assumption is based on expected investment returns of the asset portfolio backing these liabilities, considering the impacts of time value on reserves.
(a) Process used to decide on assumptions
(i) For the insurance contracts of which future returns are affected by the investment yields of corresponding investment portfolios, investment return assumptions are applied as discount rates to assess the time value impacts on reserve computation.

In developing discount rate assumptions, the Group considers investment experience, current investment portfolio and trend of the relevant yield curve.curves. The discount rate reflectsrates reflect the future economic outlook as well as the company’sGroup’s investment strategy. The assumed discount raterates with risk margin for the past two yearyears are as follows:

   Discount rate assumptions

As at 31 December 20102013

  4.58%4.80%~5.00%5.00%

As at 31 December 20092012

  4.40%4.80%~5.00%5.00%

For the insurance contracts of which the future returnsinsurance benefits are not affected by the investment yields of the corresponding investment portfolios, the Group use discount rate assumption to assess the time value impactsis based on the “yield“Yield curve of reserve computation benchmark for insurance contracts”, published on the “China Bond” website with consideration includes theof liquidity spreads, taxation impacts and other relevant factors. The assumed discount raterates with risk margin for the past two years are as follows:

   Discount rate assumptions

As at 31 December 20102013

  2.61%3.47%~5.66%5.74%

As at 31 December 20092012

  2.69%3.12%~5.32%5.61%
The

There is uncertainty on discount rate assumption, which is affected by certain factors such as future macro-economy, fiscalmonetary and foreign exchange policies, capital market and availability of investment channel of insurance funds. The Group determines discount rate assumption based on the information obtained at the end of each reporting period including consideration of risk margin.

(ii) The mortality and morbidity assumptions are based on the Group’s historical mortality and morbidity experience. The assumed mortality rates and morbidity rates are varying by age of the insured and contract type.

(ii)The mortality and morbidity assumptions are based on the Group’s historical mortality and morbidity experience. The assumed mortality rates and morbidity rates vary by age of the insured and contract type.

The Group bases its mortality assumptions on China Life Insurance Mortality Table (2000-2003), adjusted where appropriate to reflect the Group’s recent historical mortality experience. The main source of uncertainty with life insurance contracts is that epidemics and wide-ranging lifestyle changes could result in deterioration in future mortality experience, thus leading to an inadequate reserving of liability. Similarly, improvements in longevity due to continuing advancements in medical care and social conditions could result in improvements in longevity that exceed those allowed for in the estimates used to determine the liability for contracts wheremay expose the Group is exposed to longevity risk.

The Group bases its morbidity assumptions for critical illness products on analysis of historical experience and expectations of future developments. There are two main sources of uncertainty. First, wide-ranging lifestyle changes could result in future deterioration in morbidity experience. Second, future development of medical technologies and improved coverage of medical facilities available to policyholders may bring forward the timing of diagnosing critical illness, which demands earlier payment of the critical illness benefits. Both could ultimately result in an inadequate reserving of liability if current morbidity assumptions do not properly reflect such secular trends.

Risk margin is considered in the Group’s mortality and morbidity assumptions.

F-58


CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

1314
INSURANCE CONTRACTS (continued)
(a) Process used to decide on assumptions (continued)
(iii) Expense assumptions are based on expected unit costs with the consideration of risk margin. Such assumptions are affected by actual experience and a number of other factors including inflation and market competition based on information obtained at the end of each reporting period. Components of expense assumptions include cost per policy and percentage of premium as follows:
             
  Individual Life Group Life 
  RMB Per Policy % of Premium RMB Per Policy  % of Premium 
             
As at 31 December 2010 30.4~44.6 0.90%~1.00%  13.1   0.86%
As at 31 December 2009 26.3~38.5 1.05%~1.17%  11.3   1.01%
(iv) The lapse rates and other assumptions are affected by certain factors, such as future macro-economy, availability of financial substitutions, and market competition, which brings uncertainty to these assumptions. The lapse rates and other assumptions are determined with reference to past experience where creditable, current conditions, future expectations and other information obtained at the end of each reporting period.

(a)Process used to decide on assumptions (continued)

(iii)Expense assumptions are based on expected unit costs with the consideration of previous expense study and future trends. Expense assumptions are affected by certain factors such as future inflation and market competition which bring uncertainty to these assumptions. The Group considers risk margin for expense assumptions based on information obtained at the end of each reporting period. Components of expense assumptions include cost per policy and percentage of premium as follows:

  Individual Life Group Life 
  RMB Per Policy  % of Premium RMB Per Policy  % of Premium 

As at 31 December 2013

  37.0~45.0   0.85%~0.90%  14.0    0.90

As at 31 December 2012

  37.0~45.0   0.85%~0.90%  14.0    0.90

(iv)The lapse rates and other assumptions are affected by certain factors, such as future macro- economy, availability of financial substitutions, and market competition, which brings uncertainty to these assumptions. The lapse rates and other assumptions are determined with reference to creditable past experience, current conditions, future expectations and other information.

(v)The Group applied consistent method to determine risk margin. The Group considers risk margin for discount rate, mortality and morbidity and expense assumptions to compensate for the uncertain amount and timing of future cash flow. When determining risk margin, the Group considers historical experience, future expectations and other factors. The Group determines risk margin level by itself as the regulations haven’t imposed any specific requirement on it.

The Group adopted consistent process used to decide on assumptions for the insurance contracts disclosed in this note. On each reporting date, the CompanyGroup reviews the assumptions for reasonable estimates of liability and risk margins,margin, with consideration of all available information, and taking into account the Company’sGroup’s historical experience and expectation of future events.

(b) Net liabilities of insurance contracts
         
  As at 31 December 2010  As at 31 December 2009 
  RMB million  RMB million 
         
Gross
        
Long-term insurance contracts  1,008,896   809,223 
Short term insurance contracts        
- claims and claim adjustment expenses  3,304   2,944 
- unearned premiums  5,935   5,997 
       
         
Total, gross
  1,018,135   818,164 
       
         
Recoverable from reinsurers
        
Long-term insurance contracts (Note 11)  (719)  (701)
Short-term insurance contracts        
- claims and claim adjustment expenses (Note 11)  (32)  (31)
- unearned premiums (Note 11)  (57)  (83)
       
         
Total, ceded
  (808)  (815)
       
         
Net
        
Long-term insurance contracts  1,008,177   808,522 
Short-term insurance contracts        
- claims and claim adjustment expenses  3,272   2,913 
- unearned premiums  5,878   5,914 
       
         
Total, net
  1,017,327   817,349 
       

 

(b)Net liabilities of insurance contracts

F-59

   

As at 31

December 2013

  

As at 31

December 2012

 
   RMB million  RMB million 

Gross

   

Long-term insurance contracts

   1,482,946    1,375,504  

Short-term insurance contracts

   

- Claims and claim adjustment expenses

   4,655    3,078  

- Unearned premiums

   6,896    5,955  
  

 

 

  

 

 

 

Total, gross

   1,494,497    1,384,537  
  

 

 

  

 

 

 

Recoverable from reinsurers

   

Long-term insurance contracts (Note 12)

   (846  (758

Short-term insurance contracts

   

- Claims and claim adjustment expenses (Note 12)

   (60  (54

- Unearned premiums (Note 12)

   (121  (101
  

 

 

  

 

 

 

Total, ceded

   (1,027  (913) 
  

 

 

  

 

 

 

Net

   

Long-term insurance contracts

   1,482,100    1,374,746  

Short-term insurance contracts

   

- Claims and claim adjustment expenses

   4,595    3,024  

- Unearned premiums

   6,775    5,854  
  

 

 

  

 

 

 

Total, net

   1,493,470    1,383,624  
  

 

 

  

 

 

 


CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

1314
INSURANCE CONTRACTS (continued)
(c) Movements in liabilities of short-term insurance contracts

(c)Movements in liabilities of short-term insurance contracts

The table below presents movements in claims and claim adjustment expensesexpense reserve:

         
  2010  2009 
  RMB million  RMB million 
         
- Notified claims  228   352 
- Incurred but not reported  2,716   2,428 
       
         
Total as at 1 January — Gross
  2,944   2,780 
       
         
Cash paid for claims settled in year        
- Cash paid for current year claims  (5,959)  (5,478)
- Cash paid for prior year claims  (2,516)  (2,274)
Claims incurred in year        
- Claims arising in current year  8,826   7,951 
- Claims arising in prior year  9   (35)
       
         
Total as at 31 December — Gross
  3,304   2,944 
       
         
- Notified claims  326   228 
- Incurred but not reported  2,978   2,716 
       
         
Total as at 31 December — Gross
  3,304   2,944 
       

   2013  2012 
   RMB million  RMB million 

Notified claims

   202    354  

Incurred but not reported

   2,876    2,835  
  

 

 

  

 

 

 

Total as at 1 January — Gross

   3,078    3,189  
  

 

 

  

 

 

 

Cash paid for claims settled

   

- Cash paid for current year claims

   (7,106  (5,427

- Cash paid for prior year claims

   (2,712  (2,691

Claims incurred

   

- Claims arising in current year

   11,476    8,056  

- Claims arising in prior years

   (81  (49
  

 

 

  

 

 

 

Total as at 31 December — Gross

   4,655    3,078  
  

 

 

  

 

 

 

Notified claims

   835    202  

Incurred but not reported

   3,820    2,876  
  

 

 

  

 

 

 

Total as at 31 December — Gross

   4,655    3,078  
  

 

 

  

 

 

 

The table below presents movements in unearned premium reserves:

   2013     2012    
   RMB million  RMB million 
   Gross  Ceded  Net  Gross  Ceded  Net 

As at 1 January

   5,955    (101  5,854    5,698    (76  5,622  

Increase

   6,896    (121  6,775    5,955    (101  5,854  

Release

   (5,955  101    (5,854  (5,698  76    (5,622
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

As at 31 December

   6,896    (121  6,775    5,955    (101  5,854  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
                         
  2010  2009 
  RMB million  RMB million 
  Gross  Ceded  Net  Gross  Ceded  Net 
                         
As at 1 January
  5,997   (83)  5,914   5,237   (58)  5,179 
Increase  5,935   (57)  5,878   5,997   (83)  5,914 
Release  (5,997)  83   (5,914)  (5,237)  58   (5,179)
                   
                         
As at 31 December
  5,935   (57)  5,878   5,997   (83)  5,914 
                   
(d) Movements in liabilities of long-term insurance contracts

CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2013

14INSURANCE CONTRACTS (continued)

(d)Movements in liabilities of long-term insurance contracts

The table below presents movements in the liabilities of long-term insurance contracts:

         
  2010  2009 
  RMB million  RMB million 
         
As at 1 January  809,223   654,848 
         
Premiums  303,254   261,905 
Release of liabilities (i)  (138,159)  (127,472)
Accretion of interest  38,298   26,834 
Change in assumptions  (6,382)  (8,085)
Other movements  2,662   1,193 
       
         
As at 31 December
  1,008,896   809,223 
       

   2013  2012 
   RMB million  RMB million 

As at 1 January

   1,375,504    1,190,486  

Premiums

   305,720    306,309  

Release of liabilities (i)

   (264,175  (182,271

Accretion of interest

   64,478    58,259  

Change in assumptions

   

-Change in discount rates

   1,222    (548

-Change in other assumptions (ii)

   271    230  

Other movements

   (74  3,039  
  

 

 

  

 

 

 

As at 31 December

   1,482,946    1,375,504  
  

 

 

  

 

 

 

(i)(i)The release of liabilities mainly consists of payments forrelease due to death or other termination and related expenses, release of residual margin and change of reserves for claims and claim adjustment expenses.

 

F-60


CHINA LIFE INSURANCE COMPANY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
14 
(ii)
For the year ended 31 December 2013, change in other assumptions is mainly caused by change in lapse rates assumptions of certain products, which increased insurance liability by RMB337 million. This change reflected the Group’s most recent experience and future expectations about lapse rate as at reporting date. Changes in other assumptions excluding lapse rates decreased insurance liabilities by RMB66 million.

For the year ended 31 December 2012, change in other assumptions is mainly caused by change in mortality assumptions of certain products, which increased insurance liability by RMB229 million. This change reflected the Group’s most recent historical mortality experience and future expectations as at reporting date. No significant changes were made to other assumptions.

15INVESTMENT CONTRACTS
         
  As at 31  As at 31 
  December 2010  December 2009 
  RMB million  RMB million 
         
Investment contracts with DPF  50,839   50,219 
Investment contracts without DPF        
- At amortised cost  19,248   17,055 
- Designated as at fair value through income  84   52 
       
         
Total
  70,171   67,326 
       

   

As at 31

December 2013

   

As at 31

December 2012

 
   RMB million   RMB million 

Investment contracts with DPF at amortised cost

   46,555     47,977  

Investment contracts without DPF

    

- At amortised cost

   18,507     18,627  

- At fair value through profit or loss

   25     35  
  

 

 

   

 

 

 

Total

   65,087     66,639  
  

 

 

   

 

 

 

The table below presents movements of investment contracts with DPF

         
  2010  2009 
  RMB million  RMB million 
         
As at 1 January
  50,219   51,676 
         
Deposits received  9,459   10,061 
Deposits withdrawn and paid on death and other benefits  (9,990)  (12,488)
Policy fees deducted from account balances  (95)  (221)
Interest credited  1,246   1,191 
       
         
As at 31 December
  50,839   50,219 
       
15
SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE
         
  As at 31  As at 31 
  December 2010  December 2009 
  RMB million  RMB million 
         
Maturing:        
Within thirty days  23,065   25,326 
After thirty but within ninety days     8,227 
       
         
Total
  23,065   33,553 
       
Carrying values of debt securities pledged as collateral representing available-for-sale investments are as follows
         
  As at 31  As at 31 
  December 2010  December 2009 
  RMB million  RMB million 
         
Debt securities pledged  24,377   34,306 
       
         
Total
  24,377   34,306 
       
DPF:

 

   2013  2012 
   RMB million  RMB million 

As at 1 January

   47,977    52,072  

Deposits received

   2,622    6,424  

Deposits withdrawn, payments on death and other benefits

   (5,315  (11,868

Policy fees deducted from account balances

   (13  (30

Interest credited

   1,284    1,379  
  

 

 

  

 

 

 

As at 31 December

   46,555    47,977  
  

 

 

  

 

 

 

F-61


CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

16
OTHER LIABILITIES
BONDS PAYABLE
         
  As at 31 December 2010  As at 31 December 2009 
  RMB million  RMB million 
         
Salary and staff welfare payable  3,780   2,892 
Commission and brokerage payable  1,944   1,320 
Agent deposits  656   659 
Tax payable  378   356 
Payable to constructors  372   317 
Stock appreciation rights (Note 27)  1,192   1,555 
Others  5,424   4,879 
       
         
Total
  13,746   11,978 
       
         
Current  13,746   11,978 
Non-current      
       
         
Total
  13,746   11,978 
       

As at 31 December 2013, all bonds payable were subordinated bonds with total carrying value of RMB67,985 million (as at 31 December 2012: RMB67,981 million) and the par value of RMB68,000 million (as at 31 December 2012: RMB68,000 million).

   

As at 31

December 2013

   

As at 31

December 2012

 
         RMB million   RMB million 

Issue date

  

Maturity date

  Interest rate p.a.  Par Value 

26 October 2011

  26 October 2021   5.50  30,000     30,000  

29 June 2012

  29 June 2022   4.70  28,000     28,000  

5 November 2012

  5 November 2022   4.58  10,000     10,000  
     

 

 

   

 

 

 

Total

      68,000     68,000  
     

 

 

   

 

 

 

The Company issued above three subordinated bonds with a maturity term of 10 years to qualified investors who met the relevant regulatory requirements. The coupon rates per annum for the first 5 years are 5.50%, 4.70%, 4.58%, respectively, for bonds issued on 26 October 2011, 29 June 2012 and 5 November 2012. The Company has the right to call the subordinated bonds at par at the end of the fifth year after issuing. If the Company does not exercise the call option, the coupon rate per annum for the remaining 5 years will be raised by 200 basis points.

Subordinated bonds are measured at amortised cost as described in Note 2.13.

17
STATUTORY INSURANCE FUND
SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE
As required by CIRC Order [2008] No. 2, all insurance companies have to pay statutory insurance fund contribution to the CIRC from 1 January 2009. The Group is subject to statutory insurance fund contribution, (i) at 0.15% and 0.05% of premiums and accumulated policyholder deposits from life policies with guaranteed benefits and life policies without guaranteed benefits, respectively. (ii) at 0.8% and 0.15% of premiums from short-term health policies and long-term health policies, respectively. (iii) at 0.8% of premiums from accident insurance contracts, at 0.08% and 0.05% of accumulated policyholder deposits from accident investment contracts with guaranteed benefits and without guaranteed benefits, respectively. When the accumulated statutory insurance fund contributions reach 1% of the Group’s total assets, no additional contribution to the statutory insurance fund is required.

   

As at 31

December 2013

   

As at 31

December 2012

 
   RMB million   RMB million 

Interbank market

   13,862     68,499  

Stock exchange market

   6,564     —    
  

 

 

   

 

 

 

Total

   20,426     68,499  
  

 

 

   

 

 

 

Maturing:

    

Within 30 days

   17,426     64,499  

After 30 but within 90 days

   3,000     —    

After 90 days

   —       4,000  
  

 

 

   

 

 

 

Total

   20,426     68,499  
  

 

 

   

 

 

 

As at 31 December 2013, bonds with carrying value of RMB14,338 million (as at 31 December 2012: RMB70,515 million) were pledged as collateral for financial assets sold under agreements to repurchase resulting from repurchase transactions entered into by the Group in the interbank market.

For debt repurchase transactions through stock exchange, the Group is required to deposit certain exchange-traded bonds into a collateral pool with fair value converted at a standard rate pursuant to stock exchange’s regulation which should be no less than the balance of related repurchase transaction. As at 31 December 2013, the carrying value of securities deposited in the collateral pool was RMB35,677 million (as at 31 December 2012: Nil). The collateral is restricted from trading during the period of the repurchase transaction.

CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2013

18OTHER LIABILITIES

   

As at 31

December 2013

   

As at 31

December 2012

 
   RMB million   RMB million 

Salary and welfare payable

   4,792     4,035  

Interest payable to policyholder

   4,014     3,492  

Commission and brokerage payable

   1,630     2,459  

Interest payable of subordinated debts

   1,039     1,044  

Stock appreciation rights (Note 29)

   770     841  

Payable to constructors

   1,708     761  

Agent deposits

   682     686  

Tax payable

   377     403  

Others

   3,221     2,714  
  

 

 

   

 

 

 

Total

   18,233     16,435  
  

 

 

   

 

 

 

Current

   18,233     16,435  

Non-current

   —       —    
  

 

 

   

 

 

 

Total

   18,233     16,435  
  

 

 

   

 

 

 

CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2013

19
STATUTORY INSURANCE FUND

As required by CIRC Order [2008] No. 2,Measures for Administration of Statutory Insurance Fund, all insurance companies have to pay statutory insurance fund contribution to the CIRC from 1 January 2009. The Group is subject to statutory insurance fund contribution, (i) at 0.15% and 0.05% of premiums and accumulated policyholder deposits from life policies with guaranteed benefits and life policies without guaranteed benefits, respectively; (ii) at 0.8% and 0.15% of premiums from short-term health policies and long-term health policies, respectively; (iii) at 0.8% of premiums from accident insurance contracts, at 0.08% and 0.05% of accumulated policyholder deposits from accident investment contracts with guaranteed benefits and without guaranteed benefits, respectively. When the accumulated statutory insurance fund contributions reach 1% of the Group’s total assets, no additional contribution to the statutory insurance fund is required.

20INVESTMENT INCOME
             
  For the year ended 31 December 
  2010  2009  2008 
  RMB million  RMB million  RMB million 
             
Debt securities            
– held-to-maturity securities  10,538   9,882   9,245 
– available-for-sale securities  14,962   13,580   13,074 
– at fair value through income  86   297   371 
Equity securities            
– available-for-sale securities  5,211   3,108   9,563 
– at fair value through income  40   38   530 
Bank deposits  16,363   10,805   11,378 
Loans  1,583   1,172   696 
Securities purchased under agreements to resell  89   8   89 
          
             
Total
  48,872   38,890   44,946 
          
Included

   For the year ended 31 December 
   2013   2012   2011 
   RMB million   RMB million   RMB million 

Debt securities

      

– held-to-maturity securities

   22,588     15,194     10,691  

– available-for-sale securities

   16,188     16,219     16,935  

– at fair value through profit or loss

   963     911     449  

Equity securities

      

– available-for-sale securities

   3,408     4,773     4,876  

– at fair value through profit or loss

   579     656     37  

Bank deposits

   32,667     30,512     24,978  

Loans

   5,773     4,339     2,658  

Securities purchased under agreements to resell

   556     633     98  

Others

   94     6     —    
  

 

 

   

 

 

   

 

 

 

Total

   82,816     73,243     60,722  
  

 

 

   

 

 

   

 

 

 

For the year ended 31 December 2013, included in investment income is interest income of RMB 43,621RMB78,829 million (2009: RMB 35,744(2012: RMB67,814 million, 2008: RMB 34,8532011: RMB55,809 million). All interest income is accrued using the effective interest method.

The investment income from listed debt and equity securities for the year ended 31 December 2013 was RMB6,395 million (2012: RMB6,009 million, 2011: RMB5,105 million). The investment income from unlisted debt and equity securities for the year ended 31 December 2010 are RMB 4,7972013 was RMB37,331 million and RMB 26,038(2012: RMB31,744 million, respectively (2009: RMB 3,422 million and RMB 23,483 million, 2008: RMB 10,103 million and RMB 23,4832011: RMB27,883 million).

F-62


CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

1921
NET REALISED GAINS AND IMPAIRMENT ON FINANCIAL ASSETS
             
  For the year ended 31 December 
  2010  2009  2008 
  RMB million  RMB million  RMB million 
             
Debt securities            
Net realised gains  508   3,146   422 
Reversal of impairment  76   200   2,023 
          
             
Subtotal
  584   3,346   2,445 
          
             
Equity securities            
Net realised gains  17,028   20,248   7,335 
Impairment  (1,771)  (2,350)  (15,744)
          
             
Subtotal
  15,257   17,898   (8,409)
          
             
Total
  15,841   21,244   (5,964)
          

   For the year ended 31 December 
   2013  2012  2011 
   RMB million  RMB million  RMB million 

Debt securities

    

Net realised gains

   385    1,192    433  

Reversal of impairment

   —      51    11  
  

 

 

  

 

 

  

 

 

 

Subtotal

   385    1,243    444  
  

 

 

  

 

 

  

 

 

 

Equity securities

    

Net realised gains

   9,211    2,975    1,272  

Impairment

   (3,803  (31,094  (12,924
  

 

 

  

 

 

  

 

 

 

Subtotal

   5,408    (28,119  (11,652
  

 

 

  

 

 

  

 

 

 

Total

   5,793    (26,876  (11,208
  

 

 

  

 

 

  

 

 

 

Net realised gains and impairment on financial assets are from available-for-sale securities.

During the year ended 31 December 2013, the Group recognized impairment charge of RMB142 million (2012: RMB14,950 million, 2011: RMB4,133 million) of available-for-sale funds, RMB3,517 million (2012: RMB15,980 million, 2011: RMB8,791 million) of available-for-sale common stocks and RMB144 million (2012: RMB164 million, 2011: Nil) of other available-for-sale securities, for which the Group determined that objective evidence of impairment existed.

22Net realised gains on financial assets are from available-for-sale securities.
During the year ended 31 December 2010, the Group recognized impairment expense of RMB 1,771 million (2009: RMB 2,350 million, 2008: RMB 15,744 million) of available-for-sale securities for which the Group determined that objective evidence of impairment existed.
20
NET FAIR VALUE GAINS / (LOSSES) THROUGH INCOME
PROFIT OR LOSS
             
  For the year ended 31 December 
  2010  2009  2008 
  RMB million  RMB million  RMB million 
             
Debt securities  403   (250)  300 
Equity securities  (486)  1,726   (7,494)
Stock appreciation rights  363   (27)   
          
             
Total
  280   1,449   (7,194)
          

 

   For the year ended 31 December 
   2013  2012  2011 
   RMB million  RMB million  RMB million 

Debt securities

   (239  47    (405

Equity securities

   305    (88  134  

Stock appreciation rights

   71    (272  608  
  

 

 

  

 

 

  

 

 

 

Total

   137    (313  337  
  

 

 

  

 

 

  

 

 

 

F-63


CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

2123
INSURANCE BENEFITS AND CLAIMS EXPENSES
             
  Gross  Ceded  Net 
  RMB million  RMB million  RMB million 
             
For the year ended 31 December 2010
            
Life insurance death and other benefits  71,255   (18)  71,237 
Accident and health claims and claim adjustment expenses  8,835   (95)  8,740 
Increase in insurance contracts liabilities  199,673   (18)  199,655 
          
             
Total insurance benefits and claims expenses
  279,763   (131)  279,632 
          
             
For the year ended 31 December 2009
            
Life insurance death and other benefits  74,876   (18)  74,858 
Accident and health claims and claim adjustment expenses  7,909   (101)  7,808 
Increase in insurance contracts liabilities  154,374   (2)  154,372 
          
             
Total insurance benefits and claims expenses
  237,159   (121)  237,038 
          
             
For the year ended 31 December 2008
            
Life insurance death and other benefits  89,677   (18)  89,659 
Accident and health claims and claim adjustment expenses  7,703   (62)  7,641 
Increase in insurance contracts liabilities  134,690   (41)  134,649 
          
             
Total insurance benefits and claims expenses
  232,070   (121)  231,949 
          

   Gross   Ceded  Net 
   RMB million   RMB million  RMB million 

For the year ended 31 December 2013

    

Life insurance death and other benefits

   193,755     (84  193,671  

Accident and health claims and claim adjustment expenses

   11,392     (129  11,263  

Increase in insurance contracts liabilities

   107,442     (88  107,354  
  

 

 

   

 

 

  

 

 

 

Total

   312,589     (301  312,288  
  

 

 

   

 

 

  

 

 

 

For the year ended 31 December 2012

    

Life insurance death and other benefits

   107,688     (14  107,674  

Accident and health claims and claim adjustment expenses

   8,011     (113  7,898  

Increase in insurance contracts liabilities

   185,018     (28  184,990  
  

 

 

   

 

 

  

 

 

 

Total

   300,717     (155  300,562  
  

 

 

   

 

 

  

 

 

 

For the year ended 31 December 2011

    

Life insurance death and other benefits

   101,362     (13  101,349  

Accident and health claims and claim adjustment expenses

   7,903     (114  7,789  

Increase in insurance contracts liabilities

   181,590     (11  181,579  
  

 

 

   

 

 

  

 

 

 

Total

   290,855     (138  290,717  
  

 

 

   

 

 

  

 

 

 

2224
INVESTMENT CONTRACT BENEFITS

Benefits of investment contracts are mainly the interest credited to investment contracts.

25Benefits of investment contract are mainly the interest credited to investment contracts and universal life contracts.FINANCE COSTS

   For the year ended 31 December 
   2013   2012   2011 
   RMB million   RMB million   RMB million 

Interest expenses for bonds payable

   3,423     2,394     303  

Interest expenses for securities sold under agreements to repurchase

   609     181     570  
  

 

 

   

 

 

   

 

 

 

Total

   4,032     2,575     873  
  

 

 

   

 

 

   

 

 

 

2326
PROFIT BEFORE INCOME TAX
Profit before income tax is stated after charging the following:
             
  For the year ended 31 December 
  2010  2009  2008 
  RMB million  RMB million  RMB million 
             
Employee salary and welfare cost  8,240   7,773   5,089 
Housing benefits  507   472   336 
Contribution to the defined contribution pension plan  1,344   1,182   873 
Depreciation and amortisation  1,802   1,560   1,358 
Interest expenses on securities sold under the agreements to repurchase  304   111   438 
Exchange loss  392   28   907 
Auditor’s remuneration  65   71   64 
          

Profit before income tax is stated after charging the following:

 

   For the year ended 31 December 
   2013   2012   2011 
   RMB million   RMB million   RMB million 

Employee salaries and welfare cost

   10,789     9,699     8,416  

Housing benefits

   740     643     552  

Contribution to the defined contribution pension plan

   1,932     1,743     1,555  

Depreciation and amortisation

   2,026     1,949     1,909  

Exchange loss

   437     49     547  

Auditors’ remuneration

   52     65     65  

F-64


CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

2427
TAXATION

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax relates to the same fiscal authority.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax relate to the same fiscal authority.
(a)The amount of taxation charged to the net profit representsrepresents:
             
  2010  2009  2008 
  RMB million  RMB million  RMB million 
             
Current taxation — Enterprise income tax  6,420   6,299   2,078 
Deferred taxation  777   2,410   (1,393)
          
             
Taxation charges  7,197   8,709   685 
          

   For the year ended 31 December 
   2013   2012  2011 
   RMB million   RMB million  RMB million 

Current taxation-Enterprise income tax

   428     1,581    4,355  

Deferred taxation

   4,015     (1,885  (2,333
  

 

 

   

 

 

  

 

 

 

Taxation charges

   4,443     (304  2,022  
  

 

 

   

 

 

  

 

 

 

(b)The reconciliation between the Group’s effective tax rate and the statutory tax rate of 25% in the PRC (for the year ended 31 December 2009:2012 and 2011: 25%) is as follows:
                 
      2010  2009  2008 
      RMB million  RMB million  RMB million 
                 
Profit before income tax      41,008   41,745   19,959 
                 
Tax computed at the statutory tax rate      10,252   10,436   4,990 
Non-taxable income  (i)  (3,413)  (2,627)  (4,524)
Additional tax liability from expenses not deductible for tax purposes  (i)  317   520   196 
Unused tax losses      41   25   23 
Other         355    
              
                 
Income taxes at effective tax rate      7,197   8,709   685 
              

   For the year ended 31 December 
   2013  2012  2011 
   RMB million  RMB million  RMB million 

Profit before income tax

   29,451    10,968    20,513  

Tax computed at the statutory tax rate

   7,363    2,742    5,128  

Non-taxable income (i)

   (3,172  (3,462  (3,511

Expenses not deductible for tax purposes (i)

   200    364    325  

Unused tax losses

   51    49    57  

Others

   1    3    23  
  

 

 

  

 

 

  

 

 

 

Income tax at the effective tax rate

   4,443    (304  2,022  
  

 

 

  

 

 

  

 

 

 

(i)(i)Non-taxable income mainly includes interest income from government bonds and fund.funds. Expenses not deductible for tax purposes mainly include commission, brokerage and donation expenses that do not meet the criteria for deduction set byaccording to the relevant tax regulations.

F-65


CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

2427
TAXATION (continued)

(c)As at 31 December 2010,2013 and 31 December 2012, deferred income taxationtax was calculated in full on temporary differences under the liability method using a principal taxationtax rate of 25%. The movements in deferred tax assets and liabilities during the year are as follows:

Deferred tax assets / (liabilities)

   Insurance  Investments  Others  Total 
   RMB million  RMB million  RMB million  RMB million 
   (i)  (ii)  (iii)    

As at 1 January 2012

   (12,266  9,857    955    (1,454

(Charged) / credited to net profit

   (180  2,128    (63  1,885  

(Charged) / credited to other comprehensive income

    

- Available-for-sale securities

   —      (8,924  —      (8,924

- Portion of fair value gains on available-for-sale securities allocated to participating policyholders

   659    —      —      659  
  

 

 

  

 

 

  

 

 

  

 

 

 

As at 31 December 2012

   (11,787  3,061    892    (7,834
  

 

 

  

 

 

  

 

 

  

 

 

 

As at 1 January 2013

   (11,787  3,061    892    (7,834

(Charged) / credited to net profit

   820    (5,024  189    (4,015

(Charged) / credited to other comprehensive income

    

- Available-for-sale securities

   —      7,731    —      7,731  

- Portion of fair value losses on available-for-sale securities allocated to participating policyholders

   (660  —      —      (660

- Others

   —      (21  —      (21

Others

   —      (120  —      (120
  

 

 

  

 

 

  

 

 

  

 

 

 

As at 31 December 2013

   (11,627  5,627    1,081    (4,919
  

 

 

  

 

 

  

 

 

  

 

 

 

 
Deferred tax
                 
  Insurance  Investment  Others  Total 
  RMB  RMB  RMB  RMB 
  million  million  million  million 
  (i)  (ii)  (iii)    
                 
As at 1 January 2009  (9,452)  (1,473)  581   (10,344)
(Charged) / credited to net profit  (79)  (2,404)  73   (2,410)
(Charged) / credited to other comprehensive income                
- Available-for-sale securities     (4,607)     (4,607)
- Portion of fair value gains on available-for-sale securities allocated to participating policyholders  1,000         1,000 
             
Subtotal  1,000   (4,607)     (3,607)
             
                 
As at 31 December 2009
  (8,531)  (8,484)  654   (16,361)
             
                 
As at 1 January 2010  (8,531)  (8,484)  654   (16,361)
(Charged) / credited to net profit  (604)  (376)  203   (777)
(Charged) / credited to other comprehensive income                
- Available-for-sale securities     7,358      7,358 
- Portion of fair value losses on available-for-sale securities allocated to participating policyholders  (1,996)        (1,996)
             
Subtotal  (1,996)  7,358      5,362 
             
                 
As at 31 December 2010
  (11,131)  (1,502)  857   (11,776)
             
(i)The deferred tax arising from the insurance category is mainly related to the change of long-term insurance contracts liabilities at 31 December 2008 as a result of the first time adoption of IFRS in 2009 and the temporary differencedifferences of short durationshort-term insurance contracts liabilities and policyholder dividend payables;payables.

 
(ii)The deferred tax arising from the investmentinvestments category is mainly related to the temporary differencedifferences of unrealised gains/(losses) of, which includes available-for-sale securities, and securities at fair value through income;profit or loss.

 
(iii)The deferred tax arising from the other categoryothers is mainly related to the temporary differencedifferences of employee salarysalaries and welfare cost payables.

F-66


CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

2427
TAXATION (continued)

(d)The analysis of deferred tax assets and deferred tax liabilities is as follows:
         
  As at 31  As at 31 
  December 2010  December 2009 
  RMB million  RMB million 
         
Deferred tax assets:        
- deferred tax assets to be recovered after more than 12 months  3,217   6,063 
- deferred tax assets to be recovered within 12 months  617   592 
       
         
Subtotal
  3,834   6,655 
       
         
Deferred tax liabilities:        
- deferred tax liabilities to be settled after more than 12 months  (15,262)  (22,668)
- deferred tax liabilities to be settled within 12 months  (348)  (348)
       
         
Subtotal
  (15,610)  (23,016)
       
         
Total net deferred income tax liabilities
  (11,776)  (16,361)
       

 

   

As at 31

December 2013

  

As at 31

December 2012

 
   RMB million  RMB million 

Deferred tax assets:

   

- deferred tax assets to be recovered after 12 months

   7,084    6,729  

- deferred tax assets to be recovered within 12 months

   1,827    1,342  
  

 

 

  

 

 

 

Subtotal

   8,911    8,071  
  

 

 

  

 

 

 

Deferred tax liabilities:

   

- deferred tax liabilities to be settled after 12 months

   (13,557  (15,555

- deferred tax liabilities to be settled within 12 months

   (273  (350
  

 

 

  

 

 

 

Subtotal

   (13,830  (15,905
  

 

 

  

 

 

 

Net deferred tax liabilities

   (4,919  (7,834
  

 

 

  

 

 

 

F-67

28EARNINGS PER SHARE

There is no difference between basic and diluted earnings per share. The basic and diluted earnings per share for the year ended 31 December 2013 are based on the net profit for the year attributable to equity holders of the Company and the weighted average number of 28,264,705,000 ordinary shares (for the year ended 31 December 2012 and 2011: 28,264,705,000 ordinary shares).


CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

2529
EARNINGS PER SHARE
There is no difference between basic and diluted earnings per share. The basic and diluted earnings per share for the year ended 31 December 2010 are based on the weighted average number of 28,264,705,000 ordinary shares (for the year ended 31 December 2009: 28,264,705,000).
26
STOCK APPRECIATION RIGHTS

The Board of Directors of the Company approved, on 5 January 2006, an award of stock appreciation rights of 4.05 million units and on 21 August 2006, another award of stock appreciation rights of 53.22 million units to eligible employees. The exercise prices of the two awards were HKD5.33 and HKD6.83, respectively, the average closing price of shares in the five trading days prior to 1 July 2005 and 1 January 2006, the dates for vesting and exercise price setting purposes of this award. The exercise prices of stock appreciation rights were the average closing price of the shares in the five trading days prior to the date of the award. Upon the exercise of stock appreciation rights, exercising recipients will receive payments in RMB, subject to any withholding tax, equal to the number of stock appreciation rights exercised times the difference between the exercise price and market price of the H shares at the time of exercise.

Stock appreciation rights have been awarded in units, with each unit representing the value of one H share. No shares of common stock will be issued under the stock appreciation rights plan. According to the Company’s plan, all stock appreciation rights will have an exercise period of five years from date of award and will not be exercisable before the fourth anniversary of the date of award unless specified market or other conditions have been met. On 26 February 2010, the Board of Directors of the Company extended the exercise period of all stock appreciation rights subject to government policy.

All the stock appreciation rights awarded were fully vested as at 31 December 2013. As at 31 December 2013, there were 55.01 million units outstanding and exercisable (as at 31 December 2012: 55.01 million). As at 31 December 2013, the amount of intrinsic value for the vested stock appreciation rights is RMB757 million (as at 31 December 2012: RMB828 million).

The fair value of the stock appreciation rights is estimated on the date of valuation at each reporting date using lattice-based option valuation models based on expected volatility from 25% to 45%, an expected dividend yield of no higher than 1% and risk-free interest rate from 0.15% to 0.25%.

The Company recognised a gain of RMB71 million in the net fair value through profit or loss in the consolidated comprehensive income representing the fair value change of the rights during the year ended 31 December 2013 (2012 fair value loss: RMB272 million, 2011 fair value gain: RMB608 million). There was no reversal of reversed cost due to the abstentions of the stock appreciation rights during the year ended 31 December 2013 and 2012 (2011:RMB15 million). RMB757 million and RMB13 million were included in salary and staff welfare payable included under Other Liabilities for the units not exercised and exercised but not paid as at 31 December 2013 (as at 31 December 2012, RMB828 million and RMB13 million), respectively. There was no unrecognised compensation cost for the stock appreciation rights as at 31 December 2013 (as at 31 December 2012: Nil).

30The Board of Directors of the Company approved, on 5 January 2006, an award of stock appreciation rights of 4.05 million units and on 21 August 2006, another award of stock appreciation rights of 53.22 million units to eligible employees. The exercise prices of the two awards were HK$5.33 and HK$6.83, respectively, the average closing price of shares in the five trading days prior to 1 July 2005 and 1 January 2006, the dates for vesting and exercise price setting purposes of this award. The exercise price of stock appreciation rights was the average closing price of the shares in the five trading days prior to the date of the award. Upon the exercise of stock appreciation rights, exercising recipients will receive payments in RMB, subject to any withholding tax, equal to the number of stock appreciation rights exercised times the difference between the exercise price and market price of the H shares at the time of exercise.
Stock appreciation rights have been awarded in units, with each unit representing the value of one H share. No shares of common stock will be issued under the stock appreciation rights plan. According to the Company’s plan, all stock appreciation rights will have an exercise period of five years from date of award and will not be exercisable before the fourth anniversary of the date of award unless specified market or other conditions have been met. On 26th February 2010, the Board of Directors of the Company extended the exercise period of all stock appreciation rights and the exercise period will depend on the government policy.
No stock appreciation right was exercised, forfeited or expired in 2010. As at 31 December 2010, there are 55.71 million units outstanding (as at 31 December 2009: 55.71 million) and 55.71 million units exercisable (as at 31 December 2009: 55.71 million). As at 31 December 2010, the amount of intrinsic value for the vested stock appreciation rights is RMB 1,185 million (as at 31 December 2009: RMB 1,551 million).
The fair value of the stock appreciation rights is estimated on the date of valuation using lattice-based option valuation models based on expected volatility from 60% to 70%, an expected dividend yield of no higher than 0.5% and risk-free interest rate from 0.2% to 0.3%.
All the stock appreciation rights awarded were fully vested as at 31 December 2010. The Company recognized a gain of RMB 363 million in the fair value gain in the consolidated comprehensive income representing the fair value change of the rights for the year ended 31 December 2010. For the year ended 31 December 2009, the Company charged compensation cost of RMB 839 million representing the fair value change of the rights before they are fully vested. RMB 1,179 million and RMB 13 million were included in salary and staff welfare payable included under Other Liabilities for the units not exercised and exercised but not paid as at 31 December 2010 (as at 31 December 2009, RMB 1,542 million and RMB 13 million respectively). No unrecognized compensation cost due to the stock appreciation rights as at 31 December 2010.
DIVIDENDS
27
DIVIDENDS
Pursuant to the equity holders’ approval at the Annual General Meeting in April 2010, a final dividend of RMB 0.70 per ordinary share totalling RMB 19,785 million in respect of the year ended 31 December 2009 was declared and was paid in 2010. These dividends have been recorded in the consolidated financial statements for the year ended 31 December 2010.
Pursuant to a resolution passed at the meeting of the Board of Directors on 22 March 2011, a final dividend of RMB 0.40 per ordinary share totalling approximately RMB 11,306 million for the year ended 31 December 2010 was proposed for equity holders’ approval at the Annual General Meeting. The dividend has not been provided in the consolidated financial statements for the year ended 31 December 2010.

Pursuant to the shareholders’ approval at the Annual General Meeting in June 2013, a final dividend of RMB0.14 per ordinary share totalling RMB3,957 million in respect of the year ended 31 December 2012 was declared and paid in 2013. The dividend has been recorded in the consolidated financial statements for the year ended 31 December 2013.

F-68

Pursuant to the shareholders’ approval at the Annual General Meeting in May 2012, a final dividend of RMB0.23 per ordinary share totalling RMB6,501 million in respect of the year ended 31 December 2011 was declared and paid in 2012. The dividend has been recorded in the consolidated financial statements for the year ended 31 December 2012.


Pursuant to the shareholders’ approval at the Annual General Meeting in June 2011, a final dividend of RMB0.40 per ordinary share totalling RMB11,306 million in respect of the year ended 31 December 2010 was declared and paid in 2011. The dividend has been recorded in the consolidated financial statements for the year ended 31 December 2011.

Pursuant to a resolution passed at the meeting of the Board of Directors on 25 March 2014, a final dividend of RMB0.30 per ordinary share totalling approximately RMB8,479 million for the year ended 31 December 2013 was proposed for shareholders’ approval at the forthcoming Annual General Meeting. The dividend has not been recorded in the consolidated financial statements for the year ended 31 December 2013.

CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

2831
SIGNIFICANT RELATED PARTY TRANSACTIONS

(a)
Related parties

The table set forth below summarises the names of significant related parties and nature of relationship with the Company as at 31 December 2013:

Significant related parties

  Related parties are those parties which have the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence. The table set forth below summarises the names of significant related parties and nature of relationship with the Company as at 31 December 2010:
Significant related party

Relationship with the Company

CLIC

  
CLICTheImmediate and ultimate holding company
China Life Asset Management Company Limited (“AMC”)

AMC

  A subsidiary of the Company

China Life Pension Company Limited (“Pension Company”)

  A subsidiary of the Company

China Life (Suzhou) Pension and Retirement Investment
Company Limited (“Suzhou Pension Company”)

A subsidiary of the Company

Sino-Ocean

  An associate of the Company
GDB

CGB

  An associate of the Company

CLP&C

  An associate of the Company and under common control

COFCO Futures

An associate of the ultimate holding companyCompany

China Life Real Estate Co., Limited (“CLRE”)

A subsidiary of a subsidiary of the ultimate holding company
China Life Insurance (Overseas) Co., Limited (“China Life Overseas”)

  Under common control of the ultimate holding companyCLIC

China Life Franklin Asset Management Co,Insurance (Overseas) Company Limited (“AMC HK”China Life Overseas”)

  A subsidiaryUnder common control of aCLIC

AMC HK

An indirect subsidiary of the Company

China Life AMP Asset Management Company (“CL AMP”)

An indirect subsidiary of the Company

China Life Investment Holding Company Limited (“IHC”CLI”)

  Under common control of the ultimate holding companyCLIC

China Life Enterprise Annuity Fund (“EAP”)

  A pension fund operated for the benefit of employees injointly set up by the Company and AMCothers.

China Life Yuantong Property Company Limited (“China Life Yuantong”)

Under common control of CLIC

(b)
Information of the parent company is as follows:
Related parties with control relationship

Information of the parent company is as follows:

Name

  

Location of
registration

  

Principal business

  

Relationship

Legal
Location ofwith the company

  Nature ofRepresent
NameregistrationPrincipal businesscompany
economic
  ative
Legal
Representative
CLIC  Beijing, China  Life,Insurance services including receipt of premiums and payment of benefits in respect of the in-force life, health, and accident insurance and other types of personal insurance business, and reinsurance. Fundsthe reinsurance business; holding or investing in domestic and overseas insurance companies or other financial insurance institutions; funds management business permitted by national laws and regulations or approved by State Council of the People’s Republic of China. Provision of various types of personal insurance services, consulting and agency services. OtherChina; other business approved by CIRC and otherinsurance regulatory departmentagencies.  

Immediate

and ultimate

holding company

  State -
owned
  Chao Yang
Refer to Note 34 for basic and related information of subsidiaries.

Mingsheng

F-69


CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

2831
SIGNIFICANT RELATED PARTY TRANSACTIONS (continued)

(c)
Registered capital of related parties with control relationship and changes during the year
                 
  As at 31 December          As at 31 December 
  2009  Increase  Decrease  2010 
Name of related party RMB million  RMB million  RMB million  RMB million 
 
CLIC  4,600         4,600 
AMC  3,000         3,000 
Pension Company  2,500         2,500 
HK AMC HK dollar 60 million       HK dollar 60 million

As at 31 December

2012

IncreaseDecrease

As at 31 December

2013

Name of related party

millionmillionmillionmillion

CLIC

RMB4,600—  —  RMB4,600

AMC

RMB3,000—  —  RMB3,000

Pension Company

RMB2,500—  —  RMB2,500

AMC HK

HKD60—  —  HKD60

Suzhou Pension Company (i)

—  RMB300—  RMB300

CL AMP (i)

—  RMB588—  RMB588

(i)Suzhou Pension Company and CL AMP were incorporated in September and November 2013, respectively.

(d)
Percentage of holding of related parties with control relationship and changes during the year
                         
  As at 31 December 2009          As at 31 December 2010 
  Amount  Percentage of  Increase  Decrease  Amount  Percentage of 
Equity holder RMB million  holding  RMB million  RMB million  RMB million  holding 
                         
CLIC (i)  19,324   68.40%        19,324   68.40%
                   
 
  As at 31 December 2009          As at 31 December 2010 
  Amount  Percentage of  Increase  Decrease  Amount  Percentage of 
Subsidiaries RMB million  holding  RMB million  RMB million  RMB million  holding 
                         
AMC (ii)  1,680  60.00% directly         1,680  60.00% directly 
Pension Company(ii)  2,305  92.20% directly and indirectly        2,305  92.20% directly and indiretly 
AMC HK (ii)  HK dollar 30 million  50.00% indirectly        HK dollar 30 million  50.00% indirectly 
(i)CLIC holds 68.40% of the Company’s registered capital and has the power to control the Company.
(ii)They are subsidiaries and have been controlled by the Company.

 

   As at 31 December 2012          As at 31 December 2013 
   Amount   Percentage of  Increase   Decrease   Amount   Percentage of 

Shareholder

  million   holding  million   million   million   holding 

CLIC

   RMB19,324     68.37  —       —       RMB19,324     68.37
   As at 31 December 2012          As at 31 December 2013 
   Amount   Percentage of  Increase   Decrease   Amount   Percentage of 

Subsidiaries

  million   holding  million   million   million   holding 

AMC

   RMB1,680     60.00% directly    —       —       RMB1,680     60.00% directly  

Pension Company

   RMB2,305     

 

92.20% directly

and indirectly

  

  

  —       —       RMB2,305     

 

92.20% directly

and indirectly

  

  

AMC HK

   HKD30     50.00% indirectly    —       —       HKD30     50.00% indirectly  

Suzhou Pension Company

   —       —      RMB300     —       RMB300     100% directly  

CL AMP

   —       —      RMB500     —       RMB500     

 

85.03%

indirectly

  

  

F-70


CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

2831
SIGNIFICANT RELATED PARTY TRANSACTIONS (continued)

(e)
Transactions with significant related parties
The following table summarises significant transactions carried out by the Group with its significant related parties for the year ended 31 December 2010.
               
    For the year ended 31 December 
   2010  2009  2008 
  Note RMB million  RMB million  RMB million 
               
Transactions with CLIC and its subsidiaries
              
Policy management fee income earned from CLIC (i)  1,154   1,193   1,298 
Asset management fee earned from CLIC (ii)  123   112   243 
Additional capital contribution to AMC from CLIC       720    
Dividends to CLIC    13,526   4,444   8,116 
Dividends to CLIC from AMC    111   104   93 
Asset management fee earned from China Life Overseas (ii)  27   15   15 
Asset management fee earned from CLP&C (ii)  5   3   2 
Property insurance payments to CLP&C    44   37   29 
Claim payment and others to the Company from CLP&C    38   41   46 
Brokerage fee from CLP&C (iii)  216   129   79 
Rentals and policy management fee income earned from CLP&C    23   36    
Rentals, project payments and others to CLRE (iv)  14   8   18 
Property leasing expense charged by IHC (v)  67   64   33 
Asset management fee earned from IHC    6   7   21 
Services fee and other income earned from IHC    14   30    
Asset purchase payments to Chengdu Insurance Institution       19    
Transaction with GDB
              
Additional capital contribution to GDB    2,999       
Interest income earned from GDB    376   309   361 
Brokerage fee charged by GDB (vi)  16   20   25 
Interest income earned from GDB of additional capital contribution    13       
Dividends from GDB       55    
Transaction with Sino-Ocean
              
Dividends from Sino-Ocean    118       
Transaction with EAP
              
Payment to EAP    210   298    
Transaction with AMC
              
Asset management fee expense charged to the Company by AMC (ii)  659   540   362 
Dividends to the Company    167   156   140 
Payments of insurance policies by AMC to the Company    1   1   1 
Brokerage fee to the Company       5   1 
Additional capital contribution to AMC       1,080    
Transaction with Pension Company
              
Expenses paid on behalf of Pension Company    134   86   79 
Promote fee of Annuity to the Company    8       
Brokerage fee to the Company (vii)  7   3   1 
Investment brokerage fee charged by the Company    5   2    
IT services fee income earned from Pension Company    2   2    
Surcharge on building sold to Pension Company       244    
Transaction with AMC HK
              
Investment management fee expense charged to the Company by AMC HK (ii)  8   8   7 

The following table summarises significant transactions carried out by the Group with its significant related parties.

 

      For the year ended 31 December 
   Notes  2013   2012   2011 
      RMB million   RMB million   RMB million 

Transactions with CLIC and its subsidiaries

       

Policy management fee received from CLIC

   (i  1,022     1,063     1,112  

Asset management fee received from CLIC

   (ii.a  133     133     129  

Payment of dividends to CLIC

    2,705     4,444     7,729  

Distribution of profits from AMC to CLIC

    80     65     58  

Retired personnel management fee received from CLIC

    2     2     2  

Asset management fee received from China Life Overseas

   (ii.b  28     20     17  

Asset management fee received from CLP&C

   (ii.c  10     12     23  

Additional capital contribution to CLP&C

    —       —       1,600  

Payment of insurance premium to CLP&C

    53     58     51  

Claim and other payments received from CLP&C

    24     19     14  

Awards on recovery of non-performing assets and others earned from CLIC

    —       —       14  

Agency fee received from CLP&C

   (iii  852     648     405  

Payment of agency fee to CLP&C

   (iii  16     16     —    

Rental and policy management fee received from CLP&C

    28     28     22  

Rental and project payments to CLRE

    27     38     26  

Property leasing expenses charged by CLI

   (iv  87     63     66  

Asset management fee received from CLI

    6     5     6  

Commission and other income received from CLI

    12     14     34  

Payment to CLI for purchase of fixed assets

    78     61     2  

Payment of asset management fee to CLI

   (ii.d  8     —       —    

Property leasing income received from CLI

    24     23     8  

Prepayment to China Life Yuantong

    —       —       167  

Additional capital contribution to China Life Yuantong

    —       361     —    

Transactions between CGB and the Group

       

Interest on deposits received from CGB

    683     733     690  

Insurance premiums received from CGB

    9     2     5  

Commission expenses charged by CGB

   (v  6     9     9  

Payment of claim to CGB

    5     —       —    

Transactions between Sino-Ocean and the Group

       

Subordinated debts purchased from Sino-Ocean

    —       —       260  

Capital contribution to Sino-Ocean

    2,387     —       —    

Scrip dividend from Sino-Ocean (Note 8)

    81     182     91  

Cash dividend from Sino-Ocean (Note 8)

    198     —       56  

Interest payment of subordinated debts received from Sino- Ocean

    25     26     13  

Project management fee paid to Sino-Ocean

    30     61     4  

Transactions between EAP and the Group

       

Contribution to EAP

    262     261     235  

Transactions between AMC and the Group

       

Payment of asset management fee to AMC

   (ii.e  846     761     692  

Distribution of profits from AMC

    121     97     87  

Insurance premium received from AMC

    1     1     1  

Transactions between Pension Company and the Company

       

Rental received from Pension Company

    17     16     8  

Agency fee received from Pension Company for entrusted sales of annuity funds

   (vi  11     7     6  

Marketing fee income for promotion of annuity business from Pension Company

    23     18     32  

IT services fee received from Pension Company

    3     3     2  

Transaction between AMC HK and the Company

       

Payment of investment management fee to AMC HK

   (ii.f  8     8     9  

F-71


CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

2831
SIGNIFICANT RELATED PARTY TRANSACTIONS (continued)

(e)
Transactions with significant related parties (continued)

Notes:

 
Note:
(i)As part of the restructuring, CLIC transferred its entire branch services network to the Company.On 15 December 2011, CLIC and the Company entered into ansigned a renewable agreement, on 24effective till 31 December 2005 to engage2014, whereby the Company is engaged to provide various policy administration services to CLIC relatingin relation to the non-transferrednon-transferrable policies. The Company, as a service provider, does not acquire any rights or assume any obligations as an insurer underof the non-transferrednon-transferrable policies. In consideration of the services provided under the agreement, CLIC will paypays the Company a policy management fee based on the estimated cost of providing the services, to whichplus a profit margin is added.margin. The policy management fee is paid semi-annually, and is equal to for each semi-annual payment period, the sum of (1) the number of non-transferrednon- transferred policies in force that were within their policy term as at the last day of the period, multiplied by RMB8.00 per policy and (2) 2.50% of the actual premiums and deposits collected during the period, in respect of such policies collected during the period. The agreement would be automatically renewed for a three year term subject to compliance with the Stock Exchange regulations unless a written notice of non renewal is issued by the Company or the Group 180 days prior to the expiration of the contract or the renewed term. The Company and the Group could modify term of policy management fee based on the current market terms when renewing the contract. Otherwise, the original fee term would apply. On 30 December 2008, the Company and CLIC signed a renewal agreement to extend the contract signed on 24 December 2005 to 31 December 2011, with all the terms unchanged.policies. The policy management fee income is included in other income in the consolidated statement of comprehensive income.

 
(ii)(ii.a)InOn 29 December 2005,2011, CLIC signed a renewal asset management agreement with AMC, entrusting AMC to manage and AMC entered into anmake investments of its insurance funds. The agreement is effective till 31 December 2014, whereby CLIC agreed to pay thepays AMC a basic service fee at the rate of 0.05% per annum.annum for the management of insurance funds. The service fee wasis calculated and payable on a monthly basis, by multiplying the average of booknet asset value of the assets under management (after deducting the funds obtained and interests accrued from repurchase transactions) at the beginning and at the end of any given month by the rate of 0.05%, divided by 12. Such rate was determined with reference toAt the applicable management fee rate pre-determined forend of each specified categoryyear, CLIC evaluated the investment performance of the assets managed by AMC, compared actual results against benchmark returns and made adjustment to the basic service fee.

(ii.b)In 2013, China Life Overseas entered into an investment management agreement with AMC HK , entrusting AMC HK to arrive at a comprehensive service fee rate. On 30 December 2008, CLICmanage and AMC signed a renewalmake investments of its insurance funds. The agreement which extended the expiry date of the original agreementwas effective from 1 January 2013 to 31 December 2011. The2013. According to the agreement, China Life Overseas and AMC HK set a benchmark annual net investment return and China Life Overseas paid AMC HK a management service fee is calculated inbased on the same way of original agreement and could be adjusted according to the performance.actual annual net investment return.

 (ii.c)In 2012, CLP&C signed an agreement for the management of insurance funds with AMC, entrusting AMC to manage and make investments of its insurance funds. The agreement was effective till 31 December 2005,2013 and subject to an automatic one-year renewal if no objections were raised by both parties upon expiry. According to the Company and the AMC have entered into a separate agreement, whereby the Company agreed to pay theCLP&C paid AMC a fixed service fee and a variable service fee. The fixed service fee is calculated and payable on a monthly and is calculated with reference tobasis, by multiplying the average net asset value of the assets in each specified category managedunder management at the beginning and the end of any given month by the AMC and the applicable management fee rates pre-determinedrate of 0.05%, divided by the parties on an arm’s length basis.12. The variable service fee equalsis linked to investment performance.

(ii.d)On 22 March 2013, the Company and CLI signed a management agreement of alternative investment of insurance funds, which was effective till 31 December 2013 and subject to an automatic one-year renewal if no objections were raised by both parties upon expiry. According to the agreement, the Company entrusted CLI to engage in specialized investment, operation and management of real estates, equities and related financial products under the instructions of the annual guidelines. The Company paid CLI a basic asset management fee and a performance related bonus or charged a performance related deduction. Basic asset management fee is calculated by multiplying the total investment with a management rate of 0.6% on a quarterly basis. When the comprehensive investment income rate is higher or lower than the stipulated reward or punishment benchmark, the performance related bonus or deduction is calculated by multiplying the total investment and the percentage of comprehensive income rate higher or lower than 10% of the stipulated standard. Performance related deduction was not bound to exceed 0.3% of the total investment of real estates or equities of that year. Performance related bonus or deduction is calculated and paid on a yearly basis.

CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2013

31SIGNIFICANT RELATED PARTY TRANSACTIONS (continued)

(e)Transactions with significant related parties (continued)

Notes (continued):

(ii.e)On 27 December 2012, the Company and AMC entered into a renewal agreement for the management of insurance funds, effective from 1 January 2013 to 31 December 2014. The agreement is subject to an automatic one-year renewal if no objections were raised by both parties upon expiry. According to the agreement, the Company entrusted AMC to manage and make investments of its insurance funds and paid AMC a fixed service fee and a variable performance fee. The fixed annual service fee is calculated and payable on a monthly basis, by multiplying the average net asset value of the assets under management and the rate of 0.05%; the variable performance fee is payable annually, based on the results of performance evaluation, at 20% of the fixed service fee per annum payable annually.annum. The service fees were determined by the Company and the AMC based on an analysis of the cost of service, market practice and the size and composition of the asset pool to be managed. Asset management fees charged to the Company by AMC are eliminated in the consolidated statement of comprehensive income.

(ii.f)On 30 December 2008,19 September 2013, the Company and AMC signed a renewal agreement, which extendedHK renewed the expiry date of the original agreement to 31 December 2010. The variable service fee was changed to 20% of the fixed service fee per annum payable annually and could be adjusted according to the performance.
In March 2007, CLP&C and the AMC entered into an agreement, whereby CLP&C agreed to pay the AMC a fixed service fee and a variable service fee. The agreement expired in December 2008. In 2009, CLP&C and the AMC signed a new agreement, withOffshore Investment Management Service Agreement, effective period to 31 December 2010. The agreement is subject to an automatic renewal for one year if there was no objection by both parities upon expiring. According to the agreement, the fixed service fee is calculated and payable on a monthly basis, by multiplying the average of book value of the assets under management at the beginning and at the end of any given month by the rate of 0.05%, divided by 12. The variable service fee is calculated based on investment performance.
Intill 19 September 2007, China Life Overseas and the AMC HK entered into an agreement, whereby China Life Overseas agreed to pay AMC HK a management service fee at a rate calculated based on actual net investment return yield. In December 2009, China Life Overseas and the AMC HK signed a renewal agreement, which extended the expiry date of the original agreement to 31 December 2010.

F-72


CHINA LIFE INSURANCE COMPANY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
28
SIGNIFICANT RELATED PARTY TRANSACTIONS (continued)
(e)
Transactions with significant related parties (continued)
Note: (continued)
In 2009, Pension Company and AMC signed an agreement with effective period to 31 December 2009.2014. The agreement was subject to an automatic one-year renewal for one year if there was no objectionobjections were raised by both parties upon expiring.expiry. According to the agreement, the fixed service fee is calculated and payable on a monthly basis, by multiplying the average of book value of the assets under management at the beginning and at the end of any given month by the rate of 0.05%, divided by 12. There is a performance portion based on 10% of the excess return which is payable annually.
In September 2009, the Company andentrusted AMC HK renewed the agreementto manage and make investment of Offshore Investment Management Service Agreement. In accordance with the agreement, the Company agreed to payits insurance funds and paid AMC HK asset management fee calculated and collected based the annual investment instruction and related terms and conditions. In accordance with the 2009 annual instruction and related terms and conditions,fee. The asset management fees werefee for 2013 was calculated at a fixed rate of 0.45%0.40% of portfolio asset value and a performance element of 2% of portfolio returns for assets managed on a discretionary basis, together with a fixed rate of 0.05% of portfolio asset value for assets managed on a non-discretionary basis. In accordance with the 2010 annual instruction and related terms and conditions, asset management fees were calculated at a fixed rate of 0.4% of portfolio asset value and a performance elementbonus capped at 0.15% of portfolio asset value for assets managed on a discretionary basis. Management fees on assets managed on a non-discretionary basis maintained unchangedare calculated at 0.05% of portfolio asset value for 2010.value. Management fees at fixed rates are calculated based on the portfolio asset value at the end of each month based on the monthly report provided by AMC HK and payable quarterly. Performance elements arebonus is calculated and payable on an annual basis.
Asset management fees charged to the Company and Pension Company by AMC and AMC HK isare eliminated in the Consolidated Statementconsolidated statement of Comprehensive Income.comprehensive income.

 
(iii)In November 2008, the Company and CLP&C entered into ansigned a 2-year framework insurance agency agreement, whereby CLP&C entrusted the Company to act as an agent to sell selecteddesignated P&C insurance products in jurisdiction.certain authorized jurisdictions. The serviceagency fee is determined according tobased on cost (tax included) added marginal profit.plus a margin. The agreement term is two year, and the agreement was subject to an automatic one-year renewal for one year if there was no objectionobjections were raised by both parties upon expiring.expiry. On 8 March 2012, the Company and CLP&C signed a new 2-year framework agreement, which was subject to an automatic one-year renewal if no objections were raised by both parties upon expiry. All the original important terms remained the same.

On 8 April 2012, the Company and CLP&C signed a 2-year framework insurance agency agreement, whereby the Company entrusted CLP&C to act as an agent to sell designated life insurance products in certain authorised jurisdictions. The brokerage fee is determined based on cost (tax included) plus a margin. The agreement was subject to an automatic one-year renewal if no objections were raised by both parties upon expiry.

 
(iv)The Group made certain project payments to third parties through CLRE and paid other miscellaneous expenditure mainly comprised rentals and deposits to CLRE.
(v)On 22 February 2010,31 December 2012, the Company entered intosigned a property leasing agreement with IHC,CLI, effective till 31 December 2014, pursuant to which IHC agreed to leaseCLI leased to the Company certain of its owned and leased buildings. Annual rental payable by the Company to IHCCLI in relation to the IHC ownedCLI properties is determined either by reference to the market rent, or, the costs incurred by IHCCLI in holding and maintaining the properties, plus a margin of approximately 5%. The rental was paid on a semisemi-annual basis, and each payment is equal to one half of the total annual basis. Rental of buildings subleased by IHC was paid directly byrental.

(v)On 19 April 2012, the Company and CGB renewed an insurance agency agreement to distribute insurance products. All individual insurance products suitable for distribution through bancassurance channel are included in the owner.agreement. CGB provides agency services, including selling of insurance products, collecting premiums and paying benefits. The Company pays commissions as follows: 1) a commission for insurance businesses introduced by CGB, calculated by multiplying total premium received from sale of individual insurance products and a fixed commission percentage. The commission percentages for the various insurance products sold by CGB are agreed based on arm’s length transactions; and 2) a commission for premium collection and benefit payments of CGB in relation to renewal businesses, calculated by multiplying the number of transactions handled and a fixed commission per transaction, which should not exceed RMB1. The above commissions were paid on a monthly basis. The agreement expires on 31 December 2012.is for three years and subject to an automatic one-year renewal.

F-73


CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

2831
SIGNIFICANT RELATED PARTY TRANSACTIONS (continued)

(e)
Transactions with significant related parties (continued)

Notes (continued):

 
Note: (continued)
(vi)On 29 April 2007, the Company and GDB entered into an individual bank insurance agency agreement. All insurance products suitable for distribution through bank network are included in the agreement. GDB will provide services, including selling of insurance products, receiving premiums and paying benefits. The Company has agreed to pay commission fees as follows: 1) A monthly service fee, calculated on a monthly basis, by multiplying total premium received at a fixed commission rate; or 2) A monthly commission fee, calculated on a monthly basis, by multiplying the number of policy being handled at fixed commission rate which is not more than RMB1 per policy, where GDB handles premiums receipts and benefits payments. The agreement has a term of five years.
(vii)In November 2007,December 2011, the Company and Pension Company entered intosigned an agency agreement wherebyfor management and customer service of enterprise annuity funds, effective till 28 December 2012. The agreement was subject to an automatic one-year renewal if no objections were raised by both parties upon expiry. The agreement was automatically renewed for another year from 29 December 2012 to 28 December 2013. According to the agreement, Pension Company entrusted the Company to distribute enterprise annuity fundsfund management services and provide related customer service.services. The service fee is calculated at a rate50% to 80% of 80%. The agreement term was onemanagement fee revenues of the first year, and subject to an automatic renewal for one year.depending on the length of the agreement. On 30 December 2010,20 November 2013, the Company and Pension Company signed a renewal agreement, The agreement term was one year, andrenewed the agreement was subject to an automatic renewalstay valid till 20 November 2014. Except for one year if there was no objection by both parties upon expiring.expiration date, all the other articles of the original agreement remain unchanged.

(f)
Amounts due from / to significant related parties
The following table summarises the resulting balance due from and to significant related parties. The balance is non-interest bearing, unsecured and has no fixed repayment terms except for the deposits in GDB.
         
  As at 31 December 2010  As at 31 December 2009 
  RMB million  RMB million 
The Group        
Amount due from CLIC (Note 12)  598   646 
Amount due to CLIC  (1)   
Amount due from China Life Overseas  22   15 
Amount due from CLP&C  37   22 
Amount due to CLP&C  (4)  (2)
Amount deposited with GDB  11,667   7,098 
Amount due from IHC  17   34 
Amount due to IHC  (33)  (64)
The Company        
Amount due from Pension Company  91   56 
Amount due to Pension Company  (3)   
Amount due to AMC  (62)  (43)
Amount due to AMC HK  (2)  (1)

The following table summarises the balances due from and to significant related parties. The balances are non-interest bearing, unsecured and have no fixed repayment dates except for the deposits with CGB and the subordinated debts issued by Sino-Ocean.

 

   As at 31 December 2013
RMB million
  As at 31 December 2012
RMB million
 

The resulting balance due from and to significant related parties of the Group

   

Amount due from CLIC (Note 13)

   549    560  

Amount due to CLIC

   (1  (5

Amount due from China Life Overseas

   16    11  

Amount due from CLP&C

   76    65  

Amount due to CLP&C

   —      (2

Amount due from CLI

   14    16  

Amount due to CLI

   (32  (8

Amount due from CLRE

   1    1  

Amount due to CLRE

   —      (4

Amount deposited with CGB

   15,051    14,701  

Amount due from CGB

   284    218  

Amount due to CGB

   —      (1

Subordinated debts of Sino-Ocean

   266    266  

The resulting balance due from and to subsidiaries of the Company

   

Amount due from Pension Company

   46    50  

Amount due to Pension Company

   (3  (2

Amount due to AMC

   (73  (68

Amount due to AMC HK

   (2  (2

F-74


CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

2831
SIGNIFICANT RELATED PARTY TRANSACTIONS (continued)

(g)
Key management compensation
             
      For the year ended 31 December 
  2010  2009  2008 
  RMB million  RMB million  RMB million 
             
Salaries and other benefits  17   23   24 
          

   For the year ended 31 December 
   2013   2012   2011 
   RMB million   RMB million   RMB million 

Salaries and other benefits

   14     23     25  
  

 

 

   

 

 

   

 

 

 

The total compensation package for the Company’s key management for the year ended 31 December 2013 has not yet been finalised in accordance with regulations of the relevant PRC authorities. The final compensation will be disclosed in a separate announcement when determined. The compensation of 2012 has been approved by relevant authorities. The total compensation of 2012 was RMB23 million, including deferral payment about RMB4 million.

The total compensation package for the Company’s key managements for the year ended 31 December 2010 has not yet been finalised in accordance with regulations of the PRC relevant authorities. The final compensation will be disclosed in a separate announcement when determined. The compensation of 2009 has been approved by relevant authorities which includes delay in payment about RMB 4 million.
(h)
Transactions with state-owned enterprises

Under IAS 24, business transactions between state-owned enterprises controlled by the PRC government are within the scope of related party transactions. CLIC, the ultimate holding company of the Group, is a state-owned enterprise. The Group’s key business is insurance and investment related and therefore the business transactions with other state-owned enterprises are primarily related to insurance and investment activities. The related party transactions with other state-owned enterprises were conducted in the ordinary course of business. Due to the complex ownership structure, the PRC government may hold indirect interests in many companies. Some of these interests may, in themselves or when combined with other indirect interests, be controlling interests which may not be known to the Group. Nevertheless, the Group believes that the following captures the material related parties and applied IAS 24 exemption and disclose only qualitative information.

As at and during the year ended 31 December 2013, most of bank deposits of the Group were with state-owned banks; the issuers of corporate bonds and subordinated bonds held by the Group were mainly state-owned enterprises. For the year ended 31 December 2013, a large portion of its group insurance business of the Group were with state-owned enterprises; the majority of bancassurance commission charges were paid to state-owned banks and postal office; and almost all of the reinsurance agreements of the Group were entered into with a state-owned reinsurance company.

32Under IAS 24 (Amendment), business transactions between state-owned enterprises controlled by the PRC government are within the scope of related party transactions. CLIC, the ultimate holding company of the Group, is a state-owned enterprise. The Group’s key business is insurance relevant and therefore the business transactions with other state-owned enterprises are primarily related to insurance and investment activities. The related party transactions with other state-owned enterprises were conducted in the ordinary course of business. Due to the complex ownership structure, the PRC government may hold indirect interests in many companies. Some of these interests may, in themselves or when combined with other indirect interests, be controlling interests which may not be known to the Group. Nevertheless, the Group believes that the following captures the material related parties and applied IAS 24 (Amendment) exemption and disclose only qualitative information.
As at 31 December 2010 and 2009, most of bank deposits were with state-owned banks; the issuers of corporate bonds and subordinated bonds held by the Group were mainly state-owned enterprises. For the year ended 31 December 2010, a large portion of its group insurance business of the Group were with state-owned enterprises; the majority of bancassurance brokerage charges were paid to state-owned banks and postal office; almost all of the reinsurance agreements of the Group were entered into with a state-owned reinsurance company; most of bank deposit interest income were from state-owned banks.
29
SHARE CAPITAL
                 
  As at 31  As at 31 
  December 2010  December 2009 
  No. of shares  RMB million  No. of shares  RMB million 
                 
Registered, authorized, issued and fully paid Ordinary shares of RMB1 each  28,264,705,000   28,265   28,264,705,000   28,265 
             

   As at 31 December 2013   As at 31 December 2012 
   No. of shares   RMB
million
   No. of shares   RMB
million
 

Registered, authorised, issued and fully paid

        

Ordinary shares of RMB1 each

   28,264,705,000     28,265     28,264,705,000     28,265  
  

 

 

   

 

 

   

 

 

   

 

 

 

As at 31 December 2010,2013, the Company’s share capital was as follows:

         
  As at 31 December 2010 
  No. of shares  RMB million 
         
Owned by CLIC (i)  19,323,530,000   19,324 
Owned by other equity holders  8,941,175,000   8,941 
       
Including: Domestic listed  1,500,000,000   1,500 
Overseas listed  7,441,175,000   7,441 
       
         
Total
  28,264,705,000   28,265 
       

   As at 31 December 2013 
   No. of shares   RMB million 

Owned by CLIC (i)

   19,323,530,000     19,324  

Owned by other equity holders

   8,941,175,000     8,941  
  

 

 

   

 

 

 

Including: Domestic listed

   1,500,000,000     1,500  

Overseas listed (ii)

   7,441,175,000     7,441  
  

 

 

   

 

 

 

Total

   28,264,705,000     28,265  
  

 

 

   

 

 

 

 (i)All shares owned by CLIC are domestic listed shares.

(ii)Overseas listed shares are traded on the Stock Exchange of Hong Kong and the New York Stock Exchange.
(i)All shares owned by CLIC are A shares.

 

F-75


CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

3033
RESERVES

   Share
premium
RMB million
   Unrealised
gains/

(losses)
from
available-
for-sale
securities
RMB million
  Statutory
reserve fund
RMB million
(a)
   Discretionary
reserve fund
RMB million
(b)
   General
reserve
RMB million
(c)
   Exchange
differences
on
translating
foreign
operations
RMB million
  Total
RMB million
 

As at 1 January 2011

   53,860     4,600    16,216     12,834     13,004     (2  100,512  

Other comprehensive income for the year

     (24,204        (1  (24,205

Appropriation to reserves

      1,848     3,368     1,848      7,064  
  

 

 

   

 

 

  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

As at 31 December 2011

   53,860     (19,604  18,064     16,202     14,852     (3  83,371  
  

 

 

   

 

 

  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

As at 1 January 2012

   53,860     (19,604  18,064     16,202     14,852     (3  83,371  

Other comprehensive income for the year

   —       24,995    —       —       —       —      24,995  

Appropriation to reserves

   —       —      1,107     1,848     1,107     —      4,062  
  

 

 

   

 

 

  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

As at 31 December 2012

   53,860     5,391    19,171     18,050     15,959     (3  112,428  
  

 

 

   

 

 

  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

As at 1 January 2013

   53,860     5,391    19,171     18,050     15,959     (3  112,428  

Other comprehensive income for the year

   —       (21,562  —       —       —       —      (21,562

Appropriation to reserves

   —       —      2,470     1,107     2,470     —      6,047  
  

 

 

   

 

 

  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

As at 31 December 2013

   53,860     (16,171  21,641     19,157     18,429     (3  96,913  
  

 

 

   

 

 

  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 
                             
                         
      Unrealised                  
      gains/              Exchange    
      (losses)              differences    
    from  Statutory          on    
  Additional  available-  reserve  Discretionary  General  translating   
  paid in  for-sale  fund  reserve fund  reserve  foreign    
  capital  securities  RMB million  RMB million  RMB million  operations  Total 
  RMB million  RMB million  (a)  (b)  (c)  RMB million  RMB million 
                             
As at 1 January 2008
  53,860   43,509   7,639   1,841   4,427      111,276 
Other comprehensive loss for the year     (33,452)           (1)  (33,453)
Appropriation to reserve        1,916   2,792   1,916      6,624 
                      
                             
As at 31 December 2008
  53,860   10,057   9,555   4,633   6,343   (1)  84,447 
                             
Other comprehensive income for the year     10,745               10,745 
Appropriation to reserves        3,293   1,009   3,293      7,595 
                      
                             
As at 31 December 2009
  53,860   20,802   12,848   5,642   9,636   (1)  102,787 
                      
                             
Other comprehensive loss for the year     (16,202)           (1)  (16,203)
Appropriation to reserves        3,368   7,192   3,368      13,928 
                      
                             
As at 31 December 2010
  53,860   4,600   16,216   12,834   13,004   (2)  100,512 
                      

CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2013

33RESERVES (continued)

 
(a)Under the relevant PRC law, theThe Company is required to appropriateappropriated 10% of its net profit under CASChinese Accounting Standards (“CAS”) to statutory reserve fund. The Company appropriated 10% of net profit to the statutory reserve for the year ended 31 December 2010 and 20092013 amounting to RMB 3,368RMB2,470 million and RMB 3,293 million respectively.under the relevant PRC laws (2012:RMB1,107 million).

 
(b)Approved by the Annual General Meeting Inin June 2010,2013, the Company appropriated RMB 3,293RMB1,107 million to discretionary reserve fund for the year ended 31 December 20092012 based on the net profit under A share financial statement and RMB 3,899 million to discretionary reserve fund retrospectively reflected at 31 December 2008 due to change of accounting policy. (2009: RMB 1,009CAS (2012: RMB1,848 million).

 
(c)Pursuant to “FinancialFinancial Standards of Financial Enterprises — Enterprises—Implementation Guide”Guide issued by the Ministry of Finance of People’s Republic of Chinathe PRC on 30 March 2007, for the year ended 31 December 2010 and 2009,2013, the Company appropriated 10% of net profit under CAS which is RMB 3,368amounts to RMB2,470 million and RMB 3,293 million respectively to general reserve for future uncertain disasters,catastrophes, which cannot be used for dividend distribution or conversion to share capital increment.
Under related PRC law, dividends may be paid only out of distributable profits. Distributable profits generally means the Company’s after-tax profits as determined under accounting standards generally accepted in PRC or IFRS, whichever is lower, less any accumulated losses and allocations to statutory reserve that the Company is required to make, subject to further regulatory restrictions. Any distributable profits that are not distributed in a given year are retained and available for distribution in subsequent years. The amount of distributable retained earnings based on the above was RMB 76,832 million as at 31 December 2010 (as at 31 December 2009: RMB 78,491increment (2012:RMB1,107 million).

Under related PRC law, dividends may be paid only out of distributable profits. Any distributable profits that are not distributed in a given year are retained and available for distribution in subsequent years.

F-76

34PROVISIONS AND CONTINGENCIES

The following is a summary of the significant contingent liabilities:


   As at
31 December
2013
   As at
31 December
2012
 
   RMB million   RMB million 

Pending lawsuits

   215     183  
  

 

 

   

 

 

 

The Group involves in certain lawsuits arising from ordinary course of businesses. In order to accurately disclose the contingent liabilities for pending lawsuits, the Group analysed all pending lawsuits at the end of each reporting period. A provision will only be recognised if the management determines, based on third-party legal advice, that the group has present obligations and the settlement of which is expected to result in an outflow of the Group’s resources embodying economic benefits, and the amount of such obligations could be reasonably estimated. Otherwise, the Group will disclose the pending lawsuits as contingent liabilities. As at 31 December 2013 and 2012, the Group has other contingent liabilities but disclosure of such was not practical because the amounts of liabilities could not be reliably estimated.

CHINA LIFE INSURANCE COMPANY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

2013

3135
PROVISIONS AND CONTINGENCIES
The following is a summary of the significant contingent liabilities:COMMITMENTS
         
  As at 31 December 2010  As at 31 December 2009 
  RMB million  RMB million 
         
Pending lawsuits  139   113 
       

The Group has been involved in certain lawsuits arising from ordinary course of businesses. In order to accurately disclose the contingent liabilities for pending lawsuits, the Group analyzed all pending lawsuits at the end of each fiscal year. A provision will only be recognized if the management determines, based on third-party legal advice, that we have present obligations and the settlement of which is expected to result in an outflow of the Group’s resources embodying economic benefits, and the amount of such obligations could be reasonably estimated. Otherwise, the Group will disclose the pending lawsuits as contingent liabilities if the amount of the obligation could be reliably estimated. As at December 31, 2010 and 2009, the Company had additional contingent liabilities the disclosure of which was not practicable, since the amount of the obligations could not be reliably estimated. As at 31 December 2010, the Group didn’t recognize any provision for such certain lawsuits.
32
COMMITMENTS
(a)
Capital commitments
i)Capital commitments for property, plant and equipment
         
  As at 31 December 2010  As at 31 December 2009 
  RMB million  RMB million 
         
Contracted but not provided for  5,082   488 
       
ii)Capital commitments to acquire Bohai Venture Capital Fund
The Group committed to contribute RMB 500 million to Bohai Venture Capital Fund of which RMB 374 million had been paid at 31 December 2010. The remaining RMB 126 million will be paid when called.
iiii)Capital commitments in relation to the China South to North Water Diversion Project
The Group committed to contribute RMB 380 million to the China South to North Water Diversion Project RMB 76 million of the amount had been paid at 31 December 2010 with the remaining RMB 304 million payable when called.

The Group had the following capital commitments relating to property development projects and investments:

   As at
31 December
2013
   As at
31 December
2012
 
   RMB million   RMB million 

Contracted, but not provided for

    

Investments

   7,690     3,327  

Property, plant and equipment

   7,830     8,685  

Others

   65     48  
  

 

 

   

 

 

 

Total

   15,585     12,060  
  

 

 

   

 

 

 

Authorized, but not contracted for

    

Investments

   5,834     —    

Property, plant and equipment

   87     —    
  

 

 

   

 

 

 

Total

   5,921     —    
  

 

 

   

 

 

 

(b)
Operating lease commitments
The future minimum lease payments under non-cancellable operating leases are commitments—as follows :lessee
         
  As at 31 December  As at 31 December 
  2010  2009 
  RMB million  RMB million 
 
Land and buildings        
Not later than one year  338   297 
Later than one year but not later than five years  453   478 
Later than five years  42   49 
       
         
Total
  833   824 
       

The future minimum lease payments under non-cancellable operating leases are as follows :

   As at
31 December
2013
   As at
31 December
2012
 
   RMB million   RMB million 

Not later than one year

   480     394  

Later than one year but not later than five years

   472     477  

Later than five years

   18     17  
  

 

 

   

 

 

 

Total

   970     888  
  

 

 

   

 

 

 

The operating lease payments charged to profit before income tax for the year ended 31 December 2013 were RMB736 million (for the year ended 31 December 2012: RMB690 million, for the year ended 31 December 2011: RMB644 million).

(c)The operatingOperating lease payments charged to profit before income tax for the year ended 31 December 2010 was RMB 606 million (for the year ended 31 December 2009: RMB 593 million).commitments—as lessor

The future minimum rentals receivable under non-cancellable operating leases are as follows:

   As at
31 December
2013
   As at
31 December
2012
 
   RMB million   RMB million 

Not later than one year

   144     166  

Later than one year but not later than five years

   247     250  

Later than five years

   57     83  
  

 

 

   

 

 

 

Total

   448     499  
  

 

 

   

 

 

 

 

F-77F-91