NEW CHINA LIFE INSURANCE COMPANY LTD. (A joint stock company incorporated in the People s Republic of China with limited liability) (Stock Code: 1336)

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1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement. NEW CHINA LIFE INSURANCE COMPANY LTD. (A joint stock company incorporated in the People s Republic of China with limited liability) (Stock Code: 1336) DISCLOSEABLE TRANSACTION PROPOSED SUBSCRIPTION OF SHARES OF FRANSHION On 12 June 2015, the Purchaser signed the acknowledgement form of the Placement Letter, pursuant to which the Purchaser has irrevocably agreed to subscribe for 1,013,762,000 Franshion Shares in the Franshion Placing at a purchase price of HK$2.73 for each Franshion Share (exclusive of transaction costs). The Subscription constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules, as one of the applicable percentage ratios exceeds 5% but all of the applicable percentage ratios are less than 25%. THE SUBSCRIPTION On 12 June 2015, the Purchaser signed the acknowledgement form of the Placement Letter, pursuant to which the Purchaser has irrevocably agreed to subscribe for 1,013,762,000 Franshion Shares in the Franshion Placing, representing approximately 9.50% of the issued share capital of Franshion as enlarged by the allotment and issue of the 1,600,000,000 new Franshion Shares in the Franshion Placing (assuming there is no change in the issued share capital of Franshion from 9 June 2015, the date of the Franshion Announcement, to the completion of the Franshion Placing save for the issue of the 1,600,000,000 new Franshion Shares and that those shares are allotted and issued in full). The purchase price of each Franshion Share is HK$2.73, which represents: (i) a discount of approximately 9.90% to the closing price of HK$3.03 per Franshion Share as quoted on the Hong Kong Stock Exchange on 8 June 2015 (being the last full trading day prior to the release of the Franshion Announcement); (ii) a discount of approximately 9.84% to the average closing price of approximately HK$3.028 per Franshion Share as quoted on the Hong Kong Stock Exchange for the last five consecutive trading days up to and including 8 June 2015; and (iii) a discount of approximately 9.69% to the average closing price of approximately HK$3.023 per Franshion Share as quoted on the Hong Kong Stock Exchange for the last ten consecutive trading days up to and including 8 June

2 As disclosed in the Franshion Announcement, such purchase price was negotiated on an arm s length basis between Franshion and the Placing Agents (as defined in the Franshion Announcement) and was determined with reference to the prevailing market price of Franshion Shares and the recent trading volume of Franshion Shares and has also taken into account the final dividend of HK$11.5 cents per Franshion Share. The total consideration for the Subscription is HK$2,781,621, (inclusive of transaction costs), which shall be paid on or around 17 June 2015 (subject to the granting of listing approval for the new Franshion Shares to be issued and allotted in the Franshion Placing). The total consideration will be payable from the fund entrusted to the Purchaser by the Company. The Franshion Shares to be subscribed by the Purchaser are new shares to be allotted and issued by Franshion. Upon completion of the Subscription, the Franshion Shares to be subscribed by the Purchaser will rank pari passu with the existing Franshion Shares in all aspects. To the best knowledge, information and belief of the Company having made all reasonable enquiries, CCBI, CCB International Securities Limited, Franshion and their ultimate beneficial owners are Independent Third Parties. UNDERTAKING BY THE PURCHASER The Purchaser has undertaken to Franshion that, in respect of any Franshion Share subscribed pursuant to the Subscription, at any time during the period from the Closing Date and ending on the date which is 90 days from the Closing Date, it will not, without the prior written consent of Franshion and unless in compliance with the requirements of the Listing Rules: 1. offer, accept subscription for, allot, issue, sell, lend, mortgage, pledge, assign, charge, contract to allot, issue or sell, grant or agree to grant any option, right or warrant to purchase or subscribe for, lend or otherwise transfer or dispose of, either directly or indirectly, conditionally or unconditionally, any of the Franshion Shares; or 2. enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Franshion Shares or any interest therein; or 3. enter into any transaction with the same economic effect as any transaction described in paragraph 1 or 2 above; or 4. offer to or agree to do any of the foregoing or announce any intention to do so, whether any of the foregoing transaction is to be settled by delivery of any Franshion Share, in cash or otherwise (whether or not such transaction will be completed within such period). CONDITION Completion of the Subscription is conditional upon the Franshion Placing. REASONS FOR AND BENEFITS OF THE SUBSCRIPTION Having considered the business conditions, recent performance and development strategies of Franshion, the Purchaser and the Company consider that the Subscription is an attractive investment and can enhance the returns on cash for the Company. 2

3 The Directors are of the view that the Subscription was fair and reasonable, on normal commercial terms and in the interests of the Company and its Shareholders as a whole. INFORMATION ON FRANSHION Franshion is a limited liability company incorporated in Hong Kong and the shares of which are listed and traded on the main board of the Hong Kong Stock Exchange (stock code: 00817). Franshion is principally engaged in property development, property investment and property management in the PRC. The following information is extracted from the annual report of Franshion for the year ended 31 December 2014: For the year ended 31 December (HK$ million) (HK$ million) Revenue 29, ,718.9 Gross profit 11, ,200.3 Profit attributable to owners of the parent 5, ,227.2 Total assets 138, ,843.3 Equity attributable to owners of the parent 37, ,561.9 GENERAL The Company is a joint stock limited company duly incorporated in the PRC and its H shares and A shares are listed on the Hong Kong Stock Exchange (stock code: 1336) and the Shanghai Stock Exchange (stock code: ), respectively. As one of the leading life insurance companies in the PRC, the Company is primarily engaged in the businesses of life insurance, health insurance, accident and casualty insurance, insurance consulting and capital operations in the PRC. The Purchaser was established and jointly held by New China Asset Management Co., Ltd. ( NCAM ) and the Company as to 60% and 40%, respectively. The Purchaser is the offshore asset allocation and investment platform of the Company. NCAM was established in July 2006 as a dedicated asset management firm, and 99.4% of its shares are controlled by the Company. NCAM s business scope includes management of proprietary and insurance funds; discretionary mandates; consulting services related to asset management business; and management of other assets permitted by laws and regulations. The Subscription constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules, as one of the applicable percentage ratios exceeds 5% but all applicable percentage ratios are less than 25%. 3

4 DEFINITIONS In this announcement, unless the context otherwise requires, the following terms have the following meanings: CCBI Closing Date Company Franshion Franshion Announcement Franshion Placing Franshion Share(s) Director(s) discloseable transaction HK$ Hong Kong Hong Kong Stock Exchange Independent Third Party(ies) Listing Rules percentage ratios Placement Letter CCB International Capital Limited, one of the placing agents of the Franshion Placing the date of completion of the Subscription New China Life Insurance Company Ltd., a joint stock limited company duly incorporated in the PRC, the shares of which are listed on the main board of the Hong Kong Stock Exchange (stock code: 1336) and the Shanghai Stock Exchange (stock code: ) Franshion Properties (China) Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the main board of the Hong Kong Stock Exchange (stock code: 00817) the announcement of Franshion dated 9 June 2015 in relation to the Franshion Placing the placing of a total of 1,600,000,000 new Franshion Shares, the details of which are set out in the Franshion Announcement ordinary share(s) in the share capital of Franshion director(s) of the Company Hong Kong dollars, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the PRC The Stock Exchange of Hong Kong Limited third party(ies) independent of the Company and connected persons of the Company the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange the placement letter dated 11 June 2015 issued by CCB International Securities Limited, an affiliate of CCBI, to the Purchaser in relation to the Subscription 4

5 PRC Purchaser Subscription subsidiary the People s Republic of China, excluding for the purpose of this announcement, Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan New China Asset Management (Hong Kong) Ltd, a subsidiary of the Company the subscription of 1,013,762,000 Franshion Shares by the Purchaser in the Franshion Placing % per cent By Order of the Board New China Life Insurance Company Ltd. KANG Dian Chairman Beijing, China, 12 June 2015 As at the date of this announcement, 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, LIU Lefei 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. 5