As filed with the Securities and Exchange Commission on December 23, 2009
Registration No. 333-
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For American Depositary Shares Evidenced by American Depositary Receipts
China Life Insurance Company Limited
(Exact name of issuer of deposited securities as specified in its charter)
China Life Insurance Company Limited
(Translation of issuer's name into English)
The People's Republic of China
(Jurisdiction of incorporation or organization of issuer)
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified in its charter)
60 Wall Street
New York, N.Y. 10005
(212) 250-9100
(Address, including zip code, and telephone number, including area
code, of depositary's principal executive offices)
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CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
(212) 894-8940
(Address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Francis Fitzherbert-Brockholes, Esq. James C. Scoville, Esq.
White & Case LLP Li Li, Esq.
5 Old Broad Street Debevoise & Plimpton LLP
London EC2N 1DW 2202 Jin Mao Tower
United Kingdom 88 Century Boulevard
+44-20-7532-1000 Shanghai 20012, China
+(86-21) 5047-1800
It is proposed that this filing become effective under Rule 466
[ ] immediately upon filing
[ ] on (Date) at (Time)
If a separate registration statement has been filed to register the
deposited shares, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Proposed Proposed Amount of
Title of each class Amount to be maximum aggregate price maximum aggregate registration
of Securities to be registered registered per unit (1) offering price (2) fee
-------------------------------- ------------------- ------------------------- ---------------------- ----------------
American Depositary Shares 200,000,000 $5.00 10,000,000 $713
evidenced by American American Depositary
Depositary Receipts, each Shares
American Depositary Share
representing 15 overseas
foreign-invested shares, or H
shares, par value RMB 1.00
each, of China Life Insurance
Company Limited
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(1) Each Unit represents 100 American Depositary Shares.
(2) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(k), such estimate is computed on the basis of the
maximum aggregate fees or charges to be imposed in connection with the
issuance of American Depositary Shares.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the United States Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
This registration statement may be executed in any number of counterparts,
each of which shall be deemed an original and all of such counterparts together
shall constitute one and the same instrument.
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The prospectus consists of the proposed form of American Depositary Receipt
("Receipt" or "American Depositary Receipt") included as Schedule 1 to the form
of Amended and Restated Deposit Agreement filed as Exhibit (a) to this
registration statement, which form of American Depositary Receipt is
incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1. Description of Securities to be Registered
Cross Reference Sheet
Location in Form of Receipt
Item Number and Caption Filed Herewith as Prospectus
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1. Name and address of depositary Face of American Depositary
Receipt, introductory
paragraph
2. Title of American Depositary Receipts and Face of American Depositary
identity ofdeposited securities Receipt, top center
Terms of Deposit:
(i) The amount of deposited securities Face of American Depositary
represented by one unit of American Depositary Receipt, upper right corner
Receipts
(ii) The procedure for voting, if any, the Paragraph (12)
deposited securities
(iii) The procedure for collection and Paragraphs (4), (5), (7) and
distribution of dividends (10)
(iv) The procedure for transmission of Paragraphs (3), (8) and (12)
notices, reports and proxy soliciting material
(v) The procedure for sale or exercise of Paragraphs (4), (5) and (10)
rights
(vi) The procedure for deposit or sale of Paragraphs (4), (5), (10)
securities resulting from dividends, splits and (13)
or plans of reorganization
(vii) The procedure for amendment, extension Paragraphs (16) and (17)
or termination of the deposit agreement
(viii) The procedure for rights of holders of Paragraph (3)
Receipts to inspect the transfer books of the
depositary and the list of holders of Receipts
(ix) Restrictions upon the right to deposit Paragraphs (1), (2), (4),
or withdraw the underlying securities and (5)
(x) Limitation upon the liability of the Paragraph (14)
depositary
3. Fees and Charges Paragraph (7)
Item - 2. Available Information
Statement that China Life Insurance Company Paragraph (8)
Limited is subject to the periodic reporting
requirements of the Securities Exchange Act of
1934 and, accordingly files certain reports
with the Commission, and that such reports
can be inspected by holders of American
Depositary Receipts and copied at public
reference facilities maintained by the
Commission in Washington, D.C.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3. Exhibits
(a) Form of Amended and Restated Deposit Agreement among China
Life Insurance Company Limited. (the "Company"), Deutsche Bank
Trust Company Americas, as depositary (the "Depositary"), and
the Holders and Beneficial Owners of American Depositary
Shares evidenced by American Depositary Receipts issued
thereunder (the "Amended and Restated Deposit Agreement"),
including the form of American Depositary Receipt. - Filed
herewith as Exhibit (a).
(b) Any other agreement to which the Depositary is a party
relating to the issuance of the American Depositary Shares
registered hereby or the custody of the deposited securities
represented thereby. - Not Applicable.
(c) Every material contract relating to the deposited securities
between the Depositary and the issuer of the deposited
securities in effect at any time within the last three years.
- Not Applicable.
(d) Opinion of White & Case LLP, counsel to the Depositary, as to
the legality of the securities being registered. - Filed
herewith as Exhibit (d).
(e) Certification under Rule 466. - Not Applicable.
(f) Powers of attorney for certain officers and directors of the
Company. Set forth on the signature pages hereto.
Item - 4. Undertakings
(a) The Depositary hereby undertakes to make available at the
principal office of the Depositary in the United States, for
inspection by holders of the American Depositary Receipts, any
reports and communications received from the issuer of the
deposited securities which are both (1) received by the
Depositary as the holder of the deposited securities; and (2)
made generally available to the holders of the underlying
securities by the issuer.
(b) If the amounts of fees charged are not disclosed in the
prospectus, the Depositary undertakes to prepare a separate
document stating the amount of any fee charged and describing
the service for which it is charged and to deliver promptly a
copy of such fee schedule without charge to anyone upon
request. The Depositary undertakes to notify each registered
holder of an American Depositary Receipt thirty days before
any change in the fee schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that all the
requirements for filing on Form F-6 are met and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, United States, on , 2009.
Legal entity created by the form of
Amended and Restated Deposit Agreement
for the issuance of American
Depositary Receipts for H shares, par
value RMB 1.00 each, of China Life
Insurance Company Limited.
DEUTSCHE BANK TRUST COMPANY AMERICAS,
AS DEPOSITARY
By: /s/ James Kelly
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Name: James Kelly
Title: Vice President
By: /s/ Michael Curran
--------------------------------
Name: Michael Curran
Title: Vice President
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, China Life
Insurance Company Limited certifies that it has reasonable grounds to believe
that all the requirements for filing on Form F-6 are met and has duly caused
this registration statement to be signed on its behalf by the undersigned
thereunto duly authorized, in the city of Beijing, People's Republic of China,
on , 2009.
CHINA LIFE INSURANCE COMPANY LIMITED
By: /s/ Wan Feng
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Name: Wan Feng
Title: President and Executive Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Yang Chao and Wan Feng and each of them,
his or her true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments, including
post-effective amendments and supplements to this registration statement, and to
file or cause to be filed the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, his or her full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes he or
she might or could do in person, and hereby ratifying and confirming all that
said attorneys-in-fact and agents, or his or her substitute, shall do or cause
to be done by virtue of this Power of Attorney.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on ,2009.
Signature Title
/a/ Yang Chao Yang Chao
------------------------------------ Chairman of the Board and
Executive Director
Wan Feng
/s/ Wan Feng President and Executive
------------------------------------ Director
(Principal Executive
Officer)
Liu Jiade
/s/ Liu Jiade Vice President
------------------------------------ (Principal Financial and
Accounting Officer)
/s/ Liu Yingqi Liu Yingqi
------------------------------------ Executive Director, Vice
President and Board
Secretary
Lin Darien
------------------------------------ Executive Director, Vice
President
/s/ Ma Yongwei Ma Yongwei
------------------------------------ Independent Non-Executive
Director
Sun Shuyi
------------------------------------ Independent Non-Executive
Director
/s/ Sun Changji Sun Changji
------------------------------------ Independent Non-Executive
Director
/s/ Bruce Douglas Moore Bruce Douglas Moore
------------------------------------ Independent Non-Executive
Director
/s/ Miao Jianmin Miao Jianmin
------------------------------------ Non-Executive Director
/s/ Shi Guoqing Shi Guoqing
------------------------------------ Non-Executive Director
Zhuang Zuojin
------------------------------------ Non-Executive Director
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned, the duly authorized representative in the United States of China
Life Insurance Company Limited, has signed this registration statement or
amendment thereto in the City of Newark, Delaware on , 2009.
AUTHORIZED U.S. REPRESENTATIVE
By: /s/ Donald J. Puglisi
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Name: Donald J. Puglisi
Title: Managing Director
INDEX TO EXHIBITS
Exhibit
Number. Exhibit
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(a) Form of Amended and Restated Deposit Agreement.
(d) Opinion of White & Case LLP, counsel to the Depositary,
as to the legality of the securities being registered.