Exhibit 99.1
CHINA LIFE INSURANCE COMPANY LIMITED
(A joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 2628)
ANNOUNCEMENT
RESOLUTIONS PASSED
AT THE FIRST EXTRAORDINARY GENERAL MEETING 2014
The board of directors (the “Board”) of China Life Insurance Company Limited (the “Company”) announces the poll results in respect of the resolutions proposed at the first extraordinary general meeting 2014 (the “EGM”) held on Monday, 18 August 2014. All resolutions were duly passed.
I. | VOTING RESULTS AT THE EGM |
The EGM was held on Monday, 18 August 2014 at 10:00 a.m. at Multi-function Hall, 2/F, Block A, China Life Plaza, 16 Financial Street, Xicheng District, Beijing, China.
A total of 28,264,705,000 shares, representing 100% of the total issued share capital of the Company, were entitled to attend and vote on the resolutions considered at the EGM (other than Resolution No. 4). In accordance with the relevant laws and regulations of China, China Life Insurance (Group) Company (the controlling shareholder of the Company, holding 19,323,530,000 shares of the Company) was required to abstain and had abstained from voting on Resolution No.
4. As a result, shareholders holding a total of 8,941,175,000 shares of the Company, representing approximately 31.63% of the total issued share capital of the Company, were entitled to vote on Resolution No. 4. Save as above, there were no restrictions on any shareholder casting votes on any of the proposed resolutions at the EGM. The shareholders and authorized proxies holding an aggregate of 21,857,822,632 shares, representing 77.33% of the total voting shares of the Company, attended the EGM. The EGM was convened in accordance with the requirements of the applicable laws and regulations, the listing rules of the jurisdictions where the shares of the Company are listed, and the Articles of Association of the Company.
Total number of shareholders and authorized proxies present at the meeting | 8 | |||
including: number of A Share holders | 7 | |||
number of H Share holders | 1 | |||
Total number of shares with voting rights | 21,842,564,437 | |||
including: total number of shares held by A Share holders | 19,352,303,406 | |||
total number of shares held by H Share holders | 2,490,261,031 | |||
Percentage to the total number of shares with voting rights | 77.28 | % | ||
including: percentage of shares held by A Share holders | 68.47 | % | ||
percentage of shares held by H Share holders | 8.81 | % | ||
Total number of A Share holders who attended the meeting by way of online voting | 14 | |||
total number of shares with voting rights | 15,258,195 | |||
percentage to the total number of shares with voting rights | 0.05 | % |
The voting at the meeting was conducted by way of on-site voting and online voting, and was in compliance with the relevant provisions of the Company Law of the People’s Republic of China,the Shanghai Stock Exchange Implementation Rules for Online Voting at Shareholders’ Meeting of Listed Companies and the Articles of Association of the Company.
Five out of the eleven Directors of the Company attended the meeting, while Chairman of the Board and Executive Director Mr. Yang Mingsheng, Executive Director Mr. Su Hengxuan, Independent Directors Mr. Sun Changji, Mr. Bruce Douglas Moore, Mr. Anthony Francis Neoh and Mr. Tang Jianbang were unable to attend due to other business commitments. Non-executive Director Mr. Miao Jianmin was elected by the Board to act as the Chairman of the meeting. All four Supervisors of the Company attended the meeting. Certain members of the senior management and the Board Secretary also attended the meeting.
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The poll results in respect of the resolutions proposed at the EGM are as follows:
Resolutions | For | Against | Abstain | Attending and Voting | ||||||||||||||||||||||||||
No. of shares voted | Percentage % | No. of shares voted | Percentage % | No. of shares voted | Percentage % | No. of shares | ||||||||||||||||||||||||
As ordinary resolutions |
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1 | To consider and approve the election of Mr. Chang Tso Tung, Stephen as an Independent Director of the fourth session of the Board of Directors of the Company | 21,855,470,902 | 99.989241 | 2,000,930 | 0.009154 | 350,800 | 0.001605 | 21,857,822,632 | ||||||||||||||||||||||
The resolution was duly passed as an ordinary resolution. | ||||||||||||||||||||||||||||||
2 | To consider and approve the election of Ms. Xiong Junhong as a Shareholder Representative Supervisor of the fourth session of the Supervisory Committee of the Company | 21,736,882,197 | 99.446695 | 120,170,500 | 0.549783 | 769,935 | 0.003522 | 21,857,822,632 | ||||||||||||||||||||||
The resolution was duly passed as an ordinary resolution. | ||||||||||||||||||||||||||||||
As a special resolution |
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3 | To consider and approve the proposed amendments to the Procedural Rules for the Supervisory Committee Meetings | 21,764,624,273 | 99.573616 | 92,728,799 | 0.424236 | 469,560 | 0.002148 | 21,857,822,632 | ||||||||||||||||||||||
The resolution was duly passed as a special resolution. | ||||||||||||||||||||||||||||||
As a supplemental ordinary resolution |
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4 | To consider and approve the election of Mr. Huang Yiping as an Independent Director of the fourth session of the Board of Directors of the Company | 2,511,483,946 | 99.099998 | 3,090,427 | 0.121944 | 19,718,259 | 0.778058 | 2,534,292,632 | ||||||||||||||||||||||
The resolution was duly passed as an ordinary resolution. |
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With respect to Resolutions No. 1 and 4, pursuant to the relevant laws and regulations of China, the Company announces the poll results of A Share holders who individually or in aggregate hold less than 5% of the shares of the Company as follows:
For | Against | Abstain | Attending and Voting | |||||||||||||||||||||||||||
Resolutions | No. of shares voted | Percentage % | No. of shares voted | Percentage % | No. of shares voted | Percentage % | No. of shares | |||||||||||||||||||||||
1 | To consider and approve the election of Mr. Chang Tso Tung, Stephen as an Independent Director of the fourth session of the Board of Directors of the Company | 43,669,601 | 99.18 | 12,200 | 0.03 | 349,800 | 0.79 | 44,031,601 | ||||||||||||||||||||||
4 | To consider and approve the election of Mr. Huang Yiping as an Independent Director of the fourth session of the Board of Directors of the Company | 43,669,601 | 99.18 | 11,800 | 0.03 | 350,200 | 0.79 | 44,031,601 |
The full text of Resolutions No. 1, 2 and 3 is set out in the circular and notice of the EGM dated 3 July 2014, and the full text of Resolution No. 4 is set out in the supplemental notice of the EGM dated 1 August 2014.
Computershare Hong Kong Investor Services Limited, the Company’s H Share registrar, in conjunction with King & Wood Mallesons, the Company’s PRC legal advisers, acted as scrutineers for the vote-taking at the EGM.
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II. | ELECTION OF DIRECTORS AND SUPERVISOR |
Following the approval by the shareholders of the Company at the EGM, Mr. Chang Tso Tung, Stephen and Mr. Huang Yiping are elected as Independent Directors of the fourth session of the Board, and Ms. Xiong Junhong is elected as a Shareholder Representative Supervisor of the fourth session of the Supervisory Committee. The qualification of each of Mr. Chang Tso Tung, Stephen and Mr. Huang Yiping as a Director and the qualification of Ms. Xiong Junhong as a Supervisor are subject to approval by the China Insurance Regulatory Commission.
Please refer to the circular of the EGM dated 3 July 2014 and the supplemental notice of the EGM dated 1 August 2014 for the biographical details of the above Directors and Supervisor.
By Order of the Board of China Life Insurance Company Limited Heng Victor Ja Wei Company Secretary |
Hong Kong, 18 August 2014
As at the date of this announcement, the Board comprises:
Executive Directors: | Yang Mingsheng, Lin Dairen, Su Hengxuan, Miao Ping | |
Non-executive Directors: | Miao Jianmin, Zhang Xiangxian, Wang Sidong | |
Independent Non-executive Directors: | Sun Changji, Bruce Douglas Moore, Anthony Francis Neoh, Tang Jianbang |
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