NEW CHINA LIFE INSURANCE COMPANY LTD. (A joint stock company incorporated in the People s Republic of China with limited liability)

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in New China Life Insurance Company Ltd., you should at once hand this circular and the accompanying proxy form and reply slip of the First EGM of 2015 to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular. NEW CHINA LIFE INSURANCE COMPANY LTD. (A joint stock company incorporated in the People s Republic of China with limited liability) (Stock Code: 1336) THE FIRST EXTRAORDINARY GENERAL MEETING OF 2015 The First EGM of 2015 of the Company will be convened at 2:00 p.m. on 30 October 2015 at 21/F, NCI Tower, A12 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC. The notice of the First EGM of 2015, a proxy form and a reply slip for use at the meeting are enclosed and are also published on the website of Hong Kong Stock Exchange ( Shareholders of H Shares who intend to attend the First EGM of 2015 by proxy should complete and return the enclosed proxy form to the Company s H Share registrar, Computershare Hong Kong Investor Services Limited no later than 24 hours before the scheduled time for the First EGM of Completion and return of the proxy form will not preclude a Shareholder from attending the First EGM of 2015 and voting in person if he so wishes. Shareholders of H Shares who intend to attend the First EGM of 2015 in person or by proxy should complete and return the reply slip in person, by post or by fax to Computershare Hong Kong Investor Services Limited on or before 9 October September 2015

2 TABLE OF CONTENTS Page DEFINITIONS... 1 LETTER FROM THE BOARD... 2 INTRODUCTION... 2 BUSINESS TO BE TRANSACTED AT THE FIRST EGM OF PROPOSAL ON APPOINTMENT OF ACCOUNTING FIRMS FOR THE YEAR PROPOSAL ON STRUCTURING THE NEW CHINA INSURANCE CHARITY FOUNDATION... 3 THE FIRST EGM OF VOTING METHOD AT THE FIRST EGM OF RECOMMENDATION NOTICE OF THE FIRST EGM OF Note: if there is any inconsistency between the Chinese and English versions of this circular, the Chinese version shall prevail. i

3 DEFINITIONS In this circular, unless the context otherwise requires, the following terms and expressions have the following meanings: Company New China Life Insurance Company Ltd., a joint stock limited company duly incorporated in the PRC and the H Shares and A Shares of which are listed on Hong Kong Stock Exchange (stock code: 1336) and the Shanghai Stock Exchange (stock code: ), respectively A Share(s) domestic share(s) of RMB1.00 each in the share capital of the Company which are listed on the Shanghai Stock Exchange and traded in Renminbi Board the board of directors of the Company Director(s) the director(s) of the Company Hong Kong Stock Exchange The Stock Exchange of Hong Kong Limited H Share(s) overseas listed foreign share(s) of RMB1.00 each in the share capital of the Company which are listed on the Hong Kong Stock Exchange and traded in Hong Kong dollars Share(s) ordinary share(s) of RMB1.00 each in the share capital of the Company, including H Share(s) and A Share(s) Shareholder(s) holder(s) of the Company s share(s) First EGM of 2015 the first extraordinary general meeting of 2015 of the Company to be held on 30 October

4 LETTER FROM THE BOARD NEW CHINA LIFE INSURANCE COMPANY LTD. (A joint stock company incorporated in the People s Republic of China with limited liability) (Stock Code: 1336) Board of Directors Executive Directors: KANG Dian WAN Feng Non-executive Directors: ZHAO Haiying MENG Xingguo LIU Xiangdong WU Kunzong DACEY John Robert Independent Non-executive Directors: CAMPBELL Robert David CHEN Xianping WANG Yuzhong ZHANG Hongxin ZHAO Hua FONG Chung Mark Place of Business: NCI Tower, A12 Jianguomenwai Avenue Chaoyang District Beijing, China Principal Place of business in Hong Kong: 36/F, Tower Two Times Square 1 Matheson Street, Causeway Bay Hong Kong Dear Sir or Madam, PROPOSAL ON APPOINTMENT OF ACCOUNTING FIRMS FOR THE YEAR 2015 PROPOSAL ON STRUCTURING THE NEW CHINA INSURANCE CHARITY FOUNDATION AND NOTICE OF THE FIRST EGM OF INTRODUCTION On behalf of the Board, I invite you to attend the First EGM of 2015 to be held at 21/F, NCI Tower, A12 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC on 30 October 2015 at 2:00 p.m. 2

5 LETTER FROM THE BOARD The purpose of this circular is to provide you with the notice of the First EGM of 2015 and to provide you with all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the First EGM of BUSINESS TO BE TRANSACTED AT THE FIRST EGM OF 2015 Ordinary proposals to be proposed at the First EGM of 2015 for the Shareholders to consider and approve include: (a) the proposal on appointment of accounting firms for the year 2015; and (b) the proposal on structuring the New China Insurance Charity Foundation. 3. PROPOSAL ON APPOINTMENT OF ACCOUNTING FIRMS FOR THE YEAR 2015 Pursuant to the requirement by the China Securities Regulatory Commission, the Company shall disclose its quarterly financial statements, interim report, audited annual results of operation and audited annual report within certain prescribed periods of time. Pursuant to the relevant provisions stipulated in the Administrative Measures on Selection and Appointment of Accountant Firms of New China Life Insurance Company Ltd., the Company commenced the selection and appointment of accounting firms for the year 2014 in December 2013, and finally determined that Ernst & Young Hua Ming LLP and Ernst & Young (collectively, E&Y ) were appointed as the accounting firms of the Company for the year 2014, the tenure of which is no more than three years. In the auditing of the Company for the year 2014, E&Y had efficiently and excellently completed related work, assisted the Company to improve risk management and internal control and provided targeted accounting standard training for the Company s financial staff. Therefore, the Board proposes to the general meeting to retain Ernst & Young Hua Ming LLP as the Company s domestic accounting firm for the year 2015 and Ernst & Young as the Company s international accounting firm for the year 2015, to conduct annual audit for the year 2015, and proposes to the general meeting to authorize the Board to determine specific expenses. This proposal has been considered and approved at the 29th meeting of the Company s fifth session of the Board, and is hereby submitted to the general meeting for consideration. 4. PROPOSAL ON STRUCTURING THE NEW CHINA INSURANCE CHARITY FOUNDATION The Company proposes to structure the New China Insurance Charity Foundation ( NCI Charity Foundation ), details of which are described as follows: I. Basic Information The Company has made continuous efforts for public and charitable services over the past twenty years, as it has been broadly involved in donations for school, help for those in distress, health and medical care, environment protection, sports, and other public and charitable 3

6 LETTER FROM THE BOARD programs. The headquarter of the Company has made donations cumulatively totaled RMB52 million, and the Company as a whole has made donations cumulatively totaled nearly RMB100 million, making positive contributions to improve the people s livelihood and structure a harmonious society in addition to preliminary establishment of the Company s presence in the area of public welfare. In order to intensify and save resources, as well as further enhance performance and efficiency of resources, the Company proposes to establish the NCI Charity Foundation, which will promote the Company s brand and presence in charity and public welfare. II. Structuring Plan (a) Name and Legal Representative New China Insurance Charity Foundation, and the legal representative is WAN Feng. (b) Objective NCI Charity Foundation is a non-public raising foundation that is established for the purpose of devotion to charity and public welfare, performance of corporate social responsibility, becoming a distinguished corporate citizen and promoting harmonious development of the society. (c) Source of Fund (i) Donations from the Company; (ii) donations from employees of the Company; (iii) voluntary donations from other natural persons and corporations or other organizations; (iv) investment return; and (v) other legitimate income. (d) Donation Programs (i) Family Programs: focusing on mothers in poverty that need help and care, left-behind children or children unable to go to school, senior without families and similar groups of people; (ii) Education Programs: construction of Hope primary schools, donations of books and clothing, training of teacher in poverty-stricken area, aid for exceptional children (such as children with autism) and other activities; (iii) Environment Protection Programs: conservation education, environment management, urban/community afforestation, etc.; (iv) Disaster Aid Programs: active involvement in disaster aid, active response to appeal of the government for charity and aid for major emergency disaster. 4

7 LETTER FROM THE BOARD (e) Registered Capital The registered capital shall be no less than RMB50 million. (f) Miscellaneous The management of the Company will submit an application to the Ministry of Civil Affairs of the People s Republic of China for the establishment of NCI Charity Foundation, and complete subsequent related process. This proposal has been considered and approved at the 29th meeting of the Company s fifth session of the Board, and is hereby submitted to the general meeting for consideration. 5. THE FIRST EGM OF 2015 In order to determine the Shareholders of the H Shares who are entitled to attend the First EGM of 2015, the H Shares register of members of the Company will be closed from 30 September 2015 to 30 October 2015, both days inclusive, during which period no transfer of H Shares will be effected. Shareholders of H Shares who intend to attend the First EGM of 2015 must deposit the share certificates together with the transfer documents at the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at or before 4:30 p.m. on 29 September The address of Computershare Hong Kong Investor Services Limited is Shops , 17th Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong. Shareholders of H Shares whose names appear on the H Shares register of members of the Company at the close of business on 29 September 2015 are entitled to attend the First EGM of 2015 and vote at the First EGM of A proxy form and a reply slip for use at the First EGM of 2015 are enclosed and also published on the website of Hong Kong Stock Exchange ( Shareholders of H Shares who intend to attend the First EGM of 2015 by proxy should complete and return the enclosed proxy form to Computershare Hong Kong Investor Services Limited no later than 24 hours before the scheduled time for holding the First EGM of The address is 17M Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong. Completion and return of the proxy form will not preclude a Shareholder from attending the First EGM of 2015 and voting in person if he so wishes. Shareholders of H Shares who intend to attend the First EGM of 2015 in person or by proxy should complete and return the reply slip in person, by post or by fax to Computershare Hong Kong Investor Services Limited on or before 9 October The address is 17M Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong. 6. VOTING METHOD AT THE FIRST EGM OF 2015 The voting of H Shareholders at the First EGM of 2015 will be taken by way of registered poll. 5

8 LETTER FROM THE BOARD 7. RECOMMENDATION The Board considers that the proposals mentioned above are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends that all Shareholders vote in favor of the proposals at the First EGM of Yours faithfully, By order of the Board New China Life Insurance Company Ltd. KANG Dian Chairman 14 September

9 NOTICE OF THE FIRST EGM OF 2015 NEW CHINA LIFE INSURANCE COMPANY LTD. (A joint stock company incorporated in the People s Republic of China with limited liability) (Stock Code: 1336) NOTICE OF FIRST EGM OF 2015 NOTICE IS HEREBY GIVEN that the First EGM of 2015 of New China Life Insurance Company Ltd. (the Company ) will be held at 2:00 p.m. on 30 October 2015 at 21/F, NCI Tower, A12 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC to consider and, if thought fit, pass the following resolutions: AS ORDINARY RESOLUTIONS 1. To consider and approve the proposal on appointment of accounting firms for the year 2015; 2. To consider and approve the proposal on structuring the New China Insurance Charity Foundation Details of the proposals mentioned above are set forth in the circular for the First EGM of 2015 dated 14 September Unless otherwise indicated, the terms used in the notice shall have the same meanings as those defined in the circular. By order of the Board New China Life Insurance Company Ltd. KANG Dian Chairman 14 September 2015 As at the date of this circular, the Executive Directors of the Company are KANG Dian and WAN Feng; the Non-Executive Directors are ZHAO Haiying, MENG Xingguo, LIU Xiangdong, WU Kunzong and DACEY John Robert; and the Independent Non-Executive Directors are CAMPBELL Robert David, CHEN Xianping, WANG Yuzhong, ZHANG Hongxin, ZHAO Hua and FONG Chung Mark. 7

10 NOTICE OF THE FIRST EGM OF 2015 Notes: 1. The voting at the First EGM of 2015 shall be taken by way of registered poll. 2. In order to determine the Shareholders of the H Shares who are entitled to attend the First EGM of 2015, the H Shares register of members will be closed from 30 September 2015 to 30 October 2015, both days inclusive, during which period no transfer of H Shares will be effected. Shareholders of H Shares who intend to attend the First EGM of 2015 must deposit the share certificates together with the transfer documents at the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at or before 4:30 p.m. on 29 September The address of Computershare Hong Kong Investor Services Limited is Shops , 17th Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong. Shareholders of H Shares whose names appear on the H Shares register of members of the Company at the close of business on 29 September 2015 are entitled to attend the First EGM of 2015 and vote at the First EGM of A Shareholder entitled to attend and vote at the First EGM of 2015 may appoint one or more proxies to attend and vote on his behalf. A proxy need not to be a Shareholder of the Company. 4. The instrument appointing a proxy must be in writing and signed by a Shareholder or his duly authorized attorney. If the Shareholder is a corporation, such instrument must be either under its common seal or duly signed by its legal representative, director(s) or duly authorized attorney(s). 5. Shareholders of H Shares who intend to attend the First EGM of 2015 by proxy should complete and return the enclosed proxy form to Computershare Hong Kong Investor Services Limited no later than 24 hours before the scheduled time for the First EGM of The address is 17M Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong. Completion and return of the proxy form will not preclude a Shareholder from attending and voting in person at the First EGM of 2015 if he so wishes. 6. Shareholders of H Shares who intend to attend the First EGM of 2015 in person or by proxy should return the reply slip in person, by post or by fax to the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong on or before 9 October Fax number: (852) The First EGM of 2015 is expected to last for half a day. Shareholders (in person or by proxy) attending the First EGM of 2015 are responsible for their own transportation and accommodation expenses. Shareholders or their proxies attending the First EGM of 2015 shall present their identity certifications. 8. In the case of joint Shareholders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint Shareholder(s), and for this purpose seniority will be determined by the order in which the names stand on the register of members in respect of the relevant joint holding. 8