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 INVESTMENT IN THE EQUITY INTERESTS OF PETROCHINA PIPELINE COMPANY LTD. On 24 December 2015, the Transferors, including the Company, and the Platform Company entered into the Acquisition Agreement, pursuant to which the Company, as one of the Transferors, agreed to transfer and the Platform Company agreed to acquire, a 7.09% equity interest in Pipeline United held by the Company in consideration of a 3.46% equity interest in the Platform Company. As one or more of the applicable percentage ratios exceeds 5% but all of the applicable percentage ratios are less than 25%, the Acquisition constitutes a discloseable transaction of the Company and is subject to the notification and announcement requirements under the Listing Rules. BACKGROUND PetroChina proposes to restructure its pipeline assets by integrating three companies, namely, Pipeline United, PetroChina Eastern Pipeline and PetroChina Northwestern United Pipeline into the Platform Company so that the Platform Company will be holding all the equity interests of the aforesaid companies. In return, the Transferors, including the Company, will acquire the respective equity interests in the Platform Company (the Reorganization Plan ). To facilitate the Reorganization Plan, on 24 December 2015, the Transferors, including the Company, and the Platform Company entered into the Acquisition Agreement, pursuant to which the Company, as one of the Transferors, agreed to transfer and the Platform Company agreed to acquire, a 7.09% equity interest in Pipeline United held by the Company in consideration of a 3.46% equity interest in the Platform Company. 1
THE ACQUISITION AGREEMENT Date 24 December 2015 Parties the Transferors, including the Company the Platform Company To the best knowledge, information and belief of the Directors having made all reasonable enquiries, the Platform Company and its ultimate beneficial owner are third parties independent of the Company and connected persons of the Company. Acquisition of Equity Interests in the Platform Company and Consideration Pursuant to the Acquisition Agreement, the Company, as one of the Transferors, agreed to transfer and the Platform Company agreed to acquire, a 7.09% equity interest in Pipeline United held by the Company in consideration of a 3.46% equity interest in the Platform Company. The consideration of the Acquisition was negotiated on an arm s length basis and was determined with reference to the appraised value of Pipeline United as at 30 June 2015 (being RMB123,922 million, of which 7.09% was attributable to the Company by virtue of its 7.09% equity interest held in Pipeline United) by an independent valuer (with securities qualification certificate), after adjusting certain subsequent matters (such as increase and reduction in capital and dividend payment) happened after 30 June 2015. Upon the completion of the transaction contemplated under the Acquisition Agreement, the registered capital of the Platform Company will be increased to RMB80 billion. Restrictions on the Transfer of the Equity Interests in the Platform Company The Company, as one of the Transferors other than PetroChina, shall not, by way of sale, donation, pledge or others, transfer any equity interests in the Platform Company held by the Company, directly or indirectly, to any person for a period of three years commencing from the completion date of the registration with PRC industrial and commercial authorities in respect of the transaction contemplated under the Acquisition Agreement (the Lock-up Period ). After the Lock-up Period, (i) subject to the written approval of PetroChina, the Company is entitled to transfer part or all of its equity interests among the other shareholders of the Platform Company, while PetroChina shall have the right of first refusal to purchase such equity interests on the same terms and conditions; (ii) the Company shall serve a written notice to the other shareholders of the Platform Company including PetroChina for their approval if the Company is to transfer part or all of its equity interests in the Platform Company to third party(ies); and (iii) if PetroChina waives its right of first refusal, the other shareholders of the Platform Company shall have the right of first refusal to purchase such equity interest to be transferred. 2
If PetroChina does not exercise de facto control over the Platform Company during the Lock-up Period, the Company shall no longer be subject to the aforesaid restrictions. REASONS FOR AND BENEFITS OF THE ACQUISITION Having considered the business conditions, prospective performance and development strategies of the Platform Company, the Company considers that the Acquisition is an attractive investment. The pipeline business of petroleum and natural gas provides long-term and stable return, which is in line with the the pursuit of long-term and stable return required by insurance fund. The Directors are of the view that the Acquisition is fair and reasonable, on normal commercial terms and in the interests of the Company and its shareholders as a whole. LISTING RULES IMPLICATIONS As one or more of the applicable percentage ratios exceeds 5% but all of the applicable percentage ratios are less than 25%, the Acquisition constitutes a discloseable transaction of the Company and is subject to the notification and announcement requirements under the Listing Rules. INFORMATION ABOUT THE PLATFORM COMPANY The Platform Company is a limited liability company incorporated under the laws of the PRC on 23 November 2015. The business scope of the Platform Company includes pipeline transportation, project investment, import and export of goods, import and export agency, import and export of technology, provision of technology promotion services, specialized contractor and general contractor (for items which are subject to approval as required by law, the business activities shall be conducted as approved by relevant authorities). INFORMATION ABOUT PIPELINE UNITED, PETROCHINA EASTERN PIPELINE AND PETROCHINA NORTHWESTERN UNITED PIPELINE Pipeline United Pipeline United is a limited liability company incorporated under the laws of the PRC. The business scope of Pipeline United includes construction of oil and gas projects and provision of the relevant technical consultancy services, import and export of products and technology and provision of technology promotion services. Based on the audited financial statements of Pipeline United prepared in accordance with China Accounting Standards for Business Enterprises, the audited net assets of Pipeline United as at 31 December 2014 and 30 June 2015 are RMB85,726 million and RMB86,396 million, respectively. 3
The net profit prepared in accordance with China Accounting Standards for Business Enterprises for the year ended 31 December 2013 and 31 December 2014 is set forth as below: Period from 18 June 2013 (the establishment date of Pipeline United) to 31 December 2013 For the year ended 31 December 2014 Audited net profit before tax 5,429 11,216 Audited net profit after tax 4,333 8,919 PetroChina Eastern Pipeline PetroChina Eastern Pipeline is a limited liability company incorporated under the laws of the PRC. The business scope of PetroChina Eastern Pipeline includes construction of oil and gas projects and provision of the relevant technical consultancy services, import and export of products and technology, provision of technology promotion services and oil and gas pipeline storage and transmission business. Based on the audited consolidated financial statements of PetroChina Eastern Pipeline prepared in accordance with China Accounting Standards for Business Enterprises, the audited net assets of PetroChina Eastern Pipeline as at 31 December 2014 and 30 June 2015 are RMB43,190 million and RMB47,447 million, respectively. Pursuant to a valuation report by an independent valuer (with securities qualification certificate), the appraised value of PetroChina Eastern Pipeline as at 30 June 2015 is RMB88,415 million. The net profit prepared in accordance with China Accounting Standards for Business Enterprises for the period between 20 May 2014, being the establishment date of PetroChina Eastern Pipeline, and 31 December 2014 is set forth as below: Period from 20 May 2014 (the establishment date of PetroChina Eastern Pipeline) to 31 December 2014 Audited net profit before tax (consolidated) 5,563 Audited net profit after tax (consolidated) 4,122 4
PetroChina Northwestern United Pipeline PetroChina Northwestern United Pipeline is a limited liability company incorporated under the laws of the PRC. The business scope of PetroChina Northwestern United Pipeline includes storage and transportation of oil and natural gas and their products and related technology development, construction of oil and natural gas pipeline projects and provision of related technical consultancy services, import and export business for goods and technology and purchase and sale of materials. Based on the audited financial statements of PetroChina Northwestern United Pipeline prepared in accordance with China Accounting Standards for Business Enterprises, the audited net assets of PetroChina Northwestern United Pipeline as at 31 December 2014 and 30 June 2015 are RMB62,995 million and RMB63,352 million, respectively. Pursuant to a valuation report by an independent valuer (with securities qualification certificate), the appraised value of PetroChina Northwestern United Pipeline as at 30 June 2015 is RMB69,030 million. The net profit prepared in accordance with China Accounting Standards for Business Enterprises for the year ended 31 December 2013 and 31 December 2014 is set forth as below: For the year ended 31 December 2013 For the year ended 31 December 2014 Audited net profit before tax 1,016 683 Audited net profit after tax 863 408 Note: The financial information for the year ended 31 December 2013 is unaudited financial data. GENERAL The Company is a joint stock company with limited liability incorporated under the laws of the PRC, with its registered address locating at No. 1 Road Hunan East, Yanqing County, Beijing. Mr. Kang Dian is the legal representative and the registered capital is RMB3,119,546,600. The business scope of the Company includes personal insurance in RMB and foreign currency (including a variety of life insurance, health insurance and accident and casualty insurance), business of the agency, inspection and settlement of insurance for foreign and domestic insurance institutions, insurance consulting, capital operations in accordance with relevant laws and regulations and other businesses as approved by the China Insurance Regulatory Commission. DEFINITIONS In this announcement, unless the context otherwise requires, the following terms have the following meanings: Acquisition the Company, as one of the Transferors, agreed to transfer and the Platform Company agreed to acquire, a 7.09% equity interest in Pipeline United held by the Company in consideration of a 3.46% equity interest in the Platform Company 5
Acquisition Agreement Company Director(s) the Equity Interest Acquisition Agreement among PetroChina Eastern Pipeline, Pipeline United and PetroChina Northwestern United Pipeline entered into among the Transferors, including the Company, and the Platform Company on 24 December 2015, pursuant to which the Transferors agreed to transfer and the Platform Company agreed to acquire the equity interests held by the Transferors in each of Pipeline United, PetroChina Eastern Pipeline and PetroChina Northwestern United Pipeline, respectively, in consideration of the entire equity interests in the Platform Company New China Life Insurance Company Ltd., a joint stock limited company 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: 601336) director(s) of the Company discloseable transaction has the meaning ascribed thereto in the Listing Rules Hong Kong Hong Kong Stock Exchange Listing Rules Pipeline United percentage ratios PetroChina PetroChina Eastern Pipeline PetroChina Northwestern United Pipeline the Hong Kong Special Administrative Region of the PRC The Stock Exchange of Hong Kong Limited the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange PetroChina Pipeline United Company Ltd., a limited liability company incorporated in the PRC and is a subsidiary of PetroChina as at the date of this announcement has the meaning ascribed thereto in the Listing Rules PetroChina Company Limited, a joint stock limited company incorporated in the PRC, the shares of which are listed on the Main Board of the Hong Kong Stock Exchange (stock code: 0857) and the Shanghai Stock Exchange (stock code: 601857), and the American Depositary Shares of which are listed on the New York Stock Exchange (symbol: PTR) PetroChina Eastern Pipeline Company Ltd., a limited liability company incorporated in the PRC and is a subsidiary of PetroChina as at the date of this announcement PetroChina Northwestern United Pipeline Company Ltd., a limited liability company incorporated in the PRC and is a subsidiary of PetroChina as at the date of this announcement 6
Platform Company PRC Transferors PetroChina Pipeline Company Ltd., a limited liability company incorporated in the PRC and is a subsidiary of PetroChina as at the date of this announcement 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 certain shareholders of Pipeline United, PetroChina Eastern Pipeline and PetroChina Northwestern United Pipeline, including the Company and PetroChina % per cent By Order of the Board New China Life Insurance Company Ltd. KANG Dian Chairman Beijing, China, 24 December 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 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