China Securities Regulatory Commission 98 97 92 36 226 22 222 2 96 70 54 100 50 36 29 10 7 2 Contents Annual Report 2014 39 102 104 105 Insurance Law Company Law SSE HKSE CSRC CIRC CLP&C Pension Company AMC CLIC The Company' report, unless the context otherwise requires, the following expressions have the following meanings: In this annual Definitions and Material Risk Alert China Life Insurance Company Limited Annual Report 2014 217 107 China Life Insurance Company Limited China Life Insurance Company Limited and its subsidiaries 1 Notes to the Consolidated Financial Statements The Company is the largest life insurance company in China. Our distribution network, comprising exclusive agents, direct sales representatives, and dedicated and non-dedicated agencies, is the most extensive one in China. The Company is one of the largest institutional investors in China, and through its controlling shareholding in China Life Asset Management Company Limited, the Company is the largest insurance asset management company in China. The Company also has controlling shareholding in China Life Pension Company Limited. The Company is a life insurance company established in Beijing, China on 30 June 2003 according to the Company Law and Insurance Law of the People's Republic of China. The Company was successfully listed on the New York Stock Exchange, the Hong Kong Stock Exchange and the Shanghai Stock Exchange on 17 and 18 December 2003, and 9 January 2007, respectively. The Company's registered capital is RMB28,264,705,000. 成人达己 成己为人 點諧中國 Annual Report 2014 Stock Code: 2628 Our products and services include individual life insurance, group life insurance, and accident and health insurance. The Company is a leading provider of individual and group life insurance, annuity products and accident and health insurance in China. As at 31 December 2014, the Company had approximately 197 million long-term individual and group life insurance policies, annuity contracts, and long-term health insurance policies in force. We also provide both individual and group accident and short-term health insurance policies and China Life Insurance Company Limited 60 Wall Street, New York, NY 10005 Domestic Legal Adviser: King & Wood Mallesons International Legal Advisers: Latham & Watkins Debevoise & Plimpton LLP Date of First Registration of the Company: 30 June 2003 中国人寿保险股份有限公司 services. Definitions and Material Risk Alert Company Profile Consolidated Statement of Cash Flows Consolidated Statement of Changes in Equity Consolidated Statement of Comprehensive Income Statement of Financial Position Consolidated Statement of Financial Position Independent Auditors' Report Honors and Awards Internal Control Corporate Governance Directors, Supervisors, Senior Management and Employees Changes in Share Capital and Shareholders Information Significant Events Report of the Supervisory Committee Report of the Board of Directors Management Discussion and Analysis Chairman's Statement Financial Summary Embedded Value Initial Registered Address of the Company: China Life Insurance (Group) Company, the controlling shareholder of the Company China Life Pension Company Limited, a subsidiary of the Company The Company's H Share Disclosure Websites: HKExnews website at www.hkexnews.hk www.sse.com.cn CSRC's Designated Website for the Company's Annual Report Disclosure: Company Profile China Life Insurance Company Limited Annual Report 2014 3 Securities Times The Company's website at www.e-chinalife.com Shanghai Securities News Newspapers for the Company's A Share Disclosure: Fax: 852-29192638 Office Address: 1403, 14/F., C.L.I. Building, 313 Hennessy Road, Wanchai, Hong Kong Telephone: 852-29192628 Hong Kong Office: Email: ir@e-chinalife.com Website: www.e-chinalife.com Fax: 86-10-66575722 China Securities Journal The Company's Annual Reports may be Obtained at: 12/F, China Life Plaza, 16 Financial Street, Xicheng District, Beijing, P.R. China Stock Information: Stock Type Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong Computershare Hong Kong Investor Services Limited H Share Registrar and Transfer Office: LFC 2628 Exchange New York Stock The Stock Exchange of Hong Kong Limited China Life China Life 601628 Stock Code Stock Short Name Stocks are Listed Shanghai Stock Exchange ADR H Share A Share Exchanges on which the Telephone: 86-10-63633333 China Life Asset Management Company Limited, a subsidiary of the Company 16 Financial Street, Xicheng District, Beijing, P.R. China 100033 16 Financial Street, Xicheng District, Beijing, P.R. China 100033 Material Risk Alert: Renminbi Yuan for the purpose of this report, "China" or "PRC" refers to the People's Republic of China, excluding the Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan region Articles of Association of China Life Insurance Company Limited Securities Law of the People's Republic of China RMB China or PRC The Company has stated in this report the details of its existing risks including risks relating to macro trends, risks relating to business and risks relating to investments. Please refer to the analysis of the risks which the Company may face in its future development in the section headed “Management Discussion and Analysis". Articles of Association Insurance Law of the People's Republic of China Company Law of the People's Republic of China Shanghai Stock Exchange The Stock Exchange of Hong Kong Limited 8 China Insurance Regulatory Commission China Life Property and Casualty Insurance Company Limited, a subsidiary of CLIC Securities Law Except for “the Company” referred to in the Consolidated Financial Statements. 2 China Life Insurance Company Limited Annual Report 2014 Registered Office Address: * Mr. Lan Yuxi, Securities Representative of the Company, is also the main contact person of the external Company Secretary engaged by the Company Email: lanyuxi@e-chinalife.com Fax: 86-10-66575112 Telephone: 86-10-63631068 Office Address: 16 Financial Street, Xicheng District, Beijing, P.R. China 100033 Securities Representative: Lan Yuxi Email: ir@e-chinalife.com Fax: 86-10-66575112 Office Address: 16 Financial Street, Xicheng District, Beijing, P.R. China 100033 Telephone: 86-10-63631244 Board Secretary: Zheng Yong Legal Representative: Yang Mingsheng China Life Insurance Company Limited (“China Life") Registered Name in English: 中國人壽保險股份有限公司(簡稱「中國人壽」) Registered Name in Chinese: Company Profile Current Office Address: 16 Chaowai Avenue, Chaoyang District, Beijing, P.R. China 100020 Date of the Latest Change of Registration of the Company: 19 June 2014 Latest Change of the Registered Address of the Company: 29.0% 7.82 6.78 7.38 Net cash inflow from operating activities per share 2.77 2.42 7.80 14.6% 4.74 6.32 Major financial ratio Weighted average ROE (%) 12.83 11.22 increase of 1.61 4.68 10.05 Equity holders' equity per share 1.19 2,246,567 1,972,941 13.9% 2,100,870 1,959,236 1,848,681 1,750,356 284,121 220,331 1,898,916 1,583,907 1,410,579 13.6% 1,790,838 1,494,969 1,336,245 11.9% 1,675,815 1,390,519 1,200,104 29.0% 221,085 191,530 208,710 Per share (RMB) Earnings per share (basic and diluted) 1.14 0.88 30.1% 0.39 0.65 5.38 Total equity holders' equity 9.16 percentage points Gross investment yield = (Investment income + Net realised gains/(losses) and impairment on financial assets + Net fair value gains/(losses) through profit or loss + Total income from investment properties – Business tax and extra charges for investment)/ ((Investment assets at the beginning of the period + Investment assets at the end of the period)/2) China Life Insurance Company Limited Annual Report 2014 Chairman's Statement Yang Mingsheng, Chairman greater In 2014, the world economic recovery was difficult and the downward pressure on China's economy increased continuously. There was an array of interrelated problems and challenges. Amidst such a complicated business situation accompanied by more fierce competitions in financial and insurance markets, the Company, with scientific planning and reasonable deployment, closely adhered to the business strategy of “prioritizing value, stabilizing volume, optimizing structure and expanding sources of profit", solidly promoted the “innovation-driven development strategy", actively implemented the development tactics of "Five Focuses", which is the focuses on creating more business value, sales force, regular premiums, individual life insurance and market in urban areas, persistently overcame difficulties, and achieved a series of encouraging results. Under a great deal of pressures resulting from the intensive termination of renewal premiums, the Company's business volume developed with ensuring stability. Meanwhile, the Company achieved obvious results in structural adjustments by putting more efforts on the development of insurance businesses with mid- and long-term regular premiums, realized a noticeable increase in its new business value by effectively tackling the challenges of market-oriented reform of premium rates, and strongly enhanced the sales force and its productivity by adhering to the strategy of “effective expansion”. At the critical point of surmounting difficulties on reform, the Company made a breakthrough of the innovation-driven development, realized solid prevention and control of its operation risks and achieved a sound and steady business development in the meanwhile. Suffice it to say that the Company has confidently taken a new step forward on its road of transformation and upgrading. 7 4. China Life Insurance Company Limited Annual Report 2014 During the Reporting Period, the Company's total revenue was RMB440,766 million, a 5.5% increase year-on-year; net profit attributable to equity holders of the Company was RMB32,211 million, a 30.1% increase year-on-year; earnings per share (basic and diluted) were RMB1.14, a 30.1% increase year-on-year. One-year new business value was RMB23,253 million, a 9.2% increase year-on-year. The Company's market share² in 2014 was approximately 26.1%, maintaining a leading position in the life insurance market. As at the end of the Reporting Period, the Company's total assets reached RMB2,246,567 million, an increase of 13.9% from the end of 2013; embedded value was RMB454,906 million, an increase of 32.9% from 2013. As at 31 December 2014, the Company's solvency ratio was 294.48%. The Board of Directors of the Company proposes the payment of a final dividend of RMB0.40 per share (inclusive of tax), subject to the shareholders' approval at the 2014 Annual General Meeting to be held on Thursday, 28 May 2015. The Company continued to actively undertake its corporate social responsibility. Relying on its competitive advantages in professionalism and business scale, the Company continued to develop policy-oriented businesses including Supplementary Major Medical Insurance for Urban and Township Residents, New Village Cooperative Medical Insurance and New Rural Pension Insurance, as well as Rural Micro-insurance business. In addition, the Company provided insurance coverage for astronauts, aerospace scientists, and over 160,000 college-graduate village officials. The Company actively participated in public welfare and charitable undertakings. During the Reporting Period, the Company continually donated RMB30 million to the China Life Foundation. It also donated over RMB36 million through the China Life Foundation to relevant organizations to provide support for Wenchuan earthquake orphans, Yushu earthquake orphans and Zhouqu mudslide orphans; to provide funding for the poverty alleviation projects in Yunxi County in Hubei Province, and Tiandeng County and Longzhou County in Guangxi Zhuang Autonomous Region; to provide subsidies for families bereft of their only child; to provide funding for the construction of kidney dialysis clinics in grass-root hospitals in some rural areas in Liaoning Province; to provide funding for equipping rural hospitals in southern Ningxia mountainous area with ambulances and color type-B ultrasonic medical devices; and to offer the "screening of two types of cancers" and the protection of serious diseases for women in poverty-stricken areas. The year 2015 marks the in-depth and thorough implementation of “Opinions on Promoting the Development of the Modern Insurance Service Industry" (hereinafter referred to as the "New Ten Rules"), and the final phase of China's 12th Five-Year Plan. Under the “new normal” state of China's economic growth, the insurance industry will enter into a new period characterized by “leaping development, big challenges, major adjustments and great differentiations". The industry's social status is expected to be further elevated, the market further expanded, the pace of innovation further accelerated, and the development environment further optimized. The Company will seek to speed up its business development, make breakthroughs in the “Five Focuses" and overcome bottleneck problems by adhering to the working guidelines of "capturing opportunities, acting proactively, advancing prudently and developing innovatively" and firmly implementing the operation ideas of “emphasizing value, strengthening sales force, optimizing structure and achieving stable growth", to strive to strengthen the Company's sustainable development capacity and core competitiveness, and to embark on a new march of transformation and upgrading. The Company will aim to maintain its leading position in the market by striving for a stable growth, and to increase the new business value by deeply advancing the structural adjustment. With the exclusive individual agents as the main channel, the Company will further accelerate the development of insurance businesses with mid- and long-term regular premiums, improve the group insurance channel business and its benefit contribution, accelerate the development of bancassurance businesses with regular premiums and push forward transformation of the bancassurance channel, actively enhance the construction and development of new sales channels such as tele-sales, online sales and direct sales over the 2 Calculated according to the premium data of life insurance companies in 2014 released by the CIRC. Chairman's Statement Ratio of assets and liabilities = Total liabilities/Total assets 3. Investment assets = Cash and cash equivalents + Securities at fair value through profit or loss + Available-for-sale securities + Held-to-maturity securities + Term deposits + Securities purchased under agreements to resell + Loans + Statutory deposits + Investment properties Ratio of assets and liabilities (%) 87.21 88.72 Gross investment yield (%) 5.36 4.86 decrease of 1.51 percentage points increase of 0.50 percentage points 88.25 87.79 85.08 2.79 3.51 5.11 Notes: 1. 2. Net profit refers to net profit attributable to equity holders of the Company, while equity holders' equity refers to equity attributable to equity holders of the Company. 16.02 Total liabilities Investment assets² Total assets Financial Summary Major Financial Data¹ 2014 2013 Under International Financial Reporting Standards (IFRS) Change RMB million China Life Insurance Company Limited Annual Report 2014 2012 2010 For the year ended Total revenues Net premiums earned 440,766 417,883 5.5% 2011 5 Changes of the Controlling Shareholder of the Company since the Company's Initial Public Offering: None None 16 Financial Street, Xicheng District, Beijing, P.R. China 100033 4 Corporate Business Licence Serial Number: 100000000037965 Tax Registration Certificate Number: 11010271092841X Organization Code: 71092841-X China Life Insurance Company Limited Annual Report 2014 Company Profile Auditors of the Company: Domestic Auditor: Ernst & Young Hua Ming LLP Address: Level 16, Ernst & Young Tower, Oriental Plaza, No.1 East Changan Avenue, Dongcheng District, Beijing, P.R. China Name of the Signing Auditors: Zhang Xiaodong, Huang Yuedong International Auditor: Ernst & Young Address: 22/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong Changes in the Main Business of the Company since the Company's Initial Public Offering: 371,485 370,899 385,838 330,105 20,513 41,008 Net profit attributable to equity holders of the Company 32,211 24,765 30.1% 11,061 18,331 33,626 Net cash inflow from operating activities 78,247 68,292 14.6% 132,182 133,953 178,600 As at 31 December 10,968 Depositary of ADR: 37.2% 40,402 324,813 1.6% 322,126 318,276 318,088 Benefits, claims and expenses 404,275 391,557 3.2% 363,554 352,599 346,601 Insurance benefits and claims expenses 315,294 312,288 1.0% 300,562 290,717 279,632 Profit before income tax 29,451 Deutsche Bank In our opinion, the consolidated financial statements give a true and fair view of the state of affairs of the Company and of the Group as at 31 December 2014, and of the Group's profit and cash flows for the year then ended in accordance with International Financial Reporting Standards and have been properly prepared in accordance with the disclosure requirements of the Hong Kong Companies Ordinance. The notes on pages 107 to 216 form an integral part of these consolidated financial statements. "Forbes" Honors and Awards China Life Insurance Company Limited Annual Report 2014 95 of The Company formulated the “Provisional Measures on Accountability System for Major Errors in Periodic Report Disclosures of China Life Insurance Company Limited", which were adopted throughout the Company after being examined and approved by the Board in March 2011, and organized the related internal departments and personnel to study and implement it. In 2014, there were no incidents of major error in the annual report the Company. III. ACCOUNTABILITY SYSTEM FOR MAJOR ERRORS IN ANNUAL REPORTS AND ITS IMPLEMENTATION For an analysis and management of the major risk factors of the Company, please refer to Note 4 in the Notes to the Consolidated Financial Statements of this annual report. In 2014, the Company continued to implement the “Guidelines for the Implementation of Comprehensive Risk Management of Personal Insurance Companies" issued by the CIRC so as to further promote the establishment of a comprehensive risk management system for the Company, and strengthen the downward transmission mechanism for the system of risk preference in order to change its risk supervision and control from ex post reporting to concurrent monitoring. The Company developed and improved the framework for comprehensive risk management, and formulated a plan to establish a risk database with the aim to conducting quantitative assessment of risk losses and risk indicators. The Company also continued to strengthen its efforts in risk early-warning and risk classification management, and intensify its control over key risk fields, thus forming a standardized and systematic early-warning system. The Company established a 5-tier organizational structure with the ultimate responsibility assumed by the Board, under the direct leadership of the management, having reliance on the risk management departments and with the close cooperation among the relevant functional departments. The first tier is the corporate governance level, including the Board, the Supervisory Committee and the Risk Management Committee and the Audit Committee under the Board. The second tier is the headquarter level. The President's Office of the Company has set up the Internal Control and Risk Management Committee, under which several functional departments, such as the Internal Control and Risk Management Department, the Legal and Compliance Department, the Supervision Department, the Audit Department, and the departments in charge of finance and business administration, are established. The third tier is the provincial branches level. The General Manager's Office of the Company has set up the Internal Control and Risk Management Committee, under which several functional departments, such as the Internal Control and Compliance Department, the Supervision Department, and the departments in charge of finance and business administration, are established. The fourth tier is the local or city branches level, including Supervision (Legal and Compliance) Departments and related functional departments. The fifth tier is the county sub-branches level, the persons responsible for internal control and risk management of which have been determined. By establishing the organizational structure of risk control, the Company has gradually established a criss-cross network of risk control system, with the risk management departments at all levels as leading bodies, the relevant functional departments as main bodies, the vertical decision-making control system and horizontal interactive collaboration mechanism as supporting systems and the comprehensive risk management as focus, thus laying a strong foundation for the Company to achieve a comprehensive risk management system with full coverage, all-employee participation and effective workflows. II. RISK MANAGEMENT China Life Insurance Company Limited Annual Report 2014 Internal Control 94 The Internal Control and Risk Management Department, Audit Department, and Supervision Department of the Company are responsible for overseeing the implementation of its internal control policies. The Internal Control and Risk Management Department identifies issues in the areas of system design, control implementation and risk management in a timely manner through the adoption of various measures such as walk-through test, control test and risk analysis. It also eliminates loopholes, guards against risks and reduces losses by adopting various measures to improve systems, enhance legal compliance and pursue responsible persons. Adhering to the risk-oriented principle, in addition to the routine audits, the Audit Department has carried out a variety of ad-hoc audits, covering short-term health insurance, policy-based medical and social security supplemental medical insurance, costs in relation to business promotion and education and training, information system security, connected transactions, rectification of internal control deficiencies and subsequent audit. These routine and ad-hoc audits enabled the Company to identify potential risks in a timely manner and promote the business operation of the Company in compliance with applicable laws and regulations through improving the supervision and remedial mechanisms, strengthening the implementation of rectification measures and enhancing the application of audit results. The Company has formulated regulations with respect to the reporting, investigation, handling of and responsibility attribution for cases involving any violations of laws, disciplinary rules and regulations by employees, each being implemented by the Supervision Department, which ensures that cases involving any violations of laws, disciplinary rules and regulations by employees are handled in a timely manner, and the persons involved will be attributed proper responsibility. In September 2014, the Company dismissed the Sales Supervision Department, the management functions and responsibilities of which were given to other relevant departments of the Company, including the management functions and responsibilities with respect to any cases involving insurance agents (which specifically refer to judicial cases) being assigned to the Supervision Department. The Supervision Department reports and manages the responsibility attribution of the cases involving insurance agents in accordance with regulations such as the “Notice on the Establishment of a Reporting System of Judicial Cases involving Insurance Industry" and internal policies such as the "Implementing Rules for Responsibility Attribution of Cases", and will constantly optimize the relevant internal policies pursuant to the standards for administration of cases of insurance institutions to be promulgated by the competent authorities in charge of supervision of the insurance industry. The Company has established a comprehensive information technology system and formed a closed-loop mechanism focusing on centralized review and publication, periodic inspection and continuous improvement. Further, the Company has promoted the construction of an information safety system, and formulated and implemented a series of effective internal control measures in the course of system development and testing and day-to-day operation and management, thereby strengthening the information safety control and improving the information safety management of the Company. Internal Control China Life Insurance Company Limited Annual Report 2014 "FORTUNE China" "2014 Forbes Global 2000", ranking No. 66 "2014 Top 500 Chinese Enterprises", ranking No. 11 EY安永 Independent Auditors' Report China Life Insurance Company Limited Annual Report 2014 96 "2014 Best Insurance Company of the Year" "2014 Golden Tripod Award - the Insurance Company with the Strongest Comprehensive Strength of the Year" Eastmoney.com – “2014 Eastmoney Award" "National Business Daily” – Assessment and Selection of the "Golden Tripod Award" (the 5th Session) 93 "2014 Golden-shell Award - Best Insurance Company for Comprehensive Services" "2014 Golden Dragon Award – Best Listed Insurance Company of the Year" "2014 BrandZ Top 100 Global Most Valuable Brands", ranking No. 81 "Golden Bauhinia Award - 2014 Best Listed Company for Investor Relations Management" "Financial Times” – “2014 Gold Medal List of Chinese Financial Institutions" Millward Brown Hong Kong "Takungpao” "2014 Most Reliable Life Insurance Company" Hexun.com and China Securities Market Research and Design Center - the "12th China's Financial Annual Champion Awards of 2014" "21st Century Business Herald" - Assessment and Selection of the 21st Century Asset Management "Golden- shell Award" (the 7th Session) 93 The Company established transparent and standardized investment decision-making procedures and procedural rules to ensure the safe use of insurance funds. The Company has set up an Investment Decisions Committee with its own procedural rules. Any investment plans of the Company could only be implemented after obtaining the approval from the Investment Decisions Committee, which ensures that all investment decisions are in compliance with the requirements of PRC laws, regulations and administrative rules, and are proper taking into account the balance between assets and liabilities of the Company. The Company has formulated the “Provisional Measures on Accountability System for Major Errors in Periodic Report Disclosures of China Life Insurance Company Limited", which was reviewed and approved at the twelfth ad-hoc meeting of the third session of the Board held on 15 March 2011. These Provisional Measures set forth provisions governing the basic responsibilities of periodic report disclosures, the major errors in periodic report disclosures and the responsibility attribution. As of 31 December 2014, there has been no major error in periodic report disclosures of the Company. 90 96 In 2014, the Company continued to promote the innovation of its periodic reports. The Company fully considered the needs of its shareholders and investors on information, actively studied and improved the method of disclosure of key information, and extended the scope and depth of information disclosure so as to enable the shareholders and investors to have a deeper understanding of the development strategies and business operations of the Company, thus further enhancing the quality of information disclosure of periodic reports. The Company disclosed important announcements in relation to its financial results with initiative and prudence, which ensured the shareholders and investors to obtain timely and accurate information. The Company regularly organized training courses relating to information disclosure, carried out timely study and promotion of new regulatory rules of its listed jurisdictions, explained the key points and difficulties of information disclosure, strengthened its internal information exchange, continuously improved its workflow for information disclosure and improved the quality of its information disclosure. Such substantial and effective information disclosure measures has laid down a sound foundation for the continuous improvement of information disclosure of the Company. In 2014, the Company continued to strengthen the construction of its information disclosure system and implement the regulatory requirements relating to information disclosure in a practical manner: in accordance with the regulatory requirements of the CSRC and the Beijing Securities Regulatory Bureau with respect to the system of registration and administration of persons of the Company who have knowledge of inside information, the Company strictly and consistently implemented the "Measures for the Administration of Persons Who Have Knowledge of Inside Information" to ensure the standardization of its workflow for the management of inside information. The Company strictly implemented the registration and filing procedures of persons who have knowledge of inside information and conducted a self-examination over the implementation of the "Measures for the Administration of Persons Who Have Knowledge of Inside Information” in 2014, thereby further improving its information disclosure system. The Company has established a well-developed and practical information disclosure system in strict compliance with the laws and regulatory rules of its listed jurisdictions and continued to improve the quality of its information disclosure so as to ensure that domestic and overseas investors obtain true, accurate and complete information. The Company has proactively developed investor relations and strengthened its contact and communication with domestic and overseas investors through innovative work models, which enabled domestic and overseas investors to understand the business operations of the Company in a timely manner. INFORMATION DISCLOSURE AND INVESTOR RELATIONS Shareholders may put forward enquiries to the Board through the Company Secretary or the Board Secretary, or put forward proposals at shareholders' general meetings through their proxies. The Company has made available its contact details in its correspondence with shareholders to enable such enquiries or proposals to be properly directed. In accordance with the Articles of Association, when the Company convenes the shareholders' general meeting, shareholders individually or in aggregate holding 3% or more of the shares of the Company shall have the right to submit proposals to the Company. The Company should include such matters that fall into the scope of the functions and powers of the shareholders' general meeting in the agenda of the meeting. Shareholders individually or in aggregate holding 3% or more of the shares of the Company may submit provisional proposals in writing to the convenor sixteen days prior to the shareholders' general meeting. The provisional proposals shall fall into the scope of the functions and powers of the shareholders' general meeting and specify explicit topics and specific resolution matters. China Life Insurance Company Limited Corporate Governance 89 If the number of Directors is less than the number stipulated in the Company Law or two-thirds of the number specified by the Articles of Association, or the uncovered losses incurred amount to one-third of the Company's total share capital, or if the Board or the Supervisory Committee deems necessary, or more than half of the Directors (including at least two Independent Directors) requests, or shareholders holding 10% or more shares of the Company make a requisition, the Board shall convene an extraordinary shareholders' general meeting within two months. Where shareholders holding 10% or more shares request an extraordinary shareholders' general meeting, such shareholders shall make a request in writing to the Board with a clear agenda. The Board shall, upon receipt of such a written request, convene a meeting as soon as possible. If the Board fails to convene a meeting within 30 days of the receipt of such a written request, shareholders making such a request may convene a meeting by themselves at the cost of the Company within four months of the receipt by the Board of such a written request. To safeguard shareholders' interests, in addition to the right to participate in the Company's affairs by attending shareholders' general meetings, shareholders have the right to convene extraordinary shareholders' general meetings under certain circumstances. SHAREHOLDERS' INTERESTS The remuneration for senior management comprises basic salary, performance compensation, welfare benefits and medium and long term incentives. The Company implements a term-of-service and target-related responsibility system for senior management. At the beginning of each year, a performance target contract will be entered into between the Chairman and the President, the President and the Vice Presidents, and the President's Office and the senior management of branches of the Company. The performance target contract system is an important tool in disassembling the strategic goals of the Company in a scientific manner, which is conducive towards the breakdown of targets and transmission of responsibility, enhancing the implementation capacity of the Company and ensuring the successful completion of its annual business targets. The performance appraisal criteria listed in the individual performance target contracts of senior management are partially linked to the business targets of the Company and partially formulated with reference to the duties and functions of their respective positions. PERFORMANCE APPRAISAL AND INCENTIVES FOR SENIOR MANAGEMENT Business operations: The Company independently develops personal insurance businesses, including life insurance, health insurance and accident insurance businesses, reinsurance relating to the above insurance businesses, use of funds permitted by applicable PRC laws and regulations or the State Council, as well as its all types of personal insurance services, consulting business and agency business, and other businesses permitted by insurance administrative and regulatory authorities of the PRC. The Company currently possesses the “Insurance Company Legal Person Permit” (Number: 000005) issued by the CIRC. The Company is independently engaged in the businesses as prescribed in its business scope according to law, has separate sales and agency channels and is licensed to use licensed trademarks without consideration. The completeness and independence of the Company's business operations will not be adversely affected by its relationship with related parties. China Life Insurance Company Limited Annual Report 2014 To the shareholders of China Life Insurance Company Limited (Incorporated in the People's Republic of China with limited liability) Annual Report 2014 In 2014, the Company continuously improved and strengthened investor relations, which mainly included holding the Annual General Meeting, holding results release conferences, embarking on global non-deal roadshows, meeting and holding conference calls with investors and analysts, attending investors' meetings, organizing global open days of the Company, updating information on its investor relations website in a timely manner, delivering investor newsletters, establishing an investor relations hotline and an exclusive electronic mailbox to ensure timely replies to any enquiries made by investors and investment analysts. The Company has formulated and issued the “Accounting System of China Life Insurance Company Limited” and the “Accounting Practices of China Life Insurance Company Limited” in accordance with the relevant laws and regulations, such as the “Accounting Law of the People's Republic of China” and the “Enterprise Accounting Standards". The accounting units of the Company at all levels have implemented them in strict compliance with the requirements of the accounting system and various basic systems to regulate works relating to financial accounting and preparation of financial reports. The accounting units of the Company at all levels have assigned positions in a reasonable manner, clearly defined duties and responsibilities of such positions and their scope of authority on management, and strictly prohibited employees from serving incompatible positions concurrently, thus exercising the control over financial risks in an efficient manner. A relatively well-developed internal control system has been established in terms of team-building, sales and operations, and system management for the sales channels of products such as individual insurance, group insurance, bancassurance, health insurance, rural insurance and e-commerce. This internal control system regulates the relevant authorizations and operational workflows, and effectively adopts the measures to prevent and manage risks relating to the operation of exclusive agents. The Company has promulgated clear regulations for the workflows and authorizations relating to the verification of insurance policies, insurance claims, and the safe custody of documents. The Company has also formulated business operation standards and service quality standards, developed systems of business, document and file management, and further regulated the management of business approval authority to strengthen its control over business risk and improve the quality of its services. In compliance with regulatory requirements and having considered the characteristics of its business and management requirements, the Company established and implemented a series of internal control measures and procedures with respect to currency and funds, insurance operations, external investments, physical assets, information technology, financial reporting and information disclosure to ensure the safety and integrity of its assets, complied with relevant PRC laws and regulations and the internal rules and regulations of the Company, and improved the quality of accounting data. China Life Insurance Company Limited Annual Report 2014 Internal Control 92 It is the responsibility of the Board of the Company to establish and effectively implement well-established internal control systems, assess their effectiveness and disclose the report on the internal control assessment. The Board and the Audit Committee are responsible for leading the implementation of internal control measures of the Company, and the Supervisory Committee supervises the internal control assessments performed by the Board. The Company has established Internal Control and Risk Management Departments and Internal Control and Compliance Departments in its headquarters and branches. The Company also conducts tests on the management level, assesses the effectiveness of the established and implemented internal control systems in accordance with the requirements of the PRC regulations and Section 404 of the U.S. Sarbanes-Oxley Act, and reports to the Board, the Audit Committee and the management. In 2014, the Company further improved its internal control self- assessment systems, with its functional departments conducting the internal control self-assessment by way of walk-through test and strengthened its risk-oriented assessment strategy through target-specific assessments and substantive tests. The Company also further enhanced its independence of internal control assessment through cross-examination among its local branches. Pursuant to the requirements of the “Notice on the Proper Preparation for Disclosure of 2014 Annual Reports of Listed Companies” promulgated by the SSE, the Company shall release an Internal Control Self-assessment Report simultaneously with the publication of its 2014 annual report. The Company, as an overseas private issuer, was required to provide a specific assessment report on its internal control system relating to financial reporting for the year ended 31 December 2014 in its Form 20-F (U.S. Annual Report) submitted to the U.S. Securities and Exchange Commission (the “SEC”) in accordance with Section 404 of the U.S. Sarbanes-Oxley Act. In accordance with the requirements of laws and regulations relating to internal control of the jurisdictions where the Company is listed, the Company has completed internal control self-assessments in relation to the requirements of Section 404 of the U.S. Sarbanes-Oxley Act and the SSE for the year ended 31 December 2014, and confirmed that its internal controls were effective. The Company had also received from its independent auditors an unqualified opinion on the effectiveness of its internal control in relation to financial reporting as at 31 December 2014. The Company's assessment report and the report of its independent auditors will be included as an attachment to its annual report submitted to the SSE and its Form 20-F submitted to the SEC. The Company has been devoting significant effort towards the promotion of internal control and the establishment of internal control related systems. In accordance with the requirements of the "Standard Regulations on Corporate Internal Control”, the “Implementation Guidelines for Corporate Internal Control", the "Guidance on Internal Control for Companies Listed on the Shanghai Stock Exchange”, the “Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited”, and the “Basic Standards of Internal Control for Insurance Companies" issued by the CIRC, the Company has carried out a lot of work on its internal control system establishment, rules implementation and risk management by strictly following its corporate governance structure. The Company also formulated and issued the “Internal Control Implementation Manual of China Life Insurance Company Limited (2014 Edition)” to strengthen the implementation of internal control standards and internal control assessments, and actively promote the culture and philosophy of internal control, thereby continuously enhancing the internal control of the Company. Corporate Governance ESTABLISHMENT OF AN INTERNAL CONTROL SYSTEM Internal Control China Life Insurance Company Limited Annual Report 2014 91 With the approval at the 2013 Annual General Meeting held on 29 May 2014, the Company increased the number of the Board members as stipulated in the Articles of Association from 11 to 12. The amendment has been approved by the CIRC on 1 July 2014. For details of such amendment, please refer to the Supplemental Notice of 2013 Annual General Meeting of the Company dated 13 May 2014 and relevant meeting documents. CHANGES OF THE ARTICLES OF ASSOCIATION In 2014, the Company was awarded the “Most Popular Website of Listed Companies Among Investors” and the “Best Website of Listed Companies for Information Disclosure", and Mr. Zheng Yong, the Board Secretary, was awarded the "Board Secretary of the Best Website for Investor Relations Management” in the “Sixth Session of the Election of the Outstanding Website of Listed Companies in China" held by the Securities Times. In the “China Listed Companies Oversea Summit Forum in 2014 – China Securities Golden Bauhinia Award Festival" held by Hong Kong “Takungpao”, the Company was awarded the “2014 Best Listed Company for Investor Relations Management”. In the “12th China's Financial Annual Champion Awards of 2014” jointly organized by Hexun.com and China Securities Market Research and Design Center, the Company was awarded the “2014 Most Reliable Life Insurance Company of the Year", and Mr. Lin Dairen, President of the Company, was awarded the “Annual Influential Person in the Insurance Industry". In the assessment and selection of the “Gold Bull Award for Listed Companies in 2013 ” held by China Securities in 2014, the Company was awarded the title of the “Most Profitable Company”. Mr. Zheng Yong, the Board Secretary, was awarded the title of the “Best Board Secretary for Information Disclosure” in the “Golden Board Secretary of Listed Companies of 2014” held by Shanghai Securities News. groups, and In 2014, the Company communicated with more than 3,000 investors and analysts through different channels, including the reception at the Company of 117 groups of investors and analysts consisting of over 500 individuals in total, communicating with more than 1,000 investors by participating in 17 investors' meetings held locally or overseas, and meeting and visiting more than 230 investors in roadshows. In addition, the Company kept in close contact with investors' groups by phone and email, communicated through more than 1,500 emails with investors' answered and replied more than 1,000 calls and emails. I. 98 We have audited the consolidated financial statements of China Life Insurance Company Limited (the “Company”) and its subsidiaries (together, the “Group”) set out on pages 98 to 216, which comprise the consolidated and company statements of financial position as at 31 December 2014, and the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. Our report is made solely to you, as a body, in accordance with Hong Kong Companies Ordinance, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report. Accrued investment income 8,295 11,925 9.7 Securities purchased under agreements to resell 34,172 53,052 9.6 Securities at fair value through profit or loss 491,527 607,531 9.5 Available-for-sale securities 6,153 6,153 9.4 Statutory deposits - restricted 9.8 44,350 34,717 Premiums receivable 1,972,941 2,246,567 Total assets 21,330 47,034 20,430 19,411 13 664,174 1,069 23 12 Cash and cash equivalents Other assets Reinsurance assets 9,876 11,166 11 1,032 690,156 9.3 Term deposits Notes 2013 2014 As at 31 December As at 31 December ASSETS As at 31 December 2014 Consolidated Statement of Financial Position RMB million China Life Insurance Company Limited Annual Report 2014 24 March 2015 Hong Kong Certified Public Accountants Ernst & Young OPINION We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors' judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity's preparation of consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the consolidated financial statements. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. 97 DIRECTORS' RESPONSIBILITY FOR THE CONSOLIDATED FINANCIAL STATEMENTS The directors of the Company are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with International Financial Reporting Standards and the disclosure requirements of the Hong Kong Companies Ordinance, and for such internal control as the directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. AUDITORS' RESPONSIBILITY RMB million 6 118,626 166,453 9.2 Loans 503,075 517,283 9.1 Held-to-maturity securities Property, plant and equipment 34,775 8 Investments in associates and joint ventures 1,329 1,283 7 Investment properties 23,393 25,348 44,390 Corporate Governance China Life Insurance Company Limited Annual Report 2014 Reserves 2,254 222,585 32,211 303 32,514 39,232 52 39,284 95,037 Total comprehensive income 32,211 355 71,798 Transactions with owners Capital paid in 826 692 1,518 39,232 Appropriation to reserves (Note 35) 97,029 Other comprehensive income (3,957) (3,957) Dividends to non-controlling interests (80) (80) Total transactions with owners 6,082 (10,039) 28,265 8 As at 31 December 2013 28,265 97,029 earnings 2,254 222,585 As at 1 January 2014 Net profit (3,949) Dividends paid 8,832 Dividends paid (Note 32) For the year ended 31 December 2014 2014 2013 RMB million RMB million 40,402 29,451 Adjustments for: Profit before income tax Investment income (82,816) Net realised and unrealised gains and impairment on financial assets (12,928) (5,930) Amount of investment cost below the fair value for identifiable net assets of an associate (683) Insurance contracts (93,548) (8,832) CASH FLOWS FROM OPERATING ACTIVITIES China Life Insurance Company Limited Annual Report 2014 (8,479) (8,479) Dividends to non-controlling interests (91) (91) Total transactions with owners 9,658 (17,311) Consolidated Statement of Cash Flows 601 As at 31 December 2014 28,265 145,919 109,937 3,210 287,331 The notes on pages 107 to 216 form an integral part of these consolidated financial statements. 104 (7,052) (6,082) 6,082 Appropriation to reserves (Note 35) Annuity and other insurance balances payable 20,426 46,089 18 Securities sold under agreements to repurchase 10,890 Financial liabilities at fair value through profit or loss 67,985 25,617 67,989 2,623 16 675 Bonds payable Interest-bearing loans and borrowings 49,536 74,745 Policyholder dividends payable 17 65,087 23,179 Other liabilities Total liabilities 184 223 20 20 5 52 4,919 Premiums received in advance 19,375 18,233 20,062 19 6,305 15,850 Statutory insurance fund Current income tax liabilities Deferred tax liabilities 28 72,275 15 Investment contracts 80,311 2,016 223,101 24,765 243 25,008 (21,562) (13) 112,509 (21,575) 24,765 230 3,433 Total comprehensive income Transactions with owners Capital paid in 888 88 (21,562) 28,265 (Note 35) (Note 34) 1,494,497 1,603,446 14 Insurance contracts Liabilities LIABILITIES AND EQUITY RMB million RMB million Notes 2013 2014 As at 31 December As at 31 December As at 31 December 2014 Consolidated Statement of Financial Position China Life Insurance Company Limited Annual Report 2014 RMB million RMB million RMB million Depreciation and amortisation Foreign exchange losses/(gains) Share of profit of associates and joint ventures Changes in operating assets and liabilities: Cash and cash equivalents Beginning of the year 21,330 69,452 End of the year 47,034 21,330 Analysis of balances of cash and cash equivalents (48,122) Cash at banks and in hand 20,036 Short-term bank deposits 1,595 1,294 The notes on pages 107 to 216 form an integral part of these consolidated financial statements. 106 China Life Insurance Company Limited Annual Report 2014 Notes to the Consolidated Financial Statements 45,439 For the year ended 31 December 2014 25,704 (76) Interest paid (10) (4,618) (4,083) Dividends paid to equity holders of the Company (8,479) (3,957) Dividends paid to non-controlling interests Net increase/decrease) in cash and cash equivalents (91) Capital injected into a subsidiary by non-controlling interests 1,358 88 Net cash inflow/(outflow) from financing activities 16,704 (56,105) Foreign exchange gains/(losses) on cash and cash equivalents 10 (80) 1 2 ORGANIZATION AND PRINCIPAL ACTIVITIES (i) Financial Instruments: Presentation - Offsetting Financial Assets and Financial Liabilities Recoverable Amount Disclosures for Non-Financial Assets Novation of Derivatives and Continuing of Hedge Accounting Investment Entities Definition of Vesting Condition Accounting for Contingent Consideration in a Business Combination Short-term Receivables and Payables Meaning of Effective IFRSS IFRS 1 Amendment (iii) These three amendments are included in Annual Improvements 2010-2012 Cycle. (iii) The amendment is included in Annual Improvements 2011-2013 Cycle. IAS 32 Amendment - Financial Instruments: Presentation - Offsetting Financial Assets and Financial Liabilities The amendment to IAS 32 clarifies the meaning of “currently has a legally enforceable right to set-off” and the criteria for non-simultaneous settlement mechanisms of clearing houses to qualify for offsetting. The amendment has no impact on the Group's consolidated financial statements. IAS 36 Amendment – Recoverable Amount Disclosures for Non-Financial Assets The amendment to IAS 36 removes the unintended consequences of IFRS 13 Fair Value Measurement on the disclosures required under IAS 36 Impairment of Assets. In addition, the amendment requires disclosure of the recoverable amounts for the assets or each cash-generating unit for which impairment loss has been recognised or reversed during the period, and expands the disclosure requirements regarding the fair value measurement for these assets or units if their recoverable amounts are based on fair value less costs of disposal. The Group will provide the required disclosures once an impairment loss for non-financial assets exists. 108 (ii) These two amendments have been effective from 1 July 2014. IFRS 10, IFRS 12 and IAS 27 (Revised) Amendments IFRS 2 Amendment (i)(ii) IFRS 3 Amendment (i)(ii) IFRS 13 Amendment (i) IAS 39 Amendment IAS 36 Amendment China Life Insurance Company Limited (the “Company”) was established in the People's Republic of China (“China” or the “PRC”) on 30 June 2003 as a joint stock company with limited liability as part of a group restructuring of China Life Insurance (Group) Company ("CLIC”, formerly China Life Insurance Company) and its subsidiaries (the "Restructuring"). The Company and its subsidiaries are hereinafter collectively referred to as the "Group". The Group's principal activity is the writing of life insurance business, providing life, annuity, accident and health insurance products in China. The Company is a joint stock company incorporated in the PRC with limited liability. The address of its registered office is: 16 Financial Street, Xicheng District, Beijing, the PRC. The Company is listed on the New York Stock Exchange, the Stock Exchange of Hong Kong Limited, and the Shanghai Stock Exchange. These consolidated financial statements are presented in millions of Renminbi (“RMB million”) unless otherwise stated. These consolidated financial statements have been approved for issue by the Board of Directors on 24 March 2015. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. 2.1 Basis of preparation The Group has prepared these consolidated financial statements in accordance with International Financial Reporting Standards (“IFRSs”), amendments to IFRSs and interpretations issued by the International Accounting Standards Board (“IASB"). These consolidated financial statements also comply with the applicable disclosure provisions of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “Listing Rules") and the applicable disclosure requirements of the Hong Kong Companies Ordinance relating to the preparation of consolidated financial statements, which for this financial year and the comparative period continue to be those of the predecessor Companies Ordinance (Cap. 32), in accordance with transitional and saving arrangements for Part 9 of the Hong Kong Companies Ordinance (Cap. 622), “Accounts and Audit”, which are set out in sections 76 to 87 of Schedule 11 to that Ordinance. The Group has prepared the consolidated financial statements under the historical cost convention, except for financial assets and liabilities at fair value through profit or loss, available-for-sale securities, insurance contract liabilities and certain property, plant and equipment at deemed cost as part of the Restructuring process. The preparation of financial statements in conformity with IFRSS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 3. 107 China Life Insurance Company Limited Annual Report 2014 Notes to the Consolidated Financial Statements For the year ended 31 December 2014 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.1 Basis of preparation (continued) 2.1.1 New accounting standards and amendments adopted by the Group for the first time for the financial year beginning 1 January 2014 Standards/Amendments Content IAS 32 Amendment Cash repaid to lenders Equity 2,881 25,663 Dividends received – securities at fair value through profit or loss 106 579 Net cash inflow from operating activities 78,247 68,292 CASH FLOWS FROM INVESTING ACTIVITIES Disposals and maturities: 1,002 Disposals of debt securities Disposals of equity securities Property, plant and equipment Purchases: Debt securities 21,242 20,623 22,407 15,244 Maturities of debt securities 285,647 1,902 (5,343) Securities at fair value through profit or loss 108,955 109,843 2,124 2,026 (268) 437 (3,911) Interest received securities at fair value through profit or loss (3,125) (449) Financial liabilities at fair value through profit or loss 9,704 Receivables and payables 41,330 23,300 Income tax paid (1,923) (13,698) 231,864 437 159 Increase in policy loans, net (13,478) (20,283) Net cash outflow from investing activities (69,257) (60,233) The notes on pages 107 to 216 form an integral part of these consolidated financial statements. 105 2,861 China Life Insurance Company Limited Annual Report 2014 Consolidated Statement of Cash Flows CASH FLOWS FROM FINANCING ACTIVITIES Increase/(decrease) in securities sold under agreements to 2014 2013 RMB million RMB million repurchase, net Cash received from borrowings For the year ended 31 December 2014 4,258 Dividends received 72,667 (115,808) (122,952) Equity securities (312,544) (223,449) Property, plant and equipment (5,048) (3,724) Additional capital contribution to associates and joint ventures (5,671) (2,386) Increase in term deposits, net (25,972) (23,456) Increase in securities purchased under agreements to resell, net (3,630) (7,401) Interest received 78,903 (48,073) Share capital 95,037 Retained earnings (1,818) (1,958) 25 (107,354) (105,883) 24 (11,263) (16,752) Policyholder dividends resulting from participation in profits 24 (192,659) 24 2222 Investment contract benefits Increase in insurance contract liabilities Accident and health claims and claim adjustment expenses Life insurance death and other benefits 417,883 (193,671) 440,766 (24,866) Underwriting and policy acquisition costs (404,275) Total benefits, claims and expenses (637) (701) 20 Statutory insurance fund contribution (3,864) (4,151) (18,423) Other expenses (25,432) Administrative expenses (4,032) (4,726) 26 Finance costs (25,690) (27,147) (24,805) expenses Insurance benefits and claims BENEFITS, CLAIMS AND EXPENSES 331,010 (515) RMB million RMB million Notes 2013 2014 Net premiums earned Net change in unearned premium reserves 326,290 Net written premiums Gross written premiums REVENUES For the year ended 31 December 2014 Consolidated Statement of Comprehensive Income China Life Insurance Company Limited Annual Report 2014 101 The notes on pages 107 to 216 form an integral part of these consolidated financial statements. 1,958,937 Less: premiums ceded to reinsurers (556) 330,495 325,734 Total revenues 4,324 4,185 137 5,808 23 Net fair value gains/(losses) through profit or loss Other income 5,793 7,120 22 Net realised gains and impairment on financial assets 82,816 93,548 21 Investment income 324,813 330,105 (921) (390) (391,557) 2,211,673 Share of profit of associates and joint ventures 3,911 71,798 Total comprehensive income for the year, net of tax (21,575) 39,284 Other comprehensive income for the year, net of tax Other comprehensive income that will not be reclassified to profit or loss in subsequent periods (21,575) 39,284 3,433 Other comprehensive income that may be reclassified to profit or loss in subsequent periods (13,023) 28 Income tax relating to components of other comprehensive income (332) 120 Share of other comprehensive income of associates and joint ventures under the equity method 2,635 (11,035) 7,050 (5,793) Attributable to: - Non-controlling interests capital RMB million Retained Total Non-controlling interests Share Attributable to equity holders of the Company Other comprehensive income Net profit - Equity holders of the Company As at 1 January 2013 Consolidated Statement of Changes in Equity China Life Insurance Company Limited Annual Report 2014 103 The notes on pages 107 to 216 form an integral part of these consolidated financial statements. 230 355 3,203 71,443 For the year ended 31 December 2014 (7,120) (25,135) 70,342 24,765 32,211 303 Basic and diluted earnings per share Reserves - Equity holders of the Company Attributable to: Net profit 25,008 243 32,514 (7,888) 28 Income tax 29,451 40,402 27 Profit before income tax 3,125 (4,443) 30 RMB1.14 The notes on pages 107 to 216 form an integral part of these consolidated financial statements. attributable to participating policyholders Amount transferred to net profit from other comprehensive income Portion of fair value changes on available-for-sale securities Fair value gains/(losses) on available-for-sale securities profit or loss in subsequent periods: Other comprehensive income that may be reclassified to Other comprehensive income RMB million RMB million Note 2013 2014 ended 31 December 2014 year For the Consolidated Statement of Comprehensive Income Annual Report 2014 China Life Insurance Company Limited RMB0.88 102 8 209,733 - Non-controlling interests Director 118,286 165,913 9.2 Loans 502,517 516,710 9.1 Held-to-maturity securities Term deposits 23,976 8 Investments in associates and joint ventures 4,165 11,705 38 Investments in subsidiaries 1,394 1,345 27,044 22,818 9.3 662,402 9.8 Accrued investment income 8,266 11,841 9.7 Securities purchased under agreements to resell 34,005 38,822 685,471 9.6 489,642 605,245 9.5 Available-for-sale securities 5,653 5,653 9.4 Statutory deposits – restricted Securities at fair value through profit or loss 24,792 67 Investment properties Lin Dairen Yang Mingsheng Director Approved and authorized for issue by the Board of Directors on 24 March 2015. 95,037 109,937 97,029 145,919 35 Director 28,265 34 1,750,356 1,959,236 Total liabilities and equity Total equity Non-controlling interests Attributable to equity holders of the Company 268,536 28,265 284,121 220,331 3,210 Property, plant and equipment ASSETS RMB million 2013 RMB million Notes 2014 As at 31 December As at 31 December As at 31 December 2014 Statement of Financial Position China Life Insurance Company Limited Annual Report 2014 99 The notes on pages 107 to 216 form an integral part of these consolidated financial statements. 1,972,941 2,246,567 222,585 287,331 2,254 43,981 34,624 19,431 11 Statutory insurance fund 4,683 19,023 28 Deferred tax liabilities 17,690 RMB million 19 20 Other liabilities 15,850 Premiums received in advance 23,179 25,617 Annuity and other insurance balances payable 20,058 44,538 18 6,305 223 184 Total liabilities Premiums receivable Lin Dairen Yang Mingsheng Director Approved and authorized for issue by the Board of Directors on 24 March 2015. 84,263 95,265 97,205 145,006 35 28,265 28,265 34 1,749,204 1,943,137 Total liabilities and equity Total equity Retained earnings Reserves Share capital Securities sold under agreements to repurchase 67,985 Equity 17 100 The notes on pages 107 to 216 form an integral part of these consolidated financial statements. 1,958,937 2,211,673 Total assets 20,395 42,984 17,969 China Life Insurance Company Limited Annual Report 2014 13 1,032 12 Cash and cash equivalents Other assets Reinsurance assets 67,989 11,166 9,876 1,069 Statement of Financial Position 19,849 As at 31 December 49,536 74,745 Bonds payable As at 31 December 2014 Policyholder dividends payable 65,087 72,275 1,494,497 1,603,446 14 15 2013 Insurance contracts LIABILITIES AND EQUITY Liabilities RMB million RMB million Notes Investment contracts 2014 As at 31 December 2.5 Foreign currency translation Operating segment refers to the segment within the Group that satisfies the following conditions: i) the segment generates income and incurs costs from daily operating activities; ii) management evaluates the operating results of the segment to make resource allocation decision and to evaluate the business performance; and iii) the Group can obtain relevant financial information of the segment, including financial condition, operating results, cash flows and other financial performance indicators. China Life Insurance Company Limited Annual Report 2014 The Group's operating segments are presented in a manner consistent with the internal management reporting provided to the president office for deciding how to allocate resources and for assessing performance. Notes to the Consolidated Financial Statements SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) For the year ended 31 December 2014 Except for China Life Franklin Asset Management Company Limited (“AMC HK") (Note 38), the functional currency of the Group is RMB. The reporting currency of the consolidated financial statements of the Group is RMB. Transactions in foreign currencies are translated at the exchange rates ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rates ruling at the end of the reporting period. Exchange differences arising in these cases are recognised in net profit. 2.4 Segment reporting 2.6 Property, plant and equipment SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) The historical costs of property, plant and equipment comprise its purchase price, including import duties and non-refundable purchase taxes, and any directly attributable costs of bringing the asset to its working condition and location for its intended use. Expenditure incurred after terms of property, plant and equipment have been put into operation, such as repairs and maintenance, is normally charged to the statement of comprehensive income in the period in which it is incurred. In situations where the recognition criteria are satisfied, the expenditure for a major inspection is capitalised in the carrying amount of the assets as a replacement. Where significant parts of property, plant and equipment are required to be replaced at intervals, the Group recognises such parts as individual assets with specific useful lives and depreciates them accordingly. 115 China Life Insurance Company Limited Annual Report 2014 Notes to the Consolidated Financial Statements For the year ended 31 December 2014 2 2.6 Property, plant and equipment (continued) Depreciation 2 Depreciation is computed on a straight-line basis to write down the cost of each asset to its residual value over its estimated useful lives as follows: Property, plant and equipment, are stated at historical costs less accumulated depreciation and any accumulated impairment losses, except for those acquired prior to 30 June 2003, which are stated at deemed cost less accumulated depreciation and any accumulated impairment losses. 114 The investments in subsidiaries are accounted for only in the Company's statement of financial position at cost less impairment. Cost is adjusted to reflect changes in consideration arising from contingent consideration amendments. Cost also includes direct attributable costs of investment. The results of subsidiaries are accounted for by the Company on the basis of dividend received and receivable. The Group determines at each reporting date whether there is any objective evidence that the investment in the associates and joint ventures is impaired. If this is the case, an impairment loss is recognised for the amount by which the investment's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of the investment's fair value less costs to dispose of and value in use. The impairment of investment in the associates and joint ventures is reviewed for possible reversal at each reporting date. Buildings For the year ended 31 December 2014 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.2 Consolidation (continued) The Group uses the acquisition method of accounting to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value at the acquisition date. On an acquisition- by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest's proportionate share of the acquiree's net assets. The excess of the aggregate of the consideration transferred, the fair value of any non-controlling interest in the acquiree, and the fair value of any previous equity interest in the acquiree at the acquisition date over the fair value of the net identifiable assets acquired and liabilities assumed is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed, and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the re- assessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in profit or loss. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. If there is any indication that goodwill is impaired, recoverable amount is estimated and the difference between carrying amount and recoverable amount is recognised as an impairment charge. Impairment losses on goodwill are not reversed in subsequent period. Gains and losses on the disposal of an entity take into consideration the carrying amount of goodwill relating to the entity sold. Transactions with non-controlling interests The Group treats transactions with non-controlling interests that do not result in loss of controls as equity transactions. For shares purchased from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposal of shares to non-controlling interests are also recorded in equity. When the Group ceases to have control or significant influence, any retained interest in the entity is re- measured to its fair value, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in OCI in respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in OCI are reclassified to profit or loss. If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in OCI is reclassified to profit or loss as appropriate. 113 China Life Insurance Company Limited Annual Report 2014 Notes to the Consolidated Financial Statements For the year ended 31 December 2014 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.3 Associates and joint ventures Associates are entities over which the Group has significant influence, generally accompanying a shareholding of between 20% and 50% of the voting right of the investee. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but is not control or joint control over those policies. Joint ventures are the type of joint arrangements whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control. Investments in associates and joint ventures are accounted for using the equity method of accounting and are initially recognised at cost. The Group's share of post-acquisition profit or loss of its associates and joint ventures is recognised in net profit, and its share of post-acquisition movements in OCI is recognised in the consolidated statement of comprehensive income. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Group's share of losses in an associate or joint venture equals or exceeds its interest in the associate or joint venture, including any other unsecured receivables, the Group does not recognise further losses unless it has obligations to make payments on behalf of the associate or joint venture. Unrealised gains on transactions between the Group and its associates or joint ventures are eliminated to the extent of the Group's interests in the associates or joint ventures. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Associates and joint ventures' accounting policies have been changed where necessary to ensure consistency with the policies adopted by the Group. Goodwill represents the excess of the cost of an acquisition over the fair value of the Group's share of the net identifiable assets of acquired associates or joint ventures at the date of acquisition. Goodwill on acquisitions of associates and joint ventures is included in investments in associates and joint ventures and is tested annually for impairment as part of the overall balance. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity take into consideration the carrying amount of goodwill relating to the entity sold. The investments in associates and joint ventures are stated at cost less impairment in the Company's statement of financial position. The results of associates and joint ventures are accounted for by the Company on the basis of dividends received and receivable. Office equipment, furniture and fixtures 2.8.a Classification (continued) Leasehold improvements The Group classifies its financial assets into the following categories: securities at fair value through profit or loss, held-to-maturity securities, loans and receivables and available-for-sale securities. Management determines the classification of its financial assets at initial recognition which depends on the purpose for which the assets are acquired. The Group's investments in securities fall into the following four categories: (i) Securities at fair value through profit or loss This category has two sub-categories: securities held for trading and those designated at fair value through profit or loss at inception. Securities are classified as held for trading at inception if acquired principally for the purpose of selling in the short term or if they form part of a portfolio of financial assets in which there is evidence of short term profit-taking. The Group may classify other financial assets as at fair value through profit or loss if they meet certain criteria and designated as such at inception. (ii) Held-to-maturity securities Held-to-maturity securities are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Group has the positive intention and ability to hold to maturity and do not meet the definition of loans and receivables nor designated as available-for-sale securities or securities at fair value through profit or loss. 117 China Life Insurance Company Limited Annual Report 2014 Notes to the Consolidated Financial Statements For the year ended 31 December 2014 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.8 Financial assets (continued) Notes to the Consolidated Financial Statements (iii) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market other than those that the Group intends to sell in the short term or held as available-for-sale. Loans and receivables mainly comprise term deposits, loans, securities purchased under agreements to resell, accrued investment income and premium receivables as presented separately in the statement of financial position. (iv) Available-for-sale securities Available-for-sale securities are non-derivative financial assets that are either designated in this category or not classified in any of the other categories. 2.8.b Recognition and measurement Purchase and sale of investments are recognised on trade date, when the Group commits to purchase or sell assets. Investments are initially recognised at fair value plus, in the case of all financial assets not carried at fair value through profit or loss, transaction costs that are directly attributable to their acquisition. Investments are derecognised when the rights to receive cash flows from the investments have expired or when they have been transferred and the Group has also transferred substantially all risks and rewards of ownership. Securities at fair value through profit or loss and available-for-sale securities are carried at fair value. Equity investments that do not have a quoted price in an active market and whose fair value cannot be reliably measured are carried at cost, net of allowance for impairments. Held-to-maturity securities are carried at amortised cost using the effective interest method. Investment gains and losses on sales of securities are determined principally by specific identification. Realised and unrealised gains and losses arising from changes in the fair value of the securities at fair value through profit or loss category, and the change of fair value of available-for-sale debt securities due to foreign exchange impact on the amortised cost are included in net profit in the period in which they arise. The remaining unrealised gains and losses arising from changes in the fair value of available-for-sale securities are recognised in OCI. When securities classified as available-for-sale securities are sold or impaired, the accumulated fair value adjustments are included in net profit as realised gains or losses and impairment on financial assets. Term deposits primarily represent traditional bank deposits which have fixed maturity dates and are stated at amortised cost. Loans are carried at amortised cost, net of allowance for impairment. 2.8.a Classification Motor vehicles 2.8 Financial assets The Group purchases securities under agreements to resell substantially identical securities. These agreements are classified as secured loans and are recorded at amortised cost, i.e. their costs plus accrued interests at the end of the reporting period, which approximates fair value. The amounts advanced under these agreements are reflected as assets in the consolidated statement of financial position. The Group does not take physical possession of securities purchased under agreements to resell. Sale or transfer of the securities is not permitted by the respective clearing house on which they are registered while the loan is outstanding. In the event of default by the counterparty to repay the loan, the Group has the right to the underlying securities held by the clearing house. Estimated useful lives 15 to 35 years 5 to 11 years 4 to 8 years Over the shorter of the remaining term of the lease and the useful lives The depreciation method and useful lives are reviewed periodically to ensure that the method and period of depreciation are consistent with the expected pattern of economic benefits from items of property, plant and equipment. Assets under construction mainly represent buildings under construction, which are stated at cost less any impairment losses and are not depreciated, except for those acquired prior to 30 June 2003, which are stated at deemed cost less any accumulated impairment losses. Cost comprises the direct costs of construction and capitalised borrowing costs on related borrowed funds during the period of construction. Assets under construction are reclassified to the appropriate category of property, plant and equipment when completed and ready for use. Impairment and gains or losses on disposals Property, plant and equipment are reviewed for impairment losses whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised in net profit for the amount by which the carrying amount of the asset exceeds its recoverable amount, which is the higher of an asset's net selling price and value in use. The gain or loss on disposal of a property, plant and equipment is the difference between the net sales proceeds and the carrying amount of the relevant asset, and is recognised in net profit. 116 2 China Life Insurance Company Limited Annual Report 2014 Notes to the Consolidated Financial Statements For the year ended 31 December 2014 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.7 Investment properties Investment properties are interests in land and buildings that are held to earn rental income and/or for capital appreciation, rather than for the supply of services or for administrative purposes. Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and any impairment loss. Depreciation is computed on the straight-line basis over the estimated useful lives. The estimated useful lives of investment properties are 15 to 35 years. Overseas investment properties that are held by the Group in the forms of property ownership, equity investment, or other forms, have expected useful lives of 50 years, determined based on the usage in their locations. The useful lives and depreciation method are reviewed periodically to ensure that the method and period of depreciation are consistent with the expected pattern of economic benefits from the individual investment properties. An investment property is derecognised when either it has been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gains or losses on the retirement or disposal of an investment property are recognised in the statement of comprehensive income in the year of retirement or disposal. A transfer to, or from, an investment property is made when, and only when, there is evidence of a change in use. China Life Insurance Company Limited Annual Report 2014 IFRS 15 - Revenue from Contracts with Customers 112 Standards/Amendments Content beginning on or after Equity Method in Separate Financial Statements an Investor and its Associate or Joint Venture IAS 27 Amendment IFRS 10 and IAS 28 Amendments IFRS 11 Amendment IFRS 15 IFRS 9 Sale or Contribution of Assets between Effective for annual period Accounting for Acquisitions of Interests in Revenue from Contracts with Customers Financial Instruments 1 January 2016 1 January 2016 1 January 2016 1 January 2017 1 January 2018 - IAS 27 Amendment – Equity Method in Separate Financial Statements The amendment to IAS 27 will allow entities to use the equity method to account for investments in subsidiaries, joint ventures and associates in their separate financial statements. The amendment is effective for annual periods beginning on or after 1 January 2016, with early adoption permitted. The amendment is not expected to have any impact on the Group's consolidated financial statements since the Group has no intention to apply the equity method in the separate financial statements. IFRS 10 and IAS 28 Amendments Joint Venture _ Joint Operations 2.1.2 New accounting standards and amendments that are not yet effective and have not been early adopted by the Group for the financial year beginning 1 January 2014 2.1 Basis of preparation (continued) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2 China Life Insurance Company Limited Annual Report 2014 Notes to the Consolidated Financial Statements For the year ended 31 December 2014 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.1 Basis of preparation (continued) 2.1.1 New accounting standards and amendments adopted by the Group for the first time for the financial year beginning 1 January 2014 (continued) IAS 39 Amendment - Novation of Derivatives and Continuing of Hedge Accounting The amendment to IAS 39 provides relief from discontinuing hedge accounting when novation of a derivative designated as a hedging instrument meets certain criteria. The amendment is not relevant to the Group, since the Group has not applied hedge accounting during the current period. IFRS 10, IFRS 12 and IAS 27 (Revised) Amendments – Investment Entities These amendments provide an exception to the consolidation requirement for entities that meet the definition of an investment entity under IFRS 10 Consolidated Financial Statements. The exception to consolidation requires investment entities to account for subsidiaries at fair value through profit or loss. These amendments are not relevant to the Group, since the Group does not qualify to be an investment entity under IFRS 10. IFRS 2 Amendment - Definition of Vesting Condition The amendment to IFRS 2 clarifies various issues relating to the definitions of performance condition and service condition which are vesting conditions, including (i) a performance condition must contain a service condition; (ii) a performance target must be met while the counterparty is rendering service; (iii) a performance target may relate to the operations or activities of an entity, or to those of another entity in the same group; (iv) a performance condition may be a market or non-market condition; and (v) if the counterparty, regardless of the reason, ceases to provide service during the vesting period, the service condition is not satisfied. The amendment has no impact on the Group. IFRS 3 Amendment - Accounting for Contingent Consideration in a Business Combination The amendment to IFRS 3 clarifies that contingent consideration arrangements arising from a business combination that are not classified as equity should be subsequently measured at fair value through profit or loss whether or not they fall within the scope of IFRS 9 or IAS 39. The amendment has no impact on the Group. IFRS 13 Amendment - Short-term Receivables and Payables The amendment to IFRS 13 clarifies that short-term receivables and payables with no stated interest rates can be measured at invoice amounts when the effect of discounting is immaterial. The amendment has no impact on the Group. IFRS 1 Amendment - Meaning of Effective IFRSS 109 China Life Insurance Company Limited Annual Report 2014 Notes to the Consolidated Financial Statements For the year ended 31 December 2014 2 Sale or Contribution of Assets between an Investor and its Associate or 2 These amendments eliminate the inconsistency between the requirements in IFRS 10 and those in IAS 28 Investments in Associates and Joint Ventures with regard to dealing with the contribution or sale of assets between an investor and its associate or joint venture. These amendments are effective for annual periods beginning on or after 1 January 2016, with early adoption permitted. The amendments are not expected to have material impact on the Group's consolidated financial statements. The amendment to IFRS 11 requires that a joint operator accounting for the acquisition of an interest in a joint operation, in which the activity of the joint operation constitutes a business, must apply the relevant IFRS 3 principles for business combinations accounting. The amendment also clarifies that a previously held interest in a joint operation is not remeasured on the acquisition of an additional interest in the same joint operation while joint control is retained. The amendment is effective for annual periods beginning on or after 1 January 2016, with early adoption permitted. It is not expected that the amendment would be relevant to the Group, since the Group has no joint operation as at 31 December 2014. all relevant facts and circumstances in assessing whether it has power over an investee, including: the contractual arrangement with the other vote holders of the investee; • rights arising from other contractual arrangements; and • the Group's voting rights and potential voting rights. The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Profit or loss and each component of other comprehensive income (“OCI”) are attributed to the equity holders of the Company and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group's accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full upon consolidation. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it: • When the Group has less than a majority of the voting or similar rights of an investee, the Group considers Derecognises the assets (including goodwill) and liabilities of the subsidiary; • Derecognises the cumulative translation differences recorded in equity; • Recognises the fair value of the consideration received; • Recognises the fair value of any investment retained; • Recognises any surplus or deficit in profit or loss; and • Reclassifies the Group's share of components previously recognised in OCI to profit or loss or retained earnings, as appropriate, as if the Group had directly disposed of the related assets or liabilities. Derecognises the carrying amount of any non-controlling interests; the ability to use its power over the investee to affect its returns. • exposure, or rights, to variable returns from its involvement with the investee; and 110 2 China Life Insurance Company Limited Annual Report 2014 Notes to the Consolidated Financial Statements For the year ended 31 December 2014 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.1 Basis of preparation (continued) 2.1.2 New accounting standards and amendments that are not yet effective and have not been early adopted by the Group for the financial year beginning 1 January 2014 (continued) IFRS 15 establishes a new five-step model that will apply to revenue arising from contracts with customers. Under IFRS 15, revenue is recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. The principles in IFRS 15 provide a more structured approach to measuring and recognising revenue. IFRS 15 is effective for annual periods beginning on or after 1 January 2017, with early adoption permitted. IFRS 15 is not applied to the insurance contracts and financial instruments, which are the main source of the Group's revenue. The Group is currently assessing the impact on the Group's consolidated financial statements. IFRS 9 - Financial Instruments In July 2014, the IASB issued the final version of IFRS 9 Financial Instruments which reflects all phases of the financial instruments project and replaces IAS 39 Financial Instruments: Recognition and Measurement and all previous versions of IFRS 9. The standard introduces new requirements for classification and measurement, impairment, and hedge accounting. IFRS 9 is effective for annual periods beginning on or after 1 January 2018, with early adoption permitted. The Group is currently assessing the impact on the Group's consolidated financial statements. Except for those described in Note 2.1.1, Annual Improvements 2010-2012 Cycle and Annual Improvements 2011-2013 Cycle issued in December 2013, and Annual Improvements 2012-2014 Cycle issued in September 2014 set out amendments to other standards. These annual improvements were established to make non- urgent but necessary amendments to IFRSs. No material changes to the accounting policies of the Group are expected as a result of these annual improvements. In addition, the new Hong Kong Companies Ordinance (Cap. 622) will affect the presentation and disclosure of certain information in the consolidated financial statements for the year ending 31 December 2015. The Group is in the process of making an assessment of the impact of these changes. 111 China Life Insurance Company Limited Annual Report 2014 Notes to the Consolidated Financial Statements For the year ended 31 December 2014 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.2 Consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries for the year ended 31 December 2014. Subsidiaries are those entities which are controlled by the Group (including the structured entities controlled by the Group). Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has: • power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee); IFRS 11 Amendment - Accounting for Acquisitions of Interests in Joint Operations The amendment clarifies that an entity may choose to apply either a current standard or a new standard that is not yet mandatory, but permits early application, provided either standard is applied consistently throughout the periods presented in the entity's first IFRSs financial statements. The amendment has no impact on the Group, since the Group is an existing IFRSS preparer. 118 Long-term insurance contracts (continued) 2.11.2.a Recognition and measurement (continued) 2.11.2 Insurance contracts (continued) 2.11 Insurance contracts and investment contracts (continued) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2 For the year ended 31 December 2014 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 121 (ii) The Group uses the discounted cash flow method to estimate the reserve of long-term insurance contracts. The reserve of long-term insurance contracts consists of a reasonable estimate of liability, a risk margin and a residual margin. The long-term insurance contract liabilities are calculated using various assumptions, including assumptions on mortality rates, morbidity rates, lapse rates, discount rates, and expenses assumption, and based on the following principles: (ii) Long-term insurance contracts Reserves for claims and claim adjustment expenses consist of the reserves for reported and unreported claims and reserves for claim expenses with respect to insured events. In developing these reserves, the Group considers the nature and distribution of the risks, claims cost development, and experiences in deriving the reasonable estimated amount and the applicable margins. The methods used for reported and unreported claims include case-by-case estimation method, average cost per claim method, chain ladder method, etc. The Group calculates the reserves for claim expenses based on the reasonable estimates of the future payments for claim expenses. The unearned premium reserve represents the portion of the premiums written net of certain acquisition costs relating to the unexpired terms of coverage. Premiums from the sale of short duration accident and health insurance products are recorded when written and are accreted to earnings on a pro-rata basis over the term of the related policy coverage. Reserves for short duration insurance products consist of unearned premium reserve and expected claims and claim adjustment expenses reserve. Actual claims and claim adjustment expenses are charged to net profit as incurred. Short-term insurance contracts (i) 2.11.2.a Recognition and measurement 2.11.2 Insurance contracts The Group issues contracts that transfer insurance risk or financial risk or both. The contracts issued by the Group are classified as insurance contracts and investment contracts. Insurance contracts are those contracts that transfer significant insurance risk. They may also transfer financial risk. Investment contracts are those contracts that transfer financial risk without significant insurance risk. A number of insurance and investment contracts contain a discretionary participating feature ("DPF"). This feature entitles the policyholders to receive additional benefits or bonuses that are, at least in part, at the discretion of the Group. Long-term insurance contracts include whole life and term life insurance, endowment insurance and annuity policies with significant life contingency risk. Premiums are recognised as revenue when due from policyholders. 2.11.1 Classification (a) The reasonable estimate of liability for long-term insurance contracts is the present value of reasonable estimates of future cash outflows less future cash inflows. The expected future cash inflows include cash inflows of future premiums arising from the undertaking of insurance obligations, with consideration of decrement mostly from death and surrenders. The expected future cash outflows are cash outflows incurred to fulfil contractual obligations, consisting of the following: • contracts. (c) The Group has considered the impact of time value on the reserve calculation for insurance Long-term insurance contracts (continued) (ii) 2.11.2.a Recognition and measurement (continued) 2.11.2 Insurance contracts (continued) 2.11 Insurance contracts and investment contracts (continued) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) For the year ended 31 December 2014 • Notes to the Consolidated Financial Statements 2 122 Margin comprises of risk margin and residual margin. Risk margin is the reserve accrued to compensate for the uncertain amount and timing of future cash flows. At the inception of the contract, the residual margin is calculated net of certain acquisition costs, mainly consist of underwriting and policy acquisition costs, by the Group representing Day 1 gain and will be amortised over the life of the contracts. For insurance contracts of which future returns are affected by investment yields of corresponding investment portfolios, their related residual margins are amortised based on estimated future participating dividends payable to policyholders. For insurance contracts of which future returns are not affected by investment yields of corresponding investment portfolios, their related residual margins are amortised based on sum assured of outstanding policies. The subsequent measurement of the residual margin is independent from the reasonable estimate of future discounted cash flows and risk margin. The assumption changes have no effect on the subsequent measurement of the residual margin. (b) Margin has been taken into consideration while computing the reserve of insurance contracts, measured separately and recognised in net profit in each period over the life of the contracts. At the inception of the contracts, the Group does not recognise Day 1 gain, whereas on the other hand, Day 1 loss is recognised in net profit immediately. On each reporting date, the Group reviews the assumptions for reasonable estimates of liability and risk margins, with consideration of all available information, taking into account the Group's historical experience and expectation of future events. Changes in assumptions are recognised in net profit. Assumptions for the amortization of residual margin are locked in at policy issuance and are not adjusted at each reporting date. reasonable expenses incurred to manage insurance contracts or to process claims, including maintenance expenses and claim settlement expenses. Future administration expenses are included in the maintenance expenses. Expenses are determined based on expense analysis with consideration of future inflation and the Group's expense management control. additional non-guaranteed benefits, such as policyholder dividends; guaranteed benefits based on contractual terms, including payments for deaths, disabilities, diseases, survivals, maturities and surrenders; • China Life Insurance Company Limited Annual Report 2014 (iii) Universal life contracts and unit-linked contracts 2.11 Insurance contracts and investment contracts For the year ended 31 December 2014 • The market price of the equity securities was more than 50% below their cost at the reporting date; • • In evaluating whether a decline in value is impairment for equity securities, the Group also considers the extent or the duration of the decline. The quantitative factors include the following: The disappearance of an active market for that financial asset because of financial difficulties. It becomes probable that the issuer or debtor will enter into bankruptcy or other financial reorganisation; and • • The market price of the equity securities was more than 20% below their cost for a period of at least six months at the reporting date; and A breach of contract, such as a default or delinquency in payments; • Significant financial difficulty of the issuer or debtor; 2.8.c Impairment of financial assets other than securities at fair value through profit or loss Financial assets other than those accounted for as at fair value through profit or loss are adjusted for impairment, where there are declines in value that are considered to be impairment. In evaluating whether a decline in value is an impairment for these financial assets, the Group considers several factors including, but not limited to, the following: 2.8 Financial assets (continued) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) For the year ended 31 December 2014 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 2 • SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) The market price of the equity securities was below their cost for a period of more than one year (including one year) at the reporting date. 119 Notes to the Consolidated Financial Statements 2 120 Cash amounts represent cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments with original maturities of 90 days or less, whose carrying value approximates fair value. 2.10 Cash and cash equivalents For assets and liabilities that are measured at fair value on a recurring basis, the Group determines whether transfers have occurred between each level in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. All assets and liabilities for which fair value is measured or disclosed in the consolidated financial statements are categorized within the fair value hierarchy, described in Notes 4.3, 7 and 10, based on the lowest level input that is significant to the fair value measurement as a whole. The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. When the decline in value is considered impairment, held-to-maturity debt securities are written down to their present value of estimated future cash flows discounted at the securities' effective interest rates; available-for-sale debt securities and equity securities are written down to their fair value, and the change is recorded in net realised gains and impairment on financial assets in the period the impairment is recognised. The impairment loss is reversed through net profit if in a subsequent period the fair value of a debt security increases and the increase can be objectively related to an event occurring after the impairment loss was recognised through net profit. The impairment losses recognised in net profit on equity instruments are not reversed through net profit. The principal or the most advantageous market must be accessible to by the Group at the measurement date. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. • in the principal market for the asset or liability, or The Group measures financial instruments, such as securities at fair value through profit or loss and available-for-sale securities, at fair value at each reporting date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement of assets and liabilities is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: 2.9 Fair value measurement SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2 For the year ended 31 December 2014 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 in the absence of a principal market, in the most advantageous market for the asset or liability. Universal life contracts and unit-linked contracts are unbundled into the following components: China Life Insurance Company Limited Annual Report 2014 Insurance components 2.20 Current and deferred income taxation SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) For the year ended 31 December 2014 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 2 126 Interest expenses for bonds payable, securities sold under agreements to repurchase and interest-bearing loans and borrowings are recognised within finance costs in net profit using the effective interest rate method. 2.19 Finance costs Income tax expense for the period comprises current and deferred tax. Income tax is recognised in net profit, except to the extent that it relates to items recognised directly in OCI where the income tax is recognised in OCI. Investment income comprises interest income from term deposits, cash and cash equivalents, debt securities, securities purchased under agreements to resell, loans, and dividend income from equity securities. Interest income is recorded on an accrual basis using the effective interest rate method. Dividend income is recognised when the right to receive dividend payment is established. Revenue from investment contracts is recognised as policy fee income, which consists of various fee incomes (policy fees, handling fees and management fees, etc.) over the period of which service is provided. Policy fee income net of certain acquisition costs are deferred as unearned revenue and amortised over the expected life of the contracts. Policy fee income is recognised in revenue as part of other income. Policy fee income Premiums from the sale of short duration accident and health insurance products are recorded when written and are accreted to earnings on a pro-rata basis over the term of the related policy coverage. Premiums from long-term insurance contracts are recognised as revenue when due from the policyholders. Premiums Turnover of the Group represents the total revenues which include the following: 2.18 Revenue recognition Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of equity instruments are shown in equity as a deduction, net of tax, from the proceeds. 2.17 Share capital Investment income SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Substantively enacted tax rates are used in the determination of deferred income tax. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Conversely, previously unrecognised deferred tax assets are reassessed by the end of each reporting period and are recognised to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. • 128 Dividend distribution to the Company's equity holders is recognised as a liability in the Group's consolidated financial statements in the year in which the dividends are approved by the Company's equity holders. 2.23 Dividend distribution A contingent liability is not recognised in the consolidated statement of financial position but is disclosed in the notes to the financial statements. When a change in the probability of an outflow occurs so that such outflow is probable and can be reliably measured, it will then be recognised as a provision. A contingent liability is a possible obligation that arises from past events and whose existence will only be confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group. It can also be a present obligation arising from past events that is not recognised because it is not probable that outflow of economic resources will be required or the amount of obligation cannot be measured reliably. Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognised for future operating losses. 2.22 Provisions and contingencies Where the Group is the lessee, rentals payable under operating leases are charged to the consolidated statement of comprehensive income on the straight-line basis over the lease terms. The aggregate benefit of incentives provided by the lessor is recognised as a reduction in rental expenses over the lease terms on the straight-line basis. Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates except where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. Where the Group is the lessor, assets leased by the Group under operating leases are included in investment properties and rentals receivable under such operating leases are credited to the consolidated statement of comprehensive income on the straight-line basis over the lease terms. 2.21 Operating leases SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2 For the year ended 31 December 2014 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 127 Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the end of the reporting period. Leases where substantially all the risks and rewards of ownership of assets remain with the lessor company are accounted for as operating leases. 2 Current income tax assets and liabilities for the current period are calculated on the basis of the tax laws enacted or substantively enacted at the end of each reporting period in the jurisdictions where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken with respect to situations in which applicable tax regulation is subject to interpretation. Notes to the Consolidated Financial Statements 2.12 Financial liabilities at fair value through profit or loss DPF is contained in certain long-term insurance contracts and investment contracts. These contracts are collectively called participating contracts. The Group is obligated to pay to the policyholders of participating contracts as a group the higher of 70% of accumulated surplus available and the rate specified in the contracts. The accumulated surplus available mainly arises from net investment income and gains and losses arising from the assets supporting these contracts. To the extent unrealised gains or losses from available- for-sale securities are attributable to policyholders, shadow adjustments are recognised in OCI. The surplus owed to policyholders is recognised as policyholder dividend payable whether it is declared or not. The amount and timing of distribution to individual policyholders of participating contracts are subject to future declarations by the Group. 2.11.4 DPF in long-term insurance contracts and investment contracts Except for unit-linked contracts, of which the liabilities are carried at fair value, the liabilities of investment contracts are carried at amortised cost. Revenue from investment contracts with or without DPF is recognised as policy fee income, which consists of various fee incomes (policy fees, handling fees and management fees, etc.) during the period. Policy fee income net of certain acquisition cost is deferred as unearned revenue and amortised over the expected life of the contracts. 2.11.3 Investment contracts 2.11 Insurance contracts and investment contracts (continued) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) For the year ended 31 December 2014 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 123 The Group assesses its reinsurance assets for impairment as at the end of reporting period. If there is objective evidence that the reinsurance asset is impaired, the Group reduces the carrying amount of the reinsurance asset to its recoverable amount and recognises that impairment loss in net profit. The benefits to which the Group is entitled under its reinsurance contracts held are recognised as reinsurance assets. Amounts recoverable from or due to reinsurers are measured consistently with the amounts associated with the reinsured insurance contracts and in accordance with the terms of each reinsurance contract. Reinsurance liabilities are primarily premiums payable for reinsurance contracts and are recognised as expenses when due. Contracts with reinsurers under which the Group is compensated for losses on one or more contracts issued by the Group and that meet the classification requirements for insurance contracts are classified as reinsurance contracts held. Contracts with reinsurers that do not meet these classification requirements are classified as financial assets. Insurance contracts entered into by the Group under which the contract holder is another insurer (inwards reinsurance) are included with insurance contracts. 2.11.2.c Reinsurance contracts held The Group assesses the adequacy of insurance contract reserves using the current estimate of future cash flows with available information at the end of each reporting period. If that assessment shows that the carrying amount of its insurance liabilities (less related intangible assets, if applicable) is inadequate in light of the estimated future cash flows, the insurance contract reserves will be adjusted accordingly, and any changes of the insurance contract liabilities will be recognised in net profit. 2.11.2.b Liability adequacy test The insurance components are accounted for as insurance contracts; and the non-insurance components are accounted for as investment contracts (Note 2.11.3), which are stated in the investment contract liabilities. For the year ended 31 December 2014 Non-insurance components Financial liabilities at fair value through profit or loss are the portions owned by the external investors in the consolidated structured entities (open-ended funds). Such financial liabilities are designated at fair value upon initial recognition, and all realised or unrealised gains or losses are recognised in net profit. 2.13 Securities sold under agreements to repurchase 2 The Group retains substantially all the risk and rewards of ownership of securities sold under agreements to repurchase which generally mature within 180 days from the transaction date. Therefore securities sold under agreements to repurchase are classified as secured borrowings. The Group may be required to provide additional collateral based on the fair value of the underlying securities. Securities sold under agreements to repurchase are recorded at amortised cost, i.e. their cost plus accrued interest at the end of the reporting period. It is the Group's policy to maintain effective control over securities sold under agreements to repurchase which includes maintaining physical possession of the securities. Accordingly, such securities continue to be carried on the consolidated statement of financial position. China Life Insurance Company Limited Annual Report 2014 125 Compensation under the stock appreciation rights is measured based on the fair value of the liabilities incurred and is expensed over the vesting period. Valuation techniques including option pricing models are used to estimate fair value of relevant liabilities. The liability is re-measured at the end of each reporting period to its fair value until settlement. Fair value changes in the vesting period is included in administrative expenses and changes after vesting period is included in net fair value gains/(losses) through profit or loss in net profit. The related liability is included in other liabilities. Stock appreciation rights each year. All full-time employees of the Group are entitled to participate in various government-sponsored housing funds. The Group contributes on a monthly basis to these funds based on certain percentages of the salaries of the employees. The Group's liability in respect of these funds is limited to the contributions payable in Full-time employees of the Group are covered by various government-sponsored pension plans under which the employees are entitled to a monthly pension based on certain formulae. These government agencies are responsible for the pension liability to these employees upon retirement. The Group contributes on a monthly basis to these pension plans. In addition to the government-sponsored pension plans, the Group established an employee annuity fund pursuant to the relevant laws and regulations in the PRC, whereby the Group is required to contribute to the schemes at fixed rates of the employees' salary costs. Contributions to these plans are expensed as incurred. Under these plans, the Group has no legal or constructive obligation for retirement benefit beyond the contributions made. Pension benefits 2.16 Employee benefits Embedded derivatives that are not closely related to their host contracts and meet the definition of a derivative are separated and fair valued through profit or loss. The Group does not separately measure embedded derivatives that meet the definition of an insurance contract or embedded derivatives that are closely relate to host insurance contracts including embedded options to surrender insurance contracts for a fixed amount (or an amount based on a fixed amount and an interest rate). Housing benefits 2.15 Derivative instruments SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) For the year ended 31 December 2014 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 2 124 Derivatives are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at their fair value. The resulting gain or loss of derivative financial instruments is recognised in net profit. Fair values are obtained from quoted market prices in active market, taking into consideration of recent market transactions or valuation techniques, including discounted cash flow models and options pricing models, as appropriate. All derivatives are carried as assets when fair value is positive and as liabilities when fair value is negative. Bonds payable primarily include subordinated debts. Subordinated debts are initially recognised at fair value and subsequently measured at amortised cost using the effective interest rate method. Amortised cost is calculated by taking into account any discount or premium at acquisition and transaction costs. 2.14 Bonds payable 11,743 7,889 7,916 11,331 16,379 8,161 8,879 8,035 8,741 1 year later Current year The following table indicates the claim development for short-term insurance contracts taking account of reinsurance impacts: 2014 2013 2012 2011 2010 Estimated claims expenses Short-term insurance contracts (accident year) 7,316 6,863 2 years later Total 8,557 (11,292) 7,997 (45,376) 453 (9,553) (7,997) (7,977) (8,557) expenses paid claims Accumulated 52,653 16,379 11,743 7,997 7,977 8,557 expenses claims Estimated accumulated 8,557 4 years later 7,977 8,557 3 years later 7,977 Unpaid claims expenses For the year ended 31 December 2014 (9,636) 1 year later 16,499 11,476 8,056 8,002 8,826 Current year Total 2014 2013 2012 2011 2010 Estimated claims expenses Short-term insurance contracts (accident year) The following table indicates the claim development for short-term insurance contracts without taking account of reinsurance impacts: Sensitivity analysis of short-term insurance contracts (continued) 4.1.3 Sensitivity analysis (continued) Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 Insurance risk (continued) 4.1 Unpaid claims expenses 8,967 (45,908) 8,279 11,872 (11,419) (8,123) (8,090) (8,640) claims expenses paid Accumulated 53,224 16,499 11,872 8,123 8,090 8,640 claims expenses Estimated accumulated 8,640 4 years later 8,090 8,640 3 years later 8,123 8,090 8,640 2 years later 8,164 451 266 7,277 2,623 2,623 2,623 2,623 21,175 54 8,371 12,750 Total Interest-bearing loans and borrowings Financial liabilities Total 3,784 54 68 3,662 Cash and cash equivalents 8,774 8,774 Term deposits 260 260 - Available-for-sale securities As at 31 December 2013 54 US dollar GB pound 3,207 12,528 Total 2,045 222 1,823 Cash and cash equivalents 10,400 10,400 Term deposits 4 RISK MANAGEMENT (continued) 266 - Available-for-sale securities 39 39 - Held-to-maturity securities Debt securities 2,985 2,985 - Available-for-sale securities Equity securities Financial assets Total HK dollar 6,826 54 Debt securities 4.2 Financial risk (continued) For the year ended 31 December 2014 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 RISK MANAGEMENT (continued) 4 136 As at 31 December 2014, if market interest rates were 50 basis points higher or lower with all other variables held constant, pre-tax profit for the year would have been RMB883 million (as at 31 December 2013: RMB934 million) higher or lower, respectively, mainly as a result of higher or lower interest income on floating rate cash and cash equivalents, term deposits, statutory deposits restricted, debt securities and loans and the fair value losses or gains on debt securities assets at fair value through profit or loss. Pre-tax available-for-sale reserve in equity would have been RMB6,675 million (as at 31 December 2013: RMB10,720 million) lower or higher respectively, as a result of a decrease or increase in the fair value of available-for-sale securities. The sensitivity analysis for interest rate risk illustrates how changes in interest income and the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates at the end of the reporting period. The Group manages interest rate risk through adjustments to portfolio structure and duration, and, to the extent possible, by monitoring the mean duration of its assets and liabilities. Interest rate risk is the risk that the value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Group's financial assets are principally composed of term deposits, debt securities and loans which are exposed to interest rate risk. Changes in the level of interest rates could have a significant impact on the Group's overall investment return. Many of the Group's insurance policies offer guaranteed returns to policyholders. These guarantees expose the Group to interest rate risk. (i) Interest rate risk 4.2.1 Market risk The sensitivity analyses below are based on a change in an assumption while holding all other assumptions constant. In practice this is unlikely to occur, and changes in some of the assumptions may be correlated, such as change in interest rate and change in market price. The Group manages financial risk by holding an appropriately diversified investment portfolio as permitted by laws and regulations designed to reduce the risk of concentration in any one specific industry or issuer. The structure of the investment portfolio held by the Group is disclosed in Note 9 to the consolidated financial statements. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. Risk management is carried out by a designated department under policies approved by management. The responsible department identifies, evaluates and manages financial risks in close cooperation with the Group's operating units. The Group provides written principles for overall risk management, as well as written policies covering specific areas, such as managing market risk, credit risk, and liquidity risk. The Group's activities are exposed to a variety of financial risks. The key financial risk is that proceeds from the sale of financial assets will not be sufficient to fund the obligations arising from the Group's insurance and investment contracts. The most important components of financial risk are market risk, credit risk and liquidity risk. 4.2 Financial risk 4 RISK MANAGEMENT (continued) For the year ended 31 December 2014 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 135 4.2.1 Market risk (continued) - Held-to-maturity securities (ii) Price risk The Group manages price risk by holding an appropriately diversified investment portfolio as permitted by laws and regulations designed to reduce the risk of concentration in any one specific industry or issuer. 8,303 Total GB pound 8,303 HK dollar US dollar - Available-for-sale securities Equity securities Financial assets As at 31 December 2014 The following table summarizes financial assets and financial liabilities denominated in currencies other than RMB as at 31 December 2014 and 2013, expressed in RMB equivalent: (iii) Currency risk (continued) 4.2.1 Market risk (continued) 4.2 Financial risk (continued) RISK MANAGEMENT (continued) 4 For the year ended 31 December 2014 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 137 Currency risk is the volatility of fair value or future cash flows of financial instruments resulted from changes in foreign currency exchange rates. The Group operates principally in the PRC except for limited exposure to foreign exchange rate risk arising primarily with respect to financial assets and financial liabilities denominated in US dollar or HK dollar or GB pound. (iii) Currency risk As at 31 December 2014, if all the Group's equity securities' prices had increased or decreased by 10% with all other variables held constant, pre-tax profit for the year would have been RMB1,054 million (as at 31 December 2013: RMB164 million) higher or lower, respectively, mainly as a result of an increase or decrease in fair value of equity securities excluding available-for-sale securities. Pre- tax available-for-sale reserve in equity would have been RMB12,881 million (as at 31 December 2013: RMB15,154 million) higher or lower, respectively, as a result of an increase or decrease in fair value of available-for-sale equity securities. If prices decreased to the extent that the impairment criteria were met, a portion of such decrease of the available-for-sale equity securities would reduce pre-tax profit through impairment. Price risk arises mainly from the volatility of prices of equity securities held by the Group. Prices of equity securities are determined by market forces. The Group is subject to increased price risk largely because China's stock markets are relatively volatile. 134 0.34% The assumptions of reserves for claims and claim adjustment expenses may be affected by other variables such as claims payment of short-term insurance contracts, which may result in the synchronous changes to reserves for claims and claim adjustment expenses. 8.08% 24,623 Kang Ning Whole Life (b) 0.03% 92 20.56% 62,635 New Xin Feng Endowment (Type A) (a) Premiums of long-term insurance contracts % RMB million % RMB million 2013 2014 Product name The table below presents the Group's major products of long-term insurance contracts: 4.1.2 Concentration of insurance risks (continued) Insurance risk (continued) 4.1 RISK MANAGEMENT (continued) 4 For the year ended 31 December 2014 25,672 Notes to the Consolidated Financial Statements 8.40% 16,293 100.00% 305,720 100.00% 304,677 Total 75.62% 231,209 61.90% 188,610 Others (f) 0.21% 631 0.05% 149 Hong Fu Participating Endowment (e) 6.18% 18,881 4.06% 12,367 Mei Man Yi Sheng Participating Annuity (d) 9.56% 29,235 5.35% Hong Ying Participating Endowment (c) Insurance benefits of long-term China Life Insurance Company Limited Annual Report 2014 All insurance operations of the Group are located in the PRC. There are no significant differences among the regions where the Group underwrites insurance contracts. 3.2 Investments (continued) CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (continued) 3 For the year ended 31 December 2014 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 129 The Group considers a wide range of factors in the impairment assessment as described in Note 2.8.c. The Group's principal financial instruments are debt securities, equity securities, term deposits and loans. The critical estimates and judgements are those associated with the recognition of impairment and the measurement of fair value. 3.2 Investments The impact of the various assumptions and their changes are described in Note 14. The judgements exercised in the valuation of insurance contract liabilities (including contracts with DPF) affect the amounts recognised in the consolidated financial statements as insurance contract benefits and insurance contract liabilities. The residual margin relating to the long-term insurance contracts is amortised over the expected life of the contracts, based on the assumptions (mortality rates, morbidity rates, lapse rates, discount rates, and expenses assumption) that are determined at inception of the contracts and remain unchanged for the duration of the contracts. The determination of the liabilities under long-term insurance contracts is based on estimates of future benefit payments, premiums and relevant expenses made by the Group and the margins. Assumptions about mortality rates, morbidity rates, lapse rates, discount rates, and expenses assumption are made based on the most recent historical analysis and current and future economic conditions. The liability uncertainty arising from uncertain future benefit payments, premiums and relevant expenses, is reflected in the risk margin. contracts 3.1 Estimate of future benefit payments and premiums arising from long-term insurance Areas susceptible to changes in critical estimates and judgements, which affect the carrying value of assets and liabilities, are set out below. It is possible that actual results may be different from the estimates and judgements referred to below. The Group makes estimates and assumptions that affect the reported amounts of assets and liabilities. Estimates and judgements are continually evaluated and based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Group exercises significant judgement in making appropriate assumptions. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS 3 For the year ended 31 December 2014 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When the fair values of financial assets and liabilities recorded in the consolidated statement of financial position cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques which require a degree of considerations. The methods and assumptions used by the Group in measuring the fair value of financial instruments are as follows: 131 • • 4.1.2 Concentration of insurance risks The Group manages insurance risks through two types of reinsurance agreements, ceding on a quota share basis or a surplus basis, to cover insurance liability risk. Reinsurance contracts cover almost all products, which contain risk liabilities. The products reinsured include: life insurance, accident and health insurance or death, disability, accident, illness and assistance in terms of product category or function, respectively. These reinsurances agreements spread insured risk to a certain extent and reduce the effect of potential losses to the Group. However, the Group's direct insurance liabilities to the policyholder are not eliminated because of credit risk associated with the failure of reinsurance companies to fulfil their responsibilities. Experience shows that the larger the portfolio of similar insurance contracts, the smaller the relative variability of the expected outcome will be. In addition, a more diversified portfolio is less likely to be affected across the board by a change in any subset of the portfolio. The Group has developed its insurance underwriting strategy to diversify the types of insurance risks accepted and within each of these categories to achieve a sufficiently large population to reduce the variability of the expected outcome. The Group manages insurance risk through underwriting strategy, reinsurance arrangements and claims handling. The risk under any one insurance contract is the possibility that an insured event occurs and the uncertainty about the amount of the resulting claim. By the very nature of an insurance contract, this risk is random and therefore unpredictable. For a portfolio of insurance contracts where the theory of probability is applied to the pricing and provisioning, the principal risk that the Group faces under its insurance contracts is that the actual claims and benefit payments are less favourable than the underlying assumptions used in establishing the insurance liabilities. This occurs when the frequency or severity of claims and benefits exceeds the estimates. Insurance events are random, and the actual number of claims and the amount of benefits paid will vary each year from estimates established using statistical techniques. 4.1.1 Types of insurance risks Insurance risk 4.1 The Group issues contracts that transfer insurance risk or financial risk or both. This section summarises these risks and the way the Group manages them. Risk management is carried out by the Group's Risk Management Committee under policies approved by the Group's Board of Directors. For the year ended 31 December 2014 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 RISK MANAGEMENT 4 130 The Group sponsors certain structured entities (e.g. funds), and acts as a manager for such entities according to the contracts. In addition, the Group may be exposed to variability of returns as a result of holding shares of the structured entities. Determining whether the Group controls such structured entities usually focuses on the assessment of the aggregate economic interests of the Group in the entities (including any carried interests and expected management fees) and the decision-making rights on the entity. As at 31 December 2014, the Group has consolidated five fund products issued and managed by the Company's subsidiary, China Life AMP Asset Management Company ("CL AMP"), in the consolidated financial statements. Please refer to Note 38 for the details. The Group applies its judgment to determine whether the control indicators set out in Note 2.2 indicate that the Group controls structured entities such as funds and asset management products. 3.4 Determination of control over investee The Group is subject to income tax in numerous jurisdictions. During the normal course of business, certain transactions and activities for which the ultimate tax determination is uncertain, the Group needs to exercise significant judgement when determining the income tax. If the final settlement results of the tax matters are different from the amounts recorded, these differences will impact the final income tax expense and deferred tax for the period. 3.3 Income tax For the description of valuation techniques, please refer to Note 4.3. Using different valuation techniques and parameter assumptions may lead to some differences of fair value estimations. Term deposits and loans: the carrying amounts of these assets in the statement of consolidated financial position approximate fair value. Equity securities: fair values are generally based upon current bid prices. Where current bid prices are not readily available, fair values are estimated using either prices observed in recent transactions or commonly used market pricing models. Equity securities, for which fair values cannot be measured reliably, are recognised at cost less impairment. Debt securities: fair values are generally based upon current bid prices. Where current bid prices are not readily available, fair values are estimated using either prices observed in recent transactions, values obtained from current bid prices of comparable investments or valuation techniques when the market is not active. Holding all other variables constant, if claim ratios are 100 basis points higher or lower than the current assumption, pre-tax profit is expected to be RMB258 million lower or higher, respectively (as at 31 December 2013: RMB193 million). insurance contracts 56 4.1 Insurance risk (continued) 4 RISK MANAGEMENT (continued) For the year ended 31 December 2014 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 132 100.00% 1,482,946 100.00% 1,588,900 Total 61.33% 909,534 58.44% 928,694 Others (f) 7.25% 107,477 92,985 Hong Fu Participating Endowment (e) 7.72% 114,531 7.83% 4.1.2 Concentration of insurance risks (continued) 124,381 (a) (b) Kang Ning is a whole life insurance contract with the options for single premium or regular premium of 10 years or 20 years. The critical illness benefit is paid at 200% of the basic sum insured. Both death and disability benefits are paid at 300% of the basic sum insured less any critical illness benefits paid. Sensitivity analysis of short-term insurance contracts Holding all other variables constant, if the discount rates were 50 basis points higher or lower than the current best estimate, pre-tax profit for the year would have been RMB41,300 million or RMB46,868 million (as at 31 December 2013: RMB39,833 million or RMB45,292 million) higher or lower, respectively. Holding all other variables constant, if lapse rates were to increase or decrease from the current best estimate by 10%, pre-tax profit for the year would have been RMB5,191 million or RMB5,478 million (as at 31 December 2013: RMB5,460 million or RMB5,765 million) lower or higher, respectively. Holding all other variables constant, if mortality rates and morbidity rates were to increase or decrease from the current best estimate by 10%, pre-tax profit for the year would have been RMB12,971 million or RMB13,554 million (as at 31 December 2013: RMB12,120 million or RMB12,660 million) lower or higher, respectively. Liabilities for long-term insurance contracts and liabilities unbundled from universal life insurance contracts and unit-linked insurance contracts with insurance risk are calculated based on the assumptions on mortality rates, morbidity rates, lapse rates and discount rates. Changes in insurance contract reserve assumptions reflect the Company's actual operating results and changes in its expectation of future events. The Company considers the potential impact of future risk factors on its operating results and incorporates such potential impact in the determination of assumptions. Sensitivity analysis of long-term insurance contracts 4.1.3 Sensitivity analysis (f) Others consist of various long-term insurance contracts with no significant concentration. 4.1.2 Concentration of insurance risks (continued) Insurance risk (continued) 4.1 RISK MANAGEMENT (continued) 4 For the year ended 31 December 2014 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 133 Hong Fu is a participating endowment insurance contract with the options for single premium or regular premium of 3 years. Its insured period can be 6 years or 9 years. This product is applicable to healthy policyholders between 30-day-old and 60-year-old. Maturity benefit of a single premium policy is paid at the basic sum insured, while that of a regular premium policy is paid at the basic sum insured multiplied by the number of years of the premium payments. Disease death benefit incurred within the first policy year is paid at the premium received (without interest). Disease death benefit incurred after the first policy year is paid at the basic sum insured for a single premium policy or the basic sum insured multiplied by the number of years of premium payments for a regular premium policy. Accident death benefit is paid at 300% of the basic sum insured for a single premium policy or 300% of the basic sum insured multiplied by the number of years of premium payments for a regular premium policy. Mei Man Yi Sheng is a participating endowment insurance contract with the options for regular premium of 3 years, 5 years, 8 years or 12 years, applicable to healthy policyholders between 30-day- old and 60-year-old. The insured period is till when the insured is 75 years old. Annuity is paid at 1% of the basic sum insured multiplied by the number of years of premium payments during the insured period. Maturity benefit is paid at the basic sum insured multiplied by the number of years of premium payments. Disease death benefit incurred within the first two policy years is paid at the premium received (without interest). Accident or disease death benefit after the first two policy years is paid at 110% of the basic sum insured multiplied by the number of years of premium payments. Hong Ying is a participating endowment insurance contract with the options for single premium or regular premium of 3 years, 5 years or 10 years. Its insured period can be 6 years, 10 years or 15 years. This product is applicable to healthy policyholders between 30-day-old and 70-year-old. Maturity benefit of a single premium policy is paid at the basic sum insured, while that of a regular premium policy is paid at the basic sum insured multiplied by the number of years of the premium payments. Disease death benefit incurred within the first policy year is paid at the premium received (without interest). Disease death benefit incurred after the first policy year is paid at the basic sum insured for a single premium policy or the basic sum insured multiplied by the number of years of premium payments for a regular premium policy. For accident death incurred on a train, a ship or a flight, accident death benefit is paid at 300% of the basic sum insured for a single premium policy or 300% of the basic sum insured multiplied by the number of years of premium payments for a regular premium policy. For accident death incurred not on a train, a ship nor a flight, accident death benefit is paid at 200% of the basic sum insured for a single premium policy or 200% of the basic sum insured multiplied by the number of years of premium payments for a regular premium policy. (e) (d) (c) New Xin Feng is an endowment insurance contract with single premium. Its insured period is 5 years. This product is applicable to healthy policyholders between 18-year-old and 70-year-old. Both maturity and death benefits are paid at the basic sum insured. Accident death benefit is paid at 300% of the basic sum insured. New Xin Feng Endowment (Type A) (a) Mei Man Yi Sheng Participating Annuity (d) 179,258 78,170 Others (f) 0.23% 300 10.77% 10,255 Hong Fu Participating Endowment (e) 2.11% 2,719 2.79% 2,659 Mei Man Yi Sheng Participating Annuity (d) 15,735 432 0.51% 482 Hong Ying Participating Endowment (c) 2.59% 3,339 3.74% 3,556 Kang Ning Whole Life (b) 0.06% 82.13% 12.09% 122,102 Total 11.79% 187,274 Hong Ying Participating Endowment (c) 11.60% 172,055 12.08% 191,865 Kang Ning Whole Life (b) 0.01% 91 4.01% 63,701 New Xin Feng Endowment (Type A) (a) Liabilities of long-term insurance contracts % RMB million % As at 31 December 2013 As at 31 December 2014 RMB million 100.00% 128,892 100.00% 95,178 94.73% 138 5.85% As at 31 December 2013 but not later 2,126 amount maturity than 1 year than 3 years than 5 years Later than 5 years Financial assets Contractual cash inflows Equity securities 154,957 154,957 Debt securities 873,817 67,013 142,017 201,242 994,360 Loans 118,626 63,142 16,740 26,382 29,326 Term deposits 664,174 87,700 but not later 355,944 Not later Carrying (213) (2,783) Bonds payable 67,989 (3,424) (73,198) Subtotal 1,828,929 (10,890) (150,835) (207,037) (35,244) (2,547,580) Net cash inflows/(outflows) 326,174 225,140 321,642 385,423 359,064 (1,502,613) 141 China Life Insurance Company Limited Annual Report 2014 Notes to the Consolidated Financial Statements For the year ended 31 December 2014 4 RISK MANAGEMENT (continued) 4.2 Financial risk (continued) 4.2.3 Liquidity risk (continued) Contractual and expected cash flows (undiscounted) Later than 1 year Later than 3 years Without (106) 295,967 Statutory deposits-restricted Investment contracts 65,087 (14,692) (11,642) (8,564) (2,237,733) (77,315) Contractual cash outflows Securities sold under agreements to repurchase 20,426 (20,426) Annuity and other insurance balances payable 23,179 (23,179) Bonds payable 67,985 (3,424) (36,848) (39,774) Subtotal 1,671,174 (92,442) (168,760) (157,899) (2,315,048) Net cash inflows/(outflows) 220,771 154,957 (109,561) 10,050 (120,270) 1,494,497 6,153 378 891 6,253 Securities purchased under agreements to resell 8,295 8,295 Accrued investment income 34,717 28,358 32 6,327 Premiums receivable 9,876 9,876 Cash and cash equivalents 21,330 21,330 Subtotal 1,891,945 154,957 286,092 515,624 536,171 1,033,736 Financial and insurance liabilities Expected cash outflows Insurance contracts (30,721) 193,650 2,623 Interest-bearing loans and RISK MANAGEMENT (continued) 4.2 Financial risk (continued) China Life Insurance Company Limited Annual Report 2014 Notes to the Consolidated Financial Statements For the year ended 31 December 2014 4.2.3 Liquidity risk (continued) The following tables set forth the contractual and expected undiscounted cash flows for financial assets and liabilities and insurance liabilities: Contractual and expected cash flows (undiscounted) Later than 1 year Later than 3 Carrying As at 31 December 2014 amount Without maturity Not later than 1 year but not later than 3 years years but not later than 5 years Later than 5 years Financial assets Contractual cash inflows Equity securities 236,030 236,030 Debt securities 941,836 72,234 186,342 186,285 982,202 4 Loans 140 Liquidity risk is the risk that the Group is unable to obtain funds at a reasonable funding cost when required to meet a repayment obligation and fund its asset portfolio within a certain time. 4.2 Financial risk (continued) 4.2.1 Market risk (continued) China Life Insurance Company Limited Annual Report 2014 Notes to the Consolidated Financial Statements For the year ended 31 December 2014 (iii) Currency risk (continued) As at 31 December 2014, if RMB had strengthened or weakened by 10% against US dollar, HK dollar and GB pound, with all other variables held constant, pre-tax profit for the year would have been RMB1,025 million (as at 31 December 2013: RMB1,275 million) lower or higher, respectively, mainly as a result of foreign exchange losses or gains on translation of US dollar, HK dollar and GB pound denominated financial assets and financial liabilities other than the available-for-sale equity securities included in the table above. Pre-tax available-for-sale reserve in equity would have been RMB830 million (as at 31 December 2013: RMB299 million) lower or higher, respectively, as a result of foreign exchange losses or gains on translation of the available-for-sale equity securities. The actual exchange gain in 2014 was RMB268 million (2013: exchange loss of RMB437 million). 4.2.2 Credit risk Credit risk is the risk that one party of a financial transaction or the issuer of a financial instrument will fail to discharge its obligation and cause another party to incur a financial loss. Because the Group's investment portfolio is restricted to the types of investments as permitted by China Insurance Regulatory Commission ("CIRC”) and a significant portion of the portfolio is in government bonds, government agency bonds and term deposits with the state-owned commercial banks, the Group's overall exposure to credit risk is relatively low. Credit risk is controlled by the application of credit approvals, limits and monitoring procedures. The Group manages credit risk through in-house research and analysis of the Chinese economy and the underlying obligors and transaction structures. Where appropriate, the Group obtains collateral in the form of rights to cash, securities, property and equipment. Credit risk exposure The carrying amount of financial assets included on the consolidated statement of financial position represents the maximum credit risk exposure at the reporting date without taking account of any collateral held or other credit enhancements attached. The Group has no credit risk exposure relating to off-balance sheet items as at 31 December 2014 and 2013. Collateral and other credit enhancements Securities purchased under agreements to resell are pledged by counterpart's debt securities or term deposits of which the Group could take the ownership if the owner of the collateral default. Policy loans and premium receivables are collateralized by their policies' cash value according to the terms and conditions of policy loan contracts and policy contracts, respectively. 139 China Life Insurance Company Limited Annual Report 2014 Notes to the Consolidated Financial Statements For the year ended 31 December 2014 4 RISK MANAGEMENT (continued) 4.2 Financial risk (continued) 4.2.2 Credit risk (continued) Credit quality The Group's debt securities investment mainly includes government bonds, government agency bonds, corporate bonds and subordinated bonds or debts, and most of the debt securities are guaranteed by either the Chinese government or Chinese government controlled financial institutions. As at 31 December 2014, 99.1% (as at 31 December 2013: 99.1%) of the corporate bonds held by the Group had credit rating of AA/A-2 or above. As at 31 December 2014, 99.6% (as at 31 December 2013: 99.7%) of the subordinated bonds or debts held by the Group either have credit rating of AA/A-2 or above, or were issued by national commercial banks. The bonds or debts' credit rating is assigned by a qualified appraisal institution in the PRC at the time of its issuance and updated at each reporting date. As at 31 December 2014, 99.7% (as at 31 December 2013: 99.6%) of the Group's bank deposits are with the four largest state-owned commercial banks, other national commercial banks and China Securities Depository and Clearing Corporation Limited (“CSDCC”) in the PRC. The Group believes these commercial banks, and CSDCC have a high credit quality. The Group's other loans excluding policyholder loans, are guaranteed by third parties or with pledge, or have the national annual budget income as the source of repayment, or have higher credit rating borrowers. As a result, the Group concludes that the credit risk associated with term deposits and accrued investment income thereof, statutory deposits – restricted, other loans, and cash and cash equivalents will not cause a material impact on the Group's consolidated financial statements as at 31 December 2014 and 2013. The credit risk associated with securities purchased under agreements to resell, policy loans and premium receivables will not cause a material impact on the Group's consolidated financial statements taking into consideration their collateral held and maturity term of no more than one year as at 31 December 2014 and 2013. 4.2.3 Liquidity risk In the normal course of business, the Group attempts to match the maturity of financial assets to the maturity of insurance and financial liabilities. borrowings 166,453 27,423 394,308 1,044,967 Financial and insurance liabilities Expected cash outflows Insurance contracts 1,603,446 (60,896) (118,434) (22,634) (2,463,567) Investment contracts 72,275 (14,703) (15,192) (9,827) (84,013) Contractual cash outflows Securities sold under agreements to repurchase 46,089 (46,089) Financial liabilities at fair value through profit or loss 10,890 (10,890) Annuity and other insurance balances payable 25,617 (25,617) 592,460 85,652 472,477 2,155,103 44,344 36,144 Term deposits 690,156 212,356 367,662 155,236 26,621 Statutory deposits-restricted 6,153 182 2,620 4,434 Securities purchased under agreements to resell 11,925 11,925 Accrued investment income 44,350 31,928 8,413 4,009 Premiums receivable 11,166 11,166 Cash and cash equivalents 47,034 47,034 Subtotal 236,030 346,864 378,272 (1,281,312) 13,588 301 577 577 (144) (144) (290) (85) (205) 362 362 9,349 9,349 4,035 85 3,649 301 RMB million RMB million Equity securities Equity securities RMB million RMB million Debt securities Total Available-for-sale securities (25) (25) Closing balance other comprehensive income 13,889 Total gains/(losses) recorded in 147 Notes to the Consolidated Financial Statements 363 473 836 (377) (377) 69 69 148 Accident insurance business relates primarily to the sale of accident insurance policies. (iii) Accident insurance business (Accident) Health insurance business relates primarily to the sale of health insurance policies, including those health insurance policies without significant insurance risk transferred. (ii) Health insurance business (Health) Life insurance business relates primarily to the sale of life insurance policies, including those life insurance policies without significant insurance risk transferred. Life insurance business (Life) (i) The Group operates in four operating segments: 5.1 Operating segments SEGMENT INFORMATION As at 31 December 2014 and 2013, unobservable inputs such as weighted average cost of capital and liquidity discount were used in the valuation of assets classified as Level 3 of fair value. The fair value was not significantly sensitive to reasonable changes in these unobservable inputs. For the years ended 31 December 2014 and 2013, there were no significant changes in the business or economic circumstances that affected the fair value of the Group's financial assets and liabilities. There were also no reclassifications of financial assets. For the assets and liabilities measured at fair value, during the year ended 31 December 2014, RMB22,436 million (2013: RMB10,194 million) debt securities were transferred from Level 1 to Level 2 within the fair value hierarchy, whereas RMB10,344 million (2013: RMB13,368 million) debt securities were transferred from Level 2 to Level 1. No material equity securities were transferred between Level 1 and Level 2. 5 material impact any The assets whose fair value measurements are classified under Level 3 above do not have on the profit or loss of the Group. 4.3 Fair value hierarchy (continued) RISK MANAGEMENT (continued) 4 For the year ended 31 December 2014 China Life Insurance Company Limited Annual Report 2014 13,889 6,135 or loss Transferred out of Level 3 - Equity securities Available-for-sale securities Assets measured at fair value RMB million RMB million Total inputs Level 3 Significant unobservable RMB million RMB million Level 2 Level 1 market inputs in active Quoted prices Fair value measurement using Significant observable The following table presents the Group's quantitative disclosures of fair value measurement hierarchy for assets and liabilities measured at fair value as at 31 December 2013: For the year ended 31 December 2014 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 4.3 Fair value hierarchy (continued) RISK MANAGEMENT (continued) 4 146 22,678 542 21,635 501 134,085 Total gains/(losses) recorded in profit - Debt securities 3,868 305,665 Transferred into Level 3 Purchases Opening balance value through profit or loss Securities at fair The following table presents the changes in Level 3 assets for the year ended 31 December 2013: (25) Total (25) through profit or loss Investment contracts at fair value 525,699 13,889 330,956 180,854 Liabilities measured at fair value Total 30,756 3,416 21,423 9,333 - Debt securities 3,416 - Equity securities profit or loss Securities at fair value through 339,986 151,541 13,588 301 34,020 5,935 13,588 200 According to "Solvency Regulations of Insurance Companies”, the solvency ratio is computed by dividing the actual capital by the minimum capital. The CIRC closely monitors those insurance companies with a solvency ratio less than 100% and may, depending on the individual circumstances, undertakes certain regulatory measures, including but not limited to restriction of payment of dividends. Insurance companies with a solvency ratio between 100% and 150% will be required to submit and implement plans preventing capital deterioration to an inadequate level. Insurance companies with a solvency ratio above 100% but with significant solvency risk identified would be required to take necessary rectifying actions. 4.3 Fair value hierarchy Level 1 fair value is based on quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can obtain at the measurement date. Other than Level 1 quoted prices, Level 2 fair value is based on valuation techniques using significant inputs, that are observable for the asset being measured, either directly or indirectly, for substantially the full term of the asset through corroboration with observable market data. Observable inputs generally used to measure the fair value of securities classified as Level 2 include quoted market prices for similar assets in active markets; quoted market prices in markets that are not active for identical or similar assets and other market observable inputs. This level includes the debt securities for which quotations are available from pricing services providers. Fair value provided by pricing services providers are subject to a number of validation procedures by management. These procedures include a review of the valuation models utilised and the results of these models, and as well as the recalculation of prices obtained from pricing services at the end of each reporting period. Under certain conditions, the Group may not receive price from independent third party pricing services. In this instance, the Group's valuation team may choose to apply internally developed valuation method to the assets or liabilities being measured, determine the main inputs for valuation, and analyse the change of the valuation and report it to management. Key inputs involved in internal valuation services are not based on observable market data. They reflect assumptions made by management based on judgements and experiences. The assets or liabilities valued by this method are generally classified as Level 3. 144 4 China Life Insurance Company Limited Annual Report 2014 Notes to the Consolidated Financial Statements For the year ended 31 December 2014 RISK MANAGEMENT (continued) 4.3 Fair value hierarchy (continued) As at 31 December 2014, assets classified as Level 1 accounted for approximately 33.91% of assets measured at fair value on a recurring basis. Fair value measurements classified as Level 1 include certain debt securities, equity securities that are traded in an active exchange market or interbank market and open-ended funds. The Group considers a combination of certain factors to determine whether a market for a financial instrument is active, including the occurrence of trades within the specific period, the respective trading volume, and the degree which the implied yields for a debt security for observed transactions differs from the Group's understanding of the current relevant market rates and information. Trading prices from the Chinese interbank market are determined by both trading counterparties and can be observed publicly. The Company adopted this price of the debt securities traded on the Chinese interbank market at the reporting date as their fair market value and classified the investments as Level 1. Open-ended funds also have active markets. Fund management companies publish the net asset value of these funds on their websites on each trade date. Investors subscribe for and redeem units of these funds in accordance with the fund net asset value published by the fund management companies on each trade date. The Company adopted the unadjusted net asset value of the funds at reporting dates as their fair market value and classified the investments as Level 1. As at 31 December 2014, assets classified as Level 2 accounted for approximately 62.58% of assets measured at fair value on a recurring basis. They primarily include certain debt securities and equity securities. Valuations are generally obtained from third party pricing services for identical or comparable assets, or through the use of valuation methodologies using observable market inputs, or recent quoted market prices. Valuation service providers typically gather, analyze and interpret information related to market transactions and other key valuation model inputs from multiple sources, and through the use of widely accepted internal valuation models, provide a theoretical quote on various securities. Debt securities are classified as Level 2 when they are valued at recent quoted prices from the Chinese interbank market or from valuation service providers. At 31 December 2014, assets classified as Level 3 accounted for approximately 3.51% of assets measured at fair value on a recurring basis. They primarily include unlisted equity securities and unlisted debt securities. Fair values are determined using valuation techniques, including discounted cash flow valuations, market comparison approach, etc. For the accounting policies regarding the determination of fair values of financial assets and liabilities, see Note 3.2. 145 China Life Insurance Company Limited Annual Report 2014 Notes to the Consolidated Financial Statements For the year ended 31 December 2014 4 RISK MANAGEMENT (continued) 4.3 Fair value hierarchy (continued) The following table presents the Group's quantitative disclosures of fair value measurement hierarchy for assets and liabilities measured at fair value as at 31 December 2014: Fair value measurement using Quoted prices Significant in active observable 226% Significant unobservable 294% 80,193 142 4 RISK MANAGEMENT (continued) 4.2 Financial risk (continued) China Life Insurance Company Limited Annual Report 2014 Notes to the Consolidated Financial Statements For the year ended 31 December 2014 4.2.3 Liquidity risk (continued) The amounts set forth in the tables above for insurance and investment contracts in each column are the cash flows representing expected future benefit payments taking into consideration of future premiums payments or deposits from policyholders. The excess cash inflows from matured financial assets will be reinvested to cover any future liquidity exposures. The estimate is subject to assumptions related to mortality, morbidity, lapse rate, loss ratio and expense and other assumptions. Actual experience may differ from estimates. The liquidity analysis above does not include policyholder dividends payable amounting to RMB74,745 million as at 31 December 2014 (as at 31 December 2013: RMB49,536 million). At 31 December 2014, declared dividends of RMB44,515 million (as at 31 December 2013: RMB33,671 million) included in policyholder dividends payable have a maturity not later than one year. For the remaining policyholder dividends payable, the amount and timing of the cash flows are indeterminate due to the uncertainty of future experiences including investment returns and are subject to future declarations by the Group. Although all investment contracts with DPF and investment contracts without DPF contain contractual options to surrender that can be exercised immediately by all policyholders at any time, the Group's expected cash flows as shown in the above tables are based on past experience and future expectations. Should these contracts were surrendered immediately, it would cause a cash outflow of RMB47,589 million and RMB24,064 million, respectively for the year ended 31 December 2014 (2013: RMB46,196 million and RMB18,364 million, respectively), payable within one year. 4.2.4 Capital management The Group's objectives for managing capital, which is actual capital calculated as the difference between admitted assets (defined by the CIRC) and the admitted liabilities (defined by the CIRC), are to comply with the insurance capital requirements required by the CIRC to meet the minimum capital and safeguard the Group's ability to continue as a going concern so that it can continue to provide returns for equity holders and benefits for other stakeholders. The Group is also subject to other local capital requirements, such as statutory deposits restricted requirement, statutory reserve fund requirement, general reserve requirement and statutory insurance fund requirement discussed in detail in Note 9.4, Note 35 and Note 20, respectively. The Group ensures its continuous and full compliance with the regulations mainly through monitoring its quarterly and annual solvency ratio, as well as the solvency ratio based on dynamic solvency testing. 143 China Life Insurance Company Limited Annual Report 2014 Notes to the Consolidated Financial Statements For the year ended 31 December 2014 4 RISK MANAGEMENT (continued) 4.2 Financial risk (continued) 4.2.4 Capital management (continued) The table below summarises the solvency ratio of the Company, the actual capital held against the minimum required capital: As at 31 December 2014 RMB million As at 31 December 2013 RMB million Actual capital Minimum capital Solvency ratio 236,151 168,501 74,485 market Level 1 RMB million Financial liabilities at fair value through profit or loss Investment contracts at fair value through profit or loss (10,890) (21) Total (10,911) The following table presents the changes in Level 3 assets for the year ended 31 December 2014: Securities at fair Opening balance Purchases Transferred into Level 3 Transferred out of Level 3 Total gains/(losses) recorded in profit or loss Total gains/(losses) recorded in other comprehensive income Closing balance (10,890) (21) (10,911) value through Available-for-sale securities profit or loss Total Debt securities RMB million Equity securities RMB million Equity securities RMB million RMB million 301 645,324 22,678 403,871 218,775 inputs Level 2 RMB million RMB million inputs Level 3 Total RMB million Assets measured at fair value Available-for-sale securities - Equity securities 151,817 - Debt securities 25,437 23,479 369,403 RISK MANAGEMENT (continued) 21,635 196,931 395,341 Securities at fair value through profit or loss - Equity securities 22,716 582 542 23,840 - Debt securities 18,805 10,407 29,212 Total Liabilities measured at fair value 501 4 2,126 (1,389) 2,244 13,496 255 (25) As at 1 January 2013 Net book value (25) As at 31 December 2013 (25)¨¨¨¨(25) (11,745) (836) Disposals properties Motor Assets under Leasehold Buildings fixtures vehicles construction improvements Total RMB million As at 1 January 2013 19,247 6,282 589 5,126 330 21,785 Buildings RMB million As at 31 December 2014 As at 1 January 2014 Net book value As at 31 December 2014 year As at 1 January 2014 Charge for the Accumulated depreciation As at 31 December 2014 Additions As at 1 January 2014 Cost 1,531 Group 7 For the year ended 31 December 2014 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 157 22,818 306 6,125 559 2,331 13,497 As at 31 December 2013 INVESTMENT PROPERTIES 1,435 5,126 33,266 Accumulated depreciation As at 1 January 2013 (5,265) (3,973) (932) (736) (10,906) Charge for the year (744) (727) (169) (138) (1,778) Transfer to investment properties 83 83 Disposals 16 351 218 16 601 As at 31 December 2013 (5,910) 35,418 1,166 6,125 1,448 Transfers Additions upon completion 1,263 18 (1,389) 108 127 822 155 3,373 4,477 Transfer to investment 1,080 properties (811) (1,435) Disposals (64) (392) (238) (174) (22) (890) As at 31 December 2013 19,949 6,730 (624) 1,435 (106) (46) (1,844) Disposals 58 654 54 26 792 As at 31 December 2014 (6,640) (4,473) (996) year (943) (13,052) Impairment As at 1 January 2014 (25) Charge for the year Disposals As at 31 December 2014 (24) (25) (24) Net book value As at 1 January 2014 (111) (167) (778) (788) 2 3,614 13 4,165 Disposals (128) (683) (58) (212) (33) (1,114) As at 31 December 2014 14,014 22,777 1,392 6,333 1,246 38,424 Accumulated depreciation As at 1 January 2014 (5,910) (4,349) (883) (858) (12,000) Charge for the year 6,676 2,381 565 6,125 Transfer to investment properties 96 96 Disposals 14 349 218 16 597 As at 31 December 2013 (5,764) (1,724) (4,275) Impairment As at 1 January 2013 Charge for the 158 2,080 2,045 As at 31 December 2014 As at 1 January 2014 Fair value 1,283 1,329 (152) (870) (4,349) (126) (713) 308 23,393 As at 31 December 2014 16,113 2,203 396 6,333 303 25,348 154 6 China Life Insurance Company Limited Annual Report 2014 (166) Notes to the Consolidated Financial Statements PROPERTY, PLANT AND EQUIPMENT (continued) Group (continued) Cost Office equipment furniture and (5,155) (3,911) (922) (726) (10,714) Charge for the year (719) For the year ended 31 December 2014 (883) Impairment As at 1 January 2013 expenses Benefits, claims and 440,766 (928) 4,736 12,268 35,255 389,435 Segment revenues (928) 928 Including: inter-segment revenue 4,185 (928) 4,148 67 898 Other income 5,808 (547) 22 154 6,179 Net fair value gains/(losses) through profit or loss 7,120 Insurance benefits and claims expenses Life insurance death and other benefits (191,291) (1,355) (897) (3,354) (4,770) (18,126) Underwriting and policy acquisition costs (24,866) (124) (24,742) participation in profits Policyholder dividends resulting from (1,958) (152) (48) (1,806) (105,883) (110) (8,196) (97,577) Increase in insurance contract liabilities (16,752) (3,869) (12,883) adjustment expenses Accident and health claims and claim (192,659) (13) Investment contract benefits 24 174 6,970 Accident Health Life For the year ended 31 December 2014 SEGMENT INFORMATION (continued) 5 For the year ended 31 December 2014 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 149 Financial assets and securities sold under agreements to repurchase are allocated among segments in proportion to the respective segment's average liabilities of insurance contracts and investment contracts at the beginning and end of the year. Insurance and investment contracts liabilities are presented under the respective segments. The remaining assets and liabilities are not allocated. 5.3 Allocation basis of assets and liabilities Others Investment income, net realised gains and impairment on financial assets, net fair value gains/(losses) through profit or loss and foreign exchange gains/(losses) within other expenses are allocated among segments in proportion to the respective segment's average liabilities of insurance contracts and investment contracts at the beginning and end of the year. Administrative expenses are allocated among segments in proportion to the unit cost of respective products in the different segments. Unallocated other income and other expenses are presented in the "Others" segment directly. Income tax is not allocated. 5.2 Allocation basis of income and The Group has restated prior year's comparative amounts based on the adjusted operating segments as follows. In order to better reflect the changes in the Group's external environment and business structure, and the objectives of future development, as well as providing users of financial statements with more useful information, the Group has adjusted its internal reporting method of segments in 2014, and realigned the composition of its reporting segments by changing the previously reported individual life insurance, group life insurance, short-term insurance, supplementary major medical insurance and other segments into four newly identified segments, namely life insurance, health insurance, accident insurance and others. The Group's management has conducted analysis and evaluation on the operating results based on the new reporting segments. Other businesses relate primarily to income and allocated cost of insurance agency business in respect of services to CLIC as described in Note 33, share of results of associates and joint ventures, income and expenses of subsidiaries, and unallocated income and expenditure of the Group. Other businesses (Others) (iv) 5.1 Operating segments (continued) For the year ended 31 December 2014 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 SEGMENT INFORMATION (continued) 5 expenses (27,147) RMB million Total Net realised gains and impairment on financial assets 93,548 1,183 315 2,236 89,814 Investment income 330,105 11,907 32,624 285,574 Net premiums earned Elimination 35,319 - Annuity - Endowment 29,767 - Whole life 2,871 - Term life 331,010 12,199 33,192 285,619 Gross written premiums Revenues 217,662 361 Finance costs (111) 6 PROPERTY, PLANT AND EQUIPMENT (continued) Company Office equipment furniture and Buildings fixtures Motor vehicles Assets under construction improvements Leasehold Total RMB million Cost As at 1 January 2014 19,286 6,606 1,429 6,125 1,142 34,588 Transfers Additions upon completion 2,781 268 (3,194) 100 For the year ended 31 December 2014 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 155 Charge for the year Transfer to investment properties Disposals (858) (12,000) (25)¨¨¨¨(25) As at 31 December 2013 (25) (25) Net book value (45) As at 1 January 2013 2,309 599 5,126 344 22,335 As at 31 December 2013 14,014 2,381 565 6,125 308 23,393 13,957 175 336 2 Disposals 57 654 54 25 790 As at 31 December 2014 (6,469) (4,382) (982) (919) (12,752) (1,797) Impairment (25) Charge for the year Disposals As at 31 December 2014 (24) ----( (25) (24) Net book value As at 1 January 2014 (148) (16) As at 1 January 2014 (4,451) (108) (761) 3,613 12 4,138 Disposals (128) (683) (58) (212) (32) (1,113) As at 31 December 2014 22,114 (166) 6,527 6,332 1,222 37,568 Accumulated depreciation As at 1 January 2014 (5,764) (4,275) (870) (836) (11,745) Charge for the year (762) 1,373 175 (45) 100 Depreciation and amortisation (21,562) (372) (66) (428) (20,696) equity holders of the Company Other comprehensive income attributable to 243 24,765 - Non-controlling interests - Equity holders of the Company Attributable to 25,008 Net profit (4,443) Income tax 29,451 4,066 608 2,739 22,038 Segment results 3,125 3,125 1,392 271 221 142 34,863 303 2,609 7,991 Others 6,279 5,578 38,363 1,831,849 cash equivalents) Financial assets (including cash and Assets Share of profit of associates and joint ventures Total Others Accident RMB million Health Life As at 31 December 2013 (restated) For the year ended 31 December 2014 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 SEGMENT INFORMATION (continued) 5 152 2,026 Elimination (391,557) 878 (3,547) (81) (3,931) Finance costs (25,690) (741) (3,012) (4,408) (17,529) Underwriting and policy acquisition costs (18,423) (54) (18,369) (12) participation in profits (1,818) (11,263) (107,354) | | | (69) (1,749) Investment contract benefits (62) (5,981) (101,311) Increase in insurance contract liabilities (3,236) As at 1 January 2013 Policyholder dividends resulting from 1,882,069 45,766 (8) Administrative expenses (9,558) (23,292) (356,038) Segment benefits, claims and expenses (637) (75) (92) (470) Statutory insurance fund contribution 878 (3) (18) (4,032) (857) (3,864) 878 (926) (577) (149) (3,090) Other expenses (24,805) (1,872) (2,581) (3,384) (16,968) Including: inter-segment expenses (8,027) Segment assets 40,972 6,332 391 2,145 15,621 As at 31 December 2014 22,818 306 6,125 559 2,331 13,497 113 810 155 3,373 4,451 Transfer to investment properties (702) (811) (1,513) Disposals (64) (377) (237) 303 24,792 156 China Life Insurance Company Limited Annual Report 2014 18 1,263 upon completion Transfers Additions 32,524 1,056 5,126 1,511 6,155 18,676 As at 1 January 2013 Cost (174) RMB million construction improvements vehicles fixtures Buildings Leasehold Assets under Motor Office equipment furniture and Company (continued) 6 PROPERTY, PLANT AND EQUIPMENT (continued) For the year ended 31 December 2014 Notes to the Consolidated Financial Statements Total (22) (874) As at 31 December 2013 20,426 368 62 404 19,592 Securities sold under agreements to repurchase 65,087 7,096 57,991 Investment contracts 1,494,497 5,147 Others 28,229 Insurance contracts Liabilities 1,972,941 21,713 23,393 Total Others Property, plant and equipment Unallocated 1,927,835 41,142 5,881 1,461,121 1,839,840 89,003 322 19,286 6,606 1,429 6,125 1,142 34,588 Accumulated depreciation PROPERTY, PLANT AND EQUIPMENT 6 For the year ended 31 December 2014 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 2,318 1,750,356 153 Total Others Unallocated 1,671,653 68 368 5,531 38,047 1,627,707 Segment liabilities 91,643 78,703 108 adjustment expenses (193,671) 221 324 1,427 Depreciation and amortisation 39,232 (123) 134 951 38,270 equity holders of the Company Other comprehensive income attributable to 303 32,211 - Non-controlling interests - Equity holders of the Company Attributable to 32,514 Net profit (7,888) Income tax 40,402 4,953 1,546 3,252 30,651 152 2,124 150 5 2,067,522 Segment assets 2,144,036 56,568 44,390 312 3,985 7,881 Others 27,421 6,961 50,013 2,059,641 Segment results cash equivalents) Assets Total Elimination Others Accident RMB million Health Life As at 31 December 2014 For the year ended 31 December 2014 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 SEGMENT INFORMATION (continued) Financial assets (including cash and 3,911 3,911 Share of profit of associates and joint ventures (4,726) Group Cost Office equipment furniture and Motor Assets under Buildings fixtures vehicles construction improvements Leasehold Administrative expenses Total As at 1 January 2014 19,949 6,730 1,448 6,125 1,166 35,418 Transfers Additions upon completion 2,781 268 (3,194) RMB million 53,998 (16,677) (2,576) (404,275) 928 (3,694) (10,722) (32,003) (358,784) Segment benefits, claims and expenses (701) (79) (116) (506) Statutory insurance fund contribution (4,092) 928 (22) (903) Including: inter-segment expenses (4,151) 928 (562) (705) (204) (3,608) Other expenses (25,432) (2,087) (3) Accident and health claims and claim 7,273 2,200,604 18 117 5,679 Net realised gains and impairment on financial assets 82,816 258 253 1,665 80,640 Investment income 324,813 9,895 24,180 290,738 Net premiums earned 326,290 | | | | | | | | 49,635 209,034 - Annuity - Endowment 29,782 - Whole life 2,327 (21) 5,793 Net fair value gains/(losses) through profit or loss 149 (3) (1,047) (192,621) Life insurance death and other benefits Insurance benefits and claims expenses expenses Benefits, claims and 417,883 (878) 4,488 10,166 26,031 - Term life 378,076 (878) 878 Including: inter-segment revenue 4,324 (878) 4,266 66 870 Other income 137 (15) 3 Segment revenues 10,799 24,713 290,778 2,732 90,703 Others 46,089 1,551 152 1,076 43,310 Securities sold under agreements to repurchase 72,275 8,565 63,710 372 Investment contracts 5,860 38,872 1,558,714 Insurance contracts Liabilities 2,246,567 20,615 25,348 Total Others Property, plant and equipment Unallocated 1,603,446 71,811 13,513 Segment liabilities Gross written premiums Revenues Total Elimination RMB million Others Accident Health For the year ended 31 December 2013 (restated) Life SEGMENT INFORMATION (continued) 5 107,320 For the year ended 31 December 2014 China Life Insurance Company Limited Annual Report 2014 1,959,236 130,106 151 Total Others Unallocated 1,829,130 15,064 6,384 51,245 1,756,437 Notes to the Consolidated Financial Statements Transfer to investment As at 31 December 2013 2,447 Government bonds Government agency bonds Corporate bonds Subordinated bonds/debts Total Debt securities Listed in mainland, PRC Unlisted Total As at 31 December 2014 RMB million As at 31 December 2013 RMB million 88,843 97,702 Debt securities 126,140 Company 503,075 146,595 131,022 155,705 160,733 517,283 503,075 68,199 49,159 37 21 23 23 449,024 453,872 517,283 The estimated fair value of all held-to-maturity securities was RMB526,526 million as at 31 December 2014 (as at 31 December 2013: RMB464,996 million). 113,618 113,618 130,469 9.1 Held-to-maturity securities (continued) Group debt securities – Contractual maturity schedule Maturing: As at 31 December 2014 RMB million As at 31 December 2013 RMB million Within one year 11,823 12,905 After one year but within five 70,592 64,878 years FINANCIAL ASSETS (continued) 146,027 9 Notes to the Consolidated Financial Statements 155,700 160,728 516,710 502,517 68,199 49,159 448,511 453,358 516,710 502,517 The estimated fair value of all held-to-maturity securities was RMB525,949 million as at 31 December 2014 (as at 31 December 2013: RMB464,477 million). Unlisted debt securities include those traded on the Chinese interbank market. 165 China Life Insurance Company Limited Annual Report 2014 Accumulated depreciation For the year ended 31 December 2014 After five years but within ten years 126,140 88,843 35.00% Carrying amount of the investments 17,704 3,267 12,403 1,401 Total revenues Net profit Other comprehensive income 34,477 28,054 32,386 1,483 11,583 535 29.02% 4,661 40.00% Proportion of the Group's ownership 43,445 Total equity attributable to equity holders of the associates 73,292 8,167 37,525 2,445 Total adjustments (i) 1,877 Total equity attributable to equity holders of the associates after adjustments 73,292 8,167 39,402 2,445 20.00% 97,702 169 253 Subordinated bonds/debts Total Debt securities Listed in mainland, PRC Listed in Hong Kong, PRC Listed in Singapore Unlisted Total China Life Insurance Company Limited Annual Report 2014 Notes to the Consolidated Financial Statements For the year ended 31 December 2014 As at 31 December 2014 RMB million As at 31 December 2013 RMB million Corporate bonds (1,820) bonds Government bonds 46 9 Total comprehensive income 9,763 788 4,707 178 The Group had no contingent liabilities or capital commitments with the associates as at 31 December 2013. (i) Including adjustments for the difference of accounting policies, fair value and others. 164 9 FINANCIAL ASSETS 9.1 Held-to-maturity securities Group Debt securities Government agency 149,986 109,334 After ten years 60,315 53,665 26,002 32,111 31,969 165,913 118,286 China Life Insurance Company Limited Annual Report 2014 Notes to the Consolidated Financial Statements For the year ended 31 December 2014 9 FINANCIAL ASSETS (continued) 9.2 Loans (continued) (i) Other loans mainly consisted of different types of asset management products. As at 31 December 2014, RMB84,300 million (as at 31 December 2013: RMB62,200 million) of asset management products had been managed by China Life Asset Management Company Limited ("AMC”), a subsidiary of the Company, of which RMB39,571 million (as at 31 December 2013: RMB34,920 million) was owned by the Group. Meanwhile, the Group also owned RMB50,034 million (as at 31 December 2013: RMB22,836 million) of asset management products managed by other financial institutions. All asset management products are guaranteed by third parties or with pledge, or have the national annual budget income as the source of repayment, or have higher credit rating borrowers. The Group did not guarantee or provide any financing support for other loans, and considers that the carrying value of other loans represents its maximum risk exposure. 80,137 During the year ended 31 December 2014, the Group's investment income from the above asset management products was RMB4,137 million (2013: RMB2,894 million), the related asset management fee received by AMC was RMB171 million (2013: RMB106 million). RMB million December 2013 32,345 32,119 166,453 118,626 As at 31 December 2014 RMB million As at 31 December 2013 RMB million 73,654 92,259 60,176 58,110 165,913 118,286 As at 31 December 2014 As at 31 RMB million 26,192 9.3 Term deposits Maturing: As at 31 December 2014 RMB million As at 31 December 2013 RMB million Within one year After one year but within five years After five years but within ten years 195,529 463,442 74,460 577,942 26,500 10,000 Total 685,471 662,402 168 Maturing: Group Company 690,156 As at 31 December 2014 RMB million As at 31 December 2013 RMB million Within one year After one year but within five years After five years but within ten years 200,214 74,932 463,442 579,242 26,500 10,000 Total 664,174 53,894 60,315 80,214 64,872 After five years but within ten years 149,837 109,085 284,580 315,655 After ten years Total 166 516,710 502,517 9 FINANCIAL ASSETS (continued) 9.2 Loans Group 70,477 Policy loans After one year but within five years 12,905 284,882 315,958 Total 517,283 503,075 Company debt securities As at 31 As at 31 Contractual maturity schedule December 2014 December 2013 RMB million RMB million Maturing: 11,816 Within one year Other loans (i) Total Maturing: As at 31 December 2013 RMB million RMB million 73,654 60,176 92,799 58,450 166,453 118,626 As at 31 As at 31 December 2014 December 2013 RMB million RMB million December 2014 As at 31 167 For the year ended 31 December 2014 Within one year After one year but within five years After five but within ten years years Total Company Policy loans Other loans (i) 8,167 Total Within one year After one year but within five years After five years but within ten years Total China Life Insurance Company Limited Annual Report 2014 Notes to the Consolidated Financial Statements Maturing: Total equity 73,292 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 Notes to the Consolidated Financial Statements For the year ended 31 December 2014 7 8 INVESTMENT PROPERTIES (continued) The Group uses the market comparison approach as its primary method to estimate the fair value of its investment properties. Under the market comparison approach, the estimated fair value of a property is based on the average sale price of comparable properties recently sold, with consideration of the comprehensive adjustment coefficient, which is composed of a number of adjusting factors, including the time and the conditions of sale, the geographical location, age, decoration, floor area, lot size of the property and other factors. Under the market comparison approach, an increase (decrease) in the comprehensive adjustment coefficient will result in an increase (decrease) in the fair value of investment properties. INVESTMENTS IN ASSOCIATES AND JOINT VENTURES Group 2014 RMB million 2013 RMB million As at 1 January 34,775 161 Investments in associates and joint ventures (i) The fair values of investment properties of the Group and the Company as at 31 December 2014 amounted to RMB2,080 million and RMB2,231 million (as at 31 December 2013: RMB2,045 million and RMB2, 195 million), respectively, which were estimated by the Company having regards to valuations performed by an independent appraiser. The investment properties were classified as Level 3 in the fair value hierarchy. The Group has no restrictions on the reliability of its investment properties and no contractual obligations to each investment property purchased, constructed or developed or for repairs, maintenance and enhancements. Fair value As at 1 January 2013 As at 31 December 2013 China Life Insurance Company Limited Annual Report 2014 Notes to the Consolidated Financial Statements For the year ended 31 December 2014 Buildings RMB Million 1,513 1,513 (23) (96) (119) 1,394 2,195 The Company leases part of its investment properties to its subsidiaries and charges rentals based on the areas occupied by the respective entities. These properties are categorized as property, plant and equipment of the Group in the consolidated statement of financial position. There were no investment properties without title certificates as at 31 December 2014. As at 31 December 2013 5,671 Amount of additional investment cost below the fair value for identifiable net assets Scrip dividend (ii) As at 31 December 162 2014 RMB million 2013 RMB million 23,976 21,389 2,800 268 2,506 81 27,044 23,976 8 China Life Insurance Company Limited Annual Report 2014 Investments in associates and joint ventures (i) 28,991 2,506 As at 1 January 34,775 683 Scrip dividend (ii) 268 81 Share of profit 3,911 3,125 Other equity movements 280 (332) Dividend received (ii) (515) (279) As at 31 December 44,390 Company 6,039 As at 1 January 2013 As at 31 December 2013 Charge for the year (119) 1,513 1,513 Buildings RMB million As at 1 January 2014 Accumulated depreciation As at 31 December 2014 Transfer from property, plant and equipment Additions As at 1 January 2014 Cost Company INVESTMENT PROPERTIES (continued) 7 (49) For the year ended 31 December 2014 Transfer from property, plant and equipment (168) Cost Company (continued) INVESTMENT PROPERTIES (continued) 7 2,231 2,195 1,345 1,394 160 As at 31 December 2014 As at 1 January 2014 Fair value As at 31 December 2014 As at 1 January 2014 Net book value As at 31 December 2014 Net book value Notes to the Consolidated Financial Statements 159 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 As at 1 January 2013 Accumulated depreciation As at 31 December 2013 Transfer from property, plant and equipment Additions As at 1 January 2013 Cost Group (continued) INVESTMENT PROPERTIES (continued) 7 As at 1 January 2013 Charge for the year Transfer from property, plant and equipment For the year ended 31 December 2014 China Life Insurance Company Limited Annual Report 2014 Buildings RMB Million 1,435 2,045 As at 31 December 2013 As at 1 January 2013 Fair value 1,329 As at 31 December 2013 As at 1 January 2013 Net book value (106) As at 31 December 2013 (83) (23) 33 Transfer from property, plant and equipment Charge for the year 1,435 As at 1 January 2013 For the year ended 31 December 2014 (i) 20.00% 40.00% 29.46% 35.00% 70.00% Carrying amount of the investments Total revenues Net profit Other comprehensive income 20,535 6,757 13,186 1,434 2,478 44,644 Proportion of the Group's ownership 36,522 3,540 41,475 Total equity attributable to equity holders of the associates and joint ventures 87,449 16,893 40,491 2,539 3,749 Total adjustments (i) 984 (209) Total equity attributable to equity holders of the associates and joint ventures after adjustments 87,449 16,893 2,539 3,749 40,411 241 CGB RMB million CLP&C RMB million Sino-Ocean RMB million COFCO Futures RMB million Total assets 1,469,850 37,359 137,869 8,486 Total liabilities 1,396,558 Transfer from property, plant and equipment 29,192 94,424 The following table illustrates the summarised financial information of the Group's associates as at 31 December 2013 and for the year ended 31 December 2013: 3,306 December 2014. (157) 12,037 1,407 4,606 84 142 2,120 318 (19) 8 (299) Total comprehensive income 14,157 1,725 4,587 92 The Group had no contingent liabilities or capital commitments with the associates and joint venture as at 31 INVESTMENTS IN ASSOCIATES AND JOINT VENTURES (continued) 2,539 16,893 10 Upper Bank Street SLP Jersey Island As at 31 December 2013, the Group owned the following associates: Name CGB CLP&C Sino-Ocean COFCO Futures Percentage of equity interest held 20.00% 40.00% 29.46% PRC 35.00% 70.00% Joint venture Country of incorporation ("COFCO Futures") Hong Kong, PRC (ii) On 9 June 2014, the Company, CLIC and China Life Property and Casualty Insurance Company Limited ("CLP&C") signed a contract, pursuant to which the Company and CLIC agreed to contribute capital of RMB2,800 million and RMB4,200 million in cash respectively to CLP&C. After the capital injection, the Company's percentage of holding in CLP&C remained unchanged and its accumulated investment cost increased to RMB6,000 million. On 20 June 2014, King Phoenix Tree Limited, a subsidiary of the Company, invested GBP275 million to establish 10 Upper Bank Street Separate Limited Partnership (“10 Upper Bank Street SLP”), holding 70% of the total partnership interest. According to the partnership agreement, King Phoenix Tree Limited, as a limited partner, cannot control 10 Upper Bank Street SLP on its own, but has joint control with the general partner. Therefore, 10 Upper Bank Street SLP was accounted for as a joint venture of the Group. 2013 final dividend of HKD0.16 per ordinary share was approved and declared in the annual general meeting of Sino-Ocean Land Holdings Limited (“Sino-Ocean”) on 9 May 2014, and each shareholder could elect to receive the 2013 final dividend in cash or in scrip shares. The Company elected the scrip shares option and received scrip shares amounting to RMB268 million. 2014 interim dividend of HKD0.075 per ordinary share was approved and declared in the board meeting of Sino-Ocean on 19 September 2014, and each shareholder could elect to receive the 2014 interim dividend in cash or in scrip shares. The Company elected the cash option and received cash dividend amounting to RMB131 million. The Group's investments in associates and joint ventures are unlisted except for Sino-Ocean, which is listed in Hong Kong. As at 31 December 2014, the stock price of Sino-Ocean was HKD4.41 per As at 31 December 2014, the Group owned the following associates and joint venture: share. Name Associates Country of incorporation China Guangfa Bank Co. Ltd (“CGB") CLP&C PRC PRC Sino-Ocean COFCO Futures Company Limited 44,383 Percentage of equity interest held 20.00% Street SLP RMB million Total assets 1,648,056 52,769 132,212 9,784 8,199 Total liabilities 1,560,607 35,876 87,829 7,245 4,450 Total equity 87,449 RMB million PRC Sino-Ocean RMB million PRC 40.00% Hong Kong, PRC 29.02% PRC 35.00% 163 China Life Insurance Company Limited Annual Report 2014 Notes to the Consolidated Financial Statements For the year ended 31 December 2014 8 INVESTMENTS IN ASSOCIATES AND JOINT VENTURES (continued) The following table illustrates the summarised financial information of the Group's associates and joint venture as at 31 December 2014 and for the year ended 31 December 2014: COFCO 10 Upper Bank Futures RMB million CGB CLP&C RMB million Additions Group Contractual maturity schedule Statutory deposits - restricted 352 FINANCIAL ASSETS (continued) 9 Within one year 9.4 After one year but within five years Total 11,925 8,295 11,925 Securities purchased under agreements to resell 34,172 53,052 34,172 53,052 Securities at fair value through profit or loss 491,527 592,272 491,527 592,272 6,153 6,153 8,295 6,153 Cash and cash equivalents 21,330 (20,426) (46,089) (20,426) (46,089) Securities sold under agreements to repurchase (10,890) (10,890) Financial liabilities at fair value through profit or loss (63,772) (70,694) (65,087) (72,275) Investment contracts (iii) 21,330 47,034 47,034 6,153 664,174 690,156 investment contracts: The table below presents the carrying value and estimated fair value of major financial assets and liabilities, and For the year ended 31 December 2014 FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES 10 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 34,624 43,981 176 Total 6,337 12,377 Non-current 28,287 Carrying value As at 31 December 2014 RMB million As at 31 December 2013 RMB million Estimated fair value (i) As at 31 December 2014 RMB million As at 31 December 2013 RMB million 664,174 690,156 118,626 166,453 118,626 166,453 464,996 Bonds payable (iii) 526,526 517,283 Available-for-sale securities, at fair value Term deposits Loans Held-to-maturity securities (ii) - Statutory deposits – restricted 503,075 31,604 (67,989) (68,370) 6,137 Land use rights RMB million As at 31 December 2013 As at 31 December 2014 RMB million 1,069 1,032 846 908 223 124 Group OTHER ASSETS 13 Total 6,183 Non-current Due from related parties 656 Total Non-current Current Total 3,360 3,756 Others 4,104 Fund subscription and redemption fees receivable 8,175 2,449 Tax refundable 2,056 2,281 Automated policy loans 684 Current 1,069 1,032 12 For the year ended 31 December 2014 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 177 As at 31 December 2014, the carrying value of premiums receivable within one year was RMB11,143 million (as at 31 December 2013: RMB9,871 million). PREMIUMS RECEIVABLE The fair value of investment contracts at amortised cost and bonds payable were determined by using valuation techniques, with consideration of the present value of expected cash flows arising from contracts using a risk-adjusted discount rate, allowing for the risk-free rate available on the valuation date, credit risk and risk margin associated with the future cash flows. The fair value of investment contracts at amortised cost and bonds payable were classified as Level 3. Investment contracts at fair value through profit or loss have quoted prices in active markets, so its fair value was classified as Level 1. (iii) (ii) The fair value of held-to-maturity securities are determined by reference with other debt securities which are measured by fair value. Please refer to Note 4.3. The fair value of held-to-maturity under Level 1 was RMB69,506 million and under Level 2 was RMB457,020 million as at 31 December 2014 (as at 31 December 2013: Level 1 RMB54,643 million and Level 2 RMB410,353 million). The estimates and judgements to determine the fair value of financial assets are described in Note 3.2. 11 (i) (65,486) REINSURANCE ASSETS Group and Company As at 31 December 2014 Total 60 39 121 65 42 20 (67,985) 846 Claims recoverable from reinsurers (Note 14) Ceded unearned premiums (Note 14) Due from reinsurance companies Long-term insurance contracts ceded (Note 14) RMB million RMB million As at 31 December 2013 908 Current 34,624 43,981 16,764 Subtotal 25,312 11,666 Unlisted 5,277 5,098 Listed in mainland, PRC Debt securities 34,005 38,822 3,416 22,058 Total Subtotal 30,589 2,477 Equity securities Unlisted Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 9 174 Unlisted debt securities include those traded on the Chinese interbank market and those not publicly traded. Unlisted equity securities include those not traded on stock exchanges, which are mainly open-ended funds with public market price quotation. 34,005 38,822 3,416 22,058 932 352 2,484 21,706 Total Subtotal Listed in mainland, PRC 21,559 Common stocks 939 Company 9.6 Securities at fair value through profit or loss (continued) FINANCIAL ASSETS (continued) 9 For the year ended 31 December 2014 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 34,172 53,052 3,416 23,840 173 Total Subtotal 932 Debt securities Government bonds Government agency bonds Corporate bonds 499 Funds Equity securities 30,589 16,764 24,441 14,782 FINANCIAL ASSETS (continued) 4,659 1,489 254 RMB million December 2014 RMB million As at 31 December 2013 As at 31 Subtotal 1,728 9.7 Securities purchased under agreements to resell Group Maturing: 12,422 Non-current 28,358 31,928 Current 34,717 44,350 1,105 1,599 13,402 15,667 20,210 27,084 RMB million As at 31 December 2013 6,359 Total Company Bank deposits 1,104 1,596 13,379 15,450 20,141 26,935 RMB million December 2014 RMB million As at 31 December 2013 December 2014 As at 31 34,717 44,350 Total Others Debt securities RMB million 178 As at 31 Others 8,295 11,925 As at 31 December 2013 RMB million December 2014 RMB million As at 31 For the year ended 31 December 2014 175 Total After 30 days but within 90 days Within 30 days Maturing: Company Total After 30 days but within 90 days Within 30 days 11,925 8,295 As at 31 As at 31 Debt securities Bank deposits Group 9.8 Accrued investment income FINANCIAL ASSETS (continued) 9 For the year ended 31 December 2014 Total Notes to the Consolidated Financial Statements 8,266 11,841 8,266 11,841 RMB million December 2013 December 2014 RMB million China Life Insurance Company Limited Annual Report 2014 Unlisted 19,411 12,956 Unlisted Subtotal Total 170 71,553 80,638 8,303 2,985 132,334 67,918 212,190 151,541 607,531 491,527 9 Listed in Hong Kong, PRC FINANCIAL ASSETS (continued) Listed in mainland, PRC Subtotal Equity securities Others (i) 15,259 Total 607,531 491,527 Debt securities Listed in mainland, PRC 46,137 Listed in Singapore 260 Unlisted 348,944 37,652 266 302,068 395,341 339,986 Equity securities 9.5 Available-for-sale securities (continued) Company Available-for-sale securities, at fair value For the year ended 31 December 2014 As at 31 As at 31 December 2014 December 2013 RMB million RMB million 25,913 31,088 138,487 119,739 205,620 164,364 22,798 23,579 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 Others (i) (i) Debt securities Government bonds Government agency bonds Corporate bonds Subordinated bonds/debts Others (i) Subtotal Available-for-sale securities, at cost Equity securities Common stocks Preferred stocks Others (i) Subtotal Available-for-sale securities, at cost Equity securities Total Funds 1,217 151,541 16,239 December 2014 December 2013 RMB million RMB million 5,653 5,653 5,653 5,653 Insurance companies in China are required to deposit an amount equal to 20% of their registered capital with banks in conformity with regulations of the CIRC. These funds may not be used for any purpose, other than to pay off debts during liquidation proceedings. 169 China Life Insurance Company Limited Annual Report 2014 Notes to the Consolidated Financial Statements For the year ended 31 December 2014 9 FINANCIAL ASSETS (continued) As at 31 9.5 Available-for-sale securities As at 31 6,153 Company Contractual maturity schedule Within one year After one year but within five years Total China Life Insurance Company Limited Annual Report 2014 Notes to the Consolidated Financial Statements For the year ended 31 December 2014 As at 31 As at 31 December 2014 RMB million December 2013 RMB million 6,153 6,153 6,153 Group Available-for-sale securities, at fair value Debt securities 119,739 206,511 165,001 22,798 23,579 1,217 232 395,341 339,986 83,121 58,052 71,592 77,250 3,000 39,218 138,487 31,435 26,328 RMB million Government bonds Government agency bonds Corporate bonds Subordinated bonds/debts Others (i) Subtotal Equity securities 196,931 Funds Preferred stocks Others (i) Subtotal As at 31 December 2014 RMB million As at 31 December 2013 Common stocks 20,430 232 339,002 Notes to the Consolidated Financial Statements FINANCIAL ASSETS (continued) 9.6 Securities at fair value through profit or loss Group Debt securities Government bonds Government agency bonds Corporate bonds Subtotal For the year ended 31 December 2014 As at 31 December 2014 RMB million As at 31 December 2013 RMB million 254 China Life Insurance Company Limited Annual Report 2014 1,489 9 394,035 RMB million Maturing: Within one year After one year but within five years After five years but within ten years After ten years Total 172 13,939 7,964 139,624 115,468 119,987 117,203 120,485 98,367 339,002 4,085 4,659 24,873 Unlisted 23,292 25,381 Subtotal 29,212 30,756 Equity securities Listed in mainland, PRC 23,488 2,484 20,430 19,411 6,338 6,455 14,092 5,375 5,920 Listed in mainland, PRC Debt securities 24,608 29,212 30,756 Equity securities Funds 499 939 December 2013 Common stocks 2,477 Subtotal Total 23,840 3,416 53,052 34,172 23,341 394,035 As at 31 December 2014 Company (continued) Debt securities Listed in mainland, PRC Listed in Singapore Unlisted Equity securities Listed in mainland, PRC Listed in Hong Kong, PRC Unlisted Subtotal Total As at 31 December 2014 RMB million As at 31 December 2013 RMB million 9.5 Available-for-sale securities (continued) FINANCIAL ASSETS (continued) 9 For the year ended 31 December 2014 82,714 57,704 71,592 77,235 3,000 38,645 15,701 45,707 260 348,068 195,951 15,259 605,245 489,642 Other available-for-sale securities mainly include bank wealth management products, private equity funds, other unlisted equity investments, etc. The Group did not guarantee or provide any financing support for other available- for-sale securities, and considers that the carrying value of other available-for-sale securities represents its maximum risk exposure. 171 China Life Insurance Company Limited Annual Report 2014 Notes to the Consolidated Financial Statements 150,640 RMB million 37,208 266 394,035 Company debt securities As at 31 December 2014 RMB million As at 31 December 2013 RMB million 13,939 7,964 139,737 115,636 120,284 117,242 121,381 99,144 395,341 339,986 As at 31 Contractual maturity schedule Total 301,528 After ten years After one year but within five years 339,002 71,548 80,365 8,303 2,985 131,359 67,290 After five years but within ten years 211,210 605,245 489,642 Unlisted debt securities include those traded on the Chinese interbank market and those not publicly traded. Unlisted equity securities include those not traded on stock exchanges, which are mainly open-ended funds with public market price quotation. Group debt securities - Contractual maturity schedule Maturing: Within one year 150,640 Subtotal For debt repurchase transactions through the stock exchange, the Company is required to deposit certain exchange-traded bonds into a collateral pool with fair value converted at a standard rate pursuant to the stock exchange's regulation which should be no less than the balance of the related repurchase transaction. As at 31 December 2014, the carrying value of securities deposited in the collateral pool was RMB49,308 million (as at 31 December 2013: RMB35,331 million). The collateral is restricted from trading during the period of the repurchase transaction. 188 Increase 2014 Other movements - Change in other assumptions (ii) Change in discount rates Change in assumptions Accretion of interest Release of liabilities (i) Premiums As at 1 January Group and Company The table below presents movements in the liabilities of long-term insurance contracts: (d) Movements in liabilities of long-term insurance contracts INSURANCE CONTRACTS (continued) 14 For the year ended 31 December 2014 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 (6,896) 121 (6,775) (5,955) 101 (5,854) RMB million As at 31 December (65) 7,165 6,896 (121) 6,775 183 7,230 Release 2013 RMB million 1,375,504 Deposits received As at 1 January The table below presents movements of investment contracts with DPF: For the year ended 31 December 2014 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 Total - At fair value through profit or loss - At amortised cost Investment contracts without DPF Investment contracts with DPF at amortised cost Group and Company 15 INVESTMENT CONTRACTS 184 For the year ended 31 December 2013, change in other assumptions was mainly caused by change in lapse rate assumptions of certain products, which increased insurance contract liabilities by RMB337 million. This change reflected the Group's most recent experience and future expectations about lapse rate as at the reporting date. Changes in assumptions other than lapse rates decreased insurance contract liabilities by RMB66 million. For the year ended 31 December 2014, change in other assumptions was mainly caused by change in morbidity rate assumptions of certain products, which increased insurance contract liabilities by RMB441 million. This change reflected the Group's most recent experience and future expectations about the morbidity rates as at the reporting date. Changes in assumptions other than morbidity rates decreased insurance contract liabilities by RMB21 million. (ii) 305,720 (264,175) 69,214 64,478 (4,599) 420 1,482,946 304,677 (265,137) 1,222 271 (74) As at 31 December 1,588,900 1,482,946 (i) The release of liabilities mainly consists of release due to death or other termination and related expenses, release of residual margin and change of reserves for claims and claim adjustment expenses. 1,379 6,775 (121) 6,896 - Claims arising in prior years 11,476 16,499 - Claims arising in current year Claims incurred (2,712) (4,557) - Cash paid for prior year claims (7,106) (9,636) Cash paid for current year claims Cash paid for claims settled 3,078 4,655 Total as at 1 January – Gross 2,876 202 For the year ended 31 December 2014 INSURANCE CONTRACTS (continued) 14 (c) Movements in liabilities of short-term insurance contracts The table below presents movements in claims and claim adjustment expense reserve: 355 Group and Company Incurred but not reported 2014 RMB million 2013 RMB million 835 3,820 Notified claims (81) Total as at 31 December - Gross Notified claims Net Gross Ceded Net As at 1 January 6,896 Ceded (121) 5,955 (101) 5,854 7,230 (65) 7,165 6,775 Deposits withdrawn, payments on death and other benefits Gross RMB million Incurred but not reported Total as at 31 December - Gross The table below presents movements in unearned premium reserves: Group and Company 7,316 4,655 RMB million 2,135 5,181 3,820 7,316 4,655 2014 2013 835 Policy fees deducted from account balances Interest credited As at 31 December 46,089 3,000 3,000 118 17,426 42,971 20,426 46,089 6,564 4,612 13,862 41,477 RMB million As at 31 December 2013 December 2014 RMB million As at 31 For the year ended 31 December 2014 186 18 China Life Insurance Company Limited Annual Report 2014 Notes to the Consolidated Financial Statements SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE Group 20,426 Interbank market Total Maturing: Within 30 days After 30 but within 90 days After 90 days Total Stock exchange market As at 31 December 2014, bonds with a carrying value of RMB42,177 million (as at 31 December 2013: RMB14,338 million) were pledged as collateral for financial assets sold under agreements to repurchase resulting from repurchase transactions entered into by the Group in the interbank market. For debt repurchase transactions through the stock exchange, the Group is required to deposit certain exchange- traded bonds into a collateral pool with fair value converted at a standard rate pursuant to the stock exchange's regulation which should be no less than the balance of the related repurchase transaction. As at 31 December 2014, the carrying value of securities deposited in the collateral pool was RMB49,963 million (as at 31 December 2013: RMB35,677 million). The collateral is restricted from trading during the period of the repurchase transaction. RMB million RMB million 40,499 13,494 4,039 6,564 As at 31 December 2013 44,538 41,538 17,058 3,000 3,000 20,058 As at 31 December 2014, bonds with a carrying value of RMB42,131 million (as at 31 December 2013: RMB13,962 million) were pledged as collateral for financial assets sold under agreements to repurchase resulted from repurchase transactions entered into by the Company in the interbank market. 20,058 Subordinated bonds are measured at amortised cost as described in Note 2.14. December 2014 Total 187 China Life Insurance Company Limited Annual Report 2014 Notes to the Consolidated Financial Statements For the year ended 31 December 2014 18 SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE (continued) As at 31 Company Stock exchange market Total Maturing: Within 30 days After 30 but within 90 days After 90 days Interbank market Notes to the Consolidated Financial Statements The Company issued the above three subordinated bonds with a maturity term of 10 years to qualified investors who met the relevant regulatory requirements. The coupon rates per annum for the first 5 years are 5.50%, 4.70%, 4.58%, respectively, for bonds issued on 26 October 2011, 29 June 2012 and 5 November 2012. The Company has the right to call the subordinated bonds at par at the end of the fifth year after issuance. If the Company does not exercise the call option, the coupon rate per annum for the remaining 5 years will be raised by 200 basis points. 68,000 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 46,555 47,962 1,284 1,288 (13) (33) (5,315) (3,334) 2,622 3,486 47,977 46,555 RMB million RMB million 2013 185 As at 31 December 2014 As at 31 December 2013 RMB million RMB million For the year ended 31 December 2014 47,962 24,292 21 18,507 25 72,275 65,087 2014 46,555 16 INTEREST-BEARING LOANS AND BORROWINGS Maturity date Guaranteed loans 26 October 2021 5.50% 30,000 30,000 29 June 2022 4.70% 26 October 2011 29 June 2012 28,000 5 November 2012 5 November 2022 4.58% 10,000 10,000 Total 28,000 68,000 Par Value Maturity date 17 June 2019 Interest rate As at 31 December 2014 RMB million As at 31 December 2013 RMB million 3.54% Interest rate p.a. 2,623 BONDS PAYABLE As at 31 December 2014, all bonds payable were subordinated bonds with a total carrying value of RMB67,989 million (as at 31 December 2013: RMB67,985 million) and the par value of RMB68,000 million (as at 31 December 2013: RMB68,000 million). Group and Company As at 31 December 2014 RMB million As at 31 December 2013 RMB million Issue date 17 China Life Insurance Company Limited Annual Report 2014 44,538 1,493,470 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 4.80%-5.00% 4.80%-5.00% Discount rate assumptions 179 As at 31 December 2013 As at 31 December 2014 In developing discount rate assumptions, the Group considers investment experience, the current investment portfolio and trend of the relevant yield curves. The discount rates reflect the future economic outlook as well as the Group's investment strategy. The assumed discount rates with risk margin for the past two years are as follows: reserves. For the insurance contracts of which future insurance benefits are affected by investment yields of corresponding investment portfolios, the discount rate assumption is based on expected investment returns of the asset portfolio backing these liabilities, considering the impacts of time value on (i) (a) Process used to decide on assumptions INSURANCE CONTRACTS 19,849 For the year ended 31 December 2014 17,969 14 (a) Process used to decide on assumptions (continued) 14 180 Risk margin is considered in the Group's mortality and morbidity assumptions. The Group bases its morbidity assumptions for critical illness products on analysis of historical experience and expectations of future developments. There are two main sources of uncertainty. First, wide-ranging lifestyle changes could result in future deterioration in morbidity experience. Second, future development of medical technologies and improved coverage of medical facilities available to policyholders may bring forward the timing of diagnosing critical illness, which demands earlier payment of the critical illness benefits. Both could ultimately result in an inadequate reserving of liability if current morbidity assumptions do not properly reflect such trends. The Group bases its mortality assumptions on China Life Insurance Mortality Table (2000-2003), adjusted where appropriate to reflect the Group's recent historical mortality experience. The main source of uncertainty with life insurance contracts is that epidemics and wide-ranging lifestyle changes could result in deterioration in future mortality experience, thus leading to an inadequate reserving of liability. Similarly, improvements in longevity due to continuing advancements in medical care and social conditions may expose the Group to longevity risk. The mortality and morbidity assumptions are based on the Group's historical mortality and morbidity experience. The assumed mortality rates and morbidity rates vary by age of the insured and contract type. There is uncertainty on the discount rate assumption, which is affected by factors such as future macro-economy, monetary and foreign exchange policies, capital market and availability of investment channels of insurance funds. The Group determines the discount rate assumption based on the information obtained at the end of each reporting period including consideration of risk margin. 3.52%-5.96% 3.47%-5.74% As at 31 December 2013 As at 31 December 2014 (ii) Discount rate assumptions For the insurance contracts of which future insurance benefits are not affected by investment yields of the corresponding investment portfolios, the discount rate assumption is based on the "Yield curve of reserve computation benchmark for insurance contracts”, published on the “China Bond” website with consideration of liquidity spreads, taxation and other relevant factors. The assumed discount rates with risk margin for the past two years are as follows: (continued) (i) INSURANCE CONTRACTS (continued) 6,309 6,063 13,540 5,943 Land use rights RMB million December 2013 December 2014 RMB million As at 31 As at 31 For the year ended 31 December 2014 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 Company 14 OTHER ASSETS (continued) 13 182 6,183 Due from related parties 625 655 11,906 17,969 Total Current Non-current Total 2,780 3,240 China Life Insurance Company Limited Annual Report 2014 Others Fund subscription and redemption fees receivable 8,175 2,449 Tax refundable 2,056 2,281 Automated policy loans 3,431 Notes to the Consolidated Financial Statements 19,849 INSURANCE CONTRACTS (continued) (60) (39) - Claims and claim adjustment expenses (Note 12) Short-term insurance contracts (846) (908) Long-term insurance contracts (Note 12) Recoverable from reinsurers 1,494,497 1,603,446 6,896 7,230 4,655 7,316 1,482,946 (65) 1,588,900 (121) (1,012) 1,602,434 For the year ended 31 December 2014 Total, net 6,775 7,165 - Unearned premiums 4,595 7,277 - Claims and claim adjustment expenses Short-term insurance contracts 1,482,100 1,587,992 Long-term insurance contracts Net (1,027) Total, ceded As at 31 December 2013 RMB million - Unearned premiums (Note 12) As at 31 (iv) The lapse rates and other assumptions are affected by certain factors, such as future macro-economy, availability of financial substitutions, and market competition, which brings uncertainty to these assumptions. The lapse rates and other assumptions are determined with reference to creditable past experience, current conditions, future expectations and other information. 0.90% 0.90% 14.00 14.00 0.85%-0.90% 0.85%-0.90% As at 31 December 2014 As at 31 December 2013 (A) RMB Per Policy RMB Per Policy % of Premium Group Life Individual Life December 2014 RMB million (iii) Expense assumptions are based on expected unit costs with the consideration of previous expense studies and future trends. Expense assumptions are affected by certain factors such as future inflation and market competition which bring uncertainty to these assumptions. The Group considers risk margin for expense assumptions based on information obtained at the end of each reporting period. Components of expense assumptions include cost per policy and percentage of premium as follows: (a) Process used to decide on assumptions (continued) % of Premium The Group applied consistent method to determine risk margin. The Group considers risk margin for discount rate, mortality and morbidity and expense assumptions to compensate for the uncertain amount and timing of future cash flow. When determining risk margin, the Group considers historical experience, future expectations and other factors. The Group determines risk margin level by itself as the regulations have not imposed any specific requirement on it. 37.00-45.00 37.00-45.00 The Group adopted a consistent process to decide on assumptions for the insurance contracts disclosed in this note. On each reporting date, the Group reviews the assumptions for reasonable estimates of liability and risk margin, with consideration of all available information, and taking into account the Group's historical experience and expectation of future events. gross - Unearned premiums - Claims and claim adjustment expenses Short-term insurance contracts Long-term insurance contracts Gross Group and Company Total, INSURANCE CONTRACTS (continued) 14 For the year ended 31 December 2014 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 (b) Net liabilities of insurance contracts 181 Insurance benefits and claims expenses 2013 2014 RMB million For the year ended 31 December (2) Benefits, Claims and Expenses During the Reporting Period, other income decreased by 3.2% from 2013, remaining stable. Other Income Net Realised Gains and Impairment on Financial Assets Net Fair Value Gains/(Losses) through Profit or Loss During the Reporting Period, net realised gains and impairment on financial assets increased by 22.9% from 2013. This was primarily due to a decrease in impairment losses of available-for-sale stocks and an increase in spread income from trading funds. During the Reporting Period, investment income from bank deposits increased by 6.9% from 2013. This was primarily due to a slight increase in the allocation volume of ordinary term deposits. Management Discussion and Analysis China Life Insurance Company Limited Annual Report 2014 Investment Income from Loans 16 During the Reporting Period, investment income from loans increased by 41.0% from 2013. This was primarily due to an increase in the volume of policy loans and the Company's increased allocation in diversified investments such as the debt investment plans and trust schemes. During the Reporting Period, net fair value gains/(losses) through profit or loss increased by 4,139.4% from 2013. This was primarily due to a significant increase in the allocation of securities at fair value through profit or loss and an increase in the market value of these securities. Life insurance business 18,423 315,294 27,147 Investment Income from Bank Deposits 25,690 Underwriting and policy acquisition costs 24,866 Policyholder dividends resulting from participation in profits 1,818 1,958 Investment contract benefits 3,301 3,992 Accident insurance business 15,055 22,434 293,932 288,868 312,288 Health insurance business During the Reporting Period, investment income from held-to-maturity securities increased by 12.3% from 2013. This was primarily due to an increase in interest income resulting from the Company's increased allocation in high-grade credit bonds and financial bonds in light of market conditions. Management Discussion and Analysis During the Reporting Period, investment income from available-for-sale securities increased by 17.5% from 2013. This was primarily due to an increase in dividend income from available-for-sale funds and interest income from available-for-sale debt securities. Investment income from held-to-maturity securities 19,596 23,029 Investment income from available-for-sale securities 1,542 1,677 Investment income from securities at fair value through profit or loss 2013 25,357 2014 For the year ended 31 December Investment Income China Life Insurance Company Limited Annual Report 2014 15 The Company's channel premium breakdown was presented based on the separate groups of sales personnels including exclusive individual agent team, direct sales representatives, bancassurance sales team, and other distribution channels. Other channels mainly include supplementary major medical insurance business, telephone sales, etc. Finance costs 326,290 RMB million Investment Income from Held-to-Maturity Securities 22,588 Investment income from loans Investment Income from Available-for-Sale Securities 5 4 3 2 During the Reporting Period, investment income from securities at fair value through profit or loss increased by 8.8% from 2013. This was primarily due to an increase in interest income from debt securities at fair value through profit or loss. Investment Income from Securities at Fair Value through Profit or Loss 1 Investment income from bank deposits 82,816 Total 650 413 5,773 8,138 32,667 34,934 Other investment income 93,548 4,726 The Persistency Rate for long-term individual policy is an important operating performance indicator for life insurance companies. It measures the ratio of in-force policies in a pool of policies after a certain period of time. It refers to the proportion of policies that are still effective during the designated month in the pool of policies whose issue date was 14 or 26 months ago. Surrender Rate = Surrender payment/(Liability of long-term insurance contracts at the beginning of the period + Premium of long-term insurance contracts) Administrative expenses 5 6 7 8 Including debt investment plans, trust schemes, project asset-backed plans, asset-backed securities and specialized asset management plans. Net investment yield = (Investment income + Net income from investment properties - Business tax and extra charges for investment) ((Investment assets at the beginning of the period + Investment assets at the end of the period) / 2) Gross investment yield including share of profit of associates and joint ventures = (Investment income + Net realised gains/ (losses) and impairment on financial assets + Net fair value gains/(losses) through profit or loss + Total income from investment properties Business tax and extra charges for investment + Share of profit of associates and joint ventures) / ((Investment assets at the beginning of the period + Investments in associates and joint ventures at the beginning of the period + Investment assets at the end of the period + Investments in associates and joint ventures at the end of the period) / 2) Comprehensive investment yield - = (Investment income + Net realised gains/(losses) and impairment on financial assets + Net fair value gains/(losses) through profit or loss + Current net fair value changes of available-for-sale securities recognized in other comprehensive income + Total income from investment properties - Business tax and extra charges for investment) / ((Investment assets at the beginning of the period + Investment assets at the end of the period) / 2) 12 II China Life Insurance Company Limited Annual Report 2014 Management Discussion and Analysis accelerating the mechanism innovation in investment management, the Company made breakthroughs in market- oriented entrusted investment management for Chinese domestic and overseas market. 15 domestic and 8 overseas professional investment management institutions, which were selected in the first round by the Company to manage different types of investment portfolios, generated periodical results. In 2014, the Company thoroughly implemented the “innovation-driven development strategy”. The Company stepped up the efforts in developing innovative products, and launched 41 new products, including a cancer insurance product. The Company received industrial awards for 6 of these 41 new products. The Company innovated the sales modes with the strategy of innovating product portfolios and effectively promoted the sales of its major products. The Company achieved quick development and value enhancement of regular premiums of long-term insurance business by innovating sales methods and reinforcing customer relation management through various customer value-added activities. The Company made great efforts in channel innovation and carried out pilot program of direct sales over the counter, which generated over RMB3 billion of premiums from the sale of new policies over the counters in all branches of the Company. With the smooth implementation of innovation in services and technology, the internet technology has been increasingly applied in the Company's businesses. For example, the E-customer Service with on-line services and the mobile phone app services as its core was launched, and the electronic policies for the short-term insurance business were adopted; the number of E-China Life users reached 710,000 and the number of registered users of Cloud Assistant reached 470,000. With the launch of a smart claim settlement platform, the average claim settlement efficiency was increased by 8.9%. The Company further improved its service by pushing forward the pilot program of “95519” call center consolidation and optimized its operation management model by carrying out the centralized pilot programs in “two-core” regions, improved customer experience by organizing service experience activities and optimizing 58 service processes. By diversification of investment styles and strategies; in terms of investment territories, the Company explored various ways of overseas investment, prudently pushed forward overseas commercial real estate project investment, and the pilot program of open market strategies. As at the end of the Reporting Period, the Company's investment assets reached RMB2,100,870 million, an increase of 13.6% from the end of 2013. Among the major types of investments, the percentage of bonds decreased to 44.77% from 47.25% as at the end of 2013, the percentage of term deposits decreased to 32.85% from 35.93% as at the end of 2013, the percentage of equity investment allocation increased to 11.23% from 8.39% as at the end of 2013, and the financial assets allocation such as the debt investment plans and trust schemes increased to 4.32% from 3.14% as at the end of 2013. During the Reporting Period, interest income increased steadily, and net investment yield was 4.71%. Spread income and fair value gains and losses increased significantly and the impairment losses of assets decreased noticeably, as a result of which the gross investment yield was 5.36% and gross investment yield including share of profit of associates and joint ventures' was 5.45%. The comprehensive investment yield taking into account the current net fair value changes of available-for-sale financial assets recognized in other comprehensive income³ was 8.56%. China Life Insurance Company Limited Annual Report 2014 Management Discussion and Analysis 11 By Order of the Board Yang Mingsheng Chairman Beijing, China 24 March 2015 China Life Insurance Company Limited Annual Report 2014 Management Discussion and Analysis From left to right: Ms. Huang Xiumei, Mr. Li Mingguang, Mr. Xu Hengping, Mr. Miao Ping, Mr. Lin Dairen, Mr. Su Hengxuan, Mr. Liu Anlin, Mr. Xu Haifeng, Mr. Yang Zheng I 3 The Company continuously complied with Section 404 of the U.S. Sarbanes-Oxley Act. Meanwhile, it implemented procedures for the compliance with standard systems of corporate internal control by following the "Standard Regulations on Corporate Internal Control" and the “Implementation Guidelines for Corporate Internal Control" jointly issued by five PRC ministries including the Ministry of Finance and the “Basic Standards of Internal Control for Insurance Companies” issued by the CIRC. In addition, the Company benchmarked its internal control system to the “Internal Control-Integrated Framework (2013)" issued by the U.S. Committee of Sponsoring Organizations (COSO) in order to adapt to new framework requirements. The Company continuously complied with the “Guidelines for the Implementation of Comprehensive Risk Management of Personal Insurance Companies" issued by the CIRC, improved the comprehensive risk management framework, reinforced the mechanism of "top-down” transmission for its risk preference system, implemented the work in relation to risk monitoring and risk early-warning classification management, conducted quantitative analysis of operating risk management, and improved its precaution capability in key risk areas. OVERVIEW OF OPERATIONS IN 2014 331,010 10 China Life Insurance Company Limited Annual Report 2014 Management Discussion and Analysis With respect to the exclusive individual agent channel, its business scale increased steadily and the business structure was optimized evidently. During the Reporting Period, gross written premiums from the exclusive individual agent channel increased by 3.9% year-on-year; first-year premiums for policies with insurance duration of more than one year increased by 8.3% year-on-year; first-year regular premiums increased by 8.7% year-on- year; first-year regular premiums with 10 years or longer payment duration increased by 17.0% year-on-year; the percentages of first-year regular premiums with 5 years or longer payment duration and first-year regular premiums with 10 years or longer payment duration in gross first-year regular premiums were 96.03% and 68.36% respectively, increased by 10.23 and 4.89 percentage points year-on-year; and renewal premiums increased by 3.0% year-on-year. The Company achieved fruitful results in its persistent implementation of the "effective expansion" strategy for team building. As at the end of the Reporting Period, the Company had a total of 743,000 exclusive individual agents which increased by 13.8% from 2013. The Company continued to promote the professional development for the exclusive individual agent channel, and achieved great results in both product strategy and sales planning. With respect to the group insurance channel, businesses with higher profit margin maintained a relatively fast growth, and the overall premiums volume remained stable. During the Reporting Period, gross written premiums of the group insurance channel remained stable; short-term insurance premiums increased by 12.7% year-on- year and short-term accident insurance premiums increased by 14.5% year-on-year. The group insurance channel actively provided services for economic and social development, participated in the building of the social security system, broadened the service areas by actively developing the medical insurance business in the high-end market, and effectively improved the development of insurance for college-graduate village officials, planned birth insurance and accident insurance for senior citizens. The Company also actively operated the multinational co- insurance business and the international insurance business such as the travel insurance for Sino-Russian tourism. As at the end of the Reporting Period, the Company had a total of 19,000 group insurance sales representatives in the group insurance channel. With respect to the bancassurance channel, the Company actively responded to new changes in regulatory policies and new challenges from market competition by strengthening product innovation, deepening channel cooperation and enhancing the construction of sales team. While maintaining the business to a certain scale, the Company actively adjusted its business structure, made great efforts in developing businesses with regular premiums and achieved preliminary results in its transformation. During the Reporting Period, gross written premiums from the bancassurance channel decreased by 7.3% year-on-year, first-year premiums of policies with insurance duration of more than one year decreased by 0.4% year-on-year, first-year regular premiums increased by 41.0% year-on- year, and first-year regular premiums with 5 years or longer payment duration increased by 98.5% year-on-year. As at the end of the Reporting Period, the number of intermediary bancassurance outlets was 61,000, with a total of 71,000 sales representatives. In 2014, China's equity market and bond market were both bullish with yields of bonds continued their downside trend, and valuations of blue chip shares increased significantly. The Company actively responded to the capital market by continuously diversifying investment products and channels and optimizing asset allocation structure. In terms of investment portfolios, the Company increased its allocation in equity, other financial products and high-grade credit bonds; in terms of investment management, the Company substantially pushed forward the market-oriented entrusted investment management for both domestic and international market, and promoted In 2014, the Company achieved a steady growth of its business and maintained its leading position in the market, with its business structure significantly optimized and the operating results noticeably improved. During the Reporting Period, net profit attributable to equity holders of the Company was RMB32,211 million, an increase of 30.1% from 2013; and one-year new business value was RMB23,253 million, an increase of 9.2% from 2013. As at the end of the Reporting Period, the Company's embedded value was RMB454,906 million, an increase of 32.9% from 2013. During the Reporting Period, the Company's net premiums earned was RMB330,105 million, an increase of 1.6% from 2013 with RMB285,574 million from life insurance business, decreased by 1.8% from 2013, RMB32,624 million from health insurance business, increased by 34.9% from 2013, RMB11,907 million from accident insurance business, increased by 20.3% from 2013; first-year premiums for policies with insurance duration of more than one year increased by 1.4% from 2013, first-year regular premiums increased by 15.5% from 2013, and the percentage of first-year regular premiums in first-year premiums for policies with insurance duration of more than one year increased to 39.94% in 2014 from 35.05% in 2013; first-year regular premiums with 10 years or longer payment duration increased by 22.0% from 2013, and the percentage of first-year regular premiums with 10 years or longer payment duration in first-year regular premiums increased to 55.33% in 2014 from 52.40% in 2013; renewal premiums decreased by 1.4% from 2013, and the percentage of renewal premiums in gross written premiums decreased to 56.82% in 2014 from 58.45% in 2013. As at 31 December 2014, the number of in-force policies increased by 11.3% from the end of 2013; the Policy Persistency Rate (14 months and 26 months)³ reached 89.00% and 86.00%, respectively; and the Surrender Rate* was 5.46%, a 1.60 percentage point increase from 2013. ANALYSIS OF MAJOR ITEMS OF CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (1) Total Revenues For the year ended 31 December 3 2 Life Insurance Business 1 Insurance Benefits and Claims Expenses China Life Insurance Company Limited Annual Report 2014 Management Discussion and Analysis 391,557 404,275 During the Reporting Period, insurance benefits and claims expenses attributable to life insurance business decreased by 1.7% from 2013. This was primarily due to a decrease in maturities payable of life insurance business. 17 637 701 Statutory insurance fund contribution 3,864 4,151 Other expenses 24,805 25,432 Total 4,032 Health Insurance Business Accident Insurance Business 2014 RMB million 2013 Net premiums earned 18 investment. During the Reporting Period, other expenses increased by 7.4% from 2013. This was primarily due to an increase in business taxes and surcharges expenses resulting from an increase in taxable income from Other Expenses During the Reporting Period, administrative expenses increased by 2.5% from 2013. This was primarily due to an effective curb on administrative expenses growth resulting from the Company's enhanced efforts in cost control. During the Reporting Period, insurance benefits and claims expenses attributable to health insurance business increased by 49.0% from 2013. This was primarily due to an increase in the volume of health insurance business. Administrative Expenses Finance Costs During the Reporting Period, underwriting and policy acquisition costs increased by 5.7% from 2013. This was primarily due to an increase in underwriting costs for first-year regular premium business resulting from an improvement in the Company's business structure. Underwriting and Policy Acquisition Costs During the Reporting Period, policyholder dividends resulting from participation in profits increased by 35.0% from 2013. This was primarily due to an increase in investment yields for the participating products. Policyholder Dividends Resulting from Participation in Profits During the Reporting Period, investment contract benefits increased by 7.7% from 2013. This was primarily due to an increase in the volume of certain investment contracts. Investment Contract Benefits During the Reporting Period, insurance benefits and claims expenses attributable to accident insurance business increased by 20.9% from 2013. This was primarily due to an increase in the volume of accident insurance business. During the Reporting Period, finance costs increased by 17.2% from 2013. This was primarily due to an increase in interest payments for securities sold under agreements to repurchase. 2. Exclusive Individual Agent Channel Notes: First-year business 24,713 33,192 Health Insurance Business 179,832 174,273 Renewal business 36,317 41,340 First-year regular 74,629 70,006 110,946 111,346 290,778 285,619 Single 19,525 13,829 Single 14,459 161 First-year regular 10,633 11,888 Single 10,788 12,049 First-year business First-year business 10,799 Accident Insurance Business 10,884 13,667 Renewal business 3,834 5,066 First-year regular 9,995 12,199 Life Insurance Business 2013 2014 137 5,808 Net fair value gains/(losses) through profit or loss 5,793 7,120 Net realised gains and impairment on financial assets 82,816 93,548 Other income Investment income 11,907 Accident insurance business 24,180 32,624 Health insurance business 290,738 285,574 324,813 9,895 155 4,185 Total RMB million year ended 31 December For the Gross written premiums categorized by business: During the Reporting Period, net premiums earned from accident insurance business increased by 20.3% from 2013. This was primarily due to the Company's enhanced efforts in adjusting business structure, implementing active financial policies, strengthening team building and motivating local branches' initiatives in business expansion. 3. Accident Insurance Business Management Discussion and Analysis China Life Insurance Company Limited Annual Report 2014 4,324 13 Health Insurance Business 2. During the Reporting Period, net premiums earned from life insurance business decreased by 1.8% from 2013. This was primarily due to the Company's proactive control on the single premiums volume and a decrease in the renewal premiums earned. Life Insurance Business 1. Net Premiums Earned 417,883 440,766 During the Reporting Period, net premiums earned from health insurance business increased by 34.9% from 2013. This was primarily due to the Company's enhanced efforts in developing health insurance business. Renewal business 150 11 29,387 21,815 Renewal business 8,483 11,963 First-year regular 69,695 65,918 Short-term insurance business Single 77,881 First-year business of long-term insurance 107,658 99,825 Bancassurance Channel 12,375 13,945 Short-term insurance business 78,178 563 129 Other Channels¹ Total 2,521 6,428 Short-term insurance business 475 638 Renewal business 262 93 373 18 889 Single 280 1,262 First-year business of long-term insurance 3,276 8,328 First-year regular 1. 506 159 Single 31,815 34,455 First-year business of long-term insurance 197,698 205,417 9 2013 335 2014 Management Discussion and Analysis China Life Insurance Company Limited Annual Report 2014 For the year ended 31 December Gross written premiums categorized by channel: 326,290 331,010 14 Total RMB million Renewal business 413 34,120 111 First-year regular 4,561 2,878 Single 4,720 2,989 First-year business of long-term insurance First-year regular 17,658 Group Insurance Channel 5,581 5,831 Short-term insurance business 160,302 165,131 Renewal business 31,402 17,440 In such a new situation with new opportunities and new challenges, all of us in China Life will strengthen our confidence, ride on the momentum, seize every opportunity to boost development, work together to make breakthroughs, continuously push forward corporate transformation and upgrading and improve the Company's capacity for sustainable development and core competences. By consistently following the corporate culture of "Success for you, by you", the Company will aim to provide all customers with higher qualified services and create greater value for all the shareholders, and relentlessly strive to achieve a new success for China Life. Life insurance business counter. Meanwhile, the Company will continue to make strategic investment in the construction of the sales teams, promote the transformation and upgrading of the traditional sales teams, and build up, from a high starting point, a new type of "comprehensive individual agent team” which includes among others, new types of Service & Up-selling teams and new types of insurance planners. While reinforcing and improving its competitive advantages in county-level markets, the Company will take more proactive and effective measures to further accelerate its business development in some key cities. Integration and interaction in resources and channels will be realized for the Company to reduce the barrier among insurance businesses with different promotion channels. The Company will further implement the “innovation-driven development strategy" in putting more efforts in product innovation and establishing an efficient research and development mechanism to satisfy customers' diversified demands for insurance. To realize a higher level of operation management and a better customer experience, the Company will establish the “Rui Operation” mode with multiple service contacts at the front end, combined with shared operations at the provincial level and intelligent operations in the headquarter and construct a comprehensive business processing system. Finally, the Company will operate strictly in compliance with applicable laws and regulations and take strict precautions against key risks to realize a sound and sustainable development. 330,105 The "New Ten Rules” brings another new era for the development of the insurance industry, according to which, the development of the insurance industry has been promoted from the industry's will to the state's will, and the Company will take full advantages of such policy-oriented opportunities and proactively gain the initiatives in the industry's new round of development. The Company will continue to strengthen its cooperation with the government, accelerate the development of policy-oriented businesses including Supplementary Major Medical Insurance for Urban and Township Residents and New Village Cooperative Medical Insurance, and reinforce its leading position in the industry. Furthermore, the Company will actively follow up with the implementation process of individual income tax deferred commercial pension policy and design insurance products accordingly, to seize market opportunities. Meanwhile, the Company will further expand the pension and health insurance product lines, accelerate the development of commercial pension and health business and promote professional management of health insurance, as well as actively explore the interaction between commercial businesses and policy-oriented businesses. China Life Insurance Company Limited Annual Report 2014 Chairman's Statement COFCO Futures 10 Upper Bank Street SLP China Life Real Estate Co., Limited ("CLRE") China Life Insurance (Overseas) Company Limited ("CL Overseas") China Life Investment Holding Company Limited (“CLI”) China Life Ecommerce Company Limited ("CL Ecommerce") China Life Enterprise Annuity Fund (“EAP”) CL AMP Exchange Traded Realtime Fund (ii) CLP&C For the year ended 31 December 2014 CL AMP Zunxiang Bond Fund (ii) CL AMP Money Market Xinjinbao Fund (ii) An associate of the Company An associate of the Company An associate of the Company A joint venture of the Company Under common control of CLIC Under common control of CLIC Under common control of CLIC Under common control of CLIC A pension fund jointly set up by the Company and others CL AMP CSI 300 Index Fund (ii) CL AMP Money Market Fund (ii) CGB An indirect subsidiary of the Company An indirect subsidiary of the Company An indirect subsidiary of the Company An indirect subsidiary of the Company CLIC AMC China Life Pension Company Limited ("Pension Company”) China Life (Suzhou) Pension and Retirement Investment Company Limited (“Suzhou Pension Company”) Golden Phoenix Tree Limited (i) AMC HK CL AMP King Phoenix Tree Limited (i) China Life Wealth Management Co., Limited ("CL Wealth") (i) Sino-Ocean Relationship with the Company Immediate and ultimate holding company A subsidiary of the Company A subsidiary of the Company A subsidiary of the Company A subsidiary of the Company An associate of the Company A consolidated structured entity of the Company A consolidated structured entity of the Company A consolidated structured entity of the Company A consolidated structured entity of the Company An indirect consolidated structured entity of the Company Golden Phoenix Tree Limited, King Phoenix Tree Limited and CL Wealth were incorporated in 2014. 552 (Charged)/credited to net profit (4,683) 992 5,952 (11,627) As at 1 January 2014 (4,683) 992 5,952 (11,627) As at 31 December 2013 (120) (660) (120) (660) Others (1,827) (62) (1,337) (Charged)/credited to other (i) (ii) China Life Insurance Company Limited Annual Report 2014 195 (19,023) 930 (11,637) (8,316) Significant related parties 2,759 (15,762) (15,762) As at 31 December 2014 attributable to participating policyholders available-for-sale securities - Portion of fair value changes on - Available-for-sale securities comprehensive income 2,759 Notes to the Consolidated Financial Statements The table set forth below summarises the names of significant related parties and nature of relationship with the Company as at 31 December 2014: 7,722 (273) Subtotal (25,621) (13,830) Net deferred tax liabilities (19,375) (4,919) Company Deferred tax assets: - deferred tax assets to be recovered after 12 months - deferred tax assets to be recovered within 12 months Subtotal As at 31 December 2014 RMB million As at 31 December 2013 RMB million 4,205 7,085 (1,491) - deferred tax liabilities to be settled within 12 months (13,557) (24,130) 28 TAXATION (continued) (d) The analysis of deferred tax assets and deferred tax liabilities is as follows: Group Deferred tax assets: - deferred tax assets to be recovered after 12 months - deferred tax assets to be recovered within 12 months Subtotal Deferred tax liabilities: 1,929 As at 31 December 2014 RMB million RMB million 4,219 7,084 2,027 1,827 6,246 8,911 - deferred tax liabilities to be settled after 12 months As at 31 December 2013 Related parties 1,727 8,812 EARNINGS PER SHARE There is no difference between basic and diluted earnings per share. The basic and diluted earnings per share for the year ended 31 December 2014 are based on the net profit for the year attributable to equity holders of the Company and the weighted average number of 28,264,705,000 ordinary shares (2013: 28,264,705,000 ordinary shares). STOCK APPRECIATION RIGHTS The Board of Directors of the Company approved, on 5 January 2006, an award of stock appreciation rights of 4.05 million units and on 21 August 2006, another award of stock appreciation rights of 53.22 million units to eligible employees. The exercise prices of the two awards were HKD5.33 and HKD6.83, respectively, the average closing price of shares in the five trading days prior to 1 July 2005 and 1 January 2006, the dates for vesting and exercise price setting purposes of this award. The exercise prices of stock appreciation rights were the average closing price of the shares in the five trading days prior to the date of the award. Upon the exercise of stock appreciation rights, exercising recipients will receive payments in RMB, subject to any withholding tax, equal to the number of stock appreciation rights exercised times the difference between the exercise price and market price of the H shares at the time of exercise. Stock appreciation rights have been awarded in units, with each unit representing the value of one H share. No shares of common stock will be issued under the stock appreciation rights plan. According to the Company's plan, all stock appreciation rights will have an exercise period of five years from the date of award and will not be exercisable before the fourth anniversary of the date of award unless specific market or other conditions have been met. On 26 February 2010, the Board of Directors of the Company extended the exercise period of all stock appreciation rights, which is also subject to government policy. All the stock appreciation rights awarded were fully vested as at 31 December 2014. As at 31 December 2014, there were 55.01 million units outstanding and exercisable (as at 31 December 2013: 55.01 million). As at 31 December 2014, the amount of intrinsic value for the vested stock appreciation rights was RMB1,012 million (as at 31 December 2013: RMB757 million). The fair value of the stock appreciation rights is estimated on the date of valuation at each reporting date using lattice-based option valuation models based on expected volatility from 25% to 45%, an expected dividend yield of no higher than 2% and a risk-free interest rate ranging from 0.1% to 0.2%. The Company recognised a loss of RMB255 million in the net fair value through profit or loss in the consolidated comprehensive income representing the fair value change of the rights during the year ended 31 December 2014 (2013: fair value gain of RMB71 million). RMB1,012 million and RMB13 million were included in salary and staff welfare payable included under other liabilities for the units not exercised and exercised but not paid as at 31 December 2014 (as at 31 December 2013: RMB757 million and RMB13 million), respectively. There was no unrecognised compensation cost for the stock appreciation rights as at 31 December 2014 (as at 31 December 2013: Nil). 197 China Life Insurance Company Limited Annual Report 2014 Notes to the Consolidated Financial Statements For the year ended 31 December 2014 32 DIVIDENDS Pursuant to the shareholders' approval at the Annual General Meeting on 29 May 2014, a final dividend of RMB0.30 per ordinary share totalling RMB8,479 million in respect of the year ended 31 December 2013 was declared and paid in 2014. The dividend has been recorded in the consolidated financial statements for the year ended 31 December 2014. Pursuant to a resolution passed at the meeting of the Board of Directors on 24 March 2015, a final dividend of RMB0.40 per ordinary share totalling approximately RMB11,306 million for the year ended 31 December 2014 was proposed for shareholders' approval at the forthcoming Annual General Meeting. The dividend has not been recorded in the consolidated financial statements for the year ended 31 December 2014. 33 SIGNIFICANT RELATED PARTY TRANSACTIONS Net profit attributable to equity holders of the Company is recognised in the financial statements of the Company to the extent of RMB28,271 million (2013: RMB21,484 million). 31 30 NET PROFIT ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY Deferred tax liabilities: - deferred tax liabilities to be settled after 12 months (23,709) (13,223) - deferred tax liabilities to be settled within 12 months (1,448) (272) Subtotal 6,134 (25,157) Net deferred tax liabilities (19,023) (4,683) 196 China Life Insurance Company Limited Annual Report 2014 Notes to the Consolidated Financial Statements For the year ended 31 December 2014 29 (13,495) (a) 7,722 179 (c) 28 TAXATION (continued) For the year ended 31 December 2014 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 193 Non-taxable income mainly includes interest income from government bonds, and dividend income from applicable equity securities, etc. Expenses not deductible for tax purposes mainly include commission, brokerage, donation and other expenses that do not meet the criteria for deduction according to the relevant tax regulations. 4,443 7,888 1 12 51 19 200 1,190 (3,172) As at 31 December 2014 and 2013, deferred income tax was calculated in full on temporary differences under the liability method using a principal tax rate of 25%. The movements in deferred tax assets and liabilities during the year are as follows: Deferred tax assets/(liabilities) Group As at 1 January 2013 (iii) (ii) (i) RMB million RMB million RMB million RMB million Total (3,434) Others Insurance attributable to participating available-for-sale securities - Portion of fair value changes on - Available-for-sale securities comprehensive income (Charged)/credited to other (Charged)/credited to net profit Investments (11,787) 7,363 29,451 For the year ended 31 December Taxation charges Deferred taxation Current taxation - Enterprise income tax (a) The amount of taxation charged to net profit represents: Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax relates to the same fiscal authority. TAXATION 28 52 55 437 (268) 2,026 2,124 1,932 1,553 These five funds were issued and managed by CL AMP in 2014. 2014 2013 RMB million RMB million 40,402 2013 RMB million 2014 RMB million For the year ended 31 December (i) Income tax at the effective tax rate Others Expenses not deductible for tax purposes (i) Unused tax losses 10,101 Non-taxable income (i) Profit before income tax (b) The reconciliation between the Group's effective tax rate and the statutory tax rate of 25% in the PRC (2013: 25%) is as follows: 4,443 7,888 4,015 1,433 428 6,455 Tax computed at the statutory tax rate 3,061 892 (7,834) Deferred tax assets/(liabilities) (continued) (c) The movements in deferred tax assets and liabilities during the year are as follows (continued): TAXATION (continued) For the year ended 31 December 2014 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 28 194 The deferred tax arising from the other categories is mainly related to the temporary differences of employee salaries and welfare cost payables. The deferred tax arising from the investments category is mainly related to the temporary differences of unrealised gains/(losses), which includes available-for-sale securities, securities at fair value through profit or loss, and others. The deferred tax arising from the insurance category is mainly related to the change of long-term insurance contract liabilities at 31 December 2008 as a result of the first time adoption of IFRSS in 2009 and the temporary differences of short-term insurance contract liabilities and policyholder dividend payables. (iii) (ii) (i) (19,375) 23 2,759 Group (continued) Unrecognised deductible tax losses of the Group amounted to RMB879 million as at 31 December 2014 (as at 31 December 2013: RMB863 million). Unrecognised deductible temporary differences of the Group amounted to RMB166 million as at 31 December 2014 (as at 31 December 2013: RMB124 million). Company As at 1 January 2013 (4,702) 820 (7,922) 813 3,052 (11,787) Total RMB million RMB million (15,805) Others Insurance RMB million attributable to participating policyholders available-for-sale securities - Portion of fair value changes on - Available-for-sale securities comprehensive income (Charged)/credited to other (Charged)/credited to net profit Investments RMB million 1,036 (12,095) (8,316) 1,081 5,627 (11,627) As at 31 December 2013 (120) (120) (21) (21) (4,919) Others (660) (660) 7,731 7,731 (4,015) 189 (5,024) 820 - Others (3,703) As at 1 January 2014 5,627 23 2,759 (15,805) As at 31 December 2014 - Others attributable to participating policyholders available-for-sale securities - Portion of fair value changes on (11,627) - Available-for-sale securities (Charged)/credited to other (1,433) (45) (1,940) 552 (Charged)/credited to net profit (4,919) 1,081 comprehensive income policyholders 198 For the NET FAIR VALUE GAINS/(LOSSES) THROUGH PROFIT OR LOSS 23 During the year ended 31 December 2014, the Group recognised impairment charge of RMB146 million (2013: RMB142 million) of available-for-sale funds, RMB1,003 million (2013: RMB3,517 million) of available-for- sale common stocks, and no impairment charge (2013: RMB144 million) of other available-for-sale securities, for which the Group determined that objective evidence of impairment existed. Net realised gains and impairment on financial assets are from available-for-sale securities. 5,793 7,120 year ended 31 December 2014 2013 RMB million RMB million 5,408 (3,803) (1,149) 9,211 8,127 385 142 6,978 385 Debt securities 2,272 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 137 5,808 191 Total Equity securities (1,186) 71 (255) Stock appreciation rights 305 4,977 (239) Financial liabilities at fair value through profit or loss 142 Total Subtotal 94 114 556 299 5,773 8,138 93,548 32,667 579 106 3,408 4,458 963 1,571 34,934 82,816 For the year ended 31 December 2014, included in investment income was interest income of RMB88,984 million (2013: RMB78,829 million). All interest income was accrued using the effective interest method. The investment income from listed debt and equity securities for the year ended 31 December 2014 was RMB6,449 million (2013: RMB6,395 million). The investment income from unlisted debt and equity securities for the year ended 31 December 2014 was RMB43,614 million (2013: RMB37,331 million). Net realised gains Impairment Equity securities Subtotal Reversal of impairment Net realised gains Debt securities 2013 RMB million year ended 31 December 2014 RMB million For the NET REALISED GAINS AND IMPAIRMENT ON FINANCIAL ASSETS 22 For the year ended 31 December 2014 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 190 For the year ended 31 December 2014 16,188 24 INSURANCE BENEFITS AND CLAIMS EXPENSES RMB million 3,433 RMB million RMB million ended 31 December 2013 year 2014 For the 3,423 192 Interest expenses for securities sold under agreements to repurchase Interest expenses for interest-bearing loans and borrowings Interest expenses for bonds payable FINANCE COSTS 26 Benefits of investment contracts are mainly the interest credited to investment contracts. INVESTMENT CONTRACT BENEFITS Total 312,288 1,234 59 For the Auditors' remuneration Exchange loss/(gain) Depreciation and amortisation Contribution to the defined contribution pension plan Housing benefits 609 Employee salaries and welfare cost 27 PROFIT BEFORE INCOME TAX For the year ended 31 December 2014 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 4,032 4,726 Profit before income tax is stated after charging the following: (301) 312,589 Total 105,945 Increase in insurance contract liabilities 16,752 (102) 16,854 Accident and health claims and claim adjustment expenses (62) 192,659 192,863 Life insurance death and other benefits For the year ended 31 December 2014 RMB million Net Ceded RMB million (204) 105,883 Total 315,662 107,354 (88) 107,442 Increase in insurance contract liabilities 11,263 (129) 11,392 Accident and health claims and claim adjustment expenses 193,671 (84) 193,755 Life insurance death and other benefits For the year ended 31 December 2013 315,294 (368) 25 18,571 Gross 25,357 717 682 ended 31 December 2013 RMB million RMB million 377 11,564 740 761 1,708 783 770 1,025 787 1,039 4,216 20,062 4,014 5,008 4,341 4,006 RMB million RMB million 3,221 December 2013 As at 31 December 2014 18,233 20,062 18,233 20,062 18,233 As at 31 1,044 1,630 1,919 Salary and welfare payable Interest payable to policyholders Commission and brokerage payable Interest payable of subordinated debts Stock appreciation rights (Note 31) Payable to constructors Company Total Non-current Current Total Agent deposits Others Agent deposits Interest payable to policyholders Commission and brokerage payable Interest payable of subordinated debts Stock appreciation rights (Note 31) Payable to constructors Salary and welfare payable Group 19 OTHER LIABILITIES 22,588 Tax payable Tax payable Others Total 4,014 5,008 4,792 4,589 RMB million RMB million As at 31 December 2013 As at 31 December 2014 189 For the year ended 31 December 2014 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 Total Non-current Current 1,919 1,630 10,789 1,039 STATUTORY INSURANCE FUND As required by the CIRC Order [2008] No. 2, “Measures for Administration of Statutory Insurance Funď”, all insurance companies have to pay the statutory insurance fund contribution to the CIRC from 1 January 2009. The Group is subject to the statutory insurance fund contribution, (i) at 0.15% and 0.05% of premiums and accumulated policyholder deposits from life policies with guaranteed benefits and life policies without guaranteed benefits, respectively; (ii) at 0.8% and 0.15% of premiums from short-term health policies and long-term health policies, respectively; (iii) at 0.8% of premiums from accident insurance contracts, at 0.08% and 0.05% of accumulated policyholder deposits from accident investment contracts with guaranteed benefits and without guaranteed benefits, respectively. When the accumulated statutory insurance fund contributions reach 1% of total assets, no additional contribution to the statutory insurance fund is required. 21 INVESTMENT INCOME Debt securities -held-to-maturity securities year 2014 - available-for-sale securities 20 - at fair value through profit or loss - available-for-sale securities – at fair value through profit or loss Bank deposits Loans Securities purchased under agreements to resell Others Total For the year ended 31 December 2014 2013 RMB million RMB million 1,044 For the year ended 31 December 2014 Equity securities Notes to the Consolidated Financial Statements 778 770 1,025 682 693 361 4,197 3,148 19,431 761 17,690 19,431 17,690 19,431 17,690 China Life Insurance Company Limited Annual Report 2014 1,705 directly 100.00% I 200 indirectly China Life Insurance Company Limited Annual Report 2014 Notes to the Consolidated Financial Statements For the year ended 31 December 2014 33 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) (e) Transactions with significant related parties The following table summarises significant transactions carried out by the Group with its significant related parties: Transactions with CLIC and its subsidiaries Notes For the year : ended 31 December 2014 2013 RMB million RMB million King Phoenix Tree Limited Golden Phoenix Tree Limited RMB200 indirectly HKD30 50.00% HKD30 50.00% indirectly indirectly Suzhou Pension Company RMB300 100.00% RMB300 100.00% 100.00% directly CL AMP RMB500 85.03% RMB500 85.03% indirectly indirectly CL Wealth RMB200 Policy management fee received from CLIC 100.00% directly (i)(vii) Payment of dividends from the Company to CLIC 1,022 18 53 50 10 11 (ii.c) 2,800 (viii) Claim and other payments received from CLP&C Payment of insurance premium to CLP&C fee received from CLP&C Capital contribution to CLP&C Asset management 28 30 (ii.b) Asset management fee received from CL Overseas 80 AMC HK 24 987 Agency fee received from CLP&C 1,013 Asset management fee received from CLIC (ii.a) 128 133 Investment in the Group's consolidated fund products from CLIC 718 91 Distribution of profits from AMC to CLIC 5,797 2,705 Payment of rental, project fee and others expenses to CLRE 28 41 Rental and a service fee received from CLP&C 16 4 (iii) Payment of an agency fee to CLP&C 852 (iii)(vii) and indirectly CL AMP directly As at 31 December 2013 RMB million Increase RMB million Decrease RMB million As at 31 December 2014 RMB million CLIC 4,600 AMC 3,000 2,500 35 Suzhou Pension Company 300 588 CL Wealth 200 4,600 4,000 2,500 300 Name of related party 588 year Refer to Note 38 for the basic and related information of subsidiaries. China Life Insurance Company Limited Annual Report 2014 Notes to the Consolidated Financial Statements For the year ended 31 December 2014 33 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) (b) Related parties with control relationship Information of the parent company is as follows: Name CLIC Location of registration Principal business Beijing, Insurance services including receipt China of premiums and payment of benefits in respect of the in-force life, health, accident and other types of personal insurance business, and the reinsurance business; holding or investing in domestic and overseas insurance companies or other financial insurance institutions; fund management business permitted by national laws and regulations or approved by the State Council of the People's Republic of China; and other businesses approved by insurance regulatory agencies. Relationship with the company Nature of ownership Legal representative Immediate and ultimate holding State-owned Yang Mingsheng company (c) Registered capital of related parties with control relationship and changes during the and indirectly 200 On 31 December 2014, the CIRC approved Pension Company's application to change its registered capital. After the capital contribution by the Company and other shareholder, Pension Company's paid-in capital increased from RMB2,500 million to RMB3,400 million. As at 31 December 2014, since the business registration modification procedure for Pension Company was still in progress, the registered capital remained RMB2,500 million. The Company contributed capital of RMB441 million for the capital injection. The capital injection led to a decrease in the total percentage of the Group's holding in Pension Company from 92.20% to 74.27%, an increase of non- controlling interests of RMB692 million, and other reserves of RMB666 million in the Group's consolidated financial statements. As at 31 December 2013 Percentage of holding Increase million Decrease million Amount million As at 31 December 2014 Percentage of holding AMC RMB1,680 60.00% RMB1,680 60.00% directly directly Pension Company RMB2,305 92.20% RMB441 RMB2,746 74.27% directly Amount million (i) Subsidiaries RMB19,324 199 China Life Insurance Company Limited Annual Report 2014 Notes to the Consolidated Financial Statements For the year ended 31 December 2014 33 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) (c) Registered capital of related parties with control relationship and changes during the year (continued) (ii) AMC HK and Golden Phoenix Tree Limited were registered in Hong Kong, and King Phoenix Tree Limited was registered in the Jersey Island, so the legal definition of registered capital is not applicable for them. (d) Percentages of holding of related parties with control relationship and changes during the year Shareholder Amount million As at 31 December 2013 Percentage of holding Increase million Decrease million Amount million As at 31 December 2014 Percentage of holding CLIC RMB19,324 68.37% 68.37% 27 Notes to the Consolidated Financial Statements 81 Including: Domestic listed Owned by other equity holders Owned by CLIC (i) As at 31 December 2014, the Company's share capital was as follows: 34 SHARE CAPITAL (continued) For the year ended 31 December 2014 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 207 28,265 28,264,705,000 28,265 28,264,705,000 RMB Million As at 31 December 2013 No. of shares RMB million As at 31 December 2014 No. of shares Overseas listed (ii) Registered, authorised, issued and fully paid Ordinary shares of RMB1 each Total All shares owned by CLIC are domestic listed shares. Group 35 RESERVES Overseas listed shares are traded on the Stock Exchange of Hong Kong and the New York Stock Exchange. 28,265 28,264,705,000 7,441 7,441,175,000 1,500 1,500,000,000 8,941 8,941,175,000 19,324 19,323,530,000 RMB million No. of shares As at 31 December 2014 (ii) (i) 34 SHARE CAPITAL As at and during the year ended 31 December 2014, most of bank deposits of the Group were with state- owned banks; the issuers of corporate bonds and subordinated bonds held by the Group were mainly state- owned enterprises. For the year ended 31 December 2014, a large portion of its group insurance business of the Group were with state-owned enterprises; the majority of bancassurance commission charges were paid to state-owned banks and postal office; and almost all of the reinsurance agreements of the Group were entered into with a state-owned reinsurance company. Under IAS 24 Related Party Disclosures ("IAS 24”), business transactions between state-owned enterprises controlled by the PRC government are within the scope of related party transactions. CLIC, the ultimate holding company of the Group, is a state-owned enterprise. The Group's key business is insurance and investment related and therefore the business transactions with other state-owned enterprises are primarily related to insurance and investment activities. The related party transactions with other state-owned enterprises were conducted in the ordinary course of business. Due to the complex ownership structure, the PRC government may hold indirect interests in many companies. Some of these interests may, in themselves or when combined with other indirect interests, be controlling interests which may not be known to the Group. Nevertheless, the Group believes that the following captures the material related parties and has applied IAS 24 exemption and disclosed only qualitative information. (1) $ེ॰༤ | ཝཱསྐྱེཊྛཙྪཱ 'པྤཱ ཝཙིའབ (3) (73) (3) (5) (225) 46 48 266 260 (1) 284 296 15,051 16,287 2 (49) 16 76 14 (32) (h) Transactions with state-owned enterprises The total compensation package for the Company's key management for the year ended 31 December 2014 has not yet been finalised in accordance with regulations of the relevant PRC authorities. The final compensation will be disclosed in a separate announcement when determined. The compensation of 2013 has been approved by the relevant authorities. The total compensation of 2013 was RMB26 million, including a deferred payment I about RMB5 million. 26 13 RMB million RMB million 2013 ended 31 December Share of other Unrealised comprehensive year 2014 Salaries and other benefits Key management compensation (g) 33 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) For the year ended 31 December 2014 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 1 For the gains/ (losses) from income of investees Other comprehensive income for the year 97,029 (3) 18,545 19,157 21,641 (327) (15,835) (9) 53,860 As at 1 January 2014 97,029 (3) 18,545 19,157 (327) 21,641 (15,835) 39,089 143 39,232 Appropriation to reserves བ། 145,919 (3) 208 21,747 21,627 (184) 24,801 23,254 (9) 817 As at 31 December 2014 826 826 Capital paid in 8,832 3,202 2,470 3,160 53,860 12 53,860 6,082 operations reserve foreign General reserve fund fund reserve the equity method for-sale securities reserves Other Share premium translating Statutory Discretionary under available- Exchange differences on Total RMB million RMB million RMB million RMB million RMB million RMB million RMB million RMB million RMB million (a) (b) 2,505 1,107 2,470 Appropriation to reserves (21,562) (353) (21,209) Other comprehensive income for the year As at 31 December 2013 (3) 112,509 18,050 19,171 26 5,374 (9) 53,860 As at 1 January 2013 (c) 16,040 (6) 114 15 year For the Transactions between Pension Company and the Company Distribution of profits from AMC Payment of an asset management fee to AMC Transactions between AMC and the Company Contribution to EAP Transactions between EAP and the Group (e) 33 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) Transactions with significant related parties (continued) For the year ended 31 December 2014 1,000 China Life Insurance Company Limited Annual Report 2014 201 30 34 25 ended 31 December Notes 2014 2013 sales of annuity funds Agency fee received from Pension Company for entrusted 17 17 23 22 441 Rental received from Pension Company 25 Capital contribution to Pension Company 137 846 886 (ii.e)(vii) 262 286 RMB million RMB million 121 (vi) Interest payment of subordinated debts received from Sino-Ocean Project management fee paid to Sino-Ocean 131 Investment in Group's consolidated fund products from CL Ecommerce Property leasing income received from CLI 8 89 (ii.d) Payment of an asset management fee to CLI 78 79 (viii) Payment to CLI for purchase of fixed assets 6 14 Asset management fee received from CLI 87 86 (iv) Property leasing expenses charged by CLI Transactions between CGB and the Group 29 24 478 Cash dividend from Sino-Ocean (Note 8) 81 268 Scrip dividend from Sino-Ocean (Note 8) 2,387 2 9 6 198 86 683 838 Capital contribution to Sino-Ocean Transactions between Sino-Ocean and the Group Claim payment to CGB Premiums received from CGB Commission expenses charged by CGB Interest on deposits received from CGB (v) Investment in the Group's consolidated fund products from CLRE 12 Marketing fee income for promotion of annuity business from Pension Company Amount due from CLIC The resulting balance due from and to significant related parties of the Group The following table summarises the balances due from and to significant related parties. The balances are non-interest bearing, unsecured and have no fixed repayment dates except for the deposits with CGB and the subordinated debts issued by Sino-Ocean. (f) 33 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) Amounts due from/to significant related parties For the year ended 31 December 2014 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 205 (viii) The transaction constitutes a one-off connected transaction which is subject to reporting and announcement requirements but is exempt from independent shareholders' approval requirements under Chapter 14A of the Listing Rules. The Company has complied with the disclosure requirements in accordance with Chapter 14A of the Listing Rules. (vii) These transactions constitute continuing connected transactions which are subject to reporting and announcement requirements but are exempt from independent shareholders' approval requirements under Chapter 14A of the Listing Rules. The Company has complied with the disclosure requirements in accordance with Chapter 14A of the Listing Rules. On 27 November 2014, the Company and Pension Company renewed the agency agreement for the distribution and customer service of enterprise annuity funds, pension management business and occupation annuity. The agreement was effective for one year starting from 28 November 2014, and was subject to an automatic one-year renewal if no objections were raised by both parties upon expiry. In the renewed agreement, the charge clause for the entrusting service of enterprise annuity fund management, which is the core business of Pension Company, was consistent with that in the prior year. The calculation base, method and charge rate for the agency fee of occupation annuity refer to enterprise annuity funds. The charge rate for the agency fee of group pension plan is in line with that of the investment management fee of enterprise annuity funds. The agency fee of personal pension plan is 30% of daily management fee of personal pension plan annually. (vi) In December 2011, the Company and Pension Company signed an agency agreement for the distribution and customer service of enterprise annuity funds and pension management business, effective till 28 December 2012. The agreement was subject to an automatic one-year renewal if no objections were raised by either party upon expiry. In accordance with the agreement, Pension Company entrusted the Company to act as an agent to distribute enterprise annuity fund and pension management business, and to provide related customer services. The commissions for the entrusting service of enterprise annuity fund management, which is the core business of Pension Company, are calculated at 30% to 50% of the annual entrusting management fee revenues, depending on the duration of the agreement. The commissions for account management service are calculated at 60% of the first year's account management fee and were only charge for the first year, regardless of the duration of the agreement. The commissions for investment management service, in accordance with the duration of the agreement, are calculated at 60% to 3% of the annual investment management fee (excluding risk reserves for investment), and decreased annually. The agreement was automatically renewed for another year from 29 December 2012. On 20 November 2013, the Company and Pension Company renewed the agreement, effective for a year starting from 28 November 2013. Notes (continued): Transactions with significant related parties (continued) (e) 33 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) Amount due to CLIC Amount due from CL Overseas Amount due from CLP&C Amount due to CLP&C (1) 549 541 As at 31 December 2013 RMB million As at 31 December 2014 RMB million 206 Amount due to AMC HK Amount due to AMC For the year ended 31 December 2014 Amount due to Pension Company The resulting balance due from and to subsidiaries of the Company Subordinated debts of Sino-Ocean Amount due to CGB Amount due from CGB Amount deposited with CGB Amount due from CLRE Amount due to CLI Amount due from CLI Amount due from Pension Company 11 Notes to the Consolidated Financial Statements 204 (e) Transactions with significant related parties (continued) 33 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) For the year ended 31 December 2014 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 202 (ii.a) On 29 December 2011, CLIC signed a renewable asset management agreement with AMC, entrusting AMC to manage and make investments of its insurance funds. The agreement is effective from 1 January 2012 to 31 December 2014, whereby CLIC paid AMC a basic service fee at the rate of 0.05% per annum for the management of insurance funds. The service fee was calculated and payable on a monthly basis, by multiplying the average net asset value of the assets under management (after deducting the funds obtained and interests accrued for from repurchase transactions) at the beginning and the end of any given month by the rate of 0.05%, divided by 12. At the end of each year, CLIC assessed the investment performance of the assets managed by AMC, compared actual results against benchmark returns and made adjustment to the basic service fee. On 15 December 2011, the Company and CLIC signed a confirmation letter to renew a renewable insurance agency agreement for three years, effective from 1 January 2012 to 31 December 2014, whereby the Company was engaged to provide various policy administration services to CLIC in relation to the non-transferred policies. The Company, as a service provider, does not acquire any rights or assume any obligations as an insurer of the non-transferrable policies. In consideration of the services provided under the agreement, CLIC paid the Company a policy management fee based on the estimated cost of providing the services, plus a margin. The policy management fee was payable semi-annually, and is equal to the sum of (1) the number of non-transferred policies in force as at the last day of the period, multiplied by RMB8.00 per policy and (2) 2.50% of the actual premiums and deposits collected during the period, in respect of such policies. The policy management fee income is included in other income in the consolidated statement of comprehensive income. (i) Notes: 8 11 (ii.f) Payment of an investment management fee to AMC HK Transactions between AMC HK and the Company 23 19 Notes (continued): (ii.b) On 24 January 2014, CL Overseas renewed an investment management agreement with AMC HK, effective from 1 January 2014 to 31 December 2014. According to the agreement, CL Overseas entrusted AMC HK to manage and make investments of its insurance funds and paid AMC HK a basic investment management fee and an investment performance fee. The basic investment management fee is accrued for by multiplying the weighted average total funds by the basic fee rate. The investment performance fee was calculated based on the difference between total actual annual yield and predetermined net realized yield. The basic investment management fee was calculated and payable on a semi-annual basis. The investment performance fee was payable according to the total actual annual yield at the end of each year. (ii.c) In 2012, CLP&C signed an agreement for the management of insurance funds with AMC, entrusting AMC to manage and make investments of its insurance funds. The agreement was effective till 31 December 2013 and subject to an automatic one-year renewal if no objections were raised by both parties upon expiry. The agreement was automatically renewed for another year, effective from 1 January 2014 to 31 December 2014. According to the agreement, CLP&C paid AMC a fixed service fee and a variable service fee. The fixed service fee was calculated and payable on a monthly basis, by multiplying the average net asset value of each category asset under management at the beginning and the end of any given month by the responding annual investment management fee rate, divided by 12. The variable service fee was linked to investment performance. (ii.d) On 22 March 2013, the Company and CLI signed a management agreement of alternative investment of insurance funds, which was effective till 31 December 2013 and subject to an automatic one-year renewal if no objections were raised by both parties upon expiry. The agreement was automatically renewed for another year, effective from 1 January 2014 to 31 December 2014. According to the agreement, the Company entrusted CLI to engage in specialized investment, operation and management of real estates, equities and related financial products under the instructions of the annual guidelines. The Company paid CLI a basic asset management fee and a performance related bonus or charged a performance related deduction. The basic asset management fee was calculated by multiplying the total investment with a management fee rate of 0.6%, and paid on a quarterly basis; and the performance related bonus or deduction was calculated based on the comprehensive investment yield. On 15 April 2014, the Company and CLI signed a supplementary agreement to the management agreement of alternative investment of insurance funds, effective from the date on which the investment instruction of 2014 was issued to 31 December 2014. During the effective period of the supplementary agreement, the performance assessment and evaluation method in the investment instruction of 2014 replaced the relevant parts in the abovementioned management agreement of alternative investment of insurance funds. In accordance with the investment instruction of 2014, the performance related bonus or deduction was linked to the realised investment yield and the comprehensive investment yield. On 19 April 2012, the Company and CGB renewed an insurance agency agreement to distribute insurance products. All individual insurance products suitable for distribution through bancassurance channels are included in the agreement. CGB provides agency services, including the selling of insurance products, and collecting premiums and paying benefits. The Company paid the agency commission by multiplying the net amount of total premiums received from sale of each category individual insurance product after deducting the withdrawn policies premiums in the hesitation period, by the responding fixed commission rate. The commission rates for various insurance products sold by CGB are agreed based on arm's length transactions. The commissions are payable on a monthly basis. The agreement is effective for three years and subject to an automatic one-year renewal with no limitation of times if no objections were raised by either party upon expiry. On 31 December 2012, the Company signed a property leasing agreement with CLI, effective till 31 December 2014, pursuant to which CLI leased to the Company certain owned and leased buildings. Annual rental payable by the Company to CLI in relation to the CLI properties is determined either by reference to the market rent, or, the costs incurred by CLI in holding and maintaining the properties, plus a margin of approximately 5%. The rental was paid on a semi-annual basis, and each payment was equal to one half of the total annual rental. On 8 April 2012, the Company and CLP&C signed a 2-year framework insurance agency agreement, whereby the Company entrusted CLP&C to act as an agent to sell designated life insurance products in certain authorised jurisdictions. The brokerage fee was determined based on cost (tax included) plus a margin. The agreement was subject to an automatic one-year renewal if no objections were raised by both parties upon expiry. The agreement was automatically renewed for another year from 8 April 2014. The Company and CLP&C renewed a 2-year framework insurance agency agreement on 8 March 2012, whereby CLP&C entrusted the Company to act as an agent to sell designated P&C insurance products in certain authorized jurisdictions. The agency fee was determined based on cost (tax included) plus a margin. The agreement was subject to an automatic one-year renewal if no objections were raised by both parties upon expiry. The agreement was automatically renewed for another year from 8 March 2014. (v) (iv) (iii) (ii.f) On 19 September 2013, the Company and AMC HK renewed the offshore investment management service agreement, effective for two years starting from the signing date. The agreement was subject to an automatic one-year renewal if no objections were raised by both parties upon expiry. According to the agreement, the Company entrusted AMC HK to manage and make investment of its insurance funds and paid AMC HK asset management fee. The asset management fee was calculated at a fixed rate of 0.40% of portfolio asset value and a performance bonus capped at 0.15% of portfolio asset value for assets managed on a discretionary basis. Management fees on assets managed on a non-discretionary basis are calculated at 0.05% of portfolio asset value. The above management fee was calculated based on the net value of the entrusted asset from the monthly reports provided by the trustee, without deducting the monthly management fee payable. The fixed management fee was calculated monthly and payable quarterly. Performance bonus was calculated and payable on an annual basis. Asset management fees charged to the Company by AMC HK are eliminated in the consolidated statement of comprehensive income. China Life Insurance Company Limited Annual Report 2014 Notes (continued): (e) 33 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) For the year ended 31 December 2014 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 203 management of insurance funds, effective from 1 January 2013 to 31 December 2014. The agreement was subject to an automatic one-year renewal if no objections were raised by both parties upon expiry. According to the agreement, the Company entrusted AMC to manage and make investments of its insurance funds and paid AMC a fixed service fee and a variable service fee. The fixed annual service fee was calculated and payable on a monthly basis, by multiplying the average net asset value of the assets under management and the rate of 0.05%; the variable service fee was payable annually, based on the results of performance evaluation, at 20% of the fixed service fee per annum. The service fees were determined by the Company and AMC based on an analysis of the cost of service, market practice and the size and composition of the asset pool to be managed. Asset management fees charged to the Company by AMC are eliminated in the consolidated statement of comprehensive income. (ii.e) On 27 December 2012, the Company and AMC entered into a renewable agreement for the Transactions with significant related parties (continued) Pension Company (i) 21,593 218 361 later than five years Later than one year but not 149 222 144 247 207 RMB million As at 31 December 2013 As at 31 December 2014 RMB million RMB million As at 31 December 2013 December 2014 RMB million Not later than one year As at 31 389 Later than five years INVESTMENTS IN SUBSIDIARIES 38 For the year ended 31 December 2014 China Life Insurance Company Limited Annual Report 2014 Notes to the Consolidated Financial Statements 211 454 248 628 585 Total 57 17 57 17 448 Group Company The future minimum rentals receivable under non-cancellable operating leases are as follows: Later than one year but not 458 494 480 549 Not later than one year later than five years As at 31 December 2013 RMB million As at 31 December 2013 RMB million RMB million As at 31 December 2014 Company Group The future minimum lease payments under non-cancellable operating leases are as follows: As at 31 December 2014 RMB million 753 472 690 as lessor - (c) Operating lease commitments The operating lease payments charged to profit before income tax for the year ended 31 December 2014 were RMB774 million (2013: RMB736 million). 940 1,194 970 1,312 Total 18 10 18 10 Later than five years 464 Company For the year ended 31 December 2014 Unlisted investments at cost (b) Investment Not Applicable 100% indirectly Jersey Island King Phoenix Tree Limited Investment Non-controlling interests in subsidiaries are not significant to the Company. Not Applicable Golden Phoenix Tree Limited Hong Kong, PRC Financial service RMB200 million 100% indirectly PRC CL Wealth 100% directly Fund management The table below presents the basic information of the Company's consolidated structured entities as at 31 December 2014: CL AMP Exchange Traded Realtime Fund Investment management Investment management Investment management Investment management Investment management RMB2,020 million RMB13,900 million RMB1,237 million RMB648 million RMB246 million 38.84% directly and indirectly 52.10% directly 45.00% directly and indirectly 65.26% directly and indirectly Name 50.00% directly Funds received Percentage of shares held CL AMP Money Market Xinjinbao Fund CL AMP Zunxiang Bond Fund CL AMP CSI 300 Index Fund CL AMP Money Market Fund Principal activities RMB588 million 85.03% indirectly PRC PRC AMC Principal activities Registered capital Percentage of equity interest held Place of incorporation and operation 60% directly Name 4,165 11,705 RMB million RMB million 2013 As at 31 December 2014 The table below presents the basic information of the Company's subsidiaries as at 31 December 2014: RMB4,000 million Asset management Pension Company CL AMP Investment in retirement properties RMB300 million 100% directly PRC Suzhou Pension Company Asset management Not applicable 50% indirectly Hong Kong, PRC AMC HK Pension and annuity RMB2,500 million 74.27% directly and indirectly PRC (a) 212 (b) Operating lease commitments - as lessee 37 Other comprehensive 97,205 18,429 19,157 21,593 (15,834) income for the year Appropriation to reserves 53,860 97,205 18,429 35 RESERVES (continued) Company Unrealised gains/(losses) China Life Insurance Company Limited Annual Report 2014 As at 1 January 2014 Notes to the Consolidated Financial Statements 39,011 3,160 Pursuant to the relevant PRC laws, the Company appropriated 10% of its net profit under Chinese Accounting Standards ("CAS") to statutory reserve which amounted to RMB3,160 million for the year ended 31 December 2014 (2013: RMB2,470 million). (c) (b) (a) 145,006 21,589 39,011 21,627 23,177 53,860 As at 31 December 2014 8,790 3,160 2,470 24,753 For the year ended 31 December 2014 from available-for-sale 19,123 18,050 15,959 112,348 Other comprehensive income for the year Appropriation to reserve (21,190) 5,356 (21,190) 1,107 2,470 6,047 As at 31 December 2013 53,860 (15,834) 2,470 53,860 As at 1 January 2013 (c) Share premium securities Statutory reserve fund Discretionary reserve fund General reserve Total RMB million RMB million RMB million RMB million RMB million RMB million (a) (b) Approved by the Annual General Meeting in May 2014, the Company appropriated RMB2,470 million to the discretionary reserve fund for the year ended 31 December 2014 based on net profit under CAS (2013: RMB1,107 million). COMMITMENTS (continued) - Under related PRC law, dividends may be paid only out of distributable profits. Any distributable profits that are not distributed in a given year are retained and available for distribution in subsequent years. 33,903 15,585 33,903 65 87 65 15,578 87 9,887 7,690 23,929 7,690 7,830 9,887 23,929 7,823 As at 31 December 2013 Authorized, but not contracted for 5,834 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 210 5,921 65 5,921 Investments 65 87 65 87 65 Property, plant and equipment 5,834 Total As at 31 December 2014 RMB million As at 31 December 2013 RMB million As at 31 December 2014 RMB million December 2014 As at 31 Company As at 31 December 2013 RMB million As at 31 December 2014 RMB million Group RMB million Pending lawsuits The following is a summary of the significant contingent liabilities: 36 PROVISIONS AND CONTINGENCIES For the year ended 31 December 2014 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 209 37 389 215 389 Company Group Total Others Property, plant and equipment Investments Contracted, but not provided for The Group and the Company had the following capital commitments relating to property development projects and investments: (a) Capital commitments COMMITMENTS The Group involves in certain lawsuits arising from the ordinary course of businesses. In order to accurately disclose the contingent liabilities for pending lawsuits, the Group analyzed all pending lawsuits case by case at the end of each reporting period. A provision will only be recognised if management determines, based on third-party legal advice, that the Group has present obligations and the settlement of which is expected to result in an outflow of the Group's resources embodying economic benefits, and the amount of such obligations could be reasonably estimated. Otherwise, the Group will disclose the pending lawsuits as contingent liabilities. As at 31 December 2014 and 2013, the Group had other contingent liabilities but disclosure of such was not practical because the amounts of liabilities could not be reliably estimated. 215 RMB million December 2013 As at 31 Pursuant to "Financial Standards of Financial Enterprises Implementation Guide" issued by the Ministry of Finance of the PRC on 30 March 2007, for the year ended 31 December 2014, the Company appropriated 10% of net profit under CAS which amounted to RMB3,160 million to the general reserve for future uncertain catastrophes, which cannot be used for dividend distribution or conversion to share capital increment (2013: RMB2,470 million). In addition, pursuant to the CAS, the Group appropriated RMB42 million to the general reserve of its subsidiaries attributable to the Company in the consolidated financial statements (2013: RMB35 million). China Life Insurance Company Limited Annual Report 2014 Notes to the Consolidated Financial Statements For the year ended 31 December 2014 bonuses included included Benefits in salary of salary income Actual paid included Subtotal Performance related Basic salaries Name Deferred payment payment income Total 615.5 Shi Xiangming 1,176.2 433.4 1,609.6 349.4 in kind 433.4 866.8 393.4 Xia Zhihua RMB Thousand in total in total 1,260.2 Deferred The aggregate amounts of emoluments paid to supervisors of the Company for the year ended 31 December 2013 are as follows: (ii) Xiong Junhong was appointed as supervisor on 20 October 2014. Total Benefits in kind RMB Thousand Remuneration paid Luo Zhongmin (i) Shi Xiangming Xia Zhihua Yang Cuilian Name (b) Supervisors' emoluments 39 DIRECTORS', SUPERVISORS', CHIEF EXECUTIVE'S AND SENIOR MANAGEMENT'S REMUNERATION (continued) For the year ended 31 December 2014 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 214 The aggregate amounts of emoluments paid to supervisors of the Company for the year ended 31 December 2014 are as follows: Li Xuejun Xiong Junhong (ii) (i) 963.8 374.0 589.8 996.9 381.4 615.5 62.5 62.5 994.4 378.9 615.5 768.0 371.5 396.5 Luo Zhongmin resigned as external supervisor on 29 May 2014. 482.1 In addition to the directors' emoluments disclosed above, certain directors of the Company receive emoluments from CLIC, the amounts of which have not been apportioned between their services to the Company and their services to CLIC. 1,097.6 1,430.3 China Life Insurance Company Limited Annual Report 2014 216 year ended 31 December 2014, no emoluments have been paid by the Company to the directors or any of the five highest paid individuals as an inducement to join or upon joining the Company or as compensation for loss of office (for the year ended 31 December 2013: Nil). For the RMB4,000,001 - RMB4,500,000 4 Embedded Value 2013 RMB3,000,001 - RMB4,000,000 RMB2,000,001 - RMB3,000,000 RMB1,000,001 - RMB2,000,000 RMB0 RMB 1,000,000 The emoluments fell within the following bands: 1,610 Number of individuals 2014 3,816 BACKGROUND China Life Insurance Company Limited believes that reporting the Company's embedded value and value of one year's sales provides useful information to investors in two respects. First, the value of the Company's in-force business represents the total amount of distributable earnings, in present value terms, which can be expected to emerge over time, in accordance with the assumptions used. Second, the value of one year's sales provides an indication of the value created for investors by new business activity based on the assumptions used and hence the potential of the business. However, the information on embedded value and value of one year's sales should not be viewed as a substitute of financial measures under the relevant accounting basis. Investors should not make investment decisions based solely on embedded value information and the value of one year's sales. The value of in-force business and the value of one year's sales have been determined using a traditional deterministic discounted cash flow methodology. This methodology makes implicit allowance for the cost of investment guarantees and policyholder options, asset/liability mismatch risk, credit risk, the risk of operating experience's fluctuation and the economic cost of capital through the use of a risk-adjusted discount rate. The “value of in-force business" and the "value of one year's sales" are defined here as the discounted value of the projected stream of future after-tax distributable profits for existing in-force business at the valuation date and for one year's sales in the 12 months immediately preceding the valuation date. Distributable profits arise after allowance for PRC solvency reserves and solvency margins at the required regulatory minimum level. The market value of assets can fluctuate significantly over time due to the impact of the prevailing market environment. Hence the adjusted net worth can fluctuate significantly between valuation dates. Net-of-tax adjustments for relevant differences between the market value and the book value of assets, together with relevant net-of-tax adjustments to certain liabilities. Net assets, defined as assets less PRC solvency policy reserves and other liabilities; and "Adjusted net worth" is equal to the sum of: China Life Insurance Company Limited prepares financial statements to public investors in accordance with the relevant accounting standards. An alternative measure of the value and profitability of a life insurance company can be provided by the embedded value method. Embedded value is an actuarially determined estimate of the economic value of the life insurance business of an insurance company based on a particular set of assumptions about future experience, excluding the economic value of future new business. In addition, the value of one year's sales represents an actuarially determined estimate of the economic value arising from new life insurance business issued in one year based on a particular set of assumptions about future experience. The embedded value of a life insurer is defined as the sum of the adjusted net worth and the value of in-force business allowing for the cost of capital supporting a company's desired solvency margin. Embedded Value China Life Insurance Company Limited Annual Report 2014 217 The values shown below do not consider the future financial impact of transactions between the Company and CLIC, CLI, AMC, Pension Company, CLP&C, and etc. Also, the calculation of embedded value and value of one year's sales involves substantial technical complexity and estimates can vary materially as key assumptions are changed. Therefore, special care is advised when interpreting embedded value results. It is important to note that actuarial standards with respect to the calculation of embedded value are still evolving. There is still no universal standard which defines the form, calculation methodology or presentation format of the embedded value of an insurance company. Hence, differences in definition, methodology, assumptions, accounting basis and disclosures may cause inconsistency when comparing the results of different companies. DEFINITIONS OF EMBEDDED VALUE AND VALUE OF ONE YEAR'S SALES Basic salaries, housing allowances, other allowances and benefits in kind RMB Thousand Thousand 1,427.7 1,427.7 338.0 1,089.7 499.9 589.8 Li Xuejun Yang Cuilian 150.0 150.0 30.0 120.0 Luo Zhongmin 1,430.3 150.0 589.8 462.0 1,051.8 RMB 2013 2014 Details of remuneration of the remaining four (2013: one) highest paid individuals are as follows: The five individuals whose emoluments were the highest in the Company include one director (2013: four directors) whose emoluments are reflected in the analysis presented above. (c) Five highest paid individuals 39 DIRECTORS', SUPERVISORS', CHIEF EXECUTIVE'S AND SENIOR MANAGEMENT'S REMUNERATION (continued) For the year ended 31 December 2014 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 215 The compensation amounts for these supervisors for the year ended 31 December 2013 were restated based on the finalised amounts determined during 2014. 1,380.8 1,380.8 329.0 332.7 The compensation amounts for these directors for the year ended 31 December 2013 were restated based on the finalised amounts determined during 2014. Tang Jianbang 300.0 (iii) Lin Dairen was appointed as Chief Executive Officer on 29 April 2014. (ii) Wan Feng was appointed as non-executive director and Vice President on 25 March 2014 and resigned as non- executive director and Vice President on 5 August 2014. 80.0 80.0 Liu Yingqi resigned as executive director on 25 March 2014. 80.0 382.6 184.3 198.3 382.7 184.4 198.3 80.0 300.0 (iv) Su Hengxuan and Miao Ping were appointed as executive directors on 1 July 2014. payment Deferred year The aggregate amounts of emoluments paid to directors and chief executive of the Company for the ended 31 December 2013 are as follows: Directors' and chief executive's emoluments (continued) (a) Sun Changji and Tang Jianbang resigned as independent directors on 29 May 2014. The resignation would not be effective until the appointment of new independent director was approved by the CIRC. In accordance with the regulations of the relevant PRC authorities, the Company did not pay any emoluments to Sun Changji and Tang Jianbang within the reporting period. 39 DIRECTORS', SUPERVISORS', CHIEF EXECUTIVE'S AND SENIOR MANAGEMENT'S REMUNERATION (continued) Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2014 213 Chang Tso Tung Stephen and Huang Yiping were appointed as independent directors on 20 October 2014. (vi) (v) For the year ended 31 December 2014 320.0 300.0 320.0 Miao Ping (v) Su Hengxuan (v) Tang Jianbang (iv) Bruce Douglas Moore Anthony Francis Neoh Sun Changji (iv) Wang Sidong Chang Tso Tung Stephen (vi) Liu Yingqi (iii) Miao Jianmin Zhang Xiangxian Yang Mingsheng Wan Feng (i) Name The aggregate amounts of emoluments paid to directors and chief executive of the Company for the year ended 31 December 2014 are as follows: (a) Directors' and chief executive's emoluments The total compensation package for these directors, supervisors, chief executive and senior management for the year ended 31 December 2014 has not yet been finalised in accordance with regulations of the relevant PRC authorities. The amount of the compensation not provided for is not expected to have a significant impact on the Group's 2014 consolidated financial statements. The final compensation will be disclosed in a separate announcement when determined. 39 DIRECTORS', SUPERVISORS', CHIEF EXECUTIVE'S AND SENIOR MANAGEMENT'S REMUNERATION Lin Dairen (ii) Huang Yiping (vi) Note: (i) 192.2 93.1 99.1 770.8 370.9 399.9 194.0 93.7 100.3 848.4 402.9 445.5 Total Benefits in kind RMB Thousand Remuneration paid Deferred Performance Subtotal included 433.4 1,260.2 866.8 393.4 Liu Yingqi 1,176.2 349.4 433.4 349.4 433.4 1,260.2 866.8 393.4 Lin Dairen 1,609.6 1,609.6 433.4 1,176.2 300.0 320.0 320.0 300.0 50.0 250.0 Anthony Francis Neoh 320.0 70.0 250.0 Bruce Douglas Moore Sun Changji Wang Sidong Zhang Xiangxian Miao Jianmin 1,189.0 19,157 438.3 353.0 income income bonuses salaries Name included in kind included in salary of salary related Basic Actual paid payment Benefits Total in total in total 438.3 1,274.3 876.5 397.8 Wan Feng 1,312.1 487.0 1,799.1 383.2 487.0 1,415.9 973.9 442.0 Yang Mingsheng RMB Thousand 1,627.3 RMB million B Notes: 1) Numbers may not be additive due to rounding. 342,224 37,516 23,253 563 39,338 (3,209) 24,458 26 (8,479) (783) 454,906 2) Items B through J are explained below: B Reflects expected impact of covered business, and the expected return on investments supporting the 2014 opening net worth. C Value of new business sales in 2014. Embedded Value as at 31 December 2014 (sum A through J) K Other J value" section. The embedded value and the value of one year's sales were prepared by China Life Insurance Company Limited in accordance with “Life Insurance Embedded Value Reporting Guidelines" issued by China Insurance Regulatory Commission. Towers Watson, an international firm of consultants, performed a review of China Life's embedded value. The review statement from Towers Watson is contained in the “Towers Watson's review opinion report on embedded PREPARATION AND REVIEW China Life Insurance Company Limited Annual Report 2014 Embedded Value C Value of New Business in the Period D Operating Experience Variance D E F Methodology, Model and Assumption Changes G Market Value and Other Adjustments H Exchange Gains or Losses I Shareholder Dividend Distribution Investment Experience Variance Reflects the difference between actual operating experience in 2014 (including mortality, morbidity, lapse, and expenses etc.) and the assumptions. E Compares actual with expected investment returns during 2014. Base case scenario 260,670 23,253 1. Risk discount rate of 11.5% 248,363 21,962 2. VALUE OF ONE YEAR'S SALES AFTER COST OF SOLVENCY MARGIN Risk discount rate of 10.5% 24,640 10% increase in investment return 301,993 26,555 4. 10% decrease in investment return 219,647 19,971 273,875 On 15 May 2012, the Ministry of Finance and the State Administration of Taxation issued the “Notice on Corporate Income Tax Deduction of Reserves for Insurance Companies" (Cai Shui [2012] No. 45), requiring the taxation basis to be based on accounting profits. Based on the above regulation, in preparing the 2014 embedded value report, the adjusted net worth has reflected the tax treatment in accordance with accounting profits. When calculating the value of in-force business and value of one year's sales, as there is uncertainty in the accounting liability assumptions in future valuation periods (such as valuation interest rates), correspondingly, numerous scenarios could be possible as to future accounting profits. Consequently, we have adopted the profits based on the solvency liability in projecting future tax payable in the base scenario. We also disclose the value of in-force business and value of one year's sales calculated using tax payable based on the accounting profits in accordance to the “Provisions on the Accounting Treatment Related to Insurance Contracts" under one possible scenario in the table 4 of “SENSITIVITY RESULTS". RMB million VALUE OF IN-FORCE BUSINESS AFTER COST OF F Reflects the effect of projection method, model enhancements and assumption changes. G Change in the market value adjustment from the beginning of year 2014 to 31 December 2014 and other related adjustments. H Reflects the gains or losses due to changes in exchange rate. I Reflects dividends distributed to shareholders during 2014. SOLVENCY MARGIN J 221 China Life Insurance Company Limited Annual Report 2014 Embedded Value SENSITIVITY RESULTS Sensitivity testing was performed using a range of alternative assumptions. In each of the sensitivity tests, only the assumption referred to was changed, with all other assumptions remaining unchanged. The results are summarized below: Table 4 Sensitivity Results Other miscellaneous items. 5. ASSUMPTIONS The calculations are based upon assumed corporate tax rate of 25% for all years. The investment returns are assumed to be grading from 5.1% to 5.5% by 0.1% every year (remaining level thereafter). 12% grading to 17% by 1% every year (remaining level thereafter) of the investment return is assumed to be exempt from income tax. These investment return and tax exempt assumptions are based on the Company's strategic asset mix and expected future returns. The risk- adjusted discount rate used is 11%. 260,670 234,702 E Embedded Value (A + D) 454,906 342,224 F Value of One Year's Sales before Cost of Solvency Margin 26,633 24,421 G Cost of Solvency Margin (3,380) (3,120) H Value of One Year's Sales after Cost of Solvency Margin (F + G) 23,253 Value of In-Force Business after Cost of Solvency Margin (B + + C) D (37,135) (40,042) C 271,837 300,712 Value of In-Force Business before Cost of Solvency Margin B 107,522 194,236 Adjusted Net Worth 21,300 A 2014 31 December ITEM RMB million Components of Embedded Value and Value of One Year's Sales Table 1 The embedded value as at 31 December 2014 and the value of one year's sales for the 12 months to 31 December 2014, and their corresponding results as at 31 December 2013 are shown below: Cost of Solvency Margin 31 December 2013 Notes: 1) Numbers may not be additive due to rounding. 2) Taxable incomes in embedded value and the value of one year's sales are based on earnings calculated using solvency 1,048 1,129 23,253 21,300 China Life Insurance Company Limited Annual Report 2014 Embedded Value MOVEMENT ANALYSIS The following analysis tracks the movement of the embedded value from the start to the end of the Reporting Period. 532 Table 3 RMB million ITEM A Embedded Value at Start of Year SUMMARY OF RESULTS Embedded Value China Life Insurance Company Limited Annual Report 2014 219 Other operating assumptions such as mortality, morbidity, lapses and expenses are based on the Company's recent operating experience and expected future outlook. Analysis of Embedded Value Movement in 2014 Economic assumptions: 464 21,740 reserves. VALUE OF ONE YEAR'S SALES BY CHANNEL The value of one year's sales by channel is shown below: Table 2 Value of One Year's Sales by Channel Channel Exclusive Individual Agent Channel Group Insurance Channel 19,639 Bancassurance Channel Notes: 1) Numbers may not be additive due to rounding. 2) Taxable income is based on earnings calculated using solvency reserves. 220 RMB million 31 December 31 December 2014 2013 Total 10% increase in expenses 3. 21,435 a review of the methodology used to develop the embedded value and value of one year's sales as at 31 December 2014, in the light of the requirements of the “Life Insurance Embedded Value Reporting Guidelines” issued by the China Insurance Regulatory Commission (“CIRC”) in September 2005; Our scope of work covered: • Scope of work China Life has engaged Towers Watson Management Consulting (Shenzhen) Co. Ltd. Beijing Branch ("Towers Watson") to review its EV Results. This report is addressed solely to China Life in accordance with the terms of our engagement letter, and sets out the scope of our work and our conclusions. To the fullest extent permitted by applicable law, we do not accept or assume any responsibility, duty of care or liability to anyone other than China Life for or in connection with our review work, the opinions we have formed, or for any statement set forth in this report. China Life Insurance Company Limited (“China Life”) has prepared embedded value results for the financial year ended 31 December 2014 (“EV Results”). The disclosure of these EV Results, together with a description of the methodology and assumptions that have been used, are shown in the Embedded Value section. To The Directors of China Life Insurance Company Limited TOWERS WATSON'S REVIEW OPINION REPORT ON EMBEDDED VALUE a review of the economic and operating assumptions used to develop the embedded value and value of one year's sales as at 31 December 2014; Annual Report 2014 Embedded Value 222 Note: Taxable income is based on earnings calculated using solvency reserves for Scenarios 1 to 16. 22,894 262,577 possible scenario Treatment Related to Insurance Contracts under one in accordance to the Provisions on the Accounting Taxable income based on the accounting profit China Life Insurance Company Limited 17. a review of the results of China Life's calculation of the EV Results. 223 257,909 Expected Return on Embedded Value The cover photo of the printed version of this report was photographed by Mr. Lan Yuxi of the Company. In case of any discrepancy between the Chinese version and the English version of this report, the Chinese version shall prevail; in case of any discrepancy between the printed version and the website version of this report, the website version shall prevail. 224 Wesley Cui 24th March 2015 Michael Freeman In carrying out our review, we have relied on the accuracy of audited and unaudited data and information provided by For and on behalf of Towers Watson no changes have been assumed to the treatment of tax, but some sensitivity results relating to tax have been shown by China Life; and the operating assumptions used by China Life have been set with appropriate regard to past, current and expected future experience; the economic assumptions used by China Life are internally consistent, have been set with regard to current economic conditions, and have made allowance for the company's current and expected future asset mix and investment strategy; the embedded value methodology used by China Life is consistent with the requirements of the “Life Insurance Embedded Value Reporting Guidelines” issued by the CIRC. The methodology applied by China Life is a common methodology used to determine embedded values of life insurance companies in China at the current time; Based on the scope of work above, we have concluded that: Opinion Embedded Value China Life Insurance Company Limited Annual Report 2014 the EV Results have been prepared, in all material respects, in accordance with the methodology and assumptions set out in the Embedded Value section. 23,274 China Life. Using 2013 EV assumptions 22,863 259,675 10% increase in lapse rates 9. 23,378 262,860 and 10% increase in mortality rate for annuity products 10% decrease in mortality rate for non-annuity products 10. 23,128 and 10% decrease in mortality rate for annuity products 10% increase in mortality rate for non-annuity products 7. 25,070 263,431 10% decrease in expenses 263,638 6. 258,517 10% decrease in lapse rates 8. 23,585 21,519 261,613 241,056 24,460 261,024 10% decrease in claim ratio of short term business 15. Solvency margin at 150% of statutory minimum 14. 16. 260,316 13. 10% increase in claim ratio of short term business 22,045 23,388 263,013 10% decrease in morbidity rates 12. 23,118 258,351 10% increase in morbidity rates 11. RMB million As at 31 December 2014 Amount Percentage As at 31 December 2013 Amount Percentage 1,804,598 Fixed-maturity investments 89.94% 1,662,770 85.90% Term deposits As at the end of the Reporting Period, our investment assets are categorized as below in terms of asset classes: Securities at Fair Value through Profit or Loss Investment Properties As at the end of the Reporting Period, loans increased by 40.3% from the end of 2013. This was primarily due to an increase in policy loans volume and the increased allocation in diversified investments such as debt investment plans and trust schemes. Loans As at the end of the Reporting Period, cash and cash equivalents increased by 120.5% from the end of 2013. This was primarily due to the needs for liquidity management. Cash and Cash Equivalents As at the end of the Reporting Period, securities at fair value through profit or loss increased by 55.2% from the end of 2013. This was primarily due to the increased allocation in common stocks at fair value through profit or loss. Management Discussion and Analysis China Life Insurance Company Limited Annual Report 2014 690,156 20 20 As at the end of the Reporting Period, investment properties decreased by 3.5% from the end of 2013. This was primarily due to a depreciation of the investment properties. 32.85% During the Reporting Period, profit before income tax in life insurance business increased by 39.1% from 2013. This was primarily due to an increase in investment yield. 35.93% 29,451 As at the end of the Reporting Period, available-for-sale securities increased by 23.6% from the end of 2013. This was primarily due to the increased allocation in high-grade credit bonds and funds in light of market conditions. 40,402 2 3 4 Health Insurance Business During the Reporting Period, profit before income tax in health insurance business increased by 18.7% from 2013. This was primarily due to an increase in business volume and investment yield. Accident Insurance Business During the Reporting Period, profit before income tax in accident insurance business increased by 154.3% from 2013. This was primarily due to an increase in business volume and an improvement in business quality. Other Business During the Reporting Period, profit before income tax in other business increased by 21.8% from 2013. This was primarily due to an increase in investment yield of subsidiaries and net profits of associates. (4) Income Tax During the Reporting Period, income tax of the Company was RMB7,888 million, a 77.5% increase from 2013. This was primarily due to the combined effect of taxable income and deferred tax. 9 In response to favorable market opportunities for health insurance and accident insurance businesses in recent years, the Company has increased its efforts in developing health insurance and accident insurance businesses. In particular, the health insurance business has been growing rapidly and the income generated from health insurance business has increased gradually as a percentage of the Company's gross written premiums. Meanwhile, the income derived from the previously reported group life insurance, short-term insurance and supplementary major medical insurance segments represented an insignificant percentage of the Company's gross written premiums. In order to better reflect the changes in the Company's external environment, its business structure and the objectives of its future development, as well as providing the report readers with more useful information, the Company has realigned the composition of its reporting segments by changing the previously reported individual life insurance, group life insurance, short-term insurance, supplementary major medical insurance and other segments into four newly identified segments, namely life insurance, health insurance, accident insurance and other. The Company's management has conducted analysis and evaluation on the operating results based on the new reporting segments in 2014. For a detailed discussion, please refer to our financial statements. Insurance asset management products 47.25% 873,585 44.77% 940,619 Bonds 664,174 Available-for-Sale Securities As at 31 Held-to-Maturity Securities 607,531 Available-for-sale securities 503,075 517,283 664,174 690,156 1,848,681 In 2015, the Company intends to strengthen its in-depth analysis of macro-economic trends and complex risk factors to maintain its continuous and healthy growth. The major risk factors which may have an impact on the Company's future development strategy and business objectives include: Held-to-maturity securities Term deposits Investment assets RMB million As at 31 December 2013 December 2014 Major Assets (1) ANALYSIS OF MAJOR ITEMS OF CONSOLIDATED STATEMENT OF FINANCIAL POSITION During the Reporting Period, net profit attributable to equity holders of the Company was RMB32,211 million, a 30.1% increase from 2013. This was primarily due to the increase in investment yield and the change of discount rate assumption of reserves of traditional insurance contracts. (5) Net Profit III Management Discussion and Analysis China Life Insurance Company Limited Annual Report 2014 19 4,066 491,527 As at the end of the Reporting Period, held-to-maturity securities increased by 2.8% from the end of 2013. This was primarily due to the increased allocation in high-grade credit bonds and financial bonds in light of market conditions. Securities at fair value through profit or loss 34,172 As at the end of the Reporting Period, term deposits increased by 3.9% from the end of 2013. This was primarily due to the increased allocation volume of ordinary term deposits. 1,972,941 2,246,567 Term Deposits Total 124,260 145,697 Other assets 1,329 1,283 Investment properties 6,153 6,153 Statutory deposits - restricted 118,626 166,453 Loans 21,330 47,034 Cash and cash equivalents 8,295 11,925 Securities purchased under agreements to resell 53,052 4,953 2,100,870 1,546 4,000 Profit Assets Assets Shareholding Net Net Total Registered Capital RMB million Property loss insurance; liability insurance; credit insurance and bond insurance; short-term health insurance and accident insurance; reinsurance of the above insurance businesses; business for the use of insurance funds that are permitted by applicable PRC laws and regulations; other business permitted by CIRC Group pension insurance and annuity; individual pension insurance and annuity; short-term health insurance; accident insurance; reinsurance of the above insurance businesses; business for the use of insurance funds that are permitted by applicable PRC laws and regulations; other business permitted by CIRC Management and utilization of proprietary funds; acting as agent or trustee for asset management business; consulting business relevant to the above businesses; other assets management business permitted by applicable PRC laws and regulations China Life Property and Casualty Insurance Company Limited China Life Pension Company Limited China Life Asset Management Company Limited Business Scope Company Name VII BUSINESS OPERATIONS OF OUR MAIN SUBSIDIARIES AND AFFILIATES Management Discussion and Analysis China Life Insurance Company Limited Annual Report 2014 25 The Company has rich experience in life insurance management. The predecessor of China Life was the first enterprise to underwrite life insurance business in China, and played the role of an explorer and pioneer in China's life insurance industry. During the long course of its development, the Company has accumulated a wealth of experience in operation and management, has a stable, professional management team, and has become well versed in the art of management in China's life insurance market. 60% The Company is one of the largest institutional investors in China, and through its controlling shareholding in China Life Asset Management Company Limited, the Company is the largest insurance asset management company in China. As at 31 December 2014, the investment assets reached RMB2,100,870 million, an increase of 13.6% from the end of 2013. 6,819 779 FUTURE PROSPECT AND RISK ANALYSIS IX Management Discussion and Analysis China Life Insurance Company Limited Annual Report 2014 26 26 During the Reporting Period, the Company had neither raised capital nor used capital raised in the previous periods. The Company had not invested in any major projects with non-raised capital, the total investments of which were over 10% of the audited equity holder's equity as at the end of the previous year. VIII USE OF RAISED AND NON-RAISED CAPITAL Note: On 31 December 2014, the CIRC approved an application made by Pension Company in relation to the change of its registered capital, as a result of which the paid-in capital of Pension Company was changed from RMB2,500 million to RMB3,400 million. As at 31 December 2014, Pension Company did not complete all formalities relation to the change of registration with the department in charge of industrial and commercial administration and its registered capital remained at RMB2,500 million. The Company made a capital injection in Pension Company in the amount of RMB441 million. Upon completion of the capital increase, the shareholding percentage of the Company in Pension Company was changed from 87.4% to 70.74%, whereas the shareholding percentage of AMC in Pension Company was changed from 4.8% to 3.53%. Pension Company has completed its formalities in relation to the change of registration with the department in charge of industrial and commercial administration on 15 January 2015. 1,407 16,893 52,769 40% 15,000 held by AMC and 3.53% is by the Company, (161) 2,811 3,208 70.74% is held Note 2,500 5,898 The Company possesses great financial strength. As at 31 December 2014, the registered capital of the Company was RMB28,265 million. The total assets of the Company reached RMB2,246,567 million, which ranked No.1 in China's life insurance industry. As at the end of 2014, the total market capitalization of the Company was US$143,865 million, which ranked No.2 among all listed insurance companies in the world. The Company has the most extensive customer base. As at 31 December 2014, the Company had approximately 197 million long-term individual and group life insurance policies, annuity contracts and long-term health insurance policies in force. The Company has an extensive services and distribution network in China, with its business outlets and services counters covering both urban and rural areas. The 743,000 exclusive individual agents, 19,000 direct sales representatives, 61,000 intermediary bancassurance outlets and 71,000 sales representatives at those bancassurance outlets form a unique distribution and services network in China, and make the Company the life insurance service provider closest to the customers. Making use of internationally leading information technology and expanding telephone, Internet, email and other electronic service channels, the Company strives to meet customer demand for purchasing insurance products through multiple channels. 27 China Life Insurance Company Limited Annual Report 2014 Management Discussion and Analysis In 2015, the Company intends to constantly implement the “innovation-driven development strategy” in great depth, reinforces the business philosophy of “focusing on value, enhancing personnel, optimizing structure, and maintaining growth” and implements the operational strategies of “strengthening benchmarks and focusing on breakthroughs” to improve the Company's sustainable development capability and core competence by strengthening confidence, capturing opportunities, making pioneering efforts and acting proactively. Given the above mentioned risk factors, the Company intends to firmly adhere to its core development objectives, and fine-tune its business development objectives in accordance with market trends to an appropriate degree, so as to efficiently respond to challenges from market competitors and changes in the external environment. Meanwhile, the Company intends to focus on innovation in mechanisms, building of sales force, innovation in products, services and technology, in order to constantly enhance its vitality, creativity, competitiveness and capacity for sustainable development. The Company believes that it will have sufficient capital to meet its insurance business expenditures and general new investment needs in 2015. At the same time, the Company will make corresponding arrangements in accordance with the capital market conditions to further implement its future business development strategies if there is any further capital requirement. 28 62,348 (3) Profit before Income Tax For the year ended 31 December Life insurance business Health insurance business Accident insurance business Other business Total 1 Life Insurance Business China Life Insurance Company Limited Annual Report 2014 Management Discussion and Analysis RMB million 2014 2013 30,651 22,038 3,252 2,739 27 In light of the complexity of the domestic and international economies, the uncertain financial markets may adversely affect the Company's investment income and the book value of its assets. In addition, with the gradual expansion of the investment scope for insurance funds, the Company may invest some of its insurance funds through new investment channels, utilize new investment vehicles or appoint new investment management entity, which may have an impact on its investment income and the book value of its assets. Moreover, some of the Company's assets are held in foreign currencies, which may be adversely affected by exchange rate movements if the exchange rate of Renminbi continues to appreciate. Risks relating to investments 3. The Company has the advantage of very strong brand recognition. It is the only life insurance company in China with shares listed on the Shanghai Stock Exchange, the Hong Kong Stock Exchange and the New York Stock Exchange. It is also a core member of China Life Insurance (Group) Company which is one of the "Fortune Global 500" and the "World's 500 Most Influential Brands". In 2014, the brand of China Life has been ranked as one of the "World's 500 Most Influential Brands” published by World Brand Lab for eight consecutive years. The brand was also ranked as No. 5 on the "China's 500 Most Valuable Brands” list, with brand value estimated at RMB174,536 million, continuously ranking No.1 among the insurance industry. ANALYSIS OF CORE COMPETITIVENESS VI Management Discussion and Analysis China Life Insurance Company Limited Annual Report 2014 24 24 The Company's solvency ratio increased due to a significant increase in the comprehensive income during the Reporting Period. 226.22% 294.48% 74,485 608 168,501 RMB million As at 31 December 2013 As at 31 December 2014 Solvency ratio Actual capital Minimum capital The solvency ratio of an insurance company is a measure of capital adequacy, which is calculated by dividing the actual capital of the company (which is its admitted assets less admitted liabilities, determined in accordance with relevant rules) by the minimum capital it is required to meet. The following table shows our solvency ratio as at the end of the Reporting Period: SOLVENCY RATIO We have established a cash flow testing system, and conduct regular tests to monitor the cash inflows and outflows under various changing circumstances and adjust accordingly the asset portfolio to ensure sufficient sources of liquidity. During the Reporting Period, net cash inflow from operating activities increased by 14.6% from 2013. This was primarily due to an increase in cash flows from policyholders' investment. Net cash outflow from investing activities increased by 15.0% from 2013. This was primarily due to the needs for investment management. The change in net cash flow from financing activities was primarily due to the needs for liquidity management. 2. In 2015, the world economy will remain in the period of in-depth adjustments with insufficient momentum for recovery. As the impact of non-economical factors, such as geopolitics, intensifies, greater fluctuation will be seen in the international financial market, which will cause increased uncertainties. China's economic development is at the stage of “superimposition of three periods”, enters the “new normal” state, and is evolving into a stage with more advanced patterns, more sophisticated division of work and more reasonable structures. Changes in international and domestic markets will be transferred to the insurance industry through multiple channels such as the real economy, financial markets and consumer demands, which will in turn affect the business development, use of funds and solvency in various aspects, and increase the difficulties and pressures for the insurance industry to adapt to and lead the “new normal” state. Risks relating to our business China's insurance industry remains at a significant stage with significant strategic opportunities. At this stage, the form of development of the insurance industry is in urgent need of change as financial reform enters into a new stage, market-oriented interest rate reform accelerates, market-oriented premium rate reform moves forward steadily, trend of mixed financial operations becomes increasingly apparent and technologies such as Internet and big data penetrate deeply. The industry shall actively take part in trans- boundary competitions and achieve transformation and upgrade while reinforcing the traditional insurance advantages. Affected by these factors, the Company is experiencing more difficulties in maintaining steady business growth, as well as facing more uncertainties and complexities. Due to factors such as investment income, it may be more difficult for the Company to improve its operational results, which may in turn cause more irregular policy surrenders. Meanwhile, factors such as relatively slow growth of the sales force and its high turnover rate may also adversely affect the business development of the Company. 236,151 80,193 2.97% 1. Risks relating to macro trends 2.98% Annuity and Other Insurance Balances Payable As at the end of the Reporting Period, annuity and other insurance balances payable increased by 10.5% from the end of 2013. This was primarily due to an increase in maturities payable. Interest-bearing Loans and Borrowings In June 2014, to meet the needs of overseas investment, one of the Company's subsidiaries applied for a fixed-interest rate bank loan of GBP275 million with a term of five years. As at the end of the Reporting Period, the loan balance was RMB2,623 million. 22 22 As at the end of the Reporting Period, policyholder dividends payable increased by 50.9% from the end of 2013. This was primarily due to an increase in investment yields for participating products. IV Management Discussion and Analysis Bonds Payable As at the end of the Reporting Period, bonds payable remained stable from the end of 2013. This was primarily due to the fact that no subordinated debts were issued by the Company in 2014. Deferred Tax Liabilities As at the end of the Reporting Period, deferred tax liabilities increased by 293.9% from the end of 2013. This was primarily due to an increase in the fair value of the available-for-sale financial assets. (3) China Life Insurance Company Limited Annual Report 2014 Policyholder Dividends Payable As at the end of the Reporting Period, securities sold under agreements to repurchase increased by 125.6% from the end of 2013. This was primarily due to the needs for liquidity management. Securities Sold under Agreements to Repurchase 67,989 67,985 Deferred tax liabilities 19,375 4,919 Other liabilities 47,077 24,727 Total Insurance Contracts 1,959,236 1,750,356 As at the end of the Reporting Period, insurance contracts liabilities increased by 7.3% from the end of 2013. This was primarily due to the accumulation of insurance liabilities from new insurance business and renewal business. As at the date of the statement of financial position, the Company's insurance contracts reserves passed liability adequacy testing. Investment Contracts As at the end of the Reporting Period, account balance of investment contracts increased by 11.0% from the end of 2013. This was primarily due to an increase in the volume of certain investment contracts. Equity Holders' Equity Bonds payable As at the end of the Reporting Period, equity holders' equity was RMB284,121 million, a 29.0% increase from the end of 2013. This was primarily due to the combined effect of an increase in the fair value of available-for-sale financial assets and the profit gains during the Reporting Period. (1) 2014 RMB million 2013 78,247 68,292 (69,257) Net increase/(decrease) in cash and cash equivalents (60,233) (56,105) 10 25,704 (48,122) V 55,107 16,704 Foreign currency gains/(losses) on cash and cash equivalents Net cash inflow/(outflow) from financing activities Net cash outflow from investing activities Liquidity Sources Our principal cash inflows come from insurance premiums, deposits from investment contracts, proceeds from sales and maturity of financial assets, and investment income. The primary liquidity risks with respect to these cash inflows are the risk of early withdrawals by contract holders and policyholders, as well as the risks of default by debtors, interest rate changes and other market volatilities. We closely monitor and these risks. manage Our cash and bank deposits can provide us with a source of liquidity to meet normal cash outflows. As at the end of the Reporting Period, the amount of cash and cash equivalents was RMB47,034 million. In addition, substantially all of our term deposits with banks allow us to withdraw funds on deposit, subject to a penalty interest charge. As at the end of the Reporting Period, the amount of term deposits was RMB690,156 million. Our investment portfolio also provides us with a source of liquidity to meet unexpected cash outflows. We are also subject to market liquidity risk due to the large size of our investments in some of the markets in which we invest. In some circumstances, some of our holdings of investment securities may be large enough to have an influence on the market value. These factors may limit our ability to sell these investments or sell them at a fair price. (2) Liquidity Uses Our principal cash outflows primarily relate to the payables for the liabilities associated with our various life insurance, annuity, accident insurance and health insurance products, operating expenses, income taxes and dividends that may be declared and paid to our equity holders. Cash outflows arising from our insurance activities primarily relate to benefit payments under these insurance products, as well as payments for policy surrenders, withdrawals and loans. We believe that our sources of liquidity are sufficient to meet our current cash requirements. 23 China Life Insurance Company Limited Annual Report 2014 Management Discussion and Analysis (3) Consolidated Cash Flows For the year ended 31 December Net cash inflow from operating activities ANALYSIS OF CASH FLOWS 2,623 (76) 23,179 3.19% Other equity investments³ 57,477 2.73% 16,239 0.89% 58,991 Investment properties 0.06% 1,329 0.07% Cash, cash equivalents and others* 58,959 2.81% 1,283 3.98% 83,620 Funds Interest-bearing loans and borrowings Other fixed-maturity investments² 111,475 69,904 3.78% Equity investments 236,030 11.23% 154,957 8.39% Common stocks 94,933 4.52% 79,727 4.31% 29,625 1.60% 5.31% 2,100,870 As at 31 December 2013 Insurance contracts 1,603,446 1,494,497 Investment contracts 72,275 RMB million 65,087 46,089 20,426 Policyholder dividends payable 74,745 Total Annuity and other insurance balances payable Securities sold under agreements to repurchase December 2014 49,536 (2) Major Liabilities 100% 1,848,681 As at 31 100% Notes: 1. Insurance asset management products under fixed-maturity investments include infrastructure and real estate debt investment plans and project asset-backed plans. 25,617 Other fixed-maturity investments include policy loans, trust schemes, statutory deposits – restricted, etc. 3. 4. 2. Other equity investments include private equity funds, unlisted equities, equity investment plans, etc. Cash, cash equivalents and others include cash and cash equivalents and securities purchased under agreements to resell. 21 China Life Insurance Company Limited Annual Report 2014 Management Discussion and Analysis PRINCIPAL BUSINESS Mr. Huang Yiping, Mr. Anthony Francis Neoh, Mr. Miao Ping, Mr. Su Hengxuan, Mr. Lin Dairen, Mr. Yang Mingsheng, Mr. Miao Jianmin, Mr. Zhang Xiangxian, Mr. Wang Sidong, Mr. Bruce Douglas Moore, Mr. Chang Tso Tung Stephen From left to right: 3. 2. Report of the Board of Directors Annual Report 2014 China Life Insurance Company Limited Details of the movement in property, plant and equipment of the Company are set out in Note 6 in the Notes to the Consolidated Financial Statements in this annual report. 8. SHARE CAPITAL 9. 1. The Company is the largest life insurance company in China's life insurance market and possesses the most extensive distribution network in China, comprising exclusive agents, direct sales representatives as well as dedicated and non-dedicated agencies. The Company provides products and services such as individual and group life insurance, accident and health insurance. The Company is one of the largest institutional investors in China, and is China's largest insurance asset management company through its controlling shareholding in China Life Asset Management Company Limited. The Company also has controlling shareholding in China Life Pension Company Limited. FORMULATION AND IMPLEMENTATION OF PROFIT DISTRIBUTION POLICY For an analysis of the Company's operating and financial results during the Reporting Period, please refer to the section headed "Management Discussion and Analysis” in this annual report. 1. In accordance with Article 212 of the Articles of Association, the Company's profit distribution policy is as follows: Details of the movement in share capital of the Company are set out in Note 34 in the Notes to the Consolidated Financial Statements in this annual report. (II) Report of the Board of Directors China Life Insurance Company Limited Annual Report 2014 MANAGEMENT DISCUSSION AND ANALYSIS 29 The Company shall give priority to cash dividends as its profit distribution manner. The Company shall maintain a sustainable and steady profit distribution policy and at the same time take into consideration the Company's long-term interest, general interest of all the shareholders and the sustainable development of the Company; 3. The Company shall take the investment return for investors into full account and allocate the required percentage of the Company's realized distributable profits to shareholders as dividends each year; 1. (I) In accordance with Article 211 of the Articles of Association, the basic principles of the Company's profit distribution are as follows: The "distributable profits” means the Company's after-tax profits less the provisions for losses and the allocations to statutory funds that the Company is required to make. 2. At no time during the Reporting Period had the Company authorized its Directors, Supervisors or their respective spouses or children under the age of 18 to benefit by means of the acquisition of shares or debentures of the Company or any of its associated corporations, and no such rights for the acquisition of shares or debentures were exercised by them. 10. PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S SECURITIES the Company has expressly provided in its Articles of Association the level of authority required for approving external guarantees and the approval procedures. 2. the Company's internal control system regarding external guarantees is in compliance with laws, regulations, and the requirements under the “Notice in relation to the Standardization of Capital Flows between Listed Companies and Connected Parties and Issues in relation to External Guarantees Granted by Listed Companies"; and (3) (2) (1) during the Reporting Period, the Company did not provide any external guarantee; Independent Directors of the Company have rendered their independent opinions on the Company's external guarantees, and are of the view that: 19. MATERIAL GUARANTEES Report of the Board of Directors China Life Insurance Company Limited Annual Report 2014 33 33 No management or administration contracts for the whole or substantial part of any business of the Company were entered into during the Reporting Period. 18. MANAGEMENT CONTRACTS According to the Articles of Association and relevant PRC laws, there is no provision for any pre-emptive rights of the shareholders of the Company. At present, the Company does not have any arrangement for share options. 17. PRE-EMPTIVE RIGHTS AND ARRANGEMENTS ON SHARE OPTIONS As at the end of the Reporting Period, none of the Directors, Supervisors and the chief executive of the Company had any interests or short positions in the shares, underlying shares or debentures of the Company or its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the "SFO")) that were required to be recorded in the register of the Company required to be kept pursuant to Section 352 of the SFO or which had to be notified to the Company and the HKSE pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code”) as set out in Appendix 10 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules"). In addition, the Board has created a code of conduct in relation to the sale and purchase of the Company's securities by Directors and Supervisors, which is no less stringent than the Model Code. Upon specific inquiry by the Company, the Directors and Supervisors have confirmed observation of the Model Code and the Company's own code of conduct in the year of 2014. During the Reporting Period, the Company and its subsidiaries did not purchase, sell or redeem any of the Company's listed securities. 11. H SHARE STOCK APPRECIATION RIGHTS No H Share Stock Appreciation Rights of the Company were granted or exercised in 2014. The Company will deal with such rights and related matters in accordance with PRC governmental policy. 32 China Life Insurance Company Limited Annual Report 2014 Report of the Board of Directors INFORMATION OF TAX DEDUCTION FOR HOLDERS OF LISTED SECURITIES Shareholders are taxed and/or enjoy tax relief for the dividend income received from the Company in accordance with the “Individual Income Tax Law of the People's Republic of China”, the “Enterprise Income Tax Law of the People's Republic of China”, and relevant administrative rules, governmental regulations and guiding documents. Please refer to the announcement published by the Company on the website of the SSE on 18 June 2014 for the information on income tax in respect of the dividend distributed to A Share shareholders during the Reporting Period, and the announcements published by the Company on the HKExnews website of the Hong Kong Exchanges and Clearing Limited on 29 May 2014 for the information on income tax in respect of the dividend distributed to H Share shareholders during the Reporting Period. 12. DAY-TO-DAY OPERATIONS OF THE BOARD 13. DIRECTORS' AND SUPERVISORS' SERVICE CONTRACTS None of the Directors or Supervisors has entered into any service contract with the Company and its subsidiaries that are not terminable within one year or can only be terminated by the Company with payment of compensation (other than statutory compensation). 14. DIRECTORS' AND SUPERVISORS' INTERESTS IN MATERIAL CONTRACTS None of the Directors or Supervisors is or was materially interested, directly or indirectly, in any contracts of significance entered into by the Company or its controlling shareholders or any of their respective subsidiaries at any time during the Reporting Period. 15. DIRECTORS' AND SUPERVISORS' RIGHTS TO ACQUIRE SHARES 16. DISCLOSURE OF INTERESTS OF DIRECTORS, SUPERVISORS AND THE CHIEF EXECUTIVE IN THE SHARES OF THE COMPANY Details of the Board meetings and the Board's performance of its duties during the Reporting Period are set out in the section headed "Corporate Governance" in this annual report. 3. 1.4 Conditions for and percentage of distribution of cash dividends: If the Company makes profits in a given year and the cumulative undistributed profit is positive, the Company shall distribute dividends in the form of cash and the cumulative profits distributed in cash over the past three years by the Company shall be no less than thirty percent (30%) of the average annual distributable profits. If the Company's solvency ratio is less than a hundred percent (100%) of the regulatory requirement, the Company shall not distribute profits to its shareholders. If the Company's solvency ratio is less than one hundred and fifty percent (150%) of the regulatory requirement, the lower of the following two factors shall be the basis for profit distribution: (i) the distributable profit as ascertained under the Accounting Standards for Business Enterprises; (ii) the residual overall income ascertained pursuant to the preparation rules of the Company's solvency report. Percentage of amount of cash dividends in net profit attributable to equity holders of the Company dividends were in the consolidated Amount of cash dividends (including tax) distributed statements 11,306 32,211 35% 8,479 24,765 34% 3,957 11,061 20. RESPONSIBILITY STATEMENT OF DIRECTORS ON FINANCIAL REPORTS The total amount of charitable donations made by the Company during the Reporting Period was approximately RMB97 million. CHARITABLE DONATIONS Details of the reserves of the Company are set out in Note 35 in the Notes to the Consolidated Financial Statements in this annual report. RESERVES The changes in accounting estimates and assumptions of the Company during the Reporting Period are set out in Note 3 in the Notes to the Consolidated Financial Statements in this annual report. Unit: RMB million CHANGES IN ACCOUNTING ESTIMATES AND ASSUMPTIONS 5. 4. Report of the Board of Directors China Life Insurance Company Limited Annual Report 2014 31 36% 6. equity holders of the Company in the consolidated statements for the year in which Net profit attributable to 3.0 In accordance with the profit distribution plan for the year 2014 approved by the Board on 24 March 2015, with the appropriation to its discretionary surplus reserve fund of RMB3,160 million (10% of the net profit for 2014), the Company, based on 28,264,705,000 shares in issue, proposed to distribute cash dividends amounting to RMB11,306 million to all shareholders of the Company at RMB0.40 per share (inclusive of tax). The foregoing profit distribution plan is subject to the approval by the 2014 Annual General Meeting to be held on 28 May 2015 (Thursday). Dividends payable to domestic shareholders are declared, valued and paid in RMB. Dividends payable to shareholders of the Company's foreign-listed shares are declared and valued in RMB and paid in the currency of the jurisdiction in which the foreign-listed shares are listed (if the Company is listed in more than one jurisdiction, dividends shall be paid in the currency of the Company's principal jurisdiction of listing as determined by the Board). The Company shall pay dividends to shareholders of foreign-listed shares in conformity with PRC regulations on foreign exchange control. If no such regulations are in place, the applicable exchange rate is the average closing rate published by the People's Bank of China one week before the declaration of the distribution of dividends. of 2014 year 2. Profit distribution plan or public reserves capitalization plan for the 1. No public reserve capitalization is provided for in the profit distribution plan for the current financial Report of the Board of Directors (IV) Profit distribution plan and public reserves capitalization plan 30 The Company's profit distribution proposal shall be reviewed by the Board of Directors. The Board of Directors shall have a sufficient discussion of the reasonableness of the profit distribution proposal. After the Company's Independent Directors give their independent opinions and a specific resolution regarding this proposal is reached, the proposal shall be submitted to the Company's general meeting for approval. In reviewing the profit distribution proposal, the Company shall provide Internet-based voting mechanism to the shareholders. When deliberating on specific cash dividend proposal by the Company's general meeting, the Company shall make active communication with shareholders, especially small and medium- sized shareholders, through various channels. The Company shall also fully solicit opinions and appeals from small- and medium-sized shareholders, and give timely reply to concerns of small- and medium-sized shareholders. (III) In accordance with Article 213 of the Articles of Association, the procedures of reviewing the Company's profit distribution proposal is as follows: above are satisfied. Conditions for distribution of share dividends: If the Company's operation is sound and the Board of Directors is of the opinion that share dividends distribution is in the interest of all the Company's shareholders since the Company's stock price does not match the Company's share capital, the Company may propose a share dividends distribution plan if the conditions for cash dividends listed China Life Insurance Company Limited Annual Report 2014 Profit distribution modes: The Company may distribute dividends in the form of cash or shares or a combination of cash and shares. If practicable, the Company may distribute interim dividends. The Company's dividends shall not bear interest, save in the case the Company fails to distribute the dividends to the shareholders on the day when dividends were due to have been distributed. year. The dividend distribution of the Company for the recent 3 years is as follows: 4.0 ten shares (RMB) Amount of dividends per Number of bonus stocks per ten shares (shares) ten shares (shares) capital per The profit distribution policy of the year complied with the Articles of Association and the examination and approval procedures of the Company, clearly defined the dividend distribution standards and percentage and the decision-making procedures and system. Small- and medium-sized shareholders of the Company have sufficient opportunities to express their opinions and appeals, and their legitimate rights have been well protected. The Independent Directors diligently considered the profit distribution policy and expressed their independent opinion in this regard. into share (including tax) 2012 2013 2014 dividends were distributed Year in which Transfer of public reserve The Directors are responsible for overseeing the preparation of the financial report for each financial period which gives a true and fair view of the Company's financial position, performance results and cash flow for that period. To the best knowledge of the Directors, there was no material event or condition during the Reporting Period that might have a material adverse effect on the continuing operation of the Company. PROPERTY, PLANT AND EQUIPMENT In accordance with the requirements of the “Standard Regulations on Corporate Internal Control”, the Board conducted an assessment on internal control relating to the Company's financial reporting functions, and confirmed that its internal control was effective as at 31 December 2014. INDEPENDENT OPINION OF THE SUPERVISORY COMMITTEE ON CERTAIN MATTERS 2. Report of the Supervisory Committee China Life Insurance Company Limited Annual Report 2014 37 Strengthening training and enhancing duty performance of the Supervisors. The Supervisors actively participated in the training courses on the latest regulatory regime and industrial development organized by the Company and presented by lawyers and experts, and also attended the training courses organized by the regulatory authorities. The Company organized the training courses on the latest regulatory regime and industrial development presented by lawyers, auditors and external experts for all Supervisors of the Supervisory Committee. Pursuant to the regulatory requirements, the Company also organized training courses on anti-money laundering for all Supervisors of the Supervisory Committee with the aim of enabling Supervisors to understand the latest laws and regulations governing anti-money laundering. Certain Supervisors attended the “Advanced Study Course on the Regulation of Overseas-Listed Chinese Companies and Enterprises" organized by the Hong Kong Institute of Chartered Secretaries in Hong Kong. Through participating these internal and external training activities organized by the Company, the Supervisors further solidified the foundation of corporate governance theory and professional experience. 1. Conducting on-site visits and research activities to further broaden the basis for discharge of duties by the Supervisory Committee. In accordance with the 2014 investigation and research work plan of the Supervisory Committee, all members of the Supervisory Committee carried out investigation and research on Guizhou Branch of the Company with the aim of supervising and deeply understanding the business development and operation of the branch and its implementation of the budget and indicators formulated by the headquarter, the branch's role and competitiveness in the local insurance market, internal control and compliance, internal supervision and risk control, sales channels and team building. Ms. Xia Zhihua, the Chairperson of the Supervisory Committee, and certain other Supervisors of the Supervisory Committee conducted investigation and research on the supervisory committee of China Minsheng Bank to fully understand the issues such as the responsibilities of the supervisory committee of a bank, establishment of the rules and policies of the supervisory committee, and evaluation on the supervisory committee's discharge of its duties and responsibilities, and to explore the theories and practices of the performance of the supervisory committee. All Supervisors of the Supervisory Committee also went to Hubei, Chongqing, Gansu and Qingdao, etc. to conduct on-site visits and research on the issues including business development, internal control and compliance, risk management, market competition and team building of local branches, which has further enriched the experience of the Supervisory Committee in discharging its duties and responsibilities and enabled the Supervisory Committee to better exercise its role of supervision. 4. Report of the Supervisory Committee China Life Insurance Company Limited Annual Report 2014 36 Attending and participating in corporate governance meetings and actively exercising their supervisory role. In 2014, the Supervisory Committee attended the 2013 Annual General Meeting, the First Extraordinary General Meeting 2014 and the Second Extraordinary General Meeting 2014 of the Company, and participated in the regular meetings of the Board. All members of the Supervisory Committee participated in the meetings of the Nomination and Remuneration Committee, the Risk Management Committee, and the Strategy and Investment Decision Committee, respectively, in accordance with the work allocation among Supervisors determined by the Supervisory Committee, with a focus on the meetings of the Audit Committee. By attending these meetings, all Supervisors diligently discharged their duties, oversaw the procedures for convening meetings, carefully listened to the matters considered at the meetings, and participated in discussions when necessary, thus bringing positive effects on further enhancement of corporate governance. Attending meetings of the Supervisory Committee and diligently discharging their duties. Pursuant to the regulatory requirements of the jurisdictions where the Company is listed, the Articles of Association and the Procedural Rules for Supervisory Committee Meetings, and in accordance with the work arrangement of the Supervisory Committee, the Supervisory Committee convened its regular meetings in a timely manner, at which it considered and approved proposals in relation to the Company's financial reports, periodic reports, internal control, and risk management. In 2014, the fourth session of the Supervisory Committee held 6 meetings, at which the Supervisors earnestly expressed their views, actively participated in discussions and diligently discharged their duties, thereby providing valuable advice for the business development of the Company. 5. Currently, the fourth session of the Supervisory Committee comprises Ms. Xia Zhihua, Mr. Shi Xiangming, Ms. Yang Cuilian, Mr. Li Xuejun and Ms. Xiong Junhong, with Ms. Xia Zhihua acting as the Chairperson of the Supervisory Committee. Of the members of the Supervisory Committee, Ms. Xia Zhihua, Mr. Shi Xiangming and Ms. Xiong Junhong are Non Employee Representative Supervisors, and Ms. Yang Cuilian and Mr. Li Xuejun are Employee Representative Supervisors. 2. 4. 7. 21. BOARD'S STATEMENT ON INTERNAL CONTROL 24 March 2015 Beijing, China Chairperson of the Supervisory Committee Xia Zhihua 3. By Order of the Supervisory Committee Internal control system and self-evaluation report on internal control. During the Reporting Period, the Company sought to improve its internal control system, and continued to improve the effectiveness of such system. The Supervisory Committee of the Company reviewed the self-evaluation report on the Company's internal control systems and did not raise any objection against the self-evaluation report of the Board regarding the Company's internal control systems. Connected transactions. During the Reporting Period, the connected transactions of the Company were on commercial terms. The Supervisory Committee is not aware of any acts harming the interests of the Company. Acquisition and sale of assets. During the Reporting Period, the prices for acquisition and sale of assets were fair and reasonable. The Supervisory Committee is not aware of any insider trading, any acts harming the interests of shareholders or incurring any loss to the Company's assets. The authenticity of the financial report. The Company's annual financial report truly and completely reflected the Company's financial position and operating results. Ernst & Young Hua Ming LLP and Ernst & Young have performed audits and have issued unqualified auditors' reports for the year ended 2014 in accordance with the China Standards on Auditing of PRC Certified Public Accountants and the International Standards on Auditing, respectively. The Company's operational compliance with the law. During the Reporting Period, the Company's operations were in compliance with the law. The Company's operations and decision-making procedures were in compliance with the Company Law and the Articles of Association. All Directors and senior management of the Company maintained strict principles of diligence and integrity and performed their duties conscientiously. The Supervisory Committee is not aware of any of them having violated any law, regulation, or any provision in the Articles of Association or harmed the interests of the Company in the course of discharging their duties. 5. 38 3. During the Reporting Period, the Supervisory Committee of the Company performed its supervisory duties in a diligent manner in accordance with the requirements of the Company Law, the Articles of Association and the Procedural Rules for Supervisory Committee Meetings. ACTIVITIES OF THE SUPERVISORY COMMITTEE PricewaterhouseCoopers Zhong Tian Certified Public Accountants Limited Company and PricewaterhouseCoopers, the PRC auditor and the international auditor of the Company for the year 2012, retired as the auditors of the Company upon expiration of their term of office at the close of the 2012 Annual General Meeting. Resolutions were passed at the 2013 Annual General Meeting to engage Ernst & Young Hua Ming LLP and Ernst & Young as the PRC and international auditors of the Company for the year 2014, respectively. Ernst & Young Hua Ming LLP and Ernst & Young have been serving as the Company's auditors for two consecutive years. 25. AUDITORS Report of the Board of Directors China Life Insurance Company Limited Annual Report 2014 34 Period. Remuneration paid by the Company to the auditors is subject to approval by the shareholders' general meeting, pursuant to which the Board is authorized to determine the amount and make payment. Audit fees paid by the Company to the auditors will not affect the independence of the auditors. The Company has applied the principles of the Corporate Governance Code (the “CG Code”) as set out in Appendix 14 to the Listing Rules, and has complied with all code provisions of the CG Code during the Reporting Based on the information publicly available to the Company and within the knowledge of the Directors as at the Latest Practicable Date (24 March 2015), not less than 25% of the issued share capital of the Company (being the minimum public float applicable to the shares of the Company) was held in public hands. SUFFICIENCY OF PUBLIC FLOAT During the Reporting Period, the gross written premiums received from the Company's five largest customers accounted for less than 30% of the Company's gross written premiums for the year. 2. 23 22. MAJOR CUSTOMERS 24. COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE Remuneration paid by China Life Insurance Company Limited to the auditors in 2014 was as follows: 34 Fees (RMB million) Ms. Xiong Junhong, Ms. Yang Cuilian, Ms. Xia Zhihua, Mr. Shi Xiangming, Mr. Li Xuejun From left to right: Service/Nature 1. Report of the Supervisory Committee China Life Insurance Company Limited Annual Report 2014 Beijing, China 24 March 2015 By Order of the Board Yang Mingsheng Chairman 1. A resolution for the re-appointment of Ernst & Young Hua Ming LLP and Ernst & Young as the PRC and international auditors of the Company for the year 2015 will be proposed by the Board of Directors at the forthcoming 2014 Annual General Meeting to be held on 28 May 2015. 10.70 42.80 Internal control audit fee Financial report audit fee 35 ASSET TRANSACTIONS, MERGERS AND ACQUISITIONS DURING THE REPORTING PERIOD During the Reporting Period, the Company was not involved in claims, debt transactions or guarantees with connected parties outside the course of its business. (III) Statement on Claims, Debt Transactions and Guarantees etc. with Connected Parties outside the Course of its Business Of the above connected transactions, the transactions in relation to the acquisition of properties from CLI, the capital injection to CLP&C and the investment in the trust scheme by each of the Company, CLIC and CLP&C were subject to reporting and announcement requirements but were exempt from independent shareholders' approval requirements pursuant to Rule 14A.76(2) of the Listing Rules. The transaction of the capital injection to CLP&C was submitted to the 2013 Annual General Meeting for shareholders' approval pursuant to the aggregation principles of the SSE Listing Rules. The Company has complied with the disclosure requirements under Chapter 14A of the Listing Rules in respect of such connected transactions. As approved at the seventeenth meeting of the fourth session of the Board, the Company, CLIC and CLP&C (each as the principal and beneficiary) agreed to subscribe for, through AMC (as the authorized agent), the trust units under the trust scheme established by Shanghai International Trust Co., Ltd. (“Shanghai Trust”, as the trustee), and the Company, CLIC and CLP&C entered into subscription risk statements with Shanghai Trust, respectively. In September 2014, CLIC and CLP&C subscribed for 3 billion and 1 billion trust units of RMB1 each issued by Shanghai Trust under Phase I of the trust scheme at RMB3 billion and RMB1 billion, respectively. On 5 December 2014, the Company fulfilled its subscription obligation by subscribing for 5.96 billion trust units of RMB1 each issued by Shanghai Trust under Phase II of the trust scheme at RMB5.96 billion. The trust funds under the trust scheme is RMB10 billion in total, which shall be used for the provision of loans to China Huarong Asset Management Co., Ltd. (“Huarong Asset”), and such loans shall only be applied to Huarong Asset's non-performing assets business that is operated within the business scope of Huarong Asset and in compliance with applicable laws and regulations. Idle funds (including gains derived from the trust) shall only be deposited into banks. The trust scheme is expected to have a term of not more than 72 months. Shanghai Trust shall distribute trust benefits to the beneficiaries out of the trust assets after deduction of trust costs and other liabilities. The trust benefits to be distributed by Shanghai Trust to the beneficiaries are mainly derived from the principal of the loan and any interests accrued thereon to be repaid by Huarong Asset. Investment in Trust Scheme 4. China Life Insurance Company Limited Annual Report 2014 Significant Events 46 As approved at the eleventh meeting of the fourth session of the Board and the 2013 Annual General Meeting, the Company entered into the "Capital Injection Contract of China Life Property and Casualty Insurance Company Limited" with CLIC and CLP&C on 9 June 2014, whereby the Company and CLIC agreed to inject further capital into CLP&C by subscription of 2.8 billion shares and 4.2 billion shares at RMB1.00 per share, respectively. The amounts of the capital injection by the Company and CLIC were RMB2.8 billion and RMB4.2 billion, respectively, representing 40% and 60% of the increased registered capital of CLP&C, respectively. On 7 July 2014, the CIRC approved CLP&C's application for the change of its registered capital. Upon completion of the capital injection, the aggregate investment of the Company in CLP&C amounts to RMB6 billion, and CLP&C continues to be held as to 60% and 40% by CLIC and the Company, respectively. Entrustment of Enterprise Annuity Funds and Account Management Agreement On 27 July 2009, the Company, CLIC and AMC entered into the “Entrustment of Enterprise Annuity Funds and Account Management Agreement of China Life Insurance (Group) Company" with Pension Company. The agreement was valid for three years from the date on which the entrusted funds were transferred into a special entrustment account. As the trustee and account manager, Pension Company provided trusteeship and account management services for the enterprise annuity funds of the Company, CLIC and AMC, and charged trustee management fees and account management fees in accordance with the agreement. The agreement expired on 1 December 2012. As approved at the fourth meeting of the fourth session of the Board, the Company, CLIC, AMC and Pension Company renewed the agreement in the form of memorandum for one year up to 1 December 2013. The Company, CLIC, AMC and Pension Company entered into a new “Entrustment of Enterprise Annuity Funds and Account Management Agreement of China Life Insurance (Group) Company (including Supplemental Provisions in relation to Account Management and Investment Management)" on 22 March 2014 with a term from 2 December 2013 to 31 December 2016. At present, the Pension Company is registering the contract in accordance with the regulations of the Ministry of Human Resources and Social Security of the PRC. Capital Injection to CLP&C During the Reporting Period, the Company did not undertake any material asset transaction, merger and acquisition. 3. 47 Given that the change of ownership of the above two properties and related land use rights were directed by the co-owners, and all formalities in relation to the change of ownership were proceeded slowly due to reasons such as issues rooted in history and government approvals, CLIC, the controlling shareholder of the Company, made further commitment as follows: CLIC will assist the Company in completing, and urge the co-owners to complete, the formalities in relation to the change of ownership in respect of the above two properties and related land use rights as soon as possible. If the formalities cannot be completed due to the reasons of the co-owners, CLIC will take any other legally practicable measures to resolve the issue and will bear any potential losses suffered by the Company as a result of the defective ownership. Significant Events On 27 June 2012, the Company and CLI entered into the "Property Transfer Framework Agreement", which was for a term of three years. Pursuant to the framework agreement, the Company proposed to acquire from CLI properties for use by the Company's branches as office premises, which consist of 1,198 properties with a total gross floor area of approximately 803,424.09 square meters. The properties shall be transferred in batches with standalone agreement to be entered into for each transfer. The actual purchase price of each property shall be valued and determined by the qualified intermediaries agreed upon by the parties with reference to prevailing market price. The total consideration for the property purchase is expected to be no more than RMB1.7 billion. The parties shall cooperate with each other to complete the transfer of ownership and deliver the properties if standalone property transfer agreements in respect of such properties have been signed prior to the expiry of the framework agreement. The parties shall not transfer any properties under the framework agreement if standalone property transfer agreements in respect of such properties have not been signed prior to the expiry of the framework agreement. 48 The Company's Shenzhen Branch and the other co-owners of the properties have issued a letter to the governing department of the original owner of the properties in respect of the confirmation of ownership of the properties, requesting it to report the ownership issue to the State-owned Assets Supervision and Administration Commission of the State Council ("SASAC"), and requesting the SASAC to confirm the respective shares of each co-owner in the properties and to issue written documents in this regard to the department of land and resources of Shenzhen, so as to assist the Company and the other co-owners to complete the formalities in relation to the division of ownership of the properties. CLIC strictly followed these commitments. As at the end of the Reporting Period, save for the two properties and related land of the Company's Shenzhen Branch, the ownership registration formalities of which had not been completed due to historical reasons, all other formalities in relation to the change of land and property ownership had been completed. The Shenzhen Branch of the Company continues to use such properties and land, and no other parties have questioned or hindered the use of such properties and land by the Company. Prior to the listing of the Company's A Shares (30 November 2006), land use rights were injected by CLIC into the Company during its reorganization. Out of these, four pieces of land (with a total area of 10,421.12 square meters) had not had its formalities in relation to the change of ownership completed. Further, out of the properties injected into the Company, there were six properties (with a gross floor area of 8,639.76 square meters) in respect of which the formalities in relation to the change of ownership had not been completed. CLIC undertook to complete the above-mentioned formalities within one year of the date of listing of the Company's A Shares, and in the event such formalities could not be completed within such period, CLIC would bear any potential losses to the Company in relation thereto. UNDERTAKINGS OF THE COMPANY OR SHAREHOLDERS HOLDING MORE THAN 5% OF THE SHARE CAPITAL OF THE COMPANY WHICH ARE EITHER GIVEN OR EFFECTIVE DURING THE REPORTING PERIOD China Life Insurance Company Limited Annual Report 2014 Except otherwise disclosed in this annual report, the Company had no other material contracts during the Reporting Period. 3. 2. MATERIAL CONTRACTS AND THE PERFORMANCE OF MATERIAL CONTRACTS During the Reporting Period, the Company neither acted as trustee, contractor or lessee of other companies' assets, nor entrusted, contracted or leased its assets to other companies, the profit or loss from which accounted for 10% or more of the Company's profits for the Reporting Period. 1. 5. 4. The Company neither gave external guarantees nor provided guarantees to its subsidiaries during the Reporting Period. Acquisition of Properties from CLI Significant Events 2. The Board has received a comfort letter from the auditor of the Company with respect to the above continuing connected transactions which were subject to reporting, announcement and/or independent shareholders' approval requirements, and the letter stated that during the Reporting Period: Confirmation by auditor For the year ended 31 December 2014, the subscription price for the fund products was RMB720.00 million, the redemption price for the fund products was RMB726.45 million, the subscription fee for the fund products was RMB0 million, the redemption fee for the fund products was RMB0 million, the sales commission fee and client maintenance fee paid by AMP was RMB0 million, and the fees for other daily transactions was RMB0.02 million. Significant Events China Life Insurance Company Limited Annual Report 2014 44 (1) nothing has come to the auditors' attention that causes them to believe that the disclosed continuing connected transactions have not been approved by the Company's Board of Directors; As approved at the thirteenth meeting of the fourth session of the Board and the 2013 Annual General Meeting, CLP&C and AMP entered into the “Cooperation Framework Agreement" on 6 June 2014. The agreement became effective upon signing by the parties and will expire on 31 December 2016. Pursuant to the agreement, CLP&C and AMP will enter into certain daily transactions, including subscription and redemption of fund products, sales agency services and other daily transactions permitted by laws and regulations. Pricing of the transactions under the agreement shall be determined by the parties through arm's length negotiations with reference to the industry practices. For the three years ending 31 December 2016, the annual caps of the subscription price for the fund products are RMB5,000 million, RMB10,000 million and RMB10,000 million, respectively; the annual caps of the redemption price for the fund products are RMB5,000 million, RMB10,000 million and RMB10,000 million, respectively; the annual caps of the subscription fee for the fund products are RMB50 million, RMB100 million and RMB100 million, respectively; the annual caps of the redemption fee for the fund products are RMB50 million, RMB100 million and RMB100 million, respectively; the annual caps of the sales commission fee and client maintenance fee payable by AMP are RMB50 million, RMB100 million and RMB100 million, respectively; and the annual caps of the fees for other daily transactions are RMB50 million, RMB100 million and RMB100 million, respectively. For the year ended 31 December 2014, the subscription price and corresponding subscription fee for the subscription of fund products was RMB4,380.23 million, and the redemption price and corresponding redemption fee for the redemption of fund products was RMB3,927.47 million. As approved at the thirteenth meeting of the fourth session of the Board and the 2013 Annual General Meeting, CLIC and AMP entered into the "Framework Agreement in relation to Subscription and Redemption of Fund Products" on 30 May 2014. The agreement became effective upon signing by the parties and will expire on 31 December 2016. Pursuant to the agreement, CLIC and AMP will enter into transactions in relation to the subscription and redemption of fund products. Pricing of the transactions under the agreement shall be determined by the parties through arm's length negotiations with reference to the industry practices. For the three years ending 31 December 2016, the annual caps of the subscription price and corresponding subscription fee for the subscription of fund products are RMB5,000 million, RMB10,000 million and RMB10,000 million, respectively; and the annual caps of the redemption price and corresponding redemption fee for the redemption of fund products are RMB5,000 million, RMB10,000 million and RMB10,000 million, respectively. (3) Framework Agreement between CLIC and AMP For the year ended 31 December 2014, the subscription price and corresponding subscription fee for the subscription of fund products was RMB0 million, the redemption price and corresponding redemption fee for the redemption of fund products was RMB0 million, the sales commission fee and client maintenance fee paid by AMP was RMB0 million, and the fees for other daily transactions was RMB0 million. China Life Insurance Company Limited Annual Report 2014 43 (4) Framework Agreement between CLP&C and AMP (2) for transactions involving the provision of goods or services by the Company, nothing has come to the auditors' attention that causes them to believe that the transactions were not, in all material respects, in accordance with the pricing policies of the Company; (3) nothing has come to the auditors' attention that causes them to believe that the transactions were not entered into, in all material respects, in accordance with the relevant agreements governing such transactions; and 1. (II) Other Major Connected Transactions Significant Events China Life Insurance Company Limited Annual Report 2014 45 the amounts of the above transactions have not exceeded the relevant annual caps. (4) the transactions were entered into in accordance with the agreements governing those continuing connected transactions; and (3) (2) the transactions were conducted either on normal commercial terms or on terms that are fair and reasonable so far as the Company's independent shareholders are concerned; (1) the transactions were entered into in the ordinary and usual course of business of the Company; The Company's Independent Directors have reviewed the above continuing connected transactions which were subject to reporting, announcement and/or independent shareholders' approval requirements, and confirmed that: Confirmation by Independent Directors announcements. (4) nothing has come to the auditors' attention that causes them to believe that the disclosed continuing connected transactions have exceeded the maximum aggregate annual value disclosed in the previous 3. million and RMB100 million, respectively; and the annual caps of the fees for other daily transactions are RMB50 million, RMB100 million and RMB100 million, respectively. by the CIRC and in accordance with the requirements of applicable laws and regulations and the investment guidelines of the Company. The entrusted assets include equity interests, real properties, related financial products and securitization financial products. The Company will pay CLI the investment management service fee and performance incentive fee in respect of the investment and management services provided by CLI to the Company. For the year ending 31 December 2015, the investment management service fee and the performance incentive fee payable by the Company to CLI will not exceed RMB500 million. The contractual amount of the assets entrusted by the Company to CLI for investment and management will not exceed RMB150 billion or its equivalent in foreign currency (including the contractual amount already entrusted prior to the execution of the agreement and the contractual amount to be entrusted during the term of the agreement) as at the expiry date of the agreement. The aforesaid contractual amount shall include the contractual amount of the assets entrusted by the Company in its co-investment with CLIC and CLP&C, which shall not exceed RMB40 billion or its equivalent in foreign currency. The co-investments of the Company, CLIC and CLP&C shall be limited to cash contribution at the same price in the same related financial products and securitization financial products, and the benefits enjoyed by each of them shall be in proportion to their respective investment amount. (2) Framework Agreement between Pension Company and AMP (1) Asset Management Agreement between the Company and AMC Asset Management Agreements For the year ended 31 December 2014, the service fee paid by CLIC to the Company amounted to RMB987 million. The Company and CLIC have from time to time entered into policy management agreements since 30 September 2003. The Company and CLIC entered into the 2011 confirmation letter on 15 December 2011, pursuant to which both parties confirmed the renewal of the policy management agreement for three years from 1 January 2012 to 31 December 2014. Pursuant to the policy management agreement, the Company agreed to provide policy administration services to CLIC relating to the non-transferred policies. The Company acts as a service provider under the agreement and does not acquire any rights or assume any obligations as an insurer under the non-transferred policies. For details as to the method of calculation of the service fee, please refer to Note 33 in the Notes to the Consolidated Financial Statements. The annual cap for each of the three years ended 31 December 2014 is RMB1,188 million. The Company and CLIC entered into the 2015 policy management agreement on 29 December 2014, with a term from 1 January 2015 to 31 December 2017. Pursuant to the 2015 policy management agreement, the Company will continue to accept CLIC's entrustment to provide policy administration services relating to the non-transferred policies. The annual cap for each of the three years ending 31 December 2017 is RMB1,037 million. 2. Policy Management Agreement 1. Significant Events China Life Insurance Company Limited Annual Report 2014 39 Since 30 November 2003, the Company has from time to time entered into asset management agreements with AMC. The renewed asset management agreement between the parties expired on 31 December 2012. On 27 December 2012, the Company entered into the 2012 asset management agreement with AMC, which was for a term of two years effective from 1 January 2013 and has been extended to 31 December 2015 pursuant to the automatic renewal clause. Pursuant to the 2012 asset management agreement, AMC agreed to invest and manage assets entrusted to it by the Company, on a discretionary basis, within the scope granted by the Company and in accordance with the requirements of applicable laws and regulations and the investment guidelines given by the Company. In consideration of AMC's services in respect of investing and managing various categories of assets entrusted to it by the Company under the agreement, the Company agreed to pay AMC a service fee. For details as to the method of calculation of the asset management fee, please refer to Note 33 in the Notes to the Consolidated Financial Statements. The annual cap for each of the three years ending 31 December 2015 is RMB1,200 million. The Company has complied with the disclosure requirements under Chapter 14A of the Listing Rules in respect of the above continuing connected transactions (except those fully exempted continuing connected transactions as mentioned above). When conducting the above continuing connected transactions during the year, the Company has followed the pricing policies and guidelines formulated at the time when such transactions were entered into. During the Reporting Period, the Company also entered into certain continuing connected transactions, including the asset management agreement between CLIC and AMC and the 2013 asset management agreement for alternative investments between the Company and China Life Investment Holding Company Limited ("CLI"), which were exempt from reporting, announcement, annual review and independent shareholders' approval requirements under Chapter 14A of the Listing Rules. CLI is a wholly-owned subsidiary of CLIC and is therefore a connected person of the Company. During the Reporting Period, the following continuing connected transactions were carried out by the Company under Chapter 14A of the Listing Rules, including the framework agreements entered into by China Life AMP Asset Management Co., Ltd. (“AMP") with the Company, Pension Company, CLIC and CLP&C, respectively. These continuing connected transactions were subject to reporting, announcement, annual review and independent shareholders' approval requirements under the Listing Rules. AMP is a non- wholly owned subsidiary of AMC and is therefore a connected person of the Company. (I) Continuing Connected Transactions II. MAJOR CONNECTED TRANSACTIONS During the Reporting Period, the Company was not involved in any material litigation, arbitration or matter generally enquired by media. MATERIAL LITIGATIONS, ARBITRATIONS AND MATTERS GENERALLY ENQUIRED BY MEDIA I. Significant Events China Life Insurance Company Limited Annual Report 2014 As approved at the thirteenth meeting of the fourth session of the Board and the 2013 Annual General Meeting, Pension Company and AMP entered into the "Framework Agreement in relation to Subscription and Redemption of Fund Products, Sale of Funds and Other Daily Transactions" on 4 September 2014. The agreement became effective upon signing by the parties and will expire on 31 December 2016. Pursuant to the agreement, Pension Company and AMP will enter into certain daily transactions, including subscription and redemption of fund products, sales agency services and other daily transactions permitted by laws and regulations. Pricing of the transactions under the agreement shall be determined by the parties through arm's length negotiations with reference to the industry practices. For the three years ending 31 December 2016, the annual caps of the subscription price and corresponding subscription fee for the subscription of fund products are RMB5,000 million, RMB10,000 million and RMB10,000 million, respectively; the annual caps of the redemption price and corresponding redemption fee for the redemption of fund products are RMB5,000 million, RMB10,000 million and RMB10,000 million, respectively; the annual caps of the sales commission fee and client maintenance fee payable by AMP are RMB50 million, RMB100 In addition, the Company and CLI have entered into the 2015 asset management agreement for alternative investments, which was subject to reporting, announcement and annual review requirements but was exempt from independent shareholders' approval requirements under the Listing Rules. However, such agreement was subject to approval by the shareholders' general meeting of the Company under the SSE Listing Rules. For the year ended 31 December 2014, the Company paid AMC an asset management fee of RMB886 million. During the Reporting Period, the following continuing connected transactions were carried out by the Company pursuant to Rule 14A.76(2) of the Listing Rules, including the policy management agreement between the Company and CLIC, the asset management agreement between the Company and AMC, and the insurance sales framework agreement between the Company and CLP&C. These continuing connected transactions were subject to reporting, announcement and annual review requirements but were exempt from independent shareholders' approval requirements under the Listing Rules. CLIC, the controlling shareholder of the Company, holds 40% of the equity interest of AMC and 60% of the equity interest of CLP&C. Therefore, each of CLIC, AMC and CLP&C constitutes a connected person of the Company. China Life Insurance Company Limited Annual Report 2014 For the year ended 31 December 2014, the subscription price and corresponding subscription fee for the subscription of fund products was RMB11,460.00 million, the redemption price and corresponding redemption fee for the redemption of fund products was RMB4,414.71 million, the sales commission fee and client maintenance fee paid by AMP was RMB0 million, the management fee paid by the Company for the asset management for specific clients was RMBO million, and the fees for other daily transactions was RMB0.47 million. 40 As approved at the thirteenth meeting of the fourth session of the Board and the 2013 Annual General Meeting, the Company and AMP entered into the “Framework Agreement in relation to Subscription and Redemption of Fund Products, Sale of Funds, Asset Management for Specific Clients and Other Daily Transactions" on 30 May 2014. The agreement became effective upon signing by the parties and will expire on 31 December 2016. Pursuant to the agreement, the Company and AMP will enter into certain daily transactions, including subscription and redemption of fund products, sales agency services, asset management for specific clients and other daily transactions permitted by laws and regulations. Pricing of the transactions under the agreement shall be determined by the parties through arm's length negotiations with reference to the industry practices. For the three years ending 31 December 2016, the annual caps of the subscription price and corresponding subscription fee for the subscription of fund products are RMB30,000 million, RMB66,000 million and RMB72,600 million, respectively; the annual caps of the redemption price and corresponding redemption fee for the redemption of fund products are RMB30,000 million, RMB66,000 million and RMB72,600 million, respectively; the annual caps of the sales commission fee and client maintenance fee payable by AMP are RMB100 million, RMB300 million and RMB400 million, respectively; the annual caps of the management fee payable by the Company for the asset management for specific clients are RMB10 million, RMB20 million and RMB20 million, respectively; and the annual caps of the fees for other daily transactions are RMB50 million, RMB100 million and RMB100 million, respectively. (1) Framework Agreement between the Company and AMP Framework Agreements with AMP China Life Insurance Company Limited Annual Report 2014 4. 42 For the year ended 31 December 2014, CLP&C paid the Company an agency service fee of RMB1,013 million. On 18 November 2008, the Company and CLP&C entered into the 2008 insurance sales framework agreement, which expired on 17 November 2011. On 8 March 2012, the Company and CLP&C entered into the 2012 insurance sales framework agreement for a term of two years, which has been extended to 7 March 2015 pursuant to the automatic renewal clause of the agreement. Pursuant to the agreement, CLP&C entrusted the Company to act as an agent to sell selected insurance products within the authorized regions, and agreed to pay an agency service fee to the Company in consideration of the services provided. For details as to the method of calculation of the agency service fee, please refer to Note 33 in the Notes to the Consolidated Financial Statements. The annual caps for the three years ended 31 December 2014 are RMB660 million, RMB1,250 million and RMB1,950 million, respectively. On 8 March 2015, the Company and CLP&C entered into the 2015 insurance sales framework agreement, with a term of two years effective from 8 March 2015. The agreement will automatically be extended for another year after its expiry unless terminated by either party by giving the other party a written notice within 30 days prior to its expiry. Pursuant to the 2015 insurance sales framework agreement, CLP&C continues to entrust the Company to act as an agent to sell selected insurance products within the authorized regions. The annual caps for the three years ending 31 December 2017 are RMB1,386 million, RMB1,738 million and RMB2,222 million, respectively. Insurance Sales Framework Agreement Significant Events 3. For the year ended 31 December 2014, the Company paid CLI an asset management fee of RMB89 million. Significant Events Since 30 November 2003, CLIC has from time to time entered into asset management agreements with AMC. The renewed asset management agreement between the parties expired on 31 December 2011. CLIC and AMC entered into the 2011 asset management agreement on 29 December 2011, which was for a term from 1 January 2012 to 31 December 2014. Pursuant to the 2011 asset management agreement, AMC agreed to invest and manage assets entrusted to it by CLIC, on a discretionary basis, subject to the investment guidelines and instructions given by CLIC. In consideration of AMC's services in respect of investing and managing assets entrusted to it by CLIC under the agreement, CLIC agreed to pay AMC a service fee. For details as to the method of calculation of the asset management fee, please refer to Note 33 in the Notes to the Consolidated Financial Statements. The annual caps for the three years ended 31 December 2014 are RMB300 million, RMB310 million and RMB320 million, respectively. On 31 December 2014, CLIC and AMC entered into the 2015 asset management agreement. The entrustment term is from 1 January 2015 to 31 December 2015. Pursuant to the 2015 asset management agreement, AMC will continue to invest and manage assets entrusted to it by CLIC. The annual cap for the year ending 31 December 2015 is RMB320 million. (2) Asset Management Agreement between CLIC and AMC (3) Asset Management Agreement for Alternative Investments between the Company and CLI On 22 March 2013, the Company and CLI entered into the 2013 asset management agreement for alternative investments. The term of the agreement has been extended to 31 December 2014 pursuant to the automatic renewal clause. Pursuant to the 2013 asset management agreement for alternative investments, CLI agreed to invest and manage assets entrusted to it by the Company, on a discretionary basis, within the scope granted by the Company and in accordance with the requirements of applicable laws and regulations and the investment guidelines given by the Company. The assets under management include equity interests, real properties and related financial products. In consideration of CLI's services in respect of investing and managing various categories of assets entrusted to it by the Company under the agreement, the Company agreed to pay CLI a service fee. For details as to the method of calculation of the asset management fee, please refer to Note 33 in the Notes to the Consolidated Financial Statements. The annual caps for the two years ended 31 December 2014 are RMB150 million and RMB250 million, respectively. For the year ended 31 December 2014, CLIC paid AMC an asset management fee of RMB128 million. As approved at the seventeenth meeting of the fourth session of the Board and the Second Extraordinary General Meeting 2014, the Company and CLI entered into the 2015 asset management agreement for alternative investments on 31 December 2014, with a term of one year from 1 January 2015 to 31 December 2015. Pursuant to the 2015 asset management agreement for alternative investments, CLI will invest and manage assets entrusted to it by the Company, on a discretionary basis, within the scope of utilization of insurance funds as specified 41 China Life Insurance Company Limited Annual Report 2014 Significant Events Company Period in RMB shares held at shares held at during the Reporting paid/fee in paid by the annuity fund Number of Number of during the shareholders the Company_received from and enterprise Reporting provident fund received from emolument Remuneration the beginning the end of the Wan Feng RMB ten Total 10.03 0 0 10 July 2012- Executive Director Male 56 (before tax) ten thousands Reason for changes thousands thousands changes year of the year Previous Position Gender Age Term Name in RMB ten ten thousands Period in RMB Reason for emolument 33.51 Total 26.15 0 Retired due to the attainment of statutory retirement age 90.34 9.37 Note: According to the relevant rules and regulations of China, Mr. Sun Changji and Mr. Tang Jianbang, Independent Directors, did not receive any emoluments from the Company during the Reporting Period. 57 52 China Life Insurance Company Limited Annual Report 2014 Directors, Supervisors, Senior Management and Employees DIRECTORS Mr. Yang Mingsheng, born in 1955, Chinese Mr. Yang became the Chairman and an Executive Director of the Company in May 2012. He has been the Chairman of China Life Insurance (Group) Company since March 2012, the Chairman of China Life Property and Casualty Insurance Company Limited since March 2012, the Chairman of China Life Insurance (Overseas) Company Limited since January 2013, and the Chairman of China Life Asset Management Company Limited since December 2013. Mr. Yang has many years of experience in financial industry. He acted as the Vice Chairman of China Insurance Regulatory Commission from 2007 to 2012, and worked for Agricultural Bank of China from 1980 to 2007, where he held various positions such as the Vice President of Shenyang Branch, Head of Industrial Credit Department and President of Tianjin Branch. He was appointed as the Vice President of Agricultural Bank of China in 1997 and was then promoted to the President of Agricultural Bank of China in 2003. Mr. Yang, a Senior Economist, graduated from the Faculty of Finance of Nankai University, majoring in Monetary Banking with a Master's degree in Economics. Mr. Lin Dairen, born in 1958, Chinese Mr. Lin became an Executive Director of the Company since October 2008, and was appointed as the President of the Company by the Board in March 2014. He served concurrently as a Non-executive Director of China Life Property and Casualty Insurance Company Limited and China Life Pension Company Limited. He served as the Vice President of the Company from 2003 to March 2014, and an Executive Director and the President of China Life Pension Company Limited from November 2006 to March 2014. Mr. Lin graduated with a Bachelor's degree in Medicine from Shandong Province Changwei Medical Institute in 1982. Mr. Lin, a Senior Economist, was awarded special allowance by the State Council. He worked in the life insurance industry for over 33 years and has accumulated extensive experience in operation and management. He is currently the Chairman of the China Life Foundation, Vice Chairman of the Insurance Institute of China and the Insurance Association of China, and the Director of the Life Insurance Committee of the Insurance Association of China. 58 12.93 housing Notes: 2. insurance, Other benefits, social RESIGNATION AND RETIREMENT OF DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT Directors, Supervisors, Senior Management and Employees China Life Insurance Company Limited Annual Report 2014 4. 56 With the approval given at the sixteenth meeting of the fourth session of the Board, Ms. Huang Xiumei was appointed as the Financial Controller of the Company with effect from 19 December 2014. With the approval given at the sixteenth meeting of the fourth session of the Board and the approval from CIRC, Mr. Xu Hengping, Mr. Xu Haifeng, Mr. Li Mingguang and Mr. Yang Zheng were appointed as the Vice President of the Company with effect from 5 November 2014. With the approval given at the twelfth meeting of the fourth session of the Board and the approval from CIRC, Mr. Lin Dairen was appointed as the President of the Company with effect from 29 April 2014. According to the relevant rules and regulations of China, the final amount of emoluments of the Senior Management is currently subject to review and approval. The result of the review will be revealed when the final amount is confirmed. The positions of the members of the Senior Management in this annual report reflect their positions as at the submission date of this annual report. The emoluments are calculated based on their terms of office during the Reporting Period. 5. 4. 3. 1. 19.40 0 President 0 0 Male 52 August 2003-25 Vice President Liu Jiade 29 May 2014 9.91 6.25 6.25 0 0 64 24 July 2012- Male Supervisor 0 9.41 19.32 0 Resigned pursuant to the relevant state policy 13.22 arrangements 0 0 Total April 2014 0 Male 61 August 2008-3 Vice President Zhou Ying March 2014 0 Resigned due to adjustment of work 0 Resigned pursuant to the relevant state policy of China 0 Resigned pursuant to the relevant state policy of China of China Luo Zhongmin 20 October 2014 Director 0 Vice President arrangements 25 March 2014 0 Resigned due to adjustment of work 19.22 9.31 9.91 10 July 2012- Executive Director Female 56 Liu Yingqi 25 March 2014- 5 August 2014 Vice Chairman, Non-executive Director 33.51 Due to adjustment of work arrangements, Mr. Wan Feng tendered his resignation as the President and was re-designated as Non- executive Director. Due to his personal career arrangement, Mr. Wan Feng tendered his resignation as the Vice Chairman and Non- executive Director 25 March 2014 September 2007- January 2006- 25 March 2014 25 March 2014 Independent Director 0 0 0 0 24 July 2012- 68 Male Independent Tang Jianbang 20 October 2014 0 0 0 10 July 2012- Male 72 Sun Changji 58,984,669 Li Mingguang Significant Events Su Hengxuan 0 77.08 37.09 39.99 0 Executive Director 0 56 Male Executive Director Lin Dairen Executive Director 0 Since 10 July 2012 84.84 Male Since 1 July 2014 38.26 18.43 19.83 0 Since 1 July 2014 56 52 Male Miao Ping 0 38.27 18.44 19.83 0 Executive Director 0 40.29 0 Company Period in RMB paid/fee in held at the shares held during the Reporting paid by the Reporting Remuneration shareholders during the annuity fund Number received from the Company of shares Number of 44.55 beginning of at the end of Reason for in RMB ten 0 Male 59 Since 10 July 2012 Chairman Yang Mingsheng (before tax) ten thousands thousands RMB ten thousands the year the year Gender Age Term Position Name ten thousands Period in RMB changes Miao Jianmin Non-executive Director Male 50 0 8.00 0 8.00 Since 20 October 2014 66 Huang Yiping Male Chang Tso Tung Stephen 0 30.00 0 30.00 Since 10 July 2012 Independent Director 68 Independent Director 51 Since 20 October 2014 According to the Procedural Rules for Board of Directors Meetings of China Life Insurance Company Limited, Directors serve for a term of three years and may be re-elected. However, Independent Directors may not serve for more than six years. 1. Notes: 233.88 316.45 0 Male 0 0 8.00 0 8.00 0 0 Total Male Independent Director Anthony Francis Neoh 0 0 0 Since 24 July 2012 59 Male China Life Insurance Company Limited Annual Report 2014 Non-executive Director 80.08 0 0 0 0 Since 10 July 2012 Zhang Xiangxian Wang Sidong Non-executive Director Male 0 32.00 0 32.00 0 0 Since 10 July 2012 65 Male Independent Director Bruce Douglas Moore 76.90 0 Since 24 July 2012 53 and enterprise emolument received from provident fund 2. The Company was not aware of any connected relationship and concerted parties as defined by the "Measures for the Administration of the Takeover of Listed Companies" among the top ten shareholders of the Company. 3. China National Nuclear Corporation and China International Television Corporation became the top 10 shareholders of the Company through the strategic placement during the initial public offering of A shares of the Company in December 2006. The trading restriction period of the shares from the strategic placement was from 9 January 2007 to 9 January 2008. Details of shareholders 2. Information relating to the Controlling Shareholder and Effective Controller HKSCC Nominees Limited is a company that holds shares on behalf of the clients of the Hong Kong stock brokers and other participants of the CCASS system. The relevant regulations of the HKSE do not require such persons to declare whether their shareholdings are pledged or frozen. Hence, HKSCC Nominees Limited is unable to calculate or provide the number of shares that are pledged or frozen. Changes in Share Capital and Shareholders Information China Life Insurance Company Limited Annual Report 2014 or frozen shares pledged Number of Unit: Shares 1. 50 The controlling shareholder of the Company is CLIC, and its relevant information is set out below: Legal representative Insurance services including receipt of premiums and payment of benefits in respect of the in-force life, health, accident and other types of personal insurance business, and the reinsurance business; holding or investing in domestic and overseas insurance companies or other financial insurance institutions; funds management business permitted by national laws and regulations or approved by the State Council of the PRC; other businesses approved by insurance regulatory agencies. 4.6 billion 10002372-8 21 July 2003 (CLIC was formerly known as China Life Insurance Company, a company approved and formed by the State Council in January 1999. With the approval of the CIRC in 2003, China Life Insurance Company was restructured as CLIC.) Yang Mingsheng China Life Insurance (Group) Company Name of company in China or abroad during the Reporting Period Shareholdings in other Future development strategy Main businesses Registered capital Organization code Date of incorporation subsidiaries and affiliates listed 10,984,726 0.04% Overseas legal person 18,452,300 0.07% State-owned legal person China International Television Corporation 20,000,000 0.07% CSOP Asset Management Limited - CSOP State-owned legal person +14,967,002 31,546,972 0.11% State-owned legal person China Securities Finance Corporation Limited +58,984,669 China National Nuclear Corporation Other 0.05% 14,369.446 Platinum Investment Management Company Limited Great Wall Domestic Demand Increase II Stocks Securities Investment Fund +11,112,836 11,112,836 0.04% Other a - Jingshun Agricultural Bank of China -] +13,108,818 13,108,818 0.05% Other National Social Security Fund - Portfolio 116 FTSE China A50 ETF +195,759 The strategy is designed to devote much efforts in consolidating the competitive advantages in its existing principal business including life insurance, asset management, property and casualty insurance, and enterprise annuity by focusing on the core aspects of "development under a group and professional operation” and implementing the strategic measures such as “driven by innovation, principal business upgrade, integrated operation, resources integration, overseas expansion, talent prioritization, technological guidance and cultural navigation”, which enables the Group to grow bigger and stronger. The strategy aims to actively develop new business areas such as non-insurance financial business and internet financial business, which makes such business areas a new growth point for the development of the Group. The strategy intends to develop China Life into a world-class modern financial insurance group by taking further steps to push forward the integrated operation, market-oriented mechanism, management modernization, and business internationalization. 2. As at 31 December 2014, CLIC held 231,141,935 A shares of CITIC Securities Co., Ltd., representing 2.1% of its total shares, and 227,226,064 A shares of China Minsheng Banking Corp., Ltd., representing 0.67% of its total shares. China Life Insurance Company Limited Annual Report 2014 (Note 2): JPMorgan Chase & Co. was interested in a total of 448,698,262 H shares in accordance with the provisions of Part XV of the SFO. Of these shares, J.P. Morgan Securities LLC, J.P. Morgan Clearing Corp, JF Asset Management Limited, J.P. Morgan Investment Management Inc., J.P. Morgan Trust Company of Delaware, J.P. Morgan Whitefriars Inc., J.P. Morgan Securities plc, JPMorgan Chase Bank, N.A. and JPMorgan Asset Management (UK) Limited were interested in 3,630 H shares, 2,353,139 H shares, 6,916,000 H shares, 401,000 H shares, 1,860 H shares, 90,678,761 H shares, 22,279,366 H shares, 325,788,506 H shares and 276,000 H shares respectively. All of these entities are either controlled or indirectly controlled subsidiaries of JPMorgan Chase & Co. (Note 1): BlackRock, Inc. was interested in a total of 532,568,789 H shares in accordance with the provisions of Part XV of the SFO. Of these shares, BlackRock Investment Management, LLC, BlackRock Financial Management, Inc., BlackRock Institutional Trust Company, N.A., BlackRock Fund Advisors, BlackRock Advisors, LLC, BlackRock Japan Co Ltd, BlackRock Asset Management Canada Limited, BlackRock Investment Management (Australia) Limited, BlackRock Asset Management North Asia Limited, BlackRock (Netherlands) B.V., Blackrock Advisors (UK) Limited, BlackRock International Limited, BlackRock Asset Management Ireland Limited, BlackRock (Luxembourg) S.A., BlackRock Investment Management (UK) Ltd, BlackRock Asset Management Deutschland AG, BlackRock Fund Managers Ltd and BlackRock Life Limited were interested in 3,897,305 H shares, 2,181,000 H shares, 110,954,051 H shares, 174,758,000 H shares, 2,062,000 H shares, 7,120,352 H shares, 2,207,480 H shares, 3,217,000 H shares, 54,535,895 H shares, 3,140,000 H shares, 69,371,822 H shares, 4,446,700 H shares, 54,443,186 H shares, 22,665,000 H shares, 12,389,998 H shares, 704,000 H shares, 4,357,000 H shares and 118,000 H shares respectively. All of these entities are either controlled or indirectly controlled subsidiaries of BlackRock, Inc. Changes in Share Capital and Shareholders Information China Life Insurance Company Limited Annual Report 2014 52 52 Included in the 448,698,262 H shares are 325,782,986 H shares (4.37%), which are held in the “lending pool", as defined under Section 5(4) of the Securities and Futures (Disclosure of Interests – Securities Borrowing and Lending) Rules. The letter "L" denotes a long position. The letter “S” denotes a short position. The letter “P” denotes interest in a lending pool. 1.15% 4.37% 325,782,986 (P) corporation/approved lending 0.13% 0.49% agent 36,726,613 (S) JPMorgan Chase & Co. held by way of attribution a short position as defined under Part XV of the SFO in 36,726,613 H shares (0.49%). the SFO. Total emolument housing Total social insurance, Other benefits, Save as disclosed above, the Directors, Supervisors and the chief executive of the Company are not aware that there is any party who, as at 31 December 2014, had an interest or short position in the shares and underlying shares of the Company which were recorded in the register required to be kept by the Company pursuant to Section 336 of CURRENT DIRECTORS I DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT Directors, Supervisors, Senior Management and Employees China Life Insurance Company Limited Annual Report 2014 53 53 1. 1.59% 6.02% 448,698,262 (L) China Life Insurance (Group) Company Name of substantial shareholder and HKSE: So far as is known to the Directors, Supervisors and the chief executive of the Company, as at 31 December 2014, the following persons (other than the Directors, Supervisors and the chief executive of the Company) had interests or short positions in the shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which were recorded in the register required to be kept by the Company pursuant to Section 336 of the SFO, or as otherwise notified to the Company INTERESTS AND SHORT POSITIONS IN THE SHARES AND UNDERLYING SHARES OF THE COMPANY HELD BY SUBSTANTIAL SHAREHOLDERS AND OTHER PERSONS UNDER HONG KONG LAWS AND REGULATIONS During the Reporting Period, there was no change to the controlling shareholder and the effective controller of the Company. As at the end of the Reporting Period, there was no other corporate shareholder holding more than 10% of the shares in the Company. Capacity Beneficial owner China Life Insurance Company Limited 68.37% China Life Insurance (Group) Company 100% Ministry of Finance The effective controller of the Company is the Ministry of Finance of the People's Republic of China. The equity and controlling relationship between the Company and its effective controller is set out in below: Changes in Share Capital and Shareholders Information 4. Type of shares Number of shares held Percentage of the respective type of shares H Shares 1.88% 7.16% 532,568,789 (L) H Shares Interest in controlled corporation Beneficial owner, investment manager, trustee and custodian (Note 2) JPMorgan Chase & Co. BlackRock, Inc. (Note 1) 68.37% 92.80% A Shares 19,323,530,000 (L) of shares in issue Percentage of the total number 51 The positions of the Directors in this annual report reflect their positions as at the submission date of this annual report. The emoluments are calculated based on their terms of office during the Reporting Period. 76.90 4. 37.07 39.65 0 0 76.80 37.15 39.65 0 0 77.08 37.09 51 Since March 2013 Since December 2009 56 Male Male Vice President 76.72 Vice President 0 39.65 Vice President 0 12.79 6.18 6.61 0 0 Male 55 Since November 2014 Vice President 0 73.29 35.42 37.87 Vice President 0 80.71 41.06 0 0 0.21% Xu Hengping housing social insurance, Other benefits, 39.99 changes ten thousands paid in RMB Remuneration 0 beginning of at the end of Reason for the year the year at the shares held held of shares Number of Number 52 Since August 2008 56 Since April 2014 Male Male provident fund Xu Haifeng Total received from Liu Anlin Miao Ping F]atal (before tax) ten thousands ten thousands Period in RMB Reporting 3. shareholders thousands in RMB ten paid by the Company Period in RMB Reporting during the annuity fund and enterprise the Company received from emolument Total emolument 0 37.87 33.81 Total number of shareholders as at the end of the fifth trading day before the disclosure of the annual report No. of A Share holders: 222,011 No. of H Share holders: 33,095 Particulars of top ten shareholders of the Company Total number of shares held as at Name of shareholder Nature of shareholder China Life Insurance (Group) Company State-owned legal person Percentage of the end of the shareholding Reporting Period 68.37% Increase/decrease during the Reporting Period Number of shares subject to selling restrictions 19,323,530,000 HKSCC Nominees Limited Overseas legal person No. of H Share holders: 33,551 25.81% No. of A Share holders: 167,266 Total number of shareholders as at the end of the 6. MISCELLANEOUS As approved at the sixteenth meeting of the fourth session of the Board, the Company entered into a capital increase agreement with Sinopec Marketing Company Ltd. ("Sinopec Marketing") and other investors on 12 September 2014. Pursuant to the agreement, the Company agreed to contribute RMB10 billion for subscription of the increased capital in Sinopec Marketing. Upon completion of the transaction, the Company holds 2.8% of the enlarged registered capital of Sinopec Marketing. For details, please refer to the announcements of the Company posted on the website of the SSE and the HKExnews website of the Hong Kong Exchanges and Clearing Limited on 15 September 2014. On 13 February 2015, the Company made the payment of RMB10 billion in full to an account designated by Sinopec Marketing in accordance with the capital injection agreement. As of now, due to fund raising issues, one of the investors has not made its capital contribution in full to Sinopec Marketing. Sinopec Marketing intends to carry out the subsequent arrangement in accordance with the capital injection agreement, including but not limited to modifications to the capital injection agreement and fulfilling the corresponding change of business registration procedures, etc. 49 China Life Insurance Company Limited Annual Report 2014 Changes in Share Capital and Shareholders Information 1. 2. 3. CHANGES IN SHARE CAPITAL During the Reporting Period, there was no change in the total number of shares and the share capital of the Company. ISSUE AND LISTING OF SECURITIES As at the end of the Reporting Period, the Company had not issued any securities in the last three years. During the Reporting Period, there was no change in the total number of shares and the share structure of the Company due to bonus issues or placings, nor were there any internal employees' shares. INFORMATION ON SHAREHOLDERS AND EFFECTIVE CONTROLLER 1. Number of shareholders and their shareholdings Reporting Period 7,294,438,508 +8,149,255 Hong Kong Securities Clearing Company Limited 33.31 37.87 0 0 Male 44 Since November 2014 Vice President Yang Zheng Zheng Yong Huang Xiumei 387 2012 appointed as Chief Actuary since March November 2014; President since Male 45 Appointed as Vice Male 56 Since November 2014 Chief Actuary 0 71.68 71.18 0 Board Secretary Financial Controller Female 47 Male Overseas legal person 0 632.19 0 0 | | Total 0 Gender Age Term 5.82 3.08 0 0 Since December 2014 86.12 34.48 51.64 52 Since June 2013 2.74 Vice President during the Position Shi Xiangming Supervisory Committee 0 76.80 37.15 39.65 0 Supervisor 0 Female 60 Chairperson of the Xia Zhihua (before tax) ten thousands thousands thousands changes President Male 55 Since 24 July 2012 Employee Representative Male 44 Since 24 July 2012 Li Xuejun 0 99.69 38.14 61.55 0 0 Since 24 July 2012 Employee Representative Female 50 Supervisor Yang Cuilian 0 99.44 37.89 61.55 0 0 the year the year Gender Age Term Position Name received from provident fund Total emolument housing Total social insurance, Other benefits, Directors, Supervisors, Senior Management and Employees China Life Insurance Company Limited Annual Report 2014 CURRENT SUPERVISORS 2. 54 According to the relevant rules and regulations of China, the final amount of emoluments of the Chairman and Executive Directors is currently subject to review and approval. The result of the review will be revealed when the final amount is confirmed. With the approval given at the First Extraordinary General Meeting 2014 of the Company and the approval from CIRC, Mr. Chang Tso Tung Stephen and Mr. Huang Yiping were appointed as the Independent Directors with effect from 20 October 2014. With the approval given at the 2013 Annual General Meeting of the Company and the approval from CIRC, Mr. Su Hengxuan and Mr. Miao Ping were appointed as the Executive Directors with effect from 1 July 2014. 5. emolument 0 and enterprise received from in RMB ten ten thousands Period in RMB RMB ten Reason for beginning of at the end of Reporting Company Period in RMB paid/fee in held at the shares held during the Reporting paid by the Remuneration of shares Number of shareholders during the annuity fund Number the Company 0 Since 10 July 2012 With the approval given at the First Extraordinary General Meeting 2014 of the Company and the approval from CIRC, Ms. Xiong Junhong was appointed as a Supervisor with effect from 20 October 2014. 18.65 372.31 0 0 Total 18.65 0 0 0 0 0 Since 20 October 2014 Female 46 Supervisor Xiong Junhong Supervisor 0 96.38 37.40 Notes: 1. 2. 3. Su Hengxuan Lin Dairen Name 58.98 Directors, Supervisors, Senior Management and Employees China Life Insurance Company Limited Annual Report 2014 55 3. CURRENT SENIOR MANAGEMENT According to the relevant rules and regulations of China, the final amount of emoluments of the Chairperson of the Supervisory Committee is currently subject to review and approval. The result of the review will be revealed when the final amount is confirmed. The positions of the Supervisors in this annual report reflect their positions as at the submission date of this annual report. The emoluments are calculated based on their terms of office during the Reporting Period. Pursuant to the Articles of Association, Supervisors serve for a term of three years and may be re-elected. 4. 55 (1) As at the end of the Reporting Period, the composition of the Company's employees is as follows: Structure of Expertise Class of Expertise Management and administration Sales and sales management Finance and auditing Insurance verification, claim processing and customer services Other expertise and technicians for which extra costs have to be incurred Employees in total Name of shareholders Name allowance from shareholders remuneration and Whether receiving II POSITIONS HELD BY CURRENT DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT IN SHAREHOLDERS OF THE COMPANY Directors, Supervisors, Senior Management and Employees China Life Insurance Company Limited Annual Report 2014 Mr. Heng is the managing partner of Morison Heng, Certified Public Accountants. Mr. Heng holds a Master of Science degree of the Imperial College of Science, Technology and Medicine, the University of London. Mr. Heng is a member of The Hong Kong Institute of Certified Public Accountants and a fellow of The Association of Chartered Certified Accountants. Mr. Heng has over 10 years of experience in accounting and auditing for private and public companies and financial consultancy. Mr. Heng serves as an Independent Non-executive Director of China Fire Safety Enterprise Group Limited, Lee & Man Chemical Company Limited, Matrix Holdings Limited and Lee & Man Handbags Holding Limited, all of which are listed on the main board of the HKSE. Mr. Heng Victor Ja Wei, born in 1977, British COMPANY SECRETARY Ms. Huang Xiumei became the Financial Controller of the Company in December 2014. She has been the General Manager of the Company's Fujian Branch since October 2011. From 2005 to 2011, she held various positions at the Company's Fujian Branch, including Assistant to the General Manager, Deputy General Manager and Deputy General Manager (responsible for daily operations). From 1999 to 2005, she held various positions at the Company's Fujian Branch, including the Deputy Director and Manager of the Financial and Accounting Department and Manager of the Financial Department. Ms. Huang was also the Deputy General Manager of the Company's Fuzhou Branch from 2004 to 2005. Ms. Huang graduated from Fujian Banking School in 1985, majoring in Insurance, and graduated from Fuzhou University in 2005, majoring in Accounting. Ms. Huang is a senior certified public accountant. Ms. Huang Xiumei, born in 1967, Chinese Mr. Zheng became the Board Secretary of the Company in June 2013. He previously held positions as department head at the Ministry of Justice of the PRC, a practicing lawyer at Beijing Longan Law Firm, China Legal Service Ltd. (Hong Kong), and Beijing DeHeng Law Offices, Deputy General Manager of the Department of Legal Affairs, Company Secretary, and General Manager of the Legal and Compliance Department of the Company, and an Executive Director and Deputy President of China Guangfa Bank Co., Ltd. Mr. Zheng received his LL.B. degree from Peking University, and LL.M. degrees from the China University of Political Science and Law and University of Essex (UK). Mr. Zheng was a visiting researcher at Harvard Law School and Harvard Kennedy School of Government in the United States from August 1996 to October 1997. Mr. Zheng currently serves as an arbitrator of the China International Economic and Trade Arbitration Commission, and is a Senior Economist. Mr. Zheng Yong, born in 1962, Chinese 9 Directors, Supervisors, Senior Management and Employees China Life Insurance Company Limited Annual Report 2014 65 Yang Mingsheng China Life Insurance (Group) Company Position Chairman Term Number of employees of the Company's major subsidiaries Number of employees of the Company Employees 1. IV EMPLOYEES The Company's key personnel comprise those who have in-depth knowledge and understanding of the life insurance market in China, including members of the Company's senior management, qualified underwriting personnel, actuaries and experienced investment managers. During the Reporting Period, there was no movement of these personnel which may have material impacts on the Company. CORE TECHNICAL TEAM OR KEY PERSONNEL III Resigned and retired employees of the Company and its major subsidiaries Yes Yes Since August 2008 Yes Since October 2013 Vice Chairman, President Vice President Vice President China Life Insurance (Group) Company China Life Insurance (Group) Company China Life Insurance (Group) Company Miao Jianmin Zhang Xiangxian Wang Sidong No Since March 2012 Since June 2004 Others 4,620 67 38% -34% 3% 6% - 3% 22% 31,291 4% Chart of the Education Level 6% 4% 30% Chart of the Structure of Expertise Total Others Secondary School College Diploma Bachelor Master or above Education Level Education Level (2) Directors, Supervisors, Senior Management and Employees China Life Insurance Company Limited Annual Report 2014 3,838 50% 88 68 Number of Employees 101,972 1,151 103,123 1 Number of Employees 22,304 34,783 6,287 103,123 Mr. Yang became the Vice President of the Company in November 2014. He became the Chief Financial Officer of the Company in April 2013. He served as the Qualified Accountant of the Company since 2006, and as Assistant to the General Manager, Deputy General Manager and General Manager of the Finance Department of the Company since 2005. Mr. Yang has been a Director of China Life Asset Management Company Limited since 2009 and a Director of Sino-Ocean Land Holdings Limited since 2011 and a Director of China Life Franklin Asset Management Co., Limited since 2014. From 2000 to 2005, Mr. Yang was the Senior Financial Analyst of MOLEX in the United States. Mr. Yang graduated from Beijing University of Technology in 1993 with a Bachelor's degree in Engineering. He obtained a MBA from Northeastern University in the United States in 2000. Mr. Yang is a member of the American Institute of Certified Public Accountants (AICPA) and the Association of Chartered Certified Accountants (ACCA). He is currently a member of the eighth session of the Board of the Accounting Society of China, a member of the National Accounting Informatization and Standardization Technical Committee, the China Insurance Solvency Regulatory Standard Committee and the China Accounting Standards Committee of the Ministry of Finance of the PRC, respectively. 103,123 Others Secondary School Total College Diploma Master or above Others Other expertise and technicians Insurance verification, claim processing and customer services Finance and auditing Sales and sales management Management and administration 5,626 3,347 39,110 51,874 3,166 Bachelor Mr. Yang Zheng, born in 1970, Chinese 66 Mr. Li Mingguang, born in 1969, Chinese SUPERVISORS Directors, Supervisors, Senior Management and Employees China Life Insurance Company Limited Annual Report 2014 61 Mr. Huang became an Independent Director of the Company in October 2014. Mr. Huang is currently a professor of economics and the Deputy Dean of the National School of Development at Peking University. From August 2011 to June 2013, Mr. Huang was the Managing Director and Chief Economist of Emerging Asian Market of Barclays Capital. From May 2000 to February 2009, he held various positions at Citigroup including the Vice President of the Asia Pacific Region and Economist of the Greater China Region, as well as the Managing Director and Chief Economist of the Asia Pacific Region. From August 1993 to April 2000, he held various positions including researcher and senior lecturer of the Asia-Pacific Economics and Management College and Director of the China Economy Program at the Australian National University. Mr. Huang received his Master of Economics from Renmin University of China and PhD in Economics from the Australian National University. Mr. Huang Yiping, born in 1964, Chinese Mr. Chang became an Independent Director of the Company in October 2014. He served as the vice chairman of the Greater China Region of Ernst & Young, the managing partner for professional services and the chairman of auditing and consulting service of Ernst & Young until his retirement in 2004. From 2007 to 2013, Mr. Chang was an Independent Non-executive Director of China Pacific Insurance (Group) Co., Ltd. Mr. Chang is currently an Independent Non-executive Director of China Cinda Asset Management Co., Ltd., Kerry Properties Limited and Hua Hong Semiconductor Limited, all of which are listed on HKSE. Mr. Chang has been practicing as a certified public accountant in Hong Kong for around 30 years and has extensive experience in accounting, auditing and financial management. Mr. Chang holds a Bachelor of Science degree from the University of London, and is a fellow member of the Institute of Chartered Accountants in England and Wales. Mr. Chang Tso Tung Stephen, born in 1948, Chinese Mr. Neoh became an Independent Director of the Company in June 2010. He currently serves as a member of the International Consultation Committee of the CSRC. He previously served as Chief Advisor to the CSRC, a member of the Basic Law Committee of the Hong Kong Special Administrative Region under the Standing Committee of the National People's Congress of China, and the Chairman of the Hong Kong Securities and Futures Commission, etc. From 1996 to 1998, he was the Chairman of the Technical Committee of the International Organization of Securities Commissions. He was appointed as Queen's Counsel (since retitled as Senior Counsel) in Hong Kong in 1990. Mr. Neoh graduated from the University of London with a degree in Law in 1976. He is a barrister of England and Wales and admitted to the State Bar of California. In 2003, he was conferred the degree of Doctor of Laws, honoris causa, by the Chinese University of Hong Kong. He was elected Honorary Fellow of the Hong Kong Securities Institute and Academician of the International Euro-Asian Academy of Sciences in 2009. Mr. Neoh was a Non-executive Director of Global Digital Creations Holdings Limited from November 2002 to December 2005, and an Independent Non-executive Director of the Link Management Limited, Manager of the Link Real Estate Investment Trust, from September 2004 to March 2006. He served as an Independent Non-executive Director of Bank of China Limited from August 2004 to September 2013. Since December 2014, he has been an Independent Non-executive Director of CITIC Limited. Mr. Anthony Francis Neoh, born in 1946, Chinese Directors, Supervisors, Senior Management and Employees China Life Insurance Company Limited Annual Report 2014 60 Mr. Moore became an Independent Director of the Company in May 2009. From 2002 to 2007, Mr. Moore worked in Beijing as the Partner-in-charge of Asian actuarial services for Ernst & Young. He had served in actuarial leadership roles with Ernst & Young in New York and Tokyo. From 1995 to 2000, he was the head of international actuarial services in New York with Ernst & Young. In 2000, Mr. Moore worked at Ernst & Young's Beijing Office where he was in charge of the business in Asian markets (including Japan). In 2001, he worked at Ernst & Young's Tokyo Office responsible for the actuarial services in Japan. Since 2002, Mr. Moore worked at Ernst & Young's Beijing Office overseeing the actuarial services in Asian markets (excluding Japan). From 1982 to 1995, Mr. Moore worked in various senior financial management positions at Prudential Life Insurance (U.S.). Mr. Moore graduated from Brown University in 1971, majoring in Applied Mathematics. Mr. Moore has obtained FSA, FCAS, MAAA and CFA qualifications. Mr. Moore has over 36 years of experience serving the insurance industry as an executive and a consultant. Mr. Bruce Douglas Moore, born in 1949, American Mr. Wang became a Non-executive Director of the Company in July 2012. He has been the Vice President of China Life Insurance (Group) Company, the Chairman of China Life Investment Holding Company Limited, and a Director of China Life Pension Company Limited since June 2004. Mr. Wang worked for the Ministry of Foreign Economic Relations and Trade, the Xinhua News Agency Hong Kong Branch, and the Hong Kong Chinese Enterprises Association. He served as Deputy Director of the General Office of China Life Insurance Company, Deputy General Manager of its Zhejiang Branch and Deputy Director of the Shares Reform Office of China Life from 2000. Mr. Wang was the Director of the General Office of China Life Insurance (Group) Company in 2003. Mr. Wang graduated from Shandong University with a Bachelor's degree in Arts, majoring in Chinese Language and Literature. Mr. Wang Sidong, born in 1961, Chinese Mr. Li became the Vice President of the Company in November 2014. He became the Chief Actuary of the Company in March 2012. Mr. Li joined the Company in 1996 and subsequently served as Deputy Director, Director, Assistant to General Manager of the Product Development Department, Responsible Actuary of the Company and General Manager of the Actuarial Department. He graduated from Shanghai Jiao Tong University majoring in Computer Science with a Bachelor's degree in 1991, Central University of Finance and Economics majoring in Actuarial Science with a Master's degree in 1996 and Tsinghua University with an EMBA in 2010, and also studied in University of Pennsylvania in the United States in 2011. Mr. Li is a Fellow of the China Association of Actuaries (FCAA) and a Fellow of the Institute and Faculty of Actuaries (FIA). He was the Chairman of the first session of the China Actuarial Working Committee and the Secretary-general of both the first and the second sessions of the China Association of Actuaries. He is currently an Executive Director of the China Association of Actuaries and a Special Executive of the Board of Directors of the Insurance Institute of China. China Life Insurance Company Limited Annual Report 2014 Directors, Supervisors, Senior Management and Employees ୭ Mr. Su Hengxuan, born in 1963, Chinese Mr. Su became an Executive Director of the Company in July 2014. He has been the Vice President of the Company since August 2008. Mr. Su served as the Assistant to the President of the Company from January 2006 to July 2008. He has also been a Director of China Life Property and Casualty Insurance Company Limited since November 2006, Director of Insurance Professional College since December 2006, and Director of China Life Asset Management Company Limited since May 2014. He was the General Manager of the Company's Individual Life Insurance Business Department from 2003 to 2006. Mr. Su graduated from the Banking School of Henan Province in 1983, the Department of Finance and Insurance of the School of Economics of Wuhan University in 1998 with a Bachelor's degree in Economics, majoring in Insurance, and the School of Management of the University of Science and Technology of China in July 2011 with a PhD in Management, majoring in Management Science and Engineering. Mr. Su, a Senior Economist, has over 30 years of experience in the Chinese life insurance industry and insurance management. He is currently the Chairman of the Insurance Marketing Committee, the Vice Chairman of the Education and Training Committee, and an executive member of the Human Resources Development Committee of the Insurance Association of China, and a member of China Advisory Panel of the Financial Planning Standards Board. Ms. Xia Zhihua, born in 1955, Chinese Mr. Miao Ping, born in 1958, Chinese Mr. Miao Jianmin, born in 1965, Chinese 59 China Life Insurance Company Limited Annual Report 2014 Directors, Supervisors, Senior Management and Employees Mr. Zhang Xiangxian, born in 1955, Chinese Mr. Zhang became a Non-executive Director of the Company in July 2012. He has been the Secretary of Commission for Disciplinary Inspection of China Life Insurance (Group) Company since October 2006, and the Vice President of China Life Insurance (Group) Company since August 2008. Mr. Zhang has many years of experience in the insurance industry and held various positions from 1993 to 2006, including the Director of the Promotion Division of General Office and Deputy General Manager of General Office of the People's Insurance Company of China, the Office Director of the CIRC, the Deputy Office Director (responsible for daily operations) of Shenzhen office of the CIRC, and the Director of Administrative Department of Representative Agencies of the CIRC. Mr. Zhang is a Senior Editor and obtained a Master's degree in Business Administration for senior management from Zhongnan University of Economics and Law. Mr. Miao became an Executive Director of the Company in July 2014. He has been the Vice President of the Company since December 2009, the General Manager of the Company's Jiangsu Branch since September 2006, the General Manager of the Company's Jiangxi Branch since September 2004, and the Deputy General Manager of the Company's Jiangsu Branch since April 2002. Mr. Miao graduated from the Correspondence College of Yangzhou University in 1996, majoring in Economics and Management. Mr. Miao, a Senior Economist, has over 31 years of experience in the operation of life insurance business and the management of insurance business. Ms. Xia became the Chairperson of the Supervisory Committee of the Company in March 2006. Ms. Xia acted as the Deputy Director of National Debt Bureau of the Ministry of Finance from July 1997 to June 1998 and the Deputy Director of National Debt and Finance Bureau of the Ministry of Finance from July 1998 to June 2000. Ms. Xia served as the State Council's representative in Supervisory Committee of state-owned important financial institutions, Designated Supervisor of assistant bureau-level official from July 2000 to October 2001, and the State Council's representative in Supervisory Committee of state-owned important financial institutions, Designated Supervisor of bureau-level official from November 2001 to December 2005. Ms. Xia graduated from Xiamen University, majoring in Political Economics at the Department of Economics, and majoring in World Economics at the College of Economics from February 1978 to November 1984, and received a BA degree and a MA degree in Economics respectively. Currently, Ms. Xia is an Executive Director of both the China Institution of Internal Audit and the Insurance Institute of China, and the Vice Chairman of Supervisory Board Committee of China Association for Public Companies. Ms. Xia, a Senior Economist, has obtained the qualification of Certified Internal Auditor (CIA) and was awarded special allowance by the State Council. Mr. Miao became a Non-executive Director of the Company in October 2008. He is the Vice Chairman and President of China Life Insurance (Group) Company. He is concurrently a Director of China Life Asset Management Company Limited, the Chairman of China Insurance Plaza Company Limited, a Director of China World Trade Center Co., Ltd., and an Executive Director of China Finance 40 Forum. He was awarded special allowance by the State Council. In 2009, he was named as a “State-level Candidate for the New Century Talents Project” and one of the “60 People in China Insurance Industry in the 60-year History of New China”. Mr. Miao graduated from the Central University of Finance and Economics with a Doctor's degree in Economics. Before that, Mr. Miao graduated from the post-graduate division of the People's Bank of China with a Master's degree in Money and Banking, and the Central University of Finance and Economics with a Bachelor's degree in Insurance. Mr. Miao is a Senior Economist. Mr. Shi became a Supervisor of the Company in May 2009, and has been the General Manager of the Supervisory Department of the Company since September 2008. Mr. Shi served as Deputy General Manager of the Human Resources Department and Office Director of the Company from September 2003 to September 2008. From March 2002 to August 2003, Mr. Shi served as the Deputy General Manager of the Supervisory Department of China Life Insurance Company. Mr. Shi graduated from the Chemistry School of the first branch college of Peking University with a Bachelor's degree in Science. Mr. Shi Xiangming, born in 1959, Chinese Mr. Xu became the Vice President of the Company in November 2014. He became the Business Controller of the Company in February 2014, and served concurrently as the General Manager of Hebei Branch of the Company. Mr. Xu served as the General Manager of Beijing Branch and the General Manager of Hebei Branch of the Company from 2006 to 2014. Prior to that, Mr. Xu served as the Deputy General Manager and General Manager of Linyi Branch in Shandong Province and the General Manager of the Business Management Department in Shandong Branch of the Company, the General Manager of Jinan Branch and the Deputy General Manager of Beijing Branch of the Company. Mr. Xu graduated from Linyi Foreign Language Normal University in 1982, from Shandong Provincial Party School majoring in Economic Management in 1996, and obtained a MA degree in Business Administration from Zhongnan University of Economics and Law in 2007. Mr. Xu, a Senior Economist, has over 30 years of experience in operation of the life insurance business and insurance management. Mr. Xu Haifeng, born in 1959, Chinese e 2 Directors, Supervisors, Senior Management and Employees 64 Mr. Xu became the Vice President of the Company in November 2014. He became the Chief Operating Officer of the Company in August 2010. Mr. Xu had been the General Manager of the Company's Fujian Branch since April 2007, Deputy General Manager of the Company's Fujian Branch since December 2002, Assistant to the General Manager of the Company's Fujian Branch since September 1998, and Director of Personal Insurance Division of the Company's Fujian Branch since July 1996. Mr. Xu once served as General Manager of the Sales Department and General Manager of Longyan Branch of Fuzhou Life Insurance Company Limited. Mr. Xu graduated from Hunan University, majoring in Finance. Mr. Xu, a Senior Economist, has over 34 years of experience in operation of the life insurance business and insurance management. Mr. Xu Hengping, born in 1958, Chinese Mr. Liu became the Vice President of the Company in March 2013. He serves as a member of the Party Committee of the Company since February 2013. He served concurrently as the Party Secretary and General Manager of Beijing Branch of the Company from February 2013 to November 2014. From December 2012 to February 2013, Mr. Liu was the Person-in-Charge (with equivalent level as Assistant to the President of the Company) of Beijing Branch of the Company. From 2009 to 2012, Mr. Liu was the Party Secretary and General Manager (with equivalent level as Assistant to the President of the Company) of Jiangsu Branch of the Company. From 2006 to 2009, Mr. Liu served as the Chief Information Technology Officer (with equivalent level as Assistant to the President of the Company) of the Company, and concurrently as the Party Secretary and General Manager of Beijing R&D Center in 2008. From 2003 to 2006, Mr. Liu was the General Manager of the Information Technology Department of the Company. Prior to that, Mr. Liu successively served as Person-in-Charge of the Information Technology Department of the Company, Deputy General Manager of the Human Resource Department of the Company, Assistant to the General Manager of Gansu Branch of the Company, and Deputy Head of the Computer Department (responsible for daily operations) of Gansu Branch of the Company. Mr. Liu graduated from the Mathematics and Mechanics Department of Lanzhou University (majoring in computer mathematics), and obtained a Bachelor's degree in Science in 1985. He also obtained a Master's degree in Business Administration from Tsinghua University in 2006. Mr. Liu has over 25 years of experience in operation of the life insurance business and insurance management, during which he gained extensive experience in operation and management. Mr. Liu was awarded special allowance by the State Council and is a Senior Engineer. Mr. Liu Anlin, born in 1963, Chinese Mr. Miao Ping, please see the section “Directors” for his profile. Mr. Su Hengxuan, please see the section “Directors” for his profile. Mr. Lin Dairen, please see the section “Directors” for his profile. SENIOR MANAGEMENT China Life Insurance Company Limited Annual Report 2014 8 Ms. Yang Cuilian, born in 1965, Chinese S. Ms. Yang became a Supervisor of the Company in July 2012, and has been the General Manager of the Brand Promotion Department of the Company since October 2014. She served as the General Manager of the Group Business Department of the Company from January 2011 to September 2014. Ms. Yang joined the Company in July 1984. She successively served as the Deputy General Manager of Jiangxi Branch, General Manager of Pingxiang Branch, Manager of the Group Sales Department of Jiangxi Branch, and Manager of the Business Management Department of Jiangxi Branch. Ms. Yang, a Senior Economist, graduated from Party School of the Central Committee of C.P.C with a Bachelor's degree majoring in Economic Management. 62 62 Directors, Supervisors, Senior Management and Employees Mr. Li Xuejun, born in 1970, Chinese China Life Insurance Company Limited Annual Report 2014 Ms. Xiong Junhong, born in 1968, Chinese Directors, Supervisors, Senior Management and Employees Ms. Xiong became a Supervisor of the Company in October 2014. She is a Senior Economist with a PhD in Finance from Nankai University. From July 1993 to August 2003, Ms. Xiong worked at the Banking Department and Trust Department of China People's Insurance Trust and Investment Company, and at the Assets Management Department of China Life Insurance Company. Ms. Xiong has been serving as the Director of the Assets Management Department of China Life Insurance (Group) Company since September 2003, the Senior Manager of the Strategic Planning Department of China Life Insurance (Group) Company since August 2006, the Assistant to the General Manager of the Strategic Planning Department of China Life Insurance (Group) Company since September 2008, the Assistant to the General Manager (equivalent to the rank of departmental deputy general manager of China Life Insurance (Group) Company) of the Company's Hebei Branch since December 2010, and the Deputy General Manager of the Strategic Planning Department of China Life Insurance (Group) Company since June 2013. Ms. Xiong has many years of experience in strategic management and investment study, and has extensive experience in assets preservation, risk management, management of retained assets, investment research and strategic planning. 63 China Life Insurance Company Limited Annual Report 2014 Mr. Li became a Supervisor of the Company in July 2012, and has been the General Manager of the Strategy and Marketing Department of the Company since July 2014. Mr. Li served as the General Manager of the Education and Training Department of the Company from January 2011 to June 2014. Mr. Li joined the Company in November 1997. He successively served as the Deputy General Manager of the Education and Training Department of the Company (responsible for daily operations), Assistant General Manager of Shanghai Branch, General Manager of Shanghai Songjiang Sub-branch, and General Manager of the Human Resource Department of Shanghai Branch. Mr. Li worked for Shanghai Finance College (now known as Shanghai Finance University) from July 1994 to October 1997. Mr. Li, a Senior Economist, graduated from the Department of Insurance at Central Finance College (now known as Central University of Finance and Economics) in 1994, majoring in International Insurance with a Bachelor's degree in Economics. Zhang Xiangxian Non-executive Director 7 0 1 No Note 2 86% 0 6 Yes Non-executive Director 0 0 3 7 Miao Jianmin Note 1 No Note 3 100% 0 43% Wang Sidong 100% 7 0 0 1 6 7 Note 5 Independent Director Anthony Francis Neoh No 0 Non-executive Director 0 7 Independent Director Bruce Douglas Moore Note 4 No 86% 0 1 0 6 6 0 absent 3 Executive Director Yang Mingsheng in person rate 0 by proxies telephony attended the year Type of Director 7 Name of Director Attendance meetings attended attended by physically attend during Number of meetings meetings meetings consecutive meetings 7 0 0 Executive Director Miao Ping No 100% 0 0 0 3 3 Executive Director Su Hengxuan No 100% 0 0 0 7 7 Executive Director Lin Dairen No 100% 0 3 100% Annual Report 2014 Independent Director 0 0 1 Executive Director Lin Dairen No 100% 0 0 0 0 1 Yang Mingsheng in person rate absent by proxies telephony attended the year Type of Director Name of Director Executive Director 100% No Su Hengxuan No 0 0 1 0 1 Non-executive Director Miao Jianmin Note No 100% 0 0 0 1 Executive Director Miao Ping No 100% 0 0 0 Executive Director consecutive meetings Chang Tso Tung Stephen Attendance attended 3. 2. 1. Notes: No 농농농 No No 100% 0 4. 0 2 2 Independent Director Huang Yiping 100% 0 0 0 2 2 0 5. At the twelfth meeting of the fourth session of the Board held on 25 March 2014, Mr. Miao Jianmin gave written authorization for Mr. Zhang Xiangxian to act as his proxy to attend and vote at the meeting; at the fourteenth meeting of the fourth session of the Board held on 29 May 2014, Mr. Miao Jianmin gave written authorization for Mr. Zhang Xiangxian to act as his proxy to attend and vote at the meeting; at the sixteenth meeting of the fourth session of the Board held on 27 August 2014, Mr. Miao Jianmin gave written authorization for Mr. Lin Dairen to act as his proxy to attend and vote at the meeting; at the seventeenth meeting of the fourth session of the Board held on 28 October 2014, Mr. Miao Jianmin gave written authorization for Mr. Zhang Xiangxian to act as his proxy to attend and vote at the meeting; At the sixteenth meeting of the fourth session of the Board held on 27 August 2014, Mr. Zhang Xiangxian gave written authorization for Mr. Wang Sidong to act as his proxy to attend and vote at the meeting; Number of meetings meetings attended by physically attend during meetings required to to attend two Number of Number of Number of Whether the Director failed Number of meetings the Director was the Board. The attendance records of individual Directors are as follows: year 2014 up to the Latest Practicable Date (i.e. 24 March 2015), 1 Board meeting was held by From the end of Corporate Governance required to China Life Insurance Company Limited 76 At the fifteenth meeting of the fourth session of the Board held on 30 June 2014, Mr. Anthony Francis Neoh attended the meeting by way of telephony. At the fifteenth meeting of the fourth session of the Board held on 30 June 2014, Mr. Bruce Douglas Moore attended the meeting by way of telephony; At the thirteenth meeting of the fourth session of the Board held on 25 April 2014, Mr. Wang Sidong gave written authorization for Mr. Miao Jianmin to act as his proxy to attend and vote at the meeting; meetings Whether the Director failed to attend two 1. Number of Type of Director Name of Director Number of Attendance records of Directors at the shareholders' general meetings convened during the Reporting Period: The "Proposal in relation to the Entrusted Investment and Management Agreement for Alternative Investments with Insurance Funds between the Company and China Life Investment Holding Company Limited” was considered and approved by a combination of on-site and online ballots at the Second Extraordinary General Meeting 2014 held in Beijing on 29 December 2014. Four proposals were considered and approved by a combination of on-site and online ballots at the First Extraordinary General Meeting 2014 held in Beijing on 18 August 2014, including: the “Proposal in relation to the Election of Mr. Chang Tso Tung Stephen as an Independent Director of the Fourth Session of the Board of Directors of the Company”, the “Proposal in relation to the Election of Ms. Xiong Junhong as a Shareholder Representative Supervisor of the Fourth Session of the Supervisory Committee of the Company”, the “Proposal in relation to the Amendments to the ‘Precedural Rules for the Supervisory Committee Meeting””, and the “Proposal in relation to the Election of Mr. Huang Yiping as an Independent Director of the Fourth Session of the Board of Directors of the Company". Corporate Governance Annual Report 2014 China Life Insurance Company Limited 2. shareholders' general meetings the Director was required to attend during the year 72 30 December 2014 19 August 2014 http://www.sse.com.cn http://www.hkexnews.hk http://www.e-chinalife.com http://www.sse.com.cn http://www.hkexnews.hk http://www.e-chinalife.com http://www.sse.com.cn http://www.hkexnews.hk http://www.e-chinalife.com 29 December 2014 Second Extraordinary General Meeting 2014 18 August 2014 First Extraordinary General Meeting 2014 30 May 2014 29 May 2014 2013 Annual General Meeting 15 proposals including: the “Proposal in relation to the Report of the Board of Directors of the Company for the Year 2013", the "Proposal in relation to the Report of the Supervisory Committee of the Company for the Year 2013", the “Proposal in relation to the Financial Report of the Company for the Year 2013", the "Proposal in relation to the Profit Distribution Plan of the Company for the Year 2013”, the “Proposal in relation to the Remuneration of Directors and Supervisors of the Company", and the “Proposal in relation to the Remuneration of Auditors of the Company for the Year 2014", etc. were considered and approved by a combination of on-site and online ballots, and the “Duty Report of the Independent Directors of the Fourth Session of the Board of Directors of the Company for the Year 2013" and the "Report on the Status of Connected Transactions and the Execution of Connected Transactions Management System of the Company for the Year 2013” were received and reviewed at the 2013 Annual General Meeting held in Beijing on 29 May 2014. Number of Number of Number of meetings meetings physically attended by meetings Note 1 Zhang Xiangxian Miao Jianmin Note 2 Miao Ping Su Hengxuan 3 67% 1 0 0 2 3 Executive Director Executive Director Lin Dairen Yang Mingsheng rate meetings Attendance absent by proxies telephony attended attended Number of of resolutions Executive Director Date of publication Date of the meeting (Corporate Governance Structure Chart) Board Secretariat/Company Secretary Board Secretary Strategy and Investment Decision Committee Risk Management Committee Nomination and Remuneration Committee Audit Committee Supervisory Committee Board Shareholders' General Meeting With the establishment of a corporate governance system with reasonably designed structure, well-developed mechanism, strict rules and regulations, as well as high efficiency in operation as its core objectives, the Company continues to promote development of its corporate governance framework, strictly perform its obligation of information disclosure, enhance its transparency and actively serve the interest of public investors so as to enhance its image and position in the capital market. The Company implements good corporate governance policies and strongly believes that through fostering sound corporate governance, further enhancing its transparency and establishing effective system of accountability, the Company can operate in a more systematic manner, make decisions in a more scientific way, and boost the confidence of investors. Corporate Governance China Life Insurance Company Limited Annual Report 2014 69 Adhering to the talent philosophy of "people-oriented and both capability and integrity being equally important", the Company has been striving hard to achieve the mutual development of its own and its employees. In 2014, the Company organized employees' trainings with the view to implementing the "strategy of innovation-driven growth" in great depth. While further solidifying the achievements of its education and training system and continuously optimizing the framework of its training system, the Company has also organized diversified training courses based on a multi-layer, multi-class and multi- category structure, with a particular focus on the core areas of business management of the Company and the development needs of the employees. The annual training plan places an emphasis on improving the skills required for employees' discharge of their various duties and responsibilities, strengthening the training and intellectual support for key personnel of the Company, including senior and mid-level management teams, sales management team, operation management team and skilled personnel, and highlighting the practical and targeted features of various training programs, thus enabling the Company's education and training programs to continuously provide intellectual support and bring synergistic effect to the Company's management value chain. Through the implementation of a series of targeted training programs with prominent themes and clear directions, the Company's education and training departments at all levels effectively promoted relevant work of the Company in business development, team building, cultural cultivation, service improvement, efficiency optimization and risk prevention in 2014. Training Plans 3. The Company has established a remuneration and incentive system with reference to employee's positions, the Company's performance and market conditions. Remuneration Policy Directors, Supervisors, Senior Management and Employees China Life Insurance Company Limited Annual Report 2014 OVERVIEW OF CORPORATE GOVERNANCE 1. 2. The Company has set up a corporate governance structure with well-defined duties and responsibilities strictly in accordance with relevant laws, regulations and regulatory requirements, including the Company Law and the Securities Law of the PRC. The corporate governance structure of the Company generally meets the regulatory requirements of its listed jurisdictions. The Company has carried out its corporate governance procedures strictly in accordance with relevant laws, regulations and regulatory requirements, including the Company Law and the Securities Law of the PRC, as well as the requirements of its Articles of Association and procedural rules. Shareholders' general meetings, Board meetings and Supervisory Committee meetings of the Company have been functioning independently and coordinately. Session of the meeting 1. Shareholders' general meetings convened during the Reporting Period are as follows: The shareholders' general meeting, as an organ of highest authority of the Company, exercises its duties and functions in accordance with relevant laws. Its duties and powers include the election, appointment and removal of Directors and Non Employee Representative Supervisors, review and approval of the reports of the Board and the Supervisory Committee, review and approval of the annual budget and final accounts of the Company, and any other matters required by the Articles of Association to be approved by way of resolution of the shareholders' general meeting. The Company ensures that all shareholders are equally treated so as to ensure that the rights of all shareholders are protected, including the right of access to information in relation to, and the right to vote in respect of, major matters of the Company. The Company has the ability to operate and manage its business autonomously, and is separate and independent from its controlling shareholder in its business operations, personnel, assets and financial matters. SHAREHOLDERS' GENERAL MEETING 8. Directors and Supervisors of the Company actively attended various training courses. All Directors and Supervisors attended the annual special training courses taught by external lawyers, auditors and experts that covered the regulatory rules governing the listed companies in Hong Kong, development trend of international risk management, and director liability risks and protection, etc. They also attended training courses relating to anti- money laundering pursuant to regulatory requirements. Directors and Supervisors have referred to the relevant materials prepared by the Company on a regular basis and listened to the reports on special topics. Some of the Supervisors attended the "Advanced Study Course on the Regulation of Listed Companies and Enterprises Outside China" organized by the Hong Kong Institute of Chartered Secretaries in Hong Kong. Corporate Governance China Life Insurance Company Limited Annual Report 2014 71 The Board and Supervisory Committee of the Company conducted extensive investigation and research activities. Members of the Board carried out investigation and research on Beijing Audit Center and local branches of the Company in Hubei Province, conducted inspection of the operation and development of local branches, their mid- or long-term work plans and internal audits. Members of the Supervisory Committee subsequently carried out investigation and research on local branches of the Company in Guizhou Province, Hubei Province and Gansu Province, as well as the supervisory committee of China Minsheng Bank, and listened to the report on the special topic of risk control and the presentation sharing the experience of the establishment of supervisory committee. The Company has made information disclosure in a timely, open and transparent manner pursuant to the requirements of the listing rules of its listed jurisdictions. The Company has continuously improved its management of investor relations and enhanced its communication with investors in both form and substance, thus ensuring that all shareholders enjoy equal rights and have access to information about the Company in an open, fair, true and accurate manner. The Company has carried out the procedures relating to the resignation and appointment of Directors and Supervisors in compliance with applicable laws and regulations. Pursuant to the relevant requirements of national policies, Mr. Sun Changji and Mr. Tang Jianbang, both of whom were Independent Directors, and Mr. Luo Zhongmin, an External Supervisor, resigned from their respective positions in the Board and the Supervisory Committee. Mr. Wan Feng and Ms. Liu Yingqi, both of whom were Directors, resigned from their respective positions in the Board due to adjustment of work arrangements. Mr. Su Hengxuan, Mr. Miao Ping, Mr. Chang Tso Tung Stephen, and Mr. Huang Yiping were elected as new Directors, while Ms. Xiong Junhong was elected as a new Supervisor, both at shareholders' general meetings of the Company. The Company has complied with the governance-related rules and regulations and strictly carried out all of the above governance procedures. The Supervisory Committee of the Company has carried out its work and performed its duties in accordance with the Articles of Association and the Procedural Rules for Supervisory Committee Meetings. Members of the Supervisory Committee attended the shareholders' general meetings and the Supervisory Committee meetings, participated in the Board meetings and the meetings of the specialized Board committees based on their work allocation, and conducted investigations on local branches to have an in-depth understanding of the implementation of the decisions made by the Board, so as to diligently perform their supervisory role. The Company has actively promoted the establishment of corporate governance, continuously improved its corporate governance structure and enhanced its scientific decision-making ability. In order to improve the decision-making efficiency of the specialized Board committees, the Board has established four specialized Board committees, i.e. the Audit Committee, the Nomination and Remuneration Committee, the Risk Management Committee, and the Strategy and Investment Decision Committee. These specialized Board committees conduct studies on specific matters, hold meetings on both regular and ad-hoc basis, communicate with the management, provide advice and recommendations for the Board's consideration, and deal with matters entrusted or authorized by the Board, for the purpose of improving the Board's efficiency and capabilities. 7. 6. 5. 4. 3. Corporate Governance Annual Report 2014 China Life Insurance Company Limited 70 In accordance with the requirements of its listed jurisdictions and relevant provisions of its Articles of Association, the Company has continuously improved the decision-making mechanism of the Board. The Board is accountable to shareholders of the Company with respect to the assets and resources entrusted to it by the shareholders, and performs its duties on corporate governance. All members of the Board have taken the initiative to look into the Company's affairs and have had a comprehensive understanding of the Company's businesses. They have devoted sufficient time in performing their duties as Directors with due care and in a diligent and efficient manner. By setting up mechanisms including regular reporting of business development strategy and marketing tactics, the management of the Company can periodically report the business operation, development strategies and marketing tactics to the Board, which provides a basis for the decision-making of the Board. Index for websites on which resolutions were published Number of 2 0 3. Mr. Miao Ping has been an Executive Director of the Company and a member of the Risk Management Committee since 1 July 2014; Mr. Su Hengxuan has been an Executive Director of the Company and a member of the Strategy and Investment Decision Committee since 1 July 2014; 2. Zhang Xiangxian Notes: 0 1 0 0 Mr. Chang Tso Tung Stephen has been an Independent Director of the Company and a member of the Audit Committee and the Chairman of the Nomination and Remuneration Committee since 20 October 2014; 0 Independent Director Note 4 Note 3 Stephen' Huang Yiping 0 1 0 0 0 1 1 4. Mr. Huang Yiping has been an Independent Director of the Company and a member of the Audit Committee and the Chairman of the Strategic and Investment Decision Committee since 20 October 2014. 73 Number of Number of meetings the Director was In 2014, 7 Board meetings were held by the fourth session of the Board, of which 6 were physical meetings and 1 was combined physical and telephony meeting. The attendance records of individual Directors are as follows: Meetings and attendance 1. Corporate Governance China Life Insurance Company Limited Annual Report 2014 75 All Directors shall have access to the advice and services of the Board Secretary and the Company Secretary. Detailed minutes of Board meetings regarding matters considered by the Board and decisions reached, including any concerns raised by Directors or dissenting views expressed, are kept by the Board Secretary. Minutes of Board meetings are available upon reasonable notice for inspection and comment upon by any Director. If a Director is materially interested in a matter to be considered by the Board, the Director having such conflict of interest shall have no voting rights on the matter to be considered and shall not be counted in the quorum for the Board meeting. Regular Board meetings are held mainly to review the quarterly, interim and annual reports of the Company and to deal with other related matters. The practice of obtaining Board consent through the circulation of written resolutions does not constitute a regular Board meeting. An ad-hoc Board meeting may be convened in urgent situations if requisitioned by any of the following: shareholders representing over one-tenth of voting shares, Directors constituting more than one- third of the total number of Directors, the Supervisory Committee, more than 2 Independent Directors, the Chairman or the President. If the resolution to be considered at such ad-hoc Board meetings has been circulated to all the Directors and more than half of the Directors having voting rights approve such resolution by signing the resolution in writing, the Board meeting need not be convened and such resolution in writing shall become an effective resolution. Meetings of the Board are held both on a regular and an ad-hoc basis. Regular meetings are convened at least four times a year for the examination and approval of proposals, such as annual report, interim report, quarterly reports and related financial reports, and major business operations of the year. Meetings are convened by the Chairman and a notice is given to all Directors 14 days before such meetings. Agendas and related documents are sent to the Directors at least three days prior to such meetings. In 2014, all notices, agendas and related documents in respect of such regular Board meetings were sent in compliance with the above requirements. By fully reviewing all the relevant proposals, the Board has confirmed that the information contained in its periodic reports and financial reports is true, accurate and complete and contains no false representations, misleading statements or material omissions, and no event or situation was found which would have material adverse impacts on the Company's ongoing operation. In 2014, all Independent Directors of the Company possessed extensive experience in various fields, such as economics, insurance, management, finance and accounting. The Company also complies with the requirement of the Listing Rules of the HKSE that at least one of its Independent Directors has appropriate professional qualifications or accounting qualifications or related financial management expertise. As required under the Listing Rules of the SSE and the HKSE, the Company has obtained a written confirmation from each of its Independent Directors in respect of their independence, and the Company is of the opinion that all of the Independent Directors are independent of the Company and strictly perform their duties as Independent Directors. Pursuant to the Articles of Association, Directors shall be elected at the shareholders' general meeting for a term of three years and may be re-elected on expiry of the three-year term. However, Independent Directors may not serve for more than six years. Corporate Governance Annual Report 2014 China Life Insurance Company Limited 74 In 2014, all Directors attended the annual special training courses taught by external lawyers, auditors and experts that covered the regulatory rules governing the listed companies in Hong Kong, development trend of international risk management, and director liability risks and protection, etc. They also attended training courses relating to anti-money laundering pursuant to regulatory requirements. All directors of the Company have referred to the relevant materials prepared by the Company on a regular basis and listened to the reports on special topics. Under the arrangement of regulatory authorities, the Board Secretary attended training courses organized by the Beijing Securities Regulatory Bureau and the Hong Kong Institute of Chartered Secretaries in Hong Kong. Currently, the Board comprised 11 members, including 4 Executive Directors, 3 Non-executive Directors and 4 Independent Directors. The number of Independent Directors complies with the minimum requirement of 3 Independent Directors and the requirement that at least one-third of the Board be represented by Independent Directors under the Listing Rules of the HKSE. All members of the Board have devoted sufficient time in dealing with the affairs of the Board and attended the relevant training courses organized by regulatory authorities and the Company according to regulatory requirements. They have referred to regulatory documents on a regular basis so as to keep themselves informed of the regulatory development in a timely manner. The Company has purchased director's liability insurances for its Directors, which provide protection to Directors for liabilities that might arise in the course of their performance of duties according to law and facilitate Directors to fully perform their duties. So far as the Company is aware, no financial, business, family or other material relationship exists among Board members, members of the Supervisory Committee or senior management (including between the Chairman, Mr. Yang Mingsheng and the President, Mr. Lin Dairen). The Board is the standing decision-making body of the Company and its main duties include the following: performing the function of corporate governance of the Company, convening shareholders' general meetings, implementing resolutions passed at such meetings, improving the Company's corporate governance policies, approving the Company's development strategies and operation plans, formulating and supervising the Company's financial policies, annual budgets and financial reports, providing an objective evaluation on the Company's operating results in its financial reports and other disclosure documents, dealing with senior management personnel matters, arranging for Directors and senior management to attend various training courses, attaching importance to the enhancement of their professional quality, reviewing the compliance policies of the Company, and assessing the internal control systems of the Company. The day-to-day management and operation of the Company are delegated to the management. The responsibilities of Non-executive Directors and Independent Directors include, without limitation, regularly attending meetings of the Board and the specialized Board committees of which they are members, providing opinions at meetings of the Board and the specialized Board committees, resolving any potential conflict of interest, serving on the Audit Committee, Nomination and Remuneration Committee and other specialized Board committees, and inspecting, supervising and reporting on the performance of the Company. The Board is accountable to the shareholders of the Company and reports to them. BOARD Corporate Governance China Life Insurance Company Limited Annual Report 2014 Independent Director 30 Chang Tso Tung 1 Non-executive Director 67% 1 0 0 2 3 Non-executive Director 100% 0 3 0 2 2 Executive Director 0 2 0 0 100% 0 0 0 2 0 0 0 0 2 3 Anthony Francis Neoh 33% 2 0 0 1 3 Independent Director Bruce Douglas Moore 67% 1 0 0 2 3 Non-executive Director Wang Sidong 67% 1 67% Non-executive Director Independent Director 0 1/2 0/2 ཏྲཱི॰ Note 4 Tang Jianbang Liu Yingqi Sun Changji Note 3 Note 2 Note 1 Wan Feng 2/3 2/4 0/1 Meeting Meeting Meeting Committee Committee Committee Decision Investment Risk Management 'འང 3/5 2/3 4/4 2. 0 78 All Independent Directors diligently fulfilled their responsibilities and faithfully performed their duties by attending meetings of the Board and the specialized Board committees in 2014, examining and approving the Company's business development, financial management and connected transactions, participating in the establishment of specialized Board committees, providing professional and constructive advice in respect of major decisions of the Company, seriously listening to the reports from relevant personnel, understanding the daily operation and any possible operational risks of the Company in a timely manner, and expressing their opinions and exercising their functions and powers at Board meetings, thus actively performing their duties as Independent Directors in an effective manner. At an annual special meeting among the Chairman, Non-executive Directors and Independent Directors, all Independent Directors made recommendations in various aspects, such as the development of the global capital market, return on investment and balance of risks, and gave constructive advice on corporate governance, team building and marketing method. The Board attached great importance to opinions and advice from Independent Directors, actively strengthened its communication with them and adopted their In 2014, all Independent Directors of the Company possessed extensive experience in various fields, such as insurance, management, finance and accounting, and law. They satisfied the criteria for Independent Directors under the regulatory rules of the Company's listed jurisdictions. The Independent Directors of the Company performed their duties pursuant to the Articles of Association and the provisions and requirements of the listing rules of the Company's listed jurisdictions. Performance of duties by Independent Directors Mr. Tang Jianbang ceased to be an Independent Director of the Company, a member of the Audit Committee and the Chairman of the Strategy and Investment Decision Committee on 20 October 2014. Mr. Sun Changji ceased to be an Independent Director of the Company, a member of the Audit Committee and the Chairman of the Nomination and Remuneration Committee on 20 October 2014. At the fifteenth meeting of the fourth session of the Board held on 30 June 2014, Mr. Sun Changji gave written authorization for Mr. Tang Jianbang to act as his proxy to attend and vote at the meeting; at the sixteenth meeting of the fourth session of the Board held on 27 August 2014, Mr. Sun Changji gave written authorization for Mr. Tang Jianbang to act as his proxy to attend and vote at the meeting; at the eleventh meeting of the Audit Committee of the fourth session of the Board held on 27 August 2014, Mr. Sun Changji gave written authorization for Mr. Bruce Douglas Moore to act as his proxy to attend and vote at the meeting; at the seventh meeting of the Nomination and Remuneration Committee of the fourth session of the Board held on 27 August 2014, Mr. Sun Changji attended the meeting by way of telephony; Ms. Liu Yingqi ceased to be an Executive Director of the Company and a member of the Risk Management Committee on 25 March 2014, and therefore did not attend any meetings of the Board and the Risk Management Committee of the Company in 2014; Mr. Wan Feng was re-designated from an Executive Director of the Company to a Non-executive Director on 25 March 2014, and ceased to be a Non-executive Director of the Company and a member of the Strategy and Investment Decision Committee on 5 August 2014. At the fourteenth meeting of the fourth session of the Board held on 29 May 2014, Mr. Wan Feng gave written authorization for Mr. Wang Sidong to act as his proxy to attend and vote at the meeting; at the fifteenth meeting of the fourth session of the Board held on 30 June 2014, Mr. Wan Feng gave written authorization for Mr. Miao Jianmin to act as his proxy to attend and vote at the meeting; at the eleventh meeting of the Strategy and Investment Decision Committee of the fourth session of the Board held on 29 May 2014, Mr. Wan Feng gave written authorization for Mr. Wang Sidong to act as his proxy to attend and vote at the meeting; Remuneration 4. 1. 2. Notes: Corporate Governance China Life Insurance Company Limited Annual Report 2014 77 4/4 3/3 5/5 | 2. Audit Committee Meeting 3. General Meeting 1 Independent Director Anthony Francis Neoh No 100% 0 0 0 1 Independent Director 0 Bruce Douglas Moore 100% 0 0 1 Non-executive Director Wang Sidong No 100% 0 Board Meeting No 0 0 100% Name of Director 0 Nomination and Strategy and In 2014, the attendance records of the resigned Directors are as follows: No 100% 0 0 0 1 Note: At the nineteenth meeting of the fourth session of the Board held on 24 March 2015, Mr. Miao Jianmin gave written authorization for Mr. Zhang Xiangxian to act as his proxy to attend and vote at the meeting. Independent Director No Independent Director 1 0 0 100% No Huang Yiping 0 Chang Tso Tung Stephen Bruce Douglas Moore Independent Director, Chairman of the Audit Committee of the fourth session of the Board Performance of duties by the Audit Committee 1/1 100% Chang Tso Tung Stephen Independent Director, member of the Audit Committee of the fourth session of the Board Independent Director, member of the Audit Committee of the fourth session of the Board Huang Yiping (1) Reviewing and approving the “Proposal on the 2013 Financial Report of the Company", the "Proposal on the Financial Report of the Company for the First Quarter of 2014”, the “Proposal on the 2014 Interim Report of the Company” and the “Proposal on the Financial Report of the Company for the Third Quarter of 2014". The Audit Committee was of the view that the financial reports of the Company reflected the overall situation of the Company in a true, accurate and complete manner, and gave its written opinion in this regard. 100% 1/1 (5) (3) Reviewing and approving the “Proposal in relation to the Appointment of Auditors of the Company for the Year 2014”; listening to the “Report on the Audit Plan of 2013”, the “Report on the Results of Agreed-upon Procedures Performed in relation to the First Quarter of 2014", the "Report on the 2014 Interim Review” and the “Report on the Results of Agreed-upon Procedures Performed in relation to the Third Quarter of 2014" from the external auditors. Examining the internal audit functions of the Company; reviewing and approving proposals including the "Proposal on the 2013 Internal Audit Summary and the 2014 Internal Audit Work Plan and Budget of Costs of the Company”, the “Proposal on the Audit on the Senior Management of the Company" and the "Proposal on the Internal Audit Summary for the First Half of 2014 and the Internal Audit Work Plan for the Second Half of 2014", in order to facilitate the communication between the Company's internal audit department and the independent auditors. Attendance rate (4) Monitoring the Company's internal control function; reviewing and approving the “Proposal concerning the 2013 Internal Control Assessments of the Company” and the “Proposal concerning the 2014 Work Plan of Internal Control Assessment of the Company" pursuant to Section 404 of the U.S. Sarbanes-Oxley Act; listening to the “Report on the Improvement of the Issues Identified by Ernst & Young in the First Round of Internal Control Audit in 2014". 1/1 Number of meetings attended Huang Yiping Name of member Bruce Douglas Moore Reviewing and approving the "Proposal concerning the Compliance Report of the Company for 2013", the "Proposal concerning the 2013 Audit Report of Connected Transactions of the Company” and the "Proposal concerning the Compliance Report of the Company for the First Half of 2014" pursuant to the relevant requirements of the CIRC and the SSE; reviewing the proposals on connected transactions, including the “Proposal concerning the Amendment to the Framework Agreement of Daily Connected Transactions between the Company and China Guangfa Bank Co., Ltd.”, the “Proposal on Requesting the Shareholders' General Meeting to Review the Capital Injection by the Company to China Life Property & Casualty Insurance Company Limited”, the “Proposal concerning the Execution of the Framework Chang Tso Tung Stephen Independent Director, member of the Audit Independent Director, Chairman of the Audit Committee of the fourth session of the Board 4/4 100% 1/1 Position 100% 1/1 100% 81 China Life Insurance Company Limited Annual Report 2014 Corporate Governance 2. From the end of the year 2014 up to the Latest Practicable Date, the Audit Committee of the fourth session of the Board convened 1 meeting. Attendance records of individual members are as follows: Committee of the fourth session of the Board Independent Director, member of the Audit Committee of the fourth session of the Board 82 1/1 Annual Report 2014 Number of meetings attended Attendance rate 100% Nomination and Remuneration Committee of the fourth session of the Board Bruce Douglas Moore Independent Director, member of the Chang Tso Tung Stephen Independent Director, Chairman of the 5/5 Note Nomination and Remuneration Committee of the fourth session of the Board Miao Jianmin Non-executive Director, member of the Nomination and Remuneration Committee of the fourth session of the Board Attendance rate 100% China Life Insurance Company Limited Position 2. Corporate Governance (6) Agreement of Daily Connected Transactions between the Company and its non-wholly owned subsidiary China Life Pension Company Limited and China Life AMP Asset Management Co., Ltd.", the "Proposal concerning the Execution of the Framework Agreement of Daily Connected Transactions between China Life Insurance (Group) Company and its non-wholly owned subsidiary China Life Property & Casualty Insurance Company Limited and China Life AMP Asset Management Co., Ltd.” and the “Proposal concerning the Execution of the Entrusted Investment and Management Agreement for Alternative Investments with Insurance Funds between the Company and China Life Investment Holding Company Limited"; reviewing the report on the list of connected parties of the Company and submitting a report relating thereto to the Board and the Supervisory Committee. Conducting investigation and research on Beijing Audit Center in May 2014 to have an in-depth understanding of the situation of such audit center since its inception in 2013, such as its work, long- term work planning, and the 2014 work plan and off-site audit. Through the investigation and research, all members of the Audit Committee highly appraised the work conducted by Beijing Audit Center, and offered supports for the better performance of duties of the Audit Committee. NOMINATION AND REMUNERATION COMMITTEE The Company established the Management Training and Remuneration Committee on 30 June 2003. On 16 March 2006, the Board resolved to change the name of the Management Training and Remuneration Committee to the Nomination and Remuneration Committee, with a majority of Independent Directors on the committee. The Nomination and Remuneration Committee is mainly responsible for reviewing the structure of the Board, its number of members and composition and drawing up plans for the appointment, succession and appraisal criteria of Directors and senior management. The committee is also responsible for formulating training and remuneration policies for the senior management of the Company. At present, the Nomination and Remuneration Committee of the fourth session of the Board comprises Mr. Chang Tso Tung Stephen and Mr. Bruce Douglas Moore, both of whom are Independent Directors, and Mr. Miao Jianmin, a Non- executive Director, with Mr. Chang Tso Tung Stephen acting as the Chairman. Name of member The Nomination and Remuneration Committee, as an advisor to the Board on the nomination of Directors, shall first discuss and agree on the list of candidates to be nominated as new Directors, following which such candidates are recommended to the Board. The Board shall then determine whether such candidates' appointments should be proposed for approval at the shareholders' general meeting. The major criteria considered by the Nomination and Remuneration Committee and the Board are educational background, management and research experience in the insurance industry, and the candidates' commitment to the Company. As to the nomination of Independent Directors, the Nomination and Remuneration Committee will give special consideration to the independence of the relevant candidates. 883 83 China Life Insurance Company Limited Annual Report 2014 Corporate Governance 1. Meetings and attendance In 2014, 5 meetings were held by the Nomination and Remuneration Committee of the fourth session of the Board. Attendance records of individual members are as follows: The Nomination and Remuneration Committee determines, with delegated responsibility, the remuneration packages of all Executive Directors and senior management officers. The fixed salary of the Executive Directors and other members of senior management are determined in accordance with market levels and their respective positions, and the amount of their performance-related bonuses is determined according to the results of performance appraisals. Directors' fees and the volume of share appreciation rights to be granted are determined with reference to market levels and the actual circumstances of the Company. Number of meetings attended 100% Name of member Name of Supervisor Xia Zhihua Shi Xiangming Yang Cuilian Li Xuejun Xiong Junhong Number of meetings attended Attendance rate In 2014, 6 meetings were held by the fourth session of the Supervisory Committee. Attendance records of individual Supervisors are as follows: 6/6 6/6 100% 6/6 100% Note 1 5/6 83% 515 2/2 Meetings and attendance At present, the fourth session of the Supervisory Committee of the Company comprises Ms. Xia Zhihua, Mr. Shi Xiangming, Ms. Yang Cuilian, Mr. Li Xuejun and Ms. Xiong Junhong, with Ms. Xia Zhihua acting as the Chairperson of the Supervisory Committee. Of the members of the Supervisory Committee, Ms. Xia Zhihua, Mr. Shi Xiangming and Ms. Xiong Junhong are Non Employee Representative Supervisors, and Ms. Yang Cuilian and Mr. Li Xuejun are Employee Representative Supervisors. China Life Insurance Company Limited Annual Report 2014 Corporate Governance advice after careful deliberation and discussion. In 2014, the Company provided various materials to Independent Directors, which enabled them to comprehend information associated with the insurance industry. All Independent Directors obtained information relating to the operation and management of the Company through various channels, which therefore formed the basis of their scientific and prudent decisions. In 2014, the Independent Directors of the Company and the representatives from the external auditors (Ernst & Young Hua Ming LLP and Ernst & Young) convened two special meetings to separately discuss on matters including the audit for the year 2013 and the annual financial reports, and listened to the “2014 Annual Audit Plan", and communicate in respect of the audit work of the Company. In 2014, the Independent Directors of the Company conducted investigation and research on Beijing Audit Center and the local branches of the Company in Hubei Province and carried out on-site inspections of the business development and management of the above branches. During the Reporting Period, Mr. Bruce Douglas Moore, an Independent Director, abstained from voting on the "Proposal in relation to the Proposed Participation in the Capital Increase of Sinopec Marketing Company Ltd." due to the facts that the investment project was complicated and he was not familiar with the sale market of refined oil in China. No Independent Director has raised any objection against other proposals and matters considered by the Board of the Company. CHAIRMAN AND PRESIDENT 1. During the Reporting Period, Mr. Yang Mingsheng served as the Chairman of the Board of Directors of the Company. The Chairman is the legal representative of the Company, primarily responsible for convening and presiding over Board meetings, ensuring the implementation of Board resolutions, attending annual general meetings and arranging attendance by Chairmen of Board committees to answer questions raised by shareholders, signing securities issued by the Company and other important documents, providing leadership for the Board to ensure that the Board works effectively and performs its responsibilities, encouraging all Directors to make a full and active contribution to the Board's affairs, promoting a culture of openness and debate, convening special meetings with Non-executive Directors and Independent Directors, and exercising other rights conferred on him by the Board. The Chairman is accountable to and reports to the Board. Mr. Lin Dairen is the President of the Company. The President is responsible for the day-to-day operations of the Company, including implementing strategies, policies, operation plans and investment schemes approved by the Board, formulating the Company's internal management structure and fundamental management policies, drawing up basic rules and regulations of the Company, submitting to the Board requests for appointment or removal of senior management officers and exercising other rights granted to him under the Articles of Association and by the Board. The President is fully accountable to the Board for the operations of the Company. Pursuant to the Company Law and the Articles of Association, the Company has established a Supervisory Committee. The Supervisory Committee performs the following duties in accordance with the Company Law, the Articles of Association and the Procedural Rules for Supervisory Committee Meetings: to examine the finances of the Company; to monitor whether the Directors, President, Vice Presidents and other senior management officers of the Company have acted in contravention of laws, regulations, the Articles of Association and resolutions of the shareholders' general meetings when discharging their duties; to review the financial information of the Company such as financial reports, results reports and profit distribution plans to be approved by Board; to propose the convening of extraordinary shareholders' general meetings, to propose resolutions at shareholders' general meetings and to perform any other duties under the laws, regulations and supervisory rules of the Company's listed jurisdictions. 79 China Life Insurance Company Limited Annual Report 2014 Corporate Governance The Supervisory Committee consists of Non Employee Representative Supervisors, such as shareholder representatives, and Employee Representative Supervisors, of which the Employee Representative Supervisors shall not be less than one- third of the Supervisory Committee. Non Employee Representative Supervisors, such as shareholder representatives, shall be elected and removed by a shareholders' general meeting while Employee Representative Supervisors shall be elected and removed by employees of the Company in a democratic manner. The Supervisory Committee is accountable to the shareholders and reports its work to the shareholders' general meeting according to relevant laws. It is also responsible for appraising the Company's operations, financial reports, connected transactions and internal control, etc. Meetings of the Supervisory Committee are convened by the Chairperson of the Supervisory Committee. According to the Articles of Association, the Company formulated the "Procedural Rules for Supervisory Committee Meetings" and established protocols for Supervisory Committee meetings. Supervisory Committee meetings are categorized as regular or ad-hoc meetings in accordance with the degree of pre-planning involved. There are at least three regular meetings each year, mainly to adopt and review financial reports and periodical reports, and examine the financial conditions and internal control of the Company. Ad-hoc meetings are convened when necessary. SUPERVISORY COMMITTEE 100% Notes: 1. 100% 1/1 100% 1/1 100% 2. 3. 1/1 The Supervisory Committee had no objection in respect of any matters under its supervision during the Reporting Period. For the work done by the Supervisory Committee during the Reporting Period, please refer to the “Report of the Supervisory Committee” in this annual report. AUDIT COMMITTEE The Company established its Audit Committee on 30 June 2003. In 2014, the Audit Committee comprised only Independent Directors of the Company. At present, the Audit Committee of the fourth session of the Board comprises Mr. Bruce Douglas Moore, Mr. Chang Tso Tung Stephen, and Mr. Huang Yiping, with Mr. Bruce Douglas Moore acting as the Chairman. All members of the Audit Committee have extensive experience in financial matters. Mr. Bruce Douglas Moore is the financial expert of the Audit Committee. The principal duties of the Audit Committee are to review and supervise the preparation of the Company's financial reports, assess the effectiveness of the Company's internal control system, supervise the Company's internal audit system and its implementation, and recommend the engagement or replacement of external auditors. The Audit Committee is also responsible for communications between the internal and external auditors and the establishment of the internal reporting mechanism of the Company. 1. Meetings and attendance In 2014, 4 meetings were held by the Audit Committee of the fourth session of the Board. Attendance records of individual members are as follows: Activities of the Supervisory Committee during the Reporting Period 100% 1/1 100% 2. At the fourteenth meeting of the fourth session of the Supervisory Committee held on 28 October 2014, Mr. Li Xuejun gave written authorization for Mr. Shi Xiangming to act as his proxy to attend and vote at the meeting; Mr. Luo Zhongmin ceased to be a Supervisor of the Company on 29 May 2014. In 2014, Mr. Luo Zhongmin attended the tenth and eleventh meetings of the fourth session of the Supervisory Committee of the Company with an attendance rate of 100%. 88 80 China Life Insurance Company Limited Annual Report 2014 Corporate Governance From the end of the year 2014 up to the Latest Practicable Date, the Supervisory Committee convened 1 meeting. Attendance records of individual Supervisors are as follows: Name of Supervisor Xia Zhihua Shi Xiangming Yang Cuilian Li Xuejun Xiong Junhong Number of meetings attended Attendance rate 1/1 Position 100% 100% From the end of the year 2014 up to the Latest Practicable Date, the Nomination and Remuneration Committee of the fourth session of the Board convened 1 meeting. Attendance records of individual members are as follows: 6/6 100% 99 6/6 3/3 33 100% 99 100% From the end of the year 2014 up to the Latest Practicable Date, the Strategy and Investment Decision Committee of the fourth session of the Board convened 1 meeting. Attendance records of individual members are as follows: Name of member Huang Yiping Wang Sidong Lin Dairen Position Independent Director, Chairman of the Strategy and Investment Decision Committee of the fourth session of the Board Non-executive Director, member of the Strategy and Investment Decision Committee of the fourth session of the Board Note: At the tenth meeting of the Strategy and Investment Decision Committee of the fourth session of the Board held on 25 April 2014, Mr. Wang Sidong gave written authorization for Mr. Wan Feng to act as his proxy to attend and vote at the meeting. 83% 5/6 Note 100% In 2014, 6 meetings were held by the Strategy and Investment Decision Committee of the fourth session of the Board. Attendance records of individual members are as follows: Name of member Position Huang Yiping Wang Sidong Lin Dairen Anthony Francis Neoh Su Hengxuan Independent Director, Chairman of the Strategy and Investment Decision Committee of the fourth session of the Board Non-executive Director, member of the Strategy and Investment Decision Committee of the fourth session of the Board Executive Director, member of the Strategy and Investment Decision Committee of the fourth session of the Board Independent Director, member of the Strategy and Investment Decision Committee of the fourth session of the Board Executive Director, member of the Strategy and Investment Decision Committee of the fourth session of the Board Number of meetings attended Attendance rate 2/2 Number of meetings attended Meetings and attendance Attendance rate 100% Notes: 2. 1. 2. At the fifteenth meeting of the Strategy and Investment Decision Committee of the fourth session of the Board held on 24 March 2015, Mr. Wang Sidong gave written authorization for Mr. Anthony Francis Neoh to act as his proxy to attend and vote at the meeting. At the fifteenth meeting of the Strategy and Investment Decision Committee of the fourth session of the Board held on 24 March 2015, Mr. Lin Dairen gave written authorization for Mr. Su Hengxuan to act as his proxy to attend and vote at the meeting. Performance of duties by the Strategy and Investment Decision Committee Corporate Governance In 2014, the Strategy and Investment Decision Committee performed its duties and functions in strict compliance with the "Procedural Rules for Strategy and Investment Decision Committee Meetings". In 2014, the Strategy and Investment Decision Committee held six meetings reviewed and approved the proposals in relation to annual investment plans, authorization of investments, new investment businesses, agreements and guidances for domestic and international entrusted investment management and major investment projects, and listened to reports, such as the report on the solvency and capital planning of the Company for the next five years and the annual assessment report for the "Twelfth Five-year Plan". INDEPENDENCE OF THE COMPANY FROM ITS CONTROLLING SHAREHOLDER Employees: The Company is independent in the aspects of employment, human resources and remuneration management. Assets: The Company owns all assets relating to the operation of its principal business. At present, the Company does not provide any guarantee for its shareholders. The Company's assets are independent, complete, and independent of the shareholders of the Company and other related parties. Finance: The Company has established a separate financial department, and an independent financial accounting system and financial management system; further, the Company makes financial decisions on its own; it employs separate financial personnel, opens separate accounts with banks and does not share bank accounts with CLIC; the Company, as a separate taxpayer, pays taxes individually according to law. Organization: The Company has established a well-developed organizational system, under which internal bodies such as the Board and the Supervisory Committee operate separately. There is no subordinate relationship between such internal bodies and the functional departments of the Company's controlling shareholder. Note: At the sixth meeting of the Nomination and Remuneration Committee of the fourth session of the Board held on 30 June 2014, Mr. Bruce Douglas Moore attended the meeting by way of telephony. 88 Based on its work needs, the Strategy and Investment Decision Committee conducted investigation and research in Hubei Province in April 2014, discussed with the management of the Company's branches at provincial, city and county levels, listened to the reports from branch offices with respect to the basic situations including their business development, risk prevention and payments on maturities, and conducted on-site inspection of “95519" call center and the service counters of local companies in counties. Through the investigation and research, all Directors had an in-depth understanding of the implementation by local companies of strategic decisions of the Board and gave their guiding opinions in respect thereof. China Life Insurance Company Limited Annual Report 2014 87 the fourth session of the Board Note 1 0/1 0 Executive Director, member of the Strategy 0/1 0 Anthony Francis Neoh and Investment Decision Committee of the fourth session of the Board Independent Director, member of the Strategy and Investment Decision Committee of ང 1/1 100% the fourth session of the Board Su Hengxuan Executive Director, member of the Strategy and Investment Decision Committee of 1/1 100% 1/1 1. Note 2 Annual Report 2014 84 China Life Insurance Company Limited Annual Report 2014 Corporate Governance In accordance with the “Procedural Rules for Nomination and Remuneration Committee Meetings" and the "Board Diversity Policy", the Nomination and Remuneration Committee carefully reviewed the structure of the Board, its number of members and composition, fully reviewed the professional qualifications and industrial background of the Director candidates and the members of the specialized Board committees, and the independence of the Independent Directors while taking into consideration of various factors such as business development management, strategic investment decisions, and corporate governance management and control, carefully examined and determined the remuneration packages of all Executive Directors and senior management officers, approved the terms of service contracts between the Company and each of the Executive Directors, Non- executive Directors and Independent Directors and pushed forward the signing of service contracts between the Company and all Directors, defined the rights, obligations and remunerations of Directors, and appraised the performance of Directors in the discharge of their duties. RISK MANAGEMENT COMMITTEE The Company established its Risk Management Committee on 30 June 2003. The Risk Management Committee is mainly responsible for formulating the Company's system of risk control benchmarks, assisting the management in establishing and improving the Company's internal control system, formulating the operational risk management policy of the Company, reviewing the assessment reports in relation to the Company's operational risk and internal control, and coordinating the handling of sudden and significant risks or crises. In 2014, the Nomination and Remuneration Committee performed its relevant duties and functions strictly in accordance with the “Procedural Rules for Nomination and Remuneration Committee Meetings". In 2014, the Nomination and Remuneration Committee convened five meetings, reviewed and approved the "Proposal concerning the 2013 Remuneration Management Report of the Company", and the “Proposal in relation to the 2013 Performance Appraisal Result and the Contract of 2014 Performance of the Company's Senior Management”, the “Proposal concerning the Remuneration of Directors and Supervisors of the Company” and the "Proposal concerning the Remuneration of Senior Management of the Company"; reviewed and approved the proposals in relation to the nomination of candidates of Executive Directors and Independent Directors, and the appointment of the President, Vice Presidents and Chief Financial Officer. At the Risk Management Committee of the fourth session of the Board comprises Mr. Anthony Francis Neoh, an Independent Director, Mr. Zhang Xiangxian, a Non-executive Director, and Mr. Miao Ping, an Executive Director, with Mr. Anthony Francis Neoh acting as the Chairman of the committee. 1. Meetings and attendance In 2014, 3 meetings were held by the Risk Management Committee of the fourth session of the Board. Attendance records of individual members are as follows: Name of member Position Anthony Francis Neoh present, Performance of duties by the Nomination and Remuneration Committee Nomination and Remuneration Committee of the fourth session of the Board 1/1 Position Corporate Governance Chang Tso Tung Stephen Independent Director, Chairman of the Number of meetings attended 1/1 Attendance rate 100% Nomination and Remuneration Committee of the fourth session of the Board Name of member Bruce Douglas Moore Independent Director, member of the 1/1 100% Nomination and Remuneration Committee of the fourth session of the Board Miao Jianmin Non-executive Director, member of the Zhang Xiangxian Miao Ping 100% 85 Number of meetings attended Attendance rate 1/1 100% 100% 1/1 100% 2. Performance of duties by the Risk Management Committee In 2014, the Risk Management Committee performed its duties and functions in strict compliance with the "Procedural Rules for Risk Management Committee Meetings". In 2014, the Risk Management Committee convened three meetings, reviewed and approved the "Proposal concerning the 2013 Work Summary of Anti-money Laundering and the 2014 Work Plan Report of the Company”, the “Proposal concerning the 2013 Comprehensive Risk Management Report of the Company”, the “Proposal concerning the 2014 Risk Preference Statement of the Company" and the "Proposal concerning the Amendments to the Comprehensive Risk Management Provisions of the Company"; listened to the "Report on the Work of Risk Preference and the Thoughts of 2015 Comprehensive Risk Management Work of the Company”; participated in the Audit Committee meetings to listen to the “Proposal concerning the 2013 Compliance Report of the Company" and the "Proposal concerning the 2013 Internal Control Assessment of the Company". STRATEGY AND INVESTMENT DECISION COMMITTEE The Company established the Strategy Committee on 30 June 2003. In October 2010, the proposal to establish the Strategy and Investment Decision Committee on the basis of the Strategy Committee was reviewed and approved at the ninth meeting of the third session of the Board. The Strategy and Investment Decision Committee is mainly responsible for the drawing-up of long-term development strategies and significant investment or financing plans of the Company, proposing significant projects of capital operation and assets management, and conducting studies and making recommendations on other important matters affecting the development of the Company. At present, the Strategy and Investment Decision Committee of the fourth session of the Board comprises Mr. Huang Yiping, an Independent Director, Mr. Wang Sidong, a Non-executive Director, Mr. Lin Dairen, an Executive Director, Mr. Anthony Francis Neoh, an Independent Director and Mr. Su Hengxuan, an Executive Director, with Mr. Huang Yiping acting as the Chairman. 98 Independent Director, Chairman of the Risk Management Committee of the fourth session of the Board Non-executive Director, member of the Risk Management Committee of the fourth session of the Board Executive Director, member of the Risk Management Committee of the fourth session of the Board 86 China Life Insurance Company Limited Independent Director, Chairman of the Risk Management Committee of the fourth session of the Board Non-executive Director, member of the Risk Management Committee of the fourth session of the Board Executive Director, member of the Risk Management Committee of the fourth session of the Board Miao Ping 1/1 Number of meetings attended 3/3 Zhang Xiangxian 33 100% 3/3 100% n 1/1 Attendance rate 100% China Life Insurance Company Limited Annual Report 2014 Corporate Governance From the end of the year 2014 up to the Latest Practicable Date, the Risk Management Committee of the fourth session of the Board convened 1 meeting. Attendance records of individual members are as follows: Name of member Anthony Francis Neoh Position The Company's website at www.e-chinalife.com The Company's H Share Disclosure Websites: HKExnews website at www.hkexnews.hk Company Profile 3 Securities Times www.sse.com.cn CSRC's Designated Website for the Company's Annual Report Disclosure: The Company's Annual Reports may be obtained at: China Life Insurance Company Limited Annual Report 2015 H Share Stock Short Name Stock Information: Stock Type Exchanges on which the Stocks are Listed Stock Code A Share Shanghai Stock Exchange ADR Shanghai Securities News 12/F, China Life Plaza, 16 Financial Street, Xicheng District, Beijing, P.R. China China Securities Journal Office Address: 16 Financial Street, Xicheng District, Beijing, P.R. China 100033 Fax: 852-29192638 Board Secretary: Zheng Yong Legal Representative: Yang Mingsheng China Life 601628 Office Address: 16 Financial Street, Xicheng District, Beijing, P.R. China 100033 Telephone: 86-10-63631191 Fax: 86-10-66575112 Email: ir@e-chinalife.com Securities Representative: Lan Yuxi Telephone: 86-10-63631068 Fax: 86-10-66575112 Email: lanyuxi@e-chinalife.com * Mr. Lan Yuxi, Securities Representative of the Company, is also the main contact person of the external Company Secretary engaged by the Company Registered Office Address: 16 Financial Street, Xicheng District, Beijing, P.R. China 100033 Current Office Address: 16 Financial Street, Xicheng District, Beijing, P.R. China 100033 Telephone: 86-10-63633333 Fax: 86-10-66575722 Website: www.e-chinalife.com Email: ir@e-chinalife.com Hong Kong Office: Office Address: 1403, 14/F., C.L.I. Building, 313 Hennessy Road, Wanchai, Hong Kong Telephone: 852-29192628 Media for the Company's A Share Disclosure: The Stock Exchange of Hong Kong Limited China Life Net premiums earned Exchange Major Financial Data¹ 2015 2014 Change 2013 2012 2011 For the year ended Total revenues 507,449 440,766 15.1% 417,883 371,485 370,899 362,301 330,105 9.8% 322,126 China Life Insurance Company Limited (“China Life") 324,813 Reporting Standards (IFRS) Under International Financial RMB million Financial Summary 2628 LFC H Share Registrar and Transfer Office: Computershare Hong Kong Investor Services Limited Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong Depositary of ADR: Deutsche Bank 60 Wall Street, New York, NY 10005 Domestic Legal Adviser: King & Wood Mallesons New York Stock International Legal Advisers: Debevoise & Plimpton LLP Auditors of the Company: Domestic Auditor: Ernst & Young Hua Ming LLP Address: Level 16, Ernst & Young Tower, Oriental Plaza, No.1 East Changan Avenue, Dongcheng District, Beijing, P.R. China Name of the Signing Auditors: Zhang Xiaodong, Huang Yuedong International Auditor: Ernst & Young Address: 22/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong 4 China Life Insurance Company Limited Annual Report 2015 Latham & Watkins Registered Name in English: Directors, Supervisors, Senior Management and Employees Registered Name in Chinese: Consolidated Statement of Comprehensive Income Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Consolidated Financial Statements Embedded Value 1 China Life Insurance Company Limited Annual Report 2015 Contents 2 3 5 6 9 28 38 41 54 58 73 97 101 Consolidated Statement of Financial Position 102 Independent Auditors' Report Internal Control 中国人寿保险股份有限公司 China Life Insurance Company Limited 318,276 Stock Code: 2628 小諧中國 Annual Report 2015 成己为人 成人达己 The Company is a life insurance company established in Beijing, China on 30 June 2003 according to the Company Law and Insurance Law of the People's Republic of China. The Company was successfully listed on the New York Stock Exchange, the Hong Kong Stock Exchange and the Shanghai Stock Exchange on 17 and 18 December 2003, and 9 January 2007, respectively. The Company's registered capital is RMB28,264,705,000. The Company is the largest life insurance company in China. Our distribution network, comprising exclusive agents, direct sales representatives, and dedicated and non-dedicated agencies, is the most extensive one in China. The Company is one of the largest institutional investors in China, and through its controlling shareholding in China Life Asset Management Company Limited, the Company is the largest insurance asset management company in China. The Company also has controlling shareholding in China Life Pension Company Limited. Our products and services include individual life insurance, group life insurance, and accident and health insurance. The Company is a leading provider of individual and group life insurance, annuity products and accident and health insurance in China. As at 31 December 2015, the Company had approximately 216 million long-term individual and group life insurance policies, annuity contracts, and long-term health insurance policies in force. We also provide both individual and group accident and short-term health insurance policies and services. Definitions and Material Risk Alert Company Profile Financial Summary Chairman's Statement Management Discussion and Analysis Report of the Board of Directors Report of the Supervisory Committee Significant Events Changes in Ordinary Shares and Shareholders Information Corporate Governance Honors and Awards 中國人壽保險股份有限公司(簡稱「中國人壽」) 103 107 CSRC HKSE SSE Company Law Insurance Law Securities Law Articles of Association China or PRC RMB China Securities Regulatory Commission The Stock Exchange of Hong Kong Limited Shanghai Stock Exchange Company Law of the People's Republic of China Insurance Law of the People's Republic of China Securities Law of the People's Republic of China Articles of Association of China Life Insurance Company Limited for the purpose of this report, "China" or "PRC" refers to the People's Republic of China, excluding the Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan region Renminbi Yuan Material Risk Alert: The Company has stated in this report the details of its existing risks including risks relating to macro trends, risks relating to business and risks relating to investments. Please refer to the analysis of the risks which the Company may face in its future development in the section headed “Management Discussion and Analysis”. Except for "the Company" referred to in the Consolidated Financial Statements. 2 China Life Insurance Company Limited Annual Report 2015 Company Profile China Insurance Regulatory Commission 105 CIRC China Life AMP Asset Management Co., Ltd., an indirect non-wholly owned subsidiary of the Company 108 110 228 China Life Insurance Company Limited Annual Report 2015 Definitions and Material Risk Alert In this annual report, unless the context otherwise requires, the following expressions have the following meanings: The Company' CLIC AMC Pension Company CLP&C CLI AMP CLWM China Life Insurance Company Limited and its subsidiaries China Life Insurance (Group) Company, the controlling shareholder of the Company China Life Asset Management Company Limited, a non-wholly owned subsidiary of the Company China Life Pension Company Limited, a non-wholly owned subsidiary of the Company China Life Property and Casualty Insurance Company Limited, a non- wholly owned subsidiary of CLIC China Life Investment Holding Company Limited, a wholly owned subsidiary of CLIC China Life Wealth Management Company Limited, an indirect non- wholly owned subsidiary of the Company Benefits, claims and expenses Chairman's Statement 404,275 2.79 4.86 increase of 0.88 percentage point 5.36 6.24 Gross investment yield (%) percentage point 87.79 88.25 88.72 decrease of 0.53 87.21 86.68 Ratio of assets and liabilities³ (%) percentage points 9.16 5.38 Net cash inflow/(outflow) from operating activities per share (0.67) 2.77 N/A 2.42 3.51 463,492 Major financial ratio Weighted average ROE (%) 11.56 12.83 decrease of 1.27 11.22 4.74 Notes: 1. 2. The Company actively pushed forward the development of policy-oriented businesses. Relying on its competitive advantages in professionalism and business scale, the Company continued to develop policy-oriented businesses including Supplementary Major Medical Insurance for Urban and Township Residents, New Village Cooperative Medical Insurance and New Rural Pension Insurance. The Company's inclusive businesses such as micro-insurance business realized nationwide coverage, and the insurance products designed for particular population groups such as senior citizens benefited over 10 million people. In addition, the Company provided insurance coverage for over 120,000 college-graduate village officials, and actively offered a career development platform for college-graduate village officials, with the number of the retired college-graduate village officials introduced to the Company's local branches amounting to over 1,000. The Company was constantly committed to the participation of public welfare and charitable undertakings. During the Reporting Period, the Company donated over RMB36 million through the China Life Foundation to provide support for several poverty alleviation projects and purchasing of medical vehicles in poverty- stricken areas. The Company also continually provided assistance for orphans from major disasters. During the period of “12th Five-Year Plan”, although the Company was confronted with the most complicated situation and the most challenges, it managed to overcome the difficulties and made progress in adjustment and transformation, laying a solid foundation for building a world-class life insurance company. The past five years helped us better recognize that the golden keys for opening up a new dimension of the Company's development were accelerating development by adhering to market orientation, optimizing structure by adhering to value guidance, improving service quality by emphasizing customer experience, enhancing information technology level by equipping the Company with high technologies, and strengthening local branches by building strong basis and solid foundation. 2 Calculated according to the premium data of life insurance companies in 2015 released by the CIRC. 7 China Life Insurance Company Limited Annual Report 2015 tenure. Chairman's Statement In retrospect, the development experiences accumulated during the “12th Five-Year Plan” period are valuable; looking forward, the "13th Five-Year Plan" period will present important opportunities for the Company to accelerate its development. The Company will stick to the general strategy of innovation-driven development and the main theme of transformation and upgrading, follow the operation ideas of “emphasizing value, strengthening sales force, optimizing structure, achieving stable growth and guarding against risks", strengthen benchmarking practice and focus on making breakthroughs. The Company will also put more efforts in accelerating business development, transforming business model, deepening reforms and laying strong basis and solid foundation, so as to enable everyone to enjoy the high- quality services provided by the Company, to create greater value for investors, and to strive for building a world-class life insurance company. 8 By Order of the Board Yang Mingsheng Chairman Beijing, China 23 March 2016 The year 2016 is the beginning of the “13th Five-Year Plan" and also a critical year for the Company to comprehensively deepen the reforms and push forward the “innovation-driven development strategy" in great depth. Facing new challenges and development opportunities, the Company will concentrate efforts and resources, reinforce execution in accordance with the general requirements of the “13th Five-Year Plan”, and strive to create a good beginning for its development during the “13th Five-Year Plan” period. The Company will seek to accelerate the development of core businesses, push forward sales transformation, boost the development of comprehensive sales and interactive businesses, and actively expand policy-oriented businesses. The exclusive individual agent channel will focus on developing businesses of regular premiums with 10 years or longer payment duration as well as the distributed short-term insurance businesses. The group insurance channel will seek to maintain its current profitability while further expanding its business scale and improving the profits. The bancassurance channel will make more efforts in transformation and development of regular premium businesses with long payment duration, good value and high quality. Meanwhile, the development of new business channels will be enhanced by adhering to the combination of online and offline sales, integration of online, tele and mobile sales, and the direct sales over the counter will be continually promoted. The Company will continue to make strategic investment in the development of its sales force with an aim to improve the quantity and quality of the sales team and enhance the hard power. While reinforcing and improving its competitive advantages in county-level markets, the Company will further accelerate its business development in key cities, thus firmly maintaining its leading position in the market. As to the Company's investment level, we will focus on enhancing the investment capabilities, improving the asset allocation management system and investment management framework, and optimizing the asset allocation structure, so as to improve the level of investment income. The Company will further implement the “innovation-driven development strategy", actively facilitate innovation in various fields, and push forward the construction of a “new generation” comprehensive business processing system with great efforts. By deepening its reforming progress, the Company will continue to enhance its development momentum. Moreover, the Company will be in full compliance with the requirements of China Risk Oriented Solvency System (C-ROSS), improve its effectiveness in risk control, strictly stick to the risk bottom line and steadily push forward the healthy and rapid development of the Company. 6.78 The Company has continually improved its corporate governance. During the Reporting Period, the Company successfully completed the change of sessions of the Board of Directors and the Supervisory Committee and elected the fifth sessions of the Board of Directors and the Supervisory Committee. Mr. Xu Hengping, Mr. Xu Haifeng, Mr. Liu Jiade, Mr. Robinson Drake Pike and Mr. Tang Xin joined the new session of the Board of Directors, and Mr. Miao Ping, Mr. Zhan Zhong and Ms. Wang Cuifei joined the new session of the Supervisory Committee. The new sessions of the Board of Directors and the Supervisory Committee continue to play roles of decision-making and supervision in a variety of areas, such as strategic planning, risk management, internal control and compliance, and performance appraisal, etc. Meanwhile, the Company would like to express its gratitude to the resigned/retired Directors, Mr. Su Hengxuan, Mr. Miao Ping, Mr. Bruce Douglas Moore and Mr. Huang Yiping, and the retired Supervisors, Ms. Xia Zhihua, Ms. Yang Cuilian and Mr. Li Xuejun for their contributions to the development of the Company during their During the Reporting Period, the Company's total revenue was RMB507,449 million, a 15.1% increase year-on- year; net profit attributable to equity holders of the Company was RMB34,699 million, a 7.7% increase year-on-year; earnings per share (basic and diluted) were RMB1.22, a 7.1% increase year-on-year. One-year new business value was RMB31,528 million, a 35.6% increase year-on-year. The Company's market share² in 2015 was approximately 23.0%, maintaining a leading position in the life insurance market. As at the end of the Reporting Period, the Company's total assets reached RMB2,448,315 million, an increase of 9.0% from the end of 2014; embedded value was RMB560,277 million, an increase of 23.2% from 2014. As at 31 December 2015, the Company's solvency ratio was 330.10%. Net profit refers to net profit attributable to equity holders of the Company, while equity holders' equity refers to equity attributable to equity holders of the Company. Investment assets = Cash and cash equivalents + Securities at fair value through profit or loss + Available-for-sale securities + Held-to-maturity securities + Term deposits + Securities purchased under agreements to resell + Loans + Statutory deposits restricted + Investment properties Ratio of assets and liabilities = Total liabilities/Total assets 3. 4. Gross investment yield The Board of Directors of the Company proposes the payment of a final dividend of RMB0.42 per share (inclusive of tax), subject to the shareholders' approval at the 2015 Annual General Meeting to be held on Monday, 30 May 2016. = 5 China Life Insurance Company Limited Annual Report 2015 Yang Mingsheng, Chairman In 2015, faced with the complicated international environment and the challenging tasks of carrying out reform and development and maintaining stability at home, China experienced stable economic development as a whole together with progress being achieved and stability ensured, which provided a favorable environment for the sound and fast development of insurance industry. In this year, the Company proactively adapted to the new normal state of economic development by firmly adhering to the operation ideas of “emphasizing value, strengthening sales force, optimizing structure and achieving stable growth”, implementing the “innovation-driven development strategy” in great depth, capturing opportunities, responding calmly and confidently, staying realistic and pragmatic and forging ahead with determination, and thus achieved the best operation results since the “12th Five-Year Plan”. The Company achieved new heights in its business development, with the growth rate of first-year regular premiums achieving a new high record since the share restructuring and listing of the Company, and the growth rates of both gross written premiums and first-year regular premiums with 10 years or longer payment duration being the highest over the past seven years. The Company's efficiency was continuously improved due to structure optimization, with the one-year new business value hitting a record high. The Company's sales force reached a new high level with its number surpassing one million for the first time in the Company's history. The Company's development achieved the balance between speed and efficiency, size and structure, and short-term and long-term operation, bringing a successful close to the Company's “12th Five-Year Plan". 6 China Life Insurance Company Limited Annual Report 2015 Chairman's Statement (Investment income + Net realised gains/(losses) on financial assets + Net fair value gains/(losses) through profit or loss + Total income from investment properties - Business tax and extra charges for investment)/((Investment assets at the beginning of the period + Investment assets at the end of the period)/2) 7.82 4.68 Net profit attributable to ordinary share holders 24,765 11,061 18,331 Net cash inflow/(outflow) from operating activities (18,811) 78,247 N/A 68,292 132,182 133,953 As at 31 December Total assets 2 Investment assets Total liabilities 7.1% Total equity holders' equity 9.0% 1,972,941 1,898,916 1,583,907 8.9% 1,848,681 1,790,838 1,494,969 8.3% 1,750,356 1,675,815 1,390,519 13.5% 220,331 221,085 191,530 Per share (RMB) Earnings per share (basic and diluted) 1.22 1.14 7.1% 0.88 0.39 0.65 Equity holders' equity per share 11.41 10.05 2,448,315 2,246,567 2,287,639 2,100,870 2,122,101 1,959,236 322,492 284,121 13.5% 32,211 of the Company 14.6% 391,557 363,554 352,599 Insurance benefits and claims expenses 352,219 315,294 11.7% 312,288 300,562 290,717 Profit before income tax 45,931 34,514 40,402 29,451 10,968 20,513 Net profit attributable to equity holders of the Company 34,699 32,211 7.7% 24,765 11,061 18,331 13.7% 7.80 Independent Director, Chairman of the Strategy and Investment Decision Committee of the fourth session of the Board Number of meetings attended Position Attendance rate 2/2 91 China Life Insurance Company Limited Annual Report 2015 Corporate Governance In 2015, 3 regular meetings were held by the Strategy and Investment Decision Committee of the fifth session of the Board. Attendance records of individual members are as follows: Name of member Huang Yiping Position Independent Director, Chairman of the Strategy and Investment Decision Committee of the fifth session of the Board Executive Director, member of the Strategy Number of meetings attended Note At the sixteenth meeting of the Strategy and Investment Decision Committee of the fourth session of the Board held on 28 April 2015, Mr. Su Hengxuan gave written authorization for Mr. Lin Dairen to act as his proxy to attend and vote at the meeting. 2/3 67% Lin Dairen 3/3 100% and Investment Decision Committee of the fifth session of the Board Wang Sidong Non-executive Director, member of the Strategy 3/3 100% and Investment Decision Committee of Xu Haifeng the fifth session of the Board Attendance rate At the fifteenth meeting of the Strategy and Investment Decision Committee of the fourth session of the Board held on 23 March 2015, Mr. Wang Sidong gave written authorization for Mr. Anthony Francis Neoh to act as his proxy to attend and vote at the meeting; At the fifteenth meeting of the Strategy and Investment Decision Committee of the fourth session of the Board held on 23 March 2015, Mr. Lin Dairen gave written authorization for Mr. Su Hengxuan to act as his proxy to attend and vote at the meeting; 3. 100% Lin Dairen Executive Director, member of the Strategy 1/2 Note 1 50% and Investment Decision Committee of the fourth session of the Board Wang Sidong Non-executive Director, member of the Strategy Note 2 1/2 50% and Investment Decision Committee of the fourth session of the Board Su Hengxuan Executive Director, member of the Strategy and Investment Decision Committee of 1/2 Note 3 50% the fourth session of the Board Anthony Francis Neoh Independent Director, member of the Strategy and Investment Decision Committee of the fourth session of the Board 2/2 100% Notes: 1. 2. Huang Yiping Name of member Independent Director, Chairman of the Risk Management Committee of the fourth session of the Board Non-executive Director, member of the Risk Management Committee of the fourth session of the Board Executive Director, member of the Risk Management Committee of Meetings and attendance 2/2 50% Note 2 12 1/2 50% Note 1 1/2 100% 2/2 Independent Director, Chairman of the Risk Management Committee of the fifth session of the Board Non-executive Director, member of the Risk Management Committee of the fifth session of the Board Non-executive Director, member of the Risk Management Committee of the fifth session of the Board Executive Director, member of the Risk Management Committee of the fifth session of the Board Xu Hengping Liu Jiade Zhang Xiangxian Anthony Francis Neoh Attendance rate Number of meetings attended the fourth session of the Board Number of meetings attended Attendance rate 2/2 42 100% 100% 2/2 2/2 22 100% In 2015, 2 regular meetings were held by the Risk Management Committee of the fifth session of the Board. Attendance records of individual members are as follows: Name of member Position 100% In 2015, 2 regular meetings were held by the Strategy and Investment Decision Committee of the fourth session of the Board. Attendance records of individual members are as follows: Notes: 2. Corporate Governance Executive Director, member of the Strategy Miao Ping Corporate Governance At present, the Risk Management Committee of the fifth session of the Board comprises Mr. Anthony Francis Neoh, an Independent Director, Mr. Zhang Xiangxian and Mr. Liu Jiade, the Non-executive Directors, and Mr. Xu Hengping, an Executive Director, with Mr. Anthony Francis Neoh acting as the Chairman. Mr. Miao Ping retired from his position as a member of the Risk Management Committee due to the expiry of the term of the Risk Management Committee of the fourth session of the Board. 1. Meetings and attendance In 2015, 2 regular meetings were held by the Risk Management Committee of the fourth session of the Board. Attendance records of individual members are as follows: Name of member Position Anthony Francis Neoh Zhang Xiangxian China Life Insurance Company Limited Annual Report 2015 90 96 The Company established the Strategy Committee on 30 June 2003. In October 2010, the proposal to establish the Strategy and Investment Decision Committee on the basis of the Strategy Committee was reviewed and approved at the ninth meeting of the third session of the Board. The Strategy and Investment Decision Committee is mainly responsible for the drawing-up of long-term development strategies and significant investment or financing plans of the Company, proposing significant projects of capital operation and assets management, and conducting studies and making recommendations on other important matters affecting the development of the Company. STRATEGY AND INVESTMENT DECISION COMMITTEE At the first meeting of the Risk Management Committee of the fifth session of the Board held on 28 October 2015, Mr. Zhang Xiangxian gave written authorization for Mr. Liu Jiade to act as his proxy to attend and vote at the meeting; At the second meeting of the Risk Management Committee of the fifth session of the Board held on 21 December 2015, Mr. Liu Jiade gave written authorization for Mr. Zhang Xiangxian to act as his proxy to attend and vote at the meeting. 89 China Life Insurance Company Limited Annual Report 2015 Corporate Governance 2. 1. Performance of duties by the Risk Management Committee (1) Attending meetings of the Risk Management Committee of the Board and providing guidance on the risk management of the Company. In 2015, all members of the Risk Management Committee diligently performed their duties, attended all meetings in a timely manner, and reviewed the proposals on risk management and internal control of the Company. During meetings of the Risk Management Committee, all members actively participated in discussions and gave guiding opinions on any proposals considered and discussed at the meetings. (2) Providing its opinions for the review of the proposals on risk management to the Board. In 2015, the Risk Management Committee closely monitored and controlled and effectively prevented internal and external risks of the Company, assisted the Board in establishing a well-developed internal control system of the Company, formulated an operational risk management strategy of the Company, and reviewed the assessment reports on business risk and internal control of the Company according to the regulatory requirements in the PRC and overseas. The Risk Management Committee provided its opinions for the review of the proposals on risk management such as the Measures for the Classification of Five Tiers of the Company's Insurance Asset Risks (Trial) and the assessment management system of the Company's investment credit risks, which offered professional support to the Board's decision-making in a scientific manner. (3) Participated in meetings of the Audit Committee of the Board to listen to the matters relevant to the annual compliance report and the internal control assessment for the year. In 2015, members of the Risk Management Committee participated in the thirteenth meeting of the Audit Committee of the fourth session of the Board and listened to the 2014 internal control assessment of the Company, and the report on the adjustment of internal control system of the Company according to the COSO new framework. (4) Conducting investigation and research on local branches. From 19 to 24 August 2015, Mr. Anthony Francis Neoh, the Chairman of the Risk Management Committee, conducted investigation and research on local branches in Xinlin Gol and Chifeng for the purpose of understanding the risk prevention and control of the local branches, and advised the local branches to raise their awareness of risk prevention and adhere to the bottom line of risks in their business development so as to enhance the legal compliance and risk prevention in a practical manner. In 2015, the Risk Management Committee performed its duties and functions in strict compliance with the "Procedural Rules for Risk Management Committee Meetings". All members performed their obligations in a responsible manner, and gave guiding opinions on proposals in relation to the internal control system of the Company, risk management and construction in compliance with laws. and Investment Decision Committee of 1. Anthony Francis Neoh In 2015, the Company was awarded the "Corporate Governance Excellence Awards (for companies listed on the Main Board)" in the assessment and selection of the “Hong Kong Corporate Governance Excellence Awards" jointly organized by the Chamber of Hong Kong Listed Companies and the Centre for Corporate Governance and Financial Policy, Hong Kong Baptist University. In the assessment and selection of the “Gold Bull Award for the PRC Listed Companies in 2014" held by China Securities in 2015, the Company was awarded the title of the “Gold Bull Award for the Most Profitable Companies in 2014” and Mr. Zheng Yong, the Board Secretary, was awarded the title of the "Gold Bull Award for Best Board Secretary in 2014". In the assessment and selection of the “2014 China Most Valuable Listed Companies in the PRC" held by the Securities Times, Mr. Zheng Yong, the Board Secretary, was awarded the title of the “Top 100 Board Secretaries in the PRC Listed Companies”, whereas in the assessment and selection of the “Golden Governance-Outstanding Board Secretaries of Listed Companies in 2015" held by Shanghai Securities News, he was awarded the title of the "Golden Governance-Board Secretary for Information Disclosure". In 2015, the Company continuously improved and strengthened its relations with investors, which mainly included holding the Annual General Meeting, holding results release conferences, embarking on global non-deal roadshows, meeting and holding conference calls with investors and analysts, attending investors' meetings, frequently updating information on its investor relations website, establishing an investor relations hotline and an exclusive electronic mailbox to ensure timely replies to any enquiries from investors and analysts. In 2015, the Company communicated with more than 3,000 investors and analysts through different channels, including the reception at the Company of 142 groups of investors and analysts consisting of over 700 individuals in total, communicating with more than 1,000 investors by participating in 16 investors' meetings held locally or overseas, and meeting and visiting more than 60 investors in roadshows. In addition, the Company kept in close contact with investors by phone and email, communicated with them through more than 1,500 emails, and answered their calls and emails for more than 1,000 person-time. Corporate Governance China Life Insurance Company Limited Annual Report 2015 95 95 In 2015, the Company continued to strengthen the construction of its information disclosure system and implement the regulatory requirements relating to information disclosure in a practical manner in order to ensure the timeliness, fairness, truthfulness, accuracy and completeness of information disclosure. The Company constantly promoted the innovation of periodic reports, actively studied and improved the method of disclosure of key information, and extended the scope and depth of information disclosure so as to enable investors to have a deeper understanding of the development strategies and business operations of the Company, thus further enhancing the quality of information disclosure of periodic reports. The Company disclosed important announcements in relation to its financial results with initiative and prudence, which ensured investors to obtain timely and accurate information affecting its decisions. The Company regularly organized training courses relating to information disclosure, carried out timely study and promotion of new regulatory rules of its listed jurisdictions in the PRC and overseas, and explained the key points and difficulties of information disclosure. The Company also strictly implemented the registration and filing procedures of persons who have knowledge of inside information, strengthened the confidentiality of the Company's inside information, and safeguarded the legitimate rights and interests of investors, with a view to maintaining the fairness, impartiality and openness of the information disclosure of the Company. The Company has established a well-developed and practical information disclosure system in strict compliance with the laws and regulations of its listed jurisdictions and continued to improve the quality of its information disclosure so as to ensure that domestic and overseas investors obtain true, accurate and complete information. The Company has proactively developed investor relations and strengthened its contact and communication with domestic and overseas investors through innovative work models, which enabled domestic and overseas investors to understand the business operations of the Company in a timely manner. INFORMATION DISCLOSURE AND INVESTOR RELATIONS Shareholders may put forward enquiries to the Board through the Board Secretary or the Company Secretary, or put forward proposals at shareholders' general meetings through their proxies. The Company has made available its contact details in its correspondence with shareholders to enable such enquiries or proposals to be properly directed. In accordance with the Articles of Association, when the Company convenes the shareholders' general meeting, shareholders individually or in aggregate holding 3% or more of the shares of the Company shall have the right to submit proposals to the Company. The Company should include such matters that fall into the scope of the functions and powers of the shareholders' general meeting in the agenda of the meeting. Shareholders individually or in aggregate holding 3% or more of the shares of the Company may submit provisional proposals in writing to the convenor sixteen days prior to the shareholders' general meeting. The provisional proposals shall fall into the scope of the functions and powers of the shareholders' general meeting and specify explicit topics and specific resolution matters. Corporate Governance China Life Insurance Company Limited Annual Report 2015 94 If the number of Directors is less than the number stipulated in the Company Law or two-thirds of the number specified by the Articles of Association, or the uncovered losses incurred amount to one-third of the Company's total share capital, or if the Board or the Supervisory Committee deems necessary, or more than half of the Directors (including at least two Independent Directors) requests, or shareholders holding 10% or more shares of the Company make a requisition, the Board shall convene an extraordinary shareholders' general meeting within two months. Where shareholders holding 10% or more shares request an extraordinary shareholders' general meeting, such shareholders shall make a request in writing to the Board with a clear agenda. The Board shall, upon receipt of such a written request, convene a meeting as soon as possible. If the Board fails to convene a meeting within 30 days of the receipt of such a written request, shareholders making such a request may convene a meeting by themselves at the cost of the Company within four months of the receipt by the Board of such a written request. CHANGES OF THE ARTICLES OF ASSOCIATION To safeguard shareholders' interests, in addition to the right to participate in the Company's affairs by attending shareholders' general meetings, shareholders have the right to convene extraordinary shareholders' general meetings under certain circumstances. With the approval at the 2014 Annual General Meeting held on 28 May 2015, the Company added the "fund sales business" into its business scope as stipulated in the Articles of Association and amended certain articles pursuant to the regulatory requirements. The amendment shall take effect after the approval of the CIRC is obtained. For details of such amendments, please refer to the Supplemental Notice of Annual General Meeting of the Company dated 8 May 2015. China Life Insurance Company Limited Annual Report 2015 At present, the Strategy and Investment Decision Committee of the fifth session of the Board comprises Mr. Tang Xin and Mr. Anthony Francis Neoh, the Independent Directors, Mr. Wang Sidong, a Non-executive Director, Mr. Lin Dairen and Mr. Xu Haifeng, the Executive Directors, with Mr. Tang Xin acting as the Chairman. Mr. Su Hengxuan resigned from his position as a member of the Strategy and Investment Decision Committee of the fourth session of the Board of the Company due to adjustment of working arrangements. Mr. Huang Yiping resigned from his position as the Chairman of the Strategy and Investment Decision Committee of the fifth session of the Board of the Company pursuant to relevant policies. 98 The Company has formulated the “Provisional Measures on Accountability System for Major Errors in Periodic Report Disclosures of China Life Insurance Company Limited", which set forth provisions governing the basic responsibilities of periodic report disclosures, the major errors in periodic report disclosures and the responsibility attribution. As of 31 December 2015, there has been no major error in periodic report disclosures of the Company. In order to regulate its inside information management and enhance the confidentiality of its inside information, the Company formulated the "Measures for the Administration of Persons Who Have Knowledge of Inside Information of China Life Insurance Company Limited", which was strictly implemented in all departments, branches, subsidiaries and major affiliates of the Company. the fifth session of the Board A relatively well-developed internal control system has been established in terms of team-building, sales and operations, and system management for the sales channels, such as individual insurance, group insurance, bancassurance, health insurance and e-commerce. This internal control system regulates the relevant authorizations and operational workflows, and effectively adopts the measures to prevent and manage risks relating to the operation of exclusive agents. The Company has promulgated clear regulations for the workflows and authorizations relating to the verification of insurance policies, insurance claims and insurance preservation. The Company has also formulated business operation standards and service quality standards, developed systems of business, document and file management, and further regulated the management of business approval authority to strengthen its control over business risk and improve the quality of its services. In compliance with regulatory requirements and having considered the characteristics of its business and management requirements, the Company established and implemented a series of internal control measures and procedures with respect to currency and funds, insurance operations, external investments, physical assets, information technology, financial reporting and information disclosure to ensure the safety and integrity of its assets. By complying with relevant PRC laws and regulations as well as the internal rules and regulations of the Company, the quality of accounting information has been improved. Internal Control China Life Insurance Company Limited Annual Report 2015 97 It is the responsibility of the Board of the Company to establish and effectively implement well-established internal control systems, assess their effectiveness and disclose the report on the internal control assessment. The Board and the Audit Committee are responsible for leading the implementation of internal control measures of the Company, and the Supervisory Committee supervises the internal control assessments performed by the Board. The Company has established Internal Control and Risk Management Departments and Internal Control and Compliance Departments in its headquarters and branches. The Company also conducts tests on the management level, assesses the effectiveness of the established and implemented internal control systems in accordance with the requirements of the PRC regulatory requirements and Section 404 of the U.S. Sarbanes-Oxley Act, and reports to the Board, the Audit Committee and the management. Pursuant to the requirements of the “Notice on the Proper Preparation for Disclosure of 2015 Annual Reports of Listed Companies” promulgated by the SSE, the Company shall release an Internal Control Self-assessment Report simultaneously with the publication of its 2015 annual report. The Company, as an overseas private issuer, was required to provide a specific assessment report on its internal control system relating to financial reporting for the year ended 31 December 2015 in its Form 20-F (U.S. Annual Report) submitted to the U.S. Securities and Exchange Commission (the “SEC”) in accordance with Section 404 of the U.S. Sarbanes-Oxley Act. In accordance with the requirements of laws and regulations relating to internal control of the jurisdictions where the Company is listed, the Company has completed internal control self-assessments in relation to the requirements of Section 404 of the U.S. Sarbanes-Oxley Act and the SSE for the year ended 31 December 2015, and confirmed that its internal controls were effective. The Company had also received from its independent auditors an unqualified opinion on the effectiveness of its internal control in relation to financial reporting as at 31 December 2015. The Company's assessment report and the report of its independent auditors will be included as an attachment to its annual report submitted to the SSE and its Form 20-F submitted to the SEC. The Company has been devoting significant effort towards the promotion of internal control and the establishment of internal control related systems. In accordance with the requirements of the "Standard Regulations on Corporate Internal Control”, the “Implementation Guidelines for Corporate Internal Control", the "Guidance on Internal Control for Companies Listed on the Shanghai Stock Exchange”, the “Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited", and the “Basic Standards of Internal Control for Insurance Companies" issued by the CIRC, the Company has carried out a lot of work on its internal control system establishment, rules implementation and risk management by strictly following its corporate governance structure. The Company also formulated and issued the “Internal Control Implementation Manual of China Life Insurance Company Limited (2015 Edition)" to strengthen the implementation of internal control standards and internal control assessments, and actively promoted the culture and philosophy of internal control, thereby continuously enhancing the internal control of the Company. ESTABLISHMENT OF AN INTERNAL CONTROL SYSTEM I. Internal Control 96 SHAREHOLDERS' INTERESTS In accordance with relevant laws and regulations such as the “Accounting Law of the People's Republic of China” and the “Enterprise Accounting Standards” and taking into account the needs of the Company for its business development, operation and management, the Company formulated and issued the "Accounting System of China Life Insurance Company Limited” and the “Accounting Practices of China Life Insurance Company Limited”. The accounting units of the Company at all levels have implemented them in strict compliance with the requirements of the accounting system and various basic systems to regulate works relating to financial accounting and preparation of financial reports. The accounting units of the Company at all levels have assigned positions in a reasonable manner, clearly defined duties and responsibilities of such positions and their scope of authority on management, and strictly prohibited employees from serving incompatible positions concurrently, thus exercising the control over financial risks in an efficient manner. The Company implements a term-of-service and target-related responsibility system for senior management. At the beginning of each year, a performance target contract will be entered into between the Chairman and the President, the President and the Vice Presidents, and the President's Office and the senior management of branches of the Company. The performance target contract system is an important tool in disassembling the strategic goals of the Company in a scientific manner, which is conducive towards the breakdown of targets and transmission of responsibility, enhancing the implementation capacity of the Company and ensuring the successful completion of its annual business targets. The performance appraisal criteria listed in the individual performance target contracts of senior management are partially linked to the business targets of the Company and partially formulated with reference to the duties and functions of their respective positions. China Life Insurance Company Limited Annual Report 2015 92 (1) Studying the application of the Company's insurance capital. All members of the Strategy and Investment Decision Committee carefully studied the regulatory requirements with respect to the application of insurance capital, and reviewed the proposals on the entrusted investment of the Company in overseas private equity markets and authorization of the amounts, the plans on the allocation of the Company's overseas assets and authorization of entrusted investment, and authorization of entrusted investment in relation to the marketization of the Company's RMB assets according to the Company's business development. In order to effectively promote the investment businesses of the Company, the Strategy and Investment Decision Committee conducted research on an annual authorization mechanism, which provided a key reference for the decision making of the Board. In 2015, all members of the Strategy and Investment Decision Committee attended meetings in a timely manner, reviewed the proposals on the application of the Company's insurance capital, annual investments, major strategic projects and annual related reports. Members of the Strategy and Investment Committee diligently performed their duties. During meetings of the Strategy and Investment Decision Committee, all members actively participated in discussions and gave professional advices on any proposals considered and discussed at the meetings. Performance of duties by the Strategy and Investment Decision Committee Note: At the third meeting of the Strategy and Investment Decision Committee of the fifth session of the Board held on 21 December 2015, Mr. Huang Yiping gave written authorization for Mr. Anthony Francis Neoh to act as his proxy to attend, vote and chair at the meeting. 2. 100% 3/3 100% 3/3 33 the fifth session of the Board Independent Director, member of the Strategy The remuneration for senior management comprises basic salary, performance compensation, welfare benefits and medium and long term incentives. Corporate Governance (2) and Investment Decision Committee of (4) (3) China Life Insurance Company Limited Annual Report 2015 Corporate Governance China Life Insurance Company Limited Annual Report 2015 93 33 Organization: The Company has established a well-developed organizational system, under which internal bodies such as the Board and the Supervisory Committee operate separately. There is no subordinate relationship between such internal bodies and the functional departments of the Company's controlling shareholder. Business operations: The Company independently develops personal insurance businesses, including life insurance, health insurance and accident insurance businesses, reinsurance relating to the above insurance businesses, use of funds permitted by applicable PRC laws and regulations or the State Council, as well as its all types of personal insurance services, consulting business and agency business, and other businesses permitted by insurance administrative and regulatory authorities of the PRC. The Company currently possesses the “Insurance Company Legal Person Permit” (Number: 000005) issued by the CIRC. The Company is independently engaged in the businesses as prescribed in its business scope according to law, has separate sales and agency channels and is licensed to use licensed trademarks without consideration. The completeness and independence of the Company's business operations will not be adversely affected by its relationship with related parties. Assets: The Company owns all assets relating to the operation of its principal business. At present, the Company does not provide any guarantee for its shareholders. The Company's assets are independent, complete, and independent of the shareholders of the Company and other related parties. Reviewing annual investment plans and entrusted investments of the Company. In 2015, the Strategy and Investment Decision Committee carefully reviewed the proposals on investment plans such as the Company's annual investment plans and annual investment plans in relation to the self-use real estate of the Company; the proposals on the authorization of investments such as the authorization of annual investment in non self-use real estate of the Company and the authorization of annual investment in insurance asset management products of the Company; and the proposals on investment guidelines such as the annual agreement and investment management guidelines of the Company to AMC and CLI. The Strategy and Investment Decision Committee fully reviewed the above proposals and submitted its opinions to the Board in this regard. Finance: The Company has established a separate financial department, and an independent financial accounting system and financial management system; further, the Company makes financial decisions on its own; it employs separate financial personnel, opens separate accounts with banks and does not share bank accounts with CLIC; the Company, as a separate taxpayer, pays taxes individually according to law. Discussing major strategic projects of the Company. In 2015, the Strategy and Investment Decision Committee fully discussed the necessity, feasibility and risks of the proposals on major strategic projects, including the overseas issue by the Company of RMB debt instruments for replenishment of capital, capital debt financing of the Company, strategic asset allocation plan of the Company for the years from 2016 to 2020, overseas issue by the Company of senior bonds and establishment of China Life Health Insurance Co., Ltd., and made significant recommendations to the Board. PERFORMANCE APPRAISAL AND INCENTIVES FOR SENIOR MANAGEMENT INDEPENDENCE OF THE COMPANY FROM ITS CONTROLLING SHAREHOLDER Employees: The Company is independent in the aspects of employment, human resources and remuneration management. Finalizing the relevant annual reports of the Company. The Strategy and Investment Decision Committee discussed and reviewed the annual assessment report for the “Twelfth Five-year Plan" and the report on the solvency and capital planning of the Company for the next five years, and inspected, assessed and planned the implementation of various development objectives and the execution of major work and measures. Taking into account the overall situation of domestic and international markets and the future development trends, as well as the key issues identified in the assessment, the committee devised plans for the solvency of the Company in the coming five years and suggested the key work ideas and the measures for improvement for the next stage. "2015 BrandZ Top 100 Global Most Valuable Brands", ranking No.62 Hexun.com and China Securities Market Research and Design Center (SEEC) – the “13th China's Financial Annual Champion Awards of 2015" The Chamber of Hong Kong Listed Companies and the Center for Corporate Governance and Financial Policy, Hong Kong Baptist University Millward Brown - "Financial Times" "2015 Gold Medal List of Chinese Financial Institutions" "Value Line" Magazine - the "2nd China Listed Companies Value Ranking List of 2015" of 2015" "2015 Top 500 Chinese Enterprises", ranking No.13 "2015 Most Reliable Life Insurance Company" "Hong Kong Corporate Governance Excellence Awards" "FORTUNE China" "National Business Daily" - Assessment and Selection of the "Golden Tripod Award" (the 6th Session) "2015 Forbes Global 2000", ranking No.37 II. RISK MANAGEMENT Honors and Awards China Life Insurance Company Limited Annual Report 2015 100 For an analysis and management of the major risk factors of the Company, please refer to Note 4 in the Notes to the Consolidated Financial Statements of this annual report. In 2015, the Company commenced a project for the establishment of a solvency risk management system pursuant to the requirements of the CIRC with respect to a trial run during the transitional period of the C-ROSS and benchmarked such system to the regulatory rules in all aspects so as to refine the regulatory assessment standards in two levels: the completeness of the system and the effectiveness of its implementation. By improving the system and mechanism of insolvency risk management, the Company optimized its mechanism for the formation and transmission of risk preference. A trial assessment on solvency risk management was carried out pursuant to the regulatory requirements, and the scores for such trial assessment effectively increased. Meanwhile, the Company conducted an in-depth analysis on the results of the trial assessment and prepared a breakdown structure in respect thereof in order to constantly improve its solvency risk management. The Company continued to comply with the "Guidelines for the Implementation of Comprehensive Risk Management of Personal Insurance Companies” issued by the CIRC, developed and improved the framework for comprehensive risk management, continued to carry out risk alert and risk alert classification management, and strengthened its ability to guard against risks in key risk fields. The Company established a 5-tier organizational structure with the ultimate responsibility assumed by the Board, under the direct leadership of the management, having reliance on the risk management departments and with the close cooperation among the relevant functional departments. The first tier is the corporate governance level, including the Board, the Supervisory Committee, and the Risk Management Committee and the Audit Committee under the Board. The second tier is the headquarter level. The President's Office of the Company has set up the Internal Control and Risk Management Committee, under which several functional departments, such as the Internal Control and Risk Management Department, the Legal and Compliance Department, the Supervision Department, the Audit Department, and the departments in charge of finance and business administration, are established. The third tier is the provincial branches level. The General Manager's Office of the Company has set up the Internal Control and Risk Management Committee, under which several functional departments, such as the Internal Control and Compliance Department, the Supervision Department, and the departments in charge of finance and business administration, are established. The fourth tier is the local or city branches level, including Supervision (Legal and Compliance) Departments and related functional departments. The fifth tier is the county sub-branches level, the persons responsible for internal control and risk management of which have been determined. By establishing the organizational structure of risk control, the Company has gradually established a criss-cross network of risk control system, with the risk management departments at all levels as leading bodies, the relevant functional departments as main bodies, the vertical decision-making control system and horizontal interactive collaboration mechanism as supporting systems and the comprehensive risk management as focus, thus laying a strong foundation for the Company to achieve a comprehensive risk management system with full coverage, all-employee participation and effective workflows. Internal Control China Life Insurance Company Limited Annual Report 2015 99 The Internal Control and Risk Management Department, Audit Department and Supervision Department of the Company are responsible for overseeing the implementation of its internal control policies. The Internal Control and Risk Management Department identifies issues in the areas of system design, control implementation and risk management in a timely manner through the adoption of various measures such as walk-through test, control test and risk analysis. It also eliminates loopholes, guards against risks and reduces losses by adopting various measures to improve systems, enhances legal compliance and pursues responsible persons. Adhering to the risk-oriented principle, in addition to the routine audits, the Audit Department has carried out a variety of ad-hoc audits, covering strategic resources investment, invoices and seals management, costs overrun, information system security, connected transactions, rectification of internal control deficiencies, subsequent audit and anti- money laundering. These routine and ad-hoc audits enabled the Company to identify potential risks in a timely manner and promote the business operation of the Company in compliance with applicable laws and regulations through improving the supervision and remedial mechanisms, strengthening the implementation of rectification measures and enhancing the application of audit results. The Company has formulated regulations with respect to the reporting, investigation, handling of and responsibility attribution for cases involving any violations of laws, disciplinary rules and regulations by employees, each being implemented by the Supervision Department, which ensures that cases involving any violations of laws, disciplinary rules and regulations by employees are handled in a timely manner, and the persons involved will be attributed to proper responsibility. The Supervision Department reports the cases involving insurance agents (which specifically refer to judicial cases) and manages the responsibility attribution of such cases in accordance with regulations such as the "Notice on the Establishment of a Reporting System of Judicial Cases involving Insurance Industry” issued by the CIRC and internal policies such as the “Implementing Rules for Responsibility Attribution of Cases", and constantly optimizes the relevant internal policies pursuant to the standards for administration of cases of insurance institutions promulgated by the competent authorities in charge of supervision of the insurance industry. The Company has established a comprehensive information technology system and formed a closed-loop mechanism focusing on centralized review and publication, periodic inspection and continuous improvement. Further, the Company has promoted the construction of an information safety system, and formulated and implemented a series of effective internal control measures in the course of system development and testing and day-to-day operation and management, thereby strengthening the information safety control and improving the information safety management of the Company. The Company has established a well-developed system relating to investment decisions in accordance with the relevant laws and regulations and based on the actual situation of investment management. The system defines the approval and decision-making authority, authorization mechanism and specific decision-making procedures for investment management. All major investment decisions shall be approved at an appropriate level and their actual implementation shall be in strict compliance with the relevant requirements of the investment management system. The Investment Decisions Committee is a permanent body of the Company for investment decisions, which is responsible for reviewing major investments and providing support to any investment decisions made by the management. China Life Insurance Company Limited Annual Report 2015 Internal Control "2015 Golden Dragon Award - Best Listed Insurance Company of the Year" "Forbes" "2015 Best Listed Company of China" We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. "2015 Best Life Insurance Company in Asia" 2014 2015 RMB million Notes As at 31 December As at 31 December As at 31 December 2015 Consolidated Statement of Financial Position China Life Insurance Company Limited Annual Report 2015 ASSETS 102 23 March 2016 Hong Kong Certified Public Accountants Ernst & Young In our opinion, the consolidated financial statements give a true and fair view of the financial position of the Company and its subsidiaries as at 31 December 2015, and of their financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards and have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance. OPINION An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors' judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity's preparation of consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the consolidated financial statements. Assessment and Selection of the "2015 China Listed Companies Most Respected by Investors" jointly organized by the Listed Companies Association of the PRC, China Securities Investor Protection Fund Corporation, the Shanghai Stock Exchange, the Shenzhen Stock Exchange, the Securities Association of China, the Asset Management Association of China, and co- organized by "Securities Times" International Customer Management Institute (ICMI) Assessment and Selection of the "2015 Best Global Call Center" "2015 Top 100 China Listed Companies Most Respected by Investors" "2015 Best Global Call Center" 101 "2015 Golden Tripod Award - the Insurance Company with the Best Comprehensive Strength of the Year" China Life Insurance Company Limited Annual Report 2015 EY 安永 To the shareholders of China Life Insurance Company Limited (Incorporated in the People's Republic of China with limited liability) We have audited the consolidated financial statements of China Life Insurance Company Limited (the "Company") and its subsidiaries set out on pages 103 to 227, which comprise the consolidated statement of financial position as at 31 December 2015, and the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information. DIRECTORS' RESPONSIBILITY FOR THE CONSOLIDATED FINANCIAL STATEMENTS The directors of the Company are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with International Financial Reporting Standards and the disclosure requirements of the Hong Kong Companies Ordinance, and for such internal control as the directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. AUDITORS' RESPONSIBILITY Our responsibility is to express an opinion on these consolidated financial statements based on our audit. Our report is made solely to you, as a body, in accordance with the Hong Kong Companies Ordinance, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. Independent Auditors' Report "21st Century Business Herald" - "Asian Insurance Companies Competitiveness Ranking 10 Property, plant and equipment Dividends paid (Note 32) (8,832) 8,832 Appropriation to reserves (Note 36) 1,518 692 826 non-controlling interests Capital paid in by Transactions with owners 71,798 355 32,211 39,232 (8,479) 39,284 39,232 32,514 303 32,211 222,585 2,254 95,037 97,029 28,265 (Note 36) (Note 35) (Note 34) RMB million RMB million 52 earnings RMB million (8,479) (91) 34,699 7,076 Total comprehensive income 7,137 61 7,076 35,187 488 34,699 287,331 3,210 109,937 RMB million 28,265 Dividends to non-controlling interests Other comprehensive income As at 1 January 2015 287,331 3,210 109,937 145,919 28,265 As at 31 December 2014 (7,052) 601 109 (17,311) 9,658 Total transactions with owners (91) Net profit 549 RMB million RMB million 7,137 Other comprehensive income that may be reclassified to profit or loss in subsequent periods (13,023) (2,242) 28 Income tax relating to components of other comprehensive income Exchange differences on translating foreign operations 120 353 Share of other comprehensive income of associates and joint ventures under the equity method (11,035) (12,767) attributable to participating policyholders Portion of fair value changes on available-for-sale securities 39,284 (7,120) Amount transferred to net profit from other comprehensive income 70,342 54,080 Fair value gains on available-for-sale securities profit or loss in subsequent periods: Other comprehensive income that may be reclassified to RMB million 2014 RMB million Note 2015 Other comprehensive income For the year ended 31 December 2015 Consolidated Statement of Comprehensive Income (32,297) RMB million Other comprehensive income that will not be reclassified to profit or loss in subsequent periods 7,137 Reserves instruments capital Retained Other equity Share Total Non-controlling interests of the Company Attributable to equity holders Total comprehensive income Other comprehensive income Net profit As at 1 January 2014 Other comprehensive income for the year, net of tax For the year ended 31 December 2015 China Life Insurance Company Limited Annual Report 2015 106 The notes on pages 110 to 227 form an integral part of these consolidated financial statements. 355 549 71,443 41,775 - Non-controlling interests - Equity holders of the Company Attributable to: 71,798 42,324 Total comprehensive income for the year, net of tax 39,284 Consolidated Statement of Changes in Equity China Life Insurance Company Limited Annual Report 2015 49 Transactions with owners 400,451 22,407 41,806 21,242 11,546 Debt securities Purchases: Property, plant and equipment Disposal of subsidiaries Disposals of equity securities Maturities of debt securities Disposals of debt securities Disposals and maturities: CASH FLOWS FROM INVESTING ACTIVITIES 78,247 285,647 (18,811) 106 313 Dividends received - securities at fair value through profit or loss 1,902 1,225 Interest received – securities at fair value through profit or loss (1,923) (8,380) Income tax paid 41,330 70,482 Receivables and payables 9,704 403 Net cash inflows/(outflows) from operating activities Financial liabilities at fair value through profit or loss 199 3,875 (53,340) 108 The notes on pages 110 to 227 form an integral part of these consolidated financial statements. (69,257) 67,047 Net cash inflows/(outflows) from investing activities (13,478) (11,305) Decrease/(increase) in policy loans, net 4,258 8,828 Dividends received 78,903 81,688 Interest received 437 (3,630) Decrease/(increase) in securities purchased under agreements to resell, net (25,972) 124,838 Decrease/(increase) in term deposits, net (5,671) (766) Additional capital contribution to associates and joint ventures (5,048) (8,384) Property, plant and equipment (312,544) (522,787) Equity securities (115,808) (9,602) 42,324 (13,698) (3,911) 123,055 163,381 7,791 28,265 (3,441) (37) (21,581) 10,386 7,791 As at 31 December 2015 Total transactions with owners 296 296 Others 3,722 (117) Dividends to non-controlling interests (11,491) (10,090) (11,491) Dividends paid (Note 32) 10,090 Appropriation to reserves (Note 36) 7,791 7,791 instruments holders Capital paid in by other equity 80 80 non-controlling interests Capital paid in by (117) (100,089) 326,214 107 (1,974) (268) (812) 2,124 2,036 108,955 112,142 (12,928) (42,506) (93,548) (97,582) 40,402 45,931 Securities at fair value through profit or loss The notes on pages 110 to 227 form an integral part of these consolidated financial statements. Changes in operating assets and liabilities: Foreign exchange gains Depreciation and amortisation Insurance contracts Net realised and unrealised gains on financial assets Investment income Adjustments for: CASH FLOWS FROM OPERATING ACTIVITIES Profit before income tax RMB million 2014 RMB million 2015 For the year ended 31 December 2015 Consolidated Statement of Cash Flows China Life Insurance Company Limited Annual Report 2015 Share of profit of associates and joint ventures, net RMB1.14 145,919 The notes on pages 110 to 227 form an integral part of these consolidated financial statements. Financial liabilities at fair value through profit or loss 67,989 67,994 17 2,623 2,643 16 675 Bonds payable Interest-bearing loans and borrowings 74,745 107,774 Policyholder dividends payable 72,275 856 84,106 Investment contracts 1,603,446 1,715,985 14 RMB million RMB million Notes 2014 2015 As at 31 December December As at 31 Insurance contracts Liabilities 15 LIABILITIES AND EQUITY 10,890 18 28,265 34 1,959,236 2,122,101 Equity Total liabilities 223 217 20 20 52 5,347 19,375 16,953 Securities sold under agreements to repurchase 28 26,514 19 15,850 32,266 Statutory insurance fund Current income tax liabilities Deferred tax liabilities Other liabilities Premiums received in advance 25,617 30,092 Annuity and other insurance balances payable 46,089 31,354 20,062 28,265 As at 31 December 2015 China Life Insurance Company Limited Annual Report 2015 770,516 9.5 Available-for-sale securities 6,153 6,333 9.4 Statutory deposits – restricted 690,156 562,622 9.3 Term deposits 166,453 207,267 9.2 607,531 Loans 504,075 9.1 Held-to-maturity securities 44,390 47,175 8 Investments in associates and joint ventures 1,283 1,237 25,348 26,974 69 7 Investment properties 517,283 Consolidated Statement of Financial Position Securities at fair value through profit or loss 137,990 103 The notes on pages 110 to 227 form an integral part of these consolidated financial statements. 2,246,567 2,448,315 Total assets 47,034 76,096 19,411 23,642 13 1,032 1,420 12 233 9.6 Cash and cash equivalents Reinsurance assets 11,166 11,913 11 105 44,350 49,552 9.8 Accrued investment income 11,925 21,503 9.7 Securities purchased under agreements to resell 53,052 Other assets 35 Premiums receivable 36 Investment contract benefits 25 (2,264) (1,958) Policyholder dividends resulting from participation in profits (33,491) (105,883) (24,866) (35,569) (27,147) Finance costs 26 (4,320) (4,726) Underwriting and policy acquisition costs (27,458) (109,509) Increase in insurance contract liabilities 5,060 4,185 Total revenues BENEFITS, CLAIMS AND EXPENSES Insurance benefits and claims expenses 507,449 440,766 24 Life insurance death and other benefits (221,701) (192,659) Accident and health claims and claim adjustment expenses 24 (21,009) (16,752) 24 (25,432) Other expenses (7,428) Income tax Net profit Attributable to: - Equity holders of the Company - Non-controlling interests Basic and diluted earnings per share (7,888) 35,187 34,699 488 32,211 303 7,791 RMB1.22 30 32,514 (10,744) 28 40,402 (4,151) Statutory insurance fund contribution 20 (743) (701) Total benefits, claims and expenses (463,492) (404,275) Share of profit of associates and joint ventures, net 8 1,974 3,911 Profit before income tax 27 45,931 Other income 5,808 Administrative expenses Notes ended 31 December 2015 2015 2014 Share capital RMB million RMB million REVENUES Gross written premiums For the year 109,937 Net written premiums Net change in unearned premium reserves Net premiums earned 363,971 (978) 331,010 (515) 362,993 330,495 Less: premiums ceded to reinsurers (692) Consolidated Statement of Comprehensive Income 104 Attributable to equity holders of the Company Non-controlling interests Total equity Total liabilities and equity Approved and authorised for issue by the Board of Directors on 23 March 2016. Yang Mingsheng Director Lin Dairen Director China Life Insurance Company Limited Annual Report 2015 322,492 3,722 3,210 326,214 287,331 2,448,315 2,246,567 The notes on pages 110 to 227 form an integral part of these consolidated financial statements. Other equity instruments 284,121 Retained earnings (390) 330,105 145,919 123,055 362,301 163,381 10,209 23 Net fair value gains through profit or loss Reserves 32,297 22 Net realised gains on financial assets Investment income 21 7,120 97,582 93,548 Standards/Amendments Effective for annual period 2.1.2 New accounting standards and amendments that are not yet effective and have not been early adopted by the Group for the financial year beginning on 1 January 2015 1,358 Content (19,415) 16,704 241 10 2,630 beginning on or after IAS 28 Amendments IFRS 10, IFRS 12 and IAS 7 Amendments IFRS 9 IFRS 15 Equity Method in Separate Financial Statements Sale or Contribution of Assets between an Investor and its Associate or Joint Venture Accounting for Acquisitions of Interests in Joint Operations 1 January 2016 1 January 2016 1 January 2016 Investment Entities: Applying the Consolidation Exception IAS 27 Amendments IFRS 10 and IAS 28 Amendments IFRS 11 Amendments IFRS 16 arrangement. 29,062 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2 ended 31 December 2015 year For the Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 113 IFRS 10, IFRS 12 and IAS 28 Amendments – Investment Entities: Applying the Consolidation Exception Amendments to IFRS 10 clarify that the exemption from presenting consolidated financial statements applies to a parent entity that is a subsidiary of an investment entity, when the investment entity measures all of its subsidiaries at fair value. The amendments to IFRS 10 also clarify that only a subsidiary that is not an investment entity itself and provides support services to the investment entity is consolidated. All other subsidiaries of an investment entity are measured at fair value. Consequential amendments were made to IFRS 12 to require an investment entity that prepares financial statements in which all of its subsidiaries are measured at fair value through profit or loss in accordance with IFRS 9 to present the disclosures in respect of investment entities in accordance with IFRS 12. IAS 28 was also amended to allow an investor that is not itself an investment entity, and has an interest in an investment entity associate or joint venture, to retain the fair value measurement applied by the investment entity associate or joint venture to the interest in its subsidiaries. The amendments are not expected to have any material impact on the Group's consolidated financial statements as the Company is not an investment entity as defined in IFRS 10. The amendments to IFRS 11 require that a joint operator accounting for the acquisition of an interest in a joint operation, in which the activity of the joint operation constitutes a business, must apply the relevant IFRS 3 principles for business combinations accounting. The amendments also clarify that a previously held interest in a joint operation is not remeasured on the acquisition of an additional interest in the same joint operation while joint control is retained. The amendments are effective for annual periods beginning on or after 1 January 2016, with early adoption permitted. It is not expected that the amendments would be relevant to the Group, since the Group has no joint operation as at 31 December 2015. IFRS 11 Amendments – Accounting for Acquisitions of Interests in Joint Operations These amendments eliminate the inconsistency between the requirements in IFRS 10 and those in IAS 28 Investments in Associates and Joint Ventures with regard to dealing with the contribution or sale of assets between an investor and its associate or joint venture. These amendments are effective for annual periods beginning on or after 1 January 2016, with early adoption permitted. The amendments are not expected to have any material impact on the Group's consolidated financial statements. 2.1.2 New accounting standards and amendments that are not yet effective and have not been early adopted by the Group for the financial year beginning on 1 January 2015 (continued) IFRS 10 and IAS 28 Amendments - Sale or Contribution of Assets between an Investor and its Associate or Joint Venture 2.1 Basis of preparation (continued) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) For the year ended 31 December 2015 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 2 112 IAS 27 Amendments – Equity Method in Separate Financial Statements The amendments to IAS 27 will allow entities to use the equity method to account for investments in subsidiaries, joint ventures and associates in their separate financial statements. The amendments are effective for annual periods beginning on or after 1 January 2016, with early adoption permitted. The amendments are not expected to have any impact on the Group's consolidated financial statements since the Group has no intention to apply the equity method in the separate financial statements. - 1 January 2019 1 January 2018 Revenue from Contracts with Customers Leases 1 January 2018 Financial Instruments 1 January 2017 Statement of Cash Flows 1 January 2016 25,704 The Group has prepared these consolidated financial statements in accordance with International Financial Reporting Standards ("IFRSs”), amendments to IFRSs and interpretations issued by the International Accounting Standards Board ("IASB"). These consolidated financial statements also comply with the applicable disclosure provisions of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “Listing Rules") and the applicable disclosure requirements of the Hong Kong Companies Ordinance. The Group has prepared the consolidated financial statements under the historical cost convention, except for financial assets and liabilities at fair value through profit or loss, available-for- sale securities, insurance contract liabilities and certain property, plant and equipment at deemed cost as part of the Restructuring process. The preparation of financial statements in conformity with IFRSS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 3. Beginning of the year 2.1 Basis of preparation (continued) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2 ended 31 December 2015 year For the Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 2 China Life Insurance Company Limited Annual Report 2015 Notes to the Consolidated Financial Statements For the year ended 31 December 2015 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.1 Basis of preparation (continued) 2.1.1 New accounting standards and amendments adopted by the Group for the first time for the financial year beginning on 1 January 2015 Standards Annual Improvements 2010-2012 Cycle Annual Improvements 2011-2013 Cycle The Annual Improvements 2010-2012 Cycle issued in January 2014 sets out amendments to a number of IFRSS and International Accounting Standards (“IASS”). Details of the main amendments that are effective for the current year are as follows: IFRS 8 Amendments - Operating Segments The amendments to IFRS 8 clarify that an entity must disclose the judgements made by management in applying the aggregation criteria in IFRS 8, including a brief description of operating segments that have been aggregated and the economic characteristics used to assess whether the segments are similar. The amendments also clarify that the reconciliation of segment assets to total assets is only required to be disclosed if the reconciliation is reported to the chief operating decision maker. The amendments have had no impact on the Group's consolidated financial statements. IAS 24 Amendments – Related Party Disclosures The amendments to IAS 24 clarify that a management entity (an entity that provides key management personnel services) is a related party subject to the related party disclosures. In addition, an entity that uses a management entity is required to disclose the expenses incurred for management services. These amendments are not relevant for the Group as it does not receive any management services from other entities. The Annual Improvements 2011-2013 Cycle issued in January 2014 sets out amendments to a number of IFRSS and IASS. Details of the main amendments that are effective for the current year are as follows: IFRS 3 Amendments - Business Combinations The amendments to IFRS 3 clarify that joint arrangements, not just joint ventures, are outside the scope of IFRS 3. This scope exception applies only to the accounting in the financial statements of the joint arrangement itself. The amendments have had no impact on the Group as the Company is not a joint 2.1.1 New accounting standards and amendments adopted by the Group for the first time for the financial year beginning on 1 January 2015 (continued) Cash and cash equivalents IFRS 13 Amendments Fair Value Measurement 110 47,034 21,330 End of the year 76,096 47,034 Analysis of balances of cash and cash equivalents Cash at banks and in hand 74,135 45,439 Short-term bank deposits 1,961 1,595 The notes on pages 110 to 227 form an integral part of these consolidated financial statements. 109 China Life Insurance Company Limited Annual Report 2015 Notes to the Consolidated Financial Statements For the year ended 31 December 2015 1 2 ORGANIZATION AND PRINCIPAL ACTIVITIES China Life Insurance Company Limited (the “Company”) was established in the People's Republic of China ("China" or the "PRC”) on 30 June 2003 as a joint stock company with limited liability as part of a group restructuring of China Life Insurance (Group) Company ("CLIC”, formerly China Life Insurance Company) and its subsidiaries (the "Restructuring"). The Company and its subsidiaries are hereinafter collectively referred to as the "Group". The Group's principal activity is the writing of life insurance business, providing life, annuity, accident and health insurance products in China. The Company is a joint stock company incorporated in the PRC with limited liability. The address of its registered office is: 16 Financial Street, Xicheng District, Beijing, the PRC. The Company is listed on the New York Stock Exchange, the Stock Exchange of Hong Kong Limited, and the Shanghai Stock Exchange. These consolidated financial statements are presented in millions of Renminbi (“RMB million”) unless otherwise stated. These consolidated financial statements have been approved for issue by the Board of Directors on 23 March 2016. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. 2.1 Basis of preparation 111 2.1 Basis of preparation (continued) 2.1.2 New accounting standards and amendments that are not yet effective and have not been early adopted by the Group for the financial year beginning on 1 January 2015 (continued) IAS 7 Amendments - Statement of Cash Flows SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) IFRS 9 - Financial Instruments The amendments to IFRS 13 clarify that the portfolio exception in IFRS 13 can be applied not only to financial assets and financial liabilities, but also to other contracts within the scope of IFRS 9 Financial Instruments and IAS 39 Recognition and Measurement. The amendments have had no impact on the Group's consolidated financial statements. 118 The historical costs of property, plant and equipment comprise its purchase price, including import duties and non-refundable purchase taxes, and any directly attributable costs of bringing the asset to its working condition and location for its intended use. Expenditure incurred after terms of property, plant and equipment have been put into operation, such as repairs and maintenance, is normally charged to the statement of comprehensive income in the period in which it is incurred. In situations where the recognition criteria are satisfied, the expenditure for a major inspection is capitalised in the carrying amount of the assets as a replacement. Where significant parts of property, plant and equipment are required to be replaced at intervals, the Group recognises such parts as individual assets with specific useful lives and depreciates them accordingly. Property, plant and equipment, are stated at historical costs less accumulated depreciation and any accumulated impairment losses, except for those acquired prior to 30 June 2003, which are stated at deemed cost less accumulated depreciation and any accumulated impairment losses. 2.6 Property, plant and equipment Except for China Life Franklin Asset Management Company Limited (“AMC HK") (Note 39(c)), the functional currency of the Group is RMB. The reporting currency of the consolidated financial statements of the Group is RMB. Transactions in foreign currencies are translated at the exchange rates ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rates ruling at the end of the reporting period. Exchange differences arising in these cases are recognised in net profit. 2.5 Foreign currency translation Operating segment refers to the segment within the Group that satisfies the following conditions: i) the segment generates income and incurs costs from daily operating activities; ii) management evaluates the operating results of the segment to make resources allocation decision and to evaluate the business performance; and iii) the Group can obtain relevant financial information of the segment, including financial condition, operating results, cash flows and other financial performance indicators. The Group's operating segments are presented in a manner consistent with the internal management reporting provided to the operating decision maker - president office for deciding how to allocate resources and for assessing performance. 2.4 Segment reporting SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2 ended 31 December 2015 year For the Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 117 The investments in associates and joint ventures are stated at cost less impairment in the Company's statement of financial position. The results of associates and joint ventures are accounted for by the Company on the basis of dividends received and receivable. The Group determines at each reporting date whether there is any objective evidence that the investments in associates and joint ventures are impaired. If this is the case, an impairment loss is recognised for the amount by which the investment's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of the investment's fair value less costs of disposal and value in use. The impairment of investments in the associates and joint ventures is reviewed for possible reversal at each reporting date. Goodwill represents the excess of the cost of an acquisition over the fair value of the Group's share of the net identifiable assets of acquired associates or joint ventures at the date of acquisition. Goodwill on acquisitions of associates and joint ventures is included in investments in associates and joint ventures and is tested annually for impairment as part of the overall balance. Impairment losses on goodwill are not reversed. Gains or losses on the disposal of an entity take into consideration the carrying amount of goodwill relating to the entity sold. Unrealised gains on transactions between the Group and its associates or joint ventures are eliminated to the extent of the Group's interests in the associates or joint ventures. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Associates and joint ventures' accounting policies have been changed where necessary to ensure consistency with the policies adopted by the Group. The Group's share of post-acquisition profit or loss of its associates and joint ventures is recognised in net profit, and its share of post-acquisition movements in OCI is recognised in the consolidated statement of comprehensive income. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Group's share of losses in an associate or joint venture equals or exceeds its interest in the associate or joint venture, including any other unsecured receivables, the Group does not recognise further losses unless it has obligations to make payments on behalf of the associate or joint venture. Investments in associates and joint ventures are accounted for using the equity method of accounting and are initially recognised at cost. Joint ventures are the type of joint arrangements whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control. Associates are entities over which the Group has significant influence, generally accompanying a shareholding of between 20% and 50% of the voting rights of the investee. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but is not control or joint control over those policies. 2.3 Associates and joint ventures (91) For the year ended 31 December 2015 (117) (11,491) CASH FLOWS FROM FINANCING ACTIVITIES Increase/(decrease) in securities sold under agreements to repurchase, net Cash received from issuing other equity instruments Cash received from borrowings Cash repaid to lenders Interest paid Dividends paid to equity holders of the Company Dividends paid to non-controlling interests Capital injected into subsidiaries by non-controlling interests Net cash inflows/(outflows) from financing activities Foreign exchange gains on cash and cash equivalents Net increase in cash and cash equivalents China Life Insurance Company Limited Annual Report 2015 Consolidated Statement of Cash Flows For the year ended 31 December 2015 2015 2014 RMB million RMB million (13,757) 25,663 7,791 2,881 (10) (4,471) (4,618) (8,479) In January 2016, the IASB published amendments to IAS 7 Statement of Cash Flows. The amendments require an entity to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes. The amendments should be applied for annual periods beginning on or after 1 January 2017, early application permitted. When an entity first applies the amendments, it is not required to provide comparative information for preceding periods. Notes to the Consolidated Financial Statements 2 Profit or loss and each component of other comprehensive income (“OCI”) are attributed to the equity holders of the Company and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group's accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full upon consolidation. The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. the Group's voting rights and potential voting rights. • rights arising from other contractual arrangements; and • the contractual arrangement with the other vote holders of the investee; all relevant facts and circumstances in assessing whether it has power over an investee, including: When the Group has less than a majority of the voting or similar rights of an investee, the Group considers the ability to use its power over the investee to affect its returns. • exposure, or rights, to variable returns from its involvement with the investee; and power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee); The consolidated financial statements include the financial statements of the Company and its subsidiaries for the year ended 31 December 2015. Subsidiaries are those entities which are controlled by the Group (including the structured entities controlled by the Group). Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has: 2.2 Consolidation SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) For the year ended 31 December 2015 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 2 114 In addition, the Annual Improvements 2012-2014 Cycle issued in September 2014 sets out amendments to other standards. These annual improvements were established to make non-urgent but necessary amendments to IFRSs. No material changes to the accounting policies of the Group are expected as a result of these annual improvements. IFRS 16 supersedes IAS 17 Leases. It requires lessees to recognise leases as assets and liabilities on their balance sheets, with certain exemptions. The lessor accounting is substantially unchanged. IFRS 16 will be effective for annual periods beginning on or after 1 January 2019. Early application is permitted, provided that IFRS 15 Revenue from Contracts with Customers is applied. The Group is currently assessing the impact on the Group's consolidated financial statements. IFRS 16 Leases IFRS 15 establishes a new five-step model that will apply to revenue arising from contracts with customers. Under IFRS 15, revenue is recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. The principles in IFRS 15 provide a more structured approach for measuring and recognising revenue. In September 2015, the IASB issued amendments to IFRS 15 regarding a one-year deferral of the mandatory effective date of IFRS 15 to 1 January 2018. IFRS 15 is not applied to the insurance contracts and financial instruments, which are the main sources of the Group's revenue. The Group is currently assessing the impact on the Group's consolidated financial statements. IFRS 15 - Revenue from Contracts with Customers In July 2014, the IASB issued the final version of IFRS 9 Financial Instruments which reflects all phases of the financial instruments project and replaces IAS 39 Financial Instruments: Recognition and Measurement and all previous versions of IFRS 9. The standard introduces new requirements for classification and measurement, impairment, and hedge accounting. IFRS 9 is effective for annual periods beginning on or after 1 January 2018, with early adoption permitted. The Group is currently assessing the impact on the Group's consolidated financial statements. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it: China Life Insurance Company Limited Annual Report 2015 • derecognises the carrying amount of any non-controlling interests; 116 If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in OCI is reclassified to profit or loss as appropriate. When the Group ceases to have control or significant influence, any retained interest in the entity is re- measured to its fair value, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in OCI in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in OCI are reclassified to profit or loss. The Group treats transactions with non-controlling interests that do not result in loss of controls as equity transactions. For shares purchased from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposal of shares to non-controlling interests are also recorded in equity. Transactions with non-controlling interests The investments in subsidiaries are accounted for only in the Company's statement of financial position at cost less impairment. Cost is adjusted to reflect changes in consideration arising from contingent consideration amendments. Cost also includes direct attributable costs of investment. The results of subsidiaries are accounted for by the Company on the basis of dividends received and receivable. The excess of the aggregate of the consideration transferred, the fair value of any non-controlling interest in the acquiree, and the fair value of any previous equity interest in the acquiree at the acquisition date over the fair value of the net identifiable assets acquired and liabilities assumed is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed, and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the re- assessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in profit or loss. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. If there is any indication that goodwill is impaired, recoverable amount is estimated and the difference between carrying amount and recoverable amount is recognised as an impairment charge. Impairment losses on goodwill are not reversed in subsequent periods. Gains or losses on the disposal of an entity take into consideration the carrying amount of goodwill relating to the entity sold. The Group uses the acquisition method of accounting to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value at the acquisition date. On an acquisition- by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest's proportionate share of the acquiree's net assets. 2.2 Consolidation (continued) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2 ended 31 December 2015 year For the Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 115 reclassifies the Group's share of components previously recognised in OCI to profit or loss or retained earnings, as appropriate, as if the Group had directly disposed of the related assets or liabilities. • recognises any surplus or deficit in profit or loss; and • recognises the fair value of any investment retained; • recognises the fair value of the consideration received; • derecognises the cumulative translation differences recorded in equity; • derecognises the assets (including goodwill) and liabilities of the subsidiary; In addition, the Group has adopted the amendments to the Listing Rules relating to the disclosure of financial information with reference to the Hong Kong Companies Ordinance (Cap. 622) during the current financial year. The main impact to the financial statements is on the presentation and disclosure of certain information in the financial statements. • China Life Insurance Company Limited Annual Report 2015 (a) The reasonable estimate of liability for long-term insurance contracts is the present value of reasonable estimates of future cash outflows less future cash inflows. The expected future cash inflows include cash inflows of future premiums arising from the undertaking of insurance obligations, with consideration of decrement mostly from death and surrenders. The expected future cash outflows are cash outflows incurred to fulfil contractual obligations, consisting of the following: • • guaranteed benefits based on contractual terms, including payments for deaths, disabilities, diseases, survivals, maturities and surrenders; additional non-guaranteed benefits, such as policyholder dividends; reasonable expenses incurred to manage insurance contracts or to process claims, including maintenance expenses and claim settlement expenses. Future administration expenses are included in the maintenance expenses. Expenses are determined based on expense analysis with consideration of future inflation and the Group's expense management control. On each reporting date, the Group reviews the assumptions for reasonable estimates of liability and risk margins, with consideration of all available information, taking into account the Group's historical experience and expectation of future events. Changes in assumptions are recognised in net profit. Assumptions for the amortization of residual margin are locked in at policy issuance and are not adjusted at each reporting date. (b) Margin has been taken into consideration while computing the reserve of insurance contracts, measured separately and recognised in net profit in each period over the life of the contracts. At the inception of the contracts, the Group does not recognise Day 1 gain, whereas on the other hand, Day 1 loss is recognised in net profit immediately. Margin comprises risk margin and residual margin. Risk margin is the reserve accrued to compensate for the uncertain amount and timing of future cash flows. At the inception of the contract, the residual margin is calculated net of certain acquisition costs, mainly consist of underwriting and policy acquisition costs, by the Group representing Day 1 gain and will be amortised over the life of the contracts. For insurance contracts of which future returns are affected by investment yields of corresponding investment portfolios, their related residual margins are amortised based on estimated future participating dividends payable to policyholders. For insurance contracts of which future returns are not affected by investment yields of corresponding investment portfolios, their related residual margins are amortised based on sum assured of outstanding policies. The subsequent measurement of the residual margin is independent from the reasonable estimate of future discounted cash flows and risk margin. The assumption changes have no effect on the subsequent measurement of the residual margin. 125 (ii) Long-term insurance contracts (continued) China Life Insurance Company Limited Annual Report 2015 For the year ended 31 December 2015 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.11 Insurance contracts and investment contracts (continued) 2.11.2 Insurance contracts (continued) 2.11.2.a Recognition and measurement (continued) (ii) Long-term insurance contracts (continued) Notes to the Consolidated Financial Statements 2.11.2.a Recognition and measurement (continued) 2.11.2 Insurance contracts (continued) 2.11 Insurance contracts and investment contracts (continued) year ended 31 December 2015 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.11 Insurance contracts and investment contracts 2.11.1 Classification The Group issues contracts that transfer insurance risk or financial risk or both. The contracts issued by the Group are classified as insurance contracts and investment contracts. Insurance contracts are those contracts that transfer significant insurance risk. They may also transfer financial risk. Investment contracts are those contracts that transfer financial risk without significant insurance risk. A number of insurance and investment contracts contain a discretionary participating feature ("DPF"). This feature entitles the policyholders to receive additional benefits or bonuses that are, at least in part, at the discretion of the Group. 2.11.2 Insurance contracts 2.11.2.a Recognition and measurement (i) Short-term insurance contracts Premiums from the sale of short duration accident and health insurance products are recorded when written and are accreted to earnings on a pro-rata basis over the term of the related policy coverage. Reserves for short duration insurance products consist of unearned premium reserve and expected claims and claim adjustment expenses reserve. Actual claims and claim adjustment expenses are charged to net profit as incurred. The unearned premium reserve represents the portion of the premiums written net of certain acquisition costs relating to the unexpired terms of coverage. Reserves for claims and claim adjustment expenses consist of the reserves for reported and unreported claims and reserves for claim expenses with respect to insured events. In developing these reserves, the Group considers the nature and distribution of the risks, claims cost development, and experiences in deriving the reasonable estimated amount and the applicable margins. The methods used for reported and unreported claims include the case-by-case estimation method, average cost per claim method, chain ladder method, etc. The Group calculates the reserves for claim expenses based on the reasonable estimates of the future payments for claim expenses. (ii) Long-term insurance contracts Long-term insurance contracts include whole life and term life insurance, endowment insurance and annuity policies with significant life contingency risk. Premiums are recognised as revenue when due from policyholders. The Group uses the discounted cash flow method to estimate the reserve of long-term insurance contracts. The reserve of long-term insurance contracts consists of a reasonable estimate of liability, a risk margin and a residual margin. The long-term insurance contract liabilities are calculated using various assumptions, including assumptions on mortality rates, morbidity rates, lapse rates, discount rates, and expenses assumption, and based on the following principles: 124 2 China Life Insurance Company Limited Annual Report 2015 Notes to the Consolidated Financial Statements For the year ended 31 December 2015 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) (c) The Group has considered the impact of time value on the reserve calculation for insurance contracts. (iii) Universal life contracts and unit-linked contracts Universal life contracts and unit-linked contracts are unbundled into the following components: The Group retains substantially all the risk and rewards of ownership of securities sold under agreements to repurchase which generally mature within 180 days from the transaction date. Therefore securities sold under agreements to repurchase are classified as secured borrowings. The Group may be required to provide additional collateral based on the fair value of the underlying securities. Securities sold under agreements to repurchase are recorded at amortised cost, i.e. their cost plus accrued interest at the end of the reporting period. It is the Group's policy to maintain effective control over securities sold under agreements to repurchase which includes maintaining physical possession of the securities. Accordingly, such securities continue to be carried on the consolidated statement of financial position. 2.14 Bonds payable Bonds payable primarily include subordinated debts. Subordinated debts are initially recognised at fair value and subsequently measured at amortised cost using the effective interest rate method. Amortised cost is calculated by taking into account any discount or premium at acquisition and transaction costs. 127 China Life Insurance Company Limited Annual Report 2015 Notes to the Consolidated Financial Statements For the year ended 31 December 2015 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.15 Derivative instruments Embedded derivatives that are not closely related to their host contracts and meet the definition of a derivative are separated and fair valued through profit or loss. The Group does not separately measure embedded derivatives that meet the definition of an insurance contract or embedded derivatives that are closely relate to host insurance contracts including embedded options to surrender insurance contracts for a fixed amount (or an amount based on a fixed amount and an interest rate). 2.16 Employee benefits 2 128 Compensation under the stock appreciation rights is measured based on the fair value of the liabilities incurred and is expensed over the vesting period. Valuation techniques including option pricing models are used to estimate fair value of relevant liabilities. The liability is re-measured at the end of each reporting period to its fair value until settlement. Fair value changes in the vesting period is included in administrative expenses and changes after vesting period is included in net fair value gains/(losses) through profit or loss in net profit. The related liability is included in other liabilities. Stock appreciation rights each year. All full-time employees of the Group are entitled to participate in various government-sponsored housing funds. The Group contributes on a monthly basis to these funds based on certain percentages of the salaries of the employees. The Group's liability in respect of these funds is limited to the contributions payable in Housing benefits Full-time employees of the Group are covered by various government-sponsored pension plans under which the employees are entitled to a monthly pension based on certain formulae. These government agencies are responsible for the pension liability to these employees upon retirement. The Group contributes on a monthly basis to these pension plans. In addition to the government-sponsored pension plans, the Group established an employee annuity fund pursuant to the relevant laws and regulations in the PRC, whereby the Group is required to contribute to the schemes at fixed rates of the employees' salary costs. Contributions to these plans are expensed as incurred. Under these plans, the Group has no legal or constructive obligation for retirement benefit beyond the contributions made. Pension benefits 2.13 Securities sold under agreements to repurchase For the Financial liabilities at fair value through profit or loss are the portions owned by the external investors in the consolidated structured entities (open-ended funds and trust schemes). Such financial liabilities are designated at fair value upon initial recognition, and all realised or unrealised gains or losses are recognised in net profit. DPF is contained in certain long-term insurance contracts and investment contracts. These contracts are collectively called participating contracts. The Group is obligated to pay to the policyholders of participating contracts as a group the higher of 70% of accumulated surplus available and the rate specified in the contracts. The accumulated surplus available mainly arises from net investment income and gains and losses arising from the assets supporting these contracts. To the extent unrealised gains or losses from available- for-sale securities are attributable to policyholders, shadow adjustments are recognised in OCI. The surplus owed to policyholders is recognised as policyholder dividend payable whether it is declared or not. The amount and timing of distribution to individual policyholders of participating contracts are subject to future declarations by the Group. • insurance components • non-insurance components The insurance components are accounted for as insurance contracts; and the non-insurance components are accounted for as investment contracts (Note 2.11.3), which are stated in the investment contract liabilities. 2.11.2.b Liability adequacy test The Group assesses the adequacy of insurance contract reserves using the current estimate of future cash flows with available information at the end of each reporting period. If that assessment shows that the carrying amount of its insurance liabilities (less related intangible assets, if applicable) is inadequate in light of the estimated future cash flows, the insurance contract reserves will be adjusted accordingly, and any changes of the insurance contract liabilities will be recognised in net profit. 2.11.2.c Reinsurance contracts held Contracts with reinsurers under which the Group is compensated for losses on one or more contracts issued by the Group and that meet the classification requirements for insurance contracts are classified as reinsurance contracts held. Contracts with reinsurers that do not meet these classification requirements are classified as financial assets. Insurance contracts entered into by the Group under which the contract holder is another insurer (inwards reinsurance) are included with insurance contracts. The benefits to which the Group is entitled under its reinsurance contracts held are recognised as reinsurance assets. Amounts recoverable from or due to reinsurers are measured consistently with the amounts associated with the reinsured insurance contracts and in accordance with the terms of each reinsurance contract. Reinsurance liabilities are primarily premiums payable for reinsurance contracts and are recognised as expenses when due. The Group assesses its reinsurance assets for impairment as at the end of reporting period. If there is objective evidence that the reinsurance asset is impaired, the Group reduces the carrying amount of the reinsurance asset to its recoverable amount and recognises that impairment loss in net profit. 126 2 China Life Insurance Company Limited Annual Report 2015 Notes to the Consolidated Financial Statements For the year ended 31 December 2015 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.11 Insurance contracts and investment contracts (continued) 2.11.3 Investment contracts Revenue from investment contracts with or without DPF is recognised as policy fee income, which consists of various fee incomes (policy fees, handling fees and management fees, etc.) during the period. Policy fee income net of acquisition cost is deferred as unearned revenue and amortised over the expected life of the contracts. Except for unit-linked contracts, of which the liabilities are carried at fair value, the liabilities of investment contracts are carried at amortised cost. 2.11.4 DPF in long-term insurance contracts and investment contracts 2.12 Financial liabilities at fair value through profit or loss Notes to the Consolidated Financial Statements Derivatives are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at their fair value. The resulting gain or loss of derivative financial instruments is recognised in net profit. Fair values are obtained from quoted market prices in active market, taking into consideration of recent market transactions or valuation techniques, including discounted cash flow models and options pricing models, as appropriate. All derivatives are carried as assets when fair value is positive and as liabilities when fair value is negative. 123 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.7 Investment properties Investment properties are interests in land and buildings that are held to earn rental income and/or for capital appreciation, rather than for the supply of services or for administrative purposes. Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and any impairment loss. Depreciation is computed on the straight-line basis over the estimated useful lives. The estimated useful lives of investment properties are 15 to 35 years. Overseas investment properties that are held by the Group in the forms of property ownership, equity investment, or other forms, have expected useful lives of 50 years, determined based on the usage in their locations. The useful lives and depreciation method are reviewed periodically to ensure that the method and period of depreciation are consistent with the expected pattern of economic benefits from the individual investment properties. An investment property is derecognised when either it has been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gains or losses on the retirement or disposal of an investment property are recognised in the statement of comprehensive income in the year of retirement or disposal. A transfer to, or from, an investment property is made when, and only when, there is evidence of a change in use. 2.8 Financial assets 2.8.a Classification The Group classifies its financial assets into the following categories: securities at fair value through profit or loss, held-to-maturity securities, loans and receivables and available-for-sale securities. Management determines the classification of its financial assets at initial recognition which depends on the purpose for which the assets are acquired. The Group's investments in securities fall into the following four categories: (i) Securities at fair value through profit or loss This category has two sub-categories: securities held for trading and those designated at fair value through profit or loss at inception. Securities are classified as held for trading at inception if acquired principally for the purpose of selling in the short term or if they form part of a portfolio of financial assets in which there is evidence of short term profit-taking. The Group may classify other financial assets as at fair value through profit or loss if they meet the criteria in IAS 39 and designated as such at inception. (ii) Held-to-maturity securities Held-to-maturity securities are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Group has the positive intention and ability to hold to maturity and do not meet the definition of loans and receivables nor designated as available-for-sale securities or securities at fair value through profit or loss. 120 2 China Life Insurance Company Limited Annual Report 2015 Notes to the Consolidated Financial Statements For the year ended 31 December 2015 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) ended 31 December 2015 2.8 Financial assets (continued) year Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 Notes to the Consolidated Financial Statements For the year ended 31 December 2015 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.6 Property, plant and equipment (continued) Depreciation Depreciation is computed on a straight-line basis to write down the cost of each asset to its residual value over its estimated useful lives as follows: Office equipment, furniture and fixtures Motor vehicles Leasehold improvements Estimated useful lives 15 to 35 years 5 to 11 years 4 to 8 years Over the shorter of the remaining term of the lease and the useful lives The residual values, depreciation method and useful lives are reviewed periodically to ensure that the method and period of depreciation are consistent with the expected pattern of economic benefits from items of property, plant and equipment. Assets under construction mainly represent buildings under construction, which are stated at cost less any impairment losses and are not depreciated, except for those acquired prior to 30 June 2003, which are stated at deemed cost less any accumulated impairment losses. Cost comprises the direct costs of construction and capitalised borrowing costs on related borrowed funds during the period of construction. Assets under construction are reclassified to the appropriate category of property, plant and equipment, investment properties or other assets when completed and ready for use. Impairment and gains or losses on disposals Property, plant and equipment are reviewed for impairment losses whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised in net profit for the amount by which the carrying amount of the asset exceeds its recoverable amount, which is the higher of an asset's net selling price and value in use. The gain or loss on disposal of an item of property, plant and equipment is the difference between the net sales proceeds and the carrying amount of the relevant asset, and is recognised in net profit. 119 China Life Insurance Company Limited Annual Report 2015 For the 2.8.a Classification (continued) Buildings Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market other than those that the Group intends to sell in the short term or held as available-for-sale. Loans and receivables mainly comprise term deposits, loans, securities purchased under agreements to resell, accrued investment income and premium receivables as presented separately in the statement of financial position. the market price of the equity securities was more than 50% below their cost at the reporting date; • the market price of the equity securities was more than 20% below their cost for a period of at least six months at the reporting date; and the market price of the equity securities was below their cost for a period of more than one year (including one year) at the reporting date. When the decline in value is considered impairment, held-to-maturity debt securities are written down to their present value of estimated future cash flows discounted at the securities' effective interest rates; available-for-sale debt securities and equity securities are written down to their fair value, and the change is recorded in net realised gains on financial assets in the period the impairment is recognised. The impairment loss is reversed through net profit if in a subsequent period the fair value of a debt security increases and the increase can be objectively related to an event occurring after the impairment loss was recognised through net profit. The impairment losses recognised in net profit on equity instruments are not reversed through net profit. 122 2 China Life Insurance Company Limited Annual Report 2015 Notes to the Consolidated Financial Statements For the year ended 31 December 2015 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.9 Fair value measurement The Group measures financial instruments, such as securities at fair value through profit or loss and available-for-sale securities, at fair value at each reporting date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement of assets and liabilities is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: in the principal market for the asset or liability, or • in the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible to by the Group at the measurement date. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. All assets and liabilities for which fair value is measured or disclosed in the consolidated financial statements are categorised within the fair value hierarchy, described in Notes 4.3, 7, 10 and 39(b) based on the lowest level input that is significant to the fair value measurement as a whole. For assets and liabilities that are measured at fair value on a recurring basis, the Group determines whether transfers have occurred between each level in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. 2.10 Cash and cash equivalents (iii) Loans and receivables Cash amounts represent cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments with original maturities of 90 days or less, whose carrying value approximates fair value. • In evaluating whether a decline in value is impairment for equity securities, the Group also considers the extent or the duration of the decline. The quantitative factors include the following: The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient datas are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. it becomes probable that the issuer or debtor will enter into bankruptcy or other financial reorganisation; and the disappearance of an active market for that financial asset because of financial difficulties. 2.8.b Recognition and measurement Purchase and sale of investments are recognised on the trade date, when the Group commits to purchase or sell assets. Investments are initially recognised at fair value plus, in the case of all financial assets not carried at fair value through profit or loss, transaction costs that are directly attributable to their acquisition. Investments are derecognised when the rights to receive cash flows from the investments have expired or when they have been transferred and the Group has also transferred substantially all risks and rewards of ownership. Term deposits primarily represent traditional bank deposits which have fixed maturity dates and are stated at amortised cost. Loans are carried at amortised cost, net of allowance for impairment. (iv) Available-for-sale securities The Group purchases securities under agreements to resell substantially identical securities. These agreements are classified as secured loans and are recorded at amortised cost, i.e. their costs plus accrued interests at the end of the reporting period, which approximates fair value. The amounts advanced under these agreements are reflected as assets in the consolidated statement of financial position. The Group does not take physical possession of securities purchased under agreements to resell. Sale or transfer of the securities is not permitted by the respective clearing house on which they are registered while the loan is outstanding. In the event of default by the counterparty to repay the loan, the Group has the right to the underlying securities held by the clearing house. 121 China Life Insurance Company Limited Annual Report 2015 Notes to the Consolidated Financial Statements For the Securities at fair value through profit or loss and available-for-sale securities are carried at fair value. Equity investments that do not have a quoted price in an active market and whose fair value cannot be reliably measured are carried at cost, net of allowance for impairments. Held-to-maturity securities are carried at amortised cost using the effective interest method. Investment gains and losses on sales of securities are determined principally by specific identification. Realised and unrealised gains and losses arising from changes in the fair value of the securities at fair value through profit or loss category, and the change of fair value of available-for-sale debt securities due to foreign exchange impact on the amortised cost are included in net profit in the period in which they arise. The remaining unrealised gains and losses arising from changes in the fair value of available-for-sale securities are recognised in OCI. When securities classified as available-for-sale securities are sold or impaired, the accumulated fair value adjustments are included in net profit as realised gains on financial assets. Available-for-sale securities are non-derivative financial assets that are either designated in this category or not classified in any of the other categories. year • • • significant financial difficulty of the issuer or debtor; a breach of contract, such as a default or delinquency in payments; 2.8 Financial assets (continued) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2 ended 31 December 2015 2.8.c Impairment of financial assets other than securities at fair value through profit or loss Financial assets other than those accounted for as at fair value through profit or loss are adjusted for impairment, where there are declines in value that are considered to be impairment. In evaluating whether a decline in value is an impairment for these financial assets, the Group considers several factors including, but not limited to, the following: 2015 2014 RMB million % RMB million % Premiums of long-term insurance contracts New Xin Feng Endowment (Type A) (a) 38,314 7.09% 62,635 20.56% Xin Annuity (b) 10.74% 2,171 0.71% Kang Ning Whole Life (c) Product name 23,508 11.55% 35,606 The Group manages insurance risks through two types of reinsurance agreements, ceding on a quota share basis or a surplus basis, to cover insurance liability risk. Reinsurance contracts cover almost all products, which contain risk liabilities. The products reinsured include: life insurance, accident and health insurance or death, disability, accident, illness and assistance in terms of product category or function, respectively. These reinsurance agreements spread insured risk to a certain extent and reduce the effect of potential losses to the Group. However, the Group's direct insurance liabilities to the policyholder are not eliminated because of the credit risk associated with the failure of reinsurance companies to fulfil their responsibilities. All insurance operations of the Group are located in the PRC. There are no significant differences among the regions where the Group underwrites insurance contracts. 4 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (continued) 24,623 3.5 Determination of control over investee The Group applies its judgment to determine whether the control indicators set out in Note 2.2 indicate that the Group controls structured entities such as funds and asset management products. The Group sponsors certain structured entities (e.g. funds), and acts as a manager for such entities according to the contracts. In addition, the Group may be exposed to variability of returns as a result of holding shares of the structured entities. Determining whether the Group controls such structured entities usually focuses on the assessment of the aggregate economic interests of the Group in the entities (including any carried interests and expected management fees) and the decision-making rights on the entity. As at 31 December 2015, the Group has consolidated some fund products issued and managed by the Company's subsidiary, China Life AMP Asset Management Company (“CL AMP"), and some trust schemes issued and managed by third parties in the consolidated financial statements. Please refer to Note 39(c) for the details. RISK MANAGEMENT Risk management is carried out by the Company's Risk Management Committee under policies approved by the Company's Board of Directors. The Group issues contracts that transfer insurance risk or financial risk or both. This section summarises these risks and the way the Group manages them. 4.1 Insurance risk 4.1.1 Types of insurance risks The risk under any one insurance contract is the possibility that an insured event occurs and the uncertainty about the amount of the resulting claim. By the very nature of an insurance contract, this risk is random and therefore unpredictable. For a portfolio of insurance contracts where the theory of probability is applied to the pricing and provisioning, the principal risk that the Group faces under its insurance contracts is that the actual claims and benefit payments are less favourable than the underlying assumptions used in establishing the insurance liabilities. This occurs when the frequency or severity of claims and benefits exceeds the estimates. Insurance events are random, and the actual number of claims and the amount of benefits paid will vary each year from estimates established using statistical techniques. Experience shows that the larger the portfolio of similar insurance contracts, the smaller the relative variability of the expected outcome will be. In addition, a more diversified portfolio is less likely to be affected across the board by a change in any subset of the portfolio. The Group has developed its insurance underwriting strategy to diversify the types of insurance risks accepted and within each of these categories to achieve a sufficiently large population to reduce the variability of the expected outcome. The Group manages insurance risk through underwriting strategies, reinsurance arrangements and claims handling. 134 4 RISK MANAGEMENT (continued) China Life Insurance Company Limited Annual Report 2015 Notes to the Consolidated Financial Statements For the year ended 31 December 2015 4.1 Insurance risk (continued) 4.1.2 Concentration of insurance risks The table below presents the Group's major products of long-term insurance contracts: 8.08% 0.07% 22,265 Xin Annuity (b) 13 0.01% Kang Ning Whole Life (c) 3,692 3.20% 3.74% Fu Lu Shuang Xi Participating Endowment (d) 3,136 0.06% 2.72% 2.49% Hong Fu Participating Endowment (e) 54,374 47.17% 10,255 10.77% Others (f) 3 53,982 2,367 Fu Lu Shuang Xi Participating Endowment (d) 56 New Xin Feng Endowment (Type A) (a) 6.71% 29,749 9.76% Hong Fu Participating Endowment (e) 63 0.02% 149 0.05% Others (f) 80 211,826 185,350 60.84% Total 331,582 100.00% 304,677 100.00% Insurance benefits of long-term insurance contracts 63.89% ended 31 December 2015 2.22 Operating leases For the For the year ended 31 December 2015 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.21 Current and deferred income taxation Income tax expense for the period comprises current and deferred tax. Income tax is recognised in net profit, except to the extent that it relates to items recognised directly in OCI where the income tax is recognised in OCI. Current income tax assets and liabilities for the current period are calculated on the basis of the tax laws enacted or substantively enacted at the end of each reporting period in the jurisdictions where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken with respect to situations in which applicable tax regulation is subject to interpretation. Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Substantively enacted tax rates are used in the determination of deferred income tax. Notes to the Consolidated Financial Statements Deferred income tax is provided on temporary differences arising on investments in subsidiaries, associates and joint ventures except where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not be reversed in the foreseeable future. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the end of the reporting period. Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority. 130 2 China Life Insurance Company Limited Annual Report 2015 Notes to the Consolidated Financial Statements For the year ended 31 December 2015 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Leases where substantially all the risks and rewards of ownership of assets remain with the lessor company are accounted for as operating leases. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Conversely, previously unrecognised deferred tax assets are reassessed by the end of each reporting period and are recognised to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Where the Group is the lessor, assets leased by the Group under operating leases are included in investment properties and rentals receivable under such operating leases are credited to the consolidated statement of comprehensive income on the straight-line basis over the lease terms. China Life Insurance Company Limited Annual Report 2015 Interest expenses for bonds payable, securities sold under agreements to repurchase and interest-bearing loans and borrowings are recognised within finance costs in net profit using the effective interest rate method. 46.83% 2 China Life Insurance Company Limited Annual Report 2015 Notes to the Consolidated Financial Statements For the year ended 31 December 2015 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.17 Share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of equity instruments are shown in equity as a deduction, net of tax, from the proceeds. 2.18 Other equity instruments 129 Other equity instruments are Core Tier 2 Capital Securities issued by the Group. These securities contain no contractual obligation to deliver cash or another financial asset; or to exchange financial assets or financial liabilities with another entity under conditions that are potentially unfavorable to the Group; or to be settled in the Group's own equity instruments. Therefore the Group classifies these securities as other equity instruments. Fees, commissions and other transaction costs of these securities' issuance are deducted from equity. The distributions of the Securities are recognised as profit distribution at the time of declaration. Turnover of the Group represents the total revenues which include the following: Premiums Premiums from long-term insurance contracts are recognised as revenue when due from the policyholders. Premiums from the sale of short duration accident and health insurance products are recorded when written and are accreted to earnings on a pro-rata basis over the term of the related policy coverage. Policy fee income Revenue from investment contracts is recognised as policy fee income, which consists of various fee incomes (policy fees, handling fees and management fees, etc.) over the period of which service is provided. Policy fee income net of certain acquisition costs is deferred as unearned revenue and amortised over the expected life of the contracts. Policy fee income is recognised in revenue as part of other income. Investment income Investment income comprises interest income from term deposits, cash and cash equivalents, debt securities, securities purchased under agreements to resell, loans, and dividend income from equity securities. Interest income is recorded on an accrual basis using the effective interest rate method. Dividend income is recognised when the right to receive dividend payment is established. 2.20 Finance costs 2.19 Revenue recognition Where the Group is the lessee, rentals payable under operating leases are charged to the consolidated statement of comprehensive income on the straight-line basis over the lease terms. The aggregate benefit of incentives provided by the lessor is recognised as a reduction in rental expenses over the lease terms on the straight-line basis. 2.23 Provisions and contingencies past Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When the fair values of financial assets and liabilities recorded in the consolidated statement of financial position cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques which require a degree of consideration. The methods and assumptions used by the Group in measuring the fair value of financial instruments are as follows: 132 3 China Life Insurance Company Limited Annual Report 2015 Notes to the Consolidated Financial Statements For the year ended 31 December 2015 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (continued) 3.2 Investments (continued) • The Group considers a wide range of factors in the impairment assessment as described in Note 2.8.c. debt securities: fair values are generally based upon current bid prices. Where current bid prices are not readily available, fair values are estimated using either prices observed in recent transactions, values obtained from current bid prices of comparable investments or valuation techniques when the market is not active. term deposits and loans: the carrying amounts of these assets in the consolidated statement of financial position approximate fair value. For the description of valuation techniques, please refer to Note 4.3. Using different valuation techniques and parameter assumptions may lead to some differences of fair value estimations. 3.3 Impairment of investments in associates and joint ventures The Group assesses whether there are any indicators of impairment for investments in associates and joint ventures at the end of each reporting period. Investments in associates and joint ventures are tested for impairment when there are indicators that the carrying amounts may not be recoverable. An impairment exists when the carrying value of investments in associates and joint ventures exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The calculation of the fair value less costs of disposal is based on available data from binding sales transactions in an arm's length transaction of similar assets or observable market prices less incremental costs for disposing of investments in associates and joint ventures. When value in use calculations are undertaken, the Group must estimate the expected future cash flows from investments in associates and joint ventures and choose a suitable discount rate in order to calculate the present value of those cash flows. Further details are given in Note 8. 3.4 Income tax The Group is subject to income tax in numerous jurisdictions. During the normal course of business, certain transactions and activities for which the ultimate tax determination is uncertain, the Group needs to exercise significant judgement when determining the income tax. If the final settlement results of the tax matters are different from the amounts recorded, these differences will impact the final income tax expense and deferred tax for the period. 133 China Life Insurance Company Limited Annual Report 2015 Notes to the Consolidated Financial Statements equity securities: fair values are generally based upon current bid prices. Where current bid prices are not readily available, fair values are estimated using either prices observed in recent transactions or commonly used market pricing models. Equity securities, for which fair values cannot be measured reliably, are recognised at cost less impairment. The Group's principal financial instruments are debt securities, equity securities, term deposits and loans. The critical estimates and judgements are those associated with the recognition of impairment and the measurement of fair value. 3.2 Investments The impact of the various assumptions and their changes are described in Note 14. Provisions are recognised when the Group has a present legal or constructive obligation as a result of events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognised for future operating losses. A contingent liability is a possible obligation that arises from past events and whose existence will only be confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group. It can also be a present obligation arising from past events that is not recognised because it is not probable that outflow of economic resources will be required or the amount of obligation cannot be measured reliably. A contingent liability is not recognised in the consolidated statement of financial position but is disclosed in the notes to the consolidated financial statements. When a change in the probability of an outflow occurs so that such outflow is probable and can be reliably measured, it will then be recognised as a provision. 2.24 Dividend distribution Dividend distribution to the Company's equity holders is recognised as a liability in the Group's consolidated financial statements in the year in which the dividends are approved by the Company's equity holders. 131 China Life Insurance Company Limited Annual Report 2015 Notes to the Consolidated Financial Statements For the year ended 31 December 2015 3 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS The Group makes estimates and assumptions that affect the reported amounts of assets and liabilities. Estimates and judgements are continually evaluated and based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Group exercises significant judgement in making appropriate assumptions. Areas susceptible to changes in critical estimates and judgements, which affect the carrying value of assets and liabilities, are set out below. It is possible that actual results may be different from the estimates and judgements referred to below. 3.1 Estimate of future benefit payments and premiums arising from long-term insurance contracts The determination of the liabilities under long-term insurance contracts is based on estimates of future benefit payments, premiums and relevant expenses made by the Group and the margins. Assumptions about mortality rates, morbidity rates, lapse rates, discount rates, and expenses assumption are made based on the most recent historical analysis and current and future economic conditions. The liability uncertainty arising from uncertain future benefit payments, premiums and relevant expenses, is reflected in the risk margin. The residual margin relating to the long-term insurance contracts is amortised over the expected life of the contracts, based on the assumptions (mortality rates, morbidity rates, lapse rates, discount rates, and expenses assumption) that are determined at inception of the contracts and remain unchanged for the duration of the contracts. The judgements exercised in the valuation of insurance contract liabilities (including contracts with DPF) affect the amounts recognised in the consolidated financial statements as insurance contract benefits and insurance contract liabilities. year 78,944 3,556 Total Estimated accumulated claims expenses 8,090 8,123 11,775 17,265 20,497 65,750 Accumulated claims expenses paid (8,090) (8,123) (11,775) (16,145) (12,349) (56,482) Unpaid claims expenses 1,120 8,148 9,268 8,090 The following table indicates the claim development for short-term insurance contracts taking account of reinsurance impacts: 4 years later 8,090 2012 2013 2014 2015 Total Current year 8,002 8,056 11,476 16,499 20,497 1 year later 8,279 8,164 11,872 17,265 2 years later 8,090 8,123 11,775 3 years later 8,123 Short-term insurance contracts (accident year) Estimated claims expenses 2011 expenses 7,977 7,997 11,645 17,127 20,359 65,105 Accumulated claims expenses paid (7,977) (7,997) (11,645) (16,013) (12,255) (55,887) Unpaid claims expenses 1,114 8,104 9,218 82.94% 138 claims Estimated accumulated 7,977 4 years later 2012 2013 2014 2015 Current year 7,889 7,916 11,331 16,379 20,359 2011 1 year later 8,035 11,743 17,127 2 years later 7,977 7,997 11,645 3 years later 7,977 7,997 8,161 Estimated claims expenses Total The following table indicates the claim development for short-term insurance contracts without taking account of reinsurance impacts: Fu Lu Shuang Xi Participating Endowment (d) 93,267 5.49% 75,857 4.77% Hong Fu Participating Endowment (e) 37,810 2.23% 92,985 5.85% Others (f) 1,270,871 74.81% 1,162,308 73.15% Total 1,698,773 100.00% 1,588,900 100.00% 135 12.08% China Life Insurance Company Limited Annual Report 2015 191,865 Kang Ning Whole Life (c) 115,277 100.00% Short-term insurance contracts (accident year) 95,178 100.00% As at 31 December 2015 RMB million As at 31 December 2014 % RMB million % Liabilities of long-term insurance contracts New Xin Feng Endowment (Type A) (a) 43,788 2.58% 63,701 4.01% Xin Annuity (b) 38,917 2.29% 2,184 0.14% 12.60% Notes to the Consolidated Financial Statements 214,120 year 4.1 Insurance risk (continued) 4.1.3 Sensitivity analysis Sensitivity analysis of long-term insurance contracts Liabilities for long-term insurance contracts and liabilities unbundled from universal life insurance contracts and unit-linked insurance contracts with insurance risk are calculated based on the assumptions on mortality rates, morbidity rates, lapse rates and discount rates. Changes in insurance contract reserve assumptions reflect the Company's actual operating results and changes in its expectation of future events. The Company considers the potential impact of future risk factors on its operating results and incorporates such potential impact in the determination of assumptions. Holding all other variables constant, if mortality rates and morbidity rates were to increase or decrease from the current best estimate by 10%, pre-tax profit for the year would have been RMB14,597 million or RMB15,253 million (as at 31 December 2014: RMB12,971 million or RMB13,554 million) lower or higher, respectively. Holding all other variables constant, if lapse rates were to increase or decrease from the current best estimate by 10%, pre-tax profit for the year would have been RMB4,032 million or RMB4,229 million (as at 31 December 2014: RMB5,191 million or RMB5,478 million) lower or higher, respectively. Holding all other variables constant, if the discount rates were 50 basis points higher or lower than the current best estimate, pre-tax profit for the year would have been RMB45,811 million or RMB52,049 million (as at 31 December 2014: RMB41,300 million or RMB46,868 million) higher or lower, respectively. Sensitivity analysis of short-term insurance contracts Holding all other variables constant, if claim ratios are 100 basis points higher or lower than the current assumption, pre-tax profit is expected to be RMB315 million lower or higher, respectively (as at 31 December 2014: RMB258 million). 137 For the year ended 31 December 2015 China Life Insurance Company Limited Annual Report 2015 For the year ended 31 December 2015 4 RISK MANAGEMENT (continued) 4.1 For the Sensitivity analysis of short-term insurance contracts (continued) Insurance risk (continued) 4.1.3 Sensitivity analysis (continued) Notes to the Consolidated Financial Statements Notes to the Consolidated Financial Statements The assumptions of reserves for claims and claim adjustment expenses may be affected by other variables such as claims payment of short-term insurance contracts, which may result in the synchronous changes to reserves for claims and claim adjustment expenses. RISK MANAGEMENT (continued) 4 RISK MANAGEMENT (continued) 4.1 Insurance risk (continued) ended 31 December 2015 China Life Insurance Company Limited Annual Report 2015 4.1.2 Concentration of insurance risks (continued) (a) New Xin Feng is an endowment insurance contract with single premium. Its insured period is 5 years. This product is applicable to healthy policyholders between 18-year-old and 70-year-old. Both maturity and death benefits are paid at the basic sum insured. Accident death benefit is paid at 300% of the basic sum insured. (b) (d) (e) Xin Annuity is an annuity insurance contract with single premium. Its insured period is 10 years. This product is applicable to healthy policyholders between 28-day-old and 65-year-old. Annuity is paid at the basic sum insured. Maturity benefit is paid at the premium received (without interest). Death benefit is paid at the premium received (without interest) or the cash value of the insurance contract, whichever greater. (c) Fu Lu Shuang Xi is an endowment insurance contract with the options for regular premium of 3 years, 5 years or 10 years. The premium shall be paid annually, semiannually, quarterly or monthly. Its insured period extends from the effective date of the insurance contract to the corresponding date of the year when the policyholders turn 75-year-old. This product is applicable to healthy policyholders between 30-day-old and 60-year-old. Starting from the effective date of the insurance contract, the survival benefit is paid every two policy years on the corresponding date at 10% of the basic sum insured; the disease death benefit and maturity benefit are paid at the contractual amount of disease death benefit and maturity benefit. 4 Hong Fu is a participating endowment insurance contract with the options for single premium or regular premium of 3 years. Its insured period can be 6 years or 9 years. This product is applicable to healthy policyholders between 30-day-old and 60-year-old. Maturity benefit of a single premium policy is paid at the basic sum insured, while that of a regular premium policy is paid at the basic sum insured multiplied by the number of years of the premium payments. Disease death benefit incurred within the first policy year is paid at the premium received (without interest). Disease death benefit incurred after the first policy year is paid at the basic sum insured for a single premium policy or the basic sum insured multiplied by the number of years of premium payments for a regular premium policy. Accident death benefit is paid at 300% of the basic sum insured for a single premium policy or 300% of the basic sum insured multiplied by the number of years of premium payments for a regular premium policy. Kang Ning is a whole life insurance contract with the options for single premium or regular premium of 10 years or 20 years. This product is applicable to healthy policyholders under 70-year-old. The critical illness benefit is paid at 200% of the basic sum insured. Both death and disability benefits are paid at 300% of the basic sum insured less any critical illness benefits paid. (f) Others consist of various long-term insurance contracts with no significant concentration. 136 Contractual cash inflows 236,030 than 1 year than 5 years 5 years Financial assets maturity Equity securities than 3 years value Later than 1 year Later than 3 years Later than but not later but not later Not later Without Carrying Contractual and expected cash flows (undiscounted) For the year ended 31 December 2015 4.2.3 Liquidity risk (continued) 236,030 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 As at 31 December 2014 Debt securities 4,434 72,234 44,350 4.2 Financial risk (continued) Accrued investment income 11,925 11,925 agreements to resell Securities purchased under 2,620 182 6,153 Statutory deposits-restricted 26,621 941,836 155,236 212,356 690,156 Term deposits 36,144 44,344 27,423 85,652 166,453 Loans 982,202 186,285 186,342 367,662 RISK MANAGEMENT (continued) 1,715,985 144 (31,354) 31,354 agreements to repurchase Securities sold under Contractual cash outflows (108,091) (11,334) (16,207) (16,199) 84,106 Investment contracts (2,789,186) Financial liabilities at fair 26,347 (81,630) Insurance contracts Expected cash outflows Financial and insurance liabilities 951,830 355,222 583,934 559,113 411,623 2,347,867 Subtotal 31,928 (44,697) 4 value through profit or loss (856) (1,945,447) 367,542 483,042 366,307 410,767 414,837 Net cash inflows/(outflows) 12,320 (2,897,277) (100,892) (192,806) (856) 1,933,030 856 Subtotal (214) (39,774) (33,424) 67,994 Bonds payable (107) 2,643 borrowings Interest-bearing loans and (30,092) 30,092 balances payable Annuity and other insurance (2,693) 8,413 In addition, pursuant to "Notification of Related Matters on Official Implementation of China Risk Oriented Solvency System" released by the CIRC, insurance companies should implement “Insurance Institution Solvency Regulations (No.1-No.17)” (“Solvency II”) from 1 January 2016. The Company will compute solvency ratio in accordance with Solvency II, recognising, assessing and managing variant risks starting from 1 January 2016. Premiums receivable The table below summarises the solvency ratio of the Company, the actual capital held against the minimum required capital: 4.2.4 Capital management (continued) 4.2 Financial risk (continued) For the year ended 31 December 2015 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 RISK MANAGEMENT (continued) 4 146 The Group ensures its continuous and full compliance with the regulations mainly through monitoring its quarterly and annual solvency ratios, as well as the solvency ratio based on dynamic solvency testing. The Group is also subject to other local capital requirements, such as statutory deposits restricted requirement, statutory reserve fund requirement, general reserve requirement and statutory insurance fund requirement discussed in detail in Note 9.4, Note 36 and Note 20, respectively. The Group's objectives for managing capital, which is actual capital calculated as the difference between admitted assets (defined by the CIRC) and the admitted liabilities (defined by the CIRC), are to comply with the insurance capital requirements required by the CIRC to meet the minimum capital and safeguard the Group's ability to continue as a going concern so that it can continue to provide returns for equity holders and benefits for other stakeholders. 4.2.4 Capital management Although all investment contracts with DPF and investment contracts without DPF contain contractual options to surrender that can be exercised immediately by all policyholders at any time, the Group's expected cash flows as shown in the above tables are based on past experience and future expectations. Should these contracts were surrendered immediately, it would cause a cash outflow of RMB49,905 million and RMB33,471 million, respectively for the year ended 31 December 2015 (2014: RMB47,589 million and RMB24,064 million, respectively), payable within one year. The liquidity analysis above does not include policyholder dividends payable amounting to RMB107,774 million as at 31 December 2015 (as at 31 December 2014: RMB74,745 million). As at 31 December 2015, declared dividends of RMB56,597 million (as at 31 December 2014: RMB44,515 million) included in policyholder dividends payable have a maturity not later than one year. For the remaining policyholder dividends payable, the amount and timing of the cash flows are indeterminate due to the uncertainty of future experiences including investment returns and are subject to future declarations by the Group. The amounts set forth in the tables above for insurance and investment contracts in each column are the cash flows representing expected future benefit payments taking into consideration of future premiums payments or deposits from policyholders. The excess cash inflows from matured financial assets will be reinvested to cover any future liquidity exposures. The estimate is subject to assumptions related to mortality, morbidity, lapse rate, loss ratio and expense and other assumptions. Actual experience may differ from estimates. 4.2.3 Liquidity risk (continued) 4.2 Financial risk (continued) 4 RISK MANAGEMENT (continued) ended 31 December 2015 year For the Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 145 As at 31 December 2015 RMB million As at 31 December 2014 RMB million Actual capital Minimum capital Solvency ratio 76,096 148 For the accounting policies regarding the determination of fair values of financial assets and liabilities, see Note 3.2. At 31 December 2015, assets classified as Level 3 accounted for approximately 7.29% of assets measured at fair value on a recurring basis. They primarily include unlisted equity securities and unlisted debt securities. Fair values are determined using valuation techniques, including discounted cash flow valuations, market comparison approach, etc. As at 31 December 2015, assets classified as Level 2 accounted for approximately 57.47% of assets measured at fair value on a recurring basis. They primarily include certain debt securities and equity securities. Valuations are generally obtained from third party pricing services for identical or comparable assets, or through the use of valuation methodologies using observable market inputs, or recent quoted market prices. Valuation service providers typically gather, analyse and interpret information related to market transactions and other key valuation model inputs from multiple sources, and through the use of widely accepted internal valuation models, provide a theoretical quote on various securities. Debt securities are classified as Level 2 when they are valued at recent quoted prices from the Chinese interbank market or from valuation service providers. As at 31 December 2015, assets classified as Level 1 accounted for approximately 35.24% of assets measured at fair value on a recurring basis. Fair value measurements classified as Level 1 include certain debt securities, equity securities that are traded in an active exchange market or interbank market and open-ended funds. The Group considers a combination of certain factors to determine whether a market for a financial instrument is active, including the occurrence of trades within the specific period, the respective trading volume, and the degree which the implied yields for a debt security for observed transactions differs from the Group's understanding of the current relevant market rates and information. Trading prices from the Chinese interbank market are determined by both trading counterparties and can be observed publicly. The Company adopted this price of the debt securities traded on the Chinese interbank market at the reporting date as their fair market value and classified the investments as Level 1. Open-ended funds also have active markets. Fund management companies publish the net asset value of these funds on their websites on each trade date. Investors subscribe for and redeem units of these funds in accordance with the fund net asset value published by the fund management companies on each trade date. The Company adopted the unadjusted net asset value of the funds at reporting dates as their fair market value and classified the investments as Level 1. Fair value hierarchy (continued) Under certain conditions, the Group may not receive price quote from independent third party pricing services. In this instance, the Group's valuation team may choose to apply internally developed valuation method to the assets or liabilities being measured, determine the main inputs for valuation, and analyse the change of the valuation and report it to management. Key inputs involved in internal valuation services are not based on observable market data. They reflect assumptions made by management based on judgements and experiences. The assets or liabilities valued by this method are generally classified as Level 3. 4.3 RISK MANAGEMENT (continued) 4 ended 31 December 2015 year (1,502,613) For the China Life Insurance Company Limited Annual Report 2015 147 Other than Level 1 quoted prices, Level 2 fair value is based on valuation techniques using significant inputs, that are observable for the asset being measured, either directly or indirectly, for substantially the full term of the asset through corroboration with observable market data. Observable inputs generally used to measure the fair value of securities classified as Level 2 include quoted market prices for similar assets in active markets; quoted market prices in markets that are not active for identical or similar assets and other market observable inputs. This level includes the debt securities for which quotations are available from pricing services providers. Fair values provided by pricing services providers are subject to a number of validation procedures by management. These procedures include a review of the valuation models utilised and the results of these models, and as well as the recalculation of prices obtained from pricing services at the end of each reporting period. Level 1 fair value is based on quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can obtain at the measurement date. 4.3 Fair value hierarchy According to CIRC Order [2008] No.1, “Solvency Regulations of Insurance Companies", the solvency ratio is computed by dividing the actual capital by the minimum capital. The CIRC closely monitors those insurance companies with a solvency ratio less than 100% and may, depending on the individual circumstances, undertakes certain regulatory measures, including but not limited to restriction of payment of dividends. Insurance companies with a solvency ratio between 100% and 150% will be required to submit and implement plans preventing capital deterioration to an inadequate level. Insurance companies with a solvency ratio above 100% but with significant solvency risk identified would be required to take necessary rectifying actions. 330% 294% 80,193 85,676 236,151 282,820 Notes to the Consolidated Financial Statements 359,064 385,423 321,642 (84,013) (9,827) (15,192) (14,703) 72,275 Investment contracts (2,463,567) (22,634) (118,434) (60,896) 1,603,446 Insurance contracts Contractual cash outflows Expected cash outflows 1,044,967 394,308 592,460 472,477 236,030 2,155,103 Subtotal 47,034 47,034 Cash and cash equivalents 11,166 11,166 Financial and insurance liabilities 4,009 Securities sold under 46,089 225,140 326,174 Net cash inflows/(outflows) (35,244) (2,547,580) (207,037) (150,835) (10,890) 1,828,929 Subtotal (2,783) (3,424) 67,989 agreements to repurchase Bonds payable 2,623 borrowings Interest-bearing loans and (25,617) 25,617 balances payable Annuity and other insurance (10,890) 10,890 value through profit or loss Financial liabilities at fair (46,089) (106) 76,096 (213) (73,198) 11,913 636 3,743 Cash and cash equivalents 5,431 5,431 Term deposits 402 8 8 15 371 profit or loss - Securities at fair value through 266 68 266 - Available-for-sale securities 68 - Held-to-maturity securities Debt securities 7,868 1,056 2,190 1,139 70 132 14 6 4,531 - Held-to-maturity securities Debt securities 8,303 8,303 - Available-for-sale securities Equity securities Financial assets Total GB pound HK dollar US dollar As at 31 December 2014 3,413 2,643 2,643 2,643 Total Interest-bearing loans and borrowings Financial liabilities 31,895 1,242 2,212 1,286 9,148 18,007 Total 2,643 through profit or loss - Securities at fair value 13,329 4.2 Financial risk (continued) 4 RISK MANAGEMENT (continued) ended 31 December 2015 year For the Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 139 As at 31 December 2015, if market interest rates were 50 basis points higher or lower with all other variables held constant, pre-tax profit for the year would have been RMB416 million (as at 31 December 2014: RMB883 million) higher or lower, respectively, mainly as a result of higher or lower interest income on floating rate cash and cash equivalents, term deposits, statutory deposits-restricted, debt securities and loans and the fair value losses or gains on debt securities assets at fair value through profit or loss. Pre-tax available-for-sale reserve in equity would have been RMB6,928 million (as at 31 December 2014: RMB6,675 million) lower or higher respectively, as a result of a decrease or increase in the fair value of available-for-sale securities. The sensitivity analysis for interest rate risk illustrates how changes in interest income and the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates at the end of the reporting period. The Group manages interest rate risk through adjustments to portfolio structure and duration, and, to the extent possible, by monitoring the mean duration of its assets and liabilities. Interest rate risk is the risk that the value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Group's financial assets are principally composed of term deposits, debt securities and loans which are exposed to interest rate risk. Changes in the level of interest rates could have a significant impact on the Group's overall investment return. Many of the Group's insurance policies offer guaranteed returns to policyholders. These guarantees expose the Group to interest rate risk. 4.2.1 Market risk (continued) Interest rate risk 4.2.1 Market risk The sensitivity analyses below are based on a change in an assumption while holding all other assumptions constant. In practice this is unlikely to occur, and changes in some of the assumptions may be correlated, such as change in interest rate and change in market price. The Group manages financial risk by holding an appropriately diversified investment portfolio as permitted by laws and regulations designed to reduce the risk of concentration in any one specific industry or issuer. The structure of the investment portfolio held by the Group is disclosed in Note 9. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. Risk management is carried out by a designated department under policies approved by management. The responsible department identifies, evaluates and manages financial risks in close cooperation with the Group's operating units. The Group provides written principles for overall risk management, as well as written policies covering specific areas, such as managing market risk, credit risk, and liquidity risk. The Group's activities are exposed to a variety of financial risks. The key financial risk is that proceeds from the sale of financial assets will not be sufficient to fund the obligations arising from the Group's insurance and investment contracts. The most important components of financial risk are market risk, credit risk and liquidity risk. Financial risk 4.2 For the year ended 31 December 2015 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 4 Cash and cash equivalents (i) 54 (ii) Price risk arises mainly from the volatility of prices of equity securities held by the Group. Prices of equity securities are determined by market forces. The Group is subject to increased price risk largely because China's stock markets are relatively volatile. 172 8,442 4,715 - Available-for-sale securities Equity securities Financial assets Total Others EUR GB pound US dollar HK dollar As at 31 December 2015 Price risk The following table summarises financial assets and financial liabilities denominated in currencies other than RMB as at 31 December 2015 and 2014, expressed in RMB equivalent: For the year ended 31 December 2015 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 4.2.1 Market risk (continued) 4.2 Financial risk (continued) RISK MANAGEMENT (continued) 4 140 Currency risk is the volatility of fair value or future cash flows of financial instruments resulted from changes in foreign currency exchange rates. The Group's currency risk exposure mainly arises from cash and cash equivalents, term deposits, debt investments, equity investments and loans denominated in currencies other than the functional currency, such as US dollar, HK dollar, GB pound and EUR. (iii) Currency risk As at 31 December 2015, if all the Group's equity securities' prices had increased or decreased by 10% with all other variables held constant, pre-tax profit for the year would have been RMB2,248 million (as at 31 December 2014: RMB1,054 million) higher or lower, respectively, mainly as a result of an increase or decrease in fair value of equity securities excluding available-for-sale securities. Pre-tax available-for-sale reserve in equity would have been RMB22,999 million (as at 31 December 2014: RMB12,881 million) higher or lower, respectively, as a result of an increase or decrease in fair value of available-for-sale equity securities. If prices decreased to the extent that the impairment criteria were met, a portion of such decrease of the available-for-sale equity securities would reduce pre-tax profit through impairment. The Group manages price risk by holding an appropriately diversified investment portfolio as permitted by laws and regulations designed to reduce the risk of concentration in any one specific industry or issuer. (iii) Currency risk (continued) 54 RISK MANAGEMENT (continued) - Available-for-sale securities 1,000,958 Debt securities 411,623 411,623 Equity securities Contractual cash inflows Financial assets Later than 5 years years but not later than 5 years than 3 years but not later Not later than 1 year maturity Without Carrying value As at 31 December 2015 Later than 1 year Later than 3 Contractual and expected cash flows (undiscounted) The following tables set forth the contractual and expected undiscounted cash flows for financial assets and liabilities and insurance liabilities: 4.2.3 Liquidity risk (continued) 4.2 Financial risk (continued) 4 RISK MANAGEMENT (continued) ended 31 December 2015 year For the 130,340 214,106 170,658 910,196 - 7 18,327 31,218 49,552 Accrued investment income 21,503 21,503 agreements to resell Securities purchased under 232 6,404 Notes to the Consolidated Financial Statements 484 Statutory deposits-restricted 128,322 296,268 190,658 562,622 Term deposits 41,634 56,003 48,829 96,901 207,267 Loans 6,333 China Life Insurance Company Limited Annual Report 2015 Premiums receivable In the normal course of business, the Group attempts to match the maturity of financial assets to the maturity of insurance and financial liabilities. Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 2,623 2,623 2,623 2,623 141 Total Interest-bearing loans and borrowings Financial liabilities 21,175 54 For the 8,371 Total 3,784 54 68 3,662 Cash and cash equivalents 8,774 8,774 Term deposits 260 143 260 12,750 year 11,913 4 RISK MANAGEMENT (continued) Liquidity risk is the risk that the Group is unable to obtain funds at a reasonable funding cost when required to meet a repayment obligation and fund its asset portfolio within a certain time. ended 31 December 2015 4.2.3 Liquidity risk The credit risk associated with securities purchased under agreements to resell, policy loans and most of premium receivables will not cause a material impact on the Group's consolidated financial statements taking into consideration their collateral held and maturity term of no more than one year as at 31 December 2015 and 2014. source of As at 31 December 2015, 99.9% (as at 31 December 2014: 99.7%) of the Group's bank deposits are with the four largest state-owned commercial banks, other national commercial banks and China Securities Depository and Clearing Corporation Limited (“CSDCC") in the PRC. The Group believes these commercial banks, and CSDCC have a high credit quality. The Group's other loans excluding policyholder loans, are guaranteed by third parties or with pledge, or have the national annual budget income as the repayment, or have higher credit rating borrowers. As a result, the Group concludes that the credit risk associated with term deposits and accrued investment income thereof, statutory deposits - restricted, other loans, and cash and cash equivalents will not cause a material impact on the Group's consolidated financial statements as at 31 December 2015 and 2014. The Group's debt securities investment mainly includes government bonds, government agency bonds, corporate bonds and subordinated bonds or debts, and most of the debt securities are guaranteed by either the Chinese government or Chinese government controlled financial institutions. As at 31 December 2015, 98.9% (as at 31 December 2014: 99.1%) of the corporate bonds held by the Group or the issuers of these corporate bonds had credit ratings of AA/A-2 or above. As at 31 December 2015, 99.6% (as at 31 December 2014: 99.6%) of the subordinated bonds or debts held by the Group either have credit ratings of AA/A-2 or above, or were issued by national commercial banks. The bonds, debts or their issuers' credit ratings are assigned by a qualified appraisal institution in the PRC at the time of its issuance and updated at each reporting date. Credit quality For the year ended 31 December 2015 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 4.2 Financial risk (continued) RISK MANAGEMENT (continued) 4.2.2 Credit risk (continued) 142 Securities purchased under agreements to resell are pledged by counterparties' debt securities or term deposits of which the Group could take the ownership if the owner of the collateral defaults. Policy loans and most of premium receivables are collateralised by their policies' cash value according to the terms and conditions of policy loan contracts and policy contracts, respectively. Collateral and other credit enhancements The carrying amount of financial assets included on the consolidated statement of financial position represents the maximum credit risk exposure at the reporting date without taking account of any collateral held or other credit enhancements attached. The Group has no credit risk exposure relating to off-balance sheet items as at 31 December 2015 and 2014. 4.2 Financial risk (continued) Credit risk exposure Credit risk is controlled by the application of credit approvals, limits and monitoring procedures. The Group manages credit risk through in-house research and analysis of the Chinese economy and the underlying obligors and transaction structures. Where appropriate, the Group obtains collateral in the form of rights to cash, securities, property and equipment. Credit risk is the risk that one party of a financial transaction or the issuer of a financial instrument will fail to discharge its obligation and cause another party to incur a financial loss. Because the Group's investment portfolio is restricted to the types of investments as permitted by the China Insurance Regulatory Commission ("CIRC”) and a significant portion of the portfolio is in government bonds, government agency bonds and term deposits with the state-owned commercial banks, the Group's overall exposure to credit risk is relatively low. 4.2.2 Credit risk As at 31 December 2015, if RMB had strengthened or weakened by 10% against US dollar, HK dollar, GB pound, EUR and other foreign currencies, with all other variables held constant, pre-tax profit for the year would have been RMB1,592 million (as at 31 December 2014: RMB1,025 million) lower or higher, respectively, mainly as a result of foreign exchange losses or gains on translation of US dollar, HK dollar, GB pound, EUR and other foreign currencies denominated financial assets and financial liabilities other than the available-for-sale equity securities included in the table above. Pre- tax available-for-sale reserve in equity would have been RMB1,085 million (as at 31 December 2014: RMB830 million) lower or higher, respectively, as a result of foreign exchange losses or gains on translation of the available-for-sale equity securities at fair value. The actual exchange gains in 2015 were RMB812 million (2014: exchange gains of RMB268 million). (iii) Currency risk (continued) 4 4.2.1 Market risk (continued) Life insurance death and other benefits (219,944) (1,737) (4,151) (221,701) Accident and health claims and claim adjustment expenses (16,858) Insurance benefits and claims expenses (20) expenses 5,060 507,449 (1,081) 5,370 13,860 45,204 444,096 Segment revenues (1,081) 1,081 Including: inter-segment revenue (21,009) (1,081) Benefits, claims and Increase in insurance contract liabilities (33,491) (15,803) (3,136) (3,811) (18,293) Administrative expenses (4,320) (122) (15) (129) (4,054) Finance costs (35,569) (1,307) (93,668) (3,813) (24,921) Underwriting and policy acquisition costs (163) (33,328) participation in profits Policyholder dividends resulting from (2,264) (188) (2,076) Investment contract benefits (109,509) (38) (5,528) 5,006 992 1,074 363,971 13,761 42,041 308,169 Gross written premiums Revenues Total Elimination Others Accident RMB million Health Life For the year ended 31 December 2015 For the year ended 31 December 2015 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 SEGMENT INFORMATION (continued) 5 152 Financial assets and securities sold under agreements to repurchase are allocated among segments in proportion to the respective segment's average liabilities of insurance contracts and investment contracts at the beginning and end of the year. Insurance and investment contract liabilities are presented under the respective segments. The remaining assets and liabilities are not allocated. 5.3 Allocation basis of assets and liabilities Investment income, net realised gains on financial assets, net fair value gains/(losses) through profit or loss and foreign exchange gains/(losses) within other expenses are allocated among segments in proportion to the respective segment's average liabilities of insurance contracts and investment contracts at the beginning and end of the year. Administrative expenses are allocated among segments in proportion to the unit cost of respective products in the different segments. Unallocated other income and other expenses are presented in the "Others" segment directly. Income tax is not allocated. 5.2 Allocation basis of income and expenses (2,218) Other businesses relate primarily to income and allocated cost of insurance agency business in respect of services to CLIC as described in Note 33, net share of profit of associates and joint ventures, income and expenses of subsidiaries, and unallocated income and expenditure of the Group. - Term life 3,476 - Whole life 28,119 Other income 10,209 (3) 36 313 9,863 Net fair value gains/(losses) through profit or loss 32,297 (69) 115 31,259 Net realised gains/(losses) on financial assets 61 97,582 344 2,983 93,819 Investment income 362,301 13,365 40,855 308,081 Net premiums earned 98,703 - Annuity - Endowment 436 177,871 145 Other expenses 2,335,836 60,471 47,175 475 4,917 7,904 Others 14,900 7,968 69,565 2,243,403 and cash equivalents) Financial assets (including cash Assets RMB million Total Elimination Others Accident As at 31 December 2015 Health Life SEGMENT INFORMATION (continued) 5 ended 31 December 2015 year Segment assets For the 2,251,307 8,443 (iv) Other businesses (Others) 986 108 931 29,329 Securities sold under agreements to repurchase 84,106 10,060 74,046 Investment contracts 1,715,985 6,492 57,024 1,652,469 Insurance contracts Liabilities 2,448,315 25,034 26,974 Total Others Property, plant and equipment Unallocated 2,396,307 62,075 74,482 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 153 Share of profit of associates and joint ventures, net (463,492) 1,081 (4,644) (12,107) (44,647) (403,175) expenses Segment benefits, claims and (743) (94) (103) (546) Statutory insurance fund contribution 1,081 (4) (33) (1,044) Including: inter-segment expenses (7,428) 1,081 (997) (840) (327) (6,345) 1,974 1,974 Segment results 40,921 2,036 40 240 263 1,388 Depreciation and amortisation 7,076 492 23 202 6,359 equity holders of the Company (27,458) Other comprehensive income attributable to 34,699 - Non-controlling interests - Equity holders of the Company Attributable to 35,187 Net profit (10,744) Income tax 45,931 2,700 1,753 557 488 Operating segments (continued) market SEGMENT INFORMATION (continued) 39,449 39,449 22,678 542 21,635 501 RMB million RMB million Equity securities Equity securities RMB million RMB million Debt securities Total profit or loss Available-for-sale securities (870) (14) (856) 4 RISK MANAGEMENT (continued) 4.3 Fair value hierarchy (continued) China Life Insurance Company Limited Annual Report 2015 Notes to the Consolidated Financial Statements For the year ended 31 December 2015 2,785 The following table presents the Group's quantitative disclosures of fair value measurement hierarchy for assets and liabilities measured at fair value as at 31 December 2015: 1,319 (390) Fair value measurement using Assets measured at fair value The following table presents the Group's quantitative disclosures of fair value measurement hierarchy for assets and liabilities measured at fair value as at 31 December 2014: Fair value hierarchy (continued) 4.3 RISK MANAGEMENT (continued) 4 ended 31 December 2015 year For the Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 149 64,728 1,884 62,343 501 (4,800) (4,800) 3,664 3,664 352 352 (719) (329) 4,104 Assets measured at fair value Available-for-sale securities - Equity securities Fair value measurement using 18,304 76,680 94,984 Total 312,817 510,154 64,728 887,699 Liabilities measured at fair value Financial liabilities at fair value through profit or loss Investment contracts at fair value through profit or loss Total (856) (14) (870) The following table presents the changes in Level 3 assets for the year ended 31 December 2015: Securities at fair Opening balance Purchases Transferred into Level 3 Transferred out of Level 3 Total gains recorded in profit or loss Total gains recorded in other comprehensive income Sales - Debt securities 43,006 1,884 711 Quoted prices Significant in active market observable inputs Level 1 Level 2 Significant unobservable inputs Level 3 RMB million RMB million RMB million Quoted prices Total RMB million 51,940 62,343 347,810 - Debt securities 20,575 380,823 501 401,899 Securities at fair value through profit or loss - Equity securities 40,411 233,527 in active Significant observable 31,354 150 22,678 542 21,635 501 2,126 2,126 69 69 (377) (377) 836 473 363 13,889 6,135 5,935 200 13,588 301 RMB million RMB million Equity securities Equity securities RMB million Debt securities RMB million Total China Life Insurance Company Limited Annual Report 2015 Notes to the Consolidated Financial Statements For the year ended 31 December 2015 4 5 ended 31 December 2015 year For the Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 151 Accident insurance business relates primarily to the sale of accident insurance policies. (iii) Accident insurance business (Accident) Health insurance business relates primarily to the sale of health insurance policies, including those health insurance policies without significant insurance risk transferred. (ii) Health insurance business (Health) Life insurance business relates primarily to the sale of life insurance policies, including those life insurance policies without significant insurance risk transferred. profit or loss Life insurance business (Life) The Group operates in four operating segments: 5.1 Operating segments SEGMENT INFORMATION As at 31 December 2015 and 2014, unobservable inputs such as weighted average cost of capital and liquidity discount were used in the valuation of assets at fair value classified as Level 3. The fair value was not significantly sensitive to reasonable changes in these unobservable inputs. For the years ended 31 December 2015 and 2014, there were no significant changes in the business or economic circumstances that affected the fair value of the Group's financial assets and liabilities. There were also no reclassifications of financial assets. For the assets and liabilities measured at fair value, during the year ended 31 December 2015, RMB59,214 million (2014: RMB22,436 million) debt securities were transferred from Level 1 to Level 2 within the fair value hierarchy, whereas RMB12,129 million (2014: RMB10,344 million) debt securities were transferred from Level 2 to Level 1. No material equity securities were transferred between Level 1 and Level 2. 5 material impact any The assets whose fair value measurements are classified under Level 3 above do not have on the profit or loss of the Group. 4.3 Fair value hierarchy (continued) RISK MANAGEMENT (continued) (i) 5.1 Available-for-sale securities Closing balance 542 582 22,716 - Equity securities profit or loss Securities at fair value through 196,931 395,341 501 369,403 25,437 - Debt securities 21,635 23,479 151,817 - Equity securities Available-for-sale securities RMB million RMB million RMB million RMB million Total Significant unobservable inputs Level 3 Level 2 Level 1 inputs 23,840 - Debt securities 18,805 10,407 other comprehensive income Total gains recorded in Total gains recorded in profit or loss Transferred out of Level 3 Transferred into Level 3 Purchases Opening balance Securities at fair The following table presents the changes in Level 3 assets for the year ended 31 December 2014: (10,911) (21) (10,890) value through (10,911) (21) Investment contracts at fair value through profit or loss (10,890) through profit or loss Investment contracts at fair value Liabilities measured at fair value 645,324 22,678 403,871 218,775 Total 29,212 Total Others (148) 3,278 (658) (839) Charge for the year (13,052) (943) (996) (4,473) (6,640) As at 1 January 2015 Accumulated depreciation 41,129 1,308 7,565 1,387 6,616 24,253 As at 31 December 2015 (801) (123) (63) (133) (418) (64) Disposals 3,528 (135) 13 (116) Disposals 2,203 16,113 As at 1 January 2015 Net book value (24) (24) (24) As at 31 December 2015 Disposals year Charge for the (24) As at 1 January 2015 Impairment (14,131) (942) (1,005) (4,738) (7,446) As at 31 December 2015 669 117 126 393 33 (1,748) 2,981 128 352 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 156 1,959,236 Total 130,106 Others Unallocated 1,829,130 15,064 6,384 51,245 1,756,437 Segment liabilities 107,320 13,513 372 2,732 90,703 Others 46,089 1,551 152 1,076 43,310 For the year ended 31 December 2015 6 PROPERTY, PLANT AND EQUIPMENT Office 54 Additions (22) 172 (1,686) 6 1,486 Transfers upon completion 38,424 1,246 6,333 1,392 396 6,676 As at 1 January 2015 Cost RMB million Total construction improvements vehicles fixtures Buildings Leasehold Assets under Motor equipment furniture and 22,777 Securities sold under agreements to repurchase 6,333 25,348 (13,052) (943) (996) (4,473) (6,640) As at 31 December 2014 792 26 54 654 58 Disposals (1,844) (111) (167) (778) (788) Charge for the year (12,000) (858) (883) (4,349) (5,910) As at 1 January 2014 Accumulated depreciation Impairment 38,424 As at 1 January 2014 Charge for the Closing balance 158 25,348 303 6,333 396 2,203 16,113 As at 31 December 2014 23,393 308 6,125 565 2,381 14,014 As at 1 January 2014 Net book value (24) (25) ---- (2) (24) As at 31 December 2014 1 Disposals year (25) 1,246 6,333 1,392 As at 1 January 2014 Cost RMB million Total Leasehold construction improvements Assets under Motor vehicles fixtures Buildings Office equipment furniture and 6 PROPERTY, PLANT AND EQUIPMENT (continued) ended 31 December 2015 year For the Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 157 26,974 366 7,565 382 1,878 16,783 As at 31 December 2015 19,949 6,730 1,448 6,125 6,676 22,777 As at 31 December 2014 (1,114) (33) (212) (58) (683) (128) Disposals 4,165 13 303 3,614 361 175 Additions (45) 100 (3,194) - 268 2,781 Transfers upon completion 35,418 1,166 2 72,275 8,565 63,710 Life insurance death and other benefits Insurance benefits and claims expenses expenses Benefits, claims and 440,766 (928) 4,736 12,268 35,255 389,435 Segment revenues (928) 928 Including: inter-segment revenue 4,185 (928) 4,148 67 898 Other income 5,808 (547) 22 154 6,179 (191,291) Net fair value gains/(losses) through profit or loss (1,355) Accident and health claims and claim (4,451) Finance costs (897) (3,354) (4,770) (18,126) Underwriting and policy acquisition costs (124) (24,742) participation in profits Policyholder dividends resulting from (1,958) (105,883) (16,752) (192,659) (152) (1,806) Investment contract benefits (110) (8,196) (97,577) Increase in insurance contract liabilities (3,869) (12,883) adjustment expenses (13) 7,120 (48) 24 Others Accident RMB million Health Life For the year ended 31 December 2014 For the year ended 31 December 2015 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 SEGMENT INFORMATION (continued) 5 2,122,101 154 Total 188,889 Others Unallocated 1,933,212 4,485 7,001 71,293 1,850,433 Segment liabilities 101,767 3,499 401 Elimination Total Revenues Gross written premiums 174 6,970 Net realised gains/(losses) on financial assets 93,548 1,183 315 2,236 89,814 Investment income 330,105 11,907 32,624 (111) 285,574 35,319 217,662 - Annuity - Endowment 29,767 - Whole life 2,871 - Term life 331,010 12,199 33,192 285,619 Net premiums earned (16) ||| (24,866) 2,059,641 cash and cash equivalents) Financial assets (including RMB million Total Elimination Others Accident As at 31 December 2014 Health Life Assets SEGMENT INFORMATION (continued) 5 ended 31 December 2015 year For the Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 155 2,124 152 221 324 1,427 50,013 6,961 27,421 2,144,036 Investment contracts 1,603,446 5,860 38,872 1,558,714 Insurance contracts Liabilities 2,246,567 20,615 25,348 Total Others Depreciation and amortisation Property, plant and equipment 2,200,604 71,811 7,273 53,998 2,067,522 Segment assets 56,568 44,390 312 3,985 7,881 Others Unallocated 94,589 39,232 134 (701) (79) (116) (506) Statutory insurance fund contribution 928 (3) (22) (903) Including: inter-segment expenses (4,151) 928 (562) (705) (204) (3,608) Other expenses (25,432) (2,087) (2,576) (4,092) (16,677) Administrative expenses (4,726) (27,147) Segment benefits, claims and expenses (358,784) (32,003) (10,722) 951 38,270 equity holders of the Company Other comprehensive income attributable to 303 32,211 - Non-controlling interests - Equity holders of the Company Attributable to 32,514 Net profit (7,888) (123) Income tax 4,953 1,546 3,252 30,651 Segment results 3,911 3,911 Share of profit of associates and joint ventures, net (404,275) 28 928 (3,694) 40,402 value through Total comprehensive income 8 Notes to the Consolidated Financial Statements For the year ended 31 December 2015 As at 31 December 2015 As at 31 December 2014 RMB million China Life Insurance Company Limited Annual Report 2015 RMB million 88,843 126,097 126,140 146,405 146,595 152,135 79,438 155,705 Total Listed in Singapore Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 167 FINANCIAL ASSETS 9.1 Held-to-maturity securities Debt securities Unlisted Government bonds Corporate bonds Subordinated bonds/debts Total Debt securities Listed in mainland, PRC Listed in Hong Kong, PRC Government agency bonds 504,075 517,283 61,916 years 86,198 70,592 After five years but within ten years 167,450 149,986 After one year but within five After ten years 284,882 Total 504,075 517,283 165 China Life Insurance Company Limited Annual Report 2015 248,427 11,823 2,000 Within one year 68,199 50 37 24 23 442,085 449,024 504,075 517,283 The estimated fair value of all held-to-maturity securities was RMB550,844 million as at 31 December 2015 (as at 31 December 2014: RMB526,526 million). Unlisted debt securities include those traded on the Chinese interbank market. Debt securities - Contractual maturity schedule Maturing: As at 31 December 2015 RMB million As at 31 December 2014 RMB million For the year ended 31 December 2015 9 20,807 196,931 347,810 Others (i) Total Equity securities 15,259 Available-for-sale securities, at cost 18,180 41,050 Others (i) 21,038 50,053 Wealth management products Subtotal 770,516 607,531 (i) Other available-for-sale securities mainly include unlisted equity investments and private equity funds, etc. The Group did not guarantee or provide any financing support for other available-for- sale securities, and considers that the carrying value of other available-for-sale securities represents its (19) 8 (299) 14,157 1,725 4,587 92 (157) The Group had no contingent liabilities or capital commitments with the associates and joint ventures as at 31 December 2015 and 31 December 2014. (i) Including adjustments for the difference of accounting policies, fair value and others. 164 9 168 exposure. maximum risk 3,000 Notes to the Consolidated Financial Statements 18,712 71,592 As at 31 December 2014 As at 31 December 2015 Subtotal Others (i) Subordinated bonds/debts RMB million Corporate bonds Government agency Government bonds Debt securities Available-for-sale securities, at fair value 9.5 Available-for-sale securities FINANCIAL ASSETS (continued) bonds RMB million 25,713 26,328 74,629 Common stocks 83,121 163,366 Funds Equity securities 395,341 401,899 1,217 4,722 19,298 206,511 206,767 138,487 145,399 Preferred stocks 318 For the ended 31 December 2015 1,435 1,435 Buildings RMB million As at 31 December 2014 As at 1 January 2014 Fair value (106) As at 31 December 2014 Net book value As at 31 December 2014 Charge for the year As at 1 January 2014 Accumulated depreciation As at 31 December 2014 As at 1 January 2014 Additions (46) 1,329 As at 31 December 2014 RMB million 300 6,033 6,153 6,333 6,153 Insurance companies in China are required to deposit an amount that equals to 20% of their registered capital with banks in conformity with regulations of the CIRC. These funds may not be used for any purpose, other than to pay off debts during liquidation proceedings. (152) For the year ended 31 December 2015 There were no investment properties without title certificates as at 31 December 2015. The Group has no restrictions on the use of its investment properties and no contractual obligations to each investment property purchased, constructed or developed or for repairs, maintenance and enhancements. The Company leases part of its investment properties to its subsidiaries and charges rentals based on the areas occupied by the respective entities. These properties are categorized as property, plant and equipment of the Group in the consolidated statement of financial position. 2,080 2,045 1,283 The fair values of investment properties of the Group as at 31 December 2015 amounted to RMB2,238 million (as at 31 December 2014: RMB2,080 million), which was estimated by the Group having regards to valuations performed by an independent appraiser. The investment properties were classified as Level 3 in the fair value hierarchy. As at 1 January 2014 Cost 7 INVESTMENT PROPERTIES (continued) China Life Insurance Company Limited Annual Report 2015 As at 1 January 2015 Fair value As at 31 December 2015 As at 1 January 2015 Net book value Notes to the Consolidated Financial Statements As at 31 December 2015 Accumulated depreciation As at 31 December 2015 Additions As at 1 January 2015 Cost 7 INVESTMENT PROPERTIES As at 1 January 2015 Charge for the year For the year ended 31 December 2015 Buildings RMB million 1,435 ended 31 December 2015 year For the Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 159 2,238 As at 31 December 2015 2,080 1,237 1,283 (198) (46) (152) 1,435 RMB million December 2015 As at 31 Total 84,959 73,654 122,308 92,799 207,267 166,453 RMB million As at 31 December 2015 December 2014 RMB million RMB million 90,250 80,214 As at 31 RMB million As at 31 December 2014 December 2015 9 FINANCIAL ASSETS (continued) 9.2 Loans Policy loans Other loans (i) Total Maturing: Within one year After one year but within five years After five years but within ten years After ten years Total (i) As at 31 84,078 year 53,894 32,345 years After five years but within ten years 181,780 200,214 380,842 463,442 After one year but within five 26,500 562,622 690,156 9.4 Statutory deposits – restricted Contractual maturity schedule: Within one year After one year but within five years Total Within one year As at 31 December 2014 RMB million RMB million 8,700 207,267 166,453 Other loans mainly consisted of different types of asset management products. As at 31 December 2015, RMB172,983 million (as at 31 December 2014: RMB84,300 million) of asset management products had been managed by China Life Asset Management Company Limited ("AMC”), a subsidiary of the Company, of which RMB37,978 million (as at 31 December 2014: RMB39,571 million) was owned by the Group. Meanwhile, the Group also owned RMB75,936 million (as at 31 December 2014: RMB50,034 million) of asset management products managed by other financial institutions. Asset management products are guaranteed by third parties or with pledge, or have the national annual budget income as the source of repayment, or have higher credit rating borrowers. The Group did not guarantee or provide any financing support for other loans, and considers that the carrying value of other loans represents its maximum risk exposure. During the year ended 31 December 2015, the Group's investment income from the above asset management products was RMB6,455 million (2014: RMB4,137 million), and the related asset management fee received by AMC for all asset management products it issued was RMB224 million (2014: RMB171 million). 166 9 FINANCIAL ASSETS (continued) 9.3 Term deposits Maturing: China Life Insurance Company Limited Annual Report 2015 Notes to the Consolidated Financial Statements For the year ended 31 December 2015 As at 31 December 2015 24,239 2,120 22,798 84 Bank CLP&C Sino-Ocean Futures Technology Street SLP Sanya Company RMB million RMB million RMB million RMB million RMB million RMB million RMB million Total assets 1,836,587 65,634 148,185 8,598 337 8,503 600 Total liabilities 1,739,047 46,103 99,995 6,146 COFCO Annoroad 7 10 Upper The following table illustrates the summarised financial information of the Group's associates and joint ventures as at 31 December 2015 and for the year ended 31 December 2015: Dividend received (i) Other equity movements Share of profit Scrip dividend Investments in associates and joint ventures As at 1 January INVESTMENTS IN ASSOCIATES AND JOINT VENTURES Under the market comparison approach, an increase (decrease) in the comprehensive adjustment coefficient will result in an increase (decrease) in the fair value of investment properties. The Group uses the market comparison approach as its primary method to estimate the fair value of its investment properties. Under the market comparison approach, the estimated fair value of a property is based on the average sale price of comparable properties recently sold, with consideration of the comprehensive adjustment coefficient, which is composed of a number of adjusting factors, including the time and the conditions of sale, the geographical location, age, decoration, floor area, lot size of the property and other factors. INVESTMENT PROPERTIES (continued) 8 7 For the year ended 31 December 2015 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 160 INVESTMENTS IN ASSOCIATES AND JOINT VENTURES (continued) CGB 4,449 Total equity 97,540 13,186 6,757 20,535 Gross carrying value of the investments 70.00% 35.00% 29.46% 40.00% 20.00% Proportion of the Group's ownership 3,540 2,539 41,475 16,893 87,449 adjustments the associates and joint ventures after 1,434 2,478 Impairment Net carrying value of the investments 19,531 48,190 2,452 330 4,054 600 Total equity attributable to equity holders 97,540 Impairment (ii) 19,531 2,452 330 4,054 600 1,434 13,186 6,757 20,535 41,231 Total equity attributable to equity holders of As at 31 December RMB million PRC Percentage of equity interest held 20.00% PRC 40.00% Hong Kong, PRC 29.998% PRC 35.00% PRC 16.67% Jersey Island PRC 70.00% 51.00% (ii) In June 2015, the Group contributed RMB250 million in Annoroad Technology, holding 16.67% of its equity interests. According to the provisions of the agreement, the Group can impose a significant influence over Annoroad Technology's financial and operating decisions through its general meeting and board of directors, and therefore accounted for it as an associate. Company Limited (“Sanya Company”)(ii) In December 2015, the Group contributed RMB306 million in Sanya Company, holding 51.00% of its equity interests. According to the investment agreement and the articles of association of Sanya Company, the Group has joint control with another investor over Sanya Company, and therefore accounted for it as a joint venture. China Life (Sanya) Healthy Investment Joint ventures 142 The Group's investments in associates and joint ventures are unlisted except for Sino-Ocean, which is listed in Hong Kong. As at 31 December 2015, the stock price of Sino-Ocean was HKD4.97 per share. As its business performance declined in 2015, and the quoted market price of Sino-Ocean (stock price per share multiplies shares held by the Group) was below the carrying value for more than one year, the Group performed an impairment test to this investment. As at 31 December 2015, the recoverable amount of this investment valued using the discounted future cash flow method was approximately RMB12.40 billion and therefore an impairment loss of RMB1.01 billion was made for this investment in 2015. In the valuation, the Group separated the development property and investment property by considering the different future cash flow features. The discount rates applied in the valuation were 10% and 8% for development property and investment property, respectively. The impairment for this investment is included in Share of profit of associates and joint ventures, net in the consolidated statement of comprehensive income. 161 China Life Insurance Company Limited Annual Report 2015 Notes to the Consolidated Financial Statements For the year ended 31 December 2015 8 INVESTMENTS IN ASSOCIATES AND JOINT VENTURES (continued) As at 31 December 2015, the Group owned the following associates and joint ventures: Name Country of incorporation Associates China Guangfa Bank Co., Ltd (“CGB") China Life Property & Casualty Insurance Company Limited ("CLP&C") Sino-Ocean COFCO Futures Company Limited ("COFCO Futures") Annoroad Gene Technology (Beijing) Co., Ltd. ("Annoroad Technology")(i) 10 Upper Bank Street SLP As at 31 December 2014, the Group owned the following associates and joint ventures: Name Associates (ii) (i) 44,390 47,175 (1,010) (515) (604) 280 649 3,911 2,984 268 5,671 766 34,775 44,390 2014 RMB million 2014 final dividend of HKD0.165 per ordinary share was approved and declared in the annual general meeting of Sino-Ocean Land Holdings Limited (“Sino-Ocean”) on 12 May 2015. On 22 May 2015, Sino- Ocean made the announcement of scrip dividend plan, according to which the shareholders could elect to receive the 2014 final dividend in cash or in scrip shares. The Company elected the cash option and received cash dividend amounting to RMB286 million. 2015 interim dividend of HKD0.075 per ordinary share was approved and declared in the board meeting of Sino-Ocean on 21 August 2015, and each shareholder could elect to receive the 2015 interim dividend in cash or in scrip shares. The Company elected the cash option and received cash dividend amounting to RMB136 million. Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 70.00% CGB CLP&C Sino-Ocean COFCO Futures Joint venture 10 Upper Bank Street SLP Country of incorporation 162 2015 Percentage of equity interest held 20.00% PRC 40.00% Hong Kong, PRC 29.46% PRC 35.00% Jersey Island PRC (209) of the associates and joint ventures Total adjustments (i) 496 (37) 15 2,258 9,064 Net profit/(loss) 432 100 390 31,226 46,829 54,735 Total revenues 06 306 2,464 246 1,397 12,397 7,812 22,553 Net carrying value of the investments (1,010) Impairment 306 2,464 246 Other comprehensive income 1,028 379 (80) 1,407 12,037 241 3,306 40,411 36,522 44,644 Total comprehensive income Other comprehensive income Net profit Total revenues 2,478 4,606 1,397 984 ended 31 December 2015 year For the Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 163 541 (37) 2,171 2,637 10,092 45 (15) 8 13,407 2,251 22,553 RMB million RMB million Total assets 1,648,056 52,769 132,212 8,199 Total liabilities 3,749 2,539 40,491 1,560,607 35,876 RMB million 87,829 4,450 16,893 87,449 of the associates and joint ventures Total equity Total adjustments (i) 7,812 Total equity attributable to equity holders 3,749 2,539 44,383 16,893 87,449 7,245 10 Upper Bank Street SLP 9,784 Sino-Ocean Gross carrying value of the investments 51.00% 70.00% 16.67% 35.00% 29.998% 40.00% 20.00% COFCO Futures 600 3,520 330 2,452 41,470 19,531 Proportion of the Group's ownership after adjustments 97,540 CLP&C RMB million RMB million CGB INVESTMENTS IN ASSOCIATES AND JOINT VENTURES (continued) The following table illustrates the summarised financial information of the Group's associates and joint ventures as at 31 December 2014 and for the year ended 31 December 2014: (534) Total equity attributable to equity holders of the associates and joint ventures 239 Unlisted 172 71,553 42,022 266 Listed in Singapore 8,303 8,391 Listed in Hong Kong, PRC 85,658 348,944 Equity securities 395,341 401,899 359,611 RMB million 274,396 46,137 260 Listed in mainland, PRC 132,334 121,016 Total As at 31 December 2014 ended 31 December 2015 year For the Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 395,341 401,899 169 Total 121,381 After ten years 120,284 112,419 After five years but within ten years 139,737 135,866 368,617 212,190 770,516 607,531 Unlisted debt securities include those traded on the Chinese interbank market and those not publicly traded. Unlisted equity securities include those not traded on stock exchanges, which are mainly open-ended funds with public market price quotation. Debt securities - Contractual maturity schedule Subtotal Maturing: As at 31 December 2014 RMB million Within one year 32,598 13,939 After one year but within five years As at 31 December 2015 RMB million December 2015 RMB million 7,316 For the year ended 31 December 2015 Total, ceded (65) (87) - Unearned premiums (Note 12) (39) (50) - Claims and claim adjustment expenses (Note 12) Short-term insurance contracts (908) (1,246) Long-term insurance contracts (Note 12) Recoverable from reinsurers 1,603,446 1,715,985 7,230 7,944 9,268 1,588,900 1,698,773 Listed in mainland, PRC Debt securities 9.5 Available-for-sale securities (continued) FINANCIAL ASSETS (continued) 9 9 (1,383) (1,012) Net Long-term insurance contracts Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 Subtotal Unlisted Listed in Singapore The table below presents movements in claims and claim adjustment expense reserve: Movements in liabilities of short-term insurance contracts (c) INSURANCE CONTRACTS (continued) For the year ended 31 December 2015 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 As at 31 14 1,714,602 7,165 7,857 7,277 9,218 1,587,992 1,697,527 176 Total, net - Unearned premiums - Claims and claim adjustment expenses Short-term insurance contracts 1,602,434 FINANCIAL ASSETS (continued) 5,920 Debt securities 39 1,420 1,032 174 124 1,246 908 50 1,420 As at 31 December 2015 As at 31 December 2014 RMB million RMB million Receivable from constructors Land use rights 6,341 1,032 65 87 20 Ceded unearned premiums (Note 14) Claims recoverable from reinsurers (Note 14) Total Current Non-current Total OTHER ASSETS China Life Insurance Company Limited Annual Report 2015 Notes to the Consolidated Financial Statements For the year ended 31 December 2015 As at 31 December 2015 As at 31 December 2014 RMB million RMB million 1,246 908 37 1,656 5,998 6,137 Investments receivable 17,274 12,956 6,368 6,455 23,642 19,411 China Life Insurance Company Limited Annual Report 2015 Notes to the Consolidated Financial Statements For the year ended 31 December 2015 14 INSURANCE CONTRACTS (a) Process used to decide on assumptions (i) For the insurance contracts of which future insurance benefits are affected by investment yields of corresponding investment portfolios, the discount rate assumption is based on expected investment returns of the asset portfolio backing these liabilities, considering the impacts of time value on reserves. 19,411 Due from reinsurance companies 23,642 Total 4,242 4,104 Automated policy loans 2,520 2,281 Tax refundable 936 2,449 Due from related parties 772 684 Others 2,833 2,100 Total Current Non-current 173 In developing discount rate assumptions, the Group considers investment experience, the current investment portfolio and trend of the relevant yield curves. The discount rates reflect the future economic outlook as well as the Group's investment strategy. The assumed discount rates with risk margin for the past two years are as follows: Long-term insurance contracts ceded (Note 14) REINSURANCE ASSETS 690,156 562,622 690,156 Statutory deposits – restricted - 6,333 6,153 562,622 6,333 Available-for-sale securities, at fair value 749,709 592,272 749,709 592,272 Securities at fair value through profit or loss 137,990 6,153 166,453 207,267 166,453 The table below presents the carrying value and estimated fair value of major financial assets and liabilities, and investment contracts: 11 Carrying value As at 31 December 2015 RMB million As at 31 December 2014 RMB million Estimated fair value (i) As at 31 December 2015 RMB million As at 31 December 2014 RMB million Held-to-maturity securities (ii) Loans Term deposits 504,075 517,283 550,844 526,526 207,267 53,052 137,990 53,052 Securities purchased under agreements to resell (46,089) (31,354) (46,089) Bonds payable (iii) (67,994) (67,989) (69,580) (68,370) (i) The estimates and judgements to determine the fair value of financial assets are described in Note 3.2. (ii) The fair value of held-to-maturity securities is determined by reference with other debt securities which are measured by fair value. Please refer to Note 4.3. The fair value of held-to-maturity under Level 1 was RMB29,777 million and under Level 2 was RMB521,067 million as at 31 December 2015 (as at 31 December 2014: Level 1 RMB69,506 million and Level 2 RMB457,020 million). (iii) Investment contracts at fair value through profit or loss have quoted prices in active markets, and therefore, their fair value was classified as Level 1. The fair values of investment contracts at amortised cost and bonds payable were determined using valuation techniques, with consideration of the present value of expected cash flows arising from contracts using a risk-adjusted discount rate, allowing for the risk-free rate available on the valuation date, credit risk and risk margin associated with the future cash flows. The fair values of investment contracts at amortised cost and bonds payable were classified as Level 3. PREMIUMS RECEIVABLE As at 31 December 2015, the carrying value of premiums receivable within one year was RMB11,899 million (as at 31 December 2014: RMB11,143 million). 172 12 (31,354) 13 Securities sold under agreements to repurchase (856) 21,503 11,925 21,503 11,925 Cash and cash equivalents 76,096 47,034 76,096 47,034 Investment contracts (iii) (84,106) (72,275) (82,644) (70,694) Financial liabilities at fair value through profit or loss (856) (10,890) (10,890) Discount rate assumptions As at 31 December 2015 As at 31 December 2014 43,006 Total Subtotal 352 4,410 6,099 Unlisted 23,840 Listed overseas Listed in Hong Kong 23,488 32,427 Listed in mainland, PRC Equity securities 29,212 94,984 70 137,990 53,052 Unlisted debt securities include those traded on the Chinese interbank market and those not publicly traded. Unlisted equity securities include those not traded on stock exchanges, which are mainly open-ended funds with public market price quotation. As at 31 December 2014 RMB million December 2015 RMB million As at 31 For the year ended 31 December 2015 Total Others Bank deposits Debt securities 9.8 Accrued investment income Total Within 30 days Maturing: 9.7 Securities purchased under agreements to resell FINANCIAL ASSETS (continued) Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 9 170 Subtotal 23,292 86,076 Unlisted 24,873 88,291 4,085 5,689 254 603 RMB million RMB million As at 31 December 2014 December 2015 As at 31 Subtotal Others Corporate bonds bonds Government agency Government bonds 401 21,503 94,984 Equity securities 56 Listed overseas 8,852 Listed in mainland, PRC Debt securities 53,052 137,990 23,840 43,006 Total Subtotal 23,341 36,887 Common stocks 499 6,119 Funds 29,212 11,925 21,503 11,925 RMB Per Policy As at 31 December 2015 As at 31 December 2014 37.00-45.00 37.00-45.00 Group Life % of Premium RMB Per Policy % of Premium 0.85%-0.90% 0.85%-0.90% 15.00 14.00 0.90% 0.90% (iv) The lapse rates and other assumptions are affected by certain factors, such as future macro-economy, availability of financial substitutions, and market competition, which bring uncertainty to these assumptions. The lapse rates and other assumptions are determined with reference to creditable past experience, current conditions, future expectations and other information. 175 China Life Insurance Company Limited Annual Report 2015 Notes to the Consolidated Financial Statements For the year ended 31 December 2015 Individual Life 14 Expense assumptions are based on expected unit costs with the consideration of previous expense studies and future trends. Expense assumptions are affected by certain factors such as future inflation and market competition which bring uncertainty to these assumptions. The Group considers risk margin for expense assumptions based on information obtained at the end of each reporting period. Components of expense assumptions include cost per policy and percentage of premium as follows: The Group bases its morbidity assumptions for critical illness products on analysis of historical experience and expectations of future developments. There are two main sources of uncertainty. First, wide-ranging lifestyle changes could result in future deterioration in morbidity experience. Second, future development of medical technologies and improved coverage of medical facilities available to policyholders may bring forward the timing of diagnosing critical illness, which demands earlier payment of the critical illness benefits. Both could ultimately result in an inadequate reserving of liability if current morbidity assumptions do not properly reflect such trends. 4.80%-5.00% 4.80%-5.00% For the insurance contracts of which future insurance benefits are not affected by investment yields of the corresponding investment portfolios, the discount rate assumption is based on the “Yield curve of reserve computation benchmark for insurance contracts", published on the “China Bond” website with consideration of liquidity spreads, taxation and other relevant factors. The assumed discount rates with risk margin for the past two years are as follows: Discount rate assumptions As at 31 December 2015 As at 31 December 2014 3.42%-5.78% 3.52%-5.96% There is uncertainty on the discount rate assumption, which is affected by factors such as future macro-economy, monetary and foreign exchange policies, capital market and availability of investment channels of insurance funds. The Group determines the discount rate assumption based on the information obtained at the end of each reporting period including consideration of risk margin. 174 14 INSURANCE CONTRACTS (continued) China Life Insurance Company Limited Annual Report 2015 Notes to the Consolidated Financial Statements For the year ended 31 December 2015 (a) Process used to decide on assumptions (continued) (ii) The mortality and morbidity assumptions are based on the Group's historical mortality and morbidity experience. The assumed mortality rates and morbidity rates vary by age of the insured and contract type. (iii) The Group bases its mortality assumptions on China Life Insurance Mortality Table (2000-2003), adjusted where appropriate to reflect the Group's recent historical mortality experience. The main source of uncertainty with life insurance contracts is that epidemics and wide-ranging lifestyle changes could result in deterioration in future mortality experience, thus leading to an inadequate reserving of liability. Similarly, improvements in longevity due to continuing advancements in medical care and social conditions may expose the Group to longevity risk. Risk margin is considered in the Group's mortality and morbidity assumptions. 9.6 Securities at fair value through profit or loss INSURANCE CONTRACTS (continued) (v) The Group applied a consistent method to determine risk margin. The Group considers risk margin for discount rate, mortality and morbidity and expense assumptions to compensate for the uncertain amount and timing of future cash flow. When determining risk margin, the Group considers historical experience, future expectations and other factors. The Group determines risk margin level by itself as the regulations have not imposed any specific requirement on it. Non-current 31,928 31,218 Current 44,350 49,552 1,599 2,144 15,667 15,703 27,084 31,705 RMB million RMB million As at 31 December 2014 December 2015 As at 31 18,334 (a) Process used to decide on assumptions (continued) 12,422 49,552 The Group adopted a consistent process to decide on assumptions for the insurance contracts disclosed in this note. On each reporting date, the Group reviews the assumptions for reasonable estimates of liability and risk margin, with consideration of all available information, and taking into account the Group's historical experience and expectation of future events. (b) Net liabilities of insurance contracts Gross Long-term insurance contracts Short-term insurance contracts - Claims and claim adjustment expenses - Unearned premiums Total, gross As at 31 December 2015 RMB million As at 31 December 2014 RMB million ended 31 December 2015 year For the Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 171 44,350 Total Notified claims 2015 2014 Accretion of interest Release of liabilities (i) Premiums As at 1 January The table below presents movements in the liabilities of long-term insurance contracts: (d) Movements in liabilities of long-term insurance contracts INSURANCE CONTRACTS (continued) 14 ended 31 December 2015 year For the Notes to the Consolidated Financial Statements Change in assumptions China Life Insurance Company Limited Annual Report 2015 7,165 (65) 7,230 7,857 (87) 7,944 As at 31 December (6,775) 121 (6,896) (7,165) 65 177 (7,230) – Change in discount rates Other movements Incurred but not reported FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES 178 For the year ended 31 December 2014, the change in other assumptions was mainly caused by the change in morbidity rate assumptions of certain products, which increased insurance contract liabilities by RMB441 million. This change reflected the Group's most recent experience and future expectations about morbidity rate as at the reporting date. Changes in assumptions other than morbidity rates decreased insurance contract liabilities by RMB21 million. For the year ended 31 December 2015, the change in other assumptions was mainly caused by the change in morbidity rate assumptions of certain products, which increased insurance contract liabilities by RMB980 million. This change reflected the Group's most recent experience and future expectations about the morbidity rates as at the reporting date. Changes in assumptions other than morbidity rates increased insurance contract liabilities by RMB7 million. (ii) The release of liabilities mainly consists of release due to death or other termination and related expenses, release of residual margin and change of reserves for claims and claim adjustment expenses. (i) 1,588,900 1,698,773 1,379 1,043 - Change in other assumptions (ii) 420 (4,599) 8,510 69,214 68,741 (265,137) 304,677 1,482,946 1,588,900 331,582 (300,990) RMB million 2014 2015 RMB million As at 31 December 987 Release 10 (65) Incurred but not reported Notified claims Total as at 31 December - Gross - Claims arising in prior years 355 669 16,499 20,497 - Claims arising in current year Claims incurred (4,557) (6,865) Total as at 31 December - Gross - Cash paid for prior year claims (12,349) Cash paid for claims settled 4,655 7,316 Total as at 1 January – Gross 3,820 5,181 835 2,135 RMB million RMB million 7,165 (9,636) The table below presents movements in unearned premium reserves: Cash paid for current year claims 7,316 7,230 9,268 (87) 7,944 Increase 6,775 6,896 7,165 (65) 7,230 As at 1 January Net Ceded (121) Net 1,748 2,135 Gross 7,520 5,181 9,268 7,316 7,857 2015 RMB million 2014 RMB million Gross Ceded Housing benefits Contribution to the defined contribution pension plan Depreciation and amortisation Foreign exchange gains Auditors' remuneration 185 year 2015 Employee salaries and welfare costs ended 31 December 784 2014 RMB million 3,430 3,433 For the RMB million For the year ended 31 December 2015 PROFIT BEFORE INCOME TAX 1,234 (368) 315,294 184 China Life Insurance Company Limited Annual Report 2015 Notes to the Consolidated Financial Statements 25 INVESTMENT CONTRACT BENEFITS Profit before income tax is stated after charging/(crediting) the following: Benefits of investment contracts are mainly the interest credited to investment contracts. FINANCE COSTS 27 Interest expenses for bonds payable Interest expenses for securities sold under agreements to repurchase Interest expenses for interest-bearing loans and borrowings Total 26 106 (b) 4,320 ended 31 December 2015 28 TAXATION Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax relates to the same tax authority. (a) The amount of taxation charged to net profit represents: 315,662 Current taxation - Enterprise income tax Deferred taxation Taxation charges For the year ended 31 December 2015 RMB million 2014 RMB million 15,408 6,455 year For the Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 4,726 For the year ended 31 December 2015 RMB million 2014 RMB million 13,045 11,564 824 59 787 1,553 2,036 2,124 (812) (268) 60 55 1,678 Total Life insurance death and other benefits (62) NET FAIR VALUE GAINS THROUGH PROFIT OR LOSS Debt securities Equity securities Stock appreciation rights Financial liabilities at fair value through profit or loss Total 24 INSURANCE BENEFITS AND CLAIMS EXPENSES For the RMB million year ended 31 December 2015 2014 RMB million 766 2,272 9,324 4,977 23 180 During the year ended 31 December 2015, the Group recognised an impairment charge of RMB147 million (2014: RMB146 million) of available-for-sale funds, an impairment charge of RMB174 million (2014: RMB1,003 million) of available-for-sale common stocks, and no impairment charge (2014: Nil) of other available-for-sale securities, for which the Group determined that objective evidence of impairment existed. ended 31 December 2015 142 (4) 142 32,622 8,127 (321) (1,149) 32,301 6,978 32,297 7,120 China Life Insurance Company Limited Annual Report 2015 Notes to the Consolidated Financial Statements For the year 22 NET REALISED GAINS ON FINANCIAL ASSETS (continued) (255) (61) (1,186) Total 352,962 (743) 352,219 For the year ended 31 December 2014 Life insurance death and other benefits 192,863 (204) 192,659 Accident and health claims and claim adjustment expenses 16,854 (102) 16,752 Increase in insurance contract liabilities 105,945 109,509 (338) 109,847 21,009 10,209 5,808 Gross Ceded Net RMB million RMB million 105,883 RMB million (4,664) 221,949 (248) 221,701 Accident and health claims and claim adjustment expenses Increase in insurance contract liabilities 21,166 (157) For the year ended 31 December 2015 1,433 10,744 7,888 (16,686) 1,184 (5,445) 3,192 11 (16,953) (i) (ii) (iii) The deferred tax arising from the insurance category is mainly related to the change of long-term insurance contract liabilities at 31 December 2008 as a result of the first time adoption of IFRSS in 2009 and the temporary differences of short-term insurance contract liabilities and policyholder dividends payable. The deferred tax arising from the investments category is mainly related to the temporary differences of unrealised gains/(losses), which includes available-for-sale securities, securities at fair value through profit or loss, and others. The deferred tax arising from the others category is mainly related to the temporary differences of employee salaries and welfare costs payable. 187 China Life Insurance Company Limited Annual Report 2015 Notes to the Consolidated Financial Statements For the (1,451) 11 3,192 (5,445) (12,095) 1,036 (19,375) (Charged)/credited to net profit 3,673 843 148 year 4,664 comprehensive income - Available-for-sale securities - Portion of fair value changes on available-for-sale securities attributable to participating policyholders - Others As at 31 December 2015 (Charged)/credited to other (8,316) ended 31 December 2015 29 (26,850) (24,130) - deferred tax liabilities to be settled within 12 months (2,270) (1,491) Subtotal (29,120) (25,621) Net deferred tax liabilities (16,953) (19,375) NET PROFIT ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY Net profit attributable to equity holders of the Company is recognised in the financial statements of the Company to the extent of RMB32,638 million (2014: RMB28,271 million). EARNINGS PER SHARE There is no difference between basic and diluted earnings per share. The basic and diluted earnings per share for the year ended 31 December 2015 are based on the net profit for the year attributable to ordinary equity holders of the Company and the weighted average number of 28,264,705,000 ordinary shares (2014: 28,264,705,000 ordinary shares). 188 - deferred tax liabilities to be settled after 12 months Deferred tax liabilities: 6,246 12,167 30 TAXATION (continued) (c) The movements in deferred tax assets and liabilities during the year are as follows: (continued) Unrecognised deductible tax losses of the Group amounted to RMB727 million as at 31 December 2015 (as at 31 December 2014: RMB879 million). Unrecognised deductible temporary differences of the Group amounted to RMB186 million as at 31 December 2015 (as at 31 December 2014: RMB166 million). (d) The analysis of deferred tax assets and deferred tax liabilities is as follows: Deferred tax assets: 28 - deferred tax assets to be recovered after 12 months Subtotal As at 31 December 2015 RMB million As at 31 December 2014 RMB million 9,528 4,219 2,639 2,027 - deferred tax assets to be recovered within 12 months 10,744 As at 1 January 2015 1,036 1 19 (30) 12 Income tax at the effective tax rate (4) 7,888 (i) Non-taxable income mainly includes interest income from government bonds, and dividend income from applicable equity securities, etc. Expenses not deductible for tax purposes mainly include commission, brokerage, donation and other expenses that do not meet the criteria for deduction according to the relevant tax regulations. 186 China Life Insurance Company Limited Annual Report 2015 Notes to the Consolidated Financial Statements For the year ended 31 December 2015 TAXATION (continued) 28 (41) 1,190 2,655 (3,434) The reconciliation between the Group's effective tax rate and the statutory tax rate of 25% in the PRC (2014: 25%) is as follows: Profit before income tax Tax computed at the statutory tax rate Non-taxable income (i) Expenses not deductible for tax purposes (i) Tax losses utilised from previous periods Unused tax losses Others (c) For the year ended 31 December RMB million 2014 RMB million 45,931 40,402 11,483 10,101 (3,324) 2015 (19,375) As at 31 December 2015 and 2014, deferred income tax was calculated in full on temporary differences under the liability method using a principal tax rate of 25%. The movements in deferred tax assets and liabilities during the year are as follows: As at 1 January 2014 1,081 (4,919) 552 (1,940) (45) (1,433) (15,805) 2,759 23 (15,805) 2,759 23 As at 31 December 2014 (8,316) (12,095) 5,627 (11,627) (iii) (ii) (Charged)/credited to net profit (Charged)/credited to other comprehensive income - Available-for-sale securities - Portion of fair value changes on available-for-sale securities attributable to participating policyholders Deferred tax assets/(liabilities) - Others Investments Others RMB million RMB million RMB million Total RMB million (i) Insurance RMB million 32,285 2014 10,000 4.58% 5 November 2022 5 November 2012 RMB million 28,000 28,000 4.70% 29 June 2022 30,000 30,000 5.50% 26 October 2021 26 October 2011 29 June 2012 RMB million RMB million As at 31 December 2014 As at 31 December 2015 Interest rate p.a. Maturity date Issue date Par Value As at 31 December 2015, all bonds payable were subordinated bonds with a total carrying value of RMB67,994 million (as at 31 December 2014: RMB67,989 million) and the par value of RMB68,000 million (as at 31 December 2014: RMB68,000 million). BONDS PAYABLE 17 10,000 2,623 Total 68,000 31,354 46,089 31,354 4,612 3,432 41,477 27,922 As at 31 December 2014 RMB million December 2015 RMB million As at 31 Total After 90 days After 30 but within 90 days Within 30 days Maturing: Total Stock exchange market Interbank market 18 SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE For the year ended 31 December 2015 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 180 Subordinated bonds are measured at amortised cost as described in Note 2.14. The Company issued the above three subordinated bonds with a maturity term of 10 years to qualified investors who met the relevant regulatory requirements. The coupon rates per annum for the first 5 years are 5.50%, 4.70%, 4.58%, respectively, for bonds issued on 26 October 2011, 29 June 2012 and 5 November 2012. The Company has the right to call the subordinated bonds at par at the end of the fifth year after issuance. If the Company does not exercise the call option, the coupon rate per annum for the remaining 5 years will be raised by 200 basis points. 68,000 2,643 3.54% As at 31 December 2014 RMB million 14 24,292 33,797 47,962 50,295 As at 31 December 2014 RMB million RMB million As at 31 December 2015 For the year ended 31 December 2015 179 As at 31 December Interest credited Policy fees deducted from account balances Deposits withdrawn, payments on death and other benefits Deposits received As at 1 January The table below presents movements of investment contracts with DPF: Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 Total - At fair value through profit or loss - At amortised cost Investment contracts without DPF Investment contracts with DPF at amortised cost 15 INVESTMENT CONTRACTS 21 84,106 72,275 2015 As at 31 December 2015 RMB million Interest rate 17 June 2019 Guaranteed loans Maturity date 16 INTEREST-BEARING LOANS AND BORROWINGS ended 31 December 2015 year For the Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 47,962 42,971 50,295 1,164 (33) (34) (3,334) (2,543) 3,486 3,746 46,555 47,962 RMB million RMB million 2014 1,288 118 21 INVESTMENT INCOME 31,354 Bank deposits Loans Securities purchased under agreements to resell Others Total China Life Insurance Company Limited Annual Report 2015 Notes to the Consolidated Financial Statements For the year ended 31 December 2015 For the year ended 31 December 2015 2014 RMB million RMB million 24,541 25,357 18,526 18,571 1,382 1,571 Stock appreciation rights (Note 31) 8,950 4,458 326 106 34,934 11,115 - at fair value through profit or loss 8,138 - available-for-sale securities - at fair value through profit or loss 1,025 845 783 Tax payable Others 511 717 5,584 4,216 Total Current Non-current Total STATUTORY INSURANCE FUND 26,514 20,062 26,514 20,062 26,514 3,000 20,062 As required by the CIRC Order [2008] No. 2, “Measures for Administration of Statutory Insurance Fund”, all insurance companies have to pay the statutory insurance fund contribution to the CIRC from 1 January 2009. The Group is subject to the statutory insurance fund contribution, (i) at 0.15% and 0.05% of premiums and accumulated policyholder deposits from life policies with guaranteed benefits and life policies without guaranteed benefits, respectively; (ii) at 0.8% and 0.15% of premiums from short-term health policies and long-term health policies, respectively; (iii) at 0.8% of premiums from accident insurance contracts, at 0.08% and 0.05% of accumulated policyholder deposits from accident investment contracts with guaranteed benefits and without guaranteed benefits, respectively. When the accumulated statutory insurance fund contributions reach 1% of total assets, no additional contribution to the statutory insurance fund is required. 182 Debt securities -held-to-maturity securities - available-for-sale securities Equity securities 368 299 89 Commission and brokerage payable 4,589 5,220 Salary and welfare payable 5,008 6,410 Interest payable to policyholders RMB million RMB million As at 31 December 2014 December 2015 As at 31 20 OTHER LIABILITIES 19 ended 31 December 2015 year For the Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 181 transaction. For debt repurchase transactions through the stock exchange, the Group is required to deposit certain exchange- traded bonds into a collateral pool with fair value converted at a standard rate pursuant to the stock exchange's regulation which should be no less than the balance of the related repurchase transaction. As at 31 December 2015, the carrying value of securities deposited in the collateral pool was RMB67,169 million (as at 31 December 2014: RMB49,963 million). The collateral is restricted from trading during the period of the repurchase As at 31 December 2015, bonds with a carrying value of RMB28,802 million (as at 31 December 2014: RMB42,177 million) were pledged as collateral for financial assets sold under agreements to repurchase resulting from repurchase transactions entered into the Group in the interbank market. 46,089 2,598 1,919 Payable to third party holders of consolidated trust schemes 2,550 114 97,582 93,548 For the year ended 31 December 2015, the interest income included in investment income was RMB88,306 million (2014: RMB88,984 million). All interest income was accrued using the effective interest method. 22 NET REALISED GAINS ON FINANCIAL ASSETS Debt securities Realised gains Reversal of impairment Subtotal Equity securities Realised gains Payable to constructors Impairment Total Net realised gains on financial assets are from available-for-sale securities. 183 For the 1,044 year 2015 ended 31 December 1,045 Interest payable of subordinated debts 761 1,117 Agent deposits Subtotal 634 4,953 During the Reporting Period, net profit attributable to equity holders of the Company was RMB34,699 million, a 7.7% increase year-on-year. This was mainly attributable to factors such as the increase in investment income. However, update of actuarial assumptions, such as discount rate assumption of reserves of traditional insurance contracts, partially reduced the profit for the period. During the Reporting Period, insurance benefits and claims expenses attributable to health insurance business increased by 53.3% year-on-year. This was primarily due to an increase in the scale of health insurance business and the update of actuarial assumptions, such as discount rate assumption of reserves of traditional insurance contracts. Accident Insurance Business During the Reporting Period, insurance benefits and claims expenses attributable to accident insurance business increased by 5.4% year-on-year. This was primarily due to an increase in the scale of accident insurance business. Investment Contract Benefits During the Reporting Period, investment contract benefits increased by 15.6% year-on-year. This was primarily due to an increase in the scale of investment contracts. Policyholder Dividends Resulting from Participation in Profits During the Reporting Period, policyholder dividends resulting from participation in profits increased by 34.7% year-on-year. This was primarily due to an increase in investment yields of the participating products. Underwriting and Policy Acquisition Costs During the Reporting Period, underwriting and policy acquisition costs increased by 31.0% year-on-year. This was primarily due to an increase in underwriting costs for first-year regular premium business resulting from the growth of the Company's business and the optimization of its business structure. Finance Costs During the Reporting Period, finance costs decreased by 8.6% year-on-year. This was primarily due to a decrease in interest payments for securities sold under agreements to repurchase. Administrative Expenses During the Reporting Period, administrative expenses increased by 8.0% year-on-year. This was primarily due to the Company's increased investment in team building for the purpose of enhancing its sustainable development capacity. Other Expenses During the Reporting Period, other expenses increased by 78.9% year-on-year. This was primarily due to an increase in business taxes and surcharges expenses resulting from an increase in taxable income from Health Insurance Business investments. During the Reporting Period, insurance benefits and claims expenses attributable to life insurance business increased by 8.6% year-on-year. This was primarily due to an increase in the scale of life insurance business. 2 25,432 Other expenses 7,428 4,151 743 701 Total 16 463,492 404,275 Insurance Benefits and Claims Expenses 1 Life Insurance Business China Life Insurance Company Limited Annual Report 2015 Management Discussion and Analysis 3 18 17 Management Discussion and Analysis 2,700 45,931 40,402 During the Reporting Period, profit before income tax in life insurance business increased by 33.5% year-on-year. This was primarily due to the growth of business and an increase in income from investments as compared to the corresponding period of 2014. Health Insurance Business During the Reporting Period, profit before income tax in health insurance business decreased by 82.9% year-on-year. This was primarily due to the update of actuarial assumptions, such as discount rate assumption of reserves of traditional insurance contracts, which partially reduced the profit for the period. 3 Accident Insurance Business During the Reporting Period, profit before income tax in accident insurance business increased by 13.4% year-on-year. This was primarily due to an increase in the scale of accident insurance business as compared to the corresponding period of 2014. 4 Other Business During the Reporting Period, profit before income tax in other business decreased by 45.5% year- on-year. This was primarily due to a decrease in net profits of associates and the impairment of investments in associates. (4) Income Tax During the Reporting Period, income tax of the Company was RMB10,744 million, a 36.2% increase year- on-year. This was primarily due to an increase in profit before income tax. (5) Net Profit 1,546 China Life Insurance Company Limited Annual Report 2015 1,753 557 (3) Profit before Income Tax For the year ended 31 December Life insurance business Health insurance business Accident insurance business Other business Total 1 Life Insurance Business 2 RMB million 2015 2014 40,921 30,651 3,252 Statutory insurance fund contribution 27,458 5,066 First-year regular 56,381 41,340 Renewal business 173,720 174,273 Health Insurance Business 42,041 33,192 First-year business 24,435 19,525 Single 18,993 14,459 70,006 First-year regular 78,068 111,346 During the Reporting Period, net premiums earned from life insurance business increased by 7.9% year-on-year. This was primarily due to an increase in the first-year premiums for policies with insurance duration of more than one year resulting from the Company's enhanced efforts in team building and business development. Health Insurance Business During the Reporting Period, net premiums earned from health insurance business increased by 25.2% year-on-year. This was primarily due to the Company's enhanced efforts in developing health insurance business. 3. Accident Insurance Business During the Reporting Period, net premiums earned from accident insurance business increased by 12.2% year-on-year. This was primarily due to the Company's continuous efforts in developing accident insurance business. Gross written premiums categorized by business: For the year ended 31 December RMB million 2015 2014 Life Insurance Business First-year business 308,169 285,619 134,449 Single 5,442 Renewal business 17,606 China Life Insurance Company Limited Annual Report 2015 Management Discussion and Analysis Gross written premiums categorized by channel: For the year ended 31 December 2015 RMB million 2014 Exclusive Individual Agent Channel 225,957 205,417 First-year business of long-term insurance 47,974 34,455 Single 495 331,010 363,971 13 Total 13,667 Accident Insurance Business 13,761 12,199 First-year business 13,480 12,049 China Life Insurance Company Limited Annual Report 2015 Management Discussion and Analysis Single 11,888 First-year regular 77 161 Renewal business 281 150 13,403 335 Life Insurance Business Net Premiums Earned gross In 2015, the Company further implemented the “innovation-driven development strategy". On the basis of further optimizing and improving its IT governance structure, the Company initiated the construction of the "new generation" comprehensive business processing system which featured as customer oriented, Internet- based, responsive and reliable. The Company fully promoted Cloud Assistant, Cloud Signage, Cloud Desktop and Total Internet Connection in order to speed up its mobile Internet-based operation. The Company stepped up the efforts in product innovation, further optimized its product development mechanism, and introduced several new products aimed at specific market segments and meeting customers' emerging demands. The Company innovated a new mobile Internet-based sales model, which enabled a whole electronic process from product advertising, purchase, premium payment to policy generation. The Company further promoted the application of E-China Life and E-Store across sales channels, effectively promoting the sales of its major products. The Company reinforced the innovation of operation and services by launching E-customer Service with Internet services and mobile app services as its core, marking a new beginning of the Company's “Internet plus" service. The nationwide promotion of "Counter Pass" system provided "four-pass" services of policy enquiry, claim acceptance, settlement and payment across provinces without geographical restrictions. The Company put more efforts in promoting centralized operation and realized centralized underwriting and claim assessment across eight provinces and municipalities, which accumulated precious experiences for the implementation of the Company's "Rui Operation" strategy. With automation rate of insurance underwriting and preservation reaching 74% and 81%, respectively, and the launch of a smart claim settlement platform, a pilot program of quick claim settlement and direct payment at hospitals, the Company's operational productivity and efficiency was further improved. 5 Exclusive of currency fund. 6 Including debt investment plans, equity investment plans, trust schemes, project asset-backed plans, asset-backed securities and specialized asset management plans, etc. 7 Net investment yield = 8 9 (Investment income + Net income from investment properties - - Business tax and extra charges for investment) ((Investment assets at the beginning of the period + Investment assets at the end of the period) / 2) Gross investment yield including net share of profit of associates and joint ventures = (Investment income + Net realised gains/ (losses) on financial assets + Net fair value gains/(losses) through profit or loss + Total income from investment properties Business tax and extra charges for investment + Net share of profit of associates and joint ventures) / ((Investment assets at the beginning of the period + Investments in associates and joint ventures at the beginning of the period + Investment assets at the end of the period + Investments in associates and joint ventures at the end of the period) / 2) Comprehensive investment yield = (Investment income + Net realised gains/(losses) on financial assets + Net fair value gains/ (losses) through profit or loss + Current net fair value changes of available-for-sale securities recognized in other comprehensive income + Total income from investment properties – Business tax and extra charges for investment) / ((Investment assets at the beginning of the period + Investment assets at the end of the period) / 2) market, the Company highly boosted market operations with the advantage of a market-oriented agency, and actively promoted allocation globally and made investments in sophisticated markets and high-quality assets while considering the prospective movement of exchange rate. As at the end of the Reporting Period, the Company's investment assets reached RMB2,287,639 million, an increase of 8.9% from the end of 2014. Among the major types of investments, the percentage of bonds was 43.55%, the percentage of term deposits was 24.59%, the percentage of stocks and funds³ was 9.34%, and the percentage of financial assets, such as the debt investment plans, equity investment plans and trust schemes etc., was 5.26%. During the Reporting Period, interest and dividend income increased steadily, and net investment yield was 4.30%. Spread income increased significantly, the investment yield was 6.24%, and the gross investment yield including net share of profit of associates and joint ventures³ was 6.20%. The comprehensive investment yield taking into account the current net fair value changes of available-for-sale financial assets recognized in other comprehensive income was 7.23%. 11 China Life Insurance Company Limited Annual Report 2015 Management Discussion and Analysis In 2015, the Company improved its asset allocation capacity representing the core value and operation characteristics of life insurance, made continuous efforts in diversifying its investment products, channels and regions, and gradually formed a management structure, which was based on a strategic asset allocation, and relied on diversified and market-oriented investments with the entrustors' active allocation and arrangement as well as the organization and implementation by the investment managers. In terms of investment portfolios, in regard to the falling interest rates, an unsteadily increasing bond market and the narrowed credit spread, the Company actively responded to the fixed income investment environment by increasing its allocation in transactional bonds and other financial products. Meanwhile, in view of the increasing fluctuations and distinct divisions of the stock Administrative expenses China Life Insurance Company Limited Annual Report 2015 Management Discussion and Analysis I From left to right: Mr. Zheng Yong, Mr. Yang Zheng, Mr. Xu Haifeng, Mr. Lin Dairen, Mr. Xu Hengping, Mr. Li Mingguang, Mr. Xiao Jianyou BUSINESS OVERVIEW OF 2015 In 2015, the Company achieved a fast growth of its business and maintained its leading position in the market, with its business structure continuously optimized and the operating results noticeably improved. During the Reporting Period, the Company's net premiums earned was RMB362,301 million, an increase of 9.8% from 2014, with RMB308,081 million from life insurance business, increased by 7.9% from 2014, RMB40,855 million from health insurance business, increased by 25.2% from 2014, RMB13,365 million from accident insurance business, increased by 12.2% from 2014; first-year premiums for policies with insurance duration of more than one year increased by 20.1% from 2014, first-year regular premiums increased by 32.9% from 2014, and the percentage of first-year regular premiums in first-year premiums for policies with insurance duration of more than one year increased to 44.22% in 2015 from 39.94% in 2014; first-year regular premiums with 10 years or longer payment duration increased by 25.4% from 2014, and the percentage of first-year regular premiums with 10 years or longer payment duration in first-year regular premiums was 52.20%; renewal premiums increased by 1.9% from 2014, and the percentage of renewal premiums in gross written premiums was 52.64%. As at 31 December 2015, the number of in-force policies increased by 9.6% from the end of 2014; the Policy Persistency Rate (14 months and 26 months)³ reached 90.00% and 85.50%, respectively; and the Surrender Rate* was 5.55%, a 0.09 percentage point increase from 2014. 3 The Persistency Rate for long-term individual policy is an important operating performance indicator for life insurance companies. It measures the ratio of in-force policies in a pool of policies after a certain period of time. It refers to the proportion of policies that are still effective during the designated month in the pool of policies whose issue date was 14 or 26 months ago. Surrender Rate = Surrender payment/(Liability of long-term insurance contracts at the beginning of the period + Premium of long-term insurance contracts) 9 China Life Insurance Company Limited Annual Report 2015 Management Discussion and Analysis With respect to the exclusive individual agent channel, the Company has achieved a relatively rapid increase in business scale and a remarkable increase in business value based on the continued business structure optimization. During the Reporting Period, gross written premiums from the exclusive individual agent channel increased by 10.0% year-on-year; first-year regular premiums increased by 39.2% year-on-year; the percentage of first-year regular premiums in first-year premiums was 98.97%; first-year regular premiums with 10 years or longer payment duration increased by 24.5% year-on-year; the percentages of first-year regular premiums with 5 years or longer payment duration and first-year regular premiums with 10 years or longer payment duration in gross first-year regular premiums were 90.50% and 61.15%, respectively; and renewal premiums increased by 3.9% year-on- year and the percentage of renewal premiums in gross written premiums of the exclusive individual agent channel was 75.96%. The Company has made significant achievements in its persistent implementation of the “effective expansion" strategy for team building. As at the end of the Reporting Period, the Company had a total of 979,000 exclusive individual agents which increased by 31.7% from the end of 2014. The Company continued to promote the professional development for the exclusive individual agent channel, and its sustainable development capacities have been enhanced remarkably. With respect to the group insurance channel, businesses maintained a steady growth. During the Reporting Period, gross written premiums from the group insurance channel increased by 15.3% year-on-year; short-term insurance premiums increased by 14.6% year-on-year and short-term accident insurance premiums increased by 12.5% year- on-year. The group insurance channel actively provided services for economic and social development, effectively pushed forward the development of micro-insurance business, insurance for college-graduate village officials, birth planning insurance, accident insurance for senior citizens and new village cooperative supplementary accident insurance, etc. The Company also actively developed the medical insurance business in the high-end market, and further operated the multinational co-insurance business and the international insurance business such as the travel insurance for Sino-Russian tourism. As at the end of the Reporting Period, the Company had a total of 45,000 group insurance sales representatives in the group insurance channel. With respect to the bancassurance channel, the Company actively responded to new challenges from market competition by rapidly expanding the sales team, deepening cooperation between different sales channels and strengthening sales support, enhancing the fundamental management and promoting business development. While maintaining the business scale as well as the steady growth of regular premiums, the Company made great efforts in developing businesses with medium- to long-term regular premiums (particularly the regular premiums with 10 years or longer payment duration) and achieved remarkable results in its channel transformation. During the Reporting Period, gross written premiums from the bancassurance channel increased by 6.2% year-on-year, first-year premiums for policies with insurance duration of more than one year increased by 12.0% year-on-year, first-year regular premiums increased by 14.6% year-on-year, and first-year regular premiums with 10 years or longer payment duration increased by 35.9% year-on-year. As at the end of the Reporting Period, the number of intermediary bancassurance outlets was 56,000, with a total of 131,000 sales representatives which increased by 84.5% from the end of 2014. 10 China Life Insurance Company Limited Annual Report 2015 Management Discussion and Analysis The Company fully completed the promotion of comprehensive counter service system, with one-stop services becoming available at 2,578 counters nationwide. To improve customer experience, the Company launched global emergency services and VIP services for all long-term policy holders, which covered multi-layer and various classes of global emergency services, health consultation and VIP care services. The Company continued to support children education and development and participate in public welfare undertakings, and held painting and drawing events for children across China for five consecutive years. The Company also cared about physical and mental health of customers, and actively held various customer activities, such as sports events and lectures, etc. The results of customer satisfaction and customer loyalty were increased by 1.2% and 4.8% year-on-year, reaching a record high. The Company continuously complied with Section 404 of the U.S. Sarbanes-Oxley Act. Meanwhile, it implemented procedures for the compliance with standard systems of corporate internal control by following the "Standard Regulations on Corporate Internal Control" and the "Implementation Guidelines for Corporate Internal Control" jointly issued by five PRC ministries including the Ministry of Finance, etc, and the "Basic Standards of Internal Control for Insurance Companies” issued by the CIRC. In addition, the Company updated and benchmarked its internal control system to the “Internal Control-Integrated Framework (2013)” issued by the U.S. Committee of Sponsoring Organizations (COSO). In accordance with the CIRC's requirements on the commissioning in the C-ROSS transition period, the Company launched programs to build up its solvency risk management system, fully benchmarked itself to the regulatory rules, strengthened the soundness, compliance and validity of its risk management system, and optimized the formation and transmission mechanisms of risk preference. The Company complied with the “Guidelines for the Implementation of Comprehensive Risk Management of Life Insurance Companies" issued by the CIRC, continued the work in relation to risk alert classification management, and created a monitoring system on key risks and explored a remote and vertical monitoring mode based on its information system. The Company also took the opportunity of the CIRC's special inspection, namely “two strengthens and two containments”, to identify internal control problems and make effective adjustments. All the above measures helped to improve the Company's risk management framework, secure the risk bottom line and optimize the internal control process, which enhanced the Company's capability in risk management. 93,548 Net realised gains on financial assets 32,297 7,120 Net fair value gains through profit or loss 10,209 5,808 Other income 5,060 4,185 Total 12 507,449 440,766 2. 97,582 Investment income 11,907 13,365 II ANALYSIS OF MAJOR ITEMS OF CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (1) Total Revenues For the year ended 31 December RMB million 2015 2014 Net premiums earned 1. Life insurance business 362,301 330,105 308,081 285,574 40,855 32,624 Accident insurance business Health insurance business First-year regular 13 34,120 1 2 3 4 5 Investment Income from Securities at Fair Value through Profit or Loss During the Reporting Period, investment income from securities at fair value through profit or loss increased by 1.8% year-on-year. This was primarily due to an increase in dividend income from stocks at fair value through profit or loss. Investment Income from Available-for-Sale Securities During the Reporting Period, investment income from available-for-sale securities increased by 19.3% year-on-year. This was primarily due to an increase in dividend income from available-for-sale funds, wealth management products and other equity investments. Investment Income from Held-to-Maturity Securities During the Reporting Period, investment income from held-to-maturity securities decreased by 3.2% year-on-year. This was primarily due to a decrease in the allocation of treasury bonds. Investment Income from Bank Deposits During the Reporting Period, investment income from bank deposits decreased by 7.6% year-on-year. This was primarily due to a decrease in the allocation of negotiated deposits and the investment yield of newly increased allocation under the low interest rate environment. Investment Income from Loans During the Reporting Period, investment income from loans increased by 36.6% year-on-year. This was primarily due to an increase in the scale of policy loans and trust schemes, etc. 93,548 97,582 Total 47,479 1,708 1,677 Investment income from available-for-sale securities 27,476 23,029 Investment income from held-to-maturity securities 24,541 15 25,357 Investment income from loans Other investment income 32,285 34,934 11,115 8,138 457 Investment income from bank deposits Investment income from securities at fair value through profit or loss China Life Insurance Company Limited Annual Report 2015 Net Realised Gains on Financial Assets Accident insurance business 4,209 3,992 Investment contract benefits 2,264 1,958 Policyholder dividends resulting from participation in profits 33,491 24,866 Underwriting and policy acquisition costs 35,569 27,147 Finance costs 4,320 4,726 22,434 34,398 288,868 313,612 During the Reporting Period, net realised gains on financial assets increased by 353.6% year-on-year. This was primarily due to a significant increase in the spread income of available-for-sale stocks and funds. Net Fair Value Gains through Profit or Loss During the Reporting Period, net fair value gains through profit or loss increased by 75.8% year-on-year. This was primarily due to a significant increase in the spread income of stocks at fair value through profit of loss. Other Income During the Reporting Period, other income increased by 20.9% year-on-year. This was primarily due to an increase in the commission fees earned from CLP&C resulting from the Company's increased efforts in promoting its interactive business. (2) Benefits, Claims and Expenses Management Discussion and Analysis For the year ended 31 December 2015 2014 Insurance benefits and claims expenses Life insurance business Health insurance business 352,219 315,294 RMB million 2014 413 RMB million 553 506 Short-term insurance business 15,983 13,945 Bancassurance Channel 106,028 99,825 First-year business of long-term insurance 77,881 Single 73,508 65,918 First-year regular 13,714 Renewal business 2015 111 199 Renewal business 171,632 165,131 Short-term insurance business 6,351 5,831 Group Insurance Channel 11,963 20,107 First-year business of long-term insurance 3,571 2,989 Single 3,372 2,878 First-year regular 17,440 Renewal business 87,222 2. 9,806 6,428 Total Notes: 1. 18,558 363,971 331,010 Other channels mainly include supplementary major medical insurance business, telephone sales, etc. The Company's channel premium breakdown was presented based on the separate groups of sales personnels including exclusive individual agent team, direct sales representatives, bancassurance sales team, and other distribution channels. 14 Investment Income For the year ended 31 December China Life Insurance Company Limited Annual Report 2015 Management Discussion and Analysis 638 864 Short-term insurance business 373 21,815 Short-term insurance business 248 129 Other Channels¹ Renewal business 8,328 First-year business of long-term insurance 11,879 1,262 Single 701 889 First-year regular 508 1,209 China Life Enterprise Annuity Fund (“EAP”) 10 Upper Bank Street SLP Ecommerce") China Life Investment Holding Company Limited (“CLI”) China Life Ecommerce Company Limited (“CL China Life Insurance (Overseas) Company Limited ("CL Overseas") China Life Real Estate Co., Limited ("CLRE") Sanya Company Annoroad Technology Sino-Ocean CLP&C CGB An associate of the Company An indirect subsidiary of the Company An indirect subsidiary of the Company An indirect subsidiary of the Company An indirect subsidiary of the Company A subsidiary of the Company A subsidiary of the Company A subsidiary of the Company CL AMP Zunxiang Bond Securities Investment Fund COFCO Futures CL AMP Zengjinbao Money Market Fund China Life Wealth Management Co., Limited ("CL Wealth") Jiao Yin Guo Xin - Wen Jian No. 798 Collective Fund Trust Scheme (the second batch) Rui Chong Company was incorporated in 2015. (i) A directly held consolidated structured entity of the Company A directly held consolidated structured entity of the Company A directly held consolidated structured entity of the Company A directly and indirectly held consolidated structured entity of the Company A directly and indirectly held consolidated structured entity of the Company A directly held consolidated structured entity of the Company A directly and indirectly held consolidated structured entity of the Company A pension fund jointly set up by the Company and others Under common control of CLIC Under common control of CLIC An associate of the Company A joint venture of the Company A joint venture of the Company Under common control of CLIC Under common control of CLIC An associate of the Company An associate of the Company An associate of the Company Shang Xin Jing Neng Jin Tai Indemnificatory Housing Collective Fund Trust Scheme Jiao Yin Guo Xin - Wen Jian No. 1119 Collective Fund Trust Scheme CL AMP Xinqianbao Money Market Fund Shang Xin Lv Di Collective Fund Trust Scheme King Phoenix Tree Limited (7) AMC HK China Life Insurance Company Limited Annual Report 2015 Pursuant to a resolution passed at the meeting of the Board of Directors on 23 March 2016, a final dividend of RMB0.42 (inclusive of tax) per ordinary share totalling approximately RMB11,871 million for the year ended 31 December 2015 was proposed for shareholders' approval at the forthcoming Annual General Meeting. The dividend has not been recorded in the consolidated financial statements for the year ended 31 December 2015. 189 A distribution of RMB185 (inclusive of tax) million to the holders of Core Tier 2 Capital Securities was approved by the management according to the authorization by the Board of Directors in 2015. Pursuant to the shareholders' approval at the Annual General Meeting on 28 May 2015, a final dividend of RMB0.40 (inclusive of tax) per ordinary share totalling RMB11,306 million in respect of the year ended 31 December 2014 was declared and paid in 2015. The dividend has been recorded in the consolidated financial statements for the year ended 31 December 2015. DIVIDENDS The Company recognised a gain of RMB180 million in the net fair value through profit or loss in the consolidated comprehensive income representing the fair value change of the rights during the year ended 31 December 2015 (2014: fair value loss of RMB255 million). RMB832 million and RMB13 million were included in salary and staff welfare payable included under other liabilities for the units not exercised and exercised but not paid as at 31 December 2015 (as at 31 December 2014: RMB1,012 million and RMB13 million), respectively. There was no unrecognised compensation cost for the stock appreciation rights as at 31 December 2015 (as at 31 December 2014: Nil). The fair value of the stock appreciation rights is estimated on the date of valuation at each reporting date using lattice-based option valuation models based on expected volatility from 25% to 45%, an expected dividend yield of no higher than 2% and a risk-free interest rate ranging from 0.05% to 0.25%. All the stock appreciation rights awarded were fully vested as at 31 December 2015. As at 31 December 2015, there were 55.01 million units outstanding and exercisable (as at 31 December 2014: 55.01 million). As at 31 December 2015, the amount of intrinsic value for the vested stock appreciation rights was RMB832 million (as at 31 December 2014: RMB1,012 million). Stock appreciation rights have been awarded in units, with each unit representing the value of one H share. No shares of common stock will be issued under the stock appreciation rights plan. According to the Company's plan, all stock appreciation rights will have an exercise period of five years from the date of award and will not be exercisable before the fourth anniversary of the date of award unless specific market or other conditions have been met. On 26 February 2010, the Board of Directors of the Company extended the exercise period of all stock appreciation rights, which is also subject to government policy. 32 The Board of Directors of the Company approved, on 5 January 2006, an award of stock appreciation rights of 4.05 million units and on 21 August 2006, another award of stock appreciation rights of 53.22 million units to eligible employees. The exercise prices of the two awards were HKD5.33 and HKD6.83, respectively, the average closing price of shares in the five trading days prior to 1 July 2005 and 1 January 2006, the dates for vesting and exercise price setting purposes of this award. The exercise prices of stock appreciation rights were the average closing price of the shares in the five trading days prior to the date of the award. Upon the exercise of stock appreciation rights, exercising recipients will receive payments in RMB, subject to any withholding tax, equal to the number of stock appreciation rights exercised times the difference between the exercise price and market price of the H shares at the time of exercise. STOCK APPRECIATION RIGHTS 31 For the year ended 31 December 2015 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 190 Notes to the Consolidated Financial Statements CL AMP For the ended 31 December 2015 ("Rui Chong Company”) (i) Shanghai Rui Chong Investment Co., Limited Golden Phoenix Tree Limited Company Limited ("Suzhou Pension Company") China Life (Suzhou) Pension and Retirement Investment A subsidiary of the Company A subsidiary of the Company Immediate and ultimate holding company Relationship with the Company China Life Pension Company Limited ("Pension Company") AMC CLIC Significant related parties The table below summarises the names of significant related parties and nature of relationship with the Company as at 31 December 2015: Related parties (a) 33 SIGNIFICANT RELATED PARTY TRANSACTIONS year (3) China Life Insurance Company Limited Annual Report 2015 For the year ended 31 December 2015 Payment of an investment management fee to AMC HK Transactions between AMC HK and the Company 19 14 Marketing fee income for promotion of annuity business from Pension Company 12 20 (vii) Agency fee received from Pension Company for entrusted sales of annuity funds (ii.f) 23 Transactions between Pension Company and the Company Rental received from Pension Company 137 158 886 1,020 (ii.e)(viii) Distribution of profits from AMC Payment of an asset management fee to AMC Transactions between AMC and the Company 24 2014 RMB million 14 Transactions between the Group's consolidated trust 195 (ii.e) On 27 December 2012, the Company and AMC entered into a renewable agreement for the management of insurance funds, effective from 1 January 2013 to 31 December 2014. The agreement was subject to an automatic one-year renewal if no objections were raised by both parties upon expiry. The agreement was automatically renewed for 1 year from 1 January 2015. In accordance with the agreement, the Company entrusted AMC to manage and make investments of its insurance funds and paid AMC a fixed service fee and a variable service fee. The fixed annual service fee was calculated and payable on a monthly basis, by multiplying the average net value of the assets under management by the rate of 0.05%; the variable service fee was payable annually, based on the results of performance evaluation, at 20% of the fixed service fee per annum. The service fees were determined by the Company and AMC based on an analysis of the cost of service, market practice and the size and composition of the asset pool to be managed. Asset management fees charged to the Company by AMC are eliminated in the consolidated statement of comprehensive income. (ii.d) On 31 December 2014, the Company and CLI signed a management agreement of alternative investment of insurance funds, which was effective for 1 year from 1 January 2015. In accordance with the agreement, the Company entrusted CLI to engage in specialized investment, operation and management of equities, real estates and related financial products, securitized financial products under the instructions of the annual guidelines. The Company paid CLI an asset management fee and a performance related bonus based on the agreement. For fixed- income projects, the management fee rate is 0.05%-0.6% according to a different range of returns and without performance related bonus; for non-fixed-income projects, the management fee rate is 0.3% and the performance related bonus was linked to the return on comprehensive investment upon expiry of the project. (ii.c) In 2015, CLP&C signed an agreement for the management of insurance funds with AMC, entrusting AMC to manage and make investments of its insurance funds. The agreement was effective from 1 January 2015 to 31 December 2016. In accordance with the agreement, CLP&C paid AMC a fixed service fee and a variable service fee. The fixed service fee was calculated and payable on a monthly basis, by multiplying the average net asset value of each category assets under management at the beginning and the end of any given month by the responding annual investment management fee rate, divided by 12. The variable service fee was linked to investment performance. (ii.b) On 24 January 2014, CL Overseas renewed an investment management agreement with AMC HK, effective from 1 January 2014 to 31 December 2014. On 27 April 2015, agreed by both parties, the agreement was automatically renewed for another year. In accordance with the agreement, CL Overseas entrusted AMC HK to manage and make investments of its insurance funds and paid AMC HK a basic investment management fee and an investment performance fee. The basic investment management fee was accrued by multiplying the weighted average total funds by the basic fee rate. The investment performance fee was calculated based on the difference between total actual annual yield and predetermined net realized yield. The basic investment management fee was calculated and payable on a semi-annual basis. The investment performance fee was payable according to the total actual annual yield at the end of each year. Notes (continued): (e) Transactions with significant related parties (continued) SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) For the year ended 31 December 2015 11 Notes to the Consolidated Financial Statements 33 194 (ii.a) On 31 December 2014, CLIC signed an asset management agreement with AMC, entrusting AMC to manage and make investments of its insurance funds. The agreement is effective from the signing date to 31 December 2015. In accordance with the agreement, CLIC paid AMC a basic service fee at the rate of 0.05% per annum for the management of insurance funds. The service fee was calculated and payable on a monthly basis, by multiplying the average book value of the assets under management (after deducting the funds obtained and interests accrued for from repurchase transactions, debt and equity investment schemes, project asset-backed schemes, the principal and interests of customized non-standard products) at the beginning and the end of any given month by the rate of 0.05%, divided by 12. At the end of each year, CLIC assessed the investment performance of the assets managed by AMC, compared actual results against benchmark returns and made adjustment to the basic service fee. On 29 December 2014, the Company and CLIC signed a renewable insurance agency agreement, effective from 1 January 2015 to 31 December 2017. The agreement was subject to an automatic three-year renewal if no objections were raised by both parties. The Company performs its duties of insurance agents in accordance with the agreement, but does not acquire any rights and profits or assume any obligations, losses and risks as an insurer of the non-transferrable policies. The policy management fee was payable semi-annually, and is equal to the sum of (1) the number of policies in force as at the last day of the period, multiplied by RMB8.00 per policy and (2) 2.50% of the actual premiums and deposits received during the period, in respect of such policies. The policy management fee income is included in other income in the consolidated statement of comprehensive income. (i) Notes: 187 Distribution from the Group's consolidated trust schemes to the Company schemes and the Company China Life Insurance Company Limited Annual Report 2015 For the year ended 31 December 2015 RMB million Notes (e) Commission expenses charged by CGB 838 524 Interest on deposits received from CGB Transactions between CGB and the Group 29 89 79 2221 (v) 29 14 17 86 35 41 4 428222532 (vi) Payment of a business management service fee to CL Ecommerce 97 15 8 Transactions between Sino-Ocean and the Group 33 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) Transactions with significant related parties (continued) ended 31 December 2015 year For the Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 286 303 34 59 25 34 559 131 422 268 193 corporate Transactions between EAP and the Group Contribution to EAP Cash dividend from Sino-Ocean (Note 8) Interest payment of subordinated debts and bonds received from Sino-Ocean Project management fee paid to Sino-Ocean Scrip dividend from Sino-Ocean China Life Insurance Company Limited Annual Report 2015 Notes to the Consolidated Financial Statements For the year 114 203 15 21 (1) (1) 541 526 As at 31 December 2014 RMB million (2) As at 31 December 2015 RMB million Amount due to AMC HK Amount due to AMC Amount due to Pension Company Amount due from Pension Company The resulting balance due from and to subsidiaries of the Company Amount due to CL Ecommerce Amount due from CL Ecommerce Subordinated debts and corporate bonds of Sino-Ocean Amount due to CGB 198 (6) 16 12 (225) (325) (5) (6) 48 50 (40) 4 260 872 (1) (13) 296 194 16,287 9,660 (1) 2 2 (49) (71) Amount due from CGB Property leasing income received from CLI Amount deposited with CGB Amount due from CLRE Transactions with significant related parties (continued) Notes (continued): (e) 33 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) For the year ended 31 December 2015 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 196 On 31 December 2014, the Company signed a property leasing agreement with CLI, effective till 31 December 2017, pursuant to which CLI leased to the Company certain owned buildings. Annual rental payable by the Company to CLI in relation to the CLI properties is determined either by reference to the market rent, or, the costs incurred by CLI in holding and maintaining the properties, plus a margin of approximately 5%. The rental was paid on a semi-annual basis, and each payment was equal to one half of the total annual rental. On 8 March 2015, the Company and CLP&C signed a new 2-year framework insurance agency agreement, whereby the Company entrusted CLP&C to act as an agent to sell designated life insurance products in certain authorised jurisdictions. The brokerage fee was determined based on market practice. The agreement was subject to an automatic one-year renewal if no objections were raised by both parties upon expiry. (v) On 8 April 2012, the Company and CLP&C signed a 2-year framework insurance agency agreement, whereby the Company entrusted CLP&C to act as an agent to sell designated life insurance products in certain authorised jurisdictions. The brokerage fee was determined based on cost (tax included) plus a margin. The agreement was subject to an automatic one-year renewal if no objections were raised by both parties upon expiry. This agreement expired on 7 April 2015. On 8 March 2012, the Company and CLP&C renewed a 2-year framework insurance agency agreement, whereby CLP&C entrusted the Company to act as an agent to sell designated P&C insurance products in certain authorized jurisdictions. The agency fee was determined based on cost (tax included) plus a margin. The agreement was subject to an automatic one-year renewal if no objections were raised by both parties upon expiry. This agreement expired on 7 March 2015. (iv) (iii) (ii.f) On 19 September 2013, the Company and AMC HK renewed the offshore investment management service agreement, effective for two years starting from the signing date. The agreement was subject to an automatic one- year renewal if no objections were raised by both parties upon expiry. On 19 September 2015, the agreement was automatically renewed for another one year. In accordance with the agreement, the Company entrusted AMC HK to manage and make investment of its insurance funds and paid AMC HK an asset management fee. The asset management fee was calculated at a fixed rate of 0.40% of portfolio asset value and a performance bonus capped at 0.15% of portfolio asset value for assets managed on a discretionary basis. Management fees on assets managed on a non-discretionary basis are calculated at 0.05% of portfolio asset value. The above management fee was calculated based on the net value of the entrusted asset from the monthly reports provided by the trustee, without deducting the monthly management fee payable. The fixed management fee was calculated monthly and payable quarterly. A performance bonus was calculated and payable on an annual basis. Asset management fees charged to the Company by AMC HK are eliminated in the consolidated statement of comprehensive income. Notes (continued): Transactions with significant related parties (continued) (e) 33 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) ended 31 December 2015 On 8 March 2015, the Company and CLP&C signed a new 2-year framework insurance agency agreement, whereby CLP&C entrusted the Company to act as an agent to sell designated P&C insurance products in certain authorized jurisdictions. The agency fee was determined based on cost (tax included) plus a margin. The agreement was subject to an automatic one-year renewal if no objections were raised by both parties upon expiry. (vi) On 19 April 2012, the Company and CGB renewed an insurance agency agreement to distribute insurance products. All individual insurance products suitable for distribution through bancassurance channels are included in the agreement. CGB provides agency services, including the selling of insurance products, and collecting premiums and paying benefits. The Company paid the agency commission by multiplying the net amount of total premiums received from sale of each category individual insurance product after deducting the withdrawn policies premiums in the hesitation period, by the responding fixed commission rate. The commission rates for various insurance products sold by CGB are agreed based on arm's length transactions. The commissions are payable on a monthly basis. The agreement is effective for three years and subject to an automatic one-year renewal with no limitation of times if no objections were raised by either party upon expiry. On 19 April 2015, the agreement was automatically renewed for another one year. On 18 March 2015, the Company and CL Ecommerce signed a one year agreement for managing the regional telemarketing centre, effective on the signing date. Pursuant to the agreement, the Company entrusted CL Ecommerce to manage the operation of its telemarketing centre, and paid the management fee accordingly. The total amount of the management fee is not expected to exceed RMB100 million, but is still pending for negotiation between the two parties based on the actual circumstance. Amount due to CLI Amount due from CLI Amount due to CLP&C Amount due from CLP&C Amount due from CL Overseas Amount due to CLIC Amount due from CLIC The resulting balance due from and to significant related parties of the Group The following table summarises the balances due from and to significant related parties. The balances are non-interest bearing, unsecured and have no fixed repayment dates except for the deposits with CGB and the subordinated debts and corporate bonds issued by Sino-Ocean. (f) 33 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) Amounts due from/to significant related parties ended 31 December 2015 year For the Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 197 The transaction constitutes a one-off connected transaction which is subject to reporting and announcement requirements but is exempt from independent shareholders' approval requirements under Chapter 14A of the Listing Rules. The Company has complied with the disclosure requirements in accordance with Chapter 14A of the Listing Rules. (ix) (viii) These transactions constitute continuing connected transactions which are subject to reporting and announcement requirements but are exempt from independent shareholders' approval requirements under Chapter 14A of the Listing Rules. The Company has complied with the disclosure requirements in accordance with Chapter 14A of the Listing Rules. (vii) On 27 November 2014, the Company and Pension Company signed an agency agreement for the distribution and customer service of enterprise annuity funds, pension management business and occupational pension management business. The agreement was effective from 28 November 2014 and expiry after 1 year, and was subject to an automatic one-year renewal if no objections were raised by either party upon expiry. On 28 November 2015, the agreement was automatically renewed for another one year. The commissions for the entrusting service of enterprise annuity fund management, which is the core business of Pension Company, are calculated at 30% to 80% of the annual entrusting management fee revenues, depending on the duration of the agreement. The commissions for account management service are calculated at 60% of the first year's account management fee and were only charged for the first year, regardless of the duration of the agreement. The commissions for investment management service, in accordance with the duration of the agreement, are calculated at 60% to 3% of the annual investment management fee (excluding risk reserves for investment), and decreased annually. The calculation base, method and charge rate for the agency fee of occupation annuity should refer to that of enterprise annuity funds. The charge rate for the agency fee of group pension plan is in line with that of the investment management fee of enterprise annuity funds. The agency fee of personal pension plan is 30% of the daily management fee of the personal pension plan annually. Amount due to CLRE Notes to the Consolidated Financial Statements 167 Payment of an asset management fee to CLI CLIC 68.37% RMB19,324 68.37% As at 31 December 2015 Amount Percentage million of holding Decrease million Increase million As at 31 December 2014 Percentage of holding million RMB19,324 Amount year (d) Percentages of holding of related parties with control relationship and changes during the (ii) AMC HK and Golden Phoenix Tree Limited were registered in Hong Kong, and King Phoenix Tree Limited was registered in the Jersey Island, so the legal definition of registered capital is not applicable for them. (c) Registered capital of related parties with control relationship and changes during the year (continued) 33 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) ended 31 December 2015 year For the Notes to the Consolidated Financial Statements Shareholder China Life Insurance Company Limited Annual Report 2015 Subsidiaries Amount million and indirectly directly directly 74.27% RMB2,746 74.27% RMB2,746 Pension Company directly As at 31 December 2014 directly RMB1,680 60.00% RMB1,680 AMC As at 31 December 2015 Percentage of holding Amount million Decrease million Increase million Percentage of holding 60.00% 191 In December 2015, the Company completed a RMB500 million capital contribution to Suzhou Pension Company. After the contribution, the paid-in capital of Suzhou Pension Company increased from RMB300 million to RMB800 million. As at 31 December 2015, since the business registration modification procedure for Suzhou Pension Company was still in progress, the registered capital remained RMB300 million. (i) As at 31 December 2014 RMB million Name of related party year (c) Registered capital of related parties with control relationship and changes during the Yang Mingsheng State-owned Refer to Note 39(c) for the basic and related information of subsidiaries. company Immediate and ultimate holding Increase RMB million representative Nature of ownership Relationship with the company Beijing, Insurance services including receipt China of premiums and payment of benefits in respect of the in-force life, health, accident and other types of personal insurance business, and the reinsurance business; holding or investing in domestic and overseas insurance companies or other financial insurance institutions; fund management business permitted by national laws and regulations or approved by the State Council of the People's Republic of China; and other businesses approved by insurance regulatory agencies. registration Principal business Location of CLIC Name (b) Related parties with control relationship Information of the parent company is as follows: 33 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) Legal Decrease RMB million As at 31 December 2015 RMB million CLIC 6,800 200 588 300 3,400 4,000 4,600 6,800 Rui Chong Company 200 CL Wealth 588 CL AMP 300 Suzhou Pension Company (i) 900 2,500 Pension Company 4,000 AMC 4,600 and indirectly AMC HK HKD30 50.00% indirectly (ii.b) fee received from CL Overseas Asset management 91 106 Distribution of profits from AMC to CLIC 5,797 7,729 Payment of dividends from the Company to CLIC 39 128 (ii.a) Asset management fee received from CLIC 987 950 (i)(viii) Policy management fee received from CLIC Transactions with CLIC and its subsidiaries RMB million 2014 133 30 Asset management fee received from CLP&C (ii.c) (ix) Payment to CLI for purchase of fixed assets Asset management fee received from CLI (iv) Property leasing expenses charged by CLI Payment of rental, project fee and others expenses to CLRE Rental and a service fee received from CLP&C (iii) Payment of an agency fee to CLP&C 1,013 1,464 (iii)(viii) Agency fee received from CLP&C 18 17 Claim and other payments received from CLP&C 50 51 Payment of insurance premium to CLP&C 11 26 For the year ended 31 December 2015 RMB million (ii.d)(viii) Notes Transactions with significant related parties 100.00% RMB200 CL Wealth indirectly indirectly RMB500 85.03% RMB500 CL AMP RMB200 directly 100.00% RMB800 RMB500 100.00% RMB300 Suzhou Pension Company indirectly 50.00% -- HKD30 directly 100.00% indirectly indirectly (e) 33 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) For the year ended 31 December 2015 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 192 directly 100.00% RMB6,199 RMB6,199 Rui Chong Company indirectly indirectly 100.00% 100.00% King Phoenix Tree Limited directly directly 100.00% 100.00% Golden Phoenix Tree Limited The following table summarises significant transactions carried out by the Group with its significant related parties: 85.03% 2 Notes to the Consolidated Financial Statements Leasehold vehicles construction improvements Total RMB million As at 1 January 2015 22,114 6,527 1,373 6,332 1,222 37,568 Transfers upon completion 1,486 6 (1,680) 166 Motor Assets under (22) furniture and fixtures Office equipment Total equity 304,103 268,536 Total liabilities and equity 2,418,226 2,211,673 205 China Life Insurance Company Limited Annual Report 2015 Notes to the Consolidated Financial Statements For the year ended 31 December 2015 39 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (a) Property, plant and equipment Cost Buildings 95,265 Additions 341 (4,382) (982) (919) (12,752) Charge for the year (813) (639) (134) (115) (1,701) Disposals 33 369 126 108 636 As at 31 December 2015 (6,469) 51 As at 1 January 2015 40,262 128 2,955 8 3,483 Disposals (64) (393) (133) (63) (114) (767) As at 31 December 2015 23,587 6,481 1,368 7,544 1,282 Accumulated depreciation 106,375 Retained earnings 145,006 Statement of financial position (continued) As at 31 December 2015 LIABILITIES AND EQUITY Liabilities Insurance contracts As at 31 December 2015 Notes RMB million As at 31 December 2014 RMB million 14 1,715,985 1,603,446 Investment contracts 15 84,106 72,275 Policyholder dividends payable 39 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) 107,774 For the year ended 31 December 2015 China Life Insurance Company Limited Annual Report 2015 11,913 11,166 Reinsurance assets Other assets Cash and cash equivalents 12 1,420 1,032 39(m) 16,294 17,969 74,750 42,984 Total assets 204 2,418,226 2,211,673 Notes to the Consolidated Financial Statements 74,745 Bonds payable 17 Statutory insurance fund 20 217 223 Total liabilities Equity 2,114,123 1,943,137 Share capital 34 Other equity instruments 39(q) 28,265 7,791 28,265 Reserves 39(r) 161,672 5,256 Current income tax liabilities 19,023 16,883 67,994 67,989 Securities sold under agreements to repurchase 39(n) 30,368 44,538 Annuity and other insurance balances payable 30,092 (7,249) 25,617 32,266 15,850 Other liabilities 39(0) 23,182 19,431 Deferred tax liabilities 39(p) Premiums received in advance 11 (4,652) (926) 6,125 559 2,331 13,497 As at 1 January 2014 Net book value (24) ----(25) (24) As at 31 December 2014 1 Disposals year Charge for the (25) As at 1 January 2014 Impairment 306 (12,752) 22,818 15,621 Additions As at 1 January 2015 Cost (b) Investment properties STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) 39 ended 31 December 2015 year For the Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 207 24,792 303 6,332 391 2,145 As at 31 December 2014 Transfer from property, plant and equipment (919) (4,382) 37,568 1,222 6,332 1,373 6,527 22,114 As at 31 December 2014 (1,113) (32) (212) (58) (683) (128) Disposals 4,138 12 3,613 Accumulated depreciation (982) As at 1 January 2014 (4,275) (6,469) As at 31 December 2014 790 25 54 654 57 Disposals (1,797) (108) (166) (761) (762) Charge for the year (11,745) (836) (870) (5,764) As at 31 December 2015 Buildings RMB million 1,513 16,314 1,829 378 7,544 356 26,421 206 China Life Insurance Company Limited Annual Report 2015 Notes to the Consolidated Financial Statements For the year ended 31 December 2015 39 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (a) Property, plant and equipment (continued) Cost Office Buildings equipment furniture and fixtures As at 31 December 2015 Motor 24,792 6,332 (13,817) Impairment As at 1 January 2015 Charge for the year Disposals (24) 49 As at 31 December 2015 (24) Net book value As at 1 January 2015 ----(24) (24) 15,621 2,145 391 303 vehicles Assets under construction improvements Leasehold 1,296 1,345 As at 1 January 2015 Fair value As at 31 December 2015 As at 1 January 2015 Net book value (217) As at 31 December 2015 Transfer from property, plant and equipment (49) year Charge for the (168) As at 1 January 2015 Accumulated depreciation 1,513 2,231 As at 31 December 2015 2,415 208 Total RMB million As at 1 January 2014 19,286 6,606 1,429 6,125 1,142 (990) 34,588 2,781 268 (3,194) 100 (45) Additions 175 China Life Insurance Company Limited Annual Report 2015 Transfers upon completion Premiums receivable For the year ended 31 December 2015 49,385 Statutory Discretionary translating Share premium Other reserves for-sale securities the equity method reserve fund reserve General foreign fund reserve operations Total RMB million RMB million RMB million RMB million RMB million RMB million RMB million RMB million RMB million (a) (b) For the year ended 31 December 2015 (c) 33 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) Key management personnel compensation 28,264,705,000 RMB million As at 31 December 2014 No. of shares RMB million As at 31 December 2015 No. of shares Registered, authorised, issued and fully paid Ordinary shares of RMB1 each 34 SHARE CAPITAL As at 31 December 2015, most of the bank deposits of the Group were with state-owned banks; the issuers of corporate bonds and subordinated bonds held by the Group were mainly state-owned enterprises. For the year ended 31 December 2015, a large portion of its group insurance business of the Group were with state-owned enterprises; the majority of bancassurance commission charges were paid to state-owned banks and postal office; and almost all of the reinsurance agreements of the Group were entered into with a state- owned reinsurance company. Under IAS 24 Related Party Disclosures ("IAS 24”), business transactions between state-owned enterprises controlled by the PRC government are within the scope of related party transactions. CLIC, the ultimate holding company of the Group, is a state-owned enterprise. The Group's key business is insurance and investment related and therefore the business transactions with other state-owned enterprises are primarily related to insurance and investment activities. The related party transactions with other state-owned enterprises were conducted in the ordinary course of business. Due to the complex ownership structure, the PRC government may hold indirect interests in many companies. Some of these interests may, in themselves or when combined with other indirect interests, be controlling interests which may not be known to the Group. Nevertheless, the Group believes that the following captures the material related parties and has applied IAS 24 exemption and disclosed only qualitative information. (h) Transactions with state-owned enterprises The total compensation package for the Company's key management personnel for the year ended 31 December 2015 has not yet been finalised in accordance with regulations of the relevant PRC authorities. The final compensation will be disclosed in a separate announcement when determined. The compensation of 2014 has been approved by the relevant authorities. The total compensation of 2014 was RMB25 million, including a deferred payment I about RMB5 million. 25 14 RMB million 2014 For the year ended 31 December 2015 RMB million Salaries and other benefits (g) 28,265 As at 1 January 2014 (15,835) (184) 24,801 21,627 21,747 (3) 145,919 As at 1 January 2015 53,860 416 817 23,254 (184) 24,801 21,627 21,747 145,919 Other comprehensive income for the year 23,254 53,860 817 As at 31 December 2014 (327) 21,641 19,157 18,545 97,029 Other comprehensive income for the year 39,089 143 39,232 Appropriation to reserves 3,160 2,470 3,202 8,832 Others 826 826 53,860 28,264,705,000 28,265 199 Equity attributable to ordinary equity holders of non-controlling interests Equity attributable to non-controlling interests Equity attributable to ordinary equity holders of the Company Equity attributable to other equity instruments holders of the Company Equity attributable to equity holders of the Company (b) Equity attributable to equity holders OTHER EQUITY INSTRUMENTS (continued) 35 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 200 The Company issued Core Tier 2 Capital Securities at par with the nominal value of USD1,280 million on 3 July 2015, and obtained an approval to list such securities on the Stock Exchange of Hong Kong Limited, effective on 6 July 2015. After a deduction of the issue expense, the total amount of the proceeds raised from this issuance was USD1,274 million or RMB7,791 million. The issued capital securities have a term of 60 years, extendable upon expiry. The initial distribution rate for the first five interest-bearing years is 4.00%, and the Company may redeem the securities at its option at the end of the fifth year after issuance. If the Company does not exercise this option, the rate of distribution will be reset based on comparable US treasury yield plus a margin of 2.294% at the end of the fifth and every year five years thereafter. 7,791 1,280 7,791 1,280 Total 7,791 For the year ended 31 December 2015 1,280 As at 31 As at 31 December 2014 RMB million under 43,981 available- Exchange differences on of investees Share of other Unrealised comprehensive gains/ income (losses) from 36 RESERVES Refer to Note 32 for the information of distribution to other equity instruments holders of the Company for the year ended 31 December 2015. As at 31 December 2015, there were no accumulated distributions unpaid attributable to other equity instruments holders of the Company. 3,210 3,722 3,210 3,722 7,791 284,121 314,701 284,121 322,492 December 2015 RMB million 7,791 1,280 Core Tier 2 Capital Securities No. of shares As at 31 December 2015 (ii) All shares owned by CLIC are domestic listed shares. (i) Overseas listed (ii) Total Including: Domestic listed Owned by other equity holders Owned by CLIC (i) As at 31 December 2015, the Company's share capital was as follows: 34 SHARE CAPITAL (continued) ended 31 December 2015 year For the Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 RMB million 19,323,530,000 19,324 8,941,175,000 RMB million RMB million Quantity million RMB million Quantity million RMB million Quantity million Quantity million As at 31 December 2015 Decrease Increase 6,709 As at 31 December 2014 Overseas listed shares are traded on the Stock Exchange of Hong Kong and the New York Stock Exchange. 28,265 28,264,705,000 7,441 7,441,175,000 1,500 1,500,000,000 8,941 (a) Basic information 364 35 OTHER EQUITY INSTRUMENTS 7,076 For the year ended 31 December 2015 39 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS Statement of financial position As at 31 December 2015 ASSETS As at 31 December 2015 Notes RMB million As at 31 December 2014 RMB million Property, plant and equipment 39(a) 26,421 24,792 Investment properties Notes to the Consolidated Financial Statements 39(b) China Life Insurance Company Limited Annual Report 2015 524 as lessor The future minimum rentals receivable under non-cancellable operating leases are as follows: Not later than one year Later than one year but not later than five years Later than five years Total 203 As at 31 December 2015 RMB million As at 31 December 2014 RMB million 258 207 253 361 13 17 585 - 1,296 Investments in subsidiaries 5,653 5,653 Available-for-sale securities 39(i) 766,799 605,245 Securities at fair value through profit or loss 39(j) 135,733 38,822 Securities purchased under agreements to resell 39(k) 21,461 11,841 Accrued investment income 3 39(1) 39(h) 1,345 - 685,471 39(c) 11,843 11,705 Investments in associates and joint ventures 39(d) 27,810 27,044 Held-to-maturity securities 39(e) 503,489 516,710 39(f) 203,152 165,913 Term deposits 39(g) 560,807 Statutory deposits – restricted (c) Operating lease commitments Loans 1,312 ended 31 December 2015 36 RESERVES (continued) (a) (b) (c) Pursuant to the relevant PRC laws, the Company appropriated 10% of its net profit under Chinese Accounting Standards ("CAS”) to statutory reserve which amounted to RMB3,438 million for the year ended 31 December 2015 (2014: RMB3,160 million). Approved at the Annual General Meeting in May 2015, the Company appropriated RMB3,160 million to the discretionary reserve fund for the year ended 31 December 2014 based on net profit under CAS (2014: RMB2,470 million). Pursuant to "Financial Standards of Financial Enterprises-Implementation Guide" issued by the Ministry of Finance of the PRC on 30 March 2007, for the year ended 31 December 2015, the Company appropriated 10% of net profit under CAS which amounted to RMB3,438 million to the general reserve for future uncertain catastrophes, which cannot be used for dividend distribution or conversion to share capital increment (2014: RMB3,160 million). In addition, pursuant to the CAS, the Group appropriated RMB54 million to the general reserve of its subsidiaries attributable to the Company in the consolidated financial statements (2014: RMB42 million). Under related PRC law, dividends may be paid only out of distributable profits. Any distributable profits that are not distributed in a given year are retained and available for distribution in subsequent years. 37 PROVISIONS AND CONTINGENCIES The following is a summary of the significant contingent liabilities: Pending lawsuits As at 31 December 2015 RMB million As at 31 December 2014 RMB million 440 389 year For the Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 Appropriation to reserves 3,438 The operating lease payments charged to profit before income tax for the year ended 31 December 2015 were RMB857 million (2014: RMB774 million). 3,160 3,492 10,090 Others 296 The Group involves in certain lawsuits arising from the ordinary course of businesses. In order to accurately disclose the contingent liabilities for pending lawsuits, the Group analysed all pending lawsuits case by case at the end of each reporting period. A provision will only be recognised if management determines, based on third-party legal advice, that the Group has present obligations and the settlement of which is expected to result in an outflow of the Group's resources embodying economic benefits, and the amount of such obligations could be reasonably estimated. Otherwise, the Group will disclose the pending lawsuits as contingent liabilities. As at 31 December 2015 and 2014, the Group had other contingent liabilities but disclosure of such was not practical because the amounts of liabilities could not be reliably estimated and were not material in aggregate. 296 53,860 1,113 29,963 180 28,239 25,239 163,381 201 As at 31 December 2015 202 24,787 China Life Insurance Company Limited Annual Report 2015 The future minimum lease payments under non-cancellable operating leases are as follows: As at 31 December 2015 As at 31 December 2014 Not later than one year Later than one year but not later than five years Later than five years Total (b) Operating lease commitments - as lessee RMB million 534 549 721 1,275 38 753 20 10 ཚཊྚ॰ 33,903 RMB million 9,887 87 (a) Capital commitments 336 36,307 The Group had the following capital commitments relating to property development projects and investments: Investments Property, plant and equipment Others Notes to the Consolidated Financial Statements Contracted, but not provided for COMMITMENTS As at 31 December 2015 As at 31 December 2014 23,929 RMB million 30,453 5,820 34 Total RMB million China Life Insurance Company Limited Annual Report 2015 27,044 27,810 RMB million 2015 27,044 766 RMB million Notes to the Consolidated Financial Statements 2014 268 23,976 2,800 Debt securities year ended 31 December 2015 39 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (e) Held-to-maturity securities Government bonds Government agency bonds Corporate bonds Subordinated bonds/debts Listed in mainland, PRC Unlisted 211 Debt securities Total For the As at 31 December Investment management Investments in associates and joint ventures RMB262 million Investment management Total CL AMP Xinqianbao Money Market Fund Shang Xin Lv Di Collective Fund Trust Scheme Jiao Yin Guo Xin-Wen Jian 99.98% directly and indirectly RMB257 million Investment management 49.00% directly and indirectly RMB4,000 million Investment management 100.00% directly RMB2,000 million Scrip dividend No. 798 Collective Fund Jiao Yin Guo Xin-Wen Jian 98.00% directly RMB500 million Investment management No. 1119 Collective Fund Trust Scheme Shang Xin Jing Neng Jin Tai 66.67% directly RMB1,500 million Investment management Indemnificatory Housing Collective Fund Trust Scheme (d) Investments in associates and joint ventures As at 1 January Trust Scheme (the second batch) As at 31 December 2015 503,489 As at 31 December 2014 RMB million 167,290 149,837 After ten years 248,127 284,580 Total 212 516,710 China Life Insurance Company Limited Annual Report 2015 Notes to the Consolidated Financial Statements For the year ended 31 December 2015 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) 39 (f) Loans Policy loans Other loans Total As at 31 December 2015 RMB million As at 31 December 2014 RMB million 84,959 73,654 118,193 57.67% directly 92,259 After five years but within ten years RMB million 70,477 years 79,438 88,843 126,097 126,140 145,824 152,130 155,700 503,489 516,710 61,916 68,199 441,573 448,511 503,489 516,710 The estimated fair value of all held-to-maturity securities was RMB550,199 million as at 31 December 2015 (as at 31 December 2014: RMB525,949 million). Unlisted debt securities include those traded on the Chinese interbank market. Debt securities - Contractual maturity schedule Maturing: As at 31 December 2015 RMB million As at 31 December 2014 RMB million Within one year 2,000 11,816 After one year but within five 86,072 CL AMP Zengjinbao Money Market Fund The fair value of investment properties of the Company as at 31 December 2015 amounted to RMB2,415 million (as at 31 December 2014: RMB2,231 million), which was estimated by the Company having regards to valuations performed by an independent appraiser. The investment properties were classified as Level 3 in the fair value hierarchy. Investment management 1,394 1,345 2,195 2,231 209 China Life Insurance Company Limited Annual Report 2015 Notes to the Consolidated Financial Statements For the year ended 31 December 2015 39 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (c) Investments in subsidiaries Unlisted investments at cost As at As at 31 December 2015 31 December 2014 RMB million RMB million 11,843 11,705 (i) The table below presents the basic information of the Company's subsidiaries as at 31 December 2015: Place of incorporation As at 31 December 2014 Name As at 1 January 2014 As at 31 December 2014 203,152 China Life Insurance Company Limited Annual Report 2015 Notes to the Consolidated Financial Statements For the year ended 31 December 2015 39 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (b) Investment properties (continued) Cost As at 1 January 2014 Additions Transfer from property, plant and equipment As at 31 December 2014 Buildings RMB million 1,513 Accumulated depreciation As at 1 January 2014 (119) Charge for the year (49) Transfer from property, plant and equipment As at 31 December 2014 (168) Net book value As at 1 January 2014 Fair value and operation Percentage of equity interest held Registered capital Financial service Investment King Phoenix Tree Limited Rui Chong Company Jersey Island PRC 100.00% indirectly 100.00% directly Not Applicable Investment RMB6,800 million Investment Non-controlling interests in subsidiaries are not significant to the Company. 210 China Life Insurance Company Limited Annual Report 2015 Notes to the Consolidated Financial Statements For the year ended 31 December 2015 39 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (c) Investments in subsidiaries (continued) (ii) The table below presents the basic information of the Company's consolidated structured entities as at 31 December 2015: Name Percentage of shares held Funds/trust received Principal activities CL AMP Zunxiang Bond Securities 30.68% directly and indirectly RMB867 million Asset management Investment in retirement properties Fund management Not Applicable 100.00% directly Hong Kong, PRC Principal activities AMC PRC 60.00% directly Pension Company PRC 74.27% directly RMB4,000 million RMB3,400 million Asset management Pension and annuity and indirectly AMC HK Hong Kong, PRC Investment Fund 50.00% indirectly PRC 100.00% directly Not applicable RMB300 million CL AMP PRC 85.03% indirectly RMB588 million CL Wealth PRC 100.00% indirectly RMB200 million Golden Phoenix Tree Limited Suzhou Pension Company 165,913 1,513 December 2015 RMB million 22,058 42,745 Total Subtotal 352 4,149 6,099 Unlisted Listed overseas 70 Listed in Hong Kong 21,706 32,427 Listed in mainland, PRC Equity securities 16,764 92,988 135,733 Subtotal As at 31 Unlisted debt securities include those traded on the Chinese interbank market and those not publicly traded. Unlisted equity securities include those not traded on stock exchanges, which are mainly open-ended funds with public market price quotation. 11,841 21,461 As at 31 December 2014 RMB million RMB million As at 31 December 2015 Total Others Bank deposits Debt securities (1) Accrued investment income Total Within 30 days Maturing: 39 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (k) Securities purchased under agreements to sell For the year ended 31 December 2015 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 216 38,822 11,666 84,738 Unlisted 14,782 86,816 254 1,728 5,218 553 RMB million RMB million As at 31 December 2014 As at 31 December 2015 Subtotal Others Corporate bonds bonds Government agency Government bonds Debt securities Securities at fair value through profit or loss 401 92,988 16,764 Equity securities 56 Listed overseas 5,098 8,194 Listed in mainland, PRC Debt securities 38,822 135,733 21,461 22,058 Total Subtotal 21,559 36,887 Common stocks 499 5,858 Funds 42,745 11,841 As at 31 December 2015 RMB million 5,900 11,906 10,394 Total Stock exchange market Interbank market (n) Securities sold under agreements to repurchase Total Current Non-current 17,969 16,294 Total 3,240 2,147 Others 625 756 6,063 16,294 17,969 As at 31 December 2015 RMB million 44,538 30,368 218 Total After 90 days 3,000 Within 30 days 41,538 Due from related parties 30,368 44,538 30,368 4,039 2,902 40,499 27,466 RMB million As at 31 December 2014 Maturing: (j) 2,449 Tax refundable 217 Total 12,377 18,256 Non-current 31,604 31,129 Current 43,981 49,385 1,596 2,131 15,450 15,642 26,935 31,612 As at 31 December 2014 RMB million 49,385 43,981 China Life Insurance Company Limited Annual Report 2015 Notes to the Consolidated Financial Statements 2,281 2,520 Automated policy loans 3,431 4,126 5,943 5,809 Investments receivable 936 Land use rights RMB million As at 31 December 2015 (m) Other assets STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) 39 ended 31 December 2015 year For the As at 31 December 2014 RMB million 39 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) 146,027 year RMB million As at 31 December 2014 RMB million 300 5,353 5,653 5,653 5,653 Insurance companies in China are required to deposit an amount that equals to 20% of their registered capital with banks in conformity with regulations of the CIRC. These funds may not be used for any purpose, other than to pay off debts during liquidation proceedings. Available-for-sale securities As at 31 December 2015 As at 31 December 2014 RMB million Available-for-sale securities, at fair value Debt securities Government bonds Government agency bonds Corporate bonds Subordinated bonds/debts Others (i) As at 31 December 2015 RMB million Total Within one year 179,965 195,529 380,842 463,442 26,500 Total 560,807 685,471 213 China Life Insurance Company Limited Annual Report 2015 Notes to the Consolidated Financial Statements For the year ended 31 December 2015 39 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (h) Statutory deposits – restricted (i) Contractual maturity schedule: After one year but within five years 25,258 25,913 145,399 21,038 Others (i) 17,607 Subtotal 346,230 195,951 Available-for-sale securities, at cost Equity securities Others (i) Total 214 20,759 15,259 766,799 605,245 China Life Insurance Company Limited Annual Report 2015 ended 31 December 2015 Notes to the Consolidated Financial Statements 50,053 Wealth management products 3,000 18,712 138,487 205,149 205,620 19,298 22,798 4,706 1,217 Subtotal After five years but within ten years 399,810 Equity securities Funds 162,563 82,714 Common stocks 74,592 71,592 Preferred stocks 394,035 years 40,310 Within one year Maturing: Debt securities - Contractual maturity schedule Unlisted debt securities include those traded on the Chinese interbank market and those not publicly traded. Unlisted equity securities include those not traded on stock exchanges, which are mainly open- ended funds with public market price quotation. 605,245 766,799 211,210 366,989 Total Subtotal 131,359 273,023 Unlisted 172 Listed in Singapore 8,303 8,391 Listed in Hong Kong, PRC As at 31 December 2015 RMB million As at 31 December 2014 RMB million Within one year 32,062 For the After one year but within five China Life Insurance Company Limited Annual Report 2015 394,035 399,810 215 Total 120,485 71,548 120,003 119,987 112,012 After five years but within ten years 139,624 135,733 years After one year but within five 13,939 After ten years 85,403 Notes to the Consolidated Financial Statements Equity securities 80,137 After one year but within five years 80,311 53,665 After five years but within ten years 24,039 32,111 After ten years 8,700 Total (g) Term deposits 165,913 As at 31 December 2015 RMB million Listed in mainland, PRC Maturing: As at 31 December 2014 RMB million 90,102 Within one year 203,152 As at 31 December 2014 RMB million 399,810 Maturing: 394,035 357,995 41,549 266 As at 31 December 2014 RMB million RMB million As at 31 December 2015 Subtotal 45,707 260 Listed in Singapore For the year ended 31 December 2015 39 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) Available-for-sale securities (continued) Unlisted (i) 348,068 Debt securities (i) Other available-for-sale securities mainly include unlisted equity investments and private equity funds, etc. The Company did not guarantee or provide any financing support for other available-for- sale securities, and considers that the carrying value of other available-for-sale securities represents its maximum risk exposure. Listed in mainland, PRC 97,205 Appropriation to reserves 19,157 21,593 (15,834) RMB million 53,860 As at 1 January 2014 Other comprehensive income for the year RMB million RMB million RMB million RMB million 39,011 Total RMB million 53,860 3,160 23,177 reserve 53,860 As at 1 January 2015 145,006 21,589 39,011 21,627 23,177 As at 31 December 2014 18,429 8,790 3,160 2,470 24,753 reserve fund 268,536 Discretionary (25,157) Net deferred tax liabilities (16,883) (19,023) (q) Other equity instruments As at 31 December 2015 As at 31 December 2014 RMB million RMB million Equity attributable to equity holders of the Company Equity attributable to ordinary equity holders of the Company Equity attributable to other equity instruments holders of the Company 304,103 296,312 7,791 24,753 268,536 Statutory reserve fund securities Share premium available-for-sale Unrealised gains/(losses) from (s) General 39 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (r) Reserves year For the Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 221 Refer to Note 32 for the information of distribution to other equity instruments holders of the Company for the year ended 31 December 2015. As at 31 December 2015, there were no accumulated distributions unpaid attributable to other equity instruments holders of the Company. ended 31 December 2015 21,627 Pending lawsuits 145,006 Others Total Operating lease commitments - as lessee As at 31 December 2015 RMB million As at 31 December 2014 RMB million 31,314 4,851 34 23,929 9,887 87 36,199 33,903 The future minimum lease payments under non-cancellable operating leases are as follows: Not later than one year Later than one year but not later than five years Later than five years Total As at 31 December 2015 (28,683) The future minimum rentals receivable under non-cancellable operating leases are as follows: (iii) Operating lease commitments - as lessor 1,194 1,159 10 Property, plant and equipment 20 644 494 495 RMB million RMB million As at 31 December 2014 690 Investments Contracted, but not provided for (ii) 25,027 24,787 28,191 29,807 53,860 As at 31 December 2015 161,672 10,036 3,160 3,438 6,630 6,630 income for the year Appropriation to reserves Other comprehensive 3,438 21,589 Provisions and contingencies 222 Capital commitments of the Company relating to property development projects and investments: (i) Capital commitments (t) Commitments STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) For the year ended 31 December 2015 Notes to the Consolidated Financial Statements The following is a summary of the significant contingent liabilities: China Life Insurance Company Limited Annual Report 2015 389 440 RMB million As at 31 December 2014 December 2015 RMB million As at 31 39 Subtotal As at 1 January 2014 (2,183) 4,197 Total Current Non-current Total 219 23,182 19,431 23,182 19,431 23,182 19,431 China Life Insurance Company Limited Annual Report 2015 Notes to the Consolidated Financial Statements For the year ended 31 December 2015 RMB million Investments Insurance RMB million available-for-sale securities - Portion of fair value changes on - Available-for-sale securities 5,488 comprehensive income (Charged)/credited to net profit Not later than one year Deferred tax assets/(liabilities) (i) The movements in deferred tax assets and liabilities during the year are as follows: (p) Taxation 39 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (Charged)/credited to other Others 693 484 Salary and welfare payable 5,008 6,410 Interest payable to policyholders RMB million As at 31 December 2014 4,561 As at 31 December 2015 RMB million For debt repurchase transactions through the stock exchange, the Company is required to deposit certain exchange-traded bonds into a collateral pool with fair value converted at a standard rate pursuant to the stock exchange's regulation which should be no less than the balance of the related repurchase transaction. As at 31 December 2015, the carrying value of securities deposited in the collateral pool was RMB66,027 million (as at 31 December 2014: RMB49,308 million). The collateral is restricted from trading during the period of the repurchase transaction. As at 31 December 2015, bonds with a carrying value of RMB28,185 million (as at 31 December 2014: RMB42,131 million) were pledged as collateral for financial assets sold under agreements to repurchase resulted from repurchase transactions entered into by the Company in the interbank market. 39 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (n) Securities sold under agreements to repurchase (continued) For the year ended 31 December 2015 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 (o) Other liabilities Others RMB million 4,006 2,598 Tax payable 778 634 Payable to constructors 1,025 845 Commission and brokerage payable Stock appreciation rights (Note 31) 1,045 Interest payable of subordinated debts 761 1,117 Agent deposits 1,919 1,044 Total RMB million (11,627) 552 5,952 year (ii) The analysis of deferred tax assets and deferred tax liabilities during the Taxation (continued) (p) 39 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) For the year ended 31 December 2015 is as follows: Notes to the Consolidated Financial Statements 220 (16,883) 1,072 (16,504) (1,451) As at 31 December 2015 China Life Insurance Company Limited Annual Report 2015 3,192 Deferred tax assets: - deferred tax assets to be recovered within 12 months - deferred tax liabilities to be settled within 12 months (23,709) (26,500) - deferred tax liabilities to be settled after 12 months Deferred tax liabilities: 6,134 - deferred tax assets to be recovered after 12 months 11,800 2,553 4,205 9,247 As at 31 December 2014 RMB million As at 31 December 2015 RMB million Subtotal 1,929 (1,448) 3,192 available-for-sale securities (11,637) (8,316) As at 31 December 2014 2,759 2,759 policyholders 930 attributable to participating (15,762) (1,337) (62) (1,827) (4,683) 992 (15,762) attributable to participating policyholders (19,023) (8,316) - Portion of fair value changes on (5,401) (5,401) - Available-for-sale securities comprehensive income (Charged)/credited to other As at 1 January 2015 4,349 534 3,673 (Charged)/credited to net profit (19,023) 930 (11,637) 142 Later than one year but not later than five Later than five years 61.3 Total 559.1 Wang Cuifei (iii) 821.8 49.8 87.7 684.3 Zhan Zhong (iii) 316.7 51.6 88.7 68.4 Miao Ping (ii) Xiong Junhong 947.6 53.8 161.0 732.8 Li Xuejun (i) 895.8 54.3 196.7 163.9 47.8 (i) included included scheme Benefits Actual paid payment Pension Deferred Deferred payment of salary included in income salary income 695.6 bonuses Name Subtotal Performance related The aggregate amounts of emoluments paid to supervisors of the Company for the year ended 31 December 2014 are as follows: Zhan Zhong and Wang Cuifei were appointed as supervisors on 11 July 2015. (iii) Miao Ping was appointed as supervisor on 11 July 2015, and was appointed as the chairman of board of supervisors on 24 July 2015. (ii) Xia Zhihua, Yang Cuilian and Li Xuejun retired as supervisors on 11 July 2015. Basic salaries 677.6 Yang Cuilian (i) 1,603.5 China Life Insurance Company Limited Annual Report 2015 225 In addition to the directors' emoluments disclosed above, certain directors of the Company receive emoluments from CLIC, the amounts of which have not been apportioned between their services to the Company and their services to CLIC. The directors and chief executive received the compensation amounts disclosed above during their term of office in 2015 and 2014. year ended 31 The compensation amounts disclosed above for these directors and the chief executive for the December 2014 were restated based on the finalised amounts determined during 2015. 80.0 80.0 80.0 Notes to the Consolidated Financial Statements 17.5 Huang Yiping 80.0 80.0 80.0 17.5 62.5 Chang Tso Tung Stephen 639.5 238.6 62.5 For the year ended 31 December 2015 96.5 245.6 1,261.4 Shi Xiangming 443.0 57.6 155.9 229.5 Xia Zhihua (i) RMB Thousand Total Pension scheme contributions Benefits in kind paid Remuneration Name ended 31 December year The aggregate amounts of emoluments paid to supervisors of the Company for the 2015 are as follows: (b) Supervisors' emoluments 40 DIRECTORS', SUPERVISORS', CHIEF EXECUTIVE'S AND SENIOR MANAGEMENT'S REMUNERATION (continued) in kind contribution 878.1 Total in total The emoluments fell within the following bands: 9,046 7,823 Total 489 476 8,557 7,347 Basic salaries, housing allowances, other allowances and benefits in kind Pension scheme contributions Number of individuals 2015 Thousand RMB RMB 2014 2015 Details of remuneration of the five highest paid individuals are as follows: 41 The five individuals whose emoluments were the highest in the Company include five supervisors (2014: three directors and one supervisor). (c) Five highest paid individuals 40 DIRECTORS', SUPERVISORS', CHIEF EXECUTIVE'S AND SENIOR MANAGEMENT'S REMUNERATION (continued) Thousand For the year ended 31 December 2015 2014 RMB1,000,001 - RMB2,000,000 228 The values shown below do not consider the future financial impact of transactions between the Company and CLIC, CLI, AMC, Pension Company, CLP&C, and etc. Also, the calculation of embedded value and value of one year's sales involves substantial technical complexity and estimates can vary materially as key assumptions are changed. Therefore, special care is advised when interpreting embedded value results. It is important to note that actuarial standards with respect to the calculation of embedded value are still evolving. There is still no universal standard which defines the form, calculation methodology or presentation format of the embedded value of an insurance company. Hence, differences in definition, methodology, assumptions, accounting basis and disclosures may cause inconsistency when comparing the results of different companies. China Life Insurance Company Limited believes that reporting the Company's embedded value and value of one year's sales provides useful information to investors in two respects. First, the value of the Company's in-force business represents the total amount of distributable earnings, in present value terms, which can be expected to emerge over time, in accordance with the assumptions used. Second, the value of one year's sales provides an indication of the value created for investors by new business activity based on the assumptions used and hence the potential of the business. However, the information on embedded value and value of one year's sales should not be viewed as a substitute of financial measures under the relevant accounting basis. Investors should not make investment decisions based solely on embedded value information and the value of one year's sales. China Life Insurance Company Limited prepares financial statements to public investors in accordance with the relevant accounting standards. An alternative measure of the value and profitability of a life insurance company can be provided by the embedded value method. Embedded value is an actuarially determined estimate of the economic value of the life insurance business of an insurance company based on a particular set of assumptions about future experience, excluding the economic value of future new business. In addition, the value of one year's sales represents an actuarially determined estimate of the economic value arising from new life insurance business issued in one year based on a particular set of assumptions about future experience. BACKGROUND Embedded Value China Life Insurance Company Limited Annual Report 2015 RMB0- RMB1,000,000 227 EVENTS AFTER THE REPORTING PERIOD There was no arrangement under which a director, chief executive or supervisor waived or agreed to waive any remuneration during the year. The emoluments of the five highest paid individuals are the total emoluments paid to them during the year. For the year ended 31 December 2015, no emoluments have been paid by the Company to the directors, chief executive, supervisors or any of the five highest paid individuals as an inducement to join or upon joining the Company or as compensation for loss of office (for the year ended 31 December 2014: Nil). 25 5 RMB4,000,001 - RMB4,500,000 RMB3,000,001 - RMB4,000,000 RMB2,000,001 - RMB3,000,000 On 29 February 2016, the Company entered into an acquisition agreement with Citigroup Inc. (“Citigroup”) and a tripartite share transfer agreement with IBM Credit LLC (“IBM Credit”) and Citigroup. According to the agreements, the Company will acquire 3,648,276,645 shares of CGB from Citigroup and IBM Credit (3,080,479,452 shares from Citigroup and 567,797,193 shares from IBM Credit) with a total consideration of RMB23.3 billion at RMB6.39 per share. Upon the completion of this transaction, the Company will hold 6,728,756,097 shares of CGB, a 43.686% ownership interest. This transaction will not render CGB a consolidated subsidiary of the Company. Up to the approval date of these consolidated financial statements, this transaction is still pending approval of the relevant regulatory departments. Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 226 Luo Zhongmin 1,508.8 1,508.8 90.5 288.4 1,129.9 514.4 615.5 Shi Xiangming 50.0 1,281.8 1,759.0 95.9 275.6 477.2 1,387.5 954.4 433.1 Xia Zhihua RMB Thousand 477.2 12.5 62.5 62.5 2014. The supervisors received the compensation amounts disclosed above during their term of office in 2015 and The compensation amounts disclosed above for these supervisors for the year ended 31 December 2014 were restated based on the finalised amounts determined during 2015. Xiong Junhong 1,444.0 1,444.0 88.7 285.3 1,070.0 480.2 589.8 Li Xuejun 1,469.5 1,469.5 90.2 291.2 1,088.1 472.6 615.5 Yang Cuilian 62.5 in total 49.0 135.3 238.6 63.8 196.7 Xu Haifeng (v) 314.6 49.7 68.2 196.7 Xu Hengping (v) 320.0 51.9 320.0 320.0 320.0 Chang Tso Tung Stephen 391.2 49.2 145.3 196.7 Miao Ping (iii) 300.0 Huang Yiping (iv) 300.0 312.4 Robinson Drake Pike (vii) 40 DIRECTORS', SUPERVISORS', CHIEF EXECUTIVE'S AND SENIOR MANAGEMENT'S REMUNERATION (continued) For the year ended 31 December 2015 Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 224 (vii) Robinson Drake Pike was appointed as independent director on 11 July 2015. Liu Jiade was appointed as non-executive director on 11 July 2015. (vi) Xu Hengping and Xu Haifeng were appointed as executive directors on 11 July 2015. Liu Jiade (vi) (v) (iv) Miao Ping retired as executive director on 28 May 2015. (iii) Su Hengxuan resigned as executive director on 8 May 2015. (ii) Bruce Douglas Moore retired as independent director on 28 May 2015. (i) 160.0 160.0 Huang Yiping resigned as independent director on 26 August 2015. The resignation became effective on 7 March 2016, pursuant to the CIRC's approval on the qualification of a newly appointed independent director. Anthony Francis Neoh 262.8 32.7 (a) Directors' and chief executive's emoluments The total compensation package for these directors, supervisors, chief executive and senior management for the year ended 31 December 2015 has not yet been finalised in accordance with regulations of the relevant PRC authorities. The amount of the compensation not provided for is not expected to have a significant impact on the Group's 2015 consolidated financial statements. The final compensation will be disclosed in a separate announcement when determined. 40 DIRECTORS', SUPERVISORS', CHIEF EXECUTIVE'S AND SENIOR MANAGEMENT'S REMUNERATION ended 31 December 2015 year For the Notes to the Consolidated Financial Statements China Life Insurance Company Limited Annual Report 2015 628 The aggregate amounts of emoluments paid to directors and chief executive of the Company for the year ended 31 December 2015 are as follows: 546 13 389 261 222 272 RMB million As at 31 December 2014 As at 31 December 2015 RMB million 223 17 Name Remuneration paid Benefits in kind 99.0 131.1 Su Hengxuan (ii) 133.3 133.3 Bruce Douglas Moore (i) Wang Sidong Zhang Xiangxian Miao Jianmin 711.8 100.6 213.4 397.8 Lin Dairen 601.9 105.4 435.2 Yang Mingsheng RMB Thousand Total Pension scheme contributions (a) Directors' and chief executive's emoluments (continued) The aggregate amounts of emoluments paid to directors and chief executive of the Company for the ended 31 December 2014 are as follows: year Deferred 250.0 Bruce Douglas Moore Sun Changji Wang Sidong Zhang Xiangxian Miao Jianmin 320.8 119.3 440.1 70.0 23.5 119.3 346.9 238.6 108.3 Liu Yingqi 1,288.9 481.2 1,770.1 95.9 69.7 320.0 Anthony Francis Neoh 250.0 693.8 477.2 216.6 Miao Ping 639.5 238.6 878.1 49.0 135.3 238.6 693.8 477.2 216.6 Su Hengxuan Tang Jianbang 300.0 300.0 320.0 320.0 300.0 50.0 275.0 years 481.2 962.4 Total contribution in kind bonuses Basic salaries Name included included scheme in total Benefits of salary related Actual paid payment Pension payment Subtotal Performance Deferred included in in total RMB Thousand Yang Mingsheng 436.8 Lin Dairen 323.9 120.6 444.5 23.6 70.1 120.6 350.8 241.3 109.5 Wan Feng 1,424.1 536.2 1,960.3 98.7 302.5 536.2 1,559.1 1,072.4 486.7 1,399.2 income salary income SUMMARY OF RESULTS Exclusive Individual Agent Channel • Our scope of work covered: a review of the methodology used to develop the embedded value and value of one year's sales as at 31 December 2015, in the light of the requirements of the “Life Insurance Embedded Value Reporting Guidelines” issued by the China Insurance Regulatory Commission (“CIRC”) in September 2005; a review of the economic and operating assumptions used to develop the embedded value and value of one year's sales as at 31 December 2015; a review of the results of China Life's calculation of the EV Results. In carrying out our review, we have relied on the accuracy of audited and unaudited data and information provided by China Life. 235 China Life Insurance Company Limited Annual Report 2015 Embedded Value Opinion Based on the scope of work above, we have concluded that: the embedded value methodology used by China Life is consistent with the requirements of the “Life Insurance Embedded Value Reporting Guidelines" issued by the CIRC. It is noted that the China Risk Oriented Solvency System ("C-ROSS”) requirements have not been considered in the embedded value results as of 31 December 2015, as updated Chinese EV guidance under C-ROSS has not been released. The methodology applied by China Life is a common methodology used to determine embedded values of life insurance companies in China at the current time; the economic assumptions used by China Life are internally consistent, have been set with regard to current economic conditions, and have made allowance for the company's current and expected future asset mix and investment strategy; Scope of work the operating assumptions used by China Life have been set with appropriate regard to past, current and expected future experience; the EV Results have been prepared, in all material respects, in accordance with the methodology and assumptions set out in the Embedded Value section. For and on behalf of Towers Watson Michael Freeman 23rd March 2016 Wesley Cui 236 ◎ 国家 In case of any discrepancy between the Chinese version and the English version of this report, the Chinese version shall prevail; in case of any discrepancy between the printed version and the website version of this report, the website version shall prevail. The cover photo of the printed version of this report was photographed by Mr. Wu Chang, a retired employee of CLIC. Channel Value of One Year's Sales by Channel Table 2 The value of one year's sales by channel is shown below: VALUE OF ONE YEAR'S SALES BY CHANNEL no changes have been assumed to the treatment of tax, but some sensitivity results relating to tax have been shown by China Life; and Embedded Value China Life has engaged Towers Watson Management Consulting (Shenzhen) Co. Ltd. Beijing Branch ("WTW") to review its EV Results. This report is addressed solely to China Life in accordance with the terms of our engagement letter, and sets out the scope of our work and our conclusions. To the fullest extent permitted by applicable law, we do not accept or assume any responsibility, duty of care or liability to anyone other than China Life for or in connection with our review work, the opinions we have formed, or for any statement set forth in this report. To The Directors of China Life Insurance Company Limited 31,355 12. 10% decrease in morbidity rates 294,595 31,704 13. 10% increase in claim ratio of short term business 291,150 30,662 14. 10% decrease in claim ratio of short term business 291,947 32,395 15. Solvency margin at 150% of statutory minimum China Life Insurance Company Limited (“China Life") has prepared embedded value results for the financial year ended 31 December 2015 ("EV Results”). The disclosure of these EV Results, together with a description of the methodology and assumptions that have been used, are shown in the Embedded Value section. 269,973 Using 2014 EV assumptions 297,864 32,291 17. Taxable income based on the accounting profit in accordance to the "Provisions on the Accounting Treatment Related to Insurance Contracts" under one possible scenario 292,818 31,338 Note: Taxable income is based on earnings calculated using solvency reserves for Scenarios 1 to 16. 234 China Life Insurance Company Limited Annual Report 2015 Embedded Value TOWERS WATSON'S REVIEW OPINION REPORT ON EMBEDDED VALUE 29,388 288,533 China Life Insurance Company Limited Annual Report 2015 2) Taxable incomes in embedded value and the value of one year's sales are based on earnings calculated using solvency reserves. 2015 31 December ITEM RMB million Components of Embedded Value and Value of One Year's Sales Table 1 The embedded value as at 31 December 2015 and the value of one year's sales for the 12 months to 31 December 2015, and their corresponding results as at 31 December 2014 are shown below: China Life Insurance Company Limited Annual Report 2015 Embedded Value 230 Other operating assumptions such as mortality, morbidity, lapses and expenses are based on the Company's recent operating experience and expected future outlook. The calculations are based upon assumed corporate tax rate of 25% for all years. The investment returns are assumed to be grading from 5.1% to 5.5% by 0.1% every year (remaining level thereafter). 12% grading to 16% by 1% every year (remaining level thereafter) of the investment return is assumed to be exempt from income tax. These investment return and tax exempt assumptions are based on the Company's strategic asset mix and expected future returns. The risk- adjusted discount rate used is 11%. Economic assumptions: ASSUMPTIONS On 15 May 2012, the Ministry of Finance and the State Administration of Taxation issued the "Notice on Corporate Income Tax Deduction of Reserves for Insurance Companies" (Cai Shui [2012] No. 45), requiring the taxation basis to be based on accounting profits. Based on the above regulation, in preparing the 2015 embedded value report, the adjusted net worth has reflected the tax treatment in accordance with accounting profits. When calculating the value of in-force business and value of one year's sales, as there is uncertainty in the accounting liability assumptions in future valuation periods (such as valuation interest rates), correspondingly, numerous scenarios could be possible as to future accounting profits. Consequently, we have adopted the profits based on the solvency liability in projecting future tax payable in the base scenario. We also disclose the value of in-force business and value of one year's sales calculated using tax payable based on the accounting profits in accordance to the “Provisions on the Accounting Treatment Related to Insurance Contracts" under one possible scenario in the table 4 of "SENSITIVITY RESULTS". 31 December 2014 The embedded value and the value of one year's sales were prepared by China Life Insurance Company Limited in accordance with “Life Insurance Embedded Value Reporting Guidelines" issued by China Insurance Regulatory Commission. The China Risk Oriented Solvency System ("C-ROSS") requirements have not been considered in the embedded value results as of 31 December 2015, as updated Chinese EV guidance under C-ROSS has not been released. Towers Watson, an international firm of consultants, performed a review of China Life's embedded value. The review statement from Towers Watson is contained in the "Towers Watson's review opinion report on embedded value" section. Embedded Value China Life Insurance Company Limited Annual Report 2015 229 The value of in-force business and the value of one year's sales have been determined using a traditional deterministic discounted cash flow methodology. This methodology makes implicit allowance for the cost of investment guarantees and policyholder options, asset/liability mismatch risk, credit risk, the risk of operating experience's fluctuation and the economic cost of capital through the use of a risk-adjusted discount rate. The "value of in-force business" and the "value of one year's sales" are defined here as the discounted value of the projected stream of future after-tax distributable profits for existing in-force business at the valuation date and for one year's sales in the 12 months immediately preceding the valuation date. Distributable profits arise after allowance for PRC solvency reserves and solvency margins at the required regulatory minimum level. The market value of assets can fluctuate significantly over time due to the impact of the prevailing market environment. Hence the adjusted net worth can fluctuate significantly between valuation dates. Net-of-tax adjustments for relevant differences between the market value and the book value of assets, together with relevant net-of-tax adjustments to certain liabilities. Net assets, defined as assets less PRC solvency policy reserves and other liabilities; and "Adjusted net worth" is equal to the sum of: The embedded value of a life insurer is defined as the sum of the adjusted net worth and the value of in-force business allowing for the cost of capital supporting a company's desired solvency margin. DEFINITIONS OF EMBEDDED VALUE AND VALUE OF ONE YEAR'S SALES Embedded Value China Life Insurance Company Limited Annual Report 2015 Group Insurance Channel PREPARATION AND REVIEW 231 A 268,729 Notes: 1) Numbers may not be additive due to rounding. 23,253 31,528 Value of One Year's Sales after Cost of Solvency Margin (F + G) H (3,380) (4,155) Cost of Solvency Margin G 26,633 35,684 Value of One Year's Sales before Cost of Solvency Margin F 454,906 Adjusted Net Worth 560,277 E 260,670 291,549 Value of In-Force Business after Cost of Solvency Margin (B + C) D (40,042) (43,951) Cost of Solvency Margin C 300,712 335,500 Value of In-Force Business before Cost of Solvency Margin B 194,236 Embedded Value (A + D) 10% increase in morbidity rates 16. 32,029 Methodology, Model and Assumption Changes G Market Value and Other Adjustments H Exchange Gains or Losses I Shareholder Dividend Distribution and Capital Injection J Other K Embedded Value as at 31 December 2015 (sum A through J) 454,906 44,956 31,528 F 11. (5,602) 14,199 745 (3,699) (34) 560,277 2) Items B through J are explained below: B Notes: 1) Numbers may not be additive due to rounding. Reflects expected impact of covered business, and the expected return on investments supporting the 2015 opening net worth. C Value of new business sales in 2015. D 20,591 Reflects the difference between actual operating experience in 2015 (including mortality, morbidity, lapse, and expenses etc.) and the assumptions. Investment Experience Variance Operating Experience Variance Bancassurance Channel Total Notes: 1) Numbers may not be additive due to rounding. 2) Taxable income is based on earnings calculated using solvency reserves. 232 RMB million 31 December 2015 31 December 2014 28,851 21,740 371 464 2,306 E 1,048 23,253 China Life Insurance Company Limited Annual Report 2015 Embedded Value MOVEMENT ANALYSIS The following analysis tracks the movement of the embedded value from the start to the end of the Reporting Period. Table 3 Analysis of Embedded Value Movement in 2015 RMB million ITEM AB Embedded Value at Start of Year В Expected Return on Embedded Value Value of New Business in the Period C D 31,528 E 2,685 F 4. 10% decrease in investment return 245,077 25,789 5. 10% increase in expenses 288,643 29,372 6. 10% decrease in expenses 294,454 33,685 7. 37,274 10% increase in mortality rate for non-annuity products 289,720 31,388 8. 10% decrease in mortality rate for non-annuity products and 10% increase in mortality rate for annuity products 293,398 31,669 9. 10% increase in lapse rates 290,806 30,959 10. 10% decrease in lapse rates 292,199 Compares actual with expected investment returns during 2015. 338,279 and 10% decrease in mortality rate for annuity products 3. 10% increase in investment return Reflects the effect of projection method, model enhancements and assumption changes. G Change in the market value adjustment from the beginning of year 2015 to 31 December 2015 and other related adjustments. H Reflects the gains or losses due to changes in exchange rate. I J 233 China Life Insurance Company Limited Annual Report 2015 Embedded Value SENSITIVITY RESULTS Sensitivity testing was performed using a range of alternative assumptions. In each of the sensitivity tests, only the assumption referred to was changed, with all other assumptions remaining unchanged. The results are summarized below: Table 4 Sensitivity Results Reflects dividends distributed to shareholders and issuance of Core Tier 2 Capital Securities during 2015. Other miscellaneous items. 29,953 306,029 Risk discount rate of 10.5% 2. 278,043 Risk discount rate of 11.5% VALUE OF IN-FORCE BUSINESS AFTER COST OF 1. 31,528 291,549 Base case scenario VALUE OF ONE YEAR'S SALES AFTER COST OF SOLVENCY MARGIN RMB million SOLVENCY MARGIN 33,222 137,990 607,531 53,052 6,333 Securities purchased under agreements to resell 517,283 770,516 21,503 Investment properties 76,096 47,034 207,267 166,453 Statutory deposits - restricted Other assets 504,075 11,925 690,156 China Life Insurance Company Limited Annual Report 2015 Management Discussion and Analysis 2,100,870 6,153 (resigned with effect from 7 March 2016) 28 III ANALYSIS OF MAJOR ITEMS OF CONSOLIDATED STATEMENT OF FINANCIAL POSITION (1) Major Assets As at RMB million As at 562,622 31 December 2015 31 December 2014 Term deposits Held-to-maturity securities Available-for-sale securities Securities at fair value through profit or loss Cash and cash equivalents Loans 2,287,639 Investment assets 1,237 (appointed as Director with effect from 11 July 2015) (appointed as Director with effect from 7 March 2016) 160,676 Annuity and Other Insurance Balances Payable As at the end of the Reporting Period, policyholder dividends payable increased by 44.2% year-on-year. This was primarily due to an increase in investment yields of participating products. Policyholder Dividends Payable As at the end of the Reporting Period, securities sold under agreements to repurchase decreased by 32.0% year-on-year. This was primarily due to the needs for liquidity management. Securities Sold under Agreements to Repurchase year. As at the end of the Reporting Period, account balance of investment contracts increased by 16.4% year-on- This was primarily due to an increase in the scale of certain investment contracts. Investment Contracts As at the end of the Reporting Period, insurance contracts liabilities increased by 7.0% year-on-year. This was primarily due to the accumulation of insurance liabilities from new insurance business and renewal business. As at the date of the statement of financial position, the Company's insurance contracts reserves passed liability adequacy testing. 1,959,236 2,122,101 47,077 65,200 19,375 16,953 67,989 67,994 2,623 2,643 25,617 30,092 74,745 107,774 46,089 31,354 72,275 84,106 As at the end of the Reporting Period, annuity and other insurance balances payable increased by 17.5% year-on-year. This was primarily due to an increase in maturities payable. Interest-bearing Loans and Borrowings As at the end of the Reporting Period, interest-bearing loans and borrowings remained stable compared to the end of 2014, and there were no new loans and borrowings in 2015. In June 2014, to meet the needs of overseas investment, one of the Company's subsidiaries applied for a fixed-interest rate bank loan of GBP275 million with a term of five years. As at the end of the Reporting Period, the loan balance was equivalent to RMB2,643 million. 21 China Life Insurance Company Limited Annual Report 2015 Net cash inflow/(outflow) from operating activities Net cash inflow/(outflow) from investing activities Net cash inflow/(outflow) from financing activities Foreign exchange gains on cash and cash equivalents ended 31 December year For the (3) Consolidated Cash Flows 22 22 We believe that our sources of liquidity are sufficient to meet our current cash requirements. Our principal cash outflows primarily relate to the payables for the liabilities associated with our various life insurance, annuity, accident insurance and health insurance products, operating expenses, income taxes and dividends that may be declared and paid to our equity holders. Cash outflows arising from our insurance activities primarily relate to benefit payments under these insurance products, as well as payments for policy surrenders, withdrawals and loans. Liquidity Uses (2) IV 1,603,446 Our investment portfolio also provides us with a source of liquidity to meet unexpected cash outflows. We are also subject to market liquidity risk due to the large size of our investments in some of the markets in which we invest. In some circumstances, some of our holdings of investment securities may be large enough to have an influence on the market value. These factors may adversely affect our ability to sell these investments or sell them at a fair price. Our principal cash inflows come from insurance premiums, deposits from investment contracts, proceeds from sales and maturity of investment assets, and investment income. The primary liquidity risks with respect to these cash inflows are the risk of early withdrawals by contract holders and policyholders, as well as the risks of default by debtors, interest rate changes and other market volatilities. We closely monitor and manage these risks. Liquidity Sources (1) ANALYSIS OF CASH FLOWS As at the end of the Reporting Period, equity holders' equity was RMB322,492 million, a 13.5% increase year-on-year. This was primarily due to the combined effect of an increase in the fair value of available-for- sale financial assets and the profit earned during the Reporting Period. Equity Holders' Equity As at the end of the Reporting Period, deferred tax liabilities decreased by 12.5% year-on-year. This was primarily due to an increase in the deductible temporary differences. Deferred Tax Liabilities As at the end of the Reporting Period, bonds payable remained stable compared to the end of 2014. This was primarily due to the fact that no subordinated debts were issued by the Company in 2015. Bonds Payable (3) Management Discussion and Analysis China Life Insurance Company Limited Annual Report 2015 Our cash and bank deposits can provide us with a source of liquidity to meet normal cash outflows. As at the end of the Reporting Period, the amount of cash and cash equivalents was RMB76,096 million. In addition, substantially all of our term deposits with banks allow us to withdraw funds on deposit, subject to a penalty interest charge. As at the end of the Reporting Period, the amount of term deposits was RMB562,622 million. Management Discussion and Analysis 1,715,985 RMB million As at 2.81% 58,959 4.27% 97,599 Cash, cash equivalents and others 0.06% 1,283 0.05% 1,237 Investment properties 2.73% 57,477 5.71% 130,622 Other equity investments³ 3.98% 83,620 7.41% 169,485 Funds 4.52% 94,933 4.87% 111,516 Common stocks 11.23% 236,030 Total Notes: 1. 2,287,639 As at Management Discussion and Analysis China Life Insurance Company Limited Annual Report 2015 Insurance Contracts Total Other liabilities Deferred tax liabilities Bonds payable Interest-bearing loans and borrowings Annuity and other insurance balances payable Policyholder dividends payable Securities sold under agreements to repurchase Investment contracts 31 December 2015 31 December 2014 Insurance contracts (2) 20 20 Cash, cash equivalents and others include cash and cash equivalents, and securities purchased under agreements to resell. 4. Other equity investments include private equity funds, unlisted equities, preference stocks, equity investment plans, wealth management products, etc. 3. Other fixed-maturity investments include policy loans, trust schemes, statutory deposits - restricted, etc. 2. Insurance asset management products under fixed-maturity investments include infrastructure and real estate debt investment plans and project asset-backed plans. 100.00% 2,100,870 100.00% Major Liabilities RMB million 2015 2014 Risks relating to our business 2. pace The global economy is experiencing profound changes with insufficient momentum for recovery; the growth of international trade is sluggish; the volatility is seen in the financial and bulk commodity markets; the geopolitical risks are mounting; and the instabilities and uncertainties in the external environment are increasing. The impact of all the above factors on China's development cannot be underestimated. Domestic conflicts and risks that have been building up over the years become more obvious. With the change of in economic growth, the difficulties associated with structural adjustments, and the interwoven problems arising from the transformation of the drivers of growth, the downward pressure on the economy is growing. Changes in international and domestic markets will be transferred to the insurance industry through multiple channels such as the real economy, financial markets and consumer demands, which will in turn affect the business development, use of funds and solvency in various aspects. Risks relating to macro trends 1. In 2016, the Company will strengthen its in-depth analysis of macro-economic trends and complex risk factors to maintain its continuous and healthy growth. The major risk factors which may have an impact on the Company's future development strategy and business objectives include: FUTURE PROSPECT AND RISK ANALYSIS Details of structured entities controlled by the Company is set out in Note 39(c) in the Notes to the Consolidated Financial Statements in this annual report. STRUCTURED ENTITIES CONTROLLED BY THE COMPANY XI X Management Discussion and Analysis China Life Insurance Company Limited Annual Report 2015 2,258 19,531 65,634 40% 15,000 held by AMC and 3.53% is by the Company, 17 117 2,931 3,440 70.74% is held 3. As the financial reform steadily moves forward within a certain period of time in future, the effects from the further implementation of the exchange rate reform and the falling of the risk-free interest rate etc. will become increasingly apparent. Further, the market-oriented reform of premium rate for life insurance, the intensified market competition and the application of new technologies, etc. will bring about various challenges and uncertainties to the business development of the Company. Generally affected by these factors, the Company is experiencing more difficulties in maintaining steady business growth, as well as facing more uncertainties and complexities. Due to factors such as investment income and the cost of liabilities, there may be higher possibility of fluctuation of the Company's profits. In addition, the operational and financial risks of associated enterprises and the fluctuation in their profitability may undermine the expected returns on investment, which would have an impact on the Company's profitability. Risks relating to investments Given that the interest rate in China maintains at a low level, the investment yield of the newly allocated fixed income assets may decline, the difficulty of asset allocation may increase, and the risk relating to asset misallocation may increase. In light of the complexity of the domestic and international economies, as well as the greater volatility of the financial markets, the market risk relating to investment portfolios and credit risk may go up. In the meanwhile, the Company may develop new investment channels, utilize new investment vehicles or appoint new investment managers. All of the above may considerably affect the Company's investment income and the book value of its assets, and thus result in a greater fluctuation of the Company's profits. Moreover, some of the Company's assets are held in foreign currencies, which may be adversely affected by exchange rate movements. (retired upon expiry of the term with effect from 28 May 2015) (appointed as Director with effect from 11 July 2015) (appointed as Director with effect from 11 July 2015) (retired upon expiry of the term with effect from 28 May 2015) (appointed as Director with effect from 11 July 2015) (resigned with effect from 8 May 2015) Robinson Drake Pike Tang Xin Huang Yiping Chang Tso Tung Stephen Bruce Douglas Moore Anthony Francis Neoh Miao Jianmin Zhang Xiangxian Wang Sidong Liu Jiade Xu Hengping Xu Haifeng Miao Ping Su Hengxuan 3,400 Independent Directors Lin Dairen Yang Mingsheng (Chairman) Executive Directors Directors of the Company during the Reporting Period and up to the date of this report were as follows: Mr. Yang Mingsheng, Mr. Miao Jianmin, Mr. Zhang Xiangxian, Mr. Wang Sidong, Mr. Liu Jiade, Mr. Robinson Drake Pike, Mr. Anthony Francis Neoh Mr. Tang Xin, Mr. Chang Tso Tung Stephen, Mr. Xu Haifeng, Mr. Xu Hengping, Mr. Lin Dairen, From left to right: Report of the Board of Directors China Life Insurance Company Limited Annual Report 2015 27 In 2016, under the guidance of the “innovation-driven development strategy", and with adherence to the business philosophy of “focusing on value, enhancing personnel, optimizing structure, maintaining growth and guarding against risks", the Company will focus on breakthroughs and strengthen benchmarking, and pay more attention to the acceleration of its development, sales transformation, team quality improvement, market benchmarking, as well as reform and innovation, in order to improve the Company's core competitiveness and sustainable development capability as a whole and to lay a solid foundation for achieving the Company's development objectives of the “13th Five-Year Plan”. Given the above mentioned risk factors, the Company will firmly adhere to its core development objectives, and fine-tune its business development objectives in accordance with market trends to an appropriate degree, so as to efficiently respond to challenges from market competitors and changes in the external environment. Meanwhile, the Company will focus on innovation in mechanisms, building of sales force, innovation in products, services and technology, in order to constantly enhance its vitality, creativity, competitiveness and capacity for sustainable development. The Company believes that it will have sufficient capital to meet its insurance business expenditures and general new investment needs in 2016. At the same time, if there is any further capital demand, the Company will make corresponding arrangements based on capital market conditions to further implement its future business development strategies. China Life Insurance Company Limited Annual Report 2015 Management Discussion and Analysis 26 Non-executive Directors 1,096 6,940 Net Profit Management Discussion and Analysis China Life Insurance Company Limited Annual Report 2015 23 23 The increase in the Company's solvency ratio was primarily due to a significant increase in the comprehensive income during the Reporting Period and the issue of Core Tier 2 Capital Securities. 294.48% 236,151 80,193 282,820 85,676 330.10% 31 December 2015 31 December 2014 As at As at RMB million Solvency ratio VI Actual capital Minimum capital SOLVENCY RATIO We have established a cash flow testing system. We conduct regular tests to monitor the cash inflows and outflows under various changing circumstances and adjust accordingly the asset portfolio to ensure sufficient sources of liquidity. During the Reporting Period, the change of net cash flow from operating activities was primarily due to an increase in securities at fair value through profit or loss. The change of net cash flow from investing activities was primarily due to the needs for investment management. The change in net cash flow from financing activities was primarily due to the needs for liquidity management. 25,704 29,062 Net increase in cash and cash equivalents V 16,704 10 241 (19,415) (69,257) 67,047 78,247 (18,811) The solvency ratio of an insurance company is a measure of capital adequacy, which is calculated by dividing the actual capital of the company (which is its admitted assets less admitted liabilities, determined in accordance with relevant regulatory rules) by the minimum required capital. The following table shows our solvency ratio as at the end of the Reporting Period: 17.99% ANALYSIS OF CORE COMPETITIVENESS The Company has an extensive services and distribution network in China, with its business outlets and services counters covering both urban and rural areas. The 979,000 exclusive individual agents, 45,000 direct sales representatives, 56,000 intermediary bancassurance outlets and 131,000 sales representatives at those bancassurance outlets form a unique distribution and services network in China, and make the Company the life insurance service provider closest to the customers. Making use of internationally leading information technology and expanding telephone, Internet, email and other electronic service channels, the Company strives to meet customer demand for purchasing insurance products through multiple channels. Net Assets Shareholding Percentage Total Assets 60% 7,608 4,000 Registered Capital RMB million 25 Property loss insurance; liability insurance; credit insurance and bond insurance; short-term health insurance and accident insurance; reinsurance of the above insurance businesses; businesses for the use of insurance funds that are permitted by applicable PRC laws and regulations; other businesses permitted by the CIRC Group pension insurance and annuity; individual pension insurance and annuity; short-term health insurance; accident insurance; reinsurance of the above insurance businesses; business for the use of insurance funds that are permitted by applicable PRC laws and regulations; pension insurance asset management product business; management of funds in RMB or foreign currency as entrusted by entrusting parties for the retirement benefit purpose; other businesses permitted by the CIRC Management and utilization of proprietary funds; acting as agent or trustee for asset management business; consulting business relevant to the above businesses; other asset management businesses permitted by applicable PRC laws and regulations China Life Property and Casualty Insurance Company Limited China Life Pension Company Limited China Life Asset Management Company Limited Major Business Scope The Company has the advantage of very strong brand recognition. It is the only life insurance company in China with shares listed on the Shanghai Stock Exchange, the Hong Kong Stock Exchange and the New York Stock Exchange. It is also a core member of China Life Insurance (Group) Company which is one of the “Fortune Global 500" and the "World's 500 Most Influential Brands". In 2015, the brand of China Life has been ranked as one of the "World's 500 Most Influential Brands" published by World Brand Lab for nine consecutive years. The brand was also ranked as No.5 on the "China's 500 Most Valuable Brands” list, with brand value estimated at RMB182,272 million, ranking No.1 in the insurance industry. Company Name During the Reporting Period, there was no sale of material assets and equity of the Company. IX VIII SALES OF MATERIAL ASSETS AND EQUITY During the Reporting Period, there was no other material equity investment or non-equity investment with a total investment amount of more than 10% of the Company's audited net asset as at the end of last year. On 8 December 2015, the Company and Postal Savings Bank of China Co., Ltd. ("Postal Savings Bank”) entered into the Share Subscription Agreement, pursuant to which, Postal Savings Bank conditionally agreed to allot and issue, and the Company conditionally agreed to subscribe for, 3,341,900,000 shares of Postal Savings Bank for a total consideration of RMB12,999,991,000. Upon the completion of the transaction on 17 December 2015, the Company holds no more than 5% of the enlarged issued share capital of Postal Savings Bank. For details, please refer to the announcement published by the Company on the website of the SSE and the HKExnews website of the Hong Kong Exchanges and Clearing Limited on 8 December 2015. Investment business is one of the principal businesses of the Company, among which, equity investment consists of listed equities, unlisted equities and private equity funds, etc; non-equity investment consists of bank deposits, bonds and financial assets such as debt investment plans, trust schemes and wealth management products, etc. VII MAJOR INVESTMENTS China Life Insurance Company Limited Annual Report 2015 Management Discussion and Analysis 24 The Company has rich experience in life insurance management. The predecessor of China Life was the first enterprise to underwrite life insurance business in China, and played the role of an explorer and pioneer in China's life insurance industry. During the long course of its development, the Company has accumulated a wealth of experience in operation and management, has a stable, professional management team, and has become well versed in the art of management in China's life insurance market. The Company's key management team and personnel comprise those who have in-depth knowledge and understanding of the life insurance market in China, including members of the Company's senior management, qualified underwriting personnel, actuaries and experienced investment managers, etc. During the Reporting Period, there was no movement of these personnel which might have material impacts on the Company. The Company is one of the largest institutional investors in China, and through its controlling shareholding in China Life Asset Management Company Limited, the Company is the largest insurance asset management company in China. As at 31 December 2015, the investment assets reached RMB2,287,639 million, an increase of 8.9% from the end of 2014. The Company possesses great financial strength. As at 31 December 2015, the registered capital and the total assets of the Company were RMB28,265 million and RMB2,448,315 million, respectively, which ranked No.1 in China's life insurance industry. As at the end of 2015, the total market capitalization of the Company was US$114,921 million, which ranked No.2 among all listed insurance companies in the world. The Company has the most extensive customer base. As at 31 December 2015, the Company had approximately 216 million long-term individual and group life insurance policies, annuity contracts and long-term health insurance policies in force. BUSINESS OPERATIONS OF OUR MAIN SUBSIDIARIES AND AFFILIATES 411,623 Equity investments 5.31% 19 China Life Insurance Company Limited Annual Report 2015 Management Discussion and Analysis Cash and Cash Equivalents As at the end of the Reporting Period, cash and cash equivalents increased by 61.8% year-on-year. This was primarily due to the needs for liquidity management. Loans As at the end of the Reporting Period, loans increased by 24.5% year-on-year. This was primarily due to an increase in the scale of policy loans and trust schemes, etc. Investment Properties As at the end of the Reporting Period, investment properties decreased by 3.6% year-on-year. This was primarily due to the depreciation of the investment properties. As at the end of the Reporting Period, our investment assets are categorized as below in terms of asset classes: loss. RMB million As at 31 December 2014 Amount Percentage Fixed-maturity investments 77.69% 1,804,598 85.90% Term deposits 562,622 24.59% 1,283 690,156 As at 31 December 2015 Amount Percentage As at the end of the Reporting Period, securities at fair value through profit or loss increased by 160.1% year-on-year. This was primarily due to an increase in the allocation of bonds at fair value through profit or 1,777,180 As at the end of the Reporting Period, available-for-sale securities increased by 26.8% year-on-year. This was primarily due to an increase in the allocation of funds, wealth management products and unlisted equities in light of market conditions in a timely manner. Securities at Fair Value through Profit or Loss 6.60% 150,753 Other fixed-maturity investments² 62,348 2.95% 67,569 Insurance asset management products 44.77% 940,619 43.55% 2.97% Bonds Available-for-Sale Securities As at the end of the Reporting Period, held-to-maturity securities decreased by 2.6% year-on-year. This was primarily due to a decrease in the allocation of treasury bonds. 996,236 Held-to-Maturity Securities As at the end of the Reporting Period, term deposits decreased by 18.5% year-on-year. This was primarily due to a decrease in the allocation of negotiated deposits. 2,246,567 111,475 32.85% Term Deposits Total 145,697 2,448,315 17. PRE-EMPTIVE RIGHTS AND ARRANGEMENTS FOR SHARE OPTIONS According to the Articles of Association and relevant PRC laws, there is no provision for any pre-emptive rights of the shareholders of the Company. At present, the Company does not have any arrangement for share options. 18. MANAGEMENT CONTRACTS No management or administration contracts for the whole or substantial part of any business of the Company were entered into during the Reporting Period. 35 China Life Insurance Company Limited Annual Report 2015 Report of the Board of Directors As at the end of the Reporting Period, none of the Directors, Supervisors and the chief executive of the Company had any interests or short positions in the shares, underlying shares or debentures of the Company or its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the “SFO")) that were required to be recorded in the register of the Company required to be kept pursuant to Section 352 of the SFO or which had to be notified to the Company and the HKSE pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) as set out in Appendix 10 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules"). In addition, the Board has created a code of conduct in relation to the sale and purchase of the Company's securities by Directors and Supervisors, which is no less stringent than the Model Code. Upon specific inquiry by the Company, the Directors and Supervisors have confirmed observation of the Model Code and the Company's own code of conduct in the year of 2015. Independent Directors of the Company have rendered their independent opinions on the Company's external guarantees, and are of the view that: (1) during the Reporting Period, the Company did not provide any external (2) guarantee; the Company's internal control system regarding external guarantees is in compliance with laws, regulations, and the requirements under the “Notice in relation to the Standardization of Capital Flows between Listed Companies and Connected Parties and Issues in relation to External Guarantees Granted by Listed Companies"; and the Company has expressly provided in its Articles of Association the level of authority required for approving external guarantees and the approval procedures. 20. RESPONSIBILITY STATEMENT OF DIRECTORS ON FINANCIAL REPORTS 19. MATERIAL GUARANTEES (3) 11. H SHARE STOCK APPRECIATION RIGHTS 15. DIRECTORS' AND SUPERVISORS' RIGHTS TO ACQUIRE SHARES The Directors are responsible for overseeing the preparation of the financial report for each financial period which gives a true and fair view of the Company's financial position, performance results and cash flow for that period. To the best knowledge of the Directors, there was no material event or condition during the Reporting Period that might have a material adverse effect on the continuing operation of the Company. SHARE CAPITAL 9. Details of the movement in share capital of the Company are set out in Note 34 in the Notes to the Consolidated Financial Statements in this annual report. INFORMATION OF TAX DEDUCTION FOR HOLDERS OF LISTED SECURITIES Shareholders are taxed and/or enjoy tax relief for the dividend income received from the Company in accordance with the “Individual Income Tax Law of the People's Republic of China”, the “Enterprise Income Tax Law of the People's Republic of China”, and relevant administrative rules, governmental regulations and guiding documents. Please refer to the announcement published by the Company on the website of the SSE on 8 June 2015 for the information on income tax in respect of the dividend distributed to A Share shareholders during the Reporting Period, and the announcement published by the Company on the HKExnews website of the Hong Kong Exchanges and Clearing Limited on 28 May 2015 for the information on income tax in respect of the dividend distributed to H Share shareholders during the Reporting Period. 10. PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S SECURITIES During the Reporting Period, save for the issue of Core Tier 2 Capital Securities by the Company as disclosed in "V. Miscellaneous" under the section of “Significant Events" in this annual report, the Company and its subsidiaries did not purchase, sell or redeem any of the Company's listed securities. 16. DISCLOSURE OF INTERESTS OF DIRECTORS, SUPERVISORS AND THE CHIEF EXECUTIVE IN THE SHARES OF THE COMPANY No H Share Stock Appreciation Rights of the Company were granted or exercised in 2015. The Company will deal with such rights and related matters in accordance with the relevant PRC governmental policies. Details of the Board meetings and the Board's performance of its duties during the Reporting Period are set out in the section “Corporate Governance" in this annual report. 34 China Life Insurance Company Limited Annual Report 2015 Report of the Board of Directors 13. DIRECTORS' AND SUPERVISORS' SERVICE CONTRACTS None of the Directors or Supervisors has entered into any service contract with the Company and its subsidiaries that are not terminable within one year or can only be terminated by the Company with payment of compensation (other than statutory compensation). 14. INTERESTS OF DIRECTORS AND SUPERVISORS (AND THEIR CONNECTED ENTITIES) IN MATERIAL TRANSACTIONS, ARRANGEMENTS OR CONTRACTS None of the Directors or Supervisors (and their connected entities) is or was materially interested, directly or indirectly, in any transaction, arrangement or contract of significance entered into by the Company or its controlling shareholders or any of their respective subsidiaries at any time during the Reporting Period or subsisted at the end of the Reporting Period. 12. DAY-TO-DAY OPERATIONS OF THE BOARD 21. BOARD'S STATEMENT ON INTERNAL CONTROL 37 22. MAJOR CUSTOMERS Beijing, China 23 March 2016 8. China Life Insurance Company Limited Annual Report 2015 Report of the Supervisory Committee From left to right: Ms. Wang Cuifei, Ms. Xiong Junhong, Mr. Miao Ping, Mr. Shi Xiangming, Mr. Zhan Zhong ACTIVITIES OF THE SUPERVISORY COMMITTEE 1. 1. 2. 3. Currently, the fifth session of the Supervisory Committee comprises Mr. Miao Ping, Mr. Shi Xiangming, Ms. Xiong Junhong, Mr. Zhan Zhong and Ms. Wang Cuifei, with Mr. Miao Ping acting as the Chairman of the Supervisory Committee. Of the members of the Supervisory Committee, Mr. Miao Ping, Mr. Shi Xiangming and Ms. Xiong Junhong are Non Employee Representative Supervisors, and Mr. Zhan Zhong and Ms. Wang Cuifei are Employee Representative Supervisors. Attending meetings of the Supervisory Committee and diligently discharging their duties. Pursuant to the regulatory requirements of the jurisdictions where the Company is listed, the Articles of Association and the "Procedural Rules for Supervisory Committee Meetings" of the Company, and in accordance with the work arrangement of the Supervisory Committee, the Supervisory Committee convened its regular meetings in a timely manner, at which it considered and approved proposals in relation to the Company's financial reports, periodic reports, internal control, and risk management. In 2015, the fourth and the fifth sessions of the Supervisory Committee held 6 meetings, at which the Supervisors earnestly expressed their views, actively participated in discussions and diligently discharged their duties, thereby providing valuable advice for the business development of the Company. Attending and participating in corporate governance meetings and actively exercising their supervisory role. In 2015, the Supervisory Committee attended the 2014 Annual General Meeting and the First Extraordinary General Meeting 2015 of the Company, and participated in the regular meetings of the Board. All members of the Supervisory Committee participated in the meetings of the Nomination and Remuneration Committee, the Risk Management Committee, and the Strategy and Investment Decision Committee, respectively, in accordance with the work allocation among Supervisors determined by the Supervisory Committee, with a focus on the meetings of the Audit Committee. By attending these meetings, all Supervisors diligently discharged their duties, oversaw the procedures for convening meetings, carefully listened to the matters considered at the meetings, and participated in discussions when necessary, thus bringing positive effects on further enhancement of corporate governance. 88 38 By Order of the Board Yang Mingsheng Chairman In accordance with the requirements of the “Standard Regulations on Corporate Internal Control”, the Board conducted an assessment on internal control relating to the Company's financial reporting functions, and confirmed that its internal control was effective as at 31 December 2015. Ernst & Young Hua Ming LLP and Ernst & Young have been re-appointed as the PRC and international auditors of the Company for the year 2016 at the First Extraordinary General Meeting 2015 held on 29 December 2015. 46.00 During the Reporting Period, the gross written premiums received from the Company's five largest customers accounted for less than 30% of the Company's gross written premiums for the year. 23. SUFFICIENCY OF PUBLIC FLOAT Based on the information publicly available to the Company and within the knowledge of the Directors as at the Latest Practicable Date (23 March 2016), not less than 25% of the issued share capital of the Company (being the minimum public float applicable to the shares of the Company) was held in public hands. 24. COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE The Company has applied the principles of the Corporate Governance Code (the “CG Code”) as set out in Appendix 14 to the Listing Rules, and has complied with all code provisions of the CG Code during the Reporting Period. 36 China Life Insurance Company Limited Annual Report 2015 Report of the Board of Directors 25. AUDITORS Resolutions were passed at the 2014 Annual General Meeting to engage Ernst & Young Hua Ming LLP and Ernst & Young as the PRC and international auditors of the Company for the year 2015, respectively. Ernst & Young Hua Ming LLP and Ernst & Young have been serving as the Company's auditors for three consecutive years. Remuneration paid by the Company to the auditors is subject to approval at the shareholders' general meeting, pursuant to which the Board is authorized to determine the amount and make payment. Audit fees paid by the Company to the auditors will not affect the independence of the auditors. Remuneration paid by China Life Insurance Company Limited to the auditors in 2015 was as follows: Service/Nature Fees (RMB million) Financial report audit fee Internal control audit fee 11.50 Details of the movement in property, plant and equipment of the Company are set out in Note 6 in the Notes to the Consolidated Financial Statements in this annual report. 7. The total amount of charitable donations made by the Company during the Reporting Period was approximately RMB99 million. 1. 2. The Company shall take the investment return for investors into full account and allocate the required percentage of the Company's realized distributable profits to shareholders as dividends each year; The Company shall maintain a sustainable and steady profit distribution policy and at the same time take into consideration the Company's long-term interest, general interest of all the shareholders and the sustainable development of the Company; 3. The Company shall give priority to cash dividends as its profit distribution manner. 31 China Life Insurance Company Limited Annual Report 2015 Report of the Board of Directors (II) In accordance with Article 212 of the Articles of Association, the Company's profit distribution policy is as follows: 1. 2. 3. Profit distribution modes: The Company may distribute dividends in the form of cash or shares or a combination of cash and shares. If practicable, the Company may distribute interim dividends. The Company's dividends shall not bear interest, save in the case where the Company fails to distribute the dividends to the shareholders on the day when dividends were due to have been distributed. Conditions for and percentage of distribution of cash dividends: If the Company makes profits in a given year and the cumulative undistributed profit is positive, the Company shall distribute dividends in the form of cash and the cumulative profits distributed in cash over the past three years by the Company shall be no less than thirty percent (30%) of the average annual distributable profits. If the Company's solvency ratio is less than a hundred percent (100%) of the regulatory requirement, the Company shall not distribute profits to its shareholders. If the Company's solvency ratio is less than one hundred and fifty percent (150%) of the regulatory requirement, the lower of the following two factors shall be the basis for profit distribution: (1) the distributable profit as ascertained under the Accounting Standards for Business Enterprises; (2) the residual overall income ascertained pursuant to the rules for the preparation of the Company's solvency report. Conditions for distribution of share dividends: If the Company's operation is sound and the Board of Directors is of the opinion that share dividends distribution is in the interest of all the Company's shareholders since the Company's stock price does not match the Company's share capital, the Company may propose a share dividends distribution plan if the conditions for cash dividends listed above are satisfied. (III) In accordance with Article 213 of the Articles of Association, the procedures of reviewing the Company's profit distribution proposal is as follows: The Company's profit distribution proposal shall be reviewed by the Board of Directors. The Board of Directors shall have a sufficient discussion of the reasonableness of the profit distribution proposal. After a special resolution regarding the proposal is reached and independent opinions have been given by the Company's Independent Directors, the proposal shall be submitted to the Company's general meeting for approval. In reviewing the profit distribution proposal, the Company shall provide Internet-based voting mechanism to the shareholders. When deliberating on specific cash dividend proposal by the Company's general meeting, the Company shall make active communication with shareholders, especially small- and medium-sized shareholders, through various channels. The Company shall also fully solicit opinions and appeals from small- and medium-sized shareholders, and give timely reply to concerns of small- and medium-sized shareholders. 32 2. (IV) Profit distribution plan and public reserves capitalization plan China Life Insurance Company Limited Annual Report 2015 Report of the Board of Directors (I) FORMULATION AND IMPLEMENTATION OF PROFIT DISTRIBUTION POLICY In accordance with Article 211 of the Articles of Association, the basic principles of the Company's profit distribution are as follows: For details regarding the Company's employees (including the number of employees, composition of professionals, educational levels, remuneration policy and training program), please refer to the section "Directors, Supervisors, Senior Management and Employees" in this annual report. The Company actively promoted the construction of a democratic management system with an employee representative meeting as its basic form to protect the democratic rights of employees and to facilitate the joint development between employees and enterprise. Its head office and branches have fully established the system of employee representative meetings, organized their respective employees to perform democratic management and supervisory role according to law, and inspected and monitored the implementation of any resolutions adopted by employee representative meetings, thus carrying out the supervisory and performing functions of proposals in a serious manner and constantly improving democratic management. China Life Insurance Company Limited Annual Report 2015 Report of the Board of Directors 1. 2. PRINCIPAL BUSINESS The Company is the largest life insurance company in China's life insurance market and possesses the most extensive distribution network in China, comprising exclusive agents, direct sales representatives as well as dedicated and non-dedicated agencies. The Company provides products and services such as individual and group life insurance, accident and health insurance. The Company is one of the largest institutional investors in China, and is China's largest insurance asset management company through its controlling shareholding in China Life Asset Management Company Limited. The Company also has controlling shareholding in China Life Pension Company Limited. BUSINESS REVIEW (I) Overall operation of the Company during the Reporting Period For details of the overall operation of the Company during the Reporting Period, the future development of its business and the principal risks faced by it, please refer to the section of “Management Discussion and Analysis" in this annual report. (II) Environmental policies and performance of the Company The Company actively responded to the call from the PRC government for energy saving and emission reduction, carried out all staff actions on energy saving and environmental protection in great depth, and cut down energy consumption and carbon emission in each operational aspect through the saving of energy, reduction of wastage, optimization of procedures, and utilization of new types of environmental protection materials. The Company formulated and released the “Provisional Measures for the Administration of Energy Saving and Emission Reduction" in 2015 to further regulate the utilization of energy throughout all systems of the Company. It also requested all branches to submit and report to the head office regularly the attainment of environmental indicators each year, established a statistics mechanism for the collection of environmental information, and regulated the utilization, repair and retirement of measuring instruments and equipment for water, electricity, gas, heating and other supplies of the Company. 1. In 2015, the Company continued to conscientiously adopt the working style of diligence and thrift, to actively create the corporate culture of all being thrifty in every aspect, and to cut down energy consumption through the optimization of procedures, innovation of technologies and utilization of new types of environmental protection materials. The Company lowered its costs by reducing the number of meetings and activities, scaling down the size of meetings, and cutting down the number of documents to be issued. Office automation was fully implemented. Electronization of meeting proposals, remote review of proposals, remote handling of meeting affairs and enquiries of meeting files were achieved at the meetings of the Board, the Supervisory Committee and the special committees. Through the establishment of the Research & Development Center and Data Center to construct a centralized operational services system, the Company achieved the centralization of research, development, operation and maintenance, as well as the standardization of services. The daily average approved operations amounted to over 100 million. As a result, the Company lowered carbon emissions while enhancing its efficiency. The Company cut down the use of advertising paper materials as much as possible and effectively saved the paper consumption resulting from paper cheques, letters and insurance policies through the adoption of new electronic services, such as electronic invoices, electronic insurance policies, WeChat, official websites and mobile apps. China Life Insurance Company Limited Annual Report 2015 Report of the Board of Directors (III) Compliance by the Company with the relevant laws and regulations that have a significant impact Under the guidance of the industry's core values of “being trustworthy, assuming risks, emphasizing on services and being legal compliant" all along, the Company stuck to the business compliance concepts of "being compliant from the top level, having responsibility for all to be compliant, and creating value from compliance”, strictly observed and effectively implemented applicable laws and regulations and regulatory requirements, such as the Insurance Law, the Company Law, the “Regulations for the Administration of Insurance Companies", the "Measures for the Administration of Insurance Clauses and Insurance Premium Rates of Personal Insurance Companies”, and the “Interim Measures for the Administration of Utilization of Insurance Funds”, seriously applied the decision made by the National People's Congress for the amendment to the Insurance Law with respect to the disqualification of insurance sales practitioners, and actively put into practice the “Judicial Interpretation (3)” of the Insurance Law promulgated by the Supreme People's Court. The Company also sorted out, assessed, revised and improved the existing business procedures, invoices and vouchers, medical and insurance products, as well as ancillary practices, etc., pushed forward the “Interim Measures for the Supervision of the Internet Insurance Business” issued by the CIRC in a practical manner to further regulate the business conduct of Internet insurance, and voluntarily undertook the social responsibilities of mitigating burdens and serving medical reforms to enable more people to enjoy preferential policies of the PRC government. The Company tried hard to construct a compliance management system covering the whole process of operation and management, such as corporate governance, investment management, sales management and insurance policy services, with a view to fully serving and safeguarding the business development of the Company and its reform and innovation. (IV) Relationship between the Company and its customers It is the core mission of an enterprise to provide high quality services to its customers. The Company regards customer satisfaction and customer experience as the basic standards for assessing its services, and established a customer-oriented business model in order to take customer resources as the engine to create value for the Company. As at the end of the Reporting Period, the Company provided commercial insurance protection services for more than 400 million customers and offered supplementary major medical insurance and policy-oriented insurance such as New Village Cooperative Medical Insurance for nearly 400 million customers. The results of the overall customer satisfaction and customer loyalty increased by 1.2% and 4.8%, respectively, from 2014. In 2015, the Company launched a number of services and activities for developing and improving customer relations in response to the customers' diversified characteristics and demands, including the global emergency services and VIP services for all long-term policyholders that covered multi-layer and various classes of the global emergency, health consultation and VIP care services. The Company constantly stepped up its efforts to offer care to customers by regularly carrying out a variety of sports activities and seminars on health topics, and set up platforms of health services. The Company was also concerned about the growth of teenagers and children, and organized over 6,300 activities, including customer festivals, such as "Hand-in-Hand" series of activities, and “Little Painters of China Life" activities, covering nearly 3 million customers. By innovating new form of services, taking full advantage of Internet technology and adopting mobile communication tools such as WeChat, the Company made its communication with customers more convenient. The Company steadily promoted return visits via WeChat to improve customers' experience. In addition, the Company enhanced its protection of the rights and interests of insurance customers, by establishing a mechanism for protection, and intensified its supervisory function through assessment. In 2015, the number of customer complaints in all systems of the Company decreased by 14% from 2014. 30 China Life Insurance Company Limited Annual Report 2015 Report of the Board of Directors 3. (V) Relationship between the Company and its employees The Company entered into labor contracts with employees in a timely manner to actively create a harmonious labor relationship according to law. Taking into account the moldability of new employees, the Company specifically designed a method to cultivate new employees and adopted measures including tutor counseling, internship rotation and follow-up appraisal, etc. for cultivation purpose. It also expanded the career development path for employees, conducted regular job rotation, two-way selection, communication and practice, education and training, and performance counseling, and implemented base platform exercises and cultivation of professional leaders and talents, etc. to facilitate the career development of employees at all levels. The Company implemented a mechanism for the determination of individual remuneration based on the principle of “salary determined by post and performance” so as to enable its employees to obtain labor remuneration in full that is commensurate with their responsibilities and performance. The Company protected the rights of employees to have rest days and annual leave as conferred by laws and regulations in a practical manner to fully reflect its humanistic concern about employees, and encouraged employees to arrange rest days and annual leave in a scientific way in an attempt to maintain a reasonable work-life balance. 29 PROPERTY, PLANT AND EQUIPMENT Profit distribution plan or public reserves capitalization plan for the of 2015 2013 4.2 4.0 3.0 33 33 distributed 11,871 34,699 34% 11,306 32,211 2014 35% 24,765 34% China Life Insurance Company Limited Annual Report 2015 Report of the Board of Directors 4. 5. 6. CHANGES IN ACCOUNTING POLICIES AND ESTIMATES The changes in accounting policies and estimates of the Company during the Reporting Period are set out in Note 2 and Note 3 in the Notes to the Consolidated Financial Statements in this annual report. RESERVES Details of the reserves of the Company are set out in Note 36 in the Notes to the Consolidated Financial Statements in this annual report. CHARITABLE DONATIONS 8,479 2015 statements financial In accordance with the profit distribution plan for the year 2015 approved by the Board on 23 March 2016, with the appropriation to its discretionary surplus reserve fund of RMB3,438 million (10% of the net profit for 2015), the Company, based on 28,264,705,000 shares in issue, proposed to distribute cash dividends amounting to RMB11,871 million to all shareholders of the Company at RMB0.42 per share (inclusive of tax). The foregoing profit distribution plan is subject to the approval by the 2015 Annual General Meeting to be held on 30 May 2016 (Monday). Dividends payable to domestic shareholders are declared, valued and paid in RMB. Dividends payable to shareholders of the Company's foreign-listed shares are declared and valued in RMB and paid in the currency of the jurisdiction in which the foreign-listed shares are listed (if the Company is listed in more than one jurisdiction, dividends shall be paid in the currency of the Company's principal jurisdiction of listing as determined by the Board). The Company shall pay dividends to shareholders of foreign-listed shares in accordance with PRC regulations on foreign exchange control. If no such regulations are in place, the applicable exchange rate is the average closing rate published by the People's Bank of China one week before the declaration of the distribution of dividends. No public reserve capitalization is provided for in the profit distribution plan for the current financial year. The profit distribution policy of the Company complied with the Articles of Association and the examination and approval procedures of the Company, clearly defined the dividend distribution standards and percentage and the decision-making procedures and systems. Small- and medium-sized shareholders of the Company have sufficient opportunities to express their opinions and appeals, and their legitimate rights have been well protected. The Independent Directors diligently considered the profit distribution policy and expressed their independent opinion in this regard. The dividend distribution of the Company for the recent 3 years is as follows: Year in which dividends were distributed Amount of Transfer of public reserve Number of dividends per bonus stocks per ten shares (shares) ten shares (RMB) into share capital per Amount of cash dividends (inclusive of tax) (inclusive of tax) ten shares (shares) Net profit attributable to equity holders of the Company in the consolidated financial statements for Unit: RMB million Percentage of amount of cash dividends in net profit attributable to equity holders of the Company the year in which in the consolidated dividends were year No arrangements to which the Company or its controlling shareholder or any of their respective subsidiaries is a party, and whose objects are, or one of whose objects is, to enable Directors or Supervisors (including their spouses and children under the age of 18) to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate, subsisted at any time during the Reporting Period or at the end of the Reporting Period. 48 For the year ended 31 December 2015, the management fee paid by CLP&C for the asset management services was RMB0 million; the fees in connection with the sale agency services paid by CLWM, including the sales commission fee, client maintenance fee, handling fee and intermediary fee were RMB0 million; the fees for other daily transactions were RMB0 million. Strengthening training and enhancing duty performance of the Supervisors. In April 2015, Ms. Xiong Junhong attended the training courses for new directors, supervisors and senior management of insurance companies and insurance asset management companies in 2015 organized by the General Office of the CIRC. In 2015, all members of the Supervisory Committee attended the training courses on the PRC insurance market of 2014, which gave them a general review and analysis of the overall situation of the PRC insurance market in 2014 from various aspects, including insurance regulation, industry development and horizontal competition. According to the requirements of the CIRC, members of the Supervisory Committee attended the training course on the "Analysis of China Risk Oriented Solvency System" to ensure the truthfulness, accuracy, completeness and compliance of the solvency report submitted by the Company, and to enhance the solvency of the Company, its risk management capability and the level of public disclosure of its solvency to external parties. To comply with the regulatory requirements, members of the Supervisory Committee have studied training materials relating to anti-money laundering for the purpose of understanding the latest regulatory system in a timely manner. Significant Events II. MATERIAL LITIGATIONS OR ARBITRATIONS During the Reporting Period, the Company was not involved in any material litigation or arbitration. MAJOR CONNECTED TRANSACTIONS (I) Continuing Connected Transactions During the Reporting Period, the following continuing connected transactions were carried out by the Company pursuant to Rule 14A.76(2) of the Listing Rules, including the policy management agreement between the Company and CLIC, the asset management agreement between the Company and AMC, the insurance sales framework agreement between the Company and CLP&C, and the framework agreements entered into by CLWM with the Company, CLIC, CLP&C, China Life Insurance (Overseas) Company Limited (“CLO”) and CLI, respectively. These continuing connected transactions were subject to the reporting, announcement and annual review requirements but were exempt from the independent shareholders' approval requirement under the Listing Rules. CLIC, the controlling shareholder of the Company, holds 60% of the equity interest in CLP&C and 100% of the equity interest in each of CLO and CLI. Therefore, each of CLIC, CLP&C, CLO and CLI constitutes a connected person of the Company. AMC is held as to 60% and 40% by the Company and CLIC, respectively, and is therefore a connected subsidiary of the Company. CLWM is a subsidiary of AMC, and is therefore a connected subsidiary of the Company. During the Reporting Period, the following continuing connected transactions were carried out by the Company under Chapter 14A of the Listing Rules, including the framework agreements entered into by AMP with the Company, Pension Company, CLIC and CLP&C, respectively. These continuing connected transactions were subject to the reporting, announcement, annual review and independent shareholders' approval requirements under the Listing Rules. Such agreements and the transactions thereunder have been approved by the shareholders' general meeting of the Company held on 29 May 2014. AMP is a non-wholly owned subsidiary of AMC and is therefore a connected subsidiary of the Company. During the Reporting Period, the Company also entered into certain continuing connected transactions, including the asset management agreement between CLIC and AMC, which were exempt from the reporting, announcement, annual review and independent shareholders' approval requirements under Chapter 14A of the Listing Rules. In addition, the asset management agreement for alternative investments and the transactions thereunder entered into between the Company and CLI during the Reporting Period were subject to the reporting, announcement and annual review requirements but were exempt from the independent shareholders' approval requirement under the Listing Rules. However, such agreement was subject to approval by the shareholders' general meeting of the Company under the SSE Listing Rules. Such agreement and the transactions thereunder have been approved by the shareholders' general meeting of the Company held on 29 December 2015. China Life Insurance Company Limited Annual Report 2015 The Company has complied with the disclosure requirements under Chapter 14A of the Listing Rules in respect of the above continuing connected transactions. When conducting the above continuing connected transactions during the year, the Company has followed the pricing policies and guidelines formulated at the time when such transactions were entered into. China Life Insurance Company Limited Annual Report 2015 Significant Events 1. Policy Management Agreement 2. Since 30 September 2003, the Company and CLIC have from time to time entered into policy management agreements. The renewed agreement between the parties expired on 31 December 2014. The Company and CLIC entered into the 2015 policy management agreement on 29 December 2014, with a term from 1 January 2015 to 31 December 2017. Pursuant to the 2015 policy management agreement, the Company agreed to provide policy administration services to CLIC relating to the non-transferred policies. The Company acts as a service provider under the agreement and does not acquire any rights or assume any obligations as an insurer under the non-transferred policies. For details as to the method of calculation of the service fee, please refer to Note 33 in the Notes to the Consolidated Financial Statements. The annual cap for each of the three years ending 31 December 2017 is RMB1,037 million. For the year ended 31 December 2015, the service fee paid by CLIC to the Company amounted to RMB950 million. Asset Management Agreements (1) Asset Management Agreement between the Company and AMC Since 30 November 2003, the Company has from time to time entered into asset management agreements with AMC. The renewed asset management agreement between the parties expired on 31 December 2012. On 27 December 2012, the Company entered into the 2012 asset management agreement with AMC, which was for a term of two years effective from 1 January 2013 and has been extended to 31 December 2015 pursuant to the automatic renewal clause. Pursuant to the 2012 asset management agreement, AMC agreed to invest and manage assets entrusted to it by the Company, on a discretionary basis, within the scope granted by the Company and in accordance with the requirements of applicable laws and regulations, regulatory requirements and the investment guidelines given by the Company. In consideration of AMC's services in respect of investing and managing various categories of assets entrusted to it by the Company under the agreement, the Company agreed to pay AMC a service fee. For details as to the method of calculation of the asset management fee, please refer to Note 33 in the Notes to the Consolidated Financial Statements. The annual cap for each of the three years ended 31 December 2015 was RMB1,200 million. On 29 December 2015, the Company entered into the 2016 asset management agreement with AMC, which was for a term of three years from 1 January 2016 to 31 December 2018. Pursuant to the 2016 asset management agreement, AMC will continue to invest and manage assets entrusted to it by the Company. The annual cap for each of the three years ending 31 December 2018 is RMB1,500 million. 41 23 March 2016 Beijing, China Chairman of the Supervisory Committee China Life Insurance Company Limited Annual Report 2015 Report of the Supervisory Committee 2. 4. INDEPENDENT OPINION OF THE SUPERVISORY COMMITTEE ON CERTAIN MATTERS During the Reporting Period, the Supervisory Committee of the Company performed its supervisory duties in a diligent manner in accordance with the requirements of the Company Law, the Articles of Association and the "Procedural Rules for Supervisory Committee Meetings". 1. 2. The Company's operational compliance with the law. During the Reporting Period, the Company's operations were in compliance with the law. The Company's operations and decision-making procedures were in compliance with the Company Law and the Articles of Association. All Directors and senior management of the Company maintained strict principles of diligence and integrity and performed their duties conscientiously. The Supervisory Committee is not aware of any of them having violated any law, regulation, or any provision in the Articles of Association or harmed the interests of the Company in the course of discharging their duties. The authenticity of the financial report. The Company's annual financial report truly and completely reflected the Company's financial position and its operating results. Ernst & Young Hua Ming LLP and Ernst & Young have performed audits and have issued unqualified Independent Auditors' Report on the consolidated financial statements for the year ended 2015 in accordance with the China Standards on Auditing of PRC Certified Public Accountants and the International Standards on Auditing, respectively. 39 China Life Insurance Company Limited Annual Report 2015 Report of the Supervisory Committee 3. 4. 5. Acquisition and sale of assets. During the Reporting Period, the prices for acquisition and sale of assets were fair and reasonable. The Supervisory Committee is not aware of any insider trading, any acts harming the interests of shareholders or incurring any loss to the Company's assets. Connected transactions. During the Reporting Period, the connected transactions of the Company were on commercial terms. The Supervisory Committee is not aware of any acts harming the interests of the Company. Internal control system and self-evaluation report on internal control. During the Reporting Period, the Company sought to improve its internal control system, and continued to improve the effectiveness of such system. The Supervisory Committee of the Company reviewed the self-evaluation report on the Company's internal control systems and did not raise any objection against the self-evaluation report of the Board regarding the Company's internal control systems. 40 By Order of the Supervisory Committee Miao Ping For the year ended 31 December 2015, the Company paid AMC an asset management fee of RMB1,020 million. 42 I. (2) Asset Management Agreement between CLIC and AMC For the year ended 31 December 2015, the subscription price and corresponding subscription fee for the subscription of fund products was RMB0 million, the redemption price and corresponding redemption fee for the redemption of fund products was RMB0 million, the sales commission fee and client maintenance fee paid by AMP were RMB0 million, and the fees for other daily transactions were RMB0 million. (3) Framework Agreement between CLIC and AMP As approved at the thirteenth meeting of the fourth session of the Board and the 2013 Annual General Meeting, CLIC and AMP entered into the “Framework Agreement in relation to Subscription and Redemption of Fund Products" on 30 May 2014. The agreement became effective upon signing by the parties and will expire on 31 December 2016. Pursuant to the agreement, CLIC and AMP will enter into transactions in relation to the subscription and redemption of fund products. Pricing of the transactions under the agreement shall be determined by the parties through arm's length negotiations with reference to the industry practices. For the three years ending 31 December 2016, the annual caps of the subscription price and corresponding subscription fee for the subscription of fund products are RMB5,000 million, RMB10,000 million and RMB10,000 million, respectively; and the annual caps of the redemption price and corresponding redemption fee for the redemption of fund products are RMB5,000 million, RMB10,000 million and RMB10,000 million, respectively. For the year ended 31 December 2015, the subscription price and corresponding subscription fee for the subscription of fund products was RMB6,250.00 million, and the redemption price and corresponding redemption fee for the redemption of fund products was RMB555.47 million. 46 5. China Life Insurance Company Limited Annual Report 2015 Significant Events (4) Framework Agreement between CLP&C and AMP As approved at the thirteenth meeting of the fourth session of the Board and the 2013 Annual General Meeting, CLP&C and AMP entered into the "Cooperation Framework Agreement" on 6 June 2014. The agreement became effective upon signing by the parties and will expire on 31 December 2016. Pursuant to the agreement, CLP&C and AMP will enter into certain daily transactions, including subscription and redemption of fund products, sales agency services and other daily transactions permitted by laws and regulations. Pricing of the transactions under the agreement shall be determined by the parties through arm's length negotiations with reference to the industry practices. For the three years ending 31 December 2016, the annual caps of the subscription price for the fund products are RMB5,000 million, RMB10,000 million and RMB10,000 million, respectively; the annual caps of the redemption price for the fund products are RMB5,000 million, RMB10,000 million and RMB10,000 million, respectively; the annual caps of the subscription fee for the fund products are RMB50 million, RMB100 million and RMB100 million, respectively; the annual caps of the redemption fee for the fund products are RMB50 million, RMB100 million and RMB100 million, respectively; the annual caps of the sales commission fee and client maintenance fee payable by AMP are RMB50 million, RMB100 million and RMB100 million, respectively; and the annual caps of the fees for other daily transactions are RMB50 million, RMB100 million and RMB100 million, respectively. For the year ended 31 December 2015, the subscription price for the fund products was RMB0 million, the redemption price for the fund products was RMB0 million, the subscription fee for the fund products was RMB0 million, the redemption fee for the fund products was RMBO million, the sales commission fee and client maintenance fee paid by AMP were RMB0 million, and the fees for other daily transactions were RMB0.03 million. Framework Agreements with CLWM (1) Framework Agreement between the Company and CLWM As approved at the fourth meeting of the fifth session of the Board, the Company and CLWM entered into the “Framework Agreement in relation to Asset Management Services and Other Daily Transactions" on 30 December 2015. The agreement became effective upon signing by the parties and will expire on 31 December 2017. Pursuant to the agreement, the Company and CLWM will enter into certain daily transactions, including asset management services, sale agency services for asset management products and other daily transactions permitted by laws and regulations. Pricing of the transactions under the agreement shall be determined by the parties through arm's length negotiations with reference to the industry practices. For the three years ending 31 December 2017, the annual caps of the management fee payable by the Company for the asset management services are RMB55 million, RMB180 million and RMB240 million, respectively; the annual caps of fees in connection with the sale agency services payable by CLWM, including the sales commission fee, client maintenance fee, handling fee and intermediary fee are RMB25 million, RMB50 million and RMB100 million, respectively; the annual caps of the fees for other daily transactions are RMB25 million, RMB50 million and RMB100 million, respectively. 47 China Life Insurance Company Limited Annual Report 2015 Significant Events For the year ended 31 December 2015, the management fee paid by the Company for the asset management services was RMB0 million; the fees in connection with the sale agency services paid by CLWM, including the sales commission fee, client maintenance fee, handling fee and intermediary fee were RMB0 million; the fees for other daily transactions were RMB0 million. (2) Framework Agreement between CLIC and CLWM China Life Insurance Company Limited Annual Report 2015 Significant Events For the year ended 31 December 2015, the management fee paid by CLIC for the asset management services was RMB0 million. (3) Framework Agreement between CLP&C and CLWM As approved at the fourth meeting of the fifth session of the Board, CLP&C and CLWM entered into the “Framework Agreement in relation to Asset Management Services and Other Daily Transactions" on 9 March 2016. The agreement became effective upon signing by the parties and will expire on 31 December 2017. Pursuant to the agreement, CLP&C and CLWM will enter into certain daily transactions, including asset management services, sale agency services for asset management products and other daily transactions permitted by laws and regulations. Pricing of the transactions under the agreement shall be determined by the parties through arm's length negotiations with reference to the industry practices. For the three years ending 31 December 2017, the annual caps of the management fee payable by CLP&C for the asset management services are RMB5 million, RMB180 million and RMB300 million, respectively; the annual caps of fees in connection with the sale agency services payable by CLWM, including the sales commission fee, client maintenance fee, handling fee and intermediary fee are RMB2 million, RMB150 million and RMB200 million, respectively; the annual caps of the fees for other daily transactions are RMB5 million, RMB50 million and RMB50 million, respectively. As approved at the thirteenth meeting of the fourth session of the Board and the 2013 Annual General Meeting, Pension Company and AMP entered into the "Framework Agreement in relation to Subscription and Redemption of Fund Products, Sale of Funds and Other Daily Transactions" on 4 September 2014. The agreement became effective upon signing by the parties and will expire on 31 December 2016. Pursuant to the agreement, Pension Company and AMP will enter into certain daily transactions, including subscription and redemption of fund products, sales agency services and other daily transactions permitted by laws and regulations. Pricing of the transactions under the agreement shall be determined by the parties through arm's length negotiations with reference to the industry practices. For the three years ending 31 December 2016, the annual caps of the subscription price and corresponding subscription fee for the subscription of fund products are RMB5,000 million, RMB10,000 million and RMB10,000 million, respectively; the annual caps of the redemption price and corresponding redemption fee for the redemption of fund products are RMB5,000 million, RMB10,000 million and RMB10,000 million, respectively; the annual caps of the sales commission fee and client maintenance fee payable by AMP are RMB50 million, RMB100 million and RMB100 million, respectively; and the annual caps of the fees for other daily transactions are RMB50 million, RMB100 million and RMB100 million, respectively. (2) Framework Agreement between Pension Company and AMP As approved at the fourth meeting of the fifth session of the Board, CLIC and CLWM entered into the "Framework Agreement in relation to Asset Management Services" on 26 January 2016. The agreement became effective upon signing by the parties and will expire on 31 December 2017. Pursuant to the agreement, CLIC will subscribe for the asset management products, in respect of which CLWM acts as the manager, according to its needs of asset allocation. Pricing of the transactions under the agreement shall be determined by the parties through arm's length negotiations with reference to the industry practices. For the three years ending 31 December 2017, the annual caps of the management fee payable by CLIC for the asset management services are RMB40 million, RMB70 million and RMB80 million, respectively. Significant Events the management fee paid by the Company for the asset management for specific clients was RMB1.49 million, and the fees for other daily transactions were RMB0.42 million. Since 30 November 2003, CLIC has from time to time entered into asset management agreements with AMC. The renewed asset management agreement between the parties expired on 31 December 2014. On 31 December 2014, CLIC and AMC entered into the 2015 asset management agreement, and the entrustment term was from 1 January 2015 to 31 December 2015. Pursuant to the 2015 asset management agreement, AMC agreed to invest and manage assets entrusted to it by CLIC on a discretionary basis, subject to the investment guidelines and instructions given by CLIC. In consideration of AMC's services in respect of investing and managing assets entrusted to it by CLIC under the agreement, CLIC agreed to pay AMC a service fee. For details as to the method of calculation of the asset management fee, please refer to Note 33 in the Notes to the Consolidated Financial Statements. The annual cap for the year ended 31 December 2015 was RMB320 million. On 30 December 2015, CLIC and AMC entered into the 2016 asset management agreement, and the entrustment term is from 1 January 2016 to 31 December 2018. Pursuant to the 2016 asset management agreement, AMC will continue to invest and manage assets entrusted to it by CLIC. The annual caps for the three years ending 31 December 2018 are RMB320 million, RMB310 million and RMB300 million, respectively. For the year ended 31 December 2015, CLIC paid AMC an asset management fee of RMB133 million. 43 China Life Insurance Company Limited Annual Report 2015 Significant Events RMB40,000 million or its equivalent in foreign currency. The co-investments of the Company, CLIC and CLP&C shall be limited to cash contribution at the same price in the same related financial products and securitization financial products, and the benefits enjoyed by each of them shall be in proportion to their respective investment amount. As approved at the third meeting of the fifth session of the Board and the First Extraordinary General Meeting 2015, the Company and CLI entered into the 2016 asset management agreement for alternative investments on 3 February 2016, with a term from 1 January 2016 to 30 June 2017. Pursuant to the 2016 asset management agreement for alternative investments, CLI will continue to invest and manage assets entrusted to it by the Company (including equity, real estate, related financial products and securitization financial products), and the Company will pay CLI investment management service fee and performance incentive fee in this regard. During the term of the agreement, the investment management service fee and performance incentive fee payable by the Company to CLI will not exceed RMB1,000 million or its equivalent in foreign currency, in particular, the investment management service fee and performance incentive fee for the year of 2016 will not exceed RMB590 million or its equivalent in foreign currency, and the investment management service fee and performance incentive fee for the first half of 2017 will not exceed RMB410 million or its equivalent in foreign currency. The contractual amount of assets entrusted by the Company to CLI for investment and management will not exceed RMB250,000 million or its equivalent in foreign currency (including the contractual amount already entrusted prior to the execution of the agreement and the contractual amount to be entrusted during the term of the agreement) as at the expiry date of the agreement, in particular, the contractual amount as at 31 December 2016 will not exceed RMB200,000 million or its equivalent in foreign currency, and the contractual amount as at 30 June 2017 will not exceed RMB250,000 million or its equivalent in foreign currency; the contractual amount to be entrusted during the term of the agreement will not exceed RMB150,000 million or its equivalent in foreign currency (including the contractual amount to be entrusted during the year of 2016 of no more than RMB100,000 million or its equivalent in foreign currency, and the contractual amount to be entrusted during the first half of 2017 of no more than RMB50,000 million or its equivalent in foreign currency). The contractual amount of the assets to be entrusted by the Company in its co-investments with CLIC and CLP&C during the term of the agreement will not exceed RMB40,000 million or its equivalent in foreign currency, in particular, the contractual amount of the co-investments to be entrusted by the Company during the year of 2016 will not exceed RMB23,500 million or its equivalent in foreign currency, and the contractual amount of the co-investments to be entrusted by the Company during the first half of 2017 will not exceed RMB16,500 million or its equivalent in foreign currency. For the year ended 31 December 2015, the Company paid CLI investment management service fee and performance incentive fee of RMB167 million in total. As at 31 December 2015, the contractual amount of the assets entrusted by the Company to CLI for investment and management amounted to RMB98,445 million, among which, the contractual amount of the assets newly entrusted by the Company in its co-investment with CLIC and CLP&C was RMBO million. 44 China Life Insurance Company Limited Annual Report 2015 Significant Events (3) Asset Management Agreement for Alternative Investments between the Company and CLI Since 22 March 2013, the Company and CLI have from time to time entered into asset management agreements for alternative investments. As approved at the seventeenth meeting of the fourth session of the Board and the Second Extraordinary General Meeting 2014, the Company and CLI entered into the 2015 asset management agreement for alternative investments on 31 December 2014, with a term of one year from 1 January 2015 to 31 December 2015. Pursuant to the 2015 asset management agreement for alternative investments, CLI will invest and manage assets entrusted to it by the Company, on a discretionary basis, within the scope of utilization of insurance funds as specified by the CIRC and in accordance with the requirements of applicable laws and regulations and the investment guidelines of the Company. The entrusted assets include equity, real estate, related financial products and securitization financial products. The Company will pay CLI the investment management service fee and performance incentive fee in respect of the investment and management services provided by CLI to the Company under this agreement. For details as to the method of calculation of the investment management fee and performance incentive fee, please refer to Note 33 in the Notes to the Consolidated Financial Statements. For the year ended 31 December 2015, the investment management service fee and performance incentive fee payable by the Company to CLI would not exceed RMB500 million. The contractual amount of the assets entrusted by the Company to CLI for investment and management would not exceed RMB150,000 million or its equivalent in foreign currency (including the contractual amount already entrusted prior to the execution of the agreement and the contractual amount to be entrusted during the term of the agreement) as at the expiry date of the agreement. The aforesaid contractual amount shall include the contractual amount of the assets newly entrusted by the Company in its co-investment with CLIC and CLP&C, which shall not exceed 4. 3. China Life Insurance Company Limited Annual Report 2015 For the year ended 31 December 2015, the subscription price and corresponding subscription fee for the subscription of fund products was RMB3,910.01 million, the redemption price and corresponding redemption fee for the redemption of fund products was RMB5,817.71 million, the sales commission fee and client maintenance fee paid by AMP were RMB0 million, As approved at the thirteenth meeting of the fourth session of the Board and the 2013 Annual General Meeting, the Company and AMP entered into the "Framework Agreement in relation to Subscription and Redemption of Fund Products, Sale of Funds, Asset Management for Specific Clients and Other Daily Transactions" on 30 May 2014. The agreement became effective upon signing by the parties and will expire on 31 December 2016. Pursuant to the agreement, the Company and AMP will enter into certain daily transactions, including subscription and redemption of fund products, sales agency services, asset management for specific clients and other daily transactions permitted by laws and regulations. Pricing of the transactions under the agreement shall be determined by the parties through arm's length negotiations with reference to the industry practices. For the three years ending 31 December 2016, the annual caps of the subscription price and corresponding subscription fee for the subscription of fund products are RMB30,000 million, RMB66,000 million and RMB72,600 million, respectively; the annual caps of the redemption price and corresponding redemption fee for the redemption of fund products are RMB30,000 million, RMB66,000 million and RMB72,600 million, respectively; the annual caps of the sales commission fee and client maintenance fee payable by AMP are RMB100 million, RMB300 million and RMB400 million, respectively; the annual caps of the management fee payable by the Company for the asset management for specific clients are RMB10 million, RMB20 million and RMB20 million, respectively; and the annual caps of the fees for other daily transactions are RMB50 million, RMB100 million and RMB100 million, respectively. 45 Framework Agreements with AMP For the year ended 31 December 2015, CLP&C paid the Company an agency service fee of RMB1,464 million, which has slightly exceeded the annual cap for the year of 2015. For further details, please refer to the announcement of the Company dated 23 March 2016. On 18 November 2008, the Company and CLP&C entered into the 2008 insurance sales framework agreement, which expired on 17 November 2011. On 8 March 2012, the Company and CLP&C entered into the 2012 insurance sales framework agreement for a term of two years, which has been extended to 7 March 2015 pursuant to the automatic renewal clause of the agreement. On 8 March 2015, the Company and CLP&C entered into the 2015 insurance sales framework agreement, with a term of two years effective from 8 March 2015. The agreement will automatically be extended for another year after its expiry unless terminated by either party by giving the other party a written notice within 30 days prior to its expiry. Pursuant to the above agreement, CLP&C entrusted the Company to act as an agent to sell selected insurance products within the authorized regions, and agreed to pay an agency service fee to the Company in consideration of the services provided. For details as to the method of calculation of the agency service fee, please refer to Note 33 in the Notes to the Consolidated Financial Statements. The annual caps for the three years ending 31 December 2017 are RMB1,386 million, RMB1,738 million and RMB2,222 million, respectively. Insurance Sales Framework Agreement (1) Framework Agreement between the Company and AMP thousands changes the year the year Gender Age Term Position Name connected ten thousands in RMB ten paid/fee in beginning of at the end of Reason for from the Company Period in RMB held at the shares held emolument Reporting paid by the of shares Number of thousands Remuneration RMB ten (before tax) Lin Dairen Yang Mingsheng received Male Executive Director Xu Hengping No 71.18 31.40 39.78 0 0 Male 57 Since 27 October 2008 Executive Director No 60.19 16.67 43.52 0 0 Since 22 May 2012 Male 60 Chairman, Executive Director parties during the 0 Number The letter "L" denotes a long position. The letter “S” denotes a short position. The letter “P” denotes interest in a lending pool. 1.62% 6.15% 457,721,642 (L) H Shares Interest in controlled corporation BlackRock, Inc. (Note 2) 1.13% 4.27% 318,375,062 (P) 0.34% 1.27% 94,911,965 (S) 1.94% 7.38% 549,486,256 (L) H Shares Beneficial owner, investment manager, trustee and custodian corporation/approved lending agent (Note 1) 57 56 China Life Insurance Company Limited Annual Report 2015 Changes in Ordinary Shares and Shareholders Information (Note 1): JPMorgan Chase & Co. was interested in a total of 549,486,256 H shares in accordance with the provisions of Part XV of the SFO. Of these shares, J.P. Morgan Securities LLC, J.P. Morgan Clearing Corp, J.P. Morgan Investment Management Inc., J.P. Morgan GT Corporation, J.P. Morgan Trust Company of Delaware, J.P. Morgan Whitefriars Inc., J.P. Morgan Securities plc, JPMorgan Chase Bank, N.A., J.P. Morgan Chase Bank Berhad and JPMorgan Asset Management (UK) Limited were interested in 16,807,782 H shares, 1,467,859 H shares, 629,000 H shares, 1,500,000 H shares, 6,240 H shares, 136,758,345 H shares, 66,721,185 H shares, 318,378,337 H shares, 6,913,508 H shares and 304,000 H shares respectively. All of these entities are either controlled or indirectly controlled subsidiaries of JPMorgan Chase & Co. Whether the Company and enterprise received from provident fund emoluments housing Total social insurance, Other benefits, annuity fund 1. CURRENT DIRECTORS DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT Directors, Supervisors, Senior Management and Employees China Life Insurance Company Limited Annual Report 2015 52 57 Save as disclosed above, the Directors, Supervisors and the chief executive of the Company are not aware that there is any party who, as at 31 December 2015, had an interest or short position in the shares and underlying shares of the Company which were recorded in the register required to be kept by the Company pursuant to Section 336 of the SFO. (Note 2): BlackRock, Inc. was interested in a total of 457,721,642 H shares in accordance with the provisions of Part XV of the SFO. Of these shares, BlackRock Investment Management, LLC, BlackRock Financial Management, Inc., BlackRock Institutional Trust Company, National Association, BlackRock Fund Advisors, BlackRock Advisors, LLC, BlackRock Japan Co., Ltd., BlackRock Asset Management Canada Limited, BlackRock Investment Management (Australia) Limited, BlackRock Asset Management North Asia Limited, BlackRock (Netherlands) B.V., BlackRock Advisors (UK) Limited, BlackRock International Limited, BlackRock Asset Management Ireland Limited, BLACKROCK (Luxembourg) S.A., BlackRock Investment Management (UK) Limited, BlackRock Asset Management Deutschland AG, BlackRock Fund Managers Limited, BlackRock Life Limited, BlackRock (Singapore) Limited and BlackRock Asset Management (Schweiz) AG were interested in 2,767,315 H shares, 1,733,000 H shares, 106,339,385 H shares, 166,381,000 H shares, 216,000 H shares, 8,566,352 H shares, 2,397,165 H shares, 953,000 H shares, 23,232,127 H shares, 2,919,000 H shares, 59,540,161 H shares, 3,022,700 H shares, 45,276,186 H shares, 14,313,000 H shares, 15,954,251 H shares, 363,000 H shares, 3,202,000 H shares, 244,000 H shares, 266,000 H shares and 36,000 H shares respectively. All of these entities are either controlled or indirectly controlled subsidiaries of BlackRock, Inc. Of these 457,721,642 H shares, 561,000 H shares were cash settled unlisted derivatives. JPMorgan Chase & Co. held by way of attribution a short position as defined under Part XV of the SFO in 94,911,965 H shares (1.27%). Of these 94,911,965 H shares, 18,090,240 H shares were physically settled listed derivatives, 22,997,300 H shares were cash settled listed derivatives, 58,131 H shares were physically settled unlisted derivatives and 53,346,794 H shares were cash settled unlisted derivatives. Included in the 549,486,256 H shares are 318,375,062 H shares (4.27%), which are held in the “lending pool", as defined under Section 5(4) of the Securities and Futures (Disclosure of Interests-Securities Borrowing and Lending) Rules. Of these 549,486,256 H shares, 19,857,255 H shares were physically settled listed derivatives, 248,000 H shares were cash settled listed derivatives, 3,474,035 H shares were physically settled unlisted derivatives and 43,193,173 H shares were cash settled unlisted derivatives. I Since 11 July 2015 Chang Tso Tung Stephen 19.67 0 44 Since 7 March 2016 Male Independent Director Tang Xin 16.00 0 16.00 0 64 Since 11 July 2015 Male Independent Director Robinson Drake Pike 32.00 0 32.00 Since 20 October 2014 67 Male Independent Director 68.37% 0 30.00 0 2 3 3 3 3 3 2 3 With the approval given at the 2014 Annual General Meeting held on 28 May 2015, the fifth session of the Board of Directors of the Company was elected, and on the same date, the first meeting of the fifth session of the Board of Directors was held, which elected Mr. Yang Mingsheng as the Chairman of the fifth session of the Board of Directors of the Company. With the approval given at the 2014 Annual General Meeting and the approval from the CIRC, Mr. Xu Hengping, Mr. Xu Haifeng, Mr. Liu Jiade and Mr. Robinson Drake Pike were appointed as the Directors with effect from 11 July 2015. With the approval given at the First Extraordinary General Meeting 2015 and the approval from the CIRC, Mr. Tang Xin was appointed as a Director with effect from 7 March 2016. 4. 3. The positions of the Directors in this annual report reflect their positions as at the submission date of this annual report. The emoluments are calculated based on their terms of office during the Reporting Period. According to the “Procedural Rules for Board of Directors Meetings of China Life Insurance Company Limited”, Directors serve for a term of three years and may be re-elected. However, Independent Directors may not serve for more than six years. 2. 1. Notes: 272.07 0 0 Total Yes No Yes Yes Yes Yes Yes Yes No 0 0 0 0 Zhang Xiangxian 0 0 0 0 0 Since 27 October 2008 51 Non-executive Director Male Miao Jianmin 31.24 11.57 19.67 Since 11 July 2015 56 Male Executive Director Xu Haifeng No 31.46 11.79 Non-executive Director Male 30.00 60 0 Since 21 June 2010 69 Male Independent Director Anthony Francis Neoh 0 0 0 0 Since 11 July 2015 53 Male Non-executive Director 0 Since 24 July 2012 54 Male Non-executive Director Wang Sidong Liu Jiade 0 0 Since 24 July 2012 92.80% Other Beneficial owner CHANGES IN SHARE CAPITAL 2. 1. Changes in Ordinary Shares and Shareholders Information China Life Insurance Company Limited Annual Report 2015 53 53 On 29 February 2016, the Company entered into the Share Purchase Agreement with Citigroup Inc. ("Citigroup") and the Equity Transfer Agreement with IBM Credit LLC (“IBM Credit") and Citigroup. Pursuant to such agreements, the Company will purchase from Citigroup and IBM Credit an aggregate of 3,648,276,645 shares of China Guangfa Bank Co., Ltd. (“CGB") at a price of RMB6.39 per share for a total consideration of RMB23,312,487,761.55. Upon the closing of the transaction, the Company will hold 6,728,756,097 shares of CGB, representing 43.686% of the issued share capital of CGB. For details, please refer to the announcement published by the Company on the website of the SSE and the HKExnews website of the Hong Kong Exchanges and Clearing Limited on 29 February 2016. The Company issued the US$1,280 million Core Tier 2 Capital Securities at an initial distribution rate of 4.00% by way of debt issues to professional investors only. The securities (Stock Code: 5540) were permitted for listing and trading on the HKSE on 6 July 2015. 2. 1. MISCELLANEOUS Given that the change of ownership of the above two properties and related land use rights were directed by the co-owners, and all formalities in relation to the change of ownership were proceeded slowly due to reasons such as issues rooted in history and government approvals, CLIC the controlling shareholder of the Company, made further commitment as follows: CLIC will assist the Company in completing, and urge the co-owners to complete, the formalities in relation to the change of ownership in respect of the above two properties and related land use rights as soon as possible. If the formalities cannot be completed due to the reasons of the co-owners, CLIC will take any other legally practicable measures to resolve the issue and will bear any potential losses suffered by the Company as a result of the defective ownership. The Company's Shenzhen Branch and the other co-owners of the properties have issued a letter to the governing department of the original owner of the properties in respect of the confirmation of ownership of the properties, requesting it to report the ownership issue to the State-owned Assets Supervision and Administration Commission of the State Council ("SASAC”), and requesting the SASAC to confirm the respective shares of each co-owner in the properties and to issue written documents in this regard to the department of land and resources of Shenzhen, so as to assist the Company and the other co-owners to complete the formalities in relation to the division of ownership of the properties. China Life Insurance Company Limited Annual Report 2015 Significant Events V. 52 CLIC strictly followed these commitments. As at the end of the Reporting Period, save for the two properties and related land of the Company's Shenzhen Branch, the ownership registration formalities of which had not been completed due to historical reasons, all other formalities in relation to the change of land and property ownership had been completed. The Shenzhen Branch of the Company continues to use such properties and land, and no other parties have questioned or hindered the use of such properties and land by the Company. Prior to the listing of the Company's A Shares (30 November 2006), land use rights were injected by CLIC into the Company during its reorganization. Out of these, four pieces of land (with a total area of 10,421.12 square meters) had not had its formalities in relation to the change of ownership completed. Further, out of the properties injected into the Company, there were six properties (with a gross floor area of 8,639.76 square meters) in respect of which the formalities in relation to the change of ownership had not been completed. CLIC undertook to complete the above-mentioned formalities within one year of the date of listing of the Company's A Shares, and in the event that such formalities could not be completed within such period, CLIC would bear any potential losses to the Company due to the defective ownership. IV. UNDERTAKINGS OF THE COMPANY, SHAREHOLDERS, EFFECTIVE CONTROLLERS, ACQUIRERS, DIRECTORS, SUPERVISORS, SENIOR MANAGEMENT OR OTHER RELATED PARTIES WHICH ARE EITHER GIVEN OR EFFECTIVE DURING THE REPORTING PERIOD Except otherwise disclosed in this annual report, the Company had no other material contracts during the Reporting Period. During the Reporting Period, there was no change in the total number of shares and the share capital of the Company. Entrusted cash asset investment during the Reporting Period or any investment occurred in previous periods but subsisted during the Reporting Period: Investment is one of the principal businesses of the Company. The Company has adopted the mode of entrusted investment for management of its investment assets, and established a diversified framework of entrusted investment management with China Life's internal managers playing the key role and the external managers offering effective The internal managers supports. include AMC and its subsidiaries, and CLI. The external managers comprise both domestic and overseas managers, including fund companies, securities companies and other professional investment management institutions. The Company selected different investment managers based on the purpose of allocation of various types of investments, their risk features and the expertise of different managers, so as to establish a great variety of investment portfolios and improve the efficiency of capital utilization. The Company entered into entrusted investment management agreements with all managers and supervised the managers' daily investment performance through the measures such as investment guidelines, asset entrustment and performance appraisals. The Company also adopted risk control measures in respect of specific investments based on the characteristics of different managers and investment products. ISSUE AND LISTING OF SECURITIES INFORMATION ON SHAREHOLDERS AND EFFECTIVE CONTROLLER Number of shares subject to selling during the Reporting Period Number of shares Increase/decrease Total number of shares held as at the end of the Reporting Period Percentage of shareholding Nature of shareholder Name of shareholder Unit: Shares report No. of H Share shareholders: 30,639 No. of A Share shareholders: 154,287 Total number of ordinary share shareholders as at the No. of H Share shareholders: end of the month prior to the disclosure of this annual 30,651 No. of A Share shareholders: 143,316 Particulars of top ten shareholders of the Company Total number of ordinary share shareholders as at the end of the Reporting Period Total number of shareholders and their shareholdings 1. 3. As at the end of the Reporting Period, the Company had not issued any securities in the last three years. During the Reporting Period, there was no change in the total number of shares and the share structure of the Company due to bonus issues or placings, nor were there any internal employees' shares. restrictions The Company neither gave external guarantees nor provided guarantees to its subsidiaries during the Reporting Period. 4. (1) the transactions were entered into in the ordinary and usual course of business of the Company; The Company's Independent Directors have reviewed the above continuing connected transactions which were subject to the reporting, announcement and/or independent shareholders' approval requirements, and confirmed that: Confirmation by Independent Directors except for the agency service fee of RMB1,464 million paid by CLP&C to the Company in 2015 under the 2015 insurance sales framework agreement, which exceeded the annual cap of RMB1,386 million, nothing has come to the auditors' attention that causes them to believe that the amounts of the continuing connected transactions have exceeded the annual caps disclosed in the previous announcements of the Company. (4) (3) nothing has come to the auditors' attention that causes them to believe that the transactions were not entered into, in all material respects, in accordance with the relevant agreements governing such transactions; and for transactions involving the provision of goods or services by the Company, nothing has come to the auditors' attention that causes them to believe that the transactions were not, in all material respects, in accordance with the pricing policies of the Company; (2) (1) nothing has come to the auditors' attention that causes them to believe that the disclosed continuing connected transactions have not been approved by the Company's Board of Directors; The Board has received a comfort letter from the auditor of the Company with respect to the above continuing connected transactions which were subject to the reporting, announcement and/or independent shareholders' approval requirements, and the letter stated that during the Reporting Period: Confirmation by auditor Significant Events China Life Insurance Company Limited Annual Report 2015 49 For the year ended 31 December 2015, the management fee paid by CLI for the asset management services was RMB0.40 million; the fees in connection with the sale agency services paid by CLWM, including the sales commission fee, client maintenance fee, handling fee and intermediary fee were RMB0 million; the fees for other daily transactions were RMB0 million. As approved at the fourth meeting of the fifth session of the Board, CLI and CLWM entered into the “Framework Agreement in relation to Asset Management Services and Other Daily Transactions" on 3 February 2016. The agreement became effective upon signing by the parties and will expire on 31 December 2017. Pursuant to the agreement, CLI and CLWM will enter into certain daily transactions, including asset management services, sale agency services for asset management products and other daily transactions permitted by laws and regulations. Pricing of the transactions under the agreement shall be determined by the parties through arm's length negotiations with reference to the industry practices. For the three years ending 31 December 2017, the annual caps of the management fee payable by CLI for the asset management services are RMB20 million (including the management fee in an amount of RMB0.4 million paid by CLI to CLWM for the provision of asset management services prior to the execution of the framework agreement), RMB30 million and RMB50 million, respectively; the annual caps of fees in connection with the sale agency services payable by CLWM, including the sales commission fee, client maintenance fee, handling fee and intermediary fee are RMB10 million, RMB40 million and RMB80 million, respectively; the annual caps of the fees for other daily transactions are RMB10 million, RMB40 million and RMB80 million, respectively. (5) Framework Agreement between CLI and CLWM For the year ended 31 December 2015, the management fee paid by CLO for the asset management services was RMB0 million; the fees in connection with the sale agency services paid by CLWM, including the sales commission fee, client maintenance fee, handling fee and intermediary fee were RMB0 million; the fees for other daily transactions were RMB0 million. As approved at the fourth meeting of the fifth session of the Board, CLO and CLWM entered into the "Framework Agreement in relation to Asset Management Services and Other Daily Transactions" on 30 December 2015. The agreement became effective upon signing by the parties and will expire on 31 December 2017. Pursuant to the agreement, CLO and CLWM will enter into certain daily transactions, including asset management services, sale agency services for asset management products and other daily transactions permitted by laws and regulations. Pricing of the transactions under the agreement shall be determined by the parties through arm's length negotiations with reference to the industry practices. For the three years ending 31 December 2017, the annual caps of the management fee payable by CLO for the asset management services are RMB10 million, RMB30 million and RMB50 million, respectively; the annual caps of fees in connection with the sale agency services payable by CLWM, including the sales commission fee, client maintenance fee, handling fee and intermediary fee are RMB5 million, RMB5 million and RMB10 million, respectively; the annual caps of the fees for other daily transactions are RMB5 million, RMB5 million and RMB10 million, respectively. (4) Framework Agreement between CLO and CLWM China Life Insurance Company Limited Annual Report 2015 Significant Events (2) the transactions were conducted on normal commercial terms; During the Reporting Period, the Company neither acted as trustee, contractor or lessee of other companies' assets, nor entrusted, contracted or leased its assets to other companies, the profit or loss from which accounted for 10% or more of the Company's profits for the Reporting Period, nor were there any such matters that occurred in previous periods but subsisted during the Reporting Period. (3) the transactions were entered into in accordance with the agreements governing those continuing connected transactions, and the terms are fair and reasonable and in the interests of shareholders of the Company as a whole; and 3. 2. 1. III. MATERIAL CONTRACTS AND THEIR PERFORMANCE Significant Events China Life Insurance Company Limited Annual Report 2015 51 During the Reporting Period, the Company was not involved in claims, debt transactions or guarantees with connected parties outside the course of its business. (III) Statement on Claims, Debt Transactions and Guarantees etc. with Connected Parties outside the Course of its Business Of the above connected transactions, the transaction in relation to the acquisition of properties from CLI by the Company was subject to the reporting and announcement requirements but was exempt from the independent shareholders' approval requirement pursuant to Rule 14A.76(2) of the Listing Rules. The Company has complied with the disclosure requirements under Chapter 14A of the Listing Rules in respect of such connected transaction. Entrustment of Enterprise Annuity Funds and Account Management Agreement Since 27 July 2009, the Company, CLIC and AMC have from time to time entered into the entrustment of enterprise annuity funds and account management agreements with Pension Company. The renewed agreement between the parties expired on 1 December 2013. On 22 March 2014, the Company, CLIC, AMC and Pension Company entered into a new “Entrustment of Enterprise Annuity Funds and Account Management Agreement of China Life Insurance (Group) Company (including Supplemental Terms for Account Management and Investment Management)”, with a term from 2 December 2013 to 31 December 2016. As a trustee, account manager and investment manager, Pension Company provides trusteeship, account management services and investment management services for the enterprise annuity funds of the Company, CLIC and AMC, and charges trustee management fees, account management fees and investment management fees in accordance with the agreement. The framework agreement expired on 26 June 2015. As at the expiry date of the agreement, 40 properties had been transferred, with a total transaction amount of RMB331 million. On 27 June 2012, the Company and CLI entered into the “Property Transfer Framework Agreement", which was for a term of three years. Pursuant to the framework agreement, the Company proposed to acquire from CLI properties for use by the Company's branches as office premises, which consist of 1,198 properties with a total gross floor area of approximately 803,424.09 square meters. The properties shall be transferred in batches with standalone agreement to be entered into for each transfer. The actual purchase price of each property shall be valued and determined by the qualified intermediaries agreed upon by the parties with reference to prevailing market price. The total consideration for the property purchase is expected to be no more than RMB1,700 million. The parties shall cooperate with each other to complete the transfer of ownership and deliver the properties if standalone property transfer agreements in respect of such properties have been signed prior to the expiry of the framework agreement. The parties shall not transfer any properties under the framework agreement if standalone property transfer agreements in respect of such properties have not been signed prior to the expiry of the framework agreement. Acquisition of Properties from CLI 2. 1. (II) Other Major Connected Transactions China Life Insurance Company Limited Annual Report 2015 Significant Events 50 50 except for the agency service fee of RMB1,464 million paid by CLP&C to the Company in 2015 under the 2015 insurance sales framework agreement, which exceeded the annual cap of RMB1,386 million, the amounts of the above transactions have not exceeded the relevant annual caps. (4) A Shares 19,323,530,000 (L) pledged or frozen State-owned legal person Yang Mingsheng China Life Insurance (Group) Company subsidiaries and affiliates listed in China or abroad during the Reporting Period Shareholdings in other Major businesses Date of incorporation Legal representative Name of company The controlling shareholder of the Company is CLIC, and its relevant information is set out below: Information relating to the Controlling Shareholder and Effective Controller Both Industrial and Commercial Bank of China Limited-China Southern Flexible Allocation of Consumption and Vitality of Hybrid Securities Investment Fund and Industrial and Commercial Bank of China Limited-SSE 50 Exchange Traded Index Securities Investment Fund have Industrial and Commercial Bank of China Limited as their fund depositary. China Universal Asset Management Co., Ltd – Industrial and Commercial Bank of China Limited - China Universal – Tianfu Bull No.53 Asset Management Plan has Industrial and Commercial Bank of China Limited as its asset trustee. Save as above, the Company was not aware of any connected relationship and concerted parties as defined by the "Measures for the Administration of the Takeover of Listed Companies" among the top ten shareholders of the Company. China National Nuclear Corporation and China International Television Corporation became the top 10 shareholders of the Company through the strategic placement during the initial public offering of A Shares of the Company in December 2006. The trading restriction period of the shares from the strategic placement was from 9 January 2007 to 9 January 2008. 3. 2. Details of shareholders 2. HKSCC Nominees Limited is a company that holds shares on behalf of the clients of the Hong Kong stock brokers and other participants of the CCASS system. The relevant regulations of the HKSE do not require such persons to declare whether their shareholdings are pledged or frozen. Hence, HKSCC Nominees Limited is unable to calculate or provide the number of shares that are pledged or frozen. Changes in Ordinary Shares and Shareholders Information China Life Insurance Company Limited Annual Report 2015 1. 54 Securities Investment Fund² 21 July 2003 (CLIC was formerly known as China Life Insurance Company, a company approved and formed by the State Council in January 1999. With the approval of the CIRC in 2003, China Life Insurance Company was restructured as CLIC.) Limited-SSE 50 Exchange Traded Index Insurance services including receipt of premiums and payment of benefits in respect of the in-force life, health, accident and other types of personal insurance business, and the reinsurance business; holding or investing in domestic and overseas insurance companies or other financial insurance institutions; funds management business permitted by national laws and regulations or approved by the State Council of the PRC; other businesses approved by insurance regulatory agencies. 55 China Life Insurance (Group) Company JPMorgan Chase & Co. of shares issued Percentage of the total number Percentage of the respective class of shares Number of shares held Class of shares Capacity Name of substantial shareholder So far as is known to the Directors, Supervisors and the chief executive of the Company, as at 31 December 2015, the following persons (other than the Directors, Supervisors and the chief executive of the Company) had interests or short positions in the shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the “SFO”), or which were recorded in the register required to be kept by the Company pursuant to Section 336 of the SFO, or as otherwise notified to the Company and HKSE: INTERESTS AND SHORT POSITIONS IN THE SHARES AND UNDERLYING SHARES OF THE COMPANY HELD BY SUBSTANTIAL SHAREHOLDERS AND OTHER PERSONS UNDER HONG KONG LAWS AND REGULATIONS During the Reporting Period, there was no change to the controlling shareholder and the effective controller of the Company. As at the end of the Reporting Period, there was no other corporate shareholder holding more than 10% of the shares in the Company. China Life Insurance Company Limited 4. 68.37% China Life Insurance (Group) Company 100% Ministry of Finance of the PRC The effective controller of the Company is the Ministry of Finance of the People's Republic of China. The equity and controlling relationship between the Company and its effective controller is set out below: Changes in Ordinary Shares and Shareholders Information China Life Insurance Company Limited Annual Report 2015 55 As at 31 December 2015, CLIC held 1,785,098,644 shares (H shares) of Town Health International Medical Group Limited, representing 23.90% of its total shares. China Life Insurance (Group) Company +1,675,837 0.04% Allocation of Consumption and Vitality of Hybrid Securities Investment Fund² Limited-China Southern Flexible +34,367,716 34,367,716 +119,719,900 119,719,900 0.42% 0.12% Other Industrial and Commercial Bank of China State-owned legal person Central Huijin Asset Management Limited +19,573,721 520,692,410 +489,145,438 1.84% State-owned legal person China Securities Finance Corporation Limited 7,314,012,229 25.88% Overseas legal person HKSCC Nominees Limited 19,323,530,000 68.37% China National Nuclear Corporation³ 11,996,529 China International Television Corporation 0.07% According to the requirements of the relevant PRC policies, the final amount of emoluments of the Chairman and Executive Directors is currently subject to review and approval. The result of the review will be disclosed when the final amount is confirmed. Industrial and Commercial Bank of China Equity Securities Investment Fund Credit Suisse Internet Plus Stock +12,903,409 12,903,409 0.05% Other Bank of Communications Co., Ltd - ICBC 2 Tianfu Bull No. 53 Asset Management Plan - Industrial and Commercial Bank of China Limited-China Universal - +15,015,845 15,015,845 0.05% Other China Universal Asset Management Co., Ltd 18,452,300 0.07% State-owned legal person 20,000,000 State-owned legal person 58 0 0 Male Independent Director Huang Yiping 28 May 2015 13.33 0 333 13.33 0 4 June 2009- 66 Male Independent Director Bruce Douglas Moore May 2015 December 2009- Vice President 28 May 2015 39.12 19.45 19.67 0 0 52 20 October 2014 - 0 0 Female 51 24 July 2012- 11 July 2015 Representative Supervisor Employee Yang Cuilian 430 44.30 21.35 22.95 25 001 16 March 2006 - 11 July 2015 57 1 July 2014- the Supervisory Committee Chairperson of Xia Zhihua 7 March 2016 No Resigned according to relevant policies Board No Retired due to the expiration of session of the Retired due to adjustment of work arrangements No Retired due to the expiration of session of the Board 32.00 0 32.00 Female 61 Executive Director Male Miao Ping 8 May 2015 the beginning the end of the from the Company Period in RMB paid/fee in share held at share held at emolument Reporting paid by the Remuneration Number of Number of received Reason for during the Whether and enterprise the Company provident fund received from housing emoluments Total insurance, Other benefits, social RESIGNATION AND RETIREMENT OF DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT Directors, Supervisors, Senior Management and Employees China Life Insurance Company Limited Annual Report 2015 4. annuity fund 0 RMB ten connected August 2008- Vice President arrangements 8 May 2015 Yes Resigned due to adjustment of work 26.28 13.17 13.11 0 0 1 July 2014- in RMB ten ten thousands 53 Su Hengxuan Reason for changes parties (before tax) thousands thousands changes year of the year Previous Position Gender Age Term Name Executive Director Male 0 67.76 21.82 Mr. Robinson Drake Pike, born in 1951, American Directors, Supervisors, Senior Management and Employees China Life Insurance Company Limited Annual Report 2015 65 Mr. Chang became an Independent Director of the Company in October 2014. He served as the Vice Chairman of the Greater China Region of Ernst & Young, the Managing Partner for professional services and the Chairman of auditing and consulting service of Ernst & Young until his retirement in 2004. From 2007 to 2013, Mr. Chang was an Independent Non-executive Director of China Pacific Insurance (Group) Co., Ltd. Mr. Chang is currently an Independent Non-executive Director of China Cinda Asset Management Co., Ltd., Kerry Properties Limited and Hua Hong Semiconductor Limited, all of which are listed on the HKSE. Mr. Chang has been practicing as a certified public accountant in Hong Kong for around 30 years and has extensive experience in accounting, auditing and financial management. Mr. Chang holds a Bachelor of Science degree from the University of London, and is a fellow member of the Institute of Chartered Accountants in England and Wales. Mr. Chang Tso Tung Stephen, born in 1948, Chinese Mr. Neoh became an Independent Director of the Company in June 2010. He currently serves as a member of the International Consultation Committee of the CSRC. He previously served as Chief Advisor to the CSRC, a member of the Basic Law Committee of the Hong Kong Special Administrative Region under the Standing Committee of the National People's Congress of China, and the Chairman of the Hong Kong Securities and Futures Commission, etc. From 1996 to 1998, he was the Chairman of the Technical Committee of the International Organization of Securities Commissions. He was appointed as Queen's Counsel (since retitled as Senior Counsel) in Hong Kong in 1990. Mr. Neoh graduated from the University of London with a Bachelor's degree in Law in 1976. He is a barrister of England and Wales and admitted to the State Bar of California. In 2003, he was conferred the Doctorate in Laws, honoris causa, by the Chinese University of Hong Kong. He was elected Honorary Fellow of the Hong Kong Securities Institute and Academician of the International Euro-Asian Academy of Sciences in 2009. Mr. Neoh was a Non-executive Director of Global Digital Creations Holdings Limited from November 2002 to December 2005, and the Manager of the Link Real Estate Investment Trust and an Independent Non-executive Director of the Link Management Limited from September 2004 to March 2006. He served as an Independent Non-executive Director of Bank of China Limited from August 2004 to September 2013. Since December 2014, he has been an Independent Non-executive Director of CITIC Limited. Since April 2015, he has been an Independent Non-executive Director of the Industrial and Commercial Bank of China Co., Ltd. Mr. Anthony Francis Neoh, born in 1946, Chinese Directors, Supervisors, Senior Management and Employees China Life Insurance Company Limited Annual Report 2015 64 Mr. Pike became an Independent Director of the Company in July 2015. Before his retirement from Goldman Sachs in 2014, Mr. Pike served as the Managing Director of Goldman Sachs and the Chief Representative of the Beijing Representative Office of Goldman Sachs International Bank UK from August 2011 to May 2014, and the Managing Director of Goldman Sachs and the senior advisor and project coordinator sent to the Industrial and Commercial Bank of China by Goldman Sachs from January 2007 to August 2011. From July 2000 to December 2006, he was the Senior Vice President of Lehman Brothers and the Deputy Head and Head of Asia Credit Risk Management of Lehman Brothers. Mr. Pike currently sits on the four-member Committee of Inspection of Peregrine Fixed Income Limited. He has over 30 years of experience in the Asian financial industry with a focus on risk management and China's banking industry. He holds a Bachelor of Arts degree in Chinese Language and Literature from Yale University and a Master of Public Affairs degree in development economics from Princeton University's Woodrow Wilson School. Mr. Liu became a Non-executive Director of the Company in July 2015. He is the Vice President of China Life Insurance (Group) Company and the Chairman of China Life Pension Company Limited. Mr. Liu has been a Director of China Guangfa Bank Co., Ltd. since December 2006 and a Supervisor of Sinopec Sales Company Limited since March 2015. He served as the Deputy Director and the Director of the Trade and Finance Department of the Ministry of Finance, the Deputy County Magistrate (as a titular position) of Guantao County People's Government in Hebei Province, and the Deputy Director of the Finance Department of the Ministry of Finance. Mr. Liu served as the Vice President of the Company from 2003 to March 2014, and also concurrently served as a Director of China Life Asset Management Company Limited, a Director of China Life Property and Casualty Insurance Company Limited, and a Director of China Life Franklin Asset Management Company Limited. He is currently a member of the Accounting Informatization Committee of the Ministry of Finance. Mr. Liu, a Senior Economist, graduated from the Central Finance College (now known as the Central University of Finance and Economics) majoring in Finance with a Bachelor's degree in Economics. Mr. Wang became a Non-executive Director of the Company in July 2012. He has been the Vice President of China Life Insurance (Group) Company, the Chairman of China Life Investment Holding Company Limited, and a Director of China Life Pension Company Limited since June 2004. Mr. Wang worked for the Ministry of Foreign Economic Relations and Trade, the Xinhua News Agency Hong Kong Branch, and the Hong Kong Chinese Enterprises Association. He served as the Deputy Director of the General Office of China Life Insurance Company, the Deputy General Manager of its Zhejiang Branch and the Deputy Director of the Shares Reform Office of China Life from 2000. Mr. Wang was the Director of the General Office of China Life Insurance (Group) Company in 2003. Mr. Wang, a Senior Economist, graduated from Shandong University with a Bachelor's degree in Arts, majoring in Chinese Language and Literature. Mr. Wang Sidong, born in 1961, Chinese Mr. Zhang became a Non-executive Director of the Company in July 2012. He has been the Secretary of Commission for Disciplinary Inspection of China Life Insurance (Group) Company since October 2006, and the Vice President of China Life Insurance (Group) Company since August 2008. Mr. Zhang has many years of experience in the insurance industry and held various positions from 1993 to 2006, including the Director of the Promotion Division of General Office and Deputy General Manager of General Office of the People's Insurance Company of China, the Office Director of the CIRC, the Deputy Office Director (responsible for daily operation) of Shenzhen office of the CIRC, and the Director of Administrative Department of Representative Agencies of the CIRC. Mr. Zhang is a Senior Editor and obtained a Master's degree in Business Administration for senior management from Zhongnan University of Economics and Law. Mr. Zhang Xiangxian, born in 1955, Chinese Directors, Supervisors, Senior Management and Employees China Life Insurance Company Limited Annual Report 2015 69 63 Mr. Miao became a Non-executive Director of the Company in October 2008. He is the Vice Chairman and President of China Life Insurance (Group) Company. He is concurrently a Director of China Life Asset Management Company Limited, a Director of China World Trade Center Co., Ltd., and an Executive Director of China Finance 40 Forum. He was awarded special allowance by the State Council. In 2009, he was named as a "State-level Candidate for the New Century Talents Project” and one of the “60 People in China Insurance Industry in the 60- year History of New China". Mr. Miao graduated from the Central University of Finance and Economics with a Doctorate in Economics. Before that, Mr. Miao graduated from the post- graduate division of the People's Bank of China with a Master's degree in Money and Banking, and the Central University of Finance and Economics with a Bachelor's degree in Insurance. Mr. Miao is a Senior Economist. Mr. Miao Jianmin, born in 1965, Chinese Mr. Xu became an Executive Director of the Company in July 2015. He has been the Vice President of the Company since November 2014. He has been the Business Controller of the Company since February 2014, and concurrently serves as the General Manager of Hebei Branch of the Company. Mr. Xu served as the General Manager of Beijing Branch and the General Manager of Hebei Branch of the Company from 2006 to 2014. Prior to that, Mr. Xu served as the Deputy General Manager and General Manager of Linyi Branch in Shandong Province and the General Manager of the Sales Management Department in Shandong Branch of the Company, the General Manager of Jinan Branch and the Deputy General Manager of Beijing Branch of the Company. Mr. Xu graduated from Linyi Foreign Language Normal University in 1982, from Shandong Provincial Party School majoring in Economic Management in 1996, and obtained a Master's degree in Business Administration from Zhongnan University of Economics and Law in 2007. Mr. Xu, a Senior Economist, has over 30 years of experience in the operation of life insurance business and insurance management. Mr. Liu Jiade, born in 1963, Chinese Mr. Xu Haifeng, born in 1959, Chinese Mr. Tang Xin, born in 1971, Chinese 66 68 Mr. Li became the Vice President of the Company in November 2014. He became the Chief Actuary of the Company in March 2012. Mr. Li joined the Company in 1996 and subsequently served as Deputy Director, Director, Assistant to the General Manager of the Product Development Department, Responsible Actuary of the Company and General Manager of the Actuarial Department. He graduated from Shanghai Jiaotong University majoring in Computer Science with a Bachelor's degree in 1991, Central University of Finance and Economics majoring in Monetary Banking (Actuarial Science) with a Master's degree in 1996 and Tsinghua University with an EMBA in 2010, and also studied in University of Pennsylvania in the United States in 2011. Mr. Li is a Fellow of the China Association of Actuaries (FCAA) and a Fellow of the Institute and Faculty of Actuaries (FIA). He was the Chairman of the first session of the China Actuarial Working Committee and the Secretary-general of both the first and the second sessions of the China Association of Actuaries. He is currently an Executive Director of the China Association of Actuaries and a Special Executive of the Board of Directors of the Insurance Institute of China. Mr. Li Mingguang, born in 1969, Chinese Mr. Xu Haifeng, please see the section “Directors” for his profile. Mr. Xu Hengping, please see the section “Directors” for his profile. Mr. Lin Dairen, please see the section "Directors" for his profile. SENIOR MANAGEMENT Ms. Wang became a Supervisor of the Company in July 2015. She has been the General Manager of the Customer Services Department of the Company since September 2014. Ms. Wang served as the General Manager of the Sales Inspection Department of the Company from March 2009 to August 2014. She joined the Company in July 2001, and has served successively as the person-in- charge (deputy director level) and General Manager (division level) of the Training Management Division of the Brokerage Agency Department, Deputy General Manager of the Bancassurance Department and General Manager of the Sales Inspection Department of the Company. Ms. Wang graduated from the Party School of the Central Committee of CPC with a Bachelor's degree in Economic Management. Ms. Wang Cuifei, born in 1964, Chinese Mr. Zhan became a Supervisor of the Company in July 2015. He has been the General Manager of the Individual Insurance Division of the Company (general manager level of provincial branches) since July 2014. Mr. Zhan served as the General Manager of the Company's Qinghai Branch from January 2014 to June 2014. Mr. Zhan joined the Company in November 1994, and has successively served as the General Manager of the Individual Insurance Division of the Company's Guangdong Branch, Assistant to the General Manager of the Company's Guangdong Branch, Deputy General Manager (responsible for daily operation) and General Manager of the Individual Insurance Division of the Company and Deputy Secretary of the Party Committee and Deputy General Manager (responsible for daily operation) of the Company's Qinghai Branch. Mr. Zhan graduated from Kunming Institute of Technology with a Bachelor's degree in Computer and Automation. Mr. Zhan Zhong, born in 1968, Chinese Mr. Tang became an Independent Director of the Company in March 2016. He is a professor of the School of Law of Tsinghua University, the Deputy Head of the Commercial Law Research Center of Tsinghua University, an associate editor of "Tsinghua Law Review", a member of the Listing Committee of the Shanghai Stock Exchange, the Chairman of the Independent Director Committee of the Listed Companies Association of the PRC, and an Independent Director of each of Harvest Fund Management Co., Ltd., GF Securities Co., Ltd., and Oriza Holdings Co., Ltd. Mr. Tang was elected as a member of the first and second sessions of the Merger, Acquisition and Reorganization Review Committee of the China Securities Regulatory Commission from 2008 to 2010. He served as an Independent Director of China Spacesat Co., Ltd. from 2008 to 2014, an Independent Director of each of SDIC Power Holdings Co., Ltd. and Changjiang Securities Company Limited from 2009 to 2013, and an Independent Director of Beijing Rural Commercial Bank Co., Ltd. from 2009 to 2015. Mr. Tang graduated from Renmin University of China with Bachelor's, Master's and Doctorate degrees in Law. e China Life Insurance Company Limited Annual Report 2015 67 Ms. Xiong became a Supervisor of the Company in October 2014. She is a Senior Economist with a PhD in Finance from Nankai University. From July 1993 to August 2003, Ms. Xiong worked at the Banking Department and Trust Department of China People's Insurance Trust and Investment Company, and the Assets Management Department of China Life Insurance Company. Ms. Xiong has been the Director of the Assets Management Department of China Life Insurance (Group) Company since September 2003, the Senior Manager of the Strategic Planning Department of China Life Insurance (Group) Company since August 2006, an Assistant to the General Manager of the Strategic Planning Department of China Life Insurance (Group) Company since September 2008, an Assistant to the General Manager (equivalent to the rank of departmental deputy general manager of China Life Insurance (Group) Company) of the Company's Hebei Branch since December 2010, and the Deputy General Manager of the Strategic Planning Department of China Life Insurance (Group) Company since June 2013. Ms. Xiong has many years of experience in strategic management and investment research, and has extensive working experience in assets preservation, risk management, management of retained assets, investment research and strategic planning. Ms. Xiong Junhong, born in 1968, Chinese Mr. Shi became a Supervisor of the Company in May 2009, and has been the General Manager of the Supervisory Department of the Company since September 2008. Mr. Shi served as Deputy General Manager of the Human Resources Department and Office Director of the Company from September 2003 to September 2008. From March 2002 to August 2003, Mr. Shi served as the Deputy General Manager of the Supervisory Department of China Life Insurance Company. Mr. Shi graduated from the Chemistry School of the first branch college of Peking University with a Bachelor of Science degree. Mr. Shi Xiangming, born in 1959, Chinese Mr. Miao became the Chairman of the Supervisory Committee of the Company in July 2015. He has been an Executive Director of the Company since July 2014, the Vice President of the Company since December 2009, the General Manager of the Company's Jiangsu Branch since September 2006, the General Manager of the Company's Jiangxi Branch since September 2004, and the Deputy General Manager of the Company's Jiangsu Branch since April 2002. Mr. Miao graduated from the Correspondence College of Yangzhou University in 1996, majoring in Economics and Management. Mr. Miao, a Senior Economist, has over 30 years of experience in the operation of life insurance business and the management of insurance business. Mr. Miao Ping, born in 1958, Chinese SUPERVISORS Directors, Supervisors, Senior Management and Employees China Life Insurance Company Limited Annual Report 2015 Directors, Supervisors, Senior Management and Employees 60 Mr. Xu became an Executive Director of the Company in July 2015. He has been the Vice President of the Company since November 2014, the Chief Operating Officer of the Company since August 2010, the General Manager of the Company's Fujian Branch since April 2007, the Deputy General Manager of the Company's Fujian Branch since December 2002, an Assistant to the General Manager of the Company's Fujian Branch since September 1998, and a Director of Personal Insurance Division of the Company's Fujian Branch since July 1996. Mr. Xu once served as the General Manager of the Sales Department and General Manager of Longyan Branch of Fuzhou Life Insurance Company Limited. Mr. Xu graduated from Hunan University, majoring in Finance. Mr. Xu, a Senior Economist, has over 30 years of experience in operation of the life insurance business and insurance management. 2 0 9.84 0 0 March 2013- March 2015 52 Male Vice President Liu Anlin market 45 18.07 94.76 39 73.28 2,000 Bought from the secondary 0 Male 45 24 July 2012 - 11 July 2015 Representative Supervisor Employee Li Xuejun No Retired due to the expiration of session of the Supervisory Committee No Retired due to the expiration of session of the Supervisory Committee 89.58 21.48 Mr. Xu Hengping, born in 1958, Chinese Huang Xiumei Female 48 Directors, Supervisors, Senior Management and Employees China Life Insurance Company Limited Annual Report 2015 662 Mr. Lin became an Executive Director of the Company in October 2008, and was appointed as the President of the Company by the Board in March 2014. He serves concurrently as a Non- executive Director of China Life Property and Casualty Insurance Company Limited, China Life Pension Company Limited and China Life Asset Management Company Limited. He served as the Vice President of the Company from 2003 to March 2014, and an Executive Director and the President of China Life Pension Company Limited from November 2006 to March 2014. Mr. Lin graduated with a Bachelor's degree in Medicine from Shandong Province Changwei Medical Institute in 1982. Mr. Lin, a Senior Economist, has over 30 years of experience in the operation of the life insurance business and insurance management, and was awarded special allowance by the State Council. He is currently the Chairman of the China Life Foundation, the Vice Chairman of the Insurance Institute of China and the Insurance Association of China, the Director of the Life Insurance Committee of the Insurance Association of China and a Non- executive Director of China's Insurance Protection Fund Co., Ltd. Mr. Lin Dairen, born in 1958, Chinese Mr. Yang became the Chairman and an Executive Director of the Company in May 2012. He has been the Chairman of China Life Insurance (Group) Company since March 2012, the Chairman of China Life Property and Casualty Insurance Company Limited since March 2012, the Chairman of China Life Insurance (Overseas) Company Limited since January 2013, and the Chairman of China Life Asset Management Company Limited since December 2013. Mr. Yang has many years of experience in financial industry. He acted as the Vice Chairman of China Insurance Regulatory Commission from 2007 to 2012, and worked in Agricultural Bank of China from 1980 to 2007, where he held various positions such as the Vice President of Shenyang Branch, Head of Industrial Credit Department and President of Tianjin Branch. He was appointed as the Vice President of Agricultural Bank of China in 1997 and was then promoted to the President of Agricultural Bank of China in 2003. Mr. Yang, a Senior Economist, graduated from the Faculty of Finance of Nankai University, majoring in Monetary Banking with a Master's degree in Economics. Mr. Yang Mingsheng, born in 1955, Chinese DIRECTORS Directors, Supervisors, Senior Management and Employees China Life Insurance Company Limited Annual Report 2015 61 Financial Controller 429.98 0 Total arrangements No Retired due to adjustment of work Yes Resigned due to adjustment of work arrangements No Retired due to the expiration of session of the Supervisory Committee 72.54 35.85 36.69 0 December 2014 - February 2016 2,000 With the approval given at the first meeting of the fifth session of the Board of Directors of the Company and the approval from the CIRC, Mr. Xiao Jianyou was appointed as an Assistant President of the Company with effect from 21 July 2015. 8.23 The positions of the members of the Senior Management in this annual report reflect their positions as at the submission date of this annual report. The emoluments are calculated based on their terms of office during the Reporting Period. No 82.18 13.75 68.43 0 Since 11 July 2015 Male 47 Employee Representative Zhan Zhong Yes 0 0 0 0 0 Since 20 October 2014 Female 47 Supervisor Xiong Junhong No 160.35 34.21 126.14 Supervisor Wang Cuifei Employee Representative Female 52 Since 11 July 2015 0 3. CURRENT SENIOR MANAGEMENT Directors, Supervisors, Senior Management and Employees China Life Insurance Company Limited Annual Report 2015 59 59 According to the requirements of the relevant PRC policies, the final amount of emoluments of the Chairman of the Supervisory Committee is currently subject to review and approval. The result of the review will be disclosed when the final amount is confirmed. With the approval given at the 2014 Annual General Meeting held on 28 May 2015, the fifth session of the Supervisory Committee of the Company was elected. With the approval given at the 2014 Annual General Meeting and the approval from the CIRC, Mr. Miao Ping was appointed as a Non Employee Representative Supervisor of the Company with effect from 11 July 2015. With the approval given at the first meeting of the second session of the Employee Representative Meeting of the Company and the approval from the CIRC, Mr. Zhan Zhong and Ms. Wang Cuifei were appointed as Employee Representative Supervisors of the Company with effect from 11 July 2015. The first meeting of the fifth session of the Supervisory Committee was held on 24 July 2015, which elected Mr. Miao Ping as the Chairman of the fifth session of the Supervisory Committee of the Company. The positions of the Supervisors in this annual report reflect their positions as at the submission date of this annual report. The emoluments are calculated based on their terms of office during the Reporting Period. Pursuant to the Articles of Association, Supervisors serve for a term of three years and may be re-elected. 4. 3. 0 2. 343.76 0 0 Notes: Total Supervisor No 69.56 13.65 55.91 0 1. 0 Since 25 May 2009 56 Reporting emolument held at the shares held paid/fee in Company Period in RMB from the beginning of at the end of Reason for RMB ten in RMB ten ten thousands connected paid by the Name Gender Age Term the year the year changes thousands thousands (before tax) parties Miao Ping Chairman of the Male 57 Since 11 July 2015 According to the requirements of the relevant PRC policies, the final amount of emoluments of the Senior Management is currently subject to review and approval. The result of the review will be disclosed when the final amount is confirmed. Position Other benefits, social insurance, Remuneration received Male Supervisor Shi Xiangming Supervisory Committee No 31.67 12.00 19.67 2. China Life Insurance Company Limited Annual Report 2015 Directors, Supervisors, Senior Management and Employees of shares Number of Other benefits, Total housing emoluments provident fund received from and enterprise the Company Whether Number annuity fund during the social insurance, Total CURRENT SUPERVISORS emoluments No 70.60 31.26 39.34 0 0 Male 45 Since November 2014 Vice President Yang Zheng March 2012 Chief Actuary since Xiao Jianyou Zheng Yong Total November 2014 and No 70.03 30.69 39.34 0 0 Male 46 As Vice President since Vice President, Li Mingguang No 70.20 Chief Actuary 30.86 Assistant President 47 3. housing 2. 1. Notes: 456.20 0 0 No 71.35 34.66 Male 36.69 0 Since June 2013 53 Male Board Secretary No 33.06 14.71 18.35 0 Since July 2015 0 39.34 0 0 Position Name connected ten thousands in RMB ten Reason for paid in RMB the end of beginning of from the Company Period in RMB Remuneration Gender Age Term emolument paid by the of share Number of received during the annuity fund Number Whether the Company 0 and enterprise provident fund received from Reporting the year held at the share held at changes ten thousands Xu Haifeng the year No Male 56 Since November 2014 69.78 30.44 39.34 0 Vice President Since November 2014 Male 57 Vice President 0 President (before tax) Xu Hengping parties Lin Dairen Male 57 thousands 39.78 31.40 71.18 No Since April 2014 Shareholders' General Meeting Corporate Governance China Life Insurance Company Limited Annual Report 2015 OVERVIEW OF CORPORATE GOVERNANCE The Company implements good corporate governance policies and strongly believes that through fostering sound corporate governance, further enhancing its transparency and establishing effective system of accountability, the Company can operate in a more systematic manner, make decisions in a more scientific way, and boost the confidence of investors. Decision Committee Risk Management Committee Supervisory Committee Audit Committee Nomination and Remuneration Committee Board Secretary Board Secretariat/Company Secretary Strategy and Investment Board of Directors 72 52,264 Adhering to the philosophy of "people-oriented and both capability and integrity being equally important”, the Company has been promoting the unity between the growth of the Company and its employees in a harmonious way. In 2015, the Company pushed forward employees' training to local branches and frontline business management teams for further in-depth development under the direction of its “innovation-driven growth" strategy. With the aim of transforming training results into operating performance, the annual training plan is designed to strengthen training support for key personnel of the Company, including local management teams, sales management teams and key personnels in all professional sectors, increase training resources for companies in key cities and working units with faster business development, and focus on the training of the pool of talents of companies at all levels, thus increasing the value of training for the purposes of improving operating performance and achieving business targets. The Company's education and training departments at all levels actively broadened their horizon for training and offered innovative ways of training, which improved the training resources protection system for the entire career development of employees. Through the implementation of a series of training programs with prominent themes and clear objectives, the education and training departments effectively promoted the relevant work of the Company in business development, team building, culture cultivation, service improvement, efficiency optimization and risk prevention in 2015. Others (Corporate Governance Structure Chart) Secondary School Total Number of Employees 3,480 72 34,918 5,240 98,823 Remuneration Policy The Company has established a remuneration and incentive system with reference to employee's positions, the Company's performance and market conditions. 3. Training Plans 2,921 With the establishment of a corporate governance system with reasonably designed structure, well-developed mechanism, strict rules and regulations, as well as high efficiency in operation as its core objectives, the Company continues to promote development of its corporate governance framework, strictly perform its obligation of information disclosure, enhance its transparency and actively serve the interest of public investors so as to enhance its image and position in the capital market. SHAREHOLDERS' GENERAL MEETING 2. 28 May 2015 College Diploma Date of publication of resolutions 2014 Annual General Meeting Index for websites on which resolutions were published Date of the meeting Session of the meeting 1. Shareholders' general meetings convened during the Reporting Period are as follows: The shareholders' general meeting, as an organ of the highest authority of the Company, exercises its duties and functions in accordance with relevant laws. Its duties and powers include the election, appointment and removal of Directors and Non Employee Representative Supervisors, review and approval of the reports of the Board and the Supervisory Committee, review and approval of the annual budget and final accounts of the Company, and any other matters required by the Articles of Association to be approved by way of resolution of the shareholders' general meeting. The Company ensures that all shareholders are equally treated so as to ensure that the rights of all shareholders are protected, including the right of access to information in relation to, and the right to vote in respect of, major matters of the Company. The Company has the ability to operate and manage its business autonomously, and is separate and independent from its controlling shareholder in its business operations, personnel, assets and financial matters. The Company actively organized Directors and Supervisors to attend various training courses. In 2015, Directors and Supervisors of the Company attended a training course on the PRC insurance market of 2014 and a training course on the "Analysis of China Risk Oriented Solvency System" pursuant to the regulatory requirements. They also attended training courses relating to anti-money laundering pursuant to the regulatory requirements so as to understand the latest anti-money laundering rules and regulations and the working situation of the Company on anti-money laundering, and to enhance the capability of Directors and Supervisors to prevent against any risks of money laundering. 9. Corporate Governance China Life Insurance Company Limited Annual Report 2015 74 The Board of the Company conducted extensive investigation and research activities. Mr. Anthony Francis Neoh, Mr. Chang Tso Tung Stephen and Mr. Robinson Drake Pike, all of whom were Independent Directors, carried out investigation and research on local branches of the Company in Xilin Gol and Chifeng for the purpose of understanding the business development, and the risk prevention and control of the local branches. Through investigation and research, all Directors comprehended the working situation of local branches in great depth and examined the effectiveness of the Board in implementing its decisions, thus enhancing the legal compliance and risk prevention of the Company in an efficient and practical manner. The Company has continued to optimize its system relevant to the corporate governance. In accordance with the latest amendments to the Corporate Governance Code as contained in Appendix 14 to the Listing Rules of the HKSE, as well as the requirements of the CIRC with respect to the risk assessment on C-ROSS, the Company revised its Articles of Association, the "Procedural Rules for Board of Directors Meetings" and the "Procedural Rules for Risk Management Committee Meetings” with reference to its actual operation. The major amendments included the change of business scope of the Company, the increase of duties of the Board with respect to the systems of risk management and internal control, as well as the increase of duties of the Risk Management Committee with respect to the risk management of solvency, etc. The Company has made information disclosure in a timely, open and transparent manner pursuant to the requirements of the listing rules of its listed jurisdictions. The Company has continuously improved its management of investor relations and enhanced its communication with investors in both form and substance, thus ensuring that all shareholders enjoy equal rights and have access to information about the Company in an open, fair, true and accurate manner. The Company has set up a corporate governance structure with well-defined duties and responsibilities strictly in accordance with relevant laws, regulations and regulatory requirements, including the Company Law and the Securities Law of the PRC. The corporate governance structure of the Company generally meets the regulatory requirements of its listed jurisdictions and the relevant provisions. The Company has carried out its corporate governance procedures strictly in accordance with relevant laws, regulations and regulatory requirements, including the Company Law and the Securities Law of the PRC, as well as the requirements of its Articles of Association and procedural rules. Shareholders' general meetings, Board meetings and Supervisory Committee meetings of the Company have been functioning independently and in a coordinated manner. In accordance with the regulatory requirements of its listed jurisdictions and the relevant provisions of its Articles of Association, the Company has continuously improved the decision-making mechanism of the Board. The Board is accountable to the shareholders of the Company with respect to the assets and resources entrusted to it by the shareholders, and performs its duties on corporate governance. All members of the Board have taken initiatives to look into the Company's affairs and have had a comprehensive understanding of the Company's businesses. They have devoted sufficient time in performing their duties as Directors with due care and in a diligent and efficient manner. By setting up mechanisms including regular reporting of business development strategy and marketing tactics, the management of the Company can periodically report the business operation, development strategies and marketing tactics to the Board, which provides a basis for the Board's decision-making. 73 China Life Insurance Company Limited Annual Report 2015 Corporate Governance 3. 1. 4. 6. 7. 8. The Company has actively promoted the establishment of corporate governance, continuously improved its corporate governance structure and enhanced its scientific decision-making ability. In order to improve the decision-making efficiency of the specialized Board committees, the Board has established four specialized Board committees, i.e. the Audit Committee, the Nomination and Remuneration Committee, the Risk Management Committee, and the Strategy and Investment Decision Committee. These specialized Board committees conduct studies on specific matters, hold meetings on both regular and ad-hoc basis, communicate with the management, provide advice and recommendations for the Board's consideration, and deal with matters entrusted or authorized by the Board, for the purpose of improving the Board's efficiency and intensifying the Board's functions. The Supervisory Committee of the Company has carried out its work and performed its duties in accordance with the Articles of Association and the “Procedural Rules for Supervisory Committee Meetings". Members of the Supervisory Committee attended the shareholders' general meetings and the Supervisory Committee meetings, participated in the Board meetings and the meetings of the specialized Board committees based on their work allocation, and conducted investigations on local branches to have an in-depth understanding of the implementation of the decisions made by the Board, so as to diligently perform their role of supervision. During the Reporting period, the Company successfully completed the change of members of the new sessions of the Board and the Supervisory Committee, as well as the procedures relating to the resignation and appointment of Directors and Supervisors in compliance with the regulatory requirements of its listed jurisdictions and the provisions of its Articles of Association. In the course of this process, the Company strictly carried out all procedures and elected all members of the fifth sessions of the Board of Directors and the Supervisory Committee at the shareholders' general meeting and employee representative meeting through widespread solicitation of opinions, stringent selections and sufficient deliberation. 5. Bachelor the HKSE. Education Level Since June 2004 Since August 2014 Since June 2013 Deputy General Manager of Strategic Planning Department Since August 2008 Since October 2013 Vice Chairman, President Vice President Vice President Vice President Since March 2012 Term Position Chairman China Life Insurance (Group) Company China Life Insurance (Group) Company China Life Insurance (Group) Company China Life Insurance (Group) Company China Life Insurance (Group) Company China Life Insurance (Group) Company Name of shareholders Name Yang Mingsheng Miao Jianmin Zhang Xiangxian Wang Sidong Liu Jiade Xiong Junhong II POSITIONS HELD BY CURRENT DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT IN SHAREHOLDERS OF THE COMPANY Directors, Supervisors, Senior Management and Employees China Life Insurance Company Limited Annual Report 2015 III 770 Mr. Heng is the managing partner of Morison Heng, Certified Public Accountants. Mr. Heng holds a Master of Science degree of the Imperial College of Science, Technology and Medicine, the University of London. Mr. Heng is a member of The Hong Kong Institute of Certified Public Accountants and a fellow of The Association of Chartered Certified Accountants. Mr. Heng has over 10 years of experience in accounting and auditing for private and public companies and financial consultancy. Mr. Heng serves as an Independent Non-executive Director of China Fire Safety Enterprise Group Limited, Lee & Man Chemical Company Limited, Matrix Holdings Limited and Lee & Man Handbags Holding Limited, all of which are listed on the main board of Mr. Heng Victor Ja Wei, born in 1977, British COMPANY SECRETARY Mr. Zheng became the Board Secretary of the Company in June 2013. He previously held positions as the Department Head of the Ministry of Justice of the PRC, a practicing lawyer of Beijing Longan Law Firm, China Legal Service Ltd. (Hong Kong) and Beijing DeHeng Law Offices, the Deputy General Manager of the Department of Legal Affairs, the Company Secretary, and the General Manager of the Legal and Compliance Department of the Company, and an Executive Director and Vice President of China Guangfa Bank Co., Ltd. Mr. Zheng received his LL.B. degree from Peking University, and LL.M. degrees from the China University of Political Science and Law and University of Essex (UK). Mr. Zheng was a visiting researcher at Harvard Law School and Harvard Kennedy School of Government in the United States from August 1996 to October 1997. Mr. Zheng is a Senior Economist. Mr. Zheng Yong, born in 1962, Chinese 3 Directors, Supervisors, Senior Management and Employees China Life Insurance Company Limited Annual Report 2015 69 Mr. Xiao became an Assistant to the President of the Company in July 2015. He has been a Non-executive Director of China Life Property and Casualty Insurance Company Limited since September 2015, and the General Manager of the Company's Jiangsu Branch since January 2014. From April 2013 to January 2014, he was the Deputy General Manager (responsible for daily operation) of the Company's Jiangsu Branch. From 2006 to 2013, he held various positions at the Company, including the Deputy General Manager, Assistant to the General Manager and Marketing Director of Jiangsu Branch and General Manager and Deputy General Manager of Taizhou Branch in Jiangsu Province. Before that, Mr. Xiao held various other positions at the Company's Jiangsu Branch, including Deputy Manager of the Sales Management Department, Assistant to the General Manager, Deputy General Manager (responsible for daily operation) and General Manager of the Individual Insurance Department. Mr. Xiao, a Senior Economist, graduated from Jiangxi Traditional Chinese Medicine College in 1991 with a Bachelor's degree, and received double Bachelor's degrees in Medicine and Law from Jiangxi Traditional Chinese Medicine College and Nanjing University, respectively. Mr. Xiao Jianyou, born in 1968, Chinese Mr. Yang became the Vice President of the Company in November 2014. He became the Chief Financial Officer of the Company since April 2013. He served as the Qualified Accountant of the Company since 2006, and an Assistant to the General Manager, the Deputy General Manager and the General Manager of the Finance Department of the Company since 2005. Mr. Yang has been a Director of China Life Asset Management Company Limited since 2009 and a Director of Sino-Ocean Land Holdings Limited since 2011, and a Director of China Life Franklin Asset Management Co., Limited since 2014. From 2000 to 2005, Mr. Yang was the Senior Financial Analyst of MOLEX in the United States. Mr. Yang graduated from Beijing University of Technology in 1993 with a Bachelor's degree in Engineering. He obtained a MBA from Northeastern University in the United States in 2000. Mr. Yang is a member of the American Institute of Certified Public Accountants (AICPA) and the Association of Chartered Certified Accountants (ACCA). He is currently a member of the eighth session of the Board of the Accounting Society of China, a member of the National Accounting Informatization and Standardization Technical Committee, the third session of China Insurance Solvency Regulatory Standard Committee and the China Accounting Standards Committee of the Ministry of Finance of the PRC, respectively. First Extraordinary General Meeting 2015 Mr. Yang Zheng, born in 1970, Chinese 70 EMPLOYEES 1. Employees (2) Education Level 2. Directors, Supervisors, Senior Management and Employees China Life Insurance Company Limited Annual Report 2015 98,823 4,469 2,674 29,330 5,373 33,036 23,941 Number of Employees 71 Total Others Other expertise and technicians Insurance verification, claim processing and customer services Number of employees of the Company 97,607 Number of employees of the Company's major subsidiaries 1,216 Employees in total 98,823 Master or above Retired employees of the Company and its major subsidiaries for which extra costs have to be incurred (1) Structure of Expertise Class of Expertise Management and administration Sales and sales management Finance and auditing As at the end of the Reporting Period, the composition of the employees of the Company and its major subsidiaries is as follows: 29 December 2015 Robinson Drake Pike 29 May 2015 50% 1 0 0 1 2 Independent Director Chang Tso Tung 100% 0 0 0 2 2 Huang Yiping Independent Director 100% 0 0 0 1 1 Non-executive Director Liu Jiade 50% 1 0 0 1 2 Anthony Francis Neoh Independent Director 2 0 Directors, Supervisors, Senior Management and Employees 78 The Company has continued to optimize its system relevant to the corporate governance. In accordance with the latest amendments to the Corporate Governance Code as contained in Appendix 14 to the Listing Rules of the HKSE, as well as the requirements of the CIRC with respect to the risk assessment on C-ROSS, the Company revised its Articles of Association, the "Procedural Rules for Board of Directors Meetings" and the “Procedural Rules for Risk Management Committee Meetings” in 2015 with reference to its actual operation. The major amendments included the change of business scope of the Company, the increase of duties of the Board with respect to the systems of risk management and internal control, as well as the increase of duties of the Risk Management Committee with respect to the risk management of solvency, etc. At present, the fifth session of the Board comprises the following members: Mr. Yang Mingsheng, Mr. Lin Dairen, Mr. Xu Hengping and Mr. Xu Haifeng, all being Executive Directors, Mr. Miao Jianmin, Mr. Zhang Xiangxian, Mr. Wang Sidong and Mr. Liu Jiade, all being Non-executive Directors, and Mr. Anthony Francis Neoh, Mr. Chang Tso Tung Stephen, Mr. Robinson Drake Pike and Mr. Tang Xin, all being Independent Directors, with Mr. Yang Mingsheng as the Chairman of the Board. Mr. Miao Ping and Mr. Bruce Douglas Moore retired from their position as Director due to the expiry of the term of the fourth session of the Board, Mr. Su Hengxuan resigned as Director due to adjustment of working arrangements, and Mr. Huang Yiping resigned as Director pursuant to the relevant policies. All Directors shall have access to the advice and services of the Board Secretary and the Company Secretary. Detailed minutes of Board meetings regarding matters considered by the Board and decisions reached, including any concerns raised by Directors or dissenting views expressed, are kept by the Board Secretary. Minutes of Board meetings are available upon reasonable notice for inspection and comment by any Director. If a Director is materially interested in a matter to be considered by the Board, the Director having such conflict of interest shall have no voting right on the matter to be considered and shall not be counted in the quorum for the Board meeting. Regular Board meetings are held mainly to review the quarterly, interim or annual reports of the Company and to deal with other related matters. The practice of obtaining Board consent through the circulation of written resolutions does not constitute a regular Board meeting. An ad-hoc Board meeting may be convened in urgent situations if requisitioned by any of the following: shareholders representing over one-tenth of voting shares, Directors constituting more than one- third of the total number of Directors, the Supervisory Committee, more than two Independent Directors, the Chairman or the President. If the resolution to be considered at such ad-hoc Board meetings has been circulated to all the Directors and more than half of the Directors having voting rights approve such resolution by signing the resolution in writing, the Board meeting need not be convened and such resolution in writing shall become an effective resolution. Meetings of the Board are held both on a regular and an ad-hoc basis. Regular meetings are convened at least four times a year for the examination and approval of proposals, such as annual report, interim report, quarterly reports, related financial reports, and major business operations of the year. Meetings are convened by the Chairman and a notice is given to all Directors 14 days before such meetings. Agendas and related documents are sent to the Directors at least three days prior to such meetings. In 2015, all notices, agendas and related documents in respect of such regular Board meetings were sent in compliance with the above requirements. By fully reviewing all the relevant proposals, the Board has confirmed that the information contained in its periodic reports and financial reports is true, accurate and complete and contains no false representations, misleading statements or material omissions, and no event or situation which would have material adverse impacts on the Company's ongoing operation has been found. Corporate Governance China Life Insurance Company Limited Annual Report 2015 77 In 2015, Independent Directors of the Company possessed extensive experience in various fields, such as macro- economics, finance and insurance, legal compliance, accounting and auditing. The Company also complies with the requirement of the Listing Rules of the HKSE that at least one of its Independent Directors has appropriate professional qualifications or accounting qualifications or related financial management expertise. As required under the Listing Rules of the SSE and the HKSE, the Company has obtained a written confirmation from each of its Independent Directors in respect of their independence, and the Company is of the opinion that all of the Independent Directors are independent of the Company and strictly perform their duties as Independent Directors. Pursuant to the Articles of Association, Directors shall be elected at the shareholders' general meeting for a term of three years and may be re-elected on expiry of the three-year term. However, Independent Directors may not serve for more than six years. Currently, the Board comprises 12 members, including four Executive Directors, four Non-executive Directors and four Independent Directors. The number of Independent Directors complies with the minimum requirement of three Independent Directors and the requirement that at least one-third of the Board be represented by Independent Directors under the Listing Rules of the HKSE. All members of the Board have devoted sufficient time in dealing with the affairs of the Board and attended the relevant training courses organized by external regulatory authorities and the Company according to regulatory requirements. They have referred to regulatory documents on a regular basis so as to keep themselves informed of the regulatory development in a timely manner. The Company has purchased director's liability insurances for its Directors, which provide protection to Directors for liabilities that might arise in the course of their performance of duties according to law and facilitate Directors to fully perform their duties. So far as the Company is aware, no financial, business, family or other material relationship exists among Board members, members of the Supervisory Committee or senior management members, including between the Chairman, Mr. Yang Mingsheng and the President, Mr. Lin Dairen. The Board is the standing decision-making body of the Company and its main duties include: performing the function of corporate governance of the Company, convening shareholders' general meetings, implementing resolutions passed at such meetings, improving the Company's corporate governance policies, approving the Company's development strategies and operation plans, formulating and supervising the Company's financial policies, annual budgets and financial reports, providing an objective evaluation on the Company's operating results in its financial reports and other disclosure documents, dealing with senior management personnel matters, arranging for Directors and senior management to attend various training courses, attaching importance to the enhancement of their professional quality, reviewing the compliance policies of the Company, and assessing the internal control systems of the Company. The day-to-day management and operation of the Company are delegated to the management. The responsibilities of Non- executive Directors and Independent Directors include, without limitation, regularly attending meetings of the Board and the specialized Board committees of which they are members, providing opinions at meetings of the Board and the specialized Board committees, resolving any potential conflict of interest, serving on the Audit Committee, the Nomination and Remuneration Committee and other specialized Board committees, and inspecting, supervising and reporting on the performance of the Company. The Board is accountable to the shareholders of the Company and reports to them. BOARD Corporate Governance China Life Insurance Company Limited Annual Report 2015 0 0 2 0 Independent Director 1 Non-executive Director 0 0 1 0 Note: Mr. Su Hengxuan resigned as Director on 8 May 2015 due to adjustment of working arrangements, whereas Mr. Miao Ping and Mr. Bruce Douglas Moore retired from their position as Director on 28 May 2015 due to the change of session of the Board. The above Directors did not attend any shareholders' general meeting of the Company during the Reporting Period. 76 76 0 Wang Sidong 0 2 100% 0 0 0 2 2 Executive Director Executive Director Yang Mingsheng Lin Dairen rate absent by proxies telephony attended meetings Attendance attended Number of meetings 30 December 2015 24 proposals including: the “Proposal in relation to the Report of the Board of Directors of the Company for the Year 2014”, the “Proposal in relation to the Report of the Supervisory Committee of the Company for the Year 2014", the "Proposal in relation to the Financial Report of the Company for the Year 2014”, the “Proposal in relation to the Profit Distribution Plan of the Company for the Year 2014", the “Proposal in relation to the Remuneration of Directors and Supervisors of the Company”, the “Proposal in relation to the Remuneration of Auditors of the Company for the Year 2014 and the Appointment of Auditors of the Company for the Year 2015", the “Proposal in relation to the Election of Mr. Yang Mingsheng as an Executive Director of the Fifth Session of the Board of Directors of the Company”, the “Proposal in relation to the Election of Mr. Miao Ping as a Non Employee Representative Supervisor of the Fifth Session of the Supervisory Committee of the Company", and the "Proposal in relation to the Overseas Issue by the Company of RMB Debt Instruments for Replenishment of Capital", etc. were considered and approved by way of on-site and online voting, and the “Duty Report of the Independent Directors of the Fourth Session of the Board of Directors of the Company for the Year 2014” and the “Report on the Status of Connected Transactions and the Execution of Connected Transactions Management System of the Company for the Year 2014” were received and reviewed at the 2014 Annual General Meeting held in Beijing on 28 May 2015. 75 China Life Insurance Company Limited Annual Report 2015 Corporate Governance Six proposals including: the “Proposal in relation to the Election of Mr. Tang Xin as an Independent Director of the Fifth Session of the Board of Directors of the Company”, the “Proposal in relation to the Appointment of Auditors of the Company for the Year 2016", the "Proposal in relation to the Entrusted Investment and Management Agreement for Alternative Investments with Insurance Funds between the Company and China Life Investment Holding Company Limited”, the “Proposal in relation to the Capital Debt Financing of the Company”, and the “Proposal in relation to the Overseas Issue of Senior Bonds by the Company”, etc. were considered and approved by way of on-site and online voting at the First Extraordinary General Meeting 2015 held in Beijing on 29 December 2015. 2 Attendance records of Directors at the shareholders' general meetings convened during the Reporting Period: 2. Name of Director Type of Director shareholders' general meetings the Director was required to attend during the year Number of Number of Number of meetings meetings physically attended by Number of http://www.sse.com.cn http://www.hkexnews.hk http://www.e-chinalife.com http://www.sse.com.cn http://www.hkexnews.hk http://www.e-chinalife.com 1 0 0 0 0 2 Non-executive Director Zhang Xiangxian 50% 1 0 0 1 2 Non-executive Director Miao Jianmin 100% 0 0 1 50% Xu Hengping Executive Director 1 1 0 0 0 100% Xu Haifeng Executive Director 1 0 0 China Life Insurance Company Limited Annual Report 2015 Stephen Corporate Governance Note 4 Wang Sidong Yes 50% 0 2 0 2 4 Non-executive Director Zhang Xiangxian Note 3 Yes Non-executive Director 50% 2 0 2 4 Non-executive Director Note 2 Miao Jianmin No 100% 0 0 0 3 0 3 4 0 0 0 0 4 Independent Director Chang Tso Tung Stephen No 100% 0 0 0 4 4 3 Independent Director No 67% 0 0 2 Note 5 3 Non-executive Director Liu Jiade No 75% 0 1 Anthony Francis Neoh 100% Executive Director No telephony attended the year Type of Director Name of Director meetings meetings Attendance consecutive Number of meetings attended by attended by physically attend during proxies meetings required to to attend two Number of Number of Number of Whether the Director failed Number of meetings the Director was In 2015, 4 regular Board meetings were held by the fifth session of the Board, of which 3 were physical meetings and 1 was combined physical and telephony meeting. The attendance records of individual Directors are as follows: Corporate Governance China Life Insurance Company Limited Annual Report 2015 79 At the twentieth meeting of the fourth session of the Board held on 28 April 2015, Mr. Wang Sidong gave written authorization for Mr. Zhang Xiangxian to act as his proxy to attend and vote at the meeting. At the nineteenth meeting of the fourth session of the Board held on 10 March 2015, Mr. Miao Jianmin gave written authorization for Mr. Zhang Xiangxian to act as his proxy to attend and vote at the meeting; meetings Xu Haifeng absent in 100% 0 0 0 3 3 Executive Director Xu Hengping No 100% 0 0 0 rate 4 Executive Director Lin Dairen No 75% 0 1 0 3 4 Executive Director Yang Mingsheng Note 1 person 4 At the twentieth meeting of the fourth session of the Board held on 28 April 2015, Mr. Su Hengxuan gave written authorization for Mr. Miao Ping to act as his proxy to attend and vote at the meeting; No Independent Director During the Reporting Period, no Independent Director has raised any objection against the proposals and matters considered by the Board of the Company. 81 China Life Insurance Company Limited Annual Report 2015 Corporate Governance CHAIRMAN AND PRESIDENT During the Reporting Period, Mr. Yang Mingsheng served as the Chairman of the Board of Directors of the Company. The Chairman is the legal representative of the Company, primarily responsible for convening and presiding over Board meetings, ensuring the implementation of Board resolutions, attending annual general meetings and arranging attendance by Chairmen of Board committees to answer questions raised by shareholders, signing securities issued by the Company and other important documents, providing leadership for the Board to ensure that the Board works effectively and performs its responsibilities, encouraging all Directors to make a full and active contribution to the Board's affairs, promoting a culture of openness and debate, convening special meetings with Non-executive Directors and Independent Directors, and exercising other rights conferred on him by the Board. The Chairman is accountable to and reports to the Board. Mr. Lin Dairen was the President of the Company. The President is responsible for the day-to-day operations of the Company, including implementing strategies, policies, operation plans and investment schemes approved by the Board, formulating the Company's internal management structure and fundamental management policies, drawing up basic rules and regulations of the Company, submitting to the Board requests for appointment or removal of senior management officers and exercising other rights granted to him under the Articles of Association and by the Board. The President is fully accountable to the Board for the operations of the Company. SUPERVISORY COMMITTEE Pursuant to the Company Law and the Articles of Association, the Company has established a Supervisory Committee. The Supervisory Committee performs the following duties in accordance with the Company Law, the Articles of Association and the “Procedural Rules for Supervisory Committee Meetings": to examine the finances of the Company; to monitor whether the Directors, President, Vice Presidents and other senior management officers of the Company have acted in contravention of laws, regulations, the Articles of Association and resolutions of the shareholders' general meetings when discharging their duties; to review the financial information of the Company such as financial reports, results reports and profit distribution plans to be approved by the Board; to propose the convening of extraordinary shareholders' general meetings, to propose resolutions at shareholders' general meetings and to perform any other duties under the laws, regulations and regulatory rules of the Company's listed jurisdictions. The Supervisory Committee consists of Non Employee Representative Supervisors, such as shareholder representatives, and Employee Representative Supervisors, of which the Employee Representative Supervisors shall not be less than one- third of the Supervisory Committee. Non Employee Representative Supervisors, such as shareholder representatives, shall be elected and removed by a shareholders' general meeting while Employee Representative Supervisors shall be elected and removed by employees of the Company in a democratic manner. The Supervisory Committee is accountable to the shareholders and reports its work to the shareholders' general meeting according to relevant laws. It is also responsible for appraising the Company's operations, financial reports, connected transactions and internal control, etc. during the Reporting Period. Meetings of the Supervisory Committee are convened by the Chairman of the Supervisory Committee. According to the Articles of Association, the Company formulated the “Procedural Rules for Supervisory Committee Meetings” and established protocols for Supervisory Committee meetings. Supervisory Committee meetings are categorized as regular or ad-hoc meetings in accordance with the degree of pre-planning involved. There are at least three regular meetings each year, mainly to adopt and review financial reports and periodical reports, and examine the financial conditions and internal control of the Company. Ad-hoc meetings are convened when necessary. 82 China Life Insurance Company Limited Annual Report 2015 From 19 to 24 August 2015, Mr. Anthony Francis Neoh, Mr. Chang Tso Tung Stephen and Mr. Robinson Drake Pike, all of whom were Independent Directors, carried out investigation and research on local branches of the Company in Xilin Gol and Chifeng, listened to the work reports of local branches in Inner Mongolia, Xilin Gol and Chifeng, held in-depth conferences with their respective key management, conducted an on-site investigation and research on counters of the business department of Chifeng local branch for the purpose of understanding the business development, and the risk prevention and control of the local branches. Through investigation and research, all Directors comprehended the working situation of local branches in great depth and examined the effectiveness of the Board in implementing its decisions, thus enhancing the legal compliance and risk prevention of the Company in a practical manner. Corporate Governance 1. Meetings and attendance In 2015, 2 meetings were held by the fourth session of the Supervisory Committee. Attendance records of individual Supervisors are as follows: Name of Supervisor Xia Zhihua Shi Xiangming Yang Cuilian Li Xuejun Xiong Junhong Number of meetings attended Attendance rate 2/2 100% The fifth session of the Supervisory Committee of the Company comprises Mr. Miao Ping, Mr. Shi Xiangming and Ms. Xiong Junhong, all being Non Employee Representative Supervisors, and Mr. Zhan Zhong and Ms. Wang Cuifei, both being Employee Representative Supervisors, with Mr. Miao Ping acting as the Chairman of the Supervisory Committee. Ms. Xia Zhihua, Ms. Yang Cuilian and Mr. Li Xuejun retired from their position as Supervisor due to the expiry of the term of the fourth session of the Supervisory Committee. 2/2 In 2015, the Independent Directors of the Company and the representatives from the external auditors (Ernst & Young Hua Ming LLP and Ernst & Young) convened a special meeting to discuss various matters including the audit for the year 2014, the annual financial reports, and the impact of the implementation of the C-ROSS on the Company, and also discussed the work relating to the audit of the Company. All Independent Directors diligently fulfilled their responsibilities and faithfully performed their duties by attending meetings of the Board and the specialized Board committees in 2015, examining and approving the Company's business development, financial management and connected transactions, participating in the establishment of specialized Board committees, providing professional and constructive advice in respect of major decisions of the Company, seriously listening to the reports from the relevant personnel, understanding the daily operation and any possible operational risks of the Company in a timely manner, and expressing their opinions and exercising their functions and powers at Board meetings, thus actively performing their duties as Independent Directors in an effective manner. At the annual special meeting among the Chairman, Non-executive Directors and Independent Directors, all Independent Directors made recommendations in various aspects, such as the development of the global capital market, return on investment and balance of risks, and gave constructive advice on corporate governance, team building and marketing method. The Board attached great importance to opinions and advice from Independent Directors, actively strengthened its communication with them and adopted their advice after careful deliberation and discussion. In 2015, the Company provided various materials to the Independent Directors, which facilitated them to comprehend information associated with the insurance industry. All Independent Directors obtained information relating to the operation and management of the Company through various channels, which therefore formed the basis of their scientific and prudent decisions. 3 3 0 0 0 100% No Notes: 1. 2. 3. 4. 5. Independent Director 6. At the third meeting of the fifth session of the Board held on 28 October 2015, Mr. Yang Mingsheng, the Chairman, gave written authorization for Mr. Lin Dairen to act as his proxy to attend, vote and chair the meeting; At the second meeting of the fifth session of the Board held on 26 August 2015, Mr. Miao Jianmin gave written authorization for Mr. Liu Jiade to act as his proxy to attend and vote at the meeting; at the third meeting of the fifth session of the Board held on 28 October 2015, Mr. Miao Jianmin gave written authorization for Mr. Zhang Xiangxian to act as his proxy to attend and vote at the meeting; At the first meeting of the fifth session of the Board held on 28 May 2015, Mr. Zhang Xiangxian gave written authorization for Mr. Wang Sidong to act as his proxy to attend and vote at the meeting; at the second meeting of the fifth session of the Board held on 26 August 2015, Mr. Zhang Xiangxian gave written authorization for Mr. Wang Sidong to act as his proxy to attend and vote at the meeting; At the fourth meeting of the fifth session of the Board held on 22 December 2015, Mr. Wang Sidong gave written authorization for Mr. Miao Jianmin to act as his proxy to attend and vote at the meeting; At the fourth meeting of the fifth session of the Board held on 22 December 2015, Mr. Liu Jiade gave written authorization for Mr. Zhang Xiangxian to act as his proxy to attend and vote at the meeting; At the first meeting of the fifth session of the Board held on 28 May 2015, Mr. Huang Yiping attended the meeting by way of telephony; At the fourth meeting of the fifth session of the Board held on 22 December 2015, Mr. Huang Yiping gave written authorization for Mr. Anthony Francis Neoh to act as his proxy to attend and vote at the meeting. 80 China Life Insurance Company Limited Annual Report 2015 Corporate Governance 2. Performance of duties by Independent Directors In 2015, all Independent Directors of the Company possessed extensive experience in various fields, such as macro-economics, finance and insurance, legal compliance, accounting and auditing. They satisfied the criteria for Independent Directors under the regulatory rules of the Company's listed jurisdictions. The Independent Directors of the Company performed their duties pursuant to the Articles of Association and the provisions and requirements of the listing rules of the Company's listed jurisdictions. 7. Huang Yiping 100% 1/2 At the second meeting of the fifth session of the Supervisory Committee held on 26 August 2015, Ms. Wang Cuifei gave written authorization for Mr. Zhan Zhong to act as her proxy to attend and vote at the meeting. The Supervisory Committee had no objection in respect of any matters under its supervision during the Reporting Period. Activities of the Supervisory Committee during the Reporting Period For the activities carried out by the Supervisory Committee during the Reporting Period, please refer to the "Report of the Supervisory Committee” in this annual report. 83 China Life Insurance Company Limited Annual Report 2015 Corporate Governance AUDIT COMMITTEE The Company established its Audit Committee on 30 June 2003. In 2015, the Audit Committee comprised only Independent Directors of the Company. At present, the Audit Committee of the fifth session of the Board comprises Mr. Robinson Drake Pike, Mr. Chang Tso Tung Stephen and Mr. Tang Xin, with Mr. Robinson Drake Pike acting as the Chairman. Mr. Bruce Douglas Moore retired from his position as the Chairman of the Audit Committee of the Company due to the expiry of the term of the Audit Committee of the fourth session of the Board. Mr. Huang Yiping resigned from his position as a member of the Audit Committee of the fifth session of the Board of the Company pursuant to the relevant policies. All members of the Audit Committee have extensive experience in financial matters. The principal duties of the Audit Committee are to review and supervise the preparation of the Company's financial reports, assess the effectiveness of the Company's internal control system, supervise the Company's internal audit system and its implementation, and recommend the engagement or replacement of external auditors. The Audit Committee is also responsible for communications between the internal and external auditors and the establishment of the internal reporting mechanism of the Company. 1. Meetings and attendance In 2015, 2 regular meetings were held by the Audit Committee of the fourth session of the Board. Attendance records of individual members are as follows: At the third meeting of the fifth session of the Supervisory Committee held on 28 October 2015, Mr. Shi Xiangming gave written authorization for Mr. Zhan Zhong to act as his proxy to attend and vote at the meeting; Name of member Number of meetings attended Attendance rate Bruce Douglas Moore Independent Director, Chairman of the Audit Committee of the fourth session of the Board 2/2 Robinson Drake Pike No 75% 0 2 4 Note 7 Note 6 Position Note 2. 3. 50% 2/2 100% 2/2 100% Note: At the seventeenth meeting of the fourth session of the Supervisory Committee held on 28 April 2015, Ms. Yang Cuiliain gave written authorization for Mr. Shi Xiangming to act as her proxy to attend and vote at the meeting. In 2015, 4 meetings were held by the fifth session of the Supervisory Committee. Attendance records of individual Supervisors are as follows: Name of Supervisor Miao Ping Shi Xiangming Xiong Junhong Zhan Zhong Wang Cuifei Number of meetings attended 1. Attendance rate 100% 3/4 Note 1 75% 4/4 100% 4/4 100% Note 2 3/4 75% Notes: 2. 4/4 At the twentieth meeting of the fourth session of the Board held on 28 April 2015, Mr. Yang Mingsheng, the Chairman, gave written authorization for Mr. Lin Dairen to act as his proxy to attend, vote and chair the meeting; China Life Insurance Company Limited Annual Report 2015 3. 1/2 Note 50% Nomination and Remuneration Committee of the fifth session of the Board Note: At the second meeting of the Nomination and Remuneration Committee of the fifth session of the Board held on 26 August 2015, Mr. Miao Jianmin gave written authorization for Mr. Chang Tso Tung Stephen to act as his proxy to attend and vote at the meeting. 87 China Life Insurance Company Limited Annual Report 2015 Corporate Governance 2. Performance of duties by the Nomination and Remuneration Committee In 2015, the Nomination and Remuneration Committee reviewed the proposal on the remuneration of Directors, Supervisors and senior management officers, candidates for Directors, nomination of senior management officers, business objectives and appraisal results. Pursuant to the requirements of the procedural rules for meetings, the Nomination and Remuneration Committee reviewed the report on the duty performance of the Audit Committee and the Nomination and Remuneration Committee. During meetings of the Nomination and Remuneration Committee, all members actively participated in discussions and gave professional opinions on the proposals considered and discussed at the meetings. Non-executive Director, member of the (1) Proposed appointment of Directors and senior management officers of the Company. In accordance with the "Procedural Rules for Nomination and Remuneration Committee Meetings" and the “Board Diversity Policy", the Nomination and Remuneration Committee carefully reviewed the structure of the Board, its number of members and composition (taking into account diversity factors, including gender, age, cultural and educational background, skills, knowledge and experience), selected and recommended a list of candidates for members of the fifth session of the Board, fully reviewed the professional qualifications and industrial background of the Director candidates and the members of the specialized Board committees, and the independence of the Independent Directors, etc. and submitted the opinions in relation thereto to the Board, conducted a careful assessment on the qualifications, skills, knowledge and experience of candidates for senior management officers so as to ensure that the candidates met the requirements set by the Company. The Nomination and Remuneration Committee also issued a review opinion to the Board and agreed to submit such proposals to the Board for approval. (3) Proposed remuneration policy of Directors, Supervisors and senior management officers of the Company. The Nomination and Remuneration Committee took into account various factors such as business development management, strategic investment decisions, and corporate governance management and control, carefully examined and determined the specific remuneration packages of all Executive Directors and senior management officers, approved the terms of service contracts between the Company and each of the Executive Directors, Non-executive Directors and Independent Directors and pushed forward the signing of service contracts between the Company and all Directors, defined the rights, obligations and remunerations of Directors, and seriously appraised the performance of Directors in the discharge of their duties. According to the requirements of the CIRC, the Nomination and Remuneration Committee reviewed and approved the report for the management of the Company's annual remuneration, conducted a self-assessment on the remuneration management system of the Company and agreed to submit such proposal to the Board for approval. Carrying out the performance appraisal of senior management officers. The Nomination and Remuneration Committee reviewed the results of performance appraisal of senior management officers for 2014 and the performance target contract for 2015, and made recommendations to the Board in respect of matters such as the determination of performance target, performance appraisal procedures and results. RISK MANAGEMENT COMMITTEE The Company established its Risk Management Committee on 30 June 2003. The Risk Management Committee is mainly responsible for formulating the Company's system of risk control benchmarks, assisting the management in establishing and improving the Company's internal control system, formulating the operational risk management policy of the Company, reviewing the assessment reports in relation to the Company's operational risk and internal control, and coordinating the handling of sudden and significant risks or crises. 88 0 1 2 Note 3 Non-executive Director Wang Sidong Miao Jianmin Zhang Xiangxian (2) No Miao Jianmin Nomination and Remuneration Committee Nomination and Remuneration Committee of the fourth session of the Board Bruce Douglas Moore Independent Director, member of the 2/2 100% Nomination and Remuneration Committee of the fourth session of the Board Miao Jianmin Non-executive Director, member of the 2/2 100% Nomination and Remuneration Committee of the fifth session of the Board of the fourth session of the Board Name of member Position Chang Tso Tung Stephen Independent Director, Chairman of the Number of meetings attended Attendance rate 2/2 100% Nomination and Remuneration Committee of the fifth session of the Board Robinson Drake Pike Independent Director, member of the 1/1 100% In 2015, 2 regular meetings were held by the Nomination and Remuneration Committee of the fifth session of the Board. Attendance records of individual members are as follows: 100% 100% 0 In 2015, 2 regular Board meetings were held by the fourth session of the Board, both of which were physical meetings. The attendance records of individual Directors are as follows: Number of meetings the Director was required to attend during Whether the Director failed Number of Number of Number of to attend two meetings meetings physically attended by meetings attended by Meetings and attendance Number of Attendance consecutive meetings Name of Director Type of Director the year attended telephony proxies absent rate in person Note 1 4. meetings 0 1. Yang Mingsheng Lin Dairen 0 2 No 50% 0 1 0 1 Note 2 No 100% 0 0 During 2015, members of the Board of the Company attended a training course on the PRC insurance market of 2014, which gave them a general review and analysis of the overall situation of the PRC insurance market of 2014 from various aspects, including insurance regulation, industry development and horizontal competition. According to the requirements of the CIRC, members of the Board attended a training course on the "Analysis of China Risk Oriented Solvency System”, to enhance their capability of risk management on the Company's solvency and the level of public disclosure of the Company's solvency to external parties. Directors also attended training courses relating to anti- money laundering pursuant to the regulatory requirements so as to understand the latest anti-money laundering rules and regulations and the working situation of the Company on anti-money laundering, and to enhance the capability of Directors to prevent against any risks of money laundering. 0 No 50% 0 1 0 1 2222 Executive Director Miao Ping Executive Director Su Hengxuan Executive Director Executive Director 2 2/2 88 Number of meetings attended 0 2 2 Independent Director Bruce Douglas Moore No 50% 0 1 0 1 Note 4 No 0 100% 0 0 2 22 Non-executive Director Non-executive Director No 50% 0 1 100% Chang Tso Tung Stephen Independent Director, member of the Audit 22 0 0 100% No 2. 1. Notes: No 100% 0 0 0 2 2 Independent Director No 100% 0 0 0 2 2 Independent Director Chang Tso Tung Stephen Huang Yiping Attendance rate 100% 0 0 0 2 2 Independent Director Anthony Francis Neoh 2/2 100% No Huang Yiping (2) (3) Reviewing and approving financial reports. The Audit Committee, according to its duties, reviewed and approved annual, interim and quarterly financial reports, as well as solvency report of the Company. The Audit Committee was of the view that the financial reports of the Company reflected the overall situation of the Company in a true, accurate and complete manner, and gave its written opinion in this regard. By reviewing and monitoring the completeness of financial reports, annual report and accounts, interim report and quarterly reports of the Company, and examining significant matters such as financial statements and reports, the Audit Committee guaranteed the accuracy and completeness of the financial information disclosed by the Company and the consistency of its financial reports. Prior to the audit conducted by the accounting firm and the review of the annual report, the Audit Committee communicated the relevant situations with the auditors and listened to the report in connection with the arrangement of the audit. After a preliminary opinion on audit was issued by the accounting firm, the Audit Committee commenced in- depth communications with it so as to understand whether there were any issues identified during the audit. Reviewing connected transactions. In 2015, the Audit Committee reviewed the “Proposal on the Connected Transactions under the Asset Management Agreement for Alternative Investments between the Company and China Life Investment Holding Company Limited”, and submitted it to the Board and shareholders' general meeting for approval; and listened to the report on the list of connected parties of the Company on a regular basis. The Audit Committee reviewed the audit report on connected transactions for conscientiously implementation of laws and regulations with respect to connected transactions. The Company entered into written agreements in respect of all new connected transactions, the formalities of which were fully completed. The contents of the agreements were in compliance with law, and their approval and disclosure procedures were in compliance with the regulatory requirements. Hence, the Company better performed its obligations as a listed company pursuant to the regulatory requirements of its listed jurisdictions. Supervising and assessing the work of and strengthening communications with external auditors. Besides regular meetings, the Audit Committee convened communication meetings in advance with the relevant departments of the Company and external auditors for several times so as to discuss the annual audit plan of the Company, determine the service scope of the annual audit and to listen to the report given by the auditors with respect to the results of the audit on and review of periodic financial reports of the Company. Through communications, the Audit Committee enhanced the effectiveness of the internal control of the Company and further supervised the performance of duties by the external auditors in a diligent and responsible way. 85 85 China Life Insurance Company Limited Annual Report 2015 Corporate Governance (4) Assessing the effectiveness of internal control and monitoring the operation of the Company to be in compliance with law. The Audit Committee provided guidance to the Company on the management of internal control, devised the working plan for internal control assessment, reviewed the work report on assessment of internal control, and inspected the rectification of problems identified in the internal control pursuant to Section 404 of the U.S. Sarbanes-Oxley Act. The Audit Committee earnestly performed its duties and responsibilities and monitored the Company to carry out the work in compliance with laws and regulations pursuant to the relevant requirements of the CIRC and the SSE. As required by its duties and responsibilities, the Audit Committee reviewed the annual and half-year compliance reports of the Company to ensure that its work was conducted strictly according to the relevant regulatory requirements in a reasonable and efficient manner. (5) (6) Examining the internal audit functions of the Company. The Audit Committee reviewed proposals including the "Proposal on the 2014 Internal Audit Summary and the 2015 Internal Audit Work Plan and Budget of the Costs of the Company" and the “Proposal on the Internal Audit Summary for the First Half of 2015 and the Internal Audit Work Plan for the Second Half of 2015", in order to facilitate the communication between the Company's internal audit department and the independent auditors, and confirmed that the Company's internal audit function was effective. (1) Conducting investigation and research of local branches. From 19 to 24 August 2015, Mr. Robinson Drake Pike, the Chairman of the Audit Committee, and Mr. Chang Tso Tung Stephen, a member of the Audit Committee, carried out investigation and research on local branches of the Company in Xilin Gol and Chifeng, and gave constructive advice on the differentiated financial policies formulated by the Company taking into account local conditions. The Company established the Management Training and Remuneration Committee on 30 June 2003. On 16 March 2006, the Board resolved to change the name of the Management Training and Remuneration Committee to the Nomination and Remuneration Committee, with a majority of Independent Directors on the committee. The Nomination and Remuneration Committee is mainly responsible for reviewing the structure of the Board, its number of members and composition and drawing up plans for the appointment, succession and appraisal criteria of Directors and senior management. The committee is also responsible for formulating training and remuneration policies for the senior management of the Company. At present, the Nomination and Remuneration Committee of the fifth session of the Board comprises Mr. Chang Tso Tung Stephen and Mr. Robinson Drake Pike, the Independent Directors, and Mr. Miao Jianmin, a Non-executive Director, with Mr. Chang Tso Tung Stephen acting as the Chairman. Mr. Bruce Douglas Moore retired from his position as a member of the Nomination and Remuneration Committee due to the expiry of the term of the Nomination and Remuneration Committee of the fourth session of the Board. 86 China Life Insurance Company Limited Annual Report 2015 Corporate Governance The Nomination and Remuneration Committee determines, with delegated responsibility, the remuneration packages of all Executive Directors and senior management officers. The fixed salary of the Executive Directors and other members of senior management are determined in accordance with market levels and their respective positions, and the amount of their performance-related bonuses is determined according to the results of performance appraisals. Directors' fees and the volume of share appreciation rights to be granted are determined with reference to market levels and the actual circumstances of the Company. 1. Meetings and attendance In 2015, 2 regular meetings were held by the Nomination and Remuneration Committee of the fourth session of the Board. Attendance records of individual members are as follows: Name of member Committee of the fourth session of the Board Chang Tso Tung Stephen Independent Director, Chairman of the Position NOMINATION AND REMUNERATION COMMITTEE In 2015, the Audit Committee performed its relevant duties and functions in strict compliance with the "Procedural Rules for Audit Committee Meetings”. All members of the Audit Committee attended meetings in a timely manner for the purpose of reviewing the proposals in relation to the audit of the Company, its financial reports, connected transactions, internal control and legal compliance. During meetings of the Audit Committee, all members actively participated in discussions and gave guiding opinions on any proposals considered and discussed at the meetings. The Nomination and Remuneration Committee, as an advisor to the Board on the nomination of Directors, shall first discuss and agree on the list of candidates to be nominated as new Directors, following which such candidates are recommended to the Board. The Board shall then determine whether such candidates' appointments should be proposed for approval at the shareholders' general meeting. The major criteria considered by the Nomination and Remuneration Committee and the Board are educational background, management and research experience in the insurance industry, and the candidates' commitment to the Company. As to the nomination of Independent Directors, the Nomination and Remuneration Committee will give special consideration to the independence of the relevant candidates. 2. 42 2/2 Performance of duties by the Audit Committee Independent Director, member of the Audit 100% Committee of the fourth session of the Board In 2015, 3 regular meetings were held by the Audit Committee of the fifth session of the Board. Attendance records of individual members are as follows: Name of member Number of meetings attended Attendance rate Robinson Drake Pike Independent Director, Chairman of the Audit Committee of the fifth session of the Board 3/3 100% Position 3/3 Note: At the third meeting of the Audit Committee of the fifth session of the Board held on 21 December 2015, Mr. Huang Yiping gave written authorization for Mr. Chang Tso Tung Stephen to act as his proxy to attend and vote at the meeting. Chang Tso Tung Stephen Independent Director, member of the Audit China Life Insurance Company Limited Annual Report 2015 Committee of the fifth session of the Board 84 2/3 Note 67% Independent Director, member of the Audit Huang Yiping Corporate Governance Committee of the fifth session of the Board 100% 601628 China Life 2628 LFC V. OTHER RELEVANT INFORMATION The Stock Exchange of Hong Kong Limited New York Stock Exchange H Share Registrar and International Legal Advisers Depositary of ADR Domestic Legal Adviser Auditors of the Company Computershare Hong Kong Investor Services Limited Address: Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong Shanghai Stock Exchange King & Wood Mallesons Deutsche Bank Transfer Office Stocks are Listed The Company's Annual Reports may be obtained at Stock Short Name 5 Latham & Watkins Domestic Auditor Prelude III. INFORMATION DISCLOSURE AND PLACE FOR OBTAINING THE REPORT Media for the Company's A Share Disclosure CSRC's Designated Website for the Company's Annual Report Disclosure The Company's H Share Disclosure Websites China Securities Journal, Shanghai Securities News, Securities Times www.sse.com.cn HKExnews website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk The Company's website at www.e-chinalife.com 12/F, China Life Plaza, 16 Financial Street, Xicheng District, Beijing, P.R. China IV. STOCK INFORMATION Stock Type A Share H Share ADR Exchanges on which the Stock Code Ernst & Young Hua Ming LLP Address: Level 16, Ernst & Young Tower, Oriental Plaza, No.1 East Changan Avenue, Dongcheng District, Beijing, P.R. China S Auditors: Zhang Xiaodong, Wu Jun Annual Report 2017 7 Prelude Business Highlights Gross written premiums RMB511,966 million a year-on-year increase of 18.9% $ First-year regular premiums RMB113,121 million a year-on-year increase of 20.4% First-year regular premiums with ten years or longer payment duration RMB66,003 million a year-on-year increase of 28.5%- Renewal premiums RMB288,106 million a year-on-year increase of 28.9% 8 China Life Insurance Company Limited Annual Report 2017 China Life Insurance Company Limited Annual Report 2017 China Life Insurance Company Limited Name of the Signing During the long course of its development, the Company has accumulated a wealth of experience in operation and management and has a stable and professional management team that is well versed in the art of management in China's life insurance market. The Company's core management team and key personnel comprise those who have in-depth knowledge and understanding of the life insurance market in China, including members of the Company's senior management, experienced underwriting personnel, insurance actuaries and investment managers. During the Reporting Period, there was no change of these personnel which might have a material impact on the Company. and stable Address: 60 Wall Street, New York, NY 10005 Debevoise & Plimpton LLP International Auditor Ernst & Young Address: 22/F, CITIC Tower, 1 Tim Mei Avenue, Central, Hong Kong 6 China Life Insurance Company Limited Annual Report 2017 Core Competitiveness Prelude Long history and excellent brand Prominent principal business and solid financial strength Well- established network and leading technologies Profound and extensive customer base The predecessor of the Company, one of the first batch of enterprises to underwrite insurance business in China, was approved by the Central Government for establishment in October 1949, when the People's Republic of China was founded. After the restructuring and reorganization, the Company was successively listed at home and abroad, becoming the first financial insurance enterprise in China triple-listed on the Shanghai Stock Exchange, the Hong Kong Stock Exchange and the New York Stock Exchange. The Company is a key member of China Life Insurance (Group) Company, which is enlisted in Fortune "Global 500" and "The World's 500 Most Influential Brands”. Since its establishment, the Company has played the role of an explorer and pioneer in China's life insurance industry, and has committed to creating a world-class financial insurance brand. Through long-term and continuous brand building, China Life has become one of the famous and strong brands in the world with growing brand value and influence. As at 31 December 2017, the brand of China Life has been ranked as one of the "The World's 500 Most Influential Brands" published by World Brand Lab for eleven consecutive years, and was again ranked No. 4 on the 2017 (the 14th session) “China's 500 Most Valuable Brands" list published by World Brand Lab. The Company sticks to its principal business, further explores the huge potentials of the life insurance market, and maintains its leading position in China's life insurance market. In 2017, the Company's gross written premiums exceeded RMB500,000 million, achieving a new record high. Through the long-term development and accumulation, the Company has solid financial strength comparable to world-class enterprises in the world. As at 31 December 2017, the Company's total assets amounted to RMB2,897,591 million, ranking No. 1 in the life insurance industry in China. As one of the largest institutional investors in China, the Company becomes one of the largest insurance asset management companies in China through its controlling shareholding in China Life Asset Management Company Limited. As at the end of 2017, the total market capitalization of the Company was USD120,834 million, which ranked No. 1 among all listed life insurance companies in the world. The Company has a sound institutional and services network, with its business outlets and services counters covering both urban and rural areas. As at the end of the Reporting Period, the total number of sales force of the Company across all channels was 2.025 million, which forms a unique and powerful distribution and services network in China and through which, the Company becomes the life insurance service provider within the reach of customers. Moreover, the Company vigorously promotes the upgrade of “Online China Life", "Intelligent China Life” and “Digital China Life" by taking advantages of mobile internet technologies, so as to cultivate its first-class operational management, risk control and customer services. The Company strives to establish a customer services system equipped with mobile, intelligent and sociable features, and leverages technologies to provide convenient insurance services to the public. The Company has an extensive customer base. As at 31 December 2017, the Company had approximately 268 million long-term individual and group life insurance policies, annuity contracts and long-term health insurance policies in force, offering insurance services for over 500 million customers. Professional core team *Ms. Li Yinghui, Securities Representative of the Company, is also the main contact person of the external Company Secretary engaged by the Company China Life 86-10-66575112 8 10 Prelude Definitions and Material Risk Alert In this annual report, unless the context otherwise requires, the following expressions have the following meanings: The Company' CLIC AMC Pension Company AMP CLWM CLP&C 7 CLI CSRC HKSE SSE Company Law Insurance Law Securities Law Articles of Association China or PRC RMB China Life Insurance Company Limited and its subsidiaries China Life Insurance (Group) Company, the controlling shareholder of the Company China Life Asset Management Company Limited, a non-wholly owned subsidiary of the Company CIRC China Life Pension Company Limited, a non-wholly owned subsidiary of the Company Financial Summary Core Competitiveness liyh@e-chinalife.com 中国人寿保险股份有限公司 China Life Insurance Company Limited Stock Code: 2628 Annual Report 2017 Contents Prelude 3 Chairman's Statement 11 Management Discussion and Analysis 19 Business Highlights Embedded Value Significant Events 52 Corporate Governance Other Information 135 Financial Report 142 Prelude Definitions and Material Risk Alert 4 5 Company Profile 44 China Life AMP Asset Management Company Limited, an indirect non- wholly owned subsidiary of the Company 70 China Life Property and Casualty Insurance Company Limited, a non- wholly owned subsidiary of CLIC Fax Email I. BASIC INFORMATION 中國人壽保險股份有限公司(簡稱「中國人壽」) China Life Insurance Company Limited (“China Life”) Yang Mingsheng 16 Financial Street, Xicheng District, Beijing, P.R. China 100033 16 Financial Street, Xicheng District, Beijing, P.R. China 100033 86-10-63633333 86-10-66575722 www.e-chinalife.com 16/F, Tower A, China Life Centre, One Harbour Gate, 18 Hung Luen Road, Hung Hom, Kowloon, Hong Kong Telephone 852-29192628 II. CONTACT INFORMATION Board Secretary Li Mingguang 16 Financial Street, Xicheng District, Beijing, P.R. China 86-10-63631241 86-10-66575112 ir@e-chinalife.com Securities Representative Li Yinghui 16 Financial Street, Xicheng District, Beijing, P.R. China 86-10-63631191 China Life Wealth Management Company Limited, an indirect non-wholly owned subsidiary of the Company 852-29192638 Office Address ir@e-chinalife.com Fax China Insurance Regulatory Commission China Life Investment Holding Company Limited, a wholly-owned subsidiary of CLIC Name China Securities Regulatory Commission The Stock Exchange of Hong Kong Limited Shanghai Stock Exchange Company Law of the People's Republic of China Insurance Law of the People's Republic of China Securities Law of the People's Republic of China Articles of Association of China Life Insurance Company Limited For the purpose of this report, “China” or “PRC” refers to the People's Republic of China, excluding the Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan region Renminbi Yuan Material Risk Alert: Except for "the Company" referred to in the Consolidated Financial Statements. 4 China Life Insurance Company Limited Annual Report 2017 Company Profile Prelude The Company has stated in this report the details of its existing risks including risks relating to business and risks relating to investments and profitability. Please refer to the analysis of the risks which the Company may face in its future development in the section headed “Management Discussion and Analysis". Email Hong Kong Office Address The Company is a life insurance company established in Beijing, China on 30 June 2003 according to the Company Law and Insurance Law of the People's Republic of China. The Company was successfully listed on the New York Stock Exchange, the Hong Kong Stock Exchange and the Shanghai Stock Exchange on 17 and 18 December 2003, and 9 January 2007, respectively. The Company's registered capital is RMB28,264,705,000. Website Fax Telephone Telephone Postal Code Registered Name in English Legal Representative Registered Office Address Postal Code Registered Name in Chinese Our products and services include individual life insurance, group life insurance, and accident and health insurance. The Company is a leading provider of individual and group life insurance, annuity products and accident and health insurance in China. As at 31 December 2017, the Company had approximately 268 million long-term individual and group life insurance policies, annuity contracts, and long-term health insurance policies in force. We also provide both individual and group accident and short-term health insurance policies and services. The Company is a leading life insurance company in China and possesses an extensive distribution network comprising exclusive agents, direct sales representatives, and dedicated and non-dedicated agencies. The Company is one of the largest institutional investors in China, and becomes one of the largest insurance asset management companies in China through its controlling shareholding in China Life Asset Management Company Limited. The Company also has controlling shareholding in China Life Pension Company Limited. Current Office Address parties for RMB ten Company paid/fee Number of Number of shares held at shares held the beginning at the end of the year of the year changes connected Period in by the Remuneration in RMB ten in RMB ten Term Reason thousands 136.46 thousands thousands (before tax) Company Miao Ping Chairman of the Male April 1958 Since 11 July 2015 0 0 114.80 21.66 No Gender Date of Birth Supervisory Committee of the Position 1. from Total 0 0 558.00 Notes: Shi Xiangming 2. According to the “Procedural Rules for Board Meetings of China Life Insurance Company Limited”, Directors serve for a term of three years and may be re-elected. However, Independent Directors may not serve for more than six years. The positions of the Directors in this annual report reflect their positions as at the submission date of this annual report. The emoluments are calculated based on their terms of office during the Reporting Period. China Life Insurance Company Limited Annual Report 2017 69 89 Corporate Governance | 3. According to the requirements of the relevant remuneration policies of the Company, the final amount of emoluments of the Executive Directors is currently subject to review and approval. The result of the review will be disclosed when the final amount is confirmed. 4. Following the election at the 2016 Annual General Meeting of the Company and upon the approval by the CIRC, the appointment of Mr. Liu Huimin and Mr. Yin Zhaojun as Directors of the Company became effective from 31 July 2017. Following the election at the First Extraordinary General Meeting 2017 of the Company and upon the approval by the CIRC, the appointment of Mr. Yuan Changqing as a Director of the Company became effective from 11 February 2018. Reporting fund paid annuity during the emolument enterprise Company received the Whether from Name fund and housing received insurance, emoluments social Total benefits, Other (II) Current Supervisors provident Supervisor Since 15 March 2018 November 1959 Since 25 May 2009 Notes: 1. Pursuant to the Articles of Association, Supervisors serve for a term of three years and may be re-elected. 2. The positions of the Supervisors in this annual report reflect their positions as at the submission date of this annual report. The emoluments are calculated based on their terms of office during the Reporting Period. China Life Insurance Company Limited Annual Report 2017 3. 4. According to the requirements of the relevant remuneration policies of the Company, the final amount of emoluments of the Chairman of the Supervisory Committee and the Supervisors is currently subject to review and approval. The result of the review will be disclosed when the final amount is confirmed. Following the election at the First Extraordinary General Meeting 2017 of the Company and upon the approval by the CIRC, the appointment of Mr. Luo Zhaohui as a Supervisor of the Company became effective from 11 February 2018. Following the election at the Sixth Extraordinary Meeting of the Second Session of the Employee Representative Meeting of the Company and upon the approval by the CIRC, the appointment of Mr. Song Ping as a Supervisor of the Company became effective from 15 March 2018. (III) Current Senior Management Corporate Governance Other benefits, social insurance, Total Term Gender Date of Birth Position Name enterprise during the received annuity fund Reporting emolument paid by the Period in from paid Company RMB ten connected in RMB ten in RMB ten thousands parties of thousands thousands (before tax) the Company Remuneration 459.65 for share held Reason the beginning Number of Number of share held at mally fund from the and Company Whether housing emoluments provident received at the end 0 0 Total 0 0 0 0 Since 11 February 2018 March 1974 0 Male Luo Zhaohui Wang Cuifei No 157.61 32.24 125.37 0 Supervisor Male Yes Employee Representative Female January 1964 Supervisor Employee Representative Male Supervisor 90 90 No 0 0 Yes Song Ping June 1964 165.58 31.41 134.17 0 0 Since 11 July 2015 No 30.00 0 30.00 in RMB ten in RMB ten thousands of the Name Position Gender Date of Birth Term of the year of the year changes thousands thousands (before tax) Company Yang Mingsheng Chairman of the Board, Male for August 1955 0 0 0 0 Yes Executive Director Lin Dairen Executive Director Male Xu Hengping Xu Haifeng Yuan Changqing Executive Director Male June 1958 November 1958 Since 27 October 2008 Since 22 May 2012 parties RMB ten Company of the year of work Directors, Supervisors, Senior Management and Employees I. DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT (I) Current Directors Other benefits, social Total Corporate Governance insurance, emoluments housing received provident from fund and the Whether paid/fee Reason held at the shares held beginning at the end connected Period in by the 0 Remuneration Reporting from fund paid Number annuity during the emolument received enterprise Company of shares Number of 0 140.00 21.88 161.88 Chang Tso Tung Stephen Independent Director Male November 1948 Since 20 October 2014 32.00 32.00 Yes Robinson Drake Pike Independent Director Male October 1951 Since 11 July 2015 32.00 0 32.00 No Tang Xin 0 Since 20 July 2016 April 1939 Female Independent Director Leung Oi-Sie Elsie Yes Yes 0 32.00 Since 7 March 2016 September 1971 Male Independent Director 32.00 0 0 0 No Since 11 July 2015 0 113.40 21.66 135.06 No Executive Director Non-executive Director Male Male May 1959 Since 11 July 2015 0 21.66 135.06 No September 1961 Since 11 February 2018 0 0 0 Since 31 July 2017 July 1965 Non-executive Director Male Yin Zhaojun Yes 0 0 Since 31 July 2017 June 1965 Non-executive Director Male Liu Huimin Yes 0 0 113.40 to adjustment Corporate Governance 0 0 0 0 December 1961 24 July 2012 Non-executive Male Director Wang Sidong Yes Resigned due to adjustment 00/000 Ye -7 April 2017 Director 27 October 2008 Non-executive Male January 1965 Miao Jianmin Company changes thousands thousands (before tax) of the year changes RMB ten parties Name Previous Position the beginning at the end -12 January 2018 for Since March 2018 thousands of the Reason for Gender Date of Birth Term of the year in RMB ten in RMB ten Company of work Yes Resigned due 21.71 135.11 No Since October 2016 0 112.00 21.71 133.71 No Yes Resigned due arrangements of work adjustment 0 0 0 -23 February 2018 to adjustment of work arrangements Liu Jiade Non-executive Male Feburary 1963 11 July 2015 0 arrangements 0 0 0 Yes Resigned Director -8 August 2017 Xiong Junhong Supervisor Female December 1968 20 October 2014 0 paid Reason share held Total 0 0 10.33 43.00 No No 1,038.79 annuity received enterprise Company Whether from the fund and provident received housing emolument Total 91 Corporate Governance Notes: 1. 2. The positions of the members of the Senior Management in this annual report reflect their positions as at the submission date of this annual report. The emoluments are calculated based on their terms of office during the Reporting Period. 0 According to the requirements of the relevant remuneration policies of the Company, the final amount of emoluments of the Senior Management is currently subject to review and approval. The result of the review will be disclosed when the final amount is confirmed. With the approval given at the twelfth meeting of the fifth session of the Board of Directors of the Company and the approval by the CIRC, Mr. Li Mingguang was appointed as the Board Secretary of the Company with effect from 28 June 2017. With the approval given at the fourteenth meeting of the fifth session of the Board of Directors of the Company, Mr. Zhan Zhong was appointed as the Marketing Director of the Company with effect from 24 August 2017. With the approval given at the fourteenth meeting of the fifth session of the Board of Directors of the Company and the approval of the CIRC, Mr. Zhao Peng was appointed as an Assistant to the President of the Company with effect from 12 October 2017. With the approval given at the nineteenth meeting of the fifth session of the Board of Directors of the Company, Mr. Zhao Peng was appointed as the Vice President of the Company with effect from 2 March 2018, Mr. Ruan Qi was appointed as the Vice President of the Company (his qualification as the Vice President of the Company is subject to the approval of the CIRC), and Ms. Yang Hong was appointed as the Operation Director of the Company with effect from 2 March 2018. 92 China Life Insurance Company Limited Annual Report 2017 (IV) Resignation and Retirement of Directors, Supervisors and Senior Management Other benefits, social insurance, 3. 0 Since March 2018 27 5.54 26.25 0 0 during the emolument Salary/ 31.79 fund Number of Number of Remuneration paid by the Period in from connected share held at Reporting 113.40 No 0 32.67 0 0 Since August 2017 Male April 1968 Female February 1967 Operation Director Refer to the Notes Yang Hong Zhan Zhong approval of CIRC) subject to the (his qualification is No 98.00 29.94 127.94 Marketing Director Since July 2016 July 1963 Male September 1968 April 1972 July 1966 Male Mr. Lin Dairen, born in 1958, Chinese Mr. Yang became an Executive Director and the Chairman of the Company in May 2012. He has been the Chairman of China Life Insurance (Group) Company since March 2012, the Chairman of China Life Property and Casualty Insurance Company Limited since March 2012, the Chairman of China Life Insurance (Overseas) Company Limited since January 2013, the Chairman of China Life Asset Management Company Limited since December 2013, and the Chairman of China Guangfa Bank Co., Ltd. since September 2016. Mr. Yang has many years of experience in financial industry. He acted as the Vice Chairman of China Insurance Regulatory Commission from 2007 to 2012, and worked for Agricultural Bank of China from 1980 to 2007, where he held various positions such as the Vice President of Shenyang Branch, Head of the Industrial Credit Department of the head office and President of Tianjin Branch. He was appointed as the Vice President of Agricultural Bank of China in 1997 and was then promoted to the President of Agricultural Bank of China in 2003. Mr. Yang, a senior economist, graduated from the Faculty of Finance of Nankai University, majoring in monetary banking with a master's degree in economics. Mr. Yang Mingsheng, born in 1955, Chinese DIRECTORS Corporate Governance 93 Annual Report 2017 China Life Insurance Company Limited Corporate Governance 195.27 arrangements of work to adjustment No Resigned due arrangements of work to adjustment 49.39 Representative Director -2 January 2018 Zheng Yong Board Secretary Male November 1962 5 June 2013 00/35.00 Mr. Lin became an Executive Director of the Company in October 2008, and was appointed as the President of the Company by the Board in March 2014. He serves concurrently as a Non-executive Director of China Life Property and Casualty Insurance Company Limited, China Life Pension Company Limited and China Life Asset Management Company Limited. He served as the Vice President of the Company from 2003 to March 2014, and an Executive Director and the President of China Life Pension Company Limited from November 2006 to March 2014. Mr. Lin graduated with a bachelor's degree in medicine from Shandong Province Changwei Medical Institute in 1982. Mr. Lin, a senior economist, has over 30 years of experience in the operation of the life insurance business and insurance management, and was awarded special allowance by the State Council. He is currently the Chairman of the China Life Foundation, the Vice Chairman of the Insurance Institute of China and the Insurance Association of China, a Non-executive Director of China Insurance Security Fund Co., Ltd., the Deputy Director of the Life Insurance Committee of the Insurance Association of China and the Director of the Insurance Institutional Investors Professional Committee of the Insurance Asset Management Association of China. 10.39 -27 April 2017 Total 0 to adjustment of work arrangements No Resigned due 45.39 11.47 94 China Life Insurance Company Limited Annual Report 2017 China Life Insurance Company Limited Annual Report 2017 98 98 Ms. Leung Oi-Sie Elsie became an Independent Director of the Company in July 2016. She was the first Secretary for Justice of Hong Kong, as well as a member of the Executive Council of Hong Kong. She is currently the Deputy Director of the Hong Kong Basic Law Committee of the Standing Committee of the National People's Congress and a consultant of Iu, Lai & Li Solicitors & Notaries. Ms. Leung served as a member of the Social Welfare Advisory Committee and the Equal Opportunities Commission, an executive committee member and a council member of the Hong Kong Federation of Women, the Chairperson and President of the International Federation of Women Lawyers, and the Honorary President of the Nanhai Worldwide Friendship Federation. She is a Justice of the Peace, a Notary Public and a China-Appointed Attesting Officer. She has been awarded the "Grand Bauhinia Medal” and admitted as a solicitor by the Law Societies of Hong Kong and England. Ms. Leung graduated from the University of Hong Kong with a master's degree in law, and is a fellow of the International Academy of Matrimonial Lawyers. She has been an Independent Non-executive Director of United Company RUSAL Plc since December 2009, an Independent Non-executive Director of China Resources Power Holdings Company Limited since April 2010. She has been an Independent Non-executive Director of PetroChina Company Limited since June 2017. Ms. Leung Oi-Sie Elsie, born in 1939, Chinese Mr. Tang became an Independent Director of the Company in March 2016. He is a professor of the School of Law of Tsinghua University, the Deputy Head of the Commercial Law Research Center of Tsinghua University, an associate editor of “Tsinghua Law Review", a member of the Listing Committee of the Shanghai Stock Exchange, the Chairman of the Independent Director Committee of the China Association for Pubic Companies, and an Independent Director of each of Harvest Fund Management Co., Ltd., GF Securities Co., Ltd. and Oriza Holdings Co., Ltd. Mr. Tang was elected as a member of the first and second sessions of the Merger, Acquisition and Reorganization Review Committee of the China Securities Regulatory Commission from 2008 to 2010. He served as an Independent Director of China Spacesat Co., Ltd. from 2008 to 2014, an Independent Director of each of SDIC Power Holdings Co., Ltd. and Changjiang Securities Company Limited from 2009 to 2013, and an Independent Director of Beijing Rural Commercial Bank Co., Ltd. from 2009 to 2015. Mr. Tang graduated from Renmin University of China with bachelor's, master's and doctorate degrees in law. Mr. Tang Xin, born in 1971, Chinese Corporate Governance 97 China Life Insurance Company Limited Annual Report 2017 Mr. Pike became an Independent Director of the Company in July 2015. Before his retirement from Goldman Sachs in 2014, Mr. Pike served as the Managing Director of Goldman Sachs and the Chief Representative of the Beijing Representative Office of Goldman Sachs International Bank UK from August 2011 to May 2014, and the Managing Director of Goldman Sachs and the senior advisor and project coordinator sent to the Industrial and Commercial Bank of China by Goldman Sachs from January 2007 to August 2011. He was the Senior Vice President of Lehman Brothers and the Deputy Head and the Head of Asia Credit Risk Management of Lehman Brothers from July 2000 to December 2006. Mr. Pike has over 30 years of experience in the Asian financial industry with a focus on risk management and China's banking industry. He holds a bachelor's degree of arts in Chinese Language and Literature from Yale University and a master's degree of public affairs in development economics from Princeton University's Woodrow Wilson School. Mr. Robinson Drake Pike, born in 1951, American Mr. Chang became an Independent Director of the Company in October 2014. He served as the Vice Chairman of the Greater China Region of Ernst & Young, the Managing Partner for professional services and the Chairman of auditing and consulting service of Ernst & Young until his retirement in 2004. From 2007 to 2013, Mr. Chang was an Independent Non-executive Director of China Pacific Insurance (Group) Co., Ltd. Mr. Chang is currently an Independent Non-executive Director of China Cinda Asset Management Co., Ltd., Kerry Properties Limited and Hua Hong Semiconductor Limited, all of which are listed on the HKSE. Mr. Chang has been practicing as a certified public accountant in Hong Kong for around 30 years and has extensive experience in accounting, auditing and financial management. Mr. Chang holds a bachelor's degree of science from the University of London, and is a fellow member of the Institute of Chartered Accountants in England and Wales. Mr. Chang Tso Tung Stephen, born in 1948, Chinese Mr. Yin became a Non-executive Director of the Company in July 2017. He has been the Vice President of China Life Insurance (Group) Company since October 2016. He joined the Bank of Communications in July 1990, and consecutively served as an Assistant to the President of Beijing branch and the Vice President of Shanxi branch of the Bank of Communications from 2005, and the President of Shanxi branch, Hebei branch and Beijing branch of the Bank of Communications from 2011. Mr. Yin graduated from the China University of Political Science and Law with a master's degree in public administration. Before that, he graduated from the Faculty of Accounting of the Beijing College of Finance and Commerce with a bachelor's degree in economics. Mr. Yin Zhaojun, born in 1965, Chinese China Life Insurance Company Limited Annual Report 2017 Mr. Xu Hengping, born in 1958, Chinese Mr. Xu became an Executive Director of the Company in July 2015. He has been the Vice President of the Company since November 2014, the Chief Operating Officer of the Company since August 2010, the General Manager of the Company's Fujian Branch since April 2007, the Deputy General Manager of the Company's Fujian Branch since December 2002, an Assistant to the General Manager of the Company's Fujian Branch since September 1998, and the Division Chief of the Personal Insurance Division of the Company's Fujian Branch since July 1996. Mr. Xu served as the General Manager of the Sales Department and the General Manager of Longyan Branch of Fuzhou Life Insurance Company Limited. Mr. Xu graduated from Hunan University, majoring in finance. Mr. Xu, a senior economist, has over 35 years of experience in operation of the life insurance business and insurance management. Corporate Governance Mr. Xu Haifeng, born in 1959, Chinese Mr. Xu became an Executive Director of the Company in July 2015. He has been the Vice President of the Company since November 2014 and a Non-executive Director of China Life Asset Management Company Limited since September 2015. He served as a Non- executive Director of China Life E-commerce Company Limited from January 2015 to January 2017. He served as the Business Controller of the Company from February to November 2014, during which he concurrently served as the General Manager of Hebei Branch of the Company. Mr. Xu served as the General Manager of Beijing Branch and the General Manager of Hebei Branch of the Company from 2006 to 2014. Prior to that, Mr. Xu served as the Deputy General Manager and General Manager of Linyi Branch in Shandong Province and the General Manager of the Business Management Department in Shandong Branch of the Company, the General Manager of Jinan Branch and the Deputy General Manager of Beijing Branch of the Company. Mr. Xu graduated from Linyi Foreign Language Normal University in 1982, from Shandong Provincial Party School majoring in economic management in 1996, and obtained a master's degree in business administration from Zhongnan University of Economics and Law in 2007. Mr. Xu, a senior economist, has over 30 years of experience in the operation of life insurance business and insurance management. China Life Insurance Company Limited 94 Annual Report 2017 Corporate Governance Mr. Yuan Changqing, born in 1961, Chinese Mr. Yuan became a Non-executive Director of the Company in February 2018. He is the Vice Chairman, President and Deputy Secretary to the Party Committee of China Life Insurance (Group) Company. Mr. Yuan served as the Chairman of the Supervisory Committee and the Deputy Secretary to the Party Committee of Agricultural Bank of China Limited from April 2015 to May 2017. He served as the Deputy General Manager and the Secretary to the Discipline Inspection Committee of China Everbright Group Corporation Limited from November 2014 to April 2015, the Secretary to the Discipline Inspection Committee of China Everbright Group Limited from December 2008 to August 2012, and an Executive Director, the Deputy General Manager and the Secretary to the Discipline Inspection Committee of China Everbright Group Limited from August 2012 to November 2014, during which he concurrently acted as the Chairman of Everbright Securities Company Limited. During the period from 1995 to 2008, he served as the Vice President, President and Secretary to the Party Committee of Xinjiang Branch, the President and Secretary to the Party Committee of Henan Branch, and the Director of the Organization Department of the Party Committee and the General Manager of the Human Resources Department of the head office of Industrial and Commercial Bank of China Limited. During the period from 1981 to 1995, he held various professional and management positions in branch offices of the People's Bank of China and Industrial and Commercial Bank of China. Mr. Yuan, a senior economist, graduated from the University of Hong Kong, majoring in international business administration with a master's degree in business administration. Mr. Liu Huimin, born in 1965, Chinese Mr. Liu became a Non-executive Director of the Company in July 2017. He has been the Vice President of China Life Insurance (Group) Company since September 2013. He served as the Vice President of China Life Asset Management Company Limited from 2004, and the President and a Director of the same company from 2006, during which he concurrently served as the Chairman of China Life Franklin Asset Management Company Limited and the Chairman of China Life AMP Asset Management Co., Ltd., etc. Mr. Liu graduated from the Peking University with a doctoral degree in international law. Before that, he graduated from the School of Social Sciences of the University of Sussex in the United Kingdom with a master's degree in development economics and the Peking University with a bachelor's degree in national economic management, respectively. 96 95 Annual Report 2017 37.92 0 May 1959 Since November 2014 0 0 113.40 21.66 135.06 No Li Mingguang Vice President, Male July 1969 Appointed as Vice 113.40 21.84 135.24 No Chief Actuary, Vice President Ruan Qi Male Vice President Vice President Zhao Peng Xiao Jianyou Male Male Zhao Lijun Secretary since June 2017 since March 2012, Board 2014, Chief Actuary Board Secretary President since November Vice President 0 Vice President No Zhan Zhong Employee Male April 1968 11 July 2015 0 79.67 20.82 100.49 arrangements No Resigned due -21 August 2017 Director Li Guodong Employee Male April 1965 31 August 2017 Representative Xu Haifeng of the year changes President 21.66 135.06 113.40 0 0 November 1958 Since November 2014 Male Lin Dairen Vice President No 21.88 161.88 140.00 Since April 2014 June 1958 Male Xu Hengping China Life Insurance Company Limited IV. EMPLOYEES (I) Employees Corporate Governance Board Secretariat/Company Secretary Board Secretary Strategy and Investment Decision Committee 108 Risk Management Committee Nomination and Remuneration Committee Audit Committee Supervisory Committee Board of Directors Shareholders' General Meeting The Company implements good corporate governance policies and strongly believes that through fostering sound corporate governance, further enhancing its transparency and establishing effective system of accountability, the Company can operate in a more systematic manner, make decisions in a more scientific way, and boost the confidence of investors. OVERVIEW OF CORPORATE GOVERNANCE I. Corporate Governance Corporate Governance China Life Insurance Company Limited Annual Report 2017 107 Adhering to the philosophy of “people-oriented and both capability and integrity being equally important”, the Company has been promoting the unity between the growth of the Company and its employees in a harmonious way. In 2017, the Company implemented the work requirements of “close to the frontline, close to the practice and adapt to the era” in great depth, and pushed forward employees' trainings to local branches and frontline business management teams for further in-depth development under the direction of its "speedy development, transformation and upgrade, and risk prevention and control" strategy. The Company also strengthened training supports for its key personnel (including local management teams, sales management teams and key personnel in all professional sectors), and focused on personnel reserve and education of companies at all levels, thus facilitating the transformation of training results into operating performance. The Company actively broadened its horizon for trainings, enriched training methods, injected training resources and introduced advanced training technologies, which constantly improved the training system for the entire career development of employees. Through the implementation of a series of training programs with prominent themes and clear objectives, the Company effectively promoted its relevant work in business development, team building, cultural cultivation, service improvement, efficiency optimization and risk prevention in 2017. (III) Training Plans The Company has established a remuneration and incentive system with reference to employee's positions, the Company's performance and market conditions. (Corporate Governance Structure Chart) Corporate Governance With the establishment of a corporate governance system with reasonably designed structure, well-developed mechanism, strict rules and regulations, as well as high efficiency in operation as its core objectives, the Company continues to promote development of its corporate governance framework, strictly perform its obligation of information disclosure, enhance its transparency and actively serve the interest of public investors so as to enhance its image and position in the capital market. 2. Yin Zhaojun Luo Zhaohui China Life Insurance (Group) Company China Life Insurance (Group) Company Vice Chairman, President Vice President Vice President Deputy General Manager of Strategic Planning Department Since March 2012 Since May 2017 Since September 2013 Since October 2016 Since July 2016 Corporate Governance 1. 2. 3. Basis for determination of the remuneration of Directors, Supervisors and senior management: The remuneration of Directors, Supervisors and senior management are determined based on the operating results of the Company and the performance appraisal conducted by the Board of Directors, and in accordance with the measures for the administration of remunerations of the Company. Actual payment of remuneration to Directors, Supervisors and senior management: During the Reporting Period, the remuneration actually received by all Directors, Supervisors and senior management (including the resigned Directors, Supervisors and senior management) from the Company totaled RMB18.1971 million. In accordance with the relevant requirements of the measures for the administration of remuneration of the Company, the standard for performance-based bonus (as part of the compensation) payable to Directors, Supervisors and senior management of the Company in 2017 has not yet been determined. China Life Insurance Company Limited Annual Report 2017 105 China Life Insurance Company Limited Annual Report 2017 In accordance with the regulatory requirements of its listed jurisdictions and the relevant provisions of its Articles of Association, the Company has continuously improved the decision-making mechanism of the Board. The Board is accountable to shareholders of the Company with respect to the assets and resources entrusted to it by the shareholders, and performs its duties on corporate governance. All members of the Board have taken initiatives to look into the Company's affairs and have had a comprehensive understanding of the Company's businesses. They have devoted sufficient time in performing their duties as Directors with due care and in a diligent and efficient manner. By setting up mechanisms including regular reporting of business development strategies and marketing tactics, the management of the Company can periodically report the business operation, development strategies and marketing tactics to the Board, which provides a basis for the Board's decision-making. The Company has set up a corporate governance structure with well-defined duties and responsibilities strictly in accordance with relevant laws, regulations and regulatory requirements, including the Company Law and the Securities Law of the PRC. The corporate governance structure of the Company generally meets the regulatory requirements of its listed jurisdictions and the relevant provisions. The Company has carried out its corporate governance procedures strictly in accordance with relevant laws, regulations and regulatory requirements, including the Company Law and the Securities Law of the PRC, as well as the requirements of its Articles of Association and procedural rules. Shareholders' general meetings, Board meetings and Supervisory Committee meetings of the Company have been functioning independently and coordinately. 1. Term (II) Remuneration Policy for Employees 4,060 Total Others Other expertise and technicians Insurance verification, claim processing and customer services Finance and auditing Sales and sales management Management and administration Class of Expertise Structure of Expertise 1. As at the end of the Reporting Period, the composition of the employees of the Company and its major subsidiaries is as follows: 14 Retired employees of the Company and its major subsidiaries for which extra costs have to be incurred 102,297 Employees in total 1,377 Number of employees of the Company's major subsidiaries 100,920 Number of employees of the Company China Life Insurance Company Limited Annual Report 2017 102,297 Number of Employees 38,859 2,347 31,861 59,810 4,219 Total Others Secondary School College Diploma Bachelor Master or above Number of Employees Education Level Education Level 2. 102,297 3,943 4,106 27,960 5,122 22,307 Position Chairman III. REMUNERATION OF DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT Decision-making procedures for the remuneration of Directors, Supervisors and senior management: The remuneration of Directors and Supervisors shall be approved by shareholders at general meetings, whereas the remuneration of senior management shall be approved by the Board of Directors. Liu Huimin Mr. Zhao Lijun, born in 1963, Chinese Mr. Li became the Vice President of the Company in November 2014. He has been the Chief Actuary of the Company since March 2012 and the Board Secretary of the Company since June 2017. Mr. Li joined the Company in 1996 and subsequently served as the Deputy Division Chief, the Division Chief, an Assistant to the General Manager of the Product Development Department, the Responsible Actuary of the Company and the General Manager of the Actuarial Department. He graduated from Shanghai Jiaotong University with a bachelor's degree in computer science in 1991, Central University of Finance and Economics majoring in monetary banking (actuarial science) with a master's degree in 1996 and Tsinghua University with an EMBA in 2010, and also studied in University of Pennsylvania in the United States in 2011. Mr. Li is a Fellow of the China Association of Actuaries (FCAA) and a Fellow of the Institute and Faculty of Actuaries (FIA). He was the Chairman of the first session of the China Actuarial Working Committee and the Secretary-general of both the first and the second sessions of the China Association of Actuaries. He is currently an Executive Director of the China Association of Actuaries, a Special Executive of the Board of Directors of the Insurance Institute of China and a member of the China National Master of Insurance Education Supervisory Committee. Mr. Li Mingguang, born in 1969, Chinese Mr. Xu Haifeng, please see the section “Directors” for his profile. Mr. Xu Hengping, please see the section “Directors” for his profile. Mr. Lin Dairen, please see the section “Directors” for his profile. SENIOR MANAGEMENT Corporate Governance China Life Insurance Company Limited Annual Report 2017 Mr. Song became a Supervisor of the Company in March 2018. He has been the General Manager of the Administration Office of the Company since January 2017. From 2006 to 2017, he successively served as an Assistant to the General Manager of the Development and Reform Department, an Assistant to the General Manager of Beijing Branch, the Deputy General Manager of the Legal and Compliance Department, the Deputy General Manager of the Human Resources Department, and the General Manager of the E-Commence Department of the Company. From 1999 to 2006, he successively served as the Division Chief of the Agents Management Department, the Individual Insurance Department and the Group Insurance Department of the Company. Mr. Song graduated from Peking University in July 1987, majoring in Chinese language and literature with a bachelor's degree of arts. Mr. Song Ping, born in 1964, Chinese 100 Ms. Wang became a Supervisor of the Company in July 2015. She has been the General Manager of the Work Department of the Trade Union of the Company since January 2018. Ms. Wang served as the General Manager of the Customer Services Department of the Company from September 2014 to February 2018 and the General Manager of the Sales Inspection Department of the Company from March 2009 to August 2014. She joined the Company in July 2001, and served successively as the person-in-charge (at the deputy director level) and the Manager of the Training Management Division of the Brokerage Agency Department, the Deputy General Manager of the Bancassurance Department and the General Manager of the Sales Inspection Department of the Company. Ms. Wang graduated from the Party School of the Central Committee of CPC with a bachelor's degree in economic management. Ms. Wang Cuifei, born in 1964, Chinese Corporate Governance 96 99 China Life Insurance Company Limited Annual Report 2017 Mr. Luo became a Supervisor of the Company in February 2018. Mr. Luo worked at the Risk Management Department of China Life Insurance Company and the General Office of China Life Insurance (Group) Company from August 2002 to August 2013, and was appointed as the Senior Manager of the Comprehensive Information Division of the General Office of China Life Insurance (Group) Company in May 2009 and an Assistant to the General Manager of the Strategic Planning Department of China Life Insurance (Group) Company in August 2013. Mr. Luo was seconded to Shijiazhuang Branch of the Company in Hebei Province as the Deputy General Manager during the period from November 2013 to October 2015, and was then appointed as the Deputy General Manager of the Strategic Planning Department of China Life Insurance (Group) Company in July 2016. Mr. Luo has been involved in strategic management related work for a long time, with considerable working experience in such aspects as risk management, market analysis and research, life insurance operation, as well as strategic planning and management. Mr. Luo, a senior economist, graduated from Peking University, majoring in finance with a doctoral degree. Mr. Luo Zhaohui, born in 1974, Chinese Mr. Shi became a Supervisor of the Company in May 2009, and has been the General Manager of the Supervisory Department of the Company since September 2008. Mr. Shi served as the Deputy General Manager of the Human Resources Department and the Office Director of the Company from September 2003 to September 2008. From March 2002 to August 2003, Mr. Shi served as the Deputy General Manager of the Supervisory Department of China Life Insurance Company. Mr. Shi graduated from the Chemistry School of the first branch college of Peking University with a bachelor's degree of science. Mr. Shi Xiangming, born in 1959, Chinese Corporate Governance Mr. Miao became the Chairman of the Supervisory Committee of the Company in July 2015. He served as an Executive Director of the Company from July 2014 to May 2015 and the Vice President of the Company from December 2009 to May 2015. Mr. Miao served as the General Manager of the Company's Jiangsu Branch from September 2006, the General Manager of the Company's Jiangxi Branch from September 2004, and the Deputy General Manager of the Company's Jiangsu Branch from April 2002. Mr. Miao graduated from the Correspondence College of Yangzhou University in 1996, majoring in economics and management. Mr. Miao, a senior economist, has over 30 years of experience in the operation of life insurance business and the management of insurance business. China Life Insurance (Group) Company China Life Insurance (Group) Company China Life Insurance (Group) Company SUPERVISORS 106 Mr. Zhao became the Vice President of the Company in July 2016. He served as the Chief Financial Officer and the General Manager of the Finance Department of China Life Insurance (Group) Company from May 2014 to April 2016. From 2012 to 2014, Mr. Zhao successively served as the Deputy General Manager (responsible for daily operation) and the General Manager of the Data Center of the Company. From 2010 to 2012, Mr. Zhao served as the General Manager of the Legal and Compliance Department of the Company. From 2008 to 2010, Mr. Zhao served as the Deputy General Manager of Shandong branch of the Company. From 2003 to 2008, Mr. Zhao successively served as an Assistant to the General Manager and the General Manager of the Finance Department of the Company. Prior to that, he successively served as a cadre in the Planning & Finance Department of the People's Insurance Company of China, the Director and Deputy Manager of the Planning & Finance Department of China Reinsurance Corporation in Hong Kong, the Deputy Manager and Manager of the Planning & Finance Department of China Insurance H.K. (Holdings) Company Limited, the Deputy Division Chief, the Division Chief and an Assistant to the General Manager of the Planning & Finance Department of China Life Insurance Company. Mr. Zhao graduated from the Accounting Department of Anhui Finance & Trade College with a bachelor's degree in industrial accounting and finance in 1987, and from Tsinghua University with an EMBA in 2010. Mr. Zhao is a senior accountant. China Life Insurance Company Limited Annual Report 2017 Mr. Miao Ping, born in 1958, Chinese Corporate Governance Yuan Changqing 101 Name Yang Mingsheng POSITIONS HELD BY CURRENT DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT IN SHAREHOLDERS OF THE COMPANY II. China Life Insurance Company Limited Annual Report 2017 Mr. Heng is the managing partner of Morison Heng, Certified Public Accountants. Mr. Heng holds a Master of Science degree of the Imperial College of Science, Technology and Medicine, the University of London. Mr. Heng is a member of The Hong Kong Institute of Certified Public Accountants and a fellow of The Association of Chartered Certified Accountants. Mr. Heng has over 10 years of experience in accounting and auditing for private and public companies and financial consultancy. Mr. Heng serves as an Independent Non-executive Director of China Fire Safety Enterprise Group Limited, Lee & Man Chemical Company Limited, Matrix Holdings Limited, Best Food Holding Company Limited and SCUD Group Limited, all of which are listed on the main board of the HKSE. Mr. Heng Victor Ja Wei, born in 1977, British COMPANY SECRETARY 104 Ms. Yang became the Operation Director in March 2018. She has been the General Manager of the Operation Service Center of the Company since January 2018. Ms. Yang successively served as the Deputy General Manager (responsible for daily operations) and General Manager of the Research and Development Center, the General Manager (at the general manager level of the provincial branches) of the Business Management Department and the General Manager (at the general manager level of the provincial branches) of the Business Process Management Department of the Company from 2011 to 2018. From 2002 to 2011, she successively served as an Assistant to the General Manager and the Deputy General Manager of the Business Management Department, and the General Manager of the Customer Service Department of the Company. Ms. Yang graduated from the Computer Science Department of Jilin University in 1989, majoring in system structure with a bachelor's degree of science, and from the School of Economics and Management of Tsinghua University in 2013 with a master's degree in business administration for senior management. Ms. Yang Hong, born in 1967, Chinese Corporate Governance Name of shareholder China Life Insurance Company Limited Annual Report 2017 Mr. Xiao became the Vice President of the Company in October 2016. He has been an Assistant to the President of the Company since July 2015 and a Non-executive Director of China Life Property and Casualty Insurance Company Limited since September 2015. He served as the General Manager of the Company's Jiangsu Branch from January 2014 and the Deputy General Manager (responsible for daily operation) of the Company's Jiangsu Branch from April 2013 to January 2014. From 2006 to 2013, he successively served as the Deputy General Manager, an Assistant to the General Manager and the Marketing Director of Jiangsu Branch and the General Manager and the Deputy General Manager of Taizhou Branch in Jiangsu Province. Before that, Mr. Xiao held various other positions at the Company's Jiangsu Branch, including the Deputy Manager of the Marketing Department and Management Department, an Assistant to the General Manager, the Deputy General Manager (responsible for daily operation) and the General Manager of the Personal Insurance Department. Mr. Xiao, a senior economist, graduated from Jiangxi Traditional Chinese Medicine College in 1991 with a bachelor's degree, and received the double bachelor's degrees in medicine and law from Jiangxi Traditional Chinese Medicine College and Nanjing University, respectively. 103 Mr. Xiao Jianyou, born in 1968, Chinese Mr. Zhao Peng, born in 1972, Chinese Mr. Zhao became the Vice President of the Company in March 2018. He has been an Assistant to the President of the Company since October 2017 and the General Manager of Zhejiang Branch of the Company since January 2015. From 2014 to 2015, he had successively served as the Deputy General Manager (at the general manager level of the provincial branches) and the person-in-charge of Zhejiang Branch of the Company. From 2003 to 2014, he successively held various positions in China Life Insurance (Group) Company, including the Division Chief of the Capital Management Division of the Finance Department, an Assistant to the General Manager and the Division Chief of the Capital Management Division of the Finance Department, an Assistant to the General Manager, the Deputy General Manager and the General Manager of the Finance and Accounting Department, and the General Manager of the Finance Department. From 1995 to 2003, Mr. Zhao successively served as a staff member of the Capital Division, a staff member of the Financial Management Division, the Deputy Division Chief and the Division Chief of the Capital Division of the Planning and Finance Department of China Life Insurance Company. Mr. Zhao graduated from Hunan College of Finance and Economics in July 1995, majoring in actuarial science with a bachelor's degree in economics, from Central University of Finance and Economics in June 2002, majoring in finance with a master's degree in economics, and from Tsinghua University in January 2007, majoring in business administration with a master's degree in Business Administration. China Life Insurance Company Limited Annual Report 2017 102 As approved by the nineteenth meeting of the fifth session of the Board of Directors of the Company held in March 2018, Mr. Ruan was appointed as the Vice President of the Company (whose qualification is subject to the approval of the CIRC). He has been the Chief Information Technology Officer of the Company since October 2016 and the General Manager (at the general manager level of the provincial branches) of the Information Technology Department of the Company since March 2016. He served as the General Manager of China Life Data Center and the General Manager (at the general manager level of the provincial branches) of the Information Technology Department of the Company from 2014 to 2016, and the Deputy General Manager and the General Manager of the Information Technology Department of the Company from 2004 to 2014. He successively served as the Deputy Division Chief of the Computer Division of Fujian Branch, and the Deputy Manager (responsible for daily operation) and the Manager of the Information Technology Department of the Company from 2000 to 2004. Mr. Ruan, a senior engineer, graduated from Beijing Institute of Posts and Telecommunications in August 1987, majoring in computer science and communications with a bachelor's degree in engineering and from Xiamen University with a master's degree in business administration for senior management (EMBA) in December 2007. Corporate Governance Mr. Zhan Zhong, born in 1968, Chinese Mr. Zhan became the Marketing Director of the Company in August 2017 He has been the General Manager (as the general manager level of the provincial branches) of the Individual Insurance Division of the Company since July 2014. Mr. Zhan served as the Deputy General Manager (responsible for daily operations) and the General Manager of the Company's Qinghai Branch from 2013 to 2014. From 2009 to 2013, Mr. Zhan successively served as the Deputy General Manager (responsible for daily operations) and the General Manager of the Individual Insurance Division of the Company. From 2005 to 2009, he had successively served as the General Manager of the Individual Insurance Division of the Company's Guangdong Branch and an Assistant to the General Manager of the Company's Guangdong Branch. From 1996 to 2005, he successively served as the Director of the Marketing Department of the Chengdu High-tech Sub-branch of Zhongbao Life Insurance Company, an Assistant to the Manager and the Manager of the Marketing Department of the Chengdu Branch, and the Deputy General Manager of the Chengdu Branch of Taikang Life Insurance Company. Mr. Zhan graduated from Kunming Institute of Technology in July 1989, majoring in industrial electric automation with a bachelor's degree in engineering. Mr. Ruan Qi, born in 1966, Chinese the year 1 2 meetings Number of attended 0 Name of Director 0 Type of Director attended Non-executive Director Non-executive Director by proxies meetings Attendance absent rate Miao Jianmin Liu Jiade 0 0 0 0 0 0 1 1 0 telephony 50% 0 Independent Director meetings physically attended by 0 required to attend during Number of Number of Number of Director was meetings the general Number of shareholders' Attendance records of the resigned Directors at the shareholders' general meetings convened during the Reporting Period: Corporate Governance 111 Tang Xin Annual Report 2017 50% 0 2 Independent Director Leung Oi-Sie Elsie 100% 0 meetings 0 0 2 2 China Life Insurance Company Limited 0 Number of meetings attended 0 attend two Number of consecutive meetings Attendance meetings Name of Director Type of Director the year attended telephony proxies Number of meetings attended by absent in person Yang Mingsheng Executive Director 6 Note 1 3 0 3 0 50% No rate meetings attended by physically attend during III. BOARD The Board is the standing decision-making body of the Company and its main duties include: performing the function of corporate governance of the Company, convening shareholders' general meetings, implementing resolutions passed at such meetings, improving the Company's corporate governance policies, approving the Company's development strategies and operation plans, formulating and supervising the Company's financial policies, annual budgets and financial reports, providing an objective evaluation on the Company's operating results in its financial reports and other disclosure documents, dealing with senior management personnel matters, arranging for Directors and senior management to attend various training courses, attaching importance to the enhancement of their professional quality, reviewing the compliance policies of the Company, assessing the internal control systems of the Company and reviewing the compliance by the Company with the Corporate Governance Code. The day-to-day management and operation of the Company are delegated to the management. The responsibilities of Non-executive Directors and Independent Directors include, without limitation, regularly attending meetings of the Board and the specialized Board committees of which they are members, providing opinions at meetings of the Board and the specialized Board committees, resolving any potential conflict of interest, serving on the Audit Committee, the Nomination and Remuneration Committee and other specialized Board committees, and inspecting, supervising and reporting on the performance of the Company. The Board is accountable to the shareholders of the Company and reports to them. Currently, the Board comprises eleven members, including four Executive Directors, three Non-executive Directors and four Independent Directors. The number of Independent Directors complies with the minimum requirement of three Independent Directors and the requirement that at least one-third of the Board be represented by Independent Directors under the Listing Rules of the HKSE. All members of the Board have devoted sufficient time in dealing with the affairs of the Board and attended the relevant training courses organized by external regulatory authorities and the Company according to regulatory requirements. They have referred to regulatory documents on a regular basis so as to keep themselves informed of the regulatory development in a timely manner. The Company has purchased director's liability insurances for its Directors, which provide protection to Directors for liabilities that might arise in the course of their performance of duties according to law and facilitate Directors to fully perform their duties. So far as the Company is aware, no financial, business, family or other material relationship exists among members of the Board, the Supervisory Committee or the senior management (including between the Chairman of the Board, Mr. Yang Mingsheng, and the President of the Company, Mr. Lin Dairen). China Life Insurance Company Limited Annual Report 2017 112 Corporate Governance In 2017, Independent Directors of the Company possessed extensive experience in various fields, such as macro- economics, finance and insurance, legal compliance, accounting and auditing. The Company also complies with the requirement of the Listing Rules of the HKSE that at least one of its Independent Directors has appropriate professional qualifications or accounting qualifications or related financial management expertise. As required under the Listing Rules of the SSE and the HKSE, the Company has obtained a written confirmation from each of its Independent Directors in respect of their independence, and the Company is of the opinion that all of the Independent Directors are independent of the Company and strictly perform their duties as Independent Directors. Pursuant to the Articles of Association, Directors shall be elected at the shareholders' general meeting for a term of three years and may be re-elected on expiry of the three-year term. However, Independent Directors may not serve for more than six years. Meetings of the Board are held both on a regular and an ad-hoc basis. Regular meetings are convened at least four times a year for the examination and approval of proposals, such as annual report, interim report, quarterly reports, related financial reports, and major business operations of the year. Meetings are convened by the Chairman of the Board and a notice is given to all Directors 14 days before such meetings. Agendas and related documents are sent to the Directors at least three days prior to such meetings. In 2017, all notices, agendas and related documents in respect of such regular Board meetings were sent in compliance with the above requirements. By fully reviewing all the relevant proposals, the Board has confirmed that the information contained in its periodic reports and financial reports is true, accurate and complete and contains no false representations, misleading statements or material omissions, and no event or situation which would have material adverse impacts on the Company's ongoing operation has been found. Regular Board meetings are held mainly to review the quarterly, interim or annual reports of the Company and to deal with other related matters. The practice of obtaining Board consent through the circulation of written resolutions does not constitute a regular Board meeting. An ad-hoc Board meeting may be convened in urgent situations if requisitioned by any of the following: shareholders representing over one-tenth of voting shares, Directors constituting more than one-third of the total number of Directors, the Supervisory Committee, more than two Independent Directors, the Chairman of the Board or the President of the Company. If the resolution to be considered at such ad-hoc Board meetings has been circulated to all the Directors and more than half of the Directors having voting rights approve such resolution by signing the resolution in writing, the ad-hoc Board meeting need not be physically convened and such resolution in writing shall become an effective resolution. If a Director is materially interested in a matter to be considered by the Board, the Director having such conflict of interest shall have no voting right on the matter to be considered and shall not be counted in the quorum for the Board meeting. All Directors shall have access to the advice and services of the Board Secretary and the Company Secretary. Detailed minutes of Board meetings regarding matters considered by the Board and decisions reached, including any concerns raised by Directors or dissenting views expressed, are kept by the Board Secretary. Minutes of Board meetings are available upon reasonable notice for inspection and comment upon by Directors. Currently, the fifth session of the Board comprises the following members: Mr. Yang Mingsheng, Mr. Lin Dairen, Mr. Xu Hengping and Mr. Xu Haifeng, all being Executive Directors, Mr. Yuan Changqing, Mr. Liu Huimin and Mr. Yin Zhaojun, all being Non-executive Directors, and Mr. Chang Tso Tung Stephen, Mr. Robinson Drake Pike, Mr. Tang Xin and Ms. Leung Oi-Sie Elsie, all being Independent Directors, with Mr. Yang Mingsheng as the Chairman of the Board. Mr. Miao Jianmin, Mr. Wang Sidong and Mr. Liu Jiade resigned from their positions as Directors due to adjustment of work arrangements. China Life Insurance Company Limited Annual Report 2017 113 Corporate Governance | During 2017, all Independent Directors of the Company attended internal training on the business development and the regulations on the connected transactions of the Company as organized by the departments of the Company such as the Strategy and Marketing Department and the Legal and Compliance Department. Pursuant to the regulatory requirements of the CIRC, all members of the Board attended training programs on anti-money laundering for the purpose of understanding the latest anti-money laundering rules and regulations and the Company's work on anti-money laundering, and enhancing the capability of Directors to safeguard against the risk of money laundering. 1. Meetings and attendance In 2017, six regular Board meetings were held by the fifth session of the Board, all of which were physical meetings. The attendance records of individual Directors are as follows: Whether the Number of meetings the Director was required to Directors failed to Independent Director Number of Number of meetings 1 Robinson Drake Pike Type of Director 0 China Life Insurance Company Limited Annual Report 2017 http://www.sse.com.cn http://www.hkexnews.hk http://www.e-chinalife.com http://www.sse.com.cn http://www.hkexnews.hk http://www.e-chinalife.com 20 December 2017 2. Eleven proposals including: the “Proposal in relation to the Report of the Board of Directors of the Company for the Year 2016”, the “Proposal in relation to the Report of the Supervisory Committee of the Company for the Year 2016”, the “Proposal in relation to the Financial Report of the Company for the Year 2016", the "Proposal in relation to the Profit Distribution Plan of the Company for the Year 2016", the "Proposal in relation to the Remuneration of Directors and Supervisors of the Company”, the “Proposal in relation to the Election of Mr. Liu Huimin as a Non-executive Director of the Fifth Session of the Board of Directors of the Company”, the “Proposal in relation to the Election of Mr. Yin Zhaojun as a Non- executive Director of the Fifth Session of the Board of Directors of the Company”, the “Proposal in relation to the Remuneration of Auditors of the Company for the Year 2016 and the Appointment of Auditors of the Company for the Year 2017”, the “Proposal in relation to the 'Framework Agreement for Daily Connected Transactions between the Company and Chongqing International Trust Inc.”, the “Proposal in relation to the ‘Entrusted Investment and Management Agreement for Alternative Investments with Insurance Funds' between the Company and China Life Investment Holding Company Limited” and the “Proposal in relation to the General Mandate for the Issuance of H Shares by the Company", etc. were considered and approved by a combination of on-site and online voting, and the “Duty Report of the Independent Directors of the Fifth Session of the Board of Directors of the Company for the Year 2016" and the "Report on the Status of Connected Transactions and the Execution of Connected Transactions Management System of the Company for the Year 2016" were received and reviewed at the 2016 Annual General Meeting held in Beijing on 31 May 2017. Two proposals including: the “Proposal in relation to the Election of Mr. Yuan Changqing as a Non-executive Director of the Fifth Session of the Board of Directors of the Company” and the “Proposal in relation to the Election of Mr. Luo Zhaohui as a Non-employee Representative Supervisor of the Fifth Session of the Supervisory Committee of the Company" were considered and approved by a combination of on-site and online voting at the First Extraordinary General Meeting 2017 held in Beijing on 20 December 2017. Attendance records of Directors at the shareholders' general meetings convened during the Reporting Period: Number of shareholders' Corporate Governance general meetings the Director was required to attend during Number of 110 Name of Director the year meetings physically attended Number of meetings attended by Number of meetings Number of attended meetings Attendance telephony by proxies absent Lin Dairen rate General Meeting 2017 First Extraordinary 4. 5. 6. 7. The Company has actively promoted the establishment of corporate governance, continuously improved its corporate governance structure and enhanced its scientific decision-making ability. In order to improve the decision-making efficiency of the specialized Board committees, the Board has established four specialized Board committees, i.e. the Audit Committee, the Nomination and Remuneration Committee, the Risk Management Committee, and the Strategy and Investment Decision Committee. These specialized Board committees conduct studies on specific matters, hold meetings on both regular and ad-hoc basis, communicate with the management, provide advice and recommendations for the Board's consideration, and deal with matters entrusted or authorized by the Board, for the purpose of improving the Board's efficiency and intensifying the Board's functions. The Supervisory Committee of the Company has carried out its work and performed its duties in accordance with the Articles of Association and the “Procedural Rules for Supervisory Committee Meetings". Members of the Supervisory Committee attended the shareholders' general meetings and the Supervisory Committee meetings, participated in the Board meetings and the meetings of the specialized Board committees based on their work allocation, and conducted investigations on local branches to have an in-depth understanding of the implementation of the decisions made by the Board, so as to diligently perform their role of supervision. The Company carried out the procedures relating to the resignation, retirement and appointment of Directors, Supervisors and senior management in compliance with the regulatory requirements of its listed jurisdictions and the provisions of its Articles of Association. Mr. Miao Jianmin, Mr. Wang Sidong and Mr. Liu Jiade resigned from the Board due to adjustment of work arrangements. Mr. Zhan Zhong and Mr. Li Guodong resigned from their positions as Employee Representative Supervisors due to adjustment of work arrangements. The Board considered and approved the proposals in relation to the nomination of Mr. Li Mingguang as the Board Secretary of the Company, nomination of Mr. Zhao Peng as an Assistant to the President of the Company, nomination of Mr. Zhan Zhong as the Marketing Director of the Company, nomination of Mr. Zhao Peng as the Vice President of the Company, nomination of Mr. Ruan Qi as the Vice President of the Company and nomination of Ms. Yang Hong as the Operation Director of the Company. Following the election at the 2016 Annual General Meeting of the Company and upon the approval by the CIRC, the appointment of Mr. Liu Huimin and Mr. Yin Zhaojun as Directors of the Company became effective from 31 July 2017. Following the election at the First Extraordinary General Meeting 2017 and upon the approval by the CIRC, the appointment of Mr. Yuan Changqing as a Director and Mr. Luo Zhaohui as a Supervisor became effective from 11 February 2018. Following the election at the Sixth Extraordinary Meeting of the Second Session of the Employee Representative Meeting of the Company and upon the approval by the CIRC, the appointment of Mr. Song Ping as a Supervisor of the Company became effective from 15 March 2018. The Company has made information disclosure in a timely, open and transparent manner pursuant to the requirements of the listing rules of its listed jurisdictions. The Company has continuously improved its management of investor relations and enhanced its communication with investors in both form and substance, thus ensuring that all shareholders enjoy equal rights and have access to information about the Company in an open, fair, true and accurate manner. The Board and the Supervisory Committee of the Company have conducted extensive investigation and research activities. The members of the Board subsequently carried out investigation and research on China Guangfa Bank Co., Ltd. (“CGB") and local branches of the Company in Guizhou Province for the purpose of understanding the operation of the local branches and their implementation of decisions of the Board and the management. The members of the Supervisory Committee carried out investigation and research on local branches of the Company in Guangxi Zhuang Autonomous Region for the purpose of examining the effectiveness of the implementation of decisions of the Board and the management, which thus enhanced the legal compliance and risk prevention of the Company in a practical manner. China Life Insurance Company Limited Annual Report 2017 109 Corporate Governance 20 December 2017 II. 9. The Company has actively organized Directors and Supervisors to attend various training courses and examinations. All Independent Directors of the Company attended internal training courses on the business development and the regulations on the connected transactions of the Company as organized by the departments of the Company such as the Strategy and Marketing Department and the Legal and Compliance Department. Pursuant to the regulatory requirements of the CIRC, all Directors and Supervisors attended training programs on anti-money laundering. The members of the Supervisory Committee attended the seminar of 2017 for the chairmen of the supervisory committees of listed companies as organized by China Association for Public Companies and special training courses of 2017 for directors and supervisors of listed companies within the territory of Beijing as organized by the Listed Companies Association of Beijing, etc. The new Directors and Supervisors of the Company sat for the examinations of the CIRC regarding the approval of qualifications of new directors, supervisors and senior management officers of insurance institutions as organized by the CIRC. They attended training courses for a total of 11 person-times. During the Reporting Period, the Company was named by the CIRC as a “high-quality” company in its corporate governance on-site evaluation. It also won the "Hong Kong Corporate Governance Excellence Award (Main Board Companies - Hang Seng Composite Index Constituent Companies)" in the “Hong Kong Corporate Governance Excellence Awards 2017” jointly organized by the Chamber of Hong Kong Listed Companies and the Centre for Corporate Governance and Financial Policy, Hong Kong Baptist University. SHAREHOLDERS' GENERAL MEETING The shareholders' general meeting, as an organ of the highest authority of the Company, exercises its duties and functions in accordance with relevant laws. Its duties and powers include the election, appointment and removal of Directors and Non-employee Representative Supervisors, review and approval of the reports of the Board and the Supervisory Committee, review and approval of the annual budget and final accounts of the Company, and any other matters required by the Articles of Association to be approved by way of resolution of the shareholders' general meeting. The Company ensures that all shareholders are equally treated so as to ensure that the rights of all shareholders are protected, including the right of access to information in relation to, and the right to vote in respect of, major matters of the Company. The Company has the ability to operate and manage its business autonomously, and is separate and independent from its controlling shareholder in its business operations, personnel, assets and financial matters. 1. Shareholders' general meetings convened during the Reporting Period are as follows: Session of the meeting Date of the meeting Index for websites on which resolutions were published Date of publication of resolutions 2016 Annual General Meeting 31 May 2017 31 May 2017 8. 100% Yang Mingsheng Lin Dairen 2 2 0 0 0 2 0 Liu Huimin Non-executive Director 1 0 0 1 Non-executive Director 0 Non-executive Director 1 1 0 0 0 100% Chang Tso Tung Stephen Independent Director 2 2 0 0 Yin Zhaojun Executive Director Wang Sidong 1 0 0 0 2 0 Executive Director 2 2 0 0 0 100% 50% Xu Hengping 2 1 0 0 1 50% Xu Haifeng Executive Director 2 1 0 0 Executive Director Executive Director 0 6 No Note 1 Note 2 Non-executive Director 3 0 1 2 0 33% Yes Notes: 100% 1. Corporate Governance At the eleventh meeting of the fifth session of the Board held on 23 March 2017, Mr. Liu Jiade attended the meeting by telephony. At the twelfth meeting of the fifth session of the Board held on 27 April 2017, Mr. Liu Jiade gave written authorisation for Mr. Xu Hengping to act as his proxy to attend and vote at the meeting; at the thirteenth meeting of the fifth session of the Board held on 14 July 2017, Mr. Liu Jiade gave written authorisation for Mr. Wang Sidong to act as his proxy to attend and vote at the meeting. China Life Insurance Company Limited Annual Report 2017 115 Corporate Governance 2. Performance of duties by Independent Directors In 2017, all Independent Directors of the Company possessed extensive experience in various fields, such as macro-economics, finance and insurance, legal compliance, accounting and auditing. They satisfied the criteria for Independent Directors under the regulatory rules of the Company's listed jurisdictions. The Independent Directors of the Company performed their duties pursuant to the Articles of Association and the provisions and requirements of the listing rules of the Company's listed jurisdictions. All Independent Directors diligently fulfilled their responsibilities and faithfully performed their duties by attending meetings of the Board and the specialized Board committees in 2017, examining and approving the Company's business development, its financial management and connected transactions, focusing on the necessity and compliance of the Company's connected transactions and the fairness of their pricing when reviewing the proposals in relation to the connected transactions, participating in the establishment of specialized Board committees, providing professional and constructive advice in respect of major decisions of the Company, seriously listening to the reports from relevant personnel, understanding the daily operation and any possible operational risks of the Company in a timely manner, and expressing their opinions and exercising their functions and powers at Board meetings, thus actively performing their duties as Independent Directors in an effective manner. The Board attached great importance to opinions and advice from Independent Directors, actively strengthened its communication with them and adopted their advice after careful deliberation and discussion. In 2017, the Company provided various materials to Independent Directors, which facilitated them to comprehend information associated with the insurance industry. All Independent Directors obtained information relating to the operation and management of the Company through various channels, which therefore formed the basis of their scientific and prudent decisions. In 2017, the Independent Directors of the Company and the representatives from the external auditors (Ernst & Young Hua Ming LLP and Ernst & Young) convened one special meeting to discuss on matters including the audit for the year 2016, the annual financial reports, and the impact of the implementation of the C-ROSS on the Company, and also discussed the work relating to the audit of the Company. 2. From 14 to 16 February 2017, Mr. Robinson Drake Pike, Mr. Tang Xin and Ms. Leung Oi-Sie Elsie, all being Independent Directors of the Company, carried out investigation and research on CGB for the purpose of understanding the insurance-banking collaboration and the risk control of CGB; from 31 July to 4 August 2017, Mr. Chang Tso Tung Stephen, Mr. Robinson Drake Pike and Mr. Tang Xin, all being Independent Directors of the Company, carried out investigation and research on local branches of the Company in Guizhou Province for the purpose of understanding the business development, financial control, remuneration and incentive measures, and risk control of the local branches. 0 0 Number of Number of attend two during Name of Director Type of Director the year meetings physically attended meetings attended by meetings Number of consecutive 0 attended Attendance meetings telephony by proxies absent rate in person Miao Jianmin Liu Jiade Non-executive Director 1 1 meetings Number of According to the arrangement of the Board for annual training courses, Mr. Chang Tso Tung Stephen, Mr. Robinson Drake Pike, Mr. Tang Xin and Ms. Leung Oi-Sie Elsie, all being Independent Directors of the Company, attended the internal training on the business development and the regulations on connected transactions of the Company as organized by nine departments of the Company including the Strategy and Marketing Department and the Legal and Compliance Department in Beijing from 31 May to 1 June 2017. 116 100% 2/2 Zhan Zhong Attendance rate Number of meetings attended Name of Supervisor During the Reporting Period, the attendance records of the resigned Supervisor at the Supervisory Committee Meetings are as follows: At the tenth meeting of the fifth session of the Supervisory Committee held on 23 March 2017, Ms. Wang Cuifei gave written authorisation for Mr. Zhan Zhong to act as her proxy to attend and vote at the meeting; at the fourteenth meeting of the fifth session of the Supervisory Committee held on 19 December 2017, Ms. Wang Cuifei i gave written authorisation for Mr. Shi Xiangming to act as her proxy to attend and vote at the meeting. At the twelfth meeting of the fifth session of the Supervisory Committee held on 24 August 2017, Ms. Xiong Junhong gave written authorisation for Mr. Shi Xiangming to act as her proxy to attend and vote at the meeting. At the thirteenth meeting of the fifth session of the Supervisory Committee held on 26 October 2017, Mr. Shi Xiangming gave written authorisation for Ms. Wang Cuifei to act as his proxy to attend and vote at the meeting. 3. 2. 2. 1. 100% 2/2 60% 3/5 Note 3 80% 4/5 Note 2 80% Note 1 4/5M 100% 5/5 Attendance rate Notes: During the Reporting Period, no Independent Director has raised any objection against the proposals and matters considered by the Board of the Company. The Supervisory Committee had no objection in respect of any matters under its supervision during the Reporting Period. Activities of the Supervisory Committee during the Reporting Period China Life Insurance Company Limited Annual Report 2017 Corporate Governance IV. CHAIRMAN AND PRESIDENT V. During the Reporting Period, Mr. Yang Mingsheng served as the Chairman of the Board of the Company. The Chairman of the Board is the legal representative of the Company, primarily responsible for convening and presiding over Board meetings, ensuring the implementation of Board resolutions, attending annual general meetings and arranging attendance by Chairmen of Board committees to answer questions raised by shareholders, signing securities issued by the Company and other important documents, providing leadership for the Board to ensure that the Board works effectively and performs its responsibilities, encouraging all Directors to make a full and active contribution to the Board's affairs, and promoting a culture of openness and debate. The Chairman of the Board is accountable to and reports to the Board. Mr. Lin Dairen was the President of the Company. The President is responsible for the day-to-day operations of the Company, including implementing strategies, policies, operation plans and investment schemes approved by the Board, formulating the Company's internal management structure and fundamental management policies, drawing up basic rules and regulations of the Company, submitting to the Board requests for appointment or removal of senior management officers and exercising other rights granted to him under the Articles of Association and by the Board. The President is fully accountable to the Board for the operations of the Company. SUPERVISORY COMMITTEE Pursuant to the Company Law and the Articles of Association, the Company has established a Supervisory Committee. The Supervisory Committee performs the following duties in accordance with the Company Law, the Articles of Association and the “Procedural Rules for Supervisory Committee Meetings": to examine the finances of the Company; to monitor whether the Directors, President, Vice Presidents and other senior management officers of the Company have acted in contravention of laws, regulations, the Articles of Association and resolutions of the shareholders' general meetings when discharging their duties; to review the financial information of the Company such as financial reports, results reports and profit distribution plans to be approved by the Board; to propose the convening of extraordinary shareholders' general meetings, to propose resolutions at shareholders' general meetings and to perform any other duties under the laws, regulations and regulatory rules of the Company's listed jurisdictions. The Supervisory Committee consists of Non-employee Representative Supervisors, such as shareholder representatives, and Employee Representative Supervisors, of which the Employee Representative Supervisors shall not be less than one-third of the Supervisory Committee. Non-employee Representative Supervisors, such as shareholder representatives, shall be elected and removed by a shareholders' general meeting while Employee Representative Supervisors shall be elected and removed by employees of the Company in a democratic manner. The Supervisory Committee is accountable to the shareholders and reports its work to the shareholders' general meeting according to relevant laws. It is also responsible for appraising the Company's operations, financial reports, connected transactions and internal control, etc. during the Reporting Period. Meetings of the Supervisory Committee are convened by the Chairman of the Supervisory Committee. According to the Articles of Association, the Company formulated the "Procedural Rules for Supervisory Committee Meetings" and established protocols for Supervisory Committee meetings. Supervisory Committee meetings are categorized as regular or ad-hoc meetings in accordance with the degree of pre-planning involved. There are at least three regular meetings each year, mainly to adopt and review financial reports and periodic reports, and examine the financial condition and internal control of the Company. Ad-hoc meetings are convened when necessary. China Life Insurance Company Limited Annual Report 2017 3. 117 The fifth session of the Supervisory Committee of the Company comprises Mr. Miao Ping, Mr. Shi Xiangming and Mr. Luo Zhaohui, all being Non-employee Representative Supervisors, Ms. Wang Cuifei and Mr. Song Ping, being Employee Representative Supervisors, with Mr. Miao Ping acting as the Chairman of the Supervisory Committee. In August 2017, Mr. Zhan Zhong resigned from his position as an Employee Representative Supervisor due to adjustment of work arrangements. Mr. Li Guodong resigned from his position as an Employee Representative Supervisor due to adjustment of work arrangements in January 2018. Ms. Xiong Junhong resigned from her position as a Non-employee Representative Supervisor due to adjustment of work arrangements in February 2018. 1. Meetings and attendance In 2017, five meetings were held by the fifth session of the Supervisory Committee. Attendance records of individual Supervisors are as follows: Name of Supervisor Miao Ping Shi Xiangming Xiong Junhong Wang Cuifei 3. China Life Insurance Company Limited Annual Report 2017 118 For the activities carried out by the Supervisory Committee during the Reporting Period, please refer to the "Report of the Supervisory Committee” in this annual report. Corporate Governance 6 failed to Whether 3 1 2 0 67% Yes Liu Huimin Non-executive Director 3 3 0 0 Note 5 0 No Yin Zhaojun Non-executive Director 3 Note 6 2 0 1 0 67% No Chang Tso Tung Stephen 100% Independent Director 6 Non-executive Director 0 0 0 100% No Xu Hengping Executive Director 6 4 Note 2 0 2 Note 4 0 No Xu Haifeng Executive Director Note 3 6 5 0 1 0 83% No Wang Sidong 67% the Director 6 4 0 100% No Notes: 1. 2. At the eleventh meeting of the fifth session of the Board held on 23 March 2017, Mr. Yang Mingsheng, the Chairman of the Board, gave written authorisation for Mr. Lin Dairen to act as his proxy to attend, vote at and chair the meeting; at the thirteenth meeting of the fifth session of the Board held on 14 July 2017, Mr. Yang Mingsheng, the Chairman of the Board, gave written authorisation for Mr. Lin Dairen to act as his proxy to attend, vote at and chair the meeting; at the sixteenth meeting of the fifth session of the Board held on 19 December 2017, Mr. Yang Mingsheng, the Chairman of the Board, gave written authorisation for Mr. Lin Dairen to act as his proxy to attend, vote at and chair the meeting. At the eleventh meeting of the fifth session of the Board held on 23 March 2017, Mr. Xu Hengping gave written authorisation for Mr. Xu Haifeng to act as his proxy to attend and vote at the meeting; at the fifteenth meeting of the fifth session of the Board held on 26 October 2017, Mr. Xu Hengping gave written authorisation for Mr. Xu Haifeng to act as his proxy to attend and vote at the meeting. 114 China Life Insurance Company Limited Annual Report 2017 3. 4. 0 5. 7. 8. 9. At the thirteenth meeting of the fifth session of the Board held on 14 July 2017, Mr. Xu Haifeng gave written authorisation for Mr. Xu Hengping to act as his proxy to attend and vote at the meeting. At the thirteenth meeting of the fifth session of the Board held on 14 July 2017, Mr. Wang Sidong attended the meeting by telephony. At the eleventh meeting of the fifth session of the Board held on 23 March 2017, Mr. Wang Sidong gave written authorisation for Mr. Miao Jianmin to act as his proxy to attend and vote at the meeting; at the twelfth meeting of the fifth session of the Board held on 27 April 2017, Mr. Wang Sidong gave written authorisation for Mr. Chang Tso Tung Stephen to act as his proxy to attend and vote at the meeting. At the fifteenth meeting of the fifth session of the Board held on 26 October 2017, Mr. Yin Zhaojun gave written authorisation for Mr. Liu Huimin to act as his proxy to attend and vote at the meeting. At the thirteenth meeting of the fifth session of the Board held on 14 July 2017, Mr. Chang Tso Tung Stephen attended the meeting by telephony; at the fourteenth meeting of the fifth session of the Board held on 24 August 2017, Mr. Chang Tso Tung Stephen attended the meeting by telephony. At the thirteenth meeting of the fifth session of the Board held on 14 July 2017, Mr. Robinson Drake Pike gave written authorisation for Mr. Tang Xin to act as his proxy to attend and vote at the meeting. At the thirteenth meeting of the fifth session of the Board held on 14 July 2017, Ms. Leung Oi-Sie Elsie attended the meeting by telephony. In 2017, the attendance records of the resigned Directors at the Board Meetings are as follows: Number of meetings the Director was required to attend 6. Note 7 1 Note 9 6 2 0 0 100% No Robinson Drake Pike Independent Director 6 Note 8 5 0 1 5 Li Guodong No Tang Xin Independent Director 6 6 0 0 0 100% No Leung Oi-Sie Elsie Independent Director 83% Corporate Governance 0 Wang Sidong Non-executive Director, member of the Nomination and Remuneration Committee of the fifth session of the Board 1/1 100% 2. Performance of duties by the Nomination and Remuneration Committee In 2017, the Nomination and Remuneration Committee performed its relevant duties and functions in strict compliance with the "Procedural Rules for Nomination and Remuneration Committee Meetings". All members of the Nomination and Remuneration Committee performed their obligations in a responsible manner and reviewed the proposals on the candidates for Directors, nomination of senior management officers, business objectives and appraisal results, the remuneration of Directors, Supervisors and senior management, and the report on the duty performance of the Audit Committee and the Nomination and Remuneration Committee. During meetings of the Nomination and Remuneration Committee, all members actively participated in discussions and gave guiding opinions on the proposals considered and discussed at the meetings. China Life Insurance Company Limited Annual Report 2017 Corporate Governance (1) Proposed appointment of Directors and senior management officers of the Company. In accordance (2) with the "Procedural Rules for Nomination and Remuneration Committee Meetings" and the Board diversity policy, the Nomination and Remuneration Committee carefully reviewed the structure of the Board, its number of members and composition (taking into account diversity factors, including gender, age, cultural and educational background, skills, knowledge and experience), fully reviewed the professional qualifications and industrial background of the candidates for Directors, examined and approved the proposal in relation to the nomination of Mr. Yuan Changqing as a Non-executive Director of the fifth session of the Board of Directors of the Company and submitted the opinions in relation thereto to the Board, conducted a careful assessment on the qualifications, skills, knowledge and experience of candidates for senior management officers to ensure that the candidates meet the requirements set by the Company, examined and approved the proposals in relation to the nomination of Mr. Li Mingguang as the Board Secretary of the Company, nomination of Mr. Zhao Peng as an Assistant to the President of the Company, nomination of Mr. Zhan Zhong as the Marketing Director of the Company and nomination of Ms. Zhang Jun as the responsible person of the Company for audit, etc, and submitted a review opinion to the Board. Proposed remuneration policy of Directors, Supervisors and senior management officers of the Company. The Nomination and Remuneration Committee took into account various factors such as business development management, strategic investment decisions, and corporate governance management and control, carefully examined and determined the specific remuneration packages of all Executive Directors and senior management officers, approved the terms of service contracts between the Company and each of the Executive Directors, Non-executive Directors and Independent Directors and pushed forward the signing of service contracts between the Company and all Directors, defined the rights, obligations and remunerations of Directors, and seriously appraised the performance of Directors in the discharge of their duties. Miao Jianmin (3) Carrying out the performance appraisal of senior management officers. The Nomination and Remuneration Committee reviewed the “Proposal on the Remuneration of Directors and Supervisors of the Company”, the “Proposal on the Remuneration of Senior Management Officers of the Company”, the “Proposal on the Results of Performance Appraisal of Senior Management Officers for 2016" and the "Proposal on the Performance Target Contract of Senior Management Officers for 2017”, and made recommendations to the Board in respect of matters such as the determination of performance target, performance appraisal procedures and results. Corporate Governance China Life Insurance Company Limited Annual Report 2017 123 Corporate Governance VIII. RISK MANAGEMENT COMMITTEE The Company established its Risk Management Committee on 30 June 2003. Currently, the Risk Management Committee of the fifth session of the Board comprises Ms. Leung Oi-Sie Elsie, an Independent Director, Mr. Xu Hengping, an Executive Director, and Mr. Liu Huimin and Mr. Yin Zhaojun, the Non-executive Directors, with Ms. Leung Oi-Sie Elsie acting as the Chairperson. In August 2017, Mr. Liu Jiade resigned from his position as a member of the Risk Management Committee of the fifth session of the Board due to adjustment of work arrangements. 124 The Risk Management Committee is mainly responsible for formulating the Company's system of risk control benchmarks, discussing with the management and assisting them in establishing well-developed risk management and internal control systems, examining and reviewing the Company's risk preference and risk tolerance, formulating the Company's risk management policy, reviewing the assessment reports in relation to the Company's risk management and internal control, studying major investigation findings on risk management and internal control matters as delegated by the Board or on its own initiative and the management's response to these findings, and dealing with major risk emergency events or crisis events or major disagreement in risk management. 1. Meetings and attendance In 2017, five regular meetings were held by the Risk Management Committee of the fifth session of the Board. Attendance records of individual members are as follows: Name of member (4) Conducting investigation and research on local branches. From 14 to 16 February 2017, Mr. Robinson Drake Pike, a member of the Nomination and Remuneration Committee, carried out investigation and research on CGB for the purpose of understanding the remuneration and incentive system of CGB. From 31 July to 4 August 2017, Mr. Chang Tso Tung Stephen, the chairman of the Nomination and Remuneration Committee, and Mr. Robinson Drake Pike, a member of the Nomination and Remuneration Committee, carried out investigation and research on local branches of the Company in Guizhou Province for the purpose of understanding the remuneration standard and appraisal incentive measures of the local branches and their sub-branches. Attendance rate meetings attended Position Meetings and attendance In 2017, four regular meetings were held by the Nomination and Remuneration Committee of the fifth session of the Board. Attendance records of individual members are as follows: Name of member Position Chang Tso Tung Stephen Independent Director, Chairman of the Number of meetings attended Attendance rate 4/4 Note 100% Nomination and Remuneration Committee of the fifth session of the Board Robinson Drake Pike Independent Director, member of the 4/4 100% Nomination and Remuneration Committee of the fifth session of the Board Non-executive Director, member of the 3/3 100% Nomination and Remuneration Committee of the fifth session of the Board Note: At the tenth meeting of the Nomination and Remuneration Committee of the fifth session of the Board held on 24 August 2017, Mr. Chang Tso Tung Stephen attend the meeting by telephony. In 2017, the attendance records of the resigned Director at the Nomination and Remuneration Committee Meetings are as follows: Number of Name of member Position 122 Leung Oi-Sie Elsie Number of Non-executive Director, member of the Risk Management Committee of the fifth session of the Board Number of meetings attended 1. The Strategy and Investment Decision Committee is mainly responsible for the drawing-up of long-term development strategies and significant investment or financing plans of the Company, proposing significant projects of capital operation and assets management, and conducting studies and making recommendations on other important matters affecting the development of the Company. The Company established the Strategy Committee on 30 June 2003. In October 2010, the proposal to establish the Strategy and Investment Decision Committee on the basis of the Strategy Committee was reviewed and approved at the ninth meeting of the third session of the Board. Currently, the Strategy and Investment Decision Committee of the fifth session of the Board comprises Mr. Tang Xin and Ms. Leung Oi-Sie Elsie, the Independent Directors, Mr. Lin Dairen and Mr. Xu Haifeng, the Executive Directors, with Mr. Tang Xin acting as the Chairman. IX. STRATEGY AND INVESTMENT DECISION COMMITTEE Conducting investigation and research on local branches. From 14 to 16 February 2017, Ms. Leung Oi- Sie Elsie, the chairperson of the Risk Management Committee, carried out investigation and research on CGB and received a special report given by Mr. Liu Jiade, the president of CGB, in respect of the current development and future plan for the purpose of understanding the risk control of CGB. She also made an on-site visit to Nanhai Financial Center of CGB and studied major investigation findings on risk management and internal control matters and the management's response to these findings. Receiving the report on the prevention against and control over misleading sales practices for the year 2017. In 2017, the Risk Management Committee received and reviewed the “Report on the Prevention Against and Control Over Misleading Sales Practices for the Year 2017” and gave guiding opinions on the commencement of anti-money laundering rectification measures by the Company in accordance with the regulatory authorities for the purpose of enhancing the Company' sales service level, improving its reputation and social image and further strengthening the risk control over misleading sales practices. (4) (3) Liu Jiade Corporate Governance China Life Insurance Company Limited Annual Report 2017 Providing its opinions for the review of the proposals on risk management to the Board. In 2017, the Risk Management Committee closely monitored and controlled and effectively prevented internal and external risks of the Company, assisted the Board in improving an internal control system of the Company, formulated an operational risk management policy of the Company, and reviewed the assessment reports on business risk and internal control of the Company according to the regulatory requirements in the PRC and overseas. The Risk Management Committee provided its opinions for the review of the proposals on risk management such as the work summary on anti-money laundering for the year 2016 and the work plan for the year 2017, the report on the rectification of issues identified during the anti-money laundering on-site enforcement inspection of the Company for the year 2016 and the rectification plan in relation thereto, the statement of the Company on risk preference for the year 2017, and the audit report on the solvency risk management system of the Company for the year 2017, which offered professional support to the Board's decision-making in a scientific manner. 2018 year (2) (1) Reviewing the risk analysis on major matters concerning the business operation and management of the Company. In 2017, the Risk Management Committee reviewed the risk analysis on major matters concerning the business operation and management of the Company, reviewed and approved the "Proposal in relation to the Financial Budget of the Company for the Year 2018”, the “Proposal in relation to the Risk Analysis on the Investment Plan of the Company for the Year 2018" and the "Proposal in relation to the Risk Compliance Analysis on the 'Strategic Asset Allocation Plan of the Company for the Years from 2018 to 2020" and gave guiding opinions on risk control for major matters concerning the business operation and management of the Company such as the financial budget of the Company for the year 2018 and the investment plan of the Company for the in accordance with the regulatory requirements of the CIRC on C-ROSS. In 2017, the Risk Management Committee performed its duties and functions in strict compliance with the "Procedural Rules for Risk Management Committee Meetings”. All members performed their obligations in a responsible manner and reviewed the proposals in relation to the internal control system of the Company, risk management and construction in compliance with law. During meetings of the Risk Management Committee, all members actively participated in discussions and gave guiding opinions on the proposals considered and discussed at the meetings. Performance of duties by the Risk Management Committee Note: At the seventh meeting of the Risk Management Committee of the fifth session of the Board held on 26 April 2017, Mr. Liu Jiade gave written authorisation for Mr. Xu Hengping to act as his proxy to attend and vote at the meeting. 2. Corporate Governance 50% 125 Position Name of member In 2017, attendance records of the resigned Director at the Risk Management Committee meetings are as follows: meetings attended Attendance rate 515 100% Xu Hengping Executive Director, member of the Risk 3/5 Note 1 60% Management Committee of the fifth session of the Board Liu Huimin Non-executive Director, member of the Risk 3/3 100% Management Committee of the fifth session of the Board Yin Zhaojun Non-executive Director, member of the Risk Management Committee of the fifth session of the Board Note 2 2/3 67% Notes: 1. 2. At the sixth meeting of the Risk Management Committee of the fifth session of the Board held on 22 March 2017, Mr. Xu Hengping gave written authorisation for Ms. Leung Oi-Sie Elsie to act as his proxy to attend and vote at the meeting; at the ninth meeting of the Risk Management Committee of the fifth session of the Board held on 26 October 2017, Mr. Xu Hengping gave written authorisation for Ms. Leung Oi-Sie Elsie to act as his proxy to attend and vote at the meeting; At the ninth meeting of the Risk Management Committee of the fifth session of the Board held on 26 October 2017, Mr. Yin Zhaojun gave written authorisation for Mr. Liu Huimin to act as his proxy to attend and vote at the meeting. China Life Insurance Company Limited Annual Report 2017 Independent Director, Chairperson of the Risk Management Committee of the fifth session of the Board 1. Corporate Governance 121 Position Name of member Number of In 2017, attendance records of the resigned Director at the Strategy and Investment Decision Committee meetings are as follows: Note: At the tenth meeting of the Strategy and Investment Decision Committee of the fifth session of the Board held on 22 March 2017, Mr. Xu Haifeng gave written authorisation for Mr. Tang Xin to act as his proxy to attend and vote at the meeting. 100% 5/5 80% 4/5 Note 100% 5/5 100% meetings attended 5/5 Number of meetings attended China Life Insurance Company Limited Annual Report 2017 126 Independent Director, Chairman of the Strategy and Investment Decision Committee of the fifth session of the Board Executive Director, member of the Strategy and Investment Decision Committee of the fifth session of the Board Executive Director, member of the Strategy and Investment Decision Committee of the fifth session of the Board Independent Director, member of the Strategy and Investment Decision Committee of the fifth session of the Board Leung Oi-Sie Elsie Xu Haifeng Lin Dairen Tang Xin Position Name of member In 2017, five regular meetings were held by the Strategy and Investment Decision Committee of the fifth session of the Board. Attendance records of individual members are as follows: Meetings and attendance Attendance rate Attendance rate Wang Sidong Non-executive Director, member of the Strategy China Life Insurance Company Limited Annual Report 2017 128 Corporate Governance Business operations: The Company independently develops personal insurance businesses, including life insurance, health insurance and accident insurance businesses, reinsurance relating to the above insurance businesses, use of funds permitted by applicable PRC laws and regulations or the State Council, as well as all types of personal insurance services, consulting business and agency business, sale of securities investment funds, and other businesses permitted by insurance administrative and regulatory authorities of the PRC. The Company currently possesses the “Insurance Company Legal Person Permit” (Number: 000005) issued by the CIRC. The Company is independently engaged in the businesses as prescribed in its business scope according to law, has separate sales and agency channels and is licensed to use licensed trademarks without consideration. The completeness and independence of the Company's business operations will not be adversely affected by its relationship with related parties. Organization: The Company has established a well-developed organizational system, under which internal bodies such as the Board and the Supervisory Committee operate separately. There is no subordinate relationship between such internal bodies and the functional departments of the Company's controlling shareholder. Finance: The Company has established a separate financial department, and an independent financial accounting system and financial management system; further, the Company makes financial decisions on its own; it employs separate financial personnel, opens separate accounts with banks and does not share bank accounts with CLIC; the Company, as a separate taxpayer, pays taxes individually according to law. Assets: The Company owns all assets relating to the operation of its principal business. At present, the Company does not provide any guarantee for its shareholders. The Company's assets are independent, complete, and independent of the shareholders of the Company and other related parties. management. INDEPENDENCE OF THE COMPANY FROM ITS CONTROLLING SHAREHOLDER Employees: The Company is independent in the aspects of employment, human resources and remuneration Conducting investigation and research on local branches. From 14 to 16 February 2017, Mr. Tang Xin, the Chairman of the Strategy and Investment Decision Committee, and Ms. Leung Oi-Sie Elsie, a member of the Strategy and Investment Decision Committee, carried out investigation and research on CGB for the purpose of understanding the implementation of insurance-banking collaboration; from 31 July to 4 August 2017, Mr. Tang Xin, the Chairman of the Strategy and Investment Decision Committee, carried out investigation and research on local branches of the Company in Guizhou Province for the purpose of understanding the business development of the local branches, supervising, evaluating and examining major issues such as the implementation of the Company's strategy and use of funds. (4) (3) Finalizing the Company's development plans and reports, and revising the measures for the administration of investment of the Company. In 2017, the Strategy and Investment Decision Committee discussed and reviewed proposals including the "Proposal in relation to the 'Assessment Report for the Outline of the 13th Five-year Development Plan for the Year 2016"", and submitted its opinions to the Board. Given that the CIRC subsequently rolled out a number of regulatory requirements to expand the market scope for the application of insurance capital and the types of investment and to set higher requirements for the management method and level of management of insurance capital investments, the Strategy and Investment Decision Committee carefully reviewed the "Proposal in relation to the Amendments to the 'Measures for the Administration of Investment of the Company" after taking into account the establishment of internal departments of the Company and the adjustment of their duties and functions. X. 127 Annual Report 2017 China Life Insurance Company Limited Discussing major strategic projects of the Company. In 2017, the Strategy and Investment Decision Committee reviewed major strategic projects of the Company, such as the strategic asset allocation plan of the Company for the years from 2018 to 2020, and investments by the Company in Jinxiu Project, Jinhou Project and Jinhong Project, fully discussed the necessity, feasibility and risks of the project proposals and made recommendations to the Board. ล (1) Reviewing annual investment plans and entrusted investments of the Company. In 2017, the Strategy and Investment Decision Committee carefully reviewed the proposals on investment plans such as the annual investment plan of the Company and the annual investment plan of the Company for self- use real estate, the proposals on authorisation of investments such as the annual authorisation by the Company of investment in non self-use real estate, the annual authorisation of investment entrusted by the Company in connection with Renminbi liberalization and the annual authorisation by the Company of investment in equity investment funds, and the proposals on investment guidelines such as the management guidelines on the investment made by AMC, Franklin Asset Management Company Limited and CLI under the entrustment of the Company. The Strategy and Investment Decision Committee fully reviewed the above proposals and submitted its opinions to the Board in this regard. In 2017, all members of the Strategy and Investment Decision Committee attended meetings in a timely manner, reviewed the proposals on the application of the Company's insurance capital, annual investments, major strategic projects and annual related reports. Members of the Strategy and Investment Committee diligently performed their duties. During meetings of the Strategy and Investment Decision Committee, all members actively participated in discussions and gave professional advices on proposals considered and discussed at the meetings. Performance of duties by the Strategy and Investment Decision Committee Note: At the tenth meeting of the Strategy and Investment Decision Committee of the fifth session of the Board held on 22 March 2017, Mr. Wang Sidong gave written authorisation for Mr. Lin Dairen to act as his proxy to attend and vote at the meeting. 2. Corporate Governance and Investment Decision Committee of the fifth session of the Board 0 0/1 Note In 2017, the Audit Committee performed its relevant duties and functions in strict compliance with the "Procedural Rules for Audit Committee Meetings". All members of the Audit Committee performed their obligations in a responsible manner and reviewed the proposals in relation to the audit of the Company, its financial reports, connected transactions, internal control and legal compliance. During meetings of the Audit Committee, all members actively participated in discussions and gave guiding opinions on proposals considered and discussed at the meetings. Performance of duties by the Audit Committee Note: At the eleventh meeting of the Audit Committee of the fifth session of the Board held on 24 August 2017, Mr. Chang Tso Tung Stephen attended the meeting by telephony. 2. 1/2 Note China Life Insurance Company Limited Annual Report 2017 119 (1) Reviewing and approving financial reports. The Audit Committee, according to its duties, reviewed and approved annual, interim and quarterly financial reports. The Audit Committee was of the view that the financial reports of the Company reflected the overall situation of the Company in a true, accurate and complete manner, and gave its written opinion in this regard. By reviewing and monitoring the completeness of financial reports, annual report and accounts, interim report and quarterly reports of the Company, and examining significant matters such as financial statements and reports, the Audit Committee guaranteed the accuracy and completeness of the financial information disclosed by the Company and the consistency of its financial reports. Prior to the audit conducted by the accounting firm and the review of the annual report, the Audit Committee communicated the relevant situations with the auditors and listened to the report in connection with the arrangement of the audit. After a preliminary opinion on audit was issued by the accounting firm, the Audit Committee commenced in-depth communications with it so as to understand whether there were any issues arising during the audit. (2) Reviewing connected transactions. In 2017, the Audit Committee reviewed the "Proposal in relation to the 'Framework Agreement for Daily Connected Transactions' between the Company and Chongqing International Trust Inc.", and the “Proposal in relation to the Entrusted Investment and Management Agreement for Alternative Investments with Insurance Funds between the Company and China Life Investment Holding Company Limited", and submitted them to the Board and shareholders' general meeting for approval; and listened to the report on the list of connected parties of the Company on a regular basis. The Audit Committee reviewed the audit report on connected transactions for conscientious implementation of laws and regulations with respect to connected transactions. The Company entered into written agreements in respect of all new connected transactions, the formalities of which were fully completed. The contents of the agreements were in compliance with law, and their approval and disclosure procedures were in compliance with the regulatory requirements. Hence, the Company better performed its obligations as a listed company pursuant to the regulatory requirements of its listed jurisdictions. (3) Assessing the work of and strengthening communications with external auditors. Besides regular meetings, the Audit Committee convened communication meetings in advance with the relevant departments of the Company and external auditors for several times so as to discuss the annual audit plan of the Company, determine the service scope of the annual audit, listen to the report given by the auditors with respect to the results of the audit on and review of periodic financial reports of the Company, and review the work arrangement for the selection and engagement of auditors for the years from 2018 to 2020. Through communications, the Audit Committee enhanced the effectiveness of the internal control of the Company and further supervised the performance of duties by the external auditors in a diligent and responsible way. (4) Assessing the effectiveness of internal control and monitoring the operation of the Company to be in compliance with law. The Audit Committee provided guidance to the Company on the management of internal control, devised the working plan for internal control assessment, reviewed the work report on assessment of internal control, and inspected the rectification of problems identified in the internal control pursuant to Section 404 of the U.S. Sarbanes-Oxley Act. The Audit Committee earnestly performed its duties and responsibilities and monitored the Company to carry out its work in compliance with laws and regulations pursuant to the relevant requirements of the CIRC, the SSE and the HKSE. As required by its duties and responsibilities, the Audit Committee reviewed the annual and half-year compliance reports of the Company to ensure that its work was conducted strictly according to the relevant regulatory requirements in a reasonable and efficient manner. China Life Insurance Company Limited Annual Report 2017 Corporate Governance 120 Corporate Governance (5) Examining the internal audit functions of the Company. The Audit Committee reviewed proposals including the "Proposal on the 2016 Internal Audit Summary and the 2017 Internal Audit Work Plan and Budget of the Costs of the Company" and the "Proposal on the Internal Audit Summary for the First Half of 2017 and the Internal Audit Work Plan for the Second Half of 2017", in order to facilitate the communication between the Company's internal audit department and the independent auditors, and confirmed that the Company's internal audit function was effective. (6) Conducting investigation and research of local branches. From 14 to 16 February 2017, Mr. Robinson Drake Pike, the Chairman of the Audit Committee, and Mr. Tang Xin, a member of the Audit Committee, carried out investigation and research on CGB for the purpose of understanding the insurance-banking collaboration. From 31 July to 4 August 2017, Mr. Robinson Drake Pike, the Chairman of the Audit Committee, together with Mr. Chang Tso Tung Stephen and Mr. Tang Xin, members of the Audit Committee, carried out investigation and research on local branches of the Company in Guizhou Province for the purpose of reviewing the financial control and internal control system of the local branches, including the implementation of the recommendations given by the internal audit department of the Company and the external independent auditors in the local branches at different levels. VII. NOMINATION AND REMUNERATION COMMITTEE The Company established the Management Training and Remuneration Committee on 30 June 2003. On 16 March 2006, the Board resolved to change the name of the Management Training and Remuneration Committee to the Nomination and Remuneration Committee, with a majority of Independent Directors on the committee. Currently, the Nomination and Remuneration Committee of the fifth session of the Board comprises Mr. Chang Tso Tung Stephen and Mr. Robinson Drake Pike, the Independent Directors, and Mr. Yuan Changqing, a Non-executive Director, with Mr. Chang Tso Tung Stephen acting as the Chairman. In April 2017, Mr. Miao Jianmin resigned from his position as a member of the Nomination and Remuneration Committee of the fifth session of the Board due to adjustment of work arrangements, and Mr. Wang Sidong was appointed as a member of the Nomination and Remuneration Committee. In January 2018, Mr. Wang Sidong resigned from his position as a member of the Nomination and Remuneration Committee of the fifth session of the Board due to adjustment of work arrangements. The Nomination and Remuneration Committee is mainly responsible for reviewing the structure of the Board, its number of members and composition and drawing up plans for the appointment, succession and appraisal criteria of Directors and senior management. The committee is also responsible for formulating training and remuneration policies for the senior management of the Company. The Nomination and Remuneration Committee, as an advisor to the Board on the nomination of Directors, shall first discuss and agree on the list of candidates to be nominated as new Directors, following which such candidates are recommended to the Board. The Board shall then determine whether such candidates' appointments should be proposed for approval at the shareholders' general meeting. The major criteria considered by the Nomination and Remuneration Committee and the Board are educational background, management and research experience in the insurance industry, and the candidates' commitment to the Company. As to the nomination of Independent Directors, the Nomination and Remuneration Committee will give special consideration to the independence of the relevant candidates. The Nomination and Remuneration Committee determines, with delegated responsibility, the remuneration packages of all Executive Directors and senior management officers. The fixed salary of the Executive Directors and other members of senior management are determined in accordance with market levels and their respective positions, and the amount of their performance-related bonuses is determined according to the results of performance appraisals. Directors' fees and the volume of share appreciation rights to be granted are determined with reference to market levels and the actual circumstances of the Company. China Life Insurance Company Limited Annual Report 2017 VI. AUDIT COMMITTEE The Company established its Audit Committee on 30 June 2003. In 2017, the Audit Committee comprised only Independent Directors of the Company. Currently, the Audit Committee of the fifth session of the Board comprises Mr. Robinson Drake Pike, Mr. Chang Tso Tung Stephen and Mr. Tang Xin, all being Independent Directors, with Mr. Robinson Drake Pike acting as the Chairman. Attendance rate 1. Position All members of the Audit Committee have extensive experience in financial matters. The principal duties of the Audit Committee are to review and supervise the preparation of the Company's financial reports, assess the effectiveness of the Company's internal control system, supervise the Company's internal audit system and its implementation, and recommend the engagement or replacement of external auditors. The Audit Committee is also responsible for communications between the internal and external auditors and the establishment of the internal reporting mechanism of the Company. Attendance rate 4/4 100% Robinson Drake Pike Name of member Independent Director, Chairman of the Audit Committee of the fifth session of the Board Chang Tso Tung Stephen Independent Director, member of the Tang Xin Audit Committee of the fifth session of the Board Independent Director, member of the Audit Committee of the fifth session of the Board In 2017, four regular meetings were held by the Audit Committee of the fifth session of the Board. Attendance records of individual members are as follows: Note 4/4 100% 4/4 100% Meetings and attendance Number of meetings attended Announcement of Premium Income 2017/4/27 2017/4/27 Summary of Solvency Quarterly Report of Insurance Company (First Quarter of 2017) Overseas Regulatory Announcement China Life Insurance Company Limited - Announcement on Changes in Accounting Estimates 31 2017/4/27 - Overseas Regulatory Announcement – 2017 First Quarter Report 30 Notice of Board Meeting 29 2017/4/13 List of Directors and Their Role and Function 28 33 2017/4/13 63 138 137 Annual Report 2017 China Life Insurance Company Limited 2017/9/7 48 Announcement - Approval of Qualification As Supervisor by the CIRC 2017/8/24 Overseas Regulatory Announcement China Life Insurance Company Limited Announcement on Changes in Accounting Estimates 47 Representative Supervisor 2017/8/24 46 Nomination of Non-Executive Director and Non Employee Announcement 2017/8/24 Summary of Solvency Quarterly Report of Insurance Company (Second Quarter of 2017) 45 2017/8/24 Announcement - Connected Transaction – Formation of Partnership 44 2017/8/24 Announcement of Unaudited Interim Results for the six months ended 30 June 2017 43 2017/8/22 Announcement - Resignation of Supervisor 42 2017/8/14 Notice of Board Meeting 41 2017/8/14 Other Information Serial Items Date of disclosure Announcement Renewal of Continuing Connected Transactions under the Policy Management Agreement 58 2017/10/26 Summary of Solvency Quarterly Report of Insurance Company (Third Quarter of 2017) 57 2017/10/26 Overseas Regulatory Announcement – 2017 Third Quarter Report 56 2017/10/20 Announcement on Estimated Profit Increase for the First Three Quarters of 2017 55 2017/10/16 Notice of Board Meeting 54 Announcement of Premium Income 2017/10/16 53 2017/9/14 Announcement of Premium Income 52 2017/9/8 Notification Letter and Request Form to Non-Registered Shareholders 51 2017/9/8 Notification Letter and Change Request Form to Registered Shareholders 50 2017/9/8 2017 Interim Report 49 No. Announcement of Premium Income 40 2017/8/10 List of Directors and Their Role and Function 2017/10/26 2017/4/13 Election of Mr. Yuan Changqing as a Non-Executive Director of the Fifth Session of the Board of Directors, Election of Mr. Luo Zhaohui as a Non-Employee Representative Supervisor of the Fifth Session of the Supervisory Committee and Notice of the First Extraordinary General Meeting 2017 2017/11/2 64 Notice of the First Extraordinary General Meeting 2017 2017/11/2 65 Form of Proxy of Holders of H Shares for use at the First Extraordinary General Meeting 2017 of The Company to be held on Wednesday, 20 December 2017 2017/11/2 66 Reply Slip of Holders of H Shares 2017/11/2 67 Overseas Regulatory Announcement China Life Insurance Company Limited - Announcement on Changes in Accounting Estimates Notification Letter and Change Request Form to Registered Shareholders 68 Notification Letter and Request Form to Non-Registered Shareholders 2017/11/2 69 Announcement of Premium Income 2017/11/13 70 Announcement of Premium Income 2017/12/12 71 Announcement - Premium Income exceeding RMB500 Billion 2017/12/15 72 Announcement - Connected Transaction – Formation of Partnership 2017/12/19 2017/11/2 China Life Insurance Company Limited Annual Report 2017 62 Announcement - Proposed Acquisition of Properties jointly with CLP&C 39 of Director 2017/8/10 38 Announcement - Approval of Qualification as Directors by the CIRC and Resignation 2017/7/20 Announcement - Election of Employee Representative Supervisor 37 2017/7/14 Announcement of Premium Income 36 2017/6/14 Announcement of Premium Income 35 2017/10/26 of Final Dividend 34 Resolutions Passed at the Annual General Meeting and Distribution - Announcement 2017/5/15 2017/10/26 59 Announcement Renewal of Continuing Connected Transactions between the Company and CLWM 2017/10/26 60 60 Announcement - Continuing Connected Transactions between AMP and CLI 2017/10/26 61 2017/5/31 2017/4/13 32 2017/4/11 131 Corporate Governance In compliance with regulatory requirements and having considered the characteristics of its business and management requirements, the Company has established and implemented a series of internal control measures and procedures with respect to currency and funds, insurance operations, external investments, physical assets, information technology, financial reporting and information disclosure to ensure the safety and integrity of its assets. By complying with relevant PRC laws and regulations as well as the internal rules and regulations of the Company, the quality of accounting information has been improved. A relatively well-developed internal control system has been established in terms of team-building, sales and operations, and system management for the sales channels, such as individual insurance, bancassurance, group insurance, health insurance and e-commerce. This internal control system regulates the relevant authorisations and operational workflows, and effectively adopts the measures to prevent and manage risks relating to the operation of exclusive agents. The Company has promulgated clear regulations for the workflows and authorisations relating to the insurance underwriting, insurance claims settlement and insurance preservation. The Company has also formulated business operation standards and service quality standards, developed systems of business, document and file management, and further regulated the management of business approval authority to strengthen its control over business risk and improve the quality of its services. In accordance with relevant laws and regulations such as the "Accounting Law of the People's Republic of China” and the “Enterprise Accounting Standards” and taking into account the needs of the Company for its business development, operation and management, the Company has formulated and issued the "Accounting System of China Life Insurance Company Limited" and the "Accounting Practices of China Life Insurance Company Limited”. The accounting units of the Company at all levels have implemented them in strict compliance with the requirements of the accounting system and various basic systems to regulate works relating to financial accounting and preparation of financial reports. The accounting units of the Company at all levels have assigned positions in a reasonable manner, clearly defined duties and responsibilities of such positions and their scope of authority on management, and strictly prohibited employees from serving incompatible positions concurrently, thus exercising the control over financial risks in an efficient manner. The Company has formulated the "Measures on the Administration of the Accountability System for Major Errors in Periodic Report Disclosures of China Life Insurance Company Limited”, which set forth provisions governing the basic responsibilities of periodic report disclosures, the major errors in periodic report disclosures and the responsibility attribution. As at 31 December 2017, there had no material error in periodic report disclosures of the Company. In order to enhance the confidentiality of its inside information and regulate the collection, management and reporting of its material information, the Company has formulated the "Measures for the Administration of Persons Who Have Knowledge of Inside Information of China Life Insurance Company Limited” and the “System of Internal Reporting of Material Information of China Life Insurance Company Limited”. In particular, the internal report on material information has been included in the indicator system under the internal control report of the Company. Persons responsible for reporting material information (including all departments, branches, subsidiaries and affiliates of the Company, the controlling shareholder and the shareholders holding over 5% of shares of the Company) obtain and identify potential material information at the level of operation and management by making use of various information technologies, and submit and report such information to the President and the Board of the Company as early as possible. The Board then makes the final decision on whether to release the material information, and discloses the same to such extent as it considers reasonable and practicable. 132 China Life Insurance Company Limited Annual Report 2017 Corporate Governance The Company has established a well-developed system relating to investment decisions in accordance with the relevant laws and regulations and based on the actual situation of investment management. The system defines the approval and decision-making authority, authorisation mechanism and specific decision-making procedures for investment management. All major investment decisions shall be approved at an appropriate level and their actual implementation shall be in strict compliance with the relevant requirements of the investment management system. The Investment Decisions Committee is a standing body of the Company for investment decisions, which is responsible for reviewing major investments and providing support to any investment decisions made by the management. The Company has established a comprehensive information technology system to cover all aspects of IT work and formed a closed-loop mechanism focusing on centralized review and publication, periodic inspection and continuous improvement. By conducting internal control measures such as the inspection of system implementation, the Company has guaranteed the effective implementation of the system and facilitated the standardization and normalization of various IT work. Further, the Company has constantly promoted the construction of an information safety system, and formulated and implemented a series of effective information safety control measures at various stages including the request for construction of the system, its design, development, testing, publication and arrangement, thereby strengthening the Company's information safety protection capability and effectively ensuring the successful commencement of its work. The Risk Management Department, Audit Department and Supervision Department of the Company are responsible for the supervision and inspection of its internal control measures. The Risk Management Department identifies issues in the areas of system design, control implementation and risk management in a timely manner through the adoption of various measures such as walk-through test, control test and risk analysis. It also eliminates loopholes, guards against risks and reduces losses by adopting various measures to improve systems, enhances legal compliance and pursues responsible persons. In 2017, with the active adaption to the stringent regulatory environment in the financial industry and after taking into account the requirements of the regulatory regime, the Company adjusted the organizational structure of internal audit, improved its internal audit system, strengthened the mechanism construction of internal audit organizations, actively exerted the functions of internal audit supervision, and carried out the economic responsibility audit on managers at all levels, anti-money laundering audit, and a variety of ad-hoc audits with a focus on connected transactions, solvency risk management system, capital management, reimbursement or deduction of commissions, supplementary medical fund business and lapsed insurance policies for the purpose of implementing the stringent internal audit supervision. The Company has also constantly improved its supervision and remedial mechanisms for identifying issues in internal audit, thus effectively exerting the value of internal audit and facilitating the standardized management and compliance operation of the Company. The Company has formulated regulations with respect to the reporting, investigation, handling of and responsibility attribution for cases involving any violations of laws, disciplinary rules and regulations by employees, each being implemented by the Supervision Department, which ensures that cases involving any violations of laws, disciplinary rules and regulations by employees are handled in a timely manner, and the persons involved will be attributed to proper responsibility. The Supervision Department reports the cases involving insurance agents (which specifically refer to judicial cases) and manages the responsibility attribution of such cases in accordance with regulations such as the “Notice on the Establishment of a Reporting System of Judicial Cases involving Insurance Industry” issued by the CIRC and internal policies such as the "Implementing Rules for Responsibility Attribution of Cases". In 2017, the Company further refined and optimized the “Rules for Handling the Violation of Laws, Disciplinary Rules and Regulations by Employees" and the “Implementing Rules for Responsibility Attribution of Cases" pursuant to the standards for administration of cases of insurance institutions promulgated by the competent authorities in charge of supervision of the insurance industry. In order to actively adapt to the new developments of external regulatory environment, the Company has established a sound compliance management system, clearly defined the responsibilities of compliance management, built up a well-developed compliance management regime, promoted the establishment of compliance culture, and actively prevented against and dissolved compliance risks. China Life Insurance Company Limited Annual Report 2017 133 Corporate Governance 2. It is the responsibility of the Board of the Company to establish and effectively implement well- established internal control systems, assess their effectiveness and disclose the report on the internal control assessment. The Board and the Audit Committee are responsible for leading the implementation of internal control measures of the Company, and the Supervisory Committee supervises the internal control assessments performed by the Board. The Company has established the Risk Management Department in its headquarters and branches. The Company also conducts tests on the management level, assesses the effectiveness of the established and implemented internal control systems in accordance with the regulatory requirements of the jurisdictions where the Company is listed, and reports to the Board, the Audit Committee and the management. Risk Management SEC. The Company has been devoting significant effort towards the promotion of internal control and the establishment of internal control related systems. In accordance with the requirements of Section 404 of the “U.S. Sarbanes-Oxley Act”, the “Standard Regulations on Corporate Internal Control", the "Implementation Guidelines for Corporate Internal Control", the "Guidance on Internal Control for Companies Listed on the Shanghai Stock Exchange", the "Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited", and the "Basic Standards of Internal Control for Insurance Companies" issued by the CIRC, the Company has carried out a lot of work on its internal control system establishment, rules implementation and risk management by strictly following its corporate governance structure. The Company has also formulated and issued the “Internal Control Implementation Manual of China Life Insurance Company Limited (2017 Edition)” to strengthen the implementation of internal control standards and internal control assessments, and actively promoted the culture and philosophy of internal control, thereby continuously enhancing the internal control of the Company. 129 Corporate Governance XIII. INFORMATION DISCLOSURE AND INVESTOR RELATIONS The Company has established a well-developed and practical information disclosure system in strict compliance with the laws and regulations of its listed jurisdictions and continued to improve the quality of its information disclosure so as to ensure that domestic and overseas investors obtain true, accurate and complete information. The Company has proactively developed investor relations and strengthened its contact and communication with domestic and overseas investors, and addressed hot issues as earlier as possible, which enabled domestic and overseas investors to understand the business operations of the Company in a timely manner. In 2017, the Company continued to strengthen the construction of its information disclosure system and implement the regulatory requirements relating to information disclosure in a practical manner in order to ensure the timeliness, fairness, truthfulness, accuracy and completeness of information disclosure. The Company constantly enhanced the quality of information disclosure, actively studied and improved the method of disclosure of key information from the perspective of investors, in particular medium and small investors, to enable them to have a deeper understanding of the Company's development strategies, business operations and major issues, and increased the readability of periodic reports by adding charts and pictures. The Company extended the scope and depth of information disclosure of periodic reports and announcements to ensure investors to obtain timely and accurate information affecting their decisions. The Company also regularly organized internal training courses relating to information disclosure, carried out timely study and promotion of new regulatory rules of its listed jurisdictions in the PRC and overseas, and explained the key points and difficulties of information disclosure. The Company strictly implemented the registration and filing procedures of persons who have knowledge of inside information, strengthened the confidentiality of the Company's inside information, and safeguarded the legitimate rights and interests of investors, with a view to maintaining the fairness, impartiality and openness of the information disclosure of the Company. The Company received the highest grade “A Grade” in the information disclosure work assessment conducted by the SSE in 2017. In 2017, the Company continuously improved and strengthened its relations with investors, which mainly included holding the Annual General Meeting, holding results briefings, embarking on global non-deal roadshows, meeting and holding conference calls with investors and analysts, attending investors' meetings, frequently updating information on its investor relations website, and timely responding to enquiries from investors and analysts. The Company attached great importance to the innovation of investor relations, and kept abreast with the development pace of technology era. In March 2017, the Company created a WeChat official account for investor relations and investors could obtain the latest news of the Company, check announcements, view results briefings, attend conference calls and online roadshows, etc. from their mobile phones. Looking back to 2017, the Company communicated with more than 3,000 investors and analysts through different channels, including communicating with more than 900 investors who attended results briefings physically, by conference calls or internet broadcast, holding over 140 meetings with approximately 1,200 investors and analysts who visited the Company, communicating with more than 1,000 institutional investors by participating in 29 investors' meetings held locally or internationally, and meeting and visiting more than 130 investors in roadshows. In addition, the Company kept in close contact with investors by phone and email, communicated with them through more than 1,500 emails, and answered their calls and emails for more than 300 person-times. In the assessment and selection of the “China Securities Golden Bauhinia Awards 2017” held by Hong Kong Ta Kung Wen Wei Media Group, the Company was awarded the title of the “Best Investment Value Award for Listed Companies". In the assessment and selection of the “Hong Kong Corporate Governance Excellence Awards 2017”, the Company was awarded the title of the “Hong Kong Corporate Governance Excellence Award (the Main Board Companies - Hang Seng Composite Index Constituent Companies)". XIV. CHANGES OF THE ARTICLES OF ASSOCIATION During the Reporting Period, no amendment was made to the Articles of Association by the Company. China Life Insurance Company Limited Annual Report 2017 130 XV. INTERNAL CONTROL AND RISK MANAGEMENT The Company has consistently complied with the regulatory requirements of relevant regulatory authorities, such as the SSE, the HKSE and the U.S. Securities and Exchange Commission (the “SEC”), with respect to corporate internal control. Corporate Governance 1. Internal Control Pursuant to the requirements of the "Notice on the Proper Preparation for Disclosure of 2017 Annual Reports of Listed Companies" promulgated by the SSE, the Company shall release an Internal Control Self-assessment Report simultaneously with the publication of its 2017 annual report. The Company, as an overseas private issuer, was required to provide a specific assessment report on its internal control system relating to financial reporting for the year ended 31 December 2017 in its Form 20-F (U.S. Annual Report) submitted to the SEC in accordance with Section 404 of the U.S. Sarbanes-Oxley Act. In accordance with the requirements of laws and regulations relating to internal control of the jurisdictions where the Company is listed, the Company has completed internal control self-assessments in relation to the requirements of Section 404 of the U.S. Sarbanes-Oxley Act and the SSE for the year ended 31 December 2017 in two stages, namely, interim assessment and supplementary test, and confirmed after the assessments that its internal controls were effective. The Company has also received from its independent auditors an unqualified opinion on the effectiveness of its internal control in relation to financial reporting as at 31 December 2017. The Company's assessment report and the report of its independent auditors will be included as an attachment to its annual report submitted to the SSE and its Form 20-F submitted to the The Company has established a 5-tier organizational structure with the ultimate responsibility assumed by the Board, under the direct leadership of the management, having reliance on the risk management departments and with the close cooperation among the relevant functional departments. The first tier is the corporate governance level, including the Board, the Supervisory Committee, and the Risk Management Committee and the Audit Committee under the Board. The second tier is the headquarter level. The President's Office of the Company has set up the Risk Management Committee, under which several functional departments, such as the Risk Management Department, the Legal and Compliance Department, the Supervision Department, the Audit Department, and the departments in charge of finance and business administration, are established. The third tier is the provincial branches level. The General Manager's Office of the Company has set up the Risk Management Committee, under which several functional departments, such as the Risk Management Department, the Supervision Department, and the departments in charge of finance and business administration, are established. The fourth tier is the local or city branches level, including Supervision (Legal and Compliance) Departments and related functional departments. The fifth tier is the county sub-branches level, the persons responsible for internal control and risk management of which have been determined. By establishing the organizational structure of risk control, the Company has gradually established a criss-cross network of risk control system, with the risk management departments at all levels as leading bodies, the relevant functional departments as main bodies, the vertical decision- making control system and horizontal interactive collaboration mechanism as supporting systems and the comprehensive risk management as focus, thus laying a strong foundation for the Company to achieve a comprehensive risk management system with full coverage, all-employee participation and effective workflows. Pursuant to the requirements of the CIRC on the China Risk Oriented Solvency System (C-ROSS), the Company pushed forward the establishment of a solvency risk management system, reinforced the mechanism of formation, transmission and application of the risk preference system, and implemented key risk monitoring and risk pre-warning classification management, in order to enhance its ability of solvency risk management. The Company conducts a self-assessment on solvency risk management capability every year so as to assess all work in relation to risk management at two levels: the soundness of the system and the effectiveness of its implementation. The Company persists with its target as the leader of the industry and is fully recognised by regulatory authorities. The Company was named by the CIRC as a unit exempted from inspection in 2017. The Company conducts the risk assessments on seven types of risks (including insurance risk, market risk, credit risk, operational risk, strategic risk, reputational risk and liquidity risk) at least once every six months, and reports the same to its senior management. Based on the assessments, the overall risk of the Company is within a controllable range. The Company consistently followed the requirements under anti-money laundering laws and regulations, and performed legal responsibilities including client identity verification, documentation of client identity information and transaction records, money laundering risk classification and report of large sums and suspicious transaction data. Meanwhile, pursuant to external regulatory requirements, the Company conducted special governance on illegal fund raising activities and carried out the review and rectification in key risk areas, which improved the Company's precaution capability in key risk areas. 2017/1/20 3 Reply Form 2017/1/20 4 Announcement on Estimated Profit Decrease for the year 2016 2017/1/25 5 Announcement - Forfeiture of Unclaimed Dividends 2017/2/8 6 Change of Principal Place of Business in Hong Kong 2017/2/15 7 2017/4/11 Election of Language and Means of Receipt of Corporate Communication 2 2017/1/17 Announcement of Premium Income For an analysis and management of the major risk factors of the Company, please refer to Note 4 in the Notes to the Consolidated Financial Statements of this annual report. It should be stated that the risk management and internal control of the Company are designed with the objectives to reasonably ensure the legal compliance of business operation and management, safety of assets, truthfulness and completeness of financial reports and relevant information, improvement of operating efficiency and effect, and accomplishment of development strategy. Given the inherent limitations on risk management and internal control, the Company can only provide reasonable assurance with respect to the accomplishment of the above objectives. 134 China Life Insurance Company Limited Annual Report 2017 Other Information Announcement Index Honors and Awards Annual Report 2017 136 Information Disclosure Index Other Information Serial Items Date of disclosure No. 1 140 China Life Insurance Company Limited China Life Insurance Company Limited Annual Report 2017 In accordance with the Articles of Association, when the Company convenes the shareholders' general meeting, shareholders individually or in aggregate holding 3% or more of the shares of the Company shall have the right to submit proposals to the Company. The Company should include such matters that fall into the scope of the functions and powers of the shareholders' general meeting in the agenda of the meeting. Shareholders individually or in aggregate holding 3% or more of the shares of the Company may submit provisional proposals in writing to the convenor sixteen days prior to the shareholders' general meeting. The provisional proposals shall fall into the scope of the functions and powers of the shareholders' general meeting and specify explicit topics and specific resolution matters. Form of Proxy of H Share Shareholders for use at the Annual General Meeting of the Company to be held on Wednesday, 31 May 2017 22 2017/4/11 2017/4/11 Reports of The Board & Supervisory Committee, Financial Report & Profit Distribution Plan, Remuneration of Directors & Supervisors, Election of Directors, Remuneration of Auditors & Appointment of Auditors, Continuing Connected Transactions, General Mandate to Issue H Shares, Duty Report of the Independent Directors of the Board of Directors, Report on the Status of Connected Transactions & Execution of the Connected Transactions Management System & Notice of AGM Notice of Annual General Meeting 21 20 2017/4/11 Annual Report 2016 19 2017/4/7 List of Directors and Their Role and Function 18 2017/4/7 Announcement - Resignation of Non-Executive Director 2017/4/11 136 China Life Insurance Company Limited Annual Report 2017 Shareholders may put forward enquiries to the Board through the Board Secretary or the Company Secretary, or put forward proposals at shareholders' general meetings through their proxies. The Company has made available its contact details in its correspondence with shareholders to enable such enquiries or proposals to be properly directed. 2017/4/11 Announcement - Change of Composition of Board Committees 27 Announcement of Premium Income 26 Notification Letter and Request Form to Non-Registered Shareholders 25 17 Notification Letter and Change Request Form to Registered Shareholders 24 23 No. Date of disclosure Corporate Governance Items Serial Reply Slip of H Share Shareholders 2017/3/23 Other Information 16 XI. PERFORMANCE APPRAISAL AND INCENTIVES FOR SENIOR MANAGEMENT 10 Announcement of Results for the year ended 31 December 2016 2017/3/14 2017/3/10 2017/2/15 Announcement of Premium Income Announcement of Premium Income 9 8 The Company implements a term-of-service and target-related responsibility system for senior management. At the beginning of each year, performance target contracts will be entered into between the Chairman of the Board and the President, and between the President and other senior management of the Company. The performance target contract system is an important tool in disassembling the strategic goals of the Company in a scientific manner, which is conducive towards the breakdown of targets and transmission of responsibility, enhancing the implementation capability of the Company and ensuring the successful completion of its annual business targets. The performance appraisal criteria listed in the individual performance target contracts of senior management are partially linked to the business targets of the Company and partially formulated with reference to the duties and functions of their respective positions. The remuneration for senior management mainly comprises position compensation, performance rewards, welfare benefits and medium and long term incentives. XII. SHAREHOLDERS' INTERESTS To safeguard shareholders' interests, in addition to the right to participate in the Company's affairs by attending shareholders' general meetings, shareholders have the right to convene extraordinary shareholders' general meetings under certain circumstances. China Life Insurance Company Limited Announcement on Changes in Accounting Estimates If the number of Directors is less than the number stipulated in the Company Law or two-thirds of the number specified by the Articles of Association, or the uncovered losses incurred amount to one-third of the Company's total share capital or if the Board or the Supervisory Committee deems necessary, or more than half of the Directors (including at least two Independent Directors) request, or shareholders holding 10% or more shares of the Company make a requisition, the Board shall convene an extraordinary shareholders' general meeting within two months. Where shareholders holding 10% or more shares request an extraordinary shareholders' general meeting, such shareholders shall make a request in writing to the Board with a clear agenda. The Board shall, upon receipt of such a written request, convene a meeting as soon as possible. If the Board fails to convene a meeting within 30 days of the receipt of such a written request, shareholders making such a request may convene a meeting by themselves at the cost of the Company within four months of the receipt by the Board of such a written request. 2017/3/23 11 Notice of Board Meeting 2017/3/23 - Overseas Regulatory Announcement Announcement on Supplementary Information regarding the Compensation of Directors, Supervisors and Senior Management Members in 2015 2017/3/23 China Life Insurance Company Limited 2016 Corporate Social Responsibility Report 15 Summary of Solvency Quarterly Report of Insurance Company (Fourth Quarter of 2016) 14 2017/3/23 Announcement - Continuing Connected Transactions with Chongqing Trust 13 2017/3/23 Renewal of Continuing Connected Transactions in relation to the Entrusted Investment and Management Agreement for Alternative Investments with Insurance Funds 12 Announcement 2017/3/23 As The directors of the Company are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with IFRSs issued by the IASB and the disclosure requirements of the Hong Kong Companies Ordinance, and for such internal control as the directors determine is necessary to enable the preparation of the consolidated financial statements that are free from material misstatement, whether due to fraud or error. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Our report is made solely to you, as a body, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report. AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS The directors of the Company are assisted by the Audit Committee in discharging their responsibilities for overseeing the Group's financial reporting process. In preparing the consolidated financial statements, the directors of the Company are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors of the Company either intend to liquidate the Company or to cease operations or have no realistic alternative but to do so. part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: RESPONSIBILITIES OF THE DIRECTORS FOR THE CONSOLIDATED FINANCIAL STATEMENTS In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. To the shareholders of China Life Insurance Company Limited Independent Auditor's Report (continued) China Life Insurance Company Limited Annual Report 2017 146 Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. Financial Report Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. thereon. (Incorporated in the People's Republic of China with limited liability) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control. Certified Public Accountants 147 The directors of the Company are responsible for the other information. The other information comprises the information included in the Annual Report, other than the consolidated financial statements and our auditor's report China Life Insurance Company Limited Annual Report 2017 148 22 March 2018 Hong Kong Ernst & Young The engagement partner on the audit resulting in this independent auditor's report is Ng Chi Keung. Financial Report communication. From the matters communicated with the Audit Committee, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS (continued) To the shareholders of China Life Insurance Company Limited (Incorporated in the People's Republic of China with limited liability) Independent Auditor's Report (continued) China Life Insurance Company Limited Annual Report 2017 OTHER INFORMATION INCLUDED IN THE ANNUAL REPORT Financial Report In our audit, our internal valuation specialists were involved to assess the valuation techniques against industry practice and valuation guidelines, compare assumptions used against industry benchmarks, investigate significant differences and perform our own independent valuations where applicable. "Golden Dragon Award – 2017 Best Life Insurance Company" "Hong Kong Corporate Governance Excellence Awards 2017” jointly organized by the Chamber of Hong Kong Listed Companies and the Centre for Corporate Governance and Financial Policy, Hong Kong Baptist University "Hong Kong Corporate Governance Excellence Award (Main Board Companies - Hang Seng Composite Index Constituent Companies)" 140 China Life Insurance Company Limited Annual Report 2017 Stone Business Review - "Global Top 100 Companies by Market Capitalization (Year-end edition)" “2017 Global Top 100 Companies by Market Capitalization”, ranking No. 84 Jointly published by China Enterprise Research Centre of Tsinghua University and National Business Daily “2017 Chinese Listed Companies with Brand Value”, ranking No. 12 "2017 Annual Conference for the Management of Assets and Liabilities of the PRC insurance Industry” organized by Securities Times and the Insurance Asset Management Association of China "Ark Prize for Trustworthy Insurance Company in 2017" National Business Daily – the “2017 China Financial Development Forum and Golden Tripod Award "Golden Tripod Award - - (the 8th Session)" Other Information China Life Insurance Company Limited Annual Report 2017 141 Financial Report Independent Auditor's Report 143 Consolidated Statement of Financial Position 149 Consolidated Statement of Comprehensive Income 151 Consolidated Statement of the Insurance Company with the Most Social Responsibility of 2017” Changes in Equity Financial Times - "Gold Medal List of Chinese Financial Institutions" 21st Century Business Herald - "Assessment and Selection of the Competitiveness of Asian Financial Enterprises in the 21st Century" Serial No. Items Date of disclosure 73 Announcement - Renewal of Continuing Connected Transactions under the Insurance Sales Framework Agreement 2017/12/19 74 Announcement - Continuing Connected Transactions with CLWM 2017/12/19 Announcement Continuing Connected Transactions between CLWM and 75 "2017 Best Life Insurance Company in Asia" 2017/12/19 76 Announcement – Resolutions Passed at the First Extraordinary General Meeting 2017 2017/12/20 We tested the valuation, verification and model approval processes, and evaluated the design and operating effectiveness of the internal controls over those processes. China Life Insurance Company Limited Annual Report 2017 139 Other Information Honors and Awards Forbes "2017 Forbes Global 2000", ranking No. 52 "China Securities Golden Bauhinia Awards" jointly organized by Hong Kong Ta Kung Wen Wei Media Group, the Listed Companies Association of Beijing, the Hong Kong Chinese Enterprises Association, Chinese Financial Association of Hong Kong, Chinese Securities Association of Hong Kong, the Hong Kong Institute of Chartered Secretaries and Hong Kong Securities Professionals Association "2017 China Securities Golden Bauhinia Award - Best Investment Value Award for Listed Companies" Chongqing Trust 153 Other Information Cash Flows Analysing the movement of these liabilities considering the changes in actuarial assumptions of the reporting period. We tested the underlying data used in the valuation of these liabilities, and compared it with original documents. By applying our insurance industry knowledge and experience, we compared the methodology, models and assumptions used by the Group against recognised actuarial practices. Financial Report 144 China Life Insurance Company Limited Annual Report 2017 Independent Auditor's Report (continued) Financial Report To the shareholders of China Life Insurance Company Limited (Incorporated in the People's Republic of China with limited liability) KEY AUDIT MATTERS (continued) Key audit matter The impairment test for investment in an associate The Group held material investment in an associate, Sino-Ocean Group Holding Limited ("Sino-Ocean"), a company listed on the Stock Exchange of Hong Kong Limited, with a carrying value of RMB13.63 billion as at 31 December 2017. As the quoted market price of this investment had been below its carrying value for more than one year, the Group performed impairment tests with the assistance from an external valuer in prior years, based on which an accumulated impairment loss of RMB1.01 billion was recorded as at 31 December 2016. During 2017, the quoted market price of this investment was still below its carrying value, and the Group performed an impairment test with the assistance from an external valuer at the year end of 2017 as well, with the result that no further impairment loss was needed to be recorded. In the assessment of the value in use of this investment, business assumptions for the projection of future cash flows and the determination of the discount rate were made by management based on their analysis of the historical operating results and the estimation of future expectations. Disclosure of the impairment of this investment is disclosed in Note 8. Establishing models independently to test the valuation of liabilities for selected insurance products; and How our audit addressed the key audit matter Assessing the comparable companies selected to generate certain inputs in calculating the Weighted Average Cost of Capital by reference to the financial and operational information of those companies and Sino-Ocean; and Calculating the Weighted Average Cost of Capital using the Capital Asset Pricing Model. We assessed the objectivity and capability of the external valuer. We compared the selling prices of development properties and rentals of investment properties with the historical business performance of Sino-Ocean and industry data to review the assumptions used in the cash flow projection. China Life Insurance Company Limited Annual Report 2017 Independent Auditor's Report (continued) To the shareholders of China Life Insurance Company Limited (Incorporated in the People's Republic of China with limited liability) KEY AUDIT MATTERS (continued) Key audit matter Fair value of financial assets The Group held material investments in certain financial assets such as private equity funds, preference shares, other equity and debt investments, which are accounted for as available-for-sale securities at fair value and securities at fair value through profit or loss with the total amount of RMB147.10 billion as at 31 December 2017. These investments are classified as level 3 in the fair value hierarchy, as their fair values are measured using valuation techniques with unobservable significant inputs. Fair value measurement can be a subjective area and more so for areas of the market reliant on model based valuation or with weak liquidity and price discovery. The selection of valuation techniques for these financial assets can be subjective and is so for assumptions. The use of different valuation techniques and assumptions could produce significantly different estimates of fair value. Note 4.3 discloses the balance of these investments, the valuation techniques and significant unobservable inputs used in the measurement of the fair value of these investments. How our audit addressed the key audit matter Consolidated Statement of In our audit, our internal valuation specialists were involved to review the technique and the discount rate used in the impairment test with reference to valuation guidelines and industry practices, and our procedures included: Assessing the assumptions by reference to the industry data, and considering both historical experience and business expectation of the Group; 145 • 154 Assessing the design and testing the operating effectiveness of internal controls over the insurance contract liabilities valuation processes including management's determination and approval processes for experience analysis and setting of assumptions, calculation processes for actuarial estimation and actual result, and so on; Notes to the Consolidated Financial Statements 156 Independent Auditor's Report EY安永 To the shareholders of China Life Insurance Company Limited (Incorporated in the People's Republic of China with limited liability) OPINION We have audited the consolidated financial statements of China Life Insurance Company Limited (the "Company") and its subsidiaries (the "Group") set out on pages 149 to 268, which comprise the consolidated statement of financial position as at 31 December 2017, and the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies. In our opinion, the consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at 31 December 2017, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards ("IFRSs”) issued by the International Accounting Standards Board (“IASB") and have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance. BASIS FOR OPINION We conducted our audit in accordance with International Standards on Auditing (“ISAs”) issued by the International Auditing and Assurance Standards Board. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the Code of Ethics for Professional Accountants (the "Code") issued by the Hong Kong Institute of Certified Public Accountants, and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. KEY AUDIT MATTERS Financial Report We have fulfilled the responsibilities described in the Auditor's responsibilities for the audit of the consolidated financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the consolidated financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying consolidated financial statements. • Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context. How our audit addressed the key audit matter The Group's disclosures about valuation of insurance contract liabilities are included in Note 3.1, which specifically explains the uncertainty of key assumptions applied in the valuation. Please also refer to Note 4.1.3 for the sensitivity analysis of the impact of changes in key assumptions on the performance of the Group. In our audit, we involved our internal actuarial specialists to perform the following audit procedures in this area, which included among others: Valuation of insurance contract liabilities The Group had significant insurance contract liabilities stated at RMB2,025.13 billion as at 31 December 2017, representing 78.73% of the Group's total liabilities. This is an area that involves significant judgement over uncertain future outcomes, including primarily the timing and amount of ultimate full settlement of policyholder liabilities. Actuarial models are used to support the calculation of insurance contract liabilities. The complexity of the models may give rise to errors as a result of inaccurate/incomplete data or the design or application of the models. Assumptions used in actuarial models, such as mortality, morbidity, lapse rates, discount rates, expense assumptions, and so on, are set up by applying estimates and judgements based on the experience analysis and future expectations by management. KEY AUDIT MATTERS (continued) To the shareholders of China Life Insurance Company Limited (Incorporated in the People's Republic of China with limited liability) Independent Auditor's Report (continued) 143 China Life Insurance Company Limited Annual Report 2017 Key audit matter 87,309 18 81,088 Annuity and other insurance balances payable 44,820 39,038 Premiums received in advance Other liabilities 28 Current income tax liabilities Statutory insurance fund 18,505 35,252 229 19 47,430 Securities sold under agreements to repurchase 36,836 Deferred tax liabilities 2,031 195,706 Financial liabilities at fair value through profit or loss 4,871 Insurance contracts 14 2,025,133 1,847,986 Investment contracts 15 232,500 Policyholder dividends payable 83,910 87,725 Interest-bearing loans and borrowings Bonds payable 675 16 18,794 16,170 17 37,998 2,529 7,768 Approved and authorised for issue by the Board of Directors on 22 March 2018. 1,214 36 145,675 145,007 139,202 122,558 Yang Mingsheng Director Lin Dairen Director 7,791 320,933 4,377 4,027 325,310 307,648 2,897,591 2,696,951 Liabilities The notes on pages 156 to 268 form an integral part of these consolidated financial statements. 303,621 7,791 35 28,265 20 20 282 491 150 Total liabilities Equity Share capital Other equity instruments Reserves Retained earnings Attributable to equity holders of the Company Non-controlling interests Total equity Total liabilities and equity 2,572,281 2,389,303 34 28,265 6,198 LIABILITIES AND EQUITY 47,444 RMB million Held-to-maturity securities 9.1 717,037 594,730 Loans Term deposits 9.2 383,504 119,766 226,573 449,400 538,325 Statutory deposits - restricted 9.4 6,333 6,333 Available-for-sale securities 9.5 9.3 161,472 8 Investments in associates and joint ventures China Life Insurance Company Limited Annual Report 2017 Consolidated Statement of Financial Position As at 31 December 2017 ASSETS As at As at 31 December 2017 31 December 2016 Notes RMB million RMB million Property, plant and equipment Investment properties 69 42,707 30,389 3,064 1,191 810,734 2016 RMB million 766,423 9.6 22,013 48,586 67,046 2,897,591 2,696,951 The notes on pages 156 to 268 form an integral part of these consolidated financial statements. Financial Report China Life Insurance Company Limited 33,952 Annual Report 2017 Financial Report Consolidated Statement of Financial Position (continued) As at 31 December 2017 As at As at 31 December 2017 31 December Notes 149 13 2,134 3,046 136,809 209,124 Securities purchased under agreements to resell 9.7 36,185 43,538 Accrued investment income 9.8 50,641 55,945 Premiums receivable 11 14,121 13,421 Reinsurance assets Other assets Cash and cash equivalents Total assets 12 Securities at fair value through profit or loss Consolidated Statement of Comprehensive Income Reserves year IFRS 12 Amendments included in Annual Improvements to IFRSS 2014-2016 Cycle Content Disclosure Initiative Recognition of Deferred Tax Assets for Unrealised Losses Disclosure of Interests in Other Entities 1 January 2017 1 January 2017 Financial Report 156 China Life Insurance Company Limited Annual Report 2017 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2017 Financial Report IAS 7 Amendments IAS 12 Amendments 2 2.1 Basis of preparation (continued) 2.1.1 New accounting standards and amendments adopted by the Group for the first time for the financial year beginning on 1 January 2017 (continued) IAS 7 Amendments - Disclosure Initiative Amendments to IAS 7 Statement of Cash Flows require an entity to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes. Disclosure of the changes in liabilities arising from financing activities is provided in Note 37 to the financial statements. IAS 12 Amendments - Recognition of Deferred Tax Assets for Unrealised Losses Amendments to IAS 12 clarify that an entity, when assessing whether taxable profits will be available against which it can utilise a deductible temporary difference, needs to consider whether tax law restricts the sources of taxable profits against which it may make deductions on the reversal of that deductible temporary difference. Furthermore, the amendments provide guidance on how an entity should determine future taxable profits and explain the circumstances in which taxable profit may include the recovery of some assets for more than their carrying amount. The Group applied the amendments retrospectively. However, their application has no impact on the Group's financial position and performance, as the accounting treatment of the Group for the previous period was consistent with the clarification in these amendments. IFRS 12 Amendments – Disclosure of Interests in Other Entities Amendments to IFRS 12 clarify that the disclosure requirements in IFRS 12, other than those disclosure requirements in paragraphs B10 to B16 of IFRS 12, apply to an entity's interest in a subsidiary, a joint venture or an associate, or a portion of its interest in a joint venture or an associate that is classified as held for sale or included in a disposal group classified as held for sale. The amendments have had no impact on the Group's consolidated financial statements as the Group has no interest in a subsidiary, a joint venture or an associate that is classified as held for sale. 2.1.2 New accounting standards and amendments that are not yet effective and have not been early adopted by the Group for the financial year beginning on 1 January 2017 Standards/Amendments IFRS 2 Amendments IFRS 9 IFRS 4 Amendments IFRS 15 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Standards/Amendments 1 January 2017 Effective for annual periods beginning on or after 2,240 Depreciation and amortisation 131,354 176,148 Insurance contracts 1,056 (6,225) Net realised and unrealised (gains)/losses on financial assets (109,147) (122,727) 1,142 64,364 2,682 The notes on pages 156 to 268 form an integral part of these consolidated financial statements. Financial Report China Life Insurance Company Limited Annual Report 2017 155 Notes to the Consolidated Financial Statements For the year ended 31 December 2017 1 2 ORGANIZATION AND PRINCIPAL ACTIVITIES China Life Insurance Company Limited (the “Company”) was established in the People's Republic of China ("China" or the "PRC”) on 30 June 2003 as a joint stock company with limited liability as part of a group restructuring of China Life Insurance (Group) Company (“CLIC”, formerly China Life Insurance Company) and its subsidiaries (the “Restructuring”). The Company and its subsidiaries are hereinafter collectively referred to as the "Group". The Group's principal activities are the writing of life, health, accident and other types of personal insurance business; reinsurance business for personal insurance business; fund management business permitted by national laws and regulations or approved by the State Council of the People's Republic of China, etc. The Company is a joint stock company incorporated in the PRC with limited liability. The address of its registered office is 16 Financial Street, Xicheng District, Beijing, the PRC. The Company is listed on the New York Stock Exchange, the Stock Exchange of Hong Kong Limited, and the Shanghai Stock Exchange. These consolidated financial statements are presented in millions of Renminbi ("RMB million”) unless otherwise stated. These consolidated financial statements have been approved and authorised for issue by the Board of Directors on 22 March 2018. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. 2.1 Basis of preparation The Group has prepared these consolidated financial statements in accordance with International Financial Reporting Standards (“IFRSs”), amendments to IFRSs and interpretations issued by the International Accounting Standards Board ("IASB"). These consolidated financial statements also comply with the applicable disclosure provisions of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and the applicable disclosure requirements of the Hong Kong Companies Ordinance. The Group has prepared the consolidated financial statements under the historical cost convention, except for financial assets and liabilities at fair value through profit or loss, available-for- sale securities, insurance contract liabilities and certain property, plant and equipment at deemed cost as part of the Restructuring process. The preparation of financial statements in compliance with IFRSS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 3. 2.1.1 New accounting standards and amendments adopted by the Group for the first time for the financial year beginning on 1 January 2017 IFRS 15 Amendments 2,083 IAS 40 Amendments IFRS 16 IFRS 10 and IAS 28 Amendments Adjustments for: 23,842 41,671 RMB million 2016 2017 Profit before income tax CASH FLOWS FROM OPERATING ACTIVITIES ended 31 December 2017 year For the Consolidated Statement of Cash Flows Financial Report Investment income 153 Financial Report The notes on pages 156 to 268 form an integral part of these consolidated financial statements. 325,310 4,377 139,202 145,675 7,791 28,265 (7,164) (135) (15,609) 8,580 135 China Life Insurance Company Limited Annual Report 2017 China Life Insurance Company Limited Annual Report 2017 158 Financial Report Content Classification and Measurement of Share-based Payment Transactions Financial Instruments Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts Revenue from Contracts with Customers Clarifications to IFRS 15 Revenue from Contracts with Customers Transfers of Investment Property Leases Insurance Contracts Sale or Contribution of Assets between an Investor and its Associate or Joint Venture Effective for annual period beginning on or after 1 January 2018 1 January 2018 1 January 2018 1 January 2018 1 January 2018 1 January 2018 1 January 2019 1 January 2021 No mandatory effective date yet determined but available for adoption The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective. China Life Insurance Company Limited Annual Report 2017 157 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2017 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.1 Basis of preparation (continued) 2.1.2 New accounting standards and amendments that are not yet effective and have not been early adopted by the Group for the financial year beginning on 1 January 2017 (continued) IFRS 2 Amendments Classification and Measurement of Share-based Payment Transactions In June 2016, the IASB issued amendments to IFRS 2 Share-based Payment that address three main areas: the effects of vesting conditions on the measurement of a cash-settled share-based payment transaction; the classification of a share-based payment transaction with net settlement features for withholding a certain amount in order to meet an employee's tax obligation associated with the share-based payment; and accounting where a modification to the terms and conditions of a share-based payment transaction changes its classification from cash-settled to equity-settled. The amendments clarify that the approach used to account for vesting conditions when measuring equity-settled share-based payments also applies to cash-settled share-based payments. The amendments introduce an exception so that a share-based payment transaction with net share settlement features for withholding a certain amount in order to meet the employee's tax obligation is classified in its entirety as an equity-settled share-based payment transaction when certain conditions are met. Furthermore, the amendments clarify that if the terms and conditions of a cash-settled share-based payment transaction are modified, with the result that it becomes an equity-settled share-based payment transaction, the transaction is accounted for as an equity-settled transaction from the date of the modification. On adoption, entities are required to apply the amendments without restating prior periods, but retrospective application is permitted if they elect to adopt for all three amendments and other criteria are met. The Group will adopt the amendments from 1 January 2018. The amendments are not expected to have any significant impact on the Group's consolidated financial statements. IFRS 9 Financial Instruments Classification and measurement IFRS 9 requires that the Group classifies debt instruments based on the combined effect of application of business model (hold to collect contractual cash flows, hold to collect contractual cash flows and sell financial assets or other business models) and contractual cash flow characteristics (sole payments of principal and interest on the principal amount outstanding or not). Debt instruments not giving rise to cash flows that are sole payments of principal and interest on the principal amount outstanding would be measured at fair value through profit and loss. Other debt instruments giving rise to cash flows that are sole payments of principal and interest on the principal amount outstanding would be measured at amortised cost, fair value through other comprehensive income ("FVOCI") or fair value through profit or loss ("FVTPL”), based on their respective business model. The Group is in the process of analysing the contractual cash flow characteristics of financial assets and assessing the application of the business model. Equity instruments would generally be measured at fair value through profit or loss unless the Group elects to measure at FVOCI for certain equity investments not held for trading. This will result in unrealised gains and losses on equity instruments currently classified as available-for-sale securities being recorded in income going forward. Currently, these unrealised gains and losses are recognised in other comprehensive income ("OCI"). If the Group elect to record equity investments at FVOCI, gains and losses would never be recognised in income except for the received dividends which do not represent a recovery of part of the investment cost. IFRS 17 Foreign exchange (gains)/losses (52) (582) Dividends paid to non-controlling interests (12,257) (7,164) (4,891) (5,671) 49,999 6,228 Dividends paid to equity holders of the Company Interest paid Increase/(decrease) in securities sold under agreements to repurchase, net CASH FLOWS FROM FINANCING ACTIVITIES RMB million RMB million (135) 2016 ended 31 December 2017 year For the Consolidated Statement of Cash Flows (continued) China Life Insurance Company Limited Annual Report 2017 154 The notes on pages 156 to 268 form an integral part of these consolidated financial statements. (104,703) (173,676) Net cash inflows/(outflows) from investing activities (11) (399) Cash paid related to other investing activities 2017 (151) Cash received from borrowings Capital injected into subsidiaries by non-controlling interests Cash at banks and in hand Analysis of balances of cash and cash equivalents 67,046 48,586 year End of the 76,096 67,046 Beginning of the year Cash and cash equivalents (9,050) (18,460) Net decrease in cash and cash equivalents 285 (179) Foreign exchange gains/(losses) on cash and cash equivalents 6,270 (45,595) Net cash inflows/(outflows) from financing activities (13,200) (8,008) Cash paid related to other financing activities (30,000) (38,000) 2,939 4,034 13,831 3,121 Cash repaid to lenders (7,483) (15,515) Decrease/(increase) in policy loans, net 20,390 Disposals of equity investments Maturities of debt investments 89,098 200,990 Disposals of debt investments Disposals and maturities: CASH FLOWS FROM INVESTING ACTIVITIES Net cash inflows/(outflows) from operating activities 526 778 5,465 4,497 (9,331) (4,473) 124,466 38,967 1,539 931 (76,318) 76,378 Interest received – securities at fair value through profit or loss Dividends received - securities at fair value through profit or loss Income tax paid Receivables and payables Financial liabilities at fair value through profit or loss Securities at fair value through profit or loss Changes in operating assets and liabilities: (5,855) (7,143) Share of profit of associates and joint ventures, net Property, plant and equipment 135 Purchases: Equity investments 29,014 Dividends received 78,891 98,012 Interest received (22,035) 6,981 Decrease/(increase) in securities purchased under agreements to resell, net 37,515 92,148 Decrease/(increase) in term deposits, net (65,158) (37,304) Capital contribution to associates and joint ventures (5,310) (9,619) Property, plant and equipment (537,012) (500,737) (173,628) (516,051) 114 103 508,476 506,306 50,101 142,845 10,447 30,540 Debt investments (135) (135) (7,164) Net profit (4,257) (8,919) 28 Income tax 23,842 41,671 27 Profit before income tax 5,855 7,143 8 (522,794) Attributable to: (608,827) (1,068) 20 20 (4,859) (6,426) Share of profit of associates and joint ventures, net Total benefits, claims and expenses Statutory insurance fund contribution Other expenses (31,854) (35,953) Administrative expenses (4,767) (1,048) - Equity holders of the Company - Non-controlling interests Basic and diluted earnings per RMB million Note 2016 2017 attributable to participating policyholders Amount transferred to net profit from other comprehensive income Portion of fair value changes on available-for-sale securities Fair value gains/(losses) on available-for-sale securities profit or loss in subsequent periods: Other comprehensive income that may be reclassified to Other comprehensive income ended 31 December 2017 year For the Consolidated Statement of Comprehensive Income (continued) Financial Report 151 Annual Report 2017 China Life Insurance Company Limited Financial Report The notes on pages 156 to 268 form an integral part of these consolidated financial statements. RMB0.66 RMB1.13 30 458 19,127 32,253 499 19,585 32,752 share (4,601) 26 Finance costs (52,022) 109,147 122,727 21 222 Net fair value gains through profit or loss Other income Net realised gains on financial assets Investment income 426,230 506,910 (2,510) (1,395) 428,740 508,305 (1,758) (3,661) 430,498 511,966 RMB million RMB million Notes 2016 2017 Net premiums earned Net change in unearned premium reserves Net written premiums Less: premiums ceded to reinsurers Gross written premiums REVENUES ended 31 December 2017 22 RMB million 42 23 (64,789) Underwriting and policy acquisition costs (15,883) (21,871) Policyholder dividends resulting from participation in profits (5,316) (8,076) 25 (126,619) (172,517) 24 (27,269) (33,818) 24 22 Investment contract benefits Accident and health claims and claim adjustment expenses Increase in insurance contract liabilities (253,157) (259,708) 24 Life insurance death and other benefits BENEFITS, CLAIMS AND EXPENSES Insurance benefits and claims expenses Total revenues 540,781 643,355 6,460 7,493 (7,094) 6,183 6,038 For the (15,003) (42) (6,038) 122,558 145,007 7,791 28,265 As at 31 December 2016 (12,375) (151) (19,624) 7,400 Total transactions with owners 33 33 Others 4,027 (151) interests Dividends to non-controlling (12,257) (12,257) Dividends paid (Note 32) (7,367) 7,367 Appropriation to reserves (Note 36) Transactions with owners Total comprehensive income (6,191) 456 19,127 (151) 307,648 As at 1 January 2017 28,265 (7,164) (8,445) 8,445 As at 31 December 2017 Total transactions with owners Others interests Dividends to non-controlling Dividends paid (Note 32) Appropriation to reserves (Note 36) Transactions with owners 24,826 485 32,253 (7,912) Total comprehensive income (7,926) (14) (7,912) Other comprehensive income 32,752 499 32,253 Net profit 307,648 4,027 122,558 145,007 7,791 (25,774) (25,776) (2) (25,774) 456 485 (6,647) 24,341 - Non-controlling interests - Equity holders of the Company Attributable to: (6,191) 24,826 Total comprehensive income for the year, net of tax (25,776) (7,926) Other comprehensive income for the year, net of tax Other comprehensive income that will not be reclassified to profit or loss in subsequent periods (25,776) (7,926) Other comprehensive income that may be reclassified to profit or loss in subsequent periods 8,242 2,359 28 Income tax relating to components of other comprehensive income 21 (865) Exchange differences on translating foreign operations (864) 20 Share of other comprehensive income of associates and joint ventures under the equity method 17,372 5,605 152 (44,509) The notes on pages 156 to 268 form an integral part of these consolidated financial statements. Consolidated Statement of Changes in Equity 19,585 458 19,127 326,214 3,722 123,055 163,381 7,791 (Note 36) (Note 35) 28,265 (Note 34) RMB million RMB million earnings RMB million RMB million Short-term bank deposits Retained Total Non-controlling interests RMB million instruments Other equity Attributable to equity holders of the Company Share capital RMB million Other comprehensive income Net profit As at 1 January 2016 For the year ended 31 December 2017 China Life Insurance Company Limited Annual Report 2017 In July 2014, the IASB issued the final version of IFRS 9, bringing together all phases of the financial instruments project to replace IAS 39 and all previous versions of IFRS 9. The standard introduces new requirements for classification and measurement, impairment, and hedge accounting. IFRS 9 is effective for annual periods beginning on or after 1 January 2018, with early adoption permitted. Based on the current assessment, the Group expects the adoption of IFRS 9 will have a material impact on the Group's consolidated financial statements. RMB million The Group is currently assessing the impact of the standard upon adoption. the contractual arrangement with the other vote holders of the investee; When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including: the ability to use its power over the investee to affect its returns. • exposure, or rights, to variable returns from its involvement with the investee; and power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee); • The consolidated financial statements include the financial statements of the Company and its subsidiaries for the year ended 31 December 2017. Subsidiaries are those entities which are controlled by the Group (including the structured entities controlled by the Group). Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has: 2.2 Consolidation In addition, besides the amendments to IFRS 12, which are effective for annual periods beginning on or after 1 January 2017, the Annual Improvements 2014-2016 Cycle issued in December 2016 set out amendments to IFRS 1 and IAS 28, which are effective for annual periods beginning on or after 1 January 2018. The Annual Improvements 2015-2017 Cycle issued in December 2017 set out amendments to IFRS 3, IFRS 11, IAS 12 and IAS 23, which are effective for annual periods beginning on or after 1 January 2019. There is no material impact on the accounting policies of the Group as a result of these amendments. now. rights arising from other contractual arrangements; and Amendments to IFRS 10 and IAS 28 address an inconsistency between the requirements in IFRS 10 and IAS 28 in dealing with the sale or contribution of assets between an investor and its associate or joint venture. The amendments require a full recognition of a gain or loss when the sale or contribution of assets between an investor and its associate or joint venture constitutes a business. For a transaction involving assets that do not constitute a business, a gain or loss resulting from the transaction is recognised in the investor's profit or loss only to the extent of the unrelated investor's interest in that associate or joint venture. The amendments are to be applied prospectively. The previous mandatory effective date of amendments to IFRS 10 and IAS 28 was removed and a new mandatory effective date will be determined after the completion of a broader review of accounting for associates and joint ventures. However, the amendments are available for adoption IFRS 10 and IAS 28 Amendments Joint Venture 2.1.2 New accounting standards and amendments that are not yet effective and have not been early adopted by the Group for the financial year beginning on 1 January 2017 (continued) 2.1 Basis of preparation (continued) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Financial Report 2 For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) 161 China Life Insurance Company Limited Annual Report 2017 IFRS 17 is effective for annual reporting periods beginning on or after 1 January 2021, with comparative figures required. Early application is permitted, provided the entity also applies IFRS 9 and IFRS 15 on or before the date it first applies IFRS 17. Retrospective application is required. However, if full retrospective application for a group of insurance contracts is impracticable, then the entity is required to choose either a modified retrospective approach or a fair value approach. Sale or Contribution of Assets between an Investor and its Associate or Extensive disclosures to provide information on the recognised amounts from insurance contracts and the nature and extent of risks arising from these contracts. the Group's voting rights and potential voting rights. 162 China Life Insurance Company Limited Annual Report 2017 The investments in subsidiaries are accounted for only in the Company's statement of financial position at cost less impairment. Cost is adjusted to reflect changes in consideration arising from contingent consideration amendments. Cost also includes direct attributable costs of investment. The results of subsidiaries are accounted for by the Company on the basis of dividends received and receivable. The excess of the aggregate of the consideration transferred, the fair value of any non-controlling interest in the acquiree, and the fair value of any previous equity interest in the acquiree at the acquisition date over the fair value of the net identifiable assets acquired and liabilities assumed is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed, and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the re- assessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in profit or loss. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. If there is any indication that goodwill is impaired, recoverable amount is estimated and the difference between carrying amount and recoverable amount is recognised as an impairment charge. Impairment losses on goodwill are not reversed in subsequent periods. Gains or losses on the disposal of an entity take into consideration the carrying amount of goodwill relating to the entity sold. The Group uses the acquisition method of accounting to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred and the equity interest issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets acquired, and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value at the acquisition date. On an acquisition- by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest's proportionate share of the acquiree's net assets. reclassifies the Group's share of components previously recognised in OCI to profit or loss or retained earnings, as appropriate, as if the Group had directly disposed of the related assets or liabilities recognises any surplus or deficit in profit or loss; and Financial Report recognises the fair value of any investment retained; • recognises the fair value of the consideration received; • The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. derecognises the cumulative translation differences recorded in equity; derecognises the carrying amount of any non-controlling interests; • derecognises the assets (including goodwill) and liabilities of the subsidiary; • A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it: Profit or loss and each component of OCI are attributed to the equity holders of the Company and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group's accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full upon consolidation. 2.2 Consolidation (continued) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2 For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) • 163 Insurance services results are presented separately from the insurance finance income or expense; The recognition of insurance revenue and insurance service expenses in the statement of comprehensive income based on the concept of services provided during the period; The Group will adopt IFRS 15 from 1 January 2018 and plans to adopt the modified retrospective approach. Given insurance contracts are scoped out of IFRS 15, the main impact of the new standard is on the accounting treatment of income from administrative and investment management services. The Group does not expect any significant impact on the Group's consolidated financial statement. 2.1.2 New accounting standards and amendments that are not yet effective and have not been early adopted by the Group for the financial year beginning on 1 January 2017 (continued) IFRS 15 - Revenue from Contracts with Customers and IFRS 15 Amendments (continued) 2.1 Basis of preparation (continued) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2 For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) 159 China Life Insurance Company Limited Annual Report 2017 IFRS 15, issued in May 2014, establishes a new five-step model to account for revenue arising from contracts with customers. Under IFRS 15, revenue is recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. The principles in IFRS 15 provide a more structured approach for measuring and recognising revenue. The standard also introduces extensive qualitative and quantitative disclosure requirements, including disaggregation of total revenue, information about performance obligations, changes in contract asset and liability account balances between periods and key judgements and estimates. The standard will supersede all current revenue recognition requirements under IFRSs. Either a full retrospective application or a modified retrospective adoption is required on the initial application of the standard. In April 2016, the IASB issued amendments to IFRS 15 to address the implementation issues on identifying performance obligations, application guidance on principal-versus-agent consideration, licences of intellectual property, and transition. The amendments are also intended to help ensure a more consistent application when entities adopt IFRS 15 and decrease the cost and complexity of applying the standard. IFRS 15 and the amendments are effective for annual periods beginning on or after 1 January 2018, and early adoption is permitted. IFRS 15 - Revenue from Contracts with Customers and IFRS 15 Amendments IAS 40 Amendments - Transfers of Investment Property During 2016, the Group performed an assessment of the amendments and reached the conclusion that its activities are predominantly connected with insurance as at 31 December 2015. There had been no significant change in the activities of the Group since then that requires reassessment, and the Group considered that it continues to meet the criteria of applying the temporary exemption. The Group decides to apply the temporary exemption from IFRS 9 and, therefore, continue to apply IAS 39 to its financial assets and liabilities in its reporting period starting on 1 January 2018. The Group does not apply the hedge accounting currently, so the new hedge accounting model under IFRS 9 has no impact on the Group's consolidated financial statements. Hedge accounting IFRS 9 replaces the “incurred loss" model with the “expected credit loss” model which is designed to include forward-looking information. The Group is in the process of developing and testing the key models required under IFRS 9 and analysing the impact on the expected loss provision; the Group believed the provision for debt instruments of the Group under the "expected credit loss" model would be larger than that under the previous "incurred loss" model. Impairment 2.1.2 New accounting standards and amendments that are not yet effective and have not been early adopted by the Group for the financial year beginning on 1 January 2017 (continued) 2.1 Basis of preparation (continued) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2 Financial Report For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) IFRS 4 Amendments - Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts Amendments to IFRS 4 address issues arising from the different effective dates of IFRS 9 and IFRS 17. The amendments introduce two alternative options that allow entities issuing contracts within the scope of IFRS 4 for the adoption of IFRS 9, notably a temporary exemption and an overlay approach. The temporary exemption enables eligible entities to defer the implementation date of IFRS 9 until the effective date of IFRS 17. The amendments clarify that an insurer may apply the temporary exemption from IFRS 9 if: (i) it has not previously applied any version of IFRS 9, other than only the requirements for the presentation of gains and losses on financial liabilities designated as FVTPL; and (ii) its activities are predominantly connected with insurance on its annual reporting date that immediately precedes 1 April 2016. The overlay approach allows entities applying IFRS 9 from 2018 onwards to remove from profit or loss the effects arising from the adoption of IFRS 9 and reclassify the amounts to OCI for designated financial assets. An entity can apply the temporary exemption from IFRS 9 for annual periods beginning on or after 1 January 2018, or apply the overlay approach when it applies IFRS 9 for the first time. Amounts that the policyholder will always receive, regardless of whether an insured event happens (non-distinct investment components) are not presented in the income statement, but are recognised directly on the balance sheet; Amendments to IAS 40, issued in December 2016, clarify when an entity should transfer property, including property under construction or development into, or out of investment property. The amendments state that a change in use occurs when the property meets, or ceases to meet, the definition of investment property and there is evidence of the change in use. A mere change in management's intentions for the use of a property does not provide evidence of a change in use. The amendments are to be applied prospectively, and shall be applied to the changes that occurred, during or after the financial year when it applies amendments for the first time. An entity should reassess the classification of property held at the date that it first applies the amendments and, if applicable, reclassify property to reflect the conditions that exist at that date. Retrospective application is only permitted if it is possible without the use of hindsight. The Group expects to adopt the amendments from 1 January 2018. The amendments are not expected to have any significant impact on the Group's consolidated financial statements. IFRS 16 was issued in January 2016 and it replaces IAS 17 Leases, IFRS Interpretations Committee Interpretation No.4 Determining whether an Arrangement contains a Lease, Standing Interpretations Committee ("SIC”) Interpretation No.15 Operating Leases – Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease. IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for all leases under a single on-balance sheet model similar to the accounting for finance leases under IAS 17. The standard includes two recognition exemptions for lessees-leases of low-value assets and short-term leases (i.e., leases with a lease term of 12 months or less). At the commencement date of a lease, a lessee will recognise a liability to make lease payments (i.e., the lease liability) and an asset representing the right to use the underlying asset during the lease term (i.e., the right-of-use asset). The right-of-use asset is subsequently measured at cost less accumulated depreciation and any impairment losses unless the right-of-use asset meets the definition of investment property in IAS 40, or relates to a class of property, plant and equipment to which the revaluation model is applied. The lease liability is subsequently increased to reflect the interest on the lease liability and reduced for the lease payments. Lessees will be required to separately recognise the interest expense on the lease liability and the depreciation expense on the right-of-use asset. Lessees will be also required to remeasure the lease liability upon the occurrence of certain events (e.g., a change in the lease term, a change in future lease payments resulting from a change in an index or rate used to determine those payments). The lessee will generally recognise the amount of the remeasurement of the lease liability as an adjustment to the right-of-use asset. Lessor accounting under IFRS 16 is substantially unchanged from today's accounting under IAS 17. Lessors will continue to classify all leases using the same classification principle as in IAS 17 and distinguish between two types of leases: operating and finance leases. IFRS 16 also requires lessees and lessors to make more extensive disclosures than under IAS 17. IFRS 16 is effective for annual periods beginning on or after 1 January 2019. Early application is permitted, but not before an entity applies IFRS 15. A lessee can choose to apply the standard using either a full retrospective or a modified retrospective approach. The standard's transition provisions permit certain reliefs. The Group is assessing the impact of IFRS 16 on its consolidated financial statements. The effect of changes in discount rates will be reported in either profit or loss or other comprehensive income, determined by an accounting policy choice; Certain changes in the expected present value of future cash flows are adjusted against the CSM and thereby recognised in profit or loss over the remaining coverage period; A Contractual Service Margin (CSM) represents the unearned profitability of the insurance contracts and is recognised in profit or loss over the coverage period; The fulfilment cash flows including the expected present value of future cash flows and explicit risk adjustment, remeasured every reporting period; • • • • • • The main features of the new accounting model for insurance contracts are, as follows: IFRS 16 Leases In contrast to the requirements in IFRS 4, which are largely based on grandfathering previous local accounting policies for measurement purposes, IFRS 17 provides a comprehensive model (the general model) for insurance contracts, supplemented by the variable fee approach for contracts with direct participation features and the premium allocation approach mainly for short-duration which typically applies to certain non-life insurance contracts. IFRS 17 Insurance Contracts 2.1.2 New accounting standards and amendments that are not yet effective and have not been early adopted by the Group for the financial year beginning on 1 January 2017 (continued) 2.1 Basis of preparation (continued) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2 Financial Report For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) China Life Insurance Company Limited Annual Report 2017 160 Financial Report In May 2017, the IASB issued IFRS 17 Insurance Contracts, a comprehensive new accounting standard for insurance contracts covering recognition and measurement, presentation and disclosure, which replaces IFRS 4 Insurance Contracts. Notes to the Consolidated Financial Statements (continued) China Life Insurance Company Limited Annual Report 2017 2 For the year ended 31 December 2017 Held-to-maturity securities are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Group has the positive intention and ability to hold to maturity and do not meet the definition of loans and receivables nor designated as available-for-sale securities or securities at fair value through profit or loss. Held-to-maturity securities This category has two sub-categories: securities held for trading and those designated as at fair value through profit or loss at inception. Securities are classified as held for trading at inception if acquired principally for the purpose of selling in the short-term or if they form part of a portfolio of financial assets in which there is evidence of taking short-term profit. The Group may classify other financial assets as at fair value through profit or loss if they meet the criteria in IAS 39 and designated as such at inception. (ii) (i) The Group classifies its financial assets into the following categories: securities at fair value through profit or loss, held-to-maturity securities, loans and receivables, and available-for-sale securities. Management determines the classification of its financial assets at initial recognition which depends on the purpose which the assets are acquired. The Group's investments in securities fall into the following four categories: Securities at fair value through profit or loss for 2.8.a Classification 2.8 Financial assets An investment property is derecognised when either it has been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gains or losses on the retirement or disposal of an investment property are recognised in the statement of comprehensive income in the year of retirement or disposal. A transfer to, or from, an investment property is made when, and only when, there is evidence of a change in use. Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market other than those that the Group intends to sell in the short-term or held as available-for-sale. Loans and receivables mainly comprise term deposits, loans, securities purchased under agreements to resell, accrued investment income and premium receivables as presented separately in the statement of financial position. 2.7 Investment properties (continued) 2 Financial Report For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) China Life Insurance Company Limited Annual Report 2017 166 The useful lives and depreciation method are reviewed periodically to ensure that the method and period of depreciation are consistent with the expected pattern of economic benefits from the individual investment properties. Overseas investment properties that are held by the Group in the form of property ownership, equity investment, or other forms, have expected useful lives not longer than 50 years, determined based on the usage in their locations. Depreciation is computed on the straight-line basis over the estimated useful lives. The estimated useful lives of investment properties are 15 to 35 years. Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and any impairment loss. Investment properties are interests in land and buildings that are held to earn rental income and/or for capital appreciation, rather than for the supply of services or for administrative purposes. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) (iv) Available-for-sale securities Available-for-sale securities are non-derivative financial assets that are either designated in this category or not classified in any of the other categories. 2.8.b Recognition and measurement China Life Insurance Company Limited Annual Report 2017 168 the market price of the equity securities was below their cost for a period of more than one year (including one year) at the reporting date. the market price of the equity securities was more than 50% below their cost at the reporting date; the market price of the equity securities was more than 20% below their cost for a period of at least six months at the reporting date; and In evaluating whether a decline in value is impairment for equity securities, the Group also considers the extent or the duration of the decline. The quantitative factors include the following: the disappearance of an active market for that financial asset because of financial difficulties. it becomes probable that the issuer or debtor will enter into bankruptcy or other financial reorganisation; and a breach of contract, such as a default or delinquency in payments; significant financial difficulty of the issuer or debtor; 2.8.c Impairment of financial assets other than securities at fair value through profit or loss Financial assets other than those accounted for as at fair value through profit or loss are adjusted for impairment, where there are declines in value that are considered to be impairment. In evaluating whether a decline in value is an impairment for these financial assets, the Group considers several factors including, but not limited to, the following: The Group purchases securities under agreements to resell substantially identical securities. These agreements are classified as secured loans and are recorded at amortised cost, i.e., their costs plus accrued interests at the end of the reporting period, which approximates fair value. The amounts advanced under these agreements are reflected as assets in the consolidated statement of financial position. The Group does not take physical possession of securities purchased under agreements to resell. Sale or transfer of the securities is not permitted by the respective clearing house on which they are registered while the lended money is outstanding. In the event of default by the counterparty, the Group has the right to the underlying securities held by the clearing house. Loans are carried at amortised cost, net of allowance for impairment. Term deposits primarily represent traditional bank deposits which have fixed maturity dates and are stated at amortised cost. Securities at fair value through profit or loss and available-for-sale securities are carried at fair value. Equity investments that do not have a quoted price in an active market and whose fair value cannot be reliably measured are carried at cost, net of allowance for impairments. Held-to-maturity securities are carried at amortised cost using the effective interest method. Investment gains and losses on sales of securities are determined principally by specific identification. Realised and unrealised gains and losses arising from changes in the fair value of the securities at fair value through profit or loss category, and the change of fair value of available-for-sale debt securities due to foreign exchange impact on the amortised cost are included in net profit in the period in which they arise. The remaining unrealised gains and losses arising from changes in the fair value of available-for-sale securities are recognised in OCI. When securities classified as available-for-sale securities are sold or impaired, the accumulated fair value adjustments are included in net profit as realised gains on financial assets. 2.8.b Recognition and measurement (continued) 2.8 Financial assets (continued) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Financial Report 2 For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) 167 Annual Report 2017 China Life Insurance Company Limited Purchase and sale of investments are recognised on the trade date, when the Group commits to purchase or sell assets. Investments are initially recognised at fair value plus, in the case of all financial assets not carried at fair value through profit or loss, transaction costs that are directly attributable to their acquisition. Investments are derecognised when the rights to receive cash flows from the investments have expired or when they have been transferred and the Group has also transferred substantially all risks and rewards of ownership. 2.7 Investment properties The gain or loss on disposal of an item of property, plant and equipment is the difference between the net sales proceeds and the carrying amount of the relevant asset, and is recognised in net profit. (iii) Loans and receivables Impairment and gains or losses on disposals The investments in associates and joint ventures are stated at cost less impairment in the Company's statement of financial position. The results of associates and joint ventures are accounted for by the Company on the basis of dividends received and receivable. The Group determines at each reporting date whether there is any objective evidence that the investments in associates and joint ventures are impaired. If this is the case, an impairment loss is recognised for the amount by which the investment's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of the investment's fair value less costs of disposal and value in use. The impairment of investments in the associates and joint ventures is reviewed for possible reversal at each reporting date. 2.3 Associates and joint ventures (continued) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2 Financial Report For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) China Life Insurance Company Limited Annual Report 2017 164 Financial Report 2.4 Segment reporting Goodwill represents the excess of the cost of an acquisition over the fair value of the Group's share of the net identifiable assets of acquired associates or joint ventures at the date of acquisition. Goodwill on acquisitions of associates and joint ventures is included in investments in associates and joint ventures and is tested annually for impairment as part of the overall balance. Impairment losses on goodwill are not reversed. Gains or losses on the disposal of an entity take into consideration the carrying amount of goodwill relating to the entity sold. The Group's share of post-acquisition profit or loss of its associates and joint ventures is recognised in net profit, and its share of post-acquisition movements in OCI is recognised in the consolidated statement of comprehensive income. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Group's share of losses in an associate or joint venture equals or exceeds its interest in the associate or joint venture, including any other unsecured receivables, the Group does not recognise further losses unless it has obligations to make payments on behalf of the associate or joint venture. Investments in associates and joint ventures are accounted for using the equity method of accounting and are initially recognised at cost. Joint ventures are the type of joint arrangements whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control. Associates are entities over which the Group has significant influence, generally accompanying a shareholding of between 20% and 50% of the voting rights of the investee. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but is not control or joint control over those policies. 2.3 Associates and joint ventures If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in OCI is reclassified to profit or loss as appropriate. When the Group ceases to have control or significant influence, any retained interest in the entity is re- measured to its fair value, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in OCI in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in OCI are reclassified to profit or loss. The Group treats transactions with non-controlling interests that do not result in loss of controls as equity transactions. For shares purchased from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposal of shares to non-controlling interests are also recorded in equity. Transactions with non-controlling interests Property, plant and equipment are reviewed for impairment losses whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised in net profit for the amount by which the carrying amount of the asset exceeds its recoverable amount, which is the higher of an asset's net selling price and value in use. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Unrealised gains on transactions between the Group and its associates or joint ventures are eliminated to the extent of the Group's interests in the associates or joint ventures. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Associates and joint ventures' accounting policies have been changed where necessary to ensure consistency with the policies adopted by the Group. The Group's operating segments are presented in a manner consistent with the internal management reporting provided to the operating decision maker-president office for deciding how to allocate resources and for assessing performance. 2.2 Consolidation (continued) 2.5 Foreign currency translation Operating segment refers to the segment within the Group that satisfies the following conditions: i) the segment generates income and incurs costs from daily operating activities; ii) management evaluates the operating results of the segment to make resource allocation decision and to evaluate the business performance; and iii) the Group can obtain relevant financial information of the segment, including financial condition, operating results, cash flows and other financial performance indicators. The residual values, depreciation method and useful lives are reviewed periodically to ensure that the method and period of depreciation are consistent with the expected pattern of economic benefits from items of property, plant and equipment. Over the shorter of the remaining term of the lease and the useful lives 4 to 8 years 3 to 11 years 15 to 35 years Estimated useful lives Leasehold improvements Office equipment, furniture and fixtures Motor vehicles Buildings Financial Report Depreciation is computed on a straight-line basis to write down the cost of each asset to its residual value over its estimated useful lives as follows: Assets under construction mainly represent buildings under construction, which are stated at cost less any impairment losses and are not depreciated, except for those acquired prior to 30 June 2003, which are stated at deemed cost less any accumulated impairment losses. Cost comprises the direct costs of construction and capitalised borrowing costs on related borrowed funds during the period of construction. Assets under construction are reclassified to the appropriate category of property, plant and equipment, investment properties or other assets when completed and ready for use. 2.6 Property, plant and equipment (continued) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2 For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) 165 China Life Insurance Company Limited Annual Report 2017 The historical costs of property, plant and equipment comprise its purchase price, including import duties and non-refundable purchase taxes, and any directly attributable costs of bringing the asset to its working condition and location for its intended use. Expenditure incurred after terms of property, plant and equipment have been put into operation, such as repairs and maintenance, is normally charged to the statement of comprehensive income in the period in which it is incurred. In situations where the recognition criteria are satisfied, the expenditure for a major inspection is capitalised in the carrying amount of the assets as a replacement. Where significant parts of property, plant and equipment are required to be replaced at intervals, the Group recognises such parts as individual assets with specific useful lives and depreciates them accordingly. Property, plant and equipment, are stated at historical costs less accumulated depreciation and any accumulated impairment losses, except for those acquired prior to 30 June 2003, which are stated at deemed cost less accumulated depreciation and any accumulated impairment losses. 2.6 Property, plant and equipment The Company's functional currency is RMB. Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. The reporting currency of the consolidated financial statements of the Group is RMB. Transactions in foreign currencies are translated at the exchange rates ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rates ruling at the end of the reporting period. Exchange differences arising in these cases are recognised in net profit. Depreciation 2.11.2.a Recognition and measurement (continued) (iii) Universal life contracts and unit-linked contracts • Universal life contracts and unit-linked contracts are unbundled into the following components: 2.11.2.c Reinsurance contracts held non-insurance components The insurance components are accounted for as insurance contracts; and the non-insurance components are accounted for as investment contracts (Note 2.11.3), which are stated in the investment contract liabilities. 2.11.2.b Liability adequacy test The Group assesses the adequacy of insurance contract reserves using the current estimate of future cash flows with available information at the end of each reporting period. If that assessment shows that the carrying amount of its insurance liabilities (less related intangible assets, if applicable) is inadequate in light of the estimated future cash flows, the insurance contract reserves will be adjusted accordingly, and any changes of the insurance contract liabilities will be recognised in net profit. reasonable expenses incurred to manage insurance contracts or to process claims, including maintenance expenses and claim settlement expenses. Future administration expenses are included in the maintenance expenses. Expenses are determined based on expense analysis with consideration of future inflation and the Group's expense management control. insurance components 2.11.2 Insurance contracts (continued) China Life Insurance Company Limited Annual Report 2017 171 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2 For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) contracts. The Group has considered the impact of time value on the reserve calculation for insurance Margin comprises risk margin and residual margin. Risk margin is the reserve accrued to compensate for the uncertain amount and timing of future cash flows. At the inception of the contract, the residual margin is calculated net of certain acquisition costs, mainly consist of underwriting and policy acquisition costs, by the Group representing Day 1 gain and will be amortised over the life of the contracts. For insurance contracts of which future returns are affected by investment yields of corresponding investment portfolios, their related residual margins are amortised based on estimated future participating dividends payable to policyholders. For insurance contracts of which future returns are not affected by investment yields of corresponding investment portfolios, their related residual margins are amortised based on sum assured of outstanding policies. The subsequent measurement of the residual margin is independent from the reasonable estimate of future discounted cash flows and risk margin. The assumption changes have no effect on the subsequent measurement of the residual margin. (c) (b) Margin has been taken into consideration while computing the reserve of insurance contracts, measured separately and recognised in net profit in each period over the life of the contracts. At the inception of the contracts, the Group does not recognise Day 1 gain, whereas on the other hand, Day 1 loss is recognised in net profit immediately. On each reporting date, the Group reviews the assumptions for reasonable estimates of liability and risk margins, with consideration of all available information, taking into account the Group's historical experience and expectation of future events. Changes in assumptions are recognised in net profit. Assumptions for the amortisation of residual margin are locked in at policy issuance and are not adjusted at each reporting date. Contracts with reinsurers under which the Group is compensated for losses on one or more contracts issued by the Group and that meet the classification requirements for insurance contracts are classified as reinsurance contracts held. Contracts with reinsurers that do not meet these classification requirements are classified as financial assets. Insurance contracts entered into by the Group under which the contract holder is another insurer (inwards reinsurance) are included with insurance contracts. 2.11 Insurance contracts and investment contracts (continued) The benefits to which the Group is entitled under its reinsurance contracts held are recognised as reinsurance assets. Amounts recoverable from or due to reinsurers are measured consistently with the amounts associated with the reinsured insurance contracts and in accordance with the terms of each reinsurance contract. Reinsurance liabilities are primarily premiums payable for reinsurance contracts and are recognised as expenses when due. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.11.3 Investment contracts additional non-guaranteed benefits, such as policyholder dividends; and China Life Insurance Company Limited Annual Report 2017 Embedded derivatives that are not closely related to their host contracts and meet the definition of a derivative are separated and fair valued through profit or loss. The Group does not separately measure embedded derivatives that meet the definition of an insurance contract or embedded derivatives that are closely related to host insurance contracts including embedded options to surrender insurance contracts for a fixed amount (or an amount based on a fixed amount and an interest rate). Derivatives are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at their fair value. The resulting gain or loss of derivative financial instruments is recognised in net profit. Fair values are obtained from quoted market prices in active market, taking into consideration of recent market transactions or valuation techniques, including discounted cash flow models and option pricing models, as appropriate. All derivatives are carried as assets when fair value is positive and as liabilities when fair value is negative. 2.15 Derivative instruments Bonds payable primarily include subordinated debts. Subordinated debts are initially recognised at fair value and subsequently measured at amortised cost using the effective interest rate method. Amortised cost is calculated by taking into account any discount or premium at acquisition and transaction costs. 2.14 Bonds payable The Group retains substantially all the risk and rewards of ownership of securities sold under agreements to repurchase which generally mature within 180 days from the transaction date. Therefore, securities sold under agreements to repurchase are classified as secured borrowings. The Group may be required to provide additional collateral based on the fair value of the underlying securities. Securities sold under agreements to repurchase are recorded at amortised cost, i.e., their cost plus accrued interest at the end of the reporting period. It is the Group's policy to maintain effective control over securities sold under agreements to repurchase which includes maintaining physical possession of the securities. Accordingly, such securities continue to be carried on the consolidated statement of financial position. 2.13 Securities sold under agreements to repurchase Financial liabilities at fair value through profit or loss are the portions owned by the external investors in the consolidated structured entities (open-ended funds). Such financial liabilities are designated at fair value upon initial recognition, and all realised or unrealised gains or losses are recognised in net profit. 2.12 Financial liabilities at fair value through profit or loss The Group assesses its reinsurance assets for impairment as at the end of reporting period. If there is objective evidence that the reinsurance asset is impaired, the Group reduces the carrying amount of the reinsurance asset to its recoverable amount and recognises that impairment loss in net profit. DPF is contained in certain long-term insurance contracts and investment contracts. These contracts are collectively called participating contracts. The Group is obligated to pay to the policyholders of participating contracts as a group at the higher of 70% of accumulated surplus available and the rate specified in the contracts. The accumulated surplus available mainly arises from net investment income and gains and losses arising from the assets supporting these contracts. To the extent unrealised gains or losses from available- for-sale securities are attributable to policyholders, shadow adjustments are recognised in OCI. The surplus owed to policyholders is recognised as policyholder dividend payable whether it is declared or not. The amount and timing of distribution to individual policyholders of participating contracts are subject to future declarations by the Group. 2.11 Insurance contracts and investment contracts (continued) 2 Financial Report For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) China Life Insurance Company Limited Annual Report 2017 172 Financial Report Except for unit-linked contracts, of which the liabilities are carried at fair value, the liabilities of investment contracts are carried at amortised cost. contracts. Revenue from investment contracts with or without DPF is recognised as policy fee income, which consists of various fee incomes (policy fees, handling fees and management fees, etc.) during the period. Policy fee income net of acquisition cost is deferred as unearned revenue and amortised over the expected life of the 2.11.4 DPF in long-term insurance contracts and investment contracts guaranteed benefits based on contractual terms, including payments for deaths, disabilities, diseases, survivals, maturities and surrenders; 3 (a) For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) 169 China Life Insurance Company Limited Annual Report 2017 Cash amounts represent cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments with original maturities of 90 days or less, whose carrying value approximates fair value. 2.10 Cash and cash equivalents For assets and liabilities that are measured at fair value on a recurring basis, the Group determines whether transfers have occurred between each level in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. All assets and liabilities for which fair value is measured or disclosed in the consolidated financial statements are categorised within the fair value hierarchy, described in Notes 4.3, 7, 10 and 40(b) based on the lowest level input that is significant to the fair value measurement as a whole. The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The principal or the most advantageous market must be accessible to by the Group at the measurement date. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. Financial Report in the absence of a principal market, in the most advantageous market for the asset or liability. The Group measures financial instruments, such as securities at fair value through profit or loss and available-for-sale securities, at fair value at each reporting date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement of assets and liabilities is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: 2.9 Fair value measurement When the decline in value is considered impairment, held-to-maturity debt securities are written down to their present value of estimated future cash flows discounted at the securities' effective interest rates; available-for-sale debt securities and equity securities are written down to their fair value, and the change is recorded in net realised gains on financial assets in the period the impairment is recognised. The impairment loss is reversed through net profit if in a subsequent period the fair value of a debt security increases and the increase can be objectively related to an event occurring after the impairment loss was recognised through net profit. The impairment losses recognised in net profit on equity instruments are not reversed through net profit. 2.8.c Impairment of financial assets other than securities at fair value through profit or loss (continued) 2.8 Financial assets (continued) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2 Financial Report For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) 173 in the principal market for the asset or liability, or The reasonable estimate of liability for long-term insurance contracts is the present value of reasonable estimates of future cash outflows less future cash inflows. The expected future cash inflows include cash inflows of future premiums arising from the undertaking of insurance obligations, with consideration of decrement mostly from death and surrenders. The expected future cash outflows are cash outflows incurred to fulfil contractual obligations, consisting of the following: 2 2.11 Insurance contracts and investment contracts Long-term insurance contracts (continued) (ii) 2.11.2.a Recognition and measurement (continued) 2.11.2 Insurance contracts (continued) 2.11 Insurance contracts and investment contracts (continued) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2 Financial Report For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) China Life Insurance Company Limited Annual Report 2017 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 170 Long-term insurance contracts include whole life insurance, term life insurance, endowment insurance and annuity policies with significant life contingency risk. Premiums are recognised as revenue when due from policyholders. (ii) Long-term insurance contracts Reserves for claims and claim adjustment expenses consist of the reserves for reported and unreported claims and reserves for claims expenses with respect to insured events. In developing these reserves, the Group considers the nature and distribution of the risks, claims cost development, and experiences in deriving the reasonable estimated amount and the applicable margins. The methods used for reported and unreported claims include the case-by-case estimation method, average cost per claim method, chain ladder method, etc. The Group calculates the reserves for claims expenses based on the reasonable estimates of the future payments for claims expenses. The unearned premium reserve represents the portion of the premiums written net of certain acquisition costs relating to the unexpired terms of coverage. Premiums from the sale of short duration accident and health insurance products are recorded when written and are accreted to earnings on a pro-rata basis over the term of the related policy coverage. Reserves for short duration insurance products consist of unearned premium reserve and expected claims and claim adjustment expenses reserve. Actual claims and claim adjustment expenses are charged to net profit as incurred. Short-term insurance contracts (i) 2.11.2.a Recognition and measurement 2.11.2 Insurance contracts The Group issues contracts that transfer insurance risk or financial risk or both. The contracts issued by the Group are classified as insurance contracts and investment contracts. Insurance contracts are those contracts that transfer significant insurance risk. They may also transfer financial risk. Investment contracts are those contracts that transfer financial risk without significant insurance risk. A number of insurance and investment contracts contain a discretionary participating feature ("DPF"). This feature entitles the policyholders to receive additional benefits or bonuses that are, at least in part, at the discretion of the Group. 2.11.1 Classification The Group uses the discounted cash flow method to estimate the reserve of long-term insurance contracts. The reserve of long-term insurance contracts consists of a reasonable estimate of liability, a risk margin and a residual margin. The long-term insurance contract liabilities are calculated using various assumptions, including assumptions on mortality rates, morbidity rates, lapse rates, discount rates, and expense assumptions, and based on the following principles: Notes to the Consolidated Financial Statements (continued) CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (continued) 2 Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When the fair values of financial assets and liabilities recorded in the consolidated statement of financial position cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques which require a degree of judgements. The methods and assumptions used by the Group in measuring the fair value of financial instruments are as follows: The Group considers a wide range of factors in the impairment assessment as described in Note 2.8.c. The Group's principal investments are debt securities, equity securities, term deposits and loans. The critical estimates and judgements are those associated with the recognition of impairment and the measurement of fair value. 3.2 Financial instruments The impact of the various assumptions and their changes are described in Note 14. The judgements exercised in the valuation of insurance contract liabilities (including contracts with DPF) affect the amounts recognised in the consolidated financial statements as insurance contract benefits and insurance contract liabilities. The residual margin relating to the long-term insurance contracts is amortised over the expected life of the contracts, based on the assumptions (mortality rates, morbidity rates, lapse rates, discount rates, and expenses assumption) that are determined at inception of the contracts and remain unchanged for the duration of the contracts. For the year ended 31 December 2017 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (continued) Financial Report For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) China Life Insurance Company Limited Annual Report 2017 176 The determination of the liabilities under long-term insurance contracts is based on estimates of future benefit payments, premiums and relevant expenses made by the Group and the margins. Assumptions about mortality rates, morbidity rates, lapse rates, discount rates, and expense assumptions are made based on the most recent historical analysis and current and future economic conditions. The liability uncertainty arising from uncertain future benefit payments, premiums and relevant expenses is reflected in the risk margin. contracts 3.1 Estimate of future benefit payments and premiums arising from long-term insurance Areas susceptible to changes in critical estimates and judgements, which affect the carrying value of assets and liabilities, are set out below. It is possible that actual results may be different from the estimates and judgements referred to below. The Group makes estimates and assumptions that affect the reported amounts of assets and liabilities. Estimates and judgements are continually evaluated and based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Group exercises significant judgement in making appropriate assumptions. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS Dividend distribution to the Company's equity holders is recognised as a liability in the Group's consolidated financial statements in the year in which the dividends are approved by the Company's equity holders. 2.24 Dividend distribution A contingent liability is not recognised in the consolidated statement of financial position but is disclosed in the notes to the consolidated financial statements. When a change in the probability of an outflow occurs so that such outflow is probable and can be reliably measured, it will then be recognised as a provision. debt securities: fair values are generally based upon current bid prices. Where current bid prices are not readily available, fair values are estimated using either prices observed in recent transactions, values obtained from current bid prices of comparable investments or valuation techniques when the market is not active. A contingent liability is a possible obligation that arises from past events and whose existence will only be confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group. It can also be a present obligation arising from past events that is not recognised because it is not probable that outflow of economic resources will be required or the amount of obligation cannot be measured reliably. equity securities: fair values are generally based upon current bid prices. Where current bid prices are not readily available, fair values are estimated using either prices observed in recent transactions or commonly used market pricing models. Equity securities, for which fair values cannot be measured reliably, are recognised at cost less impairment. fair value of other loans are obtained from valuation techniques. China Life Insurance Company Limited Annual Report 2017 178 Financial Report The risk under any one insurance contract is the possibility that an insured event occurs and the uncertainty about the amount of the resulting claim. By the very nature of an insurance contract, this risk is random and therefore unpredictable. For a portfolio of insurance contracts where the theory of probability is applied to the pricing and provisioning, the principal risk that the Group faces under its insurance contracts is that the actual claims and benefit payments are less favourable than the underlying assumptions used in establishing the insurance liabilities. This occurs when the frequency or severity of claims and benefits exceeds the estimates. Insurance events are random, and the actual number of claims and the amount of benefits paid will vary each year from estimates established using statistical techniques. 4.1.1 Types of insurance risks 4.1 Insurance risk The Group issues contracts that transfer insurance risk or financial risk or both. This section summarises these risks and the way the Group manages them. Risk management is carried out by the Company's Risk Management Committee under policies approved by the Company's Board of Directors. RISK MANAGEMENT The Group issues certain structured entities (e.g. funds and asset management plans), and acts as a manager for such entities according to the contracts. In addition, the Group may be exposed to variability of returns as a result of holding shares of the structured entities. Determining whether the Group controls such structured entities usually focuses on the assessment of the aggregate economic interests of the Group in the entities (including any carried interests and expected management fees) and the decision-making rights on the entity. As at 31 December 2017, the Group has consolidated some fund products issued and managed by the Company's subsidiary, China Life AMP Asset Management Company ("CL AMP"), some debt investment schemes issued and managed by the Company's subsidiary, China Life Asset Management Company Limited (“CL AMC”) and some trust schemes and debt investment schemes issued and managed by third parties in the consolidated financial statements. Please refer to Note 40(c) for the details. The Group applies its judgement to determine whether the control indicators set out in Note 2.2 indicate that the Group controls structured entities such as funds and asset management products. 3.5 Determination of control over investee The Group is subject to income tax in numerous jurisdictions. During the normal course of business, certain transactions and activities for which the ultimate tax determination is uncertain, the Group needs to exercise significant judgement when determining the income tax. If the final settlement results of the tax matters are different from the amounts recorded, these differences will impact the final income tax expense and deferred tax for the period. 3.4 Income tax The Group assesses whether there are any indicators of impairment for investments in associates and joint ventures at the end of each reporting period. Investments in associates and joint ventures are tested for impairment when there are indicators that the carrying amounts may not be recoverable. An impairment exists when the carrying value of investments in associates and joint ventures exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The calculation of the fair value less costs of disposal is based on available data from binding sales transactions in an arm's length transaction of similar assets or observable market prices less incremental costs for disposing of investments in associates and joint ventures. When value in use calculations are undertaken, the Group must estimate the expected future cash flows from investments in associates and joint ventures and choose a suitable discount rate in order to calculate the present value of those cash flows. 3.3 Impairment of investments in associates and joint ventures 4 3 For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) 177 China Life Insurance Company Limited Annual Report 2017 For the description of valuation techniques, please refer to Note 4.3. Using different valuation techniques and parameter assumptions may lead to some differences of fair value estimations. securities purchased under agreements to resell, policy loans, term deposits, interest-bearing loans and borrowings, and securities sold under agreements to repurchase: the carrying amounts of these assets in the consolidated statement of financial position approximate fair value. Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognised for future operating losses. 3.1 Estimate of future benefit payments and premiums arising from long-term insurance contracts (continued) Where the Group is the lessee, rentals payable under operating leases are charged to the consolidated statement of comprehensive income on the straight-line basis over the lease terms. The aggregate benefit of incentives provided by the lessor is recognised as a reduction in rental expenses over the lease terms on the straight-line basis. Financial Report For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) China Life Insurance Company Limited Annual Report 2017 174 Financial Report Revenue from investment contracts is recognised as policy fee income, which consists of various fee incomes (policy fees, handling fees and management fees, etc.) over the period of which the service is provided. Policy fee income net of certain acquisition costs is deferred as unearned revenue and amortised over the expected life of the contracts. Policy fee income is recognised in revenue as part of other income. Policy fee income Premiums from long-term insurance contracts are recognised as revenue when due from the policyholders. Premiums from the sale of short duration accident and health insurance products are recorded when written and are accreted to earnings on a pro-rata basis over the term of the related policy coverage. Premiums Turnover of the Group represents the total revenues which include the following: 2 2.19 Revenue recognition 2.18 Other equity instruments Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of equity instruments are shown in equity as a deduction, net of tax, from the proceeds. 2.23 Provisions and contingencies Compensation under the stock appreciation rights is measured based on the fair value of the liabilities incurred and is expensed over the vesting period. Valuation techniques including option pricing models are used to estimate fair value of relevant liabilities. The liability is re-measured at the end of each reporting period to its fair value until settlement. Fair value changes in the vesting period is included in administrative expenses and changes after the vesting period is included in net fair value gains through profit or loss in net profit. The related liability is included in other liabilities. Stock appreciation rights All full-time employees of the Group are entitled to participate in various government-sponsored housing funds. The Group contributes on a monthly basis to these funds based on certain percentages of the salaries of the employees. The Group's liability in respect of these funds is limited to the contributions payable in each year. Housing benefits Full-time employees of the Group are covered by various government-sponsored pension plans under which the employees are entitled to a monthly pension based on certain formulae. These government agencies are responsible for the pension liability to these employees upon retirement. The Group contributes on a monthly basis to these pension plans. In addition to the government-sponsored pension plans, the Group established an employee annuity fund pursuant to the relevant laws and regulations in the PRC, whereby the Group is required to contribute to the schemes at fixed rates of the employees' salary costs. Contributions to these plans are expensed as incurred. Under these plans, the Group has no legal or constructive obligation for retirement benefit beyond the contributions made. Pension benefits 2.16 Employee benefits SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Other equity instruments are Core Tier 2 Capital Securities issued by the Group. These securities contain no contractual obligation to deliver cash or another financial asset; or to exchange financial assets or financial liabilities with another entity under conditions that are potentially unfavorable to the Group; or to be settled in the Group's own equity instruments. Therefore, the Group classifies these securities as other equity instruments. Fees, commissions and other transaction costs of these securities' issuance are deducted from equity. The distributions of the securities are recognised as profit distribution at the time of declaration. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.17 Share capital Investment income 2.19 Revenue recognition (continued) Where the Group is the lessor, assets leased by the Group under operating leases are included in investment properties and rentals receivable under such operating leases are credited to the consolidated statement of comprehensive income on the straight-line basis over the lease terms. Leases where substantially all the risks and rewards of ownership of assets remain with the lessor company are accounted for as operating leases. 2.22 Operating leases SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2 Financial Report For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) 175 Annual Report 2017 China Life Insurance Company Limited 3 Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the end of the reporting period. Deferred tax assets and deferred tax liabilities are offset if and only if the Group has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income tax levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered. 2.20 Finance costs Interest expenses for bonds payable, securities sold under agreements to repurchase and interest-bearing loans and borrowings are recognised within finance costs in net profit using the effective interest rate method. 2.21 Current and deferred income taxation Current income tax assets and liabilities for the current period are calculated on the basis of the tax laws enacted or substantively enacted at the end of each reporting period in the jurisdictions where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken with respect to situations in which applicable tax regulations are subject to interpretation. Income tax expense for the period comprises current and deferred tax. Income tax is recognised in net profit, except to the extent that it relates to items recognised directly in OCI where the income tax is recognised in OCI. Deferred income tax is provided on temporary differences arising on investments in subsidiaries, associates and joint ventures except where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not be reversed in the foreseeable future. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Conversely, previously unrecognised deferred tax assets are reassessed by the end of each reporting period and are recognised to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Substantively enacted tax rates are used in the determination of deferred income tax. Investment income comprises interest income from term deposits, cash and cash equivalents, debt securities, securities purchased under agreements to resell, loans and dividend income from equity securities. Interest income is recorded on an accrual basis using the effective interest rate method. Dividend income is recognised when the right to receive dividend payment is established. 390,438 100.00% 323,162 100.00% Insurance benefits of long-term 464,898 Total 82.77% 203 340,054 Others (f) 0.05% 0.04% 166 insurance contracts 1.27% Hong Tai Endowment (e) 73.14% New Xin Feng Endowment (Type A) (a) Net cash inflows/(outflows) 0.05% Subtotal 4,968 2,411,085 (2,529) (132,358) 173,367 20,217 (4,195,862) 242,265 406,999 389,892 777,919 491,510 (2,823,821) 188 China Life Insurance Company Limited Annual Report 2017 67 78 0.65% Xin Fu Ying Jia Annuity (b) Hong Ying Participating Endowment (d) 2016 2017 For the year ended 31 December Product name The table below presents the Group's major products of long-term insurance contracts: All insurance operations of the Group are located in the PRC. There are no significant differences among the regions where the Group underwrites insurance contracts. 4.1.2 Concentration of insurance risks The Group manages insurance risks through two types of reinsurance agreements, ceding on a quota share basis or a surplus basis, to cover insurance liability risk. Reinsurance contracts cover almost all products, which contain risk liabilities. The products reinsured include: life insurance, accident and health insurance or death, disability, accident, illness and assistance in terms of product category or function, respectively. These reinsurance agreements spread insured risk to a certain extent and reduce the effect of potential losses to the Group. However, the Group's direct insurance liabilities to the policyholder are not eliminated because of the credit risk associated with the failure of reinsurance companies to fulfil their responsibilities. Experience shows that the larger the portfolio of similar insurance contracts, the smaller the relative variability of the expected outcome will be. In addition, a more diversified portfolio is less likely to be affected across the board by a change in any subset of the portfolio. The Group has developed its insurance underwriting strategy to diversify the types of insurance risks accepted and within each of these categories to achieve a sufficiently large population to reduce the variability of the expected outcome. The Group manages insurance risk through underwriting strategies, reinsurance arrangements and claims handling. 4.1.1 Types of insurance risks (continued) 4.1 Insurance risk (continued) RISK MANAGEMENT (continued) 4 For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) 0.04% (18,557) RMB million 3,019 % % 5.74% 22,420 4.61% 21,435 Kang Ning Whole Life (c) 0.42% 1,626 8.73% 40,588 Xin Fu Ying Jia Annuity (b) 9.75% 38,059 12.83% 59,636 New Xin Feng Endowment (Type A) (a) contracts Premiums of long-term insurance RMB million 18,794 (1,240) 4.2.1 Market risk (continued) expenses 1,256 12,522 13,778 The following table indicates the claim development for short-term insurance contracts taking into account the impacts of ceded business: Short-term insurance contracts (accident year) Estimated claims expenses 2013 2014 2015 2016 2017 Total Unpaid claims Year end 16,379 20,359 26,897 33,700 1 year later 11,743 17,127 21,262 27,107 2 years later 11,645 16,589 21,259 11,331 (97,374) (21,404) (26,047) 27,120 33,926 1 year later 11,872 17,265 21,427 27,303 2 years later 11,775 16,726 21,422 3 years later 11,775 16,726 4 years later 11,775 Estimated accumulated claims expenses 11,775 16,726 21,422 27,303 33,926 111,152 Accumulated claims expenses paid (11,775) (16,726) (21,422) 11,645 20,497 16,589 3 years later (i) Interest rate risk Interest rate risk is the risk that the value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Group's financial assets are principally composed of term deposits, debt securities and loans which are exposed to interest rate risk. Changes in the level of interest rates could have a significant impact on the Group's overall investment return. Many of the Group's insurance policies offer guaranteed returns to policyholders. These guarantees expose the Group to interest rate risk. The Group manages interest rate risk through adjustments to portfolio structure and duration, and, to the extent possible, by monitoring the mean duration of its assets and liabilities. The sensitivity analysis for interest rate risk illustrates how changes in interest income and the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates at the end of the reporting period. As at 31 December 2017, if market interest rates were 50 basis points higher or lower with all other variables held constant, pre-tax profit for the year would have been RMB35 million lower or higher (as at 31 December 2016: RMB160 million higher or lower), respectively, mainly as a result of higher or lower interest income on floating rate cash and cash equivalents, term deposits, statutory deposits - restricted, debt securities and loans and the fair value losses or gains on debt securities assets at fair value through profit or loss. Pre-tax available-for-sale reserve in equity would have been RMB11,463 million or RMB8,306 million (as at 31 December 2016: RMB6,948 million or RMB6,948 million) lower or higher, as a result of a decrease or increase in the fair value of available-for-sale securities. China Life Insurance Company Limited Annual Report 2017 183 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2017 Financial Report 4 RISK MANAGEMENT (continued) 4.2 Financial risk (continued) 4.2.1 Market risk 4.2.1 Market risk (continued) Price risk Price risk arises mainly from the volatility of prices of equity securities held by the Group. Prices of equity securities are determined by market forces. The Group is subject to increased price risk largely because China's capital markets are relatively volatile. The Group manages price risk by holding an appropriately diversified investment portfolio as permitted by laws and regulations designed to reduce the risk of concentration in any one specific industry or issuer. As at 31 December 2017, if the prices of all the Group's equity securities had increased or decreased by 10% with all other variables held constant, pre-tax profit for the year would have been RMB3,341 million or RMB5,393 million (as at 31 December 2016: RMB3,263 million or RMB3,400 million) higher or lower, respectively, mainly as a result of an increase or decrease in fair value of equity securities excluding available-for-sale securities. Pre-tax available-for-sale reserve in equity would have been RMB23,423 million or RMB32,651 million (as at 31 December 2016: RMB24,999 million or RMB28,153 million) higher or lower, respectively, as a result of an increase or decrease in fair value of available-for-sale equity securities. If prices decreased to the extent that the impairment criteria were met, a portion of such decrease of the available-for-sale equity securities would reduce pre-tax profit through impairment. (iii) Currency risk Currency risk is the volatility of fair value or future cash flows of financial instruments resulted from changes in foreign currency exchange rates. The Group's currency risk exposure mainly arises from cash and cash equivalents, term deposits, debt investments, equity investments, interest-bearing loans and borrowings denominated in currencies other than the functional currency, such as US dollar, HK dollar, GB pound and EUR, etc. 184 China Life Insurance Company Limited Annual Report 2017 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2017 4 RISK MANAGEMENT (continued) 4.2 Financial risk (continued) (ii) The sensitivity analyses below are based on a change in an assumption while holding all other assumptions constant. In practice this is unlikely to occur, and changes in some of the assumptions may be correlated, such as change in interest rate and change in market price. The Group manages financial risk by holding an appropriately diversified investment portfolio as permitted by laws and regulations designed to reduce the risk of concentration in any one specific industry or issuer. The structure of the investment portfolio held by the Group is disclosed in Note 9. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. Risk management is carried out by a designated department under policies approved by management. The responsible department identifies, evaluates and manages financial risks in close cooperation with the Group's operating units. The Group provides written principles for overall risk management, as well as written policies covering specific areas, such as managing market risk, credit risk, and liquidity risk. 4 years later Estimated accumulated claims expenses 11,645 16,589 21,259 27,107 33,700 110,300 Accumulated claims expenses paid (11,645) (16,589) (21,259) (25,860) (21,273) (96,626) Unpaid claims expenses 1,247 12,427 13,674 China Life Insurance Company Limited Annual Report 2017 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2017 4 Financial Report RISK MANAGEMENT (continued) 4.2 Financial risk The Group's activities are exposed to a variety of financial risks. The key financial risk is that proceeds from the sale of financial assets will not be sufficient to fund the obligations arising from the Group's insurance and investment contracts. The most important components of financial risk are market risk, credit risk and liquidity risk. 11,645 16,499 11,476 Year end For the year ended 31 December 2017 4 RISK MANAGEMENT (continued) 4.1 Insurance risk (continued) 4.1.2 Concentration of insurance risks (continued) As at 31 December 2017 RMB million % As at 31 December 2016 RMB million % Liabilities of long-term insurance contracts New Xin Feng Endowment (Type A) (a) 69,280 3.47% Notes to the Consolidated Financial Statements (continued) 43,794 Xin Fu Ying Jia Annuity (b) 19,771 0.99% 987 0.05% Kang Ning Whole Life (c) 268,708 13.44% 244,112 13.37% Hong Ying Participating Endowment (d) 70,506 3.53% 2.40% Financial Report 179 Annual Report 2017 277 0.15% Kang Ning Whole Life (c) 4,197 2.52% 3,949 2.20% Hong Ying Participating Endowment (d) 49,796 29.96% 73,261 40.72% Hong Tai Endowment (e) 41,271 24.83% 25,093 13.95% Others (f) 62,926 37.85% 77,255 42.94% Total 166,224 100.00% 179,902 100.00% Financial Report China Life Insurance Company Limited 117,946 6.46% Hong Tai Endowment (e) 16,730 Others consist of various long-term insurance contracts with no significant concentration. 4.1.3 Sensitivity analysis Sensitivity analysis of long-term insurance contracts Liabilities for long-term insurance contracts and liabilities unbundled from universal life insurance contracts and unit-linked insurance contracts with insurance risk are calculated based on the assumptions on mortality rates, morbidity rates, lapse rates and discount rates. Changes in insurance contract reserve assumptions reflect the Company's actual operating results and changes in its expectation of future events. The Company considers the potential impact of future risk factors on its operating results and incorporates such potential impact in the determination of assumptions. Holding all other variables constant, if mortality rates and morbidity rates were to increase or decrease from the current best estimate by 10%, pre-tax profit for the year would have been RMB19,731 million or RMB20,559 million (as at 31 December 2016: RMB16,746 million or RMB17,492 million) lower or higher, respectively. Holding all other variables constant, if lapse rates were to increase or decrease from the current best estimate by 10%, pre-tax profit for the year would have been RMB1,940 million or RMB1,989 million (as at 31 December 2016: RMB2,823 million or RMB2,953 million) lower or higher, respectively. Holding all other variables constant, if the discount rates were 50 basis points higher or lower than the current best estimate, pre-tax profit for the year would have been RMB70,732 million or RMB80,152 million (as at 31 December 2016: RMB57,591 million or RMB65,427 million) higher or lower, respectively. China Life Insurance Company Limited Annual Report 2017 181 Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2017 4 RISK MANAGEMENT (continued) 4.1 Insurance risk (continued) 4.1.3 Sensitivity analysis (continued) Sensitivity analysis of short-term insurance contracts The assumptions of reserves for claims and claim adjustment expenses may be affected by other variables such as claims payment of short-term insurance contracts, which may result in the synchronous changes to reserves for claims and claim adjustment expenses. Holding all other variables constant, if claim ratios are 100 basis points higher or lower than the current assumption, pre-tax profit is expected to be RMB445 million (as at 31 December 2016: RMB372 million) lower or higher, respectively. The following table indicates the claim development for short-term insurance contracts without taking into account the impacts of ceded business: 182 Estimated claims expenses 2013 2015 Short-term insurance contracts (accident year) 2014 2016 2017 Total Hong Tai is long-term individual participating endowment insurance contract with options for single premium or regular premium of 10 years, designed for healthy policyholders of age between 30-day- old and 75-year-old. Insured period can be 5 years, 6 years or 10 years. Maturity benefit for single premium is paid at 100% of basic sum insured. Maturity benefit for regular premium is paid at basic sum insured multiplied by number of year of premium payments. Disease death benefit incurred within first year is paid at premium received (without interest). All other death benefits incurred are paid at basic sum insured or basic sum insured multiplied by the number of year of premium payments for single premium and regular premium, respectively. other borrowings Hong Ying is a participating endowment insurance contract with the options for single premium or regular premium of 3 years, 5 years or 10 years. Its insured period can be 6 years, 10 years or 15 years. This product is applicable to healthy policyholders between 30-day-old and 70-year-old. Maturity benefit of a single premium policy is paid at the basic sum insured, while that of a regular premium policy is paid at the basic sum insured multiplied by the number of years of the premium payments. Disease death benefit incurred within the first policy year is paid at the premium received (without interest). Disease death benefit incurred after the first policy year is paid at the basic sum insured for a single premium policy or the basic sum insured multiplied by the number of years of premium payments for a regular premium policy. When accidents occurred during taking a train, a ship or a flight period, death benefit is paid at 300% of the basic sum insured for a single premium policy or 300% of the basic sum insured multiplied by the number of years of premium payments for a regular premium policy. When accidents occurred out of the period of taking a train, a ship or a flight, death benefit is paid at 200% of the basic sum insured for a single premium policy or 200% of the basic sum insured multiplied by the number of years of premium payments for a regular premium policy. (e) 0.84% 57,356 3.14% Others (f) 1,554,071 77.73% 1,361,761 74.58% Total 1,999,066 100.00% 1,825,956 100.00% (a) (b) (c) New Xin Feng is an endowment insurance contract with single premium. Its insured period is 5 years. This product is applicable to healthy policyholders between 18-year-old and 70-year-old. Both maturity and death benefits are paid at the basic sum insured. Accident death benefit is paid at 300% of the basic sum insured. Xin Fu Ying Jia Annuity is an annuity insurance contract with the options for regular premium of 3 years, 5 years or 10 years. Its insured period extends from the effective date of Xin Fu Ying Jia Annuity to the corresponding date when policyholders reach the age of 88. This product is applicable to healthy policyholders between 28-day-old and 70-year-old. From the effective date to the contractual date starting to claim of Xin Fu Ying Jia Annuity, the annuity payment of first policy year is paid at 20% of the first premium of the product, the following annuity payments are paid at 20% of the basic sum insured by Xin Fu Ying Jia Annuity. From the first corresponding date after the contractual date starting to claim of annuity, to the corresponding date when the policyholders reach the age of 88-year-old, annuity is paid at 3% of the basic sum insured during the insured period if policyholders live to the annual corresponding effective date; annuity is paid at the premium received (without interest) during the insured period if policyholders live to the contractual date starting to claim of annuity; the contract terminates and death benefit is paid at the premium received (without interest) or the cash value of the contract, whichever greater when death incurred before the contractual date starting to claim of annuity; the contract terminates and death benefit is paid at the cash value of the contract when death incurred after contractual date starting to claim of annuity; the contract terminates and accidental death benefit is paid at the premium received (without interest) less any death benefit paid when accidents occurred and due to which death incurred within 180 days. Kang Ning is a whole life insurance contract with the options for single premium or regular premium of 10 years or 20 years. This product is applicable to healthy policyholders under 70-year-old. The critical illness benefit is paid at 200% of the basic sum insured. Both death and disability benefits are paid at 300% of the basic sum insured less any critical illness benefits paid. 180 China Life Insurance Company Limited Annual Report 2017 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2017 4 RISK MANAGEMENT (continued) Financial Report 4.1 Insurance risk (continued) 4.1.2 Concentration of insurance risks (continued) (d) (f) (iii) Currency risk (continued) The following table summarises financial assets and financial liabilities denominated in currencies other than RMB as at 31 December 2017 and 2016, expressed in RMB equivalent: As at 31 December 2017 Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2017 4 RISK MANAGEMENT (continued) 4.2 Financial risk (continued) 4.2.3 Liquidity risk (continued) The following tables set forth the contractual and expected undiscounted cash flows for financial assets and liabilities and insurance liabilities: Contractual and expected cash flows (undiscounted) As at 31 December 2017 Carrying value Without maturity Not later 187 Later than 1 year but not later than 1 year than 3 years than 3 years but not later than 5 years Later than 5 years Financial assets Contractual cash inflows Equity securities 409,528 409,528 Debt securities 1,255,052 127,830 240,582 Later China Life Insurance Company Limited Annual Report 2017 In the normal course of business, the Group attempts to match the maturity of financial assets to the maturity of insurance and financial liabilities. Liquidity risk is the risk that the Group is unable to obtain funds at a reasonable funding cost when required to meet a repayment obligation and fund its asset portfolio within a certain time. For the year ended 31 December 2017 Financial Report 4 RISK MANAGEMENT (continued) 4.2 Financial risk (continued) 4.2.1 Market risk (continued) (iii) Currency risk (continued) As at 31 December 2017, if RMB had strengthened or weakened by 10% against US dollar, HK dollar, GB pound, EUR and other foreign currencies, with all other variables held constant, pre-tax profit for the year would have been RMB308 million (as at 31 December 2016: RMB420 million) lower or higher, respectively, mainly as a result of foreign exchange losses or gains on translation of US dollar, HK dollar, GB pound, EUR and other foreign currencies denominated financial assets and financial liabilities other than the available-for-sale equity securities included in the table above. Pre- tax available-for-sale reserve in equity would have been RMB3,541 million (as at 31 December 2016: RMB1,743 million) lower or higher, respectively, as a result of foreign exchange losses or gains on translation of the available-for-sale equity securities at fair value. The actual exchange gains in 2017 were RMB52 million (2016: exchange gains of RMB582 million). 4.2.2 Credit risk Credit risk is the risk that one party of a financial transaction or the issuer of a financial instrument will fail to discharge its obligation and cause another party to incur a financial loss. Because the Group's investment portfolio is restricted to the types of investments as permitted by the China Insurance Regulatory Commission ("CIRC”) and a significant portion of the portfolio is in government bonds, government agency bonds and term deposits with the state-owned commercial banks, the Group's overall exposure to credit risk is relatively low. Credit risk is controlled by the application of credit approvals, limits and monitoring procedures. The Group manages credit risk through in-house research and analysis of the Chinese economy and the underlying obligors and transaction structures. Where appropriate, the Group obtains collateral in the form of rights to cash, securities, property and equipment to lower the credit risk. Credit risk exposure The carrying amount of financial assets included on the consolidated statement of financial position represents the maximum credit risk exposure at the reporting date without taking account of any collateral held or other credit enhancements attached. The Group has no credit risk exposure relating to off-balance sheet items as at 31 December 2017 and 2016. Collateral and other credit enhancements Securities purchased under agreements to resell are pledged by counterparties' debt securities or term deposits of which the Group could take the ownership if the owner of the collateral defaults. Policy loans and most of premium receivables are collateralised by their policies' cash value according to the terms and conditions of policy loan contracts and policy contracts, respectively. 186 China Life Insurance Company Limited Annual Report 2017 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2017 4 RISK MANAGEMENT (continued) Financial Report 4.2 Financial risk (continued) 4.2.2 Credit risk (continued) Credit quality The Group's debt securities investment mainly includes government bonds, government agency bonds, corporate bonds and subordinated bonds or debts, and most of the debt securities are guaranteed by either the Chinese government or Chinese government controlled financial institutions. As at 31 December 2017, 99.9% (as at 31 December 2016: 99.0%) of the corporate bonds held by the Group or the issuers of these corporate bonds had credit ratings of AA/A-2 or above. As at 31 December 2017, 99.9% (as at 31 December 2016: 99.9%) of the subordinated bonds or debts held by the Group either had credit ratings of AA/A-2 or above, or were issued by national commercial banks. The bonds, debts or their issuers' credit ratings are assigned by a qualified appraisal institution in the PRC and updated at each reporting date. As at 31 December 2017, 99.8% (as at 31 December 2016: 99.5%) of the Group's bank deposits are with the four largest state-owned commercial banks, other national commercial banks and China Securities Depository and Clearing Corporation Limited (“CSDCC") in the PRC. The Group believes these commercial banks, and CSDCC have a high credit quality. The Group's most other loans excluding policyholder loans, are guaranteed by third parties or with pledge, or have the fiscal annual budget income as the source of repayment, or have higher credit rating borrowers. As a result, the Group concludes that the credit risk associated with term deposits and accrued investment income thereof, statutory deposits- restricted, other loans, and cash and cash equivalents will not cause a material impact on the Group's consolidated financial statements as at 31 December 2017 and 2016. The credit risk associated with securities purchased under agreements to resell, policy loans and most of premium receivables will not cause a material impact on the Group's consolidated financial statements taking into consideration their collateral held and maturity terms of no more than one year as at 31 December 2017 and 2016. 4.2.3 Liquidity risk 271,538 Loans 383,504 141,679 471,293 1,372,041 Financial and insurance liabilities Expected cash outflows Insurance contracts Investment contracts 2,025,133 16,319 221,905 47,109 232,500 (15,308) (29,981) (26,892) (3,807,542) (388,320) Contractual cash outflows Securities sold under agreements to repurchase 87,309 (87,309) Financial liabilities at fair value through profit or loss 2,529 (2,529) Annuity and other insurance balances payable 44,820 (44,820) Interest-bearing loans and 604,552 Notes to the Consolidated Financial Statements (continued) 522,250 2,653,350 105,063 64,386 Term deposits 449,400 104,976 252,571 133,013 1,240,465 128,753 2,823 Statutory deposits-restricted 6,333 4,084 734 2,106 Securities purchased under agreements to resell 36,185 36,185 Accrued investment income 50,641 44,789 5,602 250 Premiums receivable 14,121 14,121 Cash and cash equivalents 48,586 48,586 Subtotal 409,528 4.79% 185 16,170 5 5 463 Term deposits 7,744 7,744 Cash and cash equivalents 1,246 185 282 128 3 1,844 18 Total 29,190 1,388 2,823 1,206 59,772 Financial liabilities Interest-bearing loans and other borrowings 12,480 Total 12,480 2,413 3,901 25,165 435 profit or loss - Securities at fair value through US dollar HK dollar GB pound EUR Others Total Financial assets Equity securities - Available-for-sale securities 8,697 28,859 37,556 - Securities at fair value through profit or loss 4,707 146 1,088 2,690 1,198 9,829 Debt securities - Held-to-maturity securities 155 155 - Loans 952 952 - Available-for-sale securities 1,229 1,229 2,413 3,901 18,794 18,794 378 Term deposits 6,106 6,106 Cash and cash equivalents 2,685 2,083 145 39 9 4,961 Total 20,177 15,002 1,274 2,517 1,305 40,275 Financial liabilities Interest-bearing loans and other borrowings 13,100 Total 13,100 2,339 731 16,170 2,339 731 13 China Life Insurance Company Limited Annual Report 2017 3 348 Financial Report As at 31 December 2016 US dollar HK dollar GB pound EUR Others Total Financial assets Equity securities - Available-for-sale securities 6,968 12,791 148 19,907 - Securities at fair value through profit or loss 3,906 128 1,115 2,475 1,135 8,759 Debt securities - Held-to-maturity securities 164 164 - Securities at fair value through profit or loss 14 7,956 Annual Report 2017 17 China Life Insurance Company Limited 0.55 Beijing, China 0.66 70.1% 1.22 1.14 0.88 Equity holders' equity per share 11.35 10.74 5.7% 11.41 10.05 7.80 Net cash inflows/(outflows) from operating activities per share 7.11 3.15 1.13 125.6% Earnings per share (basic and diluted)³ 5.7% 200,990 89,098 125.6% (18,811) 78,247 68,292 As at 31 December Total assets Investment assets² Total liabilities Total equity holders' equity Per share (RMB) 2,897,591 2,696,951 2,591,652 2,453,283 2,572,281 2,389,303 320,933 7.4% 5.6% 2,448,315 2,246,567 1,972,941 7.7% 303,621 2,287,639 2,100,870 1,848,681 2,122,101 1,959,236 1,750,356 322,492 284,121 220,331 Net cash inflows/(outflows) from operating activities (0.67) 2.42 Gross investment yield (%) 5.16 4.61 increase of 6.47 5.42 4.97 percentage point Notes: 1. 2. 3. 4. 5. 6. Net profit refers to net profit attributable to equity holders of the Company, while equity holders' equity refers to equity attributable to equity holders of the Company. point 2.77 percentage 88.72 Major financial ratio Weighted average ROE (%) 10.49 6.16 increase of 11.56 12.83 11.22 4.33 percentage points Ratio of assets and liabilities*(%) 88.77 88.59 increase of 86.68 87.21 0.18 Investment assets = Cash and cash equivalents + Securities at fair value through profit or loss + Available-for-sale securities + Held-to-maturity securities + Term deposits + Securities purchased under agreements to resell + Loans + Statutory deposits- restricted + Investment properties 24,765 34,514 Prelude Financial Summary RMB million Under International Financial Reporting Standards (IFRS) Major Financial Data¹ For the year ended Total revenues Net premiums earned 2017 20166 Change 2015 2014 2013 643,355 540,781 9 19.0% China Life Insurance Company Limited Annual Report 2017 million 22 March 2018 Gross investment income RMB129,021 million a year-on-year increase of 19.3% Prelude Gross investment yield 5.16% an increase of 0.55 percentage point ◆ Value of one year's sales RMB60,117 million a year-on-year increase of 21.9% العالم Embedded value RMB734,172 milli a year-on-year increase of 12.6% Net profit attributable to equity holders of the Company RMB32,253 mil a year-on-year increase of 68.6% 32,211 507,449 417,883 41,671 23,842 74.8% 45,931 40,402 29,451 Net profit attributable to equity holders of the Company 32,253 19,127 68.6% 34,699 32,211 24,765 Net profit attributable to ordinary share holders of the Company 31,873 18,741 70.1% Profit before income tax 440,766 312,288 352,219 506,910 426,230 18.9% 362,301 330,105 324,813 Benefits, claims and expenses 608,827 522,794 16.5% 404,275 391,557 Insurance benefits and claims expenses 466,043 407,045 14.5% 315,294 In calculating “Earnings per share (basic and diluted)", the tail differences of the basic figures have been taken into account. Ratio of assets and liabilities = Total liabilities/Total assets 463,492 10 Observing the rule of life insurance operation and maintaining strategic consistency. We emphasized playing the due role of insurance in protection, adhered to the value-oriented principle, made great efforts in developing protection-oriented and long-term savings insurance products, accelerated the development of mid- to-long-term regular businesses, optimized the business structure and continuously enhanced development sustainability and value-creation capability. We attached great importance to management of assets and liabilities and upheld the philosophies of "long-term investment, value-oriented investment and safe investment”, supplying long-term funds, riding on industry trends and discovering long-term value. We committed to supporting the real economy and allocated assets in the backdrop of national economic development to achieve asset appreciation and returns on investments. Continuously improving service quality and putting customers' needs in priority. We are dedicated to provide every customer with our high-quality services. We pushed forward the systematic and diversified product development and introduced competitive products such as the “Xin” series, the “Shengshi” series and the "Guoshoufu" series through our extended service network, covering more than 500 million people in both urban and rural areas. We enhanced quality management and upgraded the quality and efficiency of our basic services. We provided individualized and differentiated services to middle-and high-end customers by way of categorized management. We attached great importance to the management of customer complaints, effectively protected interests of customers, and fulfilled our commitment of "Life-time promise, life-long partner" by carrying forward integrity and sincerity culture. In 2017, the Company achieved a record-high level of customer satisfaction. 14 China Life Insurance Company Limited Annual Report 2017 Chairman's Statement Upholding social responsibilities and caring for people's well-being. We focused on our principal business and enhanced our expertise to exert the function of insurance in long-term risk management and protection. We worked hard to build a protection network for people's well-being. In particular, we have provided claims settlement services to more than 43 million people on an accumulative basis since 2013, with a benefit payment of RMB110,000 million for commercial insurances; we made maturity payment of RMB505,300 million. By implementing the "Healthy China" initiative, we undertook over 260 supplementary major medical expenses insurance programs covering 420 million people and paid more than RMB40,000 million on an accumulative basis to over 17 million people in relation to supplementary major medical expenses insurance. We carried out administration for over 400 basic social healthcare programs entrusted by local governments which provided medical coverage to more than 68 million people. By implementing the national targeted poverty alleviation initiative, we provided insurance coverage of RMB2.4 trillion to more than 22 million registered poverty-stricken persons and supported more than 1,200 poverty alleviation working sites. We also provided insurance coverage of RMB1.5 trillion for micro-insurance business, with the number of insured for micro-insurance business reaching nearly 100 million. We strengthened people- oriented management, promoted the culture of "Success you, success by you", shared interests and shouldered responsibilities to build the Company into a spiritual and career homeland for our employees, agents and sales representatives, so that the working enthusiasm of employees was stimulated and a positive atmosphere of integrity and harmony was created, which paved the way for the prosperity and bright future of the Company. for Respecting market rules to ensure healthy business development and safeguard against various risks. A company who manages risks must ensure its own safety first. We consciously acted in accordance with the highest international internal control standards, strictly complied with the regulatory rules for listed companies, and carried out our businesses in compliance with various laws and regulations. Under the stringent supervision, we considered compliances and external supervision as opportunities for making the Company's development sound and stable, and promoted transition of risk prevention and control system from "remedy afterwards" to "forestalling beforehand” through building a long-acting risk control system and management mechanism and enhancing audit supervision and risk pre-warning. With sufficient cash flow and the solvency ratio as high as over 270%, the Company firmly held the bottom line of risk management, and maintained stable and healthy development for the Company as well as the industry, and therefore, the Company was praised as the "stabilizer" and "firm rock" of the industry. With the past yet to be fading and the future already unfolding, we shall catch up with the time, strive to overcome inherent inertia, embrace changes and transformation, and become the pioneer of the era. China Life Insurance Company Limited Annual Report 2017 15 Everything has its inherent rule, so is a company's development. We shall unremittingly pursue our original aspiration, abide by rules, uphold social responsibilities and care for people's well-being, respect regulations and strive for accelerated development while maintaining stability and resilience. Chairman's Statement Keeping a close eye on “changes" in the insurance market and giving full play to internal potentials. Being market-oriented, we initiated to take global best practices as the benchmark to actively develop a market-oriented performance assessment matrix and remuneration mechanism, put great efforts in facilitating development of individual insurance business and markets in large and medium-sized cities and rural areas, based on which, the Company's inner vitality has been put into full play and market expanding capabilities have been improved significantly. In 2017, the Company maintained a market leading position in terms of gross written premiums and business and sales force of the exclusive individual agent channel, and the core competitiveness of the Company was continuously enhanced. 16 China Life Insurance Company Limited Annual Report 2017 Chairman's Statement SEEKING PROGRESS UNDER THE PREMISE OF STABILITY AND EXCELLING IN HIGH- QUALITY DEVELOPMENT In the near future, the main characteristic of China's economic development will turn from fast growth to high-quality development, and the insurance industry will play a more important role than ever before in risk protection and risk management. Changes in major groups of insurance consumers and their purchase habits, diversification of product demands and high requirements of service quality, along with the stringent and strengthened supervision which led to ongoing industry transformations, not only put forward challenges for the industry but also present new room for the Company's development. Despite the challenges and pressures in a short term, in general, there will be long-term benefits for the Company which has long been upholding a prudent and value-oriented strategy. 2018 is the first year for the Company to enter the era of high-quality development. We will actively adapt to changes in customer needs and regulatory requirements in the new era, deepen the construction of supply system, investment system, innovation system, talent system and risk control system and spare no efforts to complete the five major tasks of “transforming sales management model, adjusting business structure, revitalizing and taking lead in large and medium- sized cities, building technology-driven China Life and preventing and controlling risks" by sticking to the general keynote of “making steady progress" and satisfying the fundamental requirements of high-quality development. We will also actively seek to build a "customer-oriented, extensive service-supported and digitalization-featured" operation and management system, transform the Company from a leader in size to a leader in quality, provide customers with better services, create more value for shareholders and make more contributions to the society. In 2018, we will reembark on our journey with high- quality development, from now and from here. By Order of the Board Yang Mingsheng Chairman £12 £ Gross investment yield = (Gross investment income - Interest paid for securities sold under agreements to repurchase)/ ((Investment assets at the beginning of the period - Securities sold under agreements to repurchase at the beginning of the period + Investment assets at the end of the period – Securities sold under agreements to repurchase at the end of the period)/2) The figures as at the end of the past years were adjusted on the same basis. Closely following “changes" in the information era and building "Technology-driven China Life". Technology is an important pillar for the Company's operation and management. Since 2015, we have accelerated our pace in building "Technology-driven China Life", and basically completed the development of a "New Generation of Integrated Business Processing System" with the objectives of “being customer- centered, featured with Internet and artificial intelligence, quick response and safe and reliable architecture". We developed an advanced business structure, rebuilt and optimized the business processes with an end-to-end and scenario-based approach, and independently designed and built a fully open cloud architecture, based on which, we greatly facilitated transformation and upgrade of the Company's operation and management. As online platforms for agents and customers, "China Life E-store" and "China Life E-Bao", through interconnections, significantly supported customer relations and sales force management and provided customers with various application functions such as insurance policy services and purchase. “China Life E-store” had average monthly active users of 1.242 million. "China Life E-Bao" had 24.01 million new registered users. 95% policy- related services of the Company were available online. We rolled out 25,000 digital field offices. Besides, we launched the "China Life Health Platform". Smarter customer services were provided by introducing the loop-locked digital information operation and management system and customer family unified view. The life insurance industry is a traditional industry engraved with a history of several hundred years, and also a sunrise industry embracing positive restructuring. In the face of changing economic and social conditions, diversification and globalization of the industry development and increasingly fierce market competition, I, together with other members of the Company's board of directors, have navigated China Life, a flagship in the industry, at a resolute and steady pace, and gained a better understanding on the "change" and "unchange" in the operation of life insurance. Taking advantage of sales model “changes" and enhancing growth dynamic. With rapid expansion of the Company's sales force and in response to market changes, we actively learned from advanced experiences at home and abroad, and pushed forward transformation of our sales management model by actively developing a professional operation and management system for the exclusive individual agent channel. While enhancing the Company's professional management and supports, we also improved our appraisal and compensation mechanism, put more efforts in improving the capabilities and quality of our sales force, and gradually enhanced the dominant role of agent managers at all levels in daily operation and management of their teams, thereby further strengthened the Company's growth dynamic. year-on-year. Chairman's Statement Chairman's Statement China Life Insurance Company Limited Annual Report 2017 GRASPING THE “CHANGE" AND "UNCHANGE” IN LIFE INSURANCE OPERATION BY PROACTIVE THINKING AND DILIGENT PRACTICING 12 Chairman's Statement 將藥局將藏傳 藏傳 藏傳 有世書世世書世書世書世 e 6444 China Life Insurance Company Limited Annual Report 2017 Yang Mingsheng, Chairman PHOTO ALBUM Chairman's Statement 1000 OUTSTANDING RESULTS ACHIEVED IN 2017 As the spring thunder awakens the land, the gorgeous clouds welcome the spring back. In this beautiful season where the whole world is flourishing and thriving, I, on behalf of the Company's board of directors, hereby report to shareholders and the public the Company's achievements made in 2017 and illuminate our blueprint in the new era. China Life Insurance Company Limited Annual Report 2017 13 2 Business structure was further optimized. In 2017, the Company further accelerated the development of regular premium business. During the Reporting Period, the percentage of first-year regular premiums in long-term first-year premiums was 63.99% and the percentage of first-year regular premiums with ten years or longer payment duration in first-year regular premiums was 58.35%, an increase of 7.71 percentage points and 3.66 percentage points year-on-year, respectively. The percentage of renewal premiums in gross written premiums was 56.27%, an increase of 4.35 percentage points year-on-year. The Company emphasized playing the due role of insurance in protection, further pushed forward its product diversification strategy and achieved rapid growth of its protection-oriented businesses. Business value and profitability were improved significantly. The Company put great efforts to constantly improve its business value which was the strategic focus. In 2017, the value of one year's sales of the Company reached RMB60,117 million, an increase of 21.9% year-on-year. Seizing the opportunity of interest rate hike, the Company increased its allocation in fixed income assets, leveraged the opportunities in equity market and optimized its assets structure, through which, the Company's gross investment yield reached 5.16% and its comprehensive investment yield reached 4.55%, an increase of 0.55 percentage point and 2.12 percentage points year-on-year, respectively. By strengthening the control of administrative expenses, the Company's administrative expense ratio² dropped to 5.59% from 5.89% in the corresponding period of 2016, indicating the expense structure being continuously optimized and cost control being constantly effective. Due to the impact of a fairly fast increase in investment income and the update on the discount rate assumption for reserves of traditional insurance contracts, net profit attributable to equity holders of the Company during the Reporting Period was RMB32,253 million, a significant increase of 68.6% year-on-year. Business development reached a new high. In 2017, on the high base of 2016, the Company maintained a strong growth in business development and achieved gross written premiums of RMB511,966 million, an increase of 18.9% year-on-year, as a result of which, the Company became the first insurance company in China achieving premiums over RMB500,000 million. In particular, gross written premiums from the exclusive individual agent channel amounted to RMB353,668 million, an increase of 25.4% year-on- year. First-year regular premiums were RMB113,121 million, an increase of 20.4% year-on-year, exceeding RMB100,000 million for the first time; first-year regular premiums with ten years or longer payment duration reached RMB66,003 million, an increase of 28.5% year-on-year; renewal premiums were RMB288,106 million, an increase of 28.9% year-on-year; and short- term insurance premiums were RMB47,068 million, an increase of 17.5% year-on-year. In 2017, we achieved outstanding operating results by adhering to the operating guideline of “prioritizing value, strengthening sales force, optimizing business structure, achieving stable growth and safeguarding against risks", putting great efforts in implementing the overall "innovation-driven development strategy" and consistently pushing forward the three key tasks of "accelerated development, transformation and upgrade, and risk prevention and control” in a coordinated way. WITH CONSISTENT EFFORTS Development foundation was strengthened effectively. While maintaining the steady growth in its size, the quality of the Company's sales force was notably improved. In 2017, the Company's total sales force across all channels reached 2.025 million, a net increase of 0.211 million year-on-year. The average productive agents on a quarterly basis in the exclusive individual agent channel increased by 29.8% year-on-year. The Company introduced new measures in customer relation management and actively expanded its customer base, as a result of which, the number of new customers of long- term individual insurance business increased by 18.9% Chairman's Statement Administrative expense ratio = Administrative expenses/Total revenues 26,032 2,454 1,128 (2,054) 1,326 62,343 64,728 1,884 501 13,533 RMB million RMB million (1,884) Equity securities Equity securities RMB million 12,499 (3,938) Notes to the Consolidated Financial Statements (continued) (67) Financial Report Debt securities RMB million 5 Fair value hierarchy (continued) 4.3 RISK MANAGEMENT (continued) 4 For the year ended 31 December 2017 (67) China Life Insurance Company Limited Annual Report 2017 91,239 1,061 76,445 13,733 (301) (301) 2,331 2,331 194 Total 301,746 Available-for-sale securities 91,239 561,725 The assets whose fair value measurements are classified under Level 3 above do not have material impact on the profit or loss of the Group. Total 154,406 117,234 37,172 - Debt securities 54,718 1,061 867 52,790 - Equity securities profit or loss Securities at fair value through 399,758 345,828 954,710 Liabilities measured at fair value Financial liabilities at fair value through profit or loss Investment contracts at fair value through profit or loss (2,043) (12) (2,031) Closing balance Maturity other comprehensive income Total gains/(losses) recorded in in profit or loss value through profit or loss Total gains/(losses) recorded Transferred into Level 3 Opening balance Purchases Securities at fair The following table presents the changes in Level 3 assets for the year ended 31 December 2016: (2,043) Total (12) (2,031) Transferred out of Level 3 For the assets and liabilities measured at fair value, during the year ended 31 December 2017, RMB19,275 million (2016: RMB8,932 million) debt securities were transferred from Level 1 to Level 2 within the fair value hierarchy, whereas RMB9,652 million (2016: RMB8,668 million) debt securities were transferred from Level 2 to Level 1. No material equity securities were transferred between Level 1 and Level 2. SEGMENT INFORMATION (continued) As at 31 December 2017 and 2016, unobservable inputs such as the weighted average cost of capital and liquidity discount were used in the valuation of assets at fair value classified as Level 3. The fair value was not significantly sensitive to reasonable changes in these unobservable inputs. (1) 2 41 Net realised gains on financial assets 122,727 1,501 456 5,454 115,316 Investment income 506,910 14,320 63,323 429,267 190,798 198,418 Net premiums earned 42 Net fair value gains through profit or loss 5,690 269 (1,126) 8,969 14,799 69,123 551,590 Segment revenues (1,126) 1,126 - Annuity Including: inter-segment revenue (1,126) 7,268 75 1,276 Other income 6,183 201 23 7,493 - Endowment 36,496 - Whole life Allocation basis of assets and liabilities Investment income, net realised gains on financial assets, net fair value gains through profit or loss and foreign exchange gains/(losses) within other expenses are allocated among segments in proportion to the respective segments' average liabilities of insurance contracts and investment contracts at the beginning and end of the year. Administrative expenses are allocated among segments in proportion to the unit cost of respective products in the different segments. Unallocated other income and other expenses are presented in the "Others" segment directly. Income tax is not allocated. Allocation basis of income and expenses Other businesses relate primarily to income and cost of the agency business in respect of transactions with CLIC, etc., as described in Note 33, net share of profit of associates and joint ventures, income and expenses of subsidiaries, and unallocated income and expenditure of the Group. (iv) Other businesses (Others) Accident insurance business relates primarily to the sale of accident insurance policies. (iii) Accident insurance business (Accident) Health insurance business relates primarily to the sale of health insurance policies, including those health insurance policies without significant insurance risk transferred. Financial assets and securities sold under agreements to repurchase are allocated among segments in proportion to the respective segments' average liabilities of insurance contracts and investment contracts at the beginning and end of the year. Insurance and investment contract liabilities are presented under the respective segments. The remaining assets and liabilities are not allocated. (ii) Health insurance business (Health) Life insurance business (Life) (i) The Group operates in four operating segments: Operating segments 5.3 5.2 5.1 SEGMENT INFORMATION Life insurance business relates primarily to the sale of life insurance policies, including those life insurance policies without significant insurance risk transferred. For the years ended 31 December 2017 and 2016, there were no significant changes in the business or economic circumstances that affected the fair value of the Group's financial assets and liabilities. There were also no reclassifications of financial assets. China Life Insurance Company Limited Annual Report 2017 Financial Report 4,110 - Term life 511,966 14,436 67,708 429,822 Gross written premiums Revenues 195 Total Others For the year ended 31 December 2017 Accident RMB million Health Life 76,445 13,733 5 For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) Elimination 357,463 Notes to the Consolidated Financial Statements (continued) - Debt securities 643,355 Level 2 Level 3 RMB million RMB million RMB million RMB million Available-for-sale securities - Equity securities 196,673 48,989 - Debt securities 46,898 350,893 89,111 57,333 334,773 455,124 Securities at fair value through Level 1 profit or loss inputs markets For the accounting policies regarding the determination of fair values of financial assets and liabilities, see Note 3.2. 192 China Life Insurance Company Limited Annual Report 2017 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2017 4 RISK MANAGEMENT (continued) 4.3 Fair value hierarchy (continued) The following table presents the Group's quantitative disclosures of fair value measurement hierarchy for assets and liabilities measured at fair value as at 31 December 2017: Assets measured at fair value Fair value measurement using Total Quoted prices in active Significant observable Significant unobservable inputs - Equity securities 52,300 - Debt securities value through profit or loss Total Debt securities RMB million Equity securities Equity securities RMB million RMB million RMB million Opening balance Purchases 13,733 76,445 1,061 47,909 15,197 91,239 63,106 Transferred into Level 3 2,842 Available-for-sale securities (2,541) (12) (2,529) 9,301 963 73,590 655 53,918 82,891 Total 305,172 474,435 At 31 December 2017, assets classified as Level 3 accounted for approximately 15.87% of assets measured at fair value on a recurring basis. They primarily include unlisted equity securities and unlisted debt securities. Fair values are determined using valuation techniques, including discounted cash flow valuations, the market comparison approach, etc. 147,099 Liabilities measured at fair value Financial liabilities at fair value through profit or loss Investment contracts at fair value through profit or loss (2,529) (12) Total (2,541) The following table presents the changes in Level 3 assets for the year ended 31 December 2017: Securities at fair 926,706 As at 31 December 2017, assets classified as Level 2 accounted for approximately 51.20% of assets measured at fair value on a recurring basis. They primarily include certain debt securities and equity securities. Valuations are generally obtained from third party pricing services for identical or comparable assets, or through the use of valuation methodologies using observable market inputs, or recent quoted market prices. Valuation service providers typically gather, analyse and interpret information related to market transactions and other key valuation model inputs from multiple sources, and through the use of widely accepted internal valuation models, provide a theoretical quote on various securities. Debt securities are classified as Level 2 when they are valued at recent quoted prices from the Chinese interbank market or from valuation service providers. As at 31 December 2017, assets classified as Level 1 accounted for approximately 32.93% of assets measured at fair value on a recurring basis. Fair value measurements classified as Level 1 include certain debt securities, equity securities that are traded in an active exchange market or interbank market and open-ended funds with public market price quotation. The Group considers a combination of certain factors to determine whether a market for a financial instrument is active, including the occurrence of trades within the specific period, the respective trading volume, and the degree which the implied yields for a debt security for observed transactions differs from the Group's understanding of the current relevant market rates and information. Trading prices from the Chinese interbank market are determined by both trading counterparties and can be observed publicly. The Company adopted this price of the debt securities traded on the Chinese interbank market at the reporting date as their fair market value and classified the investments as Level 1. Open-ended funds also have active markets. Fund management companies publish the net asset value of these funds on their websites on each trade date. Investors subscribe for and redeem units of these funds in accordance with the funds' net asset value published by the fund management companies on each trade date. The Company adopted the unadjusted net asset value of the funds at the reporting date as their fair market value and classified the investments as Level 1. Under certain conditions, the Group may not receive a price quote from independent third party pricing services. In this instance, the Group's valuation team may choose to apply internally developed valuation method to the assets or liabilities being measured, determine the main inputs for valuation, and analyse the change of the valuation and report it to management. Key inputs involved in internal valuation services are not based on observable market data. They reflect assumptions made by management based on judgements and experiences. The assets or liabilities valued by this method are generally classified as Level 3. RISK MANAGEMENT (continued) 4 For the year ended 31 December 2017 Financial Report 193 Annual Report 2017 China Life Insurance Company Limited Financial Report 147,099 655 89,111 57,333 Closing balance (3,790) (3,790) Maturity (90) 4.3 Fair value hierarchy (continued) The following table presents the Group's quantitative disclosures of fair value measurement hierarchy for assets and liabilities measured at fair value as at 31 December 2016: Assets measured at fair value Fair value measurement using 86,161 183,222 - Equity securities Available-for-sale securities RMB million RMB million RMB million RMB million (90) Level 3 Level 1 Significant unobservable inputs inputs markets observable Significant Quoted prices in active Total Level 2 28,562 Disposals 315 (ii) Category B: solvency ratios meet the requirements, and the operational risk, strategic risk, reputational risk and liquidity risk are low; (iii) Category C: solvency ratios do not meet the requirements or solvency ratios meet the requirements but one or several risks in operation, strategy, reputation and liquidity are high; (iv) Category D: solvency ratios do not meet the requirements or solvency ratios meet the requirements but one or several risks in operation, strategy, reputation and liquidity are severe. According to Cai Kuai Bu Han [2017] No.1510 Notification of the Evaluation Results of Integrated Risk Rating (Classification Regulation) for the Third Quarter of 2017, released by the CIRC, the latest Integrated Risk Rating result of the Company was Category A. 4.3 Fair value hierarchy Level 1 fair value is based on quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can obtain at the measurement date. Other than Level 1 quoted prices, Level 2 fair value is based on valuation techniques using significant inputs, that are observable for the asset being measured, either directly or indirectly, for substantially the full term of the asset through corroboration with observable market data. Observable inputs generally used to measure the fair value of securities classified as Level 2 include quoted market prices for similar assets in active markets; quoted market prices in markets that are not active for identical or similar assets and other market observable inputs. This level includes the debt securities for which quotations are available from pricing services providers. Fair values provided by pricing services providers are subject to a number of validation procedures by management. These procedures include a review of the valuation models utilised and the results of these models, as well as the recalculation of prices obtained from pricing services at the end of each reporting period. Financial Report China Life Insurance Company Limited Annual Report 2017 191 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2017 Financial Report 4 RISK MANAGEMENT (continued) 4.3 Fair value hierarchy (continued) Category A: solvency ratios meet the requirements, and the operational risk, strategic risk, reputational risk and liquidity risk are very low; (i) According to the solvency ratios results mentioned above, and the unquantifiable evaluation results of operational risk, strategic risk, reputational risk and liquidity risk of insurance companies, the CIRC evaluates the comprehensive solvency of insurance companies and supervises insurance companies by classifying them into four categories: 297% (519) other comprehensive income Total gains/(losses) recorded in (42) (42) in profit or loss Total gains/(losses) recorded (6,657) (204) (1,059) Transferred out of Level 3 3,537 695 254,503 228,080 278% 280% 278% (5,598) Benefits, claims and Financial assets (including cash Insurance benefits and claims expenses 54,774 466,104 Segment revenues 677,768 (890) 890 Including: inter-segment revenue 6,460 (890) 5,919 86 1,345 Other income (7,094) (378) (25) (255) 14,392 (6,436) 6,401 540,781 (274) (16,578) (109,767) Increase in insurance contract liabilities (27,269) (5,311) (21,958) adjustment expenses Accident and health claims and claim (253,157) (25) (1,977) (251,155) Life insurance death and other benefits Insurance benefits and claims expenses expenses Benefits, claims and (890) Net fair value gains through profit or loss 6,038 (39) - Term life 430,498 14,583 54,010 361,905 Gross written premiums Revenues Total Elimination Others For the year ended 31 December 2016 Accident RMB million Health Life SEGMENT INFORMATION (continued) 5 For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) 3,871 - Whole life 29,524 - Endowment 23 231 5,823 Net realised gains on financial assets 109,147 899 403 4,122 (126,619) 103,723 426,230 13,991 50,590 361,649 Net premiums earned 140,095 188,415 - Annuity Investment income Financial Report Investment contract benefits (225) Net profit (4,257) Income tax 23,842 6,165 852 2,093 14,732 Segment results 5,855 5,855 Share of profit of associates and joint ventures, net (522,794) 890 (6,091) (13,540) (52,681) 19,585 (451,372) Attributable to - Non-controlling interests China Life Insurance Company Limited Annual Report 2017 198 2,083 140 196 257 1,490 Depreciation and amortisation (25,774) (1,320) (91) (930) (23,433) to equity holders of the Company Other comprehensive income attributable 458 19,127 - Equity holders of the Company Segment benefits, claims and expenses (1,048) (106) (181) (17) (174) (4,395) Finance costs (52,022) (2,216) (4,441) (6,906) (38,459) Underwriting and policy acquisition costs (15,883) (96) (15,787) participation in profits Policyholder dividends resulting from (5,316) (4,767) Administrative expenses (22,248) (4,373) (138) (804) Statutory insurance fund contribution 890 (3) (34) (853) Including: inter-segment expenses (5,091) (4,859) (1,360) (467) (256) (3,666) Other expenses (31,854) (2,334) (2,899) 890 197 Financial Report China Life Insurance Company Limited Annual Report 2017 Segment benefits, claims and expenses (1,068) (111) (180) (777) Statutory insurance fund contribution 1,126 (4) (51) (1,071) Including: inter-segment expenses (6,426) 1,126 (1,521) (147) (376) (5,508) (522,275) Other expenses (65,877) (7,530) - Equity holders of the Company Attributable to 32,752 Net profit (8,919) Income tax 41,671 8,582 528 3,246 29,315 Segment results 7,143 7,143 Share of profit of associates and joint ventures, net (608,827) 1,126 (14,271) (35,953) (2,629) (3,423) (7,798) Investment contract benefits (172,517) (158) (20,249) (152,110) Increase in insurance contract liabilities (33,818) (5,826) (27,992) adjustment expenses Accident and health claims and claim (259,708) (25) (2,383) (257,300) Life insurance death and other benefits (278) (8,076) Policyholder dividends resulting from participation in profits (5,615) (24,286) Administrative expenses (4,601) (431) (16) (187) (3,967) - Non-controlling interests Finance costs (2,949) (4,565) (8,494) (48,781) Underwriting and policy acquisition costs (21,871) (123) (21,748) (64,789) 32,253 499 Other comprehensive income attributable Securities sold under agreements to repurchase 232,500 14,064 218,436 Investment contracts 2,025,133 8,346 102,190 1,914,597 Insurance contracts Liabilities 2,897,591 35,713 42,707 Total Others Property, plant and equipment 81,163 3,832 321 1,993 2,572,281 160,781 Total Others Unallocated 2,411,500 23,316 8,891 2,819,171 123,209 Segment liabilities 66,558 21,323 224 3,123 41,888 Others 87,309 2,256,084 expenses 199,894 122,194 5 For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) China Life Insurance Company Limited Annual Report 2017 196 2,240 160 216 351 1,513 Depreciation and amortisation (7,912) 327 (31) (370) (7,838) to equity holders of the Company SEGMENT INFORMATION (continued) Life Health As at 31 December 2017 Accident RMB million 2,487,141 Unallocated Segment assets 2,640,596 178,575 161,472 552 8,149 8,402 9,942 Others 9,390 114,045 2,478,739 and cash equivalents) Assets Total Elimination Others 38,422 706,623 The Group is also subject to other local capital requirements, such as statutory deposits-restricted requirement, statutory insurance fund requirement, statutory reserve fund requirement and general reserve requirement discussed in detail in Note 9.4, Note 20 and Note 36, respectively. 706,516 Accrued investment income 43,538 43,538 agreements to resell Securities purchased under 209 4,720 1,909 6,333 Statutory deposits-restricted 8,858 117,012 260,065 199,657 538,325 55,945 44,722 11,100 123 Insurance contracts Expected cash outflows Financial and insurance liabilities 1,078,038 347,781 537,596 700,129 Term deposits 421,383 Subtotal 67,046 67,046 Cash and cash equivalents 13,421 13,421 Premiums receivable 2,521,458 Investment contracts 55,106 119,247 Not later Without Carrying value As at 31 December 2016 than 1 year Later Later Contractual and expected cash flows (undiscounted) 4.2.3 Liquidity risk (continued) 4.2 Financial risk (continued) RISK MANAGEMENT (continued) 4 For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) 639,396 but not later than 3 years but not later maturity than 1 year 226,573 Loans 1,014,074 188,740 214,105 210,589 1,148,894 41,697 Debt securities 421,383 Equity securities Contractual cash inflows Financial assets Later than 5 years than 5 years than 3 years 421,383 1,847,986 47,606 97,236 The liquidity analysis above does not include policyholder dividends payable amounting to RMB83,910 million as at 31 December 2017 (as at 31 December 2016: RMB87,725 million). As at 31 December 2017, declared dividends of RMB68,731 million (as at 31 December 2016: RMB64,623 million) included in policyholder dividends payable have a maturity not later than one year. For the remaining policyholder dividends payable, the amount and timing of the undiscounted cash flows are indeterminate due to the uncertainty of future experiences including investment returns and are subject to future declarations by the Group. The amounts set forth in the tables above for insurance and investment contracts in each column are the cash flows representing expected future benefit payments taking into consideration of future premiums payments or deposits from policyholders. The excess cash inflows from matured financial assets will be reinvested to cover any future liquidity exposures. The estimate is subject to assumptions related to mortality, morbidity, the lapse rate, the loss ratio of short-term insurance contracts, expense and other assumptions. Actual experience may differ from estimates. 4.2.3 Liquidity risk (continued) 4.2 Financial risk (continued) Financial Report RISK MANAGEMENT (continued) 4 For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) 189 Annual Report 2017 China Life Insurance Company Limited Financial Report (2,411,261) 349,741 Although all investment contracts with DPF and investment contracts without DPF contain contractual options to surrender that can be exercised immediately by all policyholders at any time, the Group's expected cash flows as shown in the above tables are based on past experience and future expectations. Should these contracts were surrendered immediately, it would cause a cash outflow of RMB56,709 million and RMB173,557 million, respectively for the year ended 31 December 2017 (2016: RMB53,271 million and RMB140,565 million, respectively), payable within one year. The Group's objectives for managing capital are to comply with the insurance capital requirements based on the minimum capital and actual capital required by the CIRC, prevent risk in operation and safeguard the Group's ability to continue as a going concern so that it can continue to provide returns for equity holders and benefits for other stakeholders. The Group replenishes capital to improve the solvency ratio by issuing subordinated bonds and Core Tier 2 Capital Securities according to the relevant laws and the approval of the relevant authorities. The Group manages capital to ensure its continuous and full compliance with the regulations mainly through monitoring its quarterly solvency ratios, as well as the solvency ratio based on annual stress testing. 190 As at 31 December 2016 RMB million (43,322) As at 31 December 2017 RMB million Comprehensive solvency ratio Core solvency ratio Minimum capital Actual capital 584,526 Core capital 4.2.4 Capital management (continued) 4.2 Financial risk (continued) RISK MANAGEMENT (continued) 4 For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) China Life Insurance Company Limited Annual Report 2017 The table below summarises the core and comprehensive solvency ratio, core capital, actual capital and minimum capital of the Company under Insurance Institution Solvency Regulations (No.1-No.17): 480,631 4.2.4 Capital management 301,441 balances payable Annuity and other insurance (2,031) 2,031 through profit or loss (81,088) 81,088 39,038 to repurchase Contractual cash outflows (3,229,394) (259,905) (33,128) (34,147) (15,880) 419,352 195,706 Securities sold under agreements (39,038) Financial liabilities at fair value 35,088 Net cash inflows/(outflows) (3,489,299) 1,960 46,930 (219,498) 2,220,017 Subtotal (39,032) (2,031) Bonds payable (16,159) (1,138) 16,170 other borrowings Interest-bearing loans and 37,998 Total 8,906 Assets Financial assets (including cash and cash equivalents) 2,379,782 92,220 27,392 2,387,947 8,165 6,776 491 9,397 119,766 98,996 Elimination Others 2,508,300 135,198 Equity Method As at 31 December 2016 Accident RMB million 328 147,158 7,929 6,000 China Life Property & Limited ("Sino-Ocean") (ii) (1,010) 29.79% Others 13,626 (553) 1,201 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2017 5 SEGMENT INFORMATION (continued) Life Health 298 2,643,498 169,151 Unallocated 73,277 3,563 338 18,194 95,372 Segment liabilities 2,097,062 96,414 Others 8,426 2,220,152 Unallocated Others Total China Life Insurance Company Limited 2,389,303 Financial Report 28 18,250 Segment assets 81,088 302 Property, plant and equipment Others Total 30,389 23,064 2,696,951 Liabilities Insurance contracts 56 1,762,363 7,786 Investment contracts 183,773 11,933 1,847,986 195,706 Securities sold under agreements to repurchase 77,649 3,081 77,837 (69) (1,862) 8,185 40.00% (509) 16,801 15,281 33,349 Equity Method Others (iv) ("Sanya Company") Investments Co., Ltd 51.00% (444) 291 306 Equity Method China Life (Sanya) Health Joint ventures (1,010) 129,598 (1,418) (1,139) 21,829 7,662 301 102,523 102,664 454 Subtotal Financial Report For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) China Life Insurance Company Limited Annual Report 2017 204 Note: Including the amount originally held by the Company. (1,010) 161,472 31,583 (685) 7,143 136,178 119,766 37,110 Total 31,874 454 (444) (519) 33,655 17,102 15,281 Annual Report 2017 (3) Subtotal 567 (776) (466) (20) 1,351 20,000 20,000 Equity Method Sinopec Sichuan to East Futures") Limited ("COFCO 20 35.00% 47 1,419 1,339 Equity Method COFCO Futures Company ("CLP&C") Company Limited Casualty Insurance 1,466 9,732 16 43.86% 9,948 10,407 Equity Method Others (iv) ("China Unicom") (iii) Communications Limited 10.56% 21,783 (28) 21,347 1 21,829 21,829 Note Equity Method China United Network Company") Co., Ltd. ("Pipeline China Gas Pipeline (18) 199 As at 1 January 2017 Notes to the Consolidated Financial Statements (continued) Leasehold construction improvements Total RMB million As at 1 January 2016 24,253 6,616 1,387 7,565 1,308 41,129 Transfers upon completion 1,176 (1,438) 256 (6) Additions Assets under Motor vehicles Office equipment, furniture and fixtures Buildings 17,027 1,903 426 10,548 485 30,389 As at 31 December 2017 23,185 37 1,751 16,696 627 42,707 China Life Insurance Company Limited Annual Report 2017 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2017 6 PROPERTY, PLANT AND EQUIPMENT (continued) Cost 448 653 177 4,896 (901) (622) (130) Disposals 36 426 137 (942) Charge for the year (14,131) (1,801) 22 621 As at 31 December 2016 (8,311) (4,934) (998) (1,068) (148) As at 1 January 2017 (1,005) (7,446) 16 5,779 Disposals (104) (432) (140) (475) (27) (4,738) (1,178) 25,362 6,837 1,424 10,548 1,553 45,724 Accumulated depreciation As at 1 January 2016 As at 31 December 2016 Financial Report Net book value (24) 312 (86) Additions 70 450 174 15,747 13 16,454 Transfers into investment properties (1,931) (1,931) Disposals (48) (463) (195) (7,520) 49 7,073 Transfers upon completion For the year ended 31 December 2017 6 PROPERTY, PLANT AND EQUIPMENT Cost Buildings Office equipment, furniture and fixtures Motor vehicles Assets under Leasehold (148) construction improvements RMB million As at 1 January 2017 25,362 6,837 1,424 10,548 1,553 45,724 Total (48) (902) As at 31 December 2017 (1,068) (181) 46 (15,311) (1,910) 693 (1,203) (16,528) 200 Impairment (955) 8 Charge for the year | | (24) Transfers into investment properties Disposals As at 31 December 2017 (24) (24) (5,122) 187 32,457 6,873 1,403 16,696 1,830 59,259 Accumulated depreciation As at 1 January 2017 (9,248) (8,311) (998) Charge for the year (953) (632) (144) Disposals 16 444 (4,934) INVESTMENT IN ASSOCIATES AND JOINT VENTURES (continued) COFCO Pipeline Futures Company RMB The Company proposed to subscribe for 1,869,586,305 additional shares offering of CGB at no more than RMB7.01 per share, with a total consideration of RMB13.2 billion. The specific subscription price and quantity will be subject to the adjustment based on the valuation result filed to state-owned assets authority. Upon the completion of transaction, the Company will hold 43.686% of CGB's ownership interest, unchanged from prior to the transaction. As at 31 December 2017, the transaction has been reviewed and approved by the Board of Directors of the Company, and the relevant parties of the transaction have not entered into the contracts. 50,229 Gross carrying value of the investments 40.00% 29.991% 43.686% Proportion of the Group's ownership 19,823 42,423 109,137 adjustments of the associates and joint ventures after Total equity attributable to equity holders (1,576) 3,163 Total adjustments (i) 591 32,217 13,690 7,929 2,496 32,217 35.00% 43.86% 1,419 20,000 591 1 2,339 375 55,728 37,748 55,276 Total revenues 301 2,496 20,000 7,929 12,680 50,229 Net carrying value of the investments (1,010) Impairment 301 51.00% 1,419 19,823 43,999 105,974 Total assets million million million million million million Sanya Company RMB 2,047,592 Company RMB RMB RMB RMB Futures CLP&C CGB Sino-Ocean Pipeline COFCO RMB Net profit/(loss) 151,265 11,287 of the associates and joint ventures Total equity attributable to equity holders 591 32,217 2,577 19,823 49,330 105,974 72,773 Total equity 5,014 8,710 52,950 101,935 1,941,618 Total liabilities 799 37,231 208 The following table illustrates the financial information of the Group's major associates and joint venture as at 31 December 2016 and for the year ended 31 December 2016: 9,504 1,157 Unlisted debt securities include those traded on the Chinese interbank market. The estimated fair value of all held-to-maturity securities was RMB692,984 million as at 31 December 2017 (as at 31 December 2016: RMB619,152 million). 594,730 717,037 530,374 625,251 20 19 144 136 64,192 91,631 594,730 717,037 150,089 148,494 178,444 Debt securities - Contractual maturity schedule Maturing: As at 31 December 2017 RMB million As at 31 December 2016 China Life Insurance Company Limited Annual Report 2017 594,730 717,037 Total 260,846 293,113 After ten years 231,608 200,869 288,496 71,661 112,932 years After one year but within five 30,615 22,496 Within one year RMB million After five years but within ten years 169,001 241,808 97,196 207 China Life Insurance Company Limited Annual Report 2017 Financial Report Including adjustments for the difference of accounting policies, fair value and others. (i) The Group had no contingent liabilities with the associates and joint ventures as at 31 December 2017 and 31 December 2016. The Group had a capital contribution commitment of RMB20.996 billion with a joint venture as at 31 December 2017 (31 December 2016: RMB2,991 million). The capital contribution commitment amount has been included in the capital commitments in Note 39. 631 66 Financial Report 631 8,434 (526) (164) (1,070) Total comprehensive income Other comprehensive income 631 66 4,282 4,446 Notes to the Consolidated Financial Statements (continued) 9 125,866 RMB million December 2016 As at 31 As at 31 December 2017 RMB million Total Unlisted Listed in Singapore For the year ended 31 December 2017 Listed in Hong Kong, PRC Debt securities Total Subordinated bonds/debts Government bonds Government agency bonds Corporate bonds Debt securities 208 9.1 Held-to-maturity securities FINANCIAL ASSETS Listed in Mainland, PRC INVESTMENTS IN ASSOCIATES AND JOINT VENTURES (continued) 8 For the year ended 31 December 2017 29.991% 43.686% Percentage of equity interest held 51.00% 10.56% 43.86% 35.00% 40.00% 29.79% 43.686% PRC PRC PRC PRC Hong Kong, PRC PRC Country of incorporation 40.00% 35.00% 43.86% 51.00% 79,601 191,894 2,072,915 Total assets RMB million Sanya Company China Unicom RMB million million Sanya Company million RMB RMB million million RMB RMB million CLP&C CGB Sino-Ocean The following table illustrates the financial information of the Group's major associates and joint venture as at 31 December 2017 and for the year ended 31 December 2017: (15,311) Joint venture Pipeline Company COFCO Futures CGB Associates Name INVESTMENTS IN ASSOCIATES AND JOINT VENTURES (continued) As at 31 December 2017, the major associates and joint venture of the Group are as follows: 8 For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) Financial Report Sino-Ocean 205 China Life Insurance Company Limited Except for a 36-month restricted period of the investment in China Unicom, as mentioned in (iii), the Group has no restrictions to transact other investments in associates and joint ventures. (v) £ (iv) The Group invested in real estate, industrial logistics assets and other industries through these enterprises. (iii) On 16 August 2017, the Company entered into an agreement to acquire 3,177,159,590 non-public offering of A ordinary shares of China Unicom, with a total consideration of RMB21.7 billion to participate into the Mixed Ownership Reform of China Unicom. Upon the completion of the transaction as at 31 October 2017, the Group's share percentage of China Unicom increased from 0.08% to 10.56%, making the Company the second largest shareholder of China Unicom. In accordance with the articles of China Unicom, the Company is entitled to nominate candidates for the Board of Directors and Supervisors. The candidate of Board of Directors nominated by the Company was approved in the General Meeting of China Unicom on 8 February 2018. The management considered that the Group can exert significant influence upon China Unicom, and therefore accounted for it as an associate. On 29 December 2017 (the last trading day in 2017), the stock price of China Unicom was RMB6.33 per share. As at 31 December 2017, the Company had not yet completed the valuation for fair value of the identifiable net assets of China Unicom. Sino-Ocean, the Group's associate is listed in Hong Kong. On 29 December 2017 (the last trading day in 2017), the stock price of Sino-Ocean was HKD5.39 per share. As at 31 December 2017, an impairment loss of RMB1.01 billion for the investment in Sino-Ocean had been made by the Group. The Group performed an impairment test to this investment on 31 December 2017. The recoverable amount of this investment valued by the Group approximated to the carrying amount and therefore no impairment loss was made for this investment in 2017. (ii) The 2016 final dividend of HKD0.12 in cash per ordinary share was approved and declared in the Annual General Meeting of Sino-Ocean on 18 May 2017. The Company received a cash dividend amounting to RMB239 million. The 2017 interim dividend of HKD0.167 in cash per ordinary share was approved and declared by the board of directors of Sino-Ocean on 23 August 2017. The Company received a cash dividend amounting to RMB314 million. Annual Report 2017 10,651 CLP&C Pipeline Company CLP&C Sino-Ocean CGB Associates Name As at 31 December 2016, the major associates and joint venture of the Group are as follows: Percentage of equity interest held PRC COFCO Futures PRC PRC PRC Hong Kong, PRC PRC Country of incorporation Sanya Company Joint venture China Unicom PRC 36,243 573,617 888 10,204 Net profit/(loss) 5,644 274,829 399 61,142 49,236 50,531 Total revenues 6,259 291 21,347 1,466 8,185 13,626 53,459 Net carrying value of the investments (1,010) Impairment 21,783 291 820 3,055 Notes to the Consolidated Financial Statements (continued) China Life Insurance Company Limited Annual Report 2017 206 (20) 1,454 3,055 135 785 135 7,171 Total comprehensive income (230) (35) 912 (2,332) Other comprehensive income (20) 1,684 7,872 (i) 51.00% 135,393 10.56% 21,783 holders of the associates and Total equity attributable to equity 571 307,018 35,309 2,631 20,463 58,728 joint ventures 113,846 317 266,599 934 8,020 59,138 133,166 1,959,069 Total liabilities Total equity 571 113,846 2,631 2,631 35,985 35.00% 43.86% 1,466 21,347 20,463 40.00% 8,185 14,636 53,459 Gross carrying value of the investments 45,885 43.686% 29.79% Proportion of the Group's ownership 116,113 48,502 20,463 ventures after adjustments Total equity attributable to equity 676 (2,617) 2,267 Total adjustments (i) 571 135,393 35,309 holders of the associates and joint Impairment As at 31 December 2017 (24) 2,238 2,201 The Company leases part of its investment properties to its subsidiaries and charges rentals based on the areas occupied by the respective entities. These properties are categorised as property, plant and equipment of the Group in the consolidated statement of financial position. The Group has no restrictions on the use of its investment properties and no contractual obligations to each investment property purchased, constructed or developed or for repairs, maintenance and enhancements. As at 31 December 2017, the net book value of investment properties which are in process to obtain title certificates is RMB1,872 million (31 December 2016: Nil). The fair value of investment properties of the Group as at 31 December 2017 amounted to RMB4,629 million (as at 31 December 2016: RMB2,201 million), which was estimated by the Group having regards to valuations performed by an independent appraiser. The investment properties were classified as Level 3 in the fair value hierarchy. The Group uses the market comparison approach as its primary method to estimate the fair value of its investment properties. Under the market comparison approach, the estimated fair value of a property is based on the average sale price of comparable properties recently sold, with consideration of the comprehensive adjustment coefficient, which is composed of a number of adjusting factors, including the time and the conditions of sale, the geographical location, age, decoration, floor area, lot size of the property and other factors. Under the market comparison approach, an increase (decrease) in the comprehensive adjustment coefficient will result in an increase (decrease) in the fair value of investment properties. China Life Insurance Company Limited Annual Report 2017 1,191 Financial Report Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2017 8 INVESTMENTS IN ASSOCIATES AND JOINT VENTURES As at 1 January Change of the cost Share of profit or loss Declared dividends 12,680 11,245 203 Equity Method 1,237 (46) Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2017 7 INVESTMENT PROPERTIES (continued) Cost As at 1 January 2016 Additions As at 31 December 2016 Accumulated depreciation As at 1 January 2016 Charge for the year (244) As at 31 December 2016 As at 31 December As at 31 December 2016 Fair value As at 1 January 2016 As at 31 December 2016 Buildings RMB million 1,435 1,435 (198) Net book value China Life Insurance Company Limited Annual Report 2017 Sino-Ocean Group Holding 53,459 31 December Accounting As at Movement 119,766 161,472 (831) (685) (820) Change of the (1,862) 7,143 68,387 37,110 47,175 119,766 RMB million 2016 RMB million 2017 5,855 43.686% Share of profit (956) 4,186 50,229 32,162 Equity Method China Guangfa Bank Co., Ltd. ("CGB") (i) Associates interest impairment of equity amount of Other Percentage Accumulated dividends movements impairment or loss cost 2016 Cost method Provision of equity Declared As at 31 December 2017 4,629 As at 1 January 2016 3,064 China Life Insurance Company Limited Annual Report 2017 Financial Report 201 Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2017 7 INVESTMENT PROPERTIES Cost As at 1 January 2017 Additions As at 31 December 2017 Accumulated depreciation As at 1 January 2017 Charge for the year As at 31 December 2017 202 Buildings RMB million 1,435 1,931 As at 31 December 2017, the net book value of buildings above which are in process to obtain title certificates is RMB6,209 million (31 December 2016: Not significant). 30,389 485 10,548 (24) Charge for the year Disposals As at 31 December 2016 (24) (24) Net book value As at 1 January 2016 As at 1 January 2016 16,783 382 7,565 366 26,974 As at 31 December 2016 17,027 1,903 426 1,878 2,201 Other equity movements (302) 1,191 As at 31 December 2017 As at 1 January 2017 Fair value As at 31 December 2017 As at 1 January 2017 Net book value (58) (244) 3,366 48,586 Cash and cash equivalents Securities sold under agreements to repurchase 67,046 43,538 48,586 (192,373) Investment contracts (iii) (232,500) (195,706) (229,222) 36,185 67,046 43,538 136,809 Securities purchased under agreements to resell 209,124 136,809 209,124 Financial liabilities at fair value through profit or loss Securities at fair value through profit or loss 6,333 6,333 789,897 745,586 789,897 745,586 36,185 (2,031) (2,529) 11,223 717,037 594,730 692,984 619,152 383,504 226,573 375,899 Available-for-sale securities, at fair value 231,005 538,325 449,400 538,325 6,333 6,333 (81,088) (87,309) 449,400 (2,529) Term deposits Loans (iii) Total 50,641 55,945 China Life Insurance Company Limited Annual Report 2017 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2017 10 FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES The table below presents the carrying value and estimated fair value of major financial assets and liabilities, and investment contracts: (2,031) Carrying value As at 31 December 2017 RMB million As at 31 December 2016 RMB million Estimated fair value (i) As at 31 December 2017 RMB million As at 31 December 2016 RMB million Held-to-maturity securities (ii) 5,852 Statutory deposits-restricted (16,170) (81,088) December 2017 RMB million As at 31 As at 31 2,134 3,046 1,783 2,351 351 695 December 2016 2,134 China Life Insurance Company Limited Annual Report 2017 Total Current Non-current Total Others Prepaid to constructors Due from related parties Disbursements Automated policy loans 3,046 RMB million 15,466 911 For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) 22,013 33,952 6,348 8,019 15,665 25,933 22,013 33,952 3,217 6,571 403 927 987 1,718 2,705 2,814 3,050 5,855 6,201 Investments receivable Land use rights (87,309) 216 Total Financial Report 215 Annual Report 2017 China Life Insurance Company Limited Financial Report The fair value of policy loans approximated its carrying value. The fair values of other loans, investment contracts at amortised cost and bonds payable were determined using valuation techniques, with consideration of the present value of expected cash flows arising from contracts using a risk-adjusted discount rate, allowing for the risk-free rate available on the valuation date, credit risk and risk margin associated with the future cash flows. The fair values of other loans and investment contracts at amortised cost, and bonds payable were classified as Level 3. their fair value was classified as Level 1. (iii) Investment contracts at fair value through profit or loss have quoted prices in active markets, and therefore, The fair value of held-to-maturity securities is determined by reference with other debt securities which are measured by fair value. Please refer to Note 4.3. The fair value of held-to-maturity securities under Level 1 was RMB55,137 million and that under Level 2 was 637,847 million as at 31 December 2017 (as at 31 December 2016: Level 1 RMB76,299 million and Level 2 RMB542,853 million). Notes to the Consolidated Financial Statements (continued) The estimates and judgements to determine the fair value of financial assets are described in Note 3.2. (i) Non-current (18,794) (16,170) (18,794) Interest-bearing loans and borrowings (38,204) (37,998) Bonds payable (iii) (ii) For the year ended 31 December 2017 11 12 Non-current Current 103 104 125 527 123 64 1,783 2,351 RMB million As at 31 December 2016 As at 31 December 2017 RMB million Total Ceded unearned premiums (Note 14) Claims recoverable from reinsurers (Note 14) Due from reinsurance companies Long-term insurance contracts ceded (Note 14) REINSURANCE ASSETS As at 31 December 2017, the carrying value of premiums receivable within one year was RMB14,079 million (as at 31 December 2016: RMB13,346 million). PREMIUMS RECEIVABLE 13 OTHER ASSETS 44,722 Equity securities Current Debt securities - Contractual maturity schedule Unlisted debt securities include those traded on the Chinese interbank market and those not publicly traded. Unlisted equity securities include those not traded on stock exchanges, which are mainly open-ended funds with public market price quotation and wealth management products. 766,423 810,734 366,665 355,610 250,388 220,587 232 132 25,034 41,507 91,011 93,384 399,758 455,124 362,595 410,195 37,163 44,929 As at 31 December 2016 RMB million Maturing: December 2017 RMB million Within one year After five years but within ten years Debt securities 9.6 Securities at fair value through profit or loss FINANCIAL ASSETS (continued) 9 For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) 399,758 455,124 108,275 91,532 113,779 167,552 144,443 153,630 33,261 42,410 As at 31 December 2016 RMB million As at 31 December 2017 RMB million China Life Insurance Company Limited Annual Report 2017 Total After ten years After one year but within five years As at 31 Total Subtotal Others (i) Equity securities Available-for-sale securities, at cost 345,828 334,773 Subtotal 30,673 42,027 Others (i) 81,854 40,327 Wealth management products 27,880 31,651 Preferred stocks 100,131 129,424 Common stocks 105,290 91,344 Funds Total 20,837 20,837 810,734 Unlisted Listed overseas Listed in Hong Kong, PRC Listed in Mainland, PRC Equity securities Subtotal Unlisted Listed in Mainland, PRC Debt securities 9.5 Available-for-sale securities (continued) Government bonds FINANCIAL ASSETS (continued) 9 For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) Financial Report 211 China Life Insurance Company Limited Annual Report 2017 Financial Report Other available-for-sale securities mainly include unlisted equity investments, private equity funds and trust schemes. The Group did not guarantee or provide any financing support for other available-for- sale securities, and considered that the carrying value of other available-for-sale securities represents its maximum risk exposure. (i) 766,423 212 44,789 Government agency bonds Others After 30 but within 90 days Within 30 days Maturing: 9.7 Securities purchased under agreements to resell FINANCIAL ASSETS (continued) 214 9 For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) Financial Report China Life Insurance Company Limited Annual Report 2017 213 Financial Report Unlisted debt securities include those traded on the Chinese interbank market and those not publicly traded. Unlisted equity securities include those not traded on stock exchanges, which are mainly open-ended funds with public market price quotation. 209,124 136,809 Total 54,718 53,918 Subtotal 10,746 7,210 Total Unlisted 9.8 Accrued investment income December 2017 RMB million 55,945 50,641 Total 2,540 4,276 17,642 21,423 35,763 24,942 Others Debt securities Bank deposits RMB million As at 31 December 2016 December 2017 RMB million As at 31 43,538 36,185 43,518 20 36,055 130 As at 31 December 2016 RMB million As at 31 6,284 7,187 74 9,892 154,406 82,891 3,133 4,811 144,131 66,915 6,762 9,084 380 2,081 RMB million December 2016 December 2017 RMB million As at 31 As at 31 Subtotal Common stocks Funds Equity securities Subtotal 14,683 44,026 40,035 53,918 79 Listed overseas Listed in Hong Kong, PRC 37,614 39,442 Listed in Mainland, PRC 14 INSURANCE CONTRACTS Subtotal 154,406 82,891 Corporate bonds 19,512 89 134,805 Unlisted 292 Listed overseas 26,776 Listed in Mainland, PRC Debt securities Total 209,124 136,809 54,718 55,823 (a) Process used to decide on assumptions 5,140 For the insurance contracts of which future insurance benefits are affected by investment yields of the corresponding investment portfolios, the discount rate assumption is based on expected investment returns of the asset portfolio backing these liabilities, considering the impacts of time value on After one year but within five years After five years but within ten years Total As at 31 December 2017 As at 31 December 2016 RMB million RMB million Within one year 97,076 349,524 2,800 344,790 7,700 449,400 538,325 As at 31 December 2017, term deposits of RMB16.691 billion (2016: RMB13.2 billion) deposited in banks for overseas borrowings backed by domestic deposits business are restricted to use. In September 2016, CL Hotel Investor, L.P. and Glorious Fortune Forever Limited, subsidiaries of the Company, entered into a loan agreement with the New York and Seoul branches of the Agricultural Bank of China, respectively. In December 2016, Sunny Bamboo Limited and Golden Bamboo Limited, subsidiaries of the Company, entered into a loan agreement with the Hong Kong branch of the Agricultural Bank of China. As at 31 December 2017, the Company arranged overseas borrowings backed by domestic term deposit transactions with the Beijing Xicheng branch of the Agricultural Bank of China with amounts of RMB6,861 million, RMB7,080 million and RMB750 million, respectively. On 6 December 2017, New Fortune Wisdom Limited and New Capital Wisdom Limited, subsidiaries of the Company's subsidiary, Ningbo Meishan Bonded Port Area Guo Yang Guo Sheng Investment Partnership ("Guo Yang Guo Sheng”), entered into a loan agreement with a subsidiary of the Agricultural Bank of China. Guo Yang Guo Sheng arranged overseas borrowings backed by domestic deposit transactions with the Beijing Xicheng branch of the Agricultural Bank of China. As at 31 December 2017, the amounts of term deposits and current deposits are RMB2,000 million and RMB1,247 million, respectively. 9.4 Statutory deposits - restricted Contractual maturity schedule: 185,835 Maturing: 9.3 Term deposits FINANCIAL ASSETS (continued) RMB million RMB million 128,856 112,592 132,575 70,978 90,556 25,503 31,517 17,500 383,504 226,573 Other loans mainly consisted of different types of asset management products. As at 31 December 2017, asset management products of RMB44,835 million (as at 31 December 2016: RMB37,679 million) were owned by the Group, which are issued by CL AMC (including its subsidiaries), a subsidiary of the Company. The total assets of those products were RMB62,015 million (as at 31 December 2016: RMB114,499 million). Meanwhile, the Group also owned asset management products of RMB202,255 million (as at 31 December 2016: RMB77,999 million) issued by other financial institutions. Asset management products are guaranteed by third parties or with pledge, or have the fiscal annual budget income as the source of repayment, or have higher credit rating borrowers. The Group did not guarantee or provide any financing support for other loans, and considers that the carrying value of other loans represents its maximum risk exposure. During the year ended 31 December 2017, the Group's investment income from the above asset management products was RMB10,150 million (2016: RMB6,820 million), and the related asset management fee received by AMC (including its subsidiaries) for all asset management products it issued was RMB222 million (2016: RMB236 million). China Life Insurance Company Limited Annual Report 2017 Financial Report 209 Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2017 9 As at 31 December 2017 RMB million As at 31 December 2016 Within one year After one year but within five 21,653 Government agency bonds 157,765 146,310 Corporate bonds 197,133 188,337 Subordinated bonds/debts 13,495 16,708 Wealth management products 430 11,321 Others (i) 61,669 15,429 Subtotal 455,124 399,758 Equity securities (i) 24,632 December 2016 RMB million As at 31 years Total 3,933 1,720 2,400 4,613 6,333 6,333 Insurance companies in China are required to deposit an amount that equals 20% of their registered capital with banks in compliance with regulations of the CIRC. These funds may not be used for any purpose other than for paying off debts during liquidation proceedings. 210 China Life Insurance Company Limited Annual Report 2017 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2017 9 FINANCIAL ASSETS (continued) 9.5 Available-for-sale securities Available-for-sale securities, at fair value Debt securities Government bonds As at 31 December 2017 RMB million December 2016 December 2017 RMB million As at 31 14 INSURANCE CONTRACTS (continued) (a) Process used to decide on assumptions (continued) (iii) Expense assumptions are based on expected unit costs with the consideration of previous expense studies and future trends. Expense assumptions are affected by certain factors such as future inflation and market competition which bring uncertainty to these assumptions. The Group considers risk margin for expense assumptions based on information obtained at the end of each reporting period. Components of expense assumptions include the cost per policy and percentage of premium as follows: Individual Life Group Life RMB Per Policy RMB Per Policy % of Premium As at 31 December 2017 As at 31 December 2016 45.00 37.00-45.00 0.85%-0.90% 0.85% 0.90% 25.00 15.00 0.90% 0.90% (iv) The lapse rates and other assumptions are affected by certain factors, such as future macro-economy, availability of financial substitutions, and market competition, which bring uncertainty to these assumptions. The lapse rates and other assumptions are determined with reference to creditable past experience, current conditions, future expectations and other information. (v) The Group applied a consistent method to determine risk margin. The Group considers risk margin for discount rate, mortality and morbidity and expense assumptions to compensate for the uncertain amount and timing of future cash flow. When determining risk margin, the Group considers historical experience, future expectations and other factors. The Group determines the risk margin level by itself as the regulations have not imposed any specific requirement on it. The Group adopted a consistent process to decide on assumptions for the insurance contracts disclosed in this note. On each reporting date, the Group reviews the assumptions for reasonable estimates of liability and risk margin, with consideration of all available information, and taking into account the Group's historical experience and expectation of future events. 218 Financial Report China Life Insurance Company Limited Annual Report 2017 For the year ended 31 December 2017 217 As at 31 In developing discount rate assumptions, the Group considers investment experience, the current investment portfolio and trend of the relevant yield curves. The assumed discount rates reflect the future economic outlook as well as the Group's investment strategy. The assumed discount rates with risk margin are as follows: Discount rate assumptions 4.85% Financial Report (ii) As at 31 December 2017 As at 31 December 2016 4.45%-4.85% For the insurance contracts of which future insurance benefits are not affected by investment yields of the corresponding investment portfolios, the discount rate assumption is based on the "Yield curve of reserve computation benchmark for insurance contracts”, published on the “China Bond” website with consideration of liquidity spreads, taxation and other relevant factors. The assumed spot discount rates with risk margin for the past two years are as follows: As at 31 December 2017 As at 31 December 2016 Discount rate assumptions 3.31%-4.86% 3.23%-4.68% There is uncertainty on the discount rate assumption, which is affected by factors such as future macro-economy, monetary and foreign exchange policies, capital market and availability of investment channels of insurance funds. The Group determines the discount rate assumption based on the information obtained at the end of each reporting period including consideration of risk margin. The mortality and morbidity assumptions are based on the Group's historical mortality and morbidity experience. The assumed mortality rates and morbidity rates vary with the age of the insured and contract type. The Group bases its mortality assumptions on China Life Insurance Mortality Table (2000-2003), adjusted where appropriate to reflect the Group's recent historical mortality experience. The main source of uncertainty with life insurance contracts is that epidemics and wide-ranging lifestyle changes could result in deterioration in future mortality experience, thus leading to an inadequate reserving of liability. Similarly, improvements in longevity due to continuing advancements in medical care and social conditions may expose the Group to longevity risk. The Group bases its morbidity assumptions for critical illness products on analysis of historical experience and expectations of future developments. There are two main sources of uncertainty. Firstly, wide-ranging lifestyle changes could result in future deterioration in morbidity experience. Secondly, future development of medical technologies and improved coverage of medical facilities available to policyholders may bring forward the timing of diagnosing critical illness, which demands earlier payment of the critical illness benefits. Both could ultimately result in an inadequate reserving of liability if current morbidity assumptions do not properly reflect such trends. Risk margin is considered in the Group's mortality and morbidity assumptions. China Life Insurance Company Limited Annual Report 2017 Notes to the Consolidated Financial Statements (continued) reserves. % of Premium RMB million Policy loans Total Maturing: Within one year After one year but within five years years After five but within ten years After ten years Total 9.2 Loans (i) As at 31 December 2017 December 2016 RMB million 107,957 92,442 275,547 134,131 383,504 226,573 As at 31 FINANCIAL ASSETS (continued) Other loans (i) For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) 9 2,085 RMB million - Claims and claim adjustment expenses RMB million 2016 13,674 11,435 - Unearned premiums 11,762 10,367 Total, net 2017 2,022,151 1,845,975 Financial Report Annual Report 2017 219 Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2017 14 INSURANCE CONTRACTS (continued) (c) Movements in liabilities of short-term insurance contracts The table below presents movements in claims and claim adjustment expense reserve: 220 Notified claims Incurred but not reported 1,748 China Life Insurance Company Limited 9,453 - Claims arising in current year 11,538 Claims incurred (8,877) (10,460) 27,120 -Cash paid for prior year claims (16,364) 178 391 - Claims arising in prior years Total as at 31 December - Gross Notified claims Incurred but not reported Total 224 20 36,836 47,430 36,836 47,430 Short-term insurance contracts Current Non-current 33,926 (21,404) Cash paid for current year claims Cash paid for claims settled Total as at 1 January - Gross 9,268 7,520 1,824,173 14 INSURANCE CONTRACTS (continued) Long-term insurance contracts Gross (b) Net liabilities of insurance contracts For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) RMB million For the year ended 31 December 2017 2016 Total Securities purchased under agreements to resell Total Loans Bank deposits - at fair value through profit or loss - available-for-sale securities Equity securities - at fair value through profit or loss - available-for-sale securities -held-to-maturity securities Debt securities 21 INVESTMENT INCOME For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) China Life Insurance Company Limited Annual Report 2017 As required by the CIRC Order [2008] No. 2, “Measures for Administration of Statutory Insurance Fund", all insurance companies have to pay the statutory insurance fund contribution to the CIRC from 1 January 2009. The Group is subject to the statutory insurance fund contribution, (i) at 0.15% and 0.05% of premiums and accumulated policyholder deposits from life policies with guaranteed benefits and life policies without guaranteed benefits, respectively; (ii) at 0.8% and 0.15% of premiums from short-term health policies and long-term health policies, respectively; (iii) at 0.8% of premiums from accident insurance contracts, at 0.08% and 0.05% of accumulated policyholder deposits from accident investment contracts with guaranteed benefits and without guaranteed benefits, respectively. When the accumulated statutory insurance fund contributions reach 1% of total assets, no additional contribution to the statutory insurance fund is required. 36,836 47,430 STATUTORY INSURANCE FUND RMB million Long-term insurance contracts Short-term insurance contracts - Claims and claim adjustment expenses - Unearned premiums Net (2,011) (2,982) Total, ceded (125) (527) - Unearned premiums (Note 12) (103) (104) - Claims and claim adjustment expenses (Note 12) Short-term insurance contracts (1,783) (2,351) 1,996,715 Long-term insurance contracts (Note 12) 1,847,986 2,025,133 10,492 12,289 11,538 13,778 1,825,956 1,999,066 As at 31 December 2016 RMB million RMB million December 2017 As at 31 Total, gross Recoverable from reinsurers 7,628 8,006 813 Net As at 1 January 10,492 (125) 10,367 7,944 (87) 7,857 Increase 12,289 (527) 11,762 10,492 (125) 10,367 Release (10,492) 125 (10,367) (7,944) 87 (7,857) As at 31 December 12,289 (527) 11,762 10,492 Ceded Gross Net Ceded RMB million RMB million 2016 2017 Total Guaranteed loans Guaranteed loans Guaranteed loans Guaranteed loans Guaranteed loans Credit loans INTEREST-BEARING LOANS AND BORROWINGS As at 31 December Interest credited Policy fees deducted from account balances Deposits withdrawn, payments on death and other benefits Deposits received As at 1 January (125) 222 The table below presents movements in unearned premium reserves: 13,778 11,538 2,672 2,085 11,106 9,453 13,778 11,538 2017 RMB million 2016 RMB million Gross Total as at 31 December - Gross 53,688 10,367 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2016, the change in other assumptions was mainly caused by the change in morbidity rate assumptions of certain products, which increased insurance contract liabilities by RMB464 million. This change reflected the Group's most recent experience and future expectations about the morbidity rates as at the reporting date. Changes in assumptions other than morbidity rates increased insurance contract liabilities by RMB10 million. 15 INVESTMENT CONTRACTS Investment contracts with DPF at amortised cost Investment contracts without DPF At amortised cost - At fair value through profit or loss Total As at 31 December 2017 RMB million As at 31 December 2016 RMB million 57,153 53,688 175,335 12 142,006 12 232,500 195,706 Financial Report China Life Insurance Company Limited Annual Report 2017 221 Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2017 15 INVESTMENT CONTRACTS (continued) The table below presents movements of investment contracts with DPF: 16 For the year ended 31 December 2017, the change in other assumptions was mainly caused by the change in morbidity rate assumptions of certain products, which increased insurance contract liabilities by RMB1,718 million. This change reflected the Group's most recent experience and future expectations about the morbidity rates as at the reporting date. Changes in assumptions other than morbidity rates increased insurance contract liabilities by RMB706 million. The release of liabilities mainly consists of release due to death or other termination and related expenses, release of residual margin and change of reserves for claims and claim adjustment expenses. 1,825,956 1,999,066 For the year ended 31 December 2017 14 INSURANCE CONTRACTS (continued) (d) Movements in liabilities of long-term insurance contracts The table below presents movements in the liabilities of long-term insurance contracts: As at 1 January Premiums Release of liabilities (i) Accretion of interest Change in assumptions - Change in discount rates - Change in other assumptions (ii) 2017 RMB million 1,825,956 464,898 2016 China Life Insurance Company Limited Annual Report 2017 RMB million 1,698,773 390,438 (353,048) 78,232 73,644 6,599 14,262 2,424 474 219 1,413 Other movements As at 31 December (i) (ii) (379,262) 9,553 50,295 4,680 Financial Report 223 Annual Report 2017 China Life Insurance Company Limited Financial Report transaction. For debt repurchase transactions through the stock exchange, the Group is required to deposit certain exchange- traded bonds into a collateral pool with fair value converted at a standard rate pursuant to the stock exchange's regulation which should be no less than the balance of the related repurchase transaction. As at 31 December 2017, the carrying value of securities deposited in the collateral pool was RMB139,727 million (as at 31 December 2016: RMB81,280 million). The collateral is restricted from trading during the period of the repurchase As at 31 December 2017, bonds with a carrying value of RMB79,543 million (as at 31 December 2016: RMB76,207 million) were pledged as collateral for financial assets sold under agreements to repurchase resulting from repurchase transactions entered into by the Group in the interbank market. 81,088 87,309 81,088 87,309 81,088 87,309 15,609 12,307 65,479 75,002 As at 31 December 2016 RMB million As at 31 December 2017 RMB million Total Within 30 days Maturing: Total Stock exchange market Interbank market SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2017 19 OTHER LIABILITIES 127 Interest payable of debt instruments Others 657 689 Tax payable 654 833 Stock appreciation rights (Note 31) 1,611 1,906 Agent deposits 1,032 2,668 Subordinated bonds are measured at amortised cost as described in Note 2.14. Payable to constructors 5,659 Brokerage and commission payable 5,488 6,252 Payable to third party holders of consolidated trust schemes and debt investment schemes 9,614 Interest payable to policyholders 7,234 10,129 Salary and welfare payable RMB million As at 31 December 2016 As at 31 December 2017 RMB million 3,713 4,829 The Company issued the above two subordinated bonds with a maturity term of 10 years to qualified investors who met the relevant regulatory requirements. The Company has the right to call the subordinated bonds at par at the end of the fifth year after issuance. If the Company does not exercise the call option, the coupon rate per annum for the remaining five years are 6.70% and 6.58%, respectively. On 29 June 2017 and 6 November 2017, the Company exercised the option right to redeem the subordinated bonds issued on 29 June 2012 and 5 November 2012, and redeemed all of the subordinated bonds registered on the record dates of redemption, with the amounts of RMB28,000 million and RMB10,000 million, respectively. 18 1.50% 9 June 2017 6,521 6,142 2.40% 30 September 2019 6,579 6,338 2.30% 27 September 2019 2,339 2,413 3.54% 17 June 2019 RMB million As at 31 December 2016 As at 31 December 2017 RMB million Interest rate Maturity date 53,688 57,153 1,106 1,183 (36) (37) (2,357) (2,510) 731 11 January 2018 1.495% 780 17 For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) 38,000 China Life Insurance Company Limited Annual Report 2017 Total 5 November 2022 5 November 2012 29 June 2022 29 June 2012 28,000 10,000 4.70% 4.58% As at 31 December 2016 RMB million BONDS PAYABLE (continued) As at 31 December 2017 RMB million Maturity date Par value Issue date As at 31 December 2017, the carrying value of bonds payable is nil (as at 31 December 2016: the carrying value and par value are RMB37,998 million and RMB38,000 million, respectively). BONDS PAYABLE 17 3.8% when EURIBOR is negative. (i) 16,170 18,794 3,121 EURIBOR + 3.8% (i) 6 December 2020 Interest rate p.a. 30,669 (7,847) 19,608 (283) 34,101 Accident and health claims and claim adjustment expenses Increase in insurance contract liabilities 259,708 (1,145) 260,853 Life insurance death and other benefits For the year ended 31 December 2017 33,818 RMB million RMB million Net Ceded Gross (7,094) 6,183 (48) (275) RMB million 173,085 (568) 172,517 408,499 Total 126,619 (537) 127,156 Increase in insurance contract liabilities 27,269 (250) 27,519 Accident and health claims and claim adjustment expenses 253,157 (667) 253,824 Life insurance death and other benefits For the year ended 31 December 2016 466,043 (1,996) 468,039 Total 191 (179) (6,319) 8,179 6,038 42 5,992 165 (2,513) (2,643) 8,505 2,808 46 (123) 189 (143) (9) (114) RMB million 2016 2017 RMB million For the year ended 31 December Subtotal Impairment Realised gains Total (1,454) Net realised gains on financial assets are from available-for-sale securities. Financial Report (918) (1,542) INSURANCE BENEFITS AND CLAIMS EXPENSES Total Financial liabilities at fair value through profit or loss Stock appreciation rights Equity securities Debt securities 24 RMB million 2016 For the year ended 31 December 2017 RMB million NET FAIR VALUE GAINS THROUGH PROFIT OR LOSS 23 For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) Financial Report 225 China Life Insurance Company Limited Annual Report 2017 During the year ended 31 December 2017, the Group recognised an impairment charge of RMB619 million (2016: RMB1,615 million) of available-for-sale funds, an impairment charge of RMB2,024 million (2016: RMB898 million) of available-for-sale common stocks, and an impairment charge of RMB114 million (2016: RMB143 million) of available-for-sale debt securities, for which the Group determined that objective evidence of impairment existed. Equity securities 407,045 INVESTMENT CONTRACT BENEFITS Expenses not deductible for tax purposes (i) Unused tax losses Tax computed at the statutory tax rate Non-taxable income (i) Profit before income tax (b) The reconciliation between the Group's effective tax rate and the statutory tax rate of 25% in the PRC (2016: 25%) is as follows: 4,257 8,919 (943) (538) Tax losses utilised from previous periods 5,200 RMB million 2016 2017 RMB million For the year ended 31 December Total tax charges Deferred taxation Current taxation - Enterprise income tax The amount of taxation charged to net profit represents: 9,457 Others Income tax at the effective tax rate (i) Non-taxable income mainly includes interest income from government bonds, and dividend income from applicable equity securities, etc. Expenses not deductible for tax purposes mainly include brokerages, commissions, donations and other expenses that do not meet the criteria for deduction according to the relevant tax regulations. 4,257 8,919 108 252 (49) (15) 58 6 4,259 6,105 (6,080) 5,961 10,418 23,842 41,671 2016 RMB million RMB million For the year ended 31 December 2017 (a) Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax relates to the same tax authority. 58 59 27 PROFIT BEFORE INCOME TAX For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) 4,601 181 424 3,126 1,460 3,144 1,033 2016 RMB million For the year ended 31 December 2017 RMB million China Life Insurance Company Limited Annual Report 2017 226 Total Interest expenses for securities sold under agreements to repurchase Interest expenses for interest-bearing loans and borrowings Interest expenses for bonds payable FINANCE COSTS 26 Benefits of investment contracts are mainly the interest credited to investment contracts. Profit before income tax is stated after charging/(crediting) the following: 25 28 Housing benefits (582) (52) 2,083 2,240 1,798 2,357 838 933 15,955 18,741 RMB million RMB million 2016 For the year ended 31 December 2017 ΤΑΧΑΤΙΟΝ Remuneration in respect of audit services provided by auditors Foreign exchange (gains)/losses Depreciation and amortisation Contribution to the defined contribution pension plan Employee salaries and welfare costs Subtotal 4,767 Debt securities 527 920 19,744 27,019 5,683 3,618 17,499 (1,401) 1 - Others (1,401) 23,827 attributable to participating policyholders - Portion of fair value changes on 3,759 3,759 - Available-for-sale securities comprehensive income (Charged)/credited to other 538 745 (1,279) 1,072 available-for-sale securities (Charged)/credited to net profit 27,851 12,018 (494) 2,360 (4,871) (ii) (iii) The deferred tax liabilities arising from the insurance category are mainly related to the change of long-term insurance contract liabilities at 31 December 2008 as a result of the first time adoption of IFRSS in 2009 and the temporary differences of short-term insurance contract liabilities and policyholder dividends payable. The deferred tax arising from the investments category is mainly related to the temporary differences of unrealised gains/(losses) on available-for-sale securities and securities at fair value through profit or loss, and others. The deferred tax arising from the others category is mainly related to the temporary differences of employee salaries and welfare costs payable. Unrecognised deductible tax losses of the Group amounted to RMB607 million as at 31 December 2017(as at 31 December 2016: RMB807 million). Unrecognised deductible temporary differences of the Group amounted to RMB243 million as at 31 December 2017 (as at 31 December 2016: RMB219 million). 228 16,320 China Life Insurance Company Limited Annual Report 2017 Impairment Realised gains As at 31 December 2017 NET REALISED GAINS ON FINANCIAL ASSETS 22 For the year ended 31 December 2017, the interest income included in investment income was RMB94,788 million (2016: RMB88,876 million). All interest income was accrued using the effective interest method. 109,147 122,727 971 746 24,854 (7,768) 1,615 (2,975) Others RMB million Investments RMB million RMB million Insurance attributable to participating policyholders available-for-sale securities - Portion of fair value changes on - Available-for-sale securities comprehensive income As at 1 January 2016 (Charged)/credited to net profit (Charged)/credited to other Deferred tax assets/(liabilities) As at 31 December 2017 and 2016, deferred income tax was calculated in full on temporary differences under the liability method using the principal tax rate of 25%. The movements in deferred income tax assets and liabilities during the year are as follows: (c) 28 TAXATION (continued) For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) Financial Report 227 Annual Report 2017 China Life Insurance Company Limited Financial Report Total RMB million (6,737) (i) (iii) (6,408) As at 1 January 2017 (7,768) 1,615 (2,975) (6,408) As at 31 December 2016 (54) (54) (ii) (4,343) - Others 12,639 12,639 (16,953) 943 431 1,126 (614) 1,184 (16,686) (1,451) (4,343) (i) million As at 31 December 2017 Amount Percentage of holding Guo Yang Guo Sheng (i) Relationship with the Company Decrease million 100.00% RMB2,176 Fortune Bamboo Limited directly directly 100.00% RMB1,632 100.00% RMB1,632 Sunny Bamboo Limited directly directly 100.00% RMB1,734 100.00% RMB1,734 Golden Bamboo Limited 100.00% directly directly Glorious Fortune 100.00% 100.00% RMB2,176 Forever Limited directly CL Hotel Investor, L.P. 100.00% 100.00% directly directly directly 100.00% directly directly USD0.6 100.00% indirectly China Life Insurance Company Limited Annual Report 2017 233 Financial Report directly Notes to the Consolidated Financial Statements (continued) 33 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) (f) Percentages of holding of related parties with control relationship and changes during the year (continued) Subsidiaries (continued) As at 31 December 2016 Amount million Percentage of holding Increase million For the year ended 31 December 2017 RMB3,250 directly 100.00% indirectly Franklin Shenzhen Company China Century Core USD894 Fund Limited 100.00% indirectly USD2 USD896 USD0.6 100.00% ("Century Core Fund") CL Health RMB1,730 100.00% RMB1,730 100.00% indirectly RMB3,250 New Capital Wisdom Limited (i) 99.997% directly 100.00% indirectly (ii.d) (viii) 396 298 Property leasing income received from CLI Payment of a business management service fee to CL Ecommerce 37 38 (vi) 64 Payment of an asset management fee to CLI 56 Interest on deposits received from CGB Commission expenses charged by CGB 1,382 (v) 92 ཚུག 685 42 Transactions between CGB and the Group Transactions between Sino-Ocean and the Group Cash dividend from Sino-Ocean (Note 8) Interest payment of corporate bonds received from Sino-Ocean 141 13 Payment of an agency fee to CLP&C (iii) 1 2 Rental and a service fee received from CLP&C 59 43 Cash dividend from CLP&C (Note 8) Payment to CLI for purchase of fixed assets 69 Payment of rental, project fee and other expenses to CLRE Property leasing expenses charged by CLI 50 44 (iv) 78 81 Asset management fee received from CLI 9 135 2,337 Project management fee paid to Sino-Ocean 553 joint ventures to the Group Transactions between AMC and the Company Payment of an asset management fee to AMC Distribution of profits from AMC Transactions between Pension Company and the Company For the year 2017 ended 31 December Distribution of profits from other associates and Notes 2016 RMB million 1,240 437 (ii.e) (viii) 1,154 1,081 187 215 RMB million Transactions between EAP and the Group Contribution to EAP ventures and the Group 236 248 252 27 38 55 60 368 700 Transaction between other associates and joint 337 China Life Insurance Company Limited Annual Report 2017 235 Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2017 33 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) (g) Transactions with significant related parties (continued) Financial Report 3,030 (iii) (viii) Agency fee received from CLP&C 99.98% directly Partnership (Limited Partnership) (“Yuan Shu Yuan Pin”) (i) Shanghai Wansheng Industry RMB3,900 RMB3,900 99.998% Investment Management Partnership (Limited Partnership) 234 ("Wan Sheng") (i) Ningbo Meishan Bonded (i) Port Area Bai Ning Investment Partnership ("Bai Ning") (i) directly RMB1,680 RMB606 Shanghai Yuan Shu Yuan Pin New Fortune Wisdom Limited (i) 100.00% indirectly Wisdom Forever Limited USD447 USD447 100.00% Partnership (i) RMB606 indirectly RMB606 RMB606 99.98% Investment Management directly Partnership (Limited Partnership) ("Yuan Shu Yuan Jiu”) (i) Shanghai Yuan Shu Yuan Jiu RMB1,680 99.98% directly 4,638 8,116 125 143 (ii.b) 119 74 Asset management Payment of dividends from the Company to CLIC Distribution of profits from AMC to CLIC Asset management fee received from CL Overseas Payment of insurance premium to CLP&C (ii.c) 14 36 44 49 Claim and other payments received from CLP&C 16 18 fee received from CLP&C 124 107 (ii.a) Guo Yang Guo Sheng, New Capital Wisdom Limited, New Fortune Wisdom Limited, Wisdom Forever Limited Partnership, Yuan Shu Yuan Jiu, Yuan Shu Yuan Pin, Wan Sheng, and Bai Ning are new subsidiaries set up or invested by the Company in 2017. China Life Insurance Company Limited Annual Report 2017 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2017 33 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) Transactions with significant related parties The following table summarises significant transactions carried out by the Group with its significant related parties: For the year ended 31 December 2017 2016 Notes RMB million RMB million Transactions with CLIC and its subsidiaries Policy management fee received from CLIC (i) (viii) 740 869 Asset management fee received from CLIC RMB1,167 100.00% and indirectly New Aldgate Limited RMB19,324 CLIC Percentage of holding As at 31 December 2017 Amount million Decrease million Increase million Percentage of holding million Amount As at 31 December 2016 Shareholder year (f) Percentages of holding of related parties with control relationship and changes during the 33 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) China Life Insurance Company Limited Annual Report 2017 232 (iii) For those subsidiaries which were not set up or invested in Mainland China or incorporated as partnership, the legal definition of registered capital is not applicable for them. In March and July 2017 respectively, the Company completed RMB370 million and RMB231 million capital contributions to Rui Chong Company, after which the paid-in capital of Rui Chong Company increased from RMB6,199 million to RMB6,800 million. In March 2017, the Company completed a RMB260 million capital contribution to Suzhou Pension Company, after which the paid-in capital of Suzhou Pension Company increased from RMB1,326 million to RMB1,586 million. As at 31 December 2017, Suzhou Pension Company completed its business registration modification procedure for the registered capital with the amount increased from RMB1,060 million to RMB1,991 million. USD2 USD2 (ii) (i) ("Franklin Shenzhen Company") RMB1,730 68.37% RMB19,324 68.37% Financial Report For the year ended 31 December 2017 33 SIGNIFICANT RELATED PARTY TRANSACTIONS (a) Related parties with control relationship Information of the parent company is as follows: Name CLIC Location of registration Principal business Beijing, Insurance services including receipt China of premiums and payment of benefits in respect of the in-force life, health, accident and other types of personal insurance business, and the reinsurance business; holding or investing in domestic and overseas insurance companies or other financial insurance institutions; fund management business permitted by national laws and regulations or approved by the State Council of the People's Republic of China; and other businesses approved by insurance regulatory agencies. Relationship with the Company Nature of ownership Legal representative RMB1,730 Immediate and ultimate holding State-owned Yang Mingsheng (b) Subsidiaries Refer to Note 40(c) for the basic and related information of subsidiaries. (c) Associates and joint ventures Refer to Note 8 for the basic and related information of associates and joint ventures. (d) Other related parties of holding million Percentage Amount As at 31 December 2016 Subsidiaries company Notes to the Consolidated Financial Statements (continued) Management Co., Limited China Life Franklin (Shenzhen) As at 31 December 2017 Decrease million million million Increase As at 31 December 2016 Name of related party (e) Registered capital of related parties with control relationship and changes during the year 33 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) Financial Report China Life Insurance Company Limited Annual Report 2017 231 Financial Report Under common control of CLIC A pension fund jointly set up by the Company and others China Life Enterprise Annuity Fund (“EAP”) ("CL Ecommerce") China Life Ecommerce Company Limited Limited ("CLI") Under common control of CLIC China Life Investment Holding Company Under common control of CLIC ("CL Overseas") China Life Insurance (Overseas) Company Limited Under common control of CLIC China Life Real Estate Co., Limited ("CLRE") million CLIC AMC China Life Pension Company ("CL Health") Management Co., Limited China Life (Beijing) Health RMB6,800 RMB6,800 ("Rui Chong Company") (ii) Investment Co., Limited Shanghai Rui Chong RMB200 RMB200 CL Wealth RMB588 RMB588 Equity Investment Fund CL AMP RMB931 RMB1,060 ("Suzhou Pension Company”) (i) Company Limited and Retirement Investment China Life (Suzhou) Pension RMB3,400 RMB3,400 Limited ("Pension Company") RMB4,000 RMB4,000 RMB4,600 RMB4,600 RMB1,991 RMB1,167 China Life Insurance Company Limited Annual Report 2017 Financial Report directly 100.00% RMB1,586 RMB260 100.00% RMB1,326 Suzhou Pension Company Limited ("AMC HK") indirectly indirectly Management Company 50.00% HKD130 50.00% HKD130 China Life Franklin Asset Significant related parties and indirectly 74.27% directly directly RMB2,746 74.27% RMB2,746 Pension Company directly 60.00% RMB1,680 directly CL AMP RMB500 85.03% directly directly 100.00% RMB6,800 RMB601 100.00% RMB6,199 Rui Chong Company indirectly indirectly 100.00% 100.00% King Phoenix Tree Limited million directly 100.00% 100.00% Golden Phoenix Tree Limited indirectly indirectly 100.00% RMB200 100.00% RMB200 CL Wealth indirectly 85.03% RMB500 directly 230 As at 31 December 2017 Percentage of holding 60.00% (2,213) (1,381) Subtotal (11,344) (14,418) Net deferred tax liabilities (4,871) (7,768) NET PROFIT ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY Net profit attributable to equity holders of the Company is recognised in the financial statements of the Company to the extent of RMB25,550 million (2016: RMB14,014 million). EARNINGS PER SHARE There is no difference between the basic and diluted earnings per share. The basic and diluted earnings per share for the year ended 31 December 2017 are calculated based on the net profit for the year attributable to ordinary equity holders of the Company and the weighted average of 28,264,705,000 ordinary shares (2016: 28,264,705,000 ordinary shares). Financial Report China Life Insurance Company Limited Annual Report 2017 229 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2017 31 STOCK APPRECIATION RIGHTS 32 The Board of Directors of the Company approved, on 5 January 2006, an award of stock appreciation rights of 4.05 million units and on 21 August 2006, another award of stock appreciation rights of 53.22 million units to eligible employees. The exercise prices of the two awards were HKD5.33 and HKD6.83, respectively, the average closing price of shares in the five trading days prior to 1 July 2005 and 1 January 2006, the dates for vesting and exercise price setting purposes of this award. The exercise prices of stock appreciation rights were the average closing price of the shares in the five trading days prior to the date of the award. Upon the exercise of stock appreciation rights, exercising recipients will receive payments in RMB, subject to any withholding tax, equal to the number of stock appreciation rights exercised times the difference between the exercise price and market price of the H shares at the time of exercise. Stock appreciation rights have been awarded in units, with each unit representing the value of one H share. No shares of common stock will be issued under the stock appreciation rights plan. According to the Company's plan, all stock appreciation rights will have an exercise period of five years from the date of award and will not be exercisable before the fourth anniversary of the date of award unless specific market or other conditions have been met. On 26 February 2010, the Board of Directors of the Company extended the exercise period of all stock appreciation rights, which is also subject to government policy. All the stock appreciation rights awarded were fully vested as at 31 December 2017. As at 31 December 2017, there were 55.01 million units outstanding and exercisable (as at 31 December 2016: 55.01 million units). As at 31 December 2017, the amount of intrinsic value for the vested stock appreciation rights was RMB820 million (as at 31 December 2016: RMB641 million). The fair value of the stock appreciation rights is estimated on the date of valuation at each reporting date using lattice-based option valuation models based on expected volatility from 20% to 32%, an expected dividend yield of no higher than 3% and a risk-free interest rate ranging from 0.51% to 1.02%. The Company recognised a loss of RMB179 million in the net fair value through profit or loss in the consolidated comprehensive income representing the fair value change of the rights during the year ended 31 December 2017 (2016: fair value gains of RMB191 million). RMB820 million and RMB13 million were included in salary and staff welfare payable included under other liabilities for the units not exercised and exercised but not paid as at 31 December 2017 (as at 31 December 2016: RMB641 million and RMB13 million), respectively. There was no unrecognised compensation cost for the stock appreciation rights as at 31 December 2017 (as at 31 December 2016: Nil). DIVIDENDS Pursuant to the shareholders' approval at the Annual General Meeting on 31 May 2017, a final dividend of RMB0.24 (inclusive of tax) per ordinary share totalling RMB6,784 million in respect of the year ended 31 December 2016 was declared and paid in 2017. The dividend has been recorded in the consolidated financial statements for the year ended 31 December 2017. A distribution of RMB380 million (inclusive of tax) to the holders of Core Tier 2 Capital Securities was approved by management in 2017 according to the authorisation by the Board of Directors, which was delegated by the General Meeting. Pursuant to a resolution passed at the meeting of the Board of Directors on 22 March 2018, a final dividend of RMB0.40 (inclusive of tax) per ordinary share totalling approximately RMB11,306 million for the year ended 31 December 2017 was proposed for shareholders' approval at the forthcoming Annual General Meeting. The dividend has not been recorded in the consolidated financial statements for the year ended 31 December 2017. - deferred tax liabilities to be settled within 12 months (13,037) (9,131) - deferred tax liabilities to be settled after 12 months RMB1,680 AMC Amount Decrease million Increase million Rental received from Pension Company Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2017 28 TAXATION (continued) (d) The analysis of deferred tax assets and deferred tax liabilities is as follows: 29 30 directly Deferred tax assets: - deferred tax assets to be recovered within 12 months Subtotal Deferred tax liabilities: As at 31 December 2017 RMB million As at 31 December 2016 RMB million 1,980 3,024 4,493 3,626 6,473 6,650 - deferred tax assets to be recovered after 12 months Agency fee received from Pension Company for indirectly Marketing fee income for promotion of annuity to the Company On 29 December 2014, the Company and CLIC signed a renewable insurance agency agreement, effective from 1 January 2015 to 31 December 2017. The agreement was subject to an automatic three-year renewal if no objections were raised by both parties. The Company performs its duties of insurance agents in accordance with the agreement, but does not acquire any rights and profits or assume any obligations, losses and risks as an insurer of the non-transferrable policies. The policy management fee was payable semi-annually, and is equal to the sum of (1) the number of policies in force as at the last day of the period, multiplied by RMB8.00 per policy and (2) 2.50% of the actual premiums and deposits received during the period, in respect of such policies. The policy management fee income is included in other income in the consolidated statement of comprehensive income. China Life Insurance Company Limited Annual Report 2017 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2017 Financial Report 33 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) Transactions with significant related parties (continued) Notes (continued): (ii.a) On 30 December 2015, CLIC renewed an asset management agreement with AMC, entrusting AMC to manage and make investments for its insurance funds. The agreement is effective from 1 January 2016 to 31 December 2018. In accordance with the agreement, CLIC paid AMC a basic service fee at the rate of 0.05% per annum for the management of insurance funds. The service fee was calculated and payable on a monthly basis, by multiplying the average book value of the assets under management (after deducting the funds obtained from and interests accrued for repurchase transactions, deducting debt and equity investment schemes, project asset-backed schemes, the principal and interests of customised non-standard products) at the beginning and the end of any given month by the rate of 0.05%, divided by 12. At the end of each year, CLIC assessed the investment performance of the assets managed by AMC, compared the actual results against benchmark returns and made adjustment to the basic service fee. (ii.b) On 28 June 2017, CL Overseas renewed an investment management agreement with AMC HK, effective from 1 January 2016 to 31 December 2016. In accordance with the agreement, CL Overseas entrusted AMC HK to manage and make investments for its insurance funds and paid AMC HK a basic investment management fee and an investment performance fee. The basic investment management fee was accrued by multiplying the weighted average total funds by the basic fee rate. The investment performance fee was calculated based on the difference between the total actual annual yield and predetermined net realised yield. The basic investment management fee was calculated and payable on a semi-annual basis. The investment performance fee was payable according to the total actual annual yield at the end of each year. On 15 December 2017, CL Overseas renewed the agreement with AMC HK, effective to the next year when the contract is signed and sealed. The terms are applied in 2017. The agreement was subject to an automatic one-year renewal if no objections were raised by both parties with written consent in 5 years. a (ii.c) In 2015, CLP&C signed an agreement for the management of insurance funds with AMC, entrusting AMC to manage and make investments for its insurance funds. The agreement was effective from 1 January 2015 to 31 December 2016. The agreement was subject to an automatic one-year renewal if no objections were raised by both parties upon expiry. On 1 January 2017, the agreement was automatically renewed to 31 December 2017. In accordance with the agreement, CLP&C paid AMC a fixed service fee and a variable service fee. The fixed service fee was calculated and payable on a monthly basis, by multiplying the average net asset value of assets of each category under management at the beginning and the end of any given month by the responding annual investment management fee rate, divided by 12. The variable service fee was linked to investment performance. (ii.d) On 3 February 2016, the Company and CLI renewed a management agreement of alternative investment of insurance funds, which was effective from 1 January 2016 to 30 June 2017. In accordance with the agreement, the Company entrusted CLI to engage in specialised investment, operation and management of equities, real estate and related financial products, and securitised financial products under the instructions of the annual guidelines. The Company paid CLI an asset management fee and a performance related bonus based on the agreement. For fixed-income projects, the management fee rate was 0.05%-0.6% according to different ranges of returns and without a performance-related bonus; for non-fixed-income projects, the management fee rate was 0.3% and the performance-related bonus was linked to the return on comprehensive investment upon expiry of the project. On 30 June 2017, the Company and CLI renewed a management agreement of alternative investment of insurance funds, which is retrospectively effective from 1 January 2017 to 31 December 2018. The management fee rates of fixed-income projects and non-fixed-income projects remain the same as those in the previous agreement. In addition, the Company adjusts the investment management fees for fixed-income projects and non-fixed- income projects based on the annual evaluation results to CLI's performance. The adjustment amount (variable management fee) ranges from negative 10% to positive 15% of the investment management fee in the current period. China Life Insurance Company Limited Annual Report 2017 237 Notes to the Consolidated Financial Statements (continued) entrusted sales of annuity funds China Life Insurance Company Limited Annual Report 2017 238 Financial Report On 8 March 2015, the Company and CLP&C signed a new 2-year framework insurance agency agreement, whereby the Company entrusted CLP&C to act as an agent to sell designated life insurance products in certain authorised jurisdictions. The brokerage fee was determined based on market practice. The agreement was subject to an automatic one-year renewal if no objections were raised by both parties upon expiry. On 8 March 2017, the agreement was automatically renewed for one year. On 8 March 2015, the Company and CLP&C signed a new 2-year framework insurance agency agreement, whereby CLP&C entrusted the Company to act as an agent to sell designated P&C insurance products in certain authorised jurisdictions. The agency fee was determined based on cost (tax included) plus a margin. The agreement was subject to an automatic one-year renewal if no objections were raised by both parties upon expiry. On 8 March 2017, the agreement was automatically renewed for one year. (i) (iv) (ii.f) On 18 September 2016, the Company and AMC HK renewed the offshore investment management service agreement, which is effective from 19 September 2016 to 31 December 2018. In accordance with the agreement, the Company entrusted AMC HK to manage and make investments for its insurance funds and paid AMC HK an asset management fee. The asset management fee was calculated at a fixed rate of 0.40% of the portfolio asset value and a performance bonus capped at 0.15% of the portfolio asset value for assets managed on a discretionary basis. Management fees on assets managed on a non-discretionary basis are calculated at 0.05% of the portfolio asset value. The above management fee was calculated based on the net value of the entrusted asset from the monthly reports provided by the trustee, without deducting the monthly management fee payable. The fixed management fee was calculated monthly and payable quarterly. A performance bonus was calculated and payable on an annual basis. Asset management fees charged to the Company by AMC HK are eliminated in the consolidated statement of comprehensive income. (ii.e) On 29 December 2015, the Company and AMC renewed a renewable agreement for the management of insurance funds, effective from 1 January 2016 to 31 December 2018. In accordance with the agreement, the Company entrusted AMC to manage and make investments for its insurance funds and paid AMC a fixed service fee and a variable service fee. The fixed annual service fee was calculated and payable on a monthly basis, by multiplying the average net value of the assets under management by the rate of 0.05%; the variable service fee was payable annually, based on the results of performance evaluation, at 20% of the fixed service fee per annum. The service fees were determined by the Company and AMC based on an analysis of the cost of service, market practice and the size and composition of the asset pool to be managed. Asset management fees charged to the Company by AMC are eliminated in the consolidated statement of comprehensive income. Notes (continued): Transactions with significant related parties (continued) 33 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) For the year ended 31 December 2017 (iii) Notes: On 31 December 2014, the Company signed a property leasing agreement with CLI, effective till 31 December 2017, pursuant to which CLI leased to the Company certain owned buildings. Annual rental payable by the Company to CLI in relation to the CLI properties is determined either by reference to the market rent, or, the costs incurred by CLI in holding and maintaining the properties, plus a margin of approximately 5%. The rental was paid on a semi-annual basis, and each payment was equal to one half of the total annual rental. 443 70 business from Pension Company 43 (vii) 42 31 10 14 Transactions between AMC HK and the Company Payment of an investment management fee to AMC HK (ii.f) 14 14 Transactions between Suzhou Pension Company and the Company Capital contribution to Suzhou Pension Company 34 526 Distribution of profits from the Group's other subsidiaries 260 entities/other subsidiaries and the Company Transactions between the consolidated structured 134 203 Distribution of profits from the consolidated structured entities to the Company Distribution of profits from other associates and joint Transactions between Rui Chong Company and the Company Capital contribution to Rui Chong Company ventures to the Company 3,944 Transaction between other associates and joint ventures and the Company 601 4,985 (5,671) 18,794 At 31 December 2017 2 4,987 of consolidated structured entities Changes arising from losing control (497) (497) Foreign exchange movement (33,558) Interest expense 141,557 6,228 (38,000) 3,121 Changes from financing cash flows 813 5,488 81,088 37,998 16,170 At 1 January 2017 87,309 RMB million 764 6,252 For the year ended 31 December 2017 112,482 RMB million As at 31 December As at 31 December (b) Operating lease commitments - - as lessee Total Property, plant and equipment Others Investments Contracted, but not provided for investments: 246 The Group had the following capital commitments relating to property development projects and (a) Capital commitments 39 COMMITMENTS Notes to the Consolidated Financial Statements (continued) Financial Report 245 Financial Report China Life Insurance Company Limited Annual Report 2017 The Group involves in certain lawsuits arising from the ordinary course of business. In order to accurately disclose the contingent liabilities for pending lawsuits, the Group analysed all pending lawsuits case by case at the end of each reporting period. A provision will only be recognised if management determines, based on third-party legal advice, that the Group has present obligations and the settlement of which is expected to result in an outflow of the Group's resources embodying economic benefits, and the amount of such obligations could be reasonably estimated. Otherwise, the Group will disclose the pending lawsuits as contingent liabilities. As at 31 December 2017 and 2016, the Group had other contingent liabilities but disclosure of such was not practical because the amounts of liabilities could not be reliably estimated and were not material in aggregate. 588 493 As at 31 December 2016 RMB million RMB million As at 31 December 2017 Pending lawsuits The following is a summary of the significant contingent liabilities: PROVISIONS AND CONTINGENCIES 127 RMB million Pursuant to "Financial Standards of Financial Enterprises - Implementation Guide" issued by the Ministry of Finance of the PRC on 30 March 2007, for the year ended 31 December 2017, the Company appropriated 10% of net profit under CAS which amounted to RMB3,218 million to the general reserve for future uncertain catastrophes, which cannot be used for dividend distribution or conversion to share capital increment (2016: RMB1,927 million). In addition, pursuant to the CAS, the Group appropriated RMB82 million to the general reserve of its subsidiaries attributable to the Company in the consolidated financial statements (2016: RMB75 million). activities 2017 Approved at the Annual General Meeting in May 2017, the Company appropriated RMB1,927 million to the discretionary reserve fund for the year ended 31 December 2016 based on net profit under CAS (2016: RMB3,438 million). Pursuant to the relevant PRC laws, the Company appropriated 10% of its net profit under Chinese Accounting Standards ("CAS") to statutory reserve which amounted to RMB3,218 million for the year ended 31 December 2017 (2016: RMB1,927 million). (c) (b) 145,675 (840) 30,541 30,152 33,384 (717) (1,986) 1,281 53,860 (a) As at 31 December 2017 135 135 Others 8,445 3,300 1,927 3,218 Appropriation to reserves (7,912) (847) 21 Under related PRC law, dividends may be paid only out of distributable profits. Any distributable profits that are not distributed in a given year are retained and available for distribution in subsequent years. Total 244 Notes to the Consolidated Financial Statements (continued) schemes repurchase RMB million RMB million RMB million payable borrowings financing investment agreements to Bonds loans and sold under bearing interest payable related to Other liability - and debt trust schemes consolidated holders of liability - payable to third party Other Securities Interest- 38 Changes in liabilities arising from financing activities 37 NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS For the year ended 31 December 2017 China Life Insurance Company Limited Annual Report 2017 2016 Later than one year but not later than five years RMB million 5,653 40(h) Statutory deposits-restricted 535,361 444,279 40(g) Term deposits 221,535 381,253 40(f) Loans 594,054 716,346 40(e) Held-to-maturity securities 76,427 104,039 40(d) Investments in associates and joint ventures 27,353 39,662 40(c) Investments in subsidiaries 1,247 1,401 40(b) Investment properties 5,653 29,722 Available-for-sale securities 797,108 14,252 30,480 40(m) 2,134 3,046 12 Total assets Cash and cash equivalents Other assets Reinsurance assets 13,421 14,121 11 Premiums receivable 55,774 50,183 40(1) Accrued investment income 43,100 35,761 40(k) Securities purchased under agreements to resell 204,046 127,544 40(j) Securities at fair value through profit or loss 758,802 40(i) RMB million 36,313 Property, plant and equipment The operating lease payments charged to profit before income tax for the year ended 31 December 2017 were RMB1,204 million (2016: RMB994 million). 1,423 1,929 27 44 764 1,101 632 784 RMB million RMB million 2016 2017 As at 31 December Total Later than five years Later than one year but not later than five years Not later than one year As at 31 December The future minimum lease payments under non-cancellable operating leases are as follows: 45,079 91,784 1 5,462 5,202 39,616 86,582 (c) Operating lease commitments - as lessor 40(a) The future minimum rentals receivable under non-cancellable operating leases are as follows: Not later than one year As at 31 December 2016 RMB million RMB million Notes As at 31 December 2017 ASSETS As at 31 December 2017 Statement of financial position 40 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) 463 741 10 76 267 411 186 254 RMB million RMB million 2016 2017 As at 31 December China Life Insurance Company Limited Annual Report 2017 Total Later than five years (7,086) As at 31 December Other comprehensive income for the year 24,787 7 year 2017 For the (i) Key management personnel compensation (4) (604) (207) (17) (19) 47 57 Amount due to AMC HK Amount due to AMC Amount due to Pension Company (66) (17) མྱེ❁པུË (78) 6 8 643 592 (31) 365 1,041 330 199 26,342 ended 31 December 33,385 2016 RMB million As at 31 December 2017, the Company's share capital was as follows: 28,265 28,264,705,000 28,265 28,264,705,000 Ordinary shares of RMB1 each Registered, authorised, issued and fully paid RMB million As at 31 December 2016 No. of shares RMB million As at 31 December 2017 No. of shares 34 SHARE CAPITAL As at 31 December 2017, most of the bank deposits of the Group were with state-owned banks; the issuers of corporate bonds and subordinated bonds held by the Group were mainly state-owned enterprises. For the year ended 31 December 2017, a large portion of its group insurance business of the Group were with state- owned enterprises; the majority of bancassurance commission charges were paid to state-owned banks and postal offices; and the majority of the reinsurance agreements of the Group were entered into with a state- owned reinsurance company. Under IAS 24 Related Party Disclosures ("IAS 24"), business transactions between state-owned enterprises controlled by the PRC government are within the scope of related party transactions. CLIC, the ultimate holding company of the Group, is a state-owned enterprise. The Group's key business is insurance and investment related and therefore the business transactions with other state-owned enterprises are primarily related to insurance and investment activities. The related party transactions with other state-owned enterprises were conducted in the ordinary course of business. Due to the complex ownership structure, the PRC government may hold indirect interests in many companies. Some of these interests may, in themselves or when combined with other indirect interests, be controlling interests which may not be known to the Group. Nevertheless, the Group believes that the following captures the material related parties and has applied IAS 24 exemption and disclosed only qualitative information. Transactions with state-owned enterprises (j) 33 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) Financial Report 241 Financial Report China Life Insurance Company Limited Annual Report 2017 The total compensation package for the Company's key management personnel for the year ended 31 December 2017 has not yet been finalised in accordance with regulations of the relevant PRC authorities. The final compensation will be disclosed in a separate announcement when determined. The compensation of 2016 has been approved by the relevant authorities. The total compensation of 2016 was RMB28 million, including a deferred payment about RMB6 million. 28 18 Salaries and other benefits RMB million Owned by CLIC (i) 2 (206) The following table summarises the balances due from and to significant related parties. The balances are non-interest-bearing, unsecured and have no fixed repayment dates except for deposits with CGB, interbank certificates of deposits of CGB, wealth management products of CGB and corporate bonds issued by Sino- (h) Amounts due from/to significant related parties 33 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) China Life Insurance Company Limited Annual Report 2017 240 Financial Report (viii) These transactions constitute continuing connected transactions which are subject to reporting and announcement requirements but are exempt from independent shareholders' approval requirements under Chapter 14A of the Listing Rules. The Company has complied with the disclosure requirements in accordance with Chapter 14A of the Listing Rules. (vii) On 28 November 2016, the Company and Pension Company signed a new agency agreement for the distribution and customer service of enterprise annuity funds, the pension management business and the occupational pension management business. The agreement was effective from 28 November 2016 and expired on 31 December 2017. The agreement is subject to an automatic one-year renewal if no objections were raised by either party upon expiry. The commissions agreed upon in the agreement include the daily business commissions and the annual promotional plans commissions. According to the agreement, the commissions for the entrusting service of enterprise annuity fund management, which is the core business of Pension Company, are calculated at 30% to 80% of the annual entrusting management fee revenues, depending on the duration of the agreement. The commissions for account management service are calculated at 60% of the first year's account management fee and were only charged for the first year, regardless of the duration of the agreement. The commissions for investment management service, in accordance with the duration of the agreement, are calculated at 60% to 3% of the annual investment management fee (excluding risk reserves for investment), and decreased annually. The commissions of the group pension plan is, in accordance with the duration of the contracts, calculated at 50% to 3% of the annual investment management fee, and decreased annually; the commissions of the personal pension plan is calculated at 30% to 50% of the annual investment management fee according to the various rates of daily management fee applied to the various individual pension management products in all of the management years; the commissions of occupation annuity is in accordance with the provision of annual promotional plans, which should be determined by both parties on a separate occasion. The commissions charged to the Company by Pension Company are eliminated in the consolidated statement of the comprehensive income of the Group. Notes (continued): Transactions with significant related parties (continued) 33 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) 239 Annual Report 2017 China Life Insurance Company Limited On 26 October 2016, the Company and CL Ecommerce renewed a one year agreement for managing the regional telemarketing centre, which was effective from 1 January 2016 and expired on 31 December 2016. The agreement is subject to an automatic one-year renewal if no objections are raised by both parties. On 1 January 2017, the agreement was automatically renewed for one year. Pursuant to the agreement, the Company entrusted CL Ecommerce to manage the operation of its telemarketing centre, and paid the management fee accordingly. The total amount of the management fee is not expected to exceed RMB100 million, but is still pending for negotiation between the two parties based on the actual circumstance. On 23 March 2016, the Company and CGB signed another insurance agency agreement to distribute group insurance products. The group insurance products suitable for distribution through bancassurance channels are included in the agreement. CGB provides agency services, including the sale of group insurance products, collecting premiums and paying benefits, and so on. The Company paid the agency commission by multiplying the net amount of total premiums received from the sale of each category group insurance product after deducting the withdrawn policy premiums in the hesitation period, by the responding fixed commission rate. The commission rates for various insurance products sold by CGB are agreed by referring to comparable quoted market prices of independent third-parties. The commissions are payable on a monthly basis. The agreement is effective on 1 January 2016 for two years and is subject to an automatic one-year renewal if no objections were raised by either party upon expiry. On 12 August 2016, the Company and CGB renewed an insurance agency agreement to distribute insurance products. All individual insurance products suitable for distribution through bancassurance channels are included in the agreement. CGB provides agency services, including the sale of insurance products, and collecting premiums and paying benefits. The Company paid the agency commission by multiplying the net amount of total premiums received from the sale of each category individual insurance products after deducting the withdrawn policy premiums in the hesitation period, by the responding fixed commission rate. The commission rates for various insurance products sold by CGB are agreed based on arm's length transactions. The commissions are payable on a monthly basis. The agreement is effective for two years starting from the signing date and is subject to an automatic one-year renewal with no limitation of times if no objections were raised by either party upon expiry. (vi) (v) Notes (continued): Transactions with significant related parties (continued) 33 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) Financial Report Ocean. 2 The resulting balances due from and to significant related parties of the Group Amount due from CLIC Amount due from CLP&C (265) 12 9 (6) 332 428 47 122 529 420 As at 31 December 2016 RMB million December 2017 RMB million As at 31 The resulting balances due from and to subsidiaries of the Company Amount due from Pension Company Amount due to CL Ecommerce Amount due from CL Ecommerce Amount due from Sino-Ocean Corporate bonds of Sino-Ocean Amount due to CGB Amount due from CGB Wealth management products of CGB Interbank certificates of deposits of CGB Amount deposited with CGB Amount due from CLRE Amount due to CLI Amount due from CLI Amount due to CLP&C Amount due from CL Overseas Owned by other equity holders Including: Domestic listed Overseas listed (ii) 44,186 28,239 180 29,963 1,113 53,860 As at 1 January 2016 (c) (b) (a) RMB million RMB million RMB million RMB million RMB million RMB million RMB million RMB million RMB million Total operations reserve fund fund foreign General reserve reserve the equity method for-sale securities reserves Other Share premium translating Statutory Discretionary 25,239 under 163,381 (24,863) 27,241 28,225 30,166 (738) 5,100 1,146 53,860 As at 1 January 2017 145,007 27,241 28,225 30,166 (738) 5,100 1,146 53,860 As at 31 December 2016 33 33 Others 7,367 2,002 3,438 1,927 Appropriation to reserves (25,774) (918) Other comprehensive income for the year available- Exchange differences on Unrealised comprehensive gains/ income of investees As at 31 December 2017 RMB million Decrease RMB million Increase RMB million December 2016 RMB million As at 31 (a) Basic information 35 OTHER EQUITY INSTRUMENTS For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) China Life Insurance Company Limited Annual Report 2017 242 (ii) Overseas listed shares are traded on the Stock Exchange of Hong Kong Limited and the New York Stock Exchange. 28,265 28,264,705,000 7,441 7,441,175,000 1,500 1,500,000,000 8,941 8,941,175,000 19,324 19,323,530,000 As at 31 December 2017 RMB million No. of shares All shares owned by CLIC are domestic listed shares. (i) Total Core Tier 2 Capital Securities 7,791 Total 7,791 Share of other (losses) from 36 RESERVES For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) Financial Report China Life Insurance Company Limited Annual Report 2017 243 Financial Report Refer to Note 32 for the information of distribution to other equity instruments holders of the Company for the year ended 31 December 2017. As at 31 December 2017, there were no accumulated distributions unpaid attributable to other equity instrument holders of the Company. 4,027 4,377 4,027 4,377 145,007 7,791 295,830 313,142 303,621 320,933 As at 31 December 2016 RMB million As at 31 December 2017 RMB million Equity attributable to ordinary equity holders of non-controlling interests Equity attributable to ordinary equity holders of the Company Equity attributable to other equity instruments holders of the Company Equity attributable to non-controlling interests Equity attributable to equity holders of the Company (b) Equity attributable to equity holders The Company issued Core Tier 2 Capital Securities at par with the nominal value of USD1,280 million on 3 July 2015, and obtained an approval to list such securities on the Stock Exchange of Hong Kong Limited, effective on 6 July 2015. The Securities are issued in the specified denomination of USD200,000 and integral multiples of USD1,000 in excess thereof. After a deduction of the issue expense, the total amount of the proceeds raised from this issuance was USD1,274 million or RMB7,791 million. The issued capital securities have a term of 60 years, extendable upon expiry. The initial distribution rate for the first five interest-bearing years is 4.00%, and the Company may redeem the securities at its option at the end of the fifth year after issuance. If the Company does not exercise this option, the rate of distribution will be reset based on comparable US treasury yield plus a margin of 2.294% at the end of the fifth year and every five years thereafter. 7,791 7,791 7,791 62,606 Notes to the Consolidated Financial Statements (continued) 2,645,487 6,081 1,141 20 282 491 Current income tax liabilities Statutory insurance fund Total liabilities Equity 2,540,216 2,364,475 Share capital 34 Other equity instruments 40(q) 28,265 7,791 28,265 2,645,487 2,831,375 Total liabilities and equity 281,012 291,159 Total equity 7,543 100,840 Retained earnings 144,116 144,240 40(r) Reserves 7,791 110,863 3,991 40(p) Deferred tax liabilities 83,910 Policyholder dividends payable 195,706 232,500 15 Investment contracts 87,725 1,847,986 14 Insurance contracts Liabilities LIABILITIES AND EQUITY As at 31 December 2016 RMB million For the year ended 31 December 2017 2,025,133 248 Bonds payable 37,998 30,556 39,678 40(0) Other liabilities 35,252 18,505 17 Premiums received in advance 44,820 Annuity and other insurance balances payable 81,039 85,316 40(n) Securities sold under agreements to repurchase 39,038 China Life Insurance Company Limited Annual Report 2017 RMB million Notes to the Consolidated Financial Statements (continued) 40 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) For the year ended 31 December 2017 As at 31 December 2017 Financial Report 247 Annual Report 2017 Statement of financial position (continued) China Life Insurance Company Limited Financial Report 2,831,375 Notes As at 31 December 2017 (926) (990) (4,652) (7,249) 40,262 (13,817) Charge for the year (875) (596) (129) As at 1 January 2016 Accumulated depreciation 24,688 1,525 10,387 1,405 6,682 (144) As at 31 December 2016 (1,173) (26) (473) (140) (430) (104) 44,687 (1,744) Disposals 36 For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) Financial Report 253 China Life Insurance Company Limited Annual Report 2017 Financial Report Non-controlling interests in subsidiaries are not significant to the Company. (24) Investment 99.98% directly PRC Bai Ning Investment Not applicable 99.998% directly PRC Not applicable Disposals (24) Disposals 426 136 22 620 As at 31 December 2016 (8,088) (4,822) As at 31 December 2016 (983) (14,941) Impairment As at 1 January 2016 (24) (24) Charge for the year (1,048) 5,606 Additions 4,754 22,606 1,694 443 10,951 619 36,313 Financial Report China Life Insurance Company Limited Annual Report 2017 249 Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2017 40 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (a) Property, plant and equipment (continued) Cost Office equipment furniture and Buildings fixtures Transfers upon completion 1,174 (1,438) 7,544 1,368 6,481 As at 31 December 2017 23,587 RMB million Total construction improvements Leasehold Assets under Motor vehicles As at 1 January 2016 13 29,722 10,387 177 631 31 1,282 (8) 256 (14,941) (1,857) 46 691 As at 31 December 2017 (8,998) (4,990) (940) (1,179) (16,107) Impairment As at 1 January 2017 422 1,860 Wan Sheng 16,576 As at 1 January 2017 Net book value 477 (24) As at 31 December 2017 Disposals year Charge for the (24) (24) (24) Investment 99.98% directly 99.98% directly (266) (49) (217) 1,513 1,513 Buildings RMB million As at 31 December 2016 As at 1 January 2016 Fair value As at 31 December 2016 1,296 As at 1 January 2016 As at 31 December 2016 year Charge for the As at 1 January 2016 Accumulated depreciation As at 31 December 2016 Additions As at 1 January 2016 Cost 252 Net book value (b) Investment properties (continued) 1,247 2,377 Principal activities Registered capital Percentage of equity interest held and operation Name Place of incorporation 2017: (i) The table below presents the basic information of the Company's subsidiaries as at 31 December 27,353 39,662 2,415 RMB million As at 31 December 2016 2017 31 December As at Unlisted investments at cost 40 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (c) Investments in subsidiaries For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) China Life Insurance Company Limited Annual Report 2017 The fair value of investment properties of the Company as at 31 December 2017 amounted to RMB2,688 million (as at 31 December 2016: RMB2,377 million), which was estimated by the Company having regards to valuations performed by an independent appraiser. The investment properties were classified as Level 3 in the fair value hierarchy. RMB million 40 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) Cost (b) Investment properties 40 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) China Life Insurance Company Limited Annual Report 2017 250 29,722 477 10,387 As at 1 January 2017 422 16,576 As at 31 December 2016 26,421 356 7,544 378 1,829 16,314 As at 1 January 2016 Net book value 1,860 Additions As at 31 December 2017 Accumulated depreciation Financial Report 251 China Life Insurance Company Limited Annual Report 2017 Financial Report 2,688 2,377 1,401 1,247 (317) (51) (266) 1,718 1,513 205 Buildings RMB million As at 31 December 2017 As at 1 January 2017 Fair value As at 31 December 2017 As at 1 January 2017 Net book value As at 31 December 2017 year As at 1 January 2017 Charge for the AMC PRC 60.00% directly RMB4,000 million Health management RMB1,730 million 100.00% directly PRC Franklin Shenzhen Company Guo Yang Guo Sheng CL Health Investment Not applicable 100.00% indirectly The British Cayman Islands PRC Century Core Fund Not applicable 100.00% directly The British Virgin Islands Investment Not applicable 100.00% directly The British Virgin Islands Investment Not applicable 100.00% directly Investment 100.00% indirectly USD2 million Investment PRC Yuan Shu Yuan Pin Investment Not applicable (1,048) (177) PRC Yuan Shu Yuan Jiu Investment Not applicable 100.00% indirectly The British Cayman Islands Investment Not applicable 100.00% indirectly Investment Not applicable 100.00% indirectly The British Virgin Islands The British Virgin Islands New Capital Wisdom Limited New Fortune Wisdom Limited Wisdom Forever Limited Partnership Investment Not applicable 99.997% directly PRC The British Virgin Islands Not applicable Investment 100.00% directly Asset management Asset management Pension and annuity RMB200 million Not applicable RMB1,991 million 100.00% indirectly PRC CL Wealth RMB588 million 85.03% indirectly PRC Investment in retirement properties Fund management Financial service CL AMP PRC Suzhou Pension Company 50.00% indirectly Hong Kong, PRC AMC HK and indirectly RMB3,400 million 74.27% directly PRC Pension Company 100.00% directly Golden Phoenix Tree Limited Hong Kong, PRC 100.00% directly USA Investment Not applicable 100.00% directly Hong Kong, PRC Glorious Fortune Forever Limited CL Hotel Investor, L.P. Golden Bamboo Limited Sunny Bamboo Limited Fortune Bamboo Limited Investment Not applicable 100.00% directly Hong Kong, PRC Investment RMB6,800 million 100.00% directly PRC New Aldgate Limited Rui Chong Company Investment Not applicable 100.00% indirectly The British Jersey Island King Phoenix Tree Limited Investment Not applicable Not applicable 186 312 15 64,192 624,715 529,862 716,346 594,054 The estimated fair value of all held-to-maturity securities was RMB692,282 million as at 31 December 2017 (as at 31 December 2016: RMB618,436 million). Unlisted debt securities include those traded on the Chinese interbank market. Debt securities-Contractual maturity schedule 91,631 Maturing: After one year but within five years After five years but within ten years After ten years Total As at 31 December 2017 RMB million As at 31 December 2016 RMB million Within one year 22,385 594,054 150,089 Government bonds Government agency bonds Corporate bonds Subordinated bonds/debts Total Debt securities Listed in Mainland, PRC Unlisted Total 716,346 As at 31 December 2017 RMB million 125,866 97,196 241,808 169,001 200,178 177,768 148,494 RMB million Debt securities 30,614 71,502 After one year but within five years After five but within ten years years After ten years Total Term deposits Maturing: Within one year Within one year years After five years but within ten years Total As at 31 December 2017 As at 31 December 2016 RMB million RMB million 107,957 After one year but within five 112,788 Maturing: Other loans 288,260 231,391 292,913 260,547 716,346 594,054 Financial Report China Life Insurance Company Limited Total Annual Report 2017 Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2017 40 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (f) Loans 256 (g) Policy loans 255 92,442 (e) Held-to-maturity securities For the year ended 31 December 2017 Investment management Debt-to-Equity Swap Investment Scheme Jiao Yin Guo Xin China Aluminium 99.99% directly RMB10,000 million Investment management Co., Ltd. Supply-side Reform Collective Fund Trust Scheme Jiao Yin Guo Xin Shaanxi Coal and Chemical Industry Group Co., Ltd. Debt-to-Equity Swap Collective 75.00% directly RMB10,000 million RMB10,000 million and indirectly Fund Trust Scheme Chongqing Trust Fund⚫ China Life 100.00% directly RMB8,000 million Investment management Qing Hai Yellow River Debt-to-Equity Swap Collective Investment management Fund Trust Scheme 100.00% directly RMB10,000 million 40 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (c) Investments in subsidiaries (continued) (ii) The table below presents the basic information of the Company's major consolidated structured entities as at 31 December 2017: Principal activities Name Percentage of shares held Trust/investments received Shang Xin-Ningbo Wu Lu Si Qiao PPP Collective Fund Trust Scheme Kun Lun Trust Tianjin Urban Investment management 88.02% directly Investment management 99.99% directly RMB10,001 million Investment management Communications Construction No. 1 Collective Fund Trust Scheme Shan Guo Tou Jing Tou Corporate Trust Loan Collective Funds Trust Scheme China Life-China Hua Neng 100.00% directly RMB11,099 million 40 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) Zhong Xin Jing Cheng Tianjin Port RMB6,000 million Investment management (d) Investments in associates and joint ventures As at 1 January Investments in associates and joint ventures As at 31 December 254 China Life Insurance Company Limited Annual Report 2017 2017 RMB5,000 million 2016 RMB million 76,427 27,810 27,612 48,617 104,039 76,427 Notes to the Consolidated Financial Statements (continued) RMB million 100.00% directly 99.98% directly Group Loan Collective Fund Trust Scheme Investment management Group Loans Collective Fund Trust Scheme China Life - Yanzhou Coal Mining 100.00% directly RMB6,000 million Investment management Debt Investment Scheme Jiao Yin Guo Xin CLI – China Nonferrous Metal Collective Fund Trust Scheme CITIC Trust CGB Trust Beneficial RMB5,400 million Investment management Rights Investment Collective Fund Trust Scheme Kun Lun Trust • Jizhong Energy 99.98% directly RMB5,000 million Investment management 99.98% directly 444 273,296 381,253 Debt securities Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2017 40 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (a) Property, plant and equipment Cost Buildings Office equipment furniture and fixtures Motor vehicles 258 Assets under construction improvements Total RMB million As at 1 January 2017 24,688 6,682 1,405 10,387 Leasehold 1,525 Other available-for-sale securities mainly include unlisted equity investments and private equity funds, etc. The Company did not guarantee or provide any financing support for other available-for- sale securities, and considers that the carrying value of other available-for-sale securities represents its maximum risk exposure. (i) Available-for-sale securities (continued) Subtotal 333,146 343,857 Available-for-sale securities, at cost Equity securities Others (i) 20,759 20,759 (i) Total 758,802 Financial Report China Life Insurance Company Limited Annual Report 2017 257 Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2017 40 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) 797,108 29,885 44,687 6,918 As at 31 December 2017 31,628 6,684 1,383 10,951 1,798 52,444 Accumulated depreciation (897) As at 1 January 2017 (4,822) (983) Charge for the year (925) (612) (143) Disposals (8,088) Transfers upon completion (48) (192) 49 (7,365) (86) Additions Listed in Mainland, PRC 70 416 170 (146) 8,280 8,945 Transfers into investment properties (205) (205) Disposals (48) (463) 9 129,093 41,123 81,544 7,700 444,279 535,361 As at 31 December 2017, the term deposits of RMB14.691 billion (2016: RMB13.2 billion) applying for an overseas borrowing backed by domestic deposits business are restricted to use. Please refer to Note 9.3 for the details. China Life Insurance Company Limited Annual Report 2017 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2017 40 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) 344,790 (h) Statutory deposits - restricted Within one year After one year but within five years Total As at 31 December 2017 As at 31 December 2016 RMB million RMB million 3,553 Contractual maturity schedule: 1,600 182,871 RMB million As at 31 December 2017 221,535 As at 31 December 2016 RMB million RMB million 128,473 109,979 95,155 346,324 2,800 130,913 90,350 24,303 31,517 17,500 381,253 221,535 As at 31 December 2017 RMB million As at 31 December 2016 69,753 Others (i) 2,100 5,653 Others (i) 52,545 11,683 Subtotal 443,203 394,186 Equity securities Funds 11,000 90,865 Common stocks 129,388 100,116 Preferred stocks 31,651 27,880 Wealth management products 40,119 104,432 4,053 Wealth management products 13,495 5,653 Insurance companies in China are required to deposit an amount that equals to 20% of their registered capital with banks in compliance with regulations of the CIRC. These funds may not be used for any purpose other than for paying off debts during liquidation proceedings. (i) Available-for-sale securities Available-for-sale securities, at fair value Debt securities Government bonds As at 31 December 2017 RMB million 16,708 As at 31 December 2016 RMB million 21,198 Government agency bonds 157,689 146,310 Corporate bonds 195,244 187,287 Subordinated bonds/debts 24,230 As at 31 December 2016 Subtotal 394,186 232 132 25,034 41,507 90,756 93,349 394,186 443,203 357,495 398,875 36,691 44,328 As at 31 December 2016 RMB million RMB million As at 31 December 2017 Total Subtotal Unlisted Listed overseas Listed in Hong Kong, PRC Listed in Mainland, PRC Equity securities Unlisted 218,917 248,594 443,203 364,616 353,905 104,244 88,224 113,161 163,319 143,840 149,895 41,765 RMB million As at 31 December 2016 As at 31 December 2017 RMB million 32,941 Total After ten years After five years but within ten years years 797,108 After one year but within five Within one year Maturing: Debt securities - Contractual maturity schedule Unlisted debt securities include those traded on the Chinese interbank market and those not publicly traded. Unlisted equity securities include those not traded on stock exchanges, which are mainly open- ended funds with public market price quotation and wealth management products. China Life Insurance Company Limited Annual Report 2017 758,802 For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) Financial Report Benefits in kind Name Remuneration paid 41 DIRECTORS', SUPERVISORS', CHIEF EXECUTIVE'S AND SENIOR MANAGEMENT'S REMUNERATION (continued) year (c) Five highest paid individuals 2017 Details of the remuneration of the five highest paid individuals are as follows: 268 Basic salaries, housing allowances, other allowances and benefits in kind Pension scheme contributions Total The emoluments fell within the following bands: RMB0RMB1,000,000 RMB1,000,001 - RMB2,000,000 RMB2,000,001 - RMB3,000,000 RMB3,000,001 - RMB4,000,000 RMB4,000,001 - RMB4,500,000 Pension scheme contributions RMB thousand For the year ended 31 December 2017, the five individuals whose emoluments were the highest in the Company include one director and three supervisors (2016: one director and four supervisors). Total Wang Sidong Yang Mingsheng 320.0 Robinson Drake Pike 2016 RMB thousand 87.6 129.0 1,134.0 Xu Haifeng 1,350.6 87.6 129.0 1,134.0 RMB thousand Xu Hengping 320.0 Chang Tso Tung Stephen Yin Zhaojun (iv) Liu Huimin (iii) Liu Jiade (ii) Miao Jianmin (i) 1,618.8 87.6 131.2 1,400.0 Lin Dairen 320.0 1,350.6 7,060 6,861 565 Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2017 40 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (t) Commitments 264 (i) Capital commitments (ii) Capital commitments of the Company relating to property development projects and investments: Contracted, but not provided for 263 Investments Others Total Operating lease commitments - as lessee As at 31 December 2017 RMB million As at 31 December 2016 RMB million 86,926 40,804 4,588 4,248 1 Property, plant and equipment Annual Report 2017 China Life Insurance Company Limited Financial Report (8,239) (8,239) Appropriation to reserves 3,218 1,927 3,218 8,363 As at 31 December 2017 53,860 (3,280) 33,336 30,152 30,172 144,240 (s) Provisions and contingencies The following is a summary of the significant contingent liabilities: Pending lawsuits As at 31 December 2017 RMB million As at 31 December 2016 RMB million 493 588 91,514 508 45,053 Not later than one year 324 9 10 344 542 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2017 41 DIRECTORS', SUPERVISORS', CHIEF EXECUTIVE'S AND SENIOR MANAGEMENT'S REMUNERATION The total compensation package for the directors, supervisors, chief executive and senior management for the year ended 31 December 2017 in accordance with the related measures for compensation management of the Company has not yet been finalised. The amount of the compensation not provided for is not expected to have a significant impact on the Group's 2017 consolidated financial statements. The final compensation will be disclosed in a separate announcement when determined. (a) Directors' and chief executive's emoluments 177 The aggregate amounts of emoluments paid to directors and chief executive of the Company for the ended 31 December 2017 are as follows: There was no arrangement under which a director, chief executive or supervisor waived or agreed to waive any remuneration during the year. The emoluments of the five highest paid individuals are the total emoluments paid to them during the year. For the year ended 31 December 2017, no emoluments have been paid by the Company to the directors, chief executive, supervisors or any of the five highest paid individuals as an inducement to join or upon joining the Company or as compensation for loss of office (2016: Nil). 5 5 2016 For the year ended 31 December 2017 Number of individuals 7,426 7,568 China Life Insurance Company Limited Annual Report 2017 208 158 RMB million Later than one year but not later than five Later than five years years Total (iii) Operating lease commitments - as lessor As at 31 December 2017 As at 31 December 2016 RMB million RMB million 749 591 1,080 761 44 27 1,873 1,379 The future minimum rentals receivable under non-cancellable operating leases are as follows: Not later than one year Later than one year but not later than five years Later than five years Total China Life Insurance Company Limited Annual Report 2017 As at 31 December 2017 RMB million As at 31 December 2016 The future minimum lease payments under non-cancellable operating leases are as follows: income for the year 1,134.0 Tang Xin 87.6 1,364.6 1,253.7 195.2 127.2 1,576.1 796.7 129.0 79.2 1,004.9 129.0 1,341.7 379.2 117.7 1,655.8 67.9 46.8 493.9 The aggregate amounts of emoluments paid to supervisors of the Company for the year ended 31 December 2016 are as follows: Deferred Deferred Basic Performance related 196.4 1,148.0 RMB thousand Total Leung Oi-Sie Elsie 125.0 25.0 150.0 150.0 150.0 266 The compensation amounts disclosed above for these directors and the chief executive for the year ended 31 December 2016 were restated based on the finalised amounts determined during 2017. The directors and chief executive received the compensation amounts disclosed above during their term of office in 2017 and 2016. In addition to the directors' emoluments disclosed above, certain directors of the Company receive emoluments from CLIC, the amounts of which have not been apportioned between their services to the Company and their services to CLIC. China Life Insurance Company Limited Annual Report 2017 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2017 41 DIRECTORS', SUPERVISORS', CHIEF EXECUTIVE'S AND SENIOR MANAGEMENT'S REMUNERATION (continued) (b) Supervisors' emoluments The aggregate amounts of emoluments paid to supervisors of the Company for the year ended 31 December 2017 are as follows: Name Miao Ping Shi Xiangming Xiong Junhong Zhan Zhong Wang Cuifei Li Guodong Remuneration paid Benefits in kind Pension scheme contributions Name 266.7 salaries Subtotal of salary income salary income 110.1 1,658.4 1,658.4 Xiong Junhong Zhan Zhong 593.6 1,007.0 1,600.6 189.8 114.7 1,905.1 190.2 1,905.1 527.5 640.4 1,167.9 191.4 101.5 1,460.8 1,460.8 The compensation amounts disclosed above for these supervisors for the year ended 31 December 2016 were restated based on the finalised amounts determined during 2017. The supervisors received the compensation amounts disclosed above during their term of office in 2017 and 2016. Financial Report Wang Cuifei 1,358.1 786.5 571.6 payment included in Benefits Pension scheme payment included Actual paid included in kind contributions Total in total in total RMB thousand Miao Ping 1,148.0 1,148.0 2,296.0 688.8 125.6 119.2 2,540.8 688.8 1,852.0 Shi Xiangming bonuses 320.0 266.7 58.4 Actual paid Benefits scheme included included Name salaries bonuses income salary income in kind contributions Deferred payment Total in total RMB thousand Yang Mingsheng Lin Dairen 1,400.0 1,400.0 2,800 840.0 125.7 119.9 in total Pension Deferred payment included in Subtotal of salary 320.0 320.0 Leung Oi-Sie Elsie 300.0 300.0 (i) Miao Jianmin resigned as non-executive director on 7 April 2017. (ii) Liu Jiade resigned as non-executive director on 8 August 2017. (iii) Liu Huimin was appointed as non-executive director on 31 July 2017. (iv) Yin Zhaojun was appointed as non-executive director on 31 July 2017. Financial Report China Life Insurance Company Limited Annual Report 2017 265 Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2017 41 DIRECTORS', SUPERVISORS', CHIEF EXECUTIVE'S AND SENIOR MANAGEMENT'S REMUNERATION (continued) (a) Directors' and chief executive's emoluments (continued) The aggregate amounts of emoluments paid to directors and chief executive of the Company for the ended 31 December 2016 are as follows: year Basic Performance related 3,045.6 266.7 840.0 Miao Jianmin 2,512.8 680.4 1,832.4 Xu Haifeng 267 1,134.0 2,268.0 680.4 125.3 116.5 119.2 2,509.8 1,829.4 Liu Jiade Robinson Drake Pike 250.0 70.0 320.0 320.0 320.0 Tang Xin 208.3 680.4 125.6 680.4 2,268.0 Zhang Xiangxian Wang Sidong Anthony Francis Neoh 125.0 25.0 150.0 150.0 150.0 Chang Tso Tung Stephen 250.0 70.0 320.0 320.0 320.0 Huang Yiping 41.7 11.6 53.3 53.3 53.3 Xu Hengping 1,134.0 1,134.0 2,205.6 Other comprehensive 25,027 26,954 (m) Other assets Total Current Non-current Total Others Debt securities Bank deposits Accrued investment income Total After 90 days Within 30 days Maturing: (1) (k) Securities purchased under agreements to sell 40 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) Financial Report 259 Investments receivable Land use rights Automated policy loans Disbursements RMB million RMB million As at 31 December 2016 December 2017 As at 31 43,100 35,761 43,100 35,631 130 China Life Insurance Company Limited Annual Report 2017 RMB million As at 31 December 2016 As at 31 December 2017 China Life Insurance Company Limited Annual Report 2017 260 Total Current Non-current Total Others Due from related parties RMB million Financial Report Unlisted debt securities include those traded on the Chinese interbank market and those not publicly traded. Unlisted equity securities include those not traded on stock exchanges, which are mainly open-ended funds with public market price quotation. 204,046 292 Listed overseas 19,486 24,974 Listed in Mainland, PRC Debt securities Total 204,046 127,544 Unlisted 50,092 35,999 42,017 14,093 8,682 153,954 76,845 3,133 4,323 143,871 50,699 24,779 51,579 76,845 127,544 50,092 50,699 10,395 6,587 6,284 7,187 74 79 89 134,379 33,339 Total Subtotal Unlisted Listed overseas Listed in Hong Kong, PRC Listed in Mainland, PRC Equity securities Subtotal 153,954 36,846 61,516 35,633 17,613 8,006 9,614 Salary and welfare payable Interest payable to policyholders As at 31 December 2016 RMB million As at 31 December 2017 RMB million (o) Other liabilities For debt repurchase transactions through the stock exchange, the Company is required to deposit certain exchange-traded bonds into a collateral pool with fair value converted at a standard rate pursuant to the stock exchange's regulation which should be no less than the balance of the related repurchase transaction. As at 31 December 2017, the carrying value of securities deposited in the collateral pool was RMB139,314 million (as at 31 December 2016: RMB81,280 million). The collateral is restricted from trading during the period of the repurchase transaction. As at 31 December 2017, bonds with a carrying value of RMB78,140 million (as at 31 December 2016: RMB76,157 million) were pledged as collateral for financial assets sold under agreements to repurchase resulted from repurchase transactions entered into by the Company in the interbank market. 81,039 85,316 81,039 85,316 81,039 85,316 15,609 11,633 65,430 73,683 9,270 6,466 Brokerage and commission payable 5,659 Total 7,652 9,046 Others 810 78 Interest payable of debt instruments 620 639 RMB million Tax payable 833 Stock appreciation rights (Note 31) 1,611 1,906 Agent deposits 1,024 2,633 Payable to constructors 3,713 654 RMB million As at 31 December 2016 As at 31 December 2017 3,050 5,671 5,605 883 15,466 RMB million December 2016 As at 31 RMB million 2,814 As at 31 December 2017 50,183 11,142 5,822 44,632 44,361 55,774 50,183 2,528 4,116 55,774 21,288 2,704 876 Total Within 30 days Maturing: Total Stock exchange market Interbank market 40 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (n) Securities sold under agreements to repurchase For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) 1,718 14,252 5,768 5,694 8,484 24,786 14,252 30,480 2,320 2,779 846 30,480 144,116 6,578 372 (2,133) (1,310) Subtotal (10,116) (13,862) Net deferred tax liabilities (3,991) (7,543) 262 China Life Insurance Company Limited Annual Report 2017 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2017 40 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (q) Other equity instruments As at 31 December 2017 RMB million As at 31 December 2016 RMB million 291,159 281,012 Equity attributable to equity holders of the Company (12,552) (7,983) - deferred tax liabilities to be settled after 12 months - deferred tax liabilities to be settled within 12 months Deferred tax liabilities: 4,148 480 4,148 (1,401) 2,266 (3,991) The analysis of deferred tax assets and deferred tax liabilities during the year is as follows: Deferred tax assets: - deferred tax assets to be recovered after 12 months Equity attributable to ordinary equity holders of the Company - deferred tax assets to be recovered within 12 months As at 31 December 2017 RMB million As at 31 December 2016 RMB million 1,715 2,758 4,410 3,561 6,125 6,319 Subtotal Equity attributable to other equity instruments holders of the Company 283,368 7,791 161,672 (24,848) (24,848) Appropriation to reserves 1,927 3,438 1,927 7,292 As at 31 December 2016 China Life Insurance Company Limited 53,860 30,118 28,225 26,954 144,116 As at 1 January 2017 53,860 4,959 30,118 28,225 4,959 (6,737) 24,787 29,807 273,221 7,791 Refer to Note 32 for the information of distribution to other equity instruments holders for the year ended 31 December 2017. As at 31 December 2017, there were no accumulated distributions unpaid attributable to other equity instruments holders. (r) Reserves Unrealised gains/(losses) from Share available-for-sale premium RMB million securities RMB million Statutory reserve fund RMB million 28,191 Discretionary reserve fund RMB million reserve Total RMB million RMB million As at 1 January 2016 Other comprehensive income for the year 53,860 General 8,985 (1,401) As at 31 December 2017 39,678 30,556 Total 39,678 30,556 Financial Report China Life Insurance Company Limited Annual Report 2017 261 Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2017 40 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (p) Deferred tax liabilities (i) The movements in deferred tax assets and liabilities during the year are as follows: Deferred tax assets/(liabilities) As at 1 January 2016 (Charged)/credited to net profit Non-current Current 30,556 39,678 2,021 RMB million RMB million As at 31 December 2016 As at 31 December 2017 Subtotal Common stocks Funds Equity securities (Charged)/credited to other Subtotal Corporate bonds Government agency bonds Government bonds Debt securities Securities at fair value through profit or loss (j) 40 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) For the year ended 31 December 2017 Notes to the Consolidated Financial Statements (continued) Others Insurance RMB million Investments RMB million Others RMB million (6,408) (2,670) 1,535 (7,543) As at 1 January 2017 (6,408) (2,670) 1,535 (7,543) As at 31 December 2016 (Charged)/credited to net profit (998) 731 805 (Charged)/credited to other comprehensive income - Available-for-sale securities - Portion of fair value changes on available-for-sale securities attributable to participating policyholders 1,072 (ii) (4,343) policyholders Total RMB million (1,451) (614) (16,504) 1,072 1,208 463 (16,883) 1,057 comprehensive income (4,343) Annual Report 2017 - Available-for-sale securities 12,626 12,626 - Portion of fair value changes on available-for-sale securities attributable to participating the printed version and the website version of this report, the website version shall prevail. 成己为人 The cover photo of the printed version of this report was photographed by Mr. Cui Yu. In case of any discrepancy between the Chinese version and the English version of this report, the Chinese version shall prevail; in case of any discrepancy between 成人达己 21.94% Management Discussion and Analysis the number of exclusive individual agents 21.1% 1.578 million in total Company was agents of the exclusive individual the number of 2017 exclusive individual agents Size expansion and quality improvement of the duration from 5 to 9 years ■First-year regular premiums with payment duration less than 5 years ■First-year regular premiums with payment increased by 5.6% ■First-year regular premiums with 10 years or longer payment duration 62.17% 24.03% 2016 13.80% 21.34% 2017 13.50% agent premiums from the exclusive individual channel Structure breakdown of first-year regular ■First-year regular premiums with 10 years or longer payment duration 100,000 90.000 80,000 ■First-year regular premiums with payment duration less than 10 years 65.16% the average productive agents on a quarterly basis in the exclusive individual agent channel increased by 29.8% year-on-year China Life Insurance Company Limited Annual Report 2017 (RMB million) Gross written premiums from the group insurance channel 2016 2017 Bancassurance Channel. In 2017, the bancassurance channel put more efforts in business transformation. While further controlling the scale of single premium business, the Company strengthened the development of regular premium business to improve the value contributed by bancassurance channel. During the Reporting Period, gross written premiums from the bancassurance channel were RMB113,505 million, an increase of 4.8% year-on-year. In particular, single premiums were RMB59,777 million, a decrease of 12.2% year-on-year, first-year regular premiums were RMB20,954 million, an increase of 17.5% year-on-year, and renewal premiums were RMB31,880 million, an increase of 46.2% year-on-year. First-year regular premiums with ten years or longer payment duration were RMB6,139 million, an increase of 46.3% year-on-year. The percentage of first-year regular premiums with five years or longer payment duration in first-year regular premiums was 55.9%. The value of one year's sales of the bancassurance channel increased by 150.4% year-on-year, with a rise of 5.6 percentage points of its proportion in the value of one year's sales of the Company. The bancassurance channel kept on expanding the electronic bank sales channels, such as online banking, self-service terminals and mobile banking, etc., to enhance its service network, as a result of which the regular premium business operated through the channels of major banks and postal offices achieved a fast growth. As at the end of the Reporting Period, the number of sales representatives in the bancassurance channel reached 0.339 million, an increase of 43.9% from the end of 2016. The average active insurance planners on a monthly basis in the bancassurance channel increased by 11.3% year-on-year. ■Single premiums ■First-year regular premiums ■Renewal premiums 120,000 100,000 80,000 17,835 21,813 46.2% 17.5% 60,000 40,000 20,000 0 68,047 and Analysis Management Discussion 25 and Analysis Management Discussion 2017 60.000 70,000 2016 bancassurance channel (RMB million) 59,777 20,954 31,880 12.2% Long-term premiums from the 20,840 50.000 30,000 Single 811 1,064 First-year business of long-term insurance 15,191 18,586 Other Channels¹ 18,782 20,840 Short-term insurance business 703 999 Renewal business 859 80 943 4,571 3,425 Single 5,430 4,368 First-year business of long-term insurance 24,915 26,207 Group Insurance Channel 561 894 Short-term insurance business 21,813 31,880 First-year regular 90 First-year regular 984 46,337 26.9% 58,796 20,000 10,000 0 28,193 2016 11.5% 31,444 2017 (RMB million) exclusive individual agent channel First-year regular premiums from the by 26.1% year-on-year. Renewal premiums from the exclusive individual agent channel increased by 26.9% year-on-year, which significantly drove gross written premiums from this channel. With adherence to the development strategy of improving the quality and expanding the size of its sales force, the Company upgraded its system of cultivation for new agents and agent managers and put more efforts in the improvement of their quality while maintaining the steady growth of its sales force. As at the end of the Reporting Period, the number of exclusive individual agents reached 1.578 million, a 5.6% increase from the end of 2016, and the average productive agents on a quarterly basis in the exclusive individual agent channel increased by 29.8% year-on-year, showing a positive trend for the quality of its sales force. China Life Insurance Company Limited Annual Report 2017 Exclusive Individual Agent Channel. During the Reporting Period, the exclusive individual agent channel maintained a strong growth with its business structure continuously optimized and the quality of its sales force further enhanced. Gross written premiums from the exclusive individual agent channel amounted to RMB353,668 million, an increase of 25.4% year-on-year. In particular, first-year regular premiums from the exclusive individual agent channel increased by 21.1% year- on-year, first-year regular premiums with ten years or longer payment duration increased by 26.9% year-on-year, and the percentages of first-year regular premiums with five years or longer payment duration and first-year regular premiums with ten years or longer payment duration in first-year regular premiums were 86.50% and 65.16%, respectively. Short-term insurance premiums increased 721 Renewal business 1,641 1,160 Short-term insurance business 15,881 40,000 13,220 Notes: 1. 2. 511,966 430,498 Other channels mainly include supplementary major medical expenses insurance business, tele-sales, etc. The Company's channel premium breakdown was presented based on the separate groups of sales personnels including exclusive individual agent team, group insurance sales representatives, bancassurance sales team and other distribution channels. Total Renewal business 5,367 12.5% 81,854 3.34% Other equity investments 94,515 3.64% 79,390 3.23% Investment properties 3,064 0.12% 1,191 0.05% Cash and others 84,771 1.56% 3.27% 4.51% Total 2,591,652 100.00% 2,453,283 100.00% Notes: 1. 2. 3. 4. 5. 6. The figures as at the end of last year were adjusted on the same basis. 110,584 40,327 products Bank wealth management Bonds 1,188,606 45.86% 1,119,388 45.63% Debt-type financial products² 301,761 11.65% 131,880 5.38% Other fixed-maturity investments³ 154,522 5.96% 130,532 5.32% Equity investments 4.89% 119,973 3.91% 101,236 Funds⭑ 5.71% Debt-type financial products include debt investment schemes, equity investment plans, trust schemes, project asset-backed plans, credit asset-backed securities, specialized asset management plans, and asset management products, etc. 140,166 173,450 Common stocks 17.17% 421,383 15.80% 409,528 6.69% 11.0% Other fixed-maturity investments include policy loans, statutory deposits-restricted, bank wealth management products, and interbank certificates of deposits, etc. million, respectively. 1.00% 2.00% 3.00% 4.00% 4.66% 4.61% 5.00% 4.91% 5.16% Investment yield 6.00% In 2017, the global economy continued to recover with ongoing expansion and mild inflation in general, and the developed economies were inclined to tighten their monetary policies. The Chinese economy maintained a stable growth with its structure continuously optimized and both quality and efficiency further improved. In the context of preventing risks and deleveraging in the financial industry, the Chinese government maintained a prudent and moderate monetary policy and intensely introduced a variety of regulatory policies. Bond yield increased significantly, and A Share market experienced obvious structural differentiation. In 2017, the Company seized the opportunity of the interest rate hike and increased its allocation in bonds with long duration and debt-type financial products. The Company maintained its allocation in equity investment in the open market at a reasonable level and seized structural opportunities, and also attached great importance to the value of allocation of stocks in the Hong Kong market. The Company actively pursued good investment opportunities, such as infrastructure, supply-side reforms and debt-to-equity swap, etc., to broaden the sources of its incomes. As at the end of the Reporting Period, the Company's investment assets reached RMB2,591,652 million, an increase of 5.6% from the end of 2016. In 2017, the Company's gross investment income reached RMB129,021 million, an increase of RMB20,870 million from 2016 and an increase of 19.3% year-on-year; and the gross investment yield was 5.16%, an increase of 0.55 percentage point from 2016; the net investment yield was 4.91%, an increase of 0.25 percentage point from 2016; the gross investment yield including net share of profit of associates and joint ventures was 5.16%, an increase of 0.47 percentage point from 2016; the comprehensive investment yield taking into account the current net fair value changes of available-for-sale securities recognised in other comprehensive income³ was 4.55%, an increase of 2.12 percentage points from 2016. (III) Asset Management and Analysis Management Discussion 2.43% China Life Insurance Company Limited Annual Report 2017 26 Other Business Channels. During the Reporting Period, gross written premiums from other channels were RMB18,586 million, an increase of 22.3% year-on-year. The Company actively and steadily developed its supplementary major medical expenses insurance business and basic social healthcare programs entrusted by local governments, maintaining its leading position in the market. In particular, 31 branches at the provincial level carried out more than 260 supplementary major medical expenses insurance programs, providing services to 420 million urban and rural residents, and carried out administration for over 400 basic social healthcare programs, covering more than 90 million people. The Company actively responded to the pilot long-term care insurance programs and won the bids for seven projects. In addition, the Company actively promoted the pilot program of tax-advantaged health insurance throughout China and carried out online sales with the premiums and number of policies from internet sales increasing rapidly. ■Long-term insurance premiums Short-term insurance premiums 30.000 25,000 20,000 15,000 10,000 5,000 0 Group Insurance Channel. By closely following national strategies, the group insurance channel actively played the role in offering services for people's livelihood, consistently promoted the diversification of business development, and effectively pushed forward the steady development of its various businesses. During the Reporting Period, gross written premiums from the group insurance channel amounted to RMB26,207 million, an increase of 5.2% year-on-year. Short- term insurance premiums from the group insurance channel amounted to RMB20,840 million, an increase of 11.0% year-on-year. As at the end of the Reporting Period, the number of direct sales representatives reached over 0.104 million, an increase of 21.4% from the end of 2016. 6,133 18,782 26 0.00% Gross investment yield Net investment yield Other equity investments include private equity funds, unlisted equities, preference shares, equity investment plans, and specialized asset management plans, etc. Cash and others include cash, cash at banks, short-term bank deposits and securities purchased under agreements to resell. China Life Insurance Company Limited Annual Report 2017 17.34% 449,400 Term deposits 78.27% 1,920,125 80.81% 2,094,289 Fixed-maturity investments Percentage Amount Percentage Amount As at 31 December 2016¹ As at 31 December 2017 Comprehensive investment yield ■2016 ■2017 Comprehensive investment yield = (Gross investment income - Interest paid for securities sold under agreements to repurchase + Current net fair value changes of available-for-sale securities recognised in other comprehensive income)/((Investment assets at the beginning of the period - Securities sold under agreements to repurchase at the beginning of the period + Investment assets at the end of the period - Securities sold under agreements to repurchase at the end of the period)/2) China Life Insurance Company Limited Annual Report 2017 27 22 Funds include equity funds, bond funds and money market funds, etc. In particular, the balances of money market funds as at 31 December 2017 and 31 December 2016 were RMB6,942 million and RMB13,609 and Analysis 28 1. Investment Portfolios As at the end of the Reporting Period, our investment assets categorized by investment object are set out as below: Investment category RMB million Management Discussion 538,325 17,835 First-year regular China Life Insurance Company Limited Management Discussion and Analysis The Persistency Rate for long-term individual life insurance policy is an important operating performance indicator for life insurance companies. It measures the ratio of in-force policies in a pool of policies after a certain period of time. It refers to the proportion of policies that are still effective during the designated month in the pool of policies whose issue date was 14 or 26 months ago. 652,057 2.46 734,172 2.68 31 December 2017 31 December 2016 As at As at 2. Numbers may not be additive due to rounding. 1. Number of in-force policies (hundred million) Embedded value Annual Report 2017 85.90 90.20 90.90 Note 2 Note 2 Policy Persistency Rate (14 months) (%) Policy Persistency Rate (26 months) (%) 375 410 2,610 6,536 Group insurance channel Bancassurance channel 46,326 53,170 channel 85.70 21 and Analysis Management Discussion 350,000 300,000 250,000 200.000 150,000 100,000 50.000 450,000 First-year regular premiums with payment duration less than 10 years 500,000 400.000 28.9% 288,106 223,502 72,991 40,060 42,567 51,378 28.5% 12.8% 17.5% 10.7% 0 2017 Value of one year's sales (RMB million) 60,117 21.9% Continuous improvement in business value. In 2017, the value of one year's sales of the Company was RMB60,117 million, an increase of 21.9% year- on-year. As at 31 December 2017, the embedded value of the Company was RMB734,172 million, an increase of 12.6% year-on-year; the Company had approximately 268 million long-term insurance policies in-force, an increase of 8.9% year-on-year; and the surrender rate was 4.13%, an increase of 0.59 percentage point year-on-year. During the Reporting Period, the Policy Persistency Rate (14 months and 26 months) reached 90.90% and 85.70%, respectively. Constant optimization in premiums structure. During the Reporting Period, out of the premiums from new policies, first-year regular premiums amounted to RMB113,121 million, an increase of agent 2016 0 10,000 20,000 30,000 40,000 50,000 60,000 70,000 Gross written premiums structure (RMB million) 2017 63,671 47,068 47,118 66,003 2016 49,311 Short-term premiums Renewal premiums Including: Exclusive individual 60,117 200.000 100,000 0 430,498 511,966 Gross written premiums (RMB million) 2016 2017 3 In 2017, facing the complicated and changing external environment and fierce market competition, the Company actively implemented an innovation-driven development strategy, adhered to the value-oriented principle, adopted multiple measures, sped up business development and promoted transformation and upgrade by adhering to the operating guideline of “prioritizing value, strengthening sales force, optimizing business structure, achieving stable growth and safeguarding against risks". The Company operated in a generally sound and prudent manner, with its business maintaining a rapid growth and its sales force expanding with better quality. During the Reporting Period, the Company's gross written premiums were RMB511,966 million, an increase of 18.9% year-on-year. The Company's market share³ was approximately 19.7%, maintaining the first place in life insurance industry in China. With the investment yield growing steadily and the business value and profitability improving significantly, the Company achieved sound and fast development. From left to right: Mr. Zhan Zhong, Mr. Zhao Peng, Mr. Zhao Lijun, Mr. Xu Haifeng, Mr. Lin Dairen, Mr. Xu Hengping, Mr. Li Mingguang, Mr. Xiao Jianyou, Mr. Ruan Qi, Ms. Yang Hong 中国人寿保险股份有限公司 China Life Insurance Company Limited Management Discussion and Analysis 300.000 42 42 Social Responsibility Performance of the Corporate 40 40 31 20 20 Other Analysis Statements Consolidated Financial Analysis of Major Items of the Operations in 2017 Review of Business Future Prospect and Risk Analysis 400,000 500,000 600,000 Value of one year's sales Note 1 19,127 32,253 Net profit attributable to equity holders of the Company 108,151 129,021 Gross investment income 51,378 66,003 years or longer payment duration First-year regular premiums with ten 93,945 113,121 Including: First-year regular premiums 206,996 223,860 Premiums from new policies 18.9% Calculated according to the premium data of life insurance companies in 2017 released by the CIRC. 20 20 China Life Insurance Company Limited Annual Report 2017 I. 49,311 REVIEW OF BUSINESS OPERATIONS IN 2017 RMB million 2017 2016 Gross written premiums 511,966 430,498 (I) Key Performance Indicators 20,954 Single premiums ■First-year regular premiums with 10 years or longer payment duration 2017 and Analysis 23 Annual Report 2017 Management Discussion and Analysis China Life Insurance Company Limited 80,000 70,000 60,000 50,000 40.000 30,000 20.000 10,000 Management Discussion 0 54,010 67,708 2016 2017 (RMB million) insurance business Gross written premiums from the health During the Reporting Period, gross written premiums from the life insurance business of the Company amounted to RMB429,822 million, an increase of 18.8% year-on-year. In particular, first-year regular premiums were RMB105,256 million, an increase of 20.1% year-on-year, and the percentage of first-year regular premiums in first-year premiums was 62.32%, an increase of 7.76 percentage points year-on-year. Single premiums were RMB63,653 million, a decrease of 12.8% year- on-year, and renewal premiums were RMB260,913 million, an increase of 29.6% year-on-year. Gross written premiums from the health insurance business amounted to RMB67,708 million, an increase of 25.4% year-on-year. Gross written premiums from the accident insurance business amounted to RMB14,436 million, basically remaining at the same level of 2016. Note: Single premiums in the above table include premiums from short-term insurance business. 430,498 511,966 Total 318 330 25.4% 24 2. Gross written premiums categorized by channel 68,047 59,777 Single 85,882 80,731 First-year business of long-term insurance 108,256 113,505 Bancassurance Channel 7,497 9,453 Short-term insurance business 199,826 253,586 Renewal business 74,530 90,240 For the year ended 31 December RMB million 2017 2016 Exclusive Individual Agent Channel 353,668 Renewal business 282,136 90,629 74,813 Single 389 283 First-year regular First-year business of long-term insurance 20.4% year-on-year, and single premiums amounted to RMB63,671 million, a decrease of 12.8% year- on-year. First-year regular premiums with ten years or longer payment duration reached RMB66,003 million, an increase of 28.5% year-on-year. Renewal premiums amounted to RMB288,106 million, an increase of 28.9% year-on-year. The percentage of first-year regular premiums in long-term first-year premiums, the percentage of first-year regular premiums with ten years or longer payment duration in first-year regular premiums and the percentage of renewal premiums in gross written premiums increased by 7.71, 3.66 and 4.35 percentage points, respectively. The first-year regular business and renewal business became stronger driving forces, which further optimized the premium structure and reinforced the sustainable development of the Company. 39 First-year regular 429,822 Single First-year business Life Insurance Business 2016 2017 RMB million year ended 31 December For the 1. Gross written premiums categorized by business (II) Insurance Business China Life Insurance Company Limited Annual Report 2017 22 361,905 22 140,000 120,000 100,000 80,000 60,000 40,000 20,000 0 108,151 2016 Significant increase in the Company's profit. In 2017, interest income from investment portfolios achieved a stable growth, and the net fair value gains through profit or loss increased greatly. The Company's gross investment income was RMB129,021 million, an increase of 19.3% year- on-year. Due to the impact of a fairly fast increase in investment income and the update on the discount rate assumption for reserves of traditional insurance contracts, net profit attributable to equity holders of the Company during the Reporting Period was RMB32,253 million, an increase of 68.6% year-on-year. 19.3% 129,021 Gross investment income (RMB million) Surrender rate = Surrender payment/(Liability of long-term insurance contracts at the beginning of the period + Premium income of long-term insurance contracts during the period) 168,909 160,590 63,653 14,226 13,962 Single 14,265 14,106 First-year business 14,583 14,436 Accident Insurance Business 21,869 26,863 Renewal business 6,289 7,721 First-year regular 25,852 33,124 72,973 First-year regular 105,256 87,617 Renewal business 260,913 144 201,315 67,708 54,010 First-year business 40,845 32,141 Single Health Insurance Business Notes: 4.55% 48,586 108,151 +Net share of profit of associates and joint ventures 7,143 5,855 Gross investment income including net share of profit of associates and joint ventures 136,164 114,006 Net investment yield' 4.91% 4.66% Gross investment yield 129,021 5.16% Gross investment yield including net share of profit of associates and joint ventures 5.16% 4.69% and Analysis Management Discussion Notes: 1. 2. 3. 4. 5. 6. 4.61% 7. Gross investment income³ 6,183 6,333 Statutory deposits - trust schemes in loans An increase in the allocation of 69.3% 226,573 383,504 Loans management equivalents The needs for liquidity -27.5% (7,094) 67,046 2. Investment Income For the year ended 31 December 2017 RMB million 2016¹ Net investment income² 122,796 109,207 +Net realized gains on financial assets 42 6,038 +Net fair value gains through profit or loss In 2017, by seizing the opportunity of the interest rate hike, the Company increased its allocation in fixed income assets and increased moderately in stock investments. Among the major types of investments, the percentage of investment in bonds increased to 45.86% from 45.63% as at the end of 2016, the percentage of term deposits changed to 17.34% from 21.94% as at the end of 2016, the percentage of investment in stocks and funds (excluding money market funds) increased to 10.33% from 10.05% as at the end of 2016, and the percentage of investment in debt-type financial products increased to 11.65% from 5.38% as at the end of 2016. The figures for the same period of last year were adjusted on the same basis. Net investment income includes interest income from debt investments, interest income from deposits, dividend and bonus from equity investments, interest income from loans, and net income from investment properties, etc. Gross investment income = Net investment income + Net realized gains on financial assets + Net fair value gains through profit or loss Life insurance business 429,267 361,649 18.9% 18.7% - Fast growth in renewals and first- year regular premiums Health insurance business 63,323 50,590 25.2% Rapid development in protection- oriented businesses 426,230 Accident insurance 13,991 2.4% business Investment income* 122,727 Net realised gains 42 109,147 6,038 12.4% -99.3% on financial assets Please refer to the table below A decrease in spread income of stocks and funds in available-for- sale securities Net fair value gains through 14,320 506,910 Net premiums earned Main Reasons for Change Gross investment income including net share of profit of associates and joint ventures = Gross investment income + Net share of profit of associates and joint ventures - Net investment yield = (Net investment income Interest paid for securities sold under agreements to repurchase)/((Investment assets at the beginning of the period Securities sold under agreements to repurchase at the beginning of the period + Investment assets at the end of the period – Securities sold under agreements to repurchase at the end of the period)/2) Gross investment yield = (Gross investment income - Interest paid for securities sold under agreements to repurchase)/((Investment assets at the beginning of the period - Securities sold under agreements to repurchase at the beginning of the period + Investment assets at the end of the period – Securities sold under agreements to repurchase at the end of the period)/2) Gross investment yield including net share of profit of associates and joint ventures = (Gross investment income + Net share of profit of associates and joint ventures – Interest paid for securities sold under agreements to repurchase)/((Investment assets at the beginning of the period + Investments in associates and joint ventures at the beginning of the period - Securities sold under agreements to repurchase at the beginning of the period + Investment assets at the end of the period + Investments in associates and joint ventures at the end of the period - Securities sold under agreements to repurchase at the end of the period)/2) China Life Insurance Company Limited Annual Report 2017 29 and Analysis Management Discussion 3. The balances of the Company's fixed income investment and equity investment increased along with the continuous expansion of its investment scale. In 2017, the interest income from investment portfolios grew steadily, the net fair value gains through profit or loss increased, and the gross investment income increased by 19.3% from 2016. During the Reporting Period, the Company's net investment income was RMB122,796 million, an increase of RMB13,589 million from 2016, and the net investment yield was 4.91%, an increase of 0.25 percentage point from 2016; the gross investment income was RMB129,021 million, an increase of RMB20,870 million from 2016, and the gross investment yield was 5.16%, an increase of 0.55 percentage point from 2016; the gross investment yield including net share of profit of associates and joint ventures was 5.16%, an increase of 0.47 percentage point from 2016; the comprehensive investment yield taking into account the current net fair value changes of available-for-sale securities recognised in other comprehensive income was 4.55%, an increase of 2.12 percentage points from 2016. Major Investments During the Reporting Period, there was no material equity investment or non-equity investment of the Company that is subject to disclosure requirements. (IV) Operational Support and Customer Services Adhering to the “customer-oriented” operating concept, the Company has consistently pushed forward the product diversification development strategy and made greater efforts in developing protection-oriented and long-term saving products so as to meet multifarious insurance demands of customers. In 2017, through construction of the “New Generation of Integrated Business Processing System”, the Company focused on the critical needs of customer service and key problems restricting the improvement of management efficiency, optimized 159 sub-processes, established a customer experience management system and greatly pushed forward transformation of its operational service system into a more digitalized and intelligent one. The efficiency and convenience of customer services was significantly improved. 95% of policy services could be processed online and the percentage of policy conservation through online channels increased by 15 percentage points year-on-year. Mobile claims settlements were available at all service centers, with the number of the claims settled increased by nearly 10 times year-on-year. As the Company adopted fast- track claims settlement, the number of claims settled increased by 4.5 times year-on-year. The use of the "Smart Voice Navigation” system has shortened customers' waiting time by 65%, and the launch of “Smart Customer Service" system enabled quick responses to customer service requests. 19.16 million return visits were made by customers via WeChat or “China Life E-Bao”, which replaced 50.3% of return visits by telephone, and 15.98 million policy receipts were sent via WeChat, which replaced 86% of receipts delivered by agents. The Company actively participated in the offsite settlement and reimbursement for medical services across provinces under the New Village Cooperative Medical Scheme launched by the National Health and Family Planning Commission, facilitating offsite settlement for patients by building a unified settlement platform. The Company continued to introduce various services to customers. It took the lead in the industry in rolling out intelligent robots to provide various smart services to customers at counter, which integrated insurance services with artificial intelligence. The Company put more efforts in carrying out activities of customer care services by building the “China Life Health Platform”, launching new services such as chronic disease management, in-patient and out-patient consulting and health consulting services, and organizing nearly 20,000 online and offline activities on a variety of topics such as health, sports and parents-children relationship. In addition, the Company continued to broaden the scope for the global emergency assistance services and VIP services in order to satisfy the multi-layer and personalized demands of customers. 30 China Life Insurance Company Limited Annual Report 2017 II. ANALYSIS OF MAJOR ITEMS OF THE CONSOLIDATED FINANCIAL STATEMENTS (I) Analysis of Major Items of the Consolidated Statement of Comprehensive Income 1. Revenues For the year ended 31 December RMB million 2017 2016 Change 6,333 0 restricted Investment properties 31 December As at RMB million 31 December 2017 As at Note Including: Residual margin^ Total of insurance contracts Accident insurance Health insurance Life insurance Insurance Contracts 2016 * 36 Interest-bearing loans and other borrowings include a five-year bank loan of GBP275 million with a maturity date on 17 June 2019, a three-year bank loan of USD970 million with a maturity date on 27 September 2019, a three-year bank loan of USD940 million with a maturity date on 30 September 2019 and a one-month bank loan of EUR100 million with a maturity date on 11 January 2018. All the above are fixed rate loans. A three-year loan of EUR400 million with a maturity date on 6 December 2020, which is floating rate loan. Note: Affected by a decrease in the fair value of available-for-sale securities -37.3% 7,768 4,871 Deferred tax liabilities debts Redemptions of subordinated N/A 37,998 China Life Insurance Company Limited Annual Report 2017 1,914,597 102,190 8,346 1,762,363 77,837 China Life Insurance Company Limited Annual Report 2017 38 We believe that our sources of liquidity are sufficient to meet our current cash requirements. Our principal cash outflows primarily relate to the payables for the liabilities associated with our various life insurance, annuity, accident insurance and health insurance products, operating expenses, income taxes and dividends that may be declared and paid to our equity holders. Cash outflows arising from our insurance activities primarily relate to benefit payments under these insurance products, as well as payments for policy surrenders, withdrawals and policy loans. Liquidity Uses 2. Our investment portfolio also provides us with a source of liquidity to meet unexpected cash outflows. We are also subject to market liquidity risk due to the large size of our investments in some of the markets in which we invest. In some circumstances, some of our holdings of investment securities may be large enough to have an influence on the market value. These factors may adversely affect our ability to sell these investments or sell them at a fair price. Our cash and bank deposits can provide us with a source of liquidity to meet normal cash outflows. As at the end of the Reporting Period, the balance of cash and cash equivalents was RMB48,586 million. In addition, the vast majority of our term deposits in banks allow us to withdraw funds on deposits, subject to a penalty interest charge. As at the end of the Reporting Period, the amount of term deposits was RMB449,400 million. Our cash inflows mainly come from insurance premiums, income from non-insurance contracts, interest income, dividend and bonus, and proceeds from sales and maturity of investment assets. The primary liquidity risks with respect to these cash inflows are the risk of surrender by contract holders and policyholders, as well as the risks of default by debtors, interest rate fluctuations and other market volatilities. We closely monitor and manage these risks. Liquidity Sources 1. (III) Analysis of Cash Flows Management Discussion and Analysis Annual Report 2017 37 China Life Insurance Company Limited Management Discussion and Analysis As at the end of the Reporting Period, equity holders' equity was RMB320,933 million, a 5.7% increase from the end of 2016. This was primarily due to the combined impact of total comprehensive income and profit distribution during the Reporting Period. Equity Holders' Equity 3. As at the date of the statement of financial position, the reserves of various insurance contracts of the Company passed the liability adequacy test. Note: The residual margin is a component of insurance contract reserve, which results in no Day 1 gain at the initial recognition of an insurance contract. The residual margin is set to zero if it is negative. The growth of residual margin arises mainly from new business. 515,374 1,847,986 2,025,133 607,941 7,786 Bonds payable 6,183 An increase in borrowings in foreign currency other borrowings 1,847,986 2,025,133 Insurance contracts* Main Reasons for Change Change As at 31 December 2016 December 2017 As at 31 RMB million Major Liabilities 2. Management Discussion 9.6% and Analysis 35 Annual Report 2017 China Life Insurance Company Limited New investments in associates and joint ventures 34.8% 119,766 161,472 Investments in associates and joint ventures An increase in investment properties 157.3% 1,191 3,064 55 The accumulation of insurance Investment contracts 232,500 16.2% 16,170 18,794 Interest-bearing loans and balances payable An increase in maturities payable 14.8% 39,038 44,820 Annuity and other insurance dividends payable Dividends paid to policyholders -4.3% 87,725 83,910 Policyholder management An increase in the scale of certain investment contract accounts The needs for liquidity business and renewal business liabilities from new insurance agreements to repurchase 7.7% 81,088 87,309 Securities sold under 18.8% 195,706 Note (7,094) N/A profit or loss 2017 2016 Change Profit before income tax 41,671 23,842 74.8% Life insurance 29,315 14,732 99.0% business For the year ended 31 December RMB million The impact of a fairly fast increase in investment income and the update on the discount rate assumption for reserves of traditional insurance contracts An increase in investment income Health insurance business 3,246 2,093 55.1% Accident insurance 528 852 -38.0% business Fluctuation in claims expenses of certain businesses Main Reasons for Change Profit before Income Tax 3. 34 4,767 -3.5% Administrative expenses 35,953 31,854 12.9% Other expenses 6,426 4,859 32.2% Statutory insurance 1,068 1,048 1.9% fund contribution An increase in investment yield from participating accounts An increase in underwriting costs for regular premium business due to the growth of the Company's business and the optimization of its business structure A decrease in interest paid due to redemptions of subordinated debts The growth of business Payable to third party holders of consolidated structured entities and the change of foreign exchange rates applicable to the currency for foreign assets and liabilities The growth of insurance business China Life Insurance Company Limited Annual Report 2017 33 and Analysis Management Discussion Other businesses 4,601 8,582 39.2% 810,734 766,423 5.8% An increase in the allocation securities of stocks in available-for-sale securities and Analysis Management Discussion Securities at fair 136,809 209,124 -34.6% Available-for-sale value through Securities purchased 36,185 43,538 -16.9% A decrease in the scale of commercial papers fair value through profit or loss The needs for liquidity in bonds at under agreements management to resell profit or loss An increase in the allocation of financial bonds securities 20.6% Affected by an increase in net share of profit of associates and joint ventures 4. Income Tax 5. During the Reporting Period, income tax of the Company was RMB8,919 million, a year-on- year increase of 109.5%. This was primarily due to the combined impact of the taxable income and deferred tax. Net Profit During the Reporting Period, net profit attributable to equity holders of the Company was RMB32,253 million, a year-on-year increase of 68.6%. This was primarily due to the impact of a fairly fast increase in investment income and the update on the discount rate assumption for reserves of traditional insurance contracts. China Life Insurance Company Limited Annual Report 2017 (II) Analysis of Major Items of the Consolidated Statement of Financial Position 1. Major Assets RMB million As at 31 December 2017 As at 31 December 2016 Change Main Reasons for Change Investment assets 2,591,652 Term deposits 449,400 2,453,283 538,325 5.6% -16.5% The maturity of certain term deposits Held-to-maturity 717,037 594,730 6,165 Cash and cash Finance costs 24.5% An increase in interest income resulting from the growth of allocation in financial bonds A decrease in interest income resulting from the reducing scale of deposits An increase in interest income from the increasing scale of trust schemes A decrease in the scale of securities purchased under agreements to resell Investment income from 46,627 37,243 25.2% income from available-for-sale equity investment available-for-sale Investment income from 30,669 24,854 23.4% held-to-maturity securities Investment income 23,827 27,851 -14.4% from bank deposits Investment income securities An increase in dividend profit or loss A decrease in interest income resulting from the reducing scale of commercial papers in bonds at fair value through Other income 7,493 6,460 16.0% An increase in spread income and fair value of stocks in securities at fair value through profit or loss An increase in commission fees earned from CLP&C China Life Insurance Company Limited and Analysis Management Discussion Annual Report 2017 31 and Analysis Management Discussion 32 * Investment Income For the year ended 31 December 2017 2016 Change Investment income from 4,538 6,210 -26.9% securities at fair value through profit or loss RMB million Main Reasons for Change 16,320 policy acquisition costs 12,018 from loans 50,624 40,513 25.0% An increase in the scale of health insurance business Accident insurance 6,009 5,610 7.1% business Investment contract benefits 8,076 5,316 Health insurance business 51.9% certain businesses An increase in the scale of investment contracts Policyholder dividends 21,871 15,883 37.7% resulting from participation in profits Underwriting and 64,789 52,022 Fluctuation in claims expenses of insurance business An increase in the scale of life 13.4% Other investment income 746 971 -23.2% Total 122,727 109,147 12.4% China Life Insurance Company Limited Annual Report 2017 and Analysis Management Discussion 2. Benefits, Claims and Expenses For the year ended 31 December RMB million 2017 2016 Change Main Reasons for Change Insurance benefits and 466,043 407,045 14.5% claims expenses Life insurance business 409,410 360,922 35.8% China Life Insurance Company Limited Annual Report 2017 Note: FYP (First Year Premium) is the written premium used for calculation of the value of one year's sales and APE (Annual Premium Equivalent) is calculated as the sum of 100 percent of first year regular premiums and 10 percent of single premiums. As at 31 December As at 31 December 15,000 3.53% is held by AMC held by the Company, and 14 3,922 70.74% is 3,400 Property loss insurance; liability insurance; credit insurance and bond insurance; short-term health insurance and accident insurance; reinsurance of the above insurance businesses; business for the use of insurance funds that are permitted by applicable PRC laws and regulations; other business permitted by the CIRC Group pension insurance and annuity; individual pension insurance and annuity; short-term health insurance; accident insurance; reinsurance of the above insurance businesses; business for the use of insurance funds that are permitted by applicable PRC laws and regulations; pension insurance asset management product business; management of funds in RMB or foreign currency as entrusted by entrusting parties for the retirement benefit purpose; other businesses permitted by the CIRC Management and utilization of proprietary funds; acting as agent or trustee for asset management business; consulting business relevant to the above businesses; other asset management business permitted by applicable PRC laws and regulations China Life Property and Casualty Insurance Company Limited China Life Pension Company Limited China Life Asset Management Company Limited 40% 1,126 9,237 60% 4,000 Assets Net Assets Net Profit Total Shareholding Registered Capital RMB million Major Business Scope Company Name (III) Business Operations of Our Main Subsidiaries and Affiliates China Life Insurance Company Limited Annual Report 2017 40 8,339 79,601 20,463 820 20 In 2018, the Company will consistently strengthen its analysis of macro-economic trends and complex risk factors, and strive to maintain its continuous and healthy growth. The major risk factors which may have an impact on the Company's future development strategy and business objectives are set below: (III) Major potential risks and measures in relation thereto and Analysis Management Discussion 42 China Life Insurance Company Limited Annual Report 2017 In 2018, the Company will firmly stick to the general keynote of “making steady progress" and the due role of insurance in protection. With the “13th Five-Year Plan” of the Company as its guideline, the Company will adhere to the operating guideline of “prioritizing value, strengthening sales force, optimizing business structure, achieving stable growth and safeguarding against risks” in accordance with the requirement of high-quality development, and implement the innovation-driven development strategy. The Company will push forward the “Three Strategies” in relation to the development of individual insurance and markets in large-and medium-sized cities and rural areas, and make great efforts to accomplish the five major tasks of "transforming sales management model, adjusting business structure, revitalizing and taking lead in large and medium-sized cities, building technology-driven China Life and preventing and controlling risks”, so as to achieve all the targets set for the year. The Company will seek to maintain steady business development and its leading market position, achieve a fast growth of protection-oriented products, and further optimize its business structure. The Company will strive to achieve a steady growth in the number of productive agents with the quality of sales force further improved, continuously improve the operational and service capabilities with deepened technology innovation, and ensure stable and healthy operation by effectively preventing and controlling risks, thus facilitating the Company's progress in all aspects with high-quality development. (II) Development strategies and business plans year 2018 marks the 40th anniversary of China's reform and opening-up. With the focus on changes in major social contradiction, China will promote changes in quality, efficiency and motivation according to the requirement of high-quality development. It is expected that China's economic development will remain stable in general with structures becoming more balanced. In particular, it is expected that China will make steady progresses in prevention and mitigation of major risks, targeted poverty alleviation and pollution prevention and control, and achieve a healthy social and economic development, which will provide a stable and good development environment for the insurance industry. In the new era, people's demands for insurance protections and wealth management increase rapidly, with their focus on more diversified insurance products. Online and offline purchases are further integrated, and more differentiated and personalized services are required with people's increased demands on their service experiences. The Chinese government highly values the development of modern service industries such as pension and health, attaches more importance to the use of insurance mechanism to support and supplement public services, increases the protection level of supplementary major medical expenses insurance and basic medical insurances, actively promotes tax preferential health insurances, and carries out pilot long-term care insurance programs and pilot individual income tax deferred pension insurance programs, which enables the insurance industry to play a more important role in economic improvement in terms of quality and efficiency, people's well- being protection and social governance. Aiming to serve the real economy, safeguard against risks and push forward in-depth reforms, the regulatory authorities strive to promote the development of market standards in an orderly manner and to constantly improve the capabilities of the industry to better serve economic and social development by strengthening supervision and promoting transformation. The (I) Market environment FUTURE PROSPECT AND RISK ANALYSIS (http://www.hkexnews.hk). For the performance by the Company of its corporate social responsibility during the Reporting Period, please refer to the 2017 Corporate Social Responsibility Report separately disclosed by the Company on the website of the SSE (http://www.sse.com.cn) and the HKExnews website of the Hong Kong Exchanges and Clearing Limited V. IV. PERFORMANCE OF THE CORPORATE SOCIAL RESPONSIBILITY Management Discussion and Analysis 41 China Life Insurance Company Limited Annual Report 2017 Details of structured entities controlled by the Company is set out in the Note 40(c) to the Consolidated Financial Statements in this annual report. (IV) Structured Entities Controlled by the Company Note: For details, please refer to Note 8 and Note 33(e) in the Notes to the Consolidated Financial Statements in this annual report. 10,204 43.686% 2,072,915 113,846 15,402 The businesses approved by the China Banking Regulatory Commission including commercial banking businesses such as public and private deposits, loans, payment and settlement, and capital business China Guangfa Bank Co., Ltd. Management Discussion and Analysis During the Reporting Period, there was no sale of material assets and equity of the Company. Firstly, risks relating to business. Since 2016, the Chinese financial regulatory authorities launched a series of stringent regulations to deal with irregularities with unprecedented efforts. In long term, the “stringent supervision” will further regulate the industry and create a favorable environment for the healthy development of the industry; in short term, the Company will face greater pressure in its transformation and risk prevention and control. With the market interest rate remaining at a high level and cross-sector competition existing in the financial market, the competitiveness of savings-type insurance products will decline. The Company will be under certain pressures in maintaining a faster business growth, and may face more uncertainties and complexities. (II) Sale of Material Assets and Equity Note: The China Risk Oriented Solvency System was formally implemented on 1 January 2016. This table is compiled according to the rules of the system. Change in account balance of securities sold under agreements The adjustment of investment asset structure and an increase in the allocation of bonds with long duration and debt-type financial products securities at fair value through profit or loss from financing activities N/A 6,270 (45,595) Net cash inflows/(outflows) from investing activities 65.9% (104,703) (173,676) Net cash inflows/(outflows) to repurchase from time to time as a result of liquidity The change in the scale of 89,098 200,990 Net cash inflows/(outflows) from operating activities Main Reasons for Change Change 2016 2017 RMB million For the year ended 31 December Management Discussion and Analysis The Company has established a cash flow testing system, and conducts regular tests to monitor the cash inflows and outflows under various scenarios and adjusts the asset portfolio accordingly to ensure sufficient sources of liquidity. 3. Consolidated Cash Flows 125.6% management activities Foreign exchange gains/ (losses) on cash and cash equivalents Net decrease in cash and cash equivalents (179) Comprehensive solvency ratio 297.16% 277.65% 280.34% 277.61% 228,080 254,503 677,768 706,623 639,396 706,516 2016 2017 RMB million Core solvency ratio Minimum capital Core capital Actual capital (I) Solvency Ratio An insurance company shall have the capital commensurate with its risks and business scale. According to the nature and capacity of loss absorption by capital, the capital of an insurance company is classified into the core capital and the supplementary capital. The core solvency ratio is the ratio of core capital to minimum capital, which reflects the adequacy of the core capital of an insurance company. The comprehensive solvency ratio is the ratio of the sum of core capital and supplementary capital to minimum capital, which reflects the overall capital adequacy of an insurance company. The following table shows our solvency ratios as at the end of the Reporting Period: III. OTHER ANALYSIS Management Discussion and Analysis 39 Annual Report 2017 China Life Insurance Company Limited 104.0% (9,050) (18,460) N/A 285 As at the end of the Reporting Period, the Company's comprehensive solvency ratio decreased by 19.51 percentage points from the end of 2016. The decrease in the Company's solvency ratio was due to the impact of various factors, including the development of the Company's insurance business and the redemptions of subordinated debts. Secondly, risks relating to investments and profitability. In the event that the domestic and international economies do not develop as expected, the volatility of financial markets may become greater and the market risks relating to investment portfolios and credit risk may rise. The Company may develop new investment channels, utilize new investment vehicles or appoint new investment managers, which may expose the Company to new risks. All of the above factors may affect the Company's investment income and the book value of its assets. Moreover, some of the Company's assets are held in foreign currencies, which may give rise to the risk of exchange gains and losses arising from exchange rate fluctuations. In addition, the operational and financial risks of associated enterprises and the fluctuation in their profitability may undermine the expected returns on investment, which may have certain impacts on the Company's profitability. 3,086 It is expected that the Company will have sufficient capital to meet its insurance business expenditures and new investment needs in general in 2018. At the same time, if there is any further capital demand, the Company will make corresponding financing arrangements based on capital market conditions to further implement its future business development strategies. 2,610 6,536 46,326 53,170 Note: Numbers may not be additive due to rounding. Total Group Insurance Channel Bancassurance Channel Exclusive Individual Agent Channel 2016 31 December 31 December 2017 RMB million Channel Value of One Year's Sales by Channel Table 2 The value of one year's sales for the 12 months ended 31 December 2017 by channel is shown below: VALUE OF ONE YEAR'S SALES BY CHANNEL Embedded Value 47 Annual Report 2017 China Life Insurance Company Limited Embedded Value Note: Numbers may not be additive due to rounding. 49,311 60,117 Value of One Year's Sales after Cost of Required Capital (F + G) H (4,641) 375 (4,510) 49,311 The new business margin of one year's sales for the 12 months ended 31 December 2017 by channel is shown below: 1.1% 1.1% 1.0% 1.1% 10.2% 23.2% 3.0% 8.0% 51.2% 47.3% 51.1% 47.2% 2016 2017 2016 2017 31 December 31 December 31 December 31 December By APE By FYP Group Insurance Channel Bancassurance Channel Exclusive Individual Agent Channel As such, the Company will keep a close eye on market development, maintain its strategic consistency and tactical flexibility, consider development as its first priority, put more efforts in pushing forward transformation and upgrade and consolidating its development foundation, conduct its business in strict compliance with laws and regulations, and properly address challenges from all aspects, so as to ensure a stable and healthy development of the Company. 48 New Business Margin of One Year's Sales by Channel Table 3 410 60,117 Cost of Required Capital Channel 53,952 SUMMARY OF RESULTS China Life Insurance Company Limited Annual Report 2017 46 Other operating assumptions such as mortality, morbidity, lapses and expenses are based on the Company's recent operating experience and expected future outlook. Economic assumptions: The calculations are based upon assumed corporate tax rate of 25% for all years. The investment return is assumed to be 5%. 13% grading to 17% (remaining level thereafter) of the investment return is assumed to be exempt from income tax. These investment return and tax exempt assumptions are based on the Company's strategic asset mix and expected future returns. The risk-adjusted discount rate used is 10%. ASSUMPTIONS The embedded value and the value of one year's sales were prepared by China Life Insurance Company Limited in accordance with the “CAA Standards of Actuarial Practice: Appraisal of Embedded Value” issued by the China Association of Actuaries ("CAA") in November 2016. Willis Towers Watson, an international firm of consultants, performed a review of China Life's embedded value. The review statement from Willis Towers Watson is contained in the "Willis Towers Watson's review opinion report on embedded value" section. PREPARATION AND REVIEW The value of in-force business and the value of one year's sales have been determined using a traditional deterministic discounted cash flow methodology. This methodology makes implicit allowance for the cost of investment guarantees and policyholder options, asset/liability mismatch risk, credit risk, the risk of operating experience's fluctuation and the economic cost of capital through the use of a risk-adjusted discount rate. The "value of in-force business" and the “value of one year's sales” are defined here as the discounted value of the projected stream of future shareholders' interest in distributable earnings for existing in-force business at the valuation date and for one year's sales in the 12 months immediately preceding the valuation date. The market value of assets can fluctuate significantly over time due to the impact of the prevailing market environment. Hence the adjusted net worth can fluctuate significantly between valuation dates. Net-of-tax adjustments for relevant differences between the market value and the book value of assets, together with relevant net-of-tax adjustments to certain liabilities. Net assets, defined as assets less corresponding policy liabilities and other liabilities valued; and “Adjusted net worth” is equal to the sum of: The embedded value of a life insurer is defined as the sum of the adjusted net worth and the value of in-force business allowing for the cost of required capital. Embedded Value 45 China Life Insurance Company Limited Annual Report 2017 The values shown below do not consider the future financial impact of transactions between the Company and CLIC, CLI, AMC, Pension Company, CLP&C, and etc. Also, the calculation of embedded value and value of one year's sales involves substantial technical complexity and estimates can vary materially as key assumptions are changed. Therefore, special care is advised when interpreting embedded value results. It is important to note that actuarial standards with respect to the calculation of embedded value are still evolving. There is still no universal standard which defines the form, calculation methodology or presentation format of the embedded value of an insurance company. Hence, differences in definition, methodology, assumptions, accounting basis and disclosures may cause inconsistency when comparing the results of different companies. China Life Insurance Company Limited believes that reporting the Company's embedded value and value of one year's sales provides useful information to investors in two respects. First, the value of the Company's in-force business represents the total amount of shareholders' interest in distributable earnings, in present value terms, which can be expected to emerge over time, in accordance with the assumptions used. Second, the value of one year's sales provides an indication of the value created for investors by new business activity based on the assumptions used and hence the potential of the business. However, the information on embedded value and value of one year's sales should not be viewed as a substitute of financial measures under the relevant accounting basis. Investors should not make investment decisions based solely on embedded value information and the value of one year's sales. China Life Insurance Company Limited prepares financial statements to public investors in accordance with the relevant accounting standards. An alternative measure of the value and profitability of a life insurance company can be provided by the embedded value method. Embedded value is an actuarially determined estimate of the economic value of the life insurance business of an insurance company based on a particular set of assumptions about future experience, excluding the economic value of future new business. In addition, the value of one year's sales represents an actuarially determined estimate of the economic value arising from new life insurance business issued in one year based on a particular set of assumptions about future experience. BACKGROUND Embedded Value Embedded Value 43 China Life Insurance Company Limited Annual Report 2017 G The embedded value as at 31 December 2017 and the value of one year's sales for the 12 months ended 31 December 2017, the corresponding results as at 31 December 2016 are shown below: Table 1 DEFINITIONS OF EMBEDDED VALUE AND VALUE OF ONE YEAR'S SALES RMB million 64,627 Components of Embedded Value and Value of One Year's Sales Value of One Year's Sales before Cost of Required Capital F 652,057 734,172 Embedded Value (A + D) E 302,530 Value of In-Force Business after Cost of Required Capital (B+ C) D (29,787) (35,050) Cost of Required Capital 363,673 A 31 December C 31 December 2017 2016 Adjusted Net Worth 370,500 ITEM 349,528 B Value of In-Force Business before Cost of Required Capital 398,723 332,317 10% decrease in mortality rate for non-annuity products and 10% decrease in mortality rate for annuity products 361,113 59,400 7. 8. 10% increase in mortality rate for non-annuity products 10. 363,021 366,227 60,835 9. 10% increase in lapse rates 10% decrease in lapse rates 63,356 59,149 and 10% increase in mortality rate for annuity products 368,460 Investment return +50bps 6. Risk discount rate -50bps 2. 364,137 380,622 62,964 3. 425,453 68,690 4. Investment return -50bps 302,186 53 51,558 5. 10% increase in expenses 358,884 56,878 10% decrease in expenses 61,030 the EV Results have been prepared, in all material respects, in accordance with the methodology and assumptions set out in the Embedded Value section. 10% increase in morbidity rates a review of the results of China Life's calculation of the EV Results. In carrying out our review, we have relied on the accuracy of audited and unaudited data and information provided by China Life. Embedded Value Opinion Based on the scope of work above, we have concluded that: the embedded value methodology used by China Life is in accordance with the “CAA Standards of Actuarial Practice: Appraisal of Embedded Value” issued by the CAA; the economic assumptions used by China Life are internally consistent, have been set with regard to current economic conditions, and have made allowance for the company's current and expected future asset mix and investment strategy; the operating assumptions used by China Life have been set with appropriate regard to past, current and expected future experience; and For and on behalf of Willis Towers Watson Michael Freeman 22 March 2018 Benjamin Chen China Life Insurance Company Limited Annual Report 2017 51 Significant Events Material Litigations or Arbitrations 57,470 Major Connected Transactions a review of the economic and operating assumptions used to develop the embedded value and value of one year's sales as at 31 December 2017; 11. a review of the methodology used to develop the embedded value and value of one year's sales as at 31 December 2017, in accordance with the "CAA Standards of Actuarial Practice: Appraisal of Embedded Value" issued by the China Association of Actuaries ("CAA") in November 2016; scope 358,936 58,997 12. 10% decrease in morbidity rates 368,448 61,235 13. Using 2016 EV appraisal assumptions 357,052 60,114 China Life Insurance Company Limited Annual Report 2017 WILLIS TOWERS WATSON'S REVIEW OPINION REPORT ON EMBEDDED VALUE To The Directors of China Life Insurance Company Limited China Life Insurance Company Limited (“China Life") has prepared embedded value results as at 31 December 2017 ("EV Results"). The disclosure of these EV Results, together with a description of the methodology and assumptions that have been used, are shown in the Embedded Value section. China Life has engaged Towers Watson Management Consulting (Shenzhen) Co. Ltd. Beijing Branch ("Willis Towers Watson") to review its EV Results. This report is addressed solely to China Life in accordance with the terms of our engagement letter, and sets out the scope of our work and our conclusions. To the fullest extent permitted by applicable law, we do not accept or assume any responsibility, duty of care or liability to anyone other than China Life for or in connection with our review work, the opinions we have formed, or for any statement set forth in this report. Scope of work Our of work covered: 347,884 53 1. J Other K Shareholder Dividend Distribution and Capital Injection Embedded Value as at 31 December 2017 (sum A through J) Notes: 1) Numbers may not be additive due to rounding. I 2) B RMB million 652,057 52,472 60,117 529 (4,280) Items B through J are explained below: Exchange Gains or Losses H Market Value and Other Adjustments Material Contracts and Table 4 Analysis of Embedded Value Movement in 2017 ITEM A Embedded Value at the Start of Year B Expected Return on Embedded Value C Value of New Business in the Period D Operating Experience Variance E Investment Experience Variance F Methodology, Model and Assumption Changes G (5,926) (11,549) (459) (7,164) 49 Embedded Value 50 50 SENSITIVITY RESULTS Sensitivity tests were performed using a range of alternative assumptions. In each of the sensitivity tests, only the assumption referred to was changed, with all other assumptions remaining unchanged. The results are summarized below: Table 5 Sensitivity Results RMB million Value of In-Force Business after Cost of Value of One Year's Required Capital Sales after Cost of Required Capital Base case scenario 363,673 60,117 Embedded Value Risk discount rate +50bps China Life Insurance Company Limited Annual Report 2017 J (1,625) 734,172 Reflects expected impact of covered business, and the expected return on investments supporting the 2017 opening net worth. C Value of one year's sales for the 12 months ended 31 December 2017. D Reflects the difference between actual operating experience in 2017 (including mortality, morbidity, lapse, and expenses etc.) and the assumptions. E Compares actual with expected investment returns during 2017. F Reflects the effects of appraisal methodology and model enhancement, and assumption changes. G Change in the market value adjustment from the beginning of year 2017 to 31 December 2017 and other adjustments. H Reflects the gains or losses due to changes in exchange rate. I Reflects dividends distributed to shareholders during 2017. Other miscellaneous items. Their Performance 56 MOVEMENT ANALYSIS Since 30 November 2003, CLIC and AMC have from time to time entered into asset management agreements. The renewed agreement between the parties expired on 31 December 2015. On 30 December 2015, CLIC and AMC entered into the 2016 asset management agreement, with an entrustment term from 1 January 2016 to 31 December 2018. Pursuant to the agreement, AMC agreed to invest and manage assets entrusted to it by CLIC, on a discretionary basis, subject to the investment guidelines and instructions given by CLIC. In consideration of AMC's services in respect of investing and managing assets entrusted to it by CLIC under the agreement, CLIC agreed to pay AMC a service fee. For details as to the method of calculation of the service fee, please refer to Note 33 in the Notes to the Consolidated Financial Statements. The annual caps for the three years ending 31 December 2018 are RMB320 million, RMB310 million and RMB300 million, respectively. For the year ended 31 December 2017, CLIC paid AMC a service fee of RMB106.79 million. Asset Management Agreement for Alternative Investments between the Company and CLI Since 22 March 2013, the Company and CLI have from time to time entered into asset management agreements for alternative investments. The renewed agreement between the parties expired on 30 June 2017. As approved by the 2016 Annual General Meeting of the Company, the Company and CLI entered into the 2017-2018 asset management agreement for alternative investments on 30 June 2017, with retrospective effect from 1 January 2017 until 31 December 2018. Pursuant to the agreement, CLI agreed to invest and manage assets entrusted to it by the Company (including equity, real estate, related financial products and securitization financial products), on a discretionary basis, within the scope of utilization of insurance funds as specified by regulatory authorities and in accordance with the requirements of applicable laws and regulations and the investment guidelines given by the Company, and the Company agreed to pay CLI an investment management service fee, a floating management fee and a performance-based bonus. For details as to the method of calculation of the investment management service fee, floating management fee and performance-based bonus, please refer to Note 33 in the Notes to the Consolidated Financial Statements. In addition, the assets entrusted by the Company to CLI will also be partially used for the subscription of the related financial products established and issued by CLI or of which CLI has participated in the establishment and issuance, and such related financial products will be limited to infrastructure investment schemes and project asset-backed schemes. China Life Insurance Company Limited Annual Report 2017 55 Significant Events The contractual amount of the assets entrusted by the Company to CLI for investment and management will not exceed RMB550,000 million or its equivalent in foreign currency (including the contractual amount of the assets already entrusted prior to the execution of the agreement and the contractual amount of the assets newly entrusted during the term of the agreement) as at the expiry date of the agreement. In particular, the annual cap on the contractual amount of the assets newly entrusted for investment and management for 2017 is RMB200,000 million or its equivalent in foreign currency (including the annual cap of RMB80,000 million or its equivalent in foreign currency for the subscription of the related financial products, and the annual cap of RMB100,000 million or its equivalent in foreign currency in respect of the contractual amount of the assets newly entrusted by the Company in its co-investments with CLIC and CLP&C), and the annual cap on the amount of the investment management service fee, floating management fee and performance-based bonus is RMB630 million or its equivalent in foreign currency; the annual cap on the contractual amount of the assets newly entrusted for investment and management for 2018 is RMB200,000 million or its equivalent in foreign currency (including the annual cap of RMB80,000 million or its equivalent in foreign currency for the subscription of the related financial products, and the annual cap of RMB100,000 million or its equivalent in foreign currency in respect of the contractual amount of the assets newly entrusted by the Company in its co-investments with CLIC and CLP&C), and the annual cap on the amount of the investment management service fee, floating management fee and performance-based bonus is RMB990 million or its equivalent in foreign currency. For the year ended 31 December 2017, the investment management service fee, floating management fee and performance-based bonus paid by the Company to CLI amounted to RMB395.82 million. As at 31 December 2017, the contractual amount of the assets entrusted by the Company to CLI for investment and management was RMB246,193.00 million, among which, for the year of 2017, the contractual amount of the assets newly entrusted by the Company was RMB112,267.00 million (including the contractual amount of RMB0 million for the subscription of the related financial products, and the contractual amount of the assets newly entrusted by the Company of RMB0 million in its co-investment with CLIC and CLP&C). The following analysis tracks the movement of the embedded value from the start to the end of the Reporting Period: Significant Events 3. 4. Insurance Sales Framework Agreement Since 18 November 2008, the Company and CLP&C have from time to time entered into insurance sales framework agreements. The renewed agreement between the parties expired on 7 March 2015. On 8 March 2015, the Company and CLP&C entered into the 2015 insurance sales framework agreement, with a term of two years from 8 March 2015. The agreement was automatically extended for another year after its expiry in accordance with its terms. Pursuant to the agreement, CLP&C entrusted the Company to act as an agent to sell selected insurance products within the authorized regions, and agreed to pay an agency service fee to the Company in consideration of the services provided. For details as to the method of calculation of the agency service fee, please refer to Note 33 in the Notes to the Consolidated Financial Statements. The original annual caps for the three years ended 31 December 2017 were RMB1,386 million, RMB1,738 million and RMB2,222 million, respectively. With the approval given at the eighth meeting of the fifth session of the Board, the Company revised the annual caps for the two years ended 31 December 2017 under the 2015 insurance sales framework agreement to RMB3,000 million and RMB5,000 million, respectively. The Company and CLP&C entered into the 2018 insurance sales framework agreement on 31 January 2018, with a term of three years from 8 March 2018 to 7 March 2021. Pursuant to the agreement, CLP&C will continue to entrust the Company to act as an agent to sell selected insurance products within the authorized regions. The annual caps for the three years ending 31 December 2020 were RMB4,260 million, RMB5,540 million and RMB7,050 million, respectively. (3) For the year ended 31 December 2017, CLP&C paid the Company an agency service fee of RMB3,030.41 million. (1) Framework Agreement between the Company and AMP The Company and AMP entered into the “Framework Agreement in relation to Subscription and Redemption of Fund Products, Sale of Funds, Asset Management for Specific Clients and Other Daily Transactions" on 30 May 2014. The agreement expired on 31 December 2016. As approved by the First Extraordinary General Meeting 2016 of the Company, the 2017-2019 framework agreement was entered into between the Company and AMP on 30 December 2016 for a term of three years from 1 January 2017 to 31 December 2019. Pursuant to the agreement, the Company and AMP will continue to conduct certain daily transactions, including subscription and redemption of fund products, sales agency services, asset management for specific clients and other daily transactions permitted by laws and regulations. Pricing of the transactions under the agreement shall be determined by the parties through arm's length negotiations with reference to the industry practices. For the three years ending 31 December 2019, the annual cap of the subscription price and corresponding subscription fee for the subscription of fund products is RMB72,600 million; the annual cap of the redemption price and corresponding redemption fee for the redemption of fund products is RMB72,600 million; the annual caps of the sales commission fee and client maintenance fee payable by AMP are RMB700 million, RMB800 million and RMB900 million, respectively; the annual caps of the management fee and performance-based fee payable by the Company for the asset management for specific clients are RMB300 million, RMB400 million and RMB500 million, respectively; and the annual cap of the fees for other daily transactions is RMB100 million. China Life Insurance Company Limited Annual Report 2017 57 Significant Events 58 58 For the year ended 31 December 2017, the subscription price and corresponding subscription fee for the subscription of fund products was RMB10,310.12 million, the redemption price and corresponding redemption fee for the redemption of fund products was RMB12,017.20 million, the sales commission fee and client maintenance fee paid by AMP was RMB0 million, the management fee and performance-based fee paid by the Company for the asset management for specific clients was RMB23.45 million, and the fees for other daily transactions were RMB0.68 million. (2) Framework Agreement between Pension Company and AMP Pension Company and AMP entered into the “Framework Agreement in relation to Subscription and Redemption of Fund Products, Sale of Funds and Other Daily Transactions" on 4 September 2014. The agreement expired on 31 December 2016. As approved by the First Extraordinary General Meeting 2016 of the Company, the 2017-2019 framework agreement was entered into between Pension Company and AMP on 23 December 2016 for a term of three years from 1 January 2017 to 31 December 2019. Pursuant to the agreement, Pension Company and AMP will continue to conduct certain daily transactions, including subscription and redemption of fund products, sales agency services, asset management for specific clients and other daily transactions permitted by laws and regulations. Pricing of the transactions under the agreement shall be determined by the parties through arm's length negotiations with reference to the industry practices. For the three years ending 31 December 2019, the annual cap of the subscription price and corresponding subscription fee for the subscription of fund products is RMB10,000 million; the annual cap of the redemption price and corresponding redemption fee for the redemption of fund products is RMB10,000 million; the annual cap of the sales commission fee and client maintenance fee payable by AMP is RMB100 million; the annual cap of the management fee and performance-based fee payable by Pension Company for the asset management for specific clients is RMB100 million; and the annual cap of the fees for other daily transactions is RMB100 million. For the year ended 31 December 2017, the subscription price and corresponding subscription fee for the subscription of fund products was RMB534.07 million, the redemption price and corresponding redemption fee for the redemption of fund products was RMB1,750.70 million, the sales commission fee and client maintenance fee paid by AMP was RMB0 million, the management fee and performance-based fee paid by Pension Company for the asset management for specific clients was RMB0 million, and the fees for other daily transactions were RMBO million. China Life Insurance Company Limited Annual Report 2017 Framework Agreements with AMP (2) Asset Management Agreement between CLIC and AMC China Life Insurance Company Limited Annual Report 2017 China Life Insurance Company Limited Annual Report 2017 68 69 Restriction on Major Assets 69 Significant Events Significant Events I. MATERIAL LITIGATIONS OR ARBITRATIONS During the Reporting Period, the Company was not involved in any material litigation or arbitration. II. MAJOR CONNECTED TRANSACTIONS (I) Continuing Connected Transactions During the Reporting Period, the following continuing connected transactions were carried out by the Company pursuant to Rule 14A.76(2) of the Rules Governing the Listing of Securities on the HKSE (the “Listing Rules”), including the policy management agreement between the Company and CLIC, the asset management agreement between the Company and AMC, the insurance sales framework agreement between the Company and CLP&C, the framework agreements entered into by CLWM with the Company, CLIC, CLP&C, China Life Insurance (Overseas) Company Limited (“CLO”) and CLI, respectively, and the framework agreement between CLI and AMP. These continuing connected transactions were subject to the reporting, announcement and annual review requirements but were exempt from the independent shareholders' approval requirement under the Listing Rules. CLIC, the controlling shareholder of the Company, holds 60% of the equity interest in CLP&C and 100% of the equity interest in each of CLO and CLI. Therefore, each of CLIC, CLP&C, CLO and CLI constitutes a connected person of the Company. AMC is held as to 60% and 40% by the Company and CLIC, respectively, and is therefore a connected subsidiary of the Company. Each of CLWM and AMP is a subsidiary of AMC, and is therefore a connected subsidiary of the Company. During the Reporting Period, the continuing connected transactions carried out by the Company that were subject to the reporting, announcement, annual review and independent shareholders' approval requirements under Chapter 14A of the Listing Rules included the framework agreements entered into by AMP with the Company, Pension Company, CLIC and CLP&C, respectively, the asset management agreement for alternative investments between the Company and CLI, and the “Framework Agreement in relation to the Subscription and Redemption of Trust Products and Other Daily Transactions” between the Company and Chongqing International Trust Inc. (“"Chongqing Trust”). Such agreements and the transactions thereunder have been approved by the independent shareholders of the Company. Chongqing Trust is an associate of CLIC and CLP&C by virtue of its acting as the trustee of a trust scheme of which CLP&C is a beneficiary, and is therefore also a connected person of the Company pursuant to Rule 14A.13(2) of the Listing Rules. During the Reporting Period, the Company also carried out certain continuing connected transactions, including the asset management agreement between CLIC and AMC, which were exempt from the reporting, announcement, annual review and independent shareholders' approval requirements under Chapter 14A of the Listing Rules. The Company has complied with the disclosure requirements under Chapter 14A of the Listing Rules in respect of the above continuing connected transactions. When conducting the above continuing connected transactions during the Reporting Period, the Company has followed the pricing policies and guidelines formulated at the time when such transactions were entered into. Significant Events Significant Events China Life Insurance Company Limited Annual Report 2017 53 54 For the year ended 31 December 2017, the Company paid AMC a service fee of RMB1,153.58 million. Since 30 November 2003, the Company and AMC have from time to time entered into asset management agreements. The renewed agreement between the parties expired on 31 December 2015. On 29 December 2015, the Company and AMC entered into the 2016 asset management agreement, with a term of three years from 1 January 2016 to 31 December 2018. Pursuant to the agreement, AMC agreed to invest and manage assets entrusted to it by the Company, on a discretionary basis, within the scope granted by the Company and in accordance with the requirements of applicable laws and regulations, regulatory requirements and the investment guidelines given by the Company. In consideration of AMC's services in respect of investing and managing various categories of assets entrusted to it by the Company under the agreement, the Company agreed to pay AMC a service fee. For details as to the method of calculation of the service fee, please refer to Note 33 in the Notes to the Consolidated Financial Statements. The annual cap for each of the three years ending 31 December 2018 is RMB1,500 million. Asset Management Agreement between the Company and AMC (1) Asset Management Agreements Undertakings Since 30 September 2003, the Company and CLIC have from time to time entered into policy management agreements. The renewed agreement between the parties expired on 31 December 2014. On 29 December 2014, the Company and CLIC entered into the 2015 policy management agreement, with a term from 1 January 2015 to 31 December 2017. Pursuant to the agreement, the Company agreed to provide policy administration services to CLIC relating to the non-transferred policies. The Company acted as a service provider under the agreement and did not acquire any rights or assume any obligations as an insurer under the non-transferred policies. For details as to the method of calculation of the service fee, please refer to Note 33 in the Notes to the Consolidated Financial Statements. The annual cap for each of the three years ended 31 December 2017 was RMB1,037 million. The Company and CLIC entered into the 2018 policy management agreement on 26 December 2017, with a term from 1 January 2018 to 31 December 2020. Pursuant to the agreement, the Company will continue to accept CLIC's entrustment to provide policy administration services relating to the non-transferred policies. The annual cap for each of the three years ending 31 December 2020 is RMB708 million. Policy Management Agreement For the year ended 31 December 2017, the service fee paid by CLIC to the Company amounted to RMB739.56 million. 2. 1. agreement between CLWM and Chongqing Trust, which are subject to the reporting, announcement and annual review requirements but are exempt from the independent shareholders' approval requirement under the Listing Rules. As CLIC holds the entire equity interest in CLEC, CLEC is a connected person of the Company. In addition, after the Reporting Period, the Company also carries out certain continuing connected transactions, including the framework agreements entered into by CLWM with Pension Company and China Life E-commerce Company Limited ("CLEC”), respectively, and the framework CLI and AMP entered into the “Framework Agreement in relation to Subscription and Redemption of Fund Products, Asset Management for Specific Clients and Other Daily Transactions" on 20 December 2017. The agreement became effective upon signing by the parties and will expire on 31 December 2019. Pursuant to the agreement, CLI and AMP will conduct certain daily transactions, including the subscription and redemption of fund products, asset management for specific clients and other daily transactions permitted by laws and regulations. Pricing of the transactions under the agreement shall be determined by the parties through arm's length negotiations with reference to the industry practices. For the three years ending 31 December 2019, the annual caps of the subscription price and corresponding subscription fee for the subscription of fund products are RMB5,000 million, RMB7,000 million and RMB7,000 million, respectively; the annual caps of the redemption price and corresponding redemption fee for the redemption of fund products are RMB5,000 million, RMB7,000 million and RMB7,000 million, respectively; the annual cap of the management fee and performance-based fee payable by CLI for the asset management for specific clients is RMB50 million; and the annual cap of the fees for other daily transactions is RMB50 million. For the year 60 Framework Agreement between CLI and AMP China Life Insurance Company Limited Annual Report 2017 5. Significant Events ended 31 December 2017, the subscription price and corresponding subscription fee for the subscription of fund products was RMB688.02 million, the redemption price and corresponding redemption fee for the redemption of fund products was RMB0 million, the management fee and performance-based fee paid by CLI for the asset management for specific clients was RMB0 million, and the fees for other daily transactions were RMB0 million. For the year ended 31 December 2017, the subscription price for the fund products was RMBO million, the redemption price for the fund products was RMB66.61 million, the subscription fee for the fund products was RMB0 million, the redemption fee for the fund products was RMB0.10 million, the sales commission fee and client maintenance fee paid by AMP was RMB0 million, the management fee and performance-based fee paid by CLP&C for the asset management for specific clients was RMB2.30 million, and the fees for other daily transactions were RMB0.07 million. China Life Insurance Company Limited 59 Annual Report 2017 CLP&C and AMP entered into the “Cooperation Framework Agreement” on 6 June 2014. The agreement expired on 31 December 2016. As approved by the First Extraordinary General Meeting 2016 of the Company, the 2017-2019 framework agreement was entered into between CLP&C and AMP on 22 December 2016 for a term of three years from 1 January 2017 to 31 December 2019. Pursuant to the agreement, CLP&C and AMP will continue to conduct certain daily transactions, including subscription and redemption of fund products, sales agency services, asset management for specific clients and other daily transactions permitted by laws and regulations. Pricing of the transactions under the agreement shall be determined by the parties through arm's length negotiations with reference to the industry practices. For the three years ending 31 December 2019, the annual cap of the subscription price for the fund products is RMB10,000 million; the annual cap of the redemption price for the fund products is RMB10,000 million; the annual cap of the subscription fee for the fund products is RMB100 million; the annual cap of the redemption fee for the fund products is RMB100 million; the annual cap of the sales commission fee and client maintenance fee payable by AMP is RMB100 million; the annual cap of the management fee and performance-based fee payable by CLP&C for the asset management for specific clients is RMB100 million; and the annual cap of the fees for other daily transactions is RMB100 million. Framework Agreement between CLP&C and AMP For the year ended 31 December 2017, the subscription price and corresponding subscription fee for the subscription of fund products was RMB4,082.23 million, the redemption price and corresponding redemption fee for the redemption of fund products was RMB7,617.19 million, and the management fee and performance-based fee paid by CLIC for the asset management for specific clients was RMB20.41 million. Framework Agreement between CLIC and AMP (4) (3) Significant Events Framework Agreements with CLWM Significant Events CLIC and AMP entered into the “Framework Agreement in relation to Subscription and Redemption of Fund Products" on 30 May 2014. The agreement expired on 31 December 2016. As approved by the First Extraordinary General Meeting 2016 of the Company, the 2017-2019 framework agreement was entered into between CLIC and AMP on 16 December 2016 for a term of three years from 1 January 2017 to 31 December 2019. Pursuant to the agreement, CLIC and AMP will continue to conduct certain daily transactions, including subscription and redemption of fund products and asset management for specific clients. Pricing of the transactions under the agreement shall be determined by the parties through arm's length negotiations with reference to the industry practices. For the three years ending 31 December 2019, the annual cap of the subscription price and corresponding subscription fee for the subscription of fund products is RMB10,000 million; the annual cap of the redemption price and corresponding redemption fee for the redemption of fund products is RMB10,000 million; and the annual cap of the management fee and performance-based fee payable by CLIC for the asset management for specific clients is RMB100 million. The Company (as the limited partner) and China Life Properties (as the general partner) entered into the partnership agreement on 19 December 2017 for the formation of Shanghai Wansheng Industrial Partnership (Limited Partnership) (the “Partnership”). The total capital amount of the Partnership is RMB4,160.1 million, of which RMB4,160 million is contributed by the Company and RMB0.1 million is contributed by China Life Properties. The capital raised by the Partnership will be used to acquire 21.4% equity interest in Shanghai Rui Hong Xin Cheng Co., Ltd. from Hollyfield Holdings Limited, through which the Partnership will obtain 49.5% interest in the land use rights corresponding to Lot 10, Lot 3 shopping mall (Hall of the Moon), Lot 6 shopping mall (Hall of the Stars) and phase II shopping mall within the territory of the Rui Hong Xin Cheng Project held by Shanghai Rui Hong Xin Cheng Co., Ltd. management (4) the amounts of the above transactions have not exceeded the relevant annual caps. the transactions were entered into in accordance with the agreements governing those continuing connected transactions, and the terms are fair and reasonable and in the interests of shareholders of the Company as a whole; and (3) (2) the transactions were conducted on normal commercial terms; (1) the transactions were entered into in the ordinary and usual course of business of the Company; The Company's Independent Directors have reviewed the above continuing connected transactions which were subject to the reporting, announcement and/or independent shareholders' approval requirements, and confirmed that: Confirmation by Independent Directors (4) nothing has come to the auditors' attention that causes them to believe that the amounts of the continuing connected transactions have exceeded the total amount of the annual caps set by the Company. (3) nothing has come to the auditors' attention that causes them to believe that the transactions were not entered into, in all material respects, in accordance with the relevant agreements governing such transactions; and for transactions involving the provision of goods or services by the Company, nothing has come to the auditors' attention that causes them to believe that the transactions were not, in all material respects, in accordance with the pricing policies of the Company; (2) (1) nothing has come to the auditors' attention that causes them to believe that the disclosed continuing connected transactions have not been approved by the Company's Board of Directors; The Board has received a comfort letter from the auditor of the Company with respect to the above continuing connected transactions which were subject to the reporting, announcement and/or independent shareholders' approval requirements, and the letter stated that during the Reporting Period: Confirmation by auditor Significant Events 65 China Life Insurance Company Limited Annual Report 2017 CLWM and Chongqing Trust entered into the “Framework Agreement in relation to Daily Connected Transactions" on 29 December 2017, with a term from 1 January 2018 to 31 December 2019. Pursuant to the agreement, CLWM and Chongqing Trust will conduct the subscription of trust products, asset management services, advisory services and other daily transactions permitted by laws and regulations in their ordinary course of business and on normal commercial terms. Pricing of the transactions under the agreement shall be determined by the parties through arm's length negotiations with reference to the industry practices. For each of the two years ending 31 December 2019, the annual cap of the subscription amount of the trust products is RMB10,000 million (including the trustee's remuneration of no more than RMB150 million per year to be received by Chongqing Trust from the trust assets); the annual cap of the management fee for the asset management services is RMB150 million; the annual cap of the advisory fee for the advisory services is RMB150 million; and the annual cap of the fees for other daily transactions is RMB100 million. Framework Agreement between CLWM and Chongqing Trust 66 For the year ended 31 December 2017, the subscription amount of the trust products was RMB8,174.00 million, the redemption amount of the trust products was RMB0 million, and the fees for other daily transactions were RMB0 million. China Life Insurance Company Limited Annual Report 2017 (II) Other Major Connected Transactions Each of Fund GP and China Life Properties is an associate of CLIC and therefore a connected person of the Company. The transactions regarding the formation of the partnerships as described above constituted connected transactions of the Company that were subject to the reporting and announcement requirements but were exempt from the independent shareholders' approval requirement under Rule 14A.76(2) of the Listing Rules. The Company has complied with the disclosure requirements under Chapter 14A of the Listing Rules in respect of such connected transactions. China Life Insurance Company Limited Annual Report 2017 67 (III) Statement on Claims, Debt Transactions and Guarantees etc. with Connected Parties outside the Course of its Business During the Reporting Period, the Company was not involved in claims, debt transactions or guarantees with connected parties outside the course of its business. III. MATERIAL CONTRACTS AND THEIR PERFORMANCE 1. During the Reporting Period, the Company neither acted as trustee, contractor or lessee of other companies' assets, nor entrusted, contracted or leased its assets to other companies, the profit or loss from which accounted for 10% or more of the Company's profits for the Reporting Period, nor were there any such matters that occurred in previous periods but subsisted during the Reporting Period. 2. The Company neither gave external guarantees nor provided guarantees to its non-wholly owned subsidiaries during the Reporting Period. 3. Entrusted wealth management during the Reporting Period or any wealth management occurred in previous periods but subsisted during the Reporting Period: Investment is one of the principal businesses of the Company. The Company has adopted the mode of entrusted investment for management of its investment assets, and established a diversified framework of entrusted investment management with China Life's internal managers playing the key role and the external managers offering effective supports. The internal managers include AMC and its subsidiaries, and CLI. The external managers comprise both domestic and overseas managers, including fund companies, securities companies and other professional investment management institutions. The Company selected different investment managers based on the purpose of allocation of various types of investments, their risk features and the expertise of different managers, so as to establish a great variety of investment portfolios and improve the efficiency of capital utilization. The Company entered into entrusted investment management agreements with all managers and supervised the managers' daily investment performance through the measures such as investment guidelines, asset entrustment and performance appraisals. The Company also adopted risk control measures in respect of specific investments based on the characteristics of different managers and investment products. 4. Except as otherwise disclosed in this annual report, the Company had no other material contracts during the Reporting Period. Significant Events 68 China Life Insurance Company Limited Annual Report 2017 The Company (as the limited partner) entered into the special fund partnership agreement and its supplemental agreement with Fund GP (as the general partner) on 27 November 2017 for the formation of Ningbo Meishan Bonded Port Area Baining Investment Partnership (Limited Partnership) (the “Special Fund Partnership”). The total capital amount raised by the Special Fund Partnership from the limited partner is RMB5,600 million, all of which is contributed by the Company. Following the establishment of the Special Fund Partnership, the Special Fund Partnership and Baidu, Inc. (each as a limited partner) entered into the Baidu fund partnership agreement with Fund GP (as the general partner) on 27 November 2017 for the formation of Ningbo Meishan Bonded Port Area Baishan Investment Management Partnership (Limited Partnership) (the "Baidu Fund Partnership”). The total capital of the Special Fund Partnership will be invested in the Baidu Fund Partnership. The Baidu Fund Partnership will primarily make equity investment or quasi equity investment in private equity projects at the middle to later stages in the internet sector, including internet, mobile internet, artificial intelligence, internet finance, consumption upgrade, and internet+. 2. 1. Formation of Partnership with Ningbo Meishan Bonded Port Area Baiyi Investment Management Partnership (Limited Partnership) ("Fund GP") Significant Events Formation of Partnership with China Life Properties Investment Management Company Limited ("China Life Properties") As approved by the 2016 Annual General Meeting of the Company, the Company and Chongqing Trust entered into the "Framework Agreement in relation to the Subscription and Redemption of Trust Products and Other Daily Transactions” on 21 June 2017. The agreement became effective upon signing by the parties and will expire on 31 December 2019. Pursuant to the agreement, the Company and Chongqing Trust will conduct the subscription and redemption of trust products and other daily transactions permitted by laws and regulations in their ordinary course of business and on normal commercial terms. Pricing of the transactions under the agreement shall be determined by the parties through arm's length negotiations with reference to the industry practices. For the three years ending 31 December 2019, the annual сар of the subscription amount of the trust products is RMB50,000 million (including the trustee's remuneration of no more than RMB500 million per year to be received by Chongqing Trust from the trust assets); the annual cap of the redemption amount of the trust products is RMB4,500 million; and the annual cap of the fees for other daily transactions is RMB100 million. (2) Framework Agreement between CLO and CLWM agency services paid by CLWM, including the sales commission fee, client maintenance fee, handling fee and intermediary fee, were RMB0 million; and the fees for other daily transactions were RMB0.04 million. For the year ended 31 December 2017, the management fee paid by CLP&C for the asset management services was RMB5.83 million; the fees in connection with the sales (4) Significant Events China Life Insurance Company Limited Annual Report 2017 62 CLP&C and CLWM entered into the "Framework Agreement in relation to Asset Management Services and Other Daily Transactions" on 9 March 2016. The agreement became effective upon signing by the parties and expired on 31 December 2017. Pursuant to the agreement, CLP&C and CLWM entered into certain daily transactions, including asset management services, sales agency services for asset management products and other daily transactions permitted by laws and regulations. Pricing of the transactions under the agreement was determined by the parties through arm's length negotiations with reference to the industry practices. For the three years ended 31 December 2017, the annual caps of the management fee payable by CLP&C for the asset management services were RMB5 million, RMB180 million and RMB300 million, respectively; the annual caps of fees in connection with the sales agency services payable by CLWM, including the sales commission fee, client maintenance fee, handling fee and intermediary fee, were RMB2 million, RMB150 million and RMB200 million, respectively; and the annual caps of the fees for other daily transactions were RMB5 million, RMB50 million and RMB50 million, respectively. CLP&C and CLWM entered into the 2018 framework agreement on 29 December 2017, pursuant to which CLP&C will continue to conduct certain transactions with CLWM during the period from 1 January 2018 to 31 December 2020, including the asset management services, advisory services and other daily transactions permitted by laws and regulations. For the three years ending 31 December 2020, the annual caps of the management fee payable by CLP&C for the asset management services are RMB50 million, RMB150 million and RMB240 million, respectively; the annual caps of the advisory fee payable by CLP&C for the advisory services are RMB40 million, RMB80 million and RMB120 million, respectively; and the annual caps of the fees for other daily transactions are RMB150 million, RMB400 million and RMB700 million, respectively. Framework Agreement between CLP&C and CLWM For the year ended 31 December 2017, the management fee paid by CLIC for the asset management services was RMB0.73 million. CLIC and CLWM entered into the “Framework Agreement in relation to Asset Management Services" on 26 January 2016. The agreement became effective upon signing by the parties and expired on 31 December 2017. Pursuant to the agreement, CLIC subscribed for the asset management products, in respect of which CLWM acted as the manager, according to its needs of asset allocation. Pricing of the transactions under the agreement was determined by the parties through arm's length negotiations with reference to the industry practices. For the three years ended 31 December 2017, the annual caps of the management fee payable by CLIC for the asset management services were RMB40 million, RMB70 million and RMB80 million, respectively. CLIC and CLWM entered into the 2018 framework agreement on 27 December 2017, pursuant to which CLIC will continue to conduct certain transactions with CLWM during the period from 1 January 2018 to 31 December 2020, including the asset management services and advisory services. For the three years ending 31 December 2020, the annual caps of the management fee payable by CLIC for the asset management services are RMB50 million, RMB120 million and RMB180 million, respectively; and the annual caps of the advisory fee payable by CLIC for the advisory services are RMB50 million, RMB80 million and RMB120 million, respectively. Framework Agreement between CLIC and CLWM (3) (2) Significant Events 61 China Life Insurance Company Limited Annual Report 2017 For the year ended 31 December 2017, the management fee paid by the Company for the asset management services was RMB1.80 million; the fees in connection with the sales agency services paid by CLWM, including the sales commission fee, client maintenance fee, handling fee and intermediary fee, were RMB0 million; and the fees for other daily transactions were RMB5.49 million. The Company and CLWM entered into the “Framework Agreement in relation to Asset Management Services and Other Daily Transactions" on 30 December 2015. The agreement became effective upon signing by the parties and expired on 31 December 2017. Pursuant to the agreement, the Company and CLWM entered into certain daily transactions, including asset management services, sales agency services for asset management products and other daily transactions permitted by laws and regulations. Pricing of the transactions under the agreement was determined by the parties through arm's length negotiations with reference to the industry practices. For the three years ended 31 December 2017, the annual of the caps fee payable by the Company for the asset management services were RMB55 million, RMB180 million and RMB240 million, respectively; the annual caps of fees in connection with the sales agency services payable by CLWM, including the sales commission fee, client maintenance fee, handling fee and intermediary fee, were RMB25 million, RMB50 million and RMB100 million, respectively; and the annual caps of the fees for other daily transactions were RMB25 million, RMB50 million and RMB100 million, respectively. The Company and CLWM entered into the 2018 framework agreement on 28 December 2017, pursuant to which the Company will continue to conduct certain transactions with CLWM during the period from 1 January 2018 to 31 December 2020, including the asset management services, the sales agency services for asset management products and other daily transactions permitted by laws and regulations. For the three years ending 31 December 2020, the annual cap of the management fee payable by the Company for the asset management services is RMB240 million; the annual cap of fees in connection with the sales agency services payable by CLWM, including the sales commission fee, client maintenance fee, handling fee and intermediary fee, is RMB100 million; and the annual cap of the fees for other daily transactions is RMB100 million. CLO and CLWM entered into the “Framework Agreement in relation to Asset Management Services and Other Daily Transactions" on 30 December 2015. The agreement became effective upon signing by the parties and expired on 31 December 2017. Pursuant to the agreement, CLO and CLWM entered into certain daily transactions, including asset management services, sales agency services for asset management products and other daily transactions permitted by laws and regulations. Pricing of the transactions under the agreement was determined by the parties through arm's length negotiations with reference to the industry practices. For the three years ended 31 December 2017, the annual caps of the management fee payable by CLO for the asset management services were RMB10 million, RMB30 million and RMB50 million, respectively; the annual caps of fees in connection with the sales agency services payable by CLWM, including the sales commission fee, client maintenance fee, handling fee and intermediary fee, were RMB5 million, RMB5 million and RMB10 million, respectively; and the annual caps of the fees for other daily transactions were RMB5 million, RMB5 million and RMB10 million, respectively. Framework Agreement between the Company and Chongqing Trust For the year ended 31 December 2017, there was no relevant transaction between CLO and CLWM. Annual Report 2017 (1) Framework Agreements with Chongqing Trust CLEC and CLWM entered into the "Framework Agreement in relation to Daily Connected Transactions" on 29 December 2017, pursuant to which CLEC will conduct certain transactions with CLWM during the period from 1 January 2018 to 31 December 2020, including the asset management services, advisory services and other daily transactions permitted by laws and regulations. For the three years ending 31 December 2020, the annual caps of the management fee payable by CLEC for the asset management services are RMB5 million, RMB10 million and RMB15 million, respectively; the annual caps of the advisory fee payable by CLEC for the advisory services are RMB5 million, RMB10 million and RMB15 million, respectively; and the annual caps of the fees for other daily transactions are RMB200 million; RMB300 million and RMB400 million, respectively. Framework Agreement between CLEC and CLWM (7) 6. Significant Events China Life Insurance Company Limited Annual Report 2017 64 Pension Company and CLWM intended to enter into the “Framework Agreement in relation to Daily Connected Transactions”, pursuant to which CLI will conduct certain transactions with CLWM during the period from 1 January 2018 to 31 December 2020, including the asset management services, advisory services and other daily transactions permitted by laws and regulations. For the three years ending 31 December 2020, the annual caps of the management fee payable by Pension Company for the asset management services are RMB100 million, RMB150 million and RMB200 million, respectively; the annual caps of the advisory fee payable by Pension Company for the advisory services are RMB40 million, RMB80 million and RMB90 million, respectively; and the annual caps of the fees for other daily transactions are RMB90 million; RMB180 million and RMB270 million, respectively. Framework Agreement between Pension Company and CLWM agency services paid by CLWM, including the sales commission fee, client maintenance fee, handling fee and intermediary fee, were RMB0 million; and the fees for other daily transactions were RMBO million. For the year ended 31 December 2017, the management fee paid by CLI for the asset management services was RMB1.15 million; the fees in connection with the sales CLI and CLWM entered into the “Framework Agreement in relation to Asset Management Services and Other Daily Transactions” on 3 February 2016. The agreement became effective upon signing by the parties and expired on 31 December 2017. Pursuant to the agreement, CLI and CLWM entered into certain daily transactions, including asset management services, sales agency services for asset management products and other daily transactions permitted by laws and regulations. Pricing of the transactions under the agreement was determined by the parties through arm's length negotiations with reference to the industry practices. For the three years ended 31 December 2017, the annual caps of the management fee payable by CLI for the asset management services were RMB20 million (including the management fee in an amount of RMB0.4 million paid by CLI to CLWM for the provision of asset management services prior to the execution of the framework agreement), RMB30 million and RMB50 million, respectively; the annual caps of fees in connection with the sales agency services payable by CLWM, including the sales commission fee, client maintenance fee, handling fee and intermediary fee, were RMB10 million, RMB40 million and RMB80 million, respectively; and the annual caps of the fees for other daily transactions were RMB10 million, RMB40 million and RMB80 million, respectively. CLI and CLWM entered into the 2018 framework agreement on 20 December 2017, pursuant to which CLI will continue to conduct certain transactions with CLWM during the period from 1 January 2018 to 31 December 2020, including the asset management services, advisory services and other daily transactions permitted by laws and regulations. For the three years ending 31 December 2020, the annual caps of the management fee for the asset management services are RMB40 million, RMB80 million and RMB120 million, respectively; the annual caps of the advisory fee for the advisory services are RMB40 million, RMB80 million and RMB120 million, respectively; and the annual caps of the fees for other daily transactions are RMB20 million, RMB80 million and RMB160 million, respectively. Framework Agreement between CLI and CLWM (6) (5) Significant Events 63 China Life Insurance Company Limited Framework Agreement between the Company and CLWM (1) Year in which dividends With the integration of functions such as data processing, research and development, and educational training, China Life Science and Technology Park adopts various technologies and measures on energy saving and consumption reduction, including an energy storage air-conditioning system, photovoltaic thermal system, rainwater collection system, reclaimed water treatment system, LED lighting and control, natural lighting and planted roof, which will significantly reduce its operating costs. It is expected that the running costs will be saved by a range between 20% and 30% as compared to similar ordinary buildings. Corporate Governance China Life Insurance Company Limited Annual Report 2017 72 Corporate Governance year. The Company launched an electronic office reviewing resolutions, dealing with affairs to be considered at meetings and checking meeting files online, and also put online all ordinary electronic invoices for value- added tax. The Company developed an electronic service platform to provide convenient services to its customers while slashing the consumption of paper materials as much as possible. As at the end of 2017, the Company had issued over 130 million electronic invoices on a cumulative basis. The launch of electronic services helped reduce approximately 1,453.25 tonnes of paper. Through the adoption of electronic insurance policies, the Company cut down its consumption of paper materials by approximately 1,420 million pages for the year. "China Life E-Bao”, as the intelligent service platform vigorously developed by China Life, has adopted a highly efficient model designed for paperless services. Information technology has made outstanding contribution to green energy saving and environmental protection. The adoption of a new type of standard electronic equipment for energy saving and consumption reduction enabled the Company to reduce its power consumption by approximately 165 million KWh for the The Company strictly complied with 15 national and local laws and regulations, including the "Energy Conservation Law of the People's Republic of China” and the “13th Five-Year' Energy Saving and Emission Reduction Comprehensive Work Plan", and formulated the "Provisional Measures for the Administration of Energy Saving and Emission Reduction of China Life Insurance Company Limited” to define the duties and functions of the Company's energy management committee with “strengthening the awarenesses on efficiency and costs" as the starting point, in order to comprehensively draw up the Company's overall plan for the work of energy saving and emission reduction. The ecological environment relates to the future of our race and people's well-being. The Company, based on its features of energy consumption, strived to cut down its energy consumption and carbon emissions at each operating segment by means of electronic office processing system, technological innovation and adoption of new environment-friendly materials. The Company actively promoted and applied the spirits of diligence and thrift to consistently increase the awareness of its employees on performing energy saving measures, with a view to making contribution to the speedy reform for the system of ecological civilization and the construction of a beautiful China. (III) Compliance by the Company with the relevant laws and regulations that have a significant impact (II) Environmental policies and performance of the Company (I) Overall operation of the Company during the Reporting Period BUSINESS REVIEW The Company is a leading life insurance company in China and possesses an extensive distribution network comprising exclusive agents, direct sales representatives, and dedicated and non-dedicated agencies, providing products and services such as individual and group life insurance, accident and health insurance. The Company is one of the largest institutional investors in China, and becomes one of the largest insurance asset management companies in China through its controlling shareholding in China Life Asset Management Company Limited. The Company also has controlling shareholding in China Life Pension Company Limited. PRINCIPAL BUSINESS 2. 1. China Life Insurance Company Limited Annual Report 2017 71 (appointed as Director with effect from 31 July 2017) (appointed as Director with effect from 31 July 2017) (resigned with effect from 8 August 2017 due to adjustment of working arrangements) For details of the overall operation of the Company during the Reporting Period, the future development of its business and the principal risks faced by it, please refer to the section headed “Management Discussion and Analysis" in this annual report. These discussions form part of the “Report of the Board of Directors". (resigned with effect from 12 January 2018 due to adjustment of working arrangements) The Company adhered to the code of conduct of “being trustworthy, assuming risks, emphasizing on services and being legal compliant", adopted the business compliance concepts of “starting from the top level, having responsibility for all to be compliant, and creating value from compliance", and strictly observed and effectively implemented applicable laws and regulations and regulatory requirements, such as the Insurance Law, the Company Law and the “Regulations for the Administration of Insurance Companies". The Company strictly implemented the requirements of “1+4” series of documents released by the CIRC and major regulatory documents on product development and design, retrospective administration of sales practices and investment supervision, etc., strictly implemented the requirements of the CIRC with respect to the special action of “combating sales chaos and cracking down upon illegal business” relating to personal insurance, conducted rectifications in great depth with a focus on sales, channel and product chaos as well as illegal business activities, so as to consolidate the foundation for the Company's development and prevent systemic risks. The Company constantly improved the relevant rules and mechanisms concerning product design, business operation and risk control, and offered full cooperation, support and protection for the three strategic missions of the Company - speedy development, transformation and upgrade, and risk prevention and control. While actively performing its obligations to insurance policies, the Company bears in mind the core mission of an enterprise to provide high quality services to its customers. The Company regards customer satisfaction and customer experience as the basic standards for assessing its services, and pushes forward the establishment of a customer-oriented business model in order to create value for its customers. The Company has provided insurance services for more than 500 million customers. The evaluation results of customer satisfaction and customer loyalty increased by 2.03% and 3.25% year-on-year, respectively. 2. 1. (II) (I) FORMULATION AND IMPLEMENTATION OF PROFIT DISTRIBUTION POLICY In accordance with Article 211 of the Articles of Association, the basic principles of the Company's profit distribution are as follows: For details regarding the Company's employees (including the number of employees, composition of professionals, educational levels, remuneration policy and training program), please refer to the section "Directors, Supervisors, Senior Management and Employees” in this annual report. The Company actively promoted the construction of a democratic management system with employee representative meetings as its basic form to protect the democratic rights of employees and to facilitate the joint development between employees and enterprise. Its head office and provincial branches have fully established the system of employee representative meetings, organized their respective employees to perform democratic management and supervisory role according to law, and inspected and monitored the implementation of resolutions adopted by employee representative meetings, thus carrying out the supervisory functions in a serious manner and constantly improving democratic management. The second meeting of the second session of the Employee Representative Meeting of the Company was held in Beijing on 18 April 2017. According to the spirit of alleviating poverty proposed at the Central Poverty Alleviation and Development Conference, the Company consistently implemented the special plan for warm homes for 2016-2018 in great depth. In particular, 34 warm homes meeting the criteria of provincial branches and 185 warm homes meeting the criteria of local branches were preliminarily approved for establishment in 2017. 3. Corporate Governance (IV) Relationship between the Company and its customers China Life Insurance Company Limited Annual Report 2017 Corporate Governance The Company created a harmonious labor relationship according to law and entered into employment contracts with its employees in a timely manner. The Company strengthened the management of employees in all aspects by establishing the following three mechanisms: an employee team management mechanism with the characteristics of basic level orientation, combination of training and utilization of employees, hierarchical responsibility and unified regulation; a performance management mechanism that is result- oriented, adopts vertical assessment and horizontal ranking, and focuses on application; and a remuneration distribution mechanism that is based on the principles of salary determined by position, remuneration paid based on performance, emphasis on incentives and preference to the local level. The Company was concerned about the overall development of employees, and actively facilitated the career development of employees through various means, such as education and training, mentoring, job rotation and exchange of opinions, practice at local branches, assessment of competent staff, base platform training, and talent cultivation under the Spark Program. The Company attached importance to humanistic concern by safeguarding the legitimate rights and interest of employees in a practical manner and encouraging employees to arrange vacations and annual leave in a scientific way, with an aim to achieve work-life balance. (V) Relationship between the Company and its employees The Company was committed to offering convenient and professional services to its customers by adopting innovative form of customer services and actively applying technologies such as artificial intelligence and big data, in a bid to enhance the intelligent service capability of the contact center, increase its service efficiency and optimize customer experience. In addition, the Company enhanced its protection of the rights and interests of insurance customers by consistently improving a mechanism for protection of such rights and interests, and intensified its supervisory function through assessment. By deeply exploring customers' requirements, the Company optimized basic services and made innovation in value-added services to consistently improve customer experience. In 2017, the Company further promoted the global VIP care services, and constantly improved the services including the international travel and medical emergency services, domestic medical emergency services, 12-hour health consultation hotlines and global VIP benefit services. The Company organized the 11th “Hand-in-Hand with China Life” value- added service activities, holding nearly 20,000 online and on-site activities with the theme of health, sports, and parent-child activities. By organizing a variety of outdoor running and hiking activities, the Company provided its customers with scientific activities to help them better enjoy healthy life; by organizing the 7th “Little Painters of China Life” activities, the Company was consistently concerned about the growth of teenagers and children; by conducting the China Life customer festival activities on 16 June 2017, the Company promoted the application of intelligent services and upgraded its customer experience. The Company also broadened its service scope and deepened the customers' understanding through a variety of value-added service activities, thus maintaining good interaction with its customers. 73 China Life Insurance Company Limited Annual Report 2017 With regard to "1+4” series of documents released by the CIRC, “1” stands for the “Circular of the CIRC on Further Strengthening Insurance Regulation and Maintaining the Stable and Healthy Development of the Insurance Industry”, which represents the overall concept of the current regulatory work; “4” stands for four implementing documents, namely, the "Circular of the CIRC on Further Strengthening Risk Prevention and Control for the Insurance Industry", the "Circular of the CIRC on Strengthening Insurance Regulation, Clamping Down on Illegalities and Violations and Governing Irregular Practices in the Market”, the “Circular of the CIRC on Remedying Regulatory Deficiencies and Establishing a Stringent and Effective Insurance Regulatory System", and the “Guiding Opinions of the CIRC on Supporting the Development of Real Economy by the Insurance Industry". 6 74 The Company shall take the investment return for investors into full account and allocate the required percentage of the Company's realized distributable profits to shareholders as dividends each year; (appointed as Director with effect from 11 February 2018) (resigned with effect from 7 April 2017 due to adjustment of working arrangements) Chang Tso Tung Stephen Robinson Drake Pike Tang Xin and Shareholders Information Changes in Ordinary Shares Committee Report of the Supervisory Report of the Board of Directors Corporate Governance 69 Annual Report 2017 China Life Insurance Company Limited Directors, Supervisors, Senior The major assets of the Company are financial assets. During the Reporting Period, there was no major asset of the Company being seized, detained or frozen that is subject to the disclosure requirements. Given that the change of ownership of the above two properties and related land use rights were directed by the co-owners, and all formalities in relation to the change of ownership were proceeded slowly due to reasons such as issues rooted in history and government approvals, CLIC, the controlling shareholder of the Company, made further commitment as follows: CLIC will assist the Company in completing, and urge the co-owners to complete, the formalities in relation to the change of ownership in respect of the above two properties and related land use rights as soon as possible. If the formalities cannot be completed due to the reasons of the co-owners, CLIC will take legally practicable measures to resolve the issue and will bear potential losses suffered by the Company as a result of the defective ownership. The Company's Shenzhen Branch and the other co-owners of the properties have issued a letter to the governing department of the original owner of the properties in respect of the confirmation of ownership of the properties, requesting it to report the ownership issue to the State-owned Assets Supervision and Administration Commission of the State Council (“SASAC”), and requesting the SASAC to confirm the respective shares of each co-owner in the properties and to issue written documents in this regard to the department of land and resources of Shenzhen, so as to assist the Company and the other co-owners to complete the formalities in relation to the division of ownership of the properties. CLIC strictly followed these commitments. As at the end of the Reporting Period, save for the two properties and related land of the Company's Shenzhen Branch, the ownership registration formalities of which had not been completed due to historical reasons, all other formalities in relation to the change of land and property ownership had been completed. The Shenzhen Branch of the Company continues to use such properties and land, and no other parties have questioned or hindered the use of such properties and land by the Company. Prior to the listing of the Company's A Shares (30 November 2006), land use rights were injected by CLIC into the Company during its reorganization. Out of these, four pieces of land (with a total area of 10,421.12 square meters) had not had its formalities in relation to the change of ownership completed. Further, out of the properties injected into the Company, there were six properties (with a gross floor area of 8,639.76 square meters) in respect of which the formalities in relation to the change of ownership had not been completed. CLIC undertook to complete the above-mentioned formalities within one year of the date of listing of the Company's A Shares, and in the event that such formalities could not be completed within such period, CLIC would bear any potential losses to the Company due to the defective ownership. ACQUIRERS, DIRECTORS, SUPERVISORS, SENIOR MANAGEMENT OR OTHER RELATED PARTIES WHICH ARE EITHER GIVEN OR EFFECTIVE DURING THE REPORTING PERIOD V. IV. UNDERTAKINGS OF THE COMPANY, SHAREHOLDERS, EFFECTIVE CONTROLLERS, Significant Events Unit: RMB million RESTRICTION ON MAJOR ASSETS Leung Oi-Sie Elsie Management and Employees 89 Liu Huimin Yin Zhaojun Liu Jiade Wang Sidong Yuan Changqing Miao Jianmin Xu Haifeng Independent Directors Non-executive Directors Corporate Governance Xu Hengping Corporate Governance Lin Dairen Executive Directors Directors of the Company during the Reporting Period and up to the date of this report were as follows: Mr. Tang Xin, Mr. Chang Tso Tung Stephen, Mr. Xu Haifeng, Mr. Xu Hengping, Mr. Lin Dairen, Mr. Yang Mingsheng, Mr. Yuan Changqing, Mr. Liu Huimin, Mr. Yin Zhaojun, Mr. Robinson Drake Pike, Ms. Leung Oi-Sie Elsie From left to right: Report of the Board of Directors 71 85 82 108 Yang Mingsheng (Chairman) The Company shall maintain a sustainable and steady profit distribution policy and at the same time take into consideration the Company's long-term interest, general interest of all the shareholders and the sustainable development of the Company; 55 In accordance with Article 212 of the Articles of Association, the Company's profit distribution policy is as follows: (shares) cash dividends (including tax) which dividends were distributed statements 11,306 32,253 35% 6,784 19,127 Amount of 35% 34,699 34% CHANGES IN ACCOUNTING ESTIMATES The changes in accounting estimates of the Company during the Reporting Period are set out in Note 3 in the Notes to the Consolidated Financial Statements in this annual report. RESERVES 6. 7. Details of the reserves of the Company are set out in Note 36 in the Notes to the Consolidated Financial Statements in this annual report. CHARITABLE DONATIONS 11,871 The total amount of charitable donations made by the Company during the Reporting Period was approximately RMB171 million. consolidated Percentage of amount of cash dividends in net profit attributable 3. The Company shall give priority to cash dividends as its profit distribution manner. were Number of bonus stocks per ten shares distributed (shares) (RMB) (including tax) Amount of Transfer of public dividends per ten shares reserve into share capital per ten shares to equity holders of the Company in the 2017 2015 4.0 2.4 4.2 Net profit attributable to equity holders of the Company in the consolidated statements 2016 PROPERTY, PLANT AND EQUIPMENT for the year in Corporate Governance 76 76 year. No public reserve capitalization is provided for in the profit distribution plan for the current financial In accordance with the profit distribution plan for the year 2017 approved by the Board on 22 March 2018, with the appropriation to its discretionary surplus reserve fund of RMB3,218 million (10% of the net profit for 2017), the Company, based on 28,264,705,000 shares in issue, proposed to distribute cash dividends amounting to RMB11,306 million to all shareholders of the Company at RMB0.40 per share (inclusive of tax). The foregoing profit distribution plan is subject to the approval by the 2017 Annual General Meeting to be held on 6 June 2018 (Wednesday). Dividends payable to domestic shareholders are declared, valued and paid in RMB. Dividends payable to shareholders of the Company's foreign-listed shares are declared and valued in RMB and paid in the currency of the jurisdiction in which the foreign-listed shares are listed (if the Company is listed in more than one jurisdiction, dividends shall be paid in the currency of the Company's principal jurisdiction of listing as determined by the Board). The Company shall pay dividends to shareholders of foreign-listed shares in conformity with the PRC regulations on foreign exchange control. If no such regulations are in place, the applicable exchange rate is the average closing rate published by the People's Bank of China one week before the declaration of the distribution of dividends. of 2017 year 1. Profit distribution plan or public reserves capitalization plan for the (IV) Profit distribution plan and public reserves capitalization plan China Life Insurance Company Limited Annual Report 2017 The Company's profit distribution proposal shall be reviewed by the Board of Directors. The Board of Directors shall have a sufficient discussion of the reasonableness of the profit distribution proposal. After a special resolution regarding the proposal is reached and independent opinions have been given by the Company's Independent Directors, the proposal shall be submitted to the Company's general meeting for approval. In reviewing the profit distribution proposal, the Company shall provide Internet-based voting mechanism to the shareholders. When deliberating on specific cash dividend proposal by the Company's general meeting, the Company shall make active communication with shareholders, especially small and medium-sized shareholders, through various channels. The Company shall also fully solicit opinions and appeals from small-and medium-sized shareholders, and give timely reply to concerns of small-and medium- sized shareholders. In addition, the Company's profit distribution is required to comply with relevant regulatory requirements. If the Company's core solvency ratio or comprehensive solvency ratio does not meet the minimum requirements, the CIRC may adopt regulatory measures against the Company due to its failure to meet the minimum requirements, which may restrict the Company's ability to distribute dividends to its shareholders. Conditions for distribution of share dividends: If the Company's operation is sound and the Board of Directors is of the opinion that share dividends distribution is in the interest of all the Company's shareholders since the Company's stock price does not match the Company's share capital, the Company may propose a share dividends distribution plan if the conditions for cash dividends listed above are satisfied. 3. 75 China Life Insurance Company Limited Annual Report 2017 Conditions for and percentage of distribution of cash dividends: If the Company makes profits in a given year and the cumulative undistributed profit is positive, the Company shall distribute dividends in the form of cash and the cumulative profits distributed in cash over the past three years by the Company shall be no less than thirty percent (30%) of the average annual distributable profits in recent three years; Details of the movement in property, plant and equipment of the Company are set out in Note 6 in the Notes to the Consolidated Financial Statements in this annual report. 1. Profit distribution modes: The Company may distribute dividends in the form of cash or shares or a combination of cash and shares. If practicable, the Company may distribute interim dividends. The Company's dividends shall not bear interest, save in the case where the Company fails to distribute the dividends to the shareholders on the day when dividends were due to have been distributed; 2. (III) In accordance with Article 213 of the Articles of Association, the procedures of reviewing the Company's profit distribution proposal is as follows: 4. Corporate Governance 2. 77 China Life Insurance Company Limited Annual Report 2017 8. SHARE CAPITAL 5. 9. Details of the movement in share capital of the Company are set out in Note 34 in the Notes to the Consolidated Financial Statements in this annual report. INFORMATION OF TAX DEDUCTION FOR HOLDERS OF LISTED SECURITIES Shareholders are taxed and/or enjoy tax relief for the dividend income received from the Company in accordance with the Individual Income Tax Law of the PRC, the Enterprise Income Tax Law of the PRC, and relevant administrative rules, governmental regulations and guiding documents. Please refer to the announcement published by the Company on the website of the SSE on 12 June 2017 for the information on income tax in respect of the dividend distributed to A Share shareholders during the Reporting Period, and the announcement published by the Company on the HKExnews website of the Hong Kong Exchanges and Clearing Limited on 31 May 2017 for the information on income tax in respect of the dividend distributed to H Share shareholders during the Reporting Period. During the Reporting Period, the Company and its subsidiaries did not purchase, sell or redeem any of the Company's listed securities. 11. H SHARE STOCK APPRECIATION RIGHTS No H Share Stock Appreciation Rights of the Company were granted or exercised in 2017. The Company will deal with such rights and related matters in accordance with the PRC governmental policies. 12. DAY-TO-DAY OPERATIONS OF THE BOARD 10. PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S SECURITIES Details of the Board meetings and the Board's performance of its duties during the Reporting Period are set out in the section headed "Corporate Governance” in this annual report. 13. DIRECTORS' AND SUPERVISORS' SERVICE CONTRACTS None of the Directors or Supervisors has entered into any service contract with the Company and its subsidiaries that is not terminable within one year or can only be terminated by the Company with payment of compensation (other than statutory compensation). 14. INTERESTS OF DIRECTORS AND SUPERVISORS (AND THEIR CONNECTED ENTITIES) IN MATERIAL TRANSACTIONS, ARRANGEMENTS OR CONTRACTS None of the Directors or Supervisors (and their connected entities) is or was materially interested, directly or indirectly, in any transaction, arrangement or contract of significance entered into by the Company or its controlling shareholders or any of their respective subsidiaries at any time during the Reporting Period or subsisted at the end of the Reporting Period. Corporate Governance 78 China Life Insurance Company Limited Annual Report 2017 The profit distribution policy of the Company complied with the Articles of Association and the examination and approval procedures of the Company, clearly defined the dividend distribution standards and percentage and the decision-making procedures and system. Small-and medium-sized shareholders of the Company have sufficient opportunities to express their opinions and appeals, and their legitimate rights have been well protected. The Independent Directors diligently considered the profit distribution policy and expressed their independent opinion in this regard. The dividend distribution of the Company for the recent 3 years is as follows: 55 China Life Insurance Company Limited China National Nuclear Corporate Governance 12,400,000 Corporation 0.04% State-owned legal person 85 Annual Report 2017 0 Corporate Governance (II) Information relating to the Controlling Shareholder and Effective Controller HKSCC Nominees Limited is a company that holds shares on behalf of the clients of the Hong Kong stock brokers and other participants of the CCASS system. The relevant regulations of the HKSE do not require such persons to declare whether their shareholdings are pledged or frozen. Hence, HKSCC Nominees Limited is unable to calculate or provide the number of shares that are pledged or frozen. 2. Details of shareholders 3. China International Television Corporation and China National Nuclear Corporation became the top 10 shareholders of the Company through the strategic placement during the initial public offering of A Shares of the Company in December 2006. The trading restriction period of the shares from the strategic placement was from 9 January 2007 to 9 January 2008. Industrial and Commercial Bank of China Limited - China Southern Flexible Allocation of Consumption and Vitality of Hybrid Securities Investment Fund and Industrial and Commercial Bank of China Limited – SSE 50 Exchange Traded Index Securities Investment Fund have Industrial and Commercial Bank of China Limited as their fund depositary. China Universal Asset Management Co., Ltd - Industrial and Commercial Bank of China Limited - China Universal - Tianfu Bull No. 53 Asset Management Plan has Industrial and Commercial Bank of China Limited as its asset trustee. Save as above, the Company was not aware of any connected relationship and concerted parties as defined by the "Measures for the Administration of the Takeover of Listed Companies" among the top ten shareholders of the Company. The controlling shareholder of the Company is CLIC, and its relevant information is set out below: Name of company Securities Investment Fund Legal representative 1. Limited SSE 50 Exchange Traded Index 0.08% 12,788,337 Date of incorporation 54,985,761 -4,398,849 Industrial and Commercial Bank of China Limited China Southern Flexible Allocation of Consumption and Vitality of Hybrid Securities Investment Fund Hong Kong Securities Clearing Company Limited Overseas legal person 22,976,187 -4,314,048 China International Television Corporation State-owned legal person 0.07% 18,452,300 0 China Universal Asset Management Other 0.05% 15,015,845 0 Co., Ltd Industrial and Commercial Bank of China Limited - China Universal - Tianfu Bull No. 53 Asset Management Plan Industrial and Commercial Bank of China Other 0.05% +440,300 Major businesses Annual Report 2017 subsidiaries and affiliates listed in China or abroad during the Reporting Period 68.37% (Group) Company BlackRock, Inc. (Note 1) Interest in controlled corporation H Shares 541,161,285 (L) 4,209,000 (S) 7.27% 1.91% 0.06% 0.01% 92.80% The letter "L" denotes a long position. The letter “S” denotes a short position. 0.19% 87 888 Corporate Governance Corporate Governance (Note 1): BlackRock, Inc. was interested in a total of 541,161,285 H Shares in accordance with the provisions of Part XV of the SFO. Of these shares, BlackRock Investment Management, LLC, BlackRock Financial Management, Inc., BlackRock Institutional Trust Company, National Association, BlackRock Fund Advisors, BlackRock Advisors, LLC, BlackRock Japan Co., Ltd., BlackRock Asset Management Canada Limited, BlackRock Investment Management (Australia) Limited, BlackRock Asset Management North Asia Limited, BlackRock (Netherlands) B.V., BlackRock Advisors (UK) Limited, BlackRock International Limited, BlackRock Asset Management Ireland Limited, BLACKROCK (Luxembourg) S.A., BlackRock Investment Management (UK) Limited, BlackRock Asset Management Deutschland AG, BlackRock Fund Managers Limited, BlackRock Life Limited, BlackRock (Singapore) Limited and BlackRock Asset Management (Schweiz) AG were interested in 3,711,000 H Shares, 4,697,000 H Shares, 104,470,234 H Shares, 178,053,000 H Shares, 1,618,000 H Shares, 42,351,491 H Shares, 893,000 H Shares, 3,709,000 H Shares, 30,752,026 H Shares, 1,074,000 H Shares, 5,247,389 H Shares, 3,347,700 H Shares, 53,517,031 H Shares, 43,306,825 H Shares, 28,510,653 H Shares, 477,000 H Shares, 23,795,364 H Shares, 11,026,572 H Shares, 562,000 H Shares and 42,000 H Shares respectively. All of these entities are either controlled or indirectly controlled subsidiaries of BlackRock, Inc. Of these 541,161,285 H Shares, 850,595 H Shares were cash settled unlisted derivatives. BlackRock, Inc. held by way of attribution a short position as defined under Part XV of the SFO in 4,209,000 H Shares (0.06%). Of these 4,209,000 H Shares, 1,448,000 H Shares were cash settled unlisted derivatives. Save as disclosed above, the Directors, Supervisors and the chief executive of the Company are not aware that there is any party who, as at 31 December 2017, had an interest or short position in the shares and underlying shares of the Company which were recorded in the register required to be kept by the Company pursuant to Section 336 of the SFO. 88 China Life Insurance Company Limited Annual Report 2017 China Life Insurance Company Limited 19,323,530,000 (L) A Shares Beneficial owner China Life Insurance (Group) Company Yang Mingsheng 21 July 2003 (CLIC was formerly known as China Life Insurance Company, a company approved and formed by the State Council in January 1999. With the approval of the CIRC in 2003, China Life Insurance Company was restructured as CLIC). Insurance services including receipt of premiums and payment of benefits in respect of the in-force life, health, accident and other types of personal insurance business, and the reinsurance business; holding or investing in domestic and overseas insurance companies or other financial insurance institutions; funds application business permitted by national laws and regulations or approved by the State Council of PRC; other businesses approved by insurance regulatory agencies. As at 31 December 2017, CLIC held 1,785,098,644 H shares of Town Health International Medical Group Limited, representing 23.7% of its total shares. 86 China Life Insurance Company Limited Annual Report 2017 The effective controller of the Company is the Ministry of Finance of the People's Republic of China. The equity and controlling relationship between the Company and its effective controller is set out in below: Ministry of Finance of the PRC 100% China Life Insurance (Group) Company 68.37% China Life Insurance Company Limited During the Reporting Period, there was no change to the controlling shareholder and the effective controller of the Company. As at the end of the Reporting Period, there was no other corporate shareholder holding more than 10% of the shares in the Company. IV. INTERESTS AND SHORT POSITIONS IN THE SHARES AND UNDERLYING SHARES OF THE COMPANY HELD BY SUBSTANTIAL SHAREHOLDERS AND OTHER PERSONS UNDER HONG KONG LAWS AND REGULATIONS So far as is known to the Directors, Supervisors and the chief executive of the Company, as at 31 December 2017, the following persons (other than the Directors, Supervisors and the chief executive of the Company) had interests or short positions in the shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which were recorded in the register required to be kept by the Company pursuant to Section 336 of the SFO, or as otherwise notified to the Company and the HKSE: Class of Name of substantial shareholder Capacity shares Number of shares held Percentage of the respective class of shares Percentage of the total number of shares in issue China Life Insurance Shareholdings in other Other ISSUE AND LISTING OF SECURITIES 119,719,900 I. (I) Currently, the fifth session of the Supervisory Committee comprises Mr. Miao Ping, Mr. Shi Xiangming, Mr. Luo Zhaohui, Ms. Wang Cuifei and Mr. Song Ping, with Mr. Miao Ping acting as the Chairman of the Supervisory Committee. Of the members of the Supervisory Committee, Mr. Miao Ping, Mr. Shi Xiangming and Mr. Luo Zhaohui are Non-employee Representative Supervisors, and Ms. Wang Cuifei and Mr. Song Ping are Employee Representative Supervisors. In August 2017, Mr. Zhan Zhong resigned from his position as an Employee Representative Supervisor due to adjustment of work arrangements. In January 2018, Mr. Li Guodong resigned from his position as an Employee Representative Supervisor due to adjustment of work arrangements. In February 2018, Ms. Xiong Junhong resigned from her position Non-employee Representative Supervisor due to adjustment of work arrangements. as a (II) Attending meetings of the Supervisory Committee and diligently discharging their duties. Pursuant to the regulatory requirements of the jurisdictions where the Company is listed, the Articles of Association and the "Procedural Rules for Supervisory Committee Meetings" of the Company, and in accordance with the work arrangement of the Supervisory Committee, the Supervisory Committee convened its regular meetings in a timely manner, at which it considered and approved proposals in relation to the Company's financial reports, periodic reports, internal control, and risk management. In 2017, the fifth session of the Supervisory Committee held five meetings, at which the Supervisors earnestly expressed their views, actively participated in discussions and diligently discharged their duties, thereby providing valuable advice for the business development of the Company. 82 China Life Insurance Company Limited Annual Report 2017 Corporate Governance (III) Attending and participating in corporate governance meetings and actively exercising their supervisory role. In 2017, the Supervisory Committee attended the 2016 Annual General Meeting and the First Extraordinary General Meeting 2017 of the Company, and participated in the regular meetings of the Board. All members of the Supervisory Committee participated in the meetings of the Nomination and Remuneration Committee, the Risk Management Committee, and the Strategy and Investment Decision Committee, respectively, in accordance with the work allocation among Supervisors determined by the Supervisory Committee, with a focus on the meetings of the Audit Committee. By attending these meetings, all Supervisors diligently discharged their duties, oversaw the procedures for convening meetings, carefully listened to the matters considered at the meetings, and participated in discussions when necessary, thus bringing positive effects on further enhancement of corporate governance. (IV) Actively conducting research and investigation activities and examining and understanding the business operation of local branches. Mr. Miao Ping, the Chairman of the Supervisory Committee, together with Ms. Xiong Junhong and Ms. Wang Cuifei, the members of the Supervisory Committee, carried out investigation and research on local branches of the Company in Guangxi Province. The investigation and research team successively listened to business reports from the local branches in Guangxi and Liuzhou and the local sub- branch of the Company in Luzhai, held in-depth conferences with their respective key management, visited field offices and communicated with the frontline employees at counters of the customer service center of Liuzhou branch and Luzhai sub-branch. Through investigation and research, all Supervisors comprehended the working situation of local branches in great depth and examined the effectiveness of the implementation of decisions of the Board and the management, thus further enhancing the legal compliance and risk prevention of the Company in a practical manner. (V) Attending training courses and constantly enhancing duty performance of the Supervisors. In 2017, the members of the Supervisory Committee attended the first and sixth special training courses of 2017 for directors and supervisors of listed companies within the territory of Beijing as organized by the Listed Companies Association of Beijing and the first seminar of 2017 for the chairmen of the supervisory committees of listed companies as organized by China Association for Public Companies, which gave them the opportunity to learn and understand the regulatory overview of listed companies within the territory of Beijing, the latest regulatory policies of listed companies and the analysis of cases in relation thereto. ACTIVITIES OF THE SUPERVISORY COMMITTEE (VI) Actively participating in the meetings and activities organized by China Association for Public Companies. In 2017, Mr. Miao Ping, the Chairman of the Supervisory Committee, was the vice chairman of the professional committee of the second session of the supervisory committee of China Association for Public Companies and attended the meeting for the change of members of the professional committee of the second session of the supervisory committee of China Association for Public Companies in Shanghai, during which, the "Work Plan of the Second Session of the Supervisory Committee” and the “2017 Work Plan of the Supervisory Committee”, etc. were discussed. In order to strengthen the internal control compliance, audit supervision and risk management of the Company, the Supervisory Committee of the Company participated in the activity of the "Subject Study of the Supervisory Committees of Listed Companies" organized by China Association for Public Companies, and submitted the "Study on the Issues Concerning the Work Allocation between the Supervisory Committee and Independent Directors” as its subject of the study. 83 333 II. INDEPENDENT OPINION OF THE SUPERVISORY COMMITTEE ON CERTAIN MATTERS During the Reporting Period, the Supervisory Committee of the Company performed its supervisory duties in a diligent manner in accordance with the requirements of the Company Law, the Articles of Association and the "Procedural Rules for Supervisory Committee Meetings”. (I) The Company's operational compliance with the law. During the Reporting Period, the Company's operations were in compliance with the law. The Company's operations and decision-making procedures were in compliance with the Company Law and the Articles of Association. All Directors and senior management of the Company maintained strict principles of diligence and integrity and performed their duties conscientiously. The Supervisory Committee is not aware of any of them having violated any law, regulation, or any provision in the Articles of Association or harmed the interests of the Company in the course of discharging their duties. (II) The authenticity of the financial report. The Company's annual financial report truly and completely reflected the Company's financial position and operating results. Ernst & Young Hua Ming LLP and Ernst & Young have performed audits and have issued unqualified auditors' reports for the year ended 2017 in accordance with the China Standards on Auditing of PRC Certified Public Accountants and the International Standards on Auditing, respectively. (III) Acquisition and sale of assets. During the Reporting Period, the prices for acquisition and sale of assets were fair and reasonable. The Supervisory Committee is not aware of any insider trading, any acts harming the interests of shareholders or incurring any loss to the Company's assets. (IV) Connected transactions. During the Reporting Period, the connected transactions of the Company were on commercial terms. The Supervisory Committee is not aware of any acts harming the interests of the Company. (V) Internal control system and self-evaluation report on internal control. During the Reporting Period, the Company sought to improve its internal control system, and continued to improve the effectiveness of such system. The Supervisory Committee of the Company reviewed the self-evaluation report on the Company's internal control systems and did not raise any objection against the self-evaluation report of the Board regarding the Company's internal control systems. China Life Insurance Company Limited Annual Report 2017 Corporate Governance Mr. Song Ping, Mr. Luo Zhaohui, Mr. Miao Ping, Mr. Shi Xiangming, Ms. Wang Cuifei Corporate Governance 80 China Life Insurance Company Limited Annual Report 2017 25. AUDITORS A resolution was passed at the 2016 Annual General Meeting to engage Ernst & Young Hua Ming LLP as the PRC auditor and the auditor for US Form 20-F of the Company for the year 2017, and Ernst & Young as the Hong Kong auditor of the Company for the year 2017, who will hold office until the conclusion of the 2017 Annual General Meeting. Ernst & Young Hua Ming LLP and Ernst & Young have been serving as the Company's auditors for five consecutive years. Remuneration paid by the Company to the auditors is subject to approval at the shareholders' general meeting, pursuant to which the Board is authorized to determine the amount and make payment. Audit fees paid by the Company to the auditors will not affect the independence of the auditors. Remuneration paid by the Company to the auditors in 2017 was as follows: Corporate Governance Service/Nature Audit, review and agreed-up procedures fee Including: Internal control audit fee Non-audit services fee From left to right: Total 58.61 11.14 1.66 60.27 At the 2017 Annual General Meeting to be held on 6 June 2018, the Board will propose a resolution to continue to appoint Ernst & Young Hua Ming LLP as the PRC auditor and the auditor for US Form 20-F of the Company for the year 2018, and Ernst & Young as the Hong Kong auditor of the Company for the year 2018. Beijing, China 22 March 2018 China Life Insurance Company Limited Annual Report 2017 81 Report of the Supervisory Committee Fees (RMB million) 84 China Life Insurance Company Limited Annual Report 2017 By Order of the Supervisory Committee shareholder Percentage of shareholding the Reporting Period the Reporting Period to selling restrictions Number of shares pledged or frozen China Life Insurance (Group) Company State-owned legal person 68.37% 19,323,530,000 Name of shareholder 0 Overseas legal person 25.90% 7,319,236,460 +5,220,506 China Securities Finance Corporation Limited Central Huijin Asset Management Limited State-owned legal person 2.10% 594,502,502 +22,190,586 State-owned legal person 0.42% HKSCC Nominees Limited Nature of shares subject Number of Miao Ping Chairman of the Supervisory Committee Beijing, China 22 March 2018 Changes in Ordinary Shares and Shareholders Information I. II. CHANGES IN SHARE CAPITAL During the Reporting Period, there was no change in the total number of shares and the share capital of the Company. As at the end of the Reporting Period, the Company had not issued any securities in the last three years. During the Reporting Period, there was no change in the total number of shares and the share structure of the Company due to bonus issues or placings, nor were there any internal employees' shares. III. INFORMATION ON SHAREHOLDERS AND EFFECTIVE CONTROLLER (I) Total number of shareholders and their shareholdings Total number of ordinary share shareholders as at the end of the Reporting Period No. of A Share shareholders: 120,420 No. of H Share shareholders: 28,825 Particulars of top ten shareholders of the Company Total number of ordinary share shareholders as at the end of the month prior to the disclosure of this annual report No. of A Share shareholders: 138,231 No. of H Share shareholders: 28,362 Unit: Shares Number of shares held as at the end of Increase/ decrease during 0 By Order of the Board Yang Mingsheng Chairman 24. COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE 15. DIRECTORS' AND SUPERVISORS' RIGHTS TO ACQUIRE SHARES 80 Corporate Governance Corporate Governance The Company has applied the principles of the Corporate Governance Code (the “CG Code") as set out in Appendix 14 to the Listing Rules, and has complied with all code provisions of the CG Code during the Reporting Period. No arrangements to which the Company, any of its subsidiaries or holding companies, or any subsidiary of the Company's holding companies is a party, and whose objects are, or one of whose objects is, to enable Directors or Supervisors (including their spouses and children under the age of 18) to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate, subsisted at any time during the Reporting Period or at the end of the Reporting Period. 16. DISCLOSURE OF INTERESTS OF DIRECTORS, SUPERVISORS AND THE CHIEF EXECUTIVE IN THE SHARES OF THE COMPANY As at the end of the Reporting Period, none of the Directors, Supervisors and the chief executive of the Company had any interests or short positions in the shares, underlying shares or debentures of the Company or its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the “SFO")) that were required to be recorded in the register of the Company required to be kept pursuant to Section 352 of the SFO or which had to be notified to the Company and the HKSE pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) as set out in Appendix 10 to the Listing Rules. In addition, the Board has created a code of conduct in relation to the sale and purchase of the Company's securities by Directors and Supervisors, which is no less stringent than the Model Code. Upon specific inquiry by the Company, the Directors and Supervisors have confirmed observation of the Model Code and the Company's own code of conduct in the year of 2017. 17. PRE-EMPTIVE RIGHTS AND ARRANGEMENTS FOR SHARE OPTIONS According to the Articles of Association and relevant PRC laws, there is no provision for any pre-emptive rights of the shareholders of the Company. At present, the Company does not have any arrangement for share options. 18. MANAGEMENT CONTRACTS 19. MATERIAL GUARANTEES Independent Directors of the Company have rendered their independent opinions on the Company's external guarantees, and are of the view that: 1. during the Reporting Period, the Company did not provide any external guarantee; No management or administration contracts for the whole or substantial part of any business of the Company were entered into during the Reporting Period. 3. Based on the information publicly available to the Company and within the knowledge of the Directors as at the Latest Practicable Date (22 March 2018), not less than 25% of the issued share capital of the Company (being the minimum public float applicable to the shares of the Company) was held in public hands. 23. SUFFICIENCY OF PUBLIC FLOAT 2. 22. MAJOR CUSTOMERS In accordance with the requirements of the "Standard Regulations on Corporate Internal Control", the Board conducted an assessment on internal control relating to the Company's financial reporting functions, and confirmed that its internal control was effective as at 31 December 2017. 21. BOARD'S STATEMENT ON INTERNAL CONTROL In 2017, the gross written premiums received from the Company's five largest customers accounted for less than 30% of the Company's gross written premiums for the year. There is no related party of the Company among the five largest customers. 20. RESPONSIBILITY STATEMENT OF DIRECTORS ON FINANCIAL REPORTS 79 China Life Insurance Company Limited Annual Report 2017 the Company has expressly provided in its Articles of Association the level of authority required for approving external guarantees and the approval procedures. the Company's internal control system regarding external guarantees is in compliance with laws, regulations, and the requirements under the “Notice in relation to the Standardization of Capital Flows between Listed Companies and Connected Parties and Issues in relation to External Guarantees Granted by Listed Companies"; and The Directors are responsible for overseeing the preparation of the financial report for each financial period which gives a true and fair view of the Company's financial position, performance results and cash flows for that period. To the best knowledge of the Directors, there was no material event or condition during the Reporting Period that might have a material adverse effect on the continuing operation of the Company. Financial Statements Consolidated Statement of 131 Changes in Equity Consolidated Statement of 132 Cash Flows Notes to the Consolidated 134 VALUE CHINA LIFE 55 CORE COMPETITIVENESS 4 Long history and excellent brand The predecessor of the Company, one of the first batch of enterprises to underwrite insurance business in China, was approved by the Chinese Government for establishment in October 1949, when the People's Republic of China was founded. After the restructuring and reorganization, the Company was successively listed home and abroad, becoming the first financial insurance enterprise in China triple-listed on the Shanghai Stock Exchange, the Hong Kong Stock Exchange and the New York Stock Exchange. Since its establishment, the Company has played the role of an explorer and pioneer in China's life insurance industry, and has committed to creating a world-class financial insurance brand. Through long-term and continuous brand building, China Life has become one of the famous and strong brands in the world with growing brand value and influence. As at the end of 2019, the brand of China Life has been selected as one of the "World's 500 Most Influential Brands" published by World Brand Lab for thirteen consecutive years, ranking 132nd in 2019, and was again ranked 5th on the 2019 (the 16th session) "China's 500 Most Valuable Brands" list published by World Brand Lab. Prominent principal business and sound financial strength The Company sticks to its principal business, further explores the huge potentials of the life insurance market, and maintains its leading position in China's life insurance market. In 2017, the Company's gross written premiums exceeded RMB500,000 million, achieving a new record high. Through the long-term development and accumulation, China Life has solid financial strength comparable to world-class enterprises in the world. As at 31 December 2019, the Company's total assets amounted to RMB3,726,734 million, leading the life insurance industry in China. As one of the largest institutional investors in China, the Company becomes one of the largest insurance asset management companies in China through its controlling shareholding in China Life Asset Management Company Limited. As at the end of 2019, the total market capitalization of the Company was USD124,913 million. Well- established network and leading technologies Profound and extensive customer base 35 Risk Alert Independent Auditor's Report 120 Definitions and Material Future Prospect 34 04 Embedded Value EMBEDDED 07 FINANCIAL REPORT 08 OTHER INFORMATION 264 The Company has a sound institutional and services network, with its business outlets and services counters covering both urban and rural areas. As at the end of the Reporting Period, the number of sales force from all channels of the Company was 1.848 million, which forms a unique and powerful distribution and services network in China and through which, the Company becomes the life insurance service provider within the reach of customers. Moreover, the Company implemented the "Technology-driven China Life" development strategy in great depth by adhering to the leading concept of technological innovation, so as to cultivate its first-class operational management, risk control and customer services. The Company strives to establish a customer services system equipped with mobile, intelligent and social features, and leverages technologies to provide convenient insurance services to the public. 258 Consolidated Statement of 127 Financial Position Index of Information 261 Disclosure Announcements Consolidated Statement of 129 Comprehensive Income Basic Information of the Company The Company has an extensive customer base. As at 31 December 2019, the Company had approximately 303 million long-term individual and group life insurance policies, annuity contracts and long-term health insurance policies in force, offering insurance services for more than 500 million customers. "2019 Assessment and Selection of Golden Tripod Award in China" and stable core team of the Year" China Life Insurance Company Limited 2019 Annual Report Prelude LO 5 Shanghai Securities News "Golden Wealth Management' for the Year of 2019" "Annual Insurance Protection Brand Top Award of Golden Wealth Management in 2019" Insurance Company People's Daily Online "2019 People's Craftsmanship Service Award" Jointly published by China.org.cn and Insurance Today "2019 Assessment and Selection of 'China Tripod' in the Insurance Industry" "Annual Best Insurance Brand" Hexun.com The "17th Financial Annual Champion Awards" "Influential Insurance Company of the Year" Data Center Dynamics "Asia Pacific Award" China Life Hybrid Cloud () being awarded by Data Center Dynamics (DCD) the "Annual Hybrid IT Project Award" for the Asia Pacific Region in 2019 Association for Talent Development (ATD) "Excellence in Practice Award" "2019 Assessment and Selection of Craftsmanship Award of the People's Choice" Professional "Best Brand Personal Selection by Sina Gold Kirin of During the long course of its development, the Company has accumulated a wealth of experience in operation and management and has a stable and professional management team that is well versed in the art of management in China's life insurance market. The Company's core management team and key personnel comprise those who have in-depth knowledge and understanding of the life insurance market in China, including members of the Company's senior management, experienced underwriting personnel, insurance actuaries and investment managers. During the Reporting Period, there was no movement of these personnel which might have a material impact on the Company. China Life Insurance Company Limited 2019 Annual Report Prelude HONORS AND AWARDS Forbes "2019 Forbes Global 2000", ranking 105th 21st Century Business Herald "Assessment and Selection of the Competitiveness of Asian Financial Enterprises in the 21st Century" "2019 Best Life Insurance Company in Asia" Financial Times "Gold Medal List of Chinese Financial Institution" "Golden Dragon Award the Insurance Industry" – 2019 Best Listed Insurance Company" 34 "Golden Tripod Award in China - 2019 Excellent Life Insurance Company" Securities Times "Ark Prize for Insurance Company with High-quality Development in 2019" "Ark Prize for Targeted Poverty Alleviation of the PRC Insurance Industry in 2019" Sina Finance "2019 Assessment and National Business Daily Performance of the Corporate Social Responsibility 53 22 CHINA LIFE 中国人寿 中国人寿 CHINA LIFE C CHINA LIFE 中国人寿 9 7686667 9 ② 中國人壽 計 词 國人壽保險股份 忠獎 The Company is a life insurance company established in Beijing, China on 30 June 2003 according to the Company Law and the Insurance Law of the People's Republic of China. The Company was successfully listed on the New York Stock Exchange, the Hong Kong Stock Exchange and the Shanghai Stock Exchange on 17 and 18 December 2003, and 9 January 2007, respectively. The Company's registered capital is RMB28,264,705,000. The Company is a leading life insurance company in China and possesses an extensive distribution network comprising exclusive agents, direct sales representatives, and dedicated and non-dedicated agencies. The Company is one of the largest institutional investors in China, and becomes one of the largest insurance asset management companies in China through its controlling shareholding in China Life Asset Management Company Limited. The Company also has controlling shareholding in China Life Pension Company Limited. Our products and services include individual life insurance, group life insurance, and accident and health insurance. The Company is a leading provider of individual and group life insurance, annuity products and accident and health insurance in China. As at 31 December 2019, the Company had approximately 303 million long-term individual and group life insurance policies, annuity contracts, and long-term health insurance policies in force. We also provide both individual and group accident and short-term health insurance policies and services. SE ㄓ 錯中國 Stock Code: 2628 ANNUAL REPORT 2019 中国人寿保险股份有限公司 China Life Insurance Company Limited harance Company 8 CHINA SE Honors and Awards Core Competitiveness 01 CONTENTS PRELUDE Customer Se Products CHINA LIFE 中國人壽 CHINA LIFE 中国人寿 中国人寿 Exe CHIN 中国 Home C China Life 180 108 160 140 O 32 7 00 12 Restriction on Major Assets 53 Directors, Supervisors, Senior Management and Employees 71 Targeted Poverty Alleviation 53 Report of Corporate 86 Others E-learning Center () being awarded 53 Governance MANAGEMENT DISCUSSION AND ANALYSIS Review of Business Operations 18 in 2019 Business Analysis Analysis of Specific Items Technological Empowerment and Operations and Services 21 29 03 CHAIRMAN'S STATEMENT Undertakings Changes in Ordinary Shares and Shareholders Information 02 Chairman's Statement 05 SIGNIFICANT EVENTS 06 CORPORATE GOVERNANCE Material Litigations or 41 67 Report of the Board of Arbitrations Directors Major Connected Transactions 41 Report of the Board of 64 Supervisors Material Contracts and Their 52 Performance 56 by the Association for Talent Development (ATD) the "Excellence in Practice Award" 942,087mill China Life Insurance Company Limited 2019 Annual Report Prelude 3,573,154 3,104,014 14.5% 15.1% 3,317,392 2,931,113 13.2% 2,897,591 2,696,951 2,753,124 2,573,049 2,572,281 2,389,303 2,448,315 2,334,814 2,122,101 403,764 318,371 3,726,734 3,254,403 26.8% 303,621 322,492 Per share (RMB) Earnings per share (basic and diluted)³ 2.05 0.39 425.8% 1.13 0.66 1.22 320,933 Equity holders' equity per share³ Total equity holders' equity Investment assets² 411.5% 32,253 19,127 34,699 Net profit attributable to ordinary share holders of the Company 57,893 11,011 425.8% 31,873 Total liabilities 18,741 Net cash inflow/(outflow) from operating activities 286,032 147,552 93.9% 200,990 89,098 (18,811) As at 31 December Total assets 34,514 11,395 14.28 26.8% 11.56 of 12.93 percentage points Ratio of assets and liabilities (%) 89.02 90.07 decrease 88.77 88.59 86.68 6.16 of 1.05 Gross investment yield 5 (%) 5.24 3.29 points increase 5.16 4.69 6.42 of 1.95 percentage points 8 China Life Insurance Company Limited 2019 Annual Report • Prelude percentage 11.26 10.49 3.54 11.35 10.74 11.41 Ordinary share holders' equity per share³ 14.01 10.99 27.5% 11.08 10.47 increase 11.13 operating activities per share³ 10.12 5.22 93.9% 7.11 3.15 (0.67) Major financial ratios Weighted average ROE (%) 16.47 Net cash inflow/(outflow) from 58,287 holders of the Company Net profit attributable to equity increase of 77.7% וייון Gross investment yield 5.24% increase of 195BPS a year-on-year $ Comprehensive investment yield Comprehensive solvency ratio 7.28% 418BPS a year-on-year increase of 276.53% million an increase of percentage from the end of 2018 10 First-year regular premiums with a payment duration of ten years or longer 59,168m a year-on-year million increase of 42.1% Percentage of premiums from designated protection-oriented products in first-year regular premiums 25.97 points a year-on-year increase of a year-on-year Gross investment income BUSINESS HIGHLIGHTS $ Gross written premiums 567,086 a year-on-year million increase of 5.8% Net profit attributable to equity holders of the Company 58,287million a year-on-year 169,043m increase of 411.5% Business Highlights Financial Summary an increase of million 18.5% from the end of 2018 Value of one year's sales 58,698 a year-on-year increase of million 18.6% Embedded value percentage 8.6 points China Life Insurance Company Limited 2019 Annual Report Prelude Benefits, claims and expenses 677,690 621,243 9.1% 608,827 522,794 463,492 Insurance benefits and claims expenses 509,467 362,301 479,219 466,043 407,045 352,219 Profit before income tax 59,795 13,921 329.5% 41,671 23,842 45,931 6.3% 426,230 506,910 5.3% 7 FINANCIAL SUMMARY MAJOR FINANCIAL DATA AND INDICATORS FOR THE PAST FIVE YEARS Major Financial Data¹ For the year ended Total revenues Net premiums earned RMB million Under International Financial Reporting Standards (IFRS) 2019 2018 Change 2017 2016 2015 729,474 627,419 16.3% 643,355 540,781 507,449 560,278 532,023 6 45 Shareholders' General Meeting Reviewing connected transactions. In 2019, the Audit Committee reviewed the proposal on the framework agreement in relation to daily connected transactions of AMP and the proposal on the renewal of the framework agreement in relation to daily connected transactions between the Company and Guangfa Bank, and submitted it to the Board and shareholders' general meetings for approval; and listened to the report on the list of connected parties of the Company on a regular basis. The Audit Committee reviewed the audit report on connected transactions for conscientious implementation of laws and regulations with respect to connected transactions. The Company entered into written agreements in respect of all new connected transactions, the formalities of which were fully completed. The contents of the agreements were in compliance with law, and their approval and disclosure procedures were in compliance with the regulatory requirements. Hence, the Company better performed its obligations as a listed company pursuant to the regulatory requirements of its listed jurisdictions. Regular Board meetings are held mainly to review the quarterly, interim or annual reports of the Company and to deal with other related matters. The practice of obtaining Board consent through the circulation of written resolutions does not constitute a regular Board meeting. An ad-hoc Board meeting may be convened in urgent situations if requisitioned by any of the following: shareholders representing over one-tenth of voting shares, Directors constituting more than one-third of the total number of Directors, the Board of Supervisors, more than two Independent Directors, the Chairman of the Board or the President of the Company. If the resolution to be considered at such ad-hoc Board meetings has been circulated to all the Directors and more than half of the Directors having voting rights approve such resolution by signing the resolution in writing, the ad-hoc Board meeting need not be physically convened and such resolution in writing shall become an effective resolution. If a Director is materially interested in a matter to be considered by the Board, the Director having such conflict of interest shall have no voting right on the matter to be considered and shall not be counted in the quorum for the Board meeting. All Directors shall have access to the advice and services of the Board Secretary and the Company Secretary. Detailed minutes of Board meetings regarding matters considered by the Board and decisions reached, including any concerns raised by Directors or dissenting views expressed, are kept by the Board Secretary. Minutes of Board meetings are available upon reasonable notice for inspection and comment upon by Directors. Currently, the sixth session of the Board comprises the following members: Mr. Wang Bin, Mr. Su Hengxuan, Mr. Li Mingguang and Mr. Zhao Peng, all being Executive Directors, Mr. Yuan Changqing, Mr. Liu Huimin, Mr. Yin Zhaojun and Mr. Wang Junhui, all being Non-executive Directors, and Mr. Chang Tso Tung Stephen, Mr. Robinson Drake Pike, Mr. Tang Xin and Ms. Leung Oi-Sie Elsie, all being Independent Directors, with Mr. Wang Bin as the Chairman of the Board. In January 2019, Mr. Xu Hengping resigned from his position as a Director due to the reason of age. In June 2019, Mr. Xu Haifeng resigned from his position as a Director due to the reason of age. The Board of Directors of the Company has conducted in- depth investigation and research activities. In May 2019, the members of the Board carried out investigation and research on AMC, received reports concerning its overall situation, and discussed with the management of AMC at seminars about its business operation, investment strategy, allocation plan, investment return, and risk control and prevention. Through the investigation and research, the Board of Directors further understood the development of the Company's investment business and its entrusted investments in great depth and examined the effectiveness of the implementation of decisions of the Board, which thus enhanced the legal compliance and risk prevention of the Company in a practical manner. In 2019, all members of the the Board of Directors attended a training course on the topic of "Standards of New Insurance Contracts and their Effects", with the external auditors of the Company as the speaker, which gave them the opportunity to familiarize with and understand the impact of the standards of new insurance contracts on the subsequent management of the Company. Mr. Liu Huimin and Mr. Yin Zhaojun, the Non-executive Directors of the Company, attended the 2nd and 4th special training courses of 2019 for directors and supervisors of listed companies within Beijing as organized by the Listed Companies Association of Beijing, respectively. Pursuant to the regulatory requirements, all members of the the Board of Directors attended the training programs on anti-money laundering. Pursuant to the regulatory requirements of the industry, Mr. Li Mingguang and Mr. Wang Junhui, the new Directors of the Company, sat for the examinations of the CBIRC regarding the approval of qualifications of new directors, supervisors and senior management officers of insurance institutions as organized by the CBIRC. The Company has consistently improved its corporate governance structure, regulated the acts of Directors in performing their duties, and optimized the mechanism for supervising and evaluating the performance of duties by Directors. Pursuant to the "Measures for the Administration of Independent Directors of Insurance Institutions" published by the CBIRC, the "Operational Guidance for Evaluating the Performance of Duties by Directors of Insurance Companies" issued by the Insurance Association of China, the "Provisional Measures for Evaluating the Performance of Duties by Directors" of the Company and other requirements, and after taking into account the actual situation of its corporate governance, the Company conducted an evaluation of the performance of duties by Directors. Based on the self-assessment of Directors and the evaluation of the Board of Supervisors, all members of the Board of the Company were evaluated as competent in their performance of duties in 2019. 92 China Life Insurance Company Limited 2019 Annual Report Corporate Governance Meetings and attendance In 2019, five regular Board meetings and seven ad-hoc Board meetings were held by the sixth session of the Board. The attendance records of individual Directors are as follows: China Life Insurance Company Limited 2019 Annual Report Corporate Governance 91 Name of Director Number of meetings required Number of Number of meetings meetings attended attended Number of meetings absent to attend Type of Director Meetings of the Board are held both on a regular and an ad-hoc basis. Regular meetings are convened at least four times a year for the examination and approval of proposals, such as annual report, interim report, quarterly reports, related financial reports, and major business operations of the year. Meetings are convened by the Chairman of the Board and a notice is given to all Directors 14 days before such meetings. Agendas and related documents are sent to the Directors at least 3 days prior to such meetings. In 2019, all notices, agendas and related documents in respect of such regular Board meetings were sent in compliance with the above requirements. By fully reviewing all the relevant proposals, the Board has confirmed that the information contained in its periodic reports and financial reports is true, accurate and complete and contains no false representations, misleading statements or material omissions, and no event or situation which would have material adverse impacts on the Company's ongoing operation has been found. In 2019, Independent Directors of the Company possessed extensive experience in various fields, such as macro- economics, finance and insurance, legal compliance, accounting and auditing. The Company also complies with the requirement of the Listing Rules of the HKSE that at least one of its Independent Directors has appropriate professional qualifications or accounting qualifications or related financial management expertise. As required under the Listing Rules of the SSE and the HKSE, the Company has obtained a written confirmation from each of its Independent Directors in respect of their independence, and the Company is of the opinion that all of the Independent Directors are independent of the Company and strictly perform their duties as Independent Directors. Pursuant to the Articles of Association, Directors shall be elected at the shareholders' general meeting for a term of three years and may be re-elected on expiry of the three- year term. However, Independent Directors may not serve for more than six years. liabilities that might arise in the course of their performance of duties according to law and facilitate Directors to fully perform their duties. So far as the Company is aware, no financial, business, family or other material relationship exists among members of the Board of Directors, the Board of Supervisors or the senior management, including between Mr. Wang Bin, the Chairman of the Board, and Mr. Su Hengxuan, the President of the Company. Name of Director Type of Director general meetings required to attend Number of meetings attended in Number of meetings Attendance rate absent person Xu Hengping Xu Haifeng Executive Director Executive Director 0 1 1 0 100% 90 China Life Insurance Company Limited 2019 Annual Report Corporate Governance BOARD The Board is the standing decision-making body of the Company and its main duties include: performing the function of corporate governance of the Company, convening shareholders' general meetings, implementing resolutions passed at such meetings, improving the Company's corporate governance policies, approving the Company's development strategies and operation plans, formulating and supervising the Company's financial policies, annual budgets and financial reports, providing an objective evaluation on the Company's operating results in its financial reports and other disclosure documents, dealing with senior management personnel matters, arranging for Directors and senior management to attend various training courses, attaching importance to the enhancement of their professional quality, reviewing the compliance policies of the Company, assessing the internal control systems of the Company and reviewing the compliance by the Company with the Corporate Governance Code. The day- to-day management and operation of the Company are delegated to the management. The responsibilities of Non- executive Directors and Independent Directors include, without limitation, regularly attending meetings of the Board and the specialized Board committees of which they are members, providing opinions at meetings of the Board and the specialized Board committees, resolving any potential conflict of interest, serving on the Audit Committee, the Nomination and Remuneration Committee and other specialized Board committees, and inspecting, supervising and reporting on the performance of the Company. The Board is accountable to the shareholders of the Company and reports to them. Currently, the Board comprises twelve members, including four Executive Directors, four Non-executive Directors and four Independent Directors. The number of Independent Directors complies with the minimum requirement of three Independent Directors and the requirement that at least one-third of the Board be represented by Independent Directors under the regulatory rules of the industry and its listed jurisdictions. All members of the Board have devoted sufficient time in dealing with the affairs of the Board and attended the relevant training courses organized by external regulatory authorities and the Company according to regulatory requirements. They have referred to regulatory documents on a regular basis so as to keep themselves informed of the regulatory development in a timely manner. The Company has purchased director's liability insurances for its Directors, which provide protection to Directors for in person Number of shareholders' by proxies Whether the Directors failed to attend two No Yuan Changqing Non-executive Director 12 10 2 Note 3 0 83.3% No 100% Liu Huimin 12 9 3 Note 4 0 75% Yes Yin Zhaojun Non-executive Director 12 Non-executive Director 0 0 3 consecutive meetings Wang Bin Executive Director 12 9 3 Note 1 0 75% No Su Hengxuan Executive Director 12 11 1 Note 2 0 91.7% No Li Mingguang Executive Director 3 Rate of attendance in person Attendance records of the resigned Directors at the shareholders' general meetings convened during the Reporting Period: 50% 1 Number of meetings attended in Number of meetings Attendance rate absent person Wang Bin Executive Director 2 Number of shareholders' general meetings required to attend 2 100% Su Hengxuan Executive Director 2 1 1 50% Li Mingguang Executive Director 0 Type of Director Name of Director Attendance records of Directors at the shareholders' general meetings convened during the Reporting Period: The shareholders' general meeting, as an organ of the highest authority of the Company, exercises its duties and functions in accordance with relevant laws. Its duties and powers include the election, appointment and removal of Directors and Non-employee Representative Supervisors, review and approval of the reports of the Board of Directors and the Board of Supervisors, review and approval of the annual budget and final accounts of the Company, and any other matters required by the Articles of Association to be approved by way of resolution of the shareholders' general meeting. The Company ensures that all shareholders are equally treated so as to ensure that the rights of all shareholders are protected, including the right of access to information in relation to, and the right to vote in respect of, major matters of the Company. The Company has the ability to operate and manage its business autonomously, and is separate and independent from its controlling shareholder in its business operations, personnel, assets and financial matters. Shareholders' general meetings convened during the Reporting Period are as follows: Session of the meeting Date of the meeting 2018 Annual General Meeting 30 May 2019 First Extraordinary General Meeting 2019 19 December 2019 Index for websites on which resolutions were published http://www.sse.com.cn http://www.hkexnews.hk http://www.e-chinalife.com http://www.sse.com.cn http://www.hkexnews.hk http://www.e-chinalife.com Date of publication of resolutions 30 May 2019 19 December 2019 Fifteen proposals including: the "Proposal in relation to the Report of the Board of Directors of the Company for the Year 2018", the "Proposal in relation to the Report. of the Board of Supervisors of the Company for the Year 2018", the "Proposal in relation to the Financial Report of the Company for the Year 2018", the "Proposal in relation to the Profit Distribution Plan of the Company for the Year 2018", the "Proposal in relation to the Remuneration of Directors and Supervisors of the Company", the "Proposal in relation to the Remuneration of Auditors of the Company for the Year 2018 and the Appointment of Auditors of the Company for the Year 2019", the "Proposal in relation to the Amendments to the 'Articles of Association'", the "Proposal in relation to the General Mandate for the Issuance of H Shares by the Company", the "Proposal in relation to the Authorization associated with the Overseas Issue of Senior Bonds by the Company", the "Proposal in relation to the Election of Mr. Li Mingguang as an Executive Director of the Sixth Session of the Board of Directors of the Company" and the "Proposal in relation to the Election of Mr. Wang Junhui as a Non-executive Director of the Sixth Session of the Board of Directors of the Company", were considered and approved by a combination of onsite and online voting, and the "Duty Report of the Independent Directors of the Board of Directors of the Company for the Year 2018" and the "Report on the Status of Connected Transactions and the Execution of Connected Transactions Management System of the Company for the Year 2018" were received and reviewed at the 2018 Annual General Meeting held in Beijing on 30 May 2019. Three proposals including: the "Proposal in relation to the Election of Mr. Zhao Peng as an Executive Director of the Sixth Session of the Board of Directors of the Company", the "Proposal on the 'Framework Agreement in relation to Daily Connected Transactions' of China Life AMP Asset Management Co., Ltd." and the "Proposal on the Renewal of the 'Framework Agreement in relation to Daily Connected Transactions' between the Company and China Guangfa Bank Co., Ltd." were considered and approved by a combination of on-site and online voting at the First Extraordinary General Meeting 2019 held in Beijing on 19 December 2019. China Life Insurance Company Limited 2019 Annual Report Corporate Governance 89 1 1 0 100% Independent Director 2 2 0 100% Robinson Drake Pike Independent Director 2 2 0 100% Tang Xin Independent Director 2 2 0 100% Leung Oi-Sie Elsie Independent Director 2 1 Chang Tso Tung Stephen 10 Note 5 100% 1 Yuan Changqing Non-executive Director 2 1 1 50% Liu Huimin Non-executive Director 2 0 2 0 Yin Zhaojun Non-executive Director 2 0 2 0 Wang Junhui Non-executive Director 1 0 Assessing the work of and strengthening communications with external auditors. Besides regular meetings, the Audit Committee convened communication meetings in advance with external auditors for several times so as to discuss the annual audit plan of the Company, determine the service scope of the annual audit, listen to the report given by the auditors with respect to the results of the audit on and review of periodic financial reports of the Company, and gave opinions and advice on the agreed-upon procedures proposed annually and quarterly by the external auditors of the Company and the pre-approval of the scope of additional services. Through communications, the Audit Committee enhanced the effectiveness of the internal control of the Company and further supervised the performance of duties by the external auditors in a diligent and responsible way. 2 Note 6 83.3% Luo Zhaohui Han Bing Cao Qingyang Song Ping Number of meetings Attendance rate attended 5/5 Jia Yuzeng 100% 100% 3/3 100% 3/3 100% 2/5 Note 2 40% Notes: 1. 5/5 Note 1 Name of Supervisor In 2019, five meetings were held by the sixth session of the Board of Supervisors. Attendance records of individual Supervisors are as follows: Meetings and attendance 0 83.3% No Note: At the thirteenth meeting of the sixth session of the Board held on 25 April 2019, Mr. Xu Haifeng gave written authorization for Mr. Su Hengxuan to act as his proxy to attend and vote at the meeting. Performance of duties by Independent Directors In 2019, all Independent Directors of the Company possessed extensive experience in various fields, such as macro-economics, finance and insurance, legal compliance, accounting and auditing. They satisfied the criteria for Independent Directors under the regulatory rules of the Company's listed jurisdictions. The Independent Directors of the Company performed their duties pursuant to the Articles of Association and the provisions and requirements of the listing rules of the Company's listed jurisdictions. All Independent Directors diligently fulfilled their responsibilities and faithfully performed their duties by attending meetings of the Board and the specialized Board committees in 2019, examining and approving the Company's business development, its financial management and connected transactions, participating in the establishment of specialized Board committees, providing professional and constructive advice in respect of major decisions of the Company, seriously listening to the reports from relevant personnel, understanding the daily operations and any possible operational risks of the Company in a timely manner, and expressing their opinions and exercising their functions and powers at Board meetings, thus actively performing their duties as Independent Directors in an effective manner. At the annual special meeting between the Chairman and the Independent Directors, all Independent Directors put forward their own views and opinions on various aspects such as the macro-environment, modern economy and industry development, policies of the insurance industry, and corporate governance, etc., and gave advices and recommendations on matters including the development strategy of the Company, development of investment business, brand and image building, team building, and coordinated development with the businesss of overseas companies. The Board attached great importance to opinions and advice from Independent Directors, actively strengthened its communication with them and adopted their advice after careful deliberation and discussion. In 2019, the Company provided various materials to Independent Directors, which facilitated them to comprehend information associated with the insurance industry. All Independent Directors obtained information. relating to the operation and management of the Company through various channels, which therefore formed the basis of their scientific and prudent decisions. 94 China Life Insurance Company Limited 2019 Annual Report Corporate Governance In 2019, the Independent Directors of the Company and the representatives from the external auditors convened four special meetings to communicate and discuss on matters including annual audit, new rules of the HKSE on ESG Report, and contents and impacts of IFRS17. The Independent Directors also met with the person-in-charge of the relevant departments, such as the Strategy and Planning Department, the Investment Management Center, the Finance Department, the Actuarial Department, the Audit Department, and the Culture and Brand Department of the Company, to discuss business development, financial budget, strategic and asset allocation, and work relating to the audit of the Company. In May 2019, Mr. Chang Tso Tung Stephen, Mr. Robinson Drake Pike, Mr. Tang Xin and Ms. Leung Oi-Sie Elsie, all being the Independent Directors of the Company, carried out investigation and research on AMC, received reports concerning its overall situation, and discussed with the management of AMC at seminars about its business operation, investment strategy, allocation plan, investment return, and risk control and prevention for the purpose of further understanding the development of the Company's investment business and its entrusted investments in great depth and examining the effectiveness of the implementation of decisions of the Board, which thus enhanced the legal compliance and risk prevention of the Company in a practical manner. According to the arrangement of the Board for annual training courses, all Independent Directors of the Company attended a training course on the topic of "Standards of New Insurance Contracts and their Effects", with the external auditors of the Company as the speaker, which gave them the opportunity to familiarize with and understand the impact of the standards of new insurance contracts on the subsequent management of the Company. All Independent Directors attended the training programs on anti-money laundering for directors, supervisors and senior management officers as organized by the Company. During the Reporting Period, no Independent Director has raised any objection against the proposals and matters considered by the Board of the Company. CHAIRMAN AND PRESIDENT During the Reporting Period, Mr. Wang Bin has served as the Chairman of the Board of the Company. The Chairman of the Board is the legal representative of the Company, primarily responsible for convening and presiding over Board meetings, ensuring the implementation of Board resolutions, attending annual general meetings and arranging attendance by Chairmen/Chairpersons of Board committees to answer questions raised by shareholders, signing securities issued by the Company and other important documents, providing leadership for the Board to ensure that the Board works effectively and performs its responsibilities, encouraging all Directors to make a full and active contribution to the Board's affairs, and promoting a culture of openness and debate. The Chairman of the Board is accountable to and reports to the Board. During the Reporting Period, Mr. Su Hengxuan has served as the President of the Company. The President is responsible for the day-to-day operations of the Company, mainly including implementing strategies, policies, operation plans and investment schemes approved by the Board, formulating the Company's internal management structure and fundamental management policies, drawing up basic rules and regulations of the Company, submitting to the Board any requests for appointment or removal of senior management officers and exercising other rights granted to him under the Articles of Association and by the Board. The President is fully accountable to the Board for the operations of the Company. BOARD OF SUPERVISORS Pursuant to the Company Law and the Articles of Association, the Company has established a Board of Supervisors. The Board of Supervisors performs the following duties in accordance with the Company Law, the Articles of Association and the "Procedural Rules for the Board of Supervisors Meetings": to examine the finances of the Company; to monitor whether the Directors, President, Vice Presidents and other senior management officers of the Company have acted in contravention of laws, regulations, the Articles of Association and resolutions of the shareholders' general meetings when discharging their duties; to review the financial information of the Company such as financial reports, results reports and profit distribution plans to be approved by the Board; to propose the convening of extraordinary shareholders' general meetings, to propose resolutions at shareholders' general meetings and to perform any other duties. under the laws, regulations and regulatory rules of the Company's listed jurisdictions. China Life Insurance Company Limited 2019 Annual Report Corporate Governance 95 The Board of Supervisors consists of Non-employee Representative Supervisors, such as shareholder representatives, and Employee Representative Supervisors, of which the Employee Representative Supervisors shall not be less than one-third of the Board of Supervisors. Non-employee Representative Supervisors, such as shareholder representatives, shall be elected and removed by a shareholders' general meeting while Employee Representative Supervisors shall be elected and removed by employees of the Company in a democratic manner. The Board of Supervisors is accountable to the shareholders and reports its work to the shareholders' general meeting according to relevant laws. It is also responsible for appraising the Company's operations, financial reports, connected transactions and internal control, etc. during the Reporting Period. Meetings of the Board of Supervisors are convened by the Chairman of the Board of Supervisors. According to the Articles of Association, the Company formulated the "Procedural Rules for the Board of Supervisors Meetings" and established protocols for the Board of Supervisors meetings. Board of Supervisors meetings are categorized as regular or ad-hoc meetings in accordance with the degree of pre-planning involved. There are at least three regular meetings each year, mainly to adopt and review financial reports and periodic reports, and examine the financial condition and internal control of the Company. Ad-hoc meetings are convened when necessary. The sixth session of the Board of Supervisors of the Company comprises Mr. Jia Yuzeng, Mr. Luo Zhaohui, Mr. Han Bing, Mr. Cao Qingyang and Ms. Wang Xiaoqing, with Mr. Jia Yuzeng acting as the Chairman of the Board of Supervisors. Mr. Jia Yuzeng, Mr. Luo Zhaohui and Mr. Han Bing are Non-employee Representative Supervisors, whereas Mr. Cao Qingyang and Ms. Wang Xiaoqing are Employee Representative Supervisors. In February 2019, Mr. Shi Xiangming resigned from his position as a Non-employee Representative Supervisor due to the adjustment of work arrangements. In July 2019, Mr. Tang Yong resigned from his position as a Non-employee Representative Supervisor due to the adjustment of work arrangements. In July 2019, Mr. Huang Xin resigned from his position as an Employee Representative Supervisor due to the adjustment of work arrangements. In January 2020, Mr. Song Ping resigned from his position as an Employee Representative Supervisor due to the adjustment of work arrangements. 2. 1 Note At the sixth meeting of the sixth session of the Board of Supervisors held on 25 April 2019, Mr. Luo Zhaohui attended the meeting by telephony. At the seventh meeting of the sixth session of the Board of Supervisors held on 22 August 2019, Mr. Song Ping gave written authorization for Mr. Cao Qingyang to act as his proxy to attend and vote at the meeting; at the eighth meeting of the sixth session of the Board of Supervisors held on 29 October 2019, Mr. Song Ping gave written authorization for Mr. Cao Qingyang to act as his proxy to attend and vote at the meeting; at the ninth meeting of the sixth session of the Board of Supervisors held on 19 December 2019, Mr. Song Ping gave written authorization for Mr. Cao Qingyang to act as his proxy to attend and vote at the meeting. In 2019, the attendance records of the resigned Supervisors of of the Company at the meetings of the Board of Supervisors are as follows: Position meetings attended rate Robinson Drake Pike Independent Director, Chairman of the Audit Committee of the sixth session of the Board 6/6 100% Chang Tso Tung Stephen Independent Director, member of the Audit Committee of the sixth session of the Board Name of member 6/6 Tang Xin Independent Director, member of the Audit Committee of the sixth session of the Board 4/6 Note 66.7% Note: At the sixth meeting of the Audit Committee of the sixth session of the Board held on 26 March 2019, Mr. Tang Xin gave written authorization for Mr. Robinson Drake Pike to act as his proxy to attend and vote at the meeting; at the seventh meeting of the Audit Committee of the sixth session of the Board of Directors held on 24 April 2019, Mr. Tang Xin gave written authorization for Mr. Robinson Drake Pike to act as his proxy to attend and vote at the meeting. China Life Insurance Company Limited 2019 Annual Report Corporate Governance 97 Performance of duties by the Audit Committee In 2019, the Audit Committee performed its relevant duties and functions in strict compliance with the "Procedural Rules for the Audit Committee Meetings". All members of the Audit Committee performed their obligations in a responsible manner and reviewed the proposals in relation to the audit of the Company, its financial reports, connected transactions, internal control and legal compliance. During meetings of the Audit Committee, all members actively participated in discussions and gave guiding opinions on any proposals considered and discussed at the meetings. Reviewing and approving financial reports. The Audit Committee, according to its duties, reviewed and approved annual, interim and quarterly financial reports of the Company. The Audit Committee was of the view that the financial reports of the Company reflected the overall situation of the Company in a true, accurate and complete manner, and gave its written opinion in this regard. By reviewing and monitoring the completeness of financial statements, annual report and accounts, interim report and quarterly reports of the Company, and examining significant matters such as financial statements and reports, the Audit Committee guaranteed the accuracy and completeness of the financial information disclosed by the Company and the consistency of its financial reports. Prior to the audit conducted by the accounting firm and the review of the annual report, the Audit Committee communicated the relevant situations with the auditors and listened to the report in connection with the arrangement of the audit. After a preliminary opinion on audit was issued by the accounting firm, the Audit Committee commenced in-depth communications with it so as to understand whether there were any issues arisen during the audit. 100% Attendance Number of In 2019, six meetings were held by the Audit Committee of the sixth session of the Board. Attendance records of individual members are as follows: Name of Supervisor Shi Xiangming Tang Yong Huang Xin Number of meetings Attendance rate attended 0/0 2/2 0/2 Note 100% 0 Note: At the fifth meeting of the sixth session of the Board of Supervisors held on 27 March 2019, Mr. Huang Xin gave written authorization for Mr. Luo Zhaohui to act as his proxy to attend and vote at the meeting; at the sixth meeting of the sixth session of the Board of Supervisors held on 25 April 2019, Mr. Huang Xin gave written authorization for Mr. Song Ping to act as his proxy to attend and vote at the meeting. The Board of Supervisors had no objection in respect of any matters under its supervision during the Reporting Period. Activities of the Board of Supervisors during the Reporting Period For the activities carried out by the Board of Supervisors during the Reporting Period, please refer to the "Report of the Board of Supervisors" in this annual report. AUDIT COMMITTEE The Company established its Audit Committee on 30 June 2003. In 2019, the Audit Committee comprised only Independent Directors of the Company. Currently, the Audit Committee of the sixth session of the Board comprises the Independent Directors, Mr. Robinson Drake Pike, Mr. Chang Tso Tung Stephen and Mr. Tang Xin, with Mr. Robinson Drake Pike acting as the Chairman. All members of the Audit Committee have extensive experience in financial matters. The principal duties of the Audit Committee are to review and supervise the preparation of the Company's financial reports, assess the effectiveness of the Company's internal control system, supervise the Company's internal audit system and its implementation, and recommend the engagement or replacement of external auditors. The Audit Committee is also responsible for communications between the internal and external auditors and the establishment of the internal reporting mechanism of the Company. Meetings and attendance 96 China Life Insurance Company Limited 2019 Annual Report Corporate Governance 5 6 No Tang Xin Independent Director 12 12 Note 9 0 0 100% No Leung Oi-Sie Elsie No Independent Director 11 Note 10 1 Note 11 0 91.7% No Notes: 1. 2. 3. 12 100% 0 0 No Wang Junhui Non-executive Director 3 3 0 0 100% No Chang Tso Tung Stephen Independent Director 12 12 Note 7 0 0 100% No Robinson Drake Pike Independent Director 12 12 Note 8 4. 5. 6. 7. Number of meetings absent Rate of attendance Whether the Directors failed to attend two in person consecutive to attend in person by proxies meetings in person Xu Hengping Executive Director Xu Haifeng Executive Director 1 1 0 0 100% attended 0 attended meetings 8. 9. 10. At the sixteenth meeting of the sixth session of the Board held on 23 July 2019, Mr. Wang Bin gave written authorization for Mr. Su Hengxuan to act as his proxy to attend, vote at and chair the meeting; at the eighteenth meeting of the sixth session of the Board held on 22 August 2019, Mr. Wang Bin gave written authorization for Mr. Su Hengxuan to act as his proxy to attend, vote at and chair the meeting; at the twentieth meeting of the sixth session of the Board held on 29 October 2019, Mr. Wang Bin gave written authorization for Mr. Su Hengxuan to act as his proxy to attend, vote at and chair the meeting. At the fourteenth meeting of the sixth session of the Board held on 30 May 2019, Mr. Su Hengxuan gave written authorization for Mr. Xu Haifeng to act as his proxy to attend and vote at the meeting. At the twelfth meeting of the sixth session of the Board held on 27 March 2019, Mr. Yuan Changqing gave written authorization for Mr. Tang Xin to act as his proxy to attend and vote at the meeting; at the twentieth meeting of the sixth session of the Board held on 29 October 2019, Mr. Yuan Changqing gave written authorization for Mr. Wang Junhui to act as his proxy to attend and vote at the meeting. At the twelfth meeting of the sixth session of the Board held on 27 March 2019, Mr. Liu Huimin gave written authorization for Mr. Yin Zhaojun to act as his proxy to attend and vote at the meeting; at the thirteenth meeting of the sixth session of the Board held on 25 April 2019, Mr. Liu Huimin gave written authorization for Mr. Yin Zhaojun to act as his proxy to attend and vote at the meeting; and at the twentieth meeting of the sixth session of the Board held on 29 October 2019, Mr. Liu Huimin gave written authorization for Mr. Robinson Drake Pike to act as his proxy to attend and vote at the meeting. At the twentieth meeting of the sixth session of the Board held on 29 October 2019, Mr. Yin Zhaojun attended the meeting by telephony. At the eighteenth meeting of the sixth session of the Board held on 22 August 2019, Mr. Yin Zhaojun gave written authorization for Mr. Liu Huimin to act as his proxy to attend and vote at the meeting; at the twenty-first meeting of the sixth session of the Board held on 19 December 2019, Mr. Yin Zhaojun gave written authorization for Mr. Yuan Changqing to act as his proxy to attend and vote at the meeting. At the sixteenth meeting of the sixth session of the Board held on 23 July 2019, Mr. Chang Tso Tung Stephen attended the meeting by telephony. At the sixteenth meeting of the sixth session of the Board held on 23 July 2019, Mr. Robinson Drake Pike attended the meeting by telephony. At the twentieth meeting of the sixth session of the Board held on 29 October 2019, Mr. Tang Xin attended the meeting by telephony. At the twentieth meeting of the sixth session of the Board held on 29 October 2019, Ms. Leung Oi-Sie Elsie attended the meeting by telephony; at the twenty-first meeting of the sixth session of the Board held on 19 December 2019, Ms. Leung Oi-Sie Elsie attended the meeting by telephony. 11. At the sixteenth meeting of the sixth session of the Board held on 23 July 2019, Ms. Leung Oi-Sie Elsie gave written authorization for Mr. Tang Xin to act as her proxy to attend and vote at the meeting. China Life Insurance Company Limited 2019 Annual Report Corporate Governance 93 In 2019, the attendance records of the resigned Directors of of the Company at the Board meetings are as follows: Number of Number of Number of Name of Director Type of Director meetings required meetings in person 98 China Life Insurance Company Limited 2019 Annual Report Corporate Governance The Nomination and Remuneration Committee 33.3% 1/3 Note 2 66.7% 2/3 Note 1 rate Attendance Number of meetings attended Li Mingguang Independent Director, Chairperson of the Risk Management and Consumer Rights Protection Committee of the sixth session of the Board Non-executive Director, member of the Risk Management and Consumer Rights Protection Committee of the sixth session of the Board Non-executive Director, member of the Risk Management and Consumer Rights Protection Committee of the sixth session of the Board Yin Zhaojun Liu Huimin Leung Oi-Sie Elsie Position Name of member In 2019, three meetings were held by the Risk Management and Consumer Rights Protection Committee of the sixth session of the Board. Attendance records of individual members are as follows: Meetings and attendance 102 China Life Insurance Company Limited 2019 Annual Report • Corporate Governance The Risk Management and Consumer Rights Protection Committee is mainly responsible for formulating the Company's system of risk control benchmarks, establishing well-developed risk management and internal control systems and the system for the management of consumer rights protection, examining and reviewing the Company's risk preference, risk tolerance and the work reports from the senior management and the Consumer Rights Protection Department, formulating the Company's risk management policy and major policy on consumer rights protection, reviewing the assessment reports in relation to the Company's risk management and internal control, studying major investigation findings on risk management and internal control matters as delegated by the Board or on its own initiative and the management's response to these findings, dealing with major risk emergency events or crisis events or major disagreement in risk management, and supervising and directing the senior management and the relevant departments to resolve any issues identified during the rectification process in a timely manner. and Consumer Rights Protection Committee of the sixth session of the Board comprises Ms. Leung Oi-Sie Elsie, an Independent Director, Mr. Liu Huimin and Mr. Yin Zhaojun, the Non-executive Directors, and Mr. Li Mingguang, an Executive Director, with Ms. Leung Oi-Sie Elsie acting as the Chairperson. In January 2019, Mr. Xu Hengping resigned from his position as a member of the Risk Management Committee of the sixth session of the Board due to the reason of age. The Company established its Risk Management Committee on 30 June 2003. In December 2019, the "Proposal in relation to the Change to the Risk Management and Consumer Rights Protection Committee of the Board of Directors" was considered and approved at the twenty-first meeting of the sixth session of the Board, pursuant to which the Risk Management Committee was renamed as the Risk Management and Consumer Rights Protection Committee, the additional function of management of consumers' rights protection was included in the functions of the original Risk Management Committee, and corresponding changes and amendments were made in such areas as the functions and responsibilities of the committee and the procedural rules of the committee. Currently, the Risk Management RISK MANAGEMENT AND CONSUMER RIGHTS PROTECTION COMMITTEE 2/3 Note 3 66.7% Executive Director, member of the Risk Management and Consumer Rights Protection Committee of the sixth session of the Board 1/1 Reviewing the system of the Company in relation to risk management. In 2019, the Risk Management and Consumer Rights Protection Committee assisted the Board in optimizing the system of the Company in relation to internal control and risk management, considered and approved the relevant rules and regulations such as the amendments to the "Comprehensive Risk Management Rules", as well as the proposals including the amendments to the "Measures for the Administraion of Anti-insurance Fraud of the Company" and the "Measures for the Administration of Anti-money Laundering Work of the Company", and submitted the review opinions to the Board. In 2019, the Risk Management and Consumer Rights Protection Committee performed its duties and functions in strict compliance with the "Procedural Rules for the Risk Management and Consumer Rights Protection Committee Meetings". All members performed their obligations in a responsible manner and reviewed the proposals in relation to the internal control system of the Company, risk management and construction in compliance with law. During meetings of the Risk Management and Consumer Rights Protection Committee, all members actively participated in discussions and gave guiding opinions on the proposals considered and discussed at the meetings. Performance of duties by the Risk Management and Consumer Rights Protection Committee China Life Insurance Company Limited ⚫ 2019 Annual Report Corporate Governance 103 0/0 Executive Director, member of the Risk Management Committee of the sixth session of the Board rate meetings attended Position Attendance Conducting investigation and research activities. In order to better understand the external investment of the Company and the operation of AMC, Mr. Tang Xin, the Chairman of the Nomination and Remuneration Committee, and Mr. Robinson Drake Pike, a member of the Nomination and Remuneration Committee, carried out investigation and research on AMC in May 2019, received reports concerning its overall situation, and discussed with the management of AMC at seminars about its business operation, organizational structure, staff composition and remuneration system for the purpose of further understanding the remuneration standard and appraisal incentive measures of AMC. Number of Name of member In 2019, the attendance record of the resigned Director of the Company at the meetings of the Risk Management Committee is as follows: At the fourth meeting of the Risk Management Committee of the sixth session of the Board held on 18 December 2019, Mr. Yin Zhaojun gave written authorization for Mr. Li Mingguang to act as his proxy to attend and vote at the meeting. At the second meeting of the Risk Management Committee of the sixth session of the Board held on 26 March 2019, Mr. Liu Huimin gave written authorization for Mr. Yin Zhaojun to act as his proxy to attend and vote at the meeting; at the third meeting of the Risk Management Committee of the sixth session of the Board held on 24 April 2019, Mr. Liu Huimin gave written authorization for Mr. Yin Zhaojun to act as his proxy to attend and vote at the meeting. At the fourth meeting of the Risk Management Committee of the sixth session of the Board held on 18 December 2019, Ms. Leung Oi-Sie Elsie gave written authorization for Mr. Liu Huimin to act as her proxy to attend and vote at the meeting. 3. 2. 1. Notes: 100% Xu Hengping China Life Insurance Company Limited • 2019 Annual Report • Corporate Governance 101 Carrying out the performance appraisal of Directors, Supervisors and senior management officers of the Company. The Nomination and Remuneration Committee. reviewed proposals such as the results of evaluating the performance of duties by Directors for 2018, the results of performance appraisal of senior management officers for 2018 and the performance target contract of senior management for 2019, the remuneration of Directors and Supervisors of the Company, and the remuneration of senior management officers of the Company, and made recommendations to the Board in respect of matters such as the determination of performance target, performance appraisal procedures and results. Proposing remuneration policy of Directors, Supervisors and senior management officers of the Company. The Nomination and Remuneration Committee took into account various factors such as business development management, strategic investment decisions, and corporate governance management and control, carefully examined and determined the specific remuneration packages of all Executive Directors and senior management officers, approved the terms of service contracts between the Company and each of the Executive Directors, Non-executive Directors and Independent Directors and pushed forward the signing of service contracts between the Company and all Directors, defined the rights, obligations and remunerations of Directors, and seriously appraised the performance of Directors in the discharge of their duties. 3. 2. 1. At the fifth meeting of the Nomination and Remuneration Committee of the sixth session of the Board held on 24 April 2019, Mr. Tang Xin gave written authorization for Mr. Robinson Drake Pike to act as his proxy to attend and vote at the meeting. Notes: 83.3% 5/6 Note 3 Non-executive Director, member of the Nomination and Remuneration Committee of the sixth session of the Board Yuan Changqing 100% 6/6 Note 2 At the seventh meeting of the Nomination and Remuneration Committee of the sixth session of the Board held on 23 July 2019, Mr. Robinson Drake Pike attended the meeting by telephony. Independent Director, member of the Nomination and Remuneration Committee of the sixth session of the Board 83.3% 5/6 Note 1 rate Attendance Number of meetings attended Independent Director, Chairman of the Nomination and Remuneration Committee of the sixth session of the Board Position Tang Xin Name of member In 2019, six meetings were held by the Nomination and Remuneration Committee of the sixth session of the Board. Attendance records of individual members are as follows: Robinson Drake Pike Reviewing the risk analysis on major matters concerning the business operation and management of the Company. In 2019, the Risk Management and Consumer Rights Protection Committee reviewed the risk analysis on major matters concerning the business operation and management of the Company, reviewed and approved the proposals in relation to the risk compliance analysis on the asset strategic allocation plan for the years from 2020 to 2022 and the risk compliance analysis on the asset allocation plan for the year 2020, and gave guiding opinions on risk control for major matters concerning the business operation and management of the Company in accordance with the regulatory requirements of the CBIRC on the China Risk Oriented Solvency System (C-ROSS). At the fourth meeting of the Nomination and Remuneration Committee of the sixth session of the Board held on 26 March 2019, Mr. Yuan Changqing gave written authorization for Mr. Tang Xin to act as his proxy to attend and vote at the meeting. In 2019, the Nomination and Remuneration Committee performed its relevant duties and functions in strict compliance with the "Procedural Rules for the Nomination and Remuneration Committee Meetings". All members of the Nomination and Remuneration Committee performed their obligations in a responsible manner and reviewed the proposals on the candidates for Directors, nomination of senior management officers, business objectives and appraisal results, the remuneration of Directors, Supervisors and senior management, and the report on the duty performance of the Audit Committee and the Nomination and Remuneration Committee. During meetings of the Nomination and Remuneration Committee, all members actively participated in discussions and gave guiding opinions on the proposals considered and discussed at the meetings. Over 70 years old 2 persons 60-69 years old 2 persons 50-59 years old 5 persons 40-49 years old 3 persons 1 person Female 4 persons Independent Director 11 persons Male Performance of duties by the Nomination and Remuneration Committee Directors by age: 4 persons 4 persons Non-executive Director Executive Director Directors by type: The members of the sixth session of the Board of the Company possess extensive experience in various fields, such as finance and insurance, macro-economics, financial accounting, law and management. Currently, the diversified composition of the sixth session of the Board is as follows: Committee reviewed the proposals in relation to the nomination of Mr. Li Mingguang, Mr. Wang Junhui and Mr. Zhao Peng as the candidates for Directors of the sixth session of the Board, the members of the Risk Management and Consumer Rights Protection Committee of the sixth session of the Board and the members of the Strategy and Assets and Liabilities Management Committee of the sixth session of the Board, respectively. The above nominations were considered and approved by the Board. Independent Directors, and submitted the opinions in relation thereto to the Board, conducted a careful assessment on the qualifications, skills, knowledge and experience of candidates for senior management officers to ensure that the candidates met the requirements set by the Company, and submitted a review opinion to the Board. The Nomination and Remuneration Committee agreed to submit such proposals to the Board for consideration. In 2019, after fully considering the educational background of Mr. Li Mingguang, Mr. Wang Junhui and Mr. Zhao Peng and their experience in product actuarial function, assets and liabilities management, strategic investment and financial management and taking into account the qualification requirements for appointment as members of the specialized Board committees, the Nomination and Remuneration 100 China Life Insurance Company Limited ⚫ 2019 Annual Report Corporate Governance Nomination and proposed appointment of Directors and senior management officers of the Company and the Board diversity policy. The Company firmly believes. that the Board diversity may enhance the decision- making capability of the Board, and considers the Board diversity as a key factor for maintaining a sound corporate governance standard and achieving the sustainable development of the Company. In accordance with the "Procedural Rules for the Nomination and Remuneration Committee Meetings" and the Board diversity policy, the Nomination and Remuneration Committee seriously reviewed the structure of the Board, its number of members and composition (taking into account diversity factors, including gender, age, cultural and educational background, skills, knowledge and experience), fully reviewed the professional qualifications and industrial background of the candidates for Directors and members of the Board committees and the independence of Directors by gender: Providing its opinions for the review of the proposals on risk management to the Board. In 2019, the Risk Management and Consumer Rights Protection Committee closely monitored and controlled and effectively prevented internal and external risks of the Company, assisted the Board in reviewing the assessment reports on business risk and internal control of the Company according to the regulatory requirements in the PRC and overseas. The Risk Management and Consumer Rights Protection Committee provided its opinions for the review of the reports on risk management such as the work summary on anti-money laundering for the year 2018 and the work plan for the year 2019, the statement of the Company on risk preference for the year 2019, the audit report on the solvency risk management system of the Company for the year 2019, the reputational risk management report and the work report on fraudulent risk management, which offered professional support to the Board's decision- making in a scientific manner. Conducting investigation and research activities. In order to better understand the external investment of the Company and the operation of AMC, Ms. Leung Oi-Sie Elsie, the Chairperson of the Risk Management Committee, carried out investigation and research on AMC in May 2019, received reports concerning its overall situation, and discussed with the management of AMC at seminars about its business operation, compliance construction, and risk control and prevention for the purpose of further understanding the compliance construction and risk control and prevention of the Company's investment business. Independent Director, member of the Connected Transactions Control Committee of the sixth session of the Board Robinson Drake Pike 100% 1/1 Independent Director, member of the Connected Transactions Control Committee of the sixth session of the Board Chang Tso Tung Stephen 100% 1/1 Independent Director, Chairman of the Connected Transactions Control Committee of the sixth session of the Board Tang Xin 1/1 attended meetings Attendance Number of Position Name of member In 2019, one meeting was held by the Connected Transactions Control Committee of the sixth session of the Board. Attendance records of individual members are as follows: The principal duties of the Connected Transactions Control Committee are to confirm connected parties of the Company, manage, examine and approve connected transactions to control risks relating to connected transactions, and focus on the compliance and necessity of connected transactions and the fairness of their pricing, which provide an important basis for the Board's decision- making in connected transaction management. Mr. Chang Tso Tung Stephen, Mr. Robinson Drake Pike and Ms. Leung Oi-Sie Elsie, the Independent Directors, with Mr. Tang Xin acting as the Chairman. The Company established its Connected Transactions Control Committee on 29 October 2019. In October 2019, the "Proposal in relation to the Establishment of the Connected Transactions Control Committee of the Board of Directors" was reviewed at the twentieth meeting of the six session of the Board, pursuant to which a new Connected Transactions Control Committee was established under the Board of the Company. Currently, the Connected Transactions Control Committee of the sixth session of the Board comprises Mr. Tang Xin, CONNECTED TRANSACTIONS CONTROL COMMITTEE rate 106 China Life Insurance Company Limited 2019 Annual Report • Corporate Governance 100% Independent Director, member of the Connected Transactions Control Committee of the sixth session of the Board determines, with delegated responsibility, the remuneration packages of all Executive Directors and senior management officers. The fixed salary of the Executive Directors and other members of senior management are determined in accordance with market levels and their respective positions, and the amount of their performance-related bonuses is determined according to the results of performance appraisals. Directors' fees and the volume of share appreciation rights to be granted are determined with reference to market levels and the actual circumstances of the Company. The Nomination and Remuneration Committee is mainly responsible for reviewing the structure of the Board, its number of members and composition and drawing up plans for the appointment, succession and appraisal criteria of Directors and senior management. The committee is also responsible for formulating training and remuneration policies for the senior management of the Company. The Nomination and Remuneration Committee, as an advisor to the Board on the nomination of Directors, shall first discuss and agree on the list of candidates to be nominated as new Directors, following which such candidates are recommended to the Board. The Board shall then determine whether such candidates' appointments should be proposed for approval at the shareholders' general meeting. The major criteria considered by the Nomination and Remuneration Committee and the Board are educational background, management and research experience in the insurance industry, and the candidates' commitment to the Company. As to the nomination of Independent Directors, the Nomination and Remuneration Committee will give special consideration to the independence of the relevant candidates. The Company established the Management Training and Remuneration Committee on 30 June 2003. On 16 March 2006, the Board resolved to change the name of the Management Training and Remuneration Committee to the Nomination and Remuneration Committee, with a majority of Independent Directors on the committee. Currently, the Nomination and Remuneration Committee of the sixth session of the Board comprises Mr. Tang Xin and Mr. Robinson Drake Pike, the Independent Directors, and Mr. Yuan Changqing, a Non-executive Director, with Mr. Tang Xin acting as the Chairman. NOMINATION AND REMUNERATION COMMITTEE Conducting investigation and research activities. In order to better understand the external investment of the Company and the operation of AMC, Mr. Robinson Drake Pike, the Chairman of the Audit Committee, and Mr. Chang Tso Tung Stephen and Mr. Tang Xin, the members of the Audit Committee, carried out investigation and research on AMC in May 2019, received reports concerning its overall situation, and discussed with the management of AMC at seminars about its business operation, internal control and internal audit for the purpose of further understanding and examining the effectiveness of internal control of the Company's investment business. Examining the internal audit functions of the Company. In 2019, the Audit Committee reviewed proposals including the proposal on the 2018 internal audit work, and the proposal on the internal audit work report for the first half of 2019, and convened communication meetings in advance with the Audit Department of the Company, with a view to communicating any matters of concern in an effective manner, further understanding the duties of the Company's audit departments and supervising the effectiveness of the internal audit function. The Audit Committee was of the view that the internal audit function of the Company was effective during the Reporting Period. Assessing the effectiveness of internal control and monitoring the operation of the Company to be in compliance with law. The Audit Committee provided guidance to the Company on the management of internal control, devised the working plan for internal control assessment, reviewed the work report on assessment of internal control, and inspected the rectification of problems identified in the internal control pursuant to Section 404 of the U.S. Sarbanes-Oxley Act. The Audit Committee earnestly performed its duties and responsibilities and monitored the Company to carry out its work in compliance with laws and regulations pursuant to the relevant requirements of the CBIRC, the SSE and the HKSE. As required by its duties and responsibilities, the Audit Committee reviewed the annual and half-year compliance reports of the Company to ensure that its work was conducted strictly according to the relevant regulatory requirements in a reasonable and efficient manner. 108 China Life Insurance Company Limited 2019 Annual Report • Corporate Governance Business operations: The Company independently develops personal insurance businesses, including life insurance, health insurance and accident insurance businesses, reinsurance relating to the above insurance businesses, use of funds permitted by applicable PRC laws and regulations or the State Council, as well as all types of personal insurance services, consulting business and agency business, sale of securities investment funds, and other businesses permitted by the banking and insurance administrative and regulatory authorities of the PRC. The Company currently possesses the "Insurance Company Legal Person Permit" (Number: 000005) issued by the CBIRC. The Company is independently engaged in the businesses as prescribed in its business scope according to law, has separate sales and agency channels and is licensed to use licensed trademarks without consideration. The completeness and independence of the Company's business operations will not be adversely affected by its relationship with related parties. Organization: The Company has established a well- developed organizational system, under which internal bodies such as the Board of Directors and the Board of Supervisors operate separately. There is no subordinate relationship between such internal bodies and the functional departments of the Company's controlling shareholder. Leung Oi-Sie Elsie Finance: The Company has established a separate financial department, and an independent financial accounting system and financial management system; further, the Company makes financial decisions on its own; it employs separate financial personnel, opens separate accounts with banks and does not share bank accounts with CLIC; the Company, as a separate taxpayer, pays taxes individually according to law. Employees: The Company is independent in the aspects of employment, human resources and remuneration management. INDEPENDENCE OF THE COMPANY FROM ITS CONTROLLING SHAREHOLDER In 2019, the Connected Transactions Control Committee focused on the compliance and necessity of connected transactions and the fairness of their pricing when reviewing the proposals in relation to the connected transactions of the Company pursuant to the regulatory requirements of the CBIRC with respect to connected transactions. The Connected Transactions Control Committee also submitted its review opinions in connection with the proposals in relation to the connected transactions such as the investment by the Company in China Life Aged-care Industry Investment Fund and the "Framework Agreement in relation to Daily Connected Transaction" between the Company and Chongqing Trust, which offered professional support to the Board's decision-making in a scientific manner. In 2019, the Connected Transactions Control Committee performed its duties and functions in strict compliance with the "Procedural Rules for the Connected Transactions Control Committee Meetings". All members performed their obligations in a responsible manner and reviewed the proposals in relation to the connected transactions of the Company. During meetings of the Connected Transactions Control Committee, all members actively participated in discussions and gave guiding opinions on the proposals considered and discussed at the meetings. Performance of duties by the Connected Transactions Control Committee 107 China Life Insurance Company Limited 2019 Annual Report • Corporate Governance Note: At the first meeting of the Connected Transactions Control Committee of the sixth session of the Board held on 18 December 2019, Ms. Leung Oi- Sie Elsie gave written authorization for Mr. Chang Tso Tung Stephen to act as her proxy to attend and vote at the meeting. 0 0/1 Note Assets: The Company owns all assets relating to the operation of its principal business. At present, the Company does not provide any guarantee for its shareholders. The Company's assets are independent, complete, and independent of the shareholders of the Company and other related parties. Meetings and attendance Conducting investigation and research activities. In order to better understand the external investment of the Company and the operation of AMC, Mr. Chang, Tso Tung Stephen, the Chairman of the Strategy and Assets and Liabilities Management Committee, and Ms. Leung Oi-Sie Elsie, a member of the Strategy and Assets and Liabilities Management Committee, carried out investigation and research on AMC in May 2019, received reports concerning its overall situation, and discussed with the management of AMC at seminars about its business operation, investment strategy, allocation plan, and investment return for the purpose of further understanding the business development of the Company's investment business and its entrusted investments. Discussing the Company's development plans and major strategic projects. In 2019, the Strategy and Assets and Liabilities Management Committee discussed and reviewed the proposal on the 2018 assessment report for the outline of the 13th five-year development plan, and submitted its opinions to the Board. The Strategy and Assets and Liabilities Management Committee reviewed major strategic projects of the Company, such as the strategic asset allocation plan of the Company for the years from 2020 to 2022, and the investments by the Company in the projects of Ruibo, Baiyangdian Ecological and Environmental Protection Fund and China Life (Jiangsu) Jiequan Health Industry Investment Fund, fully discussed the necessity, feasibility and risks of the project proposals and made recommendations to the Board. 2/2 Non-executive Director, member of the Strategy and Assets and Liabilities Management Committee of the sixth session of the Board Wang Junhui 100% 6/6 Executive Director, member of the Strategy and Assets and Liabilities Management Committee of the sixth session of the Board Su Hengxuan 100% 6/6 Note 1 rate 100% Attendance Independent Director, Chairman of the Strategy and Assets and Liabilities Management Committee of the sixth session of the Board Position Chang Tso Tung Stephen Name of member In 2019, six meetings were held by the Strategy and Assets and Liabilities Management Committee of the sixth session of the Board. Attendance records of individual members are as follows: Meetings and attendance 104 China Life Insurance Company Limited ⚫ 2019 Annual Report • Corporate Governance The Strategy and Assets and Liabilities Management Committee is mainly responsible for the drawing-up of long-term development strategies of the Company, conducting studies on important matters concerning assets and liabilities management and the relevant policies and systems, the system for the application and management of insurance funds, and major strategic investment decisions of the Company, and making recommendations in respect thereof. The Company established the Strategy Committee on 30 June 2003. In October 2010, the proposal to establish the Strategy and Investment Decision Committee on the basis of the Strategy Committee was reviewed and approved at the ninth meeting of the third session of the Board. In June 2018, the proposal to establish the Strategy and Assets and Liabilities Management Committee on the basis of the Strategy and Investment Decision Committee was reviewed and approved at the twenty-fourth meeting of the fifth session of the Board. Currently, the Strategy and Assets and Liabilities Management Committee of the sixth session of the Board comprises Mr. Chang Tso Tung Stephen and Ms. Leung Oi-Sie Elsie, the Independent Directors, Mr. Su Hengxuan and Mr. Zhao Peng, the Executive Directors, and Mr. Wang Junhui, a Non-executive Director, with Mr. Chang Tso Tung Stephen acting as the Chairman. In June 2019, Mr. Xu Haifeng resigned from his position as a member of the Strategy and Assets and Liabilities Management Committee of the sixth session of the Board due to the reason of age. STRATEGY AND ASSETS AND LIABILITIES MANAGEMENT COMMITTEE Number of meetings attended Convening communication meetings of the Strategy and Assets and Liabilities Management Committee in advance. In 2019, Mr. Chang Tso Tung Stephen, the Chairman of the Strategy and Assets and Liabilities Management Committee, convened special meetings with the person- in-charge of various departments such as the Corporate Strategy and Planning Department, the Investment Management Center, the Finance Department, the Actuarial Department, and the Culture and Brand Department for the purpose of understanding and discussing the new business plan, financial budget, 2019 investments and the "Dingxin Project" of the Company as well as the impact of the new ESG rules published by the HKSE. The Strategy and Assets and Liabilities Management Committee also communicated any matters of concern in a timely and effective manner, kept itself informed of the current development of the Company from time to time, and made recommendations in respect thereof. Leung Oi-Sie Elsie 3/6 Note 2 Reviewing the systems of the Company concerning assets and liabilities management. In 2019, the Strategy and Assets and Liabilities Management Committee reviewed and approved the proposal on the amendments to the systems of the Company concerning assets and liabilities management as well as asset allocation pursuant to the requirements of the "Rules for the Management and Supervision of Insurance Assets and Liabilities" published by the CBIRC, studied on the amendments to the "Comprehensive Risk Management Rules", the "Measures for the Administration of Risk Preference System", and the "Measures for the Assets and Liabilities Management of the Company", and made recommendations to the Board. Reviewing annual asset allocation plan and entrusted investments of the Company. In 2019, the Strategy and Assets and Liabilities Management Committee carefully reviewed the proposals on investment plans such as the annual asset allocation plan of the Company and the annual investment plan of the Company for self-use real estate, the proposals on authorization of investments such as the annual authorization by the Company of investment in non self-use real estate, the annual authorization of investment entrusted by the Company in connection with Renminbi liberalization and the annual authorization by the Company of investment in equity investment funds, and the proposals on investment guidelines such as the management guidelines on the investment made by CLI under the entrustment of the Company. The Strategy and Assets and Liabilities Management Committee fully reviewed the above proposals and submitted its opinions to the Board in this regard. In 2019, all members of the Strategy and Assets and Liabilities Management Committee attended meetings in a timely manner, reviewed the proposals on the application of the Company's insurance funds, annual investments, major strategic projects, assets and liabilities management and annual related reports. Members of the Strategy and Assets and Liabilities Management Committee diligently performed their duties. During meetings of the Strategy and Assets and Liabilities Management Committee, all members actively participated in discussions and gave professional advices on any proposals considered and discussed at the meetings. Performance of duties by the Strategy and Assets and Liabilities Management Committee China Life Insurance Company Limited 2019 Annual Report Corporate Governance 105 Note: At the sixth meeting of the Strategy and Assets and Liabilities Committee of the sixth session of the Board held on 24 April 2019, Mr. Xu Haifeng gave written authorization for Mr. Su Hengxuan to act as his proxy to attend and vote at the meeting. 50% 1/2 Note Executive Director, member of the Strategy and Assets and Liabilities Management Committee of the sixth session of the Board rate Independent Director, member of the Strategy and Assets and Liabilities Management Committee of the sixth session of the Board Attendance Xu Haifeng Position Name of member In 2019, attendance record of the resigned Director of the Company at the meetings of the Strategy and Assets and Liabilities Management Committee is as follows: At the seventh meeting of the Strategy and Assets and Liabilities Management Committee of the sixth session of the Board held on 23 July 2019, Ms. Leung Oi-Sie Elsie gave written authorization for Mr. Chang Tso Tung Stephen to act as her proxy to attend and vote at the meeting; at the ninth meeting of the Strategy and Assets and Liabilities Management Committee of the sixth session of the Board held on 28 October 2019, Ms. Leung Oi-Sie Elsie gave written authorization for Mr. Chang Tso Tung Stephen to act as her proxy to attend and vote at the meeting; at the tenth meeting of the Strategy and Assets and Liabilities Management Committee of the sixth session of the Board held on 18 December 2019, Ms. Leung Oi-Sie Elsie gave written authorization for Mr. Chang Tso Tung Stephen to act as her proxy to attend and vote at the meeting. At the seventh meeting of the Strategy and Assets and Liabilities Management Committee of the sixth session of the Board held on 23 July 2019, Mr. Chang Tso Tung Stephen attended the meeting by telephony. 2. 1. Notes: 50% Number of meetings attended China Life Insurance Company Limited 2019 Annual Report Corporate Governance 99 Meetings and attendance Operational risk refers to the risk of direct or indirect losses arising from incomplete internal operational processes, personnel, systems or external events. internal audit and further strengthen the mechanism for internal audit management, which effectively performed the supervisory role of audit. The Company carried out the economic responsibility audit on managers at all levels, anti-money laundering audit, and a variety of audits with a focus on connected transactions, assets and liabilities management, solvency risk management system, internal control over the application of insurance funds, risk management of insurance frauds and certain key issues that the management of the Company were concerned about. Meanwhile, the Company has put more efforts on the application of audit results, and played a proactive role to supervise and direct the implementation of rectification measures for any issues identified in audit, facilitating the standardized management and compliance operation of the Company. The Company has formulated regulations with respect to the reporting, investigation, handling of and responsibility attribution for cases involving any violations of laws, disciplinary rules and regulations by employees, each being implemented by the Legal and Compliance Department, which ensures that cases involving any violations of laws, disciplinary rules and regulations by employees are handled in a timely manner, and the persons involved will be attributed to proper responsibility. The Legal and Compliance Department reports the cases involving insurance agents (which specifically refer to judicial cases) and manages the responsibility attribution of such cases in accordance with regulations such as the "Notice on the Establishment of a Reporting System of Judicial Cases involving Insurance Industry" issued by the CBIRC and internal policies such as the "Implementing Rules for Responsibility Attribution of Cases". The Company has constantly optimized three lines of defense for compliance management to establish an efficient compliance management system, with a view to identifying, guarding against and mitigating material compliance risks. The Company has also fostered the compliance concepts such as active compliance and value of compliance, and promoted a good interaction between the compliance management functional department of the Company and external regulators, which enhanced the overall compliance management standard of the Company and pushed forward its transformation and restructuring. China Life Insurance Company Limited ⚫ 2019 Annual Report Corporate Governance 113 Risk Management Risk Management System workflows. Work in relation to Risk Management Pursuant to the requirements of the CBIRC on the China Risk Oriented Solvency System (C-ROSS), the Company pushed forward the establishment of a solvency risk management system, and built a "1+7+N" comprehensive risk management system with the "Comprehensive Risk Management Rules" as the general principles, seven types of risks (including insurance risk, market risk, credit risk, operational risk, strategic risk, reputation risk and liquidity risk) as the key focuses, and having reliance on a series of implementing rules for business such as the "Measures for the Administration of Risk Preference System". The Company actively implemented key risk monitoring and risk pre-warning classification management, and consistently reinforced the mechanism for formation, transmission and application of the risk preference system, which created a system for the daily management of risk preference with the statement on risk preference as the carrier, and the risk tolerance and limit indicators as the focus. Through the combination of risk preference with various lines of operation and management, the Company maintained a good interaction between risk management and business development. The Company conducts a self-assessment on solvency risk management capability every year so as to assess all work in relation to risk management in two dimensions: the soundness of the system and the effectiveness of its implementation. The Company took specific rectification measures against its own shortcomings and weaknesses, which helped enhanced its risk management standard in all aspects. The Company consistently followed the requirements under anti-money laundering laws and regulations, and performed legal responsibilities including client identity verification, documentation of client identity information and transaction records, money laundering risk classification and report of large sums and suspicious transaction data. Meanwhile, pursuant to external regulatory requirements, the Company conducted special governance on illegal fund raising activities and carried out the self-inspection and rectification in key risk areas, which improved the Company's precaution capability in key risk areas. In 2019, the Company vigorously promoted the informatization of risk management by actively applying the latest advanced technologies such as big data and artificial intelligence, thus making significant breakthroughs in the intelligent application of anti- money laundering, intelligent identification of illegal fund- raising risks, monitoring of sale risk pre-warning, and risk management data mart. The significant improvement of informatization and intellectualization of risk management, and the introduction of a new platform by the Company for risk management provided a strong support to the high- quality development of the Company. Risk Identification and Control The major risks of the Company in the course of operation and management include insurance risk, market risk, credit risk, operational risk, strategic risk, reputation risk, liquidity risk and information safety risk. 114 China Life Insurance Company Limited ⚫ 2019 Annual Report • Corporate Governance Insurance Risk Insurance risk refers to the risk of losses arising from the adverse deviation of the actual situation from the projections of assumptions such as mortality, morbidity, claim ratio, lapse rate and expenses. The Company assessed and monitored insurance risks through sensitivity analysis and other actuarial appraisal methods, with a focus on the impact of loss ratio, expense rate, lapse rate and other relevant assumptions on the Company's operating results. The Company managed insurance risks through the following mechanisms and processes: (1) establishing an organizational structure and a system for insurance risk management, so that insurance risk management can be performed within a scientific, comprehensive and effective management system; (2) devising a system for risk limit indicators and carrying out normal monitoring analysis, so as to contain risks within a controllable range; (3) implementing an effective product development and management system to strictly control product pricing risks, and strengthening empirical analysis to offer support to pricing assumptions and assessing assumptions, in order to prevent and control insurance risks from the front end of products; (4) effectively guarding against adverse selection risks and insurance frauds through the establishment and implementation of a well-developed system for verification of insurance policies and claims, as well as the practical operation regulations; and (5) transferring and mitigating insurance risk through a scientific and reasonable reinsurance arrangement. In 2019, the Company managed insurance risks in a regulated and orderly manner, with sufficient and reasonable provisions of minimum capital for insurance risks. The Company will continuously keep a watch on the development trend of insurance risks and enhance its capability of managing insurance risks on an ongoing basis. Market Risk The Company consistently implemented regulatory requirements and its operational risk management strategies, optimized the operational risk management system, and regulated the operational risk management processes, so as to enhance the effectiveness of operational risk management policies, systems and process management on an ongoing basis. The Company established an operational risk management system that combines three management tools, namely internal control and operational risk assessment, loss data collection and key risk indicators monitoring, and further reinforced the operational risk management at all levels of branches, so as to facilitate the vertical expansion of operational risk management network. In the meanwhile, the Company reported operational risk governance to the management and the corporate governance level on a regular basis. The risk control measures adopted by the Company mainly included the following: (1) developing an operational risk management process compatible with the Operational Risk Reinsurance credit risk refers to the credit risk that may possibly be faced by the Company in connection with the obligations to be undertaken by reinsurers due to their failure to perform reinsurance contracts. To address the reinsurance credit risks, the Company adopted the following measures: (1) properly setting self-retained risk limits through an effective reinsurance management system, and using reinsurance as an effective tool to transfer risks to reinsurers with a high level of solvency; (2) reviewing the relevant information of a reinsurer in the reinsurance registration system in strict compliance with the regulatory requirements prior to the execution of a reinsurance contract to ensure that the reinsurer in cooperation with the Company satisfies with the regulatory requirements; and (3) conducting credit assessment on reinsurers through internal rating to select reinsurers that have higher credit standing to mitigate credit risks. Reinsurance Risk monitoring of credit risk indicators for the purposes of indicating risk exposure and any change of risk distribution in an effective manner and closely tracking down negative information; and (4) stepping up efforts on the research and feasibility study of any industries and sectors for key investment to enhance the capability of the Company in risk management and control during and after investment. China Life Insurance Company Limited ⚫ 2019 Annual Report Corporate Governance 115 The Risk Management Department, the Audit Department and the Legal and Compliance Department of the Company are responsible for the supervision and inspection of its internal control measures. The Company identifies issues in the areas of system design, control implementation and risk management in a timely manner through the adoption of various measures such as walk-through test, control test and risk analysis. It also eliminates loopholes, guards against risks and reduces losses by adopting various measures to improve systems, enhance legal compliance and pursue responsible persons. In 2019, the Company actively adapted to the stringent regulatory environment in the PRC and overseas financial industry and strictly complied with the regulatory requirements to constantly improve the organizational structure of To address the credit risks of investment business, the Company developed and continuously improved the organizational structure of credit risk management, and constantly optimized the process for credit risk management. Meanwhile, the Company established and made amendments to the management system and strengthened the implementation of such system pursuant to the regulatory requirements and management practices; strengthened the research on risks and kept on improving risk analysis, assessment, monitoring, pre- warning and emergency response standard. By relying on information technology, the Company consistently enhanced the standard of quantitative analysis on credit risks and diversified the methods used for risk management and control. The Company primarily adopted the following measures in 2019: (1) continuously improving the theories and logics of credit rating and its models to enhance the credit risk management standard; (2) carrying out credit risk limit management in multiple dimensions, in order to enhance the level of preventing credit risks prior to investment; (3) strengthening the The credit risks that the Company is exposed to mainly relate to investment deposits, bond investments, non- standard financial product investments and reinsurance arrangements, etc. Credit risk refers to the risk that exposes the Company to unexpected losses due to non-performance or delay in the performance of contractual obligations by counterparties, or adverse changes in their credit standings. Credit Risk asset is in line with the requirements of the CBIRC and the internal management provisions of the Company. According to the results of the risk indicator monitoring and stress test, the market risk of the Company was within a normal controllable range. The Company primarily adopted the following risk control measures in 2019: (1) stepping up efforts on the study of macro economy, currency and financial policies to assess domestic and international economic and market trends in a timely manner; (2) reviewing the risks of major assets and the characteristics of their returns on a regular basis, so as to constantly optimize the model of assets allocation; (3) exercising an effective control over equity exposure in public market to gradually reduce the proportion of equity funds; (4) increasing investment in interest rate bonds with long duration when appropriate opportunities arose, with a view to extending the duration of assets and narrowing the gap arising from the duration mismatch of assets and liabilities; and (5) enhancing risk monitoring and pre-warning to strengthen risk emergency management. In order to address the market risks, the Company continued to pay attention to the risk exposures of interest rate, equity prices, real estate prices and exchange rate, monitored value at risk/mark to market (VaR/MTM), yield volatility, duration and other key market risk indicators on a regular basis, set up a 2-tier risk limit indicator and corresponding threshold values, carried out sensitivity analysis and stress test to measure the risk losses to the Company under stress scenarios and gave pre-warning of market risks. Currently, the proportion of each investment Market risk refers to the risk that exposes the Company to unexpected losses due to adverse movement in (amongst others) interest rate, equity prices, real estate prices and exchange rate. Credit Risk of Investment Business nature, scale and risk characteristics of the Company's business, including the identification, assessment, control, monitoring and reporting mechanisms; (2) establishing a loss data room for operational risks to carry out the loss data collection and analysis of operational risks on a regular basis; (3) establishing a key indicator room for operational risks to organize regular monitoring of any risks that may cause losses and to take relevant control measures against them; (4) performing the consolidation of internal control processes, implementing internal control standards and conducting internal control assessment on a regular basis, with a view to constantly increasing the control over operational risks; and (5) promoting a culture of operational risk management by organizing and conducting training courses on operational risk management. In 2019, the operational risk management was satisfactory, the relevant operational risk monitoring indicators were within a safe range, and losses from operational risks were controllable. With the continual improvement of the operational risk control system, the management foundation of the Company was strengthened consistently. The Company has established a comprehensive information technology system to cover all aspects of IT work and formed a closed-loop control mechanism focusing on centralized review and publication, periodic inspection and continuous improvement. By conducting measures such as the inspection and evaluation of system implementation on a regular basis, the Company has guaranteed the effective implementation of the system and facilitated the standardization and normalization of various IT work. Further, the Company has constantly promoted the construction of the systems of information safety and information risk control, and formulated and implemented a series of effective information safety control measures at various stages of the system research and development and its operation and maintenance, thereby strengthening the Company's information safety protection capability. The Company has explored the establishment of an efficient information risk control system and strengthened its control over information risks in advance, so as to effectively ensure the successful commencement of various tasks. In 2019, the Company conducted several internal and external risk assessments to consistently enhance its capability of managing information safety risks. 112 China Life Insurance Company Limited 2019 Annual Report • Corporate Governance PERFORMANCE APPRAISAL AND INCENTIVES FOR SENIOR MANAGEMENT The Company implements a term-of-service and target- related responsibility system for senior management. At the beginning of each year, performance target contracts will be entered into between the Chairman of the Board and the President, and between the President and other senior management of the Company. The performance target contract system is an important tool in disassembling the strategic goals of the Company in a scientific manner, which is conducive towards the breakdown of targets and transmission of responsibility, enhancing the implementation capability of the Company and ensuring the successful completion of its annual business targets. The performance appraisal criteria listed in the individual performance target contracts of senior management are partially linked to the business targets of the Company and partially formulated with reference to the duties and functions of their respective positions. The remuneration for senior management mainly comprises position compensation, performance rewards, welfare benefits and medium and long term incentives. SHAREHOLDERS' INTERESTS To safeguard shareholders' interests, in addition to the right to participate in the Company's affairs by attending shareholders' general meetings, shareholders have the right to convene extraordinary shareholders' general meetings under certain circumstances. If the number of Directors is less than the number stipulated in the Company Law or two-thirds of the number specified by the Articles of Association, or the uncovered losses incurred amount to one-third of the Company's total share capital or if the Board or the Board of Supervisors deems necessary, or more than half of the Directors (including at least two Independent Directors) request, or shareholders holding 10% or more shares of the Company make a requisition, the Board shall convene an extraordinary shareholders' general meeting within two months. Where shareholders holding 10% or more shares request an extraordinary shareholders' general meeting, such shareholders shall make a request in writing to the Board with a clear agenda. The Board shall, upon receipt of such a written request, convene a meeting as soon as possible. If the Board fails to convene a meeting within 30 days of the receipt of such a written request, shareholders making such a request may convene a meeting by themselves at the cost of the Company within four months of the receipt by the Board of such a written request. In accordance with the Articles of Association, when the Company convenes the shareholders' general meeting, shareholders individually or in aggregate holding 3% or more of the shares of the Company shall have the right to submit proposals to the Company. The Company should include such matters that fall into the scope of the functions and powers of the shareholders' general meeting in the agenda of the meeting. Shareholders individually or in aggregate holding 3% or more of the shares of the Company may submit provisional proposals in writing to the convenor sixteen days prior to the shareholders' general meeting. The provisional proposals shall fall into the scope of the functions and powers of the shareholders' general meeting and specify explicit topics and specific resolution matters. Shareholders may put forward enquiries to the Board through the Board Secretary or the Company Secretary, or put forward proposals at shareholders' general meetings through their proxies. The Company has made available its contact details in its correspondence with shareholders to enable such enquiries or proposals to be properly directed. INFORMATION DISCLOSURE AND INVESTOR RELATIONS The Company has established a well-developed and practical information disclosure system in strict compliance with the laws and regulations of its listed jurisdictions and continued to improve the quality of its information disclosure so as to ensure that domestic and overseas investors obtain true, accurate and complete information. The Company has proactively developed investor relations and strengthened its contact and communication with domestic and overseas investors, and addressed hot issues as earlier as possible, which enabled domestic and overseas investors to understand the business operations of the Company in a timely manner. The Company continued to strengthen the construction of its information disclosure system and implement the regulatory requirements relating to information disclosure in a practical manner in order to ensure the timeliness, fairness, truthfulness, accuracy and completeness of information disclosure. The Company constantly enhanced the quality of information disclosure, actively studied and improved the method of disclosure of key information from the perspective of investors, in particular medium and small investors, to enable them to have a deeper understanding of the Company's development strategies, business operations and major issues, optimized the China Life Insurance Company Limited ⚫ 2019 Annual Report Corporate Governance 109 layout of periodic reports, increased the readability of periodic reports by various means such as adding charts and pictures; and inserted additional "business highlights" and "index of information disclosure announcements" as published during the Reporting Period to enable investors to have a clearer understanding of the core business operation of the Company. The Company extended the scope and depth of information disclosure of periodic and ad-hoc reports to ensure investors to obtain timely and accurate information affecting their decisions. The Company also strengthened the implementation of the basic system of information disclosure, regularly organized training courses relating to information disclosure and compliance, carried out timely study and promotion of regulatory rules of its listed jurisdictions in the PRC and overseas, and explained the key tasks for information disclosure and compliance and any difficulties therein. The Company strictly managed its inside information and carried out the registration and filing procedures on persons who have knowledge of inside information in compliance with laws, strengthened the confidentiality of inside information, and safeguarded the legitimate rights and interests of investors, with a view to maintaining the fairness, impartiality and openness of information disclosure of the Company. The Company was awarded Grade A in the assessment by the Shanghai Stock Exchange on information disclosure for the year of 2018- 2019. In 2019, the Company kept abreast with the development pace of technology era in its investor relations, and consistently made innovation in its communications with and services to investors, which constantly enhanced the efficiency of communication between the Company and capital market. The work conducted by the Company for investor relations mainly included holding general meetings, organizing open days, holding results briefings, embarking on global non-deal roadshows, meeting and holding conference calls with investors and analysts, attending investors' meetings, frequently updating information on its investor relations website, and timely responding to enquiries from investors and analysts. The Company innovated a live streaming platform for results announcements and broadcast live its results presentation meetings simultaneously on the local and international share trading platforms, such as Tencent Portfolio, Sina Finance and Futu Securities, to enormously increase its exposure, thereby facilitating investors to comprehend the operating results of the Company directly through internet and mobile phone. Looking back to 2019, the Company communicated with more than 4,400 investors and analysts through different channels, including communicating with more than 1,100 investors who attended results briefings and open days physically and by conference calls, holding over 200 meetings with approximately 1,600 investors and analysts who visited the Company for the year, communicating with more than 1,600 institutional investors by participating in a total of 55 investors' meetings held locally or internationally, and meeting and visiting more than 130 investors in non-deal roadshows for annual and interim results. In addition, the Company kept in close contact with investors by various means such as phone and internet, corresponded with them through more than 1,700 emails, answered more than 350 calls and emails, and recorded a click-through rate of 40,000 viewers for the internet broadcast of results briefings and open days. In the assessment and selection of the "2019 Best Corporate Management Team and Most Respected Company in Asia" held by Institutional Investor, the Company won the award of the "Most Respected Company in Asia". In the assessment and selection of the "5th Session of Investor Relations Awards" organized by the Hong Kong Investor Relations Association, the Company was awarded the "Excellent Award for Investor Relations of Listed Companies". In the assessment and selection of the "1st Session of Best Listed Companies Awards" organized by New Fortune Magazine, the Company was awarded the "Best Listed Company Award". In the assessment and selection of the "3rd Session of Excellent IR in China" jointly organized by Shanghai Securities News and Roadshow China, the Company was awarded the "Best Investor Relations Frontier Award", the "Best Case Award" and the "Best Leader Award", and was nominated by the Investor Relation Magazine, a global authoritative magazine for investor relations, for the 2019 Excellent Award for the Greater China Region. In addition, Mr. Li Mingguang, the Board Secretary of the Company, was awarded the 2019 "Golden Quality" - Outstanding Board Secretary Award by Shanghai Securities News. 110 China Life Insurance Company Limited ⚫ 2019 Annual Report Corporate Governance The Company has formulated the "Measures on the Administration of the Accountability System for Major Errors in Periodic Report Disclosures of China Life Insurance Company Limited", which set forth provisions governing the basic responsibilities of periodic report disclosures, the major errors in periodic report disclosures and the responsibility attribution. As at 31 December 2019, there has been no major error in periodic report disclosures of the Company. In order to enhance the confidentiality of its inside information and regulate the collection, management and reporting of its material information, the Company has formulated the "Measures for the Administration of Persons Who Have Knowledge of Inside Information of China Life Insurance Company Limited" and, after taking into account the regulatory requirements, revised the "Rules for the Administration of Information Disclosure of China Life Insurance Company Limited" and the "System of Internal Reporting of Material Information of China Life Insurance Company Limited" in 2018. In particular, the internal report on material information has been included in the indicator system under the internal control report of the Company. Persons responsible for reporting material information (including all departments, branches, subsidiaries and affiliates of the Company, the controlling shareholder and the shareholders holding over 5% of shares of the Company) obtain and identify potential material information at the level of operation and management by making use of various information technologies, and submit and report such information to the President and the Board of the Company as earlier as possible. The Board then makes the final decision on whether to release the material information, and discloses the same to such extent as it considers reasonable and practicable. In accordance with relevant laws and regulations such as the "Accounting Law of the People's Republic of China" and the "Enterprise Accounting Standards" and taking into account the needs of the Company for its business development, operation and management, the Company has formulated and issued the "Accounting System of China Life Insurance Company Limited" and the "Accounting Practices of China Life Insurance Company Limited". The accounting units of the Company at all levels have implemented them in strict compliance with the requirements of the accounting system and various basic systems to regulate works relating to financial accounting and preparation of financial reports. The accounting units of the Company at all levels have assigned positions in a reasonable manner, clearly defined duties and responsibilities of such positions and their scope of authority on management, and strictly prohibited employees from serving incompatible positions concurrently, thus exercising the control over financial risks in an efficient manner. A relatively well-developed internal control system has been established in terms of team-building, sales and operations, and system management for the sales channels, such as individual insurance, bancassurance, group insurance and health insurance. This internal control system regulates the relevant authorizations and operational workflows, and effectively adopts the measures to prevent and manage risks relating to the operation of exclusive agents. The Company has promulgated clear regulations for the workflows and authorizations relating to the verification of insurance policies, insurance claims and insurance preservation. The Company has also formulated business operation standards and service quality standards, developed systems of business, document and file management, and further regulated the management of business approval authority to strengthen its control over business risk and improve the quality of its services. In compliance with regulatory requirements and having considered the characteristics of its business and management requirements, the Company has established and implemented a series of internal control measures and procedures with respect to currency and funds, insurance operations, external investments, physical assets, information technology, financial reporting and information disclosure to ensure the safety and integrity of its assets. By strictly complying with relevant PRC laws and regulations as well as the internal rules and regulations of the Company, the quality of accounting information has been improved. It is the responsibility of the Board of the Company to establish and effectively implement well-established internal control systems, assess their effectiveness and disclose the report on the internal control assessment. The Board and the Audit Committee are responsible for leading the implementation of internal control measures of the Company, and the Board of Supervisors supervises the internal control assessments performed by the Board. The Company has established the Risk Management Department in its headquarters and branches. The Company also conducts tests on the management level, assesses the effectiveness of the established and implemented internal control systems in accordance with the regulatory requirements of the jurisdictions where the Company is listed, and reports to the Board, the Audit Committee and the management. opinion on the effectiveness of its internal control in relation to financial reporting as at 31 December 2019. The Company's assessment report and the report of its independent auditors will be included as an attachment to its annual report submitted to the SSE and its Form 20-F submitted to the SEC. The Company has established a well-developed system relating to investment decisions in accordance with the relevant laws and regulations and based on the actual situation of investment management. The system defines the approval and decision-making authority, authorization mechanism and specific decision-making procedures for investment management. All major investment decisions shall be approved and implemented in strict compliance with the internal decision-making process of the Company and the requirements of its investment management system. The Investment Decisions Committee is a permanent body of the Company for investment decisions, which is responsible for reviewing major investments and providing support to any investment decisions made by the management. China Life Insurance Company Limited • 2019 Annual Report • Corporate Governance 111 The Company has been devoting significant effort towards the promotion of internal control and the establishment of internal control related systems. In accordance with the requirements of Section 404 of the "U.S. Sarbanes-Oxley Act", the "Standard Regulations on Corporate Internal Control", the "Implementation Guidelines for Corporate Internal Control", the "Guidance on Internal Control for Companies Listed on the Shanghai Stock Exchange", the "Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited", and the "Basic Standards of Internal Control for Insurance Companies" issued by the CBIRC, the Company has carried out a lot of work on its internal control system establishment, rules implementation and risk management by strictly following its corporate governance structure. The Company has also formulated and issued the "Internal Control Implementation Manual of China Life Insurance Company Limited (2019 Edition)" to strengthen the implementation of internal control standards and internal control assessments, and actively promoted the culture and philosophy of internal control, thereby continuously enhancing the internal control of the Company. Internal Control The Company has consistently complied with the regulatory requirements of relevant regulatory authorities, such as the SSE, the HKSE, the U.S. Securities and Exchange Commission (the "SEC") and the New York Stock Exchange, with respect to corporate internal control. INTERNAL CONTROL AND RISK MANAGEMENT The resolution on the amendments to the Articles of Association of the Company was put to vote and adopted at the 2018 Annual General Meeting held on 30 May 2019 and became effective after being approved by the CBIRC (CBIRC's Reply [2019] No. 822) on 30 August 2019. The amendments to the Articles of Association mainly include: 1. adding the information concering the establishment of the Party Committee into the Articles of Association in accordance with the requirements of the "Guidelines on the Articles of Association of Insurance Companies" (Bao Jian Fa [2017] No. 36) published by the CBIRC and the "Governance Standards for Listed Companies" released by the CSRC; 2. adding the obligation of shareholders who hold more than 5% of shares of the Company to inform the Company of significant mattes in accordance with the Company Law, the "Guidelines on the Articles of Association of Insurance Companies", the "Guidelines on the Articles of Association of Listed Companies", the "Governance Standards for Listed Companies" and the actual situation of the operation and management of the Company; 3. adding the chapter of "Special Matters of Corporate Governance", which stipulates that the Company shall adopt the internal corrective procedures and apply to the CBIRC for guidance if it faces possible failures in its corporate governance mechanim, and sets out the obligations to be undertaken by the Company and its shareholders, etc.; 4. further defining the specific duties and powers of shareholders' general meetings and the Board of Directors and setting out any share transfer of the controlling shareholder and the circumstances where no meeting of the Board of Directors shall be convened by way of communication voting; 5. determining the form of nomination of Independent Directors, their duties and powers, and their right to report to the CBIRC, adding the additional obligation of Independent Directors to inform the Board of their inability to attend meetings, the restrictive conditions for their re-appointment and the procedures of removal of Independent Directors, and removing the restrictions on the number of Independent Directors nominated by shareholders, etc.; and 6. revising and modifying the provisions with respect to the repurchase of shares of the Company in accordance with the Company Law. Please check the website of the Company (http://www.e-chinalife.com) and the HKExnews website of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) for the latest version of the Articles of Association. CHANGES OF THE ARTICLES OF ASSOCIATION Pursuant to the requirements of the "Notice on the Proper Preparation for Disclosure of 2019 Annual Reports of Listed Companies" promulgated by the SSE, the Company shall release an Internal Control Self-assessment Report simultaneously with the publication of its 2019 annual report. Meanwhile, the Company, as an overseas private issuer, was required to provide a specific assessment report on its internal control system relating to financial reporting for the year ended 31 December 2019 in its Form 20-F (U.S. Annual Report) submitted to the SEC in accordance with Section 404 of the U.S. Sarbanes-Oxley Act. In accordance with the requirements of laws and regulations relating to internal control of the jurisdictions where the Company is listed, the Company has completed internal control self-assessments in relation to the requirements of Section 404 of the U.S. Sarbanes- Oxley Act and the SSE for the year ended 31 December 2019 in two stages, namely, interim assessment and supplementary test, and confirmed after the assessments that its internal controls were effective. The Company has also received from its independent auditors an unqualified Strategic Risk The Company has established an organizational system for comprehensive risk management with the ultimate responsibility assumed by the Board, under the direct leadership of the management, having reliance on the risk management departments and with the close cooperation among the relevant functional departments, and developed a 5-tier organizational structure for risk management covering the corporate governance level, the headquarters level, the provincial branches level, the local or city branches level, and the county sub-branches level. With the reliance on the 5-tier risk management and control structure, the Company has put in place three lines of defense that focus on risk management: the first line of defense consists of branches and sub- branches at all levels and various functional departments that identify, assess, address, monitor and report risks at the front end of business; the second line of defense is composed of the Risk Management and Consumer Rights Protection Committee of the Board, as well as the Risk Management Committee and the Risk Management Department of the Company that take lead in formulating the system, standard and limit for a variety of risks and make recommendations to address such risks; the third line of defense comprises the Audit Committee of the Board, as well as the internal audit department and other departments of the Company that supervise the risk management workflows established by the Company and the procedures and actions for control of various risks. The three lines of defense have been coordinated with each other in a proactive manner to organize and commence any work in relation to risk management. By establishing the organizational structure of risk control, the Company has gradually established a criss-cross network of risk control system, with the risk management departments at all levels as leading bodies, the relevant functional departments as main bodies, the vertical decision-making control system and horizontal interactive collaboration mechanism as supporting systems and the comprehensive risk management as focus, thus laying a strong foundation for the Company to achieve a comprehensive risk management system with full coverage, all-employee participation and effective The Company set up a relatively well-developed system for strategic risk management, and established an organizational system for strategic risk management with the ultimate responsibility assumed by the Board, under the direct leadership of the management and with the division of labour and collaboration among the relevant functional departments. By taking into full account of various factors such as market conditions, risk preference and capital position, the Company made planning for its medium- and long-term development and put the same into practice in annual business plans and work plans, so as to strengthen the formulation, approval, implementation and evaluation of whole process management of strategic and development planning. The Company also created an indicator system for the daily monitoring of strategic risks to monitor and analyze strategic risks on a regular basis, which ensured an effective execution of the Company's strategic risk management. In 2019, the soundness of the Company's strategic risk management system and the effectiveness of its implementation were maintained. 10.00 17.94 7.13 3867,300 29,580 7.433 5,239,900 11.7 1.65 10414. 2,322,248 29.0 0.43 16.27 2,389 3.300 2.02 0.53 17,288,600 32 0.09 13.04 Strategic risk refers to the risk of mismatch between strategies, market conditions and capabilities of the Company arising from ineffective formulation or implementation of strategies or changes in operational environment. 3,888,600 0.77 2.34 45.12 8.49 30 1.52 38,265,200 83 197 1.94 1,051 40,573 36.17 3,491 13,224 247,000 3.91 2.16 81,029 7,284 10.53 6,700 3,322,800 43,31 121967 116 China Life Insurance Company Limited ⚫ 2019 Annual Report Corporate Governance Reputation Risk The Company established a system for reputation risk management to define the organizational structure and responsibilities of reputation risk management in strict compliance with the regulatory requirements. Further, the Company developed a mechanism for the evaluation and responsibility attribution of reputation risks, and optimized the processes covering the identification and ex-ante evaluation, monitoring, response and disposal, reporting, and rectification of reputation risk. By leveraging on technologies, the Company enhanced the intellectualization of reputation risk management to promptly identify reputation risk events and give pre- warning in respect thereof. The Company also continued to offer training courses and exercises on reputation risk management to raise the risk awareness of all employees, which helped enhance its risk response capability. In 2019, the Company constantly made improvements to its system for reputation risk management, focused on source management and organized training courses and exercises. As a result, no major reputation risk events have occurred for the year. Liquidity Risk Liquidity risk refers to the risk that the Company does not have access to sufficient funds in time or at reasonable costs to meet its liabilities or other payment obligations as they become due. The Company established a system for liquidity risk management to define the organizational structure and responsibilities of liquidity risk management. Further, the Company developed the processes covering the identification, evaluation, monitoring, response and disposal, reporting, and rectification of liquidity risk, and organized regular emergency exercises on liquidity risks. Overall, the liquidity risk of the Company was insignificant. The Company will constantly step up its effort on liquidity risk management pursuant to the regulatory requirements and its own regulations to ensure the performance of its obligation and give insurance benefits as scheduled. Information safety risk Information safety risk refers to the operational, legal and reputation risks caused by natural factors, human factors, technological loopholes or management defects in the process of applying information technology in the Company. The Company attached great importance to information safety risk management, and established the information safety functional departments at the headquarters and provincial levels for the strict implementation of its system for information safety management, which ensured that information safety risk was controllable. By applying new cutting-edge technologies such as cloud computing and big data in all aspects, the Company built a security situational awareness platform for the centralized analysis and coordinated disposal of various safety risks. Through the introduction of systems for adaptive security of host computers, deception defense and attacks attribution, etc., the Company further improved its defense-in-depth system, achieving the transformation from passive defense to active security and from assets-driven approach to data-driven approach. With the research on the security governance system of hybrid cloud, the Company effectively protected client information and the safety of third parties connected to the Company at different levels including physical aspect, network, host computer and application. In addition, the Company constantly stepped up efforts on education for the safety awareness of employees to foster a corporate culture of "everyone places emphasis on safety", and conducted several assessments on internal and external risks, which further enhanced the capability of the Company in information safety risk management. In 2019, the Company has not had any circumstances where its operation was affected due to the breakdown of computers or security breach. For other analysis on the insurance risk, market risk, credit risk and liquidity risk of the Company, please refer to the "Risk Management" section in the Notes to the Financial Statements of this annual report. It should be stated that the risk management and internal control of the Company are designed with the objectives to reasonably ensure the legal compliance of business operation and management, safety of assets, truthfulness and completeness of financial reports and relevant information, improvement of operating efficiency and effect, and accomplishment of development strategy. Given the inherent limitations on risk management and internal control, the Company can only provide reasonable assurance with respect to the accomplishment of the above objectives. China Life Insurance Company Limited 2019 Annual Report Corporate Governance 117 Reputation risk refers to the risk of losses due to the negative comments to the Company from the stakeholders arising from the operation and management of the Company or external events. Reputation risk may exist in all aspects of operation and management, including corporate governance, product design, sales and promotion, claim services, application of capital, client complaints, petition through letters and visits and stability maintenance, information safety, remuneration plans, personnel management and information disclosure. 04 14.32 96 10.09 10737,400 495,100 96 10.09 -3.27 3.83 1.74 133,200 -4.9 5.84 55.1 36 30 6 06 10,330 Deferred tax liabilities Current income tax liabilities Statutory insurance fund Total liabilities Equity 21 22 2 20 Other liabilities 81,114 58,426 29 223 46,650 Annuity and other insurance balances payable Premiums received in advance Financial liabilities at fair value through profit or loss 3,859 2,680 Derivative financial liabilities 10.7 602 60,898 1,877 Securities sold under agreements to repurchase 19 118,088 192,141 51,019 49,465 34,990 2,630 558 7,791 2,931,113 318,371 5,578 4,919 Total liabilities and equity 409,342 3,726,734 128 China Life Insurance Company Limited 2019 Annual Report • Financial Report 403,764 The notes on pages 134 to 257 form an integral part of these consolidated financial statements. 323,290 3,254,403 Approved and authorised for issue by the Board of Directors on 25 March 2020. Wang Bin Director Su Hengxuan Director 18 AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS 3,317,392 133,022 149,293 Share capital Other equity instruments Reserves Retained earnings Attributable to equity holders of the Company Non-controlling interests 170,487 Total equity 28,265 28,265 37 7,791 38 197,221 36 Bonds payable The directors of the Company are assisted by the Audit Committee in discharging their responsibilities for overseeing the Group's financial reporting process. Lease liabilities INDEPENDENT AUDITOR'S REPORT (continued) China Life Insurance Company Limited ⚫ 2019 Annual Report Financial Report 125 • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control. • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Our report is made solely to you, as a body, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report. EXCELLENT BUSINESS RESULTS WITH SOLID FINANCIAL PERFORMANCE FINANCIAL REPORT INDEPENDENT AUDITOR'S REPORT EY 安永 To the shareholders of China Life Insurance Company Limited (Incorporated in the People's Republic of China with limited liability) OPINION We have audited the consolidated financial statements of China Life Insurance Company Limited (the "Company") and its subsidiaries (the "Group") set out on pages 127 to 257, which comprise the consolidated statement of financial position as at 31 December 2019, and the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies. 120 China Life Insurance Company Limited 2019 Annual Report • Financial Report INDEPENDENT AUDITOR'S REPORT (continued) To the shareholders of China Life Insurance Company Limited (Incorporated in the People's Republic of China with limited liability) To the shareholders of China Life Insurance Company Limited (Incorporated in the People's Republic of China with limited liability) AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS (continued) • Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern. ASSETS RMB million RMB million Notes 2018 2019 31 December As at As at 31 December As at 31 December 2019 OPINION (continued) CONSOLIDATED STATEMENT OF FINANCIAL POSITION 25 March 2020 Hong Kong Certified Public Accountants Ernst & Young The engagement partner on the audit resulting in this independent auditor's report is Choi Kam Cheong, Geoffrey. From the matters communicated with the Audit Committee, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. • Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. 126 China Life Insurance Company Limited 2019 Annual Report • Financial Report Property, plant and equipment In our opinion, the consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at 31 December 2019, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards ("IFRSS") issued by the International Accounting Standards Board ("IASB") and have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance. We conducted our audit in accordance with International Standards on Auditing ("ISAS") issued by the International Auditing and Assurance Standards Board. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the Code of Ethics for Professional Accountants (the "Code") issued by the Hong Kong Institute of Certified Public Accountants, and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. China Life Insurance Company Limited ⚫ 2019 Annual Report Financial Report 123 INDEPENDENT AUDITOR'S REPORT (continued) To the shareholders of China Life Insurance Company Limited (Incorporated in the People's Republic of China with limited liability) KEY AUDIT MATTERS (continued) Key audit matter Fair value of level III financial assets At 31 December 2019, the Group held material investments in certain financial assets such as private equity funds, preference shares, other equity and debt investments, which are accounted for as available-for-sale securities at fair value or securities at fair value through profit or loss with a combined carrying value of RMB234.99 billion. As disclosed in Note 4.4 to the consolidated financial statements, these investments are classified as level III in the fair value hierarchy as their fair values are measured using valuation methodologies with significant unobservable inputs. Auditing the fair value measurement of the Group's level III financial assets was complex due to the significant estimates and judgements involved in the assessment of valuation methodologies and significant unobservable inputs, including discount rates for factors such as lack of marketability and credit risk, among others. The use of different valuation methodologies and changes in significant unobservable inputs could result in significantly different fair value estimates. How our audit addressed the key audit matter We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over the Group's fair value measurement of level II| financial assets. For example, we tested management's review controls over the valuation methodologies and the significant unobservable inputs used in the fair value measurements. To test the fair value measurement of level III financial assets, our audit procedures included, among others, evaluating the Group's valuation methodologies, testing the significant unobservable inputs used by the Group in determining the fair values, and testing the mathematical accuracy of the Group's valuation calculations. We involved our valuation specialists to assist us with evaluating the Group's valuation methodologies and assessing the reasonableness of the significant unobservable inputs, including discount rates for factors such as lack of marketability and credit risk, among others used in the valuations by comparing them to information available from third-party sources and market data. For a sample of the Group's level III financial assets, our valuation specialists also independently developed fair value estimates and compared them to the Group's valuation results. 3,091 The directors of the Company are responsible for the other information. The other information comprises the information included in the Annual Report, other than the consolidated financial statements and our auditor's report thereon. Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. 124 China Life Insurance Company Limited 2019 Annual Report • Financial Report INDEPENDENT AUDITOR'S REPORT (continued) To the shareholders of China Life Insurance Company Limited (Incorporated in the People's Republic of China with limited liability) RESPONSIBILITIES OF THE DIRECTORS FOR THE CONSOLIDATED FINANCIAL STATEMENTS The directors of the Company are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with IFRSS issued by the IASB and the disclosure requirements of the Hong Kong Companies Ordinance, and for such internal control as the directors determine is necessary to enable the preparation of the consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, the directors of the Company are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors of the Company either intend to liquidate the Company or to cease operations or have no realistic alternative but to do so. To test the impairment test of Sino-Ocean, our audit procedures included, among others, evaluating the Group's valuation methodology and testing the completeness and accuracy of the underlying data used in the cash flows projection. We compared the selling prices of development properties and rental prices of investment properties used in the cash flow projection to the historical business results of Sino-Ocean and industry data. We also involved our internal valuation specialists to assist us with assessing the reasonableness of the Group's valuation methodology with reference to valuation guidelines and industry practice. In addition, we compared the discount rate used by the Group with the discount rate developed by our valuation specialists using information of comparable companies. We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over the Group's investment impairment test of Sino-Ocean. For example, we tested controls over management's review of the impairment test methodology and the significant assumptions used in the valuation. How our audit addressed the key audit matter Auditing management's impairment test of Sino-Ocean was complex due to the significant estimates and judgements involved in management's assessment of its value in use, including the selling prices of development properties, rental prices of investment properties included in the projection of future cash flows and the discount rates used. These estimates and judgements may be affected by unexpected changes in the future market or economic conditions. KEY AUDIT MATTERS Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context. We have fulfilled the responsibilities described in the Auditor's responsibilities for the audit of the consolidated financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the consolidated financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying consolidated financial statements. China Life Insurance Company Limited 2019 Annual Report • Financial Report 121 INDEPENDENT AUDITOR'S REPORT (continued) To the shareholders of China Life Insurance Company Limited (Incorporated in the People's Republic of China with limited liability) KEY AUDIT MATTERS (continued) Key audit matter Valuation of insurance contract liabilities At 31 December 2019, the Group had significant insurance contract liabilities in the amount of RMB2,552.74 billion. As disclosed in Notes 2.12 and 15 to the consolidated financial statements, the Group's insurance contract liabilities are primarily comprised of long-term insurance contract liabilities. The Group uses the discounted cash flow method to estimate the reserve of long-term insurance contracts. BASIS FOR OPINION Auditing the Group's long-term insurance contract liabilities was complex and required the involvement of specialists due to the complexity of the actuarial models and highly judgemental nature of the actuarial assumptions used by management to estimate the liabilities. The actuarial assumptions include mortality, morbidity, lapse rates, discount rates, and expenses. Changes in these assumptions could have significant effects on the valuation of the long-term insurance contract liabilities. We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Group's long-term insurance contract liabilities valuation processes. For example, we tested controls over management's review of the actuarial models, the actuarial assumptions, and the data inputs used. To test the valuation of long-term insurance contract liabilities, our audit procedures included, among others, comparing the methodology, actuarial models and actuarial assumptions used by the Group to recognised actuarial practices and testing the completeness and accuracy of the underlying insurance policy data used in the valuation. We involved our actuarial specialists to assist us with assessing the reasonableness of the assumptions by comparing them to industry data, historical experiences and expectations of the Group. For a sample of selected insurance products, our actuarial specialists performed an independent recalculation of the long-term insurance contract liabilities. In addition, our actuarial specialists assessed the reasonableness of the movement of long-term insurance contract liabilities considering changes in the actuarial assumptions in the reporting period. 122 China Life Insurance Company Limited⚫ 2019 Annual Report • Financial Report INDEPENDENT AUDITOR'S REPORT (continued) To the shareholders of China Life Insurance Company Limited (Incorporated in the People's Republic of China with limited liability) KEY AUDIT MATTERS (continued) Key audit matter The impairment test for investment in an associate At 31 December 2019, the Group held a material investment in an associate, Sino-Ocean Group Holding Limited ("Sino- Ocean"), a company listed on the Stock Exchange of Hong Kong Limited, with a carrying value of RMB11.39 billion. As disclosed in Note 9 to the consolidated financial statements, as the quoted market price of this investment has been continuously below its carrying value, the Group performed an impairment test, and recognised an impairment loss of RMB1.50 billion in 2019. How our audit addressed the key audit matter Right-of-use assets OTHER INFORMATION INCLUDED IN THE ANNUAL REPORT Investments in associates and joint ventures 50,809 53,306 1,257 128 29 33,437 34,029 14 Total assets Cash and cash equivalents Deferred tax assets Other assets 4,364 5,161 13 Reinsurance assets 15,648 17,281 12 Premiums receivable 48,402 41,703 10.9 Accrued investment income 9,905 4,467 10.8 3,726,734 Securities purchased under agreements to resell 3,254,403 China Life Insurance Company Limited 2019 Annual Report Financial Report 127 20,150 Investment properties 20,045 17 Interest-bearing loans and borrowings 85,071 112,593 Policyholder dividends payable 255,434 267,804 16 Investment contracts 2,216,031 2,552,736 15 RMB million RMB million Notes 2018 31 December 31 December 2019 As at As at Insurance contracts LIABILITIES AND EQUITY As at 31 December 2019 CONSOLIDATED STATEMENT OF FINANCIAL POSITION (continued) The notes on pages 134 to 257 form an integral part of these consolidated financial statements. 428 Liabilities 6,333 12,141 9,747 9 222,983 201,661 10.1 10.7 Derivative financial assets 138,717 141,608 10.6 Securities at fair value through profit or loss 870,533 1,058,957 10.5 Available-for-sale securities 6,333 928,751 10.4 806,717 10.2 Statutory deposits - restricted 559,341 535,260 10.3 8 3,520 7 47,281 Term deposits 450,251 Loans Held-to-maturity securities 608,920 51,758 6 ∞ O equity 4,377 139,202 145,675 (Note 38) 7,791 (Note 37) (Note 36) 28,265 Dividends paid (Note 33) Appropriation to reserves (Note 38) Capital paid in by non-controlling interests Transactions with owners Other comprehensive income Net profit Other As at 1 January 2018 RMB million RMB million RMB million RMB million RMB million RMB million Retained earnings Reserves capital instruments Total comprehensive income 4,919 controlling interests (76) Other comprehensive income for the year, net of tax joint ventures under the equity method Share of other comprehensive income of associates and Other comprehensive income that will not be reclassified to profit or loss in subsequent periods: (2,025) 34,988 34,912 Other comprehensive income that may be reclassified to profit or loss in subsequent periods (11,292) 29 Income tax relating to components of other comprehensive income 598 237 Exchange differences on translating foreign operations 735 1,716 Share (2,025) 9,911 325,310 Total Non- of the Company Attributable to equity holders For the year ended 31 December 2019 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 93,926 130 China Life Insurance Company Limited 2019 Annual Report • Financial Report 586 792 9,325 93,134 - Non-controlling interests - Equity holders of the Company Total comprehensive income for the year, net of tax Attributable to: The notes on pages 134 to 257 form an integral part of these consolidated financial statements. 11,395 (11,690) 11,936 Transactions with owners 93,926 792 58,287 34,847 Total comprehensive income 34,912 65 34,847 Other comprehensive income 59,014 7,791 149,293 133,022 4,919 323,290 Effect of associates' adoption of new accounting standards (Note 9) 16 (2,905) (2,889) As at 1 January 2019 28,265 7,791 149,309 727 58,287 Net profit 320,401 Appropriation to reserves (Note 38) Dividends paid (Note 33) 541 Dividends to non-controlling interests Total transactions with owners (2,070) 45 (2,025) (2,070) 11,395 586 9,911 Dividends to non-controlling interests Others Total transactions with owners As at 31 December 2018 105 105 5,885 (5,885) (11,690) 130,117 (149) (149) (197) (197) 5,688 (17,575) (44) (11,931) 28,265 599 (13,087) 13,087 As at 31 December 2019 Reserves to retained earnings (Note 38) Others (32) Net gains on investments of associates and joint ventures Including: share of profit of associates and joint ventures 19,549 24 19,251 (18,278) 8,195 8,098 (4,916) 729,474 627,419 BENEFITS, CLAIMS AND EXPENSES Insurance benefits and claims expenses Life insurance death and other benefits 25 (127,877) (19,591) (248,736) 25 (50,783) (40,552) 25 (330,807) (189,931) Investment contract benefits 26 (9,157) (9,332) Policyholder dividends resulting from participation in profits (22,375) (19,646) Accident and health claims and claim adjustment expenses Increase in insurance contract liabilities 1,831 23 125,167 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the year ended 31 December 2019 REVENUES Gross written premiums Less: premiums ceded to reinsurers Net written premiums Net change in unearned premium reserves Net premiums earned Investment income Net realised gains on financial assets Net fair value gains through profit or loss Other income Total revenues 2019 2018 Notes RMB million RMB million 567,086 (5,238) 535,826 (4,503) 561,848 531,323 (1,570) 700 560,278 532,023 22 139,919 Underwriting and policy acquisition costs (81,396) (62,705) Finance costs 11,936 - Equity holders of the Company - Non-controlling interests 58,287 727 11,395 541 Basic and diluted earnings per share 31 RMB2.05 RMB0.39 The notes on pages 134 to 257 form an integral part of these consolidated financial statements. China Life Insurance Company Limited 2019 Annual Report Financial Report 129 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (continued) For the year ended 31 December 2019 2019 2018 Notes RMB million RMB million Other comprehensive income Other comprehensive income that may be reclassified to profit or loss in subsequent periods: Fair value gains/(losses) on available-for-sale securities Amount transferred to net profit from other comprehensive income Portion of fair value changes on available-for-sale securities attributable to participating policyholders Share of other comprehensive income of associates and joint ventures under the equity method 69,600 (24,591) (4,635) 59,014 (19,521) (1,985) 13,921 27 (4,255) (4,116) Administrative expenses (40,275) (37,486) Statutory insurance fund contribution. (9,602) (7,642) 224 21 (1,163) (1,097) Total benefits, claims and expenses (677,690) (621,243) 9 8,011 7,745 9,159 7,745 Profit before income tax 28 Income tax Net profit Attributable to: 29 22 59,795 (781) (4,916) Other expenses (133) 2015-2017 Cycle Annual Improvements to IFRSS IFRIC 23 IAS 19 Amendments IAS 28 Amendments IFRS 16 Content Standards/Amendments The Group has prepared these consolidated financial statements in accordance with International Financial Reporting Standards ("IFRSS"), amendments to IFRSS and interpretations issued by the International Accounting Standards Board ("IASB"). These consolidated financial statements also comply with the applicable disclosure provisions of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the applicable disclosure requirements of the Hong Kong Companies Ordinance. The Group has prepared the consolidated financial statements under the historical cost convention, except for financial assets and liabilities at fair value through profit or loss, available for sale securities, insurance contract liabilities and certain property, plant and equipment at deemed cost as part of the Restructuring process. The preparation of financial statements in compliance with IFRSS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 3. 2.1 Basis of preparation The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES These consolidated financial statements are presented in millions of Renminbi ("RMB million") unless otherwise stated. These consolidated financial statements have been approved and authorised for issue by the Board of Directors on 25 March 2020. The Company is a joint stock company incorporated in the PRC with limited liability. The address of its registered office is 16 Financial Street, Xicheng District, Beijing, the PRC. The Company is listed on the New York Stock Exchange, the Stock Exchange of Hong Kong Limited, and the Shanghai Stock Exchange. 2.1.1 New accounting standards and amendments adopted by the Group for the first time for the financial year beginning on 1 January 2019 China Life Insurance Company Limited (the "Company") was established in the People's Republic of China ("China" or the "PRC") on 30 June 2003 as a joint stock company with limited liability as part of a group restructuring of China Life Insurance (Group) Company ("CLIC", formerly China Life Insurance Company) and its subsidiaries (the "Restructuring"). The Company and its subsidiaries are hereinafter collectively referred to as the "Group". The Group's principal activities are the writing of life, health, accident and other types of personal insurance business; reinsurance business for personal insurance business; fund management business permitted by national laws and regulations or approved by the State Council of the People's Republic of China, etc. Leases Amendments to IFRS 3, IFRS 11, IAS 12 and IAS 23 IFRS 16 supersedes IAS 17 Leases, and related interpretations from International Financial Reporting Interpretation Committee and Standard Interpretation Committee. The standard sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for all leases under a single on-balance sheet model. Lessor accounting under IFRS 16 is substantially unchanged from IAS 17. Lessors continue to classify leases as either operating or finance leases using similar principles as in IAS 17. Therefore, IFRS 16 did not have any financial impact on leases where the Group is the lessor. IFRS 16-Leases 2.1.1 New accounting standards and amendments adopted by the Group for the first time for the financial year beginning on 1 January 2019 (continued) 2.1 Basis of preparation (continued) 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) For the year ended 31 December 2019 Long-term Interests in Associates and Joint Ventures Plan Amendment, Curtailment or Settlement Uncertainty over Income Tax Treatments NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 1 January 2019 1 January 2019 1 January 2019 1 January 2019 1 January 2019 Effective for annual periods beginning on or after 134 China Life Insurance Company Limited ⚫ 2019 Annual Report⚫ Financial Report The Group has adopted IFRS 16 using the modified retrospective method of adoption with the date of initial application of 1 January 2019. Under this method, the standard has been applied retrospectively with the cumulative effect of initial adoption as an adjustment to the opening balance of retained earnings as at 1 January 2019, and the comparative information for 2018 was not restated and continues to be reported under IAS 17. 1 ORGANISATION AND PRINCIPAL ACTIVITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Net increase/(decrease) in cash and cash equivalents 81 55 Foreign exchange gains/(losses) on cash and cash equivalents 92,963 (36,075) 2,497 Net cash inflow/(outflow) from financing activities (761) Cash paid related to other financing activities 3,560 12,961 Capital injected into subsidiaries by non-controlling interests (1,348) (327) For the year ended 31 December 2019 2,223 Beginning of the year China Life Insurance Company Limited ⚫ 2019 Annual Report Financial Report 133 The notes on pages 134 to 257 form an integral part of these consolidated financial statements. 17 506 50,792 52,800 Cash and cash equivalents 50,809 48,586 50,809 Short-term bank deposits Cash at banks and in hand Analysis of balances of cash and cash equivalents End of the year 53,306 New definition of a lease Under IFRS 16, at inception of a contract, an entity shall assess whether the contract is, or contains, a lease. A contract is, or contains a lease if the contract conveys a right to control the use of an identified asset for a period of time in exchange for consideration. Control is conveyed where the customer has both the right to obtain substantially all of the economic benefits from use of the identified asset and the right to direct the use of the identified asset. The Group elected to use the transition practical expedient allowing the standard to be applied only to contracts that were previously identified as leases applying IAS 17 and IFRIC 4 at the date of initial application. Contracts that were not identified as leases under IAS 17 and IFRIC 4 were not reassessed. Therefore, the definition of a lease under IFRS 16 has been applied only to contracts entered or changed on or after 1 January 2019. At inception or on reassessment of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease and non-lease component on the basis of their stand-alone prices. A practical expedient is available to a lessee, which the Group has adopted, not to separate non-lease components and to account for the lease and the associated non-lease components as a single lease component. 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) China Life Insurance Company Limited ⚫ 2019 Annual Report Financial Report 137 In December 2017, the Annual Improvements 2015-2017 Cycle issued set out amendments to IFRS 3, IFRS 11, IAS 12 and IAS 23, which are effective for annual periods beginning on or after 1 January 2019. There has been no significant impact on the Group's consolidated financial statements as a result of these amendments. - 2.1 Basis of preparation (continued) The Group's accounting treatment in the previous years is in line with the clarification of the interpretation. The clarification has had no significant impact on the Group's consolidated financial statements. IFRIC 23 - Uncertainty over Income Tax Treatments The Group has no defined benefit plans. The amendments under IAS 19 have had no impact on the Group's consolidated financial statements. The Group will adopt the amendments if such business occurs in the future. In February 2018, the IASB issued the amendments to IAS 19 which addresses the accounting when a plan amendment, curtailment or settlement occurs during a reporting period. The amendments are effective for annual periods beginning on or after 1 January 2019 and apply retrospectively. IAS 19 Amendments - Plan Amendment, Curtailment or Settlement The Group's accounting treatment in the previous years is in line with the amendments, thus there has been no impact on the Group's consolidated financial statements as a result of the amendments. In October 2017, the IASB issued the amendments to IAS 28 which indicates that an entity applies IFRS 9 to long-term interests in an associate or joint venture to which the equity method is not applied but that, in substance, form part of the net investment in the associate or joint venture (long-term interests). The amendments also clarify that for the entity that applies the temporary exemption from IFRS 9, IAS 39 applies to the long-term interests, and those entities are not required to restate prior periods to reflect the application of amendments. The amendments are effective for annual periods beginning on or after 1 January 2019. In June 2017, the IASB issued IFRIC Interpretation 23 which clarifies application of the recognition and measurement requirements in IAS 12 Income Taxes when there is uncertainty over income tax treatments. The interpretation mainly addresses the following four areas: whether an entity separately considers the uncertainty of tax treatments; assumptions adopted by an entity to address the examination of tax treatments by taxation authorities; how an entity determines taxable profit/(tax loss), tax bases, unused tax losses, unused tax credits and tax rates; and how an entity considers changes in facts and circumstances. The interpretation is effective for annual reporting periods beginning on or after 1 January 2019. IAS 28 Amendments - Long-term interests in associates and joint ventures 2.1.2 New accounting standards and amendments that are effective but temporary exemption is applied by the Group for the financial year beginning on 1 January 2019 IFRS 9 138 China Life Insurance Company Limited 2019 Annual Report • Financial Report The Group does not apply the hedge accounting currently, so the Group expects that the new hedge accounting model under IFRS 9 will have no impact on the Group's consolidated financial statements. Hedge accounting IFRS 9 replaces the "incurred loss" model with the "expected credit loss" model which is designed to include forward- looking information. The Group is in the process of developing and testing the key models required under IFRS 9 and analysing the impact on the expected loss provision; the Group believed that the provision for debt instruments of the Group under the "expected credit loss" model would be larger than that under the previous "incurred loss" model. Impairment Equity instruments would generally be measured at fair value through profit or loss unless the Group elects to measure at FVOCI for certain equity investments not held for trading. This will result in unrealised gains and losses on equity instruments currently classified as available-for-sale securities being recorded in income going forward. Currently, these unrealised gains and losses are recognised in other comprehensive income ("OCI"). If the Group elects to record equity investments at FVOCI, gains and losses would never be recognised in income except for the received dividends which do not represent a recovery of part of the investment cost. Standards/Amendments IFRS 9 requires that the Group classifies debt instruments based on the combined effect of application of business models (hold to collect contractual cash flows, hold to collect contractual cash flows and sell financial assets or other business models) and contractual cash flow characteristics (solely payments of principal and interest on the principal amount outstanding or not). Debt instruments not giving rise to cash flows that are solely payments of principal and interest on the principal amount outstanding would be measured at fair value through profit or loss. Other debt instruments giving rise to cash flows that are solely payments of principal and interest on the principal amount outstanding would be measured at amortised cost, fair value through other comprehensive income ("FVOCI") or fair value through profit or loss, based on their respective business models. The Group analysed the contractual cash flow characteristics of financial assets as at 31 December 2019 and made relevant disclosures in Note 34. In July 2014, the IASB issued the final version of IFRS 9, bringing together all phases of the financial instruments project to replace IAS 39 and all previous versions of IFRS 9. The standard introduces new requirements for classification and measurement, impairment, and hedge accounting. IFRS 9 is effective for annual periods beginning on or after 1 January 2018, with early adoption permitted. Based on the current assessment, the Group expects that the adoption of IFRS 9 will have a significant impact on the Group's consolidated financial statements. The Group adopts the temporary exemption permitted in Amendments to IFRS 4 Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts ("IFRS 4 Amendment") to apply IAS 39 rather than IFRS 9, until the effective date of IFRS 17. Refer to Note 34 for more details. IFRS 9 Financial Instruments 1 January 2018 Effective for annual periods beginning on or after Financial Instruments Content Classification and measurement 2.1.1 New accounting standards and amendments adopted by the Group for the first time for the financial year beginning on 1 January 2019 (continued) 2.1 Basis of preparation (continued) 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Applied the recognition exemptions for leases of low value assets and leases with lease term that ends within 12 months from the date of initial application; The Group has used the following elective practical expedients when applying IFRS 16 as at 1 January 2019: As a lessee - Leases previously classified as operating leases (continued) IFRS 16 Leases (continued) 2.1.1 New accounting standards and amendments adopted by the Group for the first time for the financial year beginning on 1 January 2019 (continued) 2.1 Basis of preparation (continued) Applied a single discount rate to a portfolio of leases with reasonably similar characteristics on the measurement of the lease liability; 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) China Life Insurance Company Limited ⚫ 2019 Annual Report Financial Report 135 The right-of-use assets were measured at the amount of the lease liabilities, adjusted by the amount of any prepaid or accrued lease payments relating to the leases recognised in the statement of financial position immediately before 1 January 2019. All these assets were assessed for any impairment based on IAS 36 - Impairment of Assets on that date. Lease liabilities as at 1 January 2019 were recognised based on the present value of the remaining lease payments, discounted using the incremental borrowing rate as at 1 January 2019. As a lessee, the Group previously classified leases as either finance leases or operating leases based on the assessment of whether the lease transferred substantially all the rewards and risks of ownership of assets to the Group. Under IFRS 16, the Group applies a single approach to recognise and measure right-of-use assets and lease liabilities for all leases, except for two elective exemptions for leases of low-value assets (elected on a lease by lease basis) and short- term leases (elected by class of underlying asset). The Group has elected not to recognise right-of-use assets and lease liabilities for (i) leases of low-value assets; and (ii) leases, that at the commencement date, have a lease term of 12 months or less. Instead, the Group recognises the lease payments associated with those leases as an expense on a straight-line basis over the lease term. As a lessee - Leases previously classified as operating leases For the year ended 31 December 2019 • Excluded the initial direct costs from the measurement of the right-of-use asset at the date of initial application; • Used hindsight in determining the lease term where the contract contains options to extend or terminate the lease; Relied on its assessment of whether leases are onerous immediately before the date of initial application. The Group adjusted the right-of-use asset at the date of initial application by the amount of any provision for onerous leases recognised in the statement of financial position immediately before the date of initial application. In addition to land use rights, the Group recognised other right-of-use assets of RMB2,555 million and lease liabilities of RMB2, 185 million at the date of initial application. Compared to the end of 2018, after the relative adjustments, total assets and total liabilities at the group level as at 1 January 2019 both increased by RMB2, 194 million. The reconciliation between the minimum unpaid lease payments of the operating leases disclosed in the Group's financial statements for the year ended 31 December 2018, and the lease liabilities recognised in the consolidated statement of financial position at the date of initial application are as follows: For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 136 China Life Insurance Company Limited 2019 Annual Report • Financial Report Refer to Note 2.7 for relevant accounting policies. The weighted average incremental borrowing rate the Group adopted as at 1 January 2019 in calculating the lease liabilities in the consolidated statement of financial position was 3.76%. 2,185 (157) (132) 2,474 RMB million Lease liabilities as at 1 January 2019 impact of discounting at the incremental borrowing rate as at 1 January 2019 the date of initial application and leases of low-value assets Less: short-term leases, those leases with a remaining lease term less than 12 months from Operating lease commitments as at 31 December 2018 Payment of principal portion of lease liabilities 727 Annual Improvements to IFRSS 2015-2017 Cycle - Amendments to IFRS 3, IFRS 11, IAS 12 and IAS 23 34,988 (9,020) 6,858 Decrease/(increase) in securities at fair value through profit or loss, net Changes in operating assets and liabilities: (7,745) (8,011) Financial liabilities at fair value through profit or loss Net gains on investments of associates and joint ventures 67 Foreign exchange losses/(gains) 2,638 4,379 Depreciation and amortisation 190,210 194 335,971 1,213 Receivables and payables 286,032 Net cash inflow/(outflow) from operating activities 1,164 964 Dividends received – securities at fair value through profit or loss - 1,114 3,527 Interest received – securities at fair value through profit or loss (9,991) (8,636) Income tax paid 48,838 50,622 3,811 Insurance contracts 37,869 (21,082) 170,487 197,221 7,791 28,265 (4,985) (133) 5,578 (17,917) 64 64 86 (86) (133) 123 13,065 409,342 The notes on pages 134 to 257 form an integral part of these consolidated financial statements. China Life Insurance Company Limited ⚫ 2019 Annual Report Financial Report 131 Net realised and unrealised losses/(gains) on financial assets (125,167) (139,919) Investment income 13,921 59,795 RMB million RMB million 2018 2019 Adjustments for: Profit before income tax CASH FLOWS FROM OPERATING ACTIVITIES For the year ended 31 December 2019 CONSOLIDATED STATEMENT OF CASH FLOWS 147,552 CASH FLOWS FROM INVESTING ACTIVITIES 106,342 Disposals of debt investments 19,503 25,169 Dividends received 116,846 Interest received 26,258 5,468 Decrease in securities purchased under agreements to resell, net (109,590) 24,102 (34,928) (23,389) Decrease/(increase) in term deposits, net (19,546) (11,415) Property, plant and equipment (335,301) (545,657) (294,238) (504,292) 274 72 1,432 278,003 450,014 110,425 133,519 48,942 112,182 Equity investments Increase in policy loans, net (32,707) (34,208) Cash paid related to other investing activities (149) (133) (11,690) (4,916) (365) (3,990) (3,072) 104,832 (73,552) Cash received from borrowings Proceeds from issue of bonds Dividends paid to non-controlling interests Dividends paid to equity holders of the Company Repayment of borrowings Debt investments Interest paid CASH FLOWS FROM FINANCING ACTIVITIES RMB million RMB million 2018 2019 For the year ended 31 December 2019 CONSOLIDATED STATEMENT OF CASH FLOWS (continued) 132 China Life Insurance Company Limited 2019 Annual Report • Financial Report The notes on pages 134 to 257 form an integral part of these consolidated financial statements. (238,373) 1,141 (247,515) (309) Net cash inflow/(outflow) from investing activities Cash received related to other investing activities Increase/(decrease) in securities sold under agreements to repurchase, net Purchases: Investments in associates and joint ventures Disposals of property, plant and equipment Disposals of equity investments Disposals and maturities: Maturities of debt investments Disposals of subsidiaries • the contractual arrangement with the other vote holders of the investee; When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including: 2.2 Consolidation (continued) 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) China Life Insurance Company Limited • 2019 Annual Report Financial Report 141 the ability to use its power over the investee to affect its returns. • exposure, or rights, to variable returns from its involvement with the investee; and power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee); For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.1 Basis of preparation (continued) 2.1.3 New accounting standards and amendments that are not yet effective and have not been early adopted by the Group for the financial year beginning on 1 January 2019 Standards/Amendments IFRS 3 Amendments IAS 1 and IAS 8 Amendments IFRS 9, IAS 39 and IFRS 7 Amendments IFRS 17 • rights arising from other contractual arrangements; and The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Profit or loss and each component of OCI are attributed to the equity holders of the Company and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group's accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full upon consolidation. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) China Life Insurance Company Limited ⚫ 2019 Annual Report Financial Report 143 If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in OCI is reclassified to profit or loss as appropriate. When the Group ceases to have control or significant influence, any retained interest in the entity is re-measured to its fair value, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in OCI in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in OCI are reclassified to profit or loss. The Group treats transactions with non-controlling interests that do not result in loss of controls as equity transactions. For shares purchased from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposal of shares to non-controlling interests are also recorded in equity. Transactions with non-controlling interests The excess of the aggregate of the consideration transferred, the fair value of any non-controlling interest in the acquiree, and the fair value of any previous equity interest in the acquiree at the acquisition date over the fair value of the net identifiable assets acquired and liabilities assumed is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed, and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the re-assessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in profit or loss. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. If there is any indication that goodwill is impaired, recoverable amount is estimated and the difference between carrying amount and recoverable amount is recognised as an impairment charge. Impairment losses on goodwill are not reversed in subsequent periods. Gains or losses on the disposal of an entity take into consideration the carrying amount of goodwill relating to the entity sold. The Group uses the acquisition method of accounting to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred and the equity interest issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets acquired, and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest's proportionate share of the acquiree's net assets. 2.2 Consolidation (continued) 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 142 China Life Insurance Company Limited ⚫ 2019 Annual Report • Financial Report ⚫ reclassifies the Group's share of components previously recognised in OCI to profit or loss or retained earnings, as appropriate, as if the Group had directly disposed of the related assets or liabilities. • recognises any surplus or deficit in profit or loss; and • recognises the fair value of any investment retained; • recognises the fair value of the consideration received; • derecognises the cumulative translation differences recorded in equity; • derecognises the carrying amount of any non-controlling interests; • derecognises the assets (including goodwill) and liabilities of the subsidiary; A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it: ⚫the Group's voting rights and potential voting rights. Content Definition of Material Interest Rate Benchmark Reform • The fulfilment cash flows including the expected present value of future cash flows and explicit risk adjustment, remeasured every reporting period; • A contractual service margin represents the unearned profitability of the insurance contracts and is recognised in profit or loss over the coverage period; • Certain changes in the expected present value of future cash flows are adjusted against the contractual service margin and thereby recognised in profit or loss over the remaining coverage period; • The effect of changes in discount rates will be reported in either profit or loss or OCI, determined by an accounting policy choice; • The recognition of insurance revenue and insurance service expenses in the statement of comprehensive income based on the concept of services provided during the period; For the year ended 31 December 2019 • Amounts that the policyholder will always receive, regardless of whether an insured event happens (non-distinct investment components), are not presented in the statement of comprehensive income, but are recognised directly in the statement of financial position; • Insurance services results are presented separately from the insurance finance income or expense; • Extensive disclosures to provide information on the recognised amounts from insurance contracts and the nature and extent of risks arising from these contracts. 140 China Life Insurance Company Limited ⚫ 2019 Annual Report⚫ Financial Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.1 Basis of preparation (continued) 2.1.3 New accounting standards and amendments that are not yet effective and have not been early adopted by the Group for the financial year beginning on 1 January 2019 (continued) IFRS 17 is effective for annual reporting periods beginning on or after 1 January 2021. Early application is permitted, provided the entity also applies IFRS 9 and IFRS 15 on or before the date it first applies IFRS 17. Retrospective application is required, with comparative figures required. However, if full retrospective application for a group of insurance contracts is impracticable, the entity is required to choose either the modified retrospective approach or the fair value approach. In March 2020, the IASB decided to defer the effective date for IFRS 17 by two years to reporting periods beginning on or after 1 January 2023. The IASB also decided to extend the exemption currently in place for qualifying insurers regarding the application of IFRS 9, meaning that they could apply both standards for the first time to reporting periods beginning on or after 1 January 2023. As at the approval date of the consolidated financial statements, the amendments to IFRS 17 have not yet been issued by the IASB. The Group is currently assessing the impact of the standard upon adoption. IFRS 10 and IAS 28 Amendments - Sale or Contribution of Assets between an Investor and its Associate or Joint Venture Amendments to IFRS 10 and IAS 28 address an inconsistency between the requirements in IFRS 10 and IAS 28 in dealing with the sale or contribution of assets between an investor and its associate or joint venture. The amendments require a full recognition of a gain or loss when the sale or contribution of assets between an investor and its associate or joint venture constitutes a business. For a transaction involving assets that do not constitute a business, a gain or loss resulting from the transaction is recognised in the investor's profit or loss only to the extent of the unrelated investor's interest in that associate or joint venture. The IASB has deferred the effective date of these amendments indefinitely, but an entity that early adopts the amendments must apply them prospectively. The Group will apply these amendments when they become effective. 2.2 Consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries for the year ended 31 December 2019. Subsidiaries are those entities which are controlled by the Group (including the structured entities controlled by the Group). Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has: The main features of the new accounting model for insurance contracts are as follows: In contrast to the requirements in IFRS 4, which are largely based on grandfathering previous local accounting policies for measurement purposes, IFRS 17 provides a comprehensive model (the general model) for insurance contracts, supplemented by the variable fee approach for contracts with direct participation features and the premium allocation approach mainly for short-duration which typically applies to certain non-life insurance contracts. In May 2017, the IASB issued IFRS 17 Insurance Contracts, a comprehensive new accounting standard for insurance contracts covering recognition and measurement, presentation and disclosure, which replaces IFRS 4 Insurance Contracts. IFRS 17 Insurance Contracts Insurance Contracts Effective for annual periods beginning on or after 1 January 2020 1 January 2020 1 January 2020 1 January 2021 IFRS 10 and IAS 28 Amendments Sale or Contribution of Assets between an Investor and its Associate or Joint Venture No mandatory effective date yet determined but available for adoption The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective. Definition of a Business IFRS 3 Amendments - Definition of a business IAS 1 and IAS 8 Amendments - Definition of Material In October 2018, the IASB issued amendments to IAS 1 Presentation of Financial Statements and IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors to provide a new definition of material. The new definition states that information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements. The amendments clarify that materiality will depend on the nature or magnitude of information. A misstatement of information is material if it could reasonably be expected to influence decisions made by the primary users. The amendments are effective for annual reporting periods beginning on or after 1 January 2020 and apply prospectively. Earlier application is permitted. The Group expects to adopt the amendments from 1 January 2020. The amendments are not expected to have any significant impact on the Group's consolidated financial statements. China Life Insurance Company Limited ⚫ 2019 Annual Report Financial Report 139 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.1 Basis of preparation (continued) 2.1.3 New accounting standards and amendments that are not yet effective and have not been early adopted by the Group for the financial year beginning on 1 January 2019 (continued) IFRS 9, IAS 39 and IFRS 7 Amendments - Interest Rate Benchmark Reform In September 2019, the IASB issued the amendments to IFRS 9 Financial Instruments, IAS 39 Financial Instruments: Recognition and Measurement and IFRS 7 Financial Instruments: Disclosures to respond to the hedge accounting induced in the Interbank Offered Rates (IBOR) reform. The amendments provide temporary reliefs which enable hedge accounting to continue during the period of uncertainty before the replacement of an existing interest rate benchmark. The amendments are effective for annual reporting periods beginning on or after 1 January 2020 and apply retrospectively. Earlier application is permitted. Because the Group has no interbank offered transactions and has no hedge accounting, the amendments are not expected to have any significant impact on the Group's consolidated financial statements. In October 2018, the IASB issued amendments to the definition of a business in IFRS 3 Business Combinations. The amendments clarify and provide additional guidance on the definition of a business. The amendments clarify that for an integrated set of activities and assets to be considered a business, it must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. A business can exist without including all of the inputs and processes needed to create outputs. The amendments remove the assessment of whether market participants are capable of acquiring the business and continue to produce outputs. Instead, the focus is on whether acquired inputs and acquired substantive processes together significantly contribute to the ability to create outputs. The amendments have also narrowed the definition of outputs to focus on goods or services provided to customers, investment income or other income from ordinary activities. Furthermore, the amendments provide guidance to assess whether an acquired process is substantive and introduce an optional fair value concentration test to permit a simplified assessment of whether an acquired set of activities and assets is not a business. The amendments are effective for annual reporting periods beginning on or after 1 January 2020 and apply prospectively. Earlier application is permitted. The Group expects to adopt the amendments from 1 January 2020. The amendments are not expected to have any significant impact on the Group's consolidated financial statements. 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) IFRS 17 - Insurance Contracts (continued) Associates are entities over which the Group has significant influence, generally accompanying a shareholding of between 20% and 50% of the voting rights of the investee. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but is not control or joint control over those policies. 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.7 Leases (continued) (i) Applicable from 1 January 2019 (continued) As a lessee (continued) Subsequent measurement The Group applies the straight-line method in depreciating the right-of-use assets. If it is reasonably certain that ownership of a leased asset transfers to the Group at the end of the lease term, the leased asset is depreciated under the remaining useful life of the asset. If it cannot be reasonably determined that ownership of a leased asset transfers to the Group at the end of the lease term, the Group depreciates the right-of-use asset from the commencement date to the earlier of the end of the lease term or the end of the useful life of the right-of-use asset. The Group uses a constant periodic rate of interest to calculate interest on the lease liability in each period during the lease term and recognises the interest in profit or loss. Variable lease payments not included in the measurement of the lease liability are recognised in profit or loss in the period in which the event or condition that triggers the payment occurs. After the commencement date of a lease, when there is a change in in-substance fixed payments, a change in the amounts expected to be payable under a residual value guarantee, a change in future lease payments resulting from a change in an index or a rate used to determine those payments, a change in the assessment or actual exercise situation of a purchase option, an extension option or a termination option, the Group uses the changed present value of lease payments to remeasure the lease liability. If the carrying amount of the right-of-use asset is reduced to zero and there is a further reduction in the measurement of the lease liability, the Group recognises any remaining amount of the remeasurement in profit or loss. The Group assesses whether there is any indication that a right-of-use asset may be impaired at the end of reporting period. If any such indication exists, the Group performs the impairment test. An impairment loss is recognised in net profit for the amount by which the carrying amount of the right-of-use asset exceeds its recoverable amount, which is the higher of the right-of-use asset's net selling price and value in use. For the year ended 31 December 2019 As a lessor (ii) Applicable before 1 January 2019 As for leased assets, leases in which the Group does not transfer substantially all the risks and rewards incidental to ownership of an asset are classified as operating leases. Rental expenses of operating leases are recognised in the cost of assets or profit or loss on a straight-line basis. Rental income arising is accounted for on a straight-line basis over the lease terms and is included in revenue in the statement of profit or loss. China Life Insurance Company Limited 2019 Annual Report Financial Report 147 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.8 Investment properties Investment properties are interests in land use rights and buildings that are held to earn rental income and/or for capital appreciation, rather than for the supply of services or for administrative purposes. Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and any impairment loss. Depreciation is computed on the straight-line basis over the estimated useful lives. The estimated useful lives of investment properties are 15 to 35 years. At the commencement date of the lease, leases in which the Group does not transfer substantially all the risks and rewards incidental to ownership of an asset are classified as operating leases. Rental income arising is accounted for on a straight-line basis over the lease terms and is included in revenue in the statement of profit or loss. Overseas investment properties, that are held by the Group in the form of property ownership, equity investment, or other forms, have expected useful lives not longer than 50 years, determined based on the usage in their locations. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) The lease term is the non-cancellable period of a lease when the Group has the right to use lease assets. When the Group has an option to extend a lease and is reasonably certain to exercise that option to extend a lease, the lease term also comprises the periods covered by the option to extend the lease. When the Group has an option to terminate the lease and is reasonably certain not to exercise that option, the lease term also comprises the periods covered by the option to terminate the lease. The Group reassesses whether it is reasonably certain to exercise an extension option, to exercise a purchase option or not to exercise a termination option, upon the occurrence of either a significant event or a significant change in circumstances that are within the control of the Group and affects whether the Group is reasonably certain to exercise the commensurate options. 2.3 Associates and joint ventures Office equipment, furniture and fixtures Motor vehicles Leasehold improvements Estimated useful lives 15 to 35 years 3 to 11 years 4 to 8 years Over the shorter of the remaining term of the lease and the useful lives The residual values, depreciation method and useful lives are reviewed periodically to ensure that the method and period of depreciation are consistent with the expected pattern of economic benefits from items of property, plant and equipment. Assets under construction mainly represent buildings under construction, which are stated at cost less any impairment losses and are not depreciated, except for those acquired prior to 30 June 2003, which are stated at deemed cost less any accumulated impairment losses. Cost comprises the direct costs of construction and capitalised borrowing costs on related borrowed funds during the period of construction. Assets under construction are reclassified to the appropriate category of property, plant and equipment, investment properties or other assets when completed and ready for use. China Life Insurance Company Limited ⚫ 2019 Annual Report Financial Report 145 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 146 China Life Insurance Company Limited⚫ 2019 Annual Report • Financial Report For the year ended 31 December 2019 2.6 Property, plant and equipment (continued) Impairment and gains or losses on disposals Property, plant and equipment are reviewed for impairment losses whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised in net profit for the amount by which the carrying amount of the asset exceeds its recoverable amount, which is the higher of an asset's net selling price and value in use. The gain or loss on disposal of an item of property, plant and equipment is the difference between the net sales proceeds and the carrying amount of the relevant asset, and is recognised in net profit. 2.7 Leases (i) Applicable from 1 January 2019 At inception of a contract, the Group assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset for a period of a time, the Group assesses whether, throughout the period of use, the lessee has the right to obtain substantially all of the economic benefits from use of the identified asset and the right to direct the use of the identified asset. As a lessee Initial measurement At the commencement date of the lease, the Group recognises right-of-use assets representing the right to use the leased assets, including buildings and land use rights, etc. The Group measures the lease liability at the present value of the lease payments that are not paid at that date, except for short-term leases and leases of low-value assets. In calculating the present value of the lease payments, the lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, the Group uses its own incremental borrowing rate. 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) The useful lives and depreciation method are reviewed periodically to ensure that the method and period of depreciation are consistent with the expected pattern of economic benefits from the individual investment properties. The investments in subsidiaries are accounted for only in the Company's statement of financial position at cost less impairment. Cost is adjusted to reflect changes in consideration arising from contingent consideration amendments. Cost also includes direct attributable costs of investment. The results of subsidiaries are accounted for by the Company on the basis of dividends received and receivable. 2.9 Financial assets Depreciation is computed on a straight-line basis to write down the cost of each asset to its residual value over its estimated useful lives as follows: Depreciation The historical costs of property, plant and equipment comprise its purchase price, including import duties and non- refundable purchase taxes, and any directly attributable costs of bringing the asset to its working condition and location for its intended use. Expenditure incurred after terms of property, plant and equipment have been put into operation, such as repairs and maintenance, is normally charged to the statement of comprehensive income in the period in which it is incurred. In situations where the recognition criteria are satisfied, the expenditure for a major inspection is capitalised in the carrying amount of the assets as a replacement. Where significant parts of property, plant and equipment are required to be replaced at intervals, the Group recognises such parts as individual assets with specific useful lives and depreciates them accordingly. Property, plant and equipment, are stated at historical costs less accumulated depreciation and any accumulated impairment losses, except for those acquired prior to 30 June 2003, which are stated at deemed cost less accumulated depreciation and any accumulated impairment losses. 2.6 Property, plant and equipment The Company's functional currency is RMB. Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. The reporting currency of the consolidated financial statements of the Group is RMB. Transactions in foreign currencies are translated at the exchange rates ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rates ruling at the end of the reporting period. Exchange differences arising in these cases are recognised in net profit. 2.5 Foreign currency translation For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 144 China Life Insurance Company Limited ⚫ 2019 Annual Report • Financial Report The Group's operating segments are presented in a manner consistent with the internal management reporting provided to the operating decision maker - president office for deciding how to allocate resources and for assessing performance. Operating segment refers to the segment within the Group that satisfies the following conditions: (i) the segment generates income and incurs costs from daily operating activities; (ii) management evaluates the operating results of the segment to make resource allocation decision and to evaluate the business performance; and (iii) the Group can obtain relevant financial information of the segment, including financial condition, operating results, cash flows and other financial performance indicators. 2.4 Segment reporting The investments in associates and joint ventures are stated at cost less impairment in the Company's statement of financial position. The results of associates and joint ventures are accounted for by the Company on the basis of dividends received and receivable. The Group determines at each reporting date whether there is any objective evidence that the investments in associates and joint ventures are impaired. If this is the case, an impairment loss is recognised for the amount by which the investment's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of the investment's fair value less costs of disposal and value in use. The impairment of investments in the associates and joint ventures is reviewed for possible reversal at each reporting date. Goodwill represents the excess of the cost of an acquisition over the fair value of the Group's share of the net identifiable assets of acquired associates or joint ventures at the date of acquisition. Goodwill on acquisitions of associates and joint ventures is included in investments in associates and joint ventures and is tested for impairment as part of the overall balance. Impairment losses on goodwill are not reversed. Gains or losses on the disposal of an entity take into consideration the carrying amount of goodwill relating to the entity sold. Unrealised gains on transactions between the Group and its associates or joint ventures are eliminated to the extent of the Group's interests in the associates or joint ventures. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Associates and joint ventures' accounting policies have been changed where necessary to ensure consistency with the policies adopted by the Group. The Group's share of post-acquisition profit or loss of its associates and joint ventures is recognised in net profit, and its share of post-acquisition movements in OCI is recognised in the consolidated statement of comprehensive income. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Group's share of losses in an associate or joint venture equals or exceeds its interest in the associate or joint venture, including any other unsecured receivables, the Group does not recognise further losses unless it has obligations to make payments on behalf of the associate or joint venture. Investments in associates and joint ventures are accounted for using the equity method of accounting and are initially recognised at cost. Joint ventures are the type of joint arrangements whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control. Buildings An investment property is derecognised when either it has been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gains or losses on the retirement or disposal of an investment property are recognised in the statement of comprehensive income in the year of retirement or disposal. A transfer to, or from, an investment property is made when, and only when, there is evidence of a change in use. 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) The Group classifies its financial assets into the following categories: securities at fair value through profit or loss, held- to-maturity securities, loans and receivables and available-for-sale securities. Management determines the classification of its financial assets at initial recognition which depends on the purpose for which the assets are acquired. The Group's investments in securities fall into the following four categories: 2.9.a Classification (i) Securities at fair value through profit or loss This category has two sub-categories: securities held for trading and those designated as at fair value through profit or loss at inception. Securities are classified as held for trading at inception if acquired principally for the purpose of selling in the short-term or if they form part of a portfolio of financial assets in which there is evidence of taking short-term profit. The Group may classify other financial assets as at fair value through profit or loss if they meet the criteria in IAS 39 and designated as such at inception. (ii) Held-to-maturity securities Held-to-maturity securities are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Group has the positive intention and ability to hold to maturity and do not meet the definition of loans and receivables nor designated as available-for-sale securities or securities at fair value through profit or loss. (iii) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market other than those that the Group intends to sell in the short-term or held as available-for-sale. Loans and receivables mainly comprise term deposits, loans, securities purchased under agreements to resell, accrued investment income and premium receivables as presented separately in the statement of financial position. (iv) Available-for-sale securities Available-for-sale securities are non-derivative financial assets that are either designated in this category or not classified in any of the other categories. 148 China Life Insurance Company Limited ⚫ 2019 Annual Report • Financial Report (ii) Long-term insurance contracts (continued) 2.12.2.a Recognition and measurement (continued) 2.12.2 Insurance contracts (continued) 2.12 Insurance contracts and investment contracts (continued) 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) China Life Insurance Company Limited 2019 Annual Report • Financial Report 151 The Group uses the discounted cash flow method to estimate the reserve of long-term insurance contracts. The reserve of long-term insurance contracts consists of a reasonable estimate of liability, a risk margin and a residual margin. The long-term insurance contract liabilities are calculated using various assumptions, including assumptions on mortality rates, morbidity rates, lapse rates, discount rates, and expense assumptions, and based on the following principles: Long-term insurance contracts include whole life insurance, term life insurance, endowment insurance and annuity policies with significant life contingency risk. Premiums are recognised as revenue when due from policyholders. (ii) Long-term insurance contracts Reserves for claims and claim adjustment expenses consist of the reserves for reported and unreported claims and reserves for claims expenses with respect to insured events. In developing these reserves, the Group considers the nature and distribution of the risks, claims cost development, and experiences in deriving the reasonable estimated amount and the applicable margins. The methods used for reported and unreported claims include the case-by-case estimation method, average cost per claim method, chain ladder method, etc. The Group calculates the reserves for claims expenses based on the reasonable estimates of the future payments for claims expenses. The unearned premium reserve represents the portion of the premiums written net of certain acquisition costs relating to the unexpired terms of coverage. Premiums from the sale of short duration accident and health insurance products are recorded when written and are accreted to earnings on a pro-rata basis over the term of the related policy coverage. Reserves for short duration insurance products consist of unearned premium reserve and expected claims and claim adjustment expenses reserve. Actual claims and claim adjustment expenses are charged to net profit as incurred. (i) Short-term insurance contracts 2.12.2.a Recognition and measurement 2.12.2 Insurance contracts (a) The reasonable estimate of liability for long-term insurance contracts is the present value of reasonable estimates of future cash outflows less future cash inflows. The expected future cash inflows include cash inflows of future premiums arising from the undertaking of insurance obligations, with consideration of decrement mostly from death and surrenders. The expected future cash outflows are cash outflows incurred to fulfil contractual obligations, consisting of the following: guaranteed benefits based on contractual terms, including payments for deaths, disabilities, diseases, survivals, maturities and surrenders; • insurance components • reasonable expenses incurred to manage insurance contracts or to process claims, including maintenance expenses and claim settlement expenses. Future administration expenses are included in the maintenance expenses. Expenses are determined based on expense analysis with consideration of future inflation and the Group's expense management control. Universal life contracts and unit-linked contracts are unbundled into the following components: The insurance components are accounted for as insurance contracts; and the non-insurance components are accounted for as investment contracts (Note 2.12.3), which are stated in the investment contract liabilities. (iii) Universal life contracts and unit-linked contracts (c) The Group has considered the impact of time value on the reserve calculation for insurance contracts. Margin comprises risk margin and residual margin. Risk margin is the reserve accrued to compensate for the uncertain amount and timing of future cash flows. At the inception of the contract, the residual margin is calculated net of certain acquisition costs, mainly consist of underwriting and policy acquisition costs, by the Group representing Day gain and will be amortised over the life of the contracts. For insurance contracts of which future returns are affected by investment yields of corresponding investment portfolios, their related residual margins are amortised based on estimated future participating dividends payable to policyholders. For insurance contracts of which future returns are not affected by investment yields of corresponding investment portfolios, their related residual margins are amortised based on sum assured of outstanding policies. The subsequent measurement of the residual margin is independent from the reasonable estimate of future discounted cash flows and risk margin. The assumption changes have no effect on the subsequent measurement of the residual margin. 152 China Life Insurance Company Limited ⚫ 2019 Annual Report • Financial Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 • additional non-guaranteed benefits, such as policyholder dividends; and 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.12.2 Insurance contracts (continued) 2.12.2.b Liability adequacy test The Group assesses the adequacy of insurance contract reserves using the current estimate of future cash flows with available information at the end of each reporting period. If that assessment shows that the carrying amount of its insurance liabilities (less related intangible assets, if applicable) is inadequate in light of the estimated future cash flows, the insurance contract reserves will be adjusted accordingly, and any changes of the insurance contract liabilities will be recognised in net profit. The Group issues contracts that transfer insurance risk or financial risk or both. The contracts issued by the Group are classified as insurance contracts and investment contracts. Insurance contracts are those contracts that transfer significant insurance risk. They may also transfer financial risk. Investment contracts are those contracts that transfer financial risk without significant insurance risk. A number of insurance and investment contracts contain a discretionary participating feature ("DPF"). This feature entitles the policyholders to receive additional benefits or bonuses that are, at least in part, at the discretion of the Group. 2.12.2.c Reinsurance contracts held • non-insurance components (b) Margin has been taken into consideration while computing the reserve of insurance contracts, measured separately and recognised in net profit in each period over the life of the contracts. At the inception of the contracts, the Group does not recognise Day 1 gain, whereas on the other hand, Day 1 loss is recognised in net profit immediately. On each reporting date, the Group reviews the assumptions for reasonable estimates of liability and risk margins, with consideration of all available information, taking into account the Group's historical experience and expectation of future events. Changes in assumptions are recognised in net profit. Assumptions for the amortisation of residual margin are locked in at policy issuance and are not adjusted at each reporting date. 2.12 Insurance contracts and investment contracts (continued) 2.12.1 Classification The Group measures financial instruments, such as securities at fair value through profit or loss and available-for-sale securities, at fair value at each reporting date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement of assets and liabilities is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: Cash amounts represent cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments with original maturities of 90 days or less, whose carrying value approximates fair value. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) China Life Insurance Company Limited 2019 Annual Report Financial Report 149 • the disappearance of an active market for that financial asset because of financial difficulties. ⚫ it becomes probable that the issuer or debtor will enter into bankruptcy or other financial reorganisation; and • a breach of contract, such as a default or delinquency in payments; significant financial difficulty of the issuer or debtor; • Financial assets other than those accounted for as at fair value through profit or loss are adjusted for impairment, where there are declines in value that are considered to be impairment. In evaluating whether a decline in value is an impairment for these financial assets, the Group considers several factors including, but not limited to, the following: 2.9.c Impairment of financial assets other than securities at fair value through profit or loss The Group purchases securities under agreements to resell substantially identical securities. These agreements are classified as secured loans and are recorded at amortised cost, i.e., their costs plus accrued interests at the end of the reporting period, which approximates fair value. The amounts advanced under these agreements are reflected as assets in the consolidated statement of financial position. The Group does not take physical possession of securities purchased under agreements to resell. Sale or transfer of the securities is not permitted by the respective clearing house on which they are registered while the lent capital is outstanding. In the event of default by the counterparty, the Group has the right to the underlying securities held by the clearing house. Loans are carried at amortised cost, net of allowance for impairment. Term deposits primarily represent traditional bank deposits which have fixed maturity dates and are stated at amortised cost. Securities at fair value through profit or loss and available-for-sale securities are carried at fair value. Equity investments that do not have a quoted price in an active market and whose fair value cannot be reliably measured are carried at cost, net of allowance for impairments. Held-to-maturity securities are carried at amortised cost using the effective interest method. Investment gains and losses on sales of securities are determined principally by specific identification. Realised and unrealised gains and losses arising from changes in the fair value of the securities at fair value through profit or loss category, and the change of fair value of available-for-sale debt securities due to foreign exchange impact on the amortised cost are included in net profit in the period in which they arise. The remaining unrealised gains and losses arising from changes in the fair value of available-for-sale securities are recognised in OCI. When securities classified as available-for-sale securities are sold or impaired, the accumulated fair value adjustments are included in net profit as realised gains on financial assets. Purchase and sale of investments are recognised on the trade date, when the Group commits to purchase or sell assets. Investments are initially recognised at fair value plus, in the case of all financial assets not carried at fair value through profit or loss, transaction costs that are directly attributable to their acquisition. Investments are derecognised when the rights to receive cash flows from the investments have expired or when they have been transferred and the Group has also transferred substantially all risks and rewards of ownership. 2.9.b Recognition and measurement 2.9 Financial assets (continued) 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 2.12 Insurance contracts and investment contracts 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.9.c Impairment of financial assets other than securities at fair value through profit or loss (continued) In evaluating whether a decline in value is impairment for equity securities, the Group also considers the extent or the duration of the decline. The quantitative factors include the following: 2.11 Cash and cash equivalents 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 150 China Life Insurance Company Limited ⚫ 2019 Annual Report • Financial Report For assets and liabilities that are measured at fair value on a recurring basis, the Group determines whether transfers have occurred between each level in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. All assets and liabilities for which fair value is measured or disclosed in the consolidated financial statements are categorised within the fair value hierarchy, described in Notes 4.4, 8, 11 and 42(c) based on the lowest level input that is significant to the fair value measurement as a whole. The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. The principal or the most advantageous market must be accessible by the Group at the measurement date. ⚫ in the absence of a principal market, in the most advantageous market for the asset or liability. ⚫ in the principal market for the asset or liability, or Contracts with reinsurers under which the Group is compensated for losses on one or more contracts issued by the Group and that meet the classification requirements for insurance contracts are classified as reinsurance contracts held. Contracts with reinsurers that do not meet these classification requirements are classified as financial assets. Insurance contracts entered into by the Group under which the contract holder is another insurer (inwards reinsurance) are included with insurance contracts. 2.10 Fair value measurement When the decline in value is considered impairment, held-to-maturity debt securities are written down to their present value of estimated future cash flows discounted at the securities' effective interest rates, available-for-sale debt securities and equity securities are written down to their fair value, and the change is recorded in net realised gains on financial assets in the period the impairment is recognised. The impairment loss is reversed through net profit if in a subsequent period the fair value of a debt security increases and the increase can be objectively related to an event occurring after the impairment loss was recognised through net profit. The impairment losses recognised in net profit on equity instruments are not reversed through net profit. • the market price of the equity securities was below their cost for a period of more than one year (including one year) at the reporting date. ⚫ the market price of the equity securities was more than 20% below their cost for a period of at least six months at the reporting date; and ⚫ the market price of the equity securities was more than 50% below their cost at the reporting date; 2.9 Financial assets (continued) The benefits to which the Group is entitled under its reinsurance contracts held are recognised as reinsurance assets. Amounts recoverable from or due to reinsurers are measured consistently with the amounts associated with the reinsured insurance contracts and in accordance with the terms of each reinsurance contract. Reinsurance liabilities are primarily premiums payable for reinsurance contracts and are recognised as expenses when due. Bonds payable are initially recognised at fair value and subsequently measured at amortised cost using the effective interest rate method. Amortised cost is calculated by taking into account any discount or premium at acquisition and transaction costs. 2.12.3 Investment contracts NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 156 China Life Insurance Company Limited 2019 Annual Report • Financial Report Dividend distribution to the Company's equity holders is recognised as a liability in the Group's consolidated financial statements in the year in which the dividends are approved by the Company's equity holders. 2.24 Dividend distribution A contingent liability is not recognised in the consolidated statement of financial position but is disclosed in the notes to the consolidated financial statements. When a change in the probability of an outflow occurs so that such outflow is probable and can be reliably measured, it will then be recognised as a provision. A contingent liability is a possible obligation that arises from past events and whose existence will only be confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group. It can also be a present obligation arising from past events that is not recognised because it is not probable that outflow of economic resources will be required, or the amount of obligation cannot be measured reliably. Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognised for future operating losses. 2.23 Provisions and contingencies For the year ended 31 December 2019 Deferred tax assets and deferred tax liabilities are offset if and only if the Group has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income tax levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Conversely, previously unrecognised deferred tax assets are reassessed by the end of each reporting period and are recognised to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Deferred income tax is provided on temporary differences arising on investments in subsidiaries, associates and joint ventures except where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not be reversed in the foreseeable future. Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Substantively enacted tax rates are used in the determination of deferred income tax. 2.22 Current and deferred income taxation (continued) 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) China Life Insurance Company Limited ⚫ 2019 Annual Report • Financial Report 155 Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the end of the reporting period. Current income tax assets and liabilities for the current period are calculated on the basis of the tax laws enacted or substantively enacted at the end of each reporting period in the jurisdictions where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken with respect to situations in which applicable tax regulations are subject to interpretation. 3 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS Areas susceptible to changes in critical estimates and judgements, which affect the carrying value of assets and liabilities, are set out below. It is possible that actual results may be different from the estimates and judgements referred to below. 3.1 Estimates of future benefit payments and premiums arising from long-term insurance contracts The determination of the liabilities under long-term insurance contracts is based on estimates of future benefit payments, premiums and relevant expenses made by the Group and the margins. Assumptions about mortality rates, morbidity rates, lapse rates, discount rates, expense assumptions and policy dividend assumptions are made based on the most recent historical analysis and current and future economic conditions. The liability uncertainty arising from uncertain future benefit payments, premiums and relevant expenses is reflected in the risk margin. 158 China Life Insurance Company Limited ⚫ 2019 Annual Report • Financial Report For the description of valuation techniques, please refer to Note 4.4. Using different valuation techniques and parameter assumptions may lead to some differences of fair value estimations. • fair values of other loans are obtained from valuation techniques. • securities purchased under agreements to resell, policy loans, term deposits, interest-bearing loans and borrowings, and securities sold under agreements to repurchase: the carrying amounts of these assets in the consolidated statement of financial position approximate fair value. equity securities: fair values are generally based upon current bid prices. Where current bid prices are not readily available, fair values are estimated using either prices observed in recent transactions or commonly used market pricing models. Equity securities, for which fair values cannot be measured reliably, are recognised at cost less impairment. • • debt securities: fair values are generally based upon current bid prices. Where current bid prices are not readily available, fair values are estimated using either prices observed in recent transactions, values obtained from current bid prices of comparable investments or valuation techniques when the market is not active. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When the fair values of financial assets and liabilities recorded in the consolidated statement of financial position cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques which require a degree of judgements. The methods and assumptions used by the Group in measuring the fair value of financial instruments are as follows: The Group makes estimates and assumptions that affect the reported amounts of assets and liabilities. Estimates and judgements are continually evaluated and based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Group exercises significant judgement in making appropriate assumptions. The Group considers a wide range of factors in the impairment assessment as described in Note 2.9.c. 3.2 Financial instruments 3 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (continued) For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) China Life Insurance Company Limited⚫ 2019 Annual Report Financial Report 157 The impact of the various assumptions and their changes are described in Note 15. The judgements exercised in the valuation of insurance contract liabilities (including contracts with DPF) affect the amounts recognised in the consolidated financial statements as insurance contract benefits and insurance contract liabilities. The residual margin relating to the long-term insurance contracts is amortised over the expected life of the contracts, based on the assumptions (mortality rates, morbidity rates, lapse rates, discount rates, expenses assumption and policy dividend assumptions) that are determined at inception of the contracts and remain unchanged for the duration of the contracts. The Group's principal investments are debt securities, equity securities, term deposits and loans. The critical estimates and judgements are those associated with the recognition of impairment and the measurement of fair value. The Group assesses its reinsurance assets for impairment as at the end of reporting period. If there is objective evidence that the reinsurance asset is impaired, the Group reduces the carrying amount of the reinsurance asset to its recoverable amount and recognises that impairment loss in net profit. Income tax expense for the period comprises current and deferred tax. Income tax is recognised in net profit, except to the extent that it relates to items recognised directly in OCI where the income tax is recognised in OCI. Interest expenses for bonds payable, securities sold under agreements to repurchase, interest-bearing loans, borrowings and lease liabilities are recognised within finance costs in net profit using the effective interest rate method. 2.17 Employee benefits Embedded derivatives that are not closely related to their host contracts and meet the definition of a derivative are separated and fair valued through profit or loss. The Group does not separately measure embedded derivatives that meet the definition of an insurance contract or embedded derivatives that are closely related to host insurance contracts including embedded options to surrender insurance contracts for a fixed amount (or an amount based on a fixed amount and an interest rate). Derivatives are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at their fair value. The resulting gain or loss of derivative financial instruments is recognised in net profit. All derivatives are carried as assets when fair value is positive and as liabilities when fair value is negative. 2.16 Derivative instruments 2.15 Bonds payable The Group retains substantially all the risk and rewards of ownership of securities sold under agreements to repurchase which generally mature within 180 days from the transaction date. Therefore, securities sold under agreements to repurchase are classified as secured borrowings. The Group may be required to provide additional collateral based on the fair value of the underlying securities. Securities sold under agreements to repurchase are recorded at amortised cost, i.e., their cost plus accrued interest at the end of the reporting period. It is the Group's policy to maintain effective control over securities sold under agreements to repurchase which includes maintaining physical possession of the securities. Accordingly, such securities continue to be carried on the consolidated statement of financial position. 2.14 Securities sold under agreements to repurchase Financial liabilities at fair value through profit or loss are the portions owned by the external investors in the consolidated structured entities (open-ended funds). Such financial liabilities are designated at fair value upon initial recognition, and all realised or unrealised gains or losses are recognised in net profit. Pension benefits 2.13 Financial liabilities at fair value through profit or loss For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) China Life Insurance Company Limited ⚫ 2019 Annual Report • Financial Report 153 DPF is contained in certain long-term insurance contracts and investment contracts. These contracts are collectively called participating contracts. The Group is obligated to pay to the policyholders of participating contracts as a group at the higher of 70% of accumulated surplus available and the rate specified in the contracts. The accumulated surplus available mainly arises from net investment income and gains and losses arising from the assets supporting these contracts. To the extent unrealised gains or losses from available-for-sale securities are attributable to policyholders, shadow adjustments are recognised in OCI. The surplus owed to policyholders is recognised as policyholder dividend payable whether it is declared or not. The amount and timing of distribution to individual policyholders of participating contracts are subject to future declarations by the Group. 2.12.4 DPF in long-term insurance contracts and investment contracts Except for unit-linked contracts, of which the liabilities are carried at fair value, the liabilities of investment contracts are carried at amortised cost. revenue. For investment contracts with or without DPF, the Company's policy fee income mainly consists of acquisition cost and various fees (handling fees and management fees, etc.) over the period of which the service is provided. Policy fee income net of certain acquisition cost is amortised over the expected life of the contracts by period and recognised in 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.22 Current and deferred income taxation Full-time employees of the Group are covered by various government-sponsored pension plans under which the employees are entitled to a monthly pension based on certain formulae. These government agencies are responsible for the pension liability to these employees upon retirement. The Group contributes on a monthly basis to these pension plans. In addition to the government-sponsored pension plans, the Group established an employee annuity fund pursuant to the relevant laws and regulations in the PRC, whereby the Group is required to contribute to the schemes at fixed rates of the employees' salary costs. Contributions to these plans are expensed as incurred. Under these plans, the Group has no legal or constructive obligation for retirement benefit beyond the contributions made. All full-time employees of the Group are entitled to participate in various government-sponsored housing funds. The Group contributes on a monthly basis to these funds based on certain percentages of the salaries of the employees. The Group's liability in respect of these funds is limited to the contributions payable in each year. 2.21 Finance costs Investment income comprises interest income from term deposits, cash and cash equivalents, debt securities, securities purchased under agreements to resell, loans and dividend income from equity securities. Interest income is recorded on an accrual basis using the effective interest rate method. Dividend income is recognised when the right to receive dividend payment is established. The policy fee income for investment contracts mainly consists of acquisition costs and various fees (handling fees and management fees, etc.) over the period of which the service is provided. Policy fee income net of certain acquisition costs is amortised over the expected life of the contracts and recognised as other income. Policy fee income Premiums from the sale of short duration accident and health insurance products are recorded when written and are accreted to earnings on a pro-rata basis over the term of the related policy coverage. Premiums from long-term insurance contracts are recognised as revenue when due from the policyholders. Premiums Turnover of the Group represents the total revenues which include the following: Housing benefits 2.20 Revenue recognition 2.19 Other equity instruments Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of equity instruments are shown in equity as a deduction, net of tax, from the proceeds. 2.18 Share capital 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 154 China Life Insurance Company Limited ⚫ 2019 Annual Report • Financial Report Compensation under the stock appreciation rights is measured based on the fair value of the liabilities incurred and is expensed over the vesting period. Valuation techniques including option pricing models are used to estimate fair value of relevant liabilities. The liability is re-measured at the end of each reporting period to its fair value until settlement. Fair value changes in the vesting period are included in administrative expenses and changes after the vesting period are included in net fair value gains through profit or loss in net profit. The related liability is included in other liabilities. Stock appreciation rights Other equity instruments are Core Tier 2 Capital Securities issued by the Group. These securities contain no contractual obligation to deliver cash or another financial asset; or to exchange financial assets or financial liabilities with another entity under conditions that are potentially unfavourable to the Group; or to be settled in the Group's own equity instruments. Therefore, the Group classifies these securities as other equity instruments. Fees, commissions and other transaction costs of these securities' issuance are deducted from equity. The distributions of the securities are recognised as profit distribution at the time of declaration. Investment income NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) Sensitivity analysis of long-term insurance contracts Liabilities for long-term insurance contracts and liabilities unbundled from universal life insurance contracts and unit-linked insurance contracts with insurance risk are calculated based on the assumptions on mortality rates, morbidity rates, lapse rates and discount rates. Changes in insurance contract reserve assumptions reflect the Company's actual operating results and changes in its expectation of future events. The Company considers the potential impact of future risk factors on its operating results and incorporates such potential impact in the determination of assumptions. Holding all other variables constant, if mortality rates and morbidity rates were to increase or decrease from the current best estimate by 10%, pre-tax profit for the year would have been RMB28,045 million or RMB29,286 million (as at 31 December 2018: RMB23,322 million or RMB24,177 million) lower or higher, respectively. Holding all other variables constant, if lapse rates were to increase or decrease from the current best estimate by 10%, pre-tax profit for the year would have been RMB1,336 million or RMB1,253 million (as at 31 December 2018: RMB1,672 million or RMB1,535 million) lower or higher, respectively. Holding all other variables constant, if the discount rates were 50 basis points higher or lower than the current best estimate, pre-tax profit for the year would have been RMB96,131 million or RMB108,946 million (as at 31 December 2018: RMB83,634 million or RMB95,212 million) higher or lower, respectively. China Life Insurance Company Limited⚫ 2019 Annual Report Financial Report 163 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 4 RISK MANAGEMENT (continued) 4.1 Insurance risk (continued) 4.1.3 Sensitivity analysis (continued) 4.1.3 Sensitivity analysis Sensitivity analysis of short-term insurance contracts Holding all other variables constant, if claim ratios are 100 basis points higher or lower than the current assumption, pre- tax profit is expected to be RMB670 million (as at 31 December 2018: RMB551 million) lower or higher, respectively. The following table indicates the claim development for short-term insurance contracts without taking into account the impacts of ceded business: Estimated claims expenses 2015 2016 2017 2018 2019 Total Year end 20,497 The assumptions of reserves for claims and claim adjustment expenses may be affected by other variables such as claims payment of short-term insurance contracts, which may result in the synchronous changes to reserves for claims and claim adjustment expenses. 27,120 (f) Others consist of various long-term insurance contracts with no significant concentration. (d) Kang Ning Whole Life is a whole life insurance contract with the options for single premium or regular premium of 10 years or 20 years. This product is applicable to healthy policyholders under 70-year-old. The critical illness benefit is paid at 200% of the basic sum insured. If the critical illness benefits are paid within the payment period, the insurance premium of each subsequent period shall be exempted, and the contract shall continue to be valid from the date of the payment of the critical illness benefits. Both death and disability benefits are paid at 300% of the basic sum insured less any critical illness benefits paid. Others (f) 1,971,600 78.20% Total 2,521,331 100.00% 1,733,391 2,189,794 79.16% 100.00% China Life Insurance Company Limited 2019 Annual Report • Financial Report 161 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) (e) Hong Ying Participating Endowment is a participating endowment insurance contract with the options for single premium or regular premium of 3 years, 5 years or 10 years. Its insured period can be 6 years, 10 years or 15 years. This product is applicable to healthy policyholders between 30-day-old and 70-year-old. Maturity benefit of a single premium policy is paid at the basic sum insured, while that of a regular premium policy is paid at the basic sum insured multiplied by the number of years of the premium payments. Disease death benefit incurred within the first policy year is paid at the premium received (without interest). Disease death benefit incurred after the first policy year is paid at the basic sum insured for a single premium policy or the basic sum insured multiplied by the number of years of premium payments for a regular premium policy. When accidents occurred during taking a train, a ship or a flight period, death benefit is paid at the basic sum multiplied by 3 insured for a single premium policy or the basic sum multiplied by 3 and times the number of years of premium payments insured for a regular premium policy. When accidents occurred out of the period of taking a train, a ship or a flight, death benefit is paid at the basic sum multiplied by 2 insured for a single premium policy or the basic sum multiplied by 2 and times the number of years of premium payments insured for a regular premium policy. For the year ended 31 December 2019 4.1 Insurance risk (continued) 4.1.2 Concentration of insurance risks (continued) (a) Xin Fu Ying Jia Annuity is an annuity insurance contract with the options for regular premium of 3 years, 5 years or 10 years. Its insured period extends from the effective date of Xin Fu Ying Jia Annuity to the corresponding date when policyholders reach the age of 88. This product is applicable to healthy policyholders between 28-day-old and 70-year-old. From the effective date to the contractual date starting to claim of Xin Fu Ying Jia Annuity, the annuity payment of first policy year is paid at 20% of the first premium of the product, and the following annuity payments are paid at 20% of the basic sum insured by Xin Fu Ying Jia Annuity. From the first corresponding date after the contractual date starting to claim of annuity, to the corresponding date when the policyholders reach the age of 88-year-old, annuity is paid at 3% of the basic sum insured during the insured period if policyholders live to the annual corresponding effective date; annuity is paid at the premium received (without interest) during the insured period if policyholders live to the contractual date starting to claim of annuity; the contract terminates and death benefit is paid at the premium received (without interest) or the cash value of the contract, whichever greater when death incurred before the contractual date starting to claim of annuity; the contract terminates and death benefit is paid at the cash value of the contract when death incurred after contractual date starting to claim of annuity; the contract terminates and accidental death benefit is paid at the premium received (without interest) less any death benefit paid when accidents occurred and due to which death incurred within 180 days. Death benefit and accidental death benefit are paid only once. (b) Xin Xiang Jin Sheng Annuity (Type A) is an annuity insurance contract with the options for regular premium of 3 years and 5 years paid annually or monthly. Its insured period is 15 years. This product is applicable to healthy policyholders between 28-day-old and 65-year-old. To the first effective date after the fifth policy years and the first effective date after the sixth policy years, if the policyholders live, the special survival payment shall be paid at 50% of the annual premium according to the basic sum insured if the payment period is 3 years; and the survival payment shall be paid at 100% of the annual premium according to the basic sum insured if the payment period is 5 years. From the first effective date to the seventh policy years after the expiration date, if the policyholders live to the annual corresponding effective date, the annuity payment shall be paid at 24% of annual premium according to the basic sum insured if the payment period is 3 years; and the annuity payment shall be paid at 32% of annual premium according to the basic sum insured if the payment period is 5 years. If the policyholders live to the annual corresponding effective date of the expiration period, the contract terminates and maturity benefit is paid at the basic sum insured. If death incurred over insured period, the contract terminates and death benefit is paid at the premium received (without interest). (c) Xin Ru Yi Annuity is an annuity insurance contract with the options for regular premium of 3 years, 5 years or 10 years. Its insured period extends from the effective date of Xin Ru Yi Annuity to the corresponding date when policyholders reach the age of 80. This product is applicable to healthy policyholders between 28-day-old and 70-year-old. From the effective date to the contractual date starting to claim of Xin Ru Yi Annuity, the annuity payment of the first policy year is paid at 10% of the first premium of the product, and the following annuity payments are paid at the basic sum insured by Xin Ru Yi Annuity. From the first corresponding date after the contractual date starting to claim of annuity to the corresponding date when the policyholders reach the age of 80-year-old, the annuity payment of the first policy year is paid at 110% of the basic sum insured during the insured period if policyholders live to the annual corresponding effective date; the following annuity payments increase by 10% of the basic sum on the basis of the previous payment. The maturity insurance premium is paid at the premium paid (without interest). The death benefit is paid at the larger value of the insurance premium (without interest) and the cash value of the contract at the time of the death of the insured. 162 China Life Insurance Company Limited ⚫ 2019 Annual Report ⚫ Financial Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 4 RISK MANAGEMENT (continued) 4.1 Insurance risk (continued) 4.1.2 Concentration of insurance risks (continued) 4 RISK MANAGEMENT (continued) 33,926 40,601 49,727 Short-term insurance contracts (accident year) Estimated claims expenses 2015 2016 2017 2018 Year end 20,359 26,897 33,700 40,157 The following table indicates the claim development for short-term insurance contracts taking into account the impacts of ceded business: 2019 49,175 1 year later 21,262 27,107 34,560 42,280 2 years later 21,259 26,655 34,045 3 years later 21,259 Total 18,404 16,483 49,727 175,113 (33,244) (156,709) 1 year later 21,427 27,303 34,845 42,785 2 years later 21,422 26,851 34,328 3 years later 21,422 26,851 4 years later 21,422 Estimated accumulated claims expenses 21,422 26,851 34,328 Accumulated claims expenses paid (21,422) (26,851) (34,328) Unpaid claims expenses 42,785 (40,864) 1,921 1.96% 42,969 1.40% 35,403 Kang Ning Whole Life (d) 19,701 3.96% 20,667 4.30% Hong Ying Participating Endowment (e) 558 0.11% 1,448 0.30% Others (f) 4.57% 382,666 397,767 82.79% Total 497,570 100.00% 480,496 100.00% Insurance benefits of long-term insurance contracts Xin Fu Ying Jia Annuity (a) 1,799 76.91% 21,960 4.28% 21,276 4 RISK MANAGEMENT (continued) 4.1 Insurance risk (continued) 4.1.2 Concentration of insurance risks All insurance operations of the Group are located in the PRC. There are no significant differences among the regions where the Group underwrites insurance contracts. The table below presents the Group's major products of long-term insurance contracts: For the year ended 31 December 2019 2018 Product name RMB million % RMB million % Premiums of long-term insurance contracts Xin Fu Ying Jia Annuity (a) 37,024 7.44% 38,397 7.99% Xin Xiang Jin Sheng Annuity (Type A) (b) 36,345 7.30% 257 0.05% Xin Ru Yi Annuity (c) 2.25% 26,655 1,847 Xin Xiang Jin Sheng Annuity (Type A) (b) As at 31 December 2018 RMB million % Liabilities of long-term insurance contracts Xin Fu Ying Jia Annuity (a) 86,876 3.45% 52,440 2.39% Xin Xiang Jin Sheng Annuity (Type A) (b) 27,554 1.09% % 193 Xin Ru Yi Annuity (c) 90,379 3.58% 71,571 3.27% Kang Ning Whole Life (d) 309,519 12.28% 289,230 13.21% Hong Ying Participating Endowment (e) 0.01% As at 31 December 2019 RMB million 100.00% 134,398 12 0.01% Xin Ru Yi Annuity (c) 3,512 4.38% 3,526 2.62% Kang Ning Whole Life (d) 5,119 6.39% 4,663 3.47% Hong Ying Participating Endowment (e) 7,906 9.87% 28,741 21.38% Others (f) 61,776 77.10% 95,621 71.16% Total 80,124 100.00% 1.37% 4 years later Short-term insurance contracts (accident year) Estimated accumulated claims - Loans 1,766 1,766 - Available-for-sale securities 2,240 2,240 - Securities at fair value through profit or loss 627 19 7 150 4 Term deposits 7,502 - 7,502 Cash and cash equivalents 1,768 261 287 42 2,358 Total 657 150 - Held-to-maturity securities. Debt securities 4 RISK MANAGEMENT (continued) 4.2 Financial risk (continued) 4.2.1 Market risk (continued) (iii) Currency risk (continued) For the year ended 31 December 2019 As at 31 December 2018 US dollar HK dollar GB pound EUR Others Total Financial assets Equity securities - Available-for-sale securities 9,994 41,379 - - - 51,373 - Securities at fair value through profit or loss 4,511 163 951 2,315 1,076 9,016 28,558 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 41,803 2,364 As at 31 December 2019, 99.7% (as at 31 December 2018: 99.9%) of the Group's bank deposits are with the four largest state-owned commercial banks, other national commercial banks and China Securities Depository and Clearing Corporation Limited ("CSDCC") in the PRC. The Group believes these commercial banks, and CSDCC have a high credit quality. The Group's most other loans excluding policyholder loans, are guaranteed by third parties or with pledge, or have the fiscal annual budget income as the source of repayment, or have higher credit rating borrowers. As a result, the Group concludes that the credit risk associated with term deposits and accrued investment income thereof, statutory deposits - restricted, other loans, and cash and cash equivalents has not caused a material impact on the Group's consolidated financial statements as at 31 December 2019 and 2018. The credit risk associated with securities purchased under agreements to resell, policy loans and most of premium receivables has not caused a material impact on the Group's consolidated financial statements taking into consideration their sufficient collateral held and maturity terms of no more than one year as at 31 December 2019 and 2018. 168 China Life Insurance Company Limited 2019 Annual Report • Financial Report 160 China Life Insurance Company Limited 2019 Annual Report • Financial Report The Group manages insurance risks through two types of reinsurance agreements, ceding on a quota share basis or a surplus basis, to cover insurance liability risk. Reinsurance contracts cover almost all products, which contain risk liabilities. The products reinsured include: life insurance, accident and health insurance or death, disability, accident, illness and assistance in terms of product category or function, respectively. These reinsurance agreements spread insured risk to a certain extent and reduce the effect of potential losses to the Group. However, the Group's direct insurance liabilities to the policyholder are not eliminated because of the credit risk associated with the failure of reinsurance companies to fulfil their responsibilities. Experience shows that the larger the portfolio of similar insurance contracts, the smaller the relative variability of the expected outcome will be. In addition, a more diversified portfolio is less likely to be affected across the board by a change in any subset of the portfolio. The Group has developed its insurance underwriting strategy to diversify the types of insurance risks accepted and within each of these categories to achieve a sufficiently large population to reduce the variability of the expected outcome. The Group manages insurance risk through underwriting strategies, reinsurance arrangements and claims handling. The risk under any one insurance contract is the possibility that an insured event occurs and the uncertainty about the amount of the resulting claim. By the very nature of an insurance contract, this risk is random and therefore unpredictable. For a portfolio of insurance contracts where the theory of probability is applied to the pricing and provisioning, the principal risk that the Group faces under its insurance contracts is that the actual claims and benefit payments are less favourable than the underlying assumptions used in establishing the insurance liabilities. This occurs when the frequency or severity of claims and benefits exceeds the estimates. Insurance events are random, and the actual number of claims and the amount of benefits paid will vary each year from estimates established using statistical techniques. 4.1.1 Types of insurance risks 4.1 Insurance risk The Group issues contracts that transfer insurance risk or financial risk or both. This section summarises these risks and the way the Group manages them. Risk management is carried out by the Company's Risk Management Committee under policies approved by the Company's Board of Directors. The Group's debt securities investment mainly includes government bonds, government agency bonds, corporate bonds and subordinated bonds or debts, and most of the debt securities are guaranteed by either the Chinese government or Chinese government controlled financial institutions. As at 31 December 2019, 99.8% (as at 31 December 2018: 99.9%) of the corporate bonds held by the Group or the issuers of these corporate bonds had credit ratings of AA/A-2 or above. As at 31 December 2019, 100% (as at 31 December 2018: 99.9%) of the subordinated bonds or debts held by the Group either had credit ratings of AA/A-2 or above, or were issued by national commercial banks. The bonds, debts or their issuers' credit ratings are assigned by a qualified appraisal institution in the PRC and updated at each reporting date. 4 RISK MANAGEMENT NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) China Life Insurance Company Limited⚫ 2019 Annual Report Financial Report 159 The Group issues certain structured entities (e.g. funds and asset management plans), and acts as a manager for such entities according to the contracts. In addition, the Group may be exposed to variability of returns as a result of holding shares of the structured entities. Determining whether the Group controls such structured entities usually focuses on the assessment of the aggregate economic interests of the Group in the entities (including any carried interests and expected management fees) and the decision-making rights on the entity. As at 31 December 2019, the Group has consolidated some funds issued and managed by the Company's subsidiary, China Life AMP Asset Management Company ("CL AMP"), some debt investment schemes and asset management products issued and managed by the Company's subsidiary, China Life Asset Management Company Limited ("AMC") and some trust schemes and debt investment schemes issued and managed by third parties in the consolidated financial statements. Please refer to Note 42(d) for the details. The Group applies its judgement to determine whether the control indicators set out in Note 2.2 indicate that the Group controls structured entities such as funds and asset management products. 3.5 Determination of control over investee The Group is subject to income tax in numerous jurisdictions. During the normal course of business, certain transactions and activities for which the ultimate tax determination is uncertain, the Group needs to exercise significant judgement when determining the income tax. If the final settlement results of the tax matters are different from the amounts recorded, these differences will impact the final income tax expense and deferred tax for the period. 3.4 Income tax The Group assesses whether there are any indicators of impairment for investments in associates and joint ventures at the end of each reporting period. Investments in associates and joint ventures are tested for impairment when there are indicators that the carrying amounts may not be recoverable. An impairment exists when the carrying value of investments in associates and joint ventures exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The calculation of the fair value less costs of disposal is based on available data from binding sales transactions in an arm's length transaction of similar assets or observable market prices less incremental costs for disposing of investments in associates and joint ventures. When value in use calculations are undertaken, the Group must estimate the expected future cash flows from investments in associates and joint ventures and choose a suitable discount rate in order to calculate the present value of those cash flows. 3.3 Impairment of investments in associates and joint ventures 3 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (continued) For the year ended 31 December 2019 For the year ended 31 December 2019 Credit quality Securities purchased under agreements to resell are pledged by counterparties' debt securities or term deposits of which the Group could take the ownership if the owner of the collateral defaults. Policy loans and most of premium receivables are collateralised by their policies' cash value according to the terms and conditions of policy loan contracts and policy contracts, respectively. Collateral and other credit enhancements 1,080 75,062 Financial liabilities Interest-bearing loans and other borrowings 13,108 Total 13,108 21,259 4,657 2,385 4,657 20,150 20,150 As at 31 December 2019, if RMB had strengthened or weakened by 10% against US dollar, HK dollar, GB pound, EUR and other foreign currencies, with all other variables held constant, pre-tax profit for the year would have been RMB1,013 million (as at 31 December 2018: RMB353 million) lower or higher, respectively, mainly as a result of foreign exchange losses or gains on translation of US dollar, HK dollar, GB pound, EUR and other foreign currencies denominated financial assets and financial liabilities other than the available-for-sale equity securities included in the table above. Pre-tax available-for-sale reserve in equity would have been RMB10,423 million (as at 31 December 2018: RMB4,909 million) lower or higher, respectively, as a result of foreign exchange losses or gains on translation of the available-for-sale equity securities at fair value. The actual exchange losses in 2019 were RMB67 million (2018: exchange losses of RMB194 million). China Life Insurance Company Limited⚫ 2019 Annual Report Financial Report 167 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 4 RISK MANAGEMENT (continued) 4.2 Financial risk (continued) 4.2.2 Credit risk Credit risk is the risk that one party of a financial transaction or the issuer of a financial instrument will fail to discharge its obligation and cause another party to incur a financial loss. Because the Group's investment portfolio is restricted to the types of investments as permitted by the China Banking and Insurance Regulatory Commission ("CBIRC") and a significant portion of the portfolio is in government bonds, government agency bonds, corporate bonds with higher credit rating and term deposits with the state-owned commercial banks, the Group's overall exposure to credit risk is relatively low. Credit risk is controlled by the application of credit approvals, limits and monitoring procedures. The Group manages credit risk through in-house research and analysis of the Chinese economy and the underlying obligors and transaction structures. Where appropriate, the Group obtains collateral in the form of rights to cash, securities, property and equipment to lower the credit risk. Credit risk exposure The carrying amount of financial assets included on the consolidated statement of financial position represents the maximum credit risk exposure at the reporting date without taking account of any collateral held or other credit enhancements attached. The Group has no credit risk exposure relating to off-balance sheet items as at 31 December 2019 and 2018. 1,257 166 China Life Insurance Company Limited ⚫ 2019 Annual Report ⚫ Financial Report 2,385 20,045 The sensitivity analysis for interest rate risk illustrates how changes in interest income and the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates at the end of the reporting period. As at 31 December 2019, if market interest rates were 50 basis points higher or lower with all other variables held constant, pre-tax profit for the year would have been RMB528 million higher or lower (as at 31 December 2018: RMB145 million lower or higher), respectively, mainly as a result of higher or lower interest income on floating rate cash and cash equivalents, term deposits, statutory deposits - restricted, debt securities and loans and the fair value losses or gains on debt securities assets at fair value through profit or loss. Pre-tax available-for-sale reserve in equity would have been RMB9,854 million lower or higher (as at 31 December 2018: RMB13,749 million lower or RMB10,045 million higher), as a result of a decrease or increase in the fair value of available-for-sale securities. China Life Insurance Company Limited ⚫ 2019 Annual Report • Financial Report 165 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 4 RISK MANAGEMENT (continued) 4.2 Financial risk (continued) 4.2.1 Market risk (continued) (ii) Price risk Price risk arises mainly from the volatility of prices of equity securities held by the Group. Prices of equity securities are determined by market forces. The Group is subject to increased price risk mainly because China's capital markets are relatively volatile. The Group manages price risk by holding an appropriately diversified investment portfolio as permitted by laws and regulations designed to reduce the risk of concentration in any one specific industry or issuer. The Group manages interest rate risk through adjustments to portfolio structure and duration, and, to the extent possible, by monitoring the mean duration of its assets and liabilities. As at 31 December 2019, if the prices of all the Group's equity securities had increased or decreased by 10% with all other variables held constant, pre-tax profit for the year would have been RMB5,641 million (as at 31 December 2018: RMB5,073 million) higher or lower, respectively, mainly as a result of an increase or decrease in fair value of equity securities excluding available-for-sale securities. Pre-tax available-for-sale reserve in equity would have been RMB38,559 million (as at 31 December 2018: RMB24,898 million or RMB34,474 million) higher or lower, respectively, as a result of an increase or decrease in fair value of available-for-sale equity securities. If prices decreased to the extent that the impairment criteria were met, a portion of such decrease of the available-for-sale equity securities would reduce pre-tax profit through impairment. Currency risk is the volatility of fair value or future cash flows of financial instruments resulted from changes in foreign currency exchange rates. The Group's currency risk exposure mainly arises from cash and cash equivalents, term deposits, debt investments, equity investments, interest-bearing loans and borrowings denominated in currencies other than the functional currency, such as US dollar, HK dollar, GB pound and EUR, etc. The following table summarises primary financial assets and financial liabilities denominated in currencies other than RMB as at 31 December 2019 and 2018, expressed in RMB equivalent: As at 31 December 2019 Financial assets US dollar HK dollar GB pound EUR Others Total Equity securities - Available-for-sale securities (iii) Currency risk Interest rate risk is the risk that the value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Group's financial assets are principally composed of term deposits, debt securities and loans which are exposed to interest rate risk. Changes in the level of interest rates could have a significant impact on the Group's overall investment return. Many of the Group's insurance policies offer guaranteed returns to policyholders. These guarantees expose the Group to interest rate risk. (i) Interest rate risk 4.2.1 Market risk 20,045 expenses 21,259 26,655 34,045 Accumulated claims expenses paid (21,259) (26,655) (34,045) 42,280 (40,374) 49,175 (32,822) 173,414 (155,155) Unpaid claims expenses 1,906 16,353 18,259 164 China Life Insurance Company Limited 2019 Annual Report • Financial Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 4 RISK MANAGEMENT (continued) 4.2 Financial risk The Group's activities are exposed to a variety of financial risks. The key financial risk is that proceeds from the sale of financial assets will not be sufficient to fund the obligations arising from the Group's insurance and investment contracts. The most important components of financial risk are market risk, credit risk and liquidity risk. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. Risk management is carried out by a designated department under policies approved by management. The responsible department identifies, evaluates and manages financial risks in close cooperation with the Group's operating units. The Group provides written principles for overall risk management, as well as written policies covering specific areas, such as managing market risk, credit risk, and liquidity The Group manages financial risk by holding an appropriately diversified investment portfolio as permitted by laws and regulations designed to reduce the risk of concentration in any one specific industry or issuer. The structure of the investment portfolio held by the Group is disclosed in Note 10. The sensitivity analyses below are based on a change in an assumption while holding all other assumptions constant. In practice this is unlikely to occur, and changes in some of the assumptions may be correlated, such as change in interest rate and change in market price. 11,086 95,428 risk. - Securities at fair value through profit or loss 8,058 Cash and cash equivalents 1,842 444 406 20 3 2,715 Total 35,318 96,564 1,312 1,304 136,699 Financial liabilities Interest-bearing loans and other borrowings 12,892 Total 12,892 2,515 4,638 2,515 106,514 4,638 - - 2,201 8,026 4,549 660 32 871 2,166 1,292 9,538 Debt securities 218 - Loans 1,592 218 - Held-to-maturity securities 448 1,592 9 15 35 profit or loss 507 · Securities at fair value through 7,557 Term deposits 7,557 - Available-for-sale securities balances payable 3,859 (3,859) Annuity and other insurance through profit or loss (1,572) other borrowings (51,019) (16,111) Interest-bearing loans and 20,045 Financial liabilities at fair value (4,776) 51,019 (118,088) Expected cash outflows to repurchase 576,417 Bonds payable 605,996 681,499 667,309 1,901,263 Financial and insurance liabilities 118,088 Insurance contracts 2,552,736 267,804 179,925 209,603 (24,020) (29,900) (35,264) (5,015,173) 23,462 (606,662) Contractual cash outflows Securities sold under agreements Investment contracts 34,990 Not 3,091 value 3,397,014 As at 31 December 2018 than 3 not later later than 1 Without Carrying 1 year but 3 years but Later than Later than Contractual and expected cash flows (undiscounted) 4.2.3 Liquidity risk (continued) 4.2 Financial risk (continued) 4 RISK MANAGEMENT (continued) For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) Subtotal 3,051,632 Net cash inflow/(outflow) 345,382 (3,859) 602,137 (332) (1,331) (19,641) 556,776 Lease liabilities (2,996) (1,491) 173,644 855,143 (440) (74) (66,349) (5,621,909) 600,960 (3,720,646) China Life Insurance Company Limited ⚫ 2019 Annual Report Financial Report 169 (37,996) Subtotal As at 31 December 2019 53,306 Debt securities 605,996 605,996 Equity securities Contractual cash inflows Financial assets 5 years 5 years 3 years than than Later not later 3 years but 1 year but not later than Not later than 1 year Without maturity maturity NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 4 RISK MANAGEMENT (continued) 4.2 Financial risk (continued) 4.2.3 Liquidity risk 1,523,748 Liquidity risk is the risk that the Group is unable to obtain funds at a reasonable funding cost when required to meet a repayment obligation and fund its asset portfolio within a certain time. The following tables set forth the contractual and expected undiscounted cash flows for financial assets and liabilities and insurance liabilities: Contractual and expected cash flows (undiscounted) Later than Later than Carrying value In the normal course of business, the Group attempts to match the maturity of financial assets to the maturity of insurance and financial liabilities. 53,306 107,632 250,805 1,701,886 Cash and cash equivalents 17,281 17,281 Premiums receivable 432 561 40,710 41,703 Accrued investment income 4,467 4,467 agreements to resell Securities purchased under 4,594 2,315 479 6,333 Loans 608,920 232,715 174,260 117,001 191,290 319,656 Term deposits 119,827 184,707 294,477 8,087 Statutory deposits — restricted - 535,260 year Disposals not later Total gains/(losses) recorded in other comprehensive income 221 3,205 3,426 Disposals 404 (200) (4,200) 1,473 1,473 Maturity (9,072) (1,001) (4,000) (10,073) 404 428 Debt securities RMB million RMB million RMB million RMB million RMB million RMB million RMB million 79,248 35,453 100,000 428 46,561 (15,866) 179,248 82,014 16 (15,866) (1,877) (1,877) Total gains/(losses) recorded in profit or loss 16 Closing balance 105,650 128,899 RMB million RMB million RMB million RMB million Assets measured at fair value Available-for-sale securities Level 3 – Equity securities 92,260 44 92,304 Common stocks 113,750 15,871 Funds inputs Total Significant unobservable 16 428 234,993 176 China Life Insurance Company Limited⚫ 2019 Annual Report • Financial Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 4 RISK MANAGEMENT (continued) 4.4 Fair value hierarchy (continued) The following table presents the Group's quantitative disclosures of fair value measurement hierarchy for assets and liabilities measured at fair value as at 31 December 2018: Fair value measurement using Quoted prices in active markets Level 1 Significant observable inputs Level 2 Equity securities securities Total liabilities Derivative financial liabilities 40,070 211 20 | | | 16,101 40,281 20 Debt securities 78 Government bonds 8 Government agency bonds 362 Corporate bonds 7,999 Others 33 16,023 Others Common stocks 5,360 143,095 148,455 Subordinated bonds/debts 1,069 52,853 53,922 Others 6,817 105,650 112,467 Securities at fair value through profit or loss - Equity securities Funds 6,497 69,200 1,091 13,848 41 6,859 77,215 China Life Insurance Company Limited ⚫ 2019 Annual Report Financial Report 175 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 4 RISK MANAGEMENT (continued) 4.4 Fair value hierarchy (continued) The following table presents the changes in Level 3 assets and liabilities for the year ended 31 December 2019: (10) (3,869) Opening balance Purchases Transferred out of Level 3 Available-for-sale securities Debt Securities at fair value through profit or loss Derivative financial assets Total assets Transferred into Level 3 (3,859) (3,869) (10) Derivative financial assets 428 1,091 428 Total 414,396 530,968 234,993 1,180,357 Liabilities measured at fair value Financial liabilities at fair value through profit or loss Investment contracts at fair value through profit or loss Total (3,859) 16 Corporate bonds 143,469 32,707 financial liabilities Total liabilities securities Equity securities Equity Total assets securities RMB million RMB million RMB million RMB million RMB million Opening balance RMB million Purchases Derivative Available-for-sale securities Debt (2,680) Total (2,689) | || | (1,877) (1,877) Securities at fair value through profit or loss (1,877) China Life Insurance Company Limited 2019 Annual Report Financial Report 177 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 4 RISK MANAGEMENT (continued) 4.4 Fair value hierarchy (continued) The following table presents the changes in Level 3 assets and liabilities for the year ended 31 December 2018: (4,566) Transferred into Level 3 Transferred out of Level 3 Total gains/(losses) recorded in profit or loss (1,122) (1,877) (1,877) 6,470 (161) (864) (655) 179,248 (1,877) The assets and liabilities whose fair value measurements are classified under Level 3 above do not have material impact on the profit or loss of the Group. For the assets and liabilities measured at fair value on a recurring basis, during the year ended 31 December 2019, RMB13,307 million (2018: RMB11,215 million) debt securities were transferred from Level 1 to Level 2 within the fair value hierarchy, whereas RMB9,716 million (2018: RMB16,119 million) debt securities were transferred from Level 2 to Level 1. No material equity securities were transferred from Level 1 to Level 2 (2018: RMB3,491 million were transferred from Level 1 to Level 2), whereas RMB853 million equity securities were transferred from Level 2 to Level 1 (2018: no material transfer). For the years ended 31 December 2019 and 2018, there were no significant changes in the business or economic circumstances that affected the fair value of the Group's financial assets and liabilities. There were also no reclassifications of financial assets. As at 31 December 2019 and 2018, significant unobservable inputs such as discount rate and discounts for lack of marketability were used in the valuation of primarily assets and liabilities at fair value classified as Level 3. The fair value was not significantly sensitive to reasonable changes in these significant unobservable inputs. 178 China Life Insurance Company Limited⚫ 2019 Annual Report • Financial Report (1,877) (467) 180 180 Total gains/(losses) recorded in other comprehensive income 3,024 3,446 (161) Maturity Closing balance (864) 79,248 100,000 57,333 89,111 655 19,755 7,891 147,099 27,646 - (2 Derivative financial liabilities profit or loss Investment contracts at fair value through 10,206 175,514 185,720 Subordinated bonds/debts 21,314 200 Corporate bonds 21,514 1,595 79,048 80,643 Securities at fair value through profit or loss - Equity securities Others 180,273 126,840 53,433 32,707 Wealth management products 31,348 31,348 Others 34 53,445 53,479 - Debt securities Government bonds 2,587 25,853 28,440 Government agency bonds Funds Preferred stocks 13,891 13,967 72,722 79,774 Others 1,351 1,351 Total 7,052 329,243 179,248 988,614 Liabilities measured at fair value Financial liabilities at fair value through profit or loss (2,680) 480,123 Corporate bonds 6,760 5,204 Common stocks 34,392 849 35,241 Wealth management products 1,506 1,506 - Debt securities Government bonds 82 years 118 Government agency bonds 1,556 76 171,189 36 24,305 The Group manages capital to ensure its continuous and full compliance with the regulations mainly through monitoring its quarterly solvency ratios, as well as the solvency ratio based on annual stress testing. China Life Insurance Company Limited 2019 Annual Report • Financial Report 171 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 4 RISK MANAGEMENT (continued) 4.2 Financial risk (continued) The Group is also subject to other local capital requirements, such as statutory deposits - restricted requirement, statutory insurance fund requirement, statutory reserve fund requirement and general reserve requirement discussed in detail in Note 10.4, Note 21 and Note 38, respectively. 4.2.4 Capital management (continued) Core capital Actual capital Minimum capital Core solvency ratio Comprehensive solvency ratio As at The table below summarises the core and comprehensive solvency ratio, core capital, actual capital and minimum capital of the Company under Insurance Institution Solvency Regulations (No. 1 - No. 17): The Group's objectives for managing capital are to comply with the insurance capital requirements based on the minimum capital and actual capital required by the CBIRC, prevent risk in operation and safeguard the Group's ability to continue as a going concern so that it can continue to provide returns for equity holders and benefits for other stakeholders. The Group replenishes capital to improve the solvency ratio by issuing Core Tier 2 Capital Securities and bonds for capital replenishment according to the relevant laws and the approval of the relevant authorities. 4.2.4 Capital management Although all investment contracts with DPF and investment contracts without DPF contain contractual options to surrender that can be exercised immediately by all policyholders at any time, the Group's expected cash flows as shown in the above tables are based on past experience and future expectations. Should these contracts be surrendered immediately, it would cause a cash outflow of RMB61,178 million and RMB204,037 million, respectively for the year ended 31 December 2019 (2018: RMB58,669 million and RMB194,290 million, respectively), payable within one year. 2,735,901 Net cash inflow/(outflow) 218,878 (2,680) 420,100 (16,977) (74,392) 208,079 486,890 746,590 (3,798) (24,911) (5,021,057) 605,992 (3,353,136) The amounts set forth in the tables above for insurance and investment contracts in each column are the cash flows representing expected future benefit payments taking into consideration of future premiums payments or deposits from policyholders. The excess cash inflows from matured financial assets will be reinvested to cover any future liquidity exposures. The estimate is subject to assumptions related to mortality, morbidity, the lapse rate, the loss ratio of short- term insurance contracts, expense and other assumptions. Actual experience may differ from estimates. 170 China Life Insurance Company Limited⚫ 2019 Annual Report • Financial Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 4 RISK MANAGEMENT (continued) 4.2 Financial risk (continued) 4.2.3 Liquidity risk (continued) The liquidity analysis above does not include policyholder dividends payable of RMB112,593 million as at 31 December 2019 (as at 31 December 2018: RMB85,071 million). As at 31 December 2019, declared dividends of RMB77,512 million (as at 31 December 2018: RMB74,932 million) included in policyholder dividends payable have a maturity not later than one year. For the remaining policyholder dividends payable, the amount and timing of the undiscounted cash flows are indeterminate due to the uncertainty of future experiences including investment returns and are subject to future declarations by the Group. 31 December 2019 RMB million As at 31 December 2018 RMB million The Group did not guarantee or provide any financing support for the structured entities that the Group had interest in or sponsored. 172 China Life Insurance Company Limited⚫ 2019 Annual Report • Financial Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 4 RISK MANAGEMENT (continued) 4.3 Disclosures about interest in unconsolidated structured entities (continued) (i) The unconsolidated structured entities that the Group has interest in The Group believes that the maximum exposure approximates the carrying amount of interest in these unconsolidated structured entities. The size of unconsolidated structured entities as well as the Group's carrying amount of the assets recognised in the financial statements relating to its interest in unconsolidated structured entities and the Group's maximum exposure are shown below: Unconsolidated structured entities Carrying amount As at 31 December 2019 Size of assets RMB Million Funds managed by affiliated entities These structured entities that the Group has interest in are guaranteed by third parties with higher credit ratings, or by pledging, or by having the fiscal budget income as the source of repayment, or by borrowers with higher credit ratings. Subtotal The Group's interest in unconsolidated structured entities are recorded as securities at fair value through profit or loss, available-for-sale securities and loans. These structured entities typically raise funds by issuing securities or other beneficiary certificates. The purpose of these structured entities is primarily to generate management service fees, or provide finance to public and private infrastructure construction. Refer to Note 3.5 for the Group's consolidation judgements related to structured entities. According to the Supervision Information System of the China Risk Oriented Solvency System, the latest Integrated Risk Rating result of the Company was Category A. 952,030 761,353 987,067 761,367 356,953 303,872 267% 251% 277% 251% According to the solvency ratios results mentioned above, and the unquantifiable evaluation results of operational risk, strategic risk, reputational risk and liquidity risk of insurance companies, the CBIRC evaluates the comprehensive solvency of insurance companies and supervises insurance companies by classifying them into four categories: (i) Category A: solvency ratios meet the requirements, and the operational risk, strategic risk, reputational risk and liquidity risk are very low; (ii) Category B: solvency ratios meet the requirements, and the operational risk, strategic risk, reputational risk and liquidity risk are low; (iii) Category C: solvency ratios do not meet the requirements or solvency ratios meet the requirements but one or several risks in operation, strategy, reputation and liquidity are high; (iv) Category D: solvency ratios do not meet the requirements or solvency ratios meet the requirements but one or several risks in operation, strategy, reputation and liquidity are severe. 4.3 Disclosures about interest in unconsolidated structured entities 20,150 borrowings Interest-bearing loans and other 559,341 172,525 145,634 88,718 237,508 172,050 77,961 Statutory deposits - restricted 6,333 782 739 6,005 Securities purchased under agreements to resell 9,905 9,905 Accrued investment income Term deposits 48,402 298,644 1,417,910 80,801 182,978 146,884 Later than 5 than years 5 years Financial assets Contractual cash inflows Equity securities 422,780 422,780 Debt securities 1,391,310 Loans 450,251 290,449 101,149 185,158 47,834 28 (13,489) (4,391,739) (11,422) (629,318) Contractual cash outflows Securities sold under agreements to repurchase 192,141 (192,141) Financial liabilities at fair value through profit or loss 2,680 (2,680) Annuity and other insurance balances payable 49,465 (49,465) 222,170 (10,293) 540 197,289 (13,098) 2,216,031 Premiums receivable 15,648 15,648 Cash and cash equivalents 50,809 50,809 Subtotal 2,954,779 422,780 561,282 538,511 630,903 1,667,921 Financial and insurance liabilities Expected cash outflows Investment contracts 255,434 RMB Million 6,497 Insurance contracts Interest held by the Group (ii) The unconsolidated structured entities that the Group has sponsored but does not have interest in As at 31 December 2019, the size of the unconsolidated structured entities that the Group sponsored but had no interest was RMB600,223 million (as at 31 December 2018: RMB400,419 million), which were mainly funds, special asset management schemes, pension security products and pension products, etc., sponsored by the Group to generate management service fee income. In 2019, the management service fee from these structured entities was RMB1,749 million (2018: RMB1,338 million), which was recorded as other income. The Group did not transfer assets to these structured entities. 4.4 Fair value hierarchy Level 1 fair value is based on quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can obtain at the measurement date. Other than Level 1 quoted prices, Level 2 fair value is based on valuation techniques using significant inputs, that are observable for the asset being measured, either directly or indirectly, for substantially the full term of the asset through corroboration with observable market data. Observable inputs generally used to measure the fair value of securities classified as Level 2 include quoted market prices for similar assets in active markets; quoted market prices in markets that are not active for identical or similar assets and other market observable inputs. This level includes the debt securities for which quotations are available from pricing services providers. Fair values provided by pricing services providers are subject to a number of validation procedures by management. These procedures include a review of the valuation models utilised and the results of these models, as well as the recalculation of prices obtained from pricing services at the end of each reporting period. Under certain conditions, the Group may not receive a price quote from independent third-party pricing services. In this instance, the Group's valuation team may choose to apply an internally developed valuation method to the assets or liabilities being measured, determine the main inputs for valuation, and analyse the change of the valuation and report it to management. Key inputs involved in internal valuation services are not based on observable market data. They reflect assumptions made by management based on judgements and experiences. The assets or liabilities valued by this method are generally classified as Level 3. As at 31 December 2019, assets classified as Level 1 accounted for approximately 35.11% of assets measured at fair value on a recurring basis. Fair value measurements classified as Level 1 include certain debt securities, equity securities that are traded in an active exchange market or interbank market and open-ended funds with public market price quotation. The Group considers a combination of certain factors to determine whether a market for a financial instrument is active, including the occurrence of trades within the specific period, the respective trading volume, and the degree which the implied yields for a debt security for observed transactions differs from the Group's understanding of the current relevant market rates and information. Trading prices from the Chinese interbank market are determined by both trading counterparties and can be observed publicly. The Company adopted this price of the debt securities traded on the Chinese interbank market at the reporting date as their fair market value and classified the investments as Level 1. Open- ended funds also have active markets. Fund management companies publish the net asset value of these funds on their websites on each trade date. Investors subscribe for and redeem units of these funds in accordance with the funds' net asset value published by the fund management companies on each trade date. The Company adopted the unadjusted net asset value of the funds at the reporting date as their fair market value and classified the investments as Level 1. As at 31 December 2019, assets classified as Level 2 accounted for approximately 44.98% of assets measured at fair value on a recurring basis. They primarily include certain debt securities and equity securities. Valuations are generally obtained from third party pricing services for identical or comparable assets, or through the use of valuation methodologies using observable market inputs, or recent quoted market prices. Valuation service providers typically gather, analyse and interpret information related to market transactions and other key valuation model inputs from multiple sources, and through the use of widely accepted internal valuation models, provide a theoretical quote on various securities. Debt securities are classified as Level 2 when they are valued at recent quoted prices from the Chinese interbank market or from valuation service providers. 174 China Life Insurance Company Limited⚫ 2019 Annual Report • Financial Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 4 RISK MANAGEMENT (continued) 4.4 Fair value hierarchy (continued) At 31 December 2019, assets classified as Level 3 accounted for approximately 19.91% of assets measured at fair value on a recurring basis. They primarily include unlisted equity securities and unlisted debt securities. Fair values are determined using valuation techniques, including discounted cash flow valuations, the comparable companies approach, etc. The determination of Level 3 is primarily based on the significance of certain unobservable inputs. For the accounting policies regarding the determination of fair values of financial assets and liabilities, see Note 3.2. The following table presents the Group's quantitative disclosures of fair value measurement hierarchy for assets and liabilities measured at fair value as at 31 December 2019: 4.3 Disclosures about interest in unconsolidated structured entities (continued) Assets measured at fair value 4 RISK MANAGEMENT (continued) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 33,330 and service fee Investment income third parties Others managed by affiliated entities Note 2 422,006 9,502 9,502 Others managed by third parties Note 2 Note 1 110,035 110,035 Investment income and service fee Investment income Note 1: Funds, trust schemes, debt investment schemes and others managed by third parties were sponsored by third party financial institutions and the information related to size of these structured entities were not publicly available. Note 2: Others included wealth management products, special asset management schemes, and asset-backed plans, etc. China Life Insurance Company Limited ⚫ 2019 Annual Report Financial Report 173 For the year ended 31 December 2019 33,330 Available-for-sale securities Funds 58,314 Wealth management products 32,640 32,640 Others 28,319 70,585 98,904 Debt securities Government bonds 2,620 21,138 23,758 Maximum exposure RMB Million 6,497 Government agency bonds 58,314 - Equity securities Preferred stocks 22,117 Fair value measurement using Quoted prices in active markets Significant observable inputs Level 2 RMB million RMB million Significant unobservable Total inputs Level 3 RMB million RMB million 102,349 102,349 Common stocks 214,206 236,323 Note 1 Level 1 managed by affiliated entities Others managed by third parties 10,827 10,827 452,814 Others managed by affiliated entities Note 2 third parties Investment income Investment income and service fee 37,112 Investment income and service fee and service fee Investment income Investment income 37,112 Debt investment schemes managed by managed by affiliated entities 14,832 14,832 Note 2 34,025 71,707 71,707 Note 1 Trust schemes managed by third parties 3,588 3,588 6,400 106,205 106,205 Note 1 Debt investment schemes managed by Trust schemes managed by affiliated entities Funds managed by third parties Investment income Debt investment schemes Note 1 Note 1 98,003 Interest held by the Group Funds managed by third parties Trust schemes managed by affiliated entities Note 1 3,800 104,678 2,680 104,678 2,680 and service fee Investment income Investment income Trust schemes managed by third parties Note 1 89,769 89,769 Debt investment schemes 98,003 32,029 32,029 59,456 Maximum exposure RMB Million 629 RMB Million 629 Investment income amount Funds managed by affiliated entities of assets Size Investment income and service fee Investment income RMB Million 120,797 Carrying and service fee Investment income Investment income As at 31 December 2018 Unconsolidated structured entities (10,414) As at 1 January 2019 (813) 71,500 14,378 1,364 8,368 Accumulated depreciation 2,619 579 48 Disposals (48) (190) (620) (1,397) Other additions Charge for the year 44,771 (5,443) 162 As at 31 December 2019 8,656 (107) 65,353 Transfers upon completion 7,171 288 (8,164) 532 (173) Additions 415 1,026 195 2,191 As at 31 December 2019 3 10,295 Transfers into investment properties (2,977) (2,977) Disposals (77) (604) (171) (39) (998) (11,811) 16,901 (841) 814 47,281 As at 31 December 2019 32,936 2,884 523 14,377 1,038 51,758 China Life Insurance Company Limited • 2019 Annual Report Financial Report 185 527 construction improvements Assets under Motor vehicles fixtures 16,902 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) Buildings Office equipment, furniture and Cost 6 PROPERTY, PLANT AND EQUIPMENT (continued) For the year ended 31 December 2019 Leasehold 2,215 26,824 As at 1 January 2019 Impairment (24) (1,377) (18,047) (283) (2,490) (48) 79 868 (1,581) (19,717) (1) (25) As at 1 January 2019 Charge for the year Disposals As at 31 December 2019 (24) | | || | EE (1) (25) Net book value (5,484) 1,340 2,743,378 9,696 37,262 Life Health As at 31 December 2018 Accident Others Elimination Total RMB million 145,889 8,975 9,835 Liabilities 43,383 610 201,661 2,753,074 154,864 10,445 245,044 220,942 3,163,427 47,281 43,695 3,254,403 2,942,485 Insurance contracts Total Property, plant and equipment 505 1,589 Depreciation and amortisation - (2,070) 660 (10) (141) (2,579) attributable to equity holders of the Company Total Others 202 2,638 China Life Insurance Company Limited⚫ 2019 Annual Report Financial Report 183 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 5 SEGMENT INFORMATION (continued) Assets Financial assets Others Segment assets Unallocated 342 7,658 2,081,822 8,466 9,358 26,039 2,738,459 Unallocated Others Total 192,654 2,931,113 184 China Life Insurance Company Limited ⚫ 2019 Annual Report • Financial Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 154,488 6 PROPERTY, PLANT AND EQUIPMENT Office equipment, furniture and Motor Assets under Leasehold Buildings fixtures vehicles construction improvements Total RMB million As at 1 January 2019 Cost 125,743 2,548,574 72,976 2,216,031 Investment contracts 240,152 15,282 255,434 Derivative financial liabilities 1,773 97 7 1,877 Segment liabilities Securities sold under agreements to 178,499 9,759 674 3,209 192,141 Others 46,328 3,607 211 22,830 repurchase RMB million RMB million 32,457 (1,168) 2,554 3,519 1 2,555 1 3,520 The Group had no significant profit or loss from subleasing right-of-use assets or sale and leaseback transactions for the year ended 31 December 2019. The Group's right-of-use assets include the above assets and land use rights disclosed in Note 14. (b) The amounts recognised in profit or loss in relation to leases are as follows: Interest on lease liabilities Depreciation charge of right-of-use assets Expense relating to short-term leases (1) Expense relating to leases of low-value assets (except for short-term lease liabilities) Total 2019 106 1,197 440 3 1,746 China Life Insurance Company Limited ⚫ 2019 Annual Report Financial Report 187 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 8 INVESTMENT PROPERTIES Buildings RMB million 31 December Cost 29 │C ।」E As at 31 December 2019 Net book value As at 1 January 2019 As at 31 December 2019 Buildings Others Total RMB million 2,554 1 (1,197) 2,555 1 2,263 (130) (130) 4,686 2 4,688 (1,196) 29 (1,167) 2,262 Deductions As at 1 January 2019 Deductions Deductions As at 31 December 2018 Net book value As at 1 January 2018 As at 31 December 2018 Fair value As at 1 January 2018 As at 31 December 2018 188 China Life Insurance Company Limited ⚫ 2019 Annual Report ⚫ Financial Report Buildings Accumulated depreciation As at 1 January 2018 Additions RMB million Other comprehensive income (14) 10,227 (302) (186) 8 (480) 3,064 9,747 4,629 12,449 3,366 6,875 Additions As at 31 December 2018 As at 1 January 2018 Additions As at 31 December 2019 Accumulated depreciation As at 1 January 2019 Additions Deductions As at 31 December 2019 Net book value As at 1 January 2019 As at 31 December 2019 Fair value As at 1 January 2019 As at 31 December 2019 Deductions 10,227 (351) 12,898 (480) (325) (757) 9,747 12,141 12,449 14,870 Cost 3,022 As at 1 January 2018 Charge for the year Impairment (86) (946) As at 31 December 2018 37,262 7,658 1,340 16,902 2,191 65,353 Accumulated depreciation (76) As at 1 January 2018 (5,122) (955) Charge for the year (1,196) (578) (151) Disposals 30 257 293 (9,248) | | | |│| (345) (169) 6,873 1,403 16,696 1,830 59,259 Transfers upon completion 4,889 123 (5,500) 393 (270) (95) 85 932 282 11,416 54 12,769 Transfers into investment properties (5,634) (5,634) Disposals Additions As at 1 January 2019 (1,203) (212) 627 42,707 26,824 2,215 527 16,901 814 47,281 As at 31 December 2019, the net book value of buildings above which were in process to obtain title certificates was RMB8,852 million (as at 31 December 2018: RMB6,798 million). 186 China Life Insurance Company Limited 2019 Annual Report • Financial Report 16,696 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 7 LEASES (a) Right-of-use assets Cost As at 1 January 2019 Additions Deductions As at 31 December 2019 Accumulated depreciation As at 1 January 2019 Charge for the year Deductions As at 31 December 2019 For the year ended 31 December 2019 (16,528) 448 23,185 (2,137) 38 618 As at 31 December 2018 (10,414) (5,443) (813) (1,377) (18,047) Impairment 1,751 As at 1 January 2018 (24) Charge for the year Disposals As at 31 December 2018 Net book value As at 1 January 2018 As at 31 December 2018 (24) (1) (25) (24) 541 48 (5) 59,795 Income tax Net profit (781) 59,014 Attributable to - Equity holders of the Company - Non-controlling interests 11,013 Other comprehensive income 727 attributable to equity holders of the Company 31,861 1,931 109 946 34,847 Depreciation and amortisation 58,287 489 5,875 42,418 (797) (273) (93) (1,163) Segment benefits, claims and expenses (552,338) (102,736) (15,002) (9,287) 1,673 (677,690) Net gains on investments of associates and joint ventures 8,011 8,011 Including: share of profit of associates and joint ventures Segment results 9,159 9,159 2,671 Statutory insurance fund contribution 917 479 572 222,983 244,617 3,120,093 195,251 10,652 299,890 3,625,886 3,381,269 Property, plant and equipment Total 51,758 49,090 3,726,734 Liabilities Insurance contracts 2,385,407 158,800 Others 76,907 10,080 183,142 12,109 4,379 China Life Insurance Company Limited ⚫ 2019 Annual Report Financial Report 181 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 5 SEGMENT INFORMATION (continued) Assets Financial assets Others Segment assets Unallocated Life Health As at 31 December 2019 Accident Others Elimination Total RMB million 3,111,140 8,953 312 1,673 (5) (95) 8,195 Including: inter-segment revenue 1,673 (1,673) Segment revenues 594,756 108,611 15,491 (1,673) 12,289 729,474 Benefits, claims and expenses Insurance benefits and claims expenses Life insurance death and other benefits (124,194) (3,649) (34) (127,877) (1,673) 8,698 60 1,110 560,278 Investment income 129,334 7,849 443 2,293 139,919 Net realised gains on financial assets 1,646 100 6 79 1,831 16,947 1,027 58 1,219 19,251 Other income Accident and health claims and claim adjustment expenses (44,613) (6,170) (200) (12) (755) (4,255) Administrative expenses (25,328) (9,075) (2,962) (2,910) (40,275) Other expenses (7,120) (692) (169) (3,294) 1,673 (9,602) Including: inter-segment expenses (1,573) (3,288) 8,529 Finance costs (2,328) (50,783) Increase in insurance contract liabilities (303,479) (27,209) (119) (330,807) Investment contract benefits (8,810) (347) (9,157) Policyholder dividends resulting from participation in profits (22,251) (124) (22,375) Underwriting and policy acquisition costs (57,071) (16,554) (5,443) (81,396) 14,984 2,552,736 252,362 (19,646) Underwriting and policy acquisition costs (43,108) (11,806) (4,808) (2,983) (62,705) Finance costs (123) (3,304) (12) (619) (4,116) Administrative expenses (23,728) (7,881) (2,982) (2,895) (181) (19,523) participation in profits Policyholder dividends resulting from Insurance benefits and claims expenses Life insurance death and other benefits Accident and health claims and claim (245,786) (2,922) (28) (248,736) adjustment expenses (33,801) (6,751) (40,552) Increase in insurance contract liabilities (167,090) (22,966) 125 (189,931) Investment contract benefits (9,020) (312) (9,332) (37,486) Benefits, claims and expenses Other expenses (487) Segment results Income tax Net profit Attributable to - Equity holders of the Company - Non-controlling interests 7,745 7,745 Including: share of profit of associates and joint ventures 7,745 1,630 4,100 495 7,696 13,921 (1,985) 11,936 11,395 7,745 and joint ventures Net gains on investments of associates (621,243) (140) (3,255) 1,579 (7,642) Including: inter-segment expenses (1,492) (82) 1,579 Statutory insurance fund contribution (759) (242) (96) (1,097) Segment benefits, claims and expenses (517,657) (80,721) (14,692) (9,752) 1,579 (5,339) 627,419 (1,579) 9,703 Total 268,007 3,317,392 182 China Life Insurance Company Limited ⚫ 2019 Annual Report ⚫ Financial Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 5 SEGMENT INFORMATION (continued) For the year ended 31 December 2018 Life Others Health Others Elimination Total RMB million Revenues Gross written premiums 437,540 83,614 Accident Unallocated 3,049,385 28,803 15,442 267,804 Securities sold under agreements to repurchase 106,377 6,447 365 4,899 118,088 Others 80,820 5,687 346 23,904 110,757 Segment liabilities 2,824,966 186,376 9,240 14,672 535,826 - Term life 3,145 Net fair value gains through profit or loss (16,946) (927) (65) (340) (18,278) Other income 1,088 84 8,505 (1,579) 8,098 Including: inter-segment revenue 1,579 (1,579) Segment revenues 519,287 84,821 15,187 (19,591) Investment contracts (74) (1,008) - Whole life 46,375 - Endowment 126,318 - Annuity 261,702 Net premiums earned 436,863 80,279 14,881 532,023 Investment income 116,721 6,393 441 1,612 125,167 Net realised gains on financial assets (18,439) (70) 99,575 Net fair value gains through profit or loss Net premiums earned 31 December 2019: financial 31 December 2018: (1,877) instruments Derivative Discount rate Discounted cash flow method 31 December 2019:105,666 31 December 2018: 79,248 securities Debt Discount rate 428 N/A N/A approach Net asset value method Discounted cash flow method 31 December 2019: 28,346 31 December 2018: 23,976 31 December 2019: 72,477 31 December 2018: 37,847 The fair value is inversely related to the discounts for lack of marketability between fair value and unobservable inputs Relationships Discounts for lack 31 December 2019: 11%-35% 31 December 2018: 5%-25% of marketability N/A companies Comparable companies approach 31 December 2019: 3.02%-6.22% 31 December 2018: 4.00%-6.60% Other businesses relate primarily to income and cost of the agency business in respect of transactions with CLIC, etc., as described in Note 35, net share of profit of associates and joint ventures, income and expenses of subsidiaries, and unallocated income and expenditure of the Group. (iv) Other businesses (Others) Accident insurance business relates primarily to the sale of accident insurance policies. (iii) Accident insurance business (Accident) Health insurance business relates primarily to the sale of health insurance policies, including those health insurance policies without significant insurance risk transferred. (ii) Health insurance business (Health) Life insurance business relates primarily to the sale of life insurance policies, including those life insurance policies without significant insurance risk transferred. (i) Life insurance business (Life) 31 December 2019: 3.80%-6.38% 31 December 2018: 3.80%-7.50% The Group operates in four operating segments: 5 SEGMENT INFORMATION For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) China Life Insurance Company Limited ⚫ 2019 Annual Report Financial Report 179 The fair value is inversely related to the discounts for lack of marketability The fair value is inversely related to discount rate The fair value is inversely related to discount rate Discounts for lack 31 December 2019: 15% of marketability 31 December 2018: 11% 5.1 Operating segments Comparable 445,719 Equity securities Elimination Total RMB million NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) Revenues Gross written premiums 446,562 105,581 Others 14,943 2,584 - Whole life 61,612 - Endowment 113,950 - Annuity 268,416 31 December 2019: 26,265 31 December 2018: 34,388 567,086 Accident - Term life Life Range Health inputs Significant unobservable Valuation techniques The table below presents information about the significant unobservable inputs used for primary assets and liabilities at fair value classified as Level 3 as at 31 December 2019 and 31 December 2018: 4.4 Fair value hierarchy (continued) 4 RISK MANAGEMENT (continued) For the year ended 31 December 2019 Fair value Investment income, net realised gains on financial assets, net fair value gains through profit or loss and foreign exchange gains/(losses) within other expenses are allocated among segments in proportion to the respective segments' average liabilities of insurance contracts and investment contracts at the beginning and end of the year. Administrative expenses are allocated among segments in proportion to the unit cost of respective products in the different segments. Unallocated other income and other expenses are presented in the "Others" segment directly. Income tax is not allocated. 5.3 Allocation basis of assets and liabilities Financial assets, securities sold under agreements to repurchase and derivative financial liabilities are allocated among segments in proportion to the respective segments' average liabilities of insurance contracts and investment contracts at the beginning and end of the year. Insurance and investment contract liabilities are presented under the respective segments. The remaining assets and liabilities are not allocated. 180 China Life Insurance Company Limited 2019 Annual Report • Financial Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 5.2 Allocation basis of income and expenses 5 SEGMENT INFORMATION (continued) For the year ended 31 December 2019 An increase in investment yield from the participating accounts 37,486 1,985 781 Income tax 40,275 An increase in interest paid for bonds payables The growth of business An increase in commissions of regular business due to the growth of the Company's business and the optimization of its business structure 7.4% Administrative expenses -60.7% Company acquisition costs Net profit attributable to 58,287 11,395 411.5% equity holders of the Due to an increase in gross investment income and the impact from the new policy on pre-tax deduction of underwriting and policy acquisition costs China Life Insurance Company Limited 2019 Annual Report Prelude 11 CHAIRMAN'S STATEMENT Due to a combined impact of the growth of insurance business and a decrease in maturities payments and surrender payments The impact from the new policy on pre-tax deduction of underwriting and policy An increase in profits of certain associates -1.9% An increase in spread income of stocks and funds in available-for-sale securities 479,219 6.3% claims expenses Investment contract benefits 9,157 9,332 The year of 2019 marked the 70th anniversary¹ of the founding of China Life, and also the beginning of "China Life Revitalization”. In this inspiring springtime, I, on behalf of the Company's board of directors (the "Board"), hereby report to shareholders and the public on the Company's operating results for the year of 2019. 2019 was a truly remarkable year for us, when the external environment was complicated and ever- changing, and the insurance industry saw accelerated transformation. In the face of new development and consumption trends, the Company has always kept pace with the development of the times as well as demands from customers. With new development philosophy guiding new practices, we have embarked on the journey of "China Life Revitalization" and pursued high-quality development with concerted efforts. Policyholder dividends 22,375 19,646 13.9% resulting from participation in profits Underwriting and policy 81,396 62,705 29.8% acquisition costs Finance costs 4,255 4,116 3.4% RMB million Due to the steady growth of life insurance business The expansion of health insurance business by the Company An increase in interest income from fixed- maturity investments and dividends from stocks An increase in spread income and fair value of stocks in securities at fair value through profit or loss In the year of 2019, net profit attributable to equity holders of the Company amounted to RMB58,287 million, an increase of 411.5% year on year. Value of one year's sales of the Company reached RMB 58,698 million, an increase of 18.6% year on year, significantly leading the market. The core solvency ratio and comprehensive solvency ratio were 266.71% and 276.53%, respectively. The Company has been listed on the "Forbes Global 2000" for 16 consecutive years, ranking 105th in 2019. Based on the Company's sound operating performance, the Board has proposed to distribute a final cash dividend of RMB0.73 per share (inclusive of tax) and such proposal will be submitted to the 2019 Annual General Meeting for review and discussion. Wang Bin Chairman 1 The predecessor of the Company, one of the first batch of enterprises to underwrite insurance business in China, was approved by the Chinese Government for establishment in October 1949, when the People's Republic of China was founded. In 1996, in compliance with the separate operation regulation, Zhong Bao Life Insurance Company was established to focus on life insurance business. In 1999, Zhong Bao Life Insurance Company was renamed as China Life Insurance Company. In 2003, China Life Insurance Company accelerated its reform and development and was restructured into China Life Insurance (Group) Company, which founded the Company as a sole promoter. city branches and invigorated field offices One Goal Build a vibrant organizational structure to achieve the goal of revitalizing China Life Two Focuses Create a strengthened individual agent channel in coordination with other channels (Yi Ti Duo Yuan) and a market-oriented investment management system "Yi Ti" refers to the strengthened individual agent channel by upgrading the general team and consolidating the upsales, insurance planners and tele-sales teams for enhanced value creation; "Duo Yuan" refers to the operation of business through bancassurance, group and health insurance channels so as to form effective synergy with individual agent channel, and consolidate market leading position. Two Engines Establish market-oriented provincial branches, optimized 509,467 the models of technological development Two Supports Integrated intelligent operational system and precise financial resource allocation system MANAGEMENT DISCUSSION AND ANALYSIS REVIEW OF BUSINESS OPERATIONS IN 2019 In 2019, despite the complicated situation of increased risks and challenges at home and abroad, the Company concentrated on the strategic goal of "China Life Revitalization" with "Dual Centers and Dual Focuses" as its strategic core, adhered to the overall keynote of making steady progress, and upheld the operational guideline of "prioritizing business value, strengthening sales force, achieving stable growth, upgrading technology, optimizing services, and guarding against risks". The Company accelerated the establishment of a development system of "Yi Ti Duo Yuan" with strengthened individual agent channel in coordination with other channels as well as a market-oriented investment management system, strengthened technological empowerment, focused on the transformation of sales and the development of protection-oriented business, reformed its sales models, investment and services systems, constantly improved the efficiency of risk prevention and control, and achieved the coordinated growth of business scale and value. During the Reporting Period, the Company's gross written premiums amounted to RMB567,086 million, an increase of 5.8% year on year, maintaining its industry leadership position. As at 31 December 2019, embedded value of the Company reached RMB942,087 million, an increase of 18.5% from the end of 2018. Value of one year's sales was RMB58,698 million, an increase of 18.6% year on year. During the Reporting Period, the Company continued to enhance the asset-liability management, and its gross investment income reached RMB169,043 million, a significant increase of 77.7% from 2018. Due to an increase in gross investment income and the impact from the new policy on pre-tax deduction of underwriting and policy acquisition costs, net profit attributable to equity holders of the Company was RMB58,287 million, an increase of 411.5% year on year. As at the end of the Reporting Period, the core solvency ratio and the comprehensive solvency ratio were 266.71% and 276.53%, respectively. 18 China Life Insurance Company Limited ⚫ 2019 Annual Report Management Discussion and Analysis mechanisms and optimize All these achievements embodied devotion, dedication and hard work of all the staff and sales teams of the Company, and demonstrated the precious splendor, spirit and strength of China Life. Over the past year, we adhered to the operational guideline of "prioritizing business value, strengthening sales force, achieving stable growth, upgrading technology, optimizing services and guarding against risks" and took "Dual Centers and Dual Focuses" as our strategic core, making new strides in shouldering corporate social responsibility, quality development, technology empowerment, reform and transformation, and risk prevention and control. Strong headquarters, streamlined DINGXIN PROJECT 12 China Life Insurance Company Limited 2019 Annual Report Chairman's Statement We firmly committed to serving the society and shouldering social responsibilities for the interest of the public. The Company gave full play to the functions of insurance as an economic "shock absorber" and social "stabilizer", and underwrote an insured sum of RMB397 trillion for the public on a cumulative basis, with the total claims payment of more than RMB120 billion. It actively carried out policy-oriented businesses such as supplementary major medical expenses insurance and medical insurance administration projects, which helped improve basic social medical insurance protection and service level and significantly alleviated the illness-related poverty. The Company targeted to the specific insurance needs of poverty-stricken people, and made claims payment of nearly RMB3 billion to poverty-stricken people in relation to supplementary major medical expenses insurance protection. In 2019, the Company gave support to the targeted poverty alleviation work, helping nearly 87,000 poverty-stricken people be lifted from poverty. The Company proactively aligned its needs for development with national strategies. Leveraging on the leading role and demonstration effect of insurance funds, it actively participated in the country's major development strategies including those for the coordinated development of the Beijing-Tianjin-Hebei Region, the construction of the Xiong'an New Area, the integrated development along the Yangtze River Delta, and the building of the Guangdong- Hong Kong-Macao Greater Bay Area, and took multiple measures to promote the coordinated development of regional economies. The Company also led the investment in the hydropower development project in the upper reaches of the Yellow River in Qinghai Province, participated in the mixed ownership reform of state- owned enterprises, and promoted the sustainable and healthy development of green industries. We adhered to the concept of value-oriented development and realised consistent improvement in our development quality. We strengthened the asset-liability management and further promoted the synergy between assets and liabilities. The Company continuously consolidated the development foundation, took active measures to increase the volume of value- oriented business while enhancing the profitability of scale business. The Company's gross written premiums exceeded RMB560 billion, maintaining a leading position in the market, and the growth of value of one year's sales was substantially higher than that of its peers, representing the coordinated growth of business value and scale. By sticking to the protection role of insurance, the Company further optimized its business structure, with its long-term regular premiums growing over 40% year on year, and the percentage of premiums from designated protection-oriented products in the first- year regular premiums rising by 8.6 percentage points year on year. The Company allocated to yield seeking assets with long duration while grasping the short-term opportunities of the market, the gross investment income registered RMB169,043 million, representing a significant increase year on year, and the gross investment yield was 5.24%. The comprehensive investment yield² was 7.28%, representing an increase of 418 BPs from 2018. Besides, the total number of the Company's sales force amounted to 1.848 million, and the size of the sales force was expanded with improved quality. The monthly average productive agents increased by 34.9% year on year. Both the quality and size of the Company's sales force improved against the downward trend, and a new-type sales team was established. We continued to deepen technological empowerment, which comprehensively enhanced our sales and services. The Company kicked off the three-year action plan for the "Technology-driven China Life" initiative, actively applying technologies, such as AI, Big Data and Internet of Things, to empower the whole insurance value chain, pushed forward the upgrade of customer-oriented sales model, and stepped up efforts in providing one-stop integrated financial and insurance services for customers. The Company improved the whole chain of services, accelerated the building of the "One Customer, One China Life" platform, further transformed and upgraded its operations and services by promoting integrated, intelligent and ecological operations and services, and built up an "Insurance Plus" ecosystem. The Company further improved the customer experience and introduced intelligent underwriting and intelligent customer service systems. The paperless policy application rate for individual customers reached 97.8%, and the number of claims settled automatically in the whole process exceeded 10 million. The Company's service efficiency was increased significantly with the digitalized service supply system being further optimized. 2 Comprehensive investment yield = (Gross investment income - Interest paid for securities sold under agreements to repurchase + Current net fair value changes of available-for-sale securities recognised in other comprehensive income)/((Investment assets at the end of the previous year - Securities sold under agreements to repurchase at the end of the previous year - Derivative financial liabilities at the end of the previous year + Investment assets at the end of the period - Securities sold under agreements to repurchase at the end of the period - Derivative financial liabilities at the end of the period)/2) China Life Insurance Company Limited 2019 Annual Report Chairman's Statement • 13 We continued to reform and innovate, which boosted vigorous driving forces for our development. The Company steadily carried out the "Dingxin Project", upheld the concept of a "strong headquarters, streamlined provincial branches, optimized city branches and invigorated field offices", and a development system of "Yi Ti Duo Yuan" was initially formed, featuring a strengthened individual agent channel with an emphasis on its core role of value creation in coordination with the development of group insurance, bancassurance and health insurance. By focusing on the value chain, the Company reconstructed a market-oriented and professional investment management system. It sped up the integration of front, middle and back offices and initially built an integrated intelligent operational system and a precise financial resource allocation system. It also optimized and improved the assessment and evaluation of management personnel, adopting market-oriented mechanism in talent selection and recruitment. Keeping in step with the national and regional development strategies, the Company vigorously pushed forward business revitalization in key cities, and built the new organizations, new mechanisms, new teams and new systems to cater to the urban market. The Company also implemented the "Gorgeous Counties, Happy Villages" project to consolidate its competitive strengths in rural markets of strategic importance, and generated more sources of growth from the grassroots branches of the Company. Principles We continued to strengthen our capability in risk control and prevention, and firmly held onto the bottom line of risks. The Company constantly improved the top-level design for risk management and control, After the outbreak of COVID-19 in early 2020, the Company took immediate actions in providing insurance protection, donating epidemic prevention supplies, and offering health-related insurance services, etc. The Company expanded the scope of insurance coverage of its current products, upgraded claims settlement services, and improved online services. It provided complimentary insurance protection for over 2.48 million people fighting on the front line of the epidemic. While serving the national battle against the outbreak, the Company leveraged on the achievements of "Technology-driven China Life" to enrich a variety of insurance products sold online, innovate online sales team management model, conduct sales online, and strengthen remote service capabilities, so as to secure the sales force management and business operation in an orderly manner, and provide comprehensive protection for the customers' rights. 14 China Life Insurance Company Limited 2019 Annual Report Chairman's Statement Looking ahead, we firmly believe that the Chinese economy will maintain its long-term sound development and its high-quality growth fundamentals remain unchanged, and that the domestic insurance industry is still at an important stage full of strategic opportunities. In 2020, we will continue to pursue high-quality development, stick to value creation during the whole process of the Company's reform and development, and make concrete progress with "China Life Revitalization". We will vigorously push forward the market-oriented reforms, accelerate the implementation of the "Dingxin Project", speed up the digitalization process in business operation, enhance the application of digital technologies in sales, services and management, and strengthen the application of technological empowerment in sales, services and business operation. We will speed up the integration of service platforms, and shape the Company's operation and services to be more integrated, intelligent and ecological. We will also strengthen risk management and control, strive to prevent major risks, enhance asset-liability management, implement "Environmental, Social and Governance (ESG)" concept, and advance our corporate governance. "Many a little makes a mickle." The Company will continue to uphold its original aspiration of "Protecting People's Good Life", revitalize China Life, forge ahead with the reform initiatives, and strive to create value for our shareholders, customers and society, making unremitting efforts to promote the high-quality development of the Chinese insurance industry, build a moderately prosperous society in all respects, and realise the first centenary goal of the country. By Order of the Board Beijing, China 25 March 2020 • China Life Insurance Company Limited 2019 Annual Report Chairman's Statement 15 CHINA LIFE REVITALIZATION improved the risk management system and the risk preference transmission mechanism, completed a closed loop of risk management and control covering all links of its value chain and all aspects of operation and management, and established a comprehensive risk control model with full staff participation and whole process management. The Company carried out in- depth risk inspections, comprehensively prevented and controlled key risks, strengthened the technology empowerment in risk management and control, continued to build the intelligent risk control system, and achieved more accurate prevention and control of fraud risks and money laundering risks. incentive and talent development Insurance benefits and 8,098 An increase in policy loans and certificates of deposit The needs for liquidity management 4.9% 35.2% 450,251 608,920 Loans 50,809 Investment properties 53,306 agreements to resell The needs for liquidity management -54.9% 9,905 4,467 Securities purchased under An increase in the fair value of stocks in securities at fair value through profit or loss Cash and cash equivalents 12,141 9,747 24.6% Investment contracts The accumulation of insurance liabilities from new policies and renewals 15.2% 2,216,031 2,552,736 Insurance contracts Affected by an increase in the fair value of available-for-sale securities -89.8% 1,257 128 Deferred tax assets An increase in investments in associates and joint ventures 10.6% 201,661 1.2% Investments in associates and joint ventures New investments in investment properties An increase in the allocation of stocks in available-for-sale securities through profit or loss 2.1% 138,717 31 December As at As at Major Items of the Consolidated Statement RMB million MAJOR ITEMS OF THE CONSOLIDATED FINANCIAL STATEMENTS AND THE REASONS FOR CHANGE 9 China Life Insurance Company Limited 2019 Annual Report •Prelude Gross investment yield = (Gross investment income - Interest paid for securities sold under agreements to repurchase)/((Investment assets at the end of the previous year - Securities sold under agreements to repurchase at the end of the previous year - Derivative financial liabilities at the end of the previous year + Investment assets at the end of the period - Securities sold under agreements to repurchase at the end of the period – Derivative financial liabilities at the end of the period)/2) In calculating the percentage change of the "Earnings per share (basic and diluted)", "Equity holders' equity per share", "Ordinary share holders' equity per share" and "Net cash inflow/(outflow) from operating activities per share", the tail differences of the basic figures have been taken into account. Ratio of assets and liabilities = Total liabilities/Total assets Investment assets = Cash and cash equivalents + Securities at fair value through profit or loss + Available-for-sale securities + Held-to-maturity securities + Term deposits + Derivative Financial Assets + Securities purchased under agreements to resell + Loans + Statutory deposits-restricted + Investment properties + Investments in associates and joint ventures 5. 4. 3. 2. 1. Net profit refers to net profit attributable to equity holders of the Company, while equity holders' equity refers to equity attributable to equity holders of the Company. Notes: 31 December 267,804 of Financial Position 2018 141,608 Securities at fair value 21.6% 870,533 1,058,957 Available-for-sale securities Due to the maturity of term deposits An increase in the allocation of government bonds 15.1% 806,717 928,751 Held-to-maturity securities -4.3% 559,341 535,260 Term deposits Main Reasons for Change Change 2019 255,434 222,983 An increase in the scale of universal insurance accounts business 0.7% 4.8% 14,984 Accident insurance 24.0% 80,279 Investment income 99,575 2.0% 436,863 445,719 Life insurance business 5.3% 532,023 560,278 Health insurance business 139,919 125,167 11.8% 8,195 Other income ventures associates and joint 3.4% 7,745 8,011 Share of net profit of N/A (18,278) 19,251 Net fair value gains through profit or loss financial assets N/A (19,591) 1,831 Net realised gains on Net premiums earned Main Reasons for Change 14,881 2018 Bonds payable other borrowings Note -0.5% 20,150 20,045 Interest-bearing loans and balances payable 3.1% 49,465 51,019 Annuity and other insurance agreements to repurchase The needs for liquidity management -38.5% Change 118,088 Securities sold under 34,990 Deferred tax liabilities. 192,141 N/A 10,330 2019 Consolidated Statement Major Items of the For the year ended 31 December China Life Insurance Company Limited 2019 Annual Report • Prelude 10 Note: Interest-bearing loans and other borrowings include a three-year bank loan of EUR67 million with a maturity date on 18 January 2021, a five-year bank loan of GBP275 million with a maturity date on 25 June 2024, a five-year bank loan of USD860 million with a maturity date on 16 September 2024, and a six-month bank loan of EUR127 million with a maturity date on 11 January 2020 which is automatically renewed upon maturity pursuant to the terms of the agreement. All the above are fixed rate loans. A five-year bank loan of USD970 million with a maturity date on 27 September 2024, a three-year loan of EUR400 million with a maturity date on 6 December 2020, and a one-year bank loan of USD18 million with a maturity date on 6 November 2020, which are floating rate loans. of Comprehensive Income Due to the combined impact of total comprehensive income and profit 26.8% 318,371 403,764 Equity holders' equity Affected by an increase in the fair value of available-for-sale securities N/A distribution during the Reporting Period Issuance of capital supplemental bonds during the Reporting Period 180 6,153 RMB million RMB million 31 December 2018 2019 31 December After one year but within five years As at Total Within one year Contractual maturity schedule: - 500 As at 5,833 As at 31 December 2019, the net book value of investment properties which were in process to obtain title certificates was RMB5,809 million (as at 31 December 2018: RMB3,407 million). 6,333 10.4 Statutory deposits – restricted Adjustment (i) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 8 INVESTMENT PROPERTIES (continued) The Company leases part of its investment properties to its subsidiaries and charges rentals based on the areas occupied by the respective entities. These properties are categorised as property, plant and equipment of the Group in the consolidated statement of financial position. 6,333 The Group has no restrictions on the use of its investment properties and no contractual obligations to each investment property purchased, constructed or developed or for repairs, maintenance and enhancements. The Group uses the market comparison approach as its primary method to estimate the fair value of its investment properties. Under the market comparison approach, the estimated fair value of a property is based on the average sale price of comparable properties recently sold, with consideration of the comprehensive adjustment coefficient, which is composed of a number of adjusting factors, including the time and the conditions of sale, the geographical location, age, decoration, floor area, lot size of the property and other factors. Under the market comparison approach, an increase (decrease) in the comprehensive adjustment coefficient will result in an increase (decrease) in the fair value of investment properties. 9 INVESTMENTS IN ASSOCIATES AND JOINT VENTURES As at 31 December 2018/31 December 2017 198 China Life Insurance Company Limited 2019 Annual Report • Financial Report Insurance companies in China are required to deposit an amount that equals 20% of their registered capital with banks in compliance with regulations of the CBIRC. These funds may not be used for any purpose other than for paying off debts during liquidation proceedings. The fair value of investment properties of the Group as at 31 December 2019 amounted to RMB14,870 million (as at 31 December 2018: RMB12,449 million), which was estimated by the Group having regards to valuations performed by independent appraisers. The investment properties were classified as Level 3 in the fair value hierarchy. On 6 December 2017, New Fortune Wisdom Limited and New Capital Wisdom Limited, subsidiaries of Ningbo Meishan Bonded Port Area Guo Yang Guo Sheng Investment Partnership (Limited Partnership) ("Guo Yang Guo Sheng"), a subsidiary of the Company, entered into a loan agreement with a subsidiary of Agricultural Bank of China. Guo Yang Guo Sheng arranged deposits with Beijing Xicheng branch of the Agricultural Bank of China to back these loans. As at 31 December 2019, the amounts of such term deposits and current deposits were RMB2,000 million (as at 31 December 2018: same) and RMB1,069 million (as at 31 December 2018: RMB1,274 million), respectively. As at 1 January As at 31 December 2019, the Group's term deposits of RMB3,491 million (as at 31 December 2018: RMB16,691 million) were deposited in banks to back overseas borrowings and are restricted to use. CGB Associates Name Percentage of equity interest held Place of incorporation As at 31 December 2018, the major associates and joint ventures of the Group are as follows: 75.00% The British Virgin Islands 66.67% The British Cayman Islands 10.29% PRC 43.86% PRC 35.00% PRC 40.00% PRC 29.59% Sino-Ocean CLP&C COFCO Futures Pipeline Company 192 China Life Insurance Company Limited⚫ 2019 Annual Report • Financial Report 75.00% The British Virgin Islands 66.67% The British Cayman Islands 10.29% PRC 43.86% PRC Hong Kong, PRC 35.00% 40.00% PRC 29.59% Hong Kong, PRC 43.686% PRC MCL Joint ventures Joy City China Unicom PRC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 43.686% Percentage of equity interest held For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 190 China Life Insurance Company Limited 2019 Annual Report • Financial Report (2,510) 222,983 (1,500) 1,189 (3,227) 9,159 18,590 198,772 (2,889) 201,661 190,678 Total 52,278 149 (840) 18 9 INVESTMENTS IN ASSOCIATES AND JOINT VENTURES (continued) (i) On 1 January 2019, CGB began to adopt IFRS 9. The cumulative effect of initial adoption of IFRS 9 was adjusted to its equity as at 1 January 2019. Accordingly, the impact was adjusted by the Group based on its percentage of holding. As at 1 January 2019, The Group's retained earnings were decreased by RMB2,857 million and reserves were increased by RMB16 million. The Group's equity as at 1 January 2019 was decreased by RMB2,841 million in total. On 1 January 2019, China Unicom began to adopt IFRS 16. The cumulative effect of initial adoption of IFRS 16 was adjusted to its equity as at 1 January 2019. Accordingly, the impact was adjusted by the Group based on its percentage of holding. The Group's retained earnings as at 1 January 2019 were decreased by RMB48 million. (ii) The 2018 final dividend of RMB0.033 in cash per ordinary share was approved and declared in the Annual General Meeting of CGB on 16 August 2019. The Company received a cash dividend of RMB284 million. Place of incorporation Joint ventures Joy City MCL China Unicom Pipeline Company COFCO Futures CLP&C Sino-Ocean CGB Associates PRC Name 9 INVESTMENTS IN ASSOCIATES AND JOINT VENTURES (continued) For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) China Life Insurance Company Limited ⚫ 2019 Annual Report Financial Report 191 (vi) Except for the non-publicly issued stock of China Unicom having a 36-month period restricted for sale, there is no significant restriction for the Group to dispose of its other associates and joint ventures. (v) The Group invested in real estate, industrial logistics assets and other industries through these enterprises. (iv) The 2018 final dividend of RMB0.0533 in cash per ordinary share was approved and declared in the Annual General Meeting of China Unicom on 8 May 2019. The Company received a cash dividend of RMB170 million. As at 31 December 2019, China Unicom's share price is RMB5.89 per share. Sino-Ocean, the Group's associate is listed in Hong Kong. On 31 December 2019, the stock price of Sino-Ocean was HKD3.13 per share. As at 31 December 2018, the cumulative impairment loss of RMB1.01 billion for the investment in Sino-Ocean had been recognised by the Group. The Group performed an impairment test to this investment on 31 December 2019. An impairment loss of RMB1.50 billion was recognised for this investment valued using the discounted future cash flow method for the year ended 31 December 2019. In the valuation, the Group separated the development property and investment property by considering the different future cash flow features. The discount rates applied in the valuation were 10% and 8% for development property and investment property, respectively. (iii) The 2018 final dividend of HKD0.073 in cash per ordinary share was approved and declared in the Annual General Meeting of Sino-Ocean on 16 May 2019. The Company received a cash dividend equivalent to RMB145 million. The 2019 interim dividend of HKD0.110 in cash per ordinary share was approved and declared by the board of directors of Sino- Ocean on 21 August 2019. The Company received a cash dividend equivalent to RMB224 million. As at 31 December 2019, the major associates and joint ventures of the Group are as follows: For the year ended 31 December 2019 9 INVESTMENTS IN ASSOCIATES AND JOINT VENTURES (continued) The following table illustrates the financial information of the Group's major associates and joint ventures as at 31 December 2019 and for the year ended 31 December 2019: 6,853 8,774 160,781 35,999 2,872 23,330 43,700 164,985 adjustments the associates and joint ventures after Total equity attributable to equity holders of (3,908) (1,339) 17,454 449 (6,209) 412 Total adjustments (i) 10,761 Proportion of the Group's ownership 43.686% 29.59% 40.00% 9,332 11,387 75,180 Net carrying value of the investments (2,510) Impairment 5,140 5,849 22,068 10,113 21,433 9,332 13,897 75,180 Gross carrying value of the investments 75.00% 66.67% 10.29% 43.86% 35.00% 1,550 143,327 35,550 2,872 10,281 564,231 36,327 12,671 91,167 243,700 2,632,798 Total assets RMB million 24,381 RMB million RMB million RMB million RMB million RMB million RMB million MCL Joy City China Unicom Pipeline Company COFCO Futures CLP&C Sino-Ocean CGB RMB million 13,024 Total liabilities 178,088 23,330 49,909 164,573 the associates and joint ventures Total equity attributable to equity holders of 10,761 10,113 323,496 35,550 2,423,234 2,879 65,612 209,564 Total equity 13,620 168 240,735 777 In September 2016, CL Hotel Investor, L.P. and Glorious Fortune Forever Limited, subsidiaries of the Company, entered into a loan agreement with the New York and Seoul branches of Agricultural Bank of China, respectively. In December 2016, Sunny Bamboo Limited and Golden Bamboo Limited, subsidiaries of the Company, entered into a loan agreement with the Hong Kong branch of Agricultural Bank of China. The Company arranged deposits with Beijing Xicheng branch of Agricultural Bank of China to back these loans. As at 31 December 2019, the amounts of such term deposits were RMB361 million, RMB380 million and RMB750 million, respectively (as at 31 December 2018: RMB6,861 million, RMB7,080 million and RMB750 million). 67,837 23,330 39,927 39,927 55,858 Equity Method ("Sino-Ocean") (iii) Holding Limited Sino-Ocean Group 43.686% 75,180 276 (284) 5,374 69,814 (2,841) 72,655 45,176 Co., Ltd. ("CGB") (ii) Equity Method China Guangfa Bank Associates impairment interest 2019 11,245 12,812 12,812 545 COFCO Futures 40.00% 9,332 20 520 849 7,963 7,963 6,000 amount of Equity Method Company Limited Casualty Insurance China Life Property & (2,510) 29.59% 11,387 (1,500) (101) (369) ("CLP&C") As at Percentage Accumulated of equity Provision of 31 December impairment movements 1,118 1,189 (2,903) (3,227) 7,745 9,159 34,229 18,590 161,472 (1,500) 198,772 201,661 (2,889) 2018 RMB million RMB million 2019 As at 31 December Other equity movements Impairment Declared dividends Share of profit or loss Change of the cost 161,472 Company Limited 222,983 China Life Insurance Company Limited ⚫ 2019 Annual Report Financial Report 189 dividends profit or loss the cost 2019 2018 Adjustment (i) Cost equity Declared Share of 201,661 Change of 31 December Accounting method Other As at As at Movement 9 INVESTMENTS IN ASSOCIATES AND JOINT VENTURES (continued) For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 1 January 1,550 ("COFCO Futures") 5 661 (162) 224 24 3877 5,787 3877 5,787 6,281 Equity Method ("Joy City") Property Fund LP. Joy City Commercial Joint ventures (2,510) 170,705 (1,500) 1,040 (2,387) 5,849 66.67% Mapleleaf Century Limited ("MCL") Subtotal 41,289 171 (678) 390 13,007 28,399 28,399 41,921 9,141 Equity Method 75.00% 5,140 (22) (596) 17 5,741 5,741 7,656 Equity Method Others (v) 5,566 (2,889) 158,845 161,734 China United Network 43.86% 21,433 4 (1,104) 1,146 21,387 21,387 20,000 Communications Limited ("Pipeline Company") Equity Method East China Gas Sinopec Sichuan to 35.00% 1,550 1.50 49 1,501 1,501 1,339 Pipeline Co., Ltd. Equity Method ("China Unicom") (iv) 21,829 134,820 Subtotal 29,755 400 (460) 725 5,566 23,524 23,524 Equity Method 29,231 Others (v) 10.29% 22,068 (59) (170) 453 21,844 (48) 21,892 Equity Method 21,433 9,792 5,849 22,068 209,302 10,965 206,793 198,879 7,914 276,484 204,029 72,455 415,013 357,058 57,955 191,009 175,622 15,387 228,198 212,449 15,749 Total 118,571 118,571 155,783 155,783 31 December 31 December As at As at 196 China Life Insurance Company Limited 2019 Annual Report • Financial Report Total After ten years After five years but within ten years After one year but within five years Subordinated bonds/debts Within one year Contractual maturity schedule - Debt securities 843,543 744,736 98,807 968,575 886,957 81,618 Maturing: 2019 Corporate bonds Government bonds 157 109,597 209,123 806,717 928,751 147,079 112,702 212,709 198,322 266,986 401,799 179,943 215,928 RMB million RMB million 31 December 2018 2019 31 December As at 130 62 20 719,409 Total RMB million 31 December 2018 Level 2 RMB million RMB million RMB million RMB million RMB million Level 1 Total 31 December 2019 Level 2 Level 1 Debt securities - fair value hierarchy Government agency bonds As at 10.1 Held-to-maturity securities (continued) 10 FINANCIAL ASSETS (continued) For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) China Life Insurance Company Limited ⚫ 2019 Annual Report Financial Report 195 As at 31 December 2019, an accumulated impairment loss of RMB17 million (2018: RMB42 million) for the investment of held-to-maturity securities has been recognised by the Group. 806,717 928,751 696,970 As at 2018 RMB million RMB million NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) China Life Insurance Company Limited ⚫ 2019 Annual Report Financial Report 197 450,251 608,920 (2,718) 450,251 611,638 44,313 38,690 99,501 129,596 138,939 229,415 167,498 213,937 2018 RMB million 31 December As at RMB million For the year ended 31 December 2019 10 FINANCIAL ASSETS (continued) 10.3 Term deposits Maturing: 559,341 535,260 77,400 8,030 323,021 420,191 158,920 107,039 RMB million 2019 RMB million 2019 31 December 31 December As at As at Total After five years but within ten years After one year but within five years Within one year 2018 31 December As at 450,251 Maturing: Net value Impairment Total Other loans Policy loans (i) 10.2 Loans 10 FINANCIAL ASSETS (continued) For the year ended 31 December 2019 Within one year NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 928,751 372,884 534,659 279,086 241,372 137,840 128,266 16,907 24,454 806,717 As at After one year but within five years After ten years 608,920 (2,718) 450,251 611,638 308,086 436,766 142,165 174,872 RMB million After five years but within ten years RMB million 2019 31 December As at As at As at 31 December 2019, maturities of policy loans were within 6 months (as at 31 December 2018: same). (i) Net value Impairment Total 31 December 2018 (i) Unlisted debt securities include those traded on the Chinese interbank market. 220,267 Unlisted (i) 63,654 186,224 2,214,781 Total liabilities 22,266 10,243 541,762 36,467 8,986 83,561 249,362 2,373,291 Total assets MCL RMB million RMB million RMB million RMB million RMB million RMB million 6,246 1,043 224,822 265 10,369 9,978 140,144 35,424 2,732 19,907 48,385 158,510 associates and joint ventures RMB million Total equity attributable to equity holders of the 9,978 316,940 35,424 2,740 19,907 63,138 158,510 Total equity 11,897 10,369 RMB million Joy City China Unicom Other comprehensive income 348 287 11,264 2,635 153 2,123 4,166 12,581 643 Net profit/(loss) 306 291,435 5,008 793 69,498 56,704 76,312 Total revenues 5,140 795 Total adjustments (i) 152 1 Pipeline Company COFCO Futures CLP&C Sino-Ocean CGB The following table illustrates the financial information of the Group's major associates and joint ventures as at 31 December 2018 and for the year ended 31 December 2018: 9 INVESTMENTS IN ASSOCIATES AND JOINT VENTURES (continued) For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 1,310 China Life Insurance Company Limited ⚫ 2019 Annual Report Financial Report 193 287 10,763 2,635 154 3,433 4,318 13,224 Total (501) 348 933 Total comprehensive income 470 Total comprehensive income (245) 1 (503) (1,518) 4,160 Other comprehensive income 609 438 14,867 9,301 98 121 4,666 10,707 Net profit/(loss) 458 457 290,877 4,746 2,545 643 3,148 99 (4,938) Listed in Hong Kong, PRC Listed overseas Listed in Mainland, PRC Debt securities Total Subordinated bonds/debts Corporate bonds Government agency bonds Government bonds (382) Debt securities 10 FINANCIAL ASSETS For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) The Group had no contingent liabilities with the associates and joint ventures as at 31 December 2019 and 31 December 2018. The Group had a capital contribution commitment of RMB24,430 million with joint ventures as at 31 December 2019 (as at 31 December 2018: RMB20,768 million). The capital contribution commitment amount has been included in the capital commitments in Note 41. (i) Including adjustments for the difference of accounting policies, fair value and others. 609 438 9,056 2,545 10.1 Held-to-maturity securities 65,564 194 China Life Insurance Company Limited ⚫ 2019 Annual Report ⚫ Financial Report 59,279 10.29% 43.86% 35.00% 40.00% 29.59% 43.686% Proportion of the Group's ownership 7,655 8,681 66.67% 158,070 2,732 43,447 159,443 associates and joint ventures after adjustments Total equity attributable to equity holders of the (2,714) (1,297) 48,821 17,926 35,894 75.00% 19,907 72,655 5,741 Total revenues Gross carrying value of the investments 5,787 21,892 21,387 7,963 12,812 72,655 Net carrying value of the investments 1,501 Impairment 5,741 5,787 13,822 21,892 21,387 1,501 (1,010) 7,963 102,190 95,428 55,066 1,458 Unlisted debt securities include those traded on the Chinese interbank market and those not publicly traded. Unlisted equity securities include those not traded on stock exchanges, which are mainly open-ended funds with public market price quotation, wealth management products and private equity funds. 216,525 299,987 549,166 373,943 152,293 870,533 1,058,957 162 496,590 2019 442,657 Unlisted Subtotal Debt securities Contractual maturity schedule Total As at As at 509,791 31 December 2018 RMB million RMB million 46,505 53,933 463,286 31 December Maturing: 496,590 After one year but within five years Debt securities Listed overseas RMB million RMB million 31 December 2018 31 December 2019 As at As at 10.6 Securities at fair value through profit or loss 10 FINANCIAL ASSETS (continued) For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 509,791 99,647 102,185 214,826 226,421 After five years but within ten years After ten years Total 200 China Life Insurance Company Limited 2019 Annual Report Financial Report As at 31 December Within one year 2019 RMB million RMB million 26,075 11,511 155,110 170,606 As at 31 December 2018 Listed in Hong Kong, PRC Others (i) Equity securities 28,440 23,758 RMB million RMB million 31 December 2018 31 December 2019 As at As at Total Equity securities Available-for-sale securities, at cost Subtotal Others (i) Wealth management products Preferred stocks Common stocks Funds Government bonds NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 10 FINANCIAL ASSETS (continued) 10.5 Available-for-sale securities Available-for-sale securities, at fair value 171,189 Debt securities Government agency bonds Corporate bonds Subordinated bonds/debts Others (i) Subtotal Equity securities Government bonds Listed in Mainland, PRC 180,273 185,720 Subtotal Unlisted Listed in Mainland, PRC Debt securities 10.5 Available-for-sale securities (continued) 10 FINANCIAL ASSETS (continued) For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) China Life Insurance Company Limited ⚫ 2019 Annual Report Financial Report 199 (i) Other available-for-sale securities mainly include unlisted equity investments, private equity funds, trust schemes and perpetual bonds. 870,533 20,636 20,636 1,058,957 353,307 528,530 53,479 98,904 53,922 21,514 112,467 80,643 509,791 496,590 148,455 102,349 236,323 143,469 58,314 32,707 32,640 31,348 92,304 Government agency bonds 13 REINSURANCE ASSETS Others 15 INSURANCE CONTRACTS For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 204 China Life Insurance Company Limited ⚫2019 Annual Report • Financial Report (i) The Group's right-of-use assets include the above land use rights and right-of-use assets disclosed in Note 7. 33,437 34,029 9,904 9,854 23,533 24,175 33,437 34,029 7,986 (a) Process used to decide on assumptions 6,992 757 504 847 8,885 2,665 3,269 3,377 5,615 4,162 5,946 7,906 7,830 RMB million RMB million 725 2018 (i) For the insurance contracts of which future insurance benefits are affected by investment yields of the corresponding investment portfolios, the discount rate assumption is based on expected investment returns of the asset portfolio backing these liabilities, considering the impacts of time value on reserves. As at 31 December 2019 As at 31 December 2018 (v) The Group applied a consistent method to determine risk margin. The Group considers risk margin for discount rate, mortality and morbidity and expense assumptions to compensate for the uncertain amount and timing of future cash flows. When determining risk margin, the Group considers historical experience, future expectations and other factors. The Group determines the risk margin level by itself as the regulations have not imposed any specific requirement on it. (iv) The lapse rates and other assumptions are affected by certain factors, such as future macro-economy, availability of financial substitutions, and market competition, which bring uncertainty to these assumptions. The lapse rates and other assumptions are determined with reference to creditable past experience, current conditions, future expectations and other information. 0.90% 0.90% 25.00 % of Premium RMB Per Policy 25.00 % of Premium 0.85% 0.90% 0.85% 0.90% 45.00 45.00 As at 31 December 2018 As at 31 December 2019 RMB Per Policy Group Life Individual Life In developing discount rate assumptions, the Group considers investment experience, the current investment portfolio and trend of the relevant yield curves. The assumed discount rates reflect the future economic outlook as well as the Group's investment strategy. The assumed discount rates with risk margin are as follows: (iii) Expense assumptions are based on expected unit costs with the consideration of previous expense studies and future trends. Expense assumptions are affected by certain factors such as future inflation and market competition which bring uncertainty to these assumptions. The Group determines expense assumptions based on information obtained at the end of each reporting period and risk margin. Components of expense assumptions include the cost per policy and percentage of premium as follows: 15 INSURANCE CONTRACTS (continued) For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) China Life Insurance Company Limited • 2019 Annual Report Financial Report 205 Risk margin is considered in the Group's mortality and morbidity assumptions. The Group bases its morbidity assumptions for critical illness products on analysis of historical experience and expectations of future developments. There are two main sources of uncertainty. Firstly, wide-ranging lifestyle changes could result in future deterioration in morbidity experience. Secondly, future development of medical technologies and improved coverage of medical facilities available to policyholders may bring forward the timing of diagnosing critical illness, which demands earlier payment of the critical illness benefits. Both could ultimately result in an inadequate reserving of liability if current morbidity assumptions do not properly reflect such trends. The Group bases its mortality assumptions on China Life Insurance Mortality Table (2000-2003), adjusted where appropriate to reflect the Group's recent historical mortality experience. The main source of uncertainty with life insurance contracts is that epidemics and wide-ranging lifestyle changes could result in deterioration in future mortality experience, thus leading to an inadequate reserving of liability. Similarly, improvements in longevity due to continuing advancements in medical care and social conditions may expose the Group to longevity risk. (ii) The mortality and morbidity assumptions are based on the Group's historical mortality and morbidity experience. The assumed mortality rates and morbidity rates vary with the age of the insured and contract type. There is uncertainty on the discount rate assumption, which is affected by factors such as future macro-economy, monetary and foreign exchange policies, capital market and availability of investment channels of insurance funds. The Group determines the discount rate assumption based on the information obtained at the end of each reporting period including consideration of risk margin. 3.52% 4.83% 3.47% 4.86% Discount rate assumptions As at 31 December 2019 As at 31 December 2018 4.85% 4.85% Discount rate assumptions (a) Process used to decide on assumptions (continued) The Group adopted a consistent process to decide on assumptions for the insurance contracts disclosed in this note. On each reporting date, the Group reviews the assumptions for reasonable estimates of liability and risk margin, with consideration of all available information, and taking into account the Group's historical experience and expectation of future events. 2019 31 December Land use rights (i) 14 OTHER ASSETS Total Non-current Current Total Claims recoverable from reinsurers (Note 15) Ceded unearned premiums (Note 15) Due from reinsurance companies Long-term insurance contracts ceded (Note 15) For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) China Life Insurance Company Limited ⚫ 2019 Annual Report Financial Report 203 As at 31 December 2019, the carrying value of premiums receivable within one year was RMB17,205 million (as at 31 December 2018: RMB15,607 million). Disbursements 12 PREMIUMS RECEIVABLE (iii) Investment contracts at fair value through profit or loss have quoted prices in active markets, and therefore, their fair value was classified as Level 1. The fair value of held-to-maturity securities is determined by reference with other debt securities which are measured by fair value. Please refer to Note 4.4. (ii) The estimates and judgements to determine the fair value of financial assets are described in Note 3.2. (i) (20,150) (20,045) (20,150) (20,045) Interest-bearing loans and borrowings (192,141) (118,088) (35,551) (34,990) Bonds payable The fair value of policy loans approximated its carrying value. The fair values of other loans and investment contracts at amortised cost were determined using valuation techniques, with consideration of the present value of expected cash flows arising from contracts using a risk-adjusted discount rate, allowing for the risk-free rate available on the valuation date, credit risk and risk margin associated with the future cash flows. The fair values of other loans and investment contracts at amortised cost were classified as Level 3. 31 December Tax prepaid Investments receivable and prepaid As at As at 4,364 5,161 3,123 3,843 1,241 1,318 4,364 5,161 140 145 370 369 Automated policy loans 731 3,123 RMB million RMB million 3,839 2018 31 December 31 December 2019 As at As at Total Non-current Current Total Others Prepayments to constructors Due from related parties 808 (192,141) 206 China Life Insurance Company Limited ⚫2019 Annual Report • Financial Report For the year ended 31 December 2019 Gross RMB million RMB million 2018 2019 14,805 18,404 12,269 15,623 2,536 2,781 14,805 18,404 467 Ceded 1,667 49,727 (12,876) (14,551) (27,165) (33,244) 13,778 14,805 11,106 12,269 2,672 2,536 RMB million RMB million 2018 40,601 2019 Net Ceded Corporate bonds 11,062 (370) 11,432 12,632 (369) 13,001 As at 31 December (11,762) 527 (12,289) (11,062) 370 (11,432) Gross Release (370) 11,432 12,632 (369) 13,001 Increase 11,762 (527) 12,289 11,062 (370) 11,432 As at 1 January Net 11,062 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) The table below presents movements in unearned premium reserves: Incurred but not reported 11,432 13,001 14,805 18,404 2,189,794 2,521,331 31 December 2018 RMB million RMB million 2019 31 December As at As at - Claims and claim adjustment expenses - Unearned premiums Total, net Short-term insurance contracts 2,552,736 Long-term insurance contracts Total, ceded - Unearned premiums (Note 13) - Claims and claim adjustment expenses (Note 13) Short-term insurance contracts Long-term insurance contracts (Note 13) Recoverable from reinsurers Total, gross - Unearned premiums - Claims and claim adjustment expenses Short-term insurance contracts Long-term insurance contracts Gross (b) Net liabilities of insurance contracts 15 INSURANCE CONTRACTS (continued) Net Total as at 31 December - Gross 2,216,031 (3,123) Notified claims Total as at 31 December - Gross - Claims arising in prior years - Claims arising in current year Claims incurred - Cash paid for current year claims - Cash paid for prior year claims Cash paid for claims settled - Total as at 1 January – Gross Incurred but not reported Notified claims The table below presents movements in claims and claim adjustment expense reserve: (c) Movements in liabilities of short-term insurance contracts 15 INSURANCE CONTRACTS (continued) (3,839) For the year ended 31 December 2019 China Life Insurance Company Limited 2019 Annual Report Financial Report 207 2,212,398 11,062 12,632 2,548,383 14,665 18,259 2,186,671 2,517,492 (3,633) (4,353) (370) (369) (140) (145) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) (118,088) For the insurance contracts of which future insurance benefits are not affected by investment yields of the corresponding investment portfolios, the discount rate assumption is based on the "Yield curve of reserve computation benchmark for insurance contracts", published on the "China Bond" website with consideration of liquidity spreads, taxation and other relevant factors. The assumed spot discount rates with risk margin for the past two years are as follows: Securities sold under agreements 31 December As at 202 China Life Insurance Company Limited 2019 Annual Report Financial Report Total Non-current Current Total Others Debt securities Bank deposits 10.9 Accrued investment income Total Within 30 days Maturing: 2019 10.8 Securities purchased under agreements to resell 1,877 428 RMB million RMB million 2018 2019 31 December 31 December As at As at Forward contract Derivative financial Liabilities Forward contract Derivative financial assets Note: The derivative financial instruments of the Company above are all forward contracts to purchase equity securities. The fair value is based on active quoted price of the equity security with consideration of discounts for lack of marketability, which is classified as Level 3. 10.7 Derivative financial instruments As at 31 December 2018 RMB million Statutory deposits - restricted Term deposits Loans (iii) Held-to-maturity securities (ii) The table below presents the carrying value and estimated fair value of major financial assets and liabilities, and investment contracts: 11 FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 48,402 568 47,834 40,710 993 41,703 48,402 41,703 RMB million 5,111 23,486 25,048 19,805 12,310 RMB million RMB million 2018 31 December As at As at 31 December 2019 9,905 4,467 9,905 4,467 4,345 10 FINANCIAL ASSETS (continued) For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) Listed in Mainland, PRC to repurchase 138,717 141,608 50,714 56,402 Total Subtotal 20 Others 1,506 Wealth management products 35,241 40,281 35,804 Common stocks 16,101 Funds Equity securities 88,003 85,206 1,351 1,091 79,774 77,215 6,760 6,859 118 41 Subtotal 13,967 39,145 Listed in Hong Kong, PRC 102 China Life Insurance Company Limited 2019 Annual Report • Financial Report 201 Unlisted debt securities include those traded on the Chinese interbank market and those not publicly traded. Unlisted equity securities include those not traded on stock exchanges, which are mainly open-ended funds with public market price quotation. 138,717 141,608 Total 50,714 56,402 12,103 9,603 6,552 6,418 Subtotal Unlisted Listed overseas 97 611 31,962 108 Listed overseas 167 202 Unlisted 49,133 Available-for-sale securities, at fair value 48,548 85,206 88,003 Equity securities Listed in Mainland, PRC Listed in Hong Kong, PRC 39,770 Subtotal Securities at fair value through profit or loss Debt securities Carrying value 6,333 141,608 428 138,717 141,608 849,897 138,717 428 Securities purchased under agreements to resell 4,467 Cash and cash equivalents 53,306 Investment contracts (iii) 6,333 1,038,321 (267,804) 53,306 (260,592) 9,905 50,809 (245,803) Financial liabilities at fair value through profit or loss (3,859) Derivative financial liabilities (2,680) (1,877) (3,859) 208 China Life Insurance Company Limited 2019 Annual Report Financial Report (1,877) (2,680) Derivative financial assets 4,467 849,897 9,905 50,809 (255,434) 1,038,321 Estimated fair value (i) As at As at 31 December 2019 31 December 2018 RMB million As at 31 December 2019 RMB million As at 31 December 2018 RMB million 928,751 RMB million 559,341 6,333 806,717 535,260 6,333 535,260 458,669 559,341 623,840 450,251 608,920 843,543 968,575 As at As at Total Non-current 31 December Current Brokerage and commission payable Others Stock appreciation rights (Note 32) Tax payable Interest payable of debt instruments Agent deposits Payable to constructors 31 December Total 2019 3,479 RMB million Salary and welfare payable 1,793 1,998 1,327 3,329 5,268 2018 7,418 11,475 11,739 14,113 9,407 21,400 RMB million 11,199 Interest payable to policyholders Within 30 days 20 OTHER LIABILITIES 31 December As at As at 31 December Total After 90 days 252 2019 Maturing: Stock exchange market Interbank market 19 SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE Bonds payable are measured at amortised cost as described in Note 2.15. The fair value of bonds payable is based on the valuation results of China Central Depository & Clearing Co., Ltd. On 20 March 2019, the Company issued a bond in the national inter-bank bond market at a principal amount of RMB35 billion, and completed the issuance on 22 March 2019. The bond has a 10-year maturity and a fixed coupon rate of 4.28% per annum. The Company has a conditional right to redeem the bonds at the end of the fifth year. If the Company does not redeem the bonds at the end of the fifth year, the coupon rate per annum for the remaining 5 years will be raised to 5.28%. 35,000 Total 2018 RMB million RMB million For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) China Life Insurance Company Limited • 2019 Annual Report Financial Report 211 For debt repurchase transactions through the stock exchange, the Group is required to deposit certain exchange-traded bonds into a collateral pool with fair value converted at a standard rate pursuant to the stock exchange's regulation which should be no less than the balance of the related repurchase transaction. As at 31 December 2019, the carrying value of securities deposited in the collateral pool was RMB256,700 million (as at 31 December 2018: RMB174,323 million). The collateral is restricted from trading during the period of the repurchase transaction. As at 31 December 2019, bonds with a carrying value of RMB92,011 million (as at 31 December 2018: RMB139,784 million) were pledged as collateral for financial assets sold under agreements to repurchase resulting from repurchase transactions entered into by the Group in the interbank market. 192,141 118,088 192,141 117,928 160 192,141 118,088 66,353 54,457 125,788 63,631 Payable to the third-party holders of consolidated structured entities 748 Securities purchased under agreements to resell 674 (i) 23 NET REALISED GAINS ON FINANCIAL ASSETS For the year ended 31 December 2019, the interest income included in investment income was RMB117,115 million (2018: RMB107,391 million). All interest income was accrued using the effective interest method. 125,167 139,919 281 22,894 27,111 161 22,699 26,695 1,284 981 16,492 21,823 3,869 (ii) 3,546 Debt securities Subtotal 357 (35) (42) 399 3,714 (3,749) RMB million RMB million 2018 2019 31 December For the year ended Total Subtotal Realised gains (i) Impairment (ii) Equity securities Realised gains (i) Impairment (ii) 490 22,991 34,657 Debt securities 22 INVESTMENT INCOME NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 212 China Life Insurance Company Limited ⚫ 2019 Annual Report • Financial Report As required by the CIRC Order [2008] No. 2, "Measures for Administration of Statutory Insurance Fund", all insurance companies have to pay the statutory insurance fund contribution from 1 January 2009. The Group is subject to the statutory insurance fund contribution, (i) at 0.15% and 0.05% of premiums and accumulated policyholder deposits from life policies with guaranteed benefits and life policies without guaranteed benefits, respectively; (ii) at 0.8% and 0.15% of premiums from short-term health policies and long-term health policies, respectively; (iii) at 0.8% of premiums from accident insurance contracts, at 0.08% and 0.05% of accumulated policyholder deposits from accident investment contracts with guaranteed benefits and without guaranteed benefits, respectively. When the accumulated statutory insurance fund contributions reach 1% of total assets, no additional contribution to the statutory insurance fund is required. 21 STATUTORY INSURANCE FUND 58,426 81,114 58,426 81,114 58,426 81,114 14,133 18,632 666 - 21,373 - held-to-maturity securities - at fair value through profit or loss 38,229 RMB million 2018 RMB million 2019 31 December For the year ended For the year ended 31 December 2019 Total 22 March 2029 Loans Bank deposits - at fair value through profit or loss - available-for-sale securities Equity securities - available-for-sale securities 22 March 2019 Total Credit loans As at 31 December 2018 Deposits received As at 1 January The table below presents movements of investment contracts with DPF: Total - At fair value through profit or loss - At amortised cost Deposits withdrawn, payments on death and other benefits Investment contracts without DPF 16 INVESTMENT CONTRACTS For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) China Life Insurance Company Limited ⚫ 2019 Annual Report Financial Report 209 For the year ended 31 December 2018, the change in other assumptions was mainly caused by the change in morbidity rate assumptions of certain products, which increased insurance contract liabilities by RMB3,877 million. This change reflected the Group's most recent experience and future expectations about the morbidity rates as at the reporting date. Changes in assumptions other than morbidity rates decreased insurance contract liabilities by RMB931 million. For the year ended 31 December 2019, the change in other assumptions was mainly caused by the change in morbidity rate assumptions of certain products, which increased insurance contract liabilities by RMB4,737 million. This change reflected the Group's most recent experience and future expectations about the morbidity rates as at the reporting date. Changes in assumptions other than morbidity rates increased insurance contract liabilities by RMB2,571 million. Investment contracts with DPF at amortised cost Policy fees deducted from account balances Interest credited As at 31 December 9 10 196,296 206,137 59,129 RMB million RMB million 61,657 2018 2019 31 December (3,318) 31 December As at As at 17 INTEREST-BEARING LOANS AND BORROWINGS The release of liabilities mainly consists of release due to death or other benefits and related expenses, release of residual margin and change of reserves for claims and claim adjustment expenses. 267,804 (ii) 2,189,794 Other movements - Change in other assumptions (ii) - Change in discount rates Change in assumptions Accretion of interest Release of liabilities (i) As at 31 December Premiums The table below presents movements in the liabilities of long-term insurance contracts: (d) Movements in liabilities of long-term insurance contracts 15 INSURANCE CONTRACTS (continued) For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 4,504 (2,638) 1,866 1,831 As at 1 January 2019 2018 RMB million 2,189,794 2,521,331 (551) (480) 2,946 7,308 (6,020) (4,906) 99,618 114,234 (385,761) (282,189) 480,496 497,570 1,999,066 RMB million (i) RMB million 255,434 2018 USD LIBOR+1.00% 5,999 3.30% 16 September 2024 27 September 2024 Credit loans 2,515 6,767 3.08% 523 2.50% 18 January 2021 25 June 2024 Credit loans Credit loans 3,139 525 Total 20,045 20,150 2019 RMB million 35,000 4.28% Interest rate p.a. Maturity date 31 December As at Issue date As at 31 December 2019, all bonds payable were the bonds for capital replenishment (the "Bond") with a total carrying value of RMB34,990 million (as at 31 December 2018: nil), and the fair value of RMB35,551 million (as at 31 December 2018: nil). The fair value of the Bond was classified as level 2 in the fair value hierarchy. The following table presents the par value of the bonds payable: 18 BONDS PAYABLE For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 210 China Life Insurance Company Limited ⚫2019 Annual Report • Financial Report (ii) 3.80% when EURIBOR is negative. 2.70% when LIBOR is negative. (i) 3,126 2019 EURIBOR +3.80% (ii) 126 31 December As at As at 31 December 59,129 61,657 1,236 Maturity date 1,287 (38) 4,096 4,238 (2,959) 57,153 RMB million RMB million 59,129 (38) Interest rate 2019 2018 989 1.50% LIBOR+2.70% (i) 6,451 2.40% 6,657 2.30% 2,385 3.54% 993 1.50% 6 November 2020 11 January 2019 17 June 2019 27 September 2019 30 September 2019 11 January 2020 Guaranteed loans Guaranteed loans Guaranteed loans Guaranteed loans Guaranteed loans Credit loans Guaranteed loans RMB million RMB million 6 December 2020 (11,785) 313 (19,948) Total RMB million Others RMB million RMB million RMB million Investments Insurance (i) As at 1 January 2019 - Others to participating policyholders available-for-sale securities attributable - Portion of fair value changes on - Available-for-sale securities (Charged)/credited to net profit (Charged)/credited to other comprehensive income As at 31 December 2018 (ii) (iii) (6,737) 3,927 (5,308) 35 35 8 8 1,673 1,673 4,412 278 2,713 1,421 (4,871) 2,360 (494) As at 1 January 2018 2,638 Net deferred tax assets/(liabilities) (c) As at 31 December 2019 and 31 December 2018, the amounts of deferred tax assets and liabilities are as follows: (continued) (i) 1,985 781 342 97 (86) (ii) - 239 5,319 (6,771) (9,589) (324) (5,228) 25 According to Cai Shui [2019] No. 72, Notice on Pre-tax Deduction Policy of Commissions and Handling Charges for Insurance Companies, the commissions and handling charges incurred by insurance companies related to its operating activities, which do not exceed 18% of the total premium income of the year after deducting surrender premium, etc., are allowed to be deducted in calculating the taxable income, and the excessive part is allowed to be brought forward to the subsequent years. This notice issued above was effective from 1 January 2019 and applicable to the final settlement and payment of enterprise income tax filing for the year ended 31 December 2018. Accordingly, the Company's current income tax was deducted by RMB5, 154 million regarding to the final settlement and payment. Non-taxable income mainly includes interest income from government bonds, and dividend income from applicable equity securities, etc. Expenses not deductible for tax purposes mainly include donations and other expenses that do not meet the criteria for deduction according to the relevant tax regulations. (c) As at 31 December 2019 and 31 December 2018, the amounts of deferred tax assets and liabilities are as follows: 29 TAXATION (continued) For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 1,257 10,160 (8,903) 128 (10,330) RMB million 13,352 (23,554) RMB million As at 31 December 2018 2019 31 December As at 216 China Life Insurance Company Limited ⚫2019 Annual Report • Financial Report Net deferred tax assets Net deferred tax liabilities Deferred tax assets Deferred tax liabilities As at 31 December 2019 and 31 December 2018, deferred income tax was calculated in full on temporary differences under the liability method using the principal tax rate of 25%. The movements in net deferred income tax assets and liabilities during the period are as follows: 3,480 1,257 3,927 5,844 3,947 7,508 RMB million RMB million 2018 6,213 2019 31 December As at Net deferred tax liabilities - deferred tax liabilities to be settled within 12 months Subtotal - deferred tax liabilities to be settled after 12 months Deferred tax liabilities: As at 31 December 13,352 10,160 (19,906) 218 China Life Insurance Company Limited ⚫2019 Annual Report • Financial Report Stock appreciation rights have been awarded in units, with each unit representing the value of one H share. No shares of common stock will be issued under the stock appreciation rights plan. According to the Company's plan, all stock appreciation rights will have an exercise period of five years from the date of award and will not be exercisable before the fourth anniversary of the date of award unless specific market or other conditions have been met. On 26 February 2010, the Board of Directors of the Company extended the exercise period of all stock appreciation rights, which is also subject to government policy. The Board of Directors of the Company approved, on 5 January 2006, an award of stock appreciation rights of 4.05 million units and on 21 August 2006, another award of stock appreciation rights of 53.22 million units to eligible employees. The exercise prices of the two awards were HKD5.33 and HKD6.83, respectively, the average closing price of shares in the five trading days prior to 1 July 2005 and 1 January 2006, the dates for vesting and exercise price setting purposes of this award. Upon the exercise of stock appreciation rights, exercising recipients will receive payments in RMB, subject to any withholding tax, equal to the number of stock appreciation rights exercised times the difference between the exercise price and market price of the H shares at the time of exercise. 32 STOCK APPRECIATION RIGHTS There is no difference between the basic and diluted earnings per share. The basic and diluted earnings per share for the year ended 31 December 2019 are calculated based on the net profit for the year attributable to ordinary equity holders of the Company and the weighted average of 28,264,705,000 ordinary shares (2018: same). 31 EARNINGS PER SHARE Net profit attributable to equity holders of the Company is recognised in the financial statements of the Company to the extent of RMB53,205 million (2018: RMB6,987 million). 30 NET PROFIT ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY 1,257 (10,202) (8,903) (23,554) (1,413) (3,648) (7,490) - deferred tax assets to be recovered within 12 months Subtotal (5,308) - deferred tax assets to be recovered after 12 months (d) The analysis of net deferred tax assets and deferred tax liabilities is as follows: 4,880 participating policyholders - Portion of fair value changes on available- for-sale securities attributable to (16,260) (16,260) - Available-for-sale securities 4,880 (Charged)/credited to other comprehensive income (167) 276 (2,428) 1,985 (8,163) 2,638 (Charged)/credited to net profit - Others 88 88 29 TAXATION (continued) For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) China Life Insurance Company Limited ⚫ 2019 Annual Report Financial Report 217 Unrecognised deductible tax losses of the Group amounted to RMB1,321 million as at 31 December 2019 (as at 31 December 2018: RMB365 million). Unrecognised deductible temporary differences of the Group amounted to RMB1 million as at 31 December 2019 (as at 31 December 2018: RMB378 million). (iii) The deferred tax arising from the others category is mainly related to the temporary differences of employee salaries and welfare costs payable. The deferred tax arising from the investments category is mainly related to the temporary differences of unrealised gains/(losses) on available-for-sale securities, securities at fair value through profit or loss, and others. The deferred tax liabilities arising from the insurance category are mainly related to the change of long-term insurance contract liabilities at 31 December 2008 as a result of the first time adoption of IFRSS in 2009 and the temporary differences of short-term insurance contract liabilities and policyholder dividends payable. (ii) (i) (10,202) 2,914 (14,673) 1,557 As at 31 December 2019 Deferred tax assets: 14,949 1,257 59,795 For the year ended 31 December 2018 509,467 (4,425) 513,892 Total 330,807 Life insurance death and other benefits (716) 50,783 (611) 51,394 Accident and health claims and claim adjustment expenses Increase in insurance contract liabilities 127,877 (3,098) 331,523 250,627 (1,891) 248,736 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 214 China Life Insurance Company Limited ⚫ 2019 Annual Report • Financial Report Benefits of investment contracts are mainly the interest credited to investment contracts. 26 INVESTMENT CONTRACT BENEFITS 479,219 (3,167) 482,386 Total 189,931 (772) 190,703 40,552 (504) 41,056 Accident and health claims and claim adjustment expenses Increase in insurance contract liabilities 130,975 Life insurance death and other benefits For the year ended 31 December 2019 RMB million For the year ended 31 December 25 INSURANCE BENEFITS AND CLAIMS EXPENSES Total Derivative financial instruments Financial liabilities at fair value through profit or loss Stock appreciation rights Equity securities Debt securities 24 NET FAIR VALUE GAINS THROUGH PROFIT OR LOSS For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) China Life Insurance Company Limited ⚫ 2019 Annual Report Financial Report 213 Realised gains were generated mainly from available-for-sale securities. During the year ended 31 December 2019, the Group recognised an impairment charge of RMB888 million (2018: RMB4,542 million) of available- for-sale funds, an impairment charge of RMB1,750 million (2018: RMB3,621 million) of available-for-sale equity securities, an impairment charge of RMB1,027 million (2018: nil) of available-for-sale debt securities, an impairment charge of RMB2,718 million (2018: nil) of loans and an impairment charge of RMB4 million (2018: RMB42 million) of held-to maturity securities, for which the Group determined that objective evidence of impairment existed. 13,921 (19,591) 2019 For the year ended 31 December 2019 2018 RMB million RMB million Net Ceded Gross (1,877) (18,278) 19,251 832 188 (380) 343 (258) (18,938) 18,279 2,006 778 RMB million 27 FINANCE COSTS RMB million Interest on lease liabilities 1,985 781 6,397 (4,412) 614 167 RMB million RMB million NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 2018 For the year ended 31 December Total tax charges Deferred taxation Current taxation - Enterprise income tax (a) The amount of taxation charged to net profit represents: Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax relates to the same tax authority. 2019 For the year ended 31 December 2019 29 TAXATION (continued) (b) The reconciliation between the Group's effective tax rate and the statutory tax rate of 25% in the PRC (2018: same) is as follows: RMB million RMB million Interest expenses for securities sold under agreements to repurchase Interest expenses for interest-bearing loans and borrowings Interest expenses for bonds payable 2018 2019 For the year ended 31 December Income tax at the effective tax rate Others Tax losses utilised from previous periods Unused tax losses Expenses not deductible for tax purposes (ii) Non-taxable income (ii) Adjustment on current income tax of previous period (i) Tax computed at the statutory tax rate Profit before income tax 29 TAXATION 59 China Life Insurance Company Limited ⚫ 2019 Annual Report Financial Report 215 1,168 For the year ended 31 December For the year ended 31 December Profit before income tax is stated after charging/(crediting) the following: 28 PROFIT BEFORE INCOME TAX 4,116 106 4,255 551 589 3,565 RMB million RMB million 2,392 2018 Total 60 2019 Housing benefits Contribution to the defined contribution pension plan Employee salaries and welfare costs Depreciation and amortisation 194 67 2,638 4,379 2,531 1,061 1,189 2,905 20,125 2018 RMB million RMB million 2019 Remuneration in respect of audit services provided by auditors Foreign exchange losses/(gains) 19,268 78 83 (iv) Property leasing expenses charged by CLI 45 43 Payment of rental, project fee and other expenses to CLRE 284 Dividend from CLP&C 50 51 Rental and a service fee received from CLP&C 2,959 2,297 Payment of an asset management fee to CLI (iii) (vii) 66 (ii.d) (vii) Interest of corporate bonds received from Sino-Ocean 529 14 (v) 1,425 2,584 Dividend from Sino-Ocean (Note 9) Transactions between Sino-Ocean and the Group Capital contribution to CGB 653 Commission expenses charged by CGB Interest on deposits received from CGB Transactions between CGB and the Group 53 Payment of a business management service fee to CL Ecommerce 37 39 Property leasing income received from CLI Dividend from CGB (Note 9) 16 Transactions with CLIC and its subsidiaries 47 Asset management fee received from CLIC 629 575 (i) (vii) Policy management fee received from CLIC RMB million RMB million (ii.a) Notes 2019 For the year ended 31 December The following table summarises significant transactions carried out by the Group with its significant related parties: (g) Transactions with significant related parties 35 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) 158 For the year ended 31 December 2019 2018 Claim and other payments received from CLP&C 89 Payment of dividends from the Company to CLIC 48 Agency fee received from CLP&C Payment of insurance premium to CLP&C 14 14 (ii.c) Asset management fee received from CLP&C 100 63 (ii.b) Asset management fee received from CL Overseas 128 122 Distribution of profits from AMC to CLIC 7,729 3,092 86 112 13,012 8,247 426 558 Distribution of profits from the consolidated structured entities to the Company Distribution of profits from the other subsidiaries to the Company other subsidiaries and the Company Transactions between other associates and joint ventures and the Company Distribution of profits from other associates and joint ventures to the Company Transactions between the consolidated structured entities/ Capital withdrawal from CL Health Transactions between the CL Health and the Company Capital withdrawal from Guo Yang Guo Sheng Transactions between the Guo Yang Guo Sheng and the Company Notes: Rental fee charged by Rui Chong Company Transactions between Rui Chong Company and the Company Transactions between Suzhou Pension Company and the Company (ii.f) Transactions between AMC HK and the Company Payment of an investment management fee to AMC HK 2018 RMB million RMB million Capital contribution to Suzhou Pension Company Notes 18 18 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 228 China Life Insurance Company Limited 2019 Annual Report Financial Report (ii.c) On 15 May 2018, CLP&C renewed an agreement for the management of insurance funds with AMC, entrusting AMC to manage and make investments for its insurance funds, effective from 1 January 2018 to 31 December 2019. The agreement was subject to an automatic one-year renewal if no objections were raised by both parties upon expiry. In accordance with the agreement, CLP&C paid AMC a fixed service fee and a variable service fee. The fixed service fee was calculated on a monthly basis and payable on an annual basis, by multiplying the average net asset value of assets of each category under management at the beginning and the end of any given month by the responding annual investment management fee rate, divided by 12. The variable service fee was payable on an annual basis, and linked to investment performance. (ii.b) In 2018, CL Overseas renewed an investment management agreement with AMC HK, effective from 1 January 2018 to 31 December 2022. In accordance with the agreement, CL Overseas entrusted AMC HK to manage and make investments for its insurance funds and paid AMC HK a basic investment management fee and an investment performance fee. The basic investment management fee was accrued by multiplying the weighted average total funds by the basic fee rate. The investment performance fee was calculated based on the difference between the total actual annual yields and predetermined net realised yield. The basic investment management fee was calculated and payable on a semi-annual basis. The investment performance fee was payable according to the total actual annual yield at the end of each year. (ii.a) In December 2018, CLIC renewed an asset management agreement with AMC, entrusting AMC to manage and make investments for its insurance funds. The agreement is effective from 1 January 2019 to 31 December 2021. In accordance with the agreement, CLIC paid AMC a basic service fee at the rate of 0.05% per annum for the management of insurance funds. The service fee was calculated on a monthly basis and payable on a seasonal basis, by multiplying the average book value of the assets under management (after deducting the funds obtained from and interests accrued for repurchase transactions, deducting the principal and interests of debt and equity investment schemes, project asset-backed schemes, customised non-standard products) at the beginning and the end of any given month by the rate of 0.05%, divided by 12. According to specific projects, debt investment schemes, equity investment plans, project asset-backed plans, and customised non-standard products are based on contractual agreed rate, without paying for extra management fee. At the end of each year, CLIC assessed the investment performance of the assets managed by AMC, compared the actual results against benchmark returns and made adjustment to the basic service fee. On 26 December 2017, the Company and CLIC renewed a renewable insurance agency agreement, effective from 1 January 2018 to 31 December 2020. The Company performs its duties of insurance agents in accordance with the agreement, but does not acquire any rights and profits or assume any obligations, losses and risks as an insurer of the non-transferable policies. The policy management fee was payable semi-annually, and is equal to the sum of (1) the number of policies in force as at the last day of the period, multiplied by RMB8.0 per policy and (2) 2.5% of the actual premiums and deposits received during the period, in respect of such policies. The policy management fee income is included in other income in the consolidated statement of comprehensive income. (i) 200 10,965 206 2,210 I 200 100 47 47 47 1,424 369 2019 The following table summarises significant transactions carried out by the Group with its significant related parties: (continued) 1,326 1,353 (ii.e) (vii) Payment of an asset management fee to AMC Transactions between AMC and the Company 2,279 2,574 Distribution of profits from AMC to the Group (Note 9) Transaction between other associates and joint ventures and the Group 593 1,003 Contribution to EAP Transactions between EAP and the Group 27 27 Distribution of profits from other associates and joint ventures For the year ended 31 December 183 Transactions between Pension Company and the Company (g) Transactions with significant related parties (continued) 35 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) China Life Insurance Company Limited 2019 Annual Report Financial Report 227 13 8 193 43 (vi) Agency fee received from Pension Company for entrusted sales of annuity funds and other businesses Marketing fee income for promotion of annuity business from Pension Company 445 45 54 54 Rental received from Pension Company 54 226 China Life Insurance Company Limited 2019 Annual Report Financial Report 100.00% Partnership) ("CL Guang De") (i) As at 31 December As at 31 December Name of related party 2018 Increase Decrease 2019 million million million million (e) Registered capital of related parties with control relationship and changes during the year CLIC RMB4,600 AMC RMB4,000 RMB4,000 China Life Pension Company Limited RMB3,400 RMB3,400 ("Pension Company") China Life (Suzhou) Pension and RMB1,991 RMB1,991 Retirement Investment Company RMB4,600 35 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 14,551 (ii) Credit risk ratings for domestic assets are provided by domestic qualified external rating agencies and credit risk ratings for overseas assets are provided by overseas qualified external rating agencies. (iii) For financial assets measured at amortised cost, carrying amount before adjusting impairment allowance is disclosed here. (iv) Mainly including government bonds and policy financial bonds. 222 China Life Insurance Company Limited ⚫2019 Annual Report • Financial Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 35 SIGNIFICANT RELATED PARTY TRANSACTIONS (a) Related parties with control relationship Information of the parent company is as follows: Name CLIC Location of registration Beijing, China Principal business Insurance services including receipt of premiums and payment of benefits in respect of the in-force life, health, accident and other types of personal insurance business, and the reinsurance business; holding or investing in domestic and overseas insurance companies or other financial insurance institutions; fund management business permitted by national laws and regulations or approved by the State Council of the People's Republic of China; and other businesses approved by insurance regulatory agencies. Relationship with the Company Immediate and ultimate holding company Nature of ownership State-owned Legal representative Wang Bin (b) Subsidiaries Refer to Note 42(d) for the basic and related information of subsidiaries. (c) Associates and joint ventures Refer to Note 9 for the basic and related information of associates and joint ventures. (d) Other related parties Significant related parties China Life Real Estate Co., Limited ("CLRE") China Life Insurance (Overseas) Company Limited ("CL Overseas") China Life Investment Holding Company Limited ("CLI") China Life Ecommerce Company Limited ("CL Ecommerce") China Life Enterprise Annuity Fund ("EAP") Relationship with the Company Under common control of CLIC Under common control of CLIC Under common control of CLIC Under common control of CLIC A pension fund jointly set up by the Company and others China Life Insurance Company Limited ⚫ 2019 Annual Report Financial Report 223 Limited ("Suzhou Pension Company") CL AMP RMB1,288 RMB1,288 For the year ended 31 December 2019 35 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) (f) Percentages of holding of related parties with control relationship and changes during the year Shareholder As at 31 December 2018 CLIC As at 31 December 2019 Amount million Percentage of holding Increase Decrease Amount Percentage of holding million million RMB19,324 68.37% million RMB19,324 68.37% Subsidiaries As at 31 December 2018 Percentage As at 31 December 2019 Amount of holding Increase million million Decrease million NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) Fair value RMB million 224 China Life Insurance Company Limited ⚫2019 Annual Report • Financial Report The Group reduced its capital contribution to CL Health by RMB200 million for the year ended 31 December 2019. As at 4 September 2019, CL Health completed the business registration modification procedure for the registered capital with the amount reduced from RMB1,730 million to RMB1,530 million. CL Wealth RMB200 Shanghai Rui Chong Investment Co., Limited RMB6,800 ("Rui Chong Company") China Life (Beijing) Health Management RMB1,730 ☐ Co., Limited ("CL Health")(i) China Life Franklin (Shenzhen) Equity USD2 RMB200 RMB6,800 RMB(200) RMB1,530 USD2 Investment Fund Management Co., Limited ("Franklin Shenzhen Company") Xi'an Shengyi Jingsheng Real Estate RMB1,131 Co., Ltd. ("Shengyi Jingsheng") Dalian Hope Building Company Ltd. ("Hope Building") RMB484 RMB1,131 RMB484 (i) (ii) The table above does not include the partnerships and the subsidiaries which were not set up or invested in Mainland China that having control relationship with the Group. These partnerships and subsidiaries do not have related information about registered capital. Amount 14,272 RMB million Other financial assets - Financial assets with contractual terms that give rise on SPPI - Financial assets with contractual terms that do not give rise on SPPI Total 1,502,203 528,377 2,169,297 Fair value changes for the year ended 31 December 2019 2018 RMB million 19,057 RMB million (16,932) Financial assets that are managed and whose performance are evaluated on a fair value basis 6,029 77,741 102,827 38,101 (i) Only including securities at fair value through profit or loss, loans (excluding policy loans), available-for-sale securities and held-to-maturity securities. 220 China Life Insurance Company Limited 2019 Annual Report Financial Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 34 DISCLOSURES ABOUT THE TEMPORARY EXEMPTION FROM IFRS 9 (continued) (b) The table below presents the credit risk exposure (ii) for aforementioned financial assets with contractual terms that give rise on SPPI: Domestic Rating not required (iv) AAA AA+ AA 95,480 (40,447) Held for trading financial assets 2,618,108 1,615,856 860,644 (i) CG Investments and CL Guang De were newly included in the consolidated financial statements of the Group for the year ended 31 December 2019. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 32 STOCK APPRECIATION RIGHTS (continued) As at 31 December 2019, there were 55.01 million units outstanding and exercisable (as at 31 December 2018: same). As at 31 December 2019, the amount of intrinsic value for the vested stock appreciation rights was RMB735 million (as at 31 December 2018: RMB477 million). The fair value of the stock appreciation rights is estimated on the date of valuation at each reporting date using lattice- based option valuation models based on expected volatility from 30% to 36%, an expected dividend yield of no higher than 3% and a risk-free interest rate ranging from 1.42% to 1.82%. The Company recognised a loss of RMB258 million in the net fair value through profit or loss in the consolidated comprehensive income representing the fair value change of the rights during the year ended 31 December 2019 (2018: fair value gain of RMB343 million). RMB735 million and RMB13 million were included in salary and staff welfare payable included under other liabilities for the units not exercised and exercised but not paid as at 31 December 2019 (as at 31 December 2018: RMB477 million and RMB13 million), respectively. There was no unrecognised compensation cost for the stock appreciation rights as at 31 December 2019 (as at 31 December 2018: nil). 33 DIVIDENDS Pursuant to the shareholders' approval at the Annual General Meeting on 30 May 2019, a final dividend of RMB0.16 (inclusive of tax) per ordinary share totalling RMB4,522 million in respect of the year ended 31 December 2018 was declared and paid in 2019. The dividend has been recorded in the consolidated financial statements for the year ended 31 December 2019. A distribution of RMB394 million (inclusive of tax) to the holders of Core Tier 2 Capital Securities was approved by management in 2019 according to the authorisation by the Board of Directors, which was delegated by the General Meeting. Pursuant to a resolution passed at the meeting of the Board of Directors on 25 March 2020, a final dividend of RMB0.73 (inclusive of tax) per ordinary share totalling approximately RMB20,633 million for the year ended 31 December 2019 was proposed for shareholders' approval at the forthcoming Annual General Meeting. The dividend has not been recorded in the consolidated financial statements for the year ended 31 December 2019. 34 DISCLOSURES ABOUT THE TEMPORARY EXEMPTION FROM IFRS 9 According to IFRS 4 Amendments, the Company made the assessment based on the Group's financial position of 31 December 2015, concluding that the carrying amount of the Group's liabilities arising from contracts within the scope of IFRS 4, which includes any deposit components or embedded derivatives unbundled from insurance contracts, was significant compared to the total carrying amount of all its liabilities. And the percentage of the total carrying amount of its liabilities connected with insurance relative to the total carrying amount of all its liabilities is greater than 90 percent. There had been no significant change in the activities of the Group since then that requires reassessment. Therefore, the Group's activities are predominantly connected with insurance, meeting the criteria to apply temporary exemption from IFRS 9. Sino-Ocean, China Unicom and certain associates of the Group, have adopted IFRS 9. CGB, an associate of the Group, has adopted IFRS 9 since 1 January 2019. According to IFRS 4 Amendments, the Group elected not to apply uniform accounting policies when using the equity method for these associates. The effects of adopting new accounting standards by CGB upon the Group's consolidated statement of financial position are disclosed in Note 9. China Life Insurance Company Limited ⚫ 2019 Annual Report Financial Report 219 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 34 DISCLOSURES ABOUT THE TEMPORARY EXEMPTION FROM IFRS 9 (continued) (a) The tables below present the fair value of the following groups of financial assets (i) under IFRS 9 as at 31 December 2019 and 31 December 2018 and fair value changes for the years ended 31 December 2019 and 31 December 2018: Fair value as at 31 December 2019 RMB million 141,608 2018 RMB million 138,717 Held for trading financial assets Financial assets that are managed and whose performance are evaluated on a fair value basis Other financial assets - Financial assets with contractual terms that give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding ("SPPI") - Financial assets with contractual terms that do not give rise on SPPI Total AA- Subtotal Overseas AAA 118 14 14 25 24 7,794 2,404 1,570,869 1,457,888 China Life Insurance Company Limited • 2019 Annual Report Financial Report 221 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 34 DISCLOSURES ABOUT THE TEMPORARY EXEMPTION FROM IFRS 9 (continued) (c) The table below presents financial assets without low credit risk for aforementioned financial assets with contractual terms that give rise on SPPI: Domestic Overseas Total Domestic Overseas Total As at 31 December 2019 Carrying amount (iii) RMB million Fair value RMB million 11,834 25 8,237 9 11,859 8,246 As at 31 December 2018 Carrying amount (iii) 135 14,248 24 493 1,755 A+ A A- BBB+ BBB- Not rated Subtotal Total Carrying amount (iii) As at As at 31 December 2019 RMB million 31 December 2018 RMB million 657,905 653,328 893,336 787,908 7,671 13,026 1,163 1,152 3,000 70 1,563,075 1,455,484 30 4,014 3,541 35 Percentage of holding 14,539 12 AMC RMB1,530 - RMB (200) 100.00% RMB1,730 CL Health indirectly indirectly 100.00% USD1,125 100.00% 100.00% USD1,125 directly directly RMB2,435 100.00% RMB2,435 directly directly 100.00% RMB1,876 100.00% China Century Core Fund Limited RMB1,876 directly China Life Insurance Company Limited ⚫ 2019 Annual Report Financial Report 225 Guo Yang Guo Sheng 100.00% indirectly indirectly USD2 100.00% USD2 Franklin Shenzhen Company Percentage of holding Amount million million directly Decrease million Percentage of holding Amount As at 31 December 2019 As at 31 December 2018 Subsidiaries (f) Percentages of holding of related parties with control relationship and changes during the year (continued) 35 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) Increase million RMB3,250 Sunny Bamboo Limited directly 100.00% RMB6,800 Rui Chong Company indirectly indirectly 100.00% - 100.00% King Phoenix Tree Limited directly RMB6,800 directly 100.00% Golden Phoenix Tree Limited indirectly indirectly 100.00% RMB200 100.00% RMB200 CL Wealth indirectly 100.00% directly 100.00% directly 100.00% RMB1,993 100.00% RMB1,993 Golden Bamboo Limited directly directly 100.00% 100.00% CL Hotel Investor, L.P. directly directly 100.00% 100.00% Glorious Fortune Forever Limited directly directly 100.00% RMB1,167 100.00% RMB1,167 New Aldgate Limited directly 99.997% RMB(100) RMB3,150 RMB533 99.98% RMB533 Wuhu Yuanxiang Tianyi Investment Partnership) directly directly Management Partnership (Limited 99.98% RMB533 99.98% 99.98% Wuhu Yuanxiang Tianfu Investment indirectly indirectly 100.00% RMB484 100.00% RMB484 Hope Building (Limited Partnership) directly RMB533 directly Management Partnership (Limited directly directly million Investment Fund Partnership (Limited 99.95% RMB10 RMB10 China Life Guangde (Tianjin) Equity directly LLC ("CG Investments") (i) 99.99% directly RMB2,859 RMB2,859 CBRE Global Investors U.S. Investments I, indirectly indirectly 100.00% RMB1,063 100.00% RMB1,063 Shengyi Jingsheng Partnership) - Bai Ning Investment Partnership 99.98% RMB1,680 RMB606 Shanghai Yuan Shu Yuan Jiu Investment indirectly indirectly 100.00% USD452 100.00% USD452 Wisdom Forever Limited Partnership indirectly 99.98% indirectly 100.00% New Fortune Wisdom Limited indirectly indirectly 100.00% 100.00% New Capital Wisdom Limited directly directly 99.997% 100.00% RMB606 99.98% Management Partnership (Limited 99.98% RMB1,680 Ningbo Meishan Bonded Port Area directly directly (Limited Partnership) 99.98% RMB4,000 99.98% RMB4,000 Shanghai Wansheng Industry Partnership Partnership) directly directly Management Partnership (Limited 99.98% RMB606 99.98% RMB606 Shanghai Yuan Shu Yuan Pin Investment Partnership) directly directly indirectly 85.03% Fortune Bamboo Limited 85.03% indirectly directly and RMB1,095 directly and 74.27% RMB2,746 74.27% RMB2,746 Pension Company directly 60.00% RMB1,680 - 60.00% RMB1,680 indirectly China Life Franklin Asset Management directly 50.00% indirectly RMB1,586 100.00% RMB200 RMB1,786 100.00% directly directly RMB1,095 CL AMP indirectly Suzhou Pension Company HKD130 50.00% HKD130 Company Limited ("AMC HK") At 31 December 2019 20,045 34,990 3,091 118,088 (91) 21,400 1,327 (91) Others 4,255 (3,072) (31,233) Foreign exchange movement 137 137 Changes arising from losing control of consolidated 198,941 structured entities (501) 2,239 2,239 Interest expense 2 106 4,147 (501) 40 PROVISIONS AND CONTINGENCIES RMB million Pending lawsuits Bonds payable 18 34,990 Derivative financial liabilities 10.7 1,877 Securities sold under agreements to repurchase 42(p) 113,189 188,932 Annuity and other insurance balances payable 51,019 49,465 The following is a summary of the significant contingent liabilities: Premiums received in advance 46,650 Other liabilities 42(q) 56,701 11,993 488 523 RMB million 31 December 2018 2019 31 December As at As at 60,898 (73,552) 20,150 34,988 Securities bearing loans and borrowings Bonds payable RMB million RMB million Lease liabilities RMB million sold under agreements to repurchase RMB million holders of consolidated payable related to structured financing entities activities Interest- interest the third-party liability- (24) (162) 197,221 (a) Pursuant to the relevant PRC laws, the Company appropriated 10% of its net profit under Chinese Accounting Standards ("CAS") to statutory reserve which amounted to RMB5,857 million for the year ended 31 December 2019 (2018: RMB1,275 million). (b) Approved at the Annual General Meeting in May 2019, the Company appropriated RMB1,275 million to the discretionary reserve fund for the year ended 31 December 2018 based on net profit under CAS (2018: RMB3,218 million). (c) Pursuant to "Financial Standards of Financial Enterprises - Implementation Guide" issued by the Ministry of Finance of the PRC on 30 March 2007, for the year ended 31 December 2019, the Company appropriated 10% of net profit under CAS which amounted to RMB5,857 million to the general reserve for future uncertain catastrophes, which cannot be used for dividend distribution or conversion to share capital increment (2018: RMB1,275 million). In addition, pursuant to the CAS, the Group appropriated RMB98 million to the general reserve of its subsidiaries attributable to the Company in the consolidated financial statements (2018: RMB117 million). Total Under related PRC law, dividends may be paid only out of distributable profits. Any distributable profits that are not distributed in a given year are retained and available for distribution in the subsequent years. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 39 NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS Changes in liabilities arising from financing activities Other liability- Other payable to China Life Insurance Company Limited • 2019 Annual Report Financial Report 233 (1,348) RMB million RMB million 20,150 192,141 9,407 252 221,950 At 1 January 2019 2,842 2,185 192,141 9,407 252 224,135 Changes from financing cash flows (242) At 31 December 2018 4,115 4,115 Interest expense At 1 January 2018 18,794 - 87,309 6,252 127 112,482 Changes from financing RMB million cash flows 104,832 3,155 (3,990) 104,724 Foreign exchange movement 629 629 727 Lease liabilities 1,381 267,804 112,593 300 231 1,942 530 1,306 578 1,133 RMB million RMB million 2018 2019 31 December As at As at 31 December Total Later than five years Later than one year but not later than five years Not later than one year 2,136 The future minimum rentals receivable under non-cancellable operating leases are as follows: China Life Insurance Company Limited ⚫ 2019 Annual Report Financial Report 235 For the year ended 31 December 2019 49,230 42(a) Property, plant and equipment RMB million 2018 2019 RMB million Notes As at 31 December 31 December As at The Group involves in certain lawsuits arising from the ordinary course of business. In order to accurately disclose the contingent liabilities for pending lawsuits, the Group analysed all pending lawsuits case by case at the end of each interim and annual reporting period. A provision will only be recognised if management determines, based on third-party legal advice, that the Group has present obligations and the settlement of which is expected to result in an outflow of the Group's resources embodying economic benefits, and the amount of such obligations could be reasonably estimated. Otherwise, the Group will disclose the pending lawsuits as contingent liabilities. As at 31 December 2019 and 2018, the Group had other contingent liabilities but disclosure of such was not practical because the amounts of liabilities could not be reliably estimated and were not material in aggregate. ASSETS As at 31 December 2019 Statement of financial position 42 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 37,888 as lessor - Property, plant and equipment Investments Contracted, but not provided for 2018 RMB million RMB million 2019 As at 31 December 31 December As at The Group had the following capital commitments relating to property development projects and investments: (a) Capital commitments 41 COMMITMENTS For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 234 China Life Insurance Company Limited ⚫2019 Annual Report • Financial Report Total - (b) Operating lease commitments – as lessee The future minimum lease payments under non-cancellable operating leases are as follows: (c) Operating lease commitments The Group adopted IFRS 16 as at the date of 1 January 2019. As a lessee, the Group measured, presented and disclosed its operating lease commitments as at 31 December 2019 based on IFRS 16 and did not restate the comparative information. Please refer to Note 2.1. 2,474 52 1,049 1,373 31 December 2018 RMB million As at 43,192 86,147 4,930 81,217 64,866 3,941 Total Later than five years Later than one year but not later than five years Not later than one year 68,807 2,216,031 255,434 85,071 Right-of-use assets 3,272 Other assets 4,364 5,161 13 Reinsurance assets 15,648 17,281 12 Premiums receivable 47,790 41,005 42(m) Accrued investment income 9,066 1,963 Deferred tax assets 42(1) Cash and cash equivalents LIABILITIES AND EQUITY Policyholder dividends payable 16 2,552,736 15 3,176,845 3,630,180 47,904 48,802 42(0) 28,687 29,081 42(n) Investment contracts Insurance contracts Liabilities Total assets Securities purchased under agreements to resell 428 10.7 927,892 42(f) Held-to-maturity securities 137,257 154,501 42(e) Investments in associates and joint ventures 43,543 63,228 42(d) Investments in subsidiaries 3,525 3,914 42(c) Investment properties 806,050 Loans 42(g) 594,913 Derivative financial assets 5,653 858,936 125,304 117,473 42(k) Securities at fair value through profit or loss 1,037,629 42(j) 42(b) Available-for-sale securities 42(i) Statutory deposits - restricted 553,428 528,754 42(h) Term deposits 445,117 5,653 34,645 7,791 756 2019 2018 RMB million RMB million Salaries and other benefits 15 For the year ended 31 December 34 230 China Life Insurance Company Limited 2019 Annual Report Financial Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 35 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) (j) Transactions with state-owned enterprises Under IAS 24 Related Party Disclosures ("IAS 24"), business transactions between state-owned enterprises controlled by the PRC government are within the scope of related party transactions. CLIC, the ultimate holding company of the Group, is a state-owned enterprise. The Group's key business is insurance and investment related and therefore the business transactions with other state-owned enterprises are primarily related to insurance and investment activities. The related party transactions with other state-owned enterprises were conducted in the ordinary course of business. Due to the complex ownership structure, the PRC government may hold indirect interests in many companies. Some of these interests may, in themselves or when combined with other indirect interests, be controlling interests which may not be known to the Group. Nevertheless, the Group believes that the following captures the material related parties and has applied IAS 24 exemption and disclosed only qualitative information. The total compensation package for the Company's key management personnel for the year ended 31 December 2019 has not yet been finalised in accordance with regulations of the relevant PRC authorities. The final compensation will be disclosed in a separate announcement when determined. The compensation of 2018 has been approved by the relevant authorities. The total compensation of 2018 was RMB34 million, including a deferred payment about RMB7 million. (i) Key management personnel compensation 18 (28) (68) (67) The resulting balances due from and to subsidiaries of the Company Amount due to AMC (381) (218) Amount due to AMC HK (9) (10) Amount due from Pension Company 30 25 Amount due to Pension Company Amount due from Rui Chong Company (35) 118 As at 31 December 2019, most of the bank deposits of the Group were with state-owned banks; the issuers of corporate bonds and subordinated bonds held by the Group were mainly state-owned enterprises. For the year ended 31 December 2019, a large portion of group insurance business of the Group was with state-owned enterprises; the majority of bancassurance commission charges were paid to state-owned banks and postal offices; and the majority of the reinsurance agreements of the Group were entered into with a state-owned reinsurance company. Amount due to CL Ecommerce 36 SHARE CAPITAL As at 31 December 2019 No. of shares 19,323,530,000 19,324 8,941,175,000 8,941 1,500,000,000 1,500 RMB million 7,441,175,000 28,264,705,000 28,265 Overseas listed shares are traded on the Stock Exchange of Hong Kong Limited and the New York Stock Exchange. China Life Insurance Company Limited • 2019 Annual Report Financial Report 231 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 7,441 As at 31 December 2019 No. of shares 28,265 RMB million 28,264,705,000 As at 31 December 2019, the Company's share capital was as follows: Owned by CLIC (i) Owned by other equity holders Including: domestic listed Total overseas listed (ii) (i) All shares owned by CLIC are domestic listed shares. (!!) As at 31 December 2018 No. of shares RMB million 28,265 28,264,705,000 Registered, authorised, issued and fully paid Ordinary shares of RMB1 each 37 OTHER EQUITY INSTRUMENTS 806 Amount due from CL Ecommerce China Life Insurance Company Limited 2019 Annual Report Financial Report 229 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 35 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) (h) Amounts due from/to significant related parties The following table summarises the balances due from and to significant related parties. The balances of the Group are all unsecured. The balance of the Group are non-interest-bearing and have no fixed repayment dates except for deposits with CGB, wealth management products and other securities of CGB, and corporate bonds issued by Sino-Ocean. These transactions constitute continuing connected transactions which are subject to reporting and announcement requirements but are exempt from independent shareholders' approval requirements under Chapter 14A of the Listing Rules. The Company has complied with the disclosure requirements in accordance with Chapter 14A of the Listing Rules. As at As at 31 December 2019 2018 RMB million RMB million The resulting balances due from and to significant related parties of the Group Amount due from CLIC 31 December On 1 January 2019, the Company and Pension Company renewed an entrusted agency agreement for pension business acted by life business. The agreement is effective from 1 January 2019 to 31 December 2021. The business means that Pension Company entrusted the Company to sell enterprise annuity funds, pension security business, occupational pension business and the third-party asset management business. The commissions agreed upon in the agreement include the daily business commissions and the annual promotional plans commissions. According to the agreement, the commissions for the entrusting service of enterprise annuity fund management, which is the core business of Pension Company, are calculated at 30% to 80% of the annual entrusting management fee revenues, depending on the duration of the agreement. The commissions for account management service are calculated at 60% of the first year's account management fee and were only charged for the first year, regardless of the duration of the agreement. The commissions for investment management services, in accordance with the duration of the agreement, are calculated at 60% to 3% of the annual investment management fee (excluding risk reserves for investment), and decreased annually. The commissions of the group pension plan are, in accordance with the duration of the contracts, calculated at 50% to 3% of the annual investment management fee, and decreased annually; the commissions of the personal pension plan are calculated at 30% to 50% of the annual investment management fee according to the various rates of daily management fee applied to the various individual pension management products in all of the management years; the commissions of occupation annuity and third-party asset management business are in accordance with the provision of annual promotional plans, which should be determined by both parties on a separate occasion. The commissions charged to Pension Company by the Company are eliminated in the consolidated statement of comprehensive income of the Group. On 28 December 2018, the Company and CGB signed another insurance agency agreement to distribute corporate group insurance products. The corporate group insurance products suitable for distribution through bancassurance channels are included in the agreement. The Company paid the agency commission by multiplying the net amount of total premiums received from the sale of each category group insurance product after deducting the surrender premiums, by the responding fixed commission rate. The commission rates for various insurance products sold by CGB are agreed by reference to comparable market prices of independent third-parties. The commissions are paid on a monthly basis. The agreement is effective for two years from 1 January 2019, with an automatic one-year renewal if no objections were raised by either party upon expiry. On 19 October 2018, the Company and CGB renewed an insurance agency agreement to distribute insurance products. All individual insurance products suitable for distribution through bancassurance channels are included in the agreement. CGB provides agency services, including the sale of insurance products, collecting premiums and paying benefits. The Company paid the agency commission by multiplying the net amount of total premiums received from the sale of each category individual insurance products after deducting the surrender premiums in the hesitation period, by the responding fixed commission rate. The commission rates for various insurance products sold by CGB are agreed based on arm's length transactions. The commissions are payable on a monthly basis. The agreement is effective from the signing date to 16 August 2020. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 35 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) (g) Transactions with significant related parties (continued) Notes: (continued) (ii.d) On 31 December 2018, the Company and CLI renewed a management agreement of alternative investment of insurance funds, effective from 1 January 2019 to 31 December 2020. In accordance with the agreement, the Company entrusted CLI to engage in investment, operation and management of equities, real estate and related financial products, and securitised financial products under the instructions of the annual guidelines. The Company paid CLI an asset management fee and a performance related bonus based on the agreement. For fixed-income projects, the management fee rate was between 0.05% and 0.6% according to different ranges of returns; for non-fixed-income projects, the management fee rate for invested projects was 0.3%, the management fee rates for newly signed projects were between 0.05% and 0.3% according to CLI's involvement in project management and the performance-related bonus is based on the internal return rate upon expiry of the project. In addition, the Company adjusts the investment management fees for fixed-income projects and non-fixed-income projects based on the annual evaluation results on CLI's performance. The adjustment (variable management fee) ranges from negative 10% to positive 15% of the investment management fee in the current period. (ii.f) (ii.e) On 28 December 2018, the Company and AMC renewed a renewable agreement for the management of insurance funds, effective from 1 January 2019 to 31 December 2021. In accordance with the agreement, the Company entrusted AMC to manage and make investments for its insurance funds and paid AMC a fixed investment management service fee and a variable investment management service fee. The fixed annual service fee was calculated and payable on a seasonal basis, by multiplying the average net value of the assets under management by the rate of 0.05%; the variable investment management service fee was payable annually, based on the results of performance evaluation, at 20% of the fixed service fee per annum. Asset management fees charged to the Company by AMC are eliminated in the consolidated statement of comprehensive income. On 31 December 2018, the Company and AMC HK renewed the management agreement of insurance funds investment, which is effective from 1 January 2019 to 31 December 2021. In accordance with the agreement, the Company entrusted AMC HK to manage and make investments for its insurance funds and paid AMC HK an asset management fee on a seasonal basis and the maximum investment management fee paid annually is RMB30 million. The management fee rate for financial products, such as investment plans, project asset-backed plans, customised products and insurance asset management products, set up by AMC HK in the industry permitted by regulatory policies, is set according to contractual terms. The management fee rate for the directive investment operation of term deposits, common stocks, funds, financial products and other investment products, universal account B-2 and entrusted assets account alike was 0.02%; the management fee rate for unlisted equity investment was 0.3%; the management fee rate for customised investment portfolio was agreed upon the management fee of market-oriented entrusted investment. Asset management fees charged to the Company by AMC HK are eliminated in the consolidated statement of comprehensive income. (iii) (iv) (v) (vi) (vii) On 31 January 2018, the Company and CLP&C signed a new framework insurance agency agreement, whereby CLP&C entrusted the Company to act as an agent to sell designated P&C insurance products in certain authorised jurisdictions. The agency fee was determined based on cost (tax included) plus a margin. The agreement is effective for three years, from 8 March 2018 to 7 March 2021. On 29 December 2017, the Company renewed a property leasing agreement with CLI, effective from 1 January 2018 to 31 December 2020, pursuant to which CLI leased to the Company certain buildings of its own. Annual rental payable by the Company to CLI in relation to the CLI properties is determined either by reference to the market rent, or, the costs incurred by CLI in holding and maintaining the properties, plus a margin of approximately 5%. The rental was paid on a semi-annual basis, and each payment was equal to one half of the total annual rental. 334 13 350 Amount due from CLP&C Wealth management products and other securities of CGB 844 115 Amount due from CGB 894 1,557 61,880 Amount due to CGB (63) Corporate bonds of Sino-Ocean 605 593 Amount due from Sino-Ocean 8 (75) 59,420 Amount deposited with CGB 2 Amount due to CLP&C 56 68 334 284 (31) (9) Amount due from CLI 18 15 Amount due to CLI (401) (362) Amount due from CLRE 2 Amount due from CL Overseas 40,516 (a) Basic information As at (197) (197) As at 31 December 2018 53,860 1,084 (5,412) Others 53 33,370 31,933 25 (254) 149,293 Effect of associates' adoption 34,659 5,885 1,392 3,218 (1,986) (717) 33,384 30,152 30,541 (840) 145,675 Other comprehensive income for the year (3,426) 770 586 (2,070) Appropriation to reserves 1,275 of new accounting standards 1,281 (Note 9) 16 5,857 1,275 5,955 13,087 Other comprehensive income to retained earnings Others Appropriation to reserves (86) 64 64 As at 31 December 2019 53,860 1,148 28,594 (86) 34,847 (76) 30 As at 1 January 2019 53,860 1,084 (5,412) 69 34,659 33,370 31,933 (254) 149,309 Other comprehensive income for the year 34,006 687 230 16 Core Tier 2 Capital Securities Total 53,860 (c) 2019 RMB million 403,764 395,973 As at 31 December 2018 RMB million 318,371 310,580 46,660 31 December 7,791 4,919 5,578 4,919 Refer to Note 33 for the information of distribution to other equity instruments holders of the Company for the year ended 31 December 2019. As at 31 December 2019, there were no accumulated distributions unpaid attributable to other equity instrument holders of the Company. 232 China Life Insurance Company Limited ⚫2019 Annual Report • Financial Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 5,578 As at Equity attributable to ordinary equity holders of non-controlling interests Equity attributable to other equity instruments holders of the Company Equity attributable to non-controlling interests As at 31 December 31 December 2018 Increase RMB million 7,791 7,791 RMB million Decrease RMB million 2019 RMB million 7,791 7,791 The Company issued Core Tier 2 Capital Securities at par with the nominal value of USD1,280 million on 3 July 2015, and listed such securities on the Stock Exchange of Hong Kong Limited on 6 July 2015. The securities were issued in the specified denomination of USD200,000 and integral multiples of USD1,000 in excess thereof. After a deduction of the issue expense, the total amount of the proceeds raised from this issuance was USD1,274 million or RMB7,791 million. The issued capital securities have a term of 60 years, extendable upon expiry. Distributions shall be payable on the securities semi-annually and the Company has the option to redeem the securities at the end of the fifth year after issuance and on any distribution payment date thereafter. The initial distribution rate for the first five interest- bearing years is 4.00%, if the Company does not exercise this option, the rate of distribution will be reset based on the comparable US treasury yield plus a margin of 2.294% at the end of the fifth year and every five years thereafter. (b) Equity attributable to equity holders Equity attributable to equity holders of the Company Equity attributable to ordinary equity holders of the Company For the year ended 31 December 2019 As at 1 January 2018 38 RESERVES Other reserve Discretionary General foreign the equity fund reserve fund reserve the equity method operations Total RMB million RMB million RMB million RMB million RMB million RMB million RMB million RMB million RMB million RMB million (a) (b) method for-sale securities Other reserves Share premium gains/ (losses) Unrealised comprehensive income reclassifiable comprehensive income non- Exchange reclassifiable from to profit or differences available- loss under Statutory on translating to profit or loss under Other Deferred tax liabilities New leases 10,890 1,383 10,951 1,798 52,444 Transfers upon completion 4,282 120 (4,887) 390 (95) Additions 82 6,684 907 10,175 44 11,488 Transfers into investment properties (2,194) (2,194) Disposals (155) (253) (344) (14) (86) 280 (852) 31,628 RMB million 43,192 As at 31 December 2019 31,264 2,763 518 13,657 1,028 49,230 EE (1) (19,106) (25) As at 1 January 2018 251 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 42 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (a) Property, plant and equipment (continued) Cost Office equipment furniture and Motor Buildings fixtures vehicles Assets under construction Leasehold improvements Total China Life Insurance Company Limited ⚫ 2019 Annual Report Financial Report 237 800 As at 31 December 2018 7,458 (24) 24 Charge for the year Disposals | | || (24) As at 31 December 2018 (24) (25) Net book value As at 1 January 2018 22,606 As at 1 January 2018 1,694 10,951 619 36,313 As at 31 December 2018 25,690 2,150 522 14,030 800 43,192 238 China Life Insurance Company Limited 2019 Annual Report Financial Report 42(0) 443 35,837 Impairment (1,346) 1,319 14,031 2,146 60,791 Accumulated depreciation (8,998) (4,990) (940) (1,179) (16,107) Charge for the year (1,150) (17,574) (556) (205) (2,061) Disposals 25 238 293 38 594 As at 31 December 2018 (10,123) (5,308) (797) (150) 14,030 As at 1 January 2018 2,150 236 China Life Insurance Company Limited 2019 Annual Report Financial Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 42 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (a) Property, plant and equipment Cost Buildings Office equipment furniture and fixtures Assets Motor vehicles under construction Leasehold improvements Total 3,176,845 RMB million 35,837 7,458 1,319 14,031 2,146 60,791 Transfers upon completion 6,864 234 (7,802) 532 (172) As at 1 January 2019 Additions 3,630,180 365,916 Current income tax liabilities 522 Statutory insurance fund Total liabilities Equity Share capital 21 602 2,441 558 3,264,264 2,893,119 36 283,726 28,265 Other equity instruments Reserves Retained earnings Total equity Total liabilities and equity 42(r) 7,791 7,791 42(s) 194,168 147,278 135,692 28,265 75 100,392 193 (188) (276) (2,398) 48 577 162 79 866 As at 31 December 2019 (11,411) (5,329) (1,543) (598) Impairment 24 (24) Charge for the year Disposals As at 31 December 2019 (24) (1) (25) Net book value 1,002 As at 1 January 2019 25,690 As at 1 January 2019 (1,336) (823) Charge for the year 9,258 7,988 Transfers into investment properties Disposals (520) (520) Disposals (77) (602) (39) (107) (996) As at 31 December 2019 42,699 (171) 8,092 (797) (17,574) (5,308) (10,123) As at 1 January 2019 (1,346) 68,361 2,571 13,658 1,341 Accumulated depreciation NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) Other loans 42 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (g) Loans For the year ended 31 December 2019 Policy loans 927,892 China Life Insurance Company Limited ⚫ 2019 Annual Report Financial Report 243 806,050 278,851 372,684 534,432 Total 241,155 Impairment After one year but within five years Maturing: As at 137,699 31 December Total After five years but within ten years Within one year Net value Maturing: Net value Impairment Total After ten years After one year but within five years After five years but within ten years Within one year (h) Term deposits 128,078 927,892 24,227 401,799 As at 31 December 266,986 197,676 212,133 112,702 147,079 806,050 208,909 109,506 718,983 696,544 927,892 806,050 Unlisted debt securities include those traded on the Chinese interbank market. The estimated fair value of all held-to-maturity securities was RMB967,662 million as at 31 December 2019 (as at 31 December 2018: RMB842,839 million). As at 31 December 2019, no accumulated impairment loss for the investment of held-to-maturity securities has been recognised by the Company (as at 31 December 2018: RMB29 million). 31 December 2018 RMB million RMB million 2019 31 December As at As at 16,816 Total After one year but within five years Within one year Maturing: Contractual maturity schedule - Debt securities After five years but within ten years After ten years 2019 2018 RMB million RMB million 102,483 418,441 156,407 319,821 7,830 77,200 528,754 553,428 As at 31 December 2019, the Company's term deposits of RMB1,491 million (as at 31 December 2018: RMB 14,691 million) were deposited in banks to back overseas borrowings and are restricted to use. Please refer to Note 10.3 for the details. 244 China Life Insurance Company Limited 2019 Annual Report Financial Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 42 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (i) Statutory deposits - restricted Contractual maturity schedule: Within one year 2018 After one year but within five years As at 31 December As at 31 December 2019 RMB million RMB million 500 5,653 5,153 5,653 5,653 Insurance companies in China are required to deposit an amount that equals to 20% of their registered capital with banks in compliance with regulations of the CBIRC. These funds may not be used for any purpose other than for paying off debts during liquidation proceedings. (j) Available-for-sale securities 179,852 Total As at 31 December RMB million RMB million 174,872 142,165 422,759 302,952 597,631 445,117 (2,718) 594,913 445,117 As at As at 31 December 31 December 2019 2018 RMB million As at 31 December 2019 445,117 (2,718) 594,913 445,117 597,631 44,289 2018 38,540 124,531 135,164 221,464 167,248 213,096 RMB million 98,416 215,715 99.98% directly RMB million 99.98% directly Not applicable Investment PRC 99.98% directly Not applicable Investment PRC 100.00% indirectly RMB1,131 million Investment USA 99.99% directly Not applicable PRC Investment 99.95% directly Not applicable Investment (i) The above subsidiaries are registered as limited companies in accordance of the Company Law of the People's Republic of China. (ii) The above subsidiaries are registered as limited liability partnerships in accordance of the Law of the People's Republic of China on Partnerships. Non-controlling interests in subsidiaries are not significant to the Company. China Life Insurance Company Limited 2019 Annual Report • Financial Report 241 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 42 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (d) Investments in subsidiaries (continued) (ii) The table below presents the basic information of the Company's major consolidated structured entities as at 31 December 2019: Name Kun Lun Trust • Tianjin Urban PRC Investment Not applicable 99.98% directly Investment Not applicable Investment The British Virgin Islands The British Virgin Islands 100.00% indirectly Not applicable Investment 100.00% indirectly Not applicable Investment The British Cayman Islands 100.00% indirectly Not applicable Investment PRC 99.98% directly Not applicable PRC Investment Not applicable 99.98% directly PRC Investment Communications Construction No. 1 Collective Fund Trust Scheme RMB484 million PRC Investment Not applicable Available-for-sale securities, at fair value PRC Investment 100.00% indirectly Jiao Yin Guo Xin • Shaanxi Coal and Chemical Industry Group Co., Ltd. Debt-to-Equity Swap Collective Fund Trust Scheme Shan Guo Tou⚫Jing Tou Corporate Trust Loan Collective Funds Trust Scheme China Life China Hua Neng Debt-to-Equity Swap Investment Scheme Jiao Yin Guo Xin China Aluminium Co., Ltd. Supply-side Reform Collective Fund Trust Scheme Jian Xin Trust - CL Guo Xin Collective Fund Trust Scheme Investment management 99.98% directly RMB5,000 million Investment management 242 China Life Insurance Company Limited 2019 Annual Report Financial Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 42 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (e) Investments in associates and joint ventures As at 1 January Investments in associates and joint ventures As at 31 December (f) Held-to-maturity securities Debt securities Government bonds Government agency bonds Corporate bonds Subordinated bonds/debts Total 2018 31 December 31 December 2019 As at As at 137,257 RMB5,000 million 33,218 137,257 17,244 154,501 2019 RMB million Total Unlisted Listed in Mainland, PRC Debt securities 2018 RMB million 104,039 RMB million 99.98% directly RMB5,000 million Investment management Chongqing Trust Fund • Guo Rong No. 4 Collective Fund Trust Scheme Jiao Yin Guo Xin Jing Tou Corporate Collective Funds Trust Scheme Shang Xin Ningbo Wu Lu Si Qiao PPP Collective Fund Trust Scheme Trust/ investments received Percentage of shares held 99.99% directly RMB10,001 million Principal activities Investment management 75.00% directly RMB10,000 million Investment management and indirectly 100.00% directly RMB10,000 million Investment management Investment management 100.00% directly RMB10,000 million 99.99% directly RMB10,000 million Investment management 99.99% directly RMB10,000 million Investment management 85.00% directly RMB10,000 million RMB9,994 million Investment management Investment management 91.92% directly 88.02% directly RMB9,928 million Investment management China Life - Yanzhou Coal Mining Debt Investment Scheme RMB5,370 million Investment management 81.00% directly and indirectly 100% directly China Life Hua Neng Development of Fund Trust Scheme RMB6,000 million Investment management 83.33% directly Infrastructure Debt Investment Scheme Kun Lun Trust • Jizhong Energy Group Loan Collective Fund Trust Scheme Jiao Yin Guo Xin • CLI - China Nonferrous Metal Collective Fund Trust Scheme RMB6,000 million Investment management RMB8,000 million Investment management 86.25% directly Kun Lun Trust China Metallurgical No. 1 Collective Fund Trust Scheme Zhong Xin Jing Cheng • Tianjin Port Group Loans Collective Fund Trust Scheme Jiang Su Trust ⚫Xin Bao Sheng No. 144 (Jing Tou) Collective Fund Trust Scheme Bridge Heng Yi 604 Collective Investment management RMB9,000 million 100.00% directly 100.00% directly Debt securities NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) Government agency bonds 42,006 70,445 77,557 31,058 29,803 581 87 6,418 6,552 8,971 11,305 47,028 47,747 117,473 38,786 125,304 China Life Insurance Company Limited 2019 Annual Report Financial Report 247 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 42 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (I) Securities purchased under agreements to sell Maturing: Within 30 days Total (m) Accrued investment income Bank deposits Debt securities Others Total Current Non-current Total Unlisted debt securities include those traded on the Chinese interbank market and those not publicly traded. Unlisted equity securities include those not traded on stock exchanges, which are mainly open-ended funds with public market price quotation. 168 136 35,383 77,557 Equity securities Funds 9,699 12,456 Common stocks 37,309 33,785 Wealth management products 1,506 Others 20 47,028 47,747 117,473 125,304 Subtotal 31,523 Total Subtotal Unlisted Listed overseas Listed in Hong Kong, PRC (n) Other assets Listed in Mainland, PRC Subtotal Unlisted Listed overseas Listed in Mainland, PRC Debt securities Total Equity securities Land use rights Tax prepaid Disbursements 47,265 525 47,790 As at 31 December 31 December As at 2019 2018 RMB million RMB million 7,265 7,326 5,615 5,430 4,162 3,377 3,269 28,687 29,081 7,419 7,340 21,268 21,741 40,025 980 41,005 28,687 4,479 4,114 611 661 8,840 2,619 29,081 70,445 47,790 4,910 Automated policy loans Investments receivable and prepaid Due from related parties Others Total Current Non-current Total 248 China Life Insurance Company Limited 2019 Annual Report Financial Report As at 31 December As at 31 December 2019 2018 RMB million RMB million 1,963 4,243 23,258 24,723 19,622 12,039 RMB million 41,005 RMB million 31 December As at As at 31 December 2019 9,066 1,963 9,066 2018 Government bonds 1,206 71,020 91,971 236,241 143,431 58,314 32,707 32,640 31,348 90,733 52,572 519,715 352,029 20,559 1,037,629 20,559 858,936 101,787 (i) Other available-for-sale securities mainly include unlisted equity investments, private equity funds and perpetual bonds. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 42 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (j) Available-for-sale securities (continued) Debt securities Listed in Mainland, PRC Unlisted Subtotal Equity securities Listed in Mainland, PRC Listed in Hong Kong, PRC Listed overseas Unlisted Subtotal Total China Life Insurance Company Limited ⚫ 2019 Annual Report Financial Report 245 486,348 497,355 73,078 Corporate bonds Subordinated bonds/debts Others (i) Subtotal Equity securities Funds Common stocks Preferred stocks Wealth management products Others (i) Subtotal Available-for-sale securities, at cost Equity securities Others (i) Total As at As at 101,569 21,514 53,922 183,508 147,109 180,151 As at 171,108 23,647 RMB million RMB million 31 December 2018 2019 31 December 28,097 31 December As at 31 December 2019 RMB million 25,578 11,379 146,914 166,622 224,393 210,805 100,470 97,542 497,355 486,348 Health management For the year ended 31 December 2019 42 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (k) Securities at fair value through profit or loss As at 31 December As at 31 December 64,838 5,254 77 32 4,633 Subtotal Others RMB million Corporate bonds Government bonds Debt securities RMB million RMB million 2018 2019 Government agency bonds 942 As at 31 December 2018 31 December 2018 RMB million RMB million 45,900 52,950 451,455 433,398 497,355 486,348 151,940 102,018 95,428 55,066 1,458 162 291,448 215,342 As at 246 China Life Insurance Company Limited 2019 Annual Report Financial Report Total After ten years After five years but within ten years After one year but within five years 2019 Within one year Debt securities Contractual maturity schedule Unlisted debt securities include those traded on the Chinese interbank market and those not publicly traded. Unlisted equity securities include those not traded on stock exchanges, which are mainly open-ended funds with public market price quotation, wealth management products and private equity funds. 858,936 1,037,629 372,588 540,274 Maturing: USD2 million Registered capital RMB4,000 million RMB3,400 million 100.00% directly 100.00% indirectly 99.997% directly 520 3,883 As at 31 December 2019 As at 1 January 2019 Fair value As at 31 December 2019 As at 1 January 2019 Net book value As at 31 December 2019 (16) Deductions As at 31 December 2019 Deductions Additions As at 1 January 2019 Cost Buildings RMB million 42 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (c) Investment properties For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) Accumulated depreciation As at 1 January 2019 Additions China Life Insurance Company Limited 2019 Annual Report • Financial Report 239 4,387 (115) RMB million Buildings As at 31 December 2018 As at 1 January 2018 Fair value As at 31 December 2018 As at 1 January 2018 Net book value As at 31 December 2018 (358) Deductions As at 31 December 2018 Deductions As at 1 January 2018 Additions Cost 5,462 4,886 3,914 3,525 (473) Accumulated depreciation As at 1 January 2018 Additions 1,718 2,194 The Group had no significant profit or loss from subleasing right-of-use assets or sale and leaseback transactions for the year ended 31 December 2019. 1 Net book value As at 31 December 2019 Deductions Charge for the year As at 1 January 2019 Impairment As at 31 December 2019 Deductions Charge for the year As at 1 January 2019 As at 1 January 2019 As at 31 December 2019 Deductions Additions As at 1 January 2019 Cost 42 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (b) Right-of-use assets For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) RMB1,530 million Accumulated depreciation 3,272 As at 31 December 2019 Others 2,579 1 2,578 3,271 (1,176) 29 (1,205) (1,176) 29 (1,205) Buildings 4,448 4,447 (130) 1,999 1,999 2,579 1 2,578 RMB million Total 1 (29) (130) (317) Investment Not applicable 100.00% directly Investment Investment Investment Financial service Investment in retirement properties Fund management Asset management Hong Kong, PRC Principal activities Asset management Pension and annuity RMB1,288 million Not applicable RMB1,991 million 85.03% indirectly 100.00% indirectly 100.00% directly 100.00% indirectly 100.00% directly PRC Hong Kong, PRC Hong Kong, PRC The British Jersey Island PRC PRC 60.00% directly 74.27% directly and indirectly 50.00% indirectly 100.00% directly PRC RMB200 million Not applicable Not applicable RMB6,800 million Hong Kong, PRC 100.00% directly Investment PRC 3,883 PRC PRC Investment Not applicable 100.00% indirectly Investment Not applicable Not applicable 100.00% directly Not applicable 100.00% directly Investment Not applicable 100.00% directly The British Virgin Islands The British Virgin Islands The British Virgin Islands The British Cayman Islands Not applicable 100.00% directly USA Investment PRC Investment Percentage of equity interest held 43,543 RMB million 2018 2019 RMB million 63,228 As at 31 December 31 December As at Unlisted investments at cost 42 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (d) Investments in subsidiaries (i) The table below presents the basic information of the Company's subsidiaries as at 31 December 2019: For the year ended 31 December 2019 The fair value of investment properties of the Company as at 31 December 2019 amounted to RMB5,462 million (as at 31 December 2018: RMB4,886 million), which was estimated by the Company having regards to valuations performed by independent appraisers. The investment properties were classified as Level 3 in the fair value hierarchy. 4,886 2,688 3,525 1,401 (358) PRC 13 (54) 240 China Life Insurance Company Limited 2019 Annual Report Financial Report Name NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) Pension Company (i) CL Guang De (ii) CG Investments AMC (i) Shengyi Jingsheng (i) Yuanxiang Tianyi (ii) Yuanxiang Tianfu (ii) Hope Building (i) Wansheng (ii) Bai Ning (ii) Yuan Shu Yuan Jiu (ii) Franklin Shenzhen Company (i) Guo Yang Guo Sheng (ii) New Capital Wisdom Limited New Fortune Wisdom Limited Wisdom Forever Limited Partnership CL Health (i) Yuan Shu Yuan Pin (ii) AMC HK CL Hotel Investor, L.P. Glorious Fortune Forever Limited Rui Chong Company (i) New Aldgate Limited Golden Phoenix Tree Limited King Phoenix Tree Limited Place of incorporation and operation CL Wealth (i) Suzhou Pension Company (i) Golden Bamboo Limited Sunny Bamboo Limited Fortune Bamboo Limited China Century Core Fund Limited CL AMP (i) Huang Xin 99.1 1,057.6 282.0 71.3 521.9 118.8 712.0 168.4 1,057.6 712.0 239.9 790.1 541.3 402.9 Song Ping Li Guodong 706.9 706.9 66.5 99.1 264.1 277.2 Wang Cuifei Luo Zhaohui The compensation amounts disclosed above for these supervisors for the year ended 31 December 2018 were restated based on the finalised amounts determined during 2019. Xiong Junhong I 387.2 The supervisors received the compensation amounts disclosed above during their term of office in 2019 and 2018. Later than one year but not later than five years For the year ended 31 December 2019, the five individuals whose emoluments were the highest in the Company include one director and one supervisor (2018: three directors). 90,292 1,491.8 As at 31 December 2018 RMB million 1,001 1,365 52 The Company adopted IFRS 16 as at 1 January 2019. As a lessee, the Company measured, presented and disclosed its operating lease commitments as at 31 December 2019 based on IFRS 16 and did not restate the comparative information. (iii) Operating lease commitments - as lessor The future minimum rentals receivable under non-cancellable operating leases are as follows: Not later than one year Later than five years Total 252 China Life Insurance Company Limited 2019 Annual Report • Financial Report (c) Five highest paid individuals As at 31 December 31 December 2019 2018 7,544 Total RMB thousand 13,583 489 459 7,085 Basic salaries, housing allowances, other allowances and benefits in kind Pension scheme contributions RMB thousand 2018 2019 Details of the remuneration of the five highest paid individuals are as follows: As at 1,491.8 payment 180.7 Pension scheme Benefits in salary of salary included Subtotal Performance related bonuses salaries Name Basic Deferred Deferred The aggregate amounts of emoluments paid to supervisors of the Company for the year ended 31 December 2018 are as follows: payment Actual paid included included (b) Supervisors' emoluments (continued) For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) China Life Insurance Company Limited ⚫ 2019 Annual Report Financial Report 255 The above remuneration was calculated based on the relevant employment period during the reporting period. (ix) (viii) Luo Zhaohui and Huang Xin did not receive remuneration from the Company. (vii) Wang Xiaoqing was appointed as employee representative supervisor on 27 December 2019. Cao Qingyang was appointed as employee representative supervisor on 12 July 2019. (vi) Song Ping resigned as employee representative supervisor on 3 January 2020. (v) Huang Xin resigned as employee representative supervisor on 22 July 2019. 68,844 43 DIRECTORS', SUPERVISORS', CHIEF EXECUTIVE'S AND SENIOR MANAGEMENT'S REMUNERATION (continued) 128.2 income in kind contributions 1,182.9 589.1 593.8 Shi Xiangming 946.0 300.7 1,246.7 50.2 68.8 300.7 1,127.7 501.2 626.5 income Jia Yuzeng 343.7 1,402.1 47.5 65.8 343.7 1,288.8 572.8 716.0 Miao Ping RMB thousand in total in total Total 1,058.4 4,314 Discretionary 85,978 (iv) premium securities reserve fund reserve fund General reserve RMB million RMB million RMB million RMB million RMB million Total RMB million As at 1 January 2018 Statutory 53,860 33,336 30,152 30,172 144,240 Other comprehensive income for the year (2,730) (2,730) Appropriation to reserves 1,275 3,218 1,275 5,768 (3,280) As at 31 December 2018 Share available-for-sale Unrealised gains/ 46,660 Current Non-current Total 56,701 46,660 56,701 46,660 250 China Life Insurance Company Limited ⚫2019 Annual Report • Financial Report NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 42 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (r) Other equity instruments Equity attributable to equity holders of the Company (losses) from Equity attributable to ordinary equity holders of the Company As at 31 December As at 31 December 2019 RMB million 2018 RMB million 365,916 358,125 7,791 283,726 275,935 7,791 Refer to Note 33 for the information of distribution to other equity instruments holders for the year ended 31 December 2019. As at 31 December 2019, there were no accumulated distributions unpaid attributable to other equity instruments holders. (s) Reserves Equity attributable to other equity instruments holders of the Company 53,860 (6,010) 34,611 2019 RMB million 2018 RMB million 523 488 China Life Insurance Company Limited • 2019 Annual Report Financial Report 251 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) For the year ended 31 December 2019 42 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (u) Commitments (i) Capital commitments Capital commitments of the Company relating to property development projects and investments: Contracted, but not provided for Investments 31 December Property, plant and equipment As at 31 December As at 31 December 2019 2018 RMB million RMB million (ii) Operating lease commitments - as lessee The future minimum lease payments under non-cancellable operating leases are as follows: Not later than one year Later than one year but not later than five years Later than five years Total 65,339 Total 31 December As at As at 33,370 31,447 147,278 As at 1 January 2019 53,860 (6,010) 34,611 33,370 31,447 147,278 Other comprehensive income for the year 33,901 33,901 Appropriation to reserves 5,857 1,275 5,857 12,989 As at 31 December 2019 53,860 27,891 40,468 34,645 37,304 194,168 (t) Provisions and contingencies The following is a summary of the significant contingent liabilities: Pending lawsuits 3,505 Han Bing was appointed as non-employee representative supervisor on 12 July 2019. The compensation amounts disclosed above for these directors and the chief executive for the year ended 31 December 2018 were restated based on the finalised amounts determined during 2019. Tang Yong was appointed as non-employee representative supervisor on 2 February 2019 and resigned as non-employee representative supervisor on 22 July 2019. bonuses salaries scheme Benefits in salary of salary related Basic Pension included Subtotal Performance payment income Deferred The aggregate amounts of emoluments paid to directors and chief executive of the Company for the year ended 31 December 2018 are as follows: (a) Directors' and chief executive's emoluments (continued) 43 DIRECTORS', SUPERVISORS', CHIEF EXECUTIVE'S AND SENIOR MANAGEMENT'S REMUNERATION (continued) For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) China Life Insurance Company Limited ⚫ 2019 Annual Report Financial Report 253 300.0 320.0 320.0 320.0 (vi) The above remuneration was calculated based on the relevant employment period during the reporting period. (v) Wang Bin, Su Hengxuan and other non-executive directors did not receive remuneration from the Company. (iv) Wang Junhui was appointed as non-executive director on 16 August 2019. Name Li Mingguang was appointed as executive director on 16 August 2019. income Total Xu Haifeng 2,084.4 630.1 2,714.5 97.7 134.7 630.1 2,482.1 1,050.1 1,432.0 Xu Hengping 2,442.3 626.5 in kind contributions 3,068.8 136.9 626.5 2,834.2 1,044.2 1,790.0 Lin Dairen Su Hengxuan Wang Bin Yang Mingsheng RMB thousand in total Actual paid included Deferred payment included in total 97.7 1,432.0 (!!!) (i) Xu Hengping resigned as executive director on 24 January 2019. Xu Haifeng resigned as executive director on 28 June 2019. Wang Bin (v) Name The aggregate amounts of emoluments paid to directors and chief executive of the Company for the year ended 31 December 2019 are as follows: (a) Directors' and chief executive's emoluments The total compensation package for the directors, supervisors, chief executive and senior management for the year ended 31 December 2019 in accordance with the related measures for compensation management of the Company has not yet been finalised. The amount of the compensation not provided for is not expected to have a significant impact on the Group's 2019 consolidated financial statements. The final compensation will be disclosed in a separate announcement when determined. 43 DIRECTORS', SUPERVISORS', CHIEF EXECUTIVE'S AND SENIOR MANAGEMENT'S REMUNERATION For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 972 1,327 124 188 524 Su Hengxuan (v) 739 400 RMB million RMB million Number of individuals RMB1,000,001 - RMB2,000,000 RMB2,000,001 - RMB3,000,000 RMB3,000,001 - RMB4,000,000 RMB4,000,001 - RMB4,500,000 RMBO RMB1,000,000 (c) Five highest paid individuals (continued) The emoluments fell within the following bands: 43 DIRECTORS', SUPERVISORS', CHIEF EXECUTIVE'S AND SENIOR MANAGEMENT'S REMUNERATION (continued) For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 256 China Life Insurance Company Limited 2019 Annual Report Financial Report 14,072 56,701 324 (ii) Xu Hengping (i) Yuan Changqing (v) 300.0 320.0 320.0 320.0 692.9 36.2 60.0 596.7 706.0 41.1 59.8 26.4 17.9 Xu Haifeng (ii) 8.5 605.1 Total Pension scheme contributions Benefits in kind paid Remuneration Leung Oi-Sie Elsie Tang Xin Robinson Drake Pike Chang Tso Tung Stephen Wang Junhui (iv) (v) Yin Zhaojun (v) Liu Huimin (v) Li Mingguang (iii) RMB thousand 1,145.6 2,577.6 687.4 2019 2018 5 4 1 For the year ended 31 December 2019, no emoluments were paid by the Company to the directors, chief executive, supervisors or any of the five highest paid individuals as an inducement to join or upon joining the Company or compensation for loss of office as a director of any member of the Group or of any other office in connection with the management (2018: nil). The emoluments of the five highest paid individuals are the total emoluments paid to them during the year. There was no arrangement under which a director, chief executive or supervisor waived or agreed to waive any remuneration during the year. 44 SUBSEQUENT EVENTS Since the outbreak of Novel Coronavirus ("COVID-19") pneumonia in the beginning of 2020, the Group has completely implemented the arrangement of the prevention and control policies of "COVID-19" required by the government. While taking comprehensive measures that effectively curbed the spread of the disease, the Group took full advantage of its supporting and safeguarding function provided by the insurance business in response to the pandemic and played an active role in coping with the potential hazardous impact on business operations that could be brought by "COVID-19". "COVID-19" has exerted a major impact on general economic operation in a short period. The Group has been witnessing a domestic trend in which the situation of the containment of the pandemic is making sustained progress and the order of life and production is being restored at an increasing pace. As of the issue date of these consolidated financial statements, although the execution of internal policies related to prevention of the spread of "COVID-19" has brought certain challenges to the Group in respect of the development of insurance business and the investment of insurance funds, the impact of "COVID-19" on the Group is controllable for the reason that the Group has taken various measures to actively respond and ensure the orderly operation of business. The Group will continue to closely focus on both global and domestic situation of "COVID-19", concerning its prevention and control, and cope with the related impacts on the Company actively. China Life Insurance Company Limited ⚫ 2019 Annual Report Financial Report 257 OTHER For the year ended 31 December INFORMATION Registered Name in Chinese Registered Name in English Legal Representative Registered Office Address Postal Code Current Office Address Postal Code Telephone Fax Website Email Hong Kong Office Address Telephone Fax 中國人壽保險股份有限公司(簡稱「中國人壽」) China Life Insurance Company Limited ("China Life") Wang Bin BASIC INFORMATION OF THE COMPANY 16 Financial Street, Xicheng District, Beijing, P.R. China Pension scheme contributions 1,253.0 (ii) Shi Xiangming resigned as non-employee representative supervisor on 18 February 2019. (i) 67.8 8.6 19.6 39.6 439.9 791.8 106.7 47.9 106.2 285.8 200.7 RMB thousand 484.4 63.3 106.1 252.8 9.4 18.4 47.4 - 1,482.5 142.0 91.8 21.8 Total 24.9 95.3 137.7 75.2 422.2 100033 16 Financial Street, Xicheng District, Beijing, P.R. China 100033 320.0 320.0 320.0 300.0 50.0 250.0 Leung Oi-Sie Elsie 320.0 70.0 250.0 Tang Xin 320.0 70.0 320.0 250.0 320.0 70.0 250.0 Chang Tso Tung Stephen Yin Zhaojun Liu Huimin Wang Sidong Yuan Changqing 2,122.6 687.4 2,810.0 97.7 134.7 Robinson Drake Pike 320.0 320.0 300.0 86-10-63633333 86-10-66575722 www.e-chinalife.com ir@e-chinalife.com 16/F, Tower A, China Life Centre, One Harbour Gate, 18 Hung Luen Road, Hung Hom, Kowloon, Hong Kong 852-29192628 852-29192638 258 China Life Insurance Company Limited 2019 Annual Report • Other Information Benefits in kind paid Remuneration Wang Xiaoqing (vii) Cao Qingyang (vi) Song Ping (v) Huang Xin (iv)(viii) Han Bing (iii) Tang Yong (ii) Shi Xiangming (i) Luo Zhaohui (viii) Jia Yuzeng Name The aggregate amounts of emoluments paid to supervisors of the Company for the year ended 31 December 2019 are as follows: (b) Supervisors' emoluments 43 DIRECTORS', SUPERVISORS', CHIEF EXECUTIVE'S AND SENIOR MANAGEMENT'S REMUNERATION (continued) For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 254 China Life Insurance Company Limited 2019 Annual Report Financial Report In addition to the directors' emoluments disclosed above, certain directors of the Company received emoluments from CLIC, the amounts of which were not apportioned between their services to the Company and their services to CLIC. The directors and chief executive received the compensation amounts disclosed above during their term of office in 2019 and 2018. 300.0 (iii) Total 2,418 17,412 4,880 1,557 As at 31 December 2019 policyholders - Portion of fair value changes on available-for- sale securities attributable to participating (16,181) (16,181) 4,880 - Available-for-sale securities (970) 115 (3,070) 1,985 (Charged)/credited to net profit 1,381 (Charged)/credited to other comprehensive income (15,077) 2,630 (10,890) 6,098 5,588 3,265 6,854 - deferred tax assets to be recovered within 12 months Subtotal - deferred tax assets to be recovered after 12 months Deferred tax assets: RMB million RMB million 31 December 2018 2019 31 December As at As at (ii) The analysis of deferred tax assets and deferred tax liabilities during the year is as follows: 2,515 4,174 (5,308) As at 1 January 2019 RMB million RMB million Investments Insurance policyholders sale securities attributable to participating - Portion of fair value changes on available-for- - Available-for-sale securities (Charged)/credited to other comprehensive income (Charged)/credited to net profit As at 1 January 2018 (i) The movements in deferred tax assets and liabilities during the year are as follows: Deferred tax assets/(liabilities) 42 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (o) Deferred tax For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) Others RMB million 12,442 Total RMB million 480 1,381 2,515 4,174 (5,308) As at 31 December 2018 8 8 00 902 902 4,462 (3,991) 2,266 249 2,792 1,421 (6,737) 9,363 13,116 - 10,124 10,300 11,739 14,113 Salary and welfare payable Interest payable to policyholders RMB million RMB million 2018 2019 As at 31 December As at 31 December (q) Other liabilities For debt repurchase transactions through the stock exchange, the Company is required to deposit certain exchange- traded bonds into a collateral pool with fair value converted at a standard rate pursuant to the stock exchange's regulation which should be no less than the balance of the related repurchase transaction. As at 31 December 2019, the carrying value of securities deposited in the collateral pool was RMB253,520 million (as at 31 December 2018: RMB170,873 million). The collateral is restricted from trading during the period of the repurchase transaction. As at 31 December 2019, bonds with a carrying value of RMB89,779 million (as at 31 December 2018: RMB138,404 million) were pledged as collateral for financial assets sold under agreements to repurchase resulted from repurchase transactions entered into by the Company in the interbank market. Brokerage and commission payable 188,932 7,418 Payable to constructors Deferred tax liabilities: Others 500 409 Tax payable 490 748 Stock appreciation rights (Note 32) 190 1,238 Interest payable of debt instruments 1,793 1,998 Agent deposits 3,065 5,268 113,189 3,440 113,029 160 42 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (p) Securities sold under agreements to repurchase For the year ended 31 December 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) China Life Insurance Company Limited ⚫ 2019 Annual Report Financial Report 249 1,381 (10,890) (7,982) (23,332) (1,310) (3,497) - deferred tax liabilities to be settled within 12 months Subtotal (6,672) (19,835) 188,932 - deferred tax liabilities to be settled after 12 months Interbank market Stock exchange market Net deferred tax liabilities Maturing: 113,189 188,932 Total 64,414 51,650 124,518 61,539 RMB million 2018 RMB million 2019 As at 31 December 31 December As at After 90 days Total Within 30 days 2019/4/11 2019/4/11 Notification Letter and Change Request Form to Registered Shareholders 2019/4/11 Reply Slip of H Share Shareholders 26 Notification Letter and Request Form to Non-Registered Shareholders 225 27 Serial No. 2019/4/11 28 Announcement - Approval of Qualification as President by the CBIRC 2019/4/11 China Life Insurance Company Limited 2019 Annual Report • Other Information 261 Items 24 Date of disclosure 29 Notice of Board Meeting 2019/4/11 2019/3/27 23 Announcement of Premium Income China Life Insurance Company Limited 2018 Corporate Social Responsibility Report Summary of Solvency Quarterly Report of Insurance Company (Fourth Quarter of 2018) 2019/3/27 2019/3/27 18 Announcement - Nomination of Non-Employee Representative Supervisor 19 China Life Insurance Company Limited - Announcement on Changes in Accounting Estimates 2019/3/27 Form of Proxy of Holders of H Shares for use at the Annual General Meeting of the Company to be held on Thursday, 30 May 2019 20 Annual Report 2018 2019/4/11 21 21 Reports of the Board of Directors & Board of Supervisors for 2018, Financial Report & Profit Distribution Plan for 2018, Remuneration of Directors & Supervisors, Remuneration & Appointment of Auditors, Election of Non-employee Representative Supervisor, Amendments to Articles of Association and Procedural Rules, General Mandate to Issue H Shares, Overseas Issue of Senior Bonds & Notice of AGM 2019/4/11 22 Notice of Annual General Meeting 2019/4/11 20 2019/4/15 Announcement - Change of Person in Charge of Finance Announcement · Announcement - Resolutions Passed at the Annual General Meeting and Distribution of Final Dividend 2019/5/30 40 Announcement of Premium Income 2019/6/12 41 Announcement - Resignation of Executive Director 2019/6/28 42 39 17 43 Announcement of Premium Income 2019/7/15 44 Announcement - Nomination of Executive Director 2019/7/23 45 Announcement on Supplementary Information regarding the Compensation of Directors, Supervisors and Senior Management Members in 2018 2019/7/23 2019/7/9 30 2019/5/14 2019/5/9 - 31 Estimated Profit Increase for the First Quarter of 2019 2019 First Quarter Report 2019/4/18 2019/4/25 32 Summary of Solvency Quarterly Report of Insurance Company (First Quarter of 2019) 2019/4/25 33 2019/5/9 34 2019/4/25 2019/5/9 35 Supplemental Form of Proxy of Holders of H Shares for use at the Annual General Meeting of the Company to be Held on Thursday, 30 May 2019 2019/5/9 36 37 38 Notification Letter and Change Request Form to Registered Shareholders Notification Letter and Request Form to Non-Registered Shareholders Announcement of Premium Income Announcement - Nomination of Executive Director and Non-executive Director Supplemental Notice of Annual General Meeting 16 Announcement - Election of Employee Representative Supervisor 2019/3/22 LFC China Life Insurance Company Limited ⚫ 2019 Annual Report • Other Information 259 OTHER RELEVANT INFORMATION H Share Registrar and Transfer Office Depositary of ADR Domestic Legal Adviser International Legal Advisers Auditors of the Company Computershare Hong Kong Investors Services Limited Deutsche Bank King & Wood Mallesons Latham & Watkins LLP Domestic Auditor Ernst & Young Hua Ming LLP Address: Level 16, Ernst & Young Tower, Oriental Plaza, No. 1 East Changan Avenue, Dongcheng District, Beijing, P.R. China Name of the Signing Auditors: Huang Yuedong, Wu Jun Address: Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong Address: 60 Wall Street, New York, NY 10005 Debevoise & Plimpton LLP Ernst & Young Address: 22/F, CITIC Tower, New York Stock Exchange 2628 China Life 601628 CSRC's Designated Website for the Company's Annual Report Disclosure The Company's H Share Disclosure Websites The Company's Annual Report may be obtained at China Securities Journal, Shanghai Securities News, Securities Times www.sse.com.cn HKExnews website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk The Company's website at www.e-chinalife.com 1 Tim Mei Avenue, Central, Hong Kong 12/F, China Life Plaza, 16 Financial Street, Xicheng District, Beijing, P.R. China Stock Type A Share H Share ADR Exchanges on which the Stocks are Listed Stock Short Name Stock Code Shanghai Stock Exchange The Stock Exchange of Hong Kong Limited China Life STOCK INFORMATION 260 China Life Insurance Company Limited ⚫ 2019 Annual Report • Other Information INDEX OF INFORMATION DISCLOSURE ANNOUNCEMENTS Serial No. Announcement - Forfeiture of Unclaimed Dividends 2019/2/14 9 Announcement of Premium Income 2019/2/18 Announcement - Approval of Qualification as Supervisor by the CBIRC and 2019/2/18 Resignation of Supervisor 11 8 Announcement - Approval from the People's Bank of China on Issuance of Bonds for Capital Replenishment 12 Announcement of Premium Income 2019/3/13 13 Notice of Board Meeting 2019/3/14 14 15 Announcement on Completion of Issuance of Bonds for Capital Replenishment Announcement of Results for the Year Ended 31 December 2018 2019/3/6 2019/3/27 2019/1/29 7 Items 1 2 3 4 5 01 Date of disclosure 6 Announcement - Estimated Profit Decrease for the Year 2018 Announcement on the Approval of Issuance of Bonds for Capital Replenishment Announcement of Premium Income Election of Language and Means of Receipt of Corporate Communication Reply Form Announcement - Resignation of Executive Director 2019/1/14 2019/1/14 2019/1/21 2019/1/21 2019/1/21 2019/1/24 46 Announcement - Connected Transaction Announcement - Approval of Qualification of Directors by the CBIRC Beijing Formation of Partnership 2019/12/19 Announcement - Resolutions Passed at the First Extraordinary General Meeting 83 2019/12/19 2019 84 Announcement on the Progress of Connected Transaction in relation to the Formation of Partnership 2019/12/30 China Life Insurance Company Limited 2019 Annual Report⚫ Other Information 263 Formation of Partnership DEFINITIONS AND MATERIAL RISK ALERT China Life, the Company' CLIC AMC Pension Company AMP CLWM CGB CLP&C CLI In this annual report, unless the context otherwise requires, the following expressions have the following meanings: China Life Capital _ 82 2019/11/12 73 74 75 76 76 77 78 79 Announcement - Connected Transaction Election of Mr. Zhao Peng as an Executive Director of the Sixth Session of the Board of Directors, Proposed Amendments to the Articles of Association and the Procedural Rules for the Board of Directors' Meetings, Renewal of Continuing Connected Transactions with AMP, Renewal of the Framework Agreement for Daily Connected Transactions between the Company and CGB Notification Letter and Change Request Form to Registered Shareholders Notification Letter and Request Form to Non-Registered Shareholders Announcement of Premium Income 2019/11/14 2019/11/14 2019/12/12 80 Announcement - Withdrawal of Two Resolutions to be Considered at the First Extraordinary General Meeting 2019 2019/12/13 81 Announcement. - Renewal of Continuing Connected Transactions between the Company and Chongqing Trust 2019/12/19 2019/11/14 2019/10/31 CBIRC CSRC For the purpose of this report, "China" or "PRC" refers to the People's Republic of China, excluding the Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan region Renminbi Yuan MATERIAL RISK ALERT: The Company has stated in this annual report the details of its existing risks including risks relating to macro trends, insurance risk, market risk, credit risk, operational risk, strategic risk, reputation risk, liquidity risk and information safety risk. Please refer to the "Future Prospect" in the section headed "Management Discussion and Analysis" and the "Internal Control and Risk Management" in the section headed "Corporate Governance" of this annual report. 7 Except for "the Company" referred to in the Consolidated Financial Statements. 264 China Life Insurance Company Limited ⚫ 2019 Annual Report • Other Information 中国人寿保险股份有限公司 China Life Insurance Company Limited Office Address: 16 Financial Street, Xicheng District, Beijing, P. R. China Telephone Website Articles of Association of China Life Insurance Company Limited E-mail : www.e-chinalife.com ir@e-chinalife.com TM MIX Paper from FSC www.fsc.org responsible sources FSC™ C007445 : 86-10-63633333 CBIRC Beijing Bureau Securities Law of the People's Republic of China The Stock Exchange of Hong Kong Limited Shanghai Stock Exchange HKSE SSE Company Law Insurance Law Securities Law Articles of Association China or PRC RMB China Life Insurance Company Limited and its subsidiaries Company Law of the People's Republic of China Insurance Law of the People's Republic of China China Life Insurance (Group) Company, the controlling shareholder of the Company China Life Pension Company Limited, a non-wholly owned subsidiary of the Company China Life AMP Asset Management Company Limited, an indirect non-wholly owned subsidiary of the Company China Life Wealth Management Company Limited, an indirect non-wholly owned subsidiary of the Company China Guangfa Bank Co., Ltd., an associate of the Company China Life Property and Casualty Insurance Company Limited, a non-wholly owned subsidiary of CLIC China Life Investment Holding Company Limited, a wholly-owned subsidiary of CLIC China Life Capital Investment Company, an indirect wholly-owned subsidiary of CLIC China Banking and Insurance Regulatory Commission, the predecessors of which are China Insurance Regulatory Commission and China Banking Regulatory Commission Beijing Bureau of the China Banking and Insurance Regulatory Commission China Securities Regulatory Commission China Life Asset Management Company Limited, a non-wholly owned subsidiary of the Company - 2019/10/31 Notification Letter and Change Request Form to Registered Shareholders Notification Letter and Request Form to Non-Registered Shareholders Announcement of Premium Income 53 Announcement - Renewal of Continuing Connected Transactions with AMP 2019/8/22 54 Announcement - Connected Transaction Formation of Partnership - 2019/8/22 55 Summary of Solvency Quarterly Report of Insurance Company (Second Quarter of 2019) 2019/8/22 2019/8/22 56 2019/8/28 Bureau 262 China Life Insurance Company Limited ⚫ 2019 Annual Report • Other Information Serial No. Items Date of disclosure 57 2019 Interim Report Media for the Company's A Share Disclosure 2019/9/9 Cooperation Framework Agreement for Investment Management with Insurance Funds 62 2019/7/23 47 Announcement - Approval of Qualification of Supervisors by the CBIRC Beijing Bureau and Resignation of Supervisors 2019/7/23 48 Announcement - Estimated Profit Increase for the First Half of 2019 2019/7/29 49 Notice of Board Meeting 52 2019/8/12 Announcement of Premium Income 2019/8/15 Announcement of Unaudited Interim Results for the Six Months Ended 30 June 51 2019/8/22 2019 Announcement - Renewal of Continuing Connected Transactions under the 50 2019/10/31 58 60 2019/10/29 68 68 - Announcement – Proposed Amendments to the Articles of Association 2019/10/29 69 59 Summary of Solvency Quarterly Report of Insurance Company (Third Quarter of 2019) 2019 Third Quarter Report 2019/10/29 10 Notice of the First Extraordinary General Meeting 2019 2019/10/31 71 Form of Proxy of Holders of H Shares for use at the First Extraordinary General Meeting 2019 of the Company to be held on Thursday, 19 December 2019 2019/10/31 23 72 Reply Slip of Holders of H Shares 70 59 67 Announcement - Election of Employee Representative Supervisor Notification Letter and Change Request Form to Registered Shareholders Notification Letter and Request Form to Non-Registered Shareholders Announcement of Premium Income 2019/9/9 2019/9/9 2019/9/11 61 Articles of Association of China Life Insurance Company Limited 2019/9/18 62 Announcement of Premium Income 2019/10/23 2019/10/16 Notice of Board Meeting 2019/10/17 64 Announcement - Estimated Profit Increase for the First Three Quarters of 2019 2019/10/18 65 Delay in Dispatch of Circular 2019/10/18 66 63 INFORMATION DISCLOSURE AND PLACE FOR OBTAINING THE REPORT 10 liyh@e-chinalife.com * Ms. Li Yinghui, Securities Representative of the Company, is also the main contact person of the external Company Secretary engaged by the Company CONTACT INFORMATION Name Office Address Telephone Fax Email Board Secretary Li Mingguang International Auditor 86-10-63631241 86-10-66575112 ir@e-chinalife.com Securities Representative Li Yinghui 16 Financial Street, Xicheng District, Beijing, P.R. China 86-10-63631191 16 Financial Street, Xicheng District, Beijing, P.R. China 86-10-66575112 Note: The residual margin is a component of insurance contract reserve, which results in no Day 1 gain at the initial recognition of an insurance contract. The residual margin is set to zero if it is negative. The growth of residual margin arises mainly from new business. As at the end of the Reporting Period, the reserves of insurance contracts of the Company increased by 15.2% from the end of 2018, which is primarily due to the accumulation of insurance liabilities from new policies and renewal business. As at the date of the statement of financial position, the reserves of various insurance contracts of the Company passed the adequacy test. Analysis of claims and policyholder benefits For the year ended 31 December Insurance benefits and claims expenses Life insurance business Investment contract benefits Accident insurance business 12.3% Policyholder dividends resulting from participation in profits RMB million 2019 2018 Health insurance business 684,082 8,466 15.2% 31 December 2019 2,385,407 31 December As at 2018 Change 2,081,822 14.6% 158,800 125,743 26.3% 8,529 2,552,736 Change 0.7% 2,216,031 768,280 509,467 412,876 6.3% Finance costs Administrative expenses Other expenses Statutory insurance fund contribution RMB million 2019 Underwriting and policy acquisition costs 2018 81,396 62,705 29.8% 4,255 4,116 3.4% Change For the year ended 31 December Analysis of underwriting and policy acquisition costs and other expenses During the Reporting Period, insurance benefits and claims expenses rose by 6.3% year on year due to an increase in reserves for insurance liabilities. In particular, health insurance business rose by 26.4% year on year due to health insurance business growth. Investment contract benefits declined by 1.9% year on year due to a decrease in the settlement interest rate of universal insurance accounts. Policyholder dividends resulting from participation in profits increased by 13.9% year on year due to an increase in investment yield from participating account. 427,673 As at 3.6% 75,471 59,689 26.4% 6,323 6,654 -5.0% 9,157 9,332 -1.9% 22,375 19,646 13.9% 479,219 RMB million Health insurance Total of insurance contracts 85.90 86.80 314 6,357 221 6,288 91.10 86.00 42,839 49,511 58,698 11,395 58,287 Policy Persistency Rate (26 months) 2 (%) Policy Persistency Rate (14 months)² (%) 52,189 As at As at 31 December 2019 During the Reporting Period, the Company emphasized its due role of insurance protection, and made great efforts to develop protection-oriented business. The Company accelerated the development of protection- oriented businesses and further diversified its product mix. Out of the top ten insurance products by first-year regular premiums, six were protection-oriented products. The percentage of premiums from designated protection- oriented insurance business in the first-year regular premiums rose by 8.6 percentage points year on year, with an increase in both the number of protection-oriented insurance policies and average premiums per policy. During the Reporting Period, the Company vigorously developed its long-term regular business and its business structure was further optimized. First-year regular premiums amounted to RMB109,416 million, which accounted for 97.89% of long-term first-year premiums, increasing by 7.73 percentage points year on year. In particular, first-year regular premiums with a payment duration of ten years or longer were RMB59,168 million (a year-on-year increase of 42.1%), which accounted for 54.08% of the first-year regular premiums (a year-on-year increase of 14.21 percentage points). Renewal premiums amounted to RMB385,797 million (a year-on-year increase of 5.8%), which accounted for 68.03% of the gross written premiums. During the Reporting Period, with a commitment to high-quality development, the Company achieved a rapid growth in its business value. Value of one year's sales of the Company was RMB58,698 million, an increase of 18.6% year on year. The new business margin of one year's sales of the exclusive individual agent channel and the bancassurance channel increased by 3.2 and 5.1 percentage points year on year, respectively. As at 31 December 2019, embedded value of the Company reached RMB942,087 million, increasing by 18.5% from the end of 2018. The surrender rate ³ was 1.89%, a decrease of 2.80 percentage points year on year. 19 China Life Insurance Company Limited ⚫ 2019 Annual Report Management Discussion and Analysis The Persistency Rate for long-term individual life insurance policy is an important operating performance indicator for life insurance companies. It measures the ratio of in-force policies in a pool of policies after a certain period of time. It refers to the proportion of policies that are still effective during the designated month in the pool of policies whose issue date was 14 or 26 months ago. 2. 1. Numbers may not be additive due to rounding. Notes: 795,052 2.85 942,087 3.03 Number of long-term in-force policies (hundred million) Embedded value 2018 31 December Group insurance channel Including: residual margin Note Bancassurance channel Value of one year's sales¹ 2018 2019 RMB million Key Performance Indicators of 2019 Mr. Zhao Guodong, Mr. Zhan Zhong, Mr. Zhao Peng, Mr. Su Hengxuan, Mr. Li Mingguang, Mr. Ruan Qi, Ms. Yang Hong. From left to right: Gross written premiums 134 China Life Insurance Company Limited ⚫ 2019 Annual Report Management Discussion and Analysis 25 Insurance contracts Life insurance 40,275 Accident insurance (國壽金賬戶兩全保險(萬能型)) 567,086 535,826 Premiums from new policies Net profit attributable to equity holders of the Company 95,148 169,043 Gross investment income 364,678 385,797 Renewal premiums 41,635 59,168 First-year regular premiums with a payment duration of ten years or longer 104,419 109,416 Including: First-year regular premiums 171,148 181,289 Including: Exclusive individual agent channel 37,486 25.6% 9,602 1,163 5. Cash and others include cash, cash at banks, short-term deposits and securities purchased under agreements to resell, etc. China Life Insurance Company Limited 2019 Annual Report Management Discussion and Analysis 27 As at the end of the Reporting Period, among the major types of investments, the percentage of investment in bonds changed to 39.48% from 42.20% as at the end of 2018, the percentage of term deposits changed to 14.98% from 18.02% as at the end of 2018, the percentage of investment in debt-type financial products increased to 11.62% from 11.32% as at the end of 2018, and the percentage of investment in stocks and funds (excluding money market funds) increased to 11.00% from 9.03% as at the end of 2018. The Company's debt-type financial products mainly concentrated on sectors such as transportation, public utilities and energy, and the financing entities were primarily large central-owned enterprises and state- owned enterprises. As at the end of the Reporting Period, over 99% of the debt-type financial products held by the Company had ratings of AAA or above by external rating institutions. In general, the quality of the debt-type financial products invested by the Company was in good condition and the risks were well controlled. Other equity investments include private equity funds, unlisted equities, preference shares, and equity investment plans, etc. Investment income RMB million 2019 2018 Gross investment income Net investment income Net income from fixed-maturity investments Net income from equity investments For the year ended 31 December 4. Funds include equity funds, bond funds and money market funds, etc. In particular, the balances of money market funds as at 31 December 2019 and 31 December 2018 were RMB1,829 million and RMB4,635 million, respectively. 3. Investments in associates and joint ventures 222,983 6.24% 201,661 6.50% Total 3,573,154 100.00% 3,104,014 100.00% Notes: 1. Debt-type financial products include debt investment schemes, equity investment plans, trust schemes, project asset-backed plans, credit asset-backed securities, specialized asset management plans, and asset management products, etc. 2. Other fixed-maturity investments include policy loans, statutory deposits-restricted, and interbank certificates of deposit, etc. Net income from investment properties Investment income from cash and others Share of profit of associates and joint ventures Net realised gains on financial assets 169,043 (1,148) Net investment yield¹ 4.61% 4.64% Gross investment yield² 5.24% 3.29% Notes: 1. Net investment yield = (Net investment income - Interest paid for securities sold under agreements to repurchase)/((Investment assets at the end of the previous year - Securities sold under agreements to repurchase at the end of the previous year + Investment assets at the end of the period - Securities sold under agreements to repurchase at the end of the period)/2) 2. Gross investment yield = (Gross investment income - Interest paid for securities sold under agreements to repurchase)/((Investment assets at the end of the previous year - Securities sold under agreements to repurchase at the end of the previous year - Derivatives financial liabilities at the end of the previous year + Investment assets at the end of the period - Securities sold under agreements to repurchase at the end of the period - Derivatives financial liabilities at the end of the period)/2) In 2019, the Company's net investment income was RMB149,109 million, an increase of RMB16,092 million from 2018 and a year-on-year increase of 12.1%. As the Company increased its allocation in interest-bearing assets such as bonds with long duration, stocks with high dividends and non-standard assets in recent years, although the interest rate fluctuated and trended downwards, the Company's net investment yield remained stable at 4.61%. In the meantime, in respect of the equity investments, the Company followed the long-term investment direction and effectively implemented tactical allocations under the established strategic asset allocation guidance, and the Company's investment income rose significantly. The gross investment income of the Company reached RMB169,043 million, an increase of RMB73,895 million from 2018, and the gross investment yield was 5.24%, an increase of 195 BPs from the end of 2018. The comprehensive investment yield taking into account the current net fair value changes of available-for-sale securities recognised in other comprehensive income was 7.28%, an increase of 418 BPs from the end of 2018. Major investments During the Reporting Period, there was no material equity investment or non-equity investment of the Company that is subject to disclosure requirements. Disposal gains and impairment loss of associates and joint ventures 1.96% (18,278) Net fair value gains through profit or loss 95,148 149,109 133,017 116,254 106,422 22,804 17,776 31 105 861 969 9,159 7,745 1,831 (19,591) 19,251 60,714 1.62% 57,773 2,674,261 74.85% 2,407,236 77.55% 535,260 14.98% 559,341 18.02% 1,410,564 39.48% 1,309,831 42.20% Debt-type financial products¹ 415,024 11.62% Percentage 351,277 Amount As at 31 December 2018 7,642 1,097 During the Reporting Period, the Company achieved significant increase in investment income by constantly enhancing the asset-liability management and optimizing its asset allocation strategies. The Company recorded a gross investment income of RMB169,043 million, a year-on-year increase of 77.7% from 2018. 6.0% During the Reporting Period, underwriting and policy acquisition costs rose by 29.8% year on year due to an increase in the commissions of regular business resulting from the Company's enhanced efforts in business restructuring. Administrative expenses increased by 7.4% year on year as a result of business growth. 26 China Life Insurance Company Limited ⚫ 2019 Annual Report Management Discussion and Analysis Investment Business In 2019, the global economic growth slowed down synchronously, with repeated trade frictions becoming the biggest disturbance factor. The growth of domestic economy slightly slowed down but generally remained stable. The interest rate of the domestic bond market fluctuated and declined within a narrow range, and the stock market saw a significant rise compared to the beginning of 2019. The Company constantly reinforced its asset-liability management and increased the allocation in yield seeking assets and strategic assets. In respect of fixed-income investment, the Company optimized the portfolio structure and accumulated assets with long duration. While grasping opportunities to allocate to traditional fixed-income assets with long duration, it increased allocation to non-standard financial assets and bank capital replenishment instruments, etc. As a result, the Company's investment yields were increased while the credit risk was strictly controlled. In respect of its open market equity investment, the Company achieved satisfactory investment returns through effectively implementing tactical allocations, carrying out rebalancing as appropriate and optimizing the structure of equity holdings. As at the end of the Reporting Period, the Company's investment assets reached RMB3,573,154 million, an increase of 15.1% from the end of 2018. Investment portfolios As at the end of the Reporting Period, our investment assets categorized by investment object are set out as below: RMB million Investment category Fixed-maturity financial assets Term deposits Bonds As at 31 December 2019 Amount Percentage 7.4% 11.32% 313,413 32,640 0.91% 32,854 1.06% Other equity investments4 178,302 4.99% 106,821 3.44% Investment properties 12,141 0.34% 9,747 0.31% Cash and others5 Bank wealth management products Other fixed-maturity investments² 3.42% 3.31% 8.77% 186,787 6.01% Equity financial assets 605,996 16.95% 424,656 13.68% Common stocks 276,604 7.74% 178,710 5.76% Funds³ 118,450 106,271 In 2019, the Company kicked off the "Dingxin Project" under the guidance of "China Life Revitalization" strategy with "Dual Centers and Dual Focuses" as its strategic core. As at the end of the Reporting Period, the Company completed the optimization of its organizational structure 2018 Renewal premiums 385,797 5.8% 23,239▼ ▼4,026 (17.32%) 2.5% 83,865▼ 23,820▼ 2018 2019 First-year regular premiums from bancassurance channel (RMB million) 2018 36,731 (46.35%)▼ 2019 52,200 (62.24%)▼ exclusive individual agent channel (RMB million) ▼5,925 (24.87%) 79,241▼ First-year regular premiums with a payment duration of 10 years or longer First-year regular premiums with a payment 23 China Life Insurance Company Limited ⚫ 2019 Annual Report Management Discussion and Analysis year on year 36.1% Monthly average active insurance planners for long-term business increased by 800 166,000 Sales representatives year on year 34.9% million Monthly average productive agents increased by 1.613 Exclusive individual agents Ci duration of 10 years or longer First-year regular premiums from Bancassurance Channel. In 2019, with an emphasis on regular premium business, the bancassurance channel furthered its business restructuring, with its new business margin of one year's sales of the channel rising constantly. During the Reporting Period, gross written premiums from the bancassurance channel amounted to RMB70,060 million, a decrease of 8.8% year on year. First-year regular premiums were RMB23,820 million, an increase of 2.5% year on year. In particular, first-year regular premiums with a payment duration of ten years or longer were RMB5,925 million (a year-on-year increase of 47.2%), accounting for 24.87% of the first-year regular premiums, a year-on- year increase of 7.55 percentage points. New business margin of one year's sales of the channel reached 23.8%, increasing by 5.1 percentage points year on year. Renewal premiums amounted to RMB44,623 million (a year-on- year increase of 1.9%), accounting for 63.69% of the gross written premiums from this channel, a year-on-year increase of 6.71 percentage points. As at the end of 2019, as a result of strengthening its sales team management and improving sales force quality, the number of sales representatives of the bancassurance channel was 166,000, with the monthly average active insurance planners for long-term business increasing by 36.1% year on year. 22 China Life Insurance Company Limited ⚫ 2019 Annual Report Management Discussion and Analysis Exclusive Individual Agent Channel. In 2019, focusing on business value growth, the exclusive individual agent channel deepened transformation and upgrade in its. sales management, prioritized the growth of protection- oriented business, reinforced coordinated development of business, sales force and day-to-day management, and achieved coordinated growth of business scale and value, with its new business margin of one year's sales 937 763 First-year business of long-term insurance 24,303 31,559 Other Channels¹ 21,268 23,833 Short-term insurance business 1,649 1,995 Renewal business 2,483 2,050 Single First-year regular Group Insurance Channel. In 2019, the group insurance channel consistently deepened business diversification, stepped up efforts to expand key business segments, and achieved rapid development of various businesses. During the Reporting Period, gross written premiums from the group insurance channel were RMB28,846 million, an increase of 9.2% year on year. Short-term insurance premiums from the channel were RMB23,833 million, an increase of 12.1% year on year. The Company actively carried out the pilot program of tax deferred pension insurance business and consistently promoted the tax-advantaged health insurance business. With stricter performance appraisal and seeking for quality enhancement of its sales team, the number of direct sales representatives was 65,500 as at the end of 2019, among which, the number of high-performance representatives reached 45,000. 763 Single In 2019, by consistently focusing on business value growth and accelerating reform and transformation, the Company's core businesses developed at a faster speed with its value of one year's sales rising significantly. With its sales force expanding steadily, quality of the sales force improved constantly. As at the end of 2019, the total number of the Company's sales force reached 1.848 million. The Company's channel premium breakdown was presented based on the separate groups of sales personnel including exclusive individual agent team, group insurance sales representatives, bancassurance sales team and other distribution channels. 2. 1. Other channels mainly include supplementary major medical expenses insurance business, tele-sales, online sales, etc. Notes: 535,826 567,086 Total 21,052 28,293 Short-term insurance business 2,314 2,503 Renewal business 2 935 1,004 Direct sales representatives High-performance representatives Surrender Net increase in investment RMB million Top three insurance products in terms of net increase in investment contract For the year ended 31 December China Life Xin Fu Ying Jia Annuity Insurance, China Life Hong Fu Zhi Zun Annuity Insurance (participating insurance) and China Life Xin Ru Yi Annuity Insurance (platinum version) have been replaced by their upgraded products and are no longer on sale, and the gross written premiums are recorded as renewal premiums. 2. Insurance product 28 China Life Insurance Company Limited ⚫ 2019 Annual Report Management Discussion and Analysis Notes: (國壽鑫如意年金保險(白金版)) 504 Mainly through the channel of exclusive individual agents 21,276 China Life Xin Ru Yi Annuity Insurance (platinum version) 1. Standard premiums were calculated in accordance with the calculation methods set forth in the "Notice on Establishing the Industry Standard of Standard Premiums in the Life Insurance Industry" (Bao Jian Fa [2004] No. 102) and the "Supplementary Notice of the 'Notice on Establishing the Industry Standard of Standard Premiums in the Life Insurance Industry'" (Bao Jian Fa [2005] No. 25) of the former China Insurance Regulatory Commission. China Life Xin Account Endowment Insurance (universal type) (exclusive version) (國壽鑫賬戶兩全保險(萬能型)(尊享版)) Mainly through the channel of exclusive individual agents 3,385 China Life Jin Account Endowment Insurance (universal type) (國壽鑫賬戶兩全保險(萬能型)(鑽石版)) 349 Mainly through the channel of exclusive individual agents (universal type) (diamond version) 7,598 China Life Xin Account Endowment Insurance 157 Mainly through the channel of exclusive individual agents 10,107 value Major sales channel contract 503 Mainly through the channel of exclusive individual agents 21,429 China Life Hong Fu Zhi Zun Annuity Insurance (participating insurance) (國壽鴻福至尊年金保險(分红型))2 premium Gross written China Life Xin Xiang Jin Sheng Annuity Insurance (國壽鑫福贏家年金保險)? China Life Xin Fu Ying Jia Insurance product RMB million For the year ended 31 December Top five insurance products in terms of gross written premium Analysis of major insurance products 24 China Life Insurance Company Limited ⚫ 2019 Annual Report Management Discussion and Analysis The Company actively consolidated internal and external ecological resources, steadily pushed forward its coordinated business development with other subsidiaries of CLIC, carried out market expansion and widened customer base through the strategy of "One Customer, One-stop Service". In 2019, premiums from property insurance cross-sold by the Company increased by 9.4% year on year, whereas new bids of enterprise annuity funds and pension security products of Pension Company cross-sold by the Company grew by 26.7% year on year. Meanwhile, the Company entrusted CGB to sell bancassurance products, with first-year regular premiums for 2019 increasing by 52.8% year on year. The number of new debit cards and credit cards jointly issued by the Company and CGB during the year exceeded one million, which demonstrated the synergy effects of platform operation, positive interaction and mutual benefits to both companies. medical expenses insurance programs, providing services to nearly 400 million people in 31 provinces and cities. It also provided supplementary medical insurance protection for social security in 15 provinces, serving 38 million people, undertook over 600 medical insurance administration projects, covering more than 100 million people, and offered long-term care insurance protection for more than 13 million people. In 2019, the Company saw a faster growth in its online sales business. The Company emphasized product innovation, reinforced quality management and guarded against business risk. To optimize customer experience, the Company provided quick and convenient ways for online insurance application and diversified online services to insurance customers via various models, including direct sales on the Company's official website, integration of both online and offline sales, and collaboration with platform resources. Other Channels. In 2019, gross written premiums from other channels reached RMB31,559 million, an increase of 29.9% year on year. The Company actively developed policy-oriented health insurance businesses, including supplementary major medical expenses insurance, long-term care insurance and supplementary medical insurance for social security, which consistently led the market. As at the end of the Reporting Period, the Company carried out over 230 supplementary major $45,000 Standard premiums from new policies¹ 65,500 37,024 Surrenders (國壽城鄉居民大病團體醫療保險(A型)) Urban Citizens (Type A) Expenses Insurance for Rural and Through other channels 25,757 25,757 China Life Supplementary Major Medical (國壽鑫享金生年金保險(A款)) 140 Mainly through the channel of exclusive individual agents Annuity Insurance (Type A) 10,948 36,345 586 Mainly through the channel of exclusive individual agents Major sales channel Premium breakdown (RMB million) 968 3,487 Single 3.7% 94,834 98,342 First-year regular -5.2% 2,332 106,212 First-year business 2.1% 437,540 446,562 Life Insurance Business Change 100,674 11,378 -79.5% Renewal business 16.6% 9,430 11,000 First-year regular 30.6% 50,705 66,213 First-year business 26.3% 83,614 105,581 Health Insurance Business 4.4% 331,328 345,888 2018 2019 RMB million For the year ended 31 December 2019 Value of one year's sales (RMB million) First-year regular premiums 104,419 Ө 55,330 insurance premiums Short-term 11,399 Single premiums First-year insurance premiums 69,515 Short-term Single premiums 2,358 2019 Renewal premiums 364,678 2018 Single Embedded value (RMB million) As at 31 December 2018 Gross written premiums categorized by business Insurance Business BUSINESS ANALYSIS properly coordinate growth in business scale and value, and optimize its business structure. The health insurance channel focused on professional development. In terms of the investment function, the Company further improved its top-down investment management system in line with the investment value creation chain, including strategic asset allocation, tactical asset allocation, investment management, strengthened risk management in all aspects and investment operation support. In terms of operations, the Company accelerated the integration of front, middle, and back offices, gradually established an integrated intelligent operational system and a precise financial resource allocation system, and started to set up an operation and financial sharing service center. Based on the completion of its organizational restructuring in 2019, the Company will continue to push forward the "Dingxin Project" reforms, further improve its operational and management capabilities, and further promote reform and transformation in sales, investment, product, operations, technology, and human resources. and personnel adjustments and actively explored and established an organizational model and mechanism in line with the Company's strategy. In terms of sales function, a development system of "Yi Ti Duo Yuan" was initially formed, which featured a strengthened individual agent channel at the core of value creation. The Company integrated all sales resources for individual insurance business and consolidated the bancassurance channel's insurance planners, tele-sales and agent channel's upsales teams. By separately managing and operating the general agent team and the new upsales team, which were both supported by the four functions of individual insurance planning, individual insurance operation, training and integrated finance functions, the Company deepened the transformation and upgrade of individual insurance business. In the development of the diversification ("Duo Yuan") system, the Company reinforced and improved the existing advantages of the other channels. The group insurance channel focused on the development of its professional operation capacity. The bancassurance channel would generate business through bank outlets, China Life Insurance Company Limited ⚫ 2019 Annual Report Management Discussion and Analysis 20 Surrender Rate = Surrender payment/(Liability of long-term insurance contracts at the beginning of the period + Premiums of long-term insurance contracts) 3 795,052 ▼ 18.5% 942,087▼ 49,511 ▼ 18.6% 58,698▼ As at 31 December 2019 First-year regular 55,213 33.8% First-year business of long-term insurance 76,841 70,060 Bancassurance Channel 11,835 15,803 23,851 Short-term insurance business 336,676 272 277 Renewal business Single 79,241 316,930 31,881 First-year regular 23,820 3,018 First-year business of long-term insurance 26,404 28,846 Group Insurance Channel 1,175 1,586 Short-term insurance business 43,785 44,623 8,642 31 Renewal business Single 23,239 83,865 79,513 84,142 408,278 Total Renewal business 1.2% 14,231 14,402 1.8% 14,672 14,943 19.6% 32,909 39,368 First-year regular Single First-year business Accident Insurance Business Renewal business 74 14,328 541 567,086 41,275 155 14,076 1.8% 436,621 First-year regular First-year business of long-term insurance Exclusive Individual Agent Channel 2018 2019 RMB million For the year ended 31 December Gross written premiums categorized by channel China Life Insurance Company Limited ⚫ 2019 Annual Report Management Discussion and Analysis 21 During the Reporting Period, by further improving its business structure, gross written premiums from the life insurance business of the Company amounted to RMB446,562 million, rising by 2.1% year on year; gross written premiums from the health insurance business reached RMB105,581 million, rising by 26.3% year on year; and gross written premiums from the accident insurance business were RMB14,943 million, a year-on-year increase of 1.8%. Note: Single premiums in the above table include premiums from short-term insurance business. 5.8% 22.7% 441 535,826 -52.3% regular premiums 109,416 increasing significantly. During the Reporting Period, gross written premiums from the exclusive individual agent channel amounted to RMB436,621 million, an increase of 6.9% year on year. First-year regular premiums from the channel were RMB83,865 million, an increase of 5.8% year on year, which accounted for 99.67% of first- year premiums of long-term insurance. In particular, the percentage of first-year regular premiums with a payment duration of ten years or longer in first-year regular premiums was 62.24%, an increase of 15.89 percentage points year on year. Renewal premiums amounted to RMB336,676 million, an increase of 6.2% year on year. New business margin of one year's sales of the channel reached 45.3%, a year-on-year increase of 3.2 percentage points. In 2019, the sales force of the channel was improved in both quantity and quality, which substantially drove business growth. As at the end of 2019, the number of exclusive individual agents was 1.613 million, an increase of 12.1% from the end of 2018. The quality of the sales force was improved constantly, with the number of monthly average productive agents increasing by 34.9% year on year and the monthly average number of agents selling designated protection-oriented products increasing by 43.8% year on year. As at the end of 2019, the number of upsales agents which were included in the exclusive individual agents reached 577,000, an increase of 42.1% from the end of 2018, outpacing the growth of the exclusive individual agent force as a whole. In 2019, the day-to-day management of the channel was strengthened significantly, with various day-to-day management indicators being improved. As at 31 TECHNOLOGICAL EMPOWERMENT AND OPERATIONS AND SERVICES Technological Empowerment During 2019, the Company kicked off its three-year action plan for the "Technology-driven China Life" initiative in all aspects. It actively applied advanced technologies to empower the whole insurance value chain, constantly strengthened its technological service capabilities to integrate internal resources and connecting with customers, and steadily pushed forward digital transformation to support its high-quality development. Core Business Empowerment and Intelligent Upgrade Sales empowerment and management model upgrade. The Company adopted technologies such as Al, Big Data and Internet of Things to achieve data integration, which help achieve smarter, more accurate and convenient insurance sales. In 2019, the online customer acquisition grew by 47% year on year, and the percentage of online sales force recruitment reached 70%. The Company held online training sessions for new agents with 4.9 million person-times participation. More than 60 million person- times of customers were recommended to the sales team via the intelligent platform, and the ratio of customers who purchased long-term insurance policies increased by five times. Field offices empowerment and equipment upgrade. The application of the "Internet of Things" technology accelerated the real-time interconnection between different field offices and networks as well as the intelligent upgrade of daily office operations. In 2019, the Company added 88,000 sets of intelligent equipment and achieved full digital coverage at Star Field Offices. It deployed more than 2,000 self-service terminals at its service counters across China and set up demonstrative 5G digital field offices in multiple cities. It established a sales command center that covered the entire country and had direct access to the frontline, enabling real-time information transmission and turning its field offices into the digital bases for further services extension. Services empowerment and experience upgrade. The Company continued to advance the application of Al in the fields of underwriting, policy administration, claims settlement, services and risk control. In 2019, the approval rate of individual insurance policies by automatic underwriting was 89.4%, and the number of claims settled automatically in the whole process reached more than 11.3 million. The Company introduced a short-term risk identification model for critical illness insurance with a 91% accuracy rate in identifying risks. It also developed a platform to utilize intelligent technologies to discover and verify suspected money-laundering activities, thus effectively solving the difficulties in identifying and verifying money laundering activities. The Company also stepped up efforts in identifying non-compliance of agents by intelligent means, which enhanced its ability to control sales risks in a practical manner. Establishment of Ecosystem to Integrate Internal Resources and Connect with Customers Cloud-based infrastructure enabling comprehensive upgrade. The Company revamped its IT infrastructure and utilized industry-leading hybrid clouds to achieve the rapid deployment of front office applications and secure storage of back office data, which effectively improved the stability, smoothness and security of the systems. Specifically, resource allocation efficiency and overall access speed increased by ten times and three times, respectively. While substantially expanding the resources of its basic platform, the Company also managed to continually reduce the costs of resources. Roll-out of new digital applications. The Company unveiled component-based plug-in professional service modules and efficiently launched various types of flexibly- combined "light" applications suited to market application scenarios for its users, which promptly responded to regulatory requirements and market demand. A series of innovative applications as represented by cloud video and cloud desktop transformed its traditional office model, and provided readily available, mobile, convenient live- streaming and smart office services for its salespersons and employees across the country, which helped the Company vigorously advance digitalized operations. China Life Insurance Company Limited 2019 Annual Report Management Discussion and Analysis Digital ecosystem featuring openness and sharing. Capitalizing on flexible data and resources, the Company continued to enrich and expand its FinTech ecosystem based on the digital platform, thus continually improving its ability to create value by integrating internal resources and connecting with customers. In 2019, the Company developed more than 1,000 innovative applications based on the platform and cooperated with more than 6,000 institutions to carry out various services and over 40,000 activities, which enriched the Company's insurance- centered ecosystem services. China Life Insurance Company Limited ⚫ 2019 Annual Report Management Discussion and Analysis Operations and Services In 2019, by adhering to the "customer-oriented approach" and the goal of "strengthening efficiency, promoting technology-driven development, achieving value improvements and offering first-class customer experience", the Company developed a three-year action plan for excellent services, pushed forward the construction of a "production, service and control" structure and rolled out the model featuring "multi- point access to the front office, integrated and intelligent headquarters and operation sharing". All these efforts helped promote the Company's operations and services to be more integrated, intelligent and ecosystem-based. Focusing on the market and insurance products being more diversified. In 2019, closely following the market trend and demands of its customers, the Company developed a total of 102 new insurance products, including 23 life insurance products, 43 health insurance products, 27 accident insurance products and 9 annuity insurance products. Among these new products, 89 were protection-oriented products and 13 were long-term savings products. Focusing on integration and customer services being more accessible. The Company improved the integrated financial service ecology and achieved the goal of "One Customer, One China Life" by optimizing its service process throughout the entire service chain. Customers were able to access various financial services provided by CLP&C, Pension Company, CGB, AMP and China Life Insurance (Overseas) Company Limited through the multi-media Customer Contact Center or China Life Insurance APP. Focusing on online services and customer services being more convenient. The Company made a breakthrough in its service capability of online platform as well as digital business processing. The efficiency of claims settlement was improved significantly, with the time required for individual claims payment being shortened by 41% year on year and the direct payment by the Company being provided in more than 15,000 medical institutions. The Company established the industry-leading whole process automatic claims settlement mode, and the rate of automatic claims settlement increased by 41.5 percentage points. Insurance policy service became more convenient with the paperless policy application rate for individual customers reaching 97.8%, an increase of 7.8 percentage points year on year. Policy administration processed online increased by 47% year on year. Focusing on business scenarios and customer services being smarter. The Company provided more differentiated and customized services to customers by advancing the application of Al technology in business scenarios. It launched the Intelligent Underwriting System 2.0, improved its differentiated underwriting policies, applied insurance service records model and launched underwriting Q&A robots, which helped improve the service quality of its sales agents and increased the rate of intelligent underwriting by 5.9 percentage points year on year. With continuous sophisticated training of the Al model, product recommendation to targeted customers reached over 300 million times. The volume of services provided by the online robots increased by 77% year on year. Focusing on demands and services being more customized. By further enhancing high-quality service supply system, the Company maintained a high level of customer satisfaction and loyalty. The Company continued to push forward the upgrading of its services by implementing a project of customer experience improvement, completing a customer experience blueprint and listening to the customers. The Company also launched new models such as "Insurance + Health" and "Insurance + Rescue" and 70 upgraded services such as Policy Loan ("Suixinjie"). The Company widely promoted the "Five Exclusive VIP Services" and organized more than 30,000 value-added service activities of all kinds such as "Little Painters of China Life" and "China Life 700 Running", providing services of over 40 million customer- times. Constantly implementing the strategy of "Inclusive Healthcare" and "Integrated Aged-care". By consolidating the resources of healthcare and medical services, the Company established a healthcare ecosystem covering all life cycles. It created an innovative model for the cooperation between medical and insurance entities with the construction of the online and offline platforms, and promoted application of the claims settlement model that integrated government and businesses in the form of "basic medical insurance + supplemental major medical expenses insurance + commercial insurance." Meanwhile, the Company constantly promoted the development and operation of its "Integrated Aged-care" projects. The opening and operation of the elderly communities of "China Life Caregarden Ya Jing" in Yangcheng Lake, Suzhou and "China Life Caregarden Yi Jing" in Haitang Bay, Sanya was set to provide a boost to the Company in building an integrated financial ecosystem featuring "Financial Insurance + Health Care + Elderly Care". The Company set up the China Life Integrated Aged Care Fund and China Life Jiequan Investment Fund (Inclusive Healthcare Fund II), focusing on companies and funds engaging in inclusive healthcare-related sectors such as healthcare, elderly care, health information management, pharmaceutical production and services, and medical apparatus and instruments production, with a view to further promoting the strategic layout in the retirement service and health care industry. China Life Insurance Company Limited 2019 Annual Report Management Discussion and Analysis 33 PERFORMANCE OF THE CORPORATE SOCIAL RESPONSIBILITY 32 For the performance by the Company of its corporate social responsibility during the Reporting Period, please refer to the full text of the "2019 Environmental, Social and Governance & Social Responsibility Report" ("ESG Report 2019") separately disclosed by the Company on the website of the SSE (http://www.sse.com.cn) and the HKExnews website of the Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk). The specific information on environment is set out in Part 6 of the "ESG Report 2019". Details of structured entities controlled by the Company is set out in the Note 42 in the Notes to the Consolidated Financial Statements in this annual report. Note: For details, please refer to Note 9 and Note 35 in the Notes to the Consolidated Financial Statements in this annual report. Management Company Limited China Life Pension Company Limited China Life Property and Casualty Insurance Company Limited Management and utilization of proprietary funds; acting as agent or trustee for asset management business; consulting business relevant to the above businesses; other asset management business permitted by applicable PRC laws and regulations Group pension insurance and annuity; individual pension insurance and annuity; short-term health insurance; accident insurance; reinsurance of the above insurance businesses; business for the use of insurance funds that are permitted by applicable PRC laws and regulations; pension insurance asset management product business; management of funds in RMB or foreign currency as entrusted by entrusting parties for the retirement benefit purpose; other businesses permitted by the CBIRC Property loss insurance; liability insurance; credit insurance and guarantee insurance; short-term health insurance and accident insurance; reinsurance of the above insurance businesses; business for the use of insurance funds that are permitted by applicable PRC laws and regulations; other business permitted the CBIRC 3,400 70.74% is held by the 5,644 4,084 635 Company, Structured Entities Controlled by the Company and 3.53% is 18,800 40% 91,167 23,330 2,123 China Guangfa Bank Co., Ltd. The businesses approved by the CBIRC include commercial banking businesses such as public and private deposits, loans, payment and settlement, and capital business 19,687 2,632,798 209,564 12,581 held by AMC China Life Asset FUTURE PROSPECT Development Strategies and Business Plans of the Company Other operating assumptions such as mortality, morbidity, lapses and expenses are based on the Company's recent operating experience and expected future outlook. SUMMARY OF RESULTS The embedded value as at 31 December 2019, the value of one year's sales for the 12 months ended 31 December 2019, and the corresponding results as at 31 December 2018 are shown below: Components of Embedded Value and Value of One Year's Sales RMB million 31 December ITEM A Adjusted Net Worth 2019 31 December 2018 482,793 Economic assumptions: The calculations are based upon assumed corporate tax rate of 25% for all years. The investment return is assumed to be 5% per annum. 14% grading to 18% (remaining level thereafter) of the investment return is assumed to be exempt from income tax. The investment return and tax exempt assumptions are based on the Company's strategic asset mix and expected future returns. The risk-adjusted discount rate used is 10% per annum. 386,054 509,515 454,786 C Cost of Required Capital (50,220) (45,788) D Value of In-Force Business after Cost of Required Capital (B + C) 459,295 408,998 E Embedded Value (A + D) F Value of One Year's Sales before Cost of Required Capital G Cost of Required Capital B Value of In-Force Business before Cost of Required Capital Industry Landscape and Development Trends The life insurance industry in China is still at an important stage full of strategic opportunities, with high-quality development as the main theme. Although the global economic growth has continued to slow down, the basic trend of the Chinese economy maintaining stable growth towards long-term sound development remains unchanged. In 2019, China's per capita GDP exceeded USD10,000 for the first time, and the demand of people for insurance protection is increasing. In the meantime, with the gradual increase in urbanization rate and the further promotion of a "Healthy China" strategy, there will continue to be enormous potential for the development of the life insurance industry. As the insurance regulator sets explicit requirements and goals for promoting the high-quality development of the insurance industry, it is expected to see further acceleration in high-quality development of this industry. With the full opening of the insurance market, the entities offering insurance services will become more diversified and market competition will further increase, which will help improve consumer experience and promote the sustainable and healthy development of the industry. As insurance companies have promoted the application of information technology in areas such as sales, management and services, it is set to accelerate the digital transformation of the insurance industry. ASSUMPTIONS PREPARATION AND REVIEW In 2020, the Company will take high-quality development as its fundamental requirement, adhere to the overall keynote of making progress with stability, and take "Dual Centers and Dual Focuses" as its strategic core. The Company will uphold the operational guideline of "prioritizing business value, strengthening sales force, achieving stable growth, upgrading technology, optimizing services, and guarding against risks". The Company will strengthen its efforts to create value, modernize corporate governance, and vigorously implement the "Dingxin. Project". It will step up efforts to develop its protection- oriented business and long-term savings business, push forward the transformation and upgrade of sales force, improve operations and services capabilities, strengthen technological empowerment, enhance the management of assets and liabilities, firmly maintain the bottom line of risks management and control, and ensure that substantive progress is achieved in the implementation of various strategic arrangements of "China Life Revitalization" so as to lay a solid foundation for building a world-class life insurance company. Potential Risks Currently, the global economic growth has continued to slow down and is still at the stage of in-depth adjustments following the international financial crisis. The global landscape is changing rapidly, with a growing number of new sources of turmoil and risks worldwide. China is going through a critical stage in transforming its development model, optimizing economic structure and switching the driving force for growth. With the intertwining of structural, institutional and cyclical problems and the growing impact of the "three-stage superposition", the Chinese economy faces increasing downward pressure. The outbreak of COVID-19 in early 2020 will have an impact on the Company's business in the short term. The Company has taken various measures to ensure the orderly operation of its business. The Chinese economy is highly resilient and has enormous potential. The Company will continue to stay alert and actively respond to any impacts associated with the outbreak. In 2020, the Company will continue to enhance its analysis on complex risk factors and strive to push forward its high-quality development. The Company expects that it will have sufficient capital to meet its insurance business expenditures and new. general investment needs in 2020. At the same time, the Company will make corresponding financing arrangements based on capital market conditions to further implement its future business development strategies. 34 China Life Insurance Company Limited ⚫ 2019 Annual Report Management Discussion and Analysis EMBEDDED VALUE BACKGROUND China Life Insurance Company Limited prepares financial statements to public investors in accordance with the relevant accounting standards. An alternative measure of the value and profitability of a life insurance company can be provided by the embedded value method. Embedded value is an actuarially determined estimate of the economic value of the life insurance business of an insurance company based on a particular set of assumptions about future experience, excluding the economic value of future new business. In addition, the value of one year's sales represents an actuarially determined estimate of the economic value arising from new life insurance business issued in one year based on a particular set of assumptions about future experience. China Life Insurance Company Limited believes that reporting the Company's embedded value and value of one year's sales provides useful information to investors in two respects. First, the value of the Company's in-force business represents the total amount of shareholders' interest in distributable earnings, in present value terms, which can be expected to emerge over time, in accordance with the assumptions used. Second, the value of one year's sales provides an indication of the value. created for investors by new business activity based on the assumptions used and hence the potential of the business. However, the information on embedded value and value of one year's sales should not be viewed as a substitute of financial measures under the relevant accounting basis. Investors should not make investment decisions based solely on embedded value information and the value of one year's sales. The embedded value and the value of one year's sales were prepared by China Life Insurance Company Limited in accordance with the "CAA Standards of Actuarial Practice: Appraisal of Embedded Value" issued by the China Association of Actuaries ("CAA") in November 2016. Willis Towers Watson, an international firm of consultants, performed a review of China Life's embedded value. The review statement from Willis Towers Watson is contained in the "Willis Towers Watson's review opinion report on embedded value" section. It is important to note that actuarial standards with respect to the calculation of embedded value are still evolving. There is still no universal standard which defines the form, calculation methodology or presentation format of the embedded value of an insurance company. Hence, differences in definition, methodology, assumptions, accounting basis and disclosures may cause inconsistency when comparing the results of different companies. The values shown below do not consider the future. financial impact of transactions between the Company and CLIC, CLI, AMC, Pension Company, CLP&C, and etc. China Life Insurance Company Limited 2019 Annual Report Embedded Value 35 DEFINITIONS OF EMBEDDED VALUE AND VALUE OF ONE YEAR'S SALES The embedded value of a life insurer is defined as the sum of the adjusted net worth and the value of in-force business allowing for the cost of required capital. "Adjusted net worth" is equal to the sum of: Net assets, defined as assets less corresponding policy liabilities and other liabilities valued; and • Net-of-tax adjustments for relevant differences between the market value and the book value of assets, together with relevant net-of-tax adjustments to certain liabilities. The market value of assets can fluctuate significantly over time due to the impact of the prevailing market environment. Hence the adjusted net worth can fluctuate significantly between valuation dates. The "value of in-force business" and the "value of one year's sales" are defined here as the discounted value of the projected stream of future shareholders' interest in distributable earnings for existing in-force business at the valuation date and for one year's sales in the 12 months immediately preceding the valuation date. The value of in-force business and the value of one year's sales have been determined using a traditional deterministic discounted cash flow methodology. This methodology makes implicit allowance for the cost of investment guarantees and policyholder options, asset/ liability mismatch risk, credit risk, the risk of operating experience's fluctuation and the economic cost of capital through the use of a risk-adjusted discount rate. Also, the calculation of embedded value and value of one year's sales involves substantial technical complexity and estimates can vary materially as key assumptions are changed. Therefore, special care is advised when interpreting embedded value results. 942,087 1,286 11,914 The Company's cash and bank deposits can provide it with a source of liquidity to meet normal cash outflows. As at the end of the Reporting Period, the balance of cash and cash equivalents was RMB53,306 million. In addition, the vast majority of the Company's term deposits in banks allow it to withdraw funds on deposits, subject to a penalty interest charge. As at the end of the Reporting Period, the amount of term deposits was RMB535,260 million. The Company's investment portfolio also provides it with a source of liquidity to meet unexpected cash outflows. The Company is also subject to market liquidity risk due to the large size of its investments in some of the markets. In some circumstances, some of its holdings of investment securities may be large enough to have an influence on the market value. These factors may adversely affect the Company's ability to sell these investments or sell them at a fair price. Liquidity uses The Company's principal cash outflows primarily relate to the payables for the liabilities associated with its various life insurance, annuity, accident insurance and health insurance products, operating expenses, income taxes and dividends that may be declared and paid to its equity holders. Cash outflows arising from its insurance activities primarily relate to benefit payments under these insurance products, as well as payments for policy surrenders, withdrawals and policy loans. The Company believes that its sources of liquidity are sufficient to meet its current cash requirements. China Life Insurance Company Limited 2019 Annual Report Management Discussion and Analysis 29 Consolidated cash flows The Company has established a cash flow testing system, and conducts regular tests to monitor the cash inflows and outflows under various scenarios and adjusts the asset portfolio accordingly to ensure sufficient sources of liquidity. For the year ended 31 December 2019 The Company's cash inflows mainly come from insurance premiums, income from non-insurance contracts, interest income, dividends and bonus, and proceeds from sale and maturity of investment assets. The primary liquidity risks with respect to these cash inflows are the risk of surrender by contract holders and policyholders, as well as the risks of default by debtors, interest rate fluctuations and other market volatilities. The Company closely monitors and manages these risks. 2018 RMB million Main Reasons for Change Net cash inflow/(outflow) from operating activities 286,032 147,552 93.9% A decrease in surrender payments and maturity payments Net cash inflow/(outflow) from investing activities (247,515) (238,373) Change 3.8% Liquidity sources During the Reporting Period, due to an increase in gross investment income, profit before income tax from the life insurance business increased by 2,502.3% year on year, profit before income tax from the health insurance business increased by 43.3% year on year, profit before income tax from the accident insurance business basically remained flat compared to 2018, and profit before income tax from other businesses increased by 43.1% year on year. ANALYSIS OF SPECIFIC ITEMS Profit before Income Tax For the year ended 31 December Profit before income tax Life insurance business Health insurance business Accident insurance business Other businesses 2019 2018 RMB million Change 59,795 Analysis of Cash Flows 13,921 42,418 1,630 2,502.3% 5,875 4,100 43.3% 489 11,013 495 -1.2% 7,696 43.1% 329.5% 10,354 The needs for investment management (36,075) 761,367 356,953 303,872 266.71% 250.55% 276.53% 250.56% The China Risk Oriented Solvency System was formally implemented on 1 January 2016. This table is compiled according to the rules of the system. As at the end of the Reporting Period, the Company's comprehensive solvency ratio increased by 25.97 percentage points from the end of 2018, which was due to an increase in gross investment income, improvement of business structure and the issuance of capital supplemental bonds of RMB35 billion. Sale of Material Assets and Equity During the Reporting Period, there was no sale of material assets and equity of the Company. 987,067 30 Major Subsidiaries and Associates of the Company Company Name Major Business Scope RMB million Registered Capital Shareholding Total Assets Net Assets Net Profit 4,000 60% China Life Insurance Company Limited ⚫ 2019 Annual Report Management Discussion and Analysis Net cash inflow/(outflow) from financing activities 761,353 2018 92,963 N/A The needs for liquidity management Foreign exchange gains/(losses) on cash and cash equivalents 55 81 -32.1% Net increase/(decrease) in cash and cash equivalents 2,497 2,223 12.3% 952,030 Solvency Ratio adequacy of the core capital of an insurance company. The comprehensive solvency ratio is the ratio of the sum of core capital and supplementary capital to minimum capital, which reflects the overall capital adequacy of an insurance company. The following table shows our solvency ratios as at the end of the Reporting Period: Core capital Actual capital Minimum capital Core solvency ratio Comprehensive solvency ratio Note: RMB million As at 31 December 31 December 2019 An insurance company shall have the capital commensurate with its risks and business scale. According to the nature and capacity of loss absorption by capital, the capital of an insurance company is classified into the core capital and the supplementary capital. The core solvency ratio is the ratio of core capital to minimum capital, which reflects the 795,052 43.686% 54,728 795,052 RMB million 2) Items B through J are explained below: Notes: 1) Numbers may not be additive due to rounding. K Embedded Value as at 31 December 2019 (sum A through J) Other Shareholder Dividend Distribution and Capital Injection H Exchange Gains or Losses G Market Value and Other Adjustments F Methodology, Model and Assumption Changes E Investment Experience Variance C Value of New Business in the Period D Operating Experience Variance A Embedded Value at the Start of Year B Expected Return on Embedded Value ITEM Analysis of Embedded Value Movement in 2019 The following analysis tracks the movement of the embedded value from the start to the end of the Reporting Period: MOVEMENT ANALYSIS China Life Insurance Company Limited 2019 Annual Report Embedded Value 37 FYP (First Year Premium) is the written premium used for calculation of the value of one year's sales and APE (Annual Premium Equivalent) is calculated as the sum of 100 percent of first year regular premiums and 10 percent of single premiums. 0.9% 24.3% 66,625 58,698 128 31,906 63,745 38 China Life Insurance Company Limited 2019 Annual Report Embedded Value Other miscellaneous items. J | Reflects dividends distributed to shareholders during 2019. Reflects the gains or losses due to changes in exchange rate. H G Change in the market value adjustment from the beginning of year 2019 to 31 December 2019 and other adjustments. Reflects the effects of appraisal methodology and model enhancement, and assumption changes. F 23.8% 0.6% Compares actual with expected investment returns during 2019. Reflects the difference between actual operating experience in 2019 (including mortality, morbidity, lapse, and expenses etc.) and the assumptions. Value of one year's sales for the 12 months ended 31 December 2019. C B Reflects expected impact of covered business, and the expected return on investments supporting the 2019 opening net worth. 942,087 (1,781) (4,916) 198 3,023 (6,846) E 18.7% 0.8% D 23.8% 52,189 2018 31 December 31 December 2019 RMB million Note: Numbers may not be additive due to rounding. Total Group Insurance Channel Bancassurance Channel Exclusive Individual Agent Channel Channel Value of One Year's Sales by Channel VALUE OF ONE YEAR'S SALES BY CHANNEL 36 China Life Insurance Company Limited 2019 Annual Report Embedded Value Note: Numbers may not be additive due to rounding. 49,511 58,698 H Value of One Year's Sales after Cost of Required Capital (F + G) (5,218) 0.6% (5,047) 42,839 6,288 The value of one year's sales for the 12 months ended 31 December 2019 by channel is shown below: 221 58,698 45.3% 42.2% 6,357 42.2% 45.3% 2018 2019 2019 31 December 31 December 31 December 2018 Bancassurance Channel 31 December Channel Exclusive Individual Agent Channel The new business margin of one year's sales for the 12 months ended 31 December 2019 by channel is shown below: New Business Margin of One Year's Sales by Channel Group Insurance Channel 314 Note: By FYP 49,511 By APE Asset Management Agreement between CLIC and AMC Since 30 November 2003, CLIC and AMC have from time to time entered into asset management agreements. The renewed agreement between the parties expired on 31 December 2018. On 29 December 2018, CLIC and AMC entered into the 2019-2021 asset management agreement, with an entrustment term from 1 January 2019 to 31 December 2021. Pursuant to the agreement, AMC agreed to invest and manage assets entrusted to it by CLIC, on a discretionary basis, subject to the investment guidelines and instructions given by CLIC. In consideration of AMC's services in respect of investing and managing assets entrusted to it by CLIC under the agreement, CLIC agreed to pay AMC a service fee. For details as to the method of calculation of the service fee, please refer to Note 35 in the Notes to the Consolidated Financial Statements. The annual caps for the three years ending 31 December 2021 are RMB320 million, RMB310 million and RMB300 million, respectively. 5 The 2020-2022 framework agreement renewed by the Company and Chongqing Trust was subject to the reporting, announcement and annual review requirements but were exempt from the independent shareholders' approval requirement under Chapter 14A of the Listing Rules. The Company has performed its disclosure obligation by way of announcement in respect of the transactions contemplated thereunder for the years from 2020 to 2022. 42 China Life Insurance Company Limited 2019 Annual Report Significant Events For the year ended 31 December 2019, CLIC paid AMC a service fee of RMB89.27 million. 31 December 2020 service fee, floating management fee, performance- based bonus and real estate operation management fee in respect of the investment and management services provided by CLI to the Company. For details as to the method of calculation of the investment management service fee, floating management fee, performance- based bonus and real estate operation management fee, please refer to Note 35 in the Notes to the Consolidated Financial Statements. In addition, the assets entrusted by the Company to CLI will also be partially used for the subscription of the related financial products established and issued by CLI or of which CLI has participated in the establishment and issuance, and such related financial products will be limited to infrastructure investment schemes and project asset-backed schemes. Since 22 March 2013, the Company and CLI have from time to time entered into asset management agreements for alternative investments. The renewed agreement between the parties expired on 31 December 2018. As approved by the 2017 Annual General Meeting of the Company, the Company and CLI entered into the 2019 asset management agreement for alternative investments on 31 December 2018. Such agreement took effect from 1 January 2019, with a term of two years. Unless a party serves the other party a written notice for non-renewal prior to 90 working days before the expiry date of the agreement, the agreement will be automatically renewed for one year from the expiry date thereof. Pursuant to the agreement, CLI agreed to invest and manage assets entrusted to it by the Company (including equity, real estate, related financial products and quasi-securitization financial products), on a discretionary basis, within the scope of utilization of insurance funds as specified by regulatory authorities and in accordance with the requirements of applicable laws and regulations and the investment guidelines given by the Company, and the Company agreed to pay CLI the investment management For the three years ending 31 December 2021, the annual caps on the contractual amount of assets newly entrusted by the Company to CLI for investment and management, as well as the annual caps on the amount of the investment management service fee, floating management fee, performance-based bonus and real estate operation management service fee payable by the Company to CLI are as follows: For the year ended 31 December 2019 For the year ended 31 December 2019, the Company paid AMC a service fee of RMB1,352.57 million. For the year ending For the year ending Asset Management Agreement for Alternative Investments between the Company and CLI Since 30 November 2003, the Company and AMC have from time to time entered into asset management agreements. The renewed agreement between the parties expired on 31 December 2018. On 28 December 2018, the Company and AMC entered into the 2019-2021 asset management agreement, with a term of three years from 1 January 2019 to 31 December 2021. Pursuant to the agreement, AMC agreed to invest and manage assets entrusted to it by the Company, on a discretionary basis, within the scope granted by the Company and in accordance with the requirements of applicable laws and regulations, regulatory requirements and the investment guidelines given by the Company. In consideration of AMC's services in respect of investing and managing various categories of assets entrusted to it by the Company under the agreement, the Company agreed to pay AMC a service fee. For details as to the method of calculation of the service fee, please refer to Note 35 in the Notes to the Consolidated Financial Statements. The annual cap for the three years ending 31 December 2021 is RMB2,000 million. China Life Insurance Company Limited 2019 Annual Report Significant Events Asset Management Agreements MATERIAL LITIGATIONS OR ARBITRATIONS During the Reporting Period, the Company was not involved in any material litigation or arbitration. 31 December 2021 MAJOR CONNECTED TRANSACTIONS Continuing Connected Transactions During the Reporting Period, the following continuing connected transactions were carried out by the Company pursuant to Rule 14A.76(2) of the Rules Governing the Listing of Securities on the HKSE (the "Listing Rules"), including the policy management agreement between the Company and CLIC, the asset management agreement between the Company and AMC, the insurance sales framework agreement between the Company and CLP&C, the framework agreements entered into by CLWM with CLIC, CLP&C, CLI, Pension Company and China Life E-commerce Company Limited ("CLEC"), respectively, the framework agreement between CLI and AMP4, the framework agreements entered into by Chongqing 4 International Trust Inc. ("Chongqing Trust") with CLWM and AMC, respectively, and the framework agreement between the Company and China Life Capital. These continuing connected transactions were subject to the reporting, announcement and annual review requirements but were exempt from the independent shareholders' approval requirement under the Listing Rules. CLIC, the controlling shareholder of the Company, holds 60% of the equity interest in CLP&C and 100% of the equity interest in each of CLI, CLEC and China Life Capital. Therefore, each of CLIC, CLP&C, CLI, CLEC and China Life Capital constitutes a connected person of the Company. AMC is held as to 60% and 40% by the Company and CLIC, respectively, and is therefore a connected subsidiary of the Company. Each of CLWM and AMP is a subsidiary of AMC, and is therefore a connected subsidiary of the Company. Chongqing Trust is an associate of CLIC and CLP&C by virtue of its acting as the trustee of a trust scheme of which CLP&C is a beneficiary, and is therefore also a connected person of the Company pursuant to Rule 14A.13(2) of the Listing Rules. The 2020-2022 framework agreement renewed by CLI and AMP was subject to the reporting, announcement, annual review and independent shareholders' approval requirements under Chapter 14A of the Listing Rules, and the transactions contemplated thereunder for the years from 2020 to 2022 have been approved by the independent shareholders of the Company. 41 During the Reporting Period, the continuing connected transactions carried out by the Company that were subject to the reporting, announcement, annual review and independent shareholders' approval requirements under Chapter 14A of the Listing Rules included the framework agreements entered into by AMP with the Company, Pension Company, CLIC and CLP&C, respectively, the asset management agreement for alternative investments between the Company and CLI, and the "Framework Agreement in relation to the Subscription and Redemption of Trust Products and Other Daily Transactions" between the Company and Chongqing Trust 5. Such agreements and the transactions thereunder have been approved by the independent shareholders of the Company. During the Reporting Period, the Company also carried out certain continuing connected transactions, including the asset management agreement between CLIC and AMC, and the framework agreement between the Company and CLWM, which were exempt from the reporting, announcement, annual review and independent shareholders' approval requirements under Chapter 14A of the Listing Rules. The Company has complied with the disclosure requirements under Chapter 14A of the Listing Rules in respect of the above continuing connected transactions. When conducting the above continuing connected transactions during the Reporting Period, the Company has followed the pricing policies and guidelines formulated at the time when such transactions were entered into. Policy Management Agreement Since 30 September 2003, the Company and CLIC have from time to time entered into policy management agreements. The renewed agreement between the parties expired on 31 December 2017. The Company and CLIC entered into the 2018 policy management agreement on 26 December 2017, with a term from 1 January 2018 to 31 December 2020. Pursuant to the agreement, the Company will continue to accept CLIC's entrustment to provide policy administration services relating to the non-transferred policies. For details as to the method of calculation of the service fee, please refer to Note 35 in the Notes to the Consolidated Financial Statements. The annual cap for the three years ending 31 December 2020 is RMB708 million. For the year ended 31 December 2019, the service fee paid by CLIC to the Company amounted to RMB574.58 million. Asset Management Agreement between the Company and AMC Amount of Assets Newly Entrusted for Investment and Management during the Period the annual caps of the sales commission fee and client maintenance fee payable by AMP are RMB700 million, RMB800 million and RMB900 million, respectively; the annual caps of the management fee (including the performance-based fee) payable by the Company for the asset management for specific clients are RMB300 million, RMB400 million and RMB500 million, respectively; and the annual cap of the fees for other daily transactions is RMB100 million. (including the amount for the subscription of the related financial products: 100,000) 200,000 As approved by the First Extraordinary General Meeting 2019 of the Company, the 2020-2022 framework agreement was entered into between the Company and AMP on 31 December 2019 for a term of three years from 1 January 2020 to 31 December 2022. Pursuant to the agreement, the Company and AMP will continue to conduct certain daily transactions, including the subscription and redemption of fund products, sales agency services, asset management for specific clients and other daily transactions permitted by laws and regulations. Pricing of the transactions under the agreement shall be determined by the parties through arm's length negotiations with reference to industry practices. For the three years ending 31 December 2022, the annual cap of the subscription price and corresponding subscription fee for the subscription of fund products is RMB72,600 million; the annual cap of the redemption price and corresponding redemption fee for the redemption of fund products is RMB72,600 million; For the year ended 31 December 2019, the subscription price and corresponding subscription fee for the subscription of fund products were RMB20,475.00 million, the redemption price and corresponding redemption fee for the redemption of fund products were RMB7,951.54 million, the sales commission fee and client maintenance fee paid by AMP were RMB0.87 million, the management fee and performance-based fee paid by the Company for the asset management for specific clients were RMB31.20 million, and the fees for other daily transactions were RMB6.68 million. Framework Agreement between Pension Company and AMP Pension Company and AMP entered into the "Framework Agreement in relation to Subscription and Redemption of Fund Products, Sale of Funds and Other Daily Transactions" on 4 September 2014. The agreement expired on 31 December 2016. As approved by the First Extraordinary General Meeting 2016 of the Company, the 2017-2019 framework agreement was entered into between Pension Company and AMP on 23 December 2016 for a term of three years from 1 January 2017 to 31 December 2019. Pursuant to the agreement, Pension Company and AMP would continue to conduct certain daily transactions, including the subscription and redemption of fund products, sales agency services, asset management for specific clients and other daily. transactions permitted by laws and regulations. Pricing of the transactions under the agreement shall be determined by the parties through arm's length negotiations with reference to industry practices. For the three years ended 31 December 2019, the annual cap of the subscription price and corresponding subscription fee for the subscription of fund products is RMB10,000 million; the annual cap of the redemption price and corresponding redemption fee for the redemption of fund products was RMB10,000 million; the annual cap of the sales commission fee and client maintenance fee payable by AMP was RMB100 million; the annual cap of the management fee and performance-based fee payable by Pension Company for the asset management for specific clients was RMB100 million; and the annual cap of the fees for other daily transactions was RMB100 million. China Life Insurance Company Limited ⚫ 2019 Annual Report • Significant Events 45 Pension Company and AMP originally intended to enter into the 2020-2022 framework agreement by 31 December 2019 to renew the 2017-2019 framework agreement, and the 2020-2022 framework agreement has been approved by the First Extraordinary General Meeting 2019 of the Company. However, due to the adjustment of business arrangement, it is expected that Pension Company and AMP will not enter into the 2020-2022 framework agreement. For the year ended 31 December 2019, the subscription price and corresponding subscription fee for the subscription of fund products were RMB1,426.49 million, the redemption price and corresponding redemption fee for the redemption of fund products were RMB1,403.22 million, the sales commission fee and client maintenance fee paid by AMP were RMB0 million, the management fee and performance-based fee paid by Pension Company for the asset management for specific clients were RMBO million, and the fees for other daily transactions were RMBO million. Framework Agreement between CLIC and AMP CLIC and AMP entered into the "Framework Agreement in relation to Subscription and Redemption of Fund Products" on 30 May 2014. The agreement expired on 31 December 2016. As approved by the First Extraordinary General Meeting 2016 of the Company, the 2017-2019 framework agreement was entered into between CLIC and AMP on 16 December 2016 for a term of three years from 1 January 2017 to 31 December 2019. Pursuant to the agreement, CLIC and AMP would continue to conduct certain daily transactions, including the subscription and redemption of fund products and asset management for specific clients. Pricing of the transactions under the agreement shall be determined by the parties through arm's length negotiations with reference to industry practices. For the three years ended 31 December 2019, the annual cap of the subscription price and corresponding subscription fee for the subscription of fund products was RMB10,000 million; the annual cap of the redemption price and corresponding redemption fee for the redemption of fund products was RMB10,000 million; and the annual cap of the management fee and performance- based fee payable by CLIC for the asset management for specific clients was RMB100 million. As approved by the First Extraordinary General Meeting 2019 of the Company, the 2020-2022 framework agreement was entered into between CLIC and AMP on 6 September 2019 for a term of three years from 1 January 2020 to 31 December 2022. Pursuant to the agreement, CLIC and AMP will continue to conduct certain daily transactions, including the subscription and redemption of fund products and private asset management. Pricing of the transactions under the agreement shall be determined by the parties through arm's length negotiations with reference to industry practices. For the three years ending 31 December 2022, the annual cap of the subscription price and corresponding subscription fee for the subscription of fund products is RMB10,000 million; the annual cap of the redemption price and corresponding redemption fee for the redemption of fund products is RMB10,000 million; and the annual cap of the management fee (including the performance-based fee) payable by CLIC for the private asset management is RMB100 million. For the year ended 31 December 2019, the subscription price and corresponding subscription fee for the subscription of fund products were RMB1,100.00 million, the redemption price and corresponding redemption fee for the redemption of fund products were RMB1,430.66 million, and the management fee and performance-based fee paid by CLIC for the asset management for specific clients were RMB22.96 million. Framework Agreement between CLP&C and AMP CLP&C and AMP entered into the "Cooperation Framework Agreement" on 6 June 2014. The agreement expired on 31 December 2016. As approved by the First Extraordinary General Meeting 2016 of the Company, the 2017-2019 framework agreement was entered into between CLP&C and AMP on 22 December 2016 for a term of three years from 1 January 2017 to 31 December 2019. Pursuant to the agreement, CLP&C and AMP would continue to conduct certain daily transactions, including the subscription and redemption of fund products, sales agency services, asset management for specific clients and other daily transactions permitted by laws. and regulations. Pricing of the transactions under the agreement shall be determined by the parties through arm's length negotiations with reference to industry practices. For the three years ended 31 December 2019, the annual cap of the subscription price for the fund products was RMB10,000 million; the annual cap of the redemption price for the fund products was RMB10,000 million; the annual cap of the subscription fee for the fund products was RMB100 million; the annual cap of the redemption fee for the fund products was RMB100 million; the annual cap of the sales commission fee and client maintenance fee payable by AMP was RMB100 million; the annual cap of the management fee and performance-based fee payable by CLP&C for the asset management for specific clients was RMB100 million; and the annual cap of the fees for other daily transactions was RMB100 million. SIGNIFICANT EVENTS Framework Agreement between the Company and AMP The Company and AMP entered into the "Framework Agreement in relation to Subscription and Redemption of Fund Products, Sale of Funds, Asset Management for Specific Clients and Other Daily Transactions" on 30 May 2014. The agreement expired on 31 December 2016. As approved by the First Extraordinary General Meeting 2016 of the Company, the 2017-2019 framework agreement was entered into between the Company and AMP on 30 December 2016 for a term of three years from 1 January 2017 to 31 December 2019. Pursuant to the agreement, the Company and AMP would continue to conduct certain daily transactions, including the subscription and redemption of fund products, sales agency services, asset management for specific clients and other daily transactions permitted by laws and regulations. Pricing of the transactions under the agreement shall be determined by the parties through arm's length negotiations with reference to industry practices. For the three years ended 31 December 2019, the annual cap of the subscription price and corresponding subscription fee for the subscription of fund products was RMB72,600 million; the annual cap of the redemption price and corresponding redemption fee for the redemption of fund products was RMB72,600 million; the annual caps of the sales commission fee and client maintenance fee payable by AMP were RMB700 million, RMB800 million and RMB900 million, respectively; the annual caps of the management fee and performance-based fee payable by the Company for the asset management for specific clients were RMB300 million, RMB400 million and RMB500 million, respectively; and the annual cap of the fees for other daily transactions was RMB100 million. Framework Agreements with AMP 44 China Life Insurance Company Limited 2019 Annual Report Significant Events For the year ended 31 December 2019, CLP&C paid the Company an agency service fee of RMB2,297.42 million. (including the amount for the subscription of the related financial products: 100,000) 200,000 (including the amount for the subscription of the related financial products: 100,000) Amount of the Investment Management Service Fee, Floating Management Fee, Performance-based Bonus and Real Estate Operation Management Service Fee (RMB million or its equivalent in foreign currency) 1,391 1,982 2,266 (including the Amount for Subscription of the Related Financial Products) (RMB million or its equivalent in foreign currency) 200,000 China Life Insurance Company Limited ⚫ 2019 Annual Report • Significant Events The above amount of assets entrusted by the Company to CLI for investment and management for the year ended 31 December 2019 would also include the amount of subscription of the fund products by the Company under the cooperation framework agreement for investment management with insurance funds between the Company and China Life Capital for the year ended 31 December 2019 (for details, please refer to the section headed "Cooperation Framework Agreement for Investment Management with Insurance Funds between the Company and China Life Capital" below). For the year ended 31 December 2019, the investment management service fee, floating management fee, performance-based bonus and real estate operation management service fee paid by the Company to CLI amounted to RMB652.75 million, and the contractual amount of assets newly entrusted by the Company to CLI for investment and management was RMB13,110.00 million. For the year ended 31 December 2019, the amount for the subscription of the related financial products established and issued by CLI or of which CLI had participated in the establishment and issuance was RMB13,110.00 million. Cooperation Framework Agreement for Investment Management with Insurance Funds between the Company and China Life Capital The Company entered into the "Cooperation Framework Agreement for Investment Management with Insurance Funds" with China Life Capital on 7 June 2018, with a term from 7 June 2018 to 31 December 2019. Pursuant to the agreement, the Company would subscribe in the capacity of the limited partner for the fund products of which China Life Capital or any of its subsidiaries served (individually and jointly with third parties) as the general partner, and/or the fund products of which China Life Capital served as the manager (including the fund manager and co-manager). For the two years ended 31 December 2019, the annual cap for the subscription by the Company in the capacity of the limited partner of the fund products of which China Life Capital or any of its subsidiaries served as the general partner was RMB5,000 million, and the annual caps for the management fee charged by China Life Capital as the general partner or the manager of the fund products were RMB150 million and RMB200 million, respectively. The Company entered into the 2020-2022 framework agreement with China Life Capital on 31 December 2019, with a term from 1 January 2020 to 31 December 2022. Pursuant to the agreement, the Company will continue to subscribe in the capacity of the limited partner for the fund products of which China Life Capital or any of its subsidiaries serves (individually and jointly with third parties) as the general partner, and/or the fund products of which China Life Capital serves as the manager (including the fund manager and co-manager). For the three years ending 31 December 2022, the annual cap for the subscription by the Company in the capacity of the limited partner of the fund products of which China Life Capital or any of its subsidiaries serves as the general partner is RMB5,000 million, and the annual cap for the management fee charged by China Life Capital as the general partner or the manager of the fund products is RMB200 million. For the year ended 31 December 2019, the amount of subscription by the Company in the capacity of the limited partner of the fund products of which China Life Capital or any of its subsidiaries serves as the general partner was RMB3,010.00 million, and the management fee charged by China Life Capital as the general partner or the manager of the fund products was RMB38.51 million. Insurance Sales Framework Agreement Since 18 November 2008, the Company and CLP&C have from time to time entered into insurance sales framework agreements. The renewed agreement between the parties expired on 7 March 2018. The Company and CLP&C entered into the 2018 insurance sales framework agreement on 31 January 2018, with a term of three years from 8 March 2018 to 7 March 2021. Pursuant to the agreement, CLP&C will continue to entrust the Company to act as an agent to sell selected insurance products within the authorized regions, and pay an agency service fee to the Company in consideration of the services provided. For details as to the method of calculation of the agency service fee, please refer to Note 35 in the Notes to the Consolidated Financial Statements. The annual caps for the three years ending 31 December 2020 are RMB4,260 million, RMB5,540 million and RMB7,050 million, respectively. 43 40 China Life Insurance Company Limited 2019 Annual Report Embedded Value 55,936 For and on behalf of Willis Towers Watson Lingde Hong Victoria Xie 541,563 Investment return +50bps 3. 61,684 481,260 Risk discount rate -50bps 2. 46 438,848 Risk discount rate +50bps 1. 58,698 459,295 Base case scenario RMB million Value of One Year's Sales after Cost of Required Capital 68,296 Value of In-Force Business after Cost of Required Capital 4. 377,380 57,867 456,176 10% increase in mortality rate for non-annuity products and 10% decrease in mortality rate for annuity products 10% decrease in mortality rate for non-annuity products and 10% increase in mortality rate for annuity products 10% increase in lapse rates 9. 8. 7. 62,050 465,282 10% decrease in expenses 6. 55,346 453,307 10% increase in expenses 5. 49,108 Investment return -50bps Sensitivity Results Sensitivity tests were performed using a range of alternative assumptions. In each of the sensitivity tests, only the assumption referred to was changed, with all other assumptions remaining unchanged. The results are summarized below: SENSITIVITY RESULTS China Life Insurance Company Limited ("China Life") has prepared embedded value results as at 31 December 2019 ("EV Results"). The disclosure of these EV Results, together with a description of the methodology and assumptions that have been used, are shown in the Embedded Value section. China Life has engaged Towers Watson Management Consulting (Shenzhen) Co. Ltd. Beijing Branch ("Willis Towers Watson") to review its EV Results. This report is addressed solely to China Life in accordance with the terms of our engagement letter, and sets out the scope of our work and our conclusions. To the fullest extent permitted by applicable law, we do not accept or assume any responsibility, duty of care or liability to anyone other than China Life for or in connection with our review work, the opinions we have formed, or for any statement set forth in this report. Scope of work Our scope of work covered: a review of the methodology used to develop the embedded value and value of one year's sales as at 31 December 2019, in accordance with the "CAA Standards of Actuarial Practice: Appraisal of Embedded Value" issued by the China Association of Actuaries ("CAA"); a review of the economic and operating assumptions used to develop the embedded value and value of one year's sales as at 31 December 2019; and a review of the results of China Life's calculation of the EV Results. In carrying out our review, we have relied on the accuracy of audited and unaudited data and information provided by China Life. Opinion Based on the scope of work above, we have concluded that: • the embedded value methodology used by China Life is in accordance with the "CAA Standards of Actuarial Practice: Appraisal of Embedded Value" issued by the CAA; • the economic assumptions used by China Life are internally consistent, have been set with regard to current economic conditions, and have made allowance for the company's current and expected future asset mix and investment strategy; ⚫ the operating assumptions used by China Life have been set with appropriate regard to past, current and expected future experience; and the EV Results have been prepared, in all material respects, in accordance with the methodology and assumptions set out in the Embedded Value section. To the Directors of China Life Insurance Company Limited WILLIS TOWERS WATSON'S REVIEW OPINION REPORT ON EMBEDDED VALUE 39 China Life Insurance Company Limited 2019 Annual Report Embedded Value 458,735 57,534 10. 10% decrease in lapse rates 459,777 59,902 11. 10% increase in morbidity rates 452,934 25 March 2020 56,483 465,808 60,925 13. Using 2018 EV appraisal assumptions 458,961 59,483 14. Allowing for diversification in calculation of VIF 492,975 12. 10% decrease in morbidity rates China Life Insurance Company Limited 2019 Annual Report Significant Events 59,532 For the year ended 31 December 2019, the subscription price for the fund products was RMB0 million, the redemption price for the fund products was RMBO million, the subscription fee for the fund products was RMBO million, the redemption fee for the fund products was RMBO million, the sales commission fee and client maintenance fee paid by AMP were RMBO million, the management fee and performance-based fee paid by CLP&C for the asset management for specific clients were RMB4.84 million, and the fees for other daily transactions were RMB0.09 million. As approved by the First Extraordinary General Meeting 2019 of the Company, the 2020-2022 framework agreement was entered into between CLP&C and AMP on 3 December 2019 for a term of three years from 1 January 2020 to 31 December 2022. Pursuant to the agreement, CLP&C and AMP will continue to conduct certain daily transactions, including the subscription and redemption of fund products, asset management for specific clients and other daily transactions permitted by laws and regulations. Pricing of the transactions under the agreement shall be determined by the parties through arm's length negotiations with reference to industry practices. For the three years ending 31 December 2022, the annual cap of the subscription price for the fund products is RMB10,000 million; the annual cap of the redemption price for the fund products is RMB10,000 million; the annual cap of the subscription fee for the fund products is RMB100 million; the annual cap of the redemption fee for the fund products is RMB100 million; the annual cap of the management fee (including the performance-based fee) payable by CLP&C for the asset management for specific clients is RMB100 million; and the annual cap of the fees for other daily transactions is RMB100 million. 462,414 China Life Insurance Company Limited 2019 Annual Report Significant Events Framework Agreement between CLI and CLWM The "Framework Agreement in relation to Asset Management Services and Other Daily Transactions" dated 3 February 2016 entered into between CLI and CLWM expired on 31 December 2017. CLI and CLWM entered into the 2018-2020 framework agreement on 20 December 2017, pursuant to which CLI will continue to conduct certain transactions with CLWM during the period from 1 January 2018 to 31 December 2020, including the asset management services, advisory services and other daily transactions permitted by laws and regulations. Pricing of the transactions under the agreement shall be determined by the parties through arm's length negotiations with reference to industry practices. For the three years ending 31 December 2020, the annual caps of the management fee for the asset management services are RMB40 million, RMB80 million and RMB120 million, respectively; the annual caps of the advisory fee for the For the year ended 31 December 2019, the management fee paid by CLP&C for the asset management services was RMB0.56 million, the advisory fee paid by CLP&C for the advisory services was RMB5.88 million, and the fees for other daily transactions were RMB0.01 million. Framework Agreement between CLP&C and CLWM The "Framework Agreement in relation to Asset Management Services and Other Daily Transactions" dated 9 March 2016 entered into between CLP&C and CLWM expired on 31 December 2017. CLP&C and CLWM entered into the 2018-2020 framework agreement on 29 December 2017, pursuant to which CLP&C will continue to conduct certain transactions with CLWM during the period from 1 January 2018 to 31 December 2020, including the asset management services, advisory services and other daily transactions permitted by laws and regulations. Pricing of the transactions under the agreement shall be determined by the parties through arm's length negotiations with reference to industry practices. For the three years ending 31 December 2020, the annual caps of the management fee payable by CLP&C for the asset management services are RMB50 million, RMB150 million and RMB240 million, respectively; the annual caps of the advisory fee payable by CLP&C for the advisory services are RMB40 million, RMB80 million and RMB120 million, respectively; and the annual caps of the fees for other daily transactions are RMB150 million, RMB400 million and RMB700 million, respectively. For the year ended 31 December 2019, the management fee paid by CLIC for the asset management services was RMB1.35 million, and the advisory fee paid by CLIC for the advisory services was RMB3.04 million. Framework Agreement between CLIC and CLWM The "Framework Agreement in relation to Asset Management Services" dated 26 January 2016 entered into between CLIC and CLWM expired on 31 December 2017. CLIC and CLWM entered into the 2018-2020 framework agreement on 27 December 2017, pursuant to which CLIC will continue to conduct certain transactions with CLWM during the period from 1 January 2018 to 31 December 2020, including the asset management services and advisory services. Pricing of the transactions under the agreement shall be determined by the parties through arm's length negotiations with reference to industry practices. For the three years ending 31 December 2020, the annual caps of the management fee payable by CLIC for the asset management services are RMB50 million, RMB120 million and RMB180 million, respectively; and the annual caps of the advisory fee payable by CLIC for the advisory services are RMB50 million, RMB80 million and RMB120 million, respectively. For the year ended 31 December 2019, the management fee paid by the Company for the asset management services was RMB3.60 million; the fees in connection with the sales agency services paid by CLWM, including the sales commission fee, client maintenance fee, handling fee and intermediary fee, were RMBO million; and the fees for other daily transactions were RMB12.28 million. 48 Framework Agreements with CLWM 47 China Life Insurance Company Limited ⚫ 2019 Annual Report • Significant Events For the year ended 31 December 2019, the subscription price and corresponding subscription fee for the subscription of fund products were RMB104.34 million, the redemption price and corresponding redemption fee for the redemption of fund products were RMB296.81 million, the management fee and performance-based fee paid by CLI for the asset management for specific clients were RMB0 million, and the fees for other daily transactions were RMBO million. As approved by the First Extraordinary General Meeting 2019 of the Company, the 2020-2022 framework agreement was entered into between CLI and AMP on 17 February 2020 for a term of three years from 1 January 2020 to 31 December 2022. Pursuant to the agreement, CLI and AMP will continue to conduct certain daily transactions, including the subscription and redemption of fund products, asset management for specific clients, advisory services and other daily transactions permitted by laws and regulations. Pricing of the transactions under the agreement shall be determined by the parties through arm's length negotiations with reference to industry practices. For the three years ending 31 December 2022, the annual cap of the subscription price and corresponding subscription fee for the subscription of fund products is RMB10,000 million; the annual cap of the redemption price and corresponding redemption fee for the redemption of fund products is RMB10,000 million; the annual cap of the management fee (including the performance-based fee) payable by CLI and its subsidiaries for the asset management for specific clients is RMB150 million; the annual cap of the management fee (including the performance-based fee) payable by the subsidiaries of AMP for the asset management for specific clients is RMB150 million; the annual cap of the advisory fee payable by CLI and its subsidiaries for the advisory services is RMB150 million; the annual cap of the advisory fee payable by AMP and its subsidiaries for the advisory services is RMB150 million; and the annual cap of the fees for other daily transactions is RMB150 million. fee for the subscription of fund products were RMB5,000 million, RMB 7,000 million and RMB7,000 million, respectively; the annual caps of the redemption price and corresponding redemption fee for the redemption of fund products were RMB5,000 million, RMB7,000 million and RMB7,000 million, respectively; the annual cap of the management fee and performance-based fee payable by CLI for the asset management for specific clients was RMB50 million; and the annual cap of the fees for other daily transactions was RMB50 million. CLI and AMP entered into the "Framework Agreement in relation to Subscription and Redemption of Fund Products, Asset Management for Specific Clients and Other Daily Transactions" on 20 December 2017. The agreement became effective upon signing by the parties and expired on 31 December 2019. Pursuant to the agreement, CLI and AMP would conduct certain daily transactions, including the subscription and redemption of fund products, asset management for specific clients and other daily transactions permitted by laws and regulations. Pricing of the transactions under the agreement shall be determined by the parties through arm's length negotiations with reference to industry practices. For the three years ended 31 December 2019, the annual caps of the subscription price and corresponding subscription Framework Agreement between the Company and CLWM The "Framework Agreement in relation to Asset Management Services and Other Daily Transactions" dated 30 December 2015 entered into between the Company and CLWM expired on 31 December 2017. The Company and CLWM entered into the 2018-2020 framework agreement on 28 December 2017, pursuant to which the Company will continue to conduct certain transactions with CLWM during the period from 1 January 2018 to 31 December 2020, including the asset management services, the sales agency services for asset management products and other daily transactions permitted by laws and regulations. Pricing of the transactions under the agreement shall be determined by the parties through arm's length negotiations with reference to industry practices. For the three years ending 31 December 2020, the annual cap of the management fee payable by the Company for the asset management services is RMB240 million; the annual cap of fees in connection with the sales agency services payable by CLWM, including the sales commission fee, client maintenance fee, handling fee and intermediary fee, is RMB100 million; and the annual cap of the fees for other daily transactions is RMB100 million. Framework Agreement between CLI and AMP Statement on Claims, Debt Transactions and Guarantees etc. of a Non-operating Nature with Related Parties The Company has complied with the disclosure requirements under Chapter 14A of the Listing Rules in respect of the connected transactions concerning the formation of partnerships as described above. Each of CLIIM, China Life Capital, CLP&C, China Life Jiangsu, CLEI and China Life Qiyuan is a subsidiary of CLIC, and therefore a connected person of the Company. The transactions concerning the formation of partnerships as described above constituted connected transactions of the Company that were subject to the reporting and announcement requirements but were exempt from the independent shareholders' approval requirement under Rule 14A.76(2) of the Listing Rules. The connected transaction in relation to the formation of China Life Aged- care Industry Investment Fund (Limited Partnership) as described above was subject to consideration and approval by the shareholders' general meeting of the Company pursuant to the SSE Listing Rules. As approved by the First Extraordinary General Meeting 2020 of the Company, the Company (as the limited partner) will entered into a partnership agreement with China Life Qiyuan (Beijing) Aged-care Industry Investment Management Co., Ltd. (tentative name) ("China Life Qiyuan") (as the general partner) for the formation of China Life Aged-care Industry Investment Fund (Limited Partnership). The total initial capital amount of the partnership shall be RMB10 billion, of which no more than RMB10 billion shall be contributed by the Company, and no more than RMB10 million shall be contributed by China Life Qiyuan. CLEI will serve as the manager of the partnership. The partnership shall have a term of ten years. It will focus on the investment in the aged-care industry, including industrial assets such as continuing care retirement communities, boutique apartments for the aged in urban core areas and community home care services, as well as the upstream and downstream businesses along the aged-care industry chain which are in line with the development direction of the industry and permitted by regulatory authorities. Formation of Partnership (China Life Aged-care Industry Investment Fund) 51 Formation of Partnership (Jiangsu China Life Jiequan Equity Investment Center) As approved at the eighteenth meeting of the sixth session of the Board of Directors, the Company, Jiangsu Provincial Government Investment Fund (Limited Partnership) and CLP&C (each as a limited partner) entered into a partnership agreement with China Life (Jiangsu) Equity Investment Co., Ltd. ("China Life Jiangsu") (as the general partner) on 30 December 2019 for the formation of Jiangsu China Life Jiequan Equity Investment Center (Limited Partnership). The total capital contribution by all partners of the partnership shall be RMB5 billion, of which RMB3 billion shall be contributed by the Company. China Life Equity Investment Co., Ltd. ("CLEI") shall serve as the manager of the partnership. The partnership shall have a term of eight years. It will primarily invest in any enterprises or funds associated with the health industries such as medical care, aged care, health information management, pharmaceutical production and services, and the production of health supplements and medical devices, and may apply no more than 20% of the paid-in capital contribution to investment in enterprises or funds in high-tech industries, strategic emerging industries and transformation and upgrade of traditional industries. As there might be changes in the investors of the partnership and the size of the partnership might decrease, the parties were not able to enter into the partnership agreement by 31 December 2019 as originally planned. The Company will promptly make a further announcement in respect of the connected transaction when the terms of the partnership agreement are finalized by the parties. As approved at the sixteenth meeting of the sixth session of the Board of Directors, the Company and other investors (each as a limited partner) originally intended to enter into a partnership agreement with China Xiongan Group Fund Management Co., Ltd. and China Life Industrial Investment Management Co., Ltd. ("CLIIM") (each as a general partner) by 31 December 2019 for the formation of Hebei Xiongan Baiyangdian Ecological and Environmental Protection Fund (Limited Partnership). The Company planned to contribute RMB3 billion to the partnership. China Life Capital would serve as the manager of the partnership. The partnership shall have a term of fifteen years. It shall invest in ecological and environmental protection projects in Baiyangdian watershed, covering water, solid waste treatment and other industries. Other Major Connected Transactions Formation of Partnership (Hebei Xiongan Baiyangdian Ecological and Environmental Protection Fund) During the Reporting Period, the Company was not involved in claims, debt transactions or guarantees of a non-operating nature with related parties. China Life Insurance Company Limited ⚫ 2019 Annual Report • Significant Events MATERIAL CONTRACTS AND THEIR PERFORMANCE The Company's Shenzhen Branch and the other co-owners of the properties have issued a letter to the governing department of the original owner of the properties in respect of the confirmation of ownership of the properties, requesting it to report the ownership issue to the State-owned Assets Supervision and Administration Commission of the State Council ("SASAC"), and requesting the SASAC to confirm the respective shares of each co-owner in the properties and to issue written documents in this regard to the department of land and resources of Shenzhen, so as to assist the Company and the other co-owners to complete the formalities in relation to the division of ownership of the properties. The Company neither gave external guarantees nor provided guarantees to its non-wholly owned subsidiaries during the Reporting Period. Entrusted wealth management during the Reporting Period or any wealth management occurred in previous periods but subsisted during the Reporting Period: Investment is one of the principal businesses of the Company. The Company has adopted the mode of entrusted investment for management of its investment assets, and established a diversified framework of entrusted investment management with China Life's internal managers playing the key role and the external managers offering effective supports. The internal managers include AMC and its subsidiaries, and CLI. The external managers comprise both domestic and overseas managers, including fund companies, securities companies and other professional investment management institutions. The Company selected different investment managers based on the purpose of allocation of various types of investments, their risk features and the expertise of different managers, so as to establish a great variety of investment portfolios and improve the efficiency of capital utilization. The Company entered into entrusted investment management agreements with all managers and supervised the managers' daily investment performance through the measures such as investment guidelines, asset entrustment and performance appraisals. The Company also adopted risk control measures in respect of specific investments based on the characteristics of different managers and investment products. Except as otherwise disclosed in this annual report, the Company had no other material contracts during the Reporting Period. 52 China Life Insurance Company Limited 2019 Annual Report Significant Events UNDERTAKINGS OF THE COMPANY, SHAREHOLDERS, EFFECTIVE CONTROLLERS, ACQUIRERS, DIRECTORS, SUPERVISORS, SENIOR MANAGEMENT OR OTHER RELATED PARTIES WHICH ARE EITHER GIVEN OR EFFECTIVE DURING THE REPORTING PERIOD Prior to the listing of the Company's A Shares (30 November 2006), land use rights were injected by CLIC into the Company during its reorganization. Out of these, four pieces of land (with a total area of 10,421.12 square meters) had not had its formalities in relation to the change of ownership completed. Further, out of the properties injected into the Company, there were six properties (with a gross floor area of 8,639.76 square meters) in respect of which the formalities in relation to the change of ownership had not been completed. CLIC undertook to complete the above-mentioned formalities within one year of the date of listing of the Company's A Shares, and in the event that such formalities could not be completed within such period, CLIC would bear any potential losses to the Company due to the defective ownership. CLIC strictly followed these commitments. As at the end of the Reporting Period, save for the two properties and related land of the Company's Shenzhen Branch, the ownership registration formalities of which had not been completed due to historical reasons, all other formalities in relation to the change of land and property ownership had been completed. The Shenzhen Branch of the Company continues to use such properties and land, and no other parties have questioned or hindered the use of such properties and land by the Company. 4. the amounts of the above transactions have not exceeded the relevant annual caps. Given that the change of ownership of the above two properties and related land use rights were directed by the co-owners, and all formalities in relation to the change of ownership were proceeded slowly due to reasons such as issues rooted in history and government approvals, CLIC the controlling shareholder of the Company, made further commitment as follows: CLIC will assist the Company in completing, and urge the co-owners to complete, the formalities in relation to the change of ownership in respect of the above two properties and related land use rights as soon as possible. If the formalities cannot be completed due to the reasons of the co-owners, CLIC will take any other legally practicable measures to resolve the issue and will bear any potential losses suffered by the Company as a result of the defective ownership. RESTRICTION ON MAJOR ASSETS The major assets of the Company are financial assets. During the Reporting Period, there was no major asset of the Company being seized, detained or frozen that is subject to the disclosure requirements. TARGETED POVERTY ALLEVIATION For the performance by the Company of its social responsibility for poverty alleviation during the Reporting Period, please refer to Part 2 of the full text of the "ESG Report 2019" separately disclosed by the Company on the website of the SSE (http://www.sse.com.cn) and the HKExnews website of the Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk). OTHERS As approved by the CBIRC and the People's Bank of China, the Company issued capital supplemental bonds (the "Bonds") in the national inter-bank bond market in a principal amount of RMB35 billion on 20 March 2019 and completed the issuance on 22 March 2019. The Bonds have a principal amount of RMB35 billion, a term of 10 years and a fixed coupon rate of 4.28% per annum. The Company has a conditional right to redeem the Bonds at the end of the fifth year. The proceeds from the issuance of the Bonds will be used to supplement the Company's capital so as to enhance its solvency according to applicable laws and approvals from regulatory authorities. For further details, please refer to the announcements published by the Company on the website of the SSE (http://www.sse.com.cn) and the HKExnews website of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk). During the Reporting Period, the Company neither acted as trustee, contractor or lessee of other companies' assets, nor entrusted, contracted or leased its assets to other companies, the profit or loss from which accounted for 10% or more of the Company's profits for the Reporting Period, nor were there any such matters that occurred in previous periods but subsisted during the Reporting Period. 3. the transactions were entered into in accordance with the agreements governing those continuing connected transactions, and the terms are fair and reasonable and in the interests of shareholders of the Company as a whole; and The Board has received a comfort letter from the auditor of the Company with respect to the above continuing connected transactions which were subject to the reporting, announcement and/or independent shareholders' approval requirements, and the letter stated that during the Reporting Period: 1. the transactions were entered into in the ordinary and usual course of business of the Company; advisory services are RMB40 million, RMB80 million and RMB120 million, respectively; and the annual caps of the fees for other daily transactions are RMB20 million, RMB80 million and RMB160 million, respectively. For the year ended 31 December 2019, the management fee for the asset management services was RMB0.54 million, the advisory fee for the advisory services was RMBO million, and the fees for other daily transactions were RMB0 million. Framework Agreement between Pension Company and CLWM Pension Company and CLWM entered into the "Framework Agreement in relation to Daily Connected Transactions" on 26 March 2018, pursuant to which Pension Company will conduct certain transactions with CLWM during the period from 1 January 2018 to 31 December 2020, including the asset management services, advisory services and other daily transactions permitted by laws and regulations. Pricing of the transactions under the agreement shall be determined by the parties through arm's length negotiations with reference to industry practices. For the three years ending 31 December 2020, the annual caps of the management fee payable by Pension Company for the asset management services are RMB100 million, RMB150 million and RMB200 million, respectively; the annual caps of the advisory fee payable by Pension Company for the advisory services are RMB40 million, RMB80 million and RMB90 million, respectively; and the annual caps of the fees for other daily transactions are RMB90 million, RMB180 million and RMB270 million, respectively. For the year ended 31 December 2019, the management fee paid by Pension Company for the asset management services was RMB0 million, the advisory fee paid by Pension Company for the advisory services was RMB0.24 million, and the fees for other daily transactions were RMBO million. Framework Agreement between CLEC and CLWM CLEC and CLWM entered into the "Framework Agreement in relation to Daily Connected Transactions" on 29 December 2017, pursuant to which CLEC will conduct certain transactions with CLWM during the period from 1 January 2018 to 31 December 2020, including the asset management services, advisory services and other daily transactions permitted by laws and regulations. Pricing of the transactions under the agreement shall be determined by the parties through arm's length negotiations with reference to industry practices. For the three years ending 31 December 2020, the annual caps of the management fee payable by CLEC for the asset management services are RMB5 million, RMB10 million and RMB15 million, respectively; the annual caps of the advisory fee payable by CLEC for the advisory services are RMB5 million, RMB10 million and RMB15 million, respectively; and the annual caps of the fees for other daily transactions are RMB200 million; RMB300 million and RMB400 million, respectively. For the year ended 31 December 2019, there was no relevant transaction between CLEC and CLWM. Framework Agreements with Chongqing Trust Framework Agreement between the Company and Chongqing Trust As approved by the 2016 Annual General Meeting of the Company, the Company and Chongqing Trust entered into the "Framework Agreement in relation to the Subscription and Redemption of Trust Products and Other Daily Transactions" on 21 June 2017. The agreement became effective upon signing by the parties and expired on 31 December 2019. Pursuant to the agreement, the Company and Chongqing Trust would conduct the subscription and redemption of trust products and other daily transactions permitted by laws and regulations in their ordinary course of business and on normal commercial terms. Pricing of the transactions under the agreement shall be determined by the parties through arm's length negotiations with reference to industry practices. For the three years ended 31 December 2019, the annual cap of the subscription amount of the trust products was RMB50,000 million (including the trustee's remuneration of no more than RMB500 million per year to be received by Chongqing Trust from the trust assets); the annual cap of the redemption amount of the trust products was RMB4,500 million; and the annual cap of the fees for other daily transactions was RMB100 million. The Company and Chongqing Trust entered into the 2020- 2022 framework agreement on 27 December 2019, with a term of three years from 1 January 2020 to 31 December 2022. Pursuant to the agreement, the Company and Chongqing Trust will continue to conduct the subscription and redemption of trust products and other daily transactions permitted by laws and regulations. Pricing of the transactions under the agreement shall be determined by the parties through arm's length negotiations with reference to industry practices. For the three years ending 31 December 2022, the annual cap of the total amount of subscription and redemption of the trust products is RMB30,000 million; the annual cap of the trustee's remuneration is RMB500 million; and the annual cap of the fees for other daily transactions is RMB100 million. China Life Insurance Company Limited 2019 Annual Report Significant Events 49 For the year ended 31 December 2019, the subscription amount of the trust products was RMB14,300.63 million (including the trustee's remuneration of RMB20.52 million received by Chongqing Trust from the trust assets), the redemption amount of the trust products was RMBO million, and the fees for other daily transactions were RMBO million. 2. the transactions were conducted on normal commercial terms; Framework Agreement between CLWM and Chongqing Trust For the year ended 31 December 2019, there was no relevant transaction between CLWM and Chongqing Trust. Framework Agreement between AMC and Chongqing Trust AMC and Chongqing Trust entered into the "Framework Agreement in relation to Daily Connected Transactions" on 7 November 2018. The agreement became effective upon signing by the parties and expired on 31 December 2019. Pursuant to the agreement, AMC and Chongqing Trust would conduct the subscription of trust products, asset management services and other daily transactions permitted by laws and regulations in their ordinary course of business and on normal commercial terms. Pricing of the transactions under the agreement shall be determined by the parties through arm's length negotiations with reference to industry practices. For the two years ended 31 December 2019, the annual caps of the subscription amount of the trust products were RMB1,200 million and RMB1,800 million, respectively (including the trustee's remunerations of no more than RMB100 million and RMB150 million, respectively, per year to be received by Chongqing Trust from the trust assets); the annual caps of the management fee for the asset management services were RMB100 million and RMB150 million, respectively; and the annual cap of the fees for other daily transactions was RMB100 million. For the year ended 31 December 2019, there was no relevant transaction between AMC and Chongqing Trust. Confirmation by auditor China Life Insurance Company Limited ⚫ 2019 Annual Report • Significant Events 1. nothing has come to the auditors' attention that causes them to believe that the disclosed continuing connected transactions have not been approved by the Company's Board of Directors; 2. for transactions involving the provision of goods or services by the Company, nothing has come to the auditors' attention that causes them to believe that the transactions were not, in all material respects, in accordance with the pricing policies of the Company; 3. nothing has come to the auditors' attention that causes them to believe that the transactions were not entered into, in all material respects, in accordance with the relevant agreements governing such transactions; and 4. nothing has come to the auditors' attention that causes them to believe that the amounts of the continuing connected transactions have exceeded the total amount of the annual caps set by the Company. 50 China Life Insurance Company Limited 2019 Annual Report Significant Events Confirmation by Independent Directors The Company's Independent Directors have reviewed the above continuing connected transactions which were subject to the reporting, announcement and/or independent shareholders' approval requirements, and confirmed that: CLWM and Chongqing Trust entered into the "Framework Agreement in relation to Daily Connected Transactions" on 29 December 2017, with a term from 1 January 2018 to 31 December 2019. Pursuant to the agreement, CLWM and Chongqing Trust would conduct the subscription of trust products, asset management services, advisory services and other daily transactions permitted by laws. and regulations in their ordinary course of business and on normal commercial terms. Pricing of the transactions under the agreement shall be determined by the parties through arm's length negotiations with reference to industry practices. For the two years ended 31 December 2019, the annual cap of the subscription amount of the trust products was RMB10,000 million (including the trustee's remuneration of no more than RMB150 million per year to be received by Chongqing Trust from the trust assets); the annual cap of the management fee for the asset management services was RMB150 million; the annual cap of the advisory fee for the advisory services was RMB150 million; and the annual cap of the fees for other daily transactions was RMB100 million. 53 160 220 240 Tang Xin Leung Oi-Sie Elsie (appointed on 16 August 2019) (appointed on 20 February 2020) (resigned on 24 January 2019 due to the reason of age) (resigned on 28 June 2019 due to the reason of age) (appointed on 16 August 2019) 56 China Life Insurance Company Limited 2019 Annual Report Corporate Governance From left to right: Mr. Tang Xin, Mr. Chang Tso Tung Stephen, Mr. Zhao Peng, Mr. Li Mingguang, Mr. Su Hengxuan, Mr. Wang Bin, Mr. Yuan Changqing, Mr. Liu Huimin, Mr. Yin Zhaojun, Mr. Wang Junhui, Mr. Robinson Drake Pike, Ms. Leung Oi-Sie Elsie PRINCIPAL BUSINESS The Company is a leading life insurance company in China and possesses an extensive distribution network comprising exclusive agents, direct sales representatives, and dedicated and non-dedicated agencies, providing products and services such as individual and group life insurance, accident and health insurance. The Company is one of the largest institutional investors in China, and becomes one of the largest insurance asset management companies in China through its controlling shareholding in AMC. The Company also has controlling shareholding in Pension Company. BUSINESS REVIEW Overall operation of the Company during the Reporting Period For details of the overall operation of the Company during the Reporting Period, the future development of its business and the principal risks faced by it, please refer to the sections headed "Management Discussion and Analysis" and "Internal Control and Risk Management" in this annual report. These discussions form part of the "Report of the Board of Directors". Robinson Drake Pike Environmental policies and performance of the Company The Company incorporated ESG concept into its decision making for investment assessment, with a view to achieving the coordination and consistency of economic, environmental and social benefits. AMC officially signed the United Nations - Supported Principles for Responsible Investment, making itself the first insurance asset management company signing such principles and putting the ESG investment concept into practice. In 2019, the Company, as a cornerstone investor, invested RMB9 billion in the project of Qinghai Huanghe Hydropower Development Co., Ltd. for the mixed-ownership reform and the introduction of strategic investor, becoming the second largest shareholder of Qinghai Huanghe Hydropower Development Co., Ltd. and offering its support to the development of the clean energy industry. China Life Insurance Company Limited 2019 Annual Report Corporate Governance 57 The Company, as a financial service institution, carries out its major business activities in a manner that does not pose any material adverse effect on eco-environment and natural resources, and gives support to the national strategic approach of green development by taking full advantage of its business characteristics. The Company has actively built digitalized field offices and convened various meetings by way of webcast for its daily operations. In 2019, more than 97,000 meetings were convened via the webcast. In the meantime, the Company actively established an e-service platform for its insurance sales development, with insurance policy administration services on China Life Insurance APP reaching a record high. Compliance by the Company with the relevant laws and regulations that have a significant impact With adherence to the customer-oriented approach all along, the Company is committed to offering high-quality services to its customers on a continuous basis, and has provided insurance policy services and value-added services for more than 500 million customers. In 2019, the evaluation results of customer satisfaction and customer loyalty maintained at a high level. The Company consistently reinforced the protection of consumers' legitimate rights and interests, fostered sound corporate governance, clearly defined the duties and responsibilities of various parties, promoted the establishment of system, strengthened education on the rights and interests of insurance consumers and stepped up efforts on risk alerts. In 2019, the total number of customer complaints received by the Company decreased significantly from the last year, and various indicators continued to be positive. Please also refer to the "Technological Empowerment and Operations and Services" in the section headed "Management Discussion and Analysis" in this annual report. Relationship between the Company and its employees The Company created a harmonious labor relationship according to law and entered into employment contracts with its employees in a timely manner. The Company strengthened the management of employees in all aspects by establishing the following three mechanisms: an employee team management mechanism with the characteristics of basic level orientation, combination of training and utilization of employees, hierarchical responsibility and unified regulation; a performance management mechanism that is strategy-based and result-oriented, adopts hierarchical classification, and focuses on application; and a remuneration distribution mechanism that is based on the principles of salary determined by position, remuneration paid based on performance, emphasis on incentives and preference to the local level. The Company was concerned about the overall development of employees, and actively improved the comprehensive quality and professional skills of employees through various means, such as the establishment of systems for position training and promotion education of employees at all levels, and the development of various types of high-quality learning models (including face-to-face teaching and online autonomous learning), so as to facilitate the career development of employees. The Company attached importance to humanistic concern by safeguarding the legitimate rights and interest of employees in a practical manner and encouraging employees to arrange vacations and annual leave in a scientific way, with an aim to achieve work-life balance. 58 China Life Insurance Company Limited 2019 Annual Report Corporate Governance In active response to the national call for the "Development of Green Finance", the Company pushed forward the progressive greening of financial system and took into account the national economy and the people's livelihood when developing its investment business. It put into practice the low carbon concept in its daily operations and business development and adhered to green operation for the purpose of making positive contributions to the objective of building a beautiful China. 260 Chang Tso Tung Stephen Zhao Peng Xu Hengping Xu Haifeng 280 SW 200 W 300 320 NW 40 180 340 NA SE E 20 40 Yuan Changqing Liu Huimin Yin Zhaojun Wang Junhui NEX 120 80 09 CORPORATE GOVERNANCE WITH HIGH COMPLIANCE AND EFFICIENCY CORPORATE GOVERNANCE REPORT OF THE BOARD OF DIRECTORS Directors of the Company during the Reporting Period and up to the date of this report were as follows: Wang Bin (Chairman) EXECUTIVE DIRECTORS Su Hengxuan NON- EXECUTIVE DIRECTORS DIRECTORS Li Mingguang 100 INDEPENDENT Relationship between the Company and its customers The Company adhered to the code of conduct of "being trustworthy, assuming risks, emphasizing on services and being legal compliant" and promoted the compliance culture and concepts of "being compliant on a voluntary basis, and creating value from compliance", thereby creating the compliance environment of "starting from the top level and having responsibility for all to be compliant". The Company strictly observed and effectively implemented applicable laws and regulations and regulatory requirements, such as the Insurance Law, the Company Law and the "Regulations for the Administration of Insurance Companies", and implemented the spirit and requirements of major regulatory documents on product development and design, sales management, investment supervision and corporate governance, etc., as released by the CBIRC in a stringent manner for the purpose of further carrying out compliance management responsibilities at all levels and in various lines. The Company consistently improved the compliance management framework of "three lines of defense" in business, compliance and audit to ensure that the three lines of defense performed their own functions and collaborated with each other, which formed a joint force in compliance management. The Company also consolidated its foundation in all aspects for its steady and healthy development and firmly defended the bottom line of the systematic risk, which guaranteed the healthy and high-quality development of the Company on an ongoing basis. H SHARE STOCK APPRECIATION RIGHTS 61.48 11.50 2.28 63.76 At the 2019 Annual General Meeting to be held on 29 June 2020, the Board will propose a resolution to re-appoint Ernst & Young Hua Ming LLP as the PRC auditor and the auditor for US Form 20-F of the Company for the year 2020, and Ernst & Young as the Hong Kong auditor of the Company for the year 2020. By Order of the Board Wang Bin Chairman Beijing, China 25 March 2020 China Life Insurance Company Limited 2019 Annual Report Corporate Governance 63 REPORT OF THE BOARD OF SUPERVISORS ACTIVITIES OF THE BOARD OF SUPERVISORS Currently, the sixth session of the Board of Supervisors comprises Mr. Jia Yuzeng, Mr. Luo Zhaohui, Mr. Han Bing, Mr. Cao Qingyang and Ms. Wang Xiaoqing, with Mr. Jia Yuzeng acting as the Chairman of the Board of Supervisors. Of the members of the Board of Supervisors, Mr. Jia Yuzeng, Mr. Luo Zhaohui and Mr. Han Bing are Non-employee Representative Supervisors, and Mr. Cao Qingyang and Ms. Wang Xiaoqing are Employee Representative Supervisors. In February 2019, Mr. Shi Xiangming resigned from his position as a Supervisor of the Company due to the adjustment of work arrangements. In July 2019, Mr. Tang Yong resigned from his position as a Supervisor of the Company due to the adjustment of work arrangements. In July 2019, Mr. Huang Xin resigned from his position as a Supervisor of the Company due to the adjustment of work arrangements. In January 2020, Mr. Song Ping resigned from his position as a Supervisor of the Company due to the adjustment of work arrangements. Attending meetings of the Board of Supervisors and diligently discharging their duties. Pursuant to the regulatory requirements of the jurisdictions where the Company is listed, the Articles of Association and the "Procedural Rules for the Board of Supervisors' Meetings" of the Company, and in accordance with the work arrangement of the Board of Supervisors, the Board of Supervisors convened its regular meetings in a timely manner, at which it considered and approved proposals in relation to the Company's financial reports, periodic reports, internal control, and risk management, etc. In 2019, the sixth session of the Board of Supervisors held five meetings in total, at which the Supervisors earnestly expressed their views, actively participated in discussions and diligently discharged their duties, thereby providing valuable advice for the business development of the Company. From left to right: Ms. Wang Xiaoqing, Mr. Cao Qingyang, Mr. Jia Yuzeng, Mr. Luo Zhaohui, Mr. Han Bing 64 China Life Insurance Company Limited 2019 Annual Report Corporate Governance Fees RMB million Total Non-audit services fee 2. the Company's internal control system regarding external guarantees is in compliance with laws, regulations, and the requirements under the "Notice in relation to the Standardization of Capital Flows between Listed Companies and Connected Parties and Issues in relation to External Guarantees Granted by Listed Companies"; and 3. the Company has expressly provided in its Articles of Association the level of authority required for approving external guarantees and the approval procedures. RESPONSIBILITY STATEMENT OF DIRECTORS ON FINANCIAL REPORTS The Directors are responsible for overseeing the preparation of the financial report for each financial period which gives a true and fair view of the Company's financial position, performance results and cash flows for that period. To the best knowledge of the Directors, there was no material event or condition during the Reporting Period that might have a material adverse effect on the continuing operation of the Company. BOARD'S STATEMENT ON INTERNAL CONTROL In accordance with the requirements of the "Standard Regulations on Corporate Internal Control", the Board conducted an assessment on internal control relating to the Company's financial reporting functions, and confirmed that its internal control was effective as at 31 December 2019. 62 China Life Insurance Company Limited 2019 Annual Report Corporate Governance MAJOR CUSTOMERS In 2019, the gross written premiums received from the Company's five largest customers accounted for less than 30% of the Company's gross written premiums for the year. There is no related party of the Company among the five largest customers. SUFFICIENCY OF PUBLIC FLOAT Based on the information publicly available to the Company and within the knowledge of the Directors as at the Latest Practicable Date (25 March 2020), not less than 25% of the issued share capital of the Company (being the minimum public float applicable to the shares of the Company) was held in public hands. COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE The Company has applied the principles of the Corporate Governance Code (the "CG Code") as set out in Appendix 14 to the Listing Rules, and has complied with all code provisions of the CG Code during the Reporting Period. AUDITORS A resolution was passed at the 2018 Annual General Meeting to engage Ernst & Young Hua Ming LLP as the PRC auditor and the auditor for US Form 20-F of the Company for the year 2019, and Ernst & Young as the Hong Kong auditor of the Company for the year 2019, who will hold office until the conclusion of the 2019 Annual General Meeting. Ernst & Young Hua Ming LLP and Ernst & Young have been serving as the Company's auditors for seven consecutive years. Remuneration paid by the Company to the auditors is subject to the approval at the shareholders' general meeting, pursuant to which the Board is authorized to determine the amount and make payment. Audit fees paid by the Company to the auditors will not affect the independence of the auditors. Remuneration paid by the Company to the auditors in 2019 was as follows: Service/Nature Audit, review and agreed-up procedures fee Including: Internal control audit fee Attending and participating in corporate governance meetings and actively exercising their supervisory role. In 2019, the Board of Supervisors attended the 2018 Annual General Meeting and the First Extraordinary General Meeting 2019 of the Company, and participated in the regular meetings of the Board. All members of the Board of Supervisors participated in the regular meetings of the Audit Committee, the Nomination and Remuneration Committee, the Risk Management and Consumer Rights Protection Committee, the Strategy and Assets and Liabilities Management Committee, and the Connected Transactions Control Committee, respectively, in accordance with the work allocation among Supervisors determined by the Board of Supervisors. By attending these meetings, all Supervisors diligently discharged their duties, oversaw the procedures for convening meetings, carefully listened to the matters considered at the meetings, and participated in discussions when necessary, thus bringing positive effects on further enhancement of corporate governance. 1. during the Reporting Period, the Company did not provide any external guarantee; Supervising and evaluating the performance of duties by Directors. The Company commenced an evaluation of the performance of duties by Directors in accordance with the requirements such as the "Measures for the Administration of Independent Directors of Insurance Institutions" issued by the CBIRC and the "Operational Guidance for Evaluating the Performance of Duties by Directors of Insurance Companies" issued by the Insurance Association of China and after taking into account the "Provisional Measures for Evaluating the Performance of Duties by Directors" of the Company. Based on the performance of duties by Directors in 2019 and by reference to the information obtained during their participation of meetings of the Board and various special committees, the members of the Board of Supervisors evaluated and scored the Directors of the Company and formed evaluation opinions on them, which therefore improved the mechanism for the supervision and evaluation of duty performance of Directors. Attending training courses and constantly enhancing performance of duties by the Supervisors. In 2019, all members of the Board of Supervisors attended a training course on the topic of "Standards of New Insurance Contracts and their Effects", with Ernst & Young Hua Ming LLP and Ernst & Young, the external auditors of the Company, as the speaker, which gave them the opportunity to familiarize with and understand the impact of the standards of new insurance contracts on the subsequent management of the Company. Pursuant to the regulatory requirements, all members of the Board of Supervisors attended the training programs on anti-money laundering. Pursuant to the regulatory requirements of the industry, the new Supervisors of the Company sat for the examinations of the CBIRC regarding the approval of qualifications of new directors, supervisors and senior management officers of insurance institutions as organized by the CBIRC. No. of H Share shareholders: 27,086 Unit: Shares Name of shareholder Nature of shareholder Percentage of shareholding Number of shares held as at the end of the Reporting Period Increase/decrease during the Reporting Period Number of shares subject to selling restrictions Number of shares pledged or frozen China Life Insurance (Group) Company State-owned legal person 68.37% 19,323,530,000 0 HKSCC Nominees Limited Overseas legal person 25.91% 7,323,690,703 +3,393,048 Total number of ordinary share shareholders as at the end of the month prior to the disclosure of the annual report Actively conducting research and investigation activities and examining and understanding the business operation of local branches. In 2019, all members of the Board of Supervisors carried out oversight of and conducted investigation and research on Beijing Branch, Jiangsu Branch, Zhejiang Branch, Guangxi Zhuang Autonomous Region Branch and other branches of the Company, respectively. The investigation and research activities were mainly conducted through various means such as seminar, individual interview and on-site inspection. Through the investigation and research activities, the Board of Supervisors comprehended the corporate business development of local branches in great depth, examined the effectiveness of the implementation by local branches of decisions made by the Board and the management as well as the establishment of the risk prevention and control mechanism, discussed matters in relation to the optimization of the risk prevention and control mechanism and the promotion of the "Dingxin Project", and fully listened to the opinions and advices given by local branches. Particulars of top ten shareholders of the Company No. of A Share shareholders: 101,051 China Life Insurance Company Limited 2019 Annual Report Corporate Governance 65 INDEPENDENT OPINION OF THE BOARD OF SUPERVISORS ON CERTAIN MATTERS During the Reporting Period, the Board of Supervisors of the Company performed its supervisory duties in a diligent manner in accordance with the requirements of the Company Law, the Articles of Association and the "Procedural Rules for the Board of Supervisors' Meetings". 1. The Company's operational compliance with the law. During the Reporting Period, the Company's operations were in compliance with the law. The Company's operations and decision-making procedures were in compliance with the Company Law and the Articles of Association. All Directors and senior management of the Company maintained strict principles of diligence and integrity and performed their duties conscientiously. The Board of Supervisors is not aware of any of them having violated any law, regulation, or any provision in the Articles of Association or harmed the interests of the Company in the course of discharging their duties. 2. The authenticity of the financial report. The Company's annual financial report truly reflected the Company's financial position and operating results. Ernst & Young Hua Ming LLP and Ernst & Young have performed audits and have issued standard and unqualified auditors' reports in respect of the financial statements for the year 2019 in accordance with the China Standards on Auditing of PRC Certified Public Accountants and the International Standards on Auditing, respectively. 3. Acquisition and sale of assets. During the Reporting Period, the prices for acquisition and sale of assets were fair and reasonable. The Board of Supervisors is not aware of any insider trading, any acts harming the interests of shareholders or incurring any loss to the Company's assets. 4. Connected transactions. During the Reporting Period, the connected transactions of the Company were on commercial terms. The Board of Supervisors is not aware of any acts harming the interests of the Company. 5. Internal control system and self-evaluation report on internal control. During the Reporting Period, the Company sought to improve its internal control system, and continued to improve the effectiveness of such system. The Board of Supervisors of the Company reviewed the self-evaluation report on the Company's internal control system and did not raise any objection against the self-evaluation report of the Board regarding the Company's internal control system. By Order of the Board of Supervisors Jia Yuzeng Chairman of the Board of Supervisors Beijing, China 25 March 2020 66 China Life Insurance Company Limited 2019 Annual Report Corporate Governance CHANGES IN ORDINARY SHARES AND SHAREHOLDERS INFORMATION CHANGES IN SHARE CAPITAL During the Reporting Period, there was no change in the total number of shares and the share capital of the Company. ISSUE AND LISTING OF SECURITIES As at the end of the Reporting Period, the Company had not issued any securities in the last three years. During the Reporting Period, there was no change in the total number of shares and the share structure of the Company due to bonus issues or placings, nor were there any internal employees' shares. INFORMATION ON SHAREHOLDERS AND EFFECTIVE CONTROLLER Total number of shareholders and their shareholdings Total number of ordinary share shareholders as at the end of the Reporting Period No. of H Share shareholders: 27,228 Independent Directors of the Company have rendered their independent opinions on the Company's external guarantees, and are of the view that: MATERIAL GUARANTEES No management or administration contracts for the whole or substantial part of any business of the Company were entered into during the Reporting Period. 2019 2018 2017 60 Number of bonus stocks per ten shares Amount of dividends per ten shares Transfer of public reserve into share capital (RMB) were distributed (including Amount of cash dividends (including (shares) tax) (shares) tax) Net profit attributable to equity holders of the Company in the consolidated statements for the year in which dividends were distributed RMB million Percentage of amount of per ten shares Year in which dividends The dividend distribution of the Company for the recent 3 years is as follows: The profit distribution policy of the Company complied with the Articles of Association and the examination and approval procedures of the Company, clearly defined the dividend distribution standards and percentage and the decision-making procedures and system. Small- and medium-sized shareholders of the Company have sufficient opportunities to express their opinions and appeals, and their legitimate rights have been well protected. The Independent Directors diligently considered the profit distribution policy and expressed their independent opinion in this regard. The Company actively promoted the construction of a democratic management system with employee representative meetings as its basic form to protect the democratic rights of employees and to facilitate the joint development between employees and the Company. Its head office and provincial branches have fully established the system of employee representative meetings, organized their respective employees to perform democratic management and supervisory role according to law, and inspected and monitored the implementation of any resolutions adopted by employee representative meetings, thus carrying out the supervisory and performing functions of proposals in a serious manner and constantly improving democratic management. The first meeting of the third session of the employee representative meeting of the Company was held in Beijing on 17 December 2019, during which the "Administrative Work Report" and the "Report on Financial Situation" of the Company were considered and approved. For details regarding the Company's employees (including the number of employees, composition of professionals, educational levels, remuneration policy and training program), please refer to the section headed "Directors, Supervisors, Senior Management and Employees" in this annual report. FORMULATION AND IMPLEMENTATION OF PROFIT DISTRIBUTION POLICY In accordance with Article 217 of the Articles of Association, the basic principles of the Company's profit distribution are as follows: 1. The Company shall take the investment return for investors into full account and allocate the required percentage of the Company's realized distributable profits to shareholders as dividends each year; 2. The Company shall maintain a sustainable and steady profit distribution policy and at the same time take into consideration the Company's long-term interest, general interest of all the shareholders and the sustainable development of the Company; 3. The Company shall give priority to cash dividends as its profit distribution manner. In accordance with Article 218 of the Articles of Association, the Company's profit distribution policy is as follows: 1. Profit distribution modes: The Company may distribute dividends in the form of cash or shares or a combination of cash and shares. If practicable, the Company may distribute interim dividends. The Company's dividends shall not bear interest, save in the case where the Company fails to distribute the dividends to the shareholders on the day when dividends were due to have been distributed; 2. Conditions for and percentage of distribution of cash dividends: If the Company makes profits in a given year and the cumulative undistributed profit is positive, the Company shall distribute dividends in the form of cash and the cumulative profits distributed in cash over the past three years by the Company shall be no less than thirty percent (30%) of the average annual distributable profits in recent three years; 3. Conditions for distribution of share dividends: If the Company's operation is sound and the Board of Directors is of the opinion that share dividends distribution is in the interest of all the Company's shareholders since the Company's stock price does not match the Company's share capital, the Company may propose a share dividends distribution plan if the conditions for cash dividends listed above are satisfied. In addition, the Company's profit distribution is required to comply with relevant regulatory requirements. If the Company's core solvency ratio or comprehensive solvency ratio does not meet the minimum requirements, the CBIRC may adopt regulatory measures against the Company due to its failure to meet the minimum requirements, which may restrict the Company's ability to distribute dividends to its shareholders. China Life Insurance Company Limited 2019 Annual Report Corporate Governance 59 In accordance with Article 219 of the Articles of Association, the procedures of reviewing the Company's profit distribution proposal is as follows: The Company's profit distribution proposal shall be reviewed by the Board of Directors. The Board of Directors shall have a sufficient discussion of the reasonableness of the profit distribution proposal. After a special resolution regarding the proposal is reached and independent opinions have been given by the Company's Independent Directors, the proposal shall be submitted to the Company's general meeting for approval. In reviewing the profit distribution proposal, the Company shall provide Internet-based voting mechanism to the shareholders. When deliberating on specific cash dividend proposal by the Company's general meeting, the Company shall make active communication with shareholders, especially small- and medium-sized shareholders, through various channels. The Company shall also fully solicit opinions and appeals from investors, and give timely reply to concerns of small- and medium-sized investors. Profit distribution plan and public reserves capitalization plan Profit distribution plan or public reserves capitalization plan for the year of 2019 In accordance with the profit distribution plan for the year 2019 approved by the Board on 25 March 2020, with the appropriation to its discretionary surplus reserve fund of RMB5,857 million (10% of the net profit for 2019), the Company, based on 28,264,705,000 shares in issue, proposed to distribute cash dividends amounting to RMB20,633 million to all shareholders of the Company at RMB0.73 per share (inclusive of tax). The foregoing profit distribution plan is subject to the approval by the 2019 Annual General Meeting to be held on 29 June 2020 (Monday). Dividends payable to domestic shareholders are declared, valued and paid in RMB. Dividends payable to shareholders of the Company's foreign-listed shares are declared and valued in RMB and paid in the currency of the jurisdiction in which the foreign-listed shares are listed (if the Company is listed in more than one jurisdiction, dividends shall be paid in the currency of the Company's principal jurisdiction of listing as determined by the Board). The Company shall pay dividends to shareholders of foreign-listed shares in conformity with the PRC regulations on foreign exchange control. If no such regulations are in place, the applicable exchange rate is the average closing rate published by the People's Bank of China one week before the declaration of the distribution of dividends. No public reserve capitalization is provided for in the profit distribution plan for the current financial year. cash dividends in net profit attributable to equity holders of the Company in the consolidated statements 7.3 20,633 Shareholders are taxed and/or enjoy tax relief for the dividend income received from the Company in accordance with the "Individual Income Tax Law of the People's Republic of China", the "Enterprise Income Tax Law of the People's Republic of China", and relevant administrative rules, governmental regulations and guiding documents. Please refer to the announcement published by the Company on the website of the SSE on 13 June 2019 for the information on income tax in respect of the dividend distributed to A Share shareholders during the Reporting Period, and the announcement published by the Company on the HKExnews website of the Hong Kong Exchanges and Clearing Limited on 30 May 2019 for the information on income tax in respect of the dividend distributed to H Share shareholders during the Reporting Period. PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S SECURITIES During the Reporting Period, the Company and its subsidiaries did not purchase, sell or redeem any of the Company's listed securities. No H Share stock appreciation rights of the Company were granted or exercised in 2019. The Company will deal with such rights and related matters in accordance with the PRC governmental policies. DAY-TO-DAY OPERATIONS OF THE BOARD Details of the Board meetings and the Board's performance of its duties during the Reporting Period are set out in the section headed "Report of Corporate Governance" in this annual report. DIRECTORS' AND SUPERVISORS' SERVICE CONTRACTS None of the Directors or Supervisors has entered into any service contracts with the Company and its subsidiaries that are not terminable within one year or can only be terminated by the Company with payment of compensation (other than statutory compensation). INTERESTS OF DIRECTORS AND SUPERVISORS (AND THEIR CONNECTED ENTITIES) IN MATERIAL TRANSACTIONS, ARRANGEMENTS OR CONTRACTS None of the Directors or Supervisors (and their connected entities) is or was materially interested, directly or indirectly, in any transaction, arrangement or contract of significance entered into by the Company or its controlling shareholders or any of their respective subsidiaries at any time during the Reporting Period or subsisted at the end of the Reporting Period. China Life Insurance Company Limited 2019 Annual Report Corporate Governance 61 DIRECTORS' AND SUPERVISORS' RIGHTS TO ACQUIRE SHARES No arrangements to which the Company, any of its subsidiaries or holding companies, or any subsidiary of the Company's holding companies is a party, and whose objects are, or one of whose objects is, to enable Directors or Supervisors (including their spouses and children under the age of 18) to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate, subsisted at any time during the Reporting Period or at the end of the Reporting Period. DISCLOSURE OF INTERESTS OF DIRECTORS, SUPERVISORS AND THE CHIEF EXECUTIVE IN THE SHARES OF THE COMPANY As at the end of the Reporting Period, none of the Directors, Supervisors and the chief executive of the Company had any interests or short positions in the shares, underlying shares or debentures of the Company or its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the "SFO")) that were required to be recorded in the register of the Company required to be kept pursuant to Section 352 of the SFO or which had to be notified to the Company and the HKSE pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") as set out in Appendix 10 to the Listing Rules. In addition, the Board has created a code of conduct in relation to the sale and purchase of the Company's securities by Directors and Supervisors, which is no less stringent than the Model Code. Upon specific inquiry by the Company, the Directors and Supervisors have confirmed compliance with the Model Code and the Company's own code of conduct in the year of 2019. PRE-EMPTIVE RIGHTS AND ARRANGEMENTS FOR SHARE OPTIONS According to the Articles of Association and relevant PRC laws, there is no provision for any pre-emptive rights of the shareholders of the Company. At present, the Company does not have any arrangement for share options. MANAGEMENT CONTRACTS INFORMATION OF TAX DEDUCTION FOR HOLDERS OF LISTED SECURITIES China Securities Finance Corporation Limited Details of the movement in share capital of the Company are set out in Note 36 in the Notes to the Consolidated Financial Statements in this annual report. Details of the movement in property, plant and equipment of the Company are set out in Note 6 in the Notes to the Consolidated Financial Statements in this annual report. 58,287 35% 1.6 4,522 11,395 40% 4.0 11,306 32,253 35% China Life Insurance Company Limited 2019 Annual Report Corporate Governance CHANGES IN ACCOUNTING ESTIMATES The changes in accounting estimates of the Company during the Reporting Period are set out in Note 3 in the Notes to the Consolidated Financial Statements in this annual report. RESERVES Details of the reserves of the Company are set out in Note 38 in the Notes to the Consolidated Financial Statements in this annual report. CHARITABLE DONATIONS The total amount of charitable donations made by the Company during the Reporting Period was approximately RMB192.80 million. PROPERTY, PLANT AND EQUIPMENT SHARE CAPITAL State-owned legal person No. of A Share shareholders: 116,377 723,937,634 0.05% 0.04% 12,720,175 +12,720,175 12,400,000 0 China Life Insurance Company Limited 2019 Annual Report Corporate Governance 67 Details of shareholders 1. HKSCC Nominees Limited is a company that holds shares on behalf of the clients of the Hong Kong stock brokers and other participants of the CCASS system. The relevant regulations of the HKSE do not require such persons to declare whether their shareholdings are pledged or frozen. Hence, HKSCC Nominees Limited is unable to calculate or provide the number of shares that are pledged or frozen. 2. China Universal Asset Management Co., Ltd - Industrial and Commercial Bank of China Limited - China Universal - Tianfu Bull No. 53 Asset Management Plan has Industrial and Commercial Bank of China Limited as its asset trustee. Industrial and Commercial Bank of China Limited - SSE 50 Exchange Traded Index Securities Investment Fund has Industrial and Commercial Bank of China Limited as its fund depositary. Save as above, the Company was not aware of any connected relationship and concerted parties as defined by the "Measures for the Administration of the Takeover of Listed Companies" among the top ten shareholders of the Company. Information relating to the Controlling Shareholder and Effective Controller The controlling shareholder of the Company is CLIC, and its relevant information is set out below: Name of company Legal representative Date of incorporation Major businesses Shareholdings in other subsidiaries and affiliates listed in China or abroad during the Reporting Period China Life Insurance (Group) Company 21 July 2003 (CLIC was formerly known as China Life Insurance Company, a company approved and formed by the State Council in January 1999. With the approval of the former China Insurance Regulatory Commission in 2003, China Life Insurance Company was restructured as CLIC) Insurance services including receipt of premiums and payment of benefits in respect of the in-force life, health, accident and other types of personal insurance business, and the reinsurance business; holding or investing in domestic and overseas insurance companies or other financial insurance institutions; funds application business permitted by national laws and regulations or approved by the State Council of PRC; other businesses approved by banking and insurance regulatory agencies. As at 31 December 2019, CLIC held 1,785,098,644 H shares of Town Health International Medical Group Limited, representing 23.72% of its total shares. 68 China Life Insurance Company Limited 2019 Annual Report Corporate Governance 2.56% State-owned legal person State-owned legal person National Social Security Fund Portfolio 416 China National Nuclear Corporation Wang Bin 12,806,123 -5,369,800 Central Huijin Asset Management Limited Hong Kong Securities Clearing Company Limited China Universal Asset Management Co., Ltd - Industrial and Commercial Bank State-owned legal person 0 119,719,900 0 Overseas legal person 0.19% 54,650,164 +23,940,802 Other 0.42% 15,015,845 0.05% Other +12,995,533 12,995,533 0.05% State-owned legal person National Social Security Fund Portfolio 103 Industrial and Commercial Bank of China Limited - SSE 50 Exchange Traded Index Securities Investment Fund of China Limited - China Universal - Tianfu Bull No. 53 Asset Management Plan 0 -- 0.05% Supervisor 0 Employee Representative Supervisor Female October 1965 Since 27 December 2019 0 Wang Xiaoqing Total 2.82 6.78 No 0 0 183.12 241.24 58.12 3.96 No 42.22 15.41 Han Bing Notes: Supervisor Male November 1971 Since 12 July 2019 0 0 25.28 16.94 No Employee Representative Cao Qingyang Male May 1963 Since 12 July 2019 0 0 28.58 43.99 1. Pursuant to the Articles of Association, Supervisors serve for a term of three years and may be re-elected. 2. The positions of the Supervisors in this annual report reflect their positions as at the submission date of this annual report. The emoluments are calculated based on their terms of office during the Reporting Period. In order to consistently carry out the relevant arrangements under the "Notice of the State Council on Issuing the Implementation Plan for Transferring Part of State-owned Capital to Supplement Social Security Fund" (Guo Fa [2017] No. 49), the CBIRC has approved the one-off transfer by the Ministy of Finance of 10% of its equity interest in CLIC to the National Council for Social Securit Fund (the "SSF") (the "Gratuitous Transfer") in accordance with the "Reply for the Approval of Change of Shareholder of China Life Insurance (Group) Company" (CBIRC's Reply [2020] No. 63). Upon completion fo the Gratuitous Transfer, the Ministry of Finance and the SSF will hold 90% and 10% equity interest in CLIC, respectively. 68.37% China Life Insurance Company Limited 2019 Annual Report Corporate Governance 69 (Note 1): BlackRock, Inc. was interested in a total of 596,096,797 H shares in accordance with the provisions of Part XV of the SFO. Of these shares, BlackRock Investment Management, LLC, BlackRock Financial Management, Inc., BlackRock Institutional Trust Company, National Association, BlackRock Fund Advisors, Black Rock Advisors, LLC, BlackRock Japan Co., Ltd., BlackRock Asset Management Canada Limited, BlackRock Investment Management (Australia) Limited, BlackRock Asset Management North Asia Limited, Black Rock (Netherlands) B.V., BlackRock Advisors (UK) Limited, BlackRock International Limited, Black Rock Asset Management Ireland Limited, BLACKROCK (Luxembourg) S.A., BlackRock Investment Management (UK) Limited, BlackRock Asset Management Deutschland AG, BlackRock Fund Managers Limited, BlackRock Life Limited, BlackRock (Singapore) Limited, BlackRock Asset Management (Schweiz) AG and BlackRock Investment Management (Taiwan) Limited were interested in 7,811,000 H shares, 13,660,000 H shares, 172,685,588 H shares, 198,392,000 H shares, 2,147,000 H shares, 15,318,722 H shares, 1,116,000 H shares, 5,388,000 H shares, 24,226,318 H shares, 1,086,000 H shares, 2,829,000 H shares, 1,254,000 H shares, 56,388,918 H shares, 26,547,000 H shares, 28,389,313 H shares, 476,000 H shares, 23,817,331 H shares, 10,588,607 H shares, 3,906,000 H shares, 60,000 H shares, and 10,000 H shares, respectively. All of these entities are either controlled or indirectly controlled subsidiaries of BlackRock, Inc. Of these 596,096,797 H shares, 9,201,000 H shares were cash settled unlisted derivatives. BlackRock, Inc. held by way of attribution a short position as defined under Part XV of the SFO in 355,000 H shares (0.00%). These 355,000 H shares were cash settled unlisted derivatives. (Note 2): JPMorgan Chase & Co. was interested in a total of 460,067,443 H shares in accordance with the provisions of Part XV of the SFO. Of these shares, J.P. Morgan Bank Luxembourg S.A.-Amsterdam Branch, J.P. Morgan Securities LLC, JPMORGAN ASSET MANAGEMENT (UK) LIMITED, JPMorgan Chase Bank, National Association, JPMorgan Asset Management (Asia Pacific) Limited, China International Fund Management Co., Ltd., JPMorgan Asset Management (Taiwan) Limited, J.P. Morgan AG, J.P. Morgan Bank Luxembourg S.A.-Stockholm Bankfilial, JPMORGAN CHASE BANK, N.A.-LONDON BRANCH, J.P. Morgan Investment Management Inc., J.P. Morgan Bank Luxembourg S.A.-Oslo Branch, JPMorgan Chase Bank, N.A.-Sydney Branch, J.P. Morgan Bank Luxembourg S.A., J.P. Morgan Trust Company of Delaware, JPMorgan Chase Bank, N.A.- Hong Kong Branch, J.P. MORGAN SECURITIES PLC and J.P. Morgan (Suisse) SA were interested in 4,473,173 H shares, 14,556,596 H shares, 12,485,000 H shares, 65,326,723 H shares, 64,913,000 H shares, 37,000 H shares, 5,798,000 H shares, 1,000 H shares, 3,618,779 H shares, 74,231,967 H shares, 56,762,361 H shares, 267,240 H shares, 3,765,773 H shares, 4,095,000 H shares, 4,640 H shares, 8,717,503 H shares, 136,449,372 H shares and 4,564,316 H shares, respectively. All of these entities are either controlled or indirectly controlled subsidiaries of JPMorgan Chase & Co. Included in the 460,067,443 H shares are 157,493,474 H shares (2.11%), which are held in the "lending pool", as defined under Section 5(4) of the Securities and Futures (Disclosure of Interests - Securities Borrowing and Lending) Rules. Of these 460,067,443 H shares, 15,096,000 H shares were physically settled listed derivatives, 1,840,000 H shares were cash settled listed derivatives, 21,164,574 H shares were physically settled unlisted derivatives and 43,437,000 H shares were cash settled unlisted derivatives. JPMorgan Chase & Co. held a short position as defined under Part XV of the SFO in 128,651,185 H shares (1.72%). Of these 128,651,185 H shares, 12,915,000 H shares were physically settled listed derivatives, 7,316,000 H shares were cash settled listed derivatives, 32,643,315 H shares were physically settled unlisted derivatives, 73,840,248 H shares were cash settled unlisted derivatives and 2 H shares were convertible instruments listed derivatives. Save as disclosed above, the Directors, Supervisors and the chief executive of the Company are not aware of any other party who, as at 31 December 2019, had an interest or short position in the shares and underlying shares of the Company which was recorded in the register required to be kept by the Company pursuant to Section 336 of the SFO. Yes 70 China Life Insurance Company Limited 2019 Annual Report Corporate Governance CURRENT DIRECTORS Other benefits, social insurance, Total housing emoluments Whether Number of shares provident DIRECTORS, SUPERVISORS, SENIOR MANAGEMENT AND EMPLOYEES DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT 6 The letter "L" denotes a long position. The letter "S" denotes a short position. The letter "P" denotes interest in a lending pool. 0.56% BlackRock, Inc. (Note 1) Interest in controlled corporation 596,096,797 (L) 8.01% 2.11% H Shares 355,000 (S) 0.00% 0.00% JPMorgan Chase & Co. (Note 2) Interest in controlled corporation, investment manager, person having a security interest in shares, trustee, approved lending agent 460,067,443 (L) 6.18% 1.63% H Shares 128,651,185 (S) 157,493,474 (P) 1.72% 0.46% 2.11% 92.80% 0 ten thousands 0 social insurance, Total housing emoluments Whether Number of shares provident received from The effective controller of the Company is the Ministry of Finance of the People's Republic of China. The equity and controlling relationship between the Company and its effective controller is set out in below: Number of received fund and the Company shares held Reason for Remuneration emolument Name Salary/ Position Ministry of Finance 90% received from A Shares Beneficial owner China Life Insurance (Group) Company Percentage of the total number of shares in issue Percentage of the respective class of shares Number of shares held Class of shares of the PRC Capacity shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which were recorded in the register required to be kept by the Company pursuant to Section 336 of the SFO, or as otherwise notified to the Company and the HKSE: So far as is known to the Directors, Supervisors and the chief executive of the Company, as at 31 December 2019, the following persons (other than the Directors, Supervisors and the chief executive of the Company) had interests or short positions in the shares or underlying INTERESTS AND SHORT POSITIONS IN THE SHARES AND UNDERLYING SHARES OF THE COMPANY HELD BY SUBSTANTIAL SHAREHOLDERS AND OTHER PERSONS UNDER HONG KONG LAWS AND REGULATIONS During the Reporting Period, there was no change to the controlling shareholder and the effective controller of the Company. As at the end of the Reporting Period, there was no other corporate shareholder holding more than 10% of the shares in the Company. China Life Insurance Company Limited 68.37% China Life Insurance (Group) Company National Council for Social Security Fund 10% Name of substantial shareholder Gender Date of Birth Term Jia Yuzeng Male June 1962 Since 11 July 2018 0 0 125.30 22.95 Chairman of the Board of 148.25 Supervisors Luo Zhaohui Supervisor Male March 1974 Since 11 February 2018 0 0 No ten thousands (before tax) in RMB held at the enterprise during at the end changes paid in RMB from connected beginning annuity of the year ten thousands the Reporting parties of of the year fund paid by Period in RMB 19,323,530,000 (L) the Company the Company 0 received Number of Salary/ July 1971 Since 16 August 2019 0 0 0 0 0 Yes Male Chang Tso Tung Stephen Independent Director November 1948 Since 20 October 2014 0 0 32.00 0 32.00 Yes Male Robinson Drake Pike Non-executive Director Yes June 1965 Since 31 July 2017 0 0 0 0 0 Yes Wang Junhui Yin Zhaojun Male July 1965 Since 31 July 2017 0 0 0 0 0 Non-executive Director Independent Director Male October 1951 30.00 0 30.00 Yes Total 0 0 I 0 185.67 195.29 I Notes: 1. According to the "Procedural Rules for the Board Meetings of China Life Insurance Company Limited", Directors serve for a term of three years and may be re-elected. However, Independent Directors may not serve for more than six years. 2. The positions of the Directors in this annual report reflect their positions as at the submission date of this annual report. The emoluments are calculated based on their terms of office during the Reporting Period. 3. According to the requirements of the relevant remuneration policies of the Company, the final amount of emoluments of the Executive Directors is currently subject to review and approval. The result of the review will be disclosed when the final amount is confirmed. 4. Following the election at the 2018 Annual General Meeting of the Company and upon the approval by the CBIRC Beijing Bureau, Mr. Li Mingguang and Mr. Wang Junhui became an Executive Director and a Non-executive Director of the sixth session of the Board of Directors of the Company, respectively, on 16 August 2019. After the consideration and approval by the First Extraordinary General Meeting 2019 of the Company and upon the approval by the CBIRC Beijing Bureau, Mr. Zhao Peng became an Executive Director of the sixth session of the Board of Directors of the Company on 20 February 2020. China Life Insurance Company Limited 2019 Annual Report Corporate Governance 9.62 0 Since 20 July 2016 April 1939 Since 11 July 2015 0 0 32.00 0 32.00 No Tang Xin Leung Oi-Sie Elsie Independent Director Independent Director Male September 1971 Since 7 March 2016 0 0 32.00 0 32.00 Yes Female Male Other benefits, Non-executive Director Yes connected of the year fund paid by Period in RMB parties of the Company ten thousands the Company the Reporting in RMB ten thousands Wang Bin Chairman of the Board, Executive Director Male November 1958 Since 3 December 2018 0 0 (before tax) 0 annuity of the year fund and the Company emolument Name Position Gender Date of Birth Term ten thousands held at the Reason for Remuneration changes paid in RMB enterprise during from beginning shares held at the end 0 0 3. According to the requirements of the relevant remuneration policies of the Company, the final amount of emoluments of the Chairman of the Board of Supervisors and the Supervisors is currently subject to review and approval. The result of the review will be disclosed when the final amount is confirmed. 4. Following the election at the third extraordinary meeting of the second session of the employee representative meeting of the Company and upon the approval by the CBIRC Beijing Bureau, Mr. Cao Qingyang became an Employee Representative Supervisor of the sixth session of the Board of Supervisors of the Company on 12 July 2019. Following the election at the 2018 Annual General Meeting of the Company and upon the approval by the CBIRC Beijing Bureau, Mr. Han Bing became a Non-employee Representative Supervisor of the sixth session of the Board of Supervisors of the Company on 12 July 2019. Following the election at the fourth extraordinary meeting of the second session of the employee representative meeting of the Company and upon the approval by the CBIRC Beijing Bureau, Ms. Wang Xiaoqing became an Employee Representative Supervisor of the sixth session of the Board of Supervisors of the Company on 27 December 2019. Zhao Peng Executive Director Male April 1972 Since 20 February 2020 0 0 Yes No Yuan Changging Male September 1961 Since 11 February 2018 0 0 0 0 0 Non-executive Director 69.29 9.62 59.67 Yes Su Hengxuan Executive Director Male February 1963 Since 20 December 2018 0 0 0 0 0 Yes Li Mingguang Executive Director Male July 1969 Since 16 August 2019 0 0 Liu Huimin 72 China Life Insurance Company Limited 2019 Annual Report Corporate Governance No Other benefits, 2.78 4.74 0 0 2 February 2019- 22 July 2019 July 1972 Male Supervisor 7.52 Tang Yong No Resigned due to the 420 18 February 2019 14.20 1881 4.67 9.53 adjustment of work 0 552 Resigned due to the arrangements Supervisor 22 July 2019 adjustment of work Yes 0 0 0 arrangements 0 February 1974 Male Representative Huang Xin 20 June 2018- Resigned due to the Employee Yes adjustment of work arrangements 0 Employee 0 Male 19 Vice President 1.79 0.85 0 0 November 1958 Male November 2014- January 2019 Xu Hengping Executive Director 11 July 2015- Period ten thousands in RMB the Company fund paid by the Reporting the Company during 24 January 2019 November 1959 2.64 Resigned due to the reason of age Supervisor 25 May 2009- Shi Xiangming June 2019 Resigned due to the reason of age November 2014- No 70.60 No 10.09 0 0 May 1959 Male Executive Director Vice President Xu Haifeng 28 June 2019 11 July 2015- 60.51 Resigned due to the 15 March 2018 - Song Ping Mr. Zhao Peng, born in 1972, Chinese 76 China Life Insurance Company Limited 2019 Annual Report Corporate Governance 75 Mr. Li became an Executive Director of the Company in August 2019. He has been the Vice President of the Company since November 2014, the Chief Actuary of the Company since March 2012, the Chief Actuary of China Life Pension Company Limited since May 2012 and the Board Secretary of the Company since June 2017. Mr. Li joined the Company in 1996 and subsequently served as the Deputy Division Chief, the Division Chief, an Assistant to the General Manager of the Product Development Department, the Responsible Actuary of the Company and the General Manager of the Actuarial Department. He graduated from Shanghai Jiaotong University with a bachelor's degree in computer science in 1991, Central University of Finance and Economics majoring in monetary banking (actuarial science) with a master's degree in 1996 and Tsinghua University with an EMBA in 2010, and also studied in University of Pennsylvania in the United States in 2011. Mr. Li is a Fellow of the China Association of Actuaries (FCAA) and a Fellow of the Institute and Faculty of Actuaries (FIA). He was the Chairman of the first session of the China Actuarial Working Committee and the Secretary-general of both the first and the second sessions of the China Association of Actuaries. He is currently an Executive Director of the China Association of Actuaries and a member of the China National Master of Insurance Education Supervisory Committee. Mr. Li Mingguang, born in 1969, Chinese Mr. Su became an Executive Director of the Company in December 2018. He has been the President of the Company since April 2019 and the Vice President of China Life Insurance (Group) Company since December 2017. He was the President of China Life. Pension Company Limited from March 2015 to February 2018. Mr. Su served various positions in the Company from 2000 to 2015, including the Deputy General Manager of Henan Branch, the General Manager of the Individual Insurance Department of the Company, the General Manager of the Individual Insurance Sales Department of the Company, an Assistant to the President and the Vice President of the Company. Mr. Su graduated from Wuhan University and the University of Science and Technology of China and obtained a doctoral degree in management science and engineering from the University of Science and Technology of China in 2011. Mr. Su, a senior economist, has over 35 years of experience in the operation and management of life insurance business. Mr. Su Hengxuan, born in 1963, Chinese Mr. Wang is the Chairman of the Board of Directors of the Company, the Chairman of the Board of Directors and the Secretary to the Party Committee of China Life Insurance (Group) Company, the Chairman of the Board of Directors of China Life Asset Management Company Limited, the Chairman of the Board of Directors of China Life Insurance (Overseas) Company Limited, and a Director and the Chairman of the Board of Directors of China Guangfa Bank Co., Ltd. Mr. Wang has successively been employed by government authorities and financial institutions, with nearly 30 years of experience in financial management. He worked at the People's Bank of China, participating in the preparation and establishment of Agricultural Development Bank of China as an important member. Mr. Wang served as the General Manager of Jiangxi Branch of Agricultural Development Bank of China, and the President of Tianjin Branch and Beijing Branch of the Bank of Communications Co., Ltd. (the "Bank of Communications"). He served as the Vice President of the Bank of Communications from 2005 to 2012 and concurrently served as an Executive Director of the Bank of Communications from 2010 to 2012. From March 2012 to August 2018, he served as the Chairman of the Board of Directors and the Secretary to the Party Committee of China Taiping Insurance Group Ltd. Mr. Wang holds a doctoral degree in economics. He is a researcher, a delegate to the 19th National Congress of the Communist Party of China, and a member of the 12th and 13th National Committee of the Chinese People's Political Consultative Conferences. Mr. Zhao became an Executive Director of the Company in February 2020. He has been the Vice President of the Company since March 2018 and the Chief Financial Officer of China Life Insurance (Group) Company since August 2019. He served as an Assistant to the President of the Company from October 2017 to March 2018 and the General Manager of Zhejiang Branch of the Company from January 2015 to October 2017. From 2014 to 2015, he successively served as the Deputy General Manager (at the general manager level of the provincial branches) and the Person-in-Charge of Zhejiang Branch of the Company. From 2003 to 2014, he successively held various positions in China Life Insurance (Group) Company, including the Division Chief of the Capital Management Division of the Finance Department, an Assistant to the General Manager and the Division Chief of the Capital Management Division of the Finance Department, an Assistant to the General Manager, the Deputy General Manager and the General Manager of the Finance and Accounting Department, and the General Manager of the Finance Department. From 1995 to 2003, Mr. Zhao successively served as a staff member of the Capital Division, a staff member of the Financial Management Division, the Deputy Division Chief and the Division Chief of the Capital Division of the Planning and Finance Department of China Life Insurance Company. Mr. Zhao graduated from Hunan College of Finance and Economics in July 1995, majoring in actuarial science with a bachelor's degree in economics, from Central University of Finance and Economics in June 2002, majoring in finance with a master's degree in economics, and from Tsinghua University in January 2007, majoring in business administration with a master's degree in business administration. Mr. Wang Bin, born in 1958, Chinese China Life Insurance Company Limited 2019 Annual Report Corporate Governance 74 3. According to the requirements of the relevant remuneration policies of the Company, the final amount of emoluments of the Executive Directors, Supervisors and the Senior Management is currently subject to review and approval. The result of the review will be disclosed when the final amount is confirmed. 2. The emoluments are calculated based on the terms of office of the resigned and retired Directors, Supervisors and Senior Management during the Reporting Period. 1. This table sets out the information of Directors, Supervisors and Senior Management who resigned or retired during the Reporting Period and as at the submission date of this annual report. Notes: 346.85 75.10 DIRECTORS 271.75 Mr. Yuan Changqing, born in 1961, Chinese Mr. Liu Huimin, born in 1965, Chinese China Life Insurance Company Limited 2019 Annual Report Corporate Governance 78 Ms. Leung became an Independent Director of the Company in July 2016. She was the first Secretary for Justice of Hong Kong, a member of the Executive Council of Hong Kong, the Deputy Director of the Hong Kong Basic Law Committee of the Standing Committee of the 2nd, 3rd and 4th National People's Congress and a consultant of lu, Lai & Li Solicitors & Notaries. Ms. Leung served as a member of the Social Welfare Advisory Committee and the Equal Opportunities Commission, an executive committee member and a council member of the Hong Kong Federation of Women, the Chairperson and President of the International Federation of Women Lawyers, and the Honorary President of the Nanhai Worldwide Friendship Federation. She is a Justice of the Peace, a Notary Public and a China-Appointed Attesting Officer. She has been awarded the "Grand Bauhinia Medal" and admitted as a solicitor by the Law Societies of Hong Kong and England. Ms. Leung graduated from the University of Hong Kong with a master's degree in law, and is a fellow of the International Academy of Matrimonial Lawyers. She has been an Independent Non-executive Director of United Company RUSAL Plc since December 2009, an Independent Non-executive Director of China Resources Power Holdings Company Limited since April 2010, and an Independent Non-executive Director of PetroChina Company Limited since June 2017. Ms. Leung Oi-Sie Elsie, born in 1939, Chinese Mr. Tang became an Independent Director of the Company in March 2016. He is a professor of the School of Law of Tsinghua University, the Deputy Head of the Commercial Law Research Center of Tsinghua University, an associate editor of "Tsinghua Law Review", a member of the Listing Committee of the Shanghai Stock Exchange, the Chairman of the Independent Director Committee of China Association for Public Companies, and an Independent Director of each of Harvest Fund Management Co., Ltd., GF Securities Co., Ltd. and Bank of Guizhou Co., Ltd. Mr. Tang was elected as a member of the first and second sessions of the Merger, Acquisition and Reorganization Review Committee of the China Securities Regulatory Commission from 2008 to 2010. He served as an Independent Director of China Spacesat Co., Ltd. from 2008 to 2014, an Independent Director of each of SDIC Power Holdings Co., Ltd. and Changjiang Securities Company Limited from 2009 to 2013, and an Independent Director of Beijing Rural Commercial Bank Co., Ltd. from 2009 to 2015. Mr. Tang graduated from Renmin University of China with bachelor's, master's and doctorate degrees in law. Mr. Tang Xin, born in 1971, Chinese Mr. Pike became an Independent Director of the Company in July 2015. Before his retirement from Goldman Sachs in 2014, Mr. Pike served as the Managing Director of Goldman Sachs and the Chief Representative of the Beijing Representative Office of Goldman Sachs International Bank UK from August 2011 to May 2014, and the Managing Director of Goldman Sachs and the senior advisor and project coordinator sent to the Industrial and Commercial Bank of China by Goldman Sachs from January 2007 to August 2011. He was the Senior Vice President of Lehman Brothers and the Deputy Head and the Head of Asia Credit Risk Management of Lehman Brothers from July 2000 to December 2006. Mr. Pike has over 30 years of experience in the Asian financial industry with a focus on risk management and China's banking industry. He holds a bachelor's degree of arts in Chinese Language and Literature from Yale University and a master's degree of public affairs in development economics from Princeton University's Woodrow Wilson School. Mr. Robinson Drake Pike, born in 1951, American Mr. Yuan became a Non-executive Director of the Company in February 2018. He is the Vice Chairman, President and Deputy Secretary to the Party Committee of China Life Insurance (Group) Company. Mr. Yuan served as the Chairman of the Supervisory Committee and the Deputy Secretary to the Party Committee of Agricultural Bank of China Limited from April 2015 to May 2017. He served as the Deputy General Manager and the Secretary to the Discipline Inspection Committee of China Everbright Group Corporation Limited from November 2014 to April 2015, the Secretary to the Discipline Inspection Committee of China Everbright Group Limited from December 2008 to August 2012, and an Executive Director, the Deputy General Manager and the Secretary to the Discipline Inspection Committee of China Everbright Group Limited from August 2012 to November 2014, during which he concurrently acted as the Chairman of Everbright Securities Company Limited. During the period from 1995 to 2008, he served as the Vice President, President and Secretary to the Party Committee of Xinjiang Branch, the President and Secretary to the Party Committee of Henan Branch, and the Director of the Organization Department of the Party Committee and the General Manager of the Human Resources Department of the head office of Industrial and Commercial Bank of China Limited. During the period from 1981 to 1995, he held various professional and management positions in branch offices of the People's Bank of China and Industrial and Commercial Bank of China. Mr. Yuan, a senior economist, graduated from the University of Hong Kong, majoring in international business administration with a master's degree in business administration. 77 Mr. Chang became an Independent Director of the Company in October 2014. He served as the Vice Chairman of the Greater China Region of Ernst & Young, the Managing Partner for professional services and the Chairman of auditing and consulting service of Ernst & Young until his retirement in 2004. From 2007 to 2013, Mr. Chang was an Independent Non-executive Director of China Pacific Insurance (Group) Co., Ltd. Mr. Chang is currently an Independent Non-executive Director of Kerry Properties Limited and Hua Hong Semiconductor Limited, all of which are listed on the HKSE. Mr. Chang has been practicing as a certified public accountant in Hong Kong for around 30 years and has extensive experience in accounting, auditing and financial management. Mr. Chang holds a bachelor's degree of science from the University of London, and is a fellow member of the Institute of Chartered Accountants in England and Wales. Mr. Chang Tso Tung Stephen, born in 1948, Chinese Mr. Wang became a Non-executive Director of the Company in August 2019. He has been the Chief Investment Officer of China Life Insurance (Group) Company and the President of China Life Asset Management Company Limited since August 2016. He has been the Chairman of China Life Franklin Asset Management Company Limited since September 2016 and the Chairman of China Life AMP Asset Management Co., Ltd. since December 2016. From 2004 to 2016, he served as an Assistant to the President and the Vice President of China Life Asset Management Company Limited, and the President of China Life Investment Holding Company Limited. From 2002 to 2004, he served as the Director of the Investment Department and an Assistant to the General Manager of Harvest Fund Management Co., Ltd. Mr. Wang graduated from the School of Computer Science of Beijing University of Technology with a bachelor's degree in software in 1995, and Chinese Academy of Fiscal Sciences of the Ministry of Finance of the PRC with a doctoral degree in finance in 2008. He is a senior economist. Mr. Wang Junhui, born in 1971, Chinese Mr. Yin became a Non-executive Director of the Company in July 2017. He has been the President of China Guangfa Bank Co., Ltd. since September 2019 and the Vice President of China Life Insurance (Group) Company since October 2016. He joined the Bank of Communications in July 1990, and consecutively served as an Assistant to the President of Beijing Branch and the Vice President of Shanxi branch of the Bank of Communications from 2005, and the President of Shanxi Branch, Hebei Branch and Beijing Branch of the Bank of Communications from 2011. Mr. Yin graduated from the China University of Political Science and Law with a master's degree in public administration. Before that, he graduated from the Faculty of Accounting of the Beijing College of Finance and Commerce with a bachelor's degree in economics. Mr. Yin Zhaojun, born in 1965, Chinese China Life Insurance Company Limited 2019 Annual Report Corporate Governance Mr. Liu became a Non-executive Director of the Company in July 2017. He has been the Vice President of China Life Insurance (Group) Company since September 2013. He served as the Vice President of China Life Asset Management Company Limited from 2004, and the President and a Director of the same company from 2006, during which he concurrently served as the Chairman of China Life Franklin Asset Management Company Limited and the Chairman of China Life AMP Asset Management Co., Ltd., etc. Mr. Liu graduated from the Peking University with a doctoral degree in international law. Before that, he graduated from the School of Social Sciences of the University of Sussex in the United Kingdom with a master's degree in development economics and the Peking University with a bachelor's degree in national economic management, respectively. China Life Insurance Company Limited 2019 Annual Report Corporate Governance 0 0 Total 0 July 1963 Male Vice President July 2016- Zhao Lijun Supervisor 3 January 2020 0 adjustment of work 79.18 30.74 48.44 0 0 June 1964 Male Representative No 95.47 15.19 August 2019 adjustment of work arrangements No 62.05 9.84 52.21 0 0 Resigned due to the October 2016- May 2019 September 1968 Male Vice President Xiao Jianyou arrangements No adjustment of work Resigned due to the arrangements 110.66 519 annuity enterprise the Company from connected parties of Reason for changes 0 Chief Actuary since March July 1969 Male Chief Actuary, Li Mingguang since November 2014, Vice President, 0 Appointed as Vice President 0 0 0 0 0 Since April 2019 February 1963 Male Yes President 143.20 166.20 Male Vice President Ruan Qi Yes 111.36 17.38 93.98 0 23.00 0 April 1972 Male Vice President Zhao Peng since June 2017 2012, Board Secretary Board Secretary No Since March 2018 Su Hengxuan ten thousands the Company emolument Remuneration Reason for share held the Company fund and received Salary/ Name Number of provident of share Number Whether emoluments housing Total social insurance, received from Position Gender Date of Birth ten thousands (before tax) in RMB the Company from connected parties of Period in RMB fund paid by of the year ten thousands of the year the Reporting annuity beginning during enterprise paid in RMB changes at the end held at the Term July 1966 CURRENT SENIOR MANAGEMENT Since April 2018 0 Salary/ Number of Number of share Other benefits, social insurance, RESIGNATION AND RETIREMENT OF DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT 73 China Life Insurance Company Limited 2019 Annual Report Corporate Governance 3. After the consideration by the ninth meeting of the sixth session of the Board of Directors of the Company and upon the approval by the CBIRC, Mr. Su Hengxuan became the President of the Company on 2 April 2019. After the consideration by the fourteenth and eighteenth meetings of the sixth session of the Board of Directors of the Company and upon the approval by the CBIRC Beijing Bureau, Mr. Zhan Zhong and Ms. Yang Hong became the Vice Presidents of the Company, respectively, on 12 July 2019. After the consideration by the sixteenth meeting of the sixth session of the Board of Directors of the Company and upon the approval by the CBIRC Beijing Bureau, Mr. Zhao Guodong became an Assistant to the President of the Company on 25 October 2019. share held 2. According to the requirements of the relevant remuneration policies of the Company, the final amount of emoluments of the Senior Management is currently subject to review and approval. The result of the review will be disclosed when the final amount is confirmed. Notes: 824.12 153.93 670.19 0 0 No 84.69 1. The positions of the members of the Senior Management in this annual report reflect their positions as at the submission date of this annual report. The emoluments are calculated based on their terms of office during the Reporting Period. 31.89 Reason for Name emolument received emolument Whether Total fund and received from provident housing Remuneration ten thousands paid in RMB changes beginning of the year at the end held at the Term Date of Birth Previous Position Gender of the year 52.80 0 0 Female Vice President Yang Hong No 145.81 26.48 119.33 0 February 1967 0 April 1968 Male Vice President Zhan Zhong No 148.25 22.95 125.30 Since July 2019 Since July 2019 0 0 Since July 2018 October 1969 Male Compliance Officer Xu Chongmiao Total No 21.96 5.71 16.25 0 0 Since October 2019 November 1967 Assistant to the President Male Zhao Guodong 71 145.85 26.52 119.33 0 CURRENT SUPERVISORS During the Reporting Period, the Company was awarded the "2019 Most Respected Company in Asia" by Institutional Investor, an international authoritative finance magazine, the "Excellent Award for Investor Relations of Listed Companies" by the Hong Kong Investor Relations Association, and the "Best Listed Company Award" by New Fortune Magazine. Board of Supervisors Employees Number of Total Others Secondary School College Diploma Bachelor Master or above Education Level Education Level 84 China Life Insurance Company Limited 2019 Annual Report Corporate Governance 103,826 Total 3,371 Others 4,749 Other expertise and technicians 25,622 Insurance verification, claims processing and customer services 4,911 Finance and auditing 46,678 Sales and sales management 18,495 Number of Employees Management and administration Class of Expertise Structure of Expertise As at the end of the Reporting Period, the composition of the employees of the Company and its major subsidiaries is as follows: 5,082 20 64,655 1,967 The Board of Supervisors of the Company has carried out its work and performed its duties in accordance with the Articles of Association and the "Procedural Rules for the Board of Supervisors Meetings". Members of the Board of Supervisors attended the shareholders' general meetings and the Board of Supervisors meetings, participated in the Board meetings and the meetings of the specialized Board committees based on their work allocation, and conducted investigations on local branches to have an in-depth understanding of the implementation of the decisions made by the Board, so as to diligently perform their role of supervision. The Company has actively promoted the establishment of corporate governance, continuously improved its corporate governance structure and enhanced its scientific decision-making ability. In order to improve the decision- making efficiency of the specialized Board committees, the Board has established five specialized Board committees, i.e. the Audit Committee, the Nomination and Remuneration Committee, the Risk Management and Consumer Rights Protection Committee, the Strategy and Assets and Liabilities Management Committee, and the Connected Transactions Control Committee. These specialized Board committees conduct studies on specific matters, hold meetings on both regular and ad-hoc basis, communicate with the management, provide advice and recommendations for the Board's consideration, and deal with matters entrusted or authorized by the Board, for the purpose of improving the Board's efficiency and intensifying the Board's functions. China Life Insurance Company Limited 2019 Annual Report Corporate Governance 86 In accordance with the regulatory requirements of its listed jurisdictions and the relevant provisions of its Articles of Association, the Company has continuously improved the decision-making mechanism of the Board. The Board is accountable to shareholders of the Company with respect to the assets and resources entrusted to it by the shareholders, and performs its duties on corporate governance. All members of the Board have taken initiatives to look into the Company's affairs and have had a comprehensive understanding of the Company's businesses. They have devoted sufficient time in performing their duties as Directors with due care and in a diligent and efficient manner. By setting up mechanisms including regular reporting of business development strategies and marketing tactics, the management of the Company can periodically report the business operation, development strategies and marketing tactics to the Board, which provides a basis for the Board's decision- making. The Company has set up a corporate governance structure with well-defined duties and responsibilities strictly in accordance with relevant laws, regulations and regulatory requirements, including the Company Law and the Securities Law of the PRC. The corporate governance structure of the Company generally meets the regulatory requirements of its listed jurisdictions and the relevant provisions. The Company has carried out its corporate governance procedures strictly in accordance with relevant laws, regulations and regulatory requirements, including the Company Law and the Securities Law of the PRC, as well as the requirements of its Articles of Association and procedural rules. Shareholders' general meetings, Board meetings and Board of Supervisors meetings of the Company have been functioning independently and coordinately. With the establishment of a corporate governance system with reasonably designed structure, well-developed mechanism, strict rules and regulations, as well as high efficiency in operation as its core objectives, the Company continues to promote development of its corporate governance framework, strictly perform its obligation of information disclosure, enhance its transparency and actively serve the interest of public investors so as to enhance its image and position in the capital market. Board of Directors' Office/ Company Secretary Board Secretary Connected Transactions Control Committee (Corporate Governance Structure Chart) Strategy and Assets and Liabilities Management Committee Risk Management and Consumer Rights Protection Committee Board of Directors Nomination and Remuneration Committee Shareholders' General Meeting Audit Committee The Company implements good corporate governance policies and strongly believes that through fostering sound corporate governance, further enhancing its transparency and establishing an effective system of accountability, the Company can operate in a more systematic manner, make decisions in a more scientific way, and boost the confidence of investors. OVERVIEW OF CORPORATE GOVERNANCE REPORT OF CORPORATE GOVERNANCE 85 China Life Insurance Company Limited 2019 Annual Report Corporate Governance of "China Life Revitalization" and the overall objective and task of "three guarantees and three concentrations". The Company also enriched training resources, innovated new forms of training, and organized employees at all levels within the Company to complete the training tasks for the year, so as to improve the comprehensive quality and professional skills of employees and ensure the supply of talents for promoting the high-quality development of the Company. Through the implementation of a series of training and cultivation programs such as the cultivation of new employees, base platform cultivation, "2551" Project and Wings Program, the Company effectively promoted its relevant works in corporate business development, team building of employees, corporate culture cultivation, customer service improvement, work efficiency optimization and compliance risk prevention in 2019. Adhering to the philosophy of "people-oriented and both capability and integrity being equally important", the Company has been promoting the unity between the growth of the Company and its employees in a harmonious way. In 2019, the Company continuously implemented the work requirements of "close to the frontline, close to the practice and adapt to the era" for education and training in a consistent manner, focused on talent cultivation and made great efforts to provide training courses for cadre employees by closely upholding the strategic arrangement Training Plans The Company has established a remuneration and incentive system with reference to employee's positions, the Company's performance and market conditions. Remuneration Policy for Employees 103,826 3,429 28,693 The Company has carried out the procedures relating to the resignation and appointment of Directors, Supervisors and the senior management in compliance with the regulatory requirements of its listed jurisdictions and the provisions of its Articles of Association. Mr. Xu Hengping and Mr. Xu Haifeng resigned from their positions as Directors, respectively, due to the reason of age. Mr. Shi Xiangming, Mr. Tang Yong, Mr. Huang Xin and Mr. Song Ping resigned from their positions as Supervisors, respectively, due to the adjustment of work arrangements. The Board subsequently considered and approved the proposals in relation to the nomination of Mr. Zhao Peng as the Person-in-Charge of Finance of the Company, the nomination of Mr. Zhan Zhong as the Vice President of the Company, the nomination of Ms. Yang Hong as the Vice President of the Company, the nomination of Mr. Zhao Guodong as an Assistant to the President of the Company, and the nomination of 103,826 102,250 Mr. Xu Chongmiao, born in 1969, Chinese Mr. Zhao became an Assistant to the President of the Company in October 2019. He has been the General Manager of Jiangsu Branch of the Company in July 2018. He successively served as the Deputy General Manager (responsible for daily operations) and the General Manager of Chongqing Branch, the General Manager of Hunan Branch of the Company from 2016 to 2018, the Deputy General Manager of each of Fujian Branch and Hunan Branch of the Company from 2007 to 2016, as well as the Deputy General Manager of Changde Branch and the General Manager of Yiyang Branch of the Company in Hunan Province from 2001 to 2007. Mr. Zhao graduated from Hunan Computer School in 1988, majoring in computer software, and from China Central Radio and TV University in 2006, majoring in business administration. Mr. Zhao Guodong, born in 1967, Chinese Ms. Yang became the Vice President of the Company in July 2019. She has been the Operation Director of the Company since March 2018 and the General Manager of the Operation Service Center of the Company since January 2018. Ms. Yang successively served as the Deputy General Manager (responsible for daily operations) and the General Manager of the Research and Development Center, the General Manager (at the general manager level of the provincial branches) of the Business Management Department and the General Manager (at the general manager level of the provincial branches) of the Business Process Management Department of the Company from 2011 to 2018. From 2002 to 2011, she successively served as an Assistant to the General Manager and the Deputy General Manager of the Business Management Department, and the General Manager of the Customer Service Department of the Company. Ms. Yang graduated from the Computer Science Department of Jilin University in 1989, majoring in system structure with a bachelor's degree of science, and from the School of Economics and Management of Tsinghua University in 2013 with a master's degree in business administration for senior management. Ms. Yang Hong, born in 1967, Chinese 81 China Life Insurance Company Limited 2019 Annual Report Corporate Governance Mr. Zhan became the Vice President of the Company in July 2019. He has been the Marketing Director of the Company since August 2017 and the General Manager (as the general manager level of the provincial branches) of the Individual Insurance Sales Department of the Company since July 2014. He was an Employee Representative Supervisor of the Company from July 2015 to August 2017. Mr. Zhan served as the Deputy General Manager (responsible for daily operations) and the General Manager of the Company's Qinghai Branch from 2013 to 2014. From 2009 to 2013, Mr. Zhan successively served as the Deputy General Manager (responsible for daily operations) and the General Manager of the Individual Insurance Sales Department of the Company. From 2005 to 2009, he successively served as the General Manager of the Individual Insurance Sales Department of the Company's Guangdong Branch and an Assistant to the General Manager of the Company's Guangdong Branch. From 1996 to 2005, he successively served as the Director of the Marketing Department of Chengdu High-tech Sub-branch of Zhongbao Life Insurance Company, an Assistant to the Manager and the Manager of the Marketing Department of Chengdu Branch, and the Deputy General Manager of Chengdu Branch of Taikang Life Insurance Company. Mr. Zhan graduated from Kunming Institute of Technology in July 1989, majoring in industrial electric automation with a bachelor's degree in engineering. Mr. Zhan Zhong, born in 1968, Chinese Mr. Ruan became the Vice President of the Company in April 2018. He served as the Chief Information Technology Officer of the Company from January 2018 to April 2018. Mr. Ruan served as the Chief Information Technology Officer and the General Manager (at the general manager level of the provincial branches) of the Information Technology Department of the Company from October 2016 to January 2018. He served as the General Manager (at the general manager level of the provincial branches) of the Information Technology Department of the Company from March 2016 to October 2016. He served as the General Manager of China Life Data Center and the General Manager (at the general manager level of the provincial branches) of the Information Technology Department of the Company from 2014 to 2016, and the Deputy General Manager and the General Manager of the Information Technology Department of the Company from 2004 to 2014. He successively served as the Deputy Division Chief of the Computer Division of Fujian Branch, and the Deputy Manager (responsible for daily operations) and the Manager of the Information Technology Department of the Company from 2000 to 2004. Mr. Ruan, a senior engineer, graduated from Beijing Institute of Posts and Telecommunications in August 1987, majoring in computer science and communications with a bachelor's degree in engineering and from Xiamen University with a master's degree in business administration for senior management (EMBA) in December 2007. Mr. Ruan Qi, born in 1966, Chinese Mr. Li Mingguang, please see the section "Directors" for his profile. Mr. Zhao Peng, please see the section "Directors" for his profile. Mr. Su Hengxuan, please see the section "Directors" for his profile. SENIOR MANAGEMENT China Life Insurance Company Limited 2019 Annual Report Corporate Governance 80 Ms. Wang became a Supervisor of the Company in December 2019. She has been the Deputy General Manager of the Risk Management Department of the Company since April 2018. From May 2016 to April 2018, she served as the Secretary to the Discipline Inspection Committee of Tibet Autonomous Region Branch of the Company. From 2008 to 2016, she successively served as an Assistant to the General Manager of the Individual Insurance Sales Department, the Deputy General Manager of No. 5 Business Management Department in Beijing Branch, an Assistant to the General Manager and the Deputy General Manager of the County Insurance Management Department, and the Deputy General Manager of the Audit Department of the Company. From 2001 to 2008, she successively served as the Deputy Division Chief of the Agent Training Division, the Deputy Division Chief of the Sales Inspection Division, the Division Chief of the Agent Management Division, and the Division Chief of the Comprehensive Development Division of the Individual Insurance Sales Department of the Company. Ms. Wang graduated from Nanjing Communication Engineering College in 1988, majoring in radio communication engineering with a bachelor's degree in engineering. Ms. Wang Xiaoqing, born in 1965, Chinese Mr. Cao became a Supervisor of the Company in July 2019. He has been the General Manager of the Product Development Department of the Company since February 2011. From 2008 to 2011, he successively served as the Deputy General Manager of Tianjin Branch and the Group Leader of the Statistics Working Group of the Company. From 2004 to 2008, he successively served as the General Manager of the Investor Relations Department, the Deputy Secretary-General of the Board Secretariat and concurrently the General Manager of the Investor Relations Department, and the Deputy Secretary-General of the Board Secretariat of the Company. Mr. Cao graduated from Nankai University in 2004, majoring in finance with a doctoral degree in economics. Mr. Cao Qingyang, born in 1963, Chinese 79 China Life Insurance Company Limited 2019 Annual Report Corporate Governance Mr. Han became a Supervisor of the Company in July 2019. He has been the General Manager of the Human Resources Department of the Company since December 2018. He served as the General Manager of the Human Resources Department of China Life Pension Company Limited from March 2016 to December 2018. During the period from 2014 to 2016, he successively served as the Deputy General Manager and the Secretary to the Discipline Inspection Committee of Ningbo Branch, and the Deputy General Manager and the Secretary to the Discipline Inspection Committee of Tibet Autonomous Region Branch of the Company. During the period from 2006 to 2014, he served as the Deputy General Manager of the Human Resources Department of the Company. Mr. Han graduated from Beijing College of Economics in 1994, majoring in labour economy with a bachelor's degree in economics. Mr. Han Bing, born in 1971, Chinese Mr. Luo became a Supervisor of the Company in February 2018. Mr. Luo worked at the Risk Management Department of China Life Insurance Company and the General Office of China Life Insurance (Group) Company from August 2002 to August 2013, and was appointed as the Senior Manager of the Comprehensive Information Division of the General Office of China Life Insurance (Group) Company in May 2009 and an Assistant to the General Manager of the Strategic Planning Department of China Life Insurance (Group) Company in August 2013. Mr. Luo was seconded to Shijiazhuang Branch of the Company in Hebei Province as the Deputy General Manager during the period from November 2013 to October 2015, and was then appointed as the Deputy General Manager and the General Manager of the Strategic Planning Department of China Life Insurance (Group) Company in July 2016 and November 2019, respectively. Mr. Luo has been involved in strategic management related work for a long time, with considerable working experience in such aspects as risk management, market analysis and research, life insurance operation, as well as strategic planning and management. Mr. Luo, a senior economist, graduated from Peking University, majoring in finance with a doctoral degree. Mr. Luo Zhaohui, born in 1974, Chinese Mr. Jia became the Chairman of the Board of Supervisors of the Company in July 2018. During the period from 2006 to March 2018, he served as a Supervisor, the General Manager of the Human Resources Department, an Assistant to the President, the Vice President, the Board Secretary, an Executive Director and the Compliance Officer of China Life Pension Company Limited. During the period from 2004 to 2006, he served as the General Manager of the Work Department of the Trade Union, the Executive Deputy Director of the Trade Union and a Supervisor of the Company. During the period from 1988 to 2004, he successively served as the Division Head of the General Office and a secretary (at the deputy director level) of the PRC Ministry of Supervision, the Deputy Director (responsible for daily operations) of the Minister Office of the General Supervision Office under the Supervision Department of the Central Commission for Discipline Inspection, and an inspector (at the director level), supervisor, inspector (at the deputy bureau chief level) and special supervisor of the General Office of the Central Commission for Discipline Inspection. Mr. Jia graduated from the Open University of Hong Kong in 2003, majoring in business administration with a master's degree in business administration. Mr. Jia Yuzeng, born in 1962, Chinese SUPERVISORS Mr. Xu became the Compliance Officer of the Company in July 2018. He has been the General Manager of the Legal and Compliance Department and the Legal Officer of the Company since September 2014. From 2006 to 2014, he successively served as the Deputy General Manager of the Legal Affairs Department, the Deputy General Manager of the Legal and Compliance Department and the Legal Officer at the general manager level of the Company. From 2000 to 2006, he successively served as the Deputy Division Chief of the Regulations Division of the Development and Research Department and a senior regulations researcher of the Legal Affairs Department of the Company. Mr. Xu graduated from Fudan University in August 1991, majoring in economic law with a bachelor's degree in law, and from Renmin University of China in July 1996 and July 2005, respectively, majoring in economic law with master's and doctorate degrees in law. Mr. Xu is admitted as a lawyer and certified public accountant in the PRC. 1,576 82 COMPANY SECRETARY which extra costs have to be incurred Retired employees of the Company and its major subsidiaries for Employees in total Number of employees of the Company's major subsidiaries Number of employees of the Company Employees EMPLOYEES Actual payment of remuneration to Directors, Supervisors and senior management: During the Reporting Period, the remuneration actually received by all Directors, Supervisors and senior management (including the resigned Directors, Supervisors and senior management) from the Company totaled RMB15.3821 million. In accordance with the relevant requirements of the measures for the administration of remuneration of the Company, the standard for performance-based bonus (as part of the compensation) payable to Directors, Supervisors and senior management of the Company in 2019 has not yet been determined. Basis for determination of the remuneration of Directors, Supervisors and senior management: The remuneration of Directors, Supervisors and senior management are determined based on the operating results of the Company and the performance appraisal conducted by the Board of Directors, and in accordance with the measures for the administration of remunerations of the Company. Decision-making procedures for the remuneration of Directors, Supervisors and senior management: The remuneration of Directors and Supervisors are approved by shareholders at general meetings, whereas the remuneration of senior management is approved by the Board of Directors. REMUNERATION OF DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT 83 China Life Insurance Company Limited 2019 Annual Report Corporate Governance Since November 2019 Since August 2018 Since December 2017 Since December 2019 Since May 2017 Since September 2013 Since October 2016 Since August 2016 Term Vice President Chief Financial Officer Vice Chairman, President Vice President Vice President Chief Investment Officer General Manager of the Strategic Planning Department Chairman Position China Life Insurance (Group) Company Luo Zhaohui China Life Insurance (Group) Company China Life Insurance (Group) Company China Life Insurance (Group) Company China Life Insurance (Group) Company China Life Insurance (Group) Company China Life Insurance (Group) Company China Life Insurance (Group) Company Name of shareholders Yin Zhaojun Wang Junhui Su Hengxuan Zhao Peng Yuan Changqing Liu Huimin Name Wang Bin POSITIONS HELD BY CURRENT DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT IN SHAREHOLDERS OF THE COMPANY Mr. Heng is the managing partner of Morison Heng, Certified Public Accountants. Mr. Heng holds a Master of Science degree of the Imperial College of Science, Technology and Medicine, the University of London. Mr. Heng is a member of The Hong Kong Institute of Certified Public Accountants and a fellow of The Association of Chartered Certified Accountants. Mr. Heng has over 15 years of experience in accounting and auditing for private and public companies and financial consultancy. Mr. Heng serves as an Independent Non-executive Director of CIMC-Tian Da Holdings Company Limited, Lee & Man Chemical Company Limited, Matrix Holdings Limited, Best Food Holding Company Limited and SCUD Group Limited, all of which are listed on the main board of the HKSE. Mr. Heng Victor Ja Wei, born in 1977, British China Life Insurance Company Limited 2019 Annual Report Corporate Governance Mr. Yang Chuanyong as the Person-in-Charge of Audit of the Company. Following the election at the 2018 Annual General Meeting of the Company and upon the approval by the CBIRC, the appointment of Mr. Li Mingguang and Mr. Wang Junhui as Directors became effective on 16 August 2019, and the appointment of Mr. Han Bing as a Supervisor became effective on 12 July 2019. Following the election at the third extraordinary meeting of the second session of the employee representative meeting of the Company and upon the approval by the CBIRC, the appointment of Mr. Cao Qingyang as a Supervisor became effective on 12 July 2019. Following the election at the fourth extraordinary meeting of the second session of the employee representative meeting of the Company and upon the approval by the CBIRC, the appointment of Ms. Wang Xiaoqing as a Supervisor became effective on 27 December 2019. Following the election at the First Extraordinary General Meeting 2019 of the Company and upon the approval by the CBIRC, the appointment of Mr. Zhao Peng as a Director became effective on 20 February 2020. The Company has complied with its systems relating to corporate goverance and strictly implemented the above corporate governance procedures. 88 China Life Insurance Company Limited 2019 Annual Report Corporate Governance accurate manner. The Company has consistently made improvements to its systems relating to corporate governance. Pursuant to the regulatory requirements such as the "Measures for the Administration of Connected Transactions of Insurance Companies" and the "Guiding Opinions on Banking and Insurance Institutions Strengthening the Building of Working Systems and Mechanisms for Protection of Consumer Rights and Interests" published by the CBIRC, and after taking into account its actual operation, the Company has formulated the new "Procedural Rules for the Connected Transactions Control Committee Meetings of the Board of Directors" and made amendments to the "Procedural Rules for the Risk Management and Consumer Rights Protection Committee Meetings of the Board of Directors". China Life Insurance Company Limited 2019 Annual Report Corporate Governance 87 The Board of Directors and the Board of Supervisors of the Company have conducted in-depth investigation and research activities. The members of the Board carried out investigation and research on AMC, received reports concerning its overall situation, and discussed with the management of AMC at seminars about its business operation, investment strategy, allocation plan, investment return, and risk control and prevention for the purpose of further understanding the development of the Company's investment business and its entrusted investments in great depth. The members of the Board of Supervisors carried out oversight of and conducted investigation and research on Beijing Branch, Jiangsu Branch, Zhejiang Branch, Guangxi Zhuang Autonomous Region Branch and other branches of the Company, respectively, for the purposes of being more familiar with the business development of local branches and comprehending the circumstances associated with the implementation by local branches of business decisions of the Board and the management and their establishment of risk prevention and control mechanisms, which thus enhanced the legal compliance and risk prevention of the Company in a practical manner. The Company has actively organized Directors and Supervisors to attend various training courses and examinations. All members of the the Board of Directors and the Board of Supervisors attended a training course on the topic of "Standards of New Insurance Contracts and their Effects", with the external auditors of the Company as the speaker, which gave them the opportunity to familiarize with and understand the impact of the standards of new insurance contracts on the subsequent management of the Company. Mr. Liu Huimin and Mr. Yin Zhaojun, the Non-executive Directors of the Company, attended the 2nd and 4th special training courses of 2019 for directors and supervisors of listed companies within Beijing as organized by the Listed Companies Association of Beijing, respectively. Pursuant to the regulatory requirements, all members of the Board of Directors and the Board of Supervisors attended the training programs on anti-money laundering. Pursuant to the regulatory requirements of the industry, Mr. Li Mingguang and Mr. Wang Junhui, the new Directors of the Company, and Mr. Han Bing, Mr. Cao Qingyang and Ms. Wang Xiaoqing, the new Supervisors of the Company, sat for the examinations of the CBIRC regarding the approval of qualifications of new directors, supervisors and senior management officers of insurance institutions as organized by the CBIRC. The Company has made information disclosure in a timely, open and transparent manner pursuant to the requirements of the listing rules of its listed jurisdictions. The Company has continuously improved its management of investor relations and enhanced its communication with investors in both form and substance, thus ensuring that all shareholders enjoy equal rights and have access to information about the Company in an open, fair, true and 6.16 10.49 3.54 decrease 16.47 11.84 Weighted average ROE (%) 5.22 3.15 7.11 of 4.63 6.3% 10.12 10.76 operating activities per share³ Major financial ratios percentage 89.25 Gearing ratio (%) 4.69 5.16 3.29 point increase 5.24 5.30 Gross investment yield 5 (%) percentage of 0.23 88.59 88.77 90.07 increase 89.02 Net cash inflow/(outflow) from points China Life Insurance Company Limited 11.08 10.47 The Company is a leading life insurance company in China and possesses an extensive distribution network comprising exclusive agents, direct sales representatives, and dedicated and non-dedicated agencies. The Company is one of the largest institutional investors in China, and becomes one of the largest insurance asset management companies in China through its controlling shareholding in China Life Asset Management Company Limited. The Company also has controlling shareholding in China Life Pension Company Limited. Our products and services include individual life insurance, group life insurance, and accident and health insurance. The Company is a leading provider of individual and group life insurance, annuity products and accident and health insurance in China. As at 31 December 2020, the Company had approximately 317 million long-term individual and group life insurance policies, annuity contracts, and long-term health insurance policies in force. We also provide both individual and group accident and short-term health insurance policies and services. 02 | Chairman's Statement 10 03 | Management The Company is a life insurance company established in Beijing, China on 30 June 2003 according to the Company Law and the Insurance Law of the People's Republic of China. The Company was successfully listed on the New York Stock Exchange, the Hong Kong Stock Exchange and the Shanghai Stock Exchange on 17 and 18 December 2003, and 9 January 2007, respectively. The Company's registered capital is RMB28,264,705,000. Discussion and Analysis 14 Business Analysis 18 27 Technology Empowerment and Operations and Services Performance of the Corporate 30 32 Review of Business Operations in 2020 中国人寿保险股份有限公司 6 Honors and Awards Business Highlights Financial Summary of 0.06 percentage 10.99 13.7% 14.01 15.92 per share³ Ordinary share holders' equity 2356 10.74 Annual Report 2020 國 錯中國 CONTENTS 01 | Prelude Core Competitiveness Stock Code: 2628 point 1. Net profit refers to net profit attributable to equity holders of the Company, while equity holders' equity refers to equity attributable to equity holders of the Company. China Life Insurance Company Limited | Annual Report 2020 | Prelude The needs for liquidity management 6.2% 8.1% 53,306 608,920 658,535 Loans 56,629 Cash and cash equivalents agreements to resell The needs for liquidity management 77.9% 4,467 7,947 Securities purchased under An increase in the scale of debt-type assets in securities at fair value through profit or loss An increase in the allocation of available- for-sale securities An increase in policy loans and certificates of deposit Investment properties 14,217 12,141 16.5% 2,552,736 2,973,225 Insurance contracts Affected by an increase in fair value of available-for-sale securities -32.0% 128 through profit or loss 87 An increase in investments in associates and joint ventures 7.4% 222,983 239,584 Investments in associates and joint ventures Deferred tax assets New investments in investment properties 17.1% Social Responsibility 14.1% 141,608 161,570 31 December As at As at Major Items of the Consolidated Statement RMB million MAJOR ITEMS OF THE CONSOLIDATED FINANCIAL STATEMENTS AND THE REASONS FOR CHANGE 7 31 December China Life Insurance Company Limited | Annual Report 2020 | Prelude In calculating the percentage change of the "Earnings per share (basic and diluted)", "Equity holders' equity per share", "Ordinary share holders' equity per share" and "Net cash inflow/(outflow) from operating activities per share", the tail differences of the basic figures have been taken into account. Gearing ratio = Total liabilities/Total assets Investment assets = Cash and cash equivalents + Securities at fair value through profit or loss + Available-for-sale securities + Held-to-maturity securities + Term deposits + Derivative financial assets + Securities purchased under agreements to resell + Loans + Statutory deposits-restricted + Investment properties + Investments in associates and joint ventures 5. 4. 3. 2. Notes: Gross investment yield = (Gross investment income - Interest paid for securities sold under agreements to repurchase)/((Investment assets at the end of the previous year - Securities sold under agreements to repurchase at the end of the previous year - Derivative financial liabilities at the end of the previous year + Investment assets at the end of the period - Securities sold under agreements to repurchase at the end of the period – Derivative financial liabilities at the end of the period)/2) 6 of Financial Position 2019 Securities at fair value 14.8% 1,058,957 1,215,603 Available-for-sale securities An increase in the allocation of government bonds 28.1% 2020 928,751 Held-to-maturity securities. 1.9% 535,260 545,667 Term deposits Main Reasons for Change Change 1,189,369 The accumulation of insurance liabilities from new policies and renewals Future Prospect Analysis of Specific Items -8.9% 59,795 54,488 Profit before income tax 407,045 466,043 13,921 479,219 509,467 580,801 expenses Insurance benefits and claims 522,794 608,827 14.0% 621,243 41,671 Net profit attributable to equity 31,873 11,011 -13.5% 57,893 50,067 share holders of the Company 23,842 Net profit attributable to ordinary 32,253 11,395 -13.8% 58,287 50,268 holders of the Company 19,127 11.9% 677,690 758,139 2019 2020 Under International Financial Reporting Standards (IFRS) RMB million For the year ended Major Financial Data¹ Change MAJOR FINANCIAL DATA AND INDICATORS FOR THE PAST FIVE YEARS LO China Life Insurance Company Limited | Annual Report 2020 | Prelude 268.92% 6.33% 5.30% Comprehensive solvency ratio Financial Summary 2018 2017 2016 Benefits, claims and expenses 426,230 506,910 532,023 7.9% 560,278 604,666 Net premiums earned 540,781 643,355 627,419 10.3% 729,474 804,961 Total revenues 18,741 Net cash inflow/(outflow) from operating activities 304,024 20,045 -2.4% other borrowings Note Deferred tax liabilities 15,286 10,330 19,556 48.0% Equity holders' equity 450,051 403,764 11.5% Due to the combined impact of total comprehensive income and profit Note: Affected by an increase in fair value of available-for-sale securities Interest-bearing loans and balances payable An increase in maturities payable Investment contracts 288,212 267,804 7.6% An increase in the scale of universal insurance accounts Securities sold under 122,249 118,088 3.5% The needs for liquidity management agreements to repurchase Annuity and other insurance 55,031 51,019 7.9% 8 Comprehensive investment yield distribution during the Reporting Period China Life Insurance Company Limited | Annual Report 2020 | Prelude 403,764 450,051 Total equity holders' equity 3,317,392 4,252,410 3,726,734 4,095,454 3,573,154 3,795,479 Total liabilities 14.1% 3,254,403 14.6% 3,104,014 14.4% 2,931,113 11.5% 318,371 Investment assets² As at 31 December 89,098 200,990 147,552 6.3% 286,032 Total assets 2,897,591 2,753,124 2,573,049 2,696,951 2,572,281 11.5% 14.28 15.92 Equity holders' equity per share³ 0.66 1.13 0.39 -13.5% 2.05 1.77 Earnings per share (basic and diluted)³ Per share (RMB) 303,621 320,933 2,389,303 Interest-bearing loans and other borrowings include a three-year bank loan of EUR330 million with a maturity date on 8 September 2023, a five-year bank loan of GBP275 million with a maturity date on 25 June 2024, a five-year bank loan of USD860 million with a maturity date on 16 September 2024, a six-month bank loan of EUR127 million with a maturity date on 13 January 2021 which is automatically renewed upon maturity pursuant to the terms of the agreement, a six-month bank loan of EUR78 million with a maturity date on 4 January 2021 which is automatically renewed upon maturity pursuant to the terms of the agreement. All the above are fixed rate loans. Interest-bearing loans and other borrowings also include a five- year bank loan of USD970 million with a maturity date on 27 September 2024, and an eighteen-month bank loan of EUR110 million with a maturity date on 9 March 2022, both of which are floating rate loans. Gross investment yield Ж million 129 Notes to the Consolidated | Corporate Governance Cash Flows 127 Consolidated Statement of Report of the Board of Directors 11.26 126 Consolidated Statement of 06 Comprehensive Income 124 Consolidated Statement of Changes in Equity 51 Financial Statements Report of the Board of Profound and extensive customer base Well- established network and leading technologies business and sound financial strength Prominent principal Long history and excellent brand Core Competitiveness 83 Report of Corporate Governance 67 Directors, Supervisors, Senior Management and Employees Shareholders Information 63 Changes in Ordinary Shares and Supervisors 59 Financial Position The predecessor of the Company, one of the first batch of enterprises to underwrite insurance business in China, was approved by the Chinese Government for establishment in October 1949, when the People's Republic of China was founded. After the restructuring and reorganization, the Company was successively listed home and abroad, becoming the first financial insurance enterprise in China triple-listed on the Shanghai Stock Exchange, the Hong Kong Stock Exchange and the New York Stock Exchange. Since its establishment, the Company has played the role of an explorer and pioneer in China's life insurance industry, and has committed to creating a world-class financial insurance brand. Through long-term and continuous brand building, China Life has become one of the famous and strong brands in the world with growing brand value and influence. The brand of China Life has been selected as one of the "World's 500 Most Influential Brands" published by World Brand Lab for fourteen consecutive years, ranking No. 127 for the year ended 31 December 2020, and was again ranked No. 5 on the "2020 (the 17th session) China's 500 Most Valuable Brands" list published by World Brand Lab. 122 116 50 50 엉엉엉. Restriction on Major Assets Targeted Poverty Alleviation Others Undertakings Their Performance 34 Material Contracts and Material Litigations or Arbitrations 40 Significant Events 05 07 | Embedded Value 04 Major Connected Transactions 34 | Other Information Basic Information of Independent Auditor's Report 50 | Financial Report 49 08 49 40 Material Risk Alert 115 Definitions and Disclosure Announcements 112 Index of Information the Company 109 Consolidated Statement of 32 The Company sticks to its principal business, further explores the huge potentials of the life insurance market, and maintains its leading position in China's life insurance market. In 2020, the Company's gross written premiums exceeded RMB600 billion, achieving a new record high. Through the long-term development and accumulation, China Life has solid financial strength comparable to world-class enterprises in the world. As at 31 December 2020, the Company's total assets amounted to RMB4,252,410 million, ranking No.1 in the life insurance industry in China. As one of the largest institutional investors in China, the Company becomes one of the largest insurance asset management companies in China through its controlling shareholding in China Life Asset Management Company Limited. As at the end of 2020, the total market capitalization of the Company was USD138,900 million. The Company has an extensive customer base. As at 31 December 2020, the Company had approximately 317 million long-term individual and group life insurance policies, annuity contracts and long-term health insurance policies in force, offering insurance services for more than 500 million customers. China Life Insurance Company Limited | Annual Report 2020 | Prelude 4 The Heart of the Machine Technology Co., Ltd., an authoritative assessment and selection organization for artificial intelligence awards in China "2020 Synced Machine Intelligence Awards" Al Intelligent Training being awarded the "2020 Synced Machine Intelligence Award by the Heart of the Machine” The Ministry of Industry and Information Technology, the National Development and Reform Commission, the Ministry of Commerce, the National Government Offices Administration, the CBIRC and the National Energy Administration "National Green Data Center 2020" "National Green Data Center 2020" Business Highlights Shanghai Data Center being awarded the "Assessment and Selection of the 2020 China Securities 'Golden Bauhinia Awards'" jointly organized by Hong Kong Tai Kung Wen Wei Media Group with the "Best Investor Relations of Listed Company" The Chamber of Hong Kong Listed Companies and Centre for Corporate Governance and Financial Policy of Hong Kong Baptist University "Hong Kong Corporate Governance Excellence Awards 2020" "Hong Kong Corporate Governance Excellence Award 2020" China Business Journal "Assessment and Selection of the 12th Financial Institutions with Excellent Competitiveness" - Targeted Poverty Alleviation Contribution Award" Listed Companies Association of Beijing, the Hong Kong Chinese Enterprises Association, the Chinese Securities Association of Hong Kong, the Chinese Financial Association of Hong Kong, the Hong Kong Institute of Chartered Secretaries, Hong Kong Securities Professionals Association and China Merger and Acquisitions Association (Hong Kong) Limited H Gross written premiums 612,265m 198,596m million 58,373 Gross investment income Value of one year's sales million 50,268 Net profit attributable to equity holders of the Company million 1,072,140 million 4,252,410mi Total assets Embedded value million "2020 Excellent Competitiveness The Company has a sound institutional and services network, with its business outlets and services counters covering both urban and rural areas. As at the end of the Reporting Period, the Company had approximately 20,000 branches¹ and the number of sales force from all channels of the Company was over 1.458 million, which forms a unique and powerful distribution and services network in China and through which, the Company becomes the life insurance service provider within the reach of customers. Moreover, the Company implemented the "Technology-driven China Life" development strategy in great depth by adhering to the leading concept of technological innovation, and promoted the development of enterprise with excellent services, so as to cultivate its first-class operational management, risk control and customer services. The Company upgraded its operations and services to be more Internet-based, intelligent, integrated and ecological, providing convenient insurance services to the public through technology empowerment. "Assessment and Selection of the 15th People's Corporate Social Responsibility Awards" - Annual Precedent Award" Institutional Investor Fortune China Forbes "Most Respected Company in Asia" "2020 Fortune China 500 List”, ranking 10th "2020 Forbes Global 2000", ranking 37th "2020 Best Life Insurance Company in Asia" "Outstanding Financial Enterprise for Poverty Alleviation of the Year" Honors and Awards 2 Including branches at the provincial or prefecture level, sub-branches, sales offices and sales & services offices. During the long course of its development, the Company has accumulated a wealth of experience in operation and management and has a stable and professional management team that is well versed in the art of management in China's life insurance market. The Company's core management team and key personnel comprise those who have in-depth knowledge and understanding of the life insurance market in China, including members of the Company's senior management, experienced underwriting personnel, insurance actuaries and investment managers. During the Reporting Period, there was no movement of these personnel which Imight have a material impact on the Company. 1 and stable core team Professional China Life Insurance Company Limited | Annual Report 2020 | Prelude 21st Century Business Herald "Golden Dragon Award – 2020 Best Listed Insurance Company" Financial Times "People's Corporate Social Responsibility Award 3 China Life Insurance Company Limited | Annual Report 2020 | Prelude Shanghai Securities News "Assessment and Selection of the 11th 'Golden Wealth Management"" "Corporate Social Responsibility Award of the Year" The "18th Financial Annual Champion Awards" Hexun.com “Influential Insurance Company of the Year" National Business Daily "2020 Assessment and Selection of Golden Tripod Award in China" "Excellent Life Insurance Company of the Year" of the Ark Prizes for China's Insurance Industry in 2020" Securities Times "Assessment and Selection "Ark Prize for Golden Insurance Service in 2020" "Ark Prize for Technological Progress of China's Insurance Industry in 2020" "Ark Prize for Insurance Company with High-quality Development in 2020" "Gold Medal List of Chinese Financial Institution" People's Daily Online 11.35 ● Zhao Peng required to attend required to attend Chang Tso Tung Stephen Su Hengxuan Wang Junhui Independent Director, Chairman of the Strategy and Assets and Liabilities Management Committee of the sixth session of the Board Executive Director, member of the Strategy and Assets and Liabilities Management Committee of the sixth session of the Board Non-executive Director, member of the Strategy and Assets and Liabilities Management Committee of the sixth session of the Board 4/4 0/4 4/4 0/4 3/4 1/4 Leung Oi-Sie Elsie Independent Director, member of the Strategy and Assets and Liabilities Management Committee of the sixth session of the Board Attendance records of the resigned Director at meetings are as follows: H 4/4 0/4 Name of member Position Number of meetings attended in person/ Number of meetings Number of meetings attended by proxies/ Number of meetings meetings required to attend meetings meetings attended by 33 0/3 33 3/3 0/3 3/3 33 3/3 Note: The number of meetings attended in person includes attending meetings by the Directors on-site and by telephone or video conference. Mr. Wang Junhui served as a member of the Risk Management and Consumer Rights Protection Committee from February 2021. 94 China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance 0/3 0/3 Performance of duties by the Risk Management and Consumer Rights Protection Committee In 2020, the Risk Management and Consumer Rights Protection Committee performed its duties and functions in strict compliance with the "Procedural Rules for the Risk Management and Consumer Rights Protection Committee Meetings". All members performed their obligations in a responsible manner and reviewed the proposals in relation to the internal control system of the Company, its risk management and construction in compliance with law. During meetings of the Risk Management and Consumer Rights Protection Committee, all members actively participated in discussions and gave guiding opinions on the proposals considered and discussed at the meetings. Reviewing the risk analysis on major matters concerning the business operation and management of the Company. In 2020, the Risk Management and Consumer Rights Protection Committee reviewed the risk analysis on major matters concerning the business operation and management of the Company, reviewed and approved the proposals in relation to the risk compliance analysis on the asset strategic allocation plan for the years from 2021 to 2023 and the risk compliance analysis on the asset allocation plan for the year 2021, and gave guiding opinions on risk control for major matters concerning the business operation and management of the Company in accordance with the regulatory requirements of the CBIRC on the China Risk Oriented Solvency System (C-ROSS). Providing its opinions for the review of the proposals on risk management to the Board. In 2020, the Risk Management and Consumer Rights Protection Committee closely monitored and controlled and effectively prevented internal and external risks of the Company, assisted the Board in reviewing the assessment reports on business risk and internal control of the Company according to the regulatory requirements in the PRC and overseas. The Risk Management and Consumer Rights Protection Committee provided its opinions for the review of the reports on risk management such as the work summary on anti-money laundering for the year 2019 and the work plan for the year 2020, the statement of the Company on risk preference for the year 2020, the audit report on the solvency risk management system of the Company for the year 2020, the reputational risk management report and the work report on fraudulent risk management, which offered professional support to the Board's decision- making in a scientific manner. Reviewing the system of the Company in relation to consumer rights protection. In 2020, the Risk Management and Consumer Rights Protection Committee considered and approved the proposal in relation to the "Measures for the Administration of Consumer Rights Protection of the Company (for Trial Implementation)", and submitted the review opinions to the Board. STRATEGY AND ASSETS AND LIABILITIES MANAGEMENT COMMITTEE The Company established the Strategy Committee on 30 June 2003. In October 2010, the proposal to establish the Strategy and Investment Decision Committee on the basis of the Strategy Committee was reviewed and approved at the ninth meeting of the third session of the Board. In June 2018, the proposal to establish the Strategy and Assets and Liabilities Management Committee on the basis of the Strategy and Investment Decision Committee was reviewed and approved at the twenty-fourth meeting of the fifth session of the Board. Currently, the Strategy and Assets and Liabilities Management Committee of the sixth session of the Board comprises Mr. Chang Tso Tung Stephen and Ms. Leung Oi-Sie Elsie, the Independent Directors, Mr. Su Hengxuan, an Executive Director, and Mr. Wang Junhui, a Non-executive Director, with Mr. Chang Tso Tung Stephen acting as the Chairman. In April 2020, Mr. Zhao Peng resigned from his position as a member of the Strategy and Assets and Liabilities Management Committee of the sixth session of the Board due to the adjustment of work arrangements. China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance 95 Meetings and attendance During the Reporting Period, four meetings were held by the Strategy and Assets and Liabilities Management Committee of the Board of the Company. Attendance records of individual members are as follows: Name of member Position Number of meetings attended in person/ Number of Number of proxies/ Number of 3/3 required Zhao Peng to attend Tang Xin Independent Director, Chairman of the Connected Transactions Control Committee of the sixth session of the Board 6/6 0/6 Independent Director, member of the Chang Tso Tung Stephen Connected Transactions Control Committee of 6/6 90 0/6 the sixth session of the Board Independent Director, member of the Robinson Drake Pike Connected Transactions Control Committee of 6/6 0/6 the sixth session of the Board Independent Director, member of the Leung Oi-Sie Elsie Connected Transactions Control Committee of the sixth session of the Board 6/6 0/6 Note: The number of meetings attended in person includes attending meetings by the Directors on-site and by telephone or video conference. Performance of duties by the Connected Transactions Control Committee In 2020, the Connected Transactions Control Committee performed its duties and functions in strict compliance with the "Procedural Rules for the Connected Transactions Control Committee Meetings". All members performed their obligations in a responsible manner and reviewed the proposals in relation to the connected transactions of the Company. During meetings of the Connected Transactions Control Committee, all members actively participated in discussions and gave guiding opinions on the proposals considered and discussed at the meetings. Reviewing connected transactions. In 2020, the Connected Transactions Control Committee submitted to the Board its review opinions in respect of the proposals on connected transactions regarding the investments by the Company in several partnerships, fully discussed the necessity, feasibility and risks of the projects and made important recommendations to the Board. Reviewing the amendments to the system of the Company in relation to connected transactions. In 2020, the Connected Transactions Control Committee considered and approved the proposal on the amendments to the "Measures for the Administration of Connected Transactions of the Company", and submitted the review opinions to the Board. to attend to attend required meetings Executive Director, member of the Strategy and Assets and Liabilities Management Committee of the sixth session of the Board 0/1 1/1 Notes: 1. 2. The number of meetings attended in person includes attending meetings by the Directors on-site and by telephone or video conference. Directors who were unable to attend any meeting of specialized Board committees authorized other Directors to attend and vote at the meeting on their behalf. 96 China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance Performance of duties by the Strategy and Assets and Liabilities Management Committee In 2020, all members of the Strategy and Assets and Liabilities Management Committee attended meetings in a timely manner, reviewed the proposals on the application of the Company's insurance funds, annual investments, major strategic projects, assets and liabilities management and annual related reports. Members of the Strategy and Assets and Liabilities Management Committee diligently performed their duties. During meetings of the Strategy and Assets and Liabilities Management Committee, all members actively participated in discussions and gave professional advices on any proposals considered and discussed at the meetings. Reviewing annual asset allocation plan and entrusted investments of the Company. In 2020, the Strategy and Assets and Liabilities Management Committee carefully reviewed the proposals on investment plans such as the annual asset allocation plan of the Company and the annual investment plan of the Company for self-use real estate, the proposals on authorization of investments such as the annual authorization by the Company of investment in non self-use real estate, the annual authorization of investment entrusted by the Company in connection with Renminbi liberalization and the annual authorization by the Company of investment in equity investment funds, and the proposals on investment guidelines such as the management guidelines on the investment made by CLI under the entrustment of the Company. The Strategy and Assets and Liabilities Management Committee fully reviewed the above proposals and submitted its opinions to the Board in this regard. Reviewing the systems of the Company concerning assets and liabilities management. In 2020, the Strategy and Assets and Liabilities Management Committee reviewed and approved the proposal on the amendments to the measures for the administration of investments by the Company and the system of the Company concerning asset allocation, and made recommendations to the Board. Discussing the Company's development plans and major strategic projects. In 2020, the Strategy and Assets and Liabilities Management Committee discussed and reviewed the proposals on the 2019 assessment report for the outline of the 13th five-year development plan and the strategic asset allocation plan of the Company for the years from 2021 to 2023, and submitted its review opinions to the Board. CONNECTED TRANSACTIONS CONTROL COMMITTEE The Company established its Connected Transactions Control Committee on 29 October 2019. In October 2019, the "Proposal in relation to the Establishment of the Connected Transactions Control Committee of the Board of Directors" was reviewed and approved at the twentieth meeting of the six session of the Board, pursuant to which a new Connected Transactions Control Committee was established under the Board of the Company. Currently, the Connected Transactions Control Committee of the sixth session of the Board comprises Mr. Tang Xin, Mr. Chang Tso Tung Stephen, Mr. Robinson Drake Pike and Ms. Leung Oi-Sie Elsie, the Independent Directors, with Mr. Tang Xin acting as the Chairman. The principal duties of the Connected Transactions Control Committee are to confirm connected parties of the Company, manage, examine and approve connected transactions to control risks relating to connected transactions, and focus on the compliance and necessity of connected transactions and the fairness of their pricing, which provide an important basis for the Board's decision- making in connected transaction management. China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance 97 Meetings and attendance During the Reporting Period, six meetings were held by the Connected Transactions Control Committee of the Board of the Company. Attendance records of individual members are as follows: Name of member Position Number of meetings attended in person/ Number of Number of meetings attended by proxies/ Number of meetings required to attend to attend required Number of meetings attended in person/ Number of Number of meetings attended by proxies/ Number of meetings meetings required required to attend to attend Robinson Drake Pike Chang Tso Tung Stephen Tang Xin Independent Director, Chairman of the Audit Committee of the sixth session of the Board Independent Director, member of the Audit Committee of the sixth session of the Board Independent Director, member of the Audit Committee of the sixth session of the Board 6/6 0/6 6/6 0/6 6/6 0/6 Note: The number of meetings attended in person includes attending meetings by the Directors on-site and by telephone or video conference. 90 China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance Performance of duties by the Audit Committee In 2020, the Audit Committee performed its relevant duties and functions in strict compliance with the "Procedural Rules for the Audit Committee Meetings". All members of the Audit Committee performed their obligations in a responsible manner and reviewed the proposals in relation to the audit of the Company, its financial reports, connected transactions, internal control and legal compliance. During meetings of the Audit Committee, all members actively participated in discussions and gave guiding opinions on any proposals considered and discussed at the meetings. Reviewing and approving financial reports. The Audit Committee, according to its duties, reviewed and approved annual, interim and quarterly financial reports of the Company. The Audit Committee was of the view that the financial reports of the Company reflected the overall situation of the Company in a true, accurate and complete manner, and gave its written opinion in this regard. By reviewing and monitoring the completeness of financial statements, annual report and accounts, interim report and quarterly reports of the Company, and examining significant matters such as financial statements and reports, the Audit Committee guaranteed the accuracy and completeness of the financial information disclosed by the Company and the consistency of its financial reports. Prior to the audit conducted by the accounting firm and the review of the annual report, the Audit Committee communicated the relevant situations with the auditors and listened to the report in connection with the arrangement of the audit. After a preliminary opinion on audit was issued by the accounting firm, the Audit Committee commenced in-depth communications with it so as to understand whether there were any issues arisen during the audit. Assessing the work of and strengthening communications with external auditors. Besides regular meetings, the Audit Committee convened communication meetings in advance with external auditors so as to discuss the annual audit plan of the Company, determine the service scope of the annual audit, listen to the report given by the auditors with respect to the results of the audit on and review of periodic financial reports of the Company, and gave opinions and advice on the agreed-upon procedures proposed annually and quarterly by the external auditors of the Company and the pre-approval of the scope of additional services. Through communications, the Audit Committee enhanced the effectiveness of the internal control of the Company and further supervised the performance of duties by the external auditors in a diligent and responsible way. Assessing the effectiveness of internal control and monitoring the operation of the Company to be in compliance with law. The Audit Committee provided guidance to the Company on the management of internal control, devised the working plan for internal control assessment, reviewed the work report on assessment of internal control, and inspected the rectification of problems identified in the internal control pursuant to Section 404 of the U.S. Sarbanes-Oxley Act. The Audit Committee earnestly performed its duties and responsibilities and monitored the Company to carry out its work in compliance with laws and regulations pursuant to the relevant requirements of the CBIRC, the SSE and the HKSE. As required by its duties and responsibilities, the Audit Committee reviewed the annual and half-year compliance reports of the Company to ensure that its work was conducted strictly according to the relevant regulatory requirements in a reasonable and efficient manner. Examining the internal audit functions of the Company. In 2020, the Audit Committee reviewed proposals including the proposal on the 2019 internal audit work, and the proposal on the internal audit work report for the first half of 2020, with a view to further understanding the duties of the Company's audit departments and supervising the effectiveness of the internal audit function. The Audit Committee was of the view that the internal audit function of the Company was effective during the Reporting Period. NOMINATION AND REMUNERATION COMMITTEE The Company established the Management Training and Remuneration Committee on 30 June 2003. On 16 March 2006, the Board resolved to change the name of the Management Training and Remuneration Committee to the Nomination and Remuneration Committee, with a majority of Independent Directors on the committee. Currently, the Nomination and Remuneration Committee of the sixth session of the Board comprises Mr. Tang Xin and Mr. Robinson Drake Pike, the Independent Directors, and Mr. Yuan Changqing, a Non-executive Director, with Mr. Tang Xin acting as the Chairman. China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance 91 Position The Nomination and Remuneration Committee is mainly responsible for reviewing the structure of the Board, its number of members and composition and drawing up plans for the appointment, succession and appraisal criteria of Directors and senior management. The committee is also responsible for formulating training and remuneration policies for the senior management of the Company. The Nomination and Remuneration Committee, as an advisor to the Board on the nomination of Directors, shall first discuss and agree on the list of candidates to be nominated as new Directors, following which such candidates are recommended to the Board. The Board shall then determine whether such candidates' appointments should be proposed for approval at the shareholders' general meeting. The major criteria considered by the Nomination and Remuneration Committee and the Board are educational background, management and research experience in the insurance Name of member Meetings and attendance Attendance records of the resigned Director of the Company at the Board meetings are as follows: Number of meetings Number of meetings attended in attended by proxies/ Number of meetings required to attend Name of Director Type of Director person/ Number of meetings required to attend Executive Director 1/2 Notes: 1/2 1. The number of meetings attended in person includes meetings attended by the Directors on-site and by way of telephone or video conference. 2. Directors who were unable to attend any meeting of the Board authorized other Directors to attend and vote at the meeting on their behalf. Performance of duties by Independent Directors In 2020, all Independent Directors of the Board of the Company possessed extensive experience in various fields, such as macro economy, finance and insurance, legal compliance, accounting and auditing. They satisfied the criteria for Independent Directors under the regulatory rules of the Company's listed jurisdictions. The Independent Directors of the Company performed their duties pursuant to the Articles of Association and the provisions and requirements of the listing rules of the Company's listed jurisdictions. All Independent Directors diligently fulfilled their responsibilities and faithfully performed their duties by attending meetings of the Board and the specialized Board committees in 2020, examining and approving the Company's business development, its financial management and connected transactions, participating in the establishment of specialized Board committees, providing professional and constructive advice in respect of major decisions of the Company, seriously listening to the reports from relevant personnel, understanding the daily operations and any possible operational risks of the Company in a timely manner, and expressing their opinions and exercising their functions and powers at Board meetings, thus actively performing their duties as Independent Directors in an effective manner. At the annual special meeting between the Chairman and the Independent Directors, all Independent Directors put forward their own views and opinions on various aspects such as the macro-environment, industry development, policies of the insurance industry, and corporate governance, etc., and gave advices and recommendations on matters including the development strategy of the Company, development of investment business, brand and image building, sales team building, and coordinated development of businesses. The Board attached great importance to opinions and advice from Independent Directors, actively strengthened its communication with them and adopted their advice after careful deliberation and discussion. In 2020, the Company provided various materials to Independent Directors, which facilitated them to comprehend information associated with the insurance industry. All Independent Directors obtained information relating to the operation and management of the Company through various channels, which therefore formed the basis of their scientific and prudent decisions. In 2020, Mr. Chang Tso Tung Stephen, Mr. Robinson Drake Pike, Mr. Tang Xin and Ms. Leung Oi-Sie Elsie, all being the Independent Directors of the Company, carried out investigation and research on the individual agent business sector of the Company by way of video conference, received reports concerning the development of individual insurance business of the Company and the method adopted by sales representatives for business development during the Covid-19 pandemic, and discussed and communicated in respect of the relevant issues. Through the investigation and research, the Independent Directors further understood the development and status of the Company's businesses in great depth and examined the effectiveness of the implementation of decisions of the Board. During the Reporting Period, no Independent Director has raised any objection against the proposals and matters considered by the Board of the Company. China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance 89 CHAIRMAN AND PRESIDENT During the Reporting Period, Mr. Wang Bin has served as the Chairman of the Board of the Company. The Chairman of the Board is the legal representative of the Company, primarily responsible for convening and presiding over Board meetings, ensuring the implementation of Board resolutions, attending annual general meetings and arranging attendance by Chairmen/Chairpersons of Board committees to answer questions raised by shareholders, signing securities issued by the Company and other important documents, providing leadership for the Board to ensure that the Board works effectively and performs its responsibilities, encouraging all Directors to make a full and active contribution to the Board's affairs, and promoting a culture of openness and debate. The Chairman of the Board is accountable to and reports to the Board. During the Reporting Period, Mr. Su Hengxuan has served as the President of the Company. The President is responsible for the day-to-day operations of the Company, mainly including implementing strategies, policies, operation plans and investment schemes approved by the Board, formulating the Company's internal management structure and fundamental management policies, drawing up basic rules and regulations of the Company, submitting to the Board any requests for appointment or removal of senior management officers and exercising other rights granted to him under the Articles of Association and by the Board. The President is fully accountable to the Board for the operations of the Company. BOARD OF SUPERVISORS The composition of the Board of Supervisors and the profile of each Supervisor are set forth in the section headed "Directors, Supervisors, Senior Management and Employees" of this report, and the details of the duty performance of the Board of Supervisors are set forth in the section headed "Report of the Board of Supervisors". AUDIT COMMITTEE The Company established its Audit Committee on 30 June 2003. In 2020, the Audit Committee comprised only Independent Directors. Currently, the Audit Committee of the sixth session of the Board comprises Mr. Robinson Drake Pike, Mr. Chang Tso Tung Stephen and Mr. Tang Xin, all being Independent Directors, with Mr. Robinson Drake Pike acting as the Chairman. All members of the Audit Committee have extensive experience in financial matters. The principal duties of the Audit Committee are to review and supervise the preparation of the Company's financial reports, assess the effectiveness of the Company's internal control system, supervise the Company's internal audit system and its implementation, and recommend the engagement or replacement of external auditors. The Audit Committee is also responsible for communications between the internal and external auditors and the establishment of the internal whistleblowing mechanism of the Company. During the Reporting Period, six meetings were held by the Audit Committee of the Board of the Company. Attendance records of individual members are as follows: industry, and the candidates' commitment to the Company. As to the nomination of Independent Directors, the Nomination and Remuneration Committee will give special consideration to the independence of the relevant candidates. The Nomination and Remuneration Committee determines, with delegated responsibility, the remuneration packages of all Executive Directors and senior management officers. The fixed salary of the Executive Directors and other members of senior management are determined in accordance with market levels and their respective positions, and the amount of their performance-related bonuses is determined according to the results of performance appraisals. Directors' fees and the volume of share appreciation rights to be granted are determined with reference to market levels and the actual circumstances of the Company. Performance of duties by the Nomination and Remuneration Committee In 2020, the Nomination and Remuneration Committee performed its relevant duties and functions in strict compliance with the "Procedural Rules for the Nomination and Remuneration Committee Meetings". All members of the Nomination and Remuneration Committee performed their obligations in a responsible manner and reviewed the proposals on the candidates for Directors, nomination of senior management officers, business objectives and appraisal results, the remuneration of Directors, Supervisors and senior management, and the report on the duty performance of the Audit Committee and the Nomination and Remuneration Committee. During meetings of the Nomination and Remuneration Committee, all members actively participated in discussions and gave guiding opinions on the proposals considered and discussed at the meetings. Nomination and proposed appointment of Directors and senior management officers of the Company and the Board diversity policy. The Company firmly believes that the Board diversity may enhance the decision- making capability of the Board, and considers the Board diversity as a key factor for maintaining a sound corporate governance standard and achieving the sustainable development of the Company. In accordance with the "Procedural Rules for the Nomination and Remuneration Committee Meetings" and the Board diversity policy, the Nomination and Remuneration Committee seriously reviewed the structure of the Board, its number of members and composition (taking into account diversity factors, including gender, age, cultural and educational background, skills, knowledge and experience), fully reviewed the professional qualifications and industrial background of the candidates for Directors and members of the Board committees and the independence of Independent Directors, and submitted the opinions in relation thereto to the Board. It also conducted a careful assessment on the qualifications, skills, knowledge and experience of candidates for senior management officers to ensure that the candidates met the requirements set by the Company, and submitted a review opinion to the Board and agreed to submit such proposals to the Board for consideration. In 2020, the Nomination and Remuneration Committee reviewed the proposal in relation to the nomination of Mr. Lam Chi Kuen as an Independent Director of the Company after fully considering the educational background of Mr. Lam Chi Kuen and his professional experience in finance and taking into account the qualification requirements for appointment of members of the specialized Board committees. The Nomination and Remuneration Committee was of the view that the election of Mr. Lam Chi Kuen as an Independent Director could further replenish the professional knowledge of the Board in financial management, and contribute to the diversity of the Board. Proposing remuneration policy of Directors, Supervisors and senior management officers of the Company. The Nomination and Remuneration Committee took into account various factors such as business development management, strategic investment decisions, and corporate governance management and control, carefully examined and determined the specific remuneration packages of all Executive Directors and senior management officers, approved the terms of service contracts between the Company and each of the Executive Directors, Non-executive Directors and Independent Directors and pushed forward the signing of service contracts between the Company and all Directors, defined the rights, obligations and remunerations of Directors, and seriously appraised the performance of Directors in the discharge of their duties. Carrying out the performance appraisal of Directors, Supervisors and senior management officers of the Company. The Nomination and Remuneration Committee reviewed proposals such as the results of evaluating the performance of duties by Directors for 2019, the results of performance appraisal of senior management officers for 2019 and the performance target contract of senior management for 2020, the remuneration of Directors and Supervisors of the Company, and the remuneration of senior management officers of the Company, and made recommendations to the Board in respect of matters such as the determination of performance target, performance appraisal procedures and results. China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance 93 5 RISK MANAGEMENT AND CONSUMER RIGHTS PROTECTION COMMITTEE The Company established its Risk Management Committee on 30 June 2003. In December 2019, the "Proposal in relation to the Change to the Risk Management and Consumer Rights Protection Committee of the Board of Directors" was considered and approved at the twenty-first meeting of the sixth session of the Board, pursuant to which the Risk Management Committee was renamed as the Risk Management and Consumer Rights Protection Committee, the additional function of management of consumers' rights protection was included in the functions of the original Risk Management Committee, and corresponding changes and amendments were made in such areas as the functions and responsibilities of the committee and the procedural rules of the committee. Currently, the Risk Management and Consumer Rights Protection Committee of the sixth session of the Board comprises Ms. Leung Oi-Sie Elsie, an Independent Director, Mr. Li Mingguang, an Executive Director, and Mr. Wang Junhui5, a Non-executive Director, with Ms. Leung Oi-Sie Elsie acting as the Chairperson. Due to the adjustment of work arrangements, Mr. Yin Zhaojun and Mr. Liu Huimin resigned from their positions as members of the Risk Management and Consumer Rights Protection Committee of the sixth session of the Board in January 2021 and February 2021, respectively. The Risk Management and Consumer Rights Protection Committee is mainly responsible for formulating the Company's system of risk control benchmarks, establishing well-developed risk management and internal control systems and the system for the management of consumer rights protection, examining and reviewing the Company's risk preference, risk tolerance and the work reports from the senior management and the Consumer Rights Protection Department, formulating the Company's risk management policy and major policy on consumer rights protection, reviewing the assessment reports in relation to the Company's risk management and internal control, studying major investigation findings on risk management and internal control matters as delegated by the Board or on its own initiative and the management's response to these findings, dealing with major risk emergency events or crisis events or major disagreement in risk management, and supervising and directing the senior management and the relevant departments to resolve any issues identified during the rectification process in a timely manner. Meetings and attendance During the Reporting Period, three meetings were held by the Risk Management and Consumer Rights Protection Committee of the Board of the Company. Attendance records of individual members are as follows: Name of member Position Leung Oi-Sie Elsie Liu Huimin Yin Zhaojun Li Mingguang Independent Director, Chairperson of the Risk Management and Consumer Rights Protection Committee of the sixth session of the Board Non-executive Director, member of the Risk Management and Consumer Rights Protection Committee of the sixth session of the Board Non-executive Director, member of the Risk Management and Consumer Rights Protection Committee of the sixth session of the Board Executive Director, member of the Risk Management and Consumer Rights Protection Committee of the sixth session of the Board Number of meetings attended in person/ Number of meetings required Number of meetings attended by proxies/ Number of meetings China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance 92 The number of meetings attended in person includes attending meetings by the Directors on-site and by telephone or video conference. Directors who were unable to attend any meeting of specialized Board committees authorized other Directors to attend and vote at the meeting on their behalf. 2. Meetings and attendance During the Reporting Period, four meetings were held by the Nomination and Remuneration Committee of the Board of the Company. Attendance records of individual members are as follows: Name of member Position Number of meetings attended in person/ Number of meetings required Number of meetings attended by proxies/ Number of meetings required to attend to attend 98 Tang Xin 4/4 4/4 Independent Director, member of the Robinson Drake Pike Nomination and Remuneration Committee of the sixth session of the Board 4/4 4/4 Non-executive Director, member of the Yuan Changqing Nomination and Remuneration Committee of the sixth session of the Board 2/4 2/4 Notes: 1. Independent Director, Chairman of the Nomination and Remuneration Committee of the six session of the Board China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance The Strategy and Assets and Liabilities Management Committee is mainly responsible for the drawing-up of long-term development strategies of the Company, conducting studies on important matters concerning assets and liabilities management and the relevant policies and systems, the system for the application and management of insurance funds, and major strategic investment decisions of the Company, and making recommendations in respect thereof. The Company set up a relatively well-developed system for strategic risk management, and established an organizational system for strategic risk management with the ultimate responsibility assumed by the Board, under the direct leadership of the management and with the division of labour and collaboration among the relevant functional departments. By taking into full account of various factors such as market conditions, risk preference and capital position, the Company made planning for its medium- and long-term development and put the same into practice in annual business plans and work plans, so as to strengthen the formulation, approval, implementation and evaluation of whole process management of strategic and development planning. The Company also created an indicator system for the daily monitoring of strategic risks to monitor and analyze strategic risks on a regular basis, which ensured an effective execution of the Company's strategic risk management. In 2020, the soundness of the Company's. strategic risk management system and the effectiveness of its implementation were maintained. To safeguard shareholders' interests, in addition to the right to participate in the Company's affairs by attending shareholders' general meetings, shareholders have the right to convene extraordinary shareholders' general meetings under certain circumstances. If the number of Directors is less than the number stipulated in the Company Law or two-thirds of the number specified by the Articles of Association, or the uncovered losses incurred amount to one-third of the Company's total share capital or if the Board or the Board of Supervisors deems necessary, or more than half of the Directors (including at least two Independent Directors) request, or shareholders holding 10% or more shares of the Company make a requisition, the Board shall convene an extraordinary shareholders' general meeting within two months. Where shareholders holding 10% or more shares request an extraordinary shareholders' general meeting, such shareholders shall make a request in writing to the Board with a clear agenda. The Board shall, upon receipt of such a written request, convene a meeting as soon as possible. If the Board fails to convene a meeting within 30 days of the receipt of such a written request, shareholders making such a request may convene a meeting by themselves at the cost of the Company within four months of the receipt by the Board of such a written request. China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance 99 In accordance with the Articles of Association, when the Company convenes the shareholders' general meeting, shareholders individually or in aggregate holding 3% or more of the shares of the Company shall have the right to submit proposals to the Company. The Company should include such matters that fall into the scope of the functions and powers of the shareholders' general meeting in the agenda of the meeting. Shareholders individually or in aggregate holding 3% or more of the shares of the Company may submit provisional proposals in writing to the convenor sixteen days prior to the shareholders' general meeting. The provisional proposals shall fall into the scope of the functions and powers of the shareholders' general meeting and specify explicit topics and specific resolution matters. Shareholders may put forward enquiries to the Board through the Board Secretary or the Company Secretary, or put forward proposals at shareholders' general meetings through their proxies. The Company has made available its contact details in its correspondence with shareholders to enable such enquiries or proposals to be properly directed. INFORMATION DISCLOSURE AND INVESTOR RELATIONS The Company has established a well-developed and practical information disclosure system in strict compliance with the laws and regulations of its listed jurisdictions and continued to improve the quality of its information disclosure so as to ensure that domestic and overseas investors obtain true, accurate and complete information. The Company has proactively developed investor relations and strengthened its contact and communication with domestic and overseas investors, and addressed hot issues as earlier as possible, which enabled domestic and overseas investors to understand the business operations of the Company in a timely manner. SHAREHOLDERS' INTERESTS The Company continued to strengthen the construction of its information disclosure system and implement the regulatory requirements relating to information disclosure in a practical manner in order to ensure the timeliness, fairness, truthfulness, accuracy and completeness of information disclosure. The Company constantly enhanced the quality of information disclosure, actively studied and improved the method of disclosure of key information from the perspective of investors, especially the medium and individual investors, to enable them to have a deeper understanding of the Company's development strategies, business operations and major issues. The Company also optimized the layout of its periodic reports, increased their readability by various means such as adding charts and pictures to enable investors to have a clearer understanding of the core business operation of the Company. The Company consistently enriched the information of its periodic and ad-hoc reports. During the Reporting Period, the Company disclosed the information of the "Dingxin Project" widely concerned by investors and its milestone achievements in a timely manner by closely tracking the progress of the Company's reform for development, and disclosed for the first time the layout of sales channels after the formation of the sales. deployment of "Yi Ti Duo Yuan" and the premiums from such channels, so as to ensure investors to obtain timely and accurate information that may affect their value judgements and investment decisions. The Company also strengthened the implementation of the basic system of information disclosure, regularly organized training courses relating to information disclosure and compliance, carried out timely study and promotion of regulatory rules of its listed jurisdictions in the PRC and overseas, and explained the key tasks for information disclosure and compliance and any difficulties therein. The Company strictly managed its inside information and carried out the registration and filing procedures on persons who have knowledge of inside information in compliance with laws, strengthened the confidentiality of inside information, and safeguarded the legitimate rights and interests of investors, with a view to maintaining the fairness, impartiality and openness of information disclosure of the Company. The Company was awarded Grade A in the assessment by the SSE on information disclosure for the year of 2019-2020. In 2020, facing the unexpected Covid-19 pandemic, the Company kept abreast with the development pace of technology era in its investor relations, and consistently made innovation in its communications with and services to investors, which constantly enhanced the efficiency of communication between the Company and capital market and mitigated the negative impacts brought by the pandemic. The works conducted by the Company for investor relations mainly included holding general meetings, organizing open days, holding results briefings, embarking on global non-deal roadshows, holding online and offline conferences with investors and analysts, attending investors' meetings, frequently updating information on its investor relations website, and timely responding to enquiries from investors and analysts. In 2020, due to the impact of the pandemic, the Company held an annual results briefing fully online for the first time since its listing and organized a global online business roadshow across America, Europe, Asia and Oceania. Looking back to 2020, the Company communicated with more than 8,900 investors and analysts, including more than 5,100 investors who attended results briefings and open days online and offline. The Company held over 280 online and offline meetings with approximately 2,300 investors and analysts for the year, and communicated with more than 1,400 institutional investors by attending a total of 49 investors' meetings held locally or internationally. It also communicated with more than 160 investors in non-deal roadshows for annual and interim results. In addition, the Company kept in close contact with investors by various means such as phone and internet. Within the year, the Company corresponded more than 2,000 emails, answered more than 310 calls and emails, and recorded a click-through rate of 28,000 viewers for the live video streaming of results briefings and open days. In the annual assessment and selection held by Institutional Investor, the Company won the award of the "Most Respected Company in Asia". It also made a record of being named in all the top six lists for the insurance sector, including the "Best President/Chief Executive Officer (number 2)", the "Best Chief Financial Officer (number 2)", the "Best Investor Relations Manager (number 1)", the "Best Investor Relations Team (number 1)", the "Best Investor Relations Implementation Project (number 2)", and the "Best Environmental, Social and Governance (number 3)". In the assessment and selection of the "3rd Session of Best IR of Hong Kong Listed Companies Awards" organized by New Fortune Magazine, the Company was awarded the "New Fortune Best IR of Hong Kong Listed Company". In the assessment and selection of the "China Securities Golden Bauhinia Awards" jointly organized by Hong Kong Tai Kung Wen Wei Media Group with the Listed Companies Association of Beijing, the Hong Kong Chinese Enterprises Association, the Chinese Securities Association of Hong Kong, the Chinese Financial Association of Hong Kong, the Hong Kong Institute of Chartered Secretaries, Hong Kong Securities Professionals Association and China Merger and Acquisitions Association (Hong Kong) Limited, the Company was awarded the "Best Investor Relations of Listed Company". In the assessment and selection of the "4th Session of Excellent IR in China" jointly organized by Roadshow China and Excellent IR, the Company was awarded the "Best Communication with the Capital Market Award", the "Best Digital Investor Relations Award" and the "Best Leader Award", and was nominated by the IR Magazine, a global magazine for investor relations, for the 2020 Excellent Award for the Greater China Region. CHANGES OF THE ARTICLES OF ASSOCIATION During the Reporting Period, the Company did not make any amendments to the Articles of Association. INTERNAL CONTROL AND RISK MANAGEMENT The Company has consistently complied with the regulatory requirements of relevant regulatory authorities, such as the SSE, the HKSE, the U.S. Securities and Exchange Commission (the "SEC") and the New York Stock Exchange, with respect to corporate internal control. Internal Control The Company has been devoting significant effort towards the promotion of internal control and the establishment of internal control related systems. In accordance with the requirements of Section 404 of the "U.S. Sarbanes-Oxley Act", the "Standard Regulations on Corporate Internal Control", the "Implementation Guidelines for Corporate Internal Control", the "Guidance on Internal Control for Companies Listed on the Shanghai Stock Exchange", the "Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited", and the "Basic Standards of Internal Control for Insurance Companies" issued by the CBIRC, the Company has carried out a lot of work on its internal control system establishment, rules implementation and risk management by strictly following its corporate governance structure. The Company has also formulated and issued the "Internal Control Implementation Manual of China Life Insurance Company Limited (2020 Edition)" to strengthen the implementation of internal control standards and internal control assessments, and actively promoted the culture and philosophy of internal control, thereby continuously enhancing the internal control of the Company. China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance 101 100 China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance The remuneration for senior management mainly comprises position compensation, performance rewards, welfare benefits and medium and long term incentives. The Company implements a term-of-service and target- related responsibility system for senior management. At the beginning of each year, performance target contracts will be entered into between the Chairman of the Board and the President, and between the President and other senior management of the Company. The performance target contract system is an important tool in disassembling the strategic goals of the Company in a scientific manner, which is conducive towards the breakdown of targets and transmission of responsibility, enhancing the implementation capability of the Company and ensuring the successful completion of its annual business targets. The performance appraisal criteria listed in the individual performance target contracts of senior management are partially linked to the business targets of the Company and partially formulated with reference to the duties and functions of their respective positions. FOR SENIOR MANAGEMENT China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance 107 108 China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance It should be stated that the risk management and internal control of the Company are designed with the objectives to reasonably ensure the legal compliance of business operation and management, safety of assets, truthfulness and completeness of financial reports and relevant information, improvement of operating efficiency and effect, and accomplishment of development strategy. Given the inherent limitations on risk management and internal control, the Company can only provide reasonable assurance with respect to the accomplishment of the above objectives. For other analysis on the insurance risk, market risk, credit risk and liquidity risk of the Company, please refer to the "Risk Management" section in Note 4 in the Notes to the Consolidated Financial Statements of this annual report. The Company attached great importance to information safety risk management. Firstly, the Company set up organizations to offer protection for information safety. It established the information safety functional departments at the headquarters and provincial levels for performing the duty of information safety management at each level. Secondly, the Company developed various systems and strictly implemented such systems to ensure the standardization of information management. Thirdly, the Company optimized the safety management requirements for the full life cycle of its IT system. By conducting safety tests and quality checks on the IT system before and after it was put online, the Company consistently enhanced the safety of such system. The Company also formulated contingency plans for regular exercises in a bid to enhance its emergency response capability to address cyber attacks or safety accidents. Through the application of new cutting-edge technologies such as cloud computing and big data in all aspects, the Company built a security situational awareness platform for the centralized analysis and coordinated disposal of various safety risks. In addition, the Company constantly stepped up efforts on education for the safety awareness of employees to foster a corporate culture of "everyone places emphasis on safety", and conducted several assessments on internal and external risks, which further enhanced the capability of the Company in information safety risk management. In 2020, the Company has not had any circumstances where its operation was affected due to the breakdown of computers or security breach. Information safety risk refers to the operational, legal and reputation risks caused by natural factors, human factors, technological loopholes or management defects in the process of applying information technology in the Company. Information Safety Risk The Company established a system for liquidity risk management to define the organizational structure and responsibilities of liquidity risk management. Further, the Company developed the processes covering the identification, evaluation, monitoring, response and disposal, reporting, and rectification of liquidity risk, and organized regular emergency exercises on liquidity risks. Overall, the liquidity risk of the Company was insignificant. The Company will constantly step up its effort on liquidity risk management pursuant to the regulatory requirements and its own regulations to ensure the performance of its obligation and give insurance benefits as scheduled. Liquidity risk refers to the risk that the Company does not have access to sufficient funds in time or at reasonable costs to meet its liabilities or other payment obligations as they become due. Liquidity Risk The Company established a system for reputation risk management to define the organizational structure and responsibilities of reputation risk management in strict compliance with the regulatory requirements. Further, the Company developed a mechanism for the evaluation and responsibility attribution of reputation risks, and optimized the processes covering the identification and ex-ante evaluation, monitoring, response and disposal, reporting, and rectification of reputation risk. By leveraging on technologies, the Company enhanced the intellectualization of reputation risk management to promptly identify reputation risk events and give pre- warning in respect thereof. The Company also continued to offer training courses and exercises on reputation risk management to raise the risk awareness of all employees, which helped enhance its risk response capability. In 2020, the Company constantly made improvements to its system for reputation risk management, strengthened coordinated management between client complaints and reputation risks, focused on source management, and took proper measures against such risk. As a result, no major reputation risk events have occurred for the year. Reputation risk refers to the risk of losses due to the negative comments to the Company from the stakeholders arising from the operation and management of the Company or external events. Reputation risk may exist in all aspects of operation and management, including corporate governance, product design, sales and promotion, claim services, application of capital, client complaints, petition through letters and visits and stability maintenance, information safety, remuneration plans, personnel management and information disclosure. INDEPENDENCE OF THE COMPANY FROM ITS CONTROLLING SHAREHOLDER Employees: The Company is independent in the aspects of employment, human resources and remuneration management. Assets: The Company owns all assets relating to the operation of its principal business. At present, the Company does not provide any guarantee for its shareholders. The Company's assets are independent, complete, and independent of the shareholders of the Company and other related parties. Finance: The Company has established a separate financial department, and an independent financial accounting system and financial management system; further, the Company makes financial decisions on its own; it employs separate financial personnel, opens separate accounts with banks and does not share bank accounts with CLIC; the Company, as a separate taxpayer, pays taxes individually according to law. Organization: The Company has established a well- developed organizational system, under which internal bodies such as the Board of Directors and the Board of Supervisors operate separately. There is no subordinate relationship between such internal bodies and the functional departments of the Company's controlling shareholder. Business operations: The Company independently develops personal insurance businesses, including life insurance, health insurance and accident insurance businesses, reinsurance relating to the above insurance businesses, use of funds permitted by applicable PRC laws and regulations or the State Council, as well as all types of personal insurance services, consulting business and agency business, sale of securities investment funds, and other businesses permitted by the banking and insurance administrative and regulatory authorities of the PRC. The Company currently possesses the "Insurance Company Legal Person Permit" (Number: 000005) issued by the CBIRC. The Company is independently engaged in the businesses as prescribed in its business scope according to law, has separate sales and agency channels and is licensed to use licensed trademarks without consideration. The completeness and independence of the Company's business operations will not be adversely affected by its relationship with related parties. PERFORMANCE APPRAISAL AND INCENTIVES Pursuant to the requirements of the "Notice on the Proper Preparation for Disclosure of 2020 Annual Reports of Companies Listed on the Main Board" and the "Business Guide for the Periodic Reports of Listed Companies" promulgated by the SSE, the Company shall release an Internal Control Self-assessment Report simultaneously with the publication of its 2020 annual report. Meanwhile, the Company, as an overseas private issuer, was required to provide a specific assessment report on its internal control system relating to financial reporting for the year ended 31 December 2020 in its Form 20-F (U.S. Annual Report) to be submitted to the SEC in accordance with Section 404 of the U.S. Sarbanes-Oxley Act. In accordance with the requirements of laws and regulations relating to internal control of the jurisdictions where the Company is listed, the Company has completed internal control self- assessments in relation to the requirements of Section 404 of the U.S. Sarbanes-Oxley Act and the SSE for the year ended 31 December 2020. Such assessments are conducted on an annual basis and in two stages, namely, interim assessment and supplementary test. The Company has confirmed after the assessments that its internal controls were effective. The Company has also received from its independent auditors an unqualified opinion on the effectiveness of its internal control in relation to financial reporting as at 31 December 2020. The Company's assessment report and the report of its independent auditors will be included as an attachment to its annual report submitted to the SSE and its Form 20-F to be submitted to the SEC. It is the responsibility of the Board of the Company to establish and effectively implement well-established internal control systems, assess their effectiveness and disclose the report on the internal control assessment. The Board and the Audit Committee are responsible for leading the implementation of internal control measures of the Company, and the Board of Supervisors supervises the internal control assessments performed by the Board. The Company has established the Risk Management Department in its headquarters and branches. The Company also conducts tests on the management level, assesses the effectiveness of the established and implemented internal control systems in accordance with the regulatory requirements of the jurisdictions where the Company is listed, and reports to the Board, the Audit Committee and the management. Reputation Risk A relatively well-developed internal control system has been established in terms of team-building, sales and operations, and system management for the sales channels, such as individual insurance, bancassurance, group insurance and health insurance. This internal control system regulates the relevant authorizations and operational workflows, and effectively adopts the measures to prevent and manage risks relating to the operation of exclusive agents. The Company has promulgated clear regulations for the workflows and authorizations relating to the verification of insurance policies, insurance claims and insurance preservation. The Company has also formulated business operation standards and service quality standards, developed systems of business, document and file management, and further regulated the management of business approval authority to strengthen its control over business risk and improve the quality of its services. After the outbreak of the Covid-19 pandemic in 2020, the Company took prompt actions to offer comprehensive insurance protection for its customers and continued to monitor related insurance risks through its convenient online customer services. So far, there has been limited impact of the Covid-19 pandemic on the insurance risks of the Company. The Company managed insurance risks in a regulated and orderly manner, with sufficient and reasonable provisions of minimum capital for insurance risks. The Company will continuously keep a watch on the development trend of insurance risks and further enhance its capability of managing insurance risks. Market Risk Market risk refers to the risk that exposes the Company to unexpected losses due to adverse movement in (amongst others) interest rate, equity prices, real estate prices and exchange rate. In order to address the market risks, the Company continued to pay attention to the risk exposures of interest rate, equity prices, real estate prices and exchange rate, monitored value at risk/mark to market (VaR/MTM), yield volatility, duration and other key market risk indicators on a regular basis, set up a 2-tier risk limit indicator and corresponding threshold values, carried out sensitivity analysis and stress test to measure the risk losses to the Company under stress scenarios and gave pre-warning of market risks. Currently, the proportion of each investment asset is in line with the requirements of the CBIRC and the internal management provisions of the Company. According to the results of the risk indicator monitoring and stress test, the market risk of the Company was within a normal controllable range. The Company primarily adopted the following risk control measures in 2020: (1) stepping up efforts on the study of macro economy, currency and financial policies to assess domestic and international economic and market trends in a timely manner; (2) reviewing the risks of major assets and the characteristics of their returns on a regular basis, so as to constantly optimize the model of assets allocation; (3) carrying out the effective management of open market equity exposure and making reasonable allocations; (4) increasing investment in interest rate bonds with long duration when appropriate opportunities arose, with a view to extending the duration of assets and narrowing the gap arising from the duration mismatch of assets and liabilities; and (5) conducting analyses on investment risks with the aid of the new system for investment risk management and the ancillary quantitative analysis tools, and meanwhile enhancing risk monitoring and pre-warning to strengthen risk emergency management. Credit Risk Credit risk refers to the risk that exposes the Company to unexpected losses due to non-performance or delay in the performance of contractual obligations by counterparties, or adverse changes in their credit standings. The credit risks that the Company is exposed to mainly relate to investment deposits, bond investments, non- standard financial product investments and reinsurance arrangements, etc. Credit Risk of Investment Business China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance 105 To address the credit risks of investment business, the Company developed and continuously improved the organizational structure of credit risk management, and constantly optimized the process for credit risk management. Meanwhile, the Company established and made amendments to the management system and strengthened the implementation of such system pursuant to the regulatory requirements and management practices; strengthened the research on risks and kept on improving risk analysis, assessment, monitoring, pre- warning and emergency response standard. By relying on information technology, the Company consistently enhanced the standard of quantitative analysis on credit risks and diversified the methods used for risk management and control. The Company primarily adopted the following measures in 2020: (1) facilitating the implementation of centralized credit rating projects to enhance the credit risk management standard; (2) carrying out credit risk limit management in multiple dimensions, in order to enhance the level of preventing credit risks prior to investment; (3) strengthening the monitoring of credit risk indicators for the purposes of indicating risk exposure and any change of risk distribution in an effective manner and closely tracking down negative information; and (4) stepping up efforts on the research and feasibility study of any industries and sectors for key investment to enhance the capability of the Company in risk management and control during and after investment. Reinsurance credit risk refers to the credit risk that may possibly be faced by the Company in connection with the obligations to be undertaken by reinsurers due to their failure to perform reinsurance contracts. To address the reinsurance credit risks, the Company adopted the following measures: (1) properly setting self-retained risk limits through an effective reinsurance management system, and using reinsurance as an effective tool to transfer risks to reinsurers with a high level of solvency; (2) reviewing the relevant information of a reinsurer in the reinsurance registration system in strict compliance with the regulatory requirements prior to the execution of a reinsurance contract to ensure that the reinsurer in cooperation with the Company satisfies with the regulatory requirements; and (3) conducting credit assessment on reinsurers through internal rating to select reinsurers that have higher credit standing to mitigate credit risks. Operational Risk Operational risk refers to the risk of direct or indirect losses arising from incomplete internal operational processes, personnel, systems or external events. The Company consistently implemented regulatory requirements and its operational risk management strategies, optimized the operational risk management system, and regulated the operational risk management processes, so as to enhance the effectiveness of operational risk management policies, systems and process management on an ongoing basis. The Company established an operational risk management system that combines three management tools, namely self- assessment of operational risk and its control, loss data room for operational risks and key risk indicators monitoring, and further reinforced the operational risk management at all levels of branches, so as to facilitate the vertical expansion of operational risk management network. In the meanwhile, the Company reported operational risk governance to the senior management on a quarterly basis. The operational risk control measures adopted by the Company mainly included the following: (1) carrying out the classification management for operational risk and developing an operational risk management process compatible with the nature, scale and risk characteristics of the Company's business, including the identification, assessment, control, monitoring and reporting mechanisms; (2) establishing a loss data room for operational risks to carry out the loss data collection and analysis of operational risks on a regular basis; (3) establishing a key indicator room for operational risks to organize regular monitoring of any risks that may cause losses and to take relevant control measures against them; (4) conducting self- assessments on the operational risk management and effect on a regular basis and identifying any issues in the management and control of operational risks, with a view to constantly increasing the capability of the Company in operational risk management; and (5) promoting a culture of operational risk management by organizing and conducting training courses on operational risk management. In 2020, the operational risk management was satisfactory, and losses from operational risks were controllable. With the continual improvement of the operational risk control system, the management foundation of the Company was strengthened consistently. Strategic Risk In compliance with regulatory requirements and having considered the characteristics of its business and management requirements, the Company has established and implemented a series of internal control measures and procedures with respect to currency and funds, insurance operations, external investments, physical assets, information technology, financial reporting and information disclosure to ensure the safety and integrity of its assets. By strictly complying with relevant PRC laws and regulations as well as the internal rules and regulations of the Company, the quality of accounting information has been improved. Strategic risk refers to the risk of mismatch between strategies, market conditions and capabilities of the Company arising from ineffective formulation or implementation of strategies or changes in operational environment. 106 China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance The Company assessed and monitored insurance risks through sensitivity analysis and other actuarial appraisal methods, with a focus on the impact of mortality rate, morbidity rate, lapse rate and other relevant assumptions on the Company's operating results. The Company managed insurance risks through the following mechanisms and processes: (1) establishing an organizational structure and a system for insurance risk management, so that insurance risk management can be performed within a scientific, comprehensive and effective management system; (2) devising a system for risk limit indicators and carrying out normal monitoring analysis, so as to contain risks within a controllable range; (3) implementing an effective product development and management system to strictly control product pricing risks, and strengthening empirical analysis to offer support to pricing assumptions and assessing assumptions, in order to prevent and control insurance risks from the front end of products; (4) effectively guarding against adverse selection risks and insurance frauds through the establishment and implementation of a well-developed system for verification of insurance policies and claims, as well as the practical operation regulations; and (5) transferring and mitigating insurance risk through a scientific and reasonable reinsurance arrangement. Reinsurance Risk Insurance risk refers to the risk that exposes insurance companies to unexpected losses due to the adverse deviation of the actual situation from the projections of assumptions such as loss ratio, expense rate and lapse 102 China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance rate. In accordance with relevant laws and regulations such as the "Accounting Law of the People's Republic of China" and the "Enterprise Accounting Standards" and taking into account the needs of the Company for its business development, operation and management, the Company has formulated and issued the "Accounting System of China Life Insurance Company Limited" and the "Accounting Practices of China Life Insurance Company Limited". The accounting units of the Company at all levels have implemented them in strict compliance with the requirements of the accounting system and various basic systems to regulate works relating to financial accounting and preparation of financial reports. The accounting units of the Company at all levels have assigned positions in a reasonable manner, clearly defined duties and responsibilities of such positions and their scope of authority on management, and strictly prohibited employees from serving incompatible positions concurrently, thus exercising the control over financial risks in an efficient manner. The Company has formulated the "Measures on the Administration of the Accountability System for Major Errors in Periodic Report Disclosures of China Life Insurance Company Limited", which set forth provisions governing the basic responsibilities of periodic report disclosures, the major errors in periodic report disclosures and the responsibility attribution. As at 31 December 2020, there has been no major error in periodic report disclosures of the Company. In order to enhance the confidentiality of its inside information and regulate the collection, management and reporting of its material information, the Company has formulated the "Measures for the Administration of Persons Who Have Knowledge of Inside Information of China Life Insurance Company Limited" and, after taking into account the regulatory requirements, revised the "Rules for the Administration of Information Disclosure of China Life Insurance Company Limited" and the "System of Internal Reporting of Material Information of China Life Insurance Company Limited" in 2018. In particular, the internal report on material information has been included in the indicator system under the internal control report of the Company. Persons responsible for reporting material information (including all departments, branches, subsidiaries and affiliates of the Company, the controlling shareholder and the shareholders holding over 5% of shares of the Company) obtain and identify potential material information at the level of operation and management by making use of various information technologies, and submit and report such information to the President and the Board of the Company as earlier as possible. The Board then makes the final decision on whether to release the material information, and discloses the same to such extent as it considers reasonable and practicable. The Company has established a well-developed system relating to investment decisions in accordance with the relevant laws and regulations and based on the actual situation of investment management. The system defines the approval and decision-making authority, authorization mechanism and specific decision-making procedures for investment management. All major investment decisions shall be approved and implemented in strict compliance with the internal decision-making process of the Company and the requirements of its investment management system. The Investment Decisions Committee is a permanent body of the Company for investment decisions, which is responsible for reviewing major investments and providing support to any investment decisions made by the management. The Company has established a comprehensive information technology system to cover all aspects of IT work and formed a closed-loop control mechanism focusing on centralized review and publication, periodic inspection and continuous improvement. By conducting measures such as the inspection and evaluation of system implementation on a regular basis, the Company has facilitated the effective implementation of the system and enhanced the standardization and normalization of various IT work. Further, the Company has constantly promoted the construction of the systems of information safety and risk control, and formulated and implemented a series of effective information safety control measures at various stages of the life cycle of the IT system, thereby effectively ensuring the safe and steady operation of the Company. In 2020, the Company conducted several internal and external risk assessments to promote construction by inspection, with a view to consistently enhancing its capability of managing information safety risks. The Risk Management Department, the Audit Department and the Legal and Compliance Department of the Company are responsible for the supervision and inspection of its internal control measures. The Company identifies issues in the areas of system design, control implementation and risk management in a timely manner through the adoption of various measures such as walk-through test, control test and risk analysis. It also eliminates loopholes, guards against risks and reduces losses by adopting various measures to improve systems, enhance legal compliance and pursue responsible persons. In 2020, the Company actively adapted to the stringent regulatory environment in the PRC and overseas financial industry and strictly complied with the regulatory requirements to constantly improve the organizational structure of internal audit and further strengthen the mechanism for internal audit management, which effectively performed the supervisory role of audit. The Company carried out the economic responsibility audit on managers at all levels, performed a series of special audits closely related to the Company's reform for development, and conducted a variety of regular audits on anti-money laundering, connected transactions, assets and liabilities. management, solvency system construction, internal control over the application of insurance funds, IT system, compliance of intermediary business, and anti-insurance fraud management pursuant to regulatory requirements. Meanwhile, the Company has put more efforts on the application of audit results, and played a proactive role to supervise and direct the implementation of rectification measures for any issues identified in audit, facilitating the standardized management and compliance operation of the Company. The Company has formulated regulations with respect to the reporting, investigation, handling of and responsibility attribution for cases involving any violations of laws and regulations by employees, each being implemented by the Legal and Compliance Department, which ensures that cases involving any violations of laws and regulations by employees are handled in a timely manner, and the persons involved will be attributed to proper responsibility. The Legal and Compliance Department reports the criminal cases involving practitioners and manages the responsibility attribution of such cases in accordance with regulations such as the "Measures for the Administration of Criminal Cases Involving Banking and Insurance Institutions (for Trial Implementation)" issued by the CBIRC and internal policies such as the "Measures for the Administration of Criminal Cases (for Trial Implementation)" and the "Implementing Rules for Responsibility Attribution of Cases". The Company has constantly optimized three lines of defense for compliance management to establish an efficient compliance management system, with a view to identifying, guarding against and mitigating material compliance risks. The Company has also fostered the concept of compliance creating value, and promoted a good interaction between the compliance management functional department of the Company and external regulators, with a view to enhancing the overall compliance management standard of the Company and ensuring the achievement of its goal of high-quality development. Risk Management Risk Management System China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance 103 104 China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance Insurance Risk Work in relation to Risk Management Pursuant to the requirements of the CBIRC on the China Risk Oriented Solvency System (C-ROSS), the Company pushed forward the establishment of a solvency risk management system, and built a "1+7+N" comprehensive risk management system with the "Comprehensive Risk Management Rules" as the general principles, seven types of risks (including insurance risk, market risk, credit risk, operational risk, strategic risk, reputation risk and liquidity risk) as the key focuses, and having reliance on a series of implementing rules for business such as the "Measures for the Administration of Risk Preference System". The Company actively implemented key risk monitoring and risk pre-warning classification management, and consistently reinforced the mechanism for formation, transmission and application of the risk preference system, which created a system for the normal management of risk preference with the statement on risk preference as the carrier, and the risk tolerance and limit indicators as the focus. Through the combination of risk preference with various lines of operation and management, the Company maintained a good interaction between risk management and business development. The Company conducts a self-assessment on solvency risk management capability every year so as to assess all work in relation to risk management in two dimensions: the soundness of the system and the effectiveness of its implementation. The Company took specific rectification measures against its own shortcomings and weaknesses, which helped enhanced its risk management standard in all aspects. The Company consistently followed the requirements under anti-money laundering laws and regulations, kept on improving the system for money-laundering risk management and performed legal responsibilities including client identity verification, documentation of client identity information and transaction records, money laundering risk classification and report of large sums and suspicious transaction data. Meanwhile, pursuant to external regulatory requirements, the Company conducted special governance on illegal fund-raising activities and carried out the self-inspection and rectification in key risk areas, which effectively improved the Company's precaution capability in key risk areas. In 2020, the Company vigorously promoted the informatization of risk management, actively applied the latest advanced technologies such as big data and artificial intelligence, and further promoted the intelligent application of anti-money laundering, thus making significant breakthroughs in the intelligent identification of illegal fund-raising risks, monitoring of sale risk pre-warning, and risk management data mart. The informatization and intellectualization of risk management improved significantly, and the risk management capability of the Company reached a new level, which provided a strong support to the high-quality development of the Company. The Company has established an organizational system for comprehensive risk management with the ultimate responsibility assumed by the Board, under the direct leadership of the management, having reliance on the risk management departments and with the close cooperation among the relevant functional departments, and developed a 5-tier organizational structure for risk management covering the corporate governance level, the headquarters level, the provincial branches level, the local or city branches level, and the county sub-branches level. With the reliance on the 5-tier risk management and control structure, the Company has put in place three lines of defense that focus on risk management: the first line of defense consists of branches and sub- branches at all levels and various functional departments that identify, assess, address, monitor and report risks at the front end of business; the second line of defense is composed of the Risk Management and Consumer Rights Protection Committee of the Board, as well as the Risk Management Committee and the Risk Management Department of the Company that take lead in formulating the system, standard and limit for a variety of risks and make recommendations to address such risks; the third line of defense comprises the Audit Committee of the Board, as well as the internal audit department, the Office of the Discipline Inspection Committee and other departments of the Company that supervise the risk management workflows established by the Company and the procedures and actions for control of various risks. The three lines of defense have been coordinated with each other in a proactive manner to organize and commence any work in relation to risk management. By establishing the organizational structure of risk control, the Company has gradually established a criss- cross network of risk control system, with the risk management departments at all levels as leading bodies, the relevant functional departments as main bodies, the vertical decision-making control system and horizontal interactive collaboration mechanism as supporting systems and the comprehensive risk management as focus, thus laying a strong foundation for the Company to achieve a comprehensive risk management system with full coverage, all-employee participation and effective workflows. Risk Identification and Control The major risks of the Company in the course of operation and management include insurance risk, market risk, credit risk, operational risk, strategic risk, reputation risk, liquidity risk and information safety risk. 2020/1/2 2020/1/3 8 Announcement of Premium Income 2020/1/15 10 Election of Language and Means of Receipt of Corporate Communication Reply Form 2020/1/16 11 Notification Letter and Request Form to Non-Registered Shareholders Announcement - Approval of Qualification as Supervisor by the CBIRC Beijing Bureau and Resignation of Supervisor 2020/1/16 12 6 7 Form of Proxy of Holders of H Shares for use at the First Extraordinary General Meeting 2020 of the Company to be held on Thursday, 20 February 2020 2020/1/2 Notification Letter and Change Request Form to Registered Shareholders 5 2020/1/2 Reply Slip of Holders of H Shares 4 2020/1/2 3 2020/1/2 Notice of the First Extraordinary General Meeting 2020 64 Announcement - Estimated Profit Increase for the Year 2019 2 2020/1/2 6 2020/1/19 18 Clarification Announcement 2020/3/19 Investment in China Life Aged-Care Industry Investment Fund and Notice of the First Extraordinary General Meeting 2020 2020/3/12 Collection of Questions for 2019 Annual Results Briefing Announcement of Results for the Year Ended 31 December 2019 Announcement of Premium Income 21 - Announcement 20 19 222 2020/3/12 Notice of Board Meeting 2020/3/2 Announcement - Approval of Qualification of Director by the CBIRC Beijing Bureau 17 2020 2020/2/13 13 Indicative Announcement - Approval by the CBIRC of Gratuitous Transfer of the Controlling Shareholder's Partial State-owned Shares 2020/2/14 14 - 12 Announcement – Forfeiture of Unclaimed Dividends 15 Announcement of Premium Income 2020/2/18 Announcement - Resolutions Passed at the First Extraordinary General Meeting 16 2020/2/20 2020/2/17 1 HKExnews website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk Items A Share Stock Type STOCK INFORMATION 12/F, China Life Plaza, 16 Financial Street, Xicheng District, Beijing, P.R. China The Company's website at www.e-chinalife.com 2020/3/25 www.sse.com.cn China Securities Journal, Securities Times, Securities Daily The Company's Annual Report may be obtained at The Company's H Share Disclosure Websites the Company's Annual Report Disclosure CSRC's Designated Website for Media for the Company's A Share Disclosure 2020 Third Quarter Report H Share 2020/10/28 Announcement - Connected Transaction – Formation of Partnership 2020/10/28 66 Summary of Solvency Quarterly Report of Insurance Company (Third Quarter of 2020) 2020/10/28 10 - 67 Overseas Regulatory Announcement China Life Insurance Company Limited - Announcement on Changes in Accounting Estimates 2020/10/28 68 Announcement of Premium Income 2020/11/12 69 65 ADR 110 Exchanges on which the Stocks are Listed Shanghai Stock Exchange The Stock Exchange of Hong Kong Limited Serial No. INDEX OF INFORMATION DISCLOSURE ANNOUNCEMENTS 111 China Life Insurance Company Limited | Annual Report 2020 | Other Information Name of the Certified Auditor: Choi Kam Cheong, Geoffrey 1 Tim Mei Avenue, Central, Hong Kong Address: 22/F, CITIC Tower, Ernst & Young International Auditor Debevoise & Plimpton LLP Address: 60 Wall Street, New York, NY 10005 Address: Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong Name of the Signing Auditors: Huang Yuedong, Xu Ting Ernst & Young Hua Ming LLP Address: Level 16, Ernst & Young Tower, Oriental Plaza, No. 1 East Changan Avenue, Dongcheng District, Beijing, P.R. China King & Wood Mallesons Latham & Watkins LLP Domestic Auditor Deutsche Bank Computershare Hong Kong Investors Services Limited Stock Short Name Stock Code China Life 601628 China Life 2628 Date of disclosure New York Stock Exchange China Life Insurance Company Limited | Annual Report 2020 | Other Information OTHER RELEVANT INFORMATION H Share Registrar and Transfer Office Depositary of ADR Domestic Legal Adviser International Legal Advisers Auditors of the Company LFC 22 2020/4/16 China Life Insurance Company Limited 2019 Environmental, Social and Governance (ESG) & Social Responsibility Report Announcement - Connected Transaction Formation of Partnership Announcement - Connected Transaction – Formation of Partnership 53 52 2020/8/26 Announcement of Unaudited Interim Results for the Six Months Ended 30 June 2020 51 2020/8/18 Announcement - Unusual Price Movement of A Shares of the Company 50 2020/8/18 Announcement - Collection of Questions for 2020 Interim Results Briefing 49 2020/8/14 Notice of Board Meeting - 48 Announcement of Premium Income 47 2020/7/23 Announcement - Resignation of Supervisor 46 2020/7/14 Announcement of Premium Income 45 2020/7/6 Notice on Completion of Redemption 44 Distribution of Final Dividend 2020/6/29 43 2020/8/12 2020/8/26 - 2020/8/26 63 2020/10/19 Announcement of Premium Income 62 2020/10/15 Notice of Board Meeting 61 2020/9/29 Supplemental Announcement - Connected Transaction in relation to the Formation of Partnerships 60 2020/9/11 Announcement of Premium Income 59 2020/9/10 Notification Letter and Request Form to Non-Registered Shareholders 58 2020/9/10 54 Summary of Solvency Quarterly Report of Insurance Company (Second Quarter of 2020) 2020/8/26 China Life Insurance Company Limited | Annual Report 2020 | Other Information 113 Serial No. Items Date of disclosure Announcement - Resolutions Passed at the Annual General Meeting and 55 2020/8/26 56 2020 Interim Report 2020/9/10 57 Notification Letter and Change Request Form to Registered Shareholders Overseas Regulatory Announcement - China Life Insurance Company Limited Announcement on Changes in Accounting Estimates 22 2020/6/11 42 31 2020/4/16 30 2020/4/16 Date of disclosure Reports of the Board of Directors & the Board of Supervisors for 2019, Financial Report and Profit Distribution Plan for 2019, Remuneration of Directors and Supervisors, Election of Mr. Lam Chi Kuan as an Independent Director of the Sixth Session of the Board of Directors, Remuneration of Auditors for 2019 & Appointment of Auditors for 2020, General Mandate to Issue H Shares, Duty Report of the Independent Directors of the Board of Directors for 2019, Report on the Overall Status of Connected Transactions for 2019 & Notice of AGM Notice of Annual General Meeting Items 29 29 Serial No. 112 China Life Insurance Company Limited | Annual Report 2020 | Other Information 2020/4/16 2020/4/14 2020/4/9 Form of Proxy of Holders of H Shares for use at the Annual General Meeting of the Company to be held on Monday, 29 June 2020 2020/3/25 Annual Report 2019 28 Announcement of Premium Income 27 Announcement - Nomination of Independent Non-Executive Director Notice of Board Meeting 26 25 Announcement - Continuing Connected Transactions under New Asset Management Agreements and Revision of Annual Caps for Continuing Connected Transactions 24 2020/3/25 Summary of Solvency Quarterly Report of Insurance Company (Fourth Quarter of 2019) 23 23 2020/3/25 2020/3/25 2020/4/16 32 Reply Slip of H Share Shareholders 222 2020/5/27 Notice of Redemption 41 2020/5/26 Announcement - Approval of Qualification of Person in Charge of Finance by CBIRC Beijing Bureau 40 40 2020/5/14 Announcement of Premium Income 39 2020/4/23 Overseas Regulatory Announcement - China Life Insurance Company Limited - Announcement on Changes in Accounting Estimates 38 (First Quarter of 2020) 2020/4/23 37 2020/4/16 33 Notification Letter and Change Request Form to Registered Shareholders 2020/4/16 34 Notification Letter and Request Form to Non-Registered Shareholders Announcement of Premium Income Voluntary Announcement 2020 First Quarter Report 2020/4/23 36 Announcement - Resignation of Executive Director and Change of Person in Charge of Finance 2020/4/23 Summary of Solvency Quarterly Report of Insurance Company 35 2020/11/24 2020/10/19 Announcement in relation to Relevant Representation on the 2020 Corporate Day How our audit addressed the key audit matter We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Group's long-term insurance contract liabilities valuation processes. For example, we tested controls over management's review of the actuarial models, the actuarial assumptions, and the data inputs used. To test the valuation of long-term insurance contract liabilities, our audit procedures included, among others, comparing the methodology, actuarial models and actuarial assumptions used by the Group to recognised actuarial practices and testing the completeness and accuracy of the underlying insurance policy data used in the valuation. We involved our actuarial specialists to assist us with assessing the reasonableness of the assumptions by comparing them to industry data, historical experiences and expectations of the Group. For a sample of selected insurance products, our actuarial specialists performed an independent recalculation of the long-term insurance contract liabilities. In addition, our actuarial specialists assisted in performing analytical procedures over the movement of long-term insurance contract liabilities considering changes in the actuarial assumptions in the reporting period. The impairment test for investment in an associate At 31 December 2020, the Group held a material investment in an associate, Sino-Ocean Group Holding Limited ("Sino-Ocean"), a company listed on the Stock Exchange of Hong Kong Limited, with a carrying value of RMB11.29 billion. As disclosed in Note 9 to the consolidated financial statements, as the quoted market price of this investment has been continuously below its carrying value, the Group performed an impairment test, and recognised an impairment loss of RMB707 million in 2020. Auditing management's impairment test of Sino-Ocean was complex due to the significant estimates and judgements involved in management's assessment of its value in use, including the selling prices of properties under development, rental prices of investment properties included in the projection of future cash flows and the discount rates used. These estimates and judgements may be affected by unexpected changes in the future market or economic conditions. Auditing the Group's long-term insurance contract liabilities was complex due to the complexity of the actuarial models and highly judgemental nature of the actuarial assumptions used by management to estimate the liabilities. The actuarial assumptions include mortality, morbidity, lapse rates, discount rates, and expenses. Changes in these assumptions could have significant effects on the valuation of the long-term insurance contract liabilities. We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over the Group's investment impairment test of Sino-Ocean. For example, we tested controls over management's review of the impairment test methodology and the significant assumptions used in the valuation. 118 China Life Insurance Company Limited | Annual Report 2020 | Financial Report OTHER INFORMATION BASIC INFORMATION OF THE COMPANY Registered Name in Chinese Registered Name in English Legal Representative Registered Office Address Postal Code To test the impairment test of Sino-Ocean, our audit procedures included, among others, evaluating the Group's valuation methodology and testing the completeness and accuracy of the underlying data used in the cash flows projection. We compared the selling prices of properties under development and rental prices of investment properties used in the cash flow projection to the historical business results of Sino-Ocean and industry data. We also involved our valuation specialists to assist us with assessing the reasonableness of the Group's valuation methodology with reference to valuation guidelines and industry practice. In addition, we compared the discount rate used by the Group with the discount rate developed by our valuation specialists using information of comparable companies. At 31 December 2020, the Group had significant insurance contract liabilities in the amount of RMB2,973.23 billion. As disclosed in Notes 2.12 and 15 to the consolidated financial statements, the Group's insurance contract liabilities are primarily comprised of long-term insurance contract liabilities. The Group uses the discounted cash flow method to estimate the reserve of long-term insurance contracts. Valuation of insurance contract liabilities Key audit matter 116 China Life Insurance Company Limited | Annual Report 2020 | Financial Report Independent Auditor's Report (continued) To the shareholders of China Life Insurance Company Limited (Incorporated in the People's Republic of China with limited liability) OPINION (continued) In our opinion, the consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at 31 December 2020, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards ("IFRSS") issued by the International Accounting Standards Board ("IASB") and have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance. BASIS FOR OPINION We conducted our audit in accordance with International Standards on Auditing ("ISAS") issued by the International Auditing and Assurance Standards Board. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the Code of Ethics for Professional Accountants (the "Code") issued by the Hong Kong Institute of Certified Public Accountants, and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. KEY AUDIT MATTERS Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context. We have fulfilled the responsibilities described in the Auditor's responsibilities for the audit of the consolidated financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the consolidated financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying consolidated financial statements. China Life Insurance Company Limited | Annual Report 2020 | Financial Report 117 Independent Auditor's Report (continued) To the shareholders of China Life Insurance Company Limited (Incorporated in the People's Republic of China with limited liability) KEY AUDIT MATTERS (continued) Current Office Address Postal Code Telephone Fax Office Address Telephone Fax Board Secretary 70 Li Mingguang 16 Financial Street, Xicheng District, Beijing, P.R. China 86-10-63631241 Securities Representative Li Yinghui 16 Financial Street, Xicheng District, Beijing, P.R. China 86-10-63631191 86-10-66575112 Email liyh@e-chinalife.com Name We have audited the consolidated financial statements of China Life Insurance Company Limited (the "Company") and its subsidiaries (the "Group") set out on pages 122 to 244, which comprise the consolidated statement of financial position as at 31 December 2020, and the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies. CONTACT INFORMATION 852-29192628 Website Email Hong Kong Office Address Telephone 中國人壽保險股份有限公司 China Life Insurance Company Limited ("China Life") Wang Bin 16 Financial Street, Xicheng District, Beijing, P.R. China 100033 Announcement - Resignation of Independent Non-executive Director 16 Financial Street, Xicheng District, Beijing, P.R. China 100033 86-10-63633333 86-10-66575722 www.e-chinalife.com ir@e-chinalife.com 16/F, Tower A, China Life Centre, One Harbour Gate, 18 Hung Luen Road, Hung Hom, Kowloon, Hong Kong China Life Insurance Company Limited | Annual Report 2020 | Other Information 109 ir@e-chinalife.com OPINION FINANCIAL Announcement - Premium Income Exceeding RMB600 Billion 2020/12/21 114 China Life Insurance Company Limited | Annual Report 2020 | Other Information DEFINITIONS AND MATERIAL RISK ALERT In this report, unless the context otherwise requires, the following expressions have the following meanings: China Life, the Company6 76 CLIC AMC Pension Company AMP CLWM CGB CLP&C 2020/12/17 Announcement - Supplementary Information regarding Compensation of Directors, Supervisors and Senior Management Members in 2019 75 2020/12/17 2020/12/7 71 Materials for the China Life 2020 Corporate Day 2020/12/7 72 Announcement of Premium Income 2020/12/11 13 Announcement · - Renewal of Continuing Connected Transactions under the 73 2020/12/17 Insurance Sales Framework Agreement 74 74 Announcement - Renewal of Continuing Connected Transactions under the Policy Management Agreement CLI China Life Capital CBIRC CBIRC Beijing Bureau Beijing Bureau of the China Banking and Insurance Regulatory Commission China Securities Regulatory Commission The Stock Exchange of Hong Kong Limited Shanghai Stock Exchange Company Law of the People's Republic of China Insurance Law of the People's Republic of China Securities Law of the People's Republic of China Articles of Association of China Life Insurance Company Limited For the purpose of this report, "China" or "PRC" refers to the People's Republic of China, excluding the Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan region Renminbi Yuan INFORMATION DISCLOSURE AND PLACE FOR OBTAINING THE REPORT * Ms. Li Yinghui, Securities Representative of the Company, is also the main contact person of the external Company Secretary engaged by the Company MATERIAL RISK ALERT: The risks faced by the Company primarily include risks relating to macro trends, insurance risk, market risk, credit risk, operational risk, strategic risk, reputation risk, liquidity risk and information safety risk. The Company has adopted various measures to manage and control different risks effectively. For details please refer to the "Future Prospect" in the section headed "Management Discussion and Analysis" and the "Internal Control and Risk Management" in the section headed "Corporate Governance" of this report. 6 Except for "the Company" referred to in the Consolidated Financial Statements. China Life Insurance Company Limited | Annual Report 2020 | Other Information 115 Independent Auditor's Report EY** To the shareholders of China Life Insurance Company Limited (Incorporated in the People's Republic of China with limited liability) China Banking and Insurance Regulatory Commission, the predecessors of which are China Insurance Regulatory Commission and China Banking Regulatory Commission REPORT China Life Investment Management Company Limited, the former China Life Investment Holding Company Limited, a wholly-owned subsidiary of CLIC China Life Capital Investment Company, an indirect wholly-owned subsidiary of CLIC China Guangfa Bank Co., Ltd., an associate of the Company CSRC HKSE SSE Company Law Insurance Law Securities Law Articles of Association China or PRC RMB China Life Insurance Company Limited and its subsidiaries China Life Insurance (Group) Company, the controlling shareholder of the Company China Life Asset Management Company Limited, a non-wholly owned subsidiary of the Company China Life Pension Company Limited, a non-wholly owned subsidiary of the Company China Life AMP Asset Management Company Limited, an indirect non-wholly owned subsidiary of the Company China Life Wealth Management Company Limited, an indirect non-wholly owned subsidiary of the Company China Life Property and Casualty Insurance Company Limited, a non-wholly owned subsidiary of CLIC 86-10-66575112 Other expenses (4,255) End of the year 56,629 53,306 Analysis of balances of cash and cash equivalents Cash at banks and in hand Short-term bank deposits 56,510 52,800 119 506 The notes on pages 129 to 244 form an integral part of these consolidated financial statements. 128 China Life Insurance Company Limited | Annual Report 2020 | Financial Report - Non-controlling interests - Equity holders of the Company Total comprehensive income for the year, net of tax Attributable to: Other comprehensive income for the year, net of tax Share of other comprehensive income of associates and joint ventures under the equity method Other comprehensive income that will not be reclassified to profit or loss in subsequent periods: 34,988 25,406 Other comprehensive income that may be reclassified to profit or loss in subsequent periods (11,292) (8,482) 29 Income tax relating to components of other comprehensive income 237 (986) 50,809 Exchange differences on translating foreign operations 53,306 Cash and cash equivalents (161) (133) 34,988 Cash received from borrowings 6,822 123 Payment of principal portion of lease liabilities (1,478) (1,348) Cash paid for redemption of other equity instruments (9,060) Capital injected into subsidiaries by non-controlling interests 22,846 12,961 Cash received related to other financing activities 1,069 Cash paid related to other financing activities (1,592) (761) Net cash inflow/(outflow) from financing activities (7,760) (36,075) (144) 55 Net increase in cash and cash equivalents 3,323 2,497 Beginning of the year 599 672 (19,521) Net profit (781) (3,103) 29 Income tax 59,795 54,488 28 Profit before income tax 9,159 8,336 8,011 7,666 9 Net gains on investments of associates and joint ventures Including: share of profit of associates and joint ventures (677,690) (758,139) Total benefits, claims and expenses (9,602) (12,208) (1,163) (1,229) 21 Statutory insurance fund contribution (40,275) (37,687) Administrative expenses Attributable to: 51,385 59,014 - Equity holders of the Company (3,959) (4,635) 69,600 52,547 (14,386) joint ventures under the equity method Share of other comprehensive income of associates and attributable to participating policyholders Amount transferred to net profit from other comprehensive income Portion of fair value changes on available-for-sale securities Fair value gains on available-for-sale securities Other comprehensive income that may be reclassified to profit or loss in subsequent periods: Other comprehensive income RMB million RMB million (3,747) Note 2020 For the year ended 31 December 2020 Consolidated Statement of Comprehensive Income (continued) 124 China Life Insurance Company Limited | Annual Report 2020 | Financial Report The notes on pages 129 to 244 form an integral part of these consolidated financial statements. RMB2.05 RMB1.77 31 Basic and diluted earnings per share 727 58,287 50,268 1,117 - Non-controlling interests 2019 Foreign exchange gains/(losses) on cash and cash equivalents (Note 37) 7,791 Independent Auditor's Report (continued) As at 31 December 31 December 2020 2019 Notes As at RMB million LIABILITIES AND EQUITY Liabilities Insurance contracts Investment contracts 15 16 RMB million 56 As at 31 December 2020 Consolidated Statement of Financial Position Deferred tax assets Cash and cash equivalents Total assets 14 29,021 34,029 (continued) 29 56,629 128 53,306 4,252,410 3,726,734 The notes on pages 129 to 244 form an integral part of these consolidated financial statements. 122 China Life Insurance Company Limited | Annual Report 2020 | Financial Report 87 2,973,225 2,552,736 288,212 19 122,249 118,088 Annuity and other insurance balances payable 55,031 51,019 Securities sold under agreements to repurchase Premiums received in advance 60,898 Other liabilities Deferred tax liabilities. Current income tax liabilities Statutory insurance fund Total liabilities 53,021 3,859 3,732 Financial liabilities at fair value through profit or loss 267,804 Policyholder dividends payable 122,510 112,593 Interest-bearing loans and borrowings 17 19,556 20,045 Lease liabilities 2,664 3,091 Bonds payable 18 34,992 34,990 Other assets 5,161 6,095 13 Investment properties 678 52,747 51,758 3,076 3,520 Right-of-use assets 14,217 Investments in associates and joint ventures 9 239,584 222,983 Held-to-maturity securities 10.1 12,141 Property, plant and equipment RMB million RMB million Ernst & Young Certified Public Accountants Hong Kong 25 March 2021 We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. China Life Insurance Company Limited | Annual Report 2020 | Financial Report 121 Consolidated Statement of Financial Position As at 31 December 2020 ASSETS As at As at 31 December 2020 31 December 2019 Notes 1,189,369 Equity 928,751 10.2 428 Securities purchased under agreements to resell 10.8 7,947 4,467 Accrued investment income 10.7 10.9 41,703 Premiums receivable 12 20,730 17,281 Reinsurance assets 45,200 Derivative financial assets 1,058,957 141,608 161,570 658,535 608,920 Term deposits 10.3 545,667 535,260 Statutory deposits - restricted 10.4 6,333 6,333 Available-for-sale securities 10.5 1,215,603 Securities at fair value through profit or loss 10.6 Loans Share capital 220 104,426 25 (414,797) (330,807) 26 (9,846) (9,157) (50,783) Policyholder dividends resulting from participation in profits (22,375) Underwriting and policy acquisition costs (84,342) (81,396) (4,916) Finance costs (28,279) (52,395) 25 (127,877) 14,583 1,831 24 21,900 19,251 9,315 8,195 804,961 729,474 Life insurance death and other benefits Accident and health claims and claim adjustment expenses Increase in insurance contract liabilities Investment contract benefits 1010100 25 (113,609) 27 23 • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. concern. China Life Insurance Company Limited | Annual Report 2020 | Financial Report 119 In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. The directors of the Company are responsible for the other information. The other information comprises the information included in the Annual Report, other than the consolidated financial statements and our auditor's report thereon. OTHER INFORMATION INCLUDED IN THE ANNUAL REPORT To test the fair value measurement of level III financial assets, our audit procedures included, among others, evaluating the Group's valuation methodologies, testing the significant unobservable inputs used by the Group in determining the fair values, and testing the mathematical accuracy of the Group's valuation calculations. We involved our valuation specialists to assist us with evaluating the Group's valuation methodologies and assessing the reasonableness of the significant unobservable inputs, including discount rates and discounts for lack of marketability, among others used in the valuations by comparing them to information available from third-party sources and market data. For a sample of the Group's level III financial assets, our valuation specialists also independently developed fair value estimates and compared them to the Group's valuation results. Independent Auditor's Report (continued) We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over the Group's fair value measurement of level III financial assets. For example, we tested management's review controls over the valuation methodologies and the significant unobservable inputs used in the fair value measurements. Auditing the fair value measurement of the Group's level III financial assets was complex due to the significant estimates and judgements involved in the assessment of valuation methodologies and significant unobservable inputs, including discount rates and discounts for lack of marketability, among others. The use of different valuation methodologies and changes in significant unobservable inputs could result in significantly different fair value estimates. At 31 December 2020, the Group held material investments in certain level III financial assets such as private equity funds, preference shares, other equity and debt investments, which are accounted for as available- for-sale securities at fair value or securities at fair value through profit or loss with a combined carrying value of RMB293.92 billion. As disclosed in Note 4.4 to the consolidated financial statements, these investments are classified as level III in the fair value hierarchy as their fair values are measured using valuation methodologies with significant unobservable inputs. Fair value of level III financial assets Key audit matter KEY AUDIT MATTERS (continued) To the shareholders of China Life Insurance Company Limited (Incorporated in the People's Republic of China with limited liability) How our audit addressed the key audit matter To the shareholders of China Life Insurance Company Limited (Incorporated in the People's Republic of China with limited liability) RESPONSIBILITIES OF THE DIRECTORS FOR THE CONSOLIDATED FINANCIAL STATEMENTS The directors of the Company are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with IFRSS issued by the IASB and the disclosure requirements of the Hong Kong Companies Ordinance, and for such internal control as the directors determine is necessary to enable the preparation of the consolidated financial statements that are free from material misstatement, whether due to fraud or error. • Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS (continued) (Incorporated in the People's Republic of China with limited liability) To the shareholders of China Life Insurance Company Limited Independent Auditor's Report (continued) 120 China Life Insurance Company Limited | Annual Report 2020 | Financial Report • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control. • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Our report is made solely to you, as a body, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report. AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS The directors of the Company are assisted by the Audit Committee in discharging their responsibilities for overseeing the Group's financial reporting process. In preparing the consolidated financial statements, the directors of the Company are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors of the Company either intend to liquidate the Company or to cease operations or have no realistic alternative but to do so. • Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. (Note 36) 28,265 139,919 22 Non-controlling interests Total equity 37 7,791 38 237,890 Attributable to equity holders of the Company 197,221 170,487 450,051 403,764 6,880 5,578 456,931 4,252,410 183,896 Retained earnings Reserves Other equity instruments 81,114 29 15,286 10,330 191 223 21 21 384 602 3,795,479 3,317,392 36 28,265 28,265 409,342 154,497 3,726,734 Approved and authorised for issue by the Board of Directors on 25 March 2021. Notes RMB million RMB million 612,265 567,086 (6,053) 2019 (5,238) 561,848 (1,546) (1,570) 604,666 560,278 222 606,212 2020 BENEFITS, CLAIMS AND EXPENSES Insurance benefits and claims expenses Total revenues Wang Bin Director Su Hengxuan Director The notes on pages 129 to 244 form an integral part of these consolidated financial statements. China Life Insurance Company Limited | Annual Report 2020 | Financial Report 123 Consolidated Statement of Comprehensive Income For the year ended 31 December 2020 REVENUES Gross written premiums Less: premiums ceded to reinsurers Net written premiums Net change in unearned premium reserves Net premiums earned Investment income Net realised gains on financial assets Net fair value gains through profit or loss Other income Total liabilities and equity (20,834) 450,014 (6,505) (29,546) 28,265 237,890 183,896 6,880 456,931 The notes on pages 129 to 244 form an integral part of these consolidated financial statements. 126 China Life Insurance Company Limited | Annual Report 2020 | Financial Report Consolidated Statement of Cash Flows For the year ended 31 December 2020 CASH FLOWS FROM OPERATING ACTIVITIES 2020 2019 RMB million RMB million Profit before income tax Adjustments for: 134 (36,859) 14,970 (7,791) 51,385 25,699 51 25,750 25,699 50,268 1,168 77,135 Investment income 16,025 (20,834) (20,834) (174) (174) (7,791) (1,055) 308 (8,538) (16,025) 1,117 Net realised and unrealised gains on financial assets 54,488 1,213 Receivables and payables 40,592 50,622 Income tax paid (3,263) (8,636) - Interest received – securities at fair value through profit or loss Dividends received – securities at fair value through profit or loss 4,120 3,811 775 964 Net cash inflow/(outflow) from operating activities 304,024 286,032 CASH FLOWS FROM INVESTING ACTIVITIES 3,004 Financial liabilities at fair value through profit or loss 6,858 (21,954) 59,795 (154,497) (139,919) (36,483) (21,082) 419,866 335,971 Depreciation and amortisation Insurance contracts 5,161 Foreign exchange losses/(gains) (119) 67 Net gains on investments of associates and joint ventures (7,666) (8,011) Changes in operating assets and liabilities: Decrease/(increase) in securities at fair value through profit or loss, net 4,379 Disposals and maturities: 50,268 5,578 Dividends paid (Note 33) Appropriation to reserves (Note 38) Transactions with owners Total comprehensive income Other comprehensive income Net profit As at 1 January 2020 As at 31 December 2019 Total transactions with owners Reserves to retained earnings (Note 38) Others Dividends to non-controlling interests Total comprehensive income Transactions with owners Appropriation to reserves (Note 38) Dividends paid (Note 33) Other comprehensive income As at 1 January 2019 Net profit For the year ended 31 December 2020 Consolidated Statement of Changes in Equity China Life Insurance Company Limited | Annual Report 2020 | Financial Report 125 Dividends to non-controlling interests Others Total transactions with owners As at 31 December 2020 (Note 38) 149,309 130,117 58,287 4,919 320,401 727 59,014 RMB million RMB million The notes on pages 129 to 244 form an integral part of these consolidated financial statements. RMB million earnings Reserves Retained Other equity instruments Share capital Total Non- controlling interests Attributable to equity holders of the Company RMB million RMB million RMB million 409,342 792 93,134 86 64 64 13,065 (17,917) (133) (4,985) 28,265 7,791 197,221 170,487 5,578 409,342 28,265 7,791 197,221 170,487 (86) (133) (133) (4,916) 75,967 93,926 77,135 34,912 25,750 (76) 344 34,847 1,168 (365) 34,912 _- _- 34,847 58,287 792 93,926 13,087 (13,087) (4,916) 65 Disposals of debt investments We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with the Audit Committee, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. 112,182 1,141 Net cash inflow/(outflow) from investing activities Cash received related to other investing activities (32,707) (25,858) Increase in policy loans, net 25,169 29,590 Dividends received 116,846 126,848 5,468 (3,850) Decrease/(increase) in securities purchased under agreements to resell, net 24,102 (292,797) (247,515) The notes on pages 129 to 244 form an integral part of these consolidated financial statements. China Life Insurance Company Limited | Annual Report 2020 | Financial Report 127 (73,552) (3,072) (3,779) 4,912 Proceeds from issue of bonds Dividends paid to non-controlling interests Dividends paid to equity holders of the Company Repayment of borrowings (10,947) Interest paid CASH FLOWS FROM FINANCING ACTIVITIES RMB million RMB million 2019 2020 For the year ended 31 December 2020 Consolidated Statement of Cash Flows (continued) Increase/(decrease) in securities sold under agreements to repurchase, net Decrease/(increase) in term deposits, net Interest received (14,942) 1,432 2,175 (23,389) 57 The engagement partner on the audit resulting in this independent auditor's report is Choi Kam Cheong, Geoffrey. 308,406 133,519 198,640 Equity investments Debt investments Purchases: Disposals of subsidiaries Disposals of property, plant and equipment Disposals of equity investments Maturities of debt investments (593,917) 36,774 72 (7,467) Property, plant and equipment (545,657) (338,306) (504,292) (11,415) Investments in associates and joint ventures 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) For the year ended 31 December 2020 2.1.1 New accounting standards and amendments adopted by the Group for the first time for the financial year beginning on 1 January 2020 (continued) China Life Insurance Company Limited | Annual Report 2020 | Financial Report 129 IFRS 3 Amendments - Definition of a Business In October 2018, the IASB issued amendments to the definition of a business in IFRS 3 Business Combinations. The amendments clarify and provide additional guidance on the definition of a business. The amendments clarify that for an integrated set of activities and assets to be considered a business, it must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. A business can exist without including all of the inputs and processes needed to create outputs. The amendments remove the assessment of whether market participants are capable of acquiring the business and continue to produce outputs. Instead, the focus is on whether acquired inputs and acquired substantive processes together significantly contribute to the ability to create outputs. The amendments have also narrowed the definition of outputs to focus on goods or services provided to customers, investment income or other income from ordinary activities. Furthermore, the amendments provide guidance to assess whether an acquired process is substantive and introduce an optional fair value concentration test to permit a simplified assessment of whether an acquired set of activities and assets is not a business. The Group has applied the amendments prospectively to transactions or other events that occurred on or after 1 January 2020. The amendments did not have any significant impact on the Group's consolidated financial statements. 1 June 2020 IAS 1 and IAS 8 Amendments - 1 January 2020 2.1 Basis of preparation (continued) Notes to the Consolidated Financial Statements (continued) Amendments Definition of Material 1 January 2020 1 January 2020 beginning on or after Effective for annual periods Covid-19-Related Rent Concessions (early adopted) Interest Rate Benchmark Reform Definition of Material Definition of a Business Content IFRS 9, IAS 39 and IFRS 7 IFRS 16 Amendment In October 2018, the IASB issued amendments to IAS 1 Presentation of Financial Statements and IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors to provide a new definition of material. The new definition states that information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements. The amendments clarify that materiality will depend on the nature or magnitude of information, or both. The amendments did not have any significant impact on the Group's consolidated financial statements. For the year ended 31 December 2020 In September 2019, the IASB issued the amendments to IFRS 9 Financial Instruments, IAS 39 Financial Instruments: Recognition and Measurement and IFRS 7 Financial Instruments: Disclosures to respond to the hedge accounting induced in the Interbank Offered Rates (IBOR) reform. The amendments provide temporary reliefs which enable hedge accounting to continue during the period of uncertainty before the replacement of an existing interest rate benchmark. The amendments did not have any significant impact on the Group's consolidated financial statements. In June 2020, the IASB issued the amendments to IFRS 17 which include a deferral of the effective date of IFRS 17 to annual reporting periods beginning on or after 1 January 2023. Insurers qualifying for the deferral of IFRS 9 can apply both IFRS 17 and IFRS 9 for the first time to annual reporting periods beginning on or after 1 January 2023. The Group is currently assessing the impact of the implementation of the standard. China Life Insurance Company Limited | Annual Report 2020 | Financial Report 133 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) In August 2020, the IASB issued IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Amendments Interest Rate Benchmark Reform - Phase 2. The amendments address issues not dealt with in the previous amendments which affect financial reporting when an existing interest rate benchmark is replaced with an alternative benchmark rate. The Phase 2 amendments provide a practical expedient to allow the effective interest rate to be updated without adjusting the carrying amount when accounting for changes in the basis for determining the contractual cash flows of financial assets and liabilities, if the change is a direct consequence of the interest rate benchmark reform and the new basis for determining the contractual cash flows is economically equivalent to the previous basis immediately preceding the change. In addition, the amendments permit changes required by the interest rate benchmark reform to be made to hedge designations and hedge documentation without the hedging relationship being discontinued. Any gains or losses that could arise on transition are dealt with through the normal requirements of IFRS 9 to measure and recognise hedge ineffectiveness. The amendments also provide a temporary relief to entities from having to meet the separately identifiable requirement when thealternative benchmark rate is designated as a risk component. The relief allows an entity, upon designation of the hedge, to assume that the separately identifiable requirement is met, provided the entity reasonably expects the risk component to become separately identifiable within the next 24 months. Furthermore, the amendments require an entity to disclose additional information to enable users of financial statements to understand the effect of interest rate benchmark reform on an entity's financial instruments and risk management strategy. The amendments are effective for annual periods beginning on or after 1 January 2021 and shall be applied retrospectively, but entities are not required to restate the comparative information. • Extensive disclosures to provide information on the recognised amounts from insurance contracts and the nature and extent of risks arising from these contracts. IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Amendments - Interest Rate Benchmark Reform - Phase 2 1 January 2023 No mandatory effective date yet determined but available for adoption IFRS 10 and IAS 28 Amendments Sale or Contribution of Assets between an Investor and its Associate or Joint Venture Insurance Contracts IFRS 17 1 January 2021 beginning on or after The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective. • Insurance services results are presented separately from the insurance finance income or expense; • Amounts that the policyholder will always receive, regardless of whether an insured event happens (non-distinct investment components) are not presented in the statement of comprehensive income, but are recognised directly in the statement of financial position; • The recognition of insurance revenue and insurance service expenses in the statement of comprehensive income based on the concept of services provided during the period; The Group had certain interest-bearing bank borrowings denominated in US dollars and Euros based on the London Interbank Offered Rate ("LIBOR") and the Europe Interbank Offered Rate ("EURIBOR") as at 31 December 2020. If the interest rates of these borrowings are replaced by alternative benchmark rates in a future period, the Group will apply this practical expedient upon the modification of these borrowings when the "economically equivalent" criterion is met and expects that no significant modification gain or loss will arise as a result of applying the amendments to these changes. 132 China Life Insurance Company Limited | Annual Report 2020 | Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.1 Basis of preparation (continued) 2.1.3 New accounting standards and amendments that are not yet effective and have not been early adopted by the Group for the financial year beginning on 1 January 2020 (continued) IFRS 17 - Insurance Contracts In May 2017, the IASB issued IFRS 17 Insurance Contracts, a comprehensive new accounting standard for insurance contracts covering recognition and measurement, presentation and disclosure, which replaces IFRS 4 Insurance Contracts. In contrast to the requirements in IFRS 4, which are largely based on grandfathering previous local accounting policies for measurement purposes, IFRS 17 provides a comprehensive model (the general model) for insurance contracts, supplemented by the variable fee approach for contracts with direct participation features and the premium allocation approach mainly for short-duration which typically applies to certain non-life insurance contracts. The main features of the new accounting model for insurance contracts are as follows: • The fulfilment cash flows including the expected present value of future cash flows and explicit risk adjustment, remeasured every reporting period; • A contractual service margin represents the unearned profitability of the insurance contracts and is recognised in profit or loss over the coverage period; • Certain changes in the expected present value of future cash flows are adjusted against the contractual service margin and thereby recognised in profit or loss over the remaining coverage period; • The effect of changes in discount rates will be reported in either profit or loss or OCI, determined by an accounting policy choice; Effective for annual periods Amendments IFRS 4 and IFRS 16 Interest Rate Benchmark Reform - Phase 2 Effective for annual periods beginning on or after Financial Instruments Content IFRS 9 Standards/Amendments 2.1.2 New accounting standards and amendments that are effective but temporary exemption is applied by the Group for the financial year beginning on 1 January 2020 2.1 Basis of preparation (continued) 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) IAS 1 and IAS 8 Amendments Notes to the Consolidated Financial Statements (continued) 130 China Life Insurance Company Limited | Annual Report 2020 | Financial Report The Group has early adopted the amendment on 1 January 2020. Because the Group was not provided with a significant amount of rent concessions arising as a direct consequence of Covid-19, the amendment did not have any significant impact on the Group's consolidated financial statements. The practical expedient applies only to rent concessions occurring as a direct consequence of Covid-19 and only if all of the following conditions are met: (i) the change in lease payments results in revised consideration for the lease that is substantially the same as, or less than, the consideration for the lease immediately preceding the change; (ii) any reduction in lease payments affects only payments originally due on or before 30 June 2021; (iii) there is no substantive change to other terms and conditions of the lease. The amendment is effective retrospectively for annual periods beginning on or after 1 June 2020 with earlier application permitted. In May 2020, the IASB issued the amendment to IFRS 16 Leases to provide an optional relief to lessees from applying IFRS 16's guidance on lease modification accounting for rent concessions arising as a direct consequence of Covid-19. The amendment does not apply to lessors. IFRS 16 Amendment - Covid-19-Related Rent Concessions (early adopted) 1 January 2018 IFRS 9, IAS 39 and IFRS 7 Amendments - Interest Rate Benchmark Reform IFRS 9 - Financial Instruments Classification and measurement IFRS 9, IAS 39, IFRS 7, Content Standards/Amendments 2.1.3 New accounting standards and amendments that are not yet effective and have not been early adopted by the Group for the financial year beginning on 1 January 2020 2.1 Basis of preparation (continued) 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) For the year ended 31 December 2020 Notes to the Consolidated Financial Statements (continued) China Life Insurance Company Limited | Annual Report 2020 | Financial Report 131 The Group does not apply the hedge accounting currently, so the Group expects that the new hedge accounting model under IFRS 9 will have no impact on the Group's consolidated financial statements. Hedge accounting IFRS 9 replaces the "incurred loss" model with the "expected credit loss" model which is designed to include forward- looking information. The Group is in the process of developing and testing the key models required under IFRS 9 and analysing the impact on the expected loss provision; the Group believed that the provision for debt instruments of the Group under the "expected credit loss" model would be larger than that under the previous "incurred loss" model. Impairment Equity instruments would generally be measured at fair value through profit or loss unless the Group elects to measure at FVOCI for certain equity investments not held for trading. This will result in unrealised gains and losses on equity instruments currently classified as available-for-sale securities being recorded in income going forward. Currently, these unrealised gains and losses are recognised in other comprehensive income ("OCI"). If the Group elects to record equity investments at FVOCI, gains and losses would be recognised in retained earnings when the instruments be disposed, except for the received dividends which do not represent a recovery of part of the investment cost. IFRS 9 requires that the Group classifies debt instruments based on the combined effect of application of business models (hold to collect contractual cash flows, hold to collect contractual cash flows and sell financial assets or other business models) and contractual cash flow characteristics (solely payments of principal and interest on the principal amount outstanding or not). Debt instruments not giving rise to cash flows that are solely payments of principal and interest on the principal amount outstanding would be measured at fair value through profit or loss. Other debt instruments giving rise to cash flows that are solely payments of principal and interest on the principal amount outstanding would be measured at amortised cost, fair value through other comprehensive income ("FVOCI") or fair value through profit or loss, based on their respective business models. The Group analysed the contractual cash flow characteristics of financial assets as at 31 December 2020 and made relevant disclosures in Note 34. In July 2014, the IASB issued the final version of IFRS 9, bringing together all phases of the financial instruments project to replace IAS 39 and all previous versions of IFRS 9. The standard introduces new requirements for classification and measurement, impairment, and hedge accounting. IFRS 9 is effective for annual periods beginning on or after 1 January 2018, with early adoption permitted. Based on the current assessment, the Group expects that the adoption of IFRS 9 will have a significant impact on the Group's consolidated financial statements. The Group has adopted the temporary exemption permitted in Amendments to IFRS 4 Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts ("IFRS 4 Amendments") to apply IAS 39 rather than IFRS 9, until the effective date of IFRS 17. Refer to Note 34 for more details. IFRS 3 Amendments IFRS 10 and IAS 28 Amendments - Sale or Contribution of Assets between an Investor and its Associate or Joint Venture 2.1.1 New accounting standards and amendments adopted by the Group for the first time for the financial year beginning on 1 January 2020 The historical costs of property, plant and equipment comprise its purchase price, including import duties and non- refundable purchase taxes, and any directly attributable costs of bringing the asset to its working condition and location for its intended use. Expenditure incurred after terms of property, plant and equipment have been put into operation, such as repairs and maintenance, is normally charged to the statement of comprehensive income in the period in which it is incurred. In situations where the recognition criteria are satisfied, the expenditure for a major inspection is capitalised in the carrying amount of the assets as a replacement. Where significant parts of property, plant and equipment are required to be replaced at intervals, the Group recognises such parts as individual assets with specific useful lives and depreciates them accordingly. Property, plant and equipment, are stated at historical costs less accumulated depreciation and any accumulated impairment losses, except for those acquired prior to 30 June 2003, which are stated at deemed cost less accumulated depreciation and any accumulated impairment losses. 2.6 Property, plant and equipment The Company's functional currency is RMB. Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. The reporting currency of the consolidated financial statements of the Group is RMB. Transactions in foreign currencies are translated at the exchange rates ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rates ruling at the end of the reporting period. Exchange differences arising in these cases are recognised in net profit. 2.5 Foreign currency translation Standards/Amendments 2.4 Segment reporting The investments in associates and joint ventures are stated at cost less impairment in the Company's statement of financial position. The results of associates and joint ventures are accounted for by the Company on the basis of dividends received and receivable. The Group determines at each reporting date whether there is any objective evidence that the investments in associates and joint ventures are impaired. If this is the case, an impairment loss is recognised for the amount by which the investment's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of the investment's fair value less costs of disposal and value in use. The impairment of investments in the associates and joint ventures is reviewed for possible reversal at each reporting date. 2.3 Associates and joint ventures (continued) 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) For the year ended 31 December 2020 Notes to the Consolidated Financial Statements (continued) 136 China Life Insurance Company Limited | Annual Report 2020 | Financial Report Goodwill represents the excess of the cost of an acquisition over the fair value of the Group's share of the net identifiable assets of acquired associates or joint ventures at the date of acquisition. Goodwill on acquisitions of associates and joint ventures is included in investments in associates and joint ventures and is tested for impairment as part of the overall balance. Impairment losses on goodwill are not reversed. Gains or losses on the disposal of an entity take into consideration the carrying amount of goodwill relating to the entity sold. Unrealised gains on transactions between the Group and its associates or joint ventures are eliminated to the extent of the Group's interests in the associates or joint ventures. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Associates and joint ventures' accounting policies have been changed where necessary to ensure consistency with the policies adopted by the Group. The Group's share of post-acquisition profit or loss of its associates and joint ventures is recognised in net profit, and its share of post-acquisition movements in OCI is recognised in the consolidated statement of comprehensive income. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Group's share of losses in an associate or joint venture equals or exceeds its interest in the associate or joint venture, including any other unsecured receivables, the Group does not recognise further losses unless it has obligations to make payments on behalf of the associate or joint venture. Investments in associates and joint ventures are accounted for using the equity method of accounting and are initially. recognised at cost. Joint ventures are the type of joint arrangements whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control. Associates are entities over which the Group has significant influence, generally accompanying a shareholding of between 20% and 50% of the voting rights of the investee. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but is not control or joint control over those policies. 2.3 Associates and joint ventures China Life Insurance Company Limited | Annual Report 2020 | Financial Report 137 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 138 China Life Insurance Company Limited | Annual Report 2020 | Financial Report At the commencement date of the lease, the Group recognises right-of-use assets representing the right to use the leased assets, including buildings and land use rights, etc. The Group measures the lease liability at the present value of the lease payments that are not paid at that date, except for short-term leases and leases of low-value assets. In calculating the present value of the lease payments, the lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, the Group uses its own incremental borrowing rate. Initial measurement As a lessee At inception of a contract, the Group assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset for a period of a time, the Group assesses whether, throughout the period of use, the lessee has the right to obtain substantially all of the economic benefits from use of the identified asset and the right to direct the use of the identified asset. 2.7 Leases The gain or loss on disposal of an item of property, plant and equipment is the difference between the net sales proceeds and the carrying amount of the relevant asset, and is recognised in net profit. Property, plant and equipment are reviewed for impairment losses whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised in net profit for the amount by which the carrying amount of the asset exceeds its recoverable amount, which is the higher of an asset's net selling price and value in use. Impairment and gains or losses on disposals Assets under construction mainly represent buildings under construction, which are stated at cost less any impairment losses and are not depreciated, except for those acquired prior to 30 June 2003, which are stated at deemed cost less any accumulated impairment losses. Cost comprises the direct costs of construction and capitalised borrowing costs on related borrowed funds during the period of construction. Assets under construction are reclassified to the appropriate category of property, plant and equipment, investment properties or other assets when completed and ready for use. If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in OCI is reclassified to profit or loss as appropriate. The residual values, depreciation method and useful lives are reviewed periodically to ensure that the method and period of depreciation are consistent with the expected pattern of economic benefits from items of property, plant and equipment. 3 to 11 years 4 to 8 years 15 to 35 years Estimated useful lives Leasehold improvements Motor vehicles Office equipment, furniture and fixtures Buildings Depreciation is computed on a straight-line basis to write down the cost of each asset to its residual value over its estimated useful lives as follows: Depreciation 2.6 Property, plant and equipment (continued) Over the shorter of the remaining term of the lease and the useful lives When the Group ceases to have control or significant influence, any retained interest in the entity is re-measured to its fair value, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in OCI in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in OCI are reclassified to profit or loss. The Group's operating segments are presented in a manner consistent with the internal management reporting provided to the operating decision maker - president office for deciding how to allocate resources and for assessing performance. Operating segment refers to the segment within the Group that satisfies the following conditions: (i) the segment generates income and incurs costs from daily operating activities; (ii) management evaluates the operating results of the segment to make resource allocation decision and to evaluate the business performance; and (iii) the Group can obtain relevant financial information of the segment, including financial condition, operating results, cash flows and other financial performance indicators. Transactions with non-controlling interests rights arising from other contractual arrangements; and • the contractual arrangement with the other vote holders of the investee; When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including: ⚫ the ability to use its power over the investee to affect its returns. • exposure, or rights, to variable returns from its involvement with the investee; and • power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee); The consolidated financial statements include the financial statements of the Company and its subsidiaries for the year ended 31 December 2020. Subsidiaries are those entities which are controlled by the Group (including the structured entities controlled by the Group). Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has: 2.2 Consolidation Amendments to IFRS 10 and IAS 28 address an inconsistency between the requirements in IFRS 10 and IAS 28 in dealing with the sale or contribution of assets between an investor and its associate or joint venture. The amendments require a full recognition of a gain or loss when the sale or contribution of assets between an investor and its associate or joint venture constitutes a business. For a transaction involving assets that do not constitute a business, a gain or loss resulting from the transaction is recognised in the investor's profit or loss only to the extent of the unrelated investor's interest in that associate or joint venture. The IASB has deferred the effective date of these amendments indefinitely, but an entity that early adopts the amendments must apply them prospectively. The Group will apply these amendments when they become effective. 2.1.3 New accounting standards and amendments that are not yet effective and have not been early adopted by the Group for the financial year beginning on 1 January 2020 (continued) 2.1 Basis of preparation (continued) Notes to the Consolidated Financial Statements 1 ORGANISATION AND PRINCIPAL ACTIVITIES For the year ended 31 December 2020 China Life Insurance Company Limited (the "Company") was established in the People's Republic of China ("China" or the "PRC") on 30 June 2003 as a joint stock company with limited liability as part of a group restructuring of China Life Insurance (Group) Company ("CLIC", formerly China Life Insurance Company) and its subsidiaries (the "Restructuring"). The Company and its subsidiaries are hereinafter collectively referred to as the "Group". The Group's principal activities are the writing of life, health, accident and other types of personal insurance business; reinsurance business for personal insurance business; fund management business permitted by national laws and regulations or approved by the State Council of the People's Republic of China, etc. The Group treats transactions with non-controlling interests that do not result in loss of controls as equity transactions. For shares purchased from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposal of shares to non-controlling interests are also recorded in equity. These consolidated financial statements are presented in millions of Renminbi ("RMB million") unless otherwise stated. These consolidated financial statements have been approved and authorised for issue by the Board of Directors on 25 March 2021. 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. 2.1 Basis of preparation The Group has prepared these consolidated financial statements in accordance with International Financial Reporting Standards ("IFRSS"), amendments to IFRSs and interpretations issued by the International Accounting Standards Board ("IASB"). These consolidated financial statements also comply with the applicable disclosure provisions of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the applicable disclosure requirements of the Hong Kong Companies Ordinance. The Group has prepared the consolidated financial statements under the historical cost convention, except for financial assets and liabilities at fair value through profit or loss, available-for-sale securities, insurance contract liabilities and certain property, plant and equipment at deemed cost as part of the Restructuring process. The preparation of financial statements in compliance with IFRSS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 3. ⚫ the Group's voting rights and potential voting rights. The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. The Company is a joint stock company incorporated in the PRC with limited liability. The address of its registered office is 16 Financial Street, Xicheng District, Beijing, the PRC. The Company is listed on the New York Stock Exchange, the Stock Exchange of Hong Kong Limited, and the Shanghai Stock Exchange. 134 China Life Insurance Company Limited | Annual Report 2020 | Financial Report Profit or loss and each component of OCI are attributed to the equity holders of the Company and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group's accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full upon consolidation. 2.2 Consolidation (continued) 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) For the year ended 31 December 2020 China Life Insurance Company Limited | Annual Report 2020 | Financial Report 135 The investments in subsidiaries are accounted for only in the Company's statement of financial position at cost less impairment. Cost is adjusted to reflect changes in consideration arising from contingent consideration amendments. Cost also includes direct attributable costs of investment. The results of subsidiaries are accounted for by the Company on the basis of dividends received and receivable. The excess of the aggregate of the consideration transferred, the fair value of any non-controlling interest in the acquiree, and the fair value of any previous equity interest in the acquiree at the acquisition date over the fair value of the net identifiable assets acquired and liabilities assumed is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed, and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the re-assessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in profit or loss. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. If there is any indication that goodwill is impaired, recoverable amount is estimated and the difference between carrying amount and recoverable amount is recognised as an impairment charge. Impairment losses on goodwill are not reversed in subsequent periods. Gains or losses on the disposal of an entity take into consideration the carrying amount of goodwill relating to the entity sold. The Group uses the acquisition method of accounting to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred and the equity interest issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets acquired, and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest's proportionate share of the acquiree's net assets. ⚫ reclassifies the Group's share of components previously recognised in OCI to profit or loss or retained earnings, as appropriate, as if the Group had directly disposed of the related assets or liabilities. • recognises any surplus or deficit in profit or loss; and • recognises the fair value of any investment retained; Notes to the Consolidated Financial Statements (continued) 2.2 Consolidation (continued) • recognises the fair value of the consideration received; For the year ended 31 December 2020 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it: Notes to the Consolidated Financial Statements (continued) . derecognises the carrying amount of any non-controlling interests; • derecognises the cumulative translation differences recorded in equity; • derecognises the assets (including goodwill) and liabilities of the subsidiary; 2.8 Investment properties The useful lives and depreciation method are reviewed periodically to ensure that the method and period of depreciation are consistent with the expected pattern of economic benefits from the individual investment properties. 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Investment properties are interests in land use rights and buildings that are held to earn rental income and/or for capital appreciation, rather than for the supply of services or for administrative purposes. Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and any impairment loss. Depreciation is computed on the straight-line basis over the estimated useful lives. The estimated useful lives of investment properties are 15 to 35 years. Overseas investment properties, that are held by the Group in the form of property ownership, equity investment, or other forms, have expected useful lives not longer than 50 years, determined based on the usage in their locations. Held-to-maturity securities are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Group has the positive intention and ability to hold to maturity and do not meet the definition of loans and receivables nor designated as available-for-sale securities or securities at fair value through profit or loss. (i) Securities at fair value through profit or loss 2.9 Financial assets 2.9.a Classification The Group classifies its financial assets into the following categories: securities at fair value through profit or loss, held- to-maturity securities, loans and receivables and available-for-sale securities. Management determines the classification of its financial assets at initial recognition which depends on the purpose for which the assets are acquired. The Group's investments in securities fall into the following four categories: This category has two sub-categories: securities held for trading and those designated as at fair value through profit or loss at inception. Securities are classified as held for trading at inception if acquired principally for the purpose of selling in the short-term or if they form part of a portfolio of financial assets in which there is evidence of taking short-term profit. The Group may classify other financial assets as at fair value through profit or loss if they meet the criteria in IAS 39 and designated as such at inception. (ii) Held-to-maturity securities For the year ended 31 December 2020 (iii) Loans and receivables An investment property is derecognised when either it has been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gains or losses on the retirement or disposal of an investment property are recognised in the statement of comprehensive income in the year of retirement or disposal. A transfer to, or from, an investment property is made when, and only when, there is evidence of a change in use. Notes to the Consolidated Financial Statements (continued) The lease term is the non-cancellable period of a lease when the Group has the right to use lease assets. When the Group has an option to extend a lease and is reasonably certain to exercise that option to extend a lease, the lease term also comprises the periods covered by the option to extend the lease. When the Group has an option to terminate the lease and is reasonably certain not to exercise that option, the lease term also comprises the periods covered by the option to terminate the lease. The Group reassesses whether it is reasonably certain to exercise an extension option, to exercise a purchase option or not to exercise a termination option, upon the occurrence of either a significant event or a significant change in circumstances that are within the control of the Group and affects whether the Group is reasonably certain to exercise the commensurate options. At the commencement date of the lease, leases in which the Group does not transfer substantially all the risks and rewards incidental to ownership of an asset are classified as operating leases. Rental income arising is accounted for on a straight-line basis over the lease terms and is included in revenue in the statement of profit or loss. (ii) Long-term insurance contracts Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market other than those that the Group intends to sell in the short-term or held as available-for-sale. Loans and receivables mainly comprise term deposits, loans, securities purchased under agreements to resell, accrued investment income and premium receivables as presented separately in the statement of financial position. Reserves for claims and claim adjustment expenses consist of the reserves for reported and unreported claims and reserves for claims expenses with respect to insured events. In developing these reserves, the Group considers the nature and distribution of the risks, claims cost development, and experiences in deriving the reasonable estimated amount and the applicable margins. The methods used for reported and unreported claims include the case-by-case estimation method, average cost per claim method, chain ladder method, etc. The Group calculates the reserves for claims expenses based on the reasonable estimates of the future payments for claims expenses. Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.7 Leases (continued) As a lessee (continued) Initial measurement (continued) Subsequent measurement The Group applies the straight-line method in depreciating the right-of-use assets. If it is reasonably certain that ownership of a leased asset transfers to the Group at the end of the lease term, the leased asset is depreciated under the remaining useful life of the asset. If it cannot be reasonably determined that ownership of a leased asset transfers to the Group at the end of the lease term, the Group depreciates the right-of-use asset from the commencement date to the earlier of the end of the lease term or the end of the useful life of the right-of-use asset. The Group uses a constant periodic rate of interest to calculate interest on the lease liability in each period during the lease term and recognises the interest in profit or loss. Variable lease payments not included in the measurement of the lease liability are recognised in profit or loss in the period in which the event or condition that triggers the payment occurs. After the commencement date of a lease, when there is a change in in-substance fixed payments, a change in the amounts expected to be payable under a residual value guarantee, a change in future lease payments resulting from a change in an index or a rate used to determine those payments, a change in the assessment or actual exercise situation of a purchase option, an extension option or a termination option, the Group uses the changed present value of lease payments to remeasure the lease liability and adjust the carrying amount of right-of-use asset accordingly. If the carrying amount of the right-of-use asset is reduced to zero and there is a further reduction in the measurement of the lease liability, the Group recognises any remaining amount of the remeasurement in profit or loss. The Group assesses whether there is any indication that a right-of-use asset may be impaired at the end of reporting period. If any such indication exists, the Group performs the impairment test. An impairment loss is recognised in net profit for the amount by which the carrying amount of the right-of-use asset exceeds its recoverable amount, which is the higher of the right-of-use asset's net selling price and value in use. Covid-19-Related Rent Concessions The Group partly adopts the simplified method for rental concessions arising as a direct consequence of Covid-19 reached by the Group and the lessor on the existing lease contracts of buildings. The Group treats the rent concessions as variable lease payments. When a concession agreement is reached to relieve the original rent payment obligation, the undiscounted cash amount will be used to offset the cost of the related asset or expense, and adjust the related liability. As a lessor China Life Insurance Company Limited | Annual Report 2020 | Financial Report 139 (iv) Available-for-sale securities ⚫ the market price of the equity securities was more than 20% below their cost for a period of at least six months at the reporting date; and 140 China Life Insurance Company Limited | Annual Report 2020 | Financial Report Financial liabilities at fair value through profit or loss are the portions owned by the external investors in the consolidated structured entities (open-ended funds). Such financial liabilities are designated at fair value upon initial recognition, and all realised or unrealised gains or losses are recognised in net profit. 2.14 Securities sold under agreements to repurchase The Group retains substantially all the risk and rewards of ownership of securities sold under agreements to repurchase which generally mature within 180 days from the transaction date. Therefore, securities sold under agreements to repurchase are classified as secured borrowings. The Group may be required to provide additional collateral based on the fair value of the underlying securities. Securities sold under agreements to repurchase are recorded at amortised cost, i.e., their cost plus accrued interest at the end of the reporting period. It is the Group's policy to maintain effective control over securities sold under agreements to repurchase which includes maintaining physical possession of the securities. Accordingly, such securities continue to be carried on the consolidated statement of financial position. 2.15 Bonds payable Bonds payable are initially recognised at fair value and subsequently measured at amortised cost using the effective interest rate method. Amortised cost is calculated by taking into account any discount or premium at acquisition and transaction costs. 2.16 Derivative instruments Derivatives are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at their fair value. The resulting gain or loss of derivative financial instruments is recognised in net profit. All derivatives are carried as assets when fair value is positive and as liabilities when fair value is negative. Embedded derivatives that are not closely related to their host contracts and meet the definition of a derivative are separated and fair valued through profit or loss. The Group does not separately measure embedded derivatives that meet the definition of an insurance contract or embedded derivatives that are closely related to host insurance contracts including embedded options to surrender insurance contracts for a fixed amount (or an amount based on a fixed amount and an interest rate). 2.17 Employee benefits Pension benefits Full-time employees of the Group are covered by various government-sponsored pension plans under which the employees are entitled to a monthly pension based on certain formulae. These government agencies are responsible for the pension liability to these employees upon retirement. The Group contributes on a monthly basis to these pension plans. In addition to the government-sponsored pension plans, the Group established an employee annuity fund pursuant to the relevant laws and regulations in the PRC, whereby the Group is required to contribute to the schemes at fixed rates of the employees' salary costs. Contributions to these plans are expensed as incurred. Under these plans, the Group has no legal or constructive obligation for retirement benefit beyond the contributions made. Housing benefits All full-time employees of the Group are entitled to participate in various government-sponsored housing funds. The Group contributes on a monthly basis to these funds based on certain percentages of the salaries of the employees. The Group's liability in respect of these funds is limited to the contributions payable in each year. Stock appreciation rights Compensation under the stock appreciation rights is measured based on the fair value of the liabilities incurred and is expensed over the vesting period. Valuation techniques including option pricing models are used to estimate fair value of relevant liabilities. The liability is re-measured at the end of each reporting period to its fair value until settlement. Fair value changes in the vesting period are included in administrative expenses and changes after the vesting period are included in net fair value gains through profit or loss in net profit. The related liability is included in other liabilities. 2.13 Financial liabilities at fair value through profit or loss 146 China Life Insurance Company Limited | Annual Report 2020 | Financial Report 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Notes to the Consolidated Financial Statements (continued) 2.12 Insurance contracts and investment contracts (continued) 2.12.2 Insurance contracts (continued) 2.12.2.b Liability adequacy test The Group assesses the adequacy of insurance contract reserves using the current estimate of future cash flows with available information at the end of each reporting period. If that assessment shows that the carrying amount of its insurance liabilities (less related intangible assets, if applicable) is inadequate in light of the estimated future cash flows, the insurance contract reserves will be adjusted accordingly, and any changes of the insurance contract liabilities will be recognised in net profit. 2.12.2.c Reinsurance contracts held Contracts with reinsurers under which the Group is compensated for losses on one or more contracts issued by the Group and that meet the classification requirements for insurance contracts are classified as reinsurance contracts held. Contracts with reinsurers that do not meet these classification requirements are classified as financial assets. Insurance contracts entered into by the Group under which the contract holder is another insurer (inwards reinsurance) are included with insurance contracts. The benefits to which the Group is entitled under its reinsurance contracts held are recognised as reinsurance assets. Amounts recoverable from or due to reinsurers are measured consistently with the amounts associated with the reinsured insurance contracts and in accordance with the terms of each reinsurance contract. Reinsurance liabilities are primarily premiums payable for reinsurance contracts and are recognised as expenses when due. The Group assesses its reinsurance assets for impairment as at the end of reporting period. If there is objective evidence that the reinsurance asset is impaired, the Group reduces the carrying amount of the reinsurance asset to its recoverable amount and recognises that impairment loss in net profit. 2.12.3 Investment contracts For investment contracts with or without DPF, the Company's policy fee income mainly consists of acquisition cost and various fees (handling fees and management fees, etc.) over the period of which the service is provided. Policy fee income net of certain acquisition cost is amortised over the expected life of the contracts by period and recognised in revenue. Except for unit-linked contracts, of which the liabilities are carried at fair value, the liabilities of investment contracts are carried at amortised cost. 2.12.4 DPF in long-term insurance contracts and investment contracts DPF is contained in certain long-term insurance contracts and investment contracts. These contracts are collectively called participating contracts. The Group is obligated to pay to the policyholders of participating contracts as a group at the higher of 70% of accumulated surplus available and the rate specified in the contracts. The accumulated surplus available mainly arises from net investment income and gains and losses arising from the assets supporting these contracts. To the extent unrealised gains or losses from available-for-sale securities are attributable to policyholders, shadow adjustments are recognised in OCI. The surplus owed to policyholders is recognised as policyholder dividend payable whether it is declared or not. The amount and timing of distribution to individual policyholders of participating contracts are subject to future declarations by the Group. China Life Insurance Company Limited | Annual Report 2020 | Financial Report 145 For the year ended 31 December 2020 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) For the year ended 31 December 2020 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.22 Current and deferred income taxation (continued) Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Substantively enacted tax rates are used in the determination of deferred income tax. Deferred income tax is provided on temporary differences arising on investments in subsidiaries, associates and joint ventures except where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not be reversed in the foreseeable future. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Conversely, previously unrecognised deferred tax assets are reassessed by the end of each reporting period and are recognised to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the end of the reporting period. Deferred tax assets and deferred tax liabilities are offset if and only if the Group has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income tax levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered. 2.23 Provisions and contingencies Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognised for future operating losses. A contingent liability is a possible obligation that arises from past events and whose existence will only be confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group. It can also be a present obligation arising from past events that is not recognised because it is not probable that outflow of economic resources will be required, or the amount of obligation cannot be measured reliably. A contingent liability is not recognised in the consolidated statement of financial position but is disclosed in the notes to the consolidated financial statements. When a change in the probability of an outflow occurs so that such outflow is probable and can be reliably measured, it will then be recognised as a provision. 2.24 Dividend distribution Dividend distribution to the Company's equity holders is recognised as a liability in the Group's consolidated financial statements in the year in which the dividends are approved by the Company's equity holders. 148 China Life Insurance Company Limited | Annual Report 2020 | Financial Report Notes to the Consolidated Financial Statements (continued) China Life Insurance Company Limited | Annual Report 2020 | Financial Report 147 Current income tax assets and liabilities for the current period are calculated on the basis of the tax laws enacted or substantively enacted at the end of each reporting period in the jurisdictions where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken with respect to situations in which applicable tax regulations are subject to interpretation. Income tax expense for the period comprises current and deferred tax. Income tax is recognised in net profit, except to the extent that it relates to items recognised directly in OCI where the income tax is recognised in OCI. 2.18 Share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of equity instruments are shown in equity as a deduction, net of tax, from the proceeds. 2.19 Other equity instruments Other equity instruments are Core Tier 2 Capital Securities issued by the Group. These securities contain no contractual obligation to deliver cash or another financial asset; or to exchange financial assets or financial liabilities with another entity under conditions that are potentially unfavourable to the Group; or to be settled in the Group's own equity instruments. Therefore, the Group classifies these securities as other equity instruments. Fees, commissions and other transaction costs of these securities' issuance are deducted from equity. The distributions of the securities are recognised as profit distribution at the time of declaration. 2.20 Revenue recognition Turnover of the Group represents the total revenues which include the following: Premiums 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Premiums from long-term insurance contracts are recognised as revenue when due from the policyholders. Available-for-sale securities are non-derivative financial assets that are either designated in this category or not classified in any of the other categories. The policy fee income for investment contracts mainly consists of acquisition costs and various fees (handling fees and management fees, etc.) over the period of which the service is provided. Policy fee income net of certain acquisition costs is amortised over the expected life of the contracts and recognised as other income. Investment income Investment income comprises interest income from term deposits, cash and cash equivalents, debt securities, securities purchased under agreements to resell, loans and dividend income from equity securities. Interest income is recorded on an accrual basis using the effective interest rate method. Dividend income is recognised when the right to receive dividend payment is established. 2.21 Finance costs Interest expenses for bonds payable, securities sold under agreements to repurchase, interest-bearing loans, borrowings and lease liabilities are recognised within finance costs in net profit using the effective interest rate method. 2.22 Current and deferred income taxation Premiums from the sale of short duration accident and health insurance products are recorded when written and are accreted to earnings on a pro-rata basis over the term of the related policy coverage. For the year ended 31 December 2020 Policy fee income 144 China Life Insurance Company Limited | Annual Report 2020 | Financial Report For the year ended 31 December 2020 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.9 Financial assets (continued) 2.9.c Impairment of financial assets other than securities at fair value through profit or loss (continued) In evaluating whether a decline in value is impairment for equity securities, the Group also considers the extent or the duration of the decline. The quantitative factors include the following: ⚫ the market price of the equity securities was more than 50% below their cost at the reporting date; • the market price of the equity securities was below their cost for a period of more than one year (including one year) at the reporting date. When the decline in value is considered impairment, held-to-maturity debt securities are written down to their present value of estimated future cash flows discounted at the securities' effective interest rates, available-for-sale debt securities and equity securities are written down to their fair value, and the change is recorded in net realised gains on financial assets in the period the impairment is recognised. The impairment loss is reversed through net profit if in a subsequent period the fair value of a debt security increases and the increase can be objectively related to an event occurring after the impairment loss was recognised through net profit. The impairment losses recognised in net profit on equity instruments are not reversed through net profit. 2.10 Fair value measurement The Group measures financial instruments, such as securities at fair value through profit or loss and available-for-sale securities, at fair value at each reporting date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement of assets and liabilities is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: ⚫ in the principal market for the asset or liability, or in the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible by the Group at the measurement date. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. Notes to the Consolidated Financial Statements (continued) All assets and liabilities for which fair value is measured or disclosed in the consolidated financial statements are categorised within the fair value hierarchy, described in Notes 4.4, 8, 11 and 42(c) based on the lowest level input that is significant to the fair value measurement as a whole. China Life Insurance Company Limited | Annual Report 2020 | Financial Report 141 ⚫ it becomes probable that the issuer or debtor will enter into bankruptcy or other financial reorganisation; and Notes to the Consolidated Financial Statements (continued) Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.9 Financial assets (continued) 2.9.b Recognition and measurement Purchase and sale of investments are recognised on the trade date, when the Group commits to purchase or sell assets. Investments are initially recognised at fair value plus, in the case of all financial assets not carried at fair value through profit or loss, transaction costs that are directly attributable to their acquisition. Investments are derecognised when the rights to receive cash flows from the investments have expired or when they have been transferred and the Group has also transferred substantially all risks and rewards of ownership. Securities at fair value through profit or loss and available-for-sale securities are carried at fair value. Equity investments that do not have a quoted price in an active market and whose fair value cannot be reliably measured are carried at cost, net of allowance for impairments. Held-to-maturity securities are carried at amortised cost using the effective interest method. Investment gains and losses on sales of securities are determined principally by specific identification. Realised and unrealised gains and losses arising from changes in the fair value of the securities at fair value through profit or loss category, and the change of fair value of available-for-sale debt securities due to foreign exchange impact on the amortised cost are included in net profit in the period in which they arise. The remaining unrealised gains and losses arising from changes in the fair value of available-for-sale securities are recognised in OCI. When securities classified as available-for-sale securities are sold or impaired, the accumulated fair value adjustments are included in net profit as realised gains on financial assets. Term deposits primarily represent traditional bank deposits which have fixed maturity dates and are stated at amortised cost. Loans are carried at amortised cost, net of allowance for impairment. The Group purchases securities under agreements to resell substantially identical securities. These agreements are classified as secured loans and are recorded at amortised cost, i.e., their costs plus accrued interests at the end of the reporting period, which approximates fair value. The amounts advanced under these agreements are reflected as assets in the consolidated statement of financial position. The Group does not take physical possession of securities purchased under agreements to resell. Sale or transfer of the securities is not permitted by the respective clearing house on which they are registered while the lent capital is outstanding. In the event of default by the counterparty, the Group has the right to the underlying securities held by the clearing house. 2.9.c Impairment of financial assets other than securities at fair value through profit or loss Financial assets other than those accounted for as at fair value through profit or loss are adjusted for impairment, where there are declines in value that are considered to be impairment. In evaluating whether a decline in value is an impairment for these financial assets, the Group considers several factors including, but not limited to, the following: significant financial difficulty of the issuer or debtor; • a breach of contract, such as a default or delinquency in payments; • the disappearance of an active market for that financial asset because of financial difficulties. For assets and liabilities that are measured at fair value on a recurring basis, the Group determines whether transfers have occurred between each level in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. • Notes to the Consolidated Financial Statements (continued) (a) The reasonable estimate of liability for long-term insurance contracts is the present value of reasonable estimates of future cash outflows less future cash inflows. The expected future cash inflows include cash inflows of future premiums arising from the undertaking of insurance obligations, with consideration of decrement mostly from death and surrenders. The expected future cash outflows are cash outflows incurred to fulfil contractual obligations, consisting of the following: guaranteed benefits based on contractual terms, including payments for deaths, disabilities, diseases, survivals, maturities and surrenders; The unearned premium reserve represents the portion of the premiums written net of certain acquisition costs relating to the unexpired terms of coverage. Premiums from the sale of short duration accident and health insurance products are recorded when written and are accreted to earnings on a pro-rata basis over the term of the related policy coverage. Reserves for short duration insurance products consist of unearned premium reserve and expected claims and claim adjustment expenses reserve. Actual claims and claim adjustment expenses are charged to net profit as incurred. (i) Short-term insurance contracts • additional non-guaranteed benefits, such as policyholder dividends; and • reasonable expenses incurred to manage insurance contracts or to process claims, including maintenance expenses and claim settlement expenses. Future administration expenses are included in the maintenance expenses. Expenses are determined based on expense analysis with consideration of future inflation and the Group's expense management control. (ii) Long-term insurance contracts (continued) On each reporting date, the Group reviews the assumptions for reasonable estimates of liability and risk margins, with consideration of all available information, taking into account the Group's historical experience and expectation of future events. Changes in assumptions are recognised in net profit. Assumptions for the amortisation of residual margin are locked in at policy issuance and are not adjusted at each reporting date. (c) The Group has considered the impact of time value on the reserve calculation for insurance contracts. (iii) Universal life contracts and unit-linked contracts Universal life contracts and unit-linked contracts are unbundled into the following components: • insurance components • non-insurance components 142 China Life Insurance Company Limited | Annual Report 2020 | Financial Report The insurance components are accounted for as insurance contracts; and the non-insurance components are accounted for as investment contracts (Note 2.12.3), which are stated in the investment contract liabilities. Margin comprises risk margin and residual margin. Risk margin is the reserve accrued to compensate for the uncertain amount and timing of future cash flows. At the inception of the contract, the residual margin is calculated net of certain acquisition costs, mainly consist of underwriting and policy acquisition costs, by the Group representing Day gain and will be amortised over the life of the contracts. For insurance contracts of which future returns are affected by investment yields of corresponding investment portfolios, their related residual margins are amortised based on estimated future participating dividends payable to policyholders. For insurance contracts of which future returns are not affected by investment yields of corresponding investment portfolios, their related residual margins are amortised based on sum assured of outstanding policies. The subsequent measurement of the residual margin is independent from the reasonable estimate of future discounted cash flows and risk margin. The assumption changes have no effect on the subsequent measurement of the residual margin. 2.12.2.a Recognition and measurement (continued) (b) Margin has been taken into consideration while computing the reserve of insurance contracts, measured separately and recognised in net profit in each period over the life of the contracts. At the inception of the contracts, the Group does not recognise Day 1 gain, whereas on the other hand, Day 1 loss is recognised in net profit immediately. 2.12 Insurance contracts and investment contracts (continued) For the year ended 31 December 2020 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 2.12.2 Insurance contracts (continued) 2.11 Cash and cash equivalents Cash amounts represent cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments with original maturities of 90 days or less, whose carrying value approximates fair value. 2.12 Insurance contracts and investment contracts The Group issues contracts that transfer insurance risk or financial risk or both. The contracts issued by the Group are classified as insurance contracts and investment contracts. Insurance contracts are those contracts that transfer significant insurance risk. They may also transfer financial risk. Investment contracts are those contracts that transfer financial risk without significant insurance risk. A number of insurance and investment contracts contain a discretionary participating feature ("DPF"). This feature entitles the policyholders to receive additional benefits or bonuses that are, at least in part, at the discretion of the Group. 2.12.2 Insurance contracts 2.12.1 Classification Long-term insurance contracts include whole life insurance, term life insurance, endowment insurance and annuity policies with significant life contingency risk. Premiums are recognised as revenue when due from policyholders. The Group uses the discounted cash flow method to estimate the reserve of long-term insurance contracts. The reserve of long-term insurance contracts consists of a reasonable estimate of liability, a risk margin and a residual margin. The long-term insurance contract liabilities are calculated using various assumptions, including assumptions on mortality rates, morbidity rates, lapse rates, discount rates, and expense assumptions, and based on the following principles: 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) For the year ended 31 December 2020 China Life Insurance Company Limited | Annual Report 2020 | Financial Report 143 2.12.2.a Recognition and measurement Notes to the Consolidated Financial Statements (continued) 4.2 Financial risk (continued) HK dollar US dollar (iii) Currency risk (continued) 4.2.1 Market risk (continued) For the year ended 31 December 2020 4 RISK MANAGEMENT (continued) GB pound As at 31 December 2019 EUR 95,428 Total Financial assets Equity securities - Available-for-sale securities 11,086 106,514 - Securities at fair value through profit or loss 4,549 Notes to the Consolidated Financial Statements (continued) 871 660 Others China Life Insurance Company Limited | Annual Report 2020 | Financial Report 157 109,975 19,556 1,297 2,166 358 140 7 2,400 Total 28,228 729 1,370 19,556 864 Financial liabilities Interest-bearing loans and other borrowings 11,940 Total 11,940 2,444 5,172 2,444 5,172 141,166 1,292 136,699 Debt securities 3 2,715 Total 35,318 96,564 1,312 2,201 1,304 Financial liabilities Interest-bearing loans and 20 other borrowings 12,892 12,892 2,515 4,638 2,515 4,638 20,045 20,045 As at 31 December 2020, if RMB had strengthened or weakened by 10% against US dollar, HK dollar, GB pound, EUR and other foreign currencies, with all other variables held constant, pre-tax profit for the year would have been RMB339 million (as at 31 December 2019: RMB1,013 million) lower or higher, respectively, mainly as a result of foreign exchange losses or gains on translation of US dollar, HK dollar, GB pound, EUR and other foreign currencies denominated financial assets and financial liabilities other than the available-for-sale equity securities included in the table above. Pre-tax available-for- sale reserve in equity would have been RMB11,593 million (as at 31 December 2019: RMB10,423 million) lower or higher, respectively, as a result of foreign exchange losses or gains on translation of the available-for-sale equity securities at fair value. The actual exchange gains in 2020 were RMB119 million (2019: exchange losses of RMB67 million). 158 China Life Insurance Company Limited | Annual Report 2020 | Financial Report 598 Total 9,538 406 1,842 - Held-to-maturity securities 218 218 - Loans 1,592 1,592 - Available-for-sale securities 7,557 7,557 · Securities at fair value through 444 profit or loss 35 15 9 507 Term deposits 8,026 32 - 8,058 Cash and cash equivalents 448 Cash and cash equivalents 2020 - For the year ended 31 December 2020 Notes to the Consolidated Financial Statements (continued) 150 China Life Insurance Company Limited | Annual Report 2020 | Financial Report The Group is subject to income tax in numerous jurisdictions. During the normal course of business, certain transactions and activities for which the ultimate tax determination is uncertain, the Group needs to exercise significant judgement when determining the income tax. If the final settlement results of the tax matters are different from the amounts recorded, these differences will impact the final income tax expense and deferred tax for the period. 3.4 Income tax The Group assesses whether there are any indicators of impairment for investments in associates and joint ventures at the end of each reporting period. Investments in associates and joint ventures are tested for impairment when there are indicators that the carrying amounts may not be recoverable. An impairment exists when the carrying value of investments in associates and joint ventures exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The calculation of the fair value less costs of disposal is based on available data from binding sales transactions in an arm's length transaction of similar assets or observable market prices less incremental costs for disposing of investments in associates and joint ventures. When value in use calculations are undertaken, the Group must estimate the expected future cash flows from investments in associates and joint ventures and choose a suitable discount rate in order to calculate the present value of those cash flows. 3.3 Impairment of investments in associates and joint ventures For the description of valuation techniques, please refer to Note 4.4. Using different valuation techniques and parameter assumptions may lead to some differences of fair value estimations. 3 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (continued) • fair values of other loans are obtained from valuation techniques. equity securities: fair values are generally based upon current bid prices. Where current bid prices are not readily available, fair values are estimated using either prices observed in recent transactions or commonly used market pricing models. Equity securities, for which fair values cannot be measured reliably, are recognised at cost less impairment. • • debt securities: fair values are generally based upon current bid prices. Where current bid prices are not readily available, fair values are estimated using either prices observed in recent transactions, values obtained from current bid prices of comparable investments or valuation techniques when the market is not active. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When the fair values of financial assets and liabilities recorded in the consolidated statement of financial position cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques which require a degree of judgements. The methods and assumptions used by the Group in measuring the fair value of financial instruments are as follows: The Group considers a wide range of factors in the impairment assessment as described in Note 2.9.c. The Group's principal investments are debt securities, equity securities, term deposits and loans. The critical estimates and judgements are those associated with the recognition of impairment and the measurement of fair value. 3 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (continued) 3.2 Financial instruments For the year ended 31 December 2020 • securities purchased under agreements to resell, policy loans, term deposits, interest-bearing loans and borrowings, and securities sold under agreements to repurchase: the carrying amounts of these assets in the consolidated statement of financial position approximate fair value. Notes to the Consolidated Financial Statements (continued) 3.5 Determination of control over investee The Group issues certain structured entities (e.g. funds and asset management products), and acts as a manager for such entities according to the contracts. In addition, the Group may be exposed to variability of returns as a result of holding shares of the structured entities. Determining whether the Group controls such structured entities usually focuses on the assessment of the aggregate economic interests of the Group in the entities (including any carried interests and expected management fees) and the decision-making rights on the entity. As at 31 December 2020, the Group has consolidated some funds, debt investment schemes and asset management products issued and managed by the Company's subsidiaries, China Life AMP Asset Management Company ("CL AMP"), China Life Asset Management Company Limited ("AMC") and China Life Wealth Management Company ("CL Wealth") and some trust schemes and debt investment schemes issued and managed by third parties in the consolidated financial statements. Please refer to Note 42(d) for the details. 2020 For the year ended 31 December The table below presents the Group's major products of long-term insurance contracts: All insurance operations of the Group are located in the PRC. There are no significant differences among the regions where the Group underwrites insurance contracts. 4.1.2 Concentration of insurance risks 4.1 Insurance risk (continued) 4 RISK MANAGEMENT (continued) For the year ended 31 December 2020 The Group applies its judgement to determine whether the control indicators set out in Note 2.2 indicate that the Group controls structured entities such as funds and asset management products. Notes to the Consolidated Financial Statements (continued) The Group manages insurance risks through two types of reinsurance agreements, ceding on a quota share basis or a surplus basis, to cover insurance liability risk. Reinsurance contracts cover almost all products, which contain risk liabilities. The products reinsured include: life insurance, accident and health insurance or death, disability, accident, illness and assistance in terms of product category or function, respectively. These reinsurance agreements spread insured risk to a certain extent and reduce the effect of potential losses to the Group. However, the Group's direct insurance liabilities to the policyholder are not eliminated because of the credit risk associated with the failure of reinsurance companies to fulfil their responsibilities. Experience shows that the larger the portfolio of similar insurance contracts, the smaller the relative variability of the expected outcome will be. In addition, a more diversified portfolio is less likely to be affected across the board by a change in any subset of the portfolio. The Group has developed its insurance underwriting strategy to diversify the types of insurance risks accepted and within each of these categories to achieve a sufficiently large population to reduce the variability of the expected outcome. The Group manages insurance risk through underwriting strategies, reinsurance arrangements and claims handling. The risk under any one insurance contract is the possibility that an insured event occurs and the uncertainty about the amount of the resulting claim. By the very nature of an insurance contract, this risk is random and therefore unpredictable. For a portfolio of insurance contracts where the theory of probability is applied to the pricing and provisioning, the principal risk that the Group faces under its insurance contracts is that the actual claims and benefit payments are less favourable than the underlying assumptions used in establishing the insurance liabilities. This occurs when the frequency or severity of claims and benefits exceeds the estimates. Insurance events are random, and the actual number of claims and the amount of benefits paid will vary each year from estimates established using statistical techniques. 4.1.1 Types of insurance risks 4.1 Insurance risk The Group issues contracts that transfer insurance risk or financial risk or both. This section summarises these risks and the way the Group manages them. Risk management is carried out by the Company's Risk Management Committee under policies approved by the Company's Board of Directors. 4 RISK MANAGEMENT China Life Insurance Company Limited | Annual Report 2020 | Financial Report 151 China Life Insurance Company Limited | Annual Report 2020 | Financial Report 149 The impact of the various assumptions and their changes are described in Note 15. The judgements exercised in the valuation of insurance contract liabilities (including contracts with DPF) affect the amounts recognised in the consolidated financial statements as insurance contract benefits and insurance contract liabilities. Hong Ying Participating Endowment (e) 24,398 0.83% 35,403 1.40% Others (f) 2,265,458 77.15% 6.06% 1,936,680 Total 100.00% 2,521,331 100.00% 152 China Life Insurance Company Limited | Annual Report 2020 | Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 4 RISK MANAGEMENT (continued) 76.80% 152,713 5.56% 163,395 The residual margin relating to the long-term insurance contracts is amortised over the expected life of the contracts, based on the assumptions (mortality rates, morbidity rates, lapse rates, discount rates, expenses assumption and policy dividend assumptions) that are determined at inception of the contracts and remain unchanged for the duration of the contracts. Areas susceptible to changes in critical estimates and judgements, which affect the carrying value of assets and liabilities, are set out below. It is possible that actual results may be different from the estimates and judgements referred to below. 3.1 Estimates of future benefit payments and premiums arising from long-term insurance contracts The determination of the liabilities under long-term insurance contracts is based on estimates of future benefit payments, premiums and relevant expenses made by the Group and the margins. Assumptions about mortality rates, morbidity rates, lapse rates, discount rates, expense assumptions and policy dividend assumptions are made based on the most recent historical analysis and current and future economic conditions. The liability uncertainty arising from uncertain future benefit payments, premiums and relevant expenses is reflected in the risk margin. The Group makes estimates and assumptions that affect the reported amounts of assets and liabilities. Estimates and judgements are continually evaluated and based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Group exercises significant judgement in making appropriate assumptions. 3 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS For the year ended 31 December 2020 Notes to the Consolidated Financial Statements (continued) 140 0.01% Xin Fu Ying Jia (b) 114,111 3.89% 86,876 3.45% Kang Ning Whole Life (c) 338,286 11.52% 309,519 12.28% Fu Lu Shuang Xi Participating Endowment (d) 2019 4.1 Insurance risk (continued) Product name % 13.59% 11,393 Hong Ying Participating Endowment (e) 3.88% 3,108 4.67% 3,918 Fu Lu Shuang Xi Participating Endowment (d) 7,906 6.39% 6.05% 5,075 Kang Ning Whole Life (c) 2.25% 1,799 2.17% 1,823 Xin Fu Ying Jia (b) 5,119 0.03% 9.87% 61,624 1.05% 30,885 (Celebration Version) (a) Xin Xiang Zhi Zun Annuity Liabilities of long-term insurance contracts % As at 31 December 2019 RMB million % Others (f) RMB million 100.00% 80,124 100.00% 83,854 Total 77.61% 62,192 73.49% As at 31 December 2020 21 100.00% 497,570 19,701 3.27% 17,553 Kang Ning Whole Life (c) 7.44% 37,024 4.50% 24,116 3.96% Xin Fu Ying Jia (b) 238 7.96% 42,657 (Celebration Version) (a) Xin Xiang Zhi Zun Annuity Premiums of long-term insurance contracts % RMB million 0.05% Fu Lu Shuang Xi Participating Endowment (d) 12,673 2.36% 100.00% 536,150 85.40% 424,920 81.88% 439,014 (Celebration Version) (a) Xin Xiang Zhi Zun Annuity insurance contracts Insurance benefits of long-term Total Others (f) 0.11% 558 0.03% 137 Hong Ying Participating Endowment (e) 3.04% 15,129 RMB million 7,990 4.1.2 Concentration of insurance risks (continued) (b) Xin Fu Ying Jia Annuity is an annuity insurance contract with the options for regular premium of 3 years, 5 years or 10 years. Its insured period extends from the effective date of Xin Fu Ying Jia Annuity to the corresponding date when policyholders reach the age of 88. This product is applicable to healthy policyholders between 28-day-old and 70-year-old. From the effective date to the contractual date starting to claim of Xin Fu Ying Jia Annuity, the annuity payment of first policy year is paid at 20% of the first premium of the product, and the following annuity payments are paid at 20% of the basic sum insured by Xin Fu Ying Jia Annuity. From the first corresponding date after the contractual date starting to claim of annuity, to the corresponding date when the policyholders reach the age of 88-year-old, annuity is paid at 3% of the basic sum insured during the insured period if policyholders live to the annual corresponding effective date; annuity is paid at the premium received (without interest) during the insured period if policyholders live to the contractual date starting to claim of annuity; the contract terminates and death benefit is paid at the premium received (without interest) or the cash value of the contract, whichever greater when death incurred before the contractual date starting to claim of annuity; the contract terminates and death benefit is paid at the cash value of the contract when death incurred after contractual date starting to claim of annuity; the contract terminates and accidental death benefit is paid at the premium received (without interest) less any death benefit paid when accidents occurred and due to which death incurred within 180 days. Death benefit and accidental death benefit are paid only once. 4.2 Financial risk The Group's activities are exposed to a variety of financial risks. The key financial risk is that proceeds from the sale of financial assets will not be sufficient to fund the obligations arising from the Group's insurance and investment contracts. The most important components of financial risk are market risk, credit risk and liquidity risk. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. Risk management is carried out by a designated department under policies approved by management. The responsible department identifies, evaluates and manages financial risks in close cooperation with the Group's operating units. The Group provides written principles for overall risk management, as well as written policies covering specific areas, such as managing market risk, credit risk, and liquidity risk. The Group manages financial risk by holding an appropriately diversified investment portfolio as permitted by laws and regulations designed to reduce the risk of concentration in any one specific industry or issuer. The structure of the investment portfolio held by the Group is disclosed in Note 10. The sensitivity analyses below are based on a change in an assumption while holding all other assumptions constant. In practice this is unlikely to occur, and changes in some of the assumptions may be correlated, such as change in interest rate and change in market price. 4.2.1 Market risk (i) Interest rate risk 4 RISK MANAGEMENT (continued) Interest rate risk is the risk that the value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Group's financial assets are principally composed of term deposits, debt securities and loans which are exposed to interest rate risk. Changes in the level of interest rates could have a significant impact on the Group's overall investment return. Many of the Group's insurance policies offer guaranteed returns to policyholders. These guarantees expose the Group to interest rate risk. The sensitivity analysis for interest rate risk illustrates how changes in interest income and the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates at the end of the reporting period. As at 31 December 2020, if market interest rates were 50 basis points higher or lower with all other variables held constant, pre-tax profit for the year would have been RMB627 million (as at 31 December 2019: RMB528 million) higher or lower, respectively, mainly as a result of higher or lower interest income on floating rate cash and cash equivalents, term deposits, statutory deposits - restricted, debt securities and loans and the fair value losses or gains on debt securities assets at fair value through profit or loss. Pre-tax available-for-sale reserve in equity would have been RMB13,906 million (as at 31 December 2019: RMB9,854 million) lower or higher, as a result of a decrease or increase in the fair value of available-for-sale securities. 156 China Life Insurance Company Limited | Annual Report 2020 | Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 4 RISK MANAGEMENT (continued) 4.2 Financial risk (continued) 4.2.1 Market risk (continued) The Group manages interest rate risk through adjustments to portfolio structure and duration, and, to the extent possible, by monitoring the mean duration of its assets and liabilities. (ii) Price risk For the year ended 31 December 2020 China Life Insurance Company Limited | Annual Report 2020 | Financial Report 155 41,442 3 years later 26,655 34,045 4 years later 26,655 Estimated accumulated claims expenses Notes to the Consolidated Financial Statements (continued) 26,655 (26,655) 34,045 (34,045) 41,442 (41,442) Unpaid claims expenses 50,414 (48,229) 2,185 51,994 (32,397) 19,597 204,550 (182,768) 21,782 Accumulated claims expenses paid Price risk arises mainly from the volatility of prices of equity securities held by the Group. Prices of equity securities are determined by market forces. The Group is subject to increased price risk mainly because China's capital markets are relatively volatile. The Group manages price risk by holding an appropriately diversified investment portfolio as permitted by laws and regulations designed to reduce the risk of concentration in any one specific industry or issuer. As at 31 December 2020, if the prices of all the Group's equity securities had increased or decreased by 10% with all other variables held constant, pre-tax profit for the year would have been RMB6,596 million (as at 31 December 2019: RMB5,641 million) higher or lower, respectively, mainly as a result of an increase or decrease in fair value of equity securities excluding available-for-sale securities. Pre-tax available-for-sale reserve in equity would have been RMB45,939 million (as at 31 December 2019: RMB38,559 million) higher or lower, respectively, as a result of an increase or decrease in fair value of available-for-sale equity securities. If prices decreased to the extent that the impairment criteria were met, a portion of such decrease of the available-for-sale equity securities would reduce pre-tax profit through impairment. - Held-to-maturity securities 220 220 - Loans 1,445 1,445 - Available-for-sale securities 3,615 Debt securities 3,615 profit or loss 297 21 11 10 339 Term deposits 7,990 - Securities at fair value through 6,953 847 1,219 (iii) Currency risk Currency risk is the volatility of fair value or future cash flows of financial instruments resulted from changes in foreign currency exchange rates. The Group's currency risk exposure mainly arises from cash and cash equivalents, term deposits, debt investments, equity investments, interest-bearing loans and borrowings denominated in currencies other than the functional currency, such as US dollar, HK dollar, GB pound and EUR, etc. The following table summarises primary financial assets and financial liabilities denominated in currencies other than RMB as at 31 December 2020 and 2019, expressed in RMB equivalent: As at 31 December 2020 US dollar HK dollar GB pound EUR Others Total Financial assets Equity securities - Available-for-sale securities 9,711 108,493 - - 118,204 - Securities at fair value through profit or loss 4,352 185 350 34,045 (a) Xin Xiang Zhi Zun Annuity (Celebration Version) is an annuity insurance contract with the options for regular premium of 3 years and 5 years paid annually or monthly. Its insured period is 10 years. This product is applicable to healthy policyholders between 28-day-old and 68-year-old. From the first effective date after the fifth policy years to the expiration period, if the policyholders live to the annual corresponding effective date, the annuity payment shall be paid at 60% of annual premium according to the basic sum insured if the payment period is 3 years; and the annuity payment shall be paid at 100% of annual premium according to the basic sum insured if the payment period is 5 years. If the policyholders live to the annual corresponding effective date of the expiration period, the contract terminates and maturity benefit is paid at the basic sum insured. If death incurred over insured period, the contract terminates and death benefit is paid at the premium received (without interest). 26,655 50,414 Sensitivity analysis of short-term insurance contracts The assumptions of reserves for claims and claim adjustment expenses may be affected by other variables such as claims payment of short-term insurance contracts, which may result in the synchronous changes to reserves for claims and claim adjustment expenses. Holding all other variables constant, if claim ratios are 100 basis points higher or lower than the current assumption, pre- tax profit is expected to be RMB733 million (as at 31 December 2019: RMB670 million) lower or higher, respectively. The following table indicates the claim development for short-term insurance contracts without taking into account the impacts of ceded business: Short-term insurance contracts (accident year) Estimated claims expenses 2016 2017 4.1.3 Sensitivity analysis (continued) 2018 Year end 27,120 33,926 40,601 49,727 2020 52,589 Total 1 year later 2019 27,303 4.1 Insurance risk (continued) For the year ended 31 December 2020 (c) Kang Ning Whole Life is a whole life insurance contract with the options for single premium or regular premium of 10 years or 20 years. This product is applicable to healthy policyholders under 70-year-old. The critical illness benefit is paid at 200% of the basic sum insured. If the critical illness benefits are paid within the payment period, the insurance premium of each subsequent period shall be exempted, and the contract shall continue to be valid from the date of the payment of the critical illness benefits. Both death and disability benefits are paid at 300% of the basic sum insured less any critical illness benefits paid. China Life Insurance Company Limited | Annual Report 2020 | Financial Report 153 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 4 RISK MANAGEMENT (continued) 4.1 Insurance risk (continued) 4.1.2 Concentration of insurance risks (continued) (d) Fu Lu Shuang Xi Participating Endowment is a participating insurance contract with the options for regular premium of 3 years, 5 years and 10 years paid annually, semiannually, quarterly or monthly. Its insured period extends from the effective date of the insurance contract to the corresponding date of the year when the policyholders turn 75-year- old. This product is applicable to healthy policyholders between 30-day-old and 60-year-old. Starting from the effective date of the insurance contract, the survival benefit is paid every two policy years on the corresponding date at 10% of the basic sum insured. If death incurred over insured period, the contract terminates and death benefit is paid at death benefit amount. If the policyholders live to the annual corresponding effective date of the expiration period, the contract terminates and maturity benefit is paid at maturity benefit amount. 4 RISK MANAGEMENT (continued) (e) Hong Ying Participating Endowment is a participating endowment insurance contract with the options for single premium or regular premium of 3 years, 5 years or 10 years. Its insured period can be 6 years, 10 years or 15 years. This product is applicable to healthy policyholders between 30-day-old and 70-year-old. Maturity benefit of a single premium policy is paid at the basic sum insured, while that of a regular premium policy is paid at the basic sum insured multiplied by the number of years of the premium payments. Disease death benefit incurred within the first policy year is paid at the premium received (without interest). Disease death benefit incurred after the first policy year is paid at the basic sum insured for a single premium policy or the basic sum insured multiplied by the number of years of premium payments for a regular premium policy. When accidents occurred during taking a train, a ship or a flight period, death benefit is paid at the basic sum multiplied by 3 insured for a single premium policy or the basic sum multiplied by 3 and times the number of years of premium payments insured for a regular premium policy. When accidents occurred out of the period of taking a train, a ship or a flight, death benefit is paid at the basic sum multiplied by 2 insured for a single premium policy or the basic sum multiplied by 2 and times the number of years of premium payments insured for a regular premium policy. 4.1.3 Sensitivity analysis Sensitivity analysis of long-term insurance contracts Liabilities for long-term insurance contracts and liabilities unbundled from universal life insurance contracts and unit-linked insurance contracts with insurance risk are calculated based on the assumptions on mortality rates, morbidity rates, lapse rates and discount rates. Changes in insurance contract reserve assumptions reflect the Company's actual operating results and changes in its expectation of future events. The Company considers the potential impact of future risk factors on its operating results and incorporates such potential impact in the determination of assumptions. Holding all other variables constant, if mortality rates and morbidity rates were to increase or decrease from the current best estimate by 10%, pre-tax profit for the year would have been RMB34,590 million or RMB35,955 million (as at 31 December 2019: RMB28,045 million or RMB29,286 million) lower or higher, respectively. Holding all other variables constant, if lapse rates were to increase or decrease from the current best estimate by 10%, pre-tax profit for the year would have been RMB707 million or RMB646 million (as at 31 December 2019: RMB1,336 million or RMB1,253 million) lower or higher, respectively. Holding all other variables constant, if the discount rates were 50 basis points higher or lower than the current best estimate, pre-tax profit for the year would have been RMB114,536 million or RMB131,732 million (as at 31 December 2019: RMB96,131 million or RMB108,946 million) higher or lower, respectively. 154 China Life Insurance Company Limited | Annual Report 2020 | Financial Report Notes to the Consolidated Financial Statements (continued) (f) Others consist of various long-term insurance contracts with no significant concentration. 34,845 42,785 51,051 The following table indicates the claim development for short-term insurance contracts taking into account the impacts of ceded business: Short-term insurance contracts (accident year) Estimated claims expenses 2016 2017 2018 2019 Total 21,991 Year end 33,700 40,157 49,175 51,994 1 year later 27,107 34,560 42,280 26,897 19,785 52,589 206,764 (32,804) (184,773) 51,051 (48,845) 2,206 2 years later 26,851 34,328 41,945 3 years later 26,851 34,328 4 years later 26,851 Estimated accumulated claims expenses 26,851 34,328 41,945 Accumulated claims expenses paid (26,851) (34,328) (41,945) Unpaid claims expenses 2 years later 2,936,533 Later Others and service fee Investment income Others managed by affiliated entities Note 2 452,814 10,827 10,827 Investment income Others managed by third parties Note 2 Note 1 98,003 98,003 37,112 and service fee Investment income Note 2: Others included wealth management products, special asset management schemes, and asset-backed plans, etc. 164 China Life Insurance Company Limited | Annual Report 2020 | Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 4 RISK MANAGEMENT (continued) 4.3 Disclosures about interest in unconsolidated structured entities (continued) (ii) The unconsolidated structured entities that the Group has sponsored but does not have interest in As at 31 December 2020, the size of the unconsolidated structured entities that the Group sponsored but had no interest was RMB686,989 million (as at 31 December 2019: RMB600,223 million), which were mainly funds, special asset management schemes, pension security products and pension products, etc., sponsored by the Group to generate management service fee income. In 2020, the management service fee from these structured entities was RMB2,092 million (2019: RMB1,749 million), which was recorded as other income. The Group did not transfer assets to these structured entities. 4.4 Fair value hierarchy Level 1 fair value is based on quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can obtain at the measurement date. Other than Level 1 quoted prices, Level 2 fair value is based on valuation techniques using significant inputs, that are observable for the asset being measured, either directly or indirectly, for substantially the full term of the asset through corroboration with observable market data. Observable inputs generally used to measure the fair value of securities classified as Level 2 include quoted market prices for similar assets in active markets; quoted market prices in markets that are not active for identical or similar assets and other market observable inputs. This level includes the debt securities for which quotations are available from pricing services providers. Fair values provided by pricing services providers are subject to a number of validation procedures by management. These procedures include a review of the valuation models utilised and the results of these models, as well as the recalculation of prices obtained from pricing services at the end of each reporting period. Note 1: Funds, trust schemes, debt investment schemes and others managed by third parties were sponsored by third party financial institutions and the information related to size of these structured entities were not publicly available. Under certain conditions, the Group may not receive a price quote from independent third-party pricing services. In this instance, the Group's valuation team may choose to apply an internally developed valuation method to the assets or liabilities being measured, determine the main inputs for valuation, and analyse the change of the valuation and report it to management. Key inputs involved in internal valuation services are not based on observable market data. They reflect assumptions made by management based on judgements and experiences. The assets or liabilities valued by this method are generally classified as Level 3. 37,112 Debt investment schemes managed by third parties Interest held by the Group Investment income Funds managed by third parties Note 1 106,205 106,205 Trust schemes managed by affiliated entities 6,400 3,588 3,588 Note 1 and service fee Investment income Investment income Note 1 71,707 71,707 and service fee Investment income Debt investment schemes managed by 34,025 14,832 14,832 Investment income affiliated entities Trust schemes managed by third parties. As at 31 December 2020, assets classified as Level 1 accounted for approximately 36.56% of assets measured at fair value on a recurring basis. Fair value measurements classified as Level 1 include certain debt securities, equity securities that are traded in an active exchange market or interbank market and open-ended funds with public market price quotations. The Group considers a combination of certain factors to determine whether a market for a financial instrument is active, including the occurrence of trades within the specific period, the respective trading volume, and the degree which the implied yields for a debt security for observed transactions differs from the Group's understanding of the current relevant market rates and information. Trading prices from the Chinese interbank market are determined by both trading counterparties and can be observed publicly. The Company adopted this price of the debt securities traded on the Chinese interbank market at the reporting date as their fair market value and classified the investments as Level 1. Open-ended funds also have active markets. Fund management companies publish the net asset value of these funds on their websites on each trade date. Investors subscribe for and redeem units of these funds in accordance with the funds' net asset value published by the fund management companies on each trade date. The Company adopted the unadjusted net asset value of the funds at the reporting date as their fair market value and classified the investments as Level 1. As at 31 December 2020, assets classified as Level 2 accounted for approximately 41.77% of assets measured at fair value on a recurring basis. They primarily include certain debt securities and equity securities. Valuations are generally obtained from third party pricing services for identical or comparable assets, or through the use of valuation methodologies using observable market inputs, or recent quoted market prices. Valuation service providers typically gather, analyse and interpret information related to market transactions and other key valuation model inputs from multiple sources, and through the use of widely accepted internal valuation models, provide a theoretical quote on various securities. Debt securities are classified as Level 2 when they are valued at recent quoted prices from the Chinese interbank market or from valuation service providers. China Life Insurance Company Limited | Annual Report 2020 | Financial Report 165 278,255 22,994 301,249 Preferred stocks 53,778 53,778 Wealth management products 13,013 13,013 Others Common stocks 11,038 96,232 148,671 - Debt securities Government bonds 5,838 43,418 49,256 Government agency bonds 25,297 41,401 97,476 97,476 RMB million Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 4 RISK MANAGEMENT (continued) 4.4 Fair value hierarchy (continued) At 31 December 2020, assets classified as Level 3 accounted for approximately 21.67% of assets measured at fair value on a recurring basis. They primarily include unlisted equity securities and unlisted debt securities. Fair values are determined using valuation techniques, including discounted cash flow valuations, the comparable companies approach, etc. The determination of Level 3 is primarily based on the significance of certain unobservable inputs. For the accounting policies regarding the determination of fair values of financial assets and liabilities, see Note 3.2. The following table presents the Group's quantitative disclosures of the fair value measurement hierarchy for assets and liabilities measured at fair value as at 31 December 2020: Assets measured at fair value Available-for-sale securities - Equity securities Funds Fair value measurement using Quoted prices in active markets Significant observable Significant unobservable Total Level 1 inputs Level 2 inputs Level 3 RMB million RMB million RMB million Maximum exposure RMB million 6,497 RMB million 6,497 185,158 Funds managed by affiliated entities As at 31 December 2019 RMB million 1,031,947 952,030 1,066,939 987,067 396,749 356,953 260% 267% 269% RMB million 277% (i) Category A: solvency ratios meet the requirements, and the operational risk, strategic risk, reputational risk and liquidity risk are very low; (ii) Category B: solvency ratios meet the requirements, and the operational risk, strategic risk, reputational risk and liquidity risk are low; (iii) Category C: solvency ratios do not meet the requirements or solvency ratios meet the requirements but one or several risks in operation, strategy, reputation and liquidity are high; (iv) Category D: solvency ratios do not meet the requirements or solvency ratios meet the requirements but one or several risks in operation, strategy, reputation and liquidity are severe. According to the Supervision Information System of the China Risk Oriented Solvency System, the latest Integrated Risk Rating result of the Company was Category A. 4.3 Disclosures about interest in unconsolidated structured entities The Group's interest in unconsolidated structured entities are recorded as securities at fair value through profit or loss, available-for-sale securities and loans. These structured entities typically raise funds by issuing securities or other beneficiary certificates. The purpose of these structured entities is primarily to generate management service fees, or provide finance to public and private infrastructure construction. Refer to Note 3.5 for the Group's consolidation judgements related to structured entities. These structured entities that the Group has interest in are guaranteed by third parties with higher credit ratings, or by pledging, or by having the fiscal budget income as the source of repayment, or by borrowers with higher credit ratings. The Group did not guarantee or provide any financing support for the structured entities that the Group had interest in or sponsored. China Life Insurance Company Limited | Annual Report 2020 | Financial Report 163 According to the solvency ratios results mentioned above, and the unquantifiable evaluation results of operational risk, strategic risk, reputational risk and liquidity risk of insurance companies, the CBIRC evaluates the comprehensive solvency of insurance companies and supervises insurance companies by classifying them into four categories: 2020 31 December As at Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 4 RISK MANAGEMENT (continued) 4.2 Financial risk (continued) 4.2.3 Liquidity risk (continued) The liquidity analysis above does not include policyholder dividends payable of RMB122,510 million as at 31 December 2020 (as at 31 December 2019: RMB112,593 million). As at 31 December 2020, declared dividends of RMB82,154 million (as at 31 December 2019: RMB77,512 million) included in policyholder dividends payable have a maturity not later than one year. For the remaining policyholder dividends payable, the amount and timing of the undiscounted cash flows are indeterminate due to the uncertainty of future experiences including investment returns and are subject to future declarations by the Group. Although all investment contracts with DPF and investment contracts without DPF contain contractual options to surrender that can be exercised immediately by all policyholders at any time, the Group's expected cash flows as shown in the above tables are based on past experience and future expectations. Should these contracts be surrendered immediately, it would cause a cash outflow of RMB64,445 million and RMB220,973 million, respectively for the year ended 31 December 2020 (2019: RMB61,178 million and RMB204,037 million, respectively), payable within one year. 4.2.4 Capital management The Group's objectives for managing capital are to comply with the insurance capital requirements based on the minimum capital and actual capital required by the CBIRC, prevent risk in operation and safeguard the Group's ability to continue as a going concern so that it can continue to provide returns for equity holders and benefits for other stakeholders. The Group replenishes capital to improve the solvency ratio by issuing Core Tier 2 Capital Securities and bonds for capital replenishment according to the relevant laws and the approval of the relevant authorities. The Group is also subject to other local capital requirements, such as statutory deposits restricted requirement, statutory insurance fund requirement, statutory reserve fund requirement and general reserve requirement discussed in detail in Note 10.4, Note 21 and Note 38, respectively. The Group manages capital to ensure its continuous and full compliance with the regulations mainly through monitoring its quarterly solvency ratios, as well as the solvency ratio based on annual stress testing. 162 China Life Insurance Company Limited | Annual Report 2020 | Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 4 RISK MANAGEMENT (continued) 4.2 Financial risk (continued) 4.2.4 Capital management (continued) The table below summarises the core and comprehensive solvency ratio, core capital, actual capital and minimum capital of the Company under Insurance Institution Solvency Regulations (No.1 – No. 17): Core capital Actual capital Minimum capital Core solvency ratio Comprehensive solvency ratio Notes to the Consolidated Financial Statements (continued) 143,716 For the year ended 31 December 2020 4.3 Disclosures about interest in unconsolidated structured entities (continued) Investment income and service fee Investment income Investment income Investment income affiliated entities Debt investment schemes managed by third parties Note 1 27,747 Investment income and service fee 27,747 Investment income Others managed by affiliated entities Note 2 290,937 12,681 12,681 1,298 63,229 9,172 Others managed by third parties Note 2 75,551 75,551 Investment income and service fee Investment income Unconsolidated structured entities Carrying amount Size of assets As at 31 December 2019 RMB million Note 1 9,172 18,275 Debt investment schemes managed by (i) The unconsolidated structured entities that the Group has interest in The Group believes that the maximum exposure approximates the carrying amount of interest in these unconsolidated structured entities. The size of unconsolidated structured entities as well as the Group's carrying amount of the assets recognised in the financial statements relating to its interest in unconsolidated structured entities and the Group's maximum exposure are shown below: Unconsolidated structured entities Carrying amount Size of assets As at 31 December 2020 RMB million RMB million Funds managed by affiliated entities Funds managed by third parties 158,182 8,232 Maximum exposure RMB million 8,232 Interest held by the Group Note 1 99,649 99,649 Trust schemes managed by affiliated entities Trust schemes managed by third parties 2,096 1,298 Note 1 63,229 4 RISK MANAGEMENT (continued) 161 169,013 2,408 6,497 69,200 1,091 Others 7,999 Corporate bonds 362 Government agency bonds 41 8 33 Government bonds 6,859 - Debt securities 40,281 16,101 | | | 20 211 40,070 78 16,023 Others Common stocks 20 Funds 16 Derivative financial assets For the year ended 31 December 2020 4 RISK MANAGEMENT (continued) 4.4 Fair value hierarchy (continued) The following table presents the Group's quantitative disclosures of the fair value measurement hierarchy for assets and liabilities measured at fair value as at 31 December 2019: Assets measured at fair value 168 China Life Insurance Company Limited | Annual Report 2020 | Financial Report (10) —- —- (10) (3,869) (3,869) Total profit or loss Investment contracts at fair value through 77,215 (3,859) profit or loss Financial liabilities at fair value through Liabilities measured at fair value 1,180,357 234,993 530,968 414,396 Total 1,091 428 428 (3,859) - Equity securities Securities at fair value through profit or loss 112,467 58,314 Preferred stocks 236,323 22,117 214,206 Common stocks 102,349 102,349 RMB million RMB million 58,314 RMB million Level 3 inputs inputs Level 2 Level 1 Total Significant unobservable Significant observable in active markets Quoted prices Fair value measurement using RMB million Wealth management products Others 32,640 32,640 105,650 6,817 Available-for-sale securities 53,922 52,853 1,069 Subordinated bonds/debts 148,455 143,095 5,360 Corporate bonds 171,189 146,884 24,305 Government agency bonds 23,758 21,138 2,620 Government bonds Debt securities 98,904 70,585 28,319 Notes to the Consolidated Financial Statements (continued) China Life Insurance Company Limited | Annual Report 2020 | Financial Report 167 293,924 150,010 1,302 1,638 Government agency bonds 972 3,450 4,422 Corporate bonds 2,957 83,837 9 336 86,803 2,752 2,752 Total 495,927 566,716 293,924 1,356,567 Liabilities measured at fair value Financial liabilities at fair value through profit or loss Others Government bonds Debt securities 262 133,617 136,025 Subordinated bonds/debts 6,244 75,551 81,795 Others 816 143,905 144,721 Securities at fair value through profit or loss - Equity securities Funds Common stocks Others 16,731 104 48,334 524 41 221 16,835 48,858 (3,732) Corporate bonds Investment contracts at fair value through (10) RMB million RMB million RMB million RMB million 105,650 38,486 128,899 19,953 16 428 234,993 58,439 RMB million (7) (128) 653 7,127 7,780 (5,969) (307) (6,276) (884) (884) 143,905 (121) Debt securities Equity securities Total Total (3,742) (3,732) (10) (3,742) 166 China Life Insurance Company Limited | Annual Report 2020 | Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 4 RISK MANAGEMENT (continued) 4.4 Fair value hierarchy (continued) The following table presents the changes in Level 3 financial instruments for the year ended 31 December 2020: Opening balance Purchases Total gains/(losses) recorded in profit or loss Total gains/(losses) recorded in other comprehensive income Disposals or exercises Maturity Closing balance Available-for-sale securities Debt securities Securities at fair value through profit or loss Derivative financial assets profit or loss Funds China Life Insurance Company Limited | Annual Report 2020 | Financial Report 600,960 (3,720,646) 2,973,225 The amounts set forth in the tables above for insurance and investment contracts in each column are the undiscounted cash flows representing expected future benefit payments taking into consideration of future premiums payments or deposits from policyholders. The excess cash inflows from matured financial assets will be reinvested to cover any future liquidity exposures. The estimate is subject to assumptions related to mortality, morbidity, the lapse rate, the loss ratio of short-term insurance contracts, expense and other assumptions. Actual experience may differ from estimates. Investment contracts Insurance contracts Expected cash outflows Financial and insurance liabilities 616,777 2,435,697 905,028 577,939 700,748 3,907,583 Subtotal 56,629 56,629 Cash and cash equivalents 20,730 20,730 Premiums receivable 438 565 44,197 45,200 Accrued investment income 7,947 7,947 agreements to resell Securities purchased under 288,212 190,123 (29,149) 151,280 (13,861) (93,971) (5,618,867) Net cash inflow/(outflow) (3,732) 3,499,661 Subtotal 2,664 Lease liabilities 34,992 Bonds payable (14,680) (4,384) (2,044) 19,556 other borrowings 720 Interest-bearing loans and 55,031 balances payable Annuity and other insurance (3,732) 3,732 through profit or loss Financial liabilities at fair value (122,249) 122,249 to repurchase Securities sold under agreements Contractual cash outflows 68,882 (798,317) (55,031) 407,922 6,098 6,333 1 year but 3 years but Later than Later than (undiscounted) Contractual and expected cash flows The following tables set forth the contractual and expected undiscounted cash flows for primary financial assets and liabilities and insurance liabilities: In the normal course of business, the Group attempts to match the maturity of financial assets to the maturity of insurance and financial liabilities. Liquidity risk is the risk that the Group is unable to obtain funds at a reasonable funding cost when required to meet a repayment obligation and fund its asset portfolio within a certain time. 4.2.3 Liquidity risk 4.2 Financial risk (continued) 4 RISK MANAGEMENT (continued) For the year ended 31 December 2020 Notes to the Consolidated Financial Statements (continued) China Life Insurance Company Limited | Annual Report 2020 | Financial Report 159 The credit risk associated with securities purchased under agreements to resell, policy loans and most of premium receivables has not caused a material impact on the Group's consolidated financial statements taking into consideration their sufficient collateral held and maturity terms of no more than one year as at 31 December 2020 and 2019. The Group's debt securities investment mainly includes government bonds, government agency bonds, corporate bonds and subordinated bonds or debts, and most of the debt securities are guaranteed by either the Chinese government or Chinese government controlled financial institutions. As at 31 December 2020, 99.9% (as at 31 December 2019: 99.8%) of the corporate bonds held by the Group or the issuers of these corporate bonds had credit ratings of AA/A-2 or above. As at 31 December 2020, 100.0% (as at 31 December 2019: 100.0%) of the subordinated bonds or debts held by the Group either had credit ratings of AA/A-2 or above, or were issued by national commercial banks. The bonds, debts or their issuers' credit ratings are assigned by a qualified appraisal institution in the PRC and updated at each reporting date. As at 31 December 2020, 99.7% (as at 31 December 2019: 99.7%) of the Group's bank deposits are with the four largest state-owned commercial banks, other national commercial banks and China Securities Depository and Clearing Corporation Limited ("CSDCC") in the PRC. The Group believes these commercial banks, and CSDCC have a high credit quality. The Group's most other loans excluding policyholder loans, are guaranteed by third parties or with pledge, or have the fiscal annual budget income as the source of repayment, or have higher credit rating borrowers. As a result, the Group concludes that the credit risk associated with term deposits and accrued investment income thereof, statutory deposits - restricted, other loans, and cash and cash equivalents has not caused a material impact on the Group's consolidated financial statements as at 31 December 2020 and 2019. Credit quality Securities purchased under agreements to resell are pledged by counterparties debt securities or term deposits of which the Group could take the ownership if the owner of the collateral defaults. Policy loans and most of premium receivables are collateralised by their policies cash value according to the terms and conditions of policy loan contracts and policy contracts, respectively. Collateral and other credit enhancements The carrying amount of financial assets included on the consolidated statement of financial position represents the maximum credit risk exposure at the reporting date without taking account of any collateral held or other credit enhancements attached. The Group has no credit risk exposure relating to off-balance sheet items as at 31 December 2020 and 2019. Credit risk exposure Credit risk is controlled by the application of credit approvals, limits and monitoring procedures. The Group manages credit risk through in-house research and analysis of the Chinese economy and the underlying obligors and transaction structures. Where appropriate, the Group obtains collateral in the form of rights to cash, securities, property and equipment to lower the credit risk. Credit risk is the risk that one party of a financial transaction or the issuer of a financial instrument will fail to discharge its obligation and cause another party to incur a financial loss. Because the Group's investment portfolio is restricted to the types of investments as permitted by the China Banking and Insurance Regulatory Commission ("CBIRC") and a significant portion of the portfolio is in government bonds, government agency bonds, corporate bonds with higher credit rating and term deposits with the state-owned commercial banks, the Group's overall exposure to credit risk is relatively low. 4.2.2 Credit risk 4.2 Financial risk (continued) 4 RISK MANAGEMENT (continued) For the year ended 31 December 2020 Notes to the Consolidated Financial Statements (continued) not later Not later not later As at 31 December 2020 Statutory deposits - restricted 2,260,215 173,729 1,753 197,867 329,191 75,353 545,667 Term deposits 287,939 129,813 349,334 219,840 235,901 658,535 Loans 136,885 297 1,865,794 700,748 700,748 Equity securities Contractual cash inflows Financial assets than 5 years 5 years 3 years than than than 1 year Without maturity Carrying value Debt securities 697,016 - Equity securities (2,996) 17,281 Cash and cash equivalents 53,306 53,306 Subtotal 3,397,014 605,996 Debt securities 576,417 681,499 Financial and insurance liabilities Expected cash outflows Insurance contracts Investment contracts 2,552,736 267,804 179,925 (24,020) 209,603 (35,264) (5,015,173) (29,900) 23,462 (606,662) Contractual cash outflows Securities sold under agreements to repurchase 118,088 (118,088) Financial liabilities at fair value 17,281 Premiums receivable 432 561 (328) (1,273) (1,250) (19,951) 128,789 557,988 1,033,817 1,523,748 107,632 319,656 250,805 Loans 608,920 232,715 174,260 117,001 Term deposits 535,260 119,827 through profit or loss 184,707 1,701,886 191,290 8,087 Statutory deposits - restricted 6,333 479 2,315 4,594 Securities purchased under agreements to resell 4,467 4,467 Accrued investment income 41,703 40,710 294,477 3,859 667,309 1,901,263 Annuity and other insurance 5 years than Later 5 years not later than 3 years not later than than 1 year Without maturity value As at 31 December 2019 Carrying Not later Financial assets 3 years but Later than Later than (3,859) 4.2.3 Liquidity risk (continued) 4.2 Financial risk (continued) 4 RISK MANAGEMENT (continued) For the year ended 31 December 2020 Notes to the Consolidated Financial Statements (continued) 160 China Life Insurance Company Limited | Annual Report 2020 | Financial Report 540,179 (3,981,528) (41) (331) (76,598) (6,417,225) (36,498) 1 year but Contractual cash inflows Contractual and expected cash flows (undiscounted) 605,996 balances payable Equity securities 51,019 (51,019) Interest-bearing loans and other borrowings (4,776) (1,572) (16,111) Bonds payable 34,990 Lease liabilities 3,091 Subtotal 20,045 (3,859) 3,051,632 605,996 (74) (440) (66,349) (5,621,909) (37,996) (1,491) 173,644 855,143 (2,996) (332) (1,331) (19,641) 556,776 602,137 345,382 Net cash inflow/(outflow) Impairment Deductions Charge for the year As at 1 January 2019 Accumulated depreciation As at 31 December 2019 4,688 (130) 4,686 As at 31 December 2019 (130) Deductions 2,263 1 As at 1 January 2019 2,262 2 Charge for the year 2,554 3,519 As at 31 December 2019 2,555 178 China Life Insurance Company Limited | Annual Report 2020 | Financial Report The Group's right-of-use assets include the above assets and land use rights disclosed in Note 14. The Group had no significant profit or loss from subleasing right-of-use assets or sale and leaseback transactions for the year ended 31 December 2020 (2019: same). 2,555 3,520 1 1 | | | | | Deductions (1,168) (1,167) 29 29 (1,197) (1,196) As at 31 December 2019 As at 1 January 2019 Net book value (1) 1 Charge for the year Deductions As at 1 January 2019 Additions Disposals 48 579 162 79 868 As at 31 December 2019 (11,811) (5,484) (841) (1,581) (19,717) Impairment (48) As at 1 January 2019 Charge for the year Disposals (24) EE (25) (25) Net book value As at 1 January 2019 As at 31 December 2019 26,824 2,215 527 16,901 (24) (48) Other additions (2,490) Transfers into investment properties (2,977) (2,977) Disposals (77) (604) (171) (39) (107) (998) As at 31 December 2019 44,771 8,368 1,364 14,378 2,619 71,500 Accumulated depreciation As at 1 January 2019 (10,414) (5,443) (813) (1,377) (18,047) Charge for the year (1,397) (620) (190) (283) 814 47,281 32,936 2,884 (1,517) Deductions 329 As at 31 December 2020 (2,355) 33-3 (1,168) (1) (1,518) 330 (1) (2,356) Impairment As at 1 January 2020 As at 31 December 2020 Net book value As at 1 January 2020 As at 31 December 2020 Cost 3,519 1 3,520 3,075 1 3,076 Buildings Others Total RMB million Charge for the year 2,554 (1) 5,432 523 14,377 1,038 51,758 As at 31 December 2020, the net book value of buildings above which were in process to obtain title certificates was RMB6,159 million (as at 31 December 2019: RMB8,852 million). China Life Insurance Company Limited | Annual Report 2020 | Financial Report 177 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 7 LEASES (a) Right-of-use assets Cost Others Total Buildings RMB million As at 1 January 2020 4,686 Additions Deductions As at 31 December 2020 Accumulated depreciation As at 1 January 2020 1,157 (413) 5,430 212 4,688 1,158 (1) (414) (1,167) As at 31 December 2019 Others Notes to the Consolidated Financial Statements (continued) 172 China Life Insurance Company Limited | Annual Report 2020 | Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 5 SEGMENT INFORMATION (continued) Assets Financial assets Others Segment assets Unallocated Property, plant and equipment Life Health As at 31 December 2020 Accident Others Elimination Total RMB million 3,537,020 5,161 222,559 606 1,118 7,666 7,666 8,336 8,336 28,073 11,611 572 14,232 54,488 (3,103) 51,385 50,268 1,117 23,685 1,534 78 402 25,699 3,086 351 10,964 117,237 3,887,780 288,212 Securities sold under agreements to repurchase 109,156 7,070 358 Others 84,668 6,013 370 5,665 23,288 122,249 114,339 Segment liabilities 3,233,223 225,025 10,824 28,953 3,498,025 16,455 271,757 Investment contracts 2,973,225 10,076 14,939 675 239,584 265,274 3,547,096 237,498 11,639 356,821 Depreciation and amortisation 4,153,054 Others 46,609 Total 4,252,410 Liabilities Insurance contracts 2,767,642 195,487 10,096 52,747 Unallocated attributable to equity holders of the Company - Non-controlling interests (52,395) Increase in insurance contract liabilities (382,132) (32,445) (220) (414,797) Investment contract benefits (9,494) (352) (9,846) Policyholder dividends resulting from participation in profits (28,129) (150) (28,279) Underwriting and policy acquisition costs (60,841) (15,921) (5,315) (7,408) (2,265) (44,987) Accident and health claims and (2,448) 9,315 Including: inter-segment revenue 2,448 (2,448) Segment revenues 653,097 120,393 16,539 17,380 (2,448) 804,961 Benefits, claims and expenses Insurance benefits and claims expenses Life insurance death and other benefits (108,862) (4,714) (33) (113,609) claim adjustment expenses (84,342) Finance costs (2,798) (148) (8) 2,448 Segment benefits, claims and expenses (625,024) (108,782) (15,967) (10,814) 2,448 (758,139) Net gains on investments of associates and joint ventures Including: share of profit of associates and joint ventures Segment results Income tax Net profit Attributable to - Equity holders of the Company (2,292) Including: inter-segment expenses (12,208) 2,448 (183) (7) (759) (3,747) Administrative expenses (23,360) (8,677) (2,649) (3,001) Other comprehensive income (37,687) (833) (302) (94) (1,229) Other expenses (8,575) (1,051) (241) (4,789) Statutory insurance fund contribution Others Total 297,454 (3,294) 1,673 (9,602) Including: inter-segment expenses (1,573) (95) (5) 1,673 Segment benefits, claims and expenses (552,338) (102,736) (15,002) (9,287) 1,673 (677,690) Net gains on investments of associates and joint ventures Including: share of profit of associates and joint ventures (169) 8,011 (692) Other expenses (2,328) (81,396) Finance costs (3,288) (200) (12) (755) (4,255) Administrative expenses (25,328) (9,075) (2,962) (2,910) (40,275) Statutory insurance fund contribution (797) (273) (93) (1,163) (7,120) 8,011 9,159 9,159 917 312 479 4,379 174 China Life Insurance Company Limited | Annual Report 2020 | Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 5 SEGMENT INFORMATION (continued) Assets Life Health As at 31 December 2019 Accident Others Elimination Total RMB million Financial assets 2,671 Depreciation and amortisation 34,847 946 Segment results Income tax Net profit 42,418 5,875 489 11,013 59,795 (781) (5,443) 59,014 - Equity holders of the Company - Non-controlling interests Other comprehensive income 58,287 727 attributable to equity holders of the Company 31,861 1,931 109 Attributable to (57,071) Underwriting and policy acquisition costs (22,375) 113,950 - Annuity 268,416 Net premiums earned 445,719 99,575 14,984 560,278 Investment income 129,334 7,849 443 2,293 139,919 Net realised gains on financial assets 1,646 100 6 79 - Endowment 61,612 - Whole life 2,584 3,795,479 China Life Insurance Company Limited | Annual Report 2020 | Financial Report 173 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 5 SEGMENT INFORMATION (continued) For the year ended 31 December 2019 Life Health Accident 1,831 Others Total RMB million Revenues Gross written premiums 446,562 105,581 14,943 567,086 - Term life Elimination 10,404 Net fair value gains through profit or loss 1,027 (34) (127,877) adjustment expenses (44,613) (6,170) (50,783) Increase in insurance contract liabilities (303,479) (27,209) (119) (330,807) Investment contract benefits (8,810) (347) (9,157) Policyholder dividends resulting from participation in profits (22,251) (124) (3,649) (124,194) Life insurance death and other benefits Accident and health claims and claim Insurance benefits and claims expenses 58 1,219 19,251 Other income 1,110 60 8,698 (1,673) 8,195 16,947 Including: inter-segment revenue (1,673) Segment revenues 594,756 108,611 15,491 12,289 (1,673) 729,474 Benefits, claims and expenses 1,673 75 1,284 Other income The Group operates in four operating segments: (i) Life insurance business (Life) Life insurance business relates primarily to the sale of life insurance policies, including those life insurance policies without significant insurance risk transferred. (ii) Health insurance business (Health) Health insurance business relates primarily to the sale of health insurance policies, including those health insurance policies without significant insurance risk transferred. (iii) Accident insurance business (Accident) Accident insurance business relates primarily to the sale of accident insurance policies. (iv) Other businesses (Others) Other businesses relate primarily to income and cost of the agency business in respect of transactions with CLIC, etc., as described in Note 35, net share of profit of associates and joint ventures, income and expenses of subsidiaries, and unallocated income and expenditure of the Group. 5.2 Allocation basis of income and expenses Investment income, net realised gains on financial assets, net fair value gains through profit or loss and foreign exchange gains/(losses) within other expenses are allocated among segments in proportion to the respective segments' average liabilities of insurance contracts and investment contracts at the beginning and end of the year. Administrative expenses are allocated among segments in proportion to the unit cost of respective products in the different segments. Unallocated other income and other expenses are presented in the "Others" segment directly. Income tax is not allocated. 5.3 Allocation basis of assets and liabilities Financial assets, securities sold under agreements to repurchase and derivative financial liabilities are allocated among segments in proportion to the respective segments' average liabilities of insurance contracts and investment contracts at the beginning and end of the year. Insurance and investment contract liabilities are presented under the respective segments. The remaining assets and liabilities are not allocated. China Life Insurance Company Limited | Annual Report 2020 | Financial Report 171 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 5 SEGMENT INFORMATION (continued) For the year ended 31 December 2020 Life 5.1 Operating segments Health 5 SEGMENT INFORMATION Notes to the Consolidated Financial Statements (continued) The fair value is inversely related to the discounts for lack of marketability N/A The fair value is inversely related to discount rate Debt securities 31 December 2020:143,905 31 December 2019:105,666 Discounted cash flow method Discount rate Derivative financial 31 December 2020: 31 December 2019: 428 assets Comparable companies approach Discounts for lack of marketability 31 December 2020: N/A 31 December 2019: 15% 31 December 2020: 3.88% -9.82% 31 December 2019: 3.02%-6.22% The fair value is inversely related to discount rate The fair value is inversely related to the discounts for lack of marketability 170 China Life Insurance Company Limited | Annual Report 2020 | Financial Report For the year ended 31 December 2020 Accident 10,295 3 Buildings Office equipment, furniture and Cost For the year ended 31 December 2020 6 PROPERTY, PLANT AND EQUIPMENT (continued) Notes to the Consolidated Financial Statements (continued) 176 China Life Insurance Company Limited | Annual Report 2020 | Financial Report 52,747 977 11,332 461 2,658 37,319 As at 31 December 2020 51,758 1,038 14,377 523 2,884 fixtures Motor Assets under vehicles Leasehold construction improvements 8,656 195 1,026 415 Additions (173) 532 (8,164) 288 between fair value and unobservable inputs 7,171 65,353 2,191 16,902 1,340 7,658 37,262 As at 1 January 2019 RMB million Total Transfers upon completion Relationships 31 December 2020: 3.80%-6.07% 31 December 2019: 3.80%-6.38% N/A 35,453 46,561 RMB million 179,248 82,014 RMB million (1,877) RMB million (1,877) Transferred into Level 3 16 16 Transferred out of Level 3 (15,866) (15,866) Total gains/(losses) recorded in profit or loss 428 428 404 404 Total gains/(losses) 100,000 79,248 Opening balance Purchases RMB million For the year ended 31 December 2020 4 RISK MANAGEMENT (continued) 4.4 Fair value hierarchy (continued) The following table presents the changes in Level 3 financial instruments for the year ended 31 December 2019: Securities at fair value Available-for-sale securities through profit or loss Derivative financial Derivative recorded in other assets financial liabilities Total liabilities Debt securities Equity securities Debt securities RMB million RMB million RMB million Total assets 32,936 comprehensive income 3,205 For the year ended 31 December 2020 4 RISK MANAGEMENT (continued) 4.4 Fair value hierarchy (continued) The table below presents information about the significant unobservable inputs used for primary financial instruments at fair value classified as Level 3 as at 31 December 2020 and 31 December 2019: Valuation Fair value techniques Significant unobservable inputs Equity securities 31 December 2020: 28,162 31 December 2019: 26,265 Comparable companies Discounts for lack of marketability 31 December 2020: 36,697 31 December 2019: 28,346 31 December 2020: 84,212 31 December 2019: 72,477 approach Net asset value method Discounted cash flow method N/A Discount rate Range 31 December 2020: 12%-35% 31 December 2019: 11%-35% Notes to the Consolidated Financial Statements (continued) China Life Insurance Company Limited | Annual Report 2020 | Financial Report 169 As at 31 December 2020 and 2019, significant unobservable inputs such as discount rate and discounts for lack of marketability were used in the valuation of primary assets and liabilities at fair value classified as Level 3. The fair value was not significantly sensitive to reasonable changes in these significant unobservable inputs. For the years ended 31 December 2020 and 2019, there were no significant changes in the business or economic circumstances that affected the fair value of the Group's financial assets and liabilities. There were also no reclassifications of financial assets. Disposals or exercises (200) (4,000) Maturity (9,072) (1,001) Closing balance 105,650 128,899 221 16 3,426 (4,200) 1,473 1,473 (10,073) 428 234,993 The assets and liabilities whose fair value measurements are classified under Level 3 above do not have material impact on the profit or loss of the Group. For the assets and liabilities measured at fair value on a recurring basis, during the year ended 31 December 2020, RMB12,084 million (2019: RMB13,307 million) debt securities were transferred from Level 1 to Level 2 within the fair value hierarchy, whereas RMB9,825 million (2019: RMB9,716 million) debt securities were transferred from Level 2 to Level 1. No material equity securities were transferred from Level 1 to Level 2 (2019: same), whereas no material equity securities were transferred from Level 2 to Level 1 (2019: RMB853 million). 60 Segment assets As at 1 January 2020 (25) 2,385,407 Insurance contracts Liabilities 3,726,734 Total 49,090 Others 51,758 Property, plant and equipment 3,625,886 299,890 10,652 195,251 3,120,093 244,617 222,983 572 12,109 8,953 158,800 3,381,269 8,529 Investment contracts 186,376 2,824,966 Segment liabilities 110,757 23,904 346 5,687 80,820 Others 118,088 4,899 365 6,447 106,377 repurchase Securities sold under agreements to 267,804 15,442 252,362 2,552,736 76,907 10,080 183,142 604,666 Investment income 140,963 9,202 462 3,870 154,497 Net realised gains on financial assets 13,523 877 44 139 14,583 Net fair value gains through profit or loss 17,727 1,148 58 2,967 21,900 15,975 109,091 479,600 Net premiums earned 3,111,140 Unallocated Others RMB million Elimination Total Revenues Gross written premiums 480,593 9,240 115,089 612,265 - Term life 2,674 - Whole life 73,747 - Endowment - Annuity 109,275 294,897 16,583 Net book value 28,803 Unallocated (2,873) (377) (189) (725) (1,582) Charge for the year (19,717) (1,581) (841) (5,484) (11,811) As at 1 January 2020 Accumulated depreciation 74,002 2,798 11,333 1,352 8,091 50,428 Disposals As at 31 December 2020 308 139 (1) (24) As at 31 December 2020 Disposals Charge for the year (25) (1) (24) 24 As at 1 January 2020 Impairment (21,230) (1,821) (891) (5,433) (13,085) As at 31 December 2020 1,360 137 776 3,049,385 (1,767) (143) 44,771 As at 1 January 2020 RMB million Total construction improvements vehicles fixtures Buildings Leasehold 8,368 Motor Assets under Cost 6 PROPERTY, PLANT AND EQUIPMENT For the year ended 31 December 2020 Notes to the Consolidated Financial Statements (continued) China Life Insurance Company Limited | Annual Report 2020 | Financial Report 175 3,317,392 Total 268,007 Others Office equipment, furniture and (143) 1,364 2,619 (906) (575) Disposals (2,098) (2,098) Transfers into investment properties 6,488 5,509 14,378 131 222 Additions (121) 322 (6,456) 3 6,010 Transfers upon completion 71,500 626 (16,554) 509,791 PRC 17,512 RMB million RMB million 231,291 213,937 287,196 229,415 114,885 129,596 27,606 38,690 660,978 611,638 (2,443) (2,718) 658,535 2019 608,920 2020 31 December 2,809,822 RMB million RMB million 200,730 174,872 460,248 436,766 660,978 611,638 (2,443) (2,718) 658,535 608,920 As at As at 31 December As at 31 December As at 31 December 31 December 31 December 2020 2019 RMB million RMB million 180 6,333 6,153 6,333 6,333 Insurance companies in China are required to deposit an amount that equals 20% of their registered capital with banks in compliance with regulations of the CBIRC. These funds may not be used for any purpose other than for paying off debts during liquidation proceedings. 10.5 Available-for-sale securities Available-for-sale securities, at fair value Debt securities As at As at Total After one year but within five years 2020 2019 RMB million RMB million 63,079 480,848 1,740 545,667 107,039 420,191 8,030 193,806 535,260 186 China Life Insurance Company Limited | Annual Report 2020 | Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 10 FINANCIAL ASSETS (continued) 10.4 Statutory deposits – restricted Contractual maturity schedule: Within one year As at 31 December 2020, the Group's term deposits of RMB750 million (as at 31 December 2019: RMB3,491 million) were deposited in banks to back overseas borrowings and are restricted to use. 80,379 1,068 251,001 20,676 1,612 10,620 14,502 79,974 Gross carrying value of the investments 75.00% 66.67% 10.29% 43.86% 35.00% 40.00% 29.59% 43.686% Proportion of the Group's ownership 22,433 5,779 4,736 Impairment 5,259 2,193 77,990 61,271 80,525 Total revenues 4,736 6,314 5,779 20,676 1,612 10,620 11,285 79,974 Net carrying value of the investments (3,217) 22,433 Government bonds 8,669 34,292 52,273 173,159 the associates and joint ventures Total equity attributable to equity holders of 10,854 10,221 331,474 33,865 3,055 26,551 69,722 218,150 Total equity 13,342 85 26,551 3,048 33,865 147,709 3,048 26,551 45,745 175,771 after adjustments the associates and joint ventures Total equity attributable to equity holders of 164,690 (4,540) 16,981 427 (6,528) 2,612 Total adjustments (i) 10,854 10,221 (1,552) 306,490 Government agency bonds Subordinated bonds/debts 188 China Life Insurance Company Limited | Annual Report 2020 | Financial Report As at As at 31 December 2020 31 December 2019 RMB million RMB million 36,870 26,075 125,202 155,110 271,394 226,421 147,344 Total 102,185 After ten years After one year but within five years 152,293 108,493 95,428 278 1,458 325,768 299,987 634,793 549,166 1,215,603 1,058,957 Unlisted debt securities include those traded on the Chinese interbank market and those not publicly traded. Unlisted equity securities include those not traded on stock exchanges, which are mainly open-ended funds with public market price quotations, wealth management products and private equity funds. Debt securities - Contractual maturity schedule Maturing: Within one year After five years but within ten years 580,810 Total liabilities 24,196 75.00% 66.67% The British Virgin Islands The British Cayman Islands 10.29% PRC 43.86% PRC 35.00% 40.00% PRC 29.59% Hong Kong, PRC 43.686% PRC The following table illustrates the financial information of the Group's major associates and joint ventures as at 31 December 2020 and for the year ended 31 December 2020: CGB Sino-Ocean CLP&C 10,306 582,475 34,933 20,567 106,930 263,528 3,027,972 200,254 Total assets RMB million RMB million RMB million RMB million RMB million MCL Joy City China Unicom Pipeline Company COFCO Futures RMB million RMB million RMB million 509,791 580,810 463,286 23,758 169,013 171,189 136,025 148,455 81,795 53,922 144,721 112,467 580,810 509,791 97,476 102,349 301,249 236,323 49,256 31 December 2019 RMB million RMB million 2020 Others (i) Subtotal Equity securities Funds Common stocks Preferred stocks Wealth management products 53,778 Others (i) Available-for-sale securities, at cost Equity securities Others (i) Total As at As at 31 December Subtotal Corporate bonds 58,314 32,640 Listed overseas Unlisted Subtotal Total As at As at 31 December 31 December 2020 2019 RMB million RMB million 42,154 46,505 538,656 Listed in Hong Kong, PRC Listed in Mainland, PRC Equity securities Subtotal 148,671 98,904 614,187 528,530 20,606 1,215,603 20,636 1,058,957 13,013 (i) Other available-for-sale securities mainly include unlisted equity investments, private equity funds, trust schemes and perpetual bonds. Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 10 FINANCIAL ASSETS (continued) 10.5 Available-for-sale securities (continued) Debt securities Listed in Mainland, PRC Unlisted China Life Insurance Company Limited | Annual Report 2020 | Financial Report 187 equity interest held 360 Net profit/(loss) 973,480 62 70 157 148 209,123 215,671 928,751 1,189,369 112,702 104,668 198,322 201,988 401,799 617,515 719,409 215,928 1,189,369 As at 31 December 2020, an accumulated impairment loss of RMB20 million (2019: RMB17 million) for the investment of held-to-maturity securities has been recognised by the Group. 11111 RMB million 15,749 RMB million As at 31 December 2019 Level 1 Level 2 275,770 RMB million RMB million RMB million Total As at 31 December 2020 Level 1 Level 2 Total Subordinated bonds/debts Corporate bonds Government agency bonds Government bonds Debt securities - fair value and hierarchy 928,751 265,198 2019 RMB million RMB million For the year ended 31 December 2020 Notes to the Consolidated Financial Statements (continued) 184 China Life Insurance Company Limited | Annual Report 2020 | Financial Report The Group had no contingent liabilities with the associates and joint ventures as at 31 December 2020 and 31 December 2019. The Group had a capital contribution commitment of RMB25,364 million with joint ventures as at 31 December 2020 (as at 31 December 2019: RMB24,430 million). The capital contribution commitment amount has been included in the capital commitments in Note 41. (i) Including adjustments for the difference of accounting policies, fair value and others. 348 348 795 ༄'$ 287 10,763 2,635 (501) 14 154 10 FINANCIAL ASSETS 10.1 Held-to-maturity securities Debt securities Government bonds 2020 31 December 31 December As at As at (i) Unlisted debt securities include those traded on the Chinese interbank market. Total 631,203 Unlisted (i) Listed in Hong Kong, PRC Listed in Mainland, PRC Debt securities Total Subordinated bonds/debts Corporate bonds Government agency bonds Listed overseas Total RMB million 37,134 Total Other loans Policy loans (i) 10.2 Loans 10 FINANCIAL ASSETS (continued) For the year ended 31 December 2020 Notes to the Consolidated Financial Statements (continued) China Life Insurance Company Limited | Annual Report 2020 | Financial Report 185 928,751 1,189,369 534,659 811,252 241,372 206,134 128,266 Impairment Net value Maturing: Within one year 31 December 31 December As at As at Total After five years but within ten years After one year but within five years 146,463 Within one year 10.3 Term deposits (i) As at 31 December 2020, maturities of policy loans were within 6 months (as at 31 December 2019: same). Net value Impairment Total After ten years After one year but within five years After five years but within ten years Maturing: 3,433 24,454 RMB million 118,571 206,793 198,879 7,914 209,873 108,694 96,362 12,332 205,440 4,433 228,198 415,013 212,449 357,058 57,955 559,488 71,715 238,636 118,571 125,614 1,099,926 1,225,540 RMB million 2019 As at 31 December 31 December 2020 As at Total 25,520 After ten years After one year but within five years Within one year Maturing: Debt securities - Contractual maturity schedule 968,575 886,957 81,618 After five years but within ten years 853 4,318 Total comprehensive income 10,281 564,231 36,327 12,671 91,167 243,700 2,632,798 Total assets RMB million RMB million RMB million RMB million RMB million RMB million RMB million 24,381 RMB million Total liabilities 178,088 10,761 10,113 323,496 35,550 2,879 23,330 65,612 209,564 Total equity 13,620 168 240,735 777 9,792 67,837 2,423,234 MCL Joy City China Unicom (25) (1,706) (5) 1,991 630 (1,944) Other comprehensive income 185 339 12,525 2,823 208 1,730 4,675 13,812 650 Total comprehensive income 11,868 5,305 Pipeline Company COFCO Futures CLP&C Sino-Ocean CGB The following table illustrates the financial information of the Group's major associates and joint ventures as at 31 December 2019 and for the year ended 31 December 2019: 9 INVESTMENTS IN ASSOCIATES AND JOINT VENTURES (continued) Total equity attributable to equity holders of For the year ended 31 December 2020 China Life Insurance Company Limited | Annual Report 2020 | Financial Report 183 835 314 10,819 2,823 203 3,721 Notes to the Consolidated Financial Statements (continued) the associates and joint ventures 164,573 49,909 Total revenues 5,140 5,849 22,068 21,433 1,550 9,332 11,387 75,180 Net carrying value of the investments (2,510) Impairment 5,140 5,849 22,068 76,312 56,704 69,498 793 1 1,310 152 643 Other comprehensive income 287 11,264 21,433 2,635 2,123 4,166 12,581 Net profit/(loss) 306 291,435 5,008 153 13,224 1,550 13,897 the associates and joint ventures Total equity attributable to equity holders of (3,908) (1,339) 17,454 449 (6,209) 412 Total adjustments (i) 10,761 10,113 143,327 35,550 2,872 23,330 after adjustments 164,985 43,700 23,330 75,180 Gross carrying value of the investments 75.00% 66.67% 10.29% 43.86% 35.00% 9,332 40.00% 43.686% Proportion of the Group's ownership 6,853 8,774 160,781 35,999 2,872 29.59% 2020 Percentage of MCL 9,159 (5,253) (3,227) 228 1,189 (707) (1,500) 8,336 239,584 Movement As at Share of Other As at Percentage Accumulated Accounting 222,983 31 December 198,772 18,590 RMB million 222,983 13,997 As at 31 December 2020, the net book value of investment properties which were in process to obtain title certificates was RMB1,044 million (as at 31 December 2019: RMB5,809 million). The fair value of investment properties of the Group as at 31 December 2020 amounted to RMB17,285 million (as at 31 December 2019: RMB14,870 million), which was estimated by the Group having regards to valuations performed by independent appraisers. The investment properties were classified as Level 3 in the fair value hierarchy. The Group uses the market comparison approach as its primary method to estimate the fair value of its investment properties. Under the market comparison approach, the estimated fair value of a property is based on the average sale price of comparable properties recently sold, with consideration of the comprehensive adjustment coefficient, which is composed of a number of adjusting factors, including the time and the conditions of sale, the geographical location, age, decoration, floor area, lot size of the property and other factors. Under the market comparison approach, an increase (decrease) in the comprehensive adjustment coefficient will result in an increase (decrease) in the fair value of investment properties. 180 China Life Insurance Company Limited | Annual Report 2020 | Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 RMB million 9 INVESTMENTS IN ASSOCIATES AND JOINT VENTURES Share of profit or loss Declared dividends Other equity movements Impairment As at 31 December 2020 2019 As at 1 January Change of the cost Change of profit Declared (841) 79,974 43.686% Sino-Ocean Group Holding Limited ("Sino-Ocean") (ii) Equity Method 11,245 241 11,387 717 (178) 66 (707) 11,285 29.59% (3,217) China Life Property & Casualty 17 (550) 6,185 75,180 method Cost 2019 the cost or loss dividends equity movements Provision of 31 December impairment 2020 of equity interest amount of impairment Associates China Guangfa Bank Co., Ltd. ("CGB") (i) Equity Method 45,176 The Group has no restrictions on the use of its investment properties and no contractual obligations to each investment property purchased, constructed or developed or for repairs, maintenance and enhancements. Insurance Company Limited The Company leases part of its investment properties to its subsidiaries and charges rentals based on the areas occupied by the respective entities. These properties are categorised as property, plant and equipment of the Group in the consolidated statement of financial position. 12,449 440 2 1,892 3 1,746 Buildings RMB million 259 Cost As at 31 December 2020 Accumulated depreciation As at 1 January 2020 Additions As at 31 December 2020 Net book value As at 1 January 2020 As at 31 December 2020 Fair value As at 1 January 2020 Additions As at 1 January 2020 1,197 113 1,518 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 7 LEASES (continued) (b) The amounts recognised in profit or loss in relation to leases are as follows: Interest on lease liabilities Depreciation charge of right-of-use assets Expense relating to short-term leases Expense relating to leases of low-value assets (except for short-term lease liabilities) 106 Total As at 31 December As at Place of incorporation 2020 2019 RMB million RMB million 8 INVESTMENT PROPERTIES As at 31 December 2020 12,898 2,487 15,385 As at 1 January 2019 As at 31 December 2019 Fair value As at 1 January 2019 As at 31 December 2019 Buildings RMB million 10,227 Net book value 3,022 12,898 (480) (325) 48 (757) 9,747 12,141 (351) As at 31 December 2019 Deductions As at 1 January 2019 Additions (757) (411) (1,168) 12,141 14,217 14,870 17,285 China Life Insurance Company Limited | Annual Report 2020 | Financial Report 179 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 8 INVESTMENT PROPERTIES (continued) Cost As at 1 January 2019 Additions Deductions As at 31 December 2019 Accumulated depreciation 14,870 ("CLP&C") 31 December 6,000 228 (707) 239,584 (3,217) China Life Insurance Company Limited | Annual Report 2020 | Financial Report 181 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 (5,253) 9. INVESTMENT IN ASSOCIATES AND JOINT VENTURES (continued) (ii) The 2019 final dividend of HKD0.026 in cash per ordinary share was approved and declared in the Annual General Meeting of Sino-Ocean on 20 May 2020. The Company received a cash dividend equivalent to RMB54 million. The 2020 interim dividend of HKD0.062 in cash per ordinary share was approved and declared by the Board of Directors of Sino- Ocean on 17 August 2020. The Company received a cash dividend equivalent to RMB124 million. Sino-Ocean, the Group's associate is listed in Hong Kong. On 31 December 2020, the stock price of Sino-Ocean was HKD1.55 per share. As at 31 December 2019, the cumulative impairment loss of RMB2.51 billion for the investment in Sino-Ocean had been recognised by the Group. The Group performed an impairment test to this investment on 30 June 2020. A further impairment loss of RMB707 million was recognised for this investment valued using the discounted future cash flow method. On 31 December 2020, the Group continued to perform an impairment test to this investment and no further impairment loss should be made, which involved significant assumptions including selling prices of properties under development, rental prices of investment properties and discount rates, and the Group used 10% as the discount rate of cash flow for properties under development and investment properties (As at 31 December 2019: 10% for properties under development and 8% for investment properties). (iii) The 2019 final dividend of RMB0.0604 in cash per ordinary share was approved and declared in the Annual General Meeting of China Unicom on 22 May 2020. The Company received a cash dividend of RMB193 million. On 31 December 2020, China Unicom's share price was RMB4.46 per share. (iv) The Group invested in real estate, industrial logistics assets and other industries through these enterprises. (v) There is no significant restriction for the Group to dispose of its associates and joint ventures. As at 31 December 2020, the major associates and joint ventures of the Group are as follows: Name (i) The 2019 final dividend of RMB0.0639 in cash per ordinary share was approved and declared in the Annual General Meeting of CGB on 23 June 2020. The Company received a cash dividend of RMB550 million. Associates 8,336 222,983 41,289 865 277 (1,110) (407) 40,914 Subtotal 13,997 56,723 865 (100) (1,264) (350) 51,429 Total 204,675 52,278 CGB Sino-Ocean CLP&C 75.00% 182 China Life Insurance Company Limited | Annual Report 2020 | Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 9 INVESTMENTS IN ASSOCIATES AND JOINT VENTURES (continued) As at 31 December 2019, the major associates and joint ventures of the Group are as follows: Name Associates The British Virgin Islands CGB CLP&C COFCO Futures Pipeline Company China Unicom Joint ventures Joy City Equity Method Sino-Ocean 66.67% The British Cayman Islands 10.29% COFCO Futures Pipeline Company China Unicom Joint ventures Joy City MCL Place of incorporation Percentage of equity interest held PRC 43.686% Hong Kong, PRC 29.59% PRC 40.00% PRC 35.00% PRC 43.86% PRC 42,786 Equity Method 2019 75.00% Equity Method 20,000 21,433 1,231 (1,998) 10 20,676 43.86% ("Pipeline Company") China United Network ("China Unicom") (iii) Equity Method 21,801 22,068 (28) 516 (193) Communications Limited Pipeline Co., Ltd. Sinopec Sichuan to East China Gas 1,612 35.00% 9,332 Others (iv) 746 40 813 83 10,620 40.00% COFCO Futures Company Limited ("COFCO Futures") Equity Method 1,339 1,550 73 100 (10) (1) - 70 22,433 (271) Others (iv) Fund L.P. ("Joy City") Equity Method 6,281 5,849 100 (154) (16) Joy City Commercial Property 5,779 Mapleleaf Century Limited ("MCL") Equity Method 7,656 5,140 73 4,736 10.29% 66.67% Joint ventures (477) 188,155 (3,217) 42,391 13,160 (1,032) (789) 461 41,555 Subtotal 29,755 170,705 OT 147,952 (707) 578 Equity Method (3,989) 8,436 13,132 A decrease in interest paid for securities sold under agreements to repurchase Due to a decrease in expenses amid the COVID-19 pandemic and the reinforced cost administration by the Company Due to the impact from the adjustment of the policy on pre-tax deduction of underwriting and policy acquisition costs adopted in 2019 Company -13.8% 58,287 50,268 Net profit attributable to equity holders of the 781 -11.9% 3,103 Income tax 40,275 37,687 Administrative expenses 297.3% -6.4% In 2020, facing unprecedented challenges, we firmly. upheld the original aspiration of "Protecting People's Good Life" by focusing on our principal businesses and taking on social responsibilities. With strong development resilience, we enhanced social well-being in serving the overall national development plan, created long-term business value in pursuing high-quality development, strengthened driving forces in reform and innovation, and advanced steady operations to support modernization of corporate governance. adjustment of the policy on pre-tax deduction of underwriting and policy acquisition costs adopted in 2019 and the change in gross investment income 2021 is the beginning of the 14th Five-Year Plan and also a critical year for the Company's high-quality development. We will further push forward the "China Life Revitalization" initiative, and continue to maintain high-quality development. We will also fully engage in the new development pattern of "dual circulation" and strive to achieve stable development, business quality improvement, reform and innovation, and risk prevention and control. We will take development as the top priority, emphasize business value, and achieve business development driven by a productive sales force; fully push forward the "Dingxin Project" reforms, accelerate marketization, and further enhance internal driving forces; continue to reinforce the technology and innovation driven development, accelerate operational digitalization, and provide customers with "convenient, quality and caring" services; continue to strengthen asset- liability interaction, strictly implement the regulatory requirements, continuously improve the risk prevention and control system, strictly prevent key risks, and enhance our corporate governance capability. 12 China Life Insurance Company Limited | Annual Report 2020 | Chairman's Statement The 14th Five-Year Plan marks the first five years of China's new journey toward fully building a modern socialist country, in which the insurance industry will undertake the new mission of contributing to the modernization of a national governance system and governance capability. With economic and social development, social well-being will reach a new level, and the expansion of the middle-income group will accelerate. Deeply grounded in China's economy which has strong resilience and great potential, the life insurance industry is at an important stage full of strategic opportunities, and will have a broader space for development. At the same time, we also see that the COVID-19 pandemic is still continuing around the world with wide and far-reaching impacts and uncertainties, which has affected the release of demands for insurance and posed challenges to assets allocation and traditional insurance operation modes at the liability end. We will seize the new changes of current opportunities and challenges, further mobilize the advantage of risk management expertise in our principal businesses, implement the new development concept, actively explore to build and achieve a new development pattern for the life insurance industry, continuously deepen the supply side structural reform with customer- centric principle, accelerate transformation and upgrade, and constantly enhance the match and fit between our own development and the needs of the times, so as to protect people's well-being and promote economic and social development with strengthened services capabilities. In the past year, we advanced the corporate governance system with scientific and effective risk prevention and control mechanisms. Aiming at the best practices of corporate governance of listed companies in the three listing venues, we actively improved the corporate governance mechanism and effectively enhanced the modernization of our corporate governance, and received the "Hong Kong Corporate Governance Excellence Award" for 2020. We accelerated the integration of "Environmental, Social and Governance" ("ESG") management into our operation and management system and put the ESG investment concept into practice. AMC, the Company's non-wholly owned subsidiary, was the first insurance asset management company in China to sign the United Nations - Supported Principles for Responsible Investment (UNPRI), and was deeply engaged in the "Green Finance" with new green investments in the year reaching RMB30.6 billion. Adhering to the principle of prudent and steady operation, we continued to pay attention to and proactively prevented and mitigated major financial risks, effectively followed the law of asset-liability management and paid great attention to interest risk, market risk, credit risk and compliance risk, so as to strictly prevent any external risk incidents from penetrating into the Company. We also carried out special governance on key risks and greatly promoted intelligent risk control. In the integrated risk rating by the regulatory authority, the Company has received the rating of Class A for 11 consecutive quarters. China Life Insurance Company Limited | Annual Report 2020 | Chairman's Statement 11 In the past year, we accelerated transformation and upgrade, with digitalized operations creating strong driving forces. We pushed forward the "Dingxin Project" in great depth and primarily completed the customer- centric sales deployment of "Yi Ti Duo Yuan". The individual agent business sector saw increased capability in value creation, and the diversified business sector went through steady transformation in operation modes. The market-oriented incentive and restraint mechanism for talents in key fields such as sales and investment was gradually established. Keeping up with the "digital era", we built the online digital platform based on our profound offline strength, and established the industry- leading hybrid clouds. Technology empowerment mitigated negative impacts of the pandemic by providing foundational power, and the technology operation. model of "Collective Wisdom, Agility, Iteration set a new exemplary model in the industry. Empowered by technologies adopted under the "Technology-driven China Life" strategy, operations and services were upgraded in all aspects, becoming more Internet-based, intelligent, integrated and ecological, effectively meeting the needs of customers for high-quality services. In the past year, we further advanced high-quality development and enhanced our capability in value creation. By prioritizing business value growth and sticking to the protection role of insurance, we increased effective insurance supplies and achieved coordinated growth of business value and scale. During the Reporting Period, despite the impact of the pandemic, the business structure of the Company was further optimized, and its protection-oriented business maintained a growing trend. Value of one year's sales of the Company reached RMB58,373 million, generally remaining stable compared to 2019. With the reinforced asset-liability management and interaction, the Company registered a gross investment income of RMB198,596 million in 2020, reaching a record high. In the past year, we proactively leveraged advantages of our principal businesses to firmly serve the overall national development. In the fight against the COVID-19 pandemic, we took immediate actions to donate funds and supplies to the front line of pandemic prevention and control and offer complimentary insurance protection for 2.5 million medical workers fighting on the front line and over 14 million people with a sum assured of nearly RMB3.3 trillion on a cumulative basis. We also expanded insurance coverage of existing insurance plans and introduced special services and measures, playing the role of insurance as a "shock absorber". We actively supported the targeted poverty alleviation, inputting over RMB87 million on a cumulative basis in 1,281 poverty alleviation localities, lifting all of them out of poverty. Poverty alleviation through consumption amounted to over RMB30 million. By leveraging our principal businesses, we developed exclusive insurance products to support poverty alleviation and risk coverage, covering more than 18 million people from registered poverty-stricken households as well as those on the edge of the poverty line, underwriting a sum assured of RMB3.4 trillion. In building a moderately prosperous society in all respects and fighting against poverty, one team and one individual of the Company received honorary titles of National Advanced Team and Individual in Poverty Alleviation respectively. By sticking to the role of finance in serving the real economy, we actively participated in the strategic regional developments, including the coordinated development of the Beijing-Tianjin-Hebei Region, the Yangtze River Economic Belt developments, the building of the Guangdong-Hong Kong-Macao Greater Bay Area and the integrated development along the Yangtze River Delta, supporting the development of the country to be a manufacturer of quality and with a strong transportation network, as well as the building of a "Green China". As at the end of the Reporting Period, the existing investments made by the Company serving the real economy exceeded RMB2.3 trillion, and new investments made in the year exceeded RMB600 billion. 10 China Life Insurance Company Limited | Annual Report 2020 | Chairman's Statement distribute an annual cash dividend of RMB0.64 per share (inclusive of tax) and such proposal will be submitted to the 2020 Annual General Meeting for review and discussion. During the Reporting Period, the Company's comprehensive strength was further enhanced and its leading market position was consolidated. The Company's gross written premiums amounted to RMB612,265 million, exceeding RMB600 billion for the first time and achieving a new record high. The embedded value of the Company exceeded RMB1 trillion, reaching RMB1,072,140 million and leading the industry. Total assets exceeded RMB4 trillion, amounting to RMB4,252,410 million, an increase of 14.1% from the end of 2019. Net profit attributable to equity holders of the Company was RMB50,268 million. As at the end of the Reporting Period, the core solvency ratio and the comprehensive solvency ratio were 260.10% and 268.92%, respectively. The Board has proposed to Looking back at the past year, in the face of the unexpected COVID-19 pandemic and a complicated and tough external environment, China Life closely followed the national guidance, maintained its strategic consistency, and continued to seek high- quality development. We proceeded well with both the pandemic control and the reform and development, and achieved a steady growth of our key performance indicators, including embedded value and premium income, serving the overall stable development of the life insurance industry and fully achieving the goal for the first stage of the "China Life Revitalization" initiative as well as the targets set in the "13th Five-Year Plan”. I, on behalf of the Company's board of directors (the "Board"), hereby report to shareholders and the public on the Company's operating results for the year of 2020. Chairman's Statement 9 China Life Insurance Company Limited | Annual Report 2020 | Prelude Due to the combined impact of the update of discount rate assumptions for reserves of traditional insurance contracts, the 4,255 benefits Finance costs claims expenses 14.0% 509,467 580,801 Insurance benefits and 13.7% 8,195 9,315 Other income ventures A decrease in the profits of certain associates An increase in spread income of stocks in securities at fair value through profit or loss An increase in spread income of equity assets in available-for-sale securities An increase in interest income from debt-type investments and dividends from stocks With a profound historical accumulation, China Life has always played an important role of an explorer and pioneer of China's life insurance industry. Time goes by with dreams ahead. In this new promising era, we will stick to our original aspiration and forge ahead on the journey of building a world-class life insurance company, with a view to rewarding our shareholders and people from all walks of life with satisfactory operating performances. Investment contract 3,747 9,846 7.5% acquisition costs Due to the Company's business growth 3.6% 81,396 84,342 Underwriting and policy in profits An increase in investment yield from the participating accounts resulting from participation 26.4% 22,375 28,279 Policyholder dividends An increase in the scale of universal insurance accounts An increase in income of investment management service fees by subsidiaries An increase in the change of insurance contract liabilities 9,157 By Order of the Board Wang Bin Chairman Net profit attributable to equity holders of the Company China Life Insurance Company Limited | Annual Report 2020 | Chairman's Statement 1.89 1.09 85.90 82.40 86.80 85.70 As at 56,972 58,698 58,373 58,287 50,268 Policy Persistency Rate (26 months) 2 (%) Surrender Rate³ (%) Policy Persistency Rate (14 months)² (%) 57,669 As at 31 December 2020 31 December During the Reporting Period, the Company continued to prioritize business value, and its business structure was further optimized. Premiums from new policies amounted to RMB 193,939 million, an increase of 7.0% year on year. In particular, first-year regular premiums amounted to RMB115,421 million (a year-on-year increase of 5.5%), which accounted for 97.96% of long-term first-year premiums. The percentage of premiums from designated protection-oriented products in the first-year regular premiums rose by 0.6 percentage point year on year, with a continuous increase in the average premiums per policy. Renewal premiums amounted to RMB418,326 million (a year-on-year increase of 8.4%), which accounted for 68.32% of the gross written premiums (a year-on-year increase of 0.29 percentage point). Facing a complicated external environment in 2020, first-year regular premiums with a payment duration of ten years or longer reached RMB56,398 million, a decrease of 4.7% year on year. In 2020, the value of one year's sales of the Company was RMB58,373 million, a decrease of 0.6% year on year, basically remaining stable. As for the end of the Reporting Period, the number of long-term in-force policies was 317 million, an increase of 4.6% from the end of 2019. During the Reporting Period, the surrender rate was 1.09%, a decrease of 0.80 percentage point year on year. 16 China Life Insurance Company Limited | Annual Report 2020 | Management Discussion and Analysis year on year, maintaining its industry leadership position. As at the end of the Reporting Period, the embedded value of the Company exceeded RMB1 trillion, reaching RMB1,072,140 million, an increase of 13.8% from the end of 2019. During the Reporting Period, despite the impact of the pandemic, the Company demonstrated development resilience with key business indicators reaching their record high. In 2020, the Company's gross written premiums amounted to RMB612,265 million, exceeding RMB600 billion for the first time, an increase of 8.0% 3. Surrender Rate = Surrender payment/(Liability of long-term insurance contracts at the beginning of the period + Premiums of long-term insurance contracts) The results of individual agent business sector for the year 2019 have been restated to allow for new sector definitions on a pro forma basis. The Persistency Rate for long-term individual life insurance policy is an important operating performance indicator for life insurance companies. It measures the ratio of in-force policies in a pool of policies after a certain period of time. It refers to the proportion of policies that are still effective during the designated month in the pool of policies whose issue date was 14 or 26 months ago. 2. 1. Notes: 3.03 942,087 1,072,140 3.17 Number of long-term in-force policies (hundred million) Embedded value 2019 Including: Individual agent business sector¹ Value of one year's sales of associates and joint 169,043 RMB million Key Performance Indicators of 2020 China Life Insurance Company Limited | Annual Report 2020 | Management Discussion and Analysis 15 Service Center. Its business operation became more intelligent and integrated, and customer satisfaction. continued to rise. The Company optimized the technology development mode by implementing an IT product operation mechanism with emphasis on the pan- product development teams, and the supporting ability, responsiveness and stability of technologies saw great improvement. New technologies, such as mobile services and digital field offices, were also widely applied. The Company accelerated the intellectualization of its risk. management, realized active risk detection and real-time monitoring in respect of risk prevention and control, which effectively improved the efficiency of risk management and control. By upholding the principle of "strong headquarters, streamlined provincial branches, optimized city branches and invigorated field offices", the Company established a classified and hierarchical management system for its branches, upgrading and downgrading branches at different levels per their performances, and further increased allocation of financial resources to the basic operational units, which significantly energized their development. Meanwhile, the Company firmly implemented the "China Life Revitalization" initiative, and pushed forward reforms under the "Dingxin Project". In 2020, while continuing to optimize its organizational structure, the Company kicked off a series of transformation programs in all aspects, and further advanced the gradual implementation of new business models and operation mechanisms. The customer-centric sales deployment of "Yi Ti Duo Yuan" was implemented in greater depth. The value creation capability of the individual agent business sector was prominent with its focus on the individual customer market. The standardized and regulated management system for the basic operational units was also rolled out. The diversified business sector targeted institutional customers and further defined its positioning so as to effectively improve its professional operation capability. The Company's investment capability was improved significantly, and an investment management system which adapted to investment value chain and a market-oriented compensation incentive system were established. The Company reinforced the standardization of its business operation and services, and fully launched the establishment of the Shared Mr. Zhao Guodong, Mr. Zhan Zhong, Ms. Huang Xiumei, Mr. Su Hengxuan, Mr. Li Mingguang, Mr. Ruan Qi, Ms. Yang Hong From left to right: 14 China Life Insurance Company Limited | Annual Report 2020 | Management Discussion and Analysis Transformations, Dual Centers and Dual Focuses, Asset- liability Interaction", and upheld the operational guideline of "prioritizing business value, strengthening sales force, achieving stable growth, upgrading technology, optimizing customer services and guarding against risks”. The Company proceeded well with both the pandemic control and the reform and development, and realized a steady and sound growth of its key performance indicators, such as embedded value and premium income. During the Reporting Period, the Company achieved the coordinated growth of business scale and value, pushed forward the asset-liability interaction, accelerated the implementation of technological achievements, improved both the quality and efficiency of operations and services, and achieved remarkable results for the Company's high-quality development. Despite a tough and complicated external environment, the Company pushed forward high-quality development, adhered to the strategic core of "Three Major In 2020, the unexpected outbreak of the COVID-19 pandemic posed great challenges to the development of the insurance industry. On the one hand, as the macro economy slowed down significantly, demands for insurance was difficult to be fully released; on the other hand, the onsite insurance operation activities were restricted, affecting both the business development and agent team-building. Under the combined influence of multiple factors, the growth of the life insurance industry for the year declined. REVIEW OF BUSINESS OPERATIONS IN 2020 DISCUSSION AND ANALYSIS MANAGEMENT 13 2020 Beijing, China 25 March 2021 2019 612,265 198,596 Gross investment income 385,797 418,326 Renewal premiums 59,168 56,398 First-year regular premiums with ten years or longer payment duration 109,416 115,421 Including: First-year regular premiums 181,289 193,939 Premiums from new policies 567,086 Gross written premiums -4.3% 2019 7,666 2020 2019 Change 480,593 446,562 7.6% RMB million 108,205 7.5% 106,001 98,342 7.8% 2,204 2,332 100,674 Total Renewal business Single Insurance Business For the year ended 31 December Life Insurance Business First-year business First-year regular Single Renewal business Health Insurance Business First-year business First-year regular Single Renewal business Accident Insurance Business First-year business First-year regular -5.5% BUSINESS ANALYSIS 372,388 7.7% 14,402 11.2% 12 74 -83.8% 16,000 571 612,265 16,012 14,328 541 567,086 5.5% 8.0% Note: Single premiums in the above table include premiums from short-term insurance business. During the Reporting Period, gross written premiums from the life insurance business of the Company amounted to RMB480,593 million, rising by 7.6% year on year; gross written premiums from the health insurance business reached RMB115,089 million, rising by 9.0% year on year, and gross written premiums from accident insurance business were RMB16,583 million, rising by 11.0% year on year. 18 China Life Insurance Company Limited | Annual Report 2020 | Management Discussion and Analysis 11.7% 11.0% 14,943 16,583 115,089 105,581 9.0% 69,722 66,213 5.3% 9,408 11,000 -14.5% 60,314 55,213 9.2% 45,367 39,368 15.2% 345,888 17 China Life Insurance Company Limited | Annual Report 2020 | Management Discussion and Analysis 942,087 ▼ Accident insurance The Company greatly developed health insurance business Due to the steady growth of life insurance business 9.6% 99,575 109,091 business Health insurance business 7.6% 445,719 479,600 Life insurance business 7.9% 560,278 RMB million 15,975 14,984 6.6% Net gains on investments 13.8% 19,251 21,900 Net fair value gains through profit or loss financial assets 696.5% 1,831 14,583 Net realised gains on 10.4% 139,919 154,497 Investment income Due to the growth of accident insurance business 604,666 Net premiums earned Main Reasons for Change Change 69,515 First-year regular premiums 109,416 2019 Renewal premiums 385,797 Value of one year's sales (RMB million) 2020 2019 58,373 ▼ 58,698 ▼ Embedded value (RMB million) As at 31 December 2020 As at 31 December 2019 1,072,140 ▼ 13.8% 2,358 8,011 premiums insurance 2020 of Comprehensive Income Consolidated Statement Major Items of the For the year ended 31 December During the Reporting Period, the Company continued to enhance the asset-liability management and the asset-liability interaction created synergy on two ends. With enhanced emphasis on asset-liability management, the Company strengthened its asset-liability matching, established a management system with clear rights and responsibilities as well as orderly operation, and improved relevant systems and processes. To fully implement the asset-liability management philosophy, the Company effectively coordinated various processes, including business planning, operations and services, product development and investment management. In 2020, the Company adhered to the market-oriented approach, achieved significant improvement in its asset allocation capability and realized a stable increase in its investment income. The gross investment income reached RMB198,596 million, an increase of 17.5% year on year. Due to the combined impact of the update of discount rate assumptions for reserves of traditional insurance contracts, the adjustment of the policy on pre- tax deduction of underwriting and policy acquisition costs adopted in 2019 and the change in gross investment income, net profit attributable to equity holders of the Company was RMB50,268 million, a decrease of 13.8% year on year. (RMB million) Short-term insurance premiums Single premiums 2,402 76,116 First-year regular premiums 115,421 2020 Renewal premiums 418,326 Short-term Single premiums Gross written premiums categorized by business Gross written premiums breakdown 5,161 China Life Insurance Company Limited | Annual Report 2020 | Financial Report 191 As at 31 December 2020, the carrying value of premiums receivable within one year was RMB20,458 million (as at 31 December 2019: RMB17,205 million). 12 PREMIUMS RECEIVABLE (iii) Investment contracts at fair value through profit or loss have quoted prices in active markets, and therefore, their fair value was classified as Level 1. The fair value of policy loans approximated its carrying value. The fair values of other loans and investment contracts at amortised cost were determined using valuation techniques, with consideration of the present value of expected cash flows arising from contracts using a risk-adjusted discount rate, allowing for the risk-free rate available on the valuation date, credit risk and risk margin associated with the future cash flows. The fair values of other loans and investment contracts at amortised cost were classified as Level 3. (ii) The fair value of held-to-maturity securities is determined by reference with other debt securities which are measured by fair value. Please refer to Note 4.4. The estimates and judgements to determine the fair value of financial assets are described in Note 3.2. (i) Notes to the Consolidated Financial Statements (continued) (20,045) (20,045) (19,556) Interest-bearing loans and borrowings (35,551) (35,602) (34,990) (34,992) (19,556) For the year ended 31 December 2020 13 REINSURANCE ASSETS Long-term insurance contracts ceded (Note 15) Total Others Prepayments to constructors Due from related parties Investments receivable and prepaid Tax prepaid Automated policy loans Disbursements Land use rights (i) 14 OTHER ASSETS Total Non-current Current Total Claims recoverable from reinsurers (Note 15) Ceded unearned premiums (Note 15) Due from reinsurance companies Bonds payable Current (118,088) (118,088) 428 1,194,997 161,570 6,333 6,333 6,333 1,038,321 141,608 161,570 1,194,997 1,038,321 141,608 6,333 545,667 535,260 545,667 Derivative financial assets Securities at fair value through profit or loss Available-for-sale securities, at fair value Statutory deposits - restricted 535,260 428 Securities purchased under agreements to resell (122,249) to repurchase Securities sold under agreements (3,859) (3,732) (3,859) (3,732) profit or loss Financial liabilities at fair value through 53,306 (260,592) 4,467 7,947 56,629 (276,521) 4,467 53,306 (267,804) (288,212) Investment contracts (iii) 7,947 56,629 Cash and cash equivalents (122,249) Non-current Total As at As at 31 December Issue date Maturity date Interest rate p.a. 22 March 2019 Total 22 March 2029 As at 31 December 2020, all bonds payable were the bonds for capital replenishment (the "Bond") with a total carrying value of RMB34,992 million (as at 31 December 2019: RMB34,990 million), and the fair value of RMB35,602 million (as at 31 December 2019: RMB35,551 million). The fair value of the Bond was classified as level 2 in the fair value hierarchy. The following table presents the par value of the bonds payable: 4.28% As at 31 December 2019 RMB million 35,000 35,000 35,000 The fair value of bonds payable is based on the valuation results of China Central Depository & Clearing Co., Ltd. On 20 March 2019, the Company issued a bond in the national inter-bank bond market at a principal amount of RMB35 billion, and completed the issuance on 22 March 2019. The bond has a 10-year maturity and a fixed coupon rate of 4.28% per annum. The Company has a conditional right to redeem the bonds at the end of the fifth year. If the Company does not redeem the bonds at the end of the fifth year, the coupon rate per annum for the remaining 5 years will be raised to 5.28%. Bonds payable are measured at amortised cost as described in Note 2.15. 2020 RMB million 35,000 18 BONDS PAYABLE For the year ended 31 December 2020 Notes to the Consolidated Financial Statements (continued) Credit loans Credit loans Total 25 June 2024 16 September 2024 27 September 2024 3.08% 2,444 2,515 3.30% 5,611 5,999 USD LIBOR+1.00% (v) 6,329 6,767 19,556 20,045 (i) 2.70% when LIBOR is negative. (ii) 3.80% when EURIBOR is negative. (iii) The loan has been repaid in advance. (iv) 3.00% when EURIBOR is negative. (v) 1.00% when USD LIBOR is negative. China Life Insurance Company Limited | Annual Report 2020 | Financial Report 197 19 SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE Interbank market Stock exchange market Total 160 118,088 As at 31 December 2020, bonds with a carrying value of RMB113,454 million (as at 31 December 2019: RMB92,011 million) were pledged as collateral for financial assets sold under agreements to repurchase resulting from repurchase transactions entered into by the Group in the interbank market. For debt repurchase transactions through the stock exchange, the Group is required to deposit certain exchange-traded bonds into a collateral pool with fair value converted at a standard rate pursuant to the stock exchange's regulation which should be no less than the balance of the related repurchase transaction. As at 31 December 2020, the carrying value of securities deposited in the collateral pool was RMB256,062 million (as at 31 December 2019: RMB256,700 million). The collateral is restricted from trading during the period of the repurchase transaction. 198 China Life Insurance Company Limited | Annual Report 2020 | Financial Report 145 209 369 523 808 1,135 3,839 RMB million RMB million 4,228 2019 31 December 31 December 2020 As at 122,249 Term deposits 140 8 122,101 Maturing: Within 30 days More than 30 days within 90 days After 90 days Total As at 31 December As at 31 December 2020 RMB million 2019 RMB million 97,974 63,631 24,275 54,457 122,249 118,088 117,928 2,648 623,840 608,920 Equity securities 85,206 95,615 Subtotal 49,133 62,948 Unlisted Listed in Mainland, PRC 167 Listed overseas 102 72 Listed in Hong Kong, PRC 35,804 32,333 Listed in Mainland, PRC 262 Listed in Hong Kong, PRC Listed overseas Unlisted Notes to the Consolidated Financial Statements (continued) China Life Insurance Company Limited | Annual Report 2020 | Financial Report 189 Unlisted debt securities include those traded on the Chinese interbank market and those not publicly traded. Unlisted equity securities include those not traded on stock exchanges, which are mainly open-ended funds with public market price quotations. 141,608 161,570 56,402 65,955 9,603 10,033 6,418 4,213 611 80 39,770 51,629 Total Subtotal Debt securities For the year ended 31 December 2020 Total 161,570 As at As at Subtotal Others Common stocks Funds Equity securities 31 December 2020 RMB million Subtotal Corporate bonds Government agency bonds Government bonds Debt securities 10.6 Securities at fair value through profit or loss 10 FINANCIAL ASSETS (continued) For the year ended 31 December 2020 Others 31 December 2019 RMB million 1,638 56,402 65,955 20 262 40,281 48,858 16,101 16,835 85,206 95,615 1,091 2,752 77,215 86,803 6,859 4,422 41 141,608 10 FINANCIAL ASSETS (continued) 10.7 Derivative financial assets Forward contracts The table below presents the carrying value and estimated fair value of major financial assets and liabilities, and investment contracts: 11 FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES For the year ended 31 December 2020 Notes to the Consolidated Financial Statements (continued) 41,703 45,200 993 Carrying value 1,003 44,197 41,703 45,200 4,345 6,176 25,048 26,454 40,710 Estimated fair value (i) As at As at 658,535 Loans (iii) 968,575 1,225,540 928,751 1,189,369 Held-to-maturity securities (ii) RMB million 2019 31 December As at As at 31 December 2020 RMB million RMB million RMB million 31 December 2019 2020 31 December 12,310 12,570 RMB million RMB million Debt securities Bank deposits 10.9 Accrued investment income Total Within 30 days Maturing: 10.8 Securities purchased under agreements to resell The derivative financial assets of the Company above were all forward contracts to purchase equity securities. The fair value was based on active quoted price of the equity security with consideration of discounts for lack of marketability, which was classified as Level 3. 428 RMB million RMB million 2019 2020 31 December 31 December As at As at Others 667,545 Total Non-current 2019 31 December 31 December 2020 As at As at 4,467 4,467 7,947 7,947 RMB million RMB million 2019 2020 As at 31 December 31 December As at 190 China Life Insurance Company Limited | Annual Report 2020 | Financial Report Total Current 3.10% 8 September 2023 883 The table below presents movements in claims and claim adjustment expense reserve: Notified claims Incurred but not reported Total as at 1 January - Gross Cash paid for claims settled - Cash paid for current year claims - (c) Movements in liabilities of short-term insurance contracts Cash paid for prior year claims Claims incurred - Claims arising in prior years Total as at 31 December - Gross Notified claims Incurred but not reported Total as at 31 December - Gross As at As at - Claims arising in current year Total, net - Unearned premiums - Claims and claim adjustment expenses 15 INSURANCE CONTRACTS (continued) (b) Net liabilities of insurance contracts Gross Long-term insurance contracts Short-term insurance contracts - Claims and claim adjustment expenses - Unearned premiums Total, gross Recoverable from reinsurers Long-term insurance contracts (Note 13) Short-term insurance contracts - Claims and claim adjustment expenses (Note 13) - Unearned premiums (Note 13) Total, ceded Net Long-term insurance contracts Short-term insurance contracts 31 December For the year ended 31 December 2020 31 December RMB million 12,632 2,968,265 2,548,383 2020 2019 RMB million RMB million 18,259 2,781 15,623 12,269 18,404 14,805 (32,804) (33,244) (16,682) 2,536 21,782 14,178 2,517,492 2,932,305 2019 RMB million 2,936,533 2,521,331 21,991 18,404 14,701 13,001 2,973,225 2,552,736 (4,228) (3,839) (209) (145) (523) (369) (4,960) (4,353) 2020 Notes to the Consolidated Financial Statements (continued) 194 China Life Insurance Company Limited | Annual Report 2020 | Financial Report (v) The Group applied a consistent method to determine risk margin. The Group considers risk margin for the discount rate, mortality and morbidity and expense assumptions to compensate for the uncertain amount and timing of future cash flows. When determining risk margin, the Group considers historical experience, future expectations and other factors. The Group determines the risk margin level by itself as the regulations have not imposed any specific requirement on it. The Group adopted a consistent process to decide on assumptions for the insurance contracts disclosed in this note. On each reporting date, the Group reviews the assumptions for reasonable estimates of liability and risk margin, with consideration of all available information, and taking into account the Group's historical experience and expectation of future events. 5,615 1,559 2,665 722 757 187 847 2,257 6,852 29,021 34,029 19,706 24,175 9,315 9,854 29,021 6,992 3,377 3,522 5,946 1,867 1,318 4,228 3,843 6,095 5,161 As at As at 31 December 31 December 2020 2019 RMB million RMB million 8,056 7,830 5,866 34,029 (i) The Group's right-of-use assets include the above land use rights and right-of-use assets disclosed in Note 7. 192 China Life Insurance Company Limited | Annual Report 2020 | Financial Report Notes to the Consolidated Financial Statements (continued) (a) Process used to decide on assumptions (continued) (iii) Expense assumptions are based on expected unit costs with the consideration of previous expense studies and future trends. Expense assumptions are affected by certain factors such as future inflation and market competition which bring uncertainty to these assumptions. The Group determines expense assumptions based on information obtained at the end of each reporting period and risk margin. Components of expense assumptions include the cost per policy and percentage of premium as follows: As at 31 December 2020 As at 31 December 2019 Individual Life Group Life RMB Per Policy % of Premium RMB Per Policy % of Premium 45.00 45.00 0.85% 0.90% 0.85% 0.90% 25.00 0.90% 25.00 0.90% (iv) The lapse rates and other assumptions are affected by certain factors, such as future macro-economy, availability of financial substitutions, and market competition, which bring uncertainty to these assumptions. The lapse rates and other assumptions are determined with reference to creditable past experience, current conditions, future expectations and other information. 15 INSURANCE CONTRACTS (continued) (14,551) For the year ended 31 December 2020 China Life Insurance Company Limited | Annual Report 2020 | Financial Report 193 For the year ended 31 December 2020 15 INSURANCE CONTRACTS (a) Process used to decide on assumptions (i) For the insurance contracts of which future insurance benefits are affected by investment yields of the corresponding investment portfolios, the discount rate assumption is based on expected investment returns of the asset portfolio backing these liabilities, considering the impacts of time value on reserves. In developing discount the rate assumptions, the Group considers investment experience, the current investment portfolio and the trend of the relevant yield curves. The assumed discount rates reflect the future economic outlook as well as the Group's investment strategy. The assumed discount rates with risk margin are as follows: As at 31 December 2020 As at 31 December 2019 Discount rate assumptions 4.85% 4.85% For the insurance contracts of which future insurance benefits are not affected by investment yields of the corresponding investment portfolios, the discount rate assumption is based on the "Yield curve of reserve computation benchmark for insurance contracts", published on the "China Bond" website with consideration of liquidity spreads, taxation and other relevant factors. The assumed spot discount rates with risk margin are as follows: As at 31 December 2020 As at 31 December 2019 Discount rate assumptions 3.09% 4.80% 3.52% 4.83% There is uncertainty on the discount rate assumption, which is affected by factors such as future macro-economy, monetary and foreign exchange policies, capital market and availability of investment channels of insurance funds. The Group determines the discount rate assumption based on the information obtained at the end of each reporting period, including the consideration of risk margin. (ii) The mortality and morbidity assumptions are based on the Group's historical mortality and morbidity experience. The assumed mortality rates and morbidity rates vary with the age of the insured and contract type. The Group bases its mortality assumptions on China Life Insurance Mortality Table (2010-2013), adjusted where appropriate to reflect the Group's recent historical mortality experience. The main source of uncertainty with life insurance contracts is that epidemics and wide-ranging lifestyle changes could result in deterioration in future mortality experience, thus leading to an inadequate reserving of liability. Similarly, improvements in longevity due to continuing advancements in medical care and social conditions may expose the Group to longevity risk. The Group bases its morbidity assumptions for critical illness products on analysis of historical experience and expectations of future developments. There are two main sources of uncertainty. Firstly, wide-ranging lifestyle changes could result in future deterioration in morbidity experience. Secondly, future development of medical technologies and improved coverage of medical facilities available to policyholders may bring forward the timing of diagnosing critical illness, which demands earlier payment of the critical illness benefits. Both could ultimately result in an inadequate reserving of liability if current morbidity assumptions do not properly reflect such trends. Risk margin is considered in the Group's mortality and morbidity assumptions. Notes to the Consolidated Financial Statements (continued) 52,589 49,727 484 As at As at 31 December 31 December 2020 2019 RMB million 64,950 17 INTEREST-BEARING LOANS AND BORROWINGS RMB million 223,252 206,137 10 10 288,212 267,804 2020 61,657 As at 31 December Interest credited Policy fees deducted from account balances The release of liabilities mainly consists of release due to death or other benefits and related expenses, release of residual margin and change of reserves for claims and claim adjustment expenses. For the year ended 31 December 2020, the change in other assumptions was mainly caused by the change in morbidity rate assumptions of certain products, which increased insurance contract liabilities by RMB2,081 million. This change reflected the Group's most recent experience and future expectations about the morbidity rates as at the reporting date. Changes in assumptions other than morbidity rates increased insurance contract liabilities by RMB1,391 million. For the year ended 31 December 2019, the change in other assumptions was mainly caused by the change in morbidity rate assumptions of certain products, which increased insurance contract liabilities by RMB4,737 million. This change reflected the Group's most recent experience and future expectations about the morbidity rates as at the reporting date. Changes in assumptions other than morbidity rates increased insurance contract liabilities by RMB2,571 million. 196 China Life Insurance Company Limited | Annual Report 2020 | Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 16 INVESTMENT CONTRACTS Investment contracts with DPF at amortised cost Investment contracts without DPF - At amortised cost - At fair value through profit or loss Total The table below presents movements of investment contracts with DPF: As at 1 January Deposits received Deposits withdrawn, payments on death and other benefits 2019 (ii) RMB million 61,657 11 January 2020 6 November 2020 6 December 2020 4 January 2021 1.50% LIBOR+2.70% (i) EURIBOR+3.80% (ii) 989 9 March 2022 126 1.80% 626 1.50% 1,015 2.50% 523 EURIBOR+3.00% (iv) 3,126 13 January 2021 18 January 2021 (iii) Guaranteed loans Credit loans Guaranteed loans Credit loans Guaranteed loans Credit loans Guaranteed loans Guaranteed loans Credit loans RMB million 59,129 5,000 (3,008) 4,238 (2,959) (39) (38) 1,340 1,287 64,950 61,657 As at 31 December As at 31 December Maturity date Interest rate 2020 RMB million 2019 RMB million Notes to the Consolidated Financial Statements (continued) (i) 2,936,533 RMB million Gross Ceded Net Gross Ceded Net RMB million 13,001 12,632 11,432 (370) 11,062 14,701 (523) 14,178 (369) 2019 2020 As at 31 December 1,667 21,991 18,404 4,319 2,781 17,672 15,623 21,991 18,404 China Life Insurance Company Limited | Annual Report 2020 | Financial Report 195 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 15 INSURANCE CONTRACTS (continued) (c) Movements in liabilities of short-term insurance contracts (continued) The table below presents movements in unearned premium reserves: As at 1 January Increase Release 13,001 2,521,331 (369) (13,001) 14,701 2020 2019 RMB million 2,521,331 RMB million 2,189,794 536,150 497,570 (288,959) (282,189) 129,679 114,234 35,071 (4,906) 3,472 7,308 (211) (480) As at 31 December Other movements - Change in other assumptions (ii) - Change in discount rates 369 (12,632) (11,432) 370 (11,062) (523) 14,178 13,001 12,632 6,095 12,632 (d) Movements in liabilities of long-term insurance contracts The table below presents movements in the liabilities of long-term insurance contracts: As at 1 January Premiums Release of liabilities (i) Accretion of interest Change in assumptions (369) 29 TAXATION (continued) For the year ended 31 December 2020 Bank deposits 30 NET PROFIT ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY Net profit attributable to equity holders of the Company is recognised in the financial statements of the Company to the extent of RMB44,594 million (2019: RMB53,205 million). 31 EARNINGS PER SHARE There is no difference between the basic and diluted earnings per share. The basic and diluted earnings per share for the year ended 31 December 2020 are calculated based on the net profit for the year attributable to ordinary equity holders of the Company and the weighted average of 28,264,705,000 ordinary shares (2019: same). China Life Insurance Company Limited | Annual Report 2020 | Financial Report 205 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 32 STOCK APPRECIATION RIGHTS The Board of Directors of the Company approved, on 5 January 2006, an award of stock appreciation rights of 4.05 million units and on 21 August 2006, another award of stock appreciation rights of 53.22 million units to eligible employees. The exercise prices of the two awards were HKD5.33 and HKD6.83, respectively, the average closing price of shares in the five trading days prior to 1 July 2005 and 1 January 2006, the dates for vesting and exercise price setting purposes of this award. Upon the exercise of stock appreciation rights, exercising recipients will receive payments in RMB, subject to any withholding tax, equal to the number of stock appreciation rights exercised times the difference between the exercise price and market price of the H shares at the time of exercise. Stock appreciation rights have been awarded in units, with each unit representing the value of one H share. No shares of common stock will be issued under the stock appreciation rights plan. According to the Company's plan, all stock appreciation rights will have an exercise period of five years from the date of award and will not be exercisable before the fourth anniversary of the date of award unless specific market or other conditions have been met. On 26 February 2010, the Board of Directors of the Company extended the exercise period of all stock appreciation rights, which is also subject to government policy. As at 31 December 2020, there were 55.01 million units outstanding and exercisable (as at 31 December 2019: same). As at 31 December 2020, the amount of intrinsic value for the vested stock appreciation rights was RMB480 million (as at 31 December 2019: RMB735 million). The fair value of the stock appreciation rights is estimated on the date of valuation at each reporting date using lattice- based option valuation models based on expected volatility from 35% to 40%, an expected dividend yield of no higher than 6% and a risk-free interest rate ranging from 0.03% to 0.51%. The Company recognised a gain of RMB255 million in the net fair value through profit or loss in the consolidated comprehensive income representing the fair value change of the rights during the year ended 31 December 2020 (2019: fair value loss of RMB258 million). RMB480 million and RMB13 million were included in salary and staff welfare payable included under other liabilities for the units not exercised and exercised but not paid as at 31 December 2020 (as at 31 December 2019: RMB735 million and RMB13 million), respectively. There was no unrecognised compensation cost for the stock appreciation rights as at 31 December 2020 (as at 31 December 2019: nil). (10,202) 33 DIVIDENDS A distribution of RMB201 million (inclusive of tax) to the holders of Core Tier 2 Capital Securities was approved by management in 2020 according to the authorisation by the Board of Directors, which was delegated by the General Meeting. Pursuant to a resolution passed at the meeting of the Board of Directors on 25 March 2021, a final dividend of RMB0.64 (inclusive of tax) per ordinary share totalling approximately RMB18,089 million for the year ended 31 December 2020 was proposed for shareholders' approval at the forthcoming Annual General Meeting. The dividend has not been recorded in the consolidated financial statements for the year ended 31 December 2020. 206 China Life Insurance Company Limited | Annual Report 2020 | Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 34 DISCLOSURES ABOUT THE TEMPORARY EXEMPTION FROM IFRS 9 According to IFRS 4 Amendments, the Company made the assessment based on the Group's financial position of 31 December 2015, concluding that the carrying amount of the Group's liabilities arising from contracts within the scope of IFRS 4, which includes any deposit components or embedded derivatives unbundled from insurance contracts, was significant compared to the total carrying amount of all its liabilities. The percentage of the total carrying amount of its liabilities connected with insurance relative to the total carrying amount of all its liabilities is greater than 90 percent. There had been no significant change in the activities of the Group since then that requires reassessment. Therefore, the Group's activities are predominantly connected with insurance, meeting the criteria to apply temporary exemption from IFRS 9. Sino-Ocean, China Unicom, CGB and certain associates of the Group, have adopted IFRS 9. According to IFRS 4 Amendments, the Group elected not to apply uniform accounting policies when using the equity method for these associates. (a) The tables below present the fair value of the following groups and fair value changes for the years of financial assets(i) under IFRS 9: Held for trading financial assets Financial assets that are managed and whose performance are evaluated on a fair value basis Other financial assets - Financial assets with contractual terms that give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding ("SPPI") - Financial assets with contractual terms that do not give rise to SPPI Total Pursuant to the shareholders' approval at the Annual General Meeting on 29 June 2020, a final dividend of RMB0.73 (inclusive of tax) per ordinary share totalling RMB20,633 million in respect of the year ended 31 December 2019 was declared and paid in 2020. The dividend has been recorded in the consolidated financial statements for the year ended 31 December 2020. (15,199) (23,554) (32,373) Payable to the third-party holders of consolidated structured entities 20 OTHER LIABILITIES For the year ended 31 December 2020 Notes to the Consolidated Financial Statements (continued) Deferred tax assets: - deferred tax assets to be recovered after 12 months - deferred tax assets to be recovered within 12 months Subtotal Deferred tax liabilities: - deferred tax liabilities to be settled after 12 months - deferred tax liabilities to be settled within 12 months Subtotal Net deferred tax liabilities As at As at 31 December 31 December 2020 2019 RMB million RMB million 10,882 7,508 6,292 5,844 17,174 13,352 (28,107) (19,906) (4,266) (3,648) Held for trading financial assets Financial assets that are managed and whose performance are evaluated on a fair value basis Other financial assets - AA AA- Subtotal Overseas AAA A+ A A- BBB+ BBB- Not rated Subtotal Total 208 China Life Insurance Company Limited | Annual Report 2020 | Financial Report Carrying amount (iii) As at As at 31 December 2020 RMB million 31 December 2019 RMB million 719,142 657,905 1,207,034 893,336 4,197 7,671 170 1,163 3,000 3,000 AA+ Interest payable to policyholders AAA Domestic - Financial assets with contractual terms that do not give rise to SPPI Total For the year ended 31 December 2020 RMB million 161,570 2019 RMB million 141,608 1,978,361 929,597 3,069,528 1,615,856 860,644 2,618,108 Fair value changes for the year ended 31 December 2020 RMB million 2019 RMB million 22,414 19,057 (11,064) 6,029 55,151 77,741 66,501 102,827 (i) Only including securities at fair value through profit or loss, loans (excluding policy loans), available-for-sale securities and held-to-maturity securities. China Life Insurance Company Limited | Annual Report 2020 | Financial Report 207 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 34 DISCLOSURES ABOUT THE TEMPORARY EXEMPTION FROM IFRS 9 (continued) (b) The table below presents the credit risk exposure(ii) for aforementioned financial assets with contractual terms that give rise to SPPI: Rating not required (iv) Salary and welfare payable Brokerage and commission payable Payable to constructors (i) Realised gains were generated mainly from available-for-sale securities. 1,287 288 3,714 (3,749) 1,575 (35) 24,925 4,504 (11,917) (2,638) 13,008 1,866 14,583 1,831 (ii) During the year ended 31 December 2020, the Group recognised an impairment charge of RMB111 million (2019: RMB888 million) of available-for-sale funds, an impairment charge of RMB11,732 million (2019: RMB1,750 million) of available-for-sale sale stock securities, an impairment charge of RMB74 million (2019: nil) of available-for-sale other equity securities, an impairment reverse of RMB16 million (2019: an impairment charge of RMB1,027 million) of available-for-sale debt securities, an impairment reverse of RMB275 million (2019: an impairment charge of RMB2,718 million) of loans and an impairment charge of RMB3 million (2019: RMB4 million) of held-to-maturity securities, for which the Group determined that objective evidence of impairment existed. 200 China Life Insurance Company Limited | Annual Report 2020 | Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 24 NET FAIR VALUE GAINS THROUGH PROFIT OR LOSS For the year ended 31 December 2020 2019 Debt securities Equity securities Stock appreciation rights Financial liabilities at fair value through profit or loss Derivative financial instruments Total RMB million (583) RMB million 22,997 Total 778 18,279 Subtotal Equity securities RMB million 2019 RMB million 44,757 38,229 22,695 21,373 3,482 3,546 24,185 21,823 798 981 25,860 31,948 772 26,695 27,111 161 154,497 139,919 For the year ended 31 December 2020, the interest income included in investment income was RMB129,514 million (2019: RMB117,115 million). All interest income was accrued using the effective interest method. 23 NET REALISED GAINS ON FINANCIAL ASSETS For the year ended 31 December 2020 2019 RMB million RMB million Debt securities Realised gains (i) Impairment (ii) Subtotal Realised gains (i) Impairment (ii) 1,933,543 255 (648) 1,998 1,811 3,329 2,594 7,418 7,051 11,475 11,318 14,113 16,139 21,400 42,654 RMB million RMB million 2019 2020 31 December 31 December As at As at Total Non-current Current Total Others Stock appreciation rights (Note 32) Tax payable Interest payable of debt instruments Agent deposits 1,320 (258) 1,327 674 2020 For the year ended 31 December Total Securities purchased under agreements to resell Loans (380) at fair value through profit or loss - available-for-sale securities Equity securities - at fair value through profit or loss - available-for-sale securities -held-to-maturity securities Debt securities 22 INVESTMENT INCOME For the year ended 31 December 2020 Notes to the Consolidated Financial Statements (continued) China Life Insurance Company Limited | Annual Report 2020 | Financial Report 199 As required by the CIRC Order [2008] No. 2, "Measures for Administration of Statutory Insurance Fund", all insurance companies have to pay the statutory insurance fund contribution from 1 January 2009. The Group is subject to the statutory insurance fund contribution, (i) at 0.15% and 0.05% of premiums and accumulated policyholder deposits from life policies with guaranteed benefits and life policies without guaranteed benefits, respectively; (ii) at 0.8% and 0.15% of premiums from short-term health policies and long-term health policies, respectively; (iii) at 0.8% of premiums from accident insurance contracts, at 0.08% and 0.05% of accumulated policyholder deposits from accident investment contracts with guaranteed benefits and without guaranteed benefits, respectively. When the accumulated statutory insurance fund contributions reach 1% of total assets, no additional contribution to the statutory insurance fund is required. 21 STATUTORY INSURANCE FUND 81,114 104,426 81,114 104,426 81,114 104,426 18,632 20,157 748 493 889 1,563,075 Financial assets with contractual terms that give rise to SPPI 25 313 495 239 35 97 3,103 781 (i) According to Cai Shui [2019] No. 72, Notice on Pre-tax Deduction Policy of Commissions and Handling Charges for Insurance Companies, the commissions and handling charges incurred by insurance companies related to its operating activities, which do not exceed 18% of the total premium income of the year after deducting surrender premium, etc., are allowed to be deducted in calculating the taxable income, and the excessive part is allowed to be brought forward to subsequent years. This notice issued above was effective from 1 January 2019 and applicable to the final settlement and payment of enterprise income tax filing for the year ended 31 December 2018. Accordingly, the Company's current income tax for the year ended 31 December 2019 was deducted by RMB5,154 million regarding to the final settlement and payment. (ii) Non-taxable income mainly includes interest income from government bonds, dividend income from applicable equity securities, etc. Expenses not deductible for tax purposes mainly include donations and other expenses that do not meet the criteria for deduction according to the relevant tax regulations. (c) As at 31 December 2020 and 31 December 2019, the amounts of deferred tax assets and liabilities are as follows: Deferred tax assets Deferred tax liabilities Net deferred tax assets Net deferred tax liabilities As at 31 December 2020 RMB million 17,174 (32,373) As at 31 December 2019 RMB million 13,352 (23,554) 87 (15,286) 128 (10,330) China Life Insurance Company Limited | Annual Report 2020 | Financial Report 203 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 29 TAXATION (continued) (c) As at 31 December 2020 and 31 December 2019, the amounts of deferred tax assets and liabilities are as follows (continued): As at 31 December 2020 and 31 December 2019, deferred income tax was calculated in full on temporary differences under the liability method using the principal tax rate of 25%. The movements in net deferred income tax assets and liabilities during the period were as follows: Net deferred tax assets/(liabilities) As at 1 January 2019 202 30 (9,589) (5,228) RMB million 6,588 (3,485) RMB million 614 167 3,103 781 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 29 TAXATION (continued) (d) The analysis of net deferred tax assets and deferred tax liabilities is as follows: (b) The reconciliation between the Group's effective tax rate and the statutory tax rate of 25% in the PRC (2019: same) is as follows: Profit before income tax Tax computed at the statutory tax rate Adjustment on current income tax of previous period (i) Non-taxable income (ii) Expenses not deductible for tax purposes (ii) Unused tax losses Others Income tax at the effective tax rate For the year ended 31 December 2020 2019 RMB million RMB million 54,488 59,795 13,622 14,949 (464) (10,787) 2019 - Available-for-sale securities · Portion of fair value changes on 88 1,557 (14,673) 2,914 (10,202) 1,557 (14,673) 2,914 (10,202) 1,787 1,759 (61) 3,485 990 4,334 (9,446) (26) (22,386) 2,853 (9,446) 990 (26) (15,199) (i) The deferred tax liabilities arising from the insurance category are mainly related to the change of long-term insurance contract liabilities at 31 December 2008 as a result of the first time adoption of IFRSS in 2009 and the temporary differences of short-term insurance contract liabilities and policyholder dividends payable. (ii) The deferred tax arising from the investments category is mainly related to the temporary differences of unrealised gains/(losses) on available-for-sale securities, securities at fair value through profit or loss, and others. (iii) The deferred tax arising from the others category is mainly related to the temporary differences of employee salaries and welfare costs payable. Unrecognised deductible tax losses of the Group amounted to RMB3,300 million as at 31 December 2020 (as at 31 December 2019: RMB1,321 million). Unrecognised deductible temporary differences of the Group amounted to RMB1 million as at 31 December 2020 (as at 31 December 2019: RMB1 million). 204 China Life Insurance Company Limited | Annual Report 2020 | Financial Report Notes to the Consolidated Financial Statements (continued) 88 - 4,880 (16,260) available-for-sale securities attributable to participating policyholders - Others As at 31 December 2019 As at 1 January 2020 (Charged)/credited to net profit (Charged)/credited to other comprehensive income - Available-for-sale securities · Portion of fair value changes on available-for-sale securities attributable - to participating policyholders . Others As at 31 December 2020 Insurance Investments RMB million RMB million Others RMB million Total RMB million (i) (ii) (iii) (5,308) 3,927 1,985 (2,428) 2,638 276 1,257 (167) 4,880 (16,260) 2020 (Charged)/credited to net profit (Charged)/credited to other comprehensive income 202 China Life Insurance Company Limited | Annual Report 2020 | Financial Report 117,129 (3,520) 113,609 Accident and health claims and claim adjustment expenses 53,073 (678) 52,395 Increase in insurance contract liabilities 415,186 414,797 Total 585,388 (4,587) 580,801 For the year ended 31 December 2019 Life insurance death and other benefits 130,975 (3,098) 127,877 Accident and health claims and claim adjustment expenses Increase in insurance contract liabilities 51,394 (611) 50,783 331,523 (716) Life insurance death and other benefits 330,807 For the year ended 31 December 2020 RMB million 4,014 For the year ended 31 December 3,654 3,541 45 35 112 135 13 14 24 25 3,873 7,794 1,937,416 1,570,869 (121) 832 21,900 19,251 25 INSURANCE BENEFITS AND CLAIMS EXPENSES Gross Ceded Net RMB million RMB million Total (389) (4,425) RMB million 2020 Remuneration in respect of audit services provided by auditors Foreign exchange losses/(gains) Depreciation and amortisation Contribution to the defined contribution pension plan Housing benefits Employee salaries and welfare costs For the year ended 31 December Profit before income tax is stated after charging/(crediting) the following: 28 PROFIT BEFORE INCOME TAX 4,255 3,747 106 113 2019 RMB million 589 19,523 1,317 Total tax charges Deferred taxation Current taxation – Enterprise income tax (a) The amount of taxation charged to net profit represents: Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax relates to the same tax authority. 29 TAXATION 60 63 67 513,892 4,379 5,161 2,905 2,455 1,189 20,125 566 (119) 1,503 509,467 1,168 Benefits of investment contracts are mainly the interest credited to investment contracts. China Life Insurance Company Limited | Annual Report 2020 | Financial Report 201 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 27 FINANCE COSTS Interest expenses for securities sold under agreements to repurchase Interest expenses for bonds payable Interest expenses for interest-bearing loans and borrowings Interest on lease liabilities 26 INVESTMENT CONTRACT BENEFITS For the year ended 31 December 2020 2019 RMB million RMB million 1,565 2,392 Total indirectly 100.00% USD452 100.00% 100.00% USD452 100.00% indirectly indirectly 100.00% New Fortune Wisdom Limited indirectly indirectly Wisdom Forever Limited Partnership 100.00% RMB571 Shanghai Yuan Shu Yuan Jiu Investment directly Management Partnership (Limited 99.98% RMB571 RMB35 99.98% RMB606 directly directly Management Partnership (Limited Partnership) ("Yuan Shu Yuan Jiu") Shanghai Yuan Shu Yuan Pin Investment 99.98% New Capital Wisdom Limited RMB35 99.98% RMB606 indirectly directly Increase 89.997% RMB1,530 100.00% RMB1,530 100.00% directly directly CL Health Franklin Shenzhen Company USD2 100.00% indirectly indirectly China Life Insurance Company Limited | Annual Report 2020 | Financial Report 211 directly 100.00% indirectly indirectly Guo Yang Guo Sheng Percentage of holding Amount million RMB2,835 million RMB315 99.997% million Decrease As at 31 December 2020 Percentage of holding As at 31 December 2019 Subsidiaries (f) Percentages of holding of related parties with control relationship and changes during the year (continued) 35 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) For the year ended 31 December 2020 Notes to the Consolidated Financial Statements (continued) Amount million RMB3,150 directly Partnership) ("Yuan Shu Yuan Pin") 99.99% RMB4,000 RMB801 99.99% CBRE Global Investors U.S. Investments I, RMB2,859 indirectly indirectly 100.00% - RMB1,063 RMB1,063 Shengyi Jingsheng Partnership) ("Yuanxiang Tianyi") directly directly Management Partnership (Limited 100.00% RMB3,660 LLC ("CG Investments") directly RMB9 ("CL Pension Industry") (i) Beijing China Life Pension Industry Partnership) ("CL Guang De") 100.00% directly directly Investment Fund Partnership (Limited 99.95% RMB295 RMB285 99.95% RMB10 China Life Guangde(Tianjin) Equity directly 99.98% RMB533 99.98% RMB533 directly Ning Investment Partnership (Limited 99.98% - RMB1,680 99.98% RMB1,680 Ningbo Meishan Bonded Port Area Bai Wansheng") directly directly (Limited Partnership) ("Shanghai 99.98% RMB4,012 RMB12 99.98% directly Shanghai Wansheng Industry Partnership Partnership) ("Bai Ning") RMB484 Wuhu Yuanxiang Tianyi Investment Partnership) ("Yuanxiang Tianfu") directly directly Management Partnership (Limited 99.98% RMB533 99.98% RMB533 Wuhu Yuanxiang Tianfu Investment indirectly indirectly 100.00% - RMB484 100.00% Hope Building USD1,125 USD2 USD1,125 Shanghai Rui Chong Investment Co., Limited RMB200 CL Wealth RMB1,288 CL AMP ("Suzhou Pension Company") Retirement Investment Company Limited RMB1,991 RMB1,991 China Life (Suzhou) Pension and ("Pension Company") RMB3,400 RMB3,400 China Life Pension Company Limited RMB4,000 RMB4,000 AMC 2020 million RMB4,600 RMB4,600 CLIC million million million Decrease Increase 2019 Name of related party RMB6,800 │││ RMB1,288 RMB200 RMB6,800 Amount million As at 31 December 2020 CLIC As at 31 December 2019 Shareholder (f) Percentages of holding of related parties with control relationship and changes during the year 35 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) For the year ended 31 December 2020 Notes to the Consolidated Financial Statements (continued) 210 China Life Insurance Company Limited | Annual Report 2020 | Financial Report The table above does not include the partnerships and the subsidiaries which were not set up or invested in Mainland China that having control relationship with the Group. These partnerships and subsidiaries do not have related information about registered capital. ("Hope Building") RMB484 As at 31 December RMB1,131 Dalian Hope Building Company Ltd. RMB1,131 Xi'an Shengyi Jingsheng Real Estate Co., Ltd. ("Shengyi Jingsheng") ("Franklin Shenzhen Company") Investment Fund Management Co., Limited USD2 RMB1,530 USD2 China Life Franklin (Shenzhen) Equity Co., Limited ("CL Health") RMB1,530 China Life (Beijing) Health Management ("Rui Chong Company") RMB484 Percentage of holding 31 December (e) Registered capital of related parties with control relationship and changes during the year (ii) Credit risk ratings for domestic assets are provided by domestic qualified external rating agencies and credit risk ratings for overseas assets are provided by overseas qualified external rating agencies. 8,246 11,859 Fair value RMB million 8,237 9 11,834 25 RMB million Carrying amount (iii) As at 31 December 2019 4,970 7,391 4 24 4,966 7,367 RMB million RMB million Fair value Carrying amount (iii) As at 31 December 2020 Total Domestic Overseas Total Overseas Domestic 34 DISCLOSURES ABOUT THE TEMPORARY EXEMPTION FROM IFRS 9 (continued) (c) The table below presents financial assets without low credit risk for aforementioned financial assets with contractual terms that give rise to SPPI: For the year ended 31 December 2020 Notes to the Consolidated Financial Statements (continued) (iii) For financial assets measured at amortised cost, the carrying amount before adjusting impairment allowance is disclosed here. (iv) Mainly including government bonds and policy financial bonds. 35 SIGNIFICANT RELATED PARTY TRANSACTIONS (a) Related parties with control relationship Information of the parent company is as follows: Under common control of CLIC Under common control of CLIC A pension fund jointly set up by the Company and others Under common control of CLIC Under common control of CLIC Under common control of CLIC Relationship with the Company as "China Life Investment Holding Company Limited")("CLI") China Life Ecommerce Company Limited ("CL Ecommerce") China Life Healthcare Investment company limited ("CLHI") China Life Enterprise Annuity Fund ("EAP") China Life Investment Management Company Limited (Formerly known China Life Insurance (Overseas) Company Limited ("CL Overseas") RMB9 China Life Real Estate Co., Limited ("CLRE") Significant related parties (d) Other related parties Refer to Note 9 for the basic and related information of associates and joint ventures. (c) Associates and joint ventures Refer to Note 42(d) for the basic and related information of subsidiaries. As at (b) Subsidiaries For the year ended 31 December 2020 Notes to the Consolidated Financial Statements (continued) China Life Insurance Company Limited | Annual Report 2020 | Financial Report 209 Wang Bin State-owned Legal representative Nature of ownership Relationship with the Company Immediate and ultimate holding company Insurance services including receipt of premiums and payment of benefits in respect of the in-force life, health, accident and other types of personal insurance business, and the reinsurance business; holding or investing in domestic and overseas insurance companies or other financial insurance institutions; fund management business permitted by national laws and regulations or approved by the State Council of the People's Republic of China; and other businesses approved by insurance regulatory agencies. Principal business Location of registration Beijing, China CLIC Name 35 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) 100.00% Percentage million 100.00% Glorious Fortune Forever Limited directly directly 100.00% RMB1,167 100.00% RMB1,167 New Aldgate Limited directly directly 100.00% RMB6,800 100.00% RMB6,800 Rui Chong Company indirectly indirectly 100.00% 100.00% King Phoenix Tree Limited directly directly 100.00% 100.00% Golden Phoenix Tree Limited indirectly 100.00% directly directly CL Hotel Investor, L.P. China Century Core Fund Limited directly directly 100.00% RMB2,435 100.00% RMB2,435 Fortune Bamboo Limited directly directly 100.00% RMB1,876 100.00% indirectly RMB1,876 directly directly 100.00% RMB1,993 100.00% RMB1,993 Golden Bamboo Limited directly directly 100.00% RMB95 RMB95 100.00% Sunny Bamboo Limited Increase 100.00% 100.00% 74.27% RMB2,746 Pension Company directly directly 60.00% RMB1,680 60.00% RMB1,680 AMC million Percentage of holding Amount Decrease million million million Increase Amount of holding As at 31 December 2020 As at 31 December 2019 Percentage Subsidiaries 68.37% of holding Amount million RMB19,324 68.37% RMB19,324 Decrease million - R RMB2,746 74.27% directly and RMB200 CL Wealth indirectly indirectly 85.03% RMB1,095 85.03% RMB1,095 CL AMP directly directly 100.00% RMB1,991 RMB200 RMB205 RMB1,786 Suzhou Pension Company indirectly indirectly Company Limited ("AMC HK") 50.00% HKD130 50.00% HKD130 China Life Franklin Asset Management indirectly indirectly directly and 100.00% 99.90% 284 China Life Qihang Phase I (Tianjin) Amount due from CL Overseas The resulting balances due from and to significant related parties of the Group Amount due from CLIC RMB million RMB million As at 31 December 2019 2020 31 December As at The following table summarises the balances due from and to significant related parties. The balances of the Group are all unsecured. The balances of the Group are non-interest-bearing and have no fixed repayment dates except for deposits with CGB, wealth management products and other securities of CGB, and corporate bonds issued by Sino-Ocean. (h) Amounts due from/to significant related parties 35 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) For the year ended 31 December 2020 Notes to the Consolidated Financial Statements (continued) China Life Insurance Company Limited | Annual Report 2020 | Financial Report 216 (viii) These transactions constitute continuing connected transactions which are subject to reporting and announcement requirements but are exempt from independent shareholders' approval requirements under Chapter 14A of the Listing Rules. The Company has complied with the disclosure requirements in accordance with Chapter 14A of the Listing Rules. On 25 November 2020, the Company and CLHI signed a new aged-care projects management service agreement, effective from 1 January 2020 to 31 December 2021. In accordance with the agreement, the Company entrusted CLHI to operate and manage existed aged-care projects and paid CLHI a management service fee. The management service fee was calculated and payable on a seasonal basis, by multiplying the total amount of the investments under management (based on the daily weighted average investment amount) by the annual rate of 2.7%. Amount due from CLP&C 348 334 43 Amount deposited with CGB (38) Amount due to CLHI 2 2 Amount due from CLRE (401) (447) On 1 January 2019, the Company and Pension Company renewed an entrusted agency agreement for pension business acted by life business. The agreement is effective from 1 January 2019 to 31 December 2021. The business means that Pension Company entrusted the Company to sell enterprise annuity funds, pension security business, occupational pension business and the third-party asset management business. The commissions agreed upon in the agreement include the daily business commissions and the annual promotional plans commissions. According to the agreement, the commissions for the entrusting service of enterprise annuity fund management, which is the core business of Pension Company, are calculated at 30% to 80% of the annual entrusting management fee revenues, depending on the duration of the agreement. The commissions for account management service are calculated at 60% of the first year's account management fee and were only charged for the first year, regardless of the duration of the agreement. The commissions for investment management services, in accordance with the duration of the agreement, are calculated at 60% to 3% of the annual investment management fee (excluding risk reserves for investment), decreasing annually. The commissions of the group pension plan are, in accordance with the duration of the contracts, calculated at 50% to 3% of the annual investment management fee, decreasing annually; the commissions of the personal pension plan are calculated at 30% to 50% of the annual investment management fee according to the various rates of the daily management fee applied to the various individual pension management products in all of the management years; the commissions of occupation annuity and third-party asset management business are in accordance with the provision of annual promotional plans, which should be determined by both parties on a separate occasion. The commissions charged to Pension Company by the Company are eliminated in the consolidated statement of comprehensive income of the Group. 18 (31) (22) Amount due to CLI Amount due from CLI Amount due to CLP&C 334 245 56 32 On 28 December 2018, the Company and CGB signed another insurance agency agreement to distribute corporate group insurance products. The corporate group insurance products suitable for distribution through bancassurance channels are included in the agreement. The Company paid the agency commission by multiplying the net amount of total premiums received from the sale of each category group insurance product after deducting the surrender premiums, by the responding fixed commission rate. The commission rates for various insurance products sold by CGB are agreed by reference to comparable market prices of independent third-parties. The commissions are paid on a monthly basis. The agreement is effective for two years from 1 January 2019, with an automatic one-year renewal if no objections were raised by either party upon expiry. On 19 October 2018, the Company and CGB renewed an insurance agency agreement to distribute insurance products. All individual insurance products suitable for distribution through bancassurance channels are included in the agreement. CGB provides agency services, including the sale of insurance products, collecting premiums and paying benefits. The Company paid the agency commission by multiplying the net amount of total premiums received from the sale of each category individual insurance products after deducting the surrender premiums in the hesitation period, by the responding fixed commission rate. The commission rates for various insurance products sold by CGB are agreed based on arm's length transactions. The commissions are payable on a monthly basis. On 22 August 2020, the Company and CGB renewed an insurance agency agreement to distribute insurance products, effective from the signing date to 22 August 2022. On 29 December 2017, the Company renewed a property leasing agreement with CLI, effective from 1 January 2018 to 31 December 2020, pursuant to which CLI leased to the Company certain buildings of its own. Annual rental payable by the Company to CLI in relation to the CLI properties is determined either by reference to the market rent, or, the costs incurred by CLI in holding and maintaining the properties, plus a margin of approximately 5%. The rental was paid on a semi-annual basis, and each payment was equal to one half of the total annual rental. On 31 December 2020, the Company renewed a property leasing agreement with CLI, effective from 1 January 2021 to 31 December 2021. (g) Transactions with significant related parties (continued) 35 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) For the year ended 31 December 2020 Notes to the Consolidated Financial Statements (continued) 214 China Life Insurance Company Limited | Annual Report 2020 | Financial Report 10,965 206 301 Distribution of profits from the other subsidiaries to the Company Notes: 14,429 other subsidiaries and the Company Transactions between the consolidated structured entities/ 2,210 3,864 to the Company Distribution of profits from other associates and joint ventures and the Company Transaction between other associates and joint ventures Distribution of profits from the consolidated structured entities to the Company 71,419 (i) (ii.a) In December 2018, CLIC renewed an asset management agreement with AMC, entrusting AMC to manage and make investments for its insurance funds. The agreement is effective from 1 January 2019 to 31 December 2021. In accordance with the agreement, CLIC paid AMC a basic service fee at the rate of 0.05% per annum for the management of insurance funds. The service fee was calculated on a monthly basis and payable on a seasonal basis, by multiplying the average book value of the assets under management (after deducting the funds and interests of positive repurchase transactions and deducting the principal and interests of debt and equity investment schemes, project asset-backed schemes and customised non-standard products) at the beginning and the end of any given month by the rate of 0.05%, divided by 12. According to specific projects, debt investment schemes, equity investment plans, project asset-backed plans, and customised non-standard products are based on the contractual agreed rate, without paying for an extra management fee. At the end of each year, CLIC assessed the investment performance of the assets managed by AMC, compared the actual results against benchmark returns and made adjustment to the basic service fee. In July 2020, CLIC revised the asset management agreement with AMC, effective from 1 July 2020 to 31 December 2022. The annual rate of the basic service fee has been changed from 0.05% to 0.08%, and the other terms mentioned above remain unchanged. On 31 January 2018, the Company and CLP&C signed a new insurance agency framework agreement, whereby CLP&C entrusted the Company to act as an agent to sell designated insurance products in certain authorised jurisdictions. The agency fee was determined based on cost (tax included) plus a margin. The agreement is effective for three years, from 8 March 2018 to 7 March 2021. On 31 December 2018, the Company and AMC HK renewed the management agreement of insurance funds investment, which is effective from 1 January 2019 to 31 December 2021. In accordance with the agreement, the Company entrusted AMC HK to manage and make investments for its insurance funds and paid AMC HK an asset management fee on a seasonal basis and the maximum investment management fee paid annually is RMB30 million. The management fee rate for financial products, such as investment plans, project asset-backed plans, customised products and insurance asset management products, set up by AMC HK in the industry permitted by regulatory policies, is set according to contractual terms. The management fee rate for the directive investment operation of term deposits, common stocks, funds, financial products and other investment products, universal account B-2 and entrusted assets account alike was 0.02%; the management fee rate for unlisted equity investment was 0.3%; the management fee rate for customised investment portfolio was agreed upon the management fee of market-oriented entrusted investment. Asset management fees charged to the Company by AMC HK are eliminated in the consolidated statement of comprehensive income. (vii) (vi) (v) (iv) (iii) (ii.f) On 26 December 2017, the Company and CLIC renewed a renewable insurance agency agreement, effective from 1 January 2018 to 31 December 2020. The Company performs its duties of insurance agents in accordance with the agreement, but does not acquire any rights and profits or assume any obligations, losses and risks as an insurer of the non-transferable policies. The policy management fee was payable semi-annually, and is equal to the sum of (1) the number of policies in force as at the last day of the period, multiplied by RMB8.0 per policy and (2) 2.5% of the actual premiums and deposits received during the period, in respect of such policies. The policy management fee income is included in other income in the consolidated statement of comprehensive income. On 31 December 2020, the Company and the CLIC renewed the insurance agency agreement. This agreement is effective from 1 January 2021 to 31 December 2021. Notes (continued): 35 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) For the year ended 31 December 2020 Notes to the Consolidated Financial Statements (continued) China Life Insurance Company Limited | Annual Report 2020 | Financial Report 215 (ii.e) On 28 December 2018, the Company and AMC renewed the agreement for the management of insurance funds, effective from 1 January 2019 to 31 December 2021. In accordance with the agreement, the Company entrusted AMC to manage and make investments for its insurance funds and paid AMC a fixed investment management service fee and a variable investment management service fee. The fixed annual service fee was calculated and payable on a seasonal basis, by multiplying the average net value of the assets under management by the rate of 0.05%; the variable investment management service fee was payable annually, based on the results of performance evaluation, at 20% of the fixed service fee per annum. On 1 July 2020, the Company and AMC revised the agreement for the management of insurance funds, effective from 1 July 2020 to 31 December 2022. The calculation method of the fixed annual service fee has been changed from five ten thousandths of the net value of the total investment assets to daily accrued fixed service fee by multiplying the net value of the total investment assets on the day by the variety-based annual investment management fee rate divided by 360. The other terms above remain unchanged. Asset management fees charged to the Company by AMC are eliminated in the consolidated statement of comprehensive income. (ii.d) On 31 December 2018, the Company and CLI renewed a management agreement of alternative investment of insurance funds, effective from 1 January 2019 to 31 December 2020. In accordance with the agreement, the Company entrusted CLI to engage in investment, operation and management of equities, real estate and related financial products, and securitised financial products under the instructions of the annual guidelines. The Company paid CLI an asset management fee and a performance related bonus based on the agreement. For fixed-income projects, the management fee rate was between 0.05% and 0.6% according to different ranges of returns; for non-fixed-income projects, the management fee rate for invested projects was 0.3%, the management fee rates for newly signed projects were between 0.05% and 0.3% according to CLI's involvement in project management and the performance-related bonus is based on the internal return rate upon expiry of the project. In addition, the Company adjusts the investment management fees for fixed-income projects and non-fixed-income projects based on the annual evaluation results on CLI's performance. The adjustment (variable management fee) ranges from negative 10% to positive 15% of the investment management fee in the current period. (ii.c) On 15 May 2018, CLP&C renewed an agreement for the management of insurance funds with AMC, entrusting AMC to manage and make investments for its insurance funds, effective from 1 January 2018 to 31 December 2019. The agreement was subject to an automatic one-year renewal if no objections were raised by both parties upon expiry. From 1 January 2020, the agreement automatically renewed for one year. In accordance with the agreement, CLP&C paid AMC a fixed service fee and a variable service fee. The fixed service fee was calculated on a monthly basis and payable on an annual basis, by multiplying the average net asset value of assets of each category under management at the beginning and the end of any given month by the responding annual investment management fee rate, divided by 12. The variable service fee was payable on an annual basis, and linked to investment performance. On 1 July 2020, CLP&C formulated asset management investment guidelines. The guidelines were effective from 1 July 2020 and modified the fixed service fee rate with AMC from the annual investment management fee rate for assets of each category under management to 0.08%, while the other terms above remained unchanged. (ii.b) In 2018, CL Overseas renewed an investment management agreement with AMC HK, effective from 1 January 2018 to 31 December 2022. In accordance with the agreement, CL Overseas entrusted AMC HK to manage and make investments for its insurance funds and paid AMC HK a basic investment management fee and an investment performance fee. The basic investment management fee was accrued by multiplying the weighted average total funds by the basic fee rate. The investment performance fee was calculated based on the difference between the total actual annual yields and predetermined net realised yield. The basic investment management fee was calculated and payable on a semi-annual basis. The investment performance fee was payable according to the total actual annual yield at the end of each year. (g) Transactions with significant related parties (continued) 10 59,420 603 overseas listed (ii) Total Including: domestic listed Owned by other equity holders Owned by CLIC (i) As at 31 December 2020, the Company's share capital was as follows: 28,264,705,000 Registered, authorised, issued and fully paid Ordinary shares of RMB1 each RMB million As at 31 December 2020 No. of shares 36 SHARE CAPITAL As at 31 December 2020, most of the bank deposits of the Group were with state-owned banks; the issuers of corporate bonds and subordinated bonds held by the Group were mainly state-owned enterprises. For the year ended 31 December 2020, a large portion of group insurance business of the Group was with state-owned enterprises; the majority of bancassurance commission charges were paid to state-owned banks and postal offices; and the majority of the reinsurance agreements of the Group were entered into with a state-owned reinsurance company. Under IAS 24 Related Party Disclosures ("IAS 24"), business transactions between state-owned enterprises controlled by the PRC government are within the scope of related party transactions. CLIC, the ultimate holding company of the Group, is a state-owned enterprise. The Group's key business is insurance and investment related and therefore the business transactions with other state-owned enterprises are primarily related to insurance and investment activities. The related party transactions with other state-owned enterprises were conducted in the ordinary course of business. Due to the complex ownership structure, the PRC government may hold indirect interests in many companies. Some of these interests may, in themselves or when combined with other indirect interests, be controlling interests which may not be known to the Group. Nevertheless, the Group believes that the following captures the material related parties and has applied IAS 24 exemption and disclosed only qualitative information. (j) Transactions with state-owned enterprises 35 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) For the year ended 31 December 2020 Notes to the Consolidated Financial Statements (continued) (i) All shares owned by CLIC are domestic listed shares. As at 31 December 2019 No. of shares RMB million Investment Fund (Limited Partnership) 218 China Life Insurance Company Limited | Annual Report 2020 | Financial Report (ii) Overseas listed shares are traded on the Stock Exchange of Hong Kong Limited and the New York Stock Exchange. 28,265 28,264,705,000 7,441 7,441,175,000 1,500 China Life Insurance Company Limited | Annual Report 2020 | Financial Report 217 1,500,000,000 8,941,175,000 19,324 19,323,530,000 RMB million No. of shares As at 31 December 2020 28,265 28,265 28,264,705,000 8,941 The total compensation package for the Company's key management personnel for the year ended 31 December 2020 has not yet been finalised in accordance with regulations of the relevant PRC authorities. The final compensation will be disclosed in a separate announcement when determined. The compensation of 2019 has been approved by the relevant authorities. The total compensation of 2019 was RMB29 million, including a deferred payment about RMB6 million. 29 15 (68) (17) Amount due to CL Ecommerce 13 12 8 7 Amount due from Sino-Ocean The resulting balances due from and to subsidiaries of the Company 922 Corporate bonds of Sino-Ocean (75) (51) Amount due to CGB 894 1,240 Amount due from CGB 844 361 Wealth management products and other financial instruments of CGB Amount due to AMC (381) Salaries and other benefits RMB million RMB million 2019 2020 For the year ended 31 December (i) Key management personnel compensation 118 (1,293) 114 (35) (43) Amount due to Pension Company 30 39 Amount due from Pension Company (8) Amount due to AMC HK Amount due from Rui Chong Company 285 Amount due from CL Ecommerce Transaction between CL Guang De and the Company 71 (iv) Property leasing expenses charged by CLI 43 43 Payment of rental, project fee and other expenses to CLRE 271 Dividend from CLP&C (Note 9) 51 54 Rental and a service fee received from CLP&C 2,297 2,211 (iii) (viii) Agency fee received from CLP&C 16 14 78 Retained asset management fee received from CLI 3 13 Commission expenses charged by CGB 2,584 2,938 Interest on deposits received from CGB Transactions between CGB and the Group 106 (vii) Payment of a operation management service fee to CLHI Claim and other payments received from CLP&C 5 Payment of real estate purchase to CLI 39 63 Property leasing income received from CLI 653 651 (ii.d) (viii) Payment of asset management fee to CLI 135 48 52 14 2020 For the year ended 31 December The following table summarises significant transactions carried out by the Group with its significant related parties: (g) Transactions with significant related parties 35 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) For the year ended 31 December 2020 Notes to the Consolidated Financial Statements (continued) 212 China Life Insurance Company Limited | Annual Report 2020 | Financial Report 2019 (i) CL Pension Industry and China Life Qihang Fund I were newly included in the consolidated financial statements of the Group for the year ended 31 December 2020. 99.99% RMB1 RMB1 directly Qihang Fund I") (i) (Limited Partnership) ("China Life Capital contribution to CL Guang De Equity Investment Fund Partnership directly (v) Notes RMB million 41 (ii.c) 86 73 Asset management fee received from CL Overseas Asset management fee received from CLP&C Payment of insurance premium to CLP&C 122 147 3,092 RMB million 14,106 125 (ii.a) Asset management fee received from CLIC Distribution of dividends from the Company to CLIC Distribution of profits from AMC to CLIC 575 564 (i) (viii) Policy management fee received from CLIC Transactions with CLIC and its subsidiaries 89 189 (ii.b) Dividend from CGB (Note 9) Transaction between Rui Chong Company and the Company Capital contribution to Suzhou Pension Company Transaction between Suzhou Pension Company and the Company (ii.f) Payment of an asset management fee to AMC HK Transaction between AMC HK and the Company 2019 RMB million RMB million Notes 2020 For the year ended 31 December The following table summarises significant transactions carried out by the Group with its significant related parties: (continued) (g) Transactions with significant related parties (continued) 35 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) For the year ended 31 December 2020 Notes to the Consolidated Financial Statements (continued) China Life Insurance Company Limited | Annual Report 2020 | Financial Report 213 Rental fee charged by Rui Chong Company Transaction between CL Hotel Investor, L.P. and the Company Capital contribution to CL Hotel Investor, L.P. Capital withdrawal from CL Health Transaction between Guo Yang Guo Sheng and the Company Capital withdrawal from Guo Yang Guo Sheng 801 Transaction between CG Investments and the Company Capital contribution to CG Investments 158 12 Transaction between Shanghai Wansheng and the Company Capital contribution to Shanghai Wansheng 35 Transaction between Yuan Shu Yuan Pin and the Company Capital withdrawal from Yuan Shu Yuan Pin 35 00 Transaction between Yuan Shu Yuan Jiu and the Company Capital withdrawal from Yuan Shu Yuan Jiu 200 47 95 445 200 205 18 18 100 8 Transaction between CL Health and the Company Marketing fee income for promotion of annuity business from Pension Company Distribution of profits from other associates and joint ventures Transaction between other associates and joint ventures and the Group 1,003 1,140 Contribution to EAP 2 27 26 to the Group (Note 9) 20 Management fee charged by Sino-Ocean Interest of corporate bonds received from Sino-Ocean 369 178 14 Dividend from Sino-Ocean (Note 9) 550 Transactions between Sino-Ocean and the Group 30 4,254 Transaction between EAP and the Group Transactions between AMC and the Company (vi) 2,574 sales of annuity funds and other businesses 54 Agency fee received from Pension Company for entrusted 54 40 Rental received from Pension Company Transactions between Pension Company and the Company 68 57 220 Distribution of profits from AMC 1,353 2,089 (ii.e) (viii) 183 Payment of an asset management fee to AMC 578 1,133 231 As at 31 December 2020 42 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS 1,942 For the year ended 31 December 2020 Statement of financial position 2,487 Notes to the Consolidated Financial Statements (continued) 31 December RMB million RMB million 2019 2020 31 December As at Later than five years Total As at As at 222 China Life Insurance Company Limited | Annual Report 2020 | Financial Report 768 1,526 193 31 December 6,162 2020 Investments in associates and joint ventures 63,228 Later than one year but not later than five years 42(e) 88,951 42(d) Investments in subsidiaries 3,914 42(c) Investment properties 3,272 2,823 42(b) 49,230 50,159 42(a) Right-of-use assets Property, plant and equipment ASSETS RMB million RMB million Notes 2019 As at 31 December Not later than one year 223,435 (b) Operating lease commitments 2019 2020 31 December 31 December As at As at The following is a summary of the significant contingent liabilities: 40 PROVISIONS AND CONTINGENCIES For the year ended 31 December 2020 Notes to the Consolidated Financial Statements (continued) RMB million China Life Insurance Company Limited | Annual Report 2020 | Financial Report 221 42,654 122,249 2,664 34,992 19,556 At 31 December 2020 (78) Others 157,401 (78) 1,320 As lessor, the future minimum rentals receivable under non-cancellable operating leases are as follows: RMB million 523 68,807 82,017 64,866 3,941 3,063 78,954 RMB million RMB million 2019 2020 31 December 403 31 December As at Total Property, plant and equipment Investments Contracted, but not provided for The Group had the following capital commitments relating to property development projects and investments: (a) Capital commitments 41 COMMITMENTS The Group involves in certain lawsuits arising from the ordinary course of business. In order to accurately disclose the contingent liabilities for pending lawsuits, the Group analysed all pending lawsuits case by case at the end of each interim and annual reporting period. A provision will only be recognised if management determines, based on third-party legal advice, that the Group has present obligations and the settlement of which is expected to result in an outflow of the Group's resources embodying economic benefits, and the amount of such obligations could be reasonably estimated. Otherwise, the Group will disclose the pending lawsuits as contingent liabilities. As at 31 December 2020 and 2019, the Group had other contingent liabilities but disclosure of such was not practical because the amounts of liabilities could not be reliably estimated and were not material in aggregate. Pending lawsuits As at 154,501 59,219 42(f) Annuity and other insurance balances payable 113,189 116,584 42(p) Securities sold under agreements to repurchase 34,990 34,992 18 Bonds payable 2,842 55,031 2,416 112,593 267,804 288,212 122,510 Policyholder dividends payable 2,552,736 2,973,225 56 16 15 Investment contracts Lease liabilities Insurance contracts 51,019 53,021 3,721,503 3,747 Total liabilities and equity Total equity Retained earnings Other equity instruments Share capital Equity Total liabilities Reserves Premiums received in advance 602 21 Statutory insurance fund 10,890 15,909 42(0) Deferred tax liabilities 56,701 42(q) Other liabilities 60,898 384 Liabilities LIABILITIES AND EQUITY 3,630,180 Derivative financial assets 1,037,629 117,473 127,404 42(k) Securities at fair value through profit or loss 1,187,153 42(j) Available-for-sale securities 5,653 5,653 10.7 42(i) 528,754 521,886 42(h) Term deposits 594,913 638,849 42(g) Loans 927,892 1,188,509 Statutory deposits - restricted 428 Securities purchased under agreements to resell 42(1) 4,127,416 Total assets 48,802 50,692 Cash and cash equivalents 29,081 24,479 42(n) Other assets 5,161 6,095 13 Reinsurance assets 17,281 20,730 12 Premiums receivable 41,005 44,582 42(m) Accrued investment income 1,963 5,888 Held-to-maturity securities 3,632 activities 2 20,045 At 31 December 2019 (91) (91) Others 4,255 4,147 106 2 Interest expense 34,990 2,239 New leases (501) (501) structured entities 137 137 (31,233) (3,072) 11,993 (73,552) 2,239 (1,348) 3,091 21,400 93 54,268 1,402 45,525 (3,639) 21,254 4,912 40,502 (1,618) 317 118,088 cash flows 198,941 1,327 21,400 118,088 3,091 34,990 20,045 At 1 January 2020 198,941 1,327 Changes from financing 34,988 (242) 224,135 interest the third-party liability- payable to Other Other liability- control of consolidated Changes arising from losing Foreign exchange movement cash flows Interest- Changes from financing 39 NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS Changes in liabilities arising from financing activities For the year ended 31 December 2020 Notes to the Consolidated Financial Statements (continued) 220 China Life Insurance Company Limited | Annual Report 2020 | Financial Report Under related PRC law, dividends may be paid only out of distributable profits. Any distributable profits that are not distributed in a given year are retained and available for distribution in the subsequent years. (c) Pursuant to "Financial Standards of Financial Enterprises - Implementation Guide" issued by the Ministry of Finance of the PRC on 30 March 2007, for the year ended 31 December 2020, the Company appropriated 10% of net profit under CAS which amounted to RMB5,009 million to the general reserve for future uncertain catastrophes, which cannot be used for dividend distribution or conversion to share capital increment (2019: RMB5,857 million). In addition, pursuant to the CAS, the Group appropriated RMB150 million to the general reserve of its subsidiaries attributable to the Company in the consolidated financial statements (2019: RMB98 million). (b) Approved at the Annual General Meeting in June 2020, the Company appropriated RMB5,857 million to the discretionary reserve fund for the year ended 31 December 2019 based on net profit under CAS (2019: RMB1,275 million). (a) Pursuant to the relevant PRC laws, the Company appropriated 10% of its net profit under Chinese Accounting Standards ("CAS") to statutory reserve which amounted to RMB5,009 million for the year ended 31 December 2020 (2019: RMB5,857 million). 237,890 182 At 1 January 2019 bearing Securities loans and 252 9,407 192,141 2,185 20,150 RMB million RMB million RMB million RMB million RMB million RMB million RMB million Total 3,264,264 entities financing structured related to payable holders of consolidated sold under agreements to repurchase Lease liabilities Bonds payable borrowings 53,860 113 As at 31 December 2020 (1,055) method fund reserve fund reserve operations method Total RMB million RMB million RMB million RMB million RMB million RMB million RMB million RMB million RMB million RMB million (a) the equity As at 1 January 2019 1,084 (5,412) 69 34,659 33,370 31,933 (254) 149,309 Other comprehensive income for the year 53,860 34,006 foreign reserve Discretionary Interest expense 1,156 1,156 New leases (751) (751) structured entities control of consolidated Changes arising from losing (806) General (806) 21,226 available- loss under Statutory on translating loss under Share premium Other reserves for-sale securities the equity Foreign exchange movement 687 230 20 1,148 28,594 756 40,516 34,645 37,888 (24) (162) 197,221 Other comprehensive income 53,860 for the year 646 (965) 344 25,699 Appropriation to reserves 5,009 5,857 5,159 16,025 Others 25,674 As at 1 January 2020 197,221 (162) (76) 34,847 Appropriation to reserves 5,857 1,275 5,955 13,087 Other comprehensive income to retained earnings (86) (86) Others 64 64 As at 31 December 2019 53,860 1,148 28,594 756 40,516 34,645 37,888 (24) (1,055) 36 Charge for the year 28,265 Total Others Buildings As at 31 December 2019 As at 1 January 2019 Net book value As at 31 December 2019 Deductions Charge for the year As at 1 January 2019 RMB million Impairment Deductions Charge for the year As at 1 January 2019 Accumulated depreciation As at 31 December 2019 Deductions Additions As at 1 January 2019 Cost 42 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (b) Right-of-use assets (continued) As at 31 December 2019 For the year ended 31 December 2020 2,578 2,579 For the year ended 31 December 2020 Notes to the Consolidated Financial Statements (continued) China Life Insurance Company Limited | Annual Report 2020 | Financial Report 227 The Group had no significant profit or loss from subleasing right-of-use assets or sale and leaseback transactions for the year ended 31 December 2020 (2019: same). 3,272 1 2,579 1 2,578 3,271 (1,176) 1 29 (1,176) 29 (1,205) 4,448 1 4,447 (130) (130) 1,999 1,999 (1,205) 42 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (c) Investment properties Notes to the Consolidated Financial Statements (continued) 2,823 Deductions Charge for the year As at 1 January 2020 Impairment As at 31 December 2020 Deductions Charge for the year As at 1 January 2020 Accumulated depreciation As at 31 December 2020 As at 31 December 2020 Deductions RMB million Total Others Buildings Cost 42 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (b) Right-of-use assets For the year ended 31 December 2020 Notes to the Consolidated Financial Statements (continued) China Life Insurance Company Limited | Annual Report 2020 | Financial Report 225 49,230 As at 1 January 2020 Additions 226 China Life Insurance Company Limited | Annual Report 2020 | Financial Report Net book value 4,447 1 2,822 As at 31 December 2020 3,272 1 3,271 (2,238) 391 (1,453) (2,238) As at 1 January 2020 391 (1,176) (1,453) 5,061 1 5,060 (490) (490) 1,103 1,103 4,448 1 (1,176) Cost As at 1 January 2020 Additions As at 31 December 2020 2020 RMB million 2019 RMB million 450,051 450,051 403,764 395,973 7,791 6,880 5,578 6,880 5,578 As at 31 December Refer to Note 33 for the information of distribution to other equity instruments holders of the Company for the year ended 31 December 2020. Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 38 RESERVES Other Unrealised comprehensive gains/ income (losses) reclassifiable from China Life Insurance Company Limited | Annual Report 2020 | Financial Report 219 to profit or 31 December Equity attributable to ordinary equity holders of non-controlling interests 43,047 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 37 OTHER EQUITY INSTRUMENTS (a) Basic information Core Tier 2 Capital Securities Total As at As at 31 December 31 December As at 2019 RMB million 7,791 7,791 RMB million Decrease RMB million (7,791) 2020 RMB million (7,791) The Company issued Core Tier 2 Capital Securities at par with the nominal value of USD1,280 million on 3 July 2015, and listed such securities on the Stock Exchange of Hong Kong Limited on 6 July 2015. The securities were issued in the specified denomination of USD200,000 and integral multiples of USD1,000 in excess thereof. After a deduction of the issue expense, the total amount of the proceeds raised from this issuance was USD1,274 million or RMB7,791 million. The issued capital securities have a term of 60 years, extendable upon expiry. Distributions shall be payable on the securities semi-annually and the Company has the option to redeem the securities at the end of the fifth year after issuance and on any distribution payment date thereafter. The initial distribution rate for the first five interest-bearing years is 4.00% and if the Company does not exercise this option, the rate of distribution will be reset based on the comparable US treasury yield plus a margin of 2.294% at the end of the fifth year and every five years thereafter. The Company has redeemed the securities at the end of the fifth year. (b) Equity attributable to equity holders Equity attributable to equity holders of the Company Equity attributable to ordinary equity holders of the Company Equity attributable to other equity instruments holders of the Company Equity attributable to non-controlling interests Increase Exchange differences Other comprehensive income non- reclassifiable As at 31 December 2019 As at 1 January 2019 Fair value As at 31 December 2019 As at 1 January 2019 Net book value As at 31 December 2019 Accumulated depreciation As at 1 January 2019 Additions As at 31 December 2019 Deductions Buildings RMB million As at 1 January 2019 Additions As at 31 December 2020 As at 1 January 2020 Fair value As at 31 December 2020 As at 1 January 2020 Net book value As at 31 December 2020 Additions As at 1 January 2020 Accumulated depreciation Cost 4,387 2,409 6,796 to profit or 228 China Life Insurance Company Limited | Annual Report 2020 | Financial Report The fair value of investment properties of the Company as at 31 December 2020 amounted to RMB7,878 million (as at 31 December 2019: RMB5,462 million), which was estimated by the Company having regards to valuations performed by an independent appraiser. The investment properties were classified as Level 3 in the fair value hierarchy. 5,462 4,886 3,914 3,525 (473) (115) (358) 4,387 (16) 520 3,883 RMB million Buildings 7,878 5,462 6,162 3,914 (634) (161) (473) 1,028 13,657 518 2,763 Disposals (2,762) (372) (189) (690) (1,511) Charge for the year (19,106) (1,543) (823) 308 (5,329) As at 1 January 2020 Accumulated depreciation 70,698 2,746 10,568 1,330 7,773 48,281 As at 31 December 2020 (1,761) (11,411) (143) 771 137 2,763 31,264 As at 1 January 2020 Net book value (25) (1) (24) As at 31 December 2020 Disposals Charge for the year 138 (25) (24) As at 1 January 2020 Impairment (20,514) (1,778) (874) (5,248) (12,614) As at 31 December 2020 1,354 (1) (142) (901) (575) under Motor vehicles fixtures Buildings Assets Office equipment furniture and Cost 42 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (a) Property, plant and equipment For the year ended 31 December 2020 Notes to the Consolidated Financial Statements (continued) Leasehold China Life Insurance Company Limited | Annual Report 2020 | Financial Report 223 4,127,416 365,916 405,913 135,692 143,577 194,168 234,071 42(s) 7,791 42(r) 3,630,180 construction improvements Total RMB million Disposals (2,098) (2,098) Transfers into investment properties 6,317 5,459 131 580 147 Additions (121) 318 (6,451) 2 6,010 Transfers upon completion 68,361 2,571 13,658 1,341 8,092 42,699 As at 1 January 2020 518 28,265 13,657 49,230 866 79 162 577 48 Disposals (2,398) (276) (188) (598) As at 31 December 2019 (1,336) (1,346) (797) (5,308) (10,123) As at 1 January 2019 Accumulated depreciation 68,361 2,571 13,658 1,341 (17,574) 8,092 (11,411) (823) 31,264 As at 31 December 2019 43,192 800 14,030 522 2,150 25,690 As at 1 January 2019 Net book value (5,329) (25) (24) As at 31 December 2019 Disposals Charge for the year (25) (24) As at 1 January 2019 Impairment (19,106) (1,543) (1) 42,699 As at 31 December 2019 (996) As at 1 January 2019 RMB million Total Leasehold improvements under construction vehicles Motor Assets Office equipment furniture and fixtures Buildings 35,837 Cost For the year ended 31 December 2020 Notes to the Consolidated Financial Statements (continued) 224 China Life Insurance Company Limited | Annual Report 2020 | Financial Report 50,159 968 10,567 456 2,525 35,643 As at 31 December 2020 42 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (a) Property, plant and equipment (continued) 7,458 1,319 14,031 (107) (39) (171) (602) (77) Disposals (520) (520) Transfers into investment properties 9,258 7,988 193 1,002 75 Additions (172) 532 (7,802) 234 6,864 Transfers upon completion 60,791 2,146 1,028 (989) Notes to the Consolidated Financial Statements (continued) Within one year 47,028 53,166 8,971 9,349 6,418 4,213 Subtotal Unlisted Listed overseas 581 64 31,058 39,540 Total Listed in Hong Kong, PRC Equity securities 70,445 74,238 Subtotal 136 38,786 47,889 Unlisted 31,523 26,132 217 Listed overseas Listed in Mainland, PRC Debt securities Total Listed in Mainland, PRC Subtotal 127,404 Unlisted debt securities include those traded on the Chinese interbank market and those not publicly traded. Unlisted equity securities include those not traded on stock exchanges, which are mainly open-ended funds with public market price quotations. As at 236 China Life Insurance Company Limited | Annual Report 2020 | Financial Report Total Current Non-current Total Others Due from related parties Investments receivable and prepaid Tax prepaid Automated policy loans Disbursements Land use rights (n) Other assets 117,473 Total Current Total Others Debt securities Bank deposits (m) Accrued investment income Total Within 30 days Maturing: 42 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (I) Securities purchased under agreements to sell For the year ended 31 December 2020 Notes to the Consolidated Financial Statements (continued) China Life Insurance Company Limited | Annual Report 2020 | Financial Report 235 Non-current 117,473 127,404 47,028 2019 2020 As at 31 December 31 December As at Others Common stocks Funds Equity securities Subtotal Others Corporate bonds Government agency bonds RMB million Government bonds (k) Securities at fair value through profit or loss Total After ten years After five years but within ten years After one year but within five years Within one year Maturing: Debt securities - Contractual maturity schedule 42 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (j) Available-for-sale securities (continued) For the year ended 31 December 2020 234 China Life Insurance Company Limited | Annual Report 2020 | Financial Report Unlisted debt securities include those traded on the Chinese interbank market and those not publicly traded. Unlisted equity securities include those not traded on stock exchanges, which are mainly open-ended funds with public market price quotations, wealth management products and private equity funds. 1,037,629 Debt securities RMB million 36,802 25,578 53,166 20 262 37,309 9,699 9,771 43,133 70,445 74,238 942 1,485 64,838 68,569 4,633 32 1,469 2,715 RMB million RMB million 2019 31 December As at As at 31 December 2020 497,355 565,102 100,470 137,665 224,393 266,057 146,914 124,578 31 December As at 31 December 2020 2019 1,787 (Charged)/credited to net profit (10,890) 2,630 (15,077) 1,557 As at 1 January 2020 (10,890) 2,630 (15,077) 1,557 As at 31 December 2019 4,880 1,710 4,880 (16,181) (16,181) (970) 1,381 2,515 115 (3,070) 1,985 4,174 (5,308) Total RMB million Others RMB million RMB million Investments policyholders (84) 3,413 (Charged)/credited to other comprehensive income (27,921) - deferred tax liabilities to be settled after 12 months - deferred tax liabilities to be settled within 12 months Deferred tax liabilities: 12,442 16,057 5,588 6,006 6,854 10,051 - deferred tax assets to be recovered within 12 months Subtotal - deferred tax assets to be recovered after 12 months Deferred tax assets: RMB million RMB million 31 December 2019 2020 31 December As at As at (ii) The analysis of deferred tax assets and deferred tax liabilities during the year is as follows: 990 (15,909) 2,546 (22,789) 990 4,334 As at 31 December 2020 - Portion of fair value changes on available-for- sale securities attributable to participating policyholders (9,422) (9,422) - Available-for-sale securities Insurance 1,187,153 sale securities attributable to participating - Available-for-sale securities As at 31 December As at 31 December 41,005 44,582 980 980 40,025 43,602 41,005 44,582 4,243 6,191 2020 24,723 12,039 12,298 RMB million 2019 31 December As at As at 31 December 2020 RMB million 1,963 5,888 1,963 5,888 RMB million RMB million 26,093 2019 RMB million RMB million (Charged)/credited to other comprehensive income (Charged)/credited to net profit As at 1 January 2019 (i) The movements in deferred tax assets and liabilities during the year are as follows: Net deferred tax assets/(liabilities) 42 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (o) Deferred tax For the year ended 31 December 2020 Notes to the Consolidated Financial Statements (continued) 29,081 24,479 7,340 7,572 21,741 16,907 29,081 24,479 4,114 3,574 661 714 2,619 1,554 5,615 2,257 3,377 3,522 5,430 5,349 7,265 7,509 - Portion of fair value changes on available-for- 540,274 622,051 291,448 1,188,509 534,432 811,027 241,155 205,928 128,078 146,287 24,227 25,267 RMB million RMB million As at 31 December 2019 2020 927,892 31 December 232 China Life Insurance Company Limited | Annual Report 2020 | Financial Report Net value Impairment Total After one year but within five years After five years but within ten years After ten years Within one year Maturing: Net value Impairment Total Other loans Policy loans (g) Loans As at As at As at 31 December 2020 27,256 124,531 103,666 221,464 279,286 213,096 231,084 RMB million 2019 31 December As at RMB million 2020 31 December As at 594,913 638,849 (2,718) (2,443) 597,631 641,292 422,759 440,562 174,872 200,730 RMB million 2019 31 December RMB million Total 38,540 After ten years After one year but within five years 17,244 137,257 154,501 2,900 157,401 RMB million RMB million 2019 2020 Total Listed in Mainland, PRC Unlisted Debt securities Total Subordinated bonds/debts Government agency bonds Corporate bonds 154,501 Government bonds (f) Held-to-maturity securities As at 31 December Investments in associates and joint ventures As at 1 January (e) Investments in associates and joint ventures Collective Fund Trust Scheme Investment management RMB5,000 million 99.98% directly Jiao Yin Guo Xin ⚫ CLI-China Nonferrous Metal Investment management RMB5,000 million 99.98% directly Debt securities As at As at 31 December 2020 Maturing: Debt securities - Contractual maturity schedule As at 31 December 2020, no accumulated impairment loss for the investment of held-to-maturity securities has been recognised by the Company (as at 31 December 2019: same). 42 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (f) Held-to-maturity securities (continued) For the year ended 31 December 2020 Notes to the Consolidated Financial Statements (continued) China Life Insurance Company Limited | Annual Report 2020 | Financial Report 231 The estimated fair value of all held-to-maturity securities was RMB1,224,617 million as at 31 December 2020 (as at 31 December 2019: RMB967,662 million). Unlisted debt securities include those traded on the Chinese interbank market. 927,892 1,188,509 718,983 973,052 208,909 215,457 927,892 1,188,509 112,702 104,668 197,676 201,343 401,799 617,515 215,715 264,983 RMB million RMB million 2019 31 December After five years but within ten years (19,835) 641,292 (2,443) 20,559 1,037,629 20,559 1,187,153 519,715 601,492 90,733 137,287 32,640 13,013 58,314 53,778 236,241 301,106 101,787 (i) Other available-for-sale securities mainly include unlisted equity investments, private equity funds and perpetual bonds. 96,308 565,102 101,569 130,734 53,922 81,795 147,109 134,513 171,108 168,912 23,647 49,148 RMB million RMB million 497,355 Debt securities Listed in Mainland, PRC Unlisted 313,421 1,458 278 95,428 108,493 151,940 199,859 497,355 565,102 451,455 523,636 45,900 41,466 RMB million RMB million 2019 2020 31 December 31 December As at As at Total Subtotal Unlisted Listed overseas Listed in Hong Kong, PRC Listed in Mainland, PRC Equity securities Subtotal 2019 597,631 2020 31 December As at Total After one year but within five years Within one year Contractual maturity schedule: As at 31 December 2020, the Company's term deposits of RMB750 million (as at 31 December 2019: RMB 1,491 million) were deposited in banks to back overseas borrowings and are restricted to use. Please refer to Note 10.3 for the details. (i) Statutory deposits - restricted 528,754 7,830 418,441 102,483 60,324 459,822 1,740 521,886 RMB million RMB million 31 December 2019 As at 31 December 31 December As at After five years but within ten years Total After one year but within five years Within one year Maturing: 42 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (h) Term deposits For the year ended 31 December 2020 Notes to the Consolidated Financial Statements (continued) 594,913 638,849 (2,718) 2020 2020 RMB million As at 31 December 2019 RMB million As at Total Others (i) Equity securities Available-for-sale securities, at cost Subtotal Others (i) Wealth management products Preferred stocks Common stocks Funds Equity securities Subtotal Others (i) Subordinated bonds/debts Corporate bonds Government agency bonds Government bonds Debt securities Available-for-sale securities, at fair value 42 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (j) Available-for-sale securities For the year ended 31 December 2020 Notes to the Consolidated Financial Statements (continued) China Life Insurance Company Limited | Annual Report 2020 | Financial Report 233 Insurance companies in China are required to deposit an amount that equals to 20% of their registered capital with banks in compliance with regulations of the CBIRC. These funds may not be used for any purpose other than for paying off debts during liquidation proceedings. 5,653 5,653 5,653 5,653 As at 31 December (4,045) RMB million Subtotal Investment PRC 99.99% directly Not applicable Investment (i) The above subsidiaries are registered as limited companies in accordance of the Company Law of the People's Republic of China. (ii) The above subsidiaries are registered as limited liability partnerships in accordance of the Law of the People's Republic of China on Partnerships. Non-controlling interests in subsidiaries are not significant to the Company. China Life Insurance Company Limited | Annual Report 2020 | Financial Report 229 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 42 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (d) Investments in subsidiaries (continued) (ii) The table below presents the basic information of the Company's major consolidated structured entities as at 31 December 2020: Name CL Asset-Yuanliu No.1 Insurance Asset Management Product CL Investment-China Eastern Airlines Group Equity Investment Scheme Kun Lun Trust ⚫Tianjin Urban Communications Construction No. 1 Collective Fund Trust Scheme Jiao Yin Guo Xin • Shaanxi Coal and Chemical Industry Group Co., Ltd. Debt-to-Equity Swap Collective Fund Trust Scheme Shan Guo Tou⚫Jing Tou Corporate Trust Loan Collective Funds Trust Scheme China Life-China Hua Neng Debt-to-Equity Swap Investment Scheme Jiao Yin Guo Xin • China Aluminium Co., Ltd. Supply-side Reform Collective Fund Trust Scheme Jian Xin Trust • CL Guo Xin Collective Fund Trust Scheme Guang Da Hui Ying No. 8 Collective Fund Trust Scheme Chongqing Trust Fund • Guo Rong No.4 Collective Fund Trust Scheme Percentage of shares held Trust/ investments received Principal activities 37.72% directly RMB21,103 million Investment management and indirectly Not applicable 100.00% directly RMB11,000 million 99.90% directly China Life Qihang Fund I (ii) Not applicable Investment PRC 99.98% directly Not applicable Investment PRC 99.98% directly Not applicable Investment PRC 99.98% directly Not applicable Investment PRC 100.00% indirectly RMB1,131 million Investment USA 99.99% directly Not applicable Investment PRC 99.95% directly Not applicable Investment CL Pension Industry (ii) PRC 99.98% directly Investment management 75.00% directly RMB10,000 million Investment management and indirectly Zhong Xin Jing Cheng • Tianjin Port Group Loans Collective Fund Trust Scheme 100.00% directly RMB6,000 million Investment management CL Investment-COSCO Marine Debt Investment 71.67% directly RMB6,000 million Investment management Scheme Guang Da Hui Ying No. 11 Collective Fund Trust Scheme 72.41% directly RMB5,800 million Investment management China Life-Tianjin Metro Infrastructure Debt Investment Scheme 93.91% directly RMB5,750 million Investment management 230 China Life Insurance Company Limited | Annual Report 2020 | Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 42 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (d) Investments in subsidiaries (continued) (ii) The table below presents the basic information of the Company's major consolidated structured entities as at 31 December 2020 (continued): Name Bridge Heng Yi 604 Collective Fund Trust Scheme China Life-Hua Neng Development of Infrastructure Debt Investment Scheme Percentage of shares held 80.97% directly and indirectly 100% directly Trust/ investments received RMB5,330 million Principal activities Investment management RMB5,000 million RMB7,900 million Investment management 99.99% directly RMB10,001 million Investment management 88.61% directly Investment management 100.00% directly RMB10,000 million Investment management 100.00% directly RMB10,000 million Investment management Investment management 99.99% directly RMB10,000 million Investment management 99.99% directly RMB10,000 million 89.00% directly RMB10,000 million Investment management 85.00% directly RMB9,998 million Investment management Jiao Yin Guo Xin Jing Tou Corporate Collective Funds Trust Scheme 91.93% directly (3,497) Shang Xin-Ningbo Wu Lu Si Qiao PPP Collective Fund Trust Scheme 88.02% directly RMB9,343 million Investment management China Life-Yanzhou Coal Mining Debt Investment 100.00% directly RMB9,000 million Investment management Scheme Zhong Hang Trust Fund • Tian Qi [2020] No.372 China Eastern Airlines Equity Instrument Investment Collective Fund Trust Scheme Kun Lun Trust-China Metallurgical No.1 Collective Fund Trust Scheme 99.99% directly RMB9,000 million Investment management 86.25% directly RMB8,000 million Investment management Jiang Su Trust-Xin Bao Sheng No.144 (Jing Tou) Collective Fund Trust Scheme 84.00% directly RMB8,000 million China Life-Huaneng International Infrastructure Debt Investment Scheme PRC Investment RMB484 million Rui Chong Company (i) New Aldgate Limited PRC 50.00% indirectly 100.00% directly Not applicable RMB1,991 million PRC PRC 85.03% indirectly 100.00% indirectly Hong Kong, PRC The British Jersey Island PRC 100.00% directly 100.00% indirectly 100.00% directly RMB1,288 million RMB200 million Not applicable Not applicable RMB6,800 million Principal activities Asset management Pension and annuity Asset management Investment in retirement properties Fund management Financial service Investment Investment Investment Hong Kong, PRC 100.00% directly Not applicable Investment Glorious Fortune Forever Limited Hong Kong, PRC 100.00% directly Not applicable Investment CL Hotel Investor, L.P. King Phoenix Tree Limited Golden Bamboo Limited Sunny Bamboo Limited Fortune Bamboo Limited Golden Phoenix Tree Limited CL AMP (i) Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 42 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (d) Investments in subsidiaries Unlisted investments at cost As at 31 December As at 31 December 2020 2019 RMB million 88,951 RMB million 63,228 (i) The table below presents the basic information of the Company's subsidiaries as at 31 December 2020: Name AMC (i) Pension Company (i) AMC HK Place of incorporation and operation Percentage of equity interest held PRC 60.00% directly PRC 74.27% directly Registered capital RMB4,000 million RMB3,400 million and indirectly Hong Kong, PRC Suzhou Pension Company (i) CL Wealth (i) China Century Core Fund Limited CL Health (i) Franklin Shenzhen Company (i) Guo Yang Guo Sheng (ii) New Capital Wisdom Limited New Fortune Wisdom Limited Wisdom Forever Limited Partnership Yuan Shu Yuan Jiu (ii) The British Virgin Islands The British Cayman Islands 100.00% indirectly Not applicable Investment 100.00% indirectly Not applicable Investment PRC 99.98% directly Not applicable Investment Yuan Shu Yuan Pin (ii) Hope Building (i) Shanghai Wansheng (ii) Bai Ning (ii) Yuanxiang Tianfu (ii) Yuanxiang Tianyi (ii) Shengyi Jingsheng (i) CG Investments CL Guang De (ii) PRC 99.98% directly Not applicable Investment PRC 100.00% indirectly Investment Not applicable 100.00% indirectly The British Virgin Islands USA 100.00% directly Not applicable Investment The British Virgin Islands 100.00% directly Not applicable Investment The British Virgin Islands 100.00% directly Not applicable Investment The British Virgin Islands The British Cayman Islands Investment management 100.00% directly Investment PRC PRC 100.00% indirectly 100.00% directly 100.00% indirectly Not applicable RMB1,530 million USD2 million Investment Health management Investment PRC 89.997% directly Not applicable Investment Not applicable Kun Lun Trust ⚫Jizhong Energy Group Loan Collective Fund Trust Scheme RMB9,988 million Investment management Total RMB million RMB million 95,901 61,539 20,683 51,650 116,584 2019 113,189 113,029 140 8 160 116,584 113,189 As at 31 December 2020, bonds with a carrying value of RMB111,233 million (as at 31 December 2019: RMB89,779 million) were pledged as collateral for financial assets sold under agreements to repurchase resulted from repurchase transactions entered into by the Company in the interbank market. For debt repurchase transactions through the stock exchange, the Company is required to deposit certain exchange- traded bonds into a collateral pool with fair value converted at a standard rate pursuant to the stock exchange's regulation which should be no less than the balance of the related repurchase transaction. As at 31 December 2020, the carrying value of securities deposited in the collateral pool was RMB250,407 million (as at 31 December 2019: RMB253,520 million). The collateral is restricted from trading during the period of the repurchase transaction. 116,436 2020 As at 31 December 31 December (23,332) Net deferred tax liabilities (15,909) (10,890) China Life Insurance Company Limited | Annual Report 2020 | Financial Report 237 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 42 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (p) Securities sold under agreements to repurchase Interbank market Stock exchange market Total Maturing: Within 30 days After 30 days within 90 days After 90 days Total As at (q) Other liabilities (31,966) As at 31 December 2020 RMB million 59,219 56,701 59,219 Total Non-current Current 56,701 56,701 59,219 17,412 19,372 Others 748 493 Stock appreciation rights (Note 32) 409 1,238 238 China Life Insurance Company Limited | Annual Report 2020 | Financial Report 1,249 Interest payable of debt instruments 2019 RMB million Interest payable to policyholders Salary and welfare payable 16,139 14,113 10,060 10,300 Brokerage and commission payable 7,051 7,418 Payable to constructors 2,410 3,065 Agent deposits 1,811 1,998 As at 31 December 634 Tax payable RMB thousand Yin Zhaojun (iii) Wang Junhui (iii) Chang Tso Tung Stephen (ii) Robinson Drake Pike Tang Xin Leung Oi-Sie Elsie Remuneration Benefits paid in kind Pension scheme contributions Total RMB thousand 1,253.0 139.9 86.1 1,479.0 320.0 320.0 320.0 300.0 320.0 320.0 320.0 300.0 (i) Zhao Peng was appointed as executive director on 20 February 2020 and resigned as executive director on 23 April 2020. He did not receive remuneration from the Company. (ii) Chang Tso Tung Stephen resigned as independent non-executive director on 19 October 2020. He will continue to perform as independent non- executive director until the qualification of new independent non-executive director is approved by CBIRC. Liu Huimin (iii) (iii) Wang Bin, Su Hengxuan and other non-executive directors did not receive remuneration from the Company. Yuan Changqing (iii) Li Mingguang 240 China Life Insurance Company Limited | Annual Report 2020 | Financial Report As at As at 31 December 2020 31 December 2019 RMB million RMB million 553 400 953 739 162 188 1,668 1,327 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 43 DIRECTORS', SUPERVISORS', CHIEF EXECUTIVE'S AND SENIOR MANAGEMENT'S REMUNERATION Tang Xin The total compensation package for the directors, supervisors, chief executive and senior management for the year ended 31 December 2020 in accordance with the related measures for compensation management of the Company has not yet been finalised. The amount of the compensation not provided for is not expected to have a significant impact on the Group's 2020 consolidated financial statements. The final compensation will be disclosed in a separate announcement when determined. Total (a) Directors' and chief executive's emoluments The aggregate amounts of emoluments paid to directors and chief executive of the Company for the year ended 31 December 2020 are as follows: Name Wang Bin (iii) Su Hengxuan (iii) Zhao Peng (i) included in total (iv) The above remuneration was calculated based on the relevant employment period during the reporting period. Notes to the Consolidated Financial Statements (continued) 931.6 358.0 1,289.6 36.2 60.0 358.0 1,193.4 Actual paid 596.7 Li Mingguang 840.3 313.3 1,153.6 41.1 59.8 313.3 1,052.7 522.1 530.6 Xu Haifeng 26.4 26.4 17.9 8.5 8.5 Xu Hengping Su Hengxuan Yuan Changqing China Life Insurance Company Limited | Annual Report 2020 | Financial Report 241 Liu Huimin Wang Junhui For the year ended 31 December 2020 43 DIRECTORS', SUPERVISORS', CHIEF EXECUTIVE'S AND SENIOR MANAGEMENT'S REMUNERATION (continued) (a) Directors' and chief executive's emoluments (continued) The aggregate amounts of emoluments paid to directors and chief executive of the Company for the year ended 31 December 2019 are as follows: Name Wang Bin Basic salaries Performance related bonuses Subtotal of salary Deferred payment included in Pension Benefits scheme income salary income in kind contributions Total Deferred payment included in total 320.0 70.0 250.0 Robinson Drake Pike 320.0 70.0 250.0 Chang Tso Tung Stephen Yin Zhaojun 596.7 | 23 | 250.0 70.6 200.7 106.7 1,718.1 70.6 1,647.5 Cao Qingyang 285.8 520.5 806.3 106.2 47.9 960.4 960.4 Wang Xiaoqing 39.6 70.8 110.4 19.6 1,410.7 8.6 927.2 Song Ping 277.5 Luo Zhaohui Tang Yong 47.4 74.9 122.3 18.4 9.4 150.1 150.1 Han Bing 252.8 553.0 805.8 106.1 63.3 975.2 975.2 Huang Xin 483.5 138.6 138.6 The compensation amounts disclosed above for these supervisors for the year ended 31 December 2019 were restated based on the finalised amounts determined during 2020. : www.e-chinalife.com : 86-10-63633333 E-mail Website Telephone Office Address: 16 Financial Street, Xicheng District, Beijing, P. R. China China Life Insurance Company Limited 中国人寿保险股份有限公司 FSC™ C007445 www.fsc.org FSC responsible sources Paper from MIX TM 244 China Life Insurance Company Limited | Annual Report 2020 | Financial Report There was no arrangement under which a director, chief executive or supervisor waived or agreed to waive any remuneration during the year. The emoluments of the five highest paid individuals are the total emoluments paid to them during the year. For the year ended 31 December 2020, no emoluments were paid by the Company to the directors, chief executive, supervisors or any of the five highest paid individuals as an inducement to join or upon joining the Company or compensation for loss of office as a director of any member of the Group or of any other office in connection with the management (2019: nil). ir@e-chinalife.com 5 2019 2020 The supervisors received the compensation amounts disclosed above during their term of office in 2020 and 2019. China Life Insurance Company Limited | Annual Report 2020 | Financial Report 243 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 43 DIRECTORS', SUPERVISORS', CHIEF EXECUTIVE'S AND SENIOR MANAGEMENT'S REMUNERATION (continued) (c) Five highest paid individuals For the year ended 31 December 2020, the five individuals whose emoluments were the highest in the Company include one director and one supervisor (2019: one director and one supervisor). Details of the remuneration of the five highest paid individuals are as follows: Basic salaries, housing allowances, other allowances and benefits in kind Pension scheme contributions 33.0 Total RMBO - RMB 1,000,000 RMB1,000,001 - RMB2,000,000 RMB2,000,001 - RMB3,000,000 RMB3,000,001 - RMB4,000,000 RMB4,000,001 - RMB4,500,000 2020 2019 RMB thousand 7,317 431 7,748 RMB thousand 14,125 459 14,584 Number of individuals For the year ended 31 December The emoluments fell within the following bands: 310.5 21.8 24.9 Jia Yuzeng Han Bing Cao Qingyang Wang Xiaoqing Luo Zhaohui (i) Song Ping (ii) Remuneration Benefits paid in kind Pension scheme contributions Total RMB thousand 1,432.0 139.4 86.1 1,657.5 505.5 207.3 129.7 842.5 593.6 Name The aggregate amounts of emoluments paid to supervisors of the Company for the year ended 31 December 2020 are as follows: (b) Supervisors' emoluments 43 DIRECTORS', SUPERVISORS', CHIEF EXECUTIVE'S AND SENIOR MANAGEMENT'S REMUNERATION (continued) 70.0 320.0 Leung Oi-Sie Elsie 250.0 50.0 300.0 320.0 320.0 320.0 207.9 320.0 320.0 300.0 300.0 The compensation amounts disclosed above for these directors and the chief executive for the year ended 31 December 2019 were restated based on the finalised amounts determined during 2020. The directors and chief executive received the compensation amounts disclosed above during their term of office in 2020 and 2019. In addition to the directors' emoluments disclosed above, certain directors of the Company received emoluments from CLIC, the amounts of which were not apportioned between their services to the Company and their services to CLIC. 242 China Life Insurance Company Limited | Annual Report 2020 | Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 320.0 GI 127.6 518.4 Total in total in total RMB thousand Jia Yuzeng 1,432.0 1,432.0 2,864.0 859.2 137.7 91.8 3,093.5 859.2 2,234.3 Shi Xiangming 98.9 164.9 263.8 33.0 in kind contributions income salary income Actual paid included Deferred payment included 206.9 115.6 840.9 42.1 20.2 8.5 (i) Luo Zhaohui resigned as non-employee representative supervisor on 22 July 2020 and did not receive remuneration from the Company. (ii) Song Ping resigned as non-employee representative supervisor on 3 January 2020. (iii) The above remuneration was calculated based on the relevant employment period during the reporting period. 929.1 70.8 Basic Name salaries Performance related bonuses Subtotal of salary Deferred payment included in Benefits Pension scheme The aggregate amounts of emoluments paid to supervisors of the Company for the year ended 31 December 2019 are as follows: Later than five years Equity attributable to ordinary equity holders of the Company Not later than one year RMB million Total RMB million As at 1 January 2019 53,860 (6,010) 34,611 33,370 31,447 147,278 Other comprehensive income for the year 33,901 33,901 Appropriation to reserves 5,857 1,275 5,857 12,989 As at 31 December 2019 53,860 27,891 40,468 34,645 37,304 194,168 As at 1 January 2020 53,860 RMB million 27,891 RMB million General Later than one year but not later than five years Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 42 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (r) Other equity instruments Equity attributable to equity holders of the Company Equity attributable to other equity instruments holders of the Company As at 31 December As at 31 December 2020 2019 RMB million 405,913 405,913 RMB million 365,916 358,125 7,791 Refer to Note 33 for the information of distribution to other equity instruments holders for the year ended 31 December 2020. (s) Reserves Unrealised gains/ (losses) from Other available-for-sale Share premium reserves RMB million RMB million securities RMB million Statutory reserve fund Discretionary reserve 40,468 reserve fund 37,304 403 523 China Life Insurance Company Limited | Annual Report 2020 | Financial Report 239 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2020 42 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (u) Commitments (i) Capital commitments Capital commitments of the Company relating to property development projects and investments: Contracted, but not provided for Investments Property, plant and equipment Total 31 December As at 31 December 2020 2019 RMB million RMB million 94,586 65,339 3,051 3,505 97,637 68,844 (ii) Operating lease commitments As lessor, the future minimum rentals receivable under non-cancellable operating leases are as follows: 34,645 RMB million RMB million As at Other comprehensive income 194,168 2019 for the year 25,297 25,297 Appropriation to reserves 5,009 5,857 15,875 Others (1,269) (1,269) As at 31 December 2020 53,860 5,009 (1,269) 31 December As at As at Pending lawsuits The following is a summary of the significant contingent liabilities: (t) Provisions and contingencies 31 December 2020 42,313 40,502 45,477 53,188 234,071 The Company's investment portfolio also provides it with a source of liquidity to meet unexpected cash outflows. It is also subject to market liquidity risk due to the large size of its investments in some of the markets in which it invests. In some circumstances, some of its holdings of investment securities may be large enough to have an influence on the market value. These factors may adversely affect its ability to sell these investments or sell them at a fair price. 572 14,232 489 17.0% 11,013 29.2% Liquidity sources Analysis of Cash Flows The Company's cash inflows mainly come from insurance premiums, income from non-insurance contracts, interest income, dividend and bonus, and proceeds from sale and maturity of investment assets. The primary liquidity risks with respect to these cash inflows are the risk of surrender by contract holders and policyholders, as well as the risks of default by debtors, interest rate fluctuations and other market volatilities. The Company closely monitors and manages these risks. The Company's cash and bank deposits can provide it with a source of liquidity to meet normal cash outflows. As at the end of the Reporting Period, the balance of cash and cash equivalents was RMB56,629 million. In addition, the vast majority of its term deposits in banks allow it to withdraw funds on deposits, subject to a penalty interest charge. As at the end of the Reporting Period, the amount of term deposits was RMB545,667 million. Liquidity uses 97.6% During the Reporting Period, profit before income tax from the life insurance business decreased by 33.8% year on year due to the combined impact of the update of discount rate assumptions for reserves of traditional insurance contracts and the change in gross investment income. Profit before income tax from the health insurance business rose by 97.6% year on year mainly due to the growth of short-term health insurance business and business quality improvement. Profit before income tax from the accident insurance business rose by 17.0% year on year mainly due to the growth of the accident insurance business and business quality improvement. Profit before income tax from other businesses rose by 29.2% year on year mainly due to an increase in profits from subsidiaries. 5,875 For the year ended 31 December -33.8% 42,418 28,073 -8.9% 59,795 54,488 Change RMB million 2019 2020 Health insurance business Accident insurance business Other businesses Life insurance business Profit before income tax The Company's principal cash outflows primarily relate to the payables for the liabilities associated with its various life insurance, annuity, accident insurance and health insurance products, operating expenses, income taxes and dividends that may be declared and paid to its equity holders. Cash outflows arising from its insurance activities primarily relate to benefit payments under these insurance products, as well as payments for policy surrenders, withdrawals and policy loans. 11,611 The Company believes that its sources of liquidity are sufficient to meet its current cash requirements. - Consolidated cash flows Profit before Income Tax 3,323 on cash and cash equivalents Net increase/(decrease) in cash and cash equivalents N/A 55 (144) Foreign exchange gains/(losses) The needs for liquidity management -78.5% (36,075) (7,760) Net cash inflow/(outflow) from financing activities management The needs for investment China Life Insurance Company Limited | Annual Report 2020 | Management Discussion and Analysis 27 An increase in premiums due to the steady growth of the Company's business (247,515) (292,797) Net cash inflow/(outflow) from investing activities 6.3% 286,032 304,024 Net cash inflow/(outflow) from operating activities Main Reasons for Change Change 2019 2020 RMB million For the year ended 31 December The Company has established a cash flow testing system, and conducts regular tests to monitor the cash inflows and outflows under various scenarios and adjusts the asset portfolio accordingly to ensure sufficient sources of liquidity. 18.3% ANALYSIS OF SPECIFIC ITEMS 5. 26 22,804 24,983 116,254 127,673 149,109 162,783 169,043 198,596 Net realised gains on financial assets Share of profit of associates and joint ventures Net income from investment properties Investment income from cash and others Net income from fixed-maturity investments Net income from equity investments Net investment income Gross investment income (50) 2020 RMB million For the year ended 31 December Investment income 25 China Life Insurance Company Limited | Annual Report 2020 | Management Discussion and Analysis from 14.98% as at the end of 2019, the percentage of investment in debt-type financial products changed to 11.08% from 11.62% as at the end of 2019, and the percentage of investment in stocks and funds (excluding money market funds) rose to 11.31% from 11.00% as at the end of 2019. As at the end of the Reporting Period, the Company's investment assets reached RMB4,095,454 million, an increase of 14.6% from the end of 2019. Among the major types of investments, the percentage of investment in bonds rose to 41.97% from 39.48% as at the end of 2019, the percentage of term deposits changed to 13.32% Other equity investments include private equity funds, unlisted equities, preference shares, and equity investment plans, etc. Cash and others include cash, cash at banks, short-term deposits and securities purchased under agreements to resell, etc. 2,497 4. Funds include equity funds, bond funds and money market funds, etc. In particular, the balances of money market funds as at 31 December 2020 and 31 December 2019 were RMB1,206 million and RMB1,829 million, respectively. 3. Other fixed-maturity investments include policy loans, statutory deposits-restricted, and interbank certificates of deposits, etc. 1. Debt-type financial products include debt investment schemes, equity investment plans, trust schemes, project asset-backed plans, credit asset-backed securities, specialized asset management plans, and asset management products, etc. 2019 China Life Insurance Company Limited | Annual Report 2020 | Management Discussion and Analysis 31 861 Comprehensive investment yield = (Gross investment income - Interest paid for securities sold under agreements to repurchase + Current net fair value changes of available-for-sale securities recognised in other comprehensive income)/((Investment assets at the end of the previous year - Securities sold under agreements to repurchase at the end of the previous year - Derivative financial liabilities at the end of the previous year + Investment assets at the end of the period - Securities sold under agreements to repurchase at the end of the period - Derivative financial liabilities at the end of the period)/2) During the Reporting Period, there was no material equity investment or non-equity investment of the Company that is subject to disclosure requirements. Major investments The Company insisted on the prudent investment philosophy and carried out comprehensive risk management to prevent various investment risks. Based on a disciplined and scientific internal rating system and a multi-dimensional management mechanism of risk limits, the Company scrutinized credit profiles of targets and risk exposure concentration before investment in a prudent manner and carried out ongoing tracking after investment, effectively controlling credit risks through early detection, early warning and early disposal. Under a market environment where credit default events occurred frequently, no credit default event occurred for the Company in 2020. and state-owned enterprises. As at the end of the Reporting Period, over 99% of the debt-type financial products were rated AAA or above by external rating institutions. In general, the quality of the Company's debt- type financial assets was in good condition and the credit risks were well controlled. 2 The Company's debt-type financial products mainly concentrated on the sectors such as transportation, finance, public utilities and energy, and the financing entities were primarily large central-owned enterprises Credit risk management During the Reporting Period, the Company's net investment income was RMB162,783 million, an increase of RMB13,674 million from 2019, rising by 9.2% year on year. Due to the impact of an overall decline in interest rate during 2020 as well as the maturity of the existing investment assets, the net investment yield was 4.34%, down by 27 base points from 2019. By closely keeping pace with equity market fluctuations and paying constant attention to risk exposures, the Company timely cashed- in spread income, continued to optimize its position structure, and achieved stable investment income. The gross investment income of the Company reached RMB198,596 million, an increase of RMB29,553 million from 2019. The gross investment yield was 5.30%, up by 6 base points from 2019. The comprehensive investment yield2 taking into account the current net fair value changes of available-for-sale securities recognized in other comprehensive income was 6.33%, down by 95 base points from 2019. Gross investment yield = (Gross investment income - Interest paid for securities sold under agreements to repurchase)/((Investment assets at the end of the previous year - Securities sold under agreements to repurchase at the end of the previous year - Derivative financial liabilities at the end of the previous year + Investment assets at the end of the period - Securities sold under agreements to repurchase at the end of the period - Derivative financial liabilities at the end of the period)/2) Net investment yield = (Net investment income - Interest paid for securities sold under agreements to repurchase)/((Investment assets at the end of the previous year - Securities sold under agreements to repurchase at the end of the previous year + Investment assets at the end of the period - Securities sold under agreements to repurchase at the end of the period)/2) 2. 1. Notes: 1,841 5.24% Gross investment yield² 4.61% 4.34% Net investment yield¹ (1,148) (670) Disposal gains and impairment loss of associates and joint ventures 19,251 21,900 Net fair value gains through profit or loss 1,831 14,583 9,159 8,336 5.30% 33.1% 30,838 An insurance company shall have the capital commensurate with its risks and business scale. According to the nature and capacity of loss absorption by capital, the capital of an insurance company is classified into the core capital and the supplementary capital. The core solvency ratio is the ratio of core capital to minimum capital, which 28 Renewal business 25,109 12,516 Short-term insurance business 374 406 Group Insurance Channel 28,872 28,846 First-year business of long-term insurance 2,040 3,018 First-year regular 9 110 Single 1,930 2,050 Renewal business 1,862 1,995 Short-term insurance business 24,970 23,833 Other Channels³ First-year business of long-term insurance First-year regular Single Renewal business 968 31,109 Single 15,748 Gross written premiums categorized by channel For the year ended 31 December RMB million 2020 20191 Individual Agent Business Sector² 511,044 484,517 First-year business of long-term insurance 99,838 96,237 First-year regular 99,555 95,957 12,488 Single 280 Renewal business 391,272 371,140 Short-term insurance business 19,934 17,140 Bancassurance Channel 41,240 25,438 First-year business of long-term insurance 15,757 12,516 First-year regular 283 Solvency Ratio 28,285 3 First-year regular premiums with a payment duration of 10 years or longer 15,748 ▼ 2020 China Life Insurance Company Limited | Annual Report 2020 | Management Discussion and Analysis 28 During the Reporting Period, there was no sale of material assets and equity of the Company. Sale of Material Assets and Equity As at the end of the Reporting Period, the Company's comprehensive solvency ratio decreased by 7.61 percentage points from the end of 2019, which was due to a consistent growth in insurance business and investment assets, dividends payment, a decline in solvency reserve assessment rate and redemption of other equity instruments. Note: The China Risk Oriented Solvency System was formally implemented on 1 January 2016. This table is compiled according to the rules of the system. 276.53% 268.92% 266.71% 260.10% 356,953 3.7% 95,957 ▼ 396,749 1,066,939 952,030 1,031,947 2019 31 December 31 December 2020 RMB million As at As at Comprehensive solvency ratio Core solvency ratio Minimum capital Actual capital Core capital reflects the adequacy of the core capital of an insurance company. The comprehensive solvency ratio is the ratio of the sum of core capital and supplementary capital to minimum capital, which reflects the overall capital adequacy of an insurance company. The following table shows our solvency ratios as at the end of the Reporting Period: 987,067 188 57,468 ▼ 56,183 ▼ 8 3 180 83 146 Short-term insurance business Notes: 28,136 Total 612,265 567,086 Notes: 1. According to the sales deployment of "Yi Ti Duo Yuan", data for the year 2019 were adjusted on a pro forma basis. 2. 99,555 ▼ Premiums of individual agent business sector included premiums of the general sales team and the upsales team. In 2020, the Company continued to push forward the customer-centric sales deployment of “Yi Ti Duo Yuan". The individual agent business sector focused on the individual customer market and the capability in value creation was prominent. The diversified business sector targeted institutional customers and its business positioning was clearly defined, which saw effective improvement in its professional operation capability. With emphasis on business development driven by productive sales force, the structure of its sales force was further optimized. As at the end of the Reporting Period, the Company's total sales force was approximately 1.458 million, maintaining the leading position in the industry. Individual Agent Business Sector In 2020, facing the severe impact of the pandemic on the economic and social development as well as the insurance industry, the individual agent business sector adhered to the priority of business value, pushed forward transformation and upgrade of its sales management, continued to optimize its business structure, and realized continuous growth in both business scale and value against unfavourable market conditions. During the Reporting Period, the gross written premiums from the sector amounted to RMB511,044 million, an increase of 5.5% year on year. First-year regular premiums were RMB99,555 million, an increase of 3.7% year on year. China Life Insurance Company Limited | Annual Report 2020 | Management Discussion and Analysis 19 The designated protection-oriented business continued to grow, with its first-year regular premiums and the average premiums per policy rising significantly year on year. As affected by the pandemic, first-year regular premiums with a payment duration of ten years or longer in the sector were RMB56,183 million, a decrease of 2.2% year on year. Renewal premiums amounted to RMB391,272 million, an increase of 5.4% year on year. The capability of the individual agent business sector in value creation was prominent. The value of one year's sales of the sector was RMB57,669 million, an increase of 1.2% year on year. New business margin of one year's sales of the sector was 47.9%, which remained stable compared to 2019. In 2020, the individual agent business sector firmly implemented the strategy of business development driven by productive sales force, and fully upgraded the Agent Management and Compensation System in line with the deployment of "Dingxin Project" to enhance the quality of the sales force. Despite certain fluctuation in the size of the sales force due to the impact of the pandemic, the Company firmly adhered to high-quality development by further tightening the agent recruitment, strengthening sales force management and optimizing the structure of the sales force. As at the end of the Reporting Period, the number of agents of the sector was 1,378,000, including 841,000 agents from the general agent team and 537,000 agents from the upsales team, and the monthly average productive agents increased by 9.7% year on year. First-year regular premiums of individual agent business sector (RMB million) Diversified Business Sector In 2020, the transformation and upgrade under "Dingxin Project" was carried out in the diversified business sector in great depth. By concentrating on the development philosophy of "professional operation, enhancement of quality and efficiency, transformation and innovation, and regulatory compliance", the diversified business sector coordinated well with the individual agent business sector, and focused on the development of bancassurance, group insurance and health insurance business. Although business development was generally affected by the pandemic, the diversified business sector consolidated its advantages, and demonstrated an upward trend in business development. During the Reporting Period, gross written premiums from the sector amounted to RMB101,221 million, an increase of 22.6% year on year. Bancassurance Channel. With equal emphasis on business scale and value as its long-term goal, the bancassurance channel focused on bank agency business and steadily pushed forward the business transformation. During the Reporting Period, gross written premiums from the channel amounted to RMB41,240 million, an increase of 62.1% year on year. First-year regular premiums amounted to RMB15,748 million, an increase of 26.1% year on year. Renewal premiums amounted to RMB25,109 million (a year-on-year increase of 100.6%), accounting for 60.89% of the gross written premiums from the channel (a year-on-year increase of 11.69 percentage points). The bancassurance channel constantly strengthened sales team management, and the quality of the sales force Gross written premiums of bancassurance channel (RMB million) 2020 2019 3. Premiums of other channels mainly included premiums of government-sponsored health insurance business and online sales, etc. 100.00% 2. 100.00% Insurance contracts 22 China Life Insurance Company Limited | Annual Report 2020 | Management Discussion and Analysis 291 Mainly through the channel of exclusive individual agents 3,406 261 Mainly through the channel of exclusive individual agents 7,883 Surrender payment 121 Mainly through the channel of exclusive individual agents Major sales channel Net increase in investment contracts 11,630 RMB million China Life Xin Account Endowment Insurance (Universal Insurance) (Diamond Version) (國壽鑫賬戶兩全保險(萬能型)(鑽石版)) China Life Xin Account Annuity Insurance (Universal Insurance) (Excellent Version) (國壽鑫賬戶年金保險(萬能型)(卓越版)) (Universal Insurance) (Exclusive Version) (國壽鑫賬戶兩全保險(萬能型)(尊享版)) China Life Xin Account Endowment Insurance Insurance product For the year ended 31 December 2020 Top three insurance products in terms of net increase in investment contracts 2. China Life Xin Xiang Jin Sheng Annuity Insurance (Type A), China Life Xin Fu Ying Jia Annuity Insurance and China Life Hong Fu Zhi Zun Annuity Insurance (Participating Insurance) have been replaced by their upgraded products, and the gross written premiums were recorded as renewal premiums. 1. Standard premiums were calculated in accordance with the calculation methods set forth in the "Notice on Establishing the Industry Standard of Standard Premiums in the Life Insurance Industry" (Bao Jian Fa [2004] No. 102) and the "Supplementary Notice of the 'Notice on Establishing the Industry Standard of Standard Premiums in the Life Insurance Industry'" (Bao Jian Fa [2005] No. 25) of the former China Insurance Regulatory Commission. 745 Mainly through the channel of exclusive individual agents 20,271 779 Mainly through the channel of exclusive individual agents 506 Notes: 3,573,154 Life insurance Health insurance Accident insurance Total of insurance contracts Accident insurance business Health insurance business Life insurance business Insurance benefits and claims expenses For the year ended 31 December Analysis of claims and policyholder benefits As at the end of the Reporting Period, the reserves of insurance contracts of the Company were RMB2,973,225 million, 16.5% up from RMB2,552,736 million as at the end of 2019, which was primarily due to the accumulation of insurance liabilities from new policies and renewal business. As at the date of the statement of financial position, the reserves of various insurance contracts of the Company passed the liability adequacy test. Note: The residual margin is a component of insurance contract reserve, which results in no Day 1 gain at the initial recognition of an insurance contract. The residual margin is set to zero if it is negative. The growth of residual margin arises mainly from new business. 9.0% 768,280 16.5% 2,552,736 18.4% 8,529 China Life Hong Fu Zhi Zun Annuity 10,096 2,973,225 837,293 158,800 195,487 16.0% 2,385,407 Change 2019 As at 31 December 2,767,642 31 December 2020 As at RMB million Note Including: Residual margin N 23.1% (國壽鑫福贏家年金保險)2 Annuity Insurance 24,116 Other Channels. In 2020, gross written premiums from other channels reached RMB31,109 million, an increase of 10.0% year on year. The Company actively participated in all kinds of government-sponsored health insurance businesses, which maintained the leading market position. As at the end of the Reporting Period, the Company carried out over 220 supplementary major medical expenses insurance programs, providing services to 360 million people. It also undertook over 300 health care entrusted programs, covering 170 million people, provided supplementary medical insurance to 54 million people, and offered long-term care insurance protection to 15 million people. from the end of 2019 133.3% High-performance personnels increased by 51,000 Direct sales representatives Short-term insurance premiums 28,846 ▼ 23,833 ▼ 4.8% 28,872 ▼ 24,970 ▼ 2019 2020 The Company pushed forward its online insurance business, consistently increased the supply of online insurance products, enhanced its online insurance operations and promoted integration of online and offline sales to provide a more diversified and convenient channel for customers seeking insurance products and services. In 2020, the Company's online insurance business saw greater development opportunities, which resulted in a rapid growth of its development. Gross written premiums of group insurance channel (RMB million) was improved steadily. As at the end of the Reporting Period, the number of bancassurance channel account managers was 29,000, and both the quarterly average active managers and the production capacity per manager increased substantially. 41,240 ▼ 20 China Life Insurance Company Limited | Annual Report 2020 | Management Discussion and Analysis 29,000 Bancassurance channel account managers 19.7% year on year Monthly average productive agents increased by 1.378 million Agents of individual agent business sector First-year regular premiums 2019 25,438 ▼ 12,488 ▼ 26.1% Group Insurance Channel. The group insurance channel continued to deepen its diversified business development and improve profitability, reinforced the expansion of key business sectors, and achieved steady development in different business fields. During the Reporting Period, gross written premiums from the channel were RMB28,872 million, an increase of 0.1% year on year. Short-term insurance premiums were RMB24,970 million, an increase of 4.8% year on year. As at the end of the Reporting Period, the number of direct sales representatives was 51,000, and the number of high- performance personnel increased by 33.3% from the end of 2019. Investment contract benefits Being customer-centric, the Company fully leveraged the collaborative advantages of the fellow members of CLIC and actively provided customers with a series of quality financial and insurance service solutions. In 2020, premiums from property insurance cross-sold by the Company exceeded RMB20 billion for the first time, an increase of 14.0% year on year, whereas new bids of enterprise annuity funds and pension security products of Pension Company cross-sold by the Company grew by 20.7% year on year. The Company entrusted CGB to sell bancassurance products, with first-year regular premiums increasing by 29.0% year on year. The number of new debit cards and credit cards jointly issued by the Company and CGB exceeded 1,150,000. Meanwhile, the Company gave full play to the brand advantages on the comprehensive financial strength, and worked with CGB and CLP&C to carry out various operation activities to provide customers with diversified and individualized services, thus fostering a sound synergy and mutual benefits. 21 China Life Xin Fu Ying Jia (國壽城鄉居民大病團體醫療保險(A型)) Urban Citizens (Type A) Health Insurance for Rural and Through other sales channels 26,955 26,955 Mainly through the channel of exclusive individual agents 34,828 170 Mainly through the channel of exclusive individual agents 12,813 42,657 payment China Life Insurance Company Limited | Annual Report 2020 | Management Discussion and Analysis Major sales channel premium Surrender Standard premiums from new Gross written RMB million China Life Critical Illness Group Annuity Insurance (Type A) (國壽鑫享金生年金保險(A款))2 China Life Xin Xiang Jin Sheng Insurance (Celebration Version) (國壽鑫享至尊年金保險(慶典版)) China Life Xin Xiang Zhi Zun Annuity Insurance product For the year ended 31 December 2020 Top five insurance products in terms of gross written premiums Analysis of major insurance products policies¹ Policyholder dividends resulting from participation in profits Insurance (Participating Insurance) (國壽鴻福至尊年金保險(分红型))2 2019 8.55% 350,107 Common stocks 16.95% 605,996 17.10% 700,748 Equity financial assets 8.77% 313,413 8.75% 358,382 Other fixed-maturity investments² 11.62% 415,024 11.08% 453,641 Debt-type financial products¹ 39.48% 1,410,564 41.97% 1,718,639 Bonds 14.98% 535,260 13.32% 545,667 74.85% 2,674,261 276,604 7.74% Funds³ 114,311 2020 Total 6.24% 222,983 5.85% 239,584 Investments in associates and joint ventures 1.62% 57,773 1.58% 64,576 Cash and others5 0.34% 12,141 75.12% 0.35% Investment properties 4.99% 178,302 5.44% 223,317 Other equity investments4 0.91% 32,640 0.32% 13,013 Bank wealth management products 3.31% 118,450 2.79% 14,217 3,076,329 4,095,454 Amount 2020 Statutory insurance fund contribution Other expenses Administrative expenses Finance costs Underwriting and policy acquisition costs For the year ended 31 December Analysis of underwriting and policy acquisition costs and other expenses 23 China Life Insurance Company Limited | Annual Report 2020 | Management Discussion and Analysis During the Reporting Period, insurance benefits and claims expenses rose by 14.0% year on year due to an increase in the change of insurance contract liabilities. In particular, insurance benefits and claims expenses of the life insurance business rose by 14.8% year on year mainly due to the steady growth of the life insurance business. Investment contract benefits rose by 7.5% year on year due to an increase in the scale of universal insurance accounts. Policyholder dividends resulting from participation in profits increased by 26.4% year on year due to an increase in investment yield from participating accounts. 26.4% 22,375 28,279 2019 7.5% 9,846 21.2% 6,323 7,661 8.8% 75,471 82,146 14.8% 427,673 490,994 14.0% 509,467 580,801 Percentage 9,157 RMB million RMB million Change 84,342 Change As at 31 December 2020 Percentage Amount Fixed-maturity financial assets Term deposits Investment category RMB million As at the end of the Reporting Period, our investment assets categorized by investment object are set out as below: Investment portfolios 24 China Life Insurance Company Limited | Annual Report 2020 | Management Discussion and Analysis investment. In 2020, the Company reshaped its organizational structure according to investment value chain and established a market-oriented incentive and restraint mechanism, which resulted in a significant improvement of its coordinated management capability in asset allocation. In respect of entrusted management, the Company introduced a competitive mechanism that compared entrusted asset managers within and outside China Life, eliminating bad performers through strict assessment. The constant optimization of investment management system was expected to have long-term and far-reaching effects on the Company's insurance fund plan for assets with medium- and long-terms, and made flexible tactical allocation based on market situations. In 2020, the Company mainly allocated to three major asset types. Firstly, in respect of the liability-matching portfolios, the Company effectively seized the opportunity of interest rate recovery and a supply increase in the second half of 2020, and increased allocation mainly in government bonds with long duration to further lengthen the duration of assets and narrow the duration gap between assets and liabilities; secondly, in respect of non-standard fixed income assets and quasi-fixed income assets with stable cash flows and higher interest income, to which the Company insisted on allocating as much as possible on the premise of controlling credit risks by proactively dealing with the situation of the decreasing financing demands and intensified market competitions; thirdly, in respect of equity assets with potential elastic return in the future, the Company continued to increase its allocation to core assets under the structural market environment, and optimized the tactical investment of equity assets to increase the yields from the asset portfolios. The Company actively responded to the complex and ever-changing investment environment, adhered to the fundamental principle of asset-liability interaction management, firmly implemented its strategic allocation In 2020, the global economy was severely impacted by the COVID-19 pandemic, which then started to recover as governments around the world introduced macro hedging policies. By effectively coordinating the pandemic prevention and control and the economic and social development, and accelerating the formation of a new development pattern of "dual circulation", China's. economy was the first to pick up and continued to recover from the impact of the pandemic, and China was the world's only major economy to achieve growth in 2020. Throughout the year, the interest rate of the domestic bond market fluctuated greatly, which rebounded significantly after falling to a historical low level in early April and went higher than the level at the beginning of 2020; at the same time, the stock market also fluctuated upward after falling to the lowest level of the whole year at the end of March with an obvious structural market characteristics. Investment Business As at 31 December 2019 5.7% During the Reporting Period, underwriting and policy acquisition costs rose by 3.6% year on year due to the Company's business growth. Finance costs decreased by 11.9% year on year due to a decrease of interest paid for securities sold under agreements to repurchase. Administrative expenses decreased by 6.4% year on year due to a decrease in expenses amid the COVID-19 pandemic and the reinforced cost administration by the Company. 81,396 3.6% 3,747 4,255 37,687 -11.9% -6.4% 12,208 9,602 27.1% 1,229 1,163 40,275 It is important to note that actuarial standards with respect to the calculation of embedded value are still evolving. There is still no universal standard which defines the form, calculation methodology or presentation format of the embedded value of an insurance company. Hence, differences in definition, methodology, assumptions, accounting basis and disclosures may cause inconsistency when comparing the results of different companies. China Life Insurance Company Limited prepares financial statements to public investors in accordance with the relevant accounting standards. An alternative measure of the value and profitability of a life insurance company can be provided by the embedded value method. Embedded value is an actuarially determined estimate of the economic value of the life insurance business of an insurance company based on a particular set of assumptions about future experience, excluding the economic value of future new business. In addition, the value of one year's sales represents an actuarially determined estimate of the economic value arising from new life insurance business issued in one year based on a particular set of assumptions about future experience. China Life Insurance Company Limited believes that reporting the Company's embedded value and value of one year's sales provides useful information to investors in two respects. First, the value of the Company's in-force business represents the total amount of shareholders' interest in distributable earnings, in present value terms, which can be expected to emerge over time, in accordance with the assumptions used. Second, the value of one year's sales provides an indication of the value created for investors by new business activity based on the assumptions used and hence the potential of the business. However, the information on embedded value and value of one year's sales should not be viewed as a substitute of financial measures under the relevant accounting basis. Investors should not make investment decisions based solely on embedded value information and the value of one year's sales. Also, the calculation of embedded value and value of one year's sales involves substantial technical complexity and estimates can vary materially as key assumptions are changed. Therefore, special care is advised when interpreting embedded value results. Net assets, defined as assets less corresponding policy liabilities and other liabilities valued; and 34 China Life Insurance Company Limited | Annual Report 2020 | Embedded Value DEFINITIONS OF EMBEDDED VALUE AND VALUE OF ONE YEAR'S SALES The embedded value of a life insurer is defined as the sum of the adjusted net worth and the value of in-force business allowing for the cost of required capital. "Adjusted net worth" is equal to the sum of: The values shown below do not consider the future financial impact of transactions between the Company and CLIC, CLI, AMC, Pension Company, CLP&C, and etc. BACKGROUND Potential Risks EMBEDDED 33 The Company believes that it will have sufficient capital to meet its insurance business expenditures and new general investment needs in 2021. At the same time, the Company will make corresponding financing arrangements based on capital market conditions to further implement its future business development strategies. will reinforce its research and judgement on the macro- economic situations, enhance asset-liability management and flexibly adjust asset allocation for the purpose of achieving stable investment income. Moreover, the Company will adhere to the market-oriented and customer-centered principle, push forward reform and transformation and fully enhance the quality of business operation and management. In the future, the Company will continuously focus on and enhance the analysis of complex risk factors including the COVID-19 pandemic, and strive to promote its high-quality development. The international economic and financial situation remains complicated and challenging, there are many uncertainties in the impact of the pandemic at home and abroad and the external environment, and the foundation for the recovery of the domestic economy is not yet very solid, which together bring challenges for the stable development of the insurance business. Insurance funds investment is facing challenges such as downward trend of the benchmark interest rate in the domestic market, an increase of defaults in the bond market and shortages of assets with long duration, which result in more pressure on asset allocation. The Company will take a variety of measures to actively deal with risks and challenges. On the one hand, it will closely follow market conditions and customer demands, put more efforts to product innovation, optimize product structure, improve service quality, and actively expand the insurance supply with enhanced quality; on the other hand, the Company China Life Insurance Company Limited | Annual Report 2020 | Management Discussion and Analysis 32 2021 is the critical year for the Company's high-quality development. The Company will push forward "China Life Revitalization" initiative in all aspects, taking development as the top priority, adhering to the strategic core of “Three Major Transformations, Dual Centers and Dual Focuses, Asset-liability Interaction", upholding the operational guideline of "prioritizing business value, strengthening the sales force, achieving stable growth, upgrading technology, optimizing services, and guarding against risks", in order to achieve steady business development, improve development quality, deepen reform and innovation, and constantly enhance risk prevention and control. These efforts will greatly power the Company's high-quality development during the "14th Five-Year Plan" period. Development Strategies and Business Plans of the Company Industry Landscape and Development Trends China is still in an important period of strategic opportunity for development at present and for the foreseeable future, and the foundation for long-term economic growth remains solid. With the full kick-off of the “14th Five-Year Plan", a new development pattern of "dual circulation" is to be fostered, propelling sustained and healthy growth of China's economy, which will provide a favourable external environment for the high-quality development of the insurance industry. Recently, insurance regulatory authorities issued a number of policies to strengthen long- term strong oversight of the industry, and put great efforts to address market disorders so as to maintain economic and financial security, laying a solid foundation for the healthy development of the industry. China has initiated the "Healthy China" program to actively cope with the aging population, and healthcare and aged-care sectors will become the important growth drivers for life insurance industry in the next stage of development. The insurance- technology integration will be further accelerated, and with cloud computing, big data, Al and other technologies further empowering the insurance value chain in aspects such as sales and services, operation and management and risk prevention and control, digital transformation of the industry will be further sped up. As the insurance market fully opening up, there will be more insurance providers in the industry, which will further enhance the market sophistication. Given the multiple positive factors, there is still great development potential and broad development space for China's life insurance industry. FUTURE PROSPECT For the performance of the corporate social responsibility by the Company during the Reporting Period, please refer to the full text of the "2020 Environmental, Social and Governance (ESG) & Social Responsibility Report" ("ESG Report 2020") separately disclosed by the Company on the website of the SSE (http://www.sse.com.cn) and the HKExnews website of the Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk). The specific information on environment is set out in Part 6 of the "ESG Report 2020". PERFORMANCE OF THE CORPORATE SOCIAL RESPONSIBILITY Net-of-tax adjustments for relevant differences between the market value and the book value of assets, together with relevant net-of-tax adjustments to certain liabilities. VALUE Constantly implementing the strategy of "Inclusive Healthcare" and "Integrated Aged-care". The Company actively participated in the "Healthy China" program. By consolidating the resources of healthcare and medical services, the Company established a healthcare ecosystem covering full life cycles to constantly improve its health service capabilities, and promoted the construction of the online and offline platforms by enhancing cooperation with technology companies to explore the possible feasibility that insurance businesses were propelled by health services. As at the end of the Reporting Period, more than a hundred types of services were available on China Life Inclusive Healthcare Service Platform, and the accumulated number of its registered users led the industry. During the pandemic, the Company quickly established the "Healthcare Service Zone" especially for the prevention and control of the pandemic. In 2020, the Company created an innovative model for the cooperation between medical and insurance entities and promoted application of the integrated claims settlement model of "basic medical insurance + supplementary major medical expenses insurance + commercial insurance". The Company continued to extend the deployment of China Life aged care, and invested in the construction of several large retirement communities in Suzhou, Hainan, Chengdu and other cities. The Company set up the China Life Integrated Aged Care Fund, steadily made investments by focusing on real assets such as continuing care retirement communities, medical care complexes in urban core areas and boutique aged care apartments, and deployed high-quality resources in the aged care industry such as rehabilitation, medical and care, hospital, health care big data and health industrial parks, so as to further meet the needs of customers in the strategic regions such as Beijing-Tianjin-Hebei, the Yangtze River Economic Belt and Guangdong-Hong Kong-Macao. C Cost of Required Capital The "value of in-force business" and the "value of one year's sales" are defined here as the discounted value of the projected stream of future shareholders' interest in distributable earnings for existing in-force business at the valuation date and for one year's sales in the 12 months immediately preceding the valuation date. 31 503,553 (50,220) (62,244) 509,515 565,797 482,793 568,587 2019 2020 31 December 31 December RMB million H Value of One Year's Sales after Cost of Required Capital (F + G) Including: Value of One Year's Sales of Individual Agent Business Sector The market value of assets can fluctuate significantly over time due to the impact of the prevailing market environment. Hence the adjusted net worth can fluctuate significantly between valuation dates. F Value of One Year's Sales before Cost of Required Capital G Cost of Required Capital D Value of In-Force Business after Cost of Required Capital (B + C) B Value of In-Force Business before Cost of Required Capital A Adjusted Net Worth ITEM The embedded value as at 31 December 2020, the value of one year's sales for the 12 months ended 31 December 2020, and the corresponding results as at 31 December 2019 are shown below: Components of Embedded Value and Value of One Year's Sales SUMMARY OF RESULTS 35 China Life Insurance Company Limited | Annual Report 2020 | Embedded Value Other operating assumptions such as mortality, morbidity, lapses and expenses are based on the Company's recent operating experience and expected future outlook. Economic assumptions: The calculations are based upon assumed corporate tax rate of 25% for all years. The investment return is assumed to be 5% per annum. 16% grading to 20% (remaining level thereafter) of the investment return is assumed to be exempt from income tax. The investment return and tax exempt assumptions are based on the Company's strategic asset mix and expected future returns. The risk-adjusted discount rate used is 10% per annum. ASSUMPTIONS The embedded value and the value of one year's sales were prepared by China Life Insurance Company Limited in accordance with the "CAA Standards of Actuarial Practice: Appraisal of Embedded Value" issued by the China Association of Actuaries ("CAA") in November 2016. Willis Towers Watson, an international firm of consultants, performed a review of China Life's embedded value. The review statement from Willis Towers Watson is contained in the "Willis Towers Watson's review opinion report on embedded value" section. PREPARATION AND REVIEW The value of in-force business and the value of one year's sales have been determined using a traditional deterministic discounted cash flow methodology. This methodology makes implicit allowance for the cost of investment guarantees and policyholder options, asset/ liability mismatch risk, credit risk, the risk of operating experience's fluctuation and the economic cost of capital through the use of a risk-adjusted discount rate. E Embedded Value (A + D) China Life Insurance Company Limited | Annual Report 2020 | Management Discussion and Analysis 26,551 Insurance policy services became more friendly. To meet customers' needs, the Company provided "convenient and caring" services of premium quality in claims settlement with integrated internal and external resources. A network of over 20,000 medical institutions was established, providing direct claims payment services for customers of more than five million person-times in 2020. With the promotion of "Claims Settlement for Critical Illness within One Day", the time required for making a claims payment was further shortened, and customers with critical illness could be paid soon after their diagnosis was confirmed. The scope of services and service efficiency were comprehensively improved as more service contact points were available for customers and self-service channels were enriched in terms of policy administration. and 3.53% is held by AMC Company, 817 4,931 6,789 70.74% is held by the 3,400 Taking public deposits; granting short-term, mid-term and long- term loans; handling settlements in and out of China; honoring bills and offering discounting services; issuing financial bonds; issuing, paying for and underwriting government bonds as an agent; sales and purchases of negotiable securities such as government bonds and financial bonds; engaging in inter-bank borrowings; providing letters of credit service and guarantee; engaging in bank card business; acting as payment and receipt agent and insurance agent; providing safe deposit box services; taking deposits and granting loans in foreign currency; foreign currency remittance; foreign currency exchange; international settlements; foreign exchange settlements and sales; inter-bank foreign currency borrowings; honoring bills of exchange and offering discounting services in foreign currency; granting foreign currency loans; granting foreign currency guarantees; sales and purchases of negotiable securities other than shares in a foreign currency for itself and as an agent; issuing negotiable securities other than shares in a foreign currency for itself and as an agent; sales and purchases of foreign exchange on its own account and on behalf of its customers; issuing and making payments for foreign credit card as an agent; offshore financial operations; assets and credit verification, consultation and notarization businesses; other businesses approved by the CBIRC and other relevant authorities Property loss insurance; liability insurance; credit insurance and bond insurance; short-term health insurance and accident insurance; reinsurance of the above insurance businesses; business for the use of insurance funds that are permitted by applicable PRC laws and regulations; other businesses permitted by the CBIRC Group pension insurance and annuity; individual pension insurance and annuity; short-term health insurance; accident insurance; reinsurance of the above insurance businesses; business for the use of insurance funds that are permitted by applicable PRC laws and regulations; pension insurance asset management product business; management of funds in RMB or foreign currency as entrusted by entrusting parties for the retirement benefit purpose; other businesses permitted by the CBIRC Management and utilization of proprietary funds; acting as agent or trustee for asset management business; consulting business relevant to the above businesses; other asset management business permitted by applicable PRC laws and regulations China Guangfa Bank Co., Ltd. China Life Property and Casualty Insurance Company Limited China Life Pension Company Limited Management Company Limited China Life Asset 2,133 12,237 13,897 60% 4,000 Net Profit Net Assets Total Assets Shareholding Registered Capital RMB million Major Business Scope 459,295 18,800 Deployment of ecological services was accelerated. The Company completed a framework for customer experience management, designed a route panorama for future customer services and established a customer experience improvement mechanism driven by customers' needs to constantly optimize its business process. In 2020, the Company upgraded the online + offline scenario-based ecological service model, and the number of participants in the customer festival and the online visits of the "Little Painters of China Life" event increased by 20% and 300% year on year, respectively. 430 million recommendations of personalized service scenarios to customers were made, effectively extending the customer experience chain. 40% 1,730 Intelligent services were convenient and efficient. The Company further applied Al technologies in a variety of business processes to provide customers with efficient and precise services. The use of intelligent models for review and quality inspection in the process of insurance application helped increase efficiencies of underwriting and dual recordings by 40% and 25%, respectively, year on year. The Company also sped up application of intelligent technologies in its contacting services with intelligent online customer services and intelligent outbound-call services up by 158% year on year, and the volume of electronic follow-up calls for new policies reaching 92%. The application of intelligent models promoted the automated approval rates of underwriting and policy administration to be 92.7% and 99%, respectively. Online services were expanded with increased quality. The Company focused on usage habits of its customers and designed more online service applications available at the fingertips through the Internet. Service contents were enriched continuously to promote online and offline service coordination. The number of active users of China Life Insurance App increased by 48% year on year, paperless application rate of long-term individual insurance reached 99.9% and the promotion of paperless application rate of group insurance reached 97.9%, the online processing rate of policy administration and claims settlement for individual and group insurance rose by 20, 28 and 37 percentage points year on year respectively, and the number of electronic notification messages increased by 82.5% year on year. Product supply was enriched constantly. In 2020, the Company adhered to the product development concept of being "customer centric, market oriented and value focused", strengthened asset-liability management and continued to intensify product development such as the protection-oriented products. High-quality development of the Company was properly supported through product innovation and upgrade. The Company currently had a product system catering to all types of customers, and created a variety of brand products in the market. In 2020, the Company newly developed and upgraded a total of 237 products, including 19 life insurance products, 198 health insurance products, 7 accident insurance products and 13 annuity insurance products. Out of these products, 216 were protection-oriented products and 21 were long-term savings products. In 2020, focusing on customer demands, the Company adhered to the operation and management objective of "strengthening efficiency, promoting technology driven development, achieving value improvements and offering first-class customer experience" and upheld the "convenient, quality and caring" service concept to push forward operations and services to be more Internet- based, intelligent, integrated and ecological and provide customers with high-quality services. In early 2020, the Company upgraded a variety of services to overcome severe challenges during the pandemic. The Company made a quick response to simplify claims settlement procedures, implemented remote claims settlement and remote investigation over video, and completed the payment of more than 1,000 coronavirus-related claims. It also introduced a new service mode, namely the "Online Customer Service Agent", through which customers could easily connect to the online customer service agent with one click, and offered the special telephone voice. navigation and 24/7 customer services so as to fully meet customers' needs. Operations and Services 30 China Life Insurance Company Limited | Annual Report 2020 | Management Discussion and Analysis Digital services, enhancing customers' new experience. Being customer-centric, the Company pushed forward intelligent upgrade of online services. The "Contactless Services" facilitated customers accessing insurance services just at home by employing Internet video and intelligent identification technology. Based on big data and Al technologies, the intelligent claims settlement model for health insurance, covering 19 key risks in five categories, made claims settlement services more efficient and convenient, and the big data-based intelligent policy "health check" with the family of customers as the focus provided thoughtful suggestions for customers to make the best choices. Digital field offices, creating new intelligent bases. Cutting-edge technologies such as 5G, "Internet of Things" and edge computing were widely applied in the Company's 30,000 field offices across China (including branches and sales & services offices), and the newly equipped electronic facilities such as the self-service terminals for business processing, intelligent sensing equipment and visualized smart screen brought new vitality to field offices. Given the application of the automatic Internet access, digital coaching and training, multi-dimensional and visualized performance tracking, and Al real-time performance reporting, the field offices were established to be important digital supports for service extension. chain. Digital sales, creating new driving forces for development. The Company launched online agent recruitment, online agent training and online business development by employing digital technologies. The full- process online agent recruitment was quickly put into use; 155,000 Al online training sessions were carried out, with the number of participations reaching 11.10 million person-time; live video streaming of morning assemblies and cloud innovation meetings, etc., were held intensively, with a daily average number of 2,200 meetings during the pandemic; the "Golden Manual 2.0" was upgraded in all aspects to facilitate precise marketing with more powerful intelligent algorithm, so as to realize the overall empowerment of digital tools of the insurance sales value Empowerment upgrade, advancement of digital transformation in all aspects such as medical and healthcare institutions, etc., to carry out nearly 170,000 services and activities, which consistently enriched the Company's insurance-centered digital ecosystem services. Digital ecosystem, bringing out the synergy effect. With the continued expansion of an interconnecting, open and shared social ecosystem based on the digital platform, the Company released more than 1,700 standardized services and launched more than 740 innovative micro- applications. It also cooperated with different institutions Technology as a driver, activating innovation vitality. The Company reinforced its technological innovation in terms of its four technological innovation-themed laboratories, namely InsurTech, cloud computing and infrastructures, cyber security and block chain. Nearly 50 research projects in cutting-edge technologies were further advanced, and 28 intelligent application scenarios covering various aspects were introduced. A flexible and nimble hybrid cloud with a powerful hash rate was innovated with great efforts, which fully supported the seamless shift of the Company's operations and management from offline to online and effectively ensured continuity of the Company's business operations during the pandemic. Technological deployment, demonstrating China Life's strength. Centering on the strategic core of "Dual Centers and Dual Focuses" and optimizing technological governance and deployment, the Company implemented the tech products-based management system, accelerated the establishment of innovation incubation center and R&D sub-centers for technological application, and continued to improve the technology-empowered ability in value creation and the diversification of supply. Leveraging on the established advantages of its sales force and service network, the Company intensified online and offline integration with offline digital field offices and online digital platform, which enabled frequent interaction between the Company, its agents and customers under the "Technology-driven China Life" layout, and provided convenient, efficient and precise financial and insurance services to customers. Great leap in capability, technological innovation at full speed In 2020, the Company pushed forward digital transformation in all aspects, accelerated technological innovation, proactively applied digital technologies to reinforce technology empowerment and support its high-quality development in various fields. Technology Empowerment TECHNOLOGY EMPOWERMENT AND OPERATIONS AND SERVICES 29 China Life Insurance Company Limited | Annual Report 2020 | Management Discussion and Analysis Details of structured entities controlled by the Company is set out in Note 42 in the Notes to the Consolidated Financial Statements in this annual report. Structured Entities Controlled by the Company Note: For details, please refer to Note 9 and Note 35 in the Notes to the Consolidated Financial Statements in this annual report. 13,812 218,150 3,027,972 43.686% 19,687 106,930 1,072,140 China Life Insurance Company Limited | Annual Report 2020 | Management Discussion and Analysis 64,354 10% increase in expenses 5. 48,499 409,278 Investment return -50bps 4. 68,247 598,225 61,344 528,297 55,630 480,522 58,373 503,553 Risk discount rate -50bps Investment return +50bps 1. Risk discount rate +50bps Base case scenario 3. 2. Sales after Cost of Required Capital RMB million Value of One year's Value of In-Force Business after Cost of Required Capital Sensitivity Results Sensitivity tests were performed using a range of alternative assumptions. In each of the sensitivity tests, only the assumption referred to was changed, with all other assumptions remaining unchanged. The results are summarized below: SENSITIVITY RESULTS 37 China Life Insurance Company Limited | Annual Report 2020 | Embedded Value Other miscellaneous items. J 497,088 Reflects dividends distributed to shareholders during 2020 and redemption of other equity instruments. 54,817 10% decrease in expenses Company Name China Life Insurance Company Limited | Annual Report 2020 | Embedded Value 38 545,333 14. Allowing for diversification in calculation of VIF 59,106 501,482 13. Using 2019 EV appraisal assumptions 60,631 510,867 12. 10% decrease in morbidity rates 56,121 496,380 11. 10% increase in morbidity rates 59,735 504,252 10. 10% decrease in lapse rates 57,061 502,802 9. 10% increase in lapse rates 59,310 507,089 8. 10% decrease in mortality rate for non-annuity products and 10% increase in mortality rate for annuity products 57,440 499,989 10% increase in mortality rate for non-annuity products and 10% decrease in mortality rate for annuity products 7. 61,930 510,018 6. 942,087 | H C Value of New Business in the Period A Embedded Value at the Start of Year B Expected Return on Embedded Value ITEM Analysis of Embedded Value Movement in 2020 The following analysis tracks the movement of the embedded value from the start to the end of the Reporting Period: MOVEMENT ANALYSIS 36 China Life Insurance Company Limited | Annual Report 2020 | Embedded Value Note 2: The results of individual agent business sector for the year 2019 have been restated to allow for new sector definitions on a pro forma basis. Note 1: First Year Premium is the written premium used for calculation of the value of one year's sales and Annual Premium Equivalent is calculated as the sum of 100 percent of first year regular premiums and 10 percent of single premiums. 49.4% 49.4% 47.9% 48.1% 2019 2020 31 December 31 December By Annual Premium Equivalent By First Year Premium New Business Margin of One Year's Sales of Individual Agent Business Sector The new business margin of one year's sales of individual agent business sector for the 12 months ended 31 December 2020 is shown below: Note 2: The results of individual agent business sector for the year 2019 have been restated to allow for new sector definitions on a pro forma basis. Note 1: Numbers may not be additive due to rounding. 56,972 57,669 58,698 58,373 (5,047) (5,981) 63,745 D Operating Experience Variance Reflects the gains or losses due to changes in exchange rate. E Investment Experience Variance G Market Value and Other Adjustments Change in the market value adjustment from the beginning of year 2020 to 31 December 2020 and other adjustments. G Reflects the effects of appraisal methodology and model enhancement, and assumption changes. F Compares actual with expected investment returns during 2020. E Reflects the difference between actual operating experience in 2020 (including mortality, morbidity, lapse, and expenses etc.) and the assumptions. D Value of one year's sales for the 12 months ended 31 December 2020. C Reflects expected impact of covered business, and the expected return on investments supporting the 2020 opening net worth. B 1,072,140 585 (28,626) 950 (1,293) (518) 24,024 567 58,373 75,991 942,087 RMB million Notes: Items B through J are explained below: K Embedded Value as at 31 December 2020 (sum A through J) Others J | Shareholder Dividend Distribution and Capital Changes H Exchange Gains or Losses F Methodology, Model and Assumption Changes Major Subsidiaries and Associates of the Company 48 China Life Insurance Company Limited | Annual Report 2020 | Significant Events the economic assumptions used by China Life are internally consistent, have been set with regard to current economic conditions, and have made allowance for the company's current and expected future asset mix and investment strategy; the operating assumptions used by China Life have been set with appropriate regard to past, current and expected future experience; and 42 2,266 1,982 1,391 the embedded value methodology used by China Life is in accordance with the "CAA Standards of Actuarial Practice: Appraisal of Embedded Value" issued by the CAA; Amount of the Investment Management Service Fee, Floating Management Fee, Performance-based Bonus and Real Estate Operation Management Service Fee (RMB million or its equivalent in foreign currency) (including the amount for the subscription of the related financial products: 100,000) 200,000 (including the amount for the subscription of the related financial products: 100,000) 200,000 200,000 (including the Amount for Subscription of the Related Financial Products) (RMB million or its equivalent in foreign currency) Amount of Assets Newly Entrusted for Investment and Management during the Period For the three years ending 31 December 2021, the annual caps on the contractual amount of assets newly entrusted by the Company to CLI for investment and management, as well as the annual caps on the amount of the investment management service fee, floating management fee, performance-based bonus and real estate operation management service fee payable by the Company to CLI are as follows: (including the amount for the subscription of the related financial products: 100,000) • • • To the Directors of China Life Insurance Company Limited China Life Insurance Company Limited ("China Life"). has prepared embedded value results as at 31 December 2020 ("EV Results"). The disclosure of these EV Results, together with a description of the methodology and assumptions that have been used, are shown in the Embedded Value section. China Life has engaged Towers Watson Management Consulting (Shenzhen) Co. Ltd. Beijing Branch ("Willis Towers Watson") to review its EV Results. This report is addressed solely to China Life in accordance with the terms of our engagement letter, and sets out the scope of our work and our conclusions. To the fullest extent permitted by applicable law, we do not accept or assume any responsibility, duty of care or liability to anyone other than China Life for or in connection with our review work, the opinions we have formed, or for any statement set forth in this report. Scope of Work Our scope of work covered: • • • a review of the methodology used to develop the embedded value and value of one year's sales as at 31 December 2020, in accordance with the "CAA Standards of Actuarial Practice: Appraisal of Embedded Value" issued by the China Association of Actuaries ("CAA"); a review of the economic and operating assumptions used to develop the embedded value and value of one year's sales as at 31 December 2020; and a review of the results of China Life's calculation of the EV Results. In carrying out our review, we have relied on the accuracy of audited and unaudited data and information provided by China Life. Opinion Based on the scope of work above, we have concluded that: • and in accordance with the requirements of applicable laws and regulations and the investment guidelines given by the Company, and the Company agreed to pay CLI the investment management service fee, floating management fee, performance-based bonus and real estate operation management fee in respect of the investment and management services provided by CLI to the Company. For details as to the method of calculation of the investment management service fee, floating management fee, performance-based bonus and real estate operation management fee, please refer to Note 35 in the Notes to the Consolidated Financial Statements. In addition, the assets entrusted by the Company to CLI would also be partially used for the subscription of the related financial products established and issued by CLI or of which CLI had participated in the establishment and issuance, and such related financial products would be limited to infrastructure investment schemes and project asset-backed schemes. 31 December 2021 For the year ending 31 December 2020 China Life Insurance Company Limited | Annual Report 2020 | Significant Events 40 The 2021 policy management agreement renewed by the Company and CLIC was exempt from the reporting, announcement, annual review and independent shareholders' approval requirements under Chapter 14A of the Listing Rules. 3 the framework agreement between the Company and Chongqing International Trust Inc. ("Chongqing Trust"), and the framework agreement between the Company and China Life Capital. These continuing connected transactions were subject to the reporting, announcement and annual review requirements but were exempt from the independent shareholders' approval requirement under the Listing Rules. CLIC, the controlling shareholder of the Company, holds 60% of the equity interest in CLP&C and 100% of the equity interest in each of CLI, CLEC and China Life Capital. Therefore, each of CLIC, CLP&C, CLI, CLEC and China Life Capital constitutes a connected person of the Company. AMC is held as to 60% and 40% by the Company and CLIC, respectively, and is therefore a connected subsidiary of the Company. CLWM is a subsidiary of AMC, and is therefore also a connected subsidiary of the Company. Chongqing Trust is an associate of CLIC and CLP&C by virtue of its acting as the trustee of a trust scheme of which CLP&C is a beneficiary, and is therefore also a connected person of the Company pursuant to Rule 14A.13(2) of the Listing Rules. During the Reporting Period, the following continuing connected transactions were carried out by the Company pursuant to Rule 14A.76(2) of the Rules Governing the Listing of Securities on the HKSE (the "Listing Rules"), including the policy management agreement between the Company and CLIC³, the asset management agreement between the Company and AMC, the insurance sales framework agreement between the Company and CLP&C, the framework agreements entered into by CLWM with CLIC, CLP&C, CLI, Pension Company and China Life E-commerce Company Limited ("CLEC"), respectively, MAJOR CONNECTED TRANSACTIONS Continuing Connected Transactions During the Reporting Period, the Company was not involved in any material litigation or arbitration. MATERIAL LITIGATIONS OR ARBITRATIONS EVENTS SIGNIFICANT 39 China Life Insurance Company Limited | Annual Report 2020 | Embedded Value Stanley Lu 25 March 2021 During the Reporting Period, the continuing connected transactions carried out by the Company that were subject to the reporting, announcement, annual review and independent shareholders' approval requirements under Chapter 14A of the Listing Rules included the framework agreements entered into by AMP with the Company, CLIC, CLP&C and CLI, respectively, and the asset management agreement for alternative investments between the Company and CLI. Such agreements and the transactions thereunder have been approved by the independent shareholders of the Company. AMP is a subsidiary of AMC, and is therefore a connected subsidiary of the Company. WILLIS TOWERS WATSON'S REVIEW OPINION REPORT ON EMBEDDED VALUE During the Reporting Period, the Company also carried out certain continuing connected transactions, including the asset management agreement between CLIC and AMC, and the framework agreement between the Company and CLWM, which were exempt from the reporting, announcement, annual review and independent shareholders' approval requirements under Chapter 14A of the Listing Rules. Policy Management Agreement For the year ended For the year ended 31 December 2019 As approved by the 2017 Annual General Meeting of the Company, the Company and CLI entered into the 2019 asset management agreement for alternative investments on 31 December 2018. Such agreement took effect from 1 January 2019, with a term of two years until 31 December 2020. Unless a party served the other party a written notice for non-renewal prior to 90 working days before the expiry date of the agreement, the agreement would be automatically renewed for one year from the expiry date thereof. Pursuant to the agreement, CLI agreed to invest and manage assets entrusted to it by the Company (including equity, real estate, related financial products and quasi-securitization financial products), on a discretionary basis, within the scope of utilization of insurance funds as specified by regulatory authorities Asset Management Agreement for Alternative Investments between the Company and CLI For the year ended 31 December 2020, CLIC paid AMC a service fee of RMB125.36 million. and managing assets entrusted to it by CLIC under the agreement, CLIC agreed to pay AMC a service fee. For details as to the method of calculation of the service fee, please refer to Note 35 in the Notes to the Consolidated Financial Statements. The annual cap for the three years ending 31 December 2022 is RMB500 million. 41 China Life Insurance Company Limited | Annual Report 2020 | Significant Events Asset Management Agreement between CLIC and AMC CLIC and AMC entered into the 2019-2021 asset management agreement on 29 December 2018, with an entrustment term from 1 January 2019 to 31 December 2021. In order to optimize the structure of service fees and further enhance the performance incentives for AMC, CLIC and AMC entered into the 2020-2022 asset management agreement on 1 July 2020 to replace the 2019-2021 asset management agreement, and to revise the annual caps in light of the needs for business development and the revised structure of service fees. Pursuant to the 2020-2022 asset management agreement, AMC agreed to invest and manage assets entrusted to it by CLIC, on a discretionary basis, subject to the investment guidelines and instructions given by CLIC. In consideration of AMC's services in respect of investing For the year ended 31 December 2020, the Company paid AMC a service fee of RMB2,089.15 million. The Company and AMC entered into the 2019-2021 asset management agreement on 28 December 2018, with a term from 1 January 2019 to 31 December 2021. In order to optimize the structure of service fees and further enhance the performance incentives for AMC, the Company and AMC entered into the 2020-2022 asset management agreement on 1 July 2020 to replace the 2019-2021 asset management agreement, and to revise the annual caps in light of the needs for business development and the revised structure of service fees. Pursuant to the 2020-2022 asset management agreement, AMC agreed to invest and manage assets entrusted to it by the Company, on a discretionary basis, within the scope granted by the Company and in accordance with the requirements of applicable laws and regulations, regulatory requirements and the investment guidelines given by the Company. In consideration of AMC's services in respect of investing and managing various categories of assets entrusted to it by the Company under the agreement, the Company agreed to pay AMC a service fee. For details as to the method of calculation of the service fee, please refer to Note 35 in the Notes to the Consolidated Financial Statements. The annual caps for the three years ending 31 December 2022 are RMB3,000 million, RMB4,000 million and RMB5,000 million, respectively. Asset Management Agreement between the Company and AMC Asset Management Agreements For the year ended 31 December 2020, the service fee paid by CLIC to the Company amounted to RMB563.70 million. The Company and CLIC entered into the 2018 policy management agreement on 26 December 2017, with a term from 1 January 2018 to 31 December 2020. Pursuant to the agreement, the Company agreed to provide policy administration services to CLIC relating to the non- transferred policies. The Company acted as a service provider under the agreement and did not acquire any rights or assume any obligations as an insurer under the non-transferred policies. For details as to the method of calculation of the service fee, please refer to Note 35 in the Notes to the Consolidated Financial Statements. The annual cap for the three years ended 31 December 2020 was RMB708 million. The Company and CLIC entered into the 2021 policy management agreement on 31 December 2020, with a term from 1 January 2021 to 31 December 2021. Pursuant to the agreement, the Company will continue to accept CLIC's entrustment to provide policy administration services relating to non-transferred policies. The annual cap in respect of the service fee to be paid by CLIC to the Company for the year ending 31 December 2021 is RMB599 million. The Company has complied with the disclosure requirements under Chapter 14A of the Listing Rules in respect of the above continuing connected transactions. When conducting the above continuing connected transactions during the Reporting Period, the Company has followed the pricing policies and guidelines formulated at the time when such transactions were entered into. For and on behalf of Willis Towers Watson Lingde Hong the EV Results have been prepared, in all material respects, in accordance with the methodology and assumptions set out in the Embedded Value section. Framework Agreements with AMP Framework Agreement between CLI and AMP As approved by the First Extraordinary General Meeting 2019 of the Company, CLI and AMP entered into the 2020- 2022 framework agreement on 17 February 2020, with a term of three years from 1 January 2020 to 31 December 2022. Pursuant to the agreement, CLI and AMP will continue to conduct certain daily transactions, including the subscription and redemption of fund products, asset management for specific clients, advisory services and other daily transactions permitted by laws and regulations. Pricing of the transactions under the agreement shall be determined by the parties through arm's length negotiations with reference to industry practices. For the three years ending 31 December 2022, the annual cap of the subscription price and corresponding subscription fee for the subscription of fund products is RMB10,000 million; the annual cap of the redemption price and corresponding redemption fee for the redemption of fund products is RMB10,000 million; the annual cap of the management fee (including the performance-based fee) payable by CLI and its subsidiaries for the asset management for specific clients is RMB150 million; the annual cap of the management fee (including the performance-based fee) payable by the subsidiaries of AMP for the asset management for specific clients is RMB150 million; the annual cap of the advisory fee payable by CLI and its subsidiaries for the advisory services is RMB150 million; the annual cap of the advisory fee payable by AMP and its subsidiaries for the advisory services is RMB150 million; and the annual cap of the fees for other daily transactions is RMB150 million. 44 China Life Insurance Company Limited | Annual Report 2020 | Significant Events For the year ended 31 December 2020, the subscription price and corresponding subscription fee for the subscription of fund products were RMB1,057.00 million, the redemption price and corresponding redemption fee for the redemption of fund products were RMB549.65 million, the management fee (including the performance- based fee) paid by CLI and its subsidiaries for the asset management for specific clients was RMBO million, the management fee (including the performance-based fee) paid by the subsidiaries of AMP for the asset management for specific clients was RMB0 million; the advisory fee paid by CLI and its subsidiaries for the advisory services was RMBO million; the advisory fee paid by AMP and its subsidiaries for the advisory services was RMBO million, and the fees for other daily transactions were RMB3.32 million. Framework Agreement between the Company and CLWM The Company and CLWM entered into the 2018-2020 framework agreement on 28 December 2017, pursuant to which the Company would continue to conduct certain transactions with CLWM during the period from 1 January 2018 to 31 December 2020, including the asset management services, the sales agency services for asset management products and other daily transactions permitted by laws and regulations. Pricing of the transactions under the agreement should be determined by the parties through arm's length negotiations with reference to industry practices. For the three years ended 31 December 2020, the annual cap of the management fee payable by the Company for the asset management services was RMB240 million; the annual cap of fees in connection with the sales agency services payable by CLWM, including the sales commission fee, client maintenance fee, handling fee and intermediary fee, was RMB100 million; and the annual cap of the fees for other daily transactions was RMB100 million. For the year ended 31 December 2020, the management fee paid by the Company for the asset management services was RMB3.60 million; the fees in connection with the sales agency services paid by CLWM, including the sales commission fee, client maintenance fee, handling fee and intermediary fee, were RMB0 million; and the fees for other daily transactions were RMB7.19 million. For the year ended 31 December 2020, the subscription price for the fund products was RMBO million, the redemption price for the fund products was RMBO million, the subscription fee for the fund products was RMBO million, the redemption fee for the fund products was RMBO million, the management fee (including the performance-based fee) paid by CLP&C for the asset management for specific clients was RMB7.03 million, and the fees for other daily transactions were RMB0.10 million. Framework Agreement between CLIC and CLWM For the year ended 31 December 2020, the management fee paid by CLIC for the asset management services was RMB1.35 million, and the advisory fee paid by CLIC for the advisory services was RMB1.63 million. Framework Agreement between CLP&C and CLWM CLP&C and CLWM entered into the 2018-2020 framework agreement on 29 December 2017, pursuant to which CLP&C would continue to conduct certain transactions with CLWM during the period from 1 January 2018 to 31 December 2020, including the asset management services, advisory services and other daily transactions permitted by laws and regulations. Pricing of the transactions under the agreement should be determined by the parties through arm's length negotiations with reference to industry practices. For the three years ended 31 December 2020, the annual caps of the management fee payable by CLP&C for the asset management services were RMB50 million, RMB150 million and RMB240 million, respectively; the annual caps of the advisory fee payable by CLP&C for the advisory services were RMB40 million, RMB80 million and RMB120 million, respectively; and the annual caps of the fees for other daily transactions were RMB150 million, RMB400 million and RMB700 million, respectively. For the year ended 31 December 2020, the management fee paid by CLP&C for the asset management services was RMB2.36 million, the advisory fee paid by CLP&C for the advisory services was RMB2.74 million, and the fees for other daily transactions were RMB0.01 million. China Life Insurance Company Limited | Annual Report 2020 | Significant Events 45 Framework Agreement between CLI and CLWM CLIC and CLWM entered into the 2018-2020 framework agreement on 27 December 2017, pursuant to which CLIC would continue to conduct certain transactions with CLWM during the period from 1 January 2018 to 31 December 2020, including the asset management services and advisory services. Pricing of the transactions under the agreement should be determined by the parties through arm's length negotiations with reference to industry practices. For the three years ended 31 December 2020, the annual caps of the management fee payable by CLIC for the asset management services were RMB50 million, RMB120 million and RMB180 million, respectively; and the annual caps of the advisory fee payable by CLIC for the advisory services were RMB50 million, RMB80 million and RMB120 million, respectively. negotiations with reference to industry practices. For the three years ending 31 December 2022, the annual cap of the subscription price for the fund products is RMB10,000 million; the annual cap of the redemption price for the fund products is RMB10,000 million; the annual cap of the subscription fee for the fund products is RMB100 million; the annual cap of the redemption fee for the fund products is RMB100 million; the annual cap of the management fee (including the performance-based fee) payable by CLP&C for the asset management for specific clients is RMB100 million; and the annual cap of the fees for other daily transactions is RMB100 million. Framework Agreement between CLP&C and AMP As approved by the First Extraordinary General Meeting 2019 of the Company, CLP&C and AMP entered into the 2020-2022 framework agreement on 3 December 2019, with a term of three years from 1 January 2020 to 31 December 2022. Pursuant to the agreement, CLP&C and AMP will continue to conduct certain daily transactions, including the subscription and redemption of fund products, asset management for specific clients and other daily transactions permitted by laws and regulations. Pricing of the transactions under the agreement shall be determined by the parties through arm's length For the year ended 31 December 2020, the subscription price and corresponding subscription fee for the subscription of fund products were RMB700.00 million, the redemption price and corresponding redemption fee for the redemption of fund products were RMB1,470.58 million, and the management fee (including the performance-based fee) paid by CLIC for the private asset management was RMB23.79 million. China Life Insurance Company Limited | Annual Report 2020 | Significant Events For the year ended 31 December 2020, the investment management service fee, floating management fee, performance-based bonus and real estate operation management service fee paid by the Company to CLI amounted to RMB650.74 million, and the contractual amount of assets newly entrusted by the Company to CLI for investment and management was RMB58,385.07 million. For the year ended 31 December 2020, the amount for the subscription of the related financial products established and issued by CLI or of which CLI had participated in the establishment and issuance was RMB7,550.00 million. Cooperation Framework Agreement for Investment Management with Insurance Funds between the Company and China Life Capital The Company and China Life Capital entered into the 2020-2022 framework agreement on 31 December 2019, with a term from 1 January 2020 to 31 December 2022. Pursuant to the agreement, the Company will continue to subscribe in the capacity of the limited partner for the fund products of which China Life Capital or any of its subsidiaries serves (individually and jointly with third parties) as the general partner, and/or the fund products of which China Life Capital serves as the manager (including the fund manager and co-manager). For the three years ending 31 December 2022, the annual cap for the subscription by the Company in the capacity of the limited partner of the fund products of which China Life Capital or any of its subsidiaries serves as the general partner is RMB5,000 million, and the annual cap for the management fee charged by China Life Capital as the general partner or the manager of the fund products is RMB200 million. For the year ended 31 December 2020, the amount of subscription by the Company in the capacity of the limited partner of the fund products of which China Life Capital or any of its subsidiaries serves as the general partner was RMBO million, and the management fee charged by China Life Capital as the general partner or the manager of the fund products was RMB93.16 million. Insurance Sales Framework Agreement The Company and CLP&C entered into the 2018 insurance sales framework agreement on 31 January 2018, with a term of three years from 8 March 2018 to 7 March 2021. Pursuant to the agreement, CLP&C will entrust the Company to act as an agent to sell selected insurance products within the authorized regions, and pay an agency service fee to the Company in consideration. of the services provided. For details as to the method of calculation of the agency service fee, please refer to Note 35 in the Notes to the Consolidated Financial Statements. The annual caps for the three years ended 31 December 2020 were RMB4,260 million, RMB5,540 million and RMB7,050 million, respectively. The Company and CLP&C entered into the 2021 insurance sales framework agreement on 20 February 2021, with a term of two years from 8 March 2021 to 7 March 2023. Unless a party serves the other party a written notice for non- renewal within 30 days before the expiration of the 2021 insurance sales framework agreement, the agreement will be automatically extended for one year to 7 March 2024. Pursuant to the agreement, CLP&C will continue to entrust the Company to act as an agent to sell selected insurance products within the authorized regions, and pay an agency service fee to the Company in consideration of the services provided. The annual caps for the three years ending 31 December 2023 are RMB3,500 million, RMB3,830 million and RMB4,240 million, respectively. For the year ended 31 December 2020, CLP&C paid the Company an agency service fee of RMB2,211.17 million. Framework Agreement between the Company and AMP As approved by the First Extraordinary General Meeting 2019 of the Company, the Company and AMP entered into the 2020-2022 framework agreement on 31 December 2019, with a term of three years from 1 January 2020 to 31 December 2022. Pursuant to the agreement, the Company and AMP will continue to conduct certain daily transactions, including the subscription and redemption of fund products, sales agency services, asset management for specific clients and other daily transactions permitted by laws and regulations. Pricing of the transactions under the agreement shall be determined by the parties. through arm's length negotiations with reference to industry practices. For the three years ending 31 December 2022, the annual cap of the subscription price and corresponding subscription fee for the subscription of fund products is RMB72,600 million; the annual cap of the redemption price and corresponding redemption fee for the redemption of fund products is RMB72,600 million; the annual caps of the sales commission fee and client maintenance fee payable by AMP are RMB700 million, RMB800 million and RMB900 million, respectively; the annual caps of the management fee (including the performance-based fee) payable by the Company for the asset management for specific clients are RMB300 million, RMB400 million and RMB500 million, respectively; and the annual cap of the fees for other daily transactions is RMB100 million. China Life Insurance Company Limited | Annual Report 2020 | Significant Events 43 For the year ended 31 December 2020, the subscription price and corresponding subscription fee for the subscription of fund products were RMB2,939.00 million, the redemption price and corresponding redemption fee for the redemption of fund products were RMB3,430.25 million, the sales commission fee and client maintenance fee paid by AMP were RMB2.50 million, the management fee (including the performance-based fee) paid by the Company for the asset management for specific clients was RMB37.51 million, and the fees for other daily transactions were RMB9.28 million. Framework Agreement between CLIC and AMP As approved by the First Extraordinary General Meeting 2019 of the Company, CLIC and AMP entered into the 2020-2022 framework agreement on 6 September 2019, with a term of three years from 1 January 2020 to 31 December 2022. Pursuant to the agreement, CLIC and AMP will continue to conduct certain daily transactions, including the subscription and redemption of fund products and private asset management. Pricing of the transactions under the agreement shall be determined by the parties through arm's length negotiations with reference to industry practices. For the three years ending 31 December 2022, the annual cap of the subscription price and corresponding subscription fee for the subscription of fund products is RMB10,000 million; the annual cap of the redemption price and corresponding redemption fee for the redemption of fund products is RMB10,000 million; and the annual cap of the management fee (including the performance-based fee) payable by CLIC for the private asset management is RMB100 million. CLI and CLWM entered into the 2018-2020 framework agreement on 20 December 2017, pursuant to which CLI would continue to conduct certain transactions with CLWM during the period from 1 January 2018 to 31 December 2020, including the asset management services, advisory services and other daily transactions permitted by laws and regulations. Pricing of the transactions under the agreement should be determined by the parties through arm's length negotiations with reference to industry practices. For the three years ended 31 December 2020, the annual caps of the management fee for the asset management services were RMB40 million, RMB80 million and RMB120 million, respectively; the annual caps of the advisory fee for the advisory services were RMB40 million, RMB80 million and RMB120 million, respectively; and the annual caps of the fees for other daily transactions were RMB20 million, RMB80 million and RMB160 million, respectively. For the year ended 31 December 2020, there was no relevant transaction between CLI and CLWM. Framework Agreements with CLWM Pension Company and CLWM entered into the 2018- 2020 framework agreement on 26 March 2018, pursuant to which Pension Company would conduct certain transactions with CLWM during the period from 1 January 2018 to 31 December 2020, including the asset management services, advisory services and other daily transactions permitted by laws and regulations. Pricing of the transactions under the agreement should be determined by the parties through arm's length negotiations with reference to industry practices. For the three years ended 31 December 2020, the annual caps of the management fee payable by Pension Company for the asset management services were RMB100 million, RMB150 million and RMB200 million, respectively; the annual caps of the advisory fee payable by Pension Company for the advisory services were RMB40 million, RMB80 million and RMB90 million, respectively; and the annual caps of the fees for other daily transactions were RMB90 million, RMB180 million and RMB270 million, respectively. Other Major Connected Transaction Formation of Hebei Xiongan Baiyangdian Ecological and Environmental Protection Fund (Limited Partnership) As approved at the sixteenth meeting of the sixth session of the Board of Directors of the Company, the Company, Hebei Xiongan Industrial Investment Guidance Fund (Limited Partnership), China Communications Construction Company Ltd., Power Construction Corporation of China, Ltd. and Qihui Huaxing Investment (Beijing) Company Ltd. (each as a limited partner) entered into a partnership agreement with China Xiongan Group Fund Management Co., Ltd. and China Life Industrial Investment Management Co., Ltd. ("CLIIM") (each as a general partner) on 31 December 2020 for the formation of Hebei Xiongan Baiyangdian Ecological and Environmental Protection Fund (Limited Partnership). The total capital contribution by all partners of the partnership shall be RMB6,502 million, of which RMB2,000 million shall be contributed by the Company. China Life Capital serves as the manager of the partnership. The partnership has a term of fifteen years. It will invest in ecological and environmental protection projects in Baiyangdian watershed, covering water, solid waste treatment and other industries. Formation of Beijing China Life Aged-care Industry Investment Fund (Limited Partnership) As approved by the First Extraordinary General Meeting 2020 of the Company, the Company (as the limited partner) entered into a partnership agreement with China Life Qiyuan (Beijing) Aged-care Industry Investment Management Co., Ltd. ("China Life Qiyuan") (as the general partner) on 27 November 2020 for the formation of Beijing China Life Aged-care Industry Investment Fund (Limited Partnership). The total initial capital amount of the partnership shall be RMB10,000 million, of which RMB9,990 million shall be contributed by the Company. China Life Equity Investment Co., Ltd. ("CLEI") serves as the manager of the partnership. The partnership has a term of ten years. It will focus on the investment in the aged-care industry, including industrial assets such as continuing care retirement communities, boutique apartments for the aged in urban core areas and community home care services, as well as the upstream and downstream businesses along the aged-care industry chain which are in line with the development direction of the industry and permitted by regulatory authorities. China Life Insurance Company Limited | Annual Report 2020 | Significant Events 47 Formation of Zhongguancun Science City Technological Innovation and Space Resources Investment Fund (Limited Partnership) As approved at the twenty-eighth meeting of the sixth session of the Board of Directors of the Company, the Company and Beijing Haidian State-owned Assets Operation and Management Center (each as a limited partner) entered into a partnership agreement with China Life Properties Investment Management Company Limited ("China Life Properties") and Beijing Zhongguancun Venture Street Technology Services Co., Ltd. (each as a general partner) on 31 December 2020 for the formation of Zhongguancun Science City Technological Innovation and Space Resources Investment Fund (Limited Partnership). The total capital contribution by all partners of the partnership shall be RMB5,002 million, of which RMB4,750 million shall be contributed by the Company. China Life Capital serves as the manager of the partnership. The partnership has a term of eight years. It will primarily focus on education and scientific research, and commercial and office properties in Haidian District, Beijing with clear and complete titles and property rights that meet the requirements of investment for insurance funds. Formation of Guangzhou Xincheng Industry Investment Fund Partnership (Limited Partnership) As approved at the twenty-eighth meeting of the sixth session of the Board of Directors of the Company, the Company, CLP&C and Guangzhou Xinyue Industry Investment Partnership (Limited Partnership) (each as a limited partner) entered into a partnership agreement with Guangzhou Jinhui Industry Investment Company Limited ("Guangzhou Jinhui") (as the general partner) on 9 November 2020 for the formation of Guangzhou Xincheng Industry Investment Fund Partnership (Limited Partnership). The total capital contribution by all partners of the partnership shall be RMB2,000 million, of which RMB1,500 million shall be contributed by the Company. China Life Jinshi Asset Management Company Limited ("China Life Jinshi") serves as the manager of the partnership. The partnership has a term of six years. It will primarily invest in financial assets and related assets in the inclusive financing sector. Framework Agreement between Pension Company and CLWM As approved at the twenty-ninth meeting of the sixth session of the Board of Directors of the Company, the Company (as the limited partner) entered into a partnership agreement with China Life Properties (as the general partner) on 20 November 2020 for the formation of China Life Qihang Phase I (Tianjin) Equity Investment Fund Partnership (Limited Partnership). The total capital contribution by all partners of the partnership shall be RMB9,001 million, of which RMB9,000 million shall be contributed by the Company. China Life Capital serves as the manager of the partnership. The partnership has a term of six years. It will focus on equity investment in real estate projects located in first-tier and strong performing second-tier cities of the PRC, as well as investment in ancillary facilities in compliance with the requirements of laws, regulations and regulatory policies. Each of CLIIM, China Life Capital, China Life Qiyuan, CLEI, China Life Properties, CLP&C, Guangzhou Jinhui and China Life Jinshi is a subsidiary of CLIC, and therefore a connected person of the Company. The transactions concerning the formation of partnership as described above constituted connected transactions of the Company that were subject to the reporting and announcement requirements but were exempt from the independent shareholders' approval requirement under Rule 14A.76(2) of the Listing Rules. The connected transaction in relation to the formation of Beijing China Life Aged-care Industry Investment Fund (Limited Partnership) as described above was subject to consideration and approval by the shareholders' general meeting of the Company pursuant to the SSE Listing Rules. The Company has complied with the disclosure requirement under Chapter 14A of the Listing Rules in respect of the connected transactions concerning the formation of partnership as described above. Statement on Claims, Debt Transactions and Guarantees etc. of a Non-operating Nature with Related Parties During the Reporting Period, the Company was not involved in claims, debt transactions or guarantees of a non-operating nature with related parties. 4. the amounts of the above transactions have not exceeded the relevant annual caps. 3. the transactions were entered into in accordance with the agreements governing those continuing connected transactions, and the terms are fair and reasonable and in the interests of shareholders of the Company as a whole; and Formation of China Life Qihang Phase I (Tianjin) Equity Investment Fund Partnership (Limited Partnership) 1. the transactions were entered into in the ordinary and usual course of business of the Company; 2. the transactions were conducted on normal commercial terms; For the year ended 31 December 2020, the management fee paid by Pension Company for the asset management services was RMB0 million, the advisory fee paid by Pension Company for the advisory services was RMB0.01 million, and the fees for other daily transactions were RMBO million. Framework Agreement between CLEC and CLWM CLEC and CLWM entered into the 2018-2020 framework agreement on 29 December 2017, pursuant to which CLEC would conduct certain transactions with CLWM during the period from 1 January 2018 to 31 December 2020, including the asset management services, advisory services and other daily transactions permitted by laws and regulations. Pricing of the transactions under the agreement should be determined by the parties through arm's length negotiations with reference to industry practices. For the three years ended 31 December 2020, the annual caps of the management fee payable by CLEC for the asset management services were RMB5 million, RMB10 million and RMB15 million, respectively; the annual caps of the advisory fee payable by CLEC for the advisory services were RMB5 million, RMB10 million and RMB15 million, respectively; and the annual caps of the fees for other daily transactions were RMB200 million; RMB300 million and RMB400 million, respectively. Framework Agreement between the Company and Chongqing Trust The Company and Chongqing Trust entered into the 2020- 2022 framework agreement on 27 December 2019, with a term of three years from 1 January 2020 to 31 December 2022. Pursuant to the agreement, the Company and Chongqing Trust will continue to conduct the subscription and redemption of trust products and other daily. transactions permitted by laws and regulations. Pricing of the transactions under the agreement shall be determined by the parties through arm's length negotiations with reference to industry practices. For the three years ending 31 December 2022, the annual cap of the total amount of subscription and redemption of the trust products is RMB30,000 million; the annual cap of the trustee's remuneration is RMB500 million; and the annual cap of the fees for other daily transactions is RMB100 million. For the year ended 31 December 2020, the total amount of subscription and redemption of the trust products was RMB2,999.98 million, the trustee's remuneration was RMB0.06 million, and the fees for other daily transactions were RMB0 million. 46 For the year ended 31 December 2020, there was no relevant transaction between CLEC and CLWM. Confirmation by auditor The Board has received a comfort letter from the auditor of the Company with respect to the above continuing connected transactions which were subject to the reporting, announcement and/or independent shareholders' approval requirements, and the letter stated that during the Reporting Period: 1. nothing has come to the auditors' attention that causes them to believe that the disclosed continuing connected transactions have not been approved by the Company's Board of Directors; 2. for transactions involving the provision of goods or services by the Company, nothing has come to the auditors' attention that causes them to believe that the transactions were not, in all material respects, in accordance with the pricing policies of the Company; 3. nothing has come to the auditors' attention that causes them to believe that the transactions were not entered into, in all material respects, in accordance with the relevant agreements governing such transactions; and 4. nothing has come to the auditors' attention that causes them to believe that the amounts of the continuing connected transactions have exceeded the total amount of the annual caps set by the Company. China Life Insurance Company Limited | Annual Report 2020 | Significant Events Confirmation by Independent Directors The Company's Independent Directors have reviewed the above continuing connected transactions which were subject to the reporting, announcement and/or independent shareholders' approval requirements, and confirmed that: The Company's profit distribution proposal shall be reviewed by the Board of Directors. The Board of Directors shall have a sufficient discussion of the reasonableness of the profit distribution proposal. After a special resolution regarding the proposal is reached and independent opinions have been given by the Company's Independent Directors, the proposal shall be submitted to the Company's general meeting for approval. In reviewing the profit distribution proposal, the Company shall provide Internet-based voting mechanism to the shareholders. When deliberating on specific cash dividend proposal by the Company's general meeting, the Company shall make active communication with shareholders, especially small- and medium-sized shareholders, through various channels. The Company shall also fully solicit opinions and appeals from investors, and give timely reply to concerns of small- and medium-sized investors. 3. The Company shall give priority to cash dividends as its profit distribution manner. In accordance with Article 218 of the Articles of Association, the Company's profit distribution policy is as follows: 1. Profit distribution modes: The Company may distribute dividends in the form of cash or shares or a combination of cash and shares. If practicable, the Company may distribute interim dividends. The Company's dividends shall not bear interest, save in the case where the Company fails to distribute the dividends to the shareholders on the day when dividends were due to have been distributed; 2. Conditions for and percentage of distribution of cash dividends: If the Company makes profits in a given year and the cumulative undistributed profit is positive, the Company shall distribute dividends in the form of cash and the cumulative profits distributed in cash over the past three years by the Company shall be no less than thirty percent (30%) of the average annual distributable profits in recent three years; In addition, the Company's profit distribution is required to comply with relevant regulatory requirements. If the Company's core solvency ratio or comprehensive solvency ratio does not meet the minimum requirements, the CBIRC may adopt regulatory measures against the Company due to its failure to meet the minimum requirements, which may restrict the Company's ability to distribute dividends to its shareholders. 3. Conditions for distribution of share dividends: If the Company's operation is sound and the Board of Directors is of the opinion that share dividends distribution is in the interest of all the Company's shareholders since the Company's stock price does not match the Company's share capital, the Company may propose a share dividends distribution plan if the conditions for cash dividends listed above are satisfied. In accordance with Article 219 of the Articles of Association, the procedures of reviewing the Company's profit distribution proposal is as follows: 2. The Company shall maintain a sustainable and steady profit distribution policy and at the same time take into consideration the Company's long-term interest, general interest of all the shareholders and the sustainable development of the Company; Profit distribution plan and public reserves capitalization plan 54 China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance In accordance with Article 217 of the Articles of Association, the basic principles of the Company's profit distribution are as follows: 1. The Company shall take the investment return for investors into full account and allocate the required percentage of the Company's realized distributable profits to shareholders as dividends each year; China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance For details regarding the Company's employees (including the number of employees, composition of professionals, educational levels, remuneration policy and training program), please refer to the section headed "Directors, Supervisors, Senior Management and Employees" in this annual report. (2020 Revision)"", the "Measures for the Administration of Employees of Branches of China Life Insurance Company Limited", and the "Measures for the Administration of Performance of Employees of Branch (Sub-Branch) Offices of China Life Insurance Company Limited" were considered and approved. The Company actively promoted the construction of a corporate democratic management system with employee representative meetings as its basic form to protect the democratic rights of employees and to facilitate the joint development between employees and the Company. The Company and its provincial branches have fully established the system of employee representative meetings, safeguarded the right to know, right to propose, right to decide and right to vote at such meetings according to law, and inspected and monitored the implementation of any resolutions adopted by employee representative meetings, thus carrying out the function of supervising the implementation of proposals in a serious manner and constantly improving democratic management. In 2020, the Company held three extraordinary employee representative meetings, during which the "Provisions of China Life Insurance Company Limited on Handling Employees with Violations (2020 Revision)", the "Notice on Relevant Issues Concerning the Implementation of the 'Provisions on Handling Employees with Violations The Company created a harmonious labour relationship according to law and entered into employment contracts with its employees in a timely manner. The Company strengthened the management of employees in all aspects by establishing the following mechanisms: an employee team management mechanism with the characteristics of focus on basic level, combination of training and utilization of employees, hierarchical responsibility and unified regulation; a performance management mechanism that is strategy-based and result-oriented, adopts hierarchical classification, and focuses on application; and a remuneration distribution mechanism that is based on the principles of salary determined by position, remuneration paid based on performance, emphasis on incentives and preference to the local level, and is compatible with the high-quality development requirements of the Company. The Company also emphasized on the growth and cultivation of employees by stepping up its effort on the development of training system for employees, pursued innovation for development to apply education and training in the entire process of growth of cadre employees, and continued to focus on empowerment. The Company attached importance to humanistic concern by constantly improving the mechanism for communication with employees, safeguarding the legitimate rights and interest of employees in a practical manner and encouraging employees to arrange vacations and annual leave in a scientific way, with an aim to achieve work-life balance. Relationship between the Company and its employees 53 Please also refer to the "Technology Empowerment and Operations and Services" in the section headed "Management Discussion and Analysis" in this annual report and Part 4 of the "ESG Report 2020" separately disclosed by the Company. The Company reinforced the protection of consumers' legitimate rights and interests, fostered sound corporate governance, clearly defined the duties and responsibilities of various parties, promoted the establishment of systems and mechanisms, constantly promoted the rights and interests of insurance consumers and made notice on risk alerts. Adhering to the customer-oriented approach firmly, the Company is committed to offering high-quality services to its customers, and has provided insurance services and value-added services for more than 500 million customers. Regulatory Commission on Administrative Licensing Procedures", the "Measures of the China Banking and Insurance Regulatory Commission on Administrative Punishment", the "Provisions on the Supervision and Administration of Insurance Agents", the "Measures for Oversight of Online Insurance Business", and the "Measures for the Administration of the Handling of Banking and Insurance Consumer Complaints", consistently made improvement to its systems and mechanism, and implemented the spirit and requirements of major regulatory documents on product development and design, sales management, investment supervision and corporate governance, etc., as released by the CBIRC in a stringent manner for the purpose of further carrying out compliance management responsibilities at all levels and in various lines. The Company consistently improved the compliance management framework of "three lines of defense" to ensure that the three lines of defense performed their own functions and collaborated with each other, which formed a joint force in compliance management. The Company also consolidated its foundation in all aspects for its steady and healthy development and firmly defended the bottom line of the systematic risk, which guaranteed the healthy and high- quality development of the Company on an ongoing basis. Relationship between the Company and its customers Profit distribution plan or public reserves capitalization plan for the year of 2020 FORMULATION AND IMPLEMENTATION OF PROFIT DISTRIBUTION POLICY In accordance with the profit distribution plan for the year 2020 approved by the Board on 25 March 2021, with the appropriation to its discretionary surplus reserve fund of RMB5,009 million (10% of the net profit for 2020), the Company, based on 28,264,705,000 shares in issue, proposed to distribute cash dividends amounting to RMB18,089 million to all shareholders of the Company at RMB0.64 per share (inclusive of tax). The foregoing profit distribution plan is subject to the approval by the 2020 Annual General Meeting to be held on 30 June 2021 (Wednesday). Dividends payable to domestic shareholders are declared, valued and paid in RMB. Dividends payable to shareholders of the Company's foreign-listed shares are declared and valued in RMB and paid in the currency of the jurisdiction in which the foreign-listed shares are listed (if the Company is listed in more than one jurisdiction, dividends shall be paid in the currency of the Company's principal jurisdiction of listing as determined by the Board). The Company shall pay dividends to shareholders of foreign-listed shares in conformity with the PRC regulations on foreign exchange control. If no such regulations are in place, the applicable exchange rate is the average closing rate published by the People's Bank of China one week before the declaration of the distribution of dividends. Compliance by the Company with the relevant laws and regulations that have a significant impact The profit distribution policy of the Company complied with the Articles of Association and the examination and approval procedures of the Company, clearly defined the dividend distribution standards and percentage and the decision-making procedures and system. Small- and medium-sized shareholders of the Company have sufficient opportunities to express their opinions and appeals, and their legitimate rights have been well protected. The Independent Directors diligently considered the profit distribution policy and expressed their independent opinion in this regard. The Company adhered to the code of conduct of "being trustworthy, assuming risks, emphasizing on services and being legal compliant" and promoted the compliance culture and concepts of "being compliant on a voluntary basis, and creating value from compliance", thereby creating the compliance environment of "starting from the top level and having responsibility for all to be compliant". The Company strictly observed and effectively implemented applicable laws and regulations and regulatory requirements, such as the Insurance Law, the Company Law, the Securities Law, the "Regulations for the Administration of Insurance Companies", the "Provisions of the China Banking and Insurance 4,522 20,633 7.3 1.6 18,089 6.4 2018 2019 2020 tax) Amount of cash dividends (including per ten shares (shares) tax) (shares) distributed (including (RMB) Transfer of public reserve into share capital per ten Number of bonus stocks per ten shares dividends were Year in which Amount of dividends The dividend distribution of the Company for the recent 3 years is as follows: China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance 55 No public reserve capitalization is provided for in the profit distribution plan for the current financial year. The Company, as a financial service institution, is always committed to green operation and carries out its major business activities in a manner that does not pose any material adverse effect on eco-environment and natural resources. The Company keeps on reducing the consumption of resources during its operation and pushes forward the environmental-friendly mode of production. In 2020, the Company quickly expanded its digitalized field offices, with "Cloud Desktop" supporting online office operation to a maximum of 135,000 person-times daily and "Cloud Video" hosting over 2,200 live streaming sessions daily during the pandemic. The Company pushed ahead online services in full swing by encouraging customers to opt for electronic invoices, reducing the number of paper invoices in an effective manner. Paperless insurance application rate of long-term individual insurance reached 99.9%, which resulted in saving approximately 365.6 tons of paper, and the promotion of paperless application rate of group insurance reached 97.9%. More than 100 million cases were processed through online paperless insurance policy services, which helped save approximately 800 tons of paper. In addition, the Company proactively put into practice green procurement, and clearly specified its requirements for the management of ESG supply chains in its "Measures for the ESG and Social Responsibility Management of China Life Insurance Company Limited (for trial implementation)", and achieved the green management of supply chains, thus giving support to China in its pursue of green development and ecological civilization. For the performance by the Company of its social responsibility for poverty alleviation during the Reporting Period, please refer to the special section of the full text of the "ESG Report 2020" separately disclosed by the Company on the website of the SSE (http://www.sse.com.cn) and the HKExnews website of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk). 52 Directors of the Company during the Reporting Period and up to the date of this report were as follows: REPORT OF THE BOARD OF DIRECTORS GOVERNANCE CORPORATE 50 China Life Insurance Company Limited | Annual Report 2020 | Significant Events Net profit attributable to equity holders of the Company in the consolidated statements for the year in which dividends were distributed TARGETED POVERTY ALLEVIATION In order to consistently carry out the relevant arrangements under the "Notice of the State Council on Issuing the Implementation Plan for Transferring Part of State- owned Capital to Supplement Social Security Fund" (Guo Fa [2017] No. 49), the CBIRC has approved the one-off transfer by the Ministy of Finance of 10% of its equity interest in CLIC to the National Council for Social Security Fund (the "SSF") (the "Gratuitous Transfer") in accordance with the "Reply for the Approval of Change of Shareholder of China Life Insurance (Group) Company" (CBIRC's Reply [2020] No. 63). Following completion of the Gratuitous Transfer, the Ministry of Finance and the SSF hold 90% and 10% equity interest in CLIC, respectively. CLIC is the controlling shareholder of the Company, and the Ministry of Finance is the effective controller of the Company. The Gratuitous Transfer would not result in any change of the controlling shareholder or effective controller of the Company. For further details, please refer to the announcements published by the Company on the website of the SSE (http://www.sse.com.cn) and the HKExnews website of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) on 15 February 2020 and 14 February 2020, respectively. OTHERS The major assets of the Company are financial assets. During the Reporting Period, there was no major asset of the Company being seized, detained or frozen that is subject to the disclosure requirements. RESTRICTION ON MAJOR ASSETS EXECUTIVE DIRECTORS Given that the change of ownership of the above two properties and related land use rights were directed by the co-owners, and all formalities in relation to the change of ownership were proceeded slowly due to reasons such as issues rooted in history and government approvals, CLIC, the controlling shareholder of the Company, made further commitment as follows: CLIC will assist the Company in completing, and urge the co-owners to complete, the formalities in relation to the change of ownership in respect of the above two properties and related land use rights as soon as possible. If the formalities cannot be completed due to the reasons of the co-owners, CLIC will take any other legally practicable measures to resolve the issue and will bear any potential losses suffered by the Company as a result of the defective ownership. China Life Insurance Company Limited | Annual Report 2020 | Significant Events The Company's Shenzhen Branch and the other co-owners of the properties have issued a letter to the governing department of the original owner of the properties. in respect of the confirmation of ownership of the properties, requesting it to report the ownership issue to the State-owned Assets Supervision and Administration Commission of the State Council ("SASAC"), and requesting the SASAC to confirm the respective shares of each co-owner in the properties and to issue written documents in this regard to the department of land and resources of Shenzhen, so as to assist the Company and the other co-owners to complete the formalities in relation to the division of ownership of the properties. CLIC strictly followed these commitments. As at the end of the Reporting Period, save for the two properties and related land of the Company's Shenzhen Branch, the ownership registration formalities of which had not been completed due to historical reasons, all other formalities in relation to the change of land and property ownership had been completed. The Shenzhen Branch of the Company continues to use such properties and land, and no other parties have questioned or hindered the use of such properties and land by the Company. Prior to the listing of the Company's A Shares (30 November 2006), land use rights were injected by CLIC into the Company during its reorganization. Out of these, four pieces of land (with a total area of 10,421.12 square meters) had not had its formalities in relation to the change of ownership completed. Further, out of the properties injected into the Company, there were six properties (with a gross floor area of 8,639.76 square meters) in respect of which the formalities in relation to the change of ownership had not been completed. CLIC undertook to complete the above-mentioned formalities within one year of the date of listing of the Company's A Shares, and in the event that such formalities could not be completed within such period, CLIC would bear any potential losses to the Company due to the defective ownership. DIRECTORS, SUPERVISORS, SENIOR MANAGEMENT OR OTHER RELATED PARTIES WHICH ARE EITHER GIVEN OR EFFECTIVE DURING THE REPORTING PERIOD UNDERTAKINGS OF THE COMPANY, SHAREHOLDERS, EFFECTIVE CONTROLLERS, ACQUIRERS, Except as otherwise disclosed in this report, the Company had no other material contracts during the Reporting Period. Entrusted wealth management during the Reporting Period or any wealth management occurred in previous periods but subsisted during the Reporting Period: Investment is one of the principal businesses of the Company. The Company has mainly adopted the mode of entrusted investment for management of its investment assets, and has established a diversified framework of entrusted investment management with China Life's internal managers playing the key role and the external managers offering effective supports. The internal managers include AMC and its subsidiaries, CLI and its subsidiaries and Pension Company. The external managers comprise both domestic and overseas managers, including fund companies, securities companies and other professional investment management institutions. The Company selected different investment managers based on the purpose of allocation of various types of investments, their risk features and the expertise of different managers, so as to establish a great variety of investment portfolios and improve the efficiency of capital utilization. The Company entered into entrusted investment management agreements with all managers and supervised the managers' daily investment performance through the measures such as investment guidelines, asset entrustment and performance appraisals. The Company also adopted risk control measures in respect of specific investments based on the characteristics of different managers and investment products. The Company neither gave external guarantees nor provided guarantees to its non-wholly owned subsidiaries during the Reporting Period. During the Reporting Period, the Company neither acted as trustee, contractor or lessee of other companies' assets, nor entrusted, contracted or leased its assets to other companies, the profit or loss from which accounted for 10% or more of the Company's profits for the Reporting Period, nor were there any such matters that occurred in previous periods but subsisted during the Reporting Period. MATERIAL CONTRACTS AND THEIR PERFORMANCE 49 Wang Bin (Chairman) Su Hengxuan Li Mingguang Zhao Peng The Company proactively explored the ways of incorporating environmental, social and governance ("ESG") elements into its investment business. It proposed in the "Guidelines for the Authorization by China Life Insurance Company Limited to China Life Asset Management Company Limited for Investment Management (2020)" to take an active role in exploring and putting ESG investment concept into practice, and adopted it as a basic principle of the guidelines for investment management. In its investment in "AMC - ESG Select No. 1 Insurance Asset Management Product", the Company attached great importance to its sustainable development and performance of duties in ESG during the entire process of portfolio management. In 2020, the Company kicked off several green investment projects. In particular, State Power Investment Corporation Limited and CLIC entered into a strategic partnership cooperation agreement for the joint investment in establishing a clean energy fund. The fund has a total size of RMB8 billion, and will be used for the construction of large-scale clean energy projects at the national level, in which the Company has invested. system. With adherence to green operation, the Company integrated the "low carbon" environmental protection concept into the whole process of its daily office work and insurance operations and services for the purpose of facilitating the accomplishment of "carbon neutral" objective of China. The Company vigorously developed green finance by consistently improving its green investment management Environmental policies and performance of the Company For details of the overall operation of the Company during the Reporting Period, the future development of its business and the principal risks faced by it, please refer to the sections headed "Management Discussion and Analysis" and "Internal Control and Risk Management" in this annual report. These discussions form part of the "Report of the Board of Directors". Overall operation of the Company during the Reporting Period BUSINESS REVIEW The Company is a leading life insurance company in China and possesses an extensive distribution network comprising exclusive agents, direct sales representatives, and dedicated and non-dedicated agencies, providing products and services such as individual and group life insurance, accident and health insurance. The Company is one of the largest institutional investors in China, and becomes one of the largest insurance asset management companies in China through its controlling shareholding in AMC. The Company also has controlling shareholding in Pension Company. PRINCIPAL BUSINESS Mr. Tang Xin, Mr. Chang Tso Tung Stephen, Mr. Li Mingguang, Mr. Su Hengxuan, Mr. Wang Bin, Mr. Yuan Changqing, Mr. Wang Junhui, Mr. Robinson Drake Pike, Ms. Leung Oi-Sie Elsie From left to right: China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance 51 Note: The Board of the Company received a letter of resignation from Mr. Chang Tso Tung Stephen, an Independent Director of the Company, on 19 October 2020. As Mr. Chang had consecutively served as an Independent Director for six years, he tendered his resignation for such position to the Board of the Company pursuant to the relevant regulations. Mr. Lam Chi Kuen has been elected as an Independent Director of the sixth session of the Board of the Company at the 2019 Annual General Meeting of the Company held on 29 June 2020 as the successor of Mr. Chang Tso Tung Stephen. The qualification of Mr. Lam Chi Kuen as a Director is subject to the approval of the CBIRC. Since the resignation of Mr. Chang Tso Tung Stephen will result in the number of Independent Directors of the Company falling below the minimum number required by the relevant regulations and the Articles of Association of the Company, Mr. Chang Tso Tung Stephen will continue to perform his duties as an Independent Director until the qualification of Mr. Lam Chi Kuen is approved by the CBIRC. Leung Oi-Sie Elsie Tang Xin Robinson Drake Pike Chang Tso Tung Stephen Note (resigned on 15 January 2021 due to the adjustment of work arrangements) (resigned on 7 February 2021 due to the adjustment of work arrangements) (appointed on 20 February 2020 and resigned on 23 April 2020 due to the adjustment of work arrangements) INDEPENDENT DIRECTORS Wang Junhui Yin Zhaojun Yuan Changqing Liu Huimin NON- EXECUTIVE DIRECTORS China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance RMB million shares amount of Based on the information publicly available to the Company and within the knowledge of the Directors as at the Latest Practicable Date (25 March 2021), not less than 25% of the issued share capital of the Company (being the minimum public float applicable to the shares of the Company) was held in public hands. SUFFICIENCY OF PUBLIC FLOAT In 2020, the gross written premiums received from the Company's five largest customers accounted for less than 30% of the Company's gross written premiums for the year. There is no related party of the Company among the five largest customers. MAJOR CUSTOMERS 57 China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance BOARD'S STATEMENT ON INTERNAL CONTROL In accordance with the requirements of the "Standard Regulations on Corporate Internal Control", the Board conducted an assessment on internal control relating to the Company's financial reporting functions, and confirmed that its internal control was effective as at 31 December 2020. The Directors are responsible for overseeing the preparation of the financial report for each financial period which gives a true and fair view of the Company's financial position, performance results and cash flows for that period. To the best knowledge of the Directors, there was no material event or condition during the Reporting Period that might have a material adverse effect on the continuing operation of the Company. RESPONSIBILITY STATEMENT OF DIRECTORS ON FINANCIAL REPORTS 3. the Company has expressly provided in its Articles of Association the level of authority required for approving external guarantees and the approval procedures. 2. the Company's internal control system regarding external guarantees is in compliance with laws, regulations, and the requirements under the "Notice in relation to the Standardization of Capital Flows between Listed Companies and Connected Parties and Issues in relation to External Guarantees Granted by Listed Companies"; and 1. during the Reporting Period, the Company did not provide any external guarantee; Independent Directors of the Company have rendered their independent opinions on the Company's external guarantees, and are of the view that: MATERIAL GUARANTEES No management or administration contracts for the whole or substantial part of any business of the Company were entered into during the Reporting Period. MANAGEMENT CONTRACTS According to the Articles of Association and relevant PRC laws, there is no provision for any pre-emptive rights of the shareholders of the Company. At present, the Company does not have any arrangement for share options. COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE The Company has applied the principles of the Corporate Governance Code (the "CG Code") as set out in Appendix 14 to the Listing Rules, and has complied with all code provisions of the CG Code during the Reporting Period. AUDITORS A resolution was passed at the 2019 Annual General Meeting to engage Ernst & Young Hua Ming LLP as the PRC auditor and the auditor for US Form 20-F of the Company for the year 2020, and Ernst & Young as the Hong Kong auditor of the Company for the year 2020, who I will hold office until the conclusion of the 2020 Annual General Meeting. Ernst & Young Hua Ming LLP and Ernst & Young have been serving as the Company's auditors for eight consecutive years. Percentage of 58 China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance 25 March 2021 Beijing, China By Order of the Board Wang Bin Chairman The Company is actively carrying out the selection process for appointment of auditors for 2021. For details of any further information, investors are advised to pay attention to the announcements to be published by the Company in jurisdictions where its shares are listed. 66.13 3.49 PRE-EMPTIVE RIGHTS AND ARRANGEMENTS FOR SHARE OPTIONS 11.36 62.64 procedures fee Fees RMB million Audit, review and agreed-up Service/Nature was as follows: Remuneration paid by the Company to the auditors in 2020 Including: Internal control audit fee Non-audit services fee (tax services. and consultation services) Total The Company made appropriate insurance arrangement with respect to legal actions that might be faced by its Directors in connection with corporate activities, and such insurance arrangement was in force during the Reporting Period and up to the date of this report. Remuneration paid by the Company to the auditors is subject to the approval at the shareholders' general meeting, pursuant to which the Board is authorized to determine the amount and make payment. Audit fees paid by the Company to the auditors will not affect the independence of the auditors. As at the end of the Reporting Period, none of the Directors, Supervisors and the chief executive of the Company had any interests or short positions in the shares, underlying shares or debentures of the Company or its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the "SFO")) that were required to be recorded in the register of the Company required to be kept pursuant to Section 352 of the SFO or which had to be notified to the Company and the HKSE pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") as set out in Appendix 10 to the Listing Rules. In addition, the Board has created a code of conduct in relation to the sale and purchase of the Company's securities by Directors and Supervisors, which is no less stringent than the Model Code. Upon specific inquiry by the Company, the Directors and Supervisors have confirmed compliance with the Model Code and the Company's own code of conduct in the year 2020. Details of the movement in property, plant and equipment of the Company are set out in Note 6 in the Notes to the Consolidated Financial Statements in this annual report. PROPERTY, PLANT AND EQUIPMENT The total amount of charitable donations made by the Company during the Reporting Period was approximately RMB337.31 million. CHARITABLE DONATIONS Details of the reserves of the Company are set out in Note 38 in the Notes to the Consolidated Financial Statements in this annual report. RESERVES CHANGES IN ACCOUNTING ESTIMATES 40% 35% 36% statements 11,395 58,287 50,268 net profit attributable to equity holders of the Company in the consolidated PERMITTED INDEMNITY PROVISION cash dividends in SHARE CAPITAL Details of the movement in share capital of the Company are set out in Note 36 in the Notes to the Consolidated Financial Statements in this annual report. The changes in accounting estimates of the Company during the Reporting Period are set out in Note 3 in the Notes to the Consolidated Financial Statements in this annual report. Shareholders are taxed and/or enjoy tax relief for the dividend income received from the Company in accordance with the "Individual Income Tax Law of the People's Republic of China", the "Enterprise Income Tax Law of the People's Republic of China", and relevant administrative rules, governmental regulations and guiding documents. Please refer to the announcement published No arrangements to which the Company, any of its subsidiaries or holding companies, or any subsidiary of the Company's holding companies is a party, and whose objects are, or one of whose objects is, to enable Directors or Supervisors (including their spouses and children under the age of 18) to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate, subsisted at any time during the Reporting Period or at the end of the Reporting Period. INFORMATION OF TAX DEDUCTION FOR HOLDERS OF LISTED SECURITIES DIRECTORS' AND SUPERVISORS' RIGHTS TO ACQUIRE SHARES None of the Directors or Supervisors (and their connected entities) is or was materially interested, directly or indirectly, in any transaction, arrangement or contract of significance entered into by the Company or its controlling shareholders or any of their respective subsidiaries at any time during the Reporting Period or subsisted at the end of the Reporting Period. OR CONTRACTS MATERIAL TRANSACTIONS, ARRANGEMENTS INTERESTS OF DIRECTORS AND SUPERVISORS (AND THEIR CONNECTED ENTITIES) IN None of the Directors or Supervisors has entered into any service contracts with the Company and its subsidiaries that are not terminable within one year or can only be terminated by the Company with payment of compensation (other than statutory compensation). DIRECTORS' AND SUPERVISORS' SERVICE CONTRACTS Details of the Board meetings and the Board's performance of its duties during the Reporting Period are set out in the section headed "Report of Corporate Governance" in this annual report. 56 China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance DISCLOSURE OF INTERESTS OF DIRECTORS, SUPERVISORS AND THE CHIEF EXECUTIVE IN THE SHARES OF THE COMPANY DAY-TO-DAY OPERATIONS OF THE BOARD No H Share stock appreciation rights of the Company were granted or exercised in 2020. The Company will deal with such rights and related matters in accordance with the PRC governmental policies. H SHARE STOCK APPRECIATION RIGHTS During the Reporting Period, the Company and its subsidiaries did not purchase, sell or redeem any of the Company's listed securities. PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S SECURITIES by the Company on the website of the SSE on 10 July 2020 for the information on income tax in respect of the dividend distributed to A Share shareholders during the Reporting Period, and the announcement published by the Company on the HKExnews website of Hong Kong Exchanges and Clearing Limited on 29 June 2020 for the information on income tax in respect of the dividend distributed to H Share shareholders during the Reporting Period. enterprise emolument ten thousands paid in RMB 0 0 Since 3 December 2018 0 during Remuneration November 1958 ten thousands annuity the Reporting fund paid by Period in RMB the Company parties of the Company 0 ten thousands in RMB (before tax) from connected 0 0 Executive Director No Chairman of the Board of Yuan Changging 147.90 22.60 125.30 0 Since 16 August 2019 July 1969 Male Executive Director Li Mingguang Yes 0 0 0 0 0 Since 20 December 2018 February 1963 Male Executive Director Su Hengxuan Yes Jia Yuzeng 51.84 REPORT OF THE BOARD OF SUPERVISORS 92.91 No Supervisor Wang Xiaoqing Employee Representative Supervisor Female October 1965 Since 27 December 2019 0 0 Non-executive Director 32.25 84.09 No Total 1 0 0 I 304.95 122.05 427.00 Notes: 33.55 59.36 0 0 Since 11 July 2018 0 0 143.20 22.55 165.75 No Supervisors Han Bing Supervisor Male Male November 1971 0 0 50.55 33.70 84.25 No Employee Representative Cao Qingyang Male May 1963 Since 12 July 2019 Since 12 July 2019 Male No Since 11 February 2018 received fund and the Company China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance The Board of the Company received a letter of resignation from Mr. Chang Tso Tung Stephen, an Independent Director of the Company, on 19 October 2020. As Mr. Chang Tso Tung Stephen had consecutively served as an Independent Director for six years, he tendered his resignation for such position to the Board of the Company pursuant to the relevant regulations. Mr. Lam Chi Kuen has been elected as an Independent Director of the sixth session of the Board of the Company at the 2019 Annual General Meeting of the Company held on 29 June 2020 as the successor of Mr. Chang Tso Tung Stephen. The qualification of Mr. Lam Chi Kuen as a Director is subject to the approval of the CBIRC. Since the resignation of Mr. Chang Tso Tung Stephen will result in the number of Independent Directors on the Board falling below the minimum number required by the relevant regulations and the Articles of Association, Mr. Chang Tso Tung Stephen will continue to perform his duties as an Independent Director until the qualification of Mr. Lam Chi Kuen is approved by the CBIRC. 4. 3. According to the requirements of the relevant remuneration policies of the Company, the final amount of emoluments of the Executive Directors is currently subject to review and approval. The result of the review will be disclosed when the final amount is confirmed. The positions of the Directors in this annual report reflect their positions as at the submission date of this annual report. The emoluments are calculated based on their terms of office during the Reporting Period. According to the "Procedural Rules for the Board Meetings of China Life Insurance Company Limited", Directors serve for a term of three years and may be re-elected. However, Independent Directors may not serve for more than six years. 2. 1. Notes: 273.90 22.60 251.30 0 0 Total Yes 30.00 0 30.00 0 Salary/ 0 received from Whether Pursuant to the Articles of Association, Supervisors serve for a term of three years and may be re-elected. The positions of the Supervisors in this annual report reflect their positions as at the submission date of this annual report. The emoluments are calculated based on their terms of office during the Reporting Period. 2. 67 CURRENT SUPERVISORS Other benefits, social insurance, Total Number of shares Number of shares held Name Position Gender Date of Birth Term held at the at the end Reason for changes beginning of the year of the year housing emoluments provident September 1961 Since 20 July 2016 Female 0 Since 20 October 2014 November 1948 Male Independent Director Chang Tso Tung Stephen Yes 0 0 0 0 0 Since 16 August 2019 July 1971 Male Non-executive Director Wang Junhui Yes 0 0 0 0 0 0 April 1939 32.00 32.00 Independent Director Yes 32.00 0 32.00 0 0 Since 7 March 2016 September 1971 Male Independent Director Tang Xin Leung Oi-Sie Elsie 32.00 0 32.00 0 0 Since 11 July 2015 October 1951 Male Independent Director Robinson Drake Pike Yes 0 1. 10,000,000 Wang Bin Number of shares Increase/decrease during the Reporting Period Number of shares held as at the end of the Reporting Period Percentage of shareholding Nature of shareholder Name of shareholder Unit: Shares No. of H Share shareholders: 26,014 No. of A Share shareholders: 176,351 Total number of ordinary share shareholders as at the end of the month prior to the disclosure of the annual report Particulars of top ten shareholders of the Company No. of H Share shareholders: 26,202 No. of A Share shareholders: 167,218 Total number of ordinary share shareholders as at the end of the Reporting Period INFORMATION ON SHAREHOLDERS AND EFFECTIVE CONTROLLER Total number of shareholders and their shareholdings As at the end of the Reporting Period, the Company had not issued any securities in the last three years. During the Reporting Period, there was no change in the total number of shares and the share structure of the Company due to bonus issues or placings, nor were there any internal employees' shares. ISSUE AND LISTING OF SECURITIES During the Reporting Period, there was no change in the total number of shares and the share capital of the Company. CHANGES IN ORDINARY SHARES AND SHAREHOLDERS INFORMATION CHANGES IN SHARE CAPITAL 62 China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance 25 March 2021 Beijing, China Chairman of the Board of Supervisors By Order of the Board of Supervisors Jia Yuzeng Internal control system and self-evaluation report on internal control. During the Reporting Period, the Company sought to improve its internal control system, and continued to improve the effectiveness of such system. The Board of Supervisors of the Company reviewed the self-evaluation report on the Company's internal control system and did not raise any objection against the self-evaluation report of the Board regarding the Company's internal control system. Number of shares subject to selling pledged or frozen restrictions China Universal Asset Management Co., Ltd +27,456,051 27,456,051 0.10% Other -6,228,459 48,421,705 0.17% Overseas legal person 119,719,900 0.42% State-owned legal person Connected transactions. During the Reporting Period, the connected transactions of the Company were on commercial terms. The Board of Supervisors is not aware of any acts harming the interests of the Company. Central Huijin Asset Management Limited Hong Kong Securities Clearing Company Limited Ping An Life Insurance Company of China, Ltd. -Proprietary Fund 2.56% State-owned legal person China Securities Finance Corporation Limited +3,644,543 7,327,335,246 25.92% Overseas legal person HKSCC Nominees Limited 19,323,530,000 68.37% State-owned legal person China Life Insurance (Group) Company 723,937,634 Acquisition and sale of assets. During the Reporting Period, the prices for acquisition and sale of assets by the Company were fair and reasonable. The Board of Supervisors is not aware of any insider trading, any acts harming the interests of shareholders or incurring any loss to the Company's assets. The authenticity of the financial report. The Company's annual financial report truly reflected the Company's financial position and operating results. Ernst & Young Hua Ming LLP and Ernst & Young have performed audits and have issued standard and unqualified auditors' reports in respect of the financial statements for the year 2020 in accordance with the China Standards on Auditing of PRC Certified Public Accountants and the International Standards on Auditing, respectively. The Company's operational compliance with the law. During the Reporting Period, the Company's operations were in compliance with the law. The Company's operations and decision-making procedures were in compliance with the Company Law and the Articles of Association. All Directors and senior management of the Company maintained strict principles of diligence and integrity and performed their duties conscientiously. The Board of Supervisors is not aware of any of them having violated any law, regulation, or any provision in the Articles of Association or harmed the interests of the Company in the course of discharging their duties. 0/2 2/2 of meetings required to attend of meetings required to attend 0/0 Name of Supervisor Song Ping meetings attended meetings attended in person/number by proxies/number Number of Number of Attendance records of the resigned Supervisors at the meetings of the Board of Supervisors are as follows: in person/number by proxies/number meetings attended meetings attended Number of Luo Zhaohui Number of MEETINGS AND ATTENDANCE Currently, the sixth session of the Board of Supervisors of the Company comprises Mr. Jia Yuzeng, Mr. Han Bing, Mr. Cao Qingyang and Ms. Wang Xiaoqing, with Mr. Jia Yuzeng acting as the Chairman of the Board of Supervisors. Mr. Jia Yuzeng and Mr. Han Bing are Non-employee Representative Supervisors, whereas Mr. Cao Qingyang and Ms. Wang Xiaoqing are Employee Representative Supervisors. In January 2020, Mr. Song Ping resigned from his position as a Supervisor of the Company due to the adjustment of work arrangements. In July 2020, Mr. Luo Zhaohui resigned from his position as a Supervisor of the Company due to the adjustment of work arrangements. Meetings of the Board of Supervisors are convened by the Chairman of the Board of Supervisors. According to the Articles of Association, the Company formulated the "Procedural Rules for the Board of Supervisors Meetings" and established protocols for the Board of Supervisors meetings. Board of Supervisors meetings are categorized as regular or ad-hoc meetings in accordance with the degree of pre-planning involved. There are at least three regular meetings each year, mainly to adopt and review financial reports and periodic reports, and examine the financial condition and internal control of the Company. Ad-hoc meetings are convened when necessary. 59 China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance Ms. Wang Xiaoqing, Mr. Cao Qingyang, Mr. Jia Yuzeng, Mr. Han Bing From left to right: M The Board of Supervisors is accountable to the shareholders and reports its work to the shareholders' general meeting according to relevant laws. It is also responsible for appraising the Company's operations, financial reports, connected transactions and internal control, etc. during the Reporting Period. manner. The Board of Supervisors consists of Non-employee Representative Supervisors, such as shareholder representatives, and Employee Representative Supervisors, of which the Employee Representative Supervisors shall not be less than one-third of the Board of Supervisors. Non-employee Representative Supervisors, such as shareholder representatives, shall be elected and removed by a shareholders' general meeting while Employee Representative Supervisors shall be elected and removed by employees of the Company in a democratic Pursuant to the Company Law and the Articles of Association, the Company has established a Board of Supervisors. The Board of Supervisors performs the following duties in accordance with the Company Law, the Articles of Association and the "Procedural Rules for the Board of Supervisors Meetings": to examine the finances of the Company; to monitor whether the Directors, President, Vice Presidents and other senior management officers of the Company have acted in contravention of laws, regulations, the Articles of Association and resolutions of the shareholders' general meetings when discharging their duties; to review the financial information of the Company such as financial reports, results reports and profit distribution plans to be approved by the Board; to propose the convening of extraordinary shareholders' general meetings, to propose resolutions at shareholders' general meetings and to perform any other duties. under the laws, regulations and regulatory rules of the Company's listed jurisdictions. During the Reporting Period, five meetings were held by the Board of Supervisors of the Company. Attendance records of individual Supervisors are as follows: - Industrial and Commercial Bank Note: The number of meetings attended in person includes meetings attended by the Supervisors on-site and by way of telephone or video conference. of meetings During the Reporting Period, the Board of Supervisors of the Company performed its supervisory duties in a diligent manner in accordance with the requirements of the Company Law, the Articles of Association and the "Procedural Rules for the Board of Supervisors' Meetings". The Board of Supervisors had no objection in respect of the matters under its supervision during the Reporting Period. INDEPENDENT OPINION OF THE BOARD OF SUPERVISORS ON CERTAIN MATTERS 61 China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance Attending training courses and constantly enhancing performance of duties by the Supervisors. In 2020, all members of the Board of Supervisors attended the training programs on anti-money laundering. Mr. Jia Yuzheng, the Chairman of the Board of Supervisors, attended a series of online training courses for the chairmen of the board of supervisors of listed companies in 2020 organized by the China Association for Public Companies. Actively conducting research and investigation activities, examining and understanding the business operations of local branches. In consideration of the Covid-19 pandemic prevention and control, the members of the Board of Supervisors conducted investigation and research through a combination of online and offline methods. Through the investigation and research activities, the Board of Supervisors comprehended the corporate business development of local branches in great depth, examined the effectiveness of the implementation by local branches of decisions made by the Board and the management as well as the establishment of the risk prevention and control mechanism, discussed matters in relation to the optimization of the risk prevention and control mechanism, the implementation of the "Dingxin Project" and the promotion of the high-quality development of the Company's businesses, and fully listened to the opinions and advices given by local branches. Supervising and evaluating the performance of duties by Directors. The Company commenced an evaluation of the performance of duties by Directors in accordance with the requirements such as the "Measures for the Administration of Independent Directors of Insurance Institutions" issued by the CBIRC and the "Operational Guidance for Evaluating the Performance of Duties by Directors of Insurance Companies" issued by the Insurance Association of China and after taking into account the "Provisional Measures for Evaluating the Performance of Duties by Directors" of the Company. Based on the performance of duties by Directors in 2020 and by reference to the information obtained during their participation of meetings of the Board and various special committees, the members of the Board of Supervisors evaluated and scored the Directors of the Company and formed evaluation opinions on them, which therefore improved the mechanism for the supervision and evaluation of duty performance of Directors. Supervising the performance of duties by the Board and senior management in reputation risk management. Members of the Board of Supervisors received an annual reputation risk management report prepared by the senior management through participation in the meetings of the Board and the Risk Management and Consumer Rights Protection Committee, so as to supervise the performance of duties by the Board in reputation risk management. Attending and participating in corporate governance meetings and actively exercising their supervisory role. In 2020, the Board of Supervisors attended the First Extraordinary General Meeting 2020 and the 2019 Annual General Meeting of the Company, and participated in the regular meetings of the Board. All members of the Board of Supervisors participated in the regular meetings of the Audit Committee, the Nomination and Remuneration Committee, the Risk Management and Consumer Rights Protection Committee, the Strategy and Assets and Liabilities Management Committee, and the Connected Transactions Control Committee, respectively, in accordance with the work allocation among Supervisors determined by the Board of Supervisors. By attending these meetings, all Supervisors diligently discharged their duties, oversaw the procedures for convening meetings, carefully listened to the matters considered at the meetings, and participated in discussions when necessary, thus bringing positive effects on further enhancement of corporate governance. 60 China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance 0/5 5/5 ACTIVITIES OF THE BOARD OF SUPERVISORS Attending meetings of the Board of Supervisors and diligently discharging their duties. Pursuant to the regulatory requirements of the jurisdictions where the Company is listed, the Articles of Association and the "Procedural Rules for the Board of Supervisors' Meetings" of the Company, and in accordance with the work arrangement of the Board of Supervisors, the Board of Supervisors convened its regular meetings in a timely manner, at which it considered and approved proposals in relation to the Company's financial reports, periodic reports, internal control, and risk management, etc. In 2020, the sixth session of the Board of Supervisors held five meetings in total, at which the Supervisors earnestly expressed their views, actively participated in discussions and diligently discharged their duties, thereby providing valuable advice for the business development of the Company. 0/5 0/5 ខខខ 5/5 5/5 5/5 Cao Qingyang Wang Xiaoqing Han Bing Jia Yuzeng required to attend required to attend Name of Supervisor of meetings 0/5 Male Other 15,015,845 emolument the Company fund and Salary/ Number of received Whether emoluments received from provident Number of shares housing Total Other benefits, social insurance, DIRECTORS, SUPERVISORS, SENIOR MANAGEMENT AND EMPLOYEES DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT CURRENT DIRECTORS 66 China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance Save as disclosed above, the Directors, Supervisors and the chief executive of the Company are not aware of any other party who, as at 31 December 2020, had an interest or short position in the shares and underlying shares of the Company which was recorded in the register required to be kept by the Company pursuant to Section 336 of the SFO. BlackRock, Inc. held by way of attribution a short position as defined under Part XV of the SFO in 403,000 H shares (0.01%). These 403,000 H shares were cash settled unlisted derivatives. BlackRock, Inc. was interested in a total of 516,306,981 H shares of the Company in accordance with the provisions of Part XV of the SFO. Of these shares, BlackRock Investment Management, LLC, BlackRock Financial Management, Inc., BlackRock Institutional Trust Company, National Association, BlackRock Fund Advisors, BlackRock Advisors, LLC, BlackRock Japan Co., Ltd., BlackRock Asset Management Canada Limited, BlackRock Investment Management (Australia) Limited, BlackRock Asset Management North Asia Limited, BlackRock (Netherlands) B.V., BlackRock Advisors (UK) Limited, BlackRock International Limited, BlackRock Asset Management Ireland Limited, BLACKROCK (Luxembourg) S.A., BlackRock Investment Management (UK) Limited, BlackRock Asset Management Deutschland AG, BlackRock Fund Managers Limited, BlackRock Life Limited, BlackRock (Singapore) Limited, BlackRock Asset Management (Schweiz) AG and BlackRock Mexico Operadora were interested in 4,595,645 H shares, 9,383,000 H shares, 125,661,588 H shares, 174,993,000 H shares, 873,000 H shares, 47,928,096 H shares, 1,109,000 H shares, 3,975,000 H shares, 23,100,787 H shares, 966,000 H shares, 2,164,000 H shares, 1,440,000 H shares, 51,806,211 H shares, 3,407,000 H shares, 32,814,923 H shares, 494,000 H shares, 20,600,488 H shares, 8,948,828 H shares, 1,530,000 H shares, 77,660 H shares and 438,755 H shares, respectively. All of these entities are either controlled or indirectly controlled subsidiaries of BlackRock, Inc. Of these 516,306,981 H shares, 3,152,000 H shares were cash settled unlisted derivatives. (Note): 65 China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance In order to consistently carry out the relevant arrangements under the "Notice of the State Council on Issuing the Implementation Plan for Transferring Part of State-owned Capital to Supplement Social Security Fund" (Guo Fa [2017] No. 49), the CBIRC has approved the one-off transfer by the Ministy of Finance of 10% of its equity interest in CLIC to the SSF in accordance with the "Reply for the Approval of Change of Shareholder of China Life Insurance (Group) Company" (CBIRC's Reply [2020] No. 63). Following the completion of the Gratuitous Transfer, the Ministry of Finance and the SSF hold 90% and 10% equity interest in CLIC, respectively. 4 The letter "L" denotes a long position. The letter "S" denotes a short position. 1.83% 0.00% Name Position Gender Date of Birth Chairman of the Board, ten thousands the Company ten thousands (before tax) in RMB the Company parties of Period in RMB fund paid by ten thousands of the year of the year 0.01% connected annuity beginning from during enterprise paid in RMB changes Remuneration Reason for shares held at the end held at the Term the Reporting 6.94% 516,306,981 (L) 403,000 (S) H Shares China Life Insurance (Group) Company Shareholdings in other subsidiaries and affiliates listed in China or abroad during the Reporting Period Major businesses Date of incorporation Legal representative Name of company Information relating to the Controlling Shareholder and Effective Controller The controlling shareholder of the Company is CLIC, and its relevant information is set out below: 2. China Universal Asset Management Co., Ltd - Industrial and Commercial Bank of China Limited - China Universal - Tianfu Bull No. 53 Asset Management Plan has Industrial and Commercial Bank of China Limited as its asset trustee. Industrial and Commercial Bank of China Limited - SSE 50 Exchange Traded Index Securities Investment Fund has Industrial and Commercial Bank of China Limited as its fund depositary. Save as above, the Company was not aware of any connected relationship and concerted parties as defined by the "Measures for the Administration of the Takeover of Listed Companies" among the top ten shareholders of the Company. 1. HKSCC Nominees Limited is a company that holds shares on behalf of the clients of the Hong Kong stock brokers and other participants of the CCASS system. The relevant regulations of the HKSE do not require such persons to declare whether their shareholdings are pledged or frozen. Hence, HKSCC Nominees Limited is unable to calculate or provide the number of shares that are pledged or frozen. Details of shareholders 63 China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance Wang Bin -3,449,200 0.03% State-owned legal person 3. According to the requirements of the relevant remuneration policies of the Company, the final amount of emoluments of the Chairman of the Board of Supervisors and the Supervisors is currently subject to review and approval. The result of the review will be disclosed when the final amount is confirmed. 0.04% State-owned legal person China International Television Corporation China National Nuclear Corporation -408,847 12,397,276 0.04% Other - Tianfu Bull No. 53 Asset Management Plan Industrial and Commercial Bank of China Limited - SSE 50 Exchange Traded Index Securities Investment Fund of China Limited - China Universal 8,950,800 0.05% 21 July 2003 (CLIC was formerly known as China Life Insurance Company, a company approved and formed by the State Council in January 1999. With the approval of the former China Insurance Regulatory Commission in 2003, China Life Insurance Company was restructured as CLIC) As at 31 December 2020, CLIC held 1,785,098,644 H shares of Town Health International Medical Group Limited, representing 23.72% of its total shares. Interest in controlled corporation BlackRock, Inc. (Note) 68.37% 92.80% 19,323,530,000 (L) A Shares Beneficial owner China Life Insurance (Group) Company Percentage of the total number of shares in issue Percentage of the respective class of shares Number of shares held Class of shares Insurance services including receipt of premiums and payment of benefits in respect of the in-force life, health, accident and other types of personal insurance business, and the reinsurance business; holding or investing in domestic and overseas insurance companies or other financial insurance institutions; funds application business permitted by national laws and regulations or approved by the State Council of PRC; other businesses approved by banking and insurance regulatory agencies. Capacity the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which were recorded in the register required to be kept by the Company pursuant to Section 336 of the SFO, or as otherwise notified to the Company and the HKSE: So far as is known to the Directors, Supervisors and the chief executive of the Company, as at 31 December 2020, the following persons (other than the Directors, Supervisors and the chief executive of the Company) had interests or short positions in the shares or underlying shares of the Company which would fall to be disclosed to INTERESTS AND SHORT POSITIONS IN THE SHARES AND UNDERLYING SHARES OF THE COMPANY HELD BY SUBSTANTIAL SHAREHOLDERS AND OTHER PERSONS UNDER HONG KONG LAWS AND REGULATIONS During the Reporting Period, there was no change to the controlling shareholder and the effective controller of the Company. As at the end of the Reporting Period, there was no other corporate shareholder holding more than 10% of the shares in the Company. 10% China Life Insurance Company Limited China Life Insurance (Group) Company 68.37% National Council for Social Security Fund 90% Ministry of Finance of the PRC The effective controller of the Company is the Ministry of Finance of the People's Republic of China. The equity and controlling relationship between the Company and its effective controller is set out below: 64 China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance Name of substantial shareholder 68 China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance June 1962 22.53 February 1967 Since July 2019 0 0 125.30 22.56 147.86 2 2 2 No No Zhao Guodong Assistant to the President Male November 1967 Since October 2019 0 0 Female 65.00 Vice President 165.73 Vice President Male July 1966 Since April 2018 0 0 125.30 22.22 147.52 Zhan Zhong Vice President Male April 1968 Since July 2019 0 0 143.20 Yang Hong 22.44 87.44 No Total 0 0 737.16 164.86 902.02 Notes: 1. The positions of the members of the Senior Management in this annual report reflect their positions as at the submission date of this annual report. The emoluments are calculated based on their terms of office during the Reporting Period. 2. According to the requirements of the relevant remuneration policies of the Company, the final amount of emoluments of the Senior Management is currently subject to review and approval. The result of the review will be disclosed when the final amount is confirmed. 3. As considered by the twenty-fifth meeting of the sixth session of the Board of Directors of the Company and upon approval by the CBIRC Beijing Bureau, Ms. Huang Xiumei served as the Person in Charge of Finance of the Company since 20 May 2020. As considered by the eighteenth meeting of the sixth session of the Board of Directors of the Company and upon approval by the CBIRC Beijing Bureau, Mr. Yang Chuanyong served as the Person in Charge of Audit of the Company since 25 December 2020. China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance 69 RESIGNATION AND RETIREMENT OF DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT Other benefits, social insurance, Total emolument No 7.94 3.10 4.84 Xu Chongmiao Compliance Officer Male October 1969 Since July 2018 0 0 52.75 Ruan Qi 34.24 No Yang Chuanyong Person in Charge of Audit Male March 1963 Since December 2020 0 0 86.99 Person in Charge of Finance No 110.64 Term held at the enterprise during at the end changes paid in RMB beginning annuity the Reporting of the year ten thousands from connected parties of of the year fund paid by Period in RMB Date of Birth Gender Position Name social insurance, Total housing emoluments Whether Number of share provident the Company received from Salary/ received fund and the Company share held Reason for Remuneration emolument Number of Number of share ten thousands in RMB 0 125.30 22.60 147.90 No Board Secretary 2012, Board Secretary since June 2017 Vice President Huang Xiumei Female June 1967 Since May 2020 0 0 95.47 15.17 0 Chief Actuary since March July 1969 Male (before tax) ten thousands Su Hengxuan President Male February 1963 Since April 2019 0 the Company 0 0 0 Yes Appointed as Vice President Vice President since November 2014, Li Mingguang Chief Actuary 0 Other benefits, housing provident Number of Notes: 1. This table sets out the information of Directors, Supervisors and Senior Management who resigned or retired during the period from the beginning of the Reporting Period to the submission date of this annual report. 2. The emoluments are calculated based on the terms of office of the resigned and retired Directors, Supervisors and Senior Management during the Reporting Period. 3. According to the requirements of the relevant remuneration policies of the Company, the final amount of emoluments of the Executive Directors, Supervisors and Senior Management is currently subject to review and approval. The result of the review will be disclosed when the final amount is confirmed. 70 China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance DIRECTORS Mr. Wang Bin, born in 1958, Chinese Mr. Wang became the Chairman of the Board of Directors of the Company in December 2018. He is the Chairman of the Board of Directors and the Secretary to the Party Committee of China Life Insurance (Group) Company, the Chairman of the Board of Directors of China Life Asset Management Company Limited, and a Director and the Chairman of the Board of Directors of China Guangfa Bank Co., Ltd. Mr. Wang has successively been employed by government authorities and financial institutions, with nearly 30 years of experience in financial management. He worked at the People's Bank of China, participating in the preparation and establishment of Agricultural Development Bank of China as an important member. Mr. Wang served as the President of Jiangxi Branch of Agricultural Development Bank of China, Tianjin Branch and Beijing Branch of the Bank of Communications Co., Ltd. (the "Bank of Communications"). He served as the Vice President of the Bank of Communications from 2005 to 2012 and concurrently served as an Executive Director of the Bank of Communications from 2010 to 2012. From March 2012 to August 2018, he served as the Chairman of the Board of Directors and the Secretary to the Party Committee of China Taiping Insurance Group Ltd. Mr. Wang holds a doctoral degree in economics. He is a researcher, a delegate to the 19th National Congress of the Communist Party of China, and a member of the 12th and 13th National Committee of the Chinese People's Political Consultative Conferences. Mr. Su Hengxuan, born in 1963, Chinese Mr. Su became an Executive Director of the Company in December 2018. He has been the President of the Company since April 2019, the Vice President of China Life Insurance (Group) Company since December 2017 and a Director of China Guangfa Bank Co., Ltd. since September 2020. He was the President of China Life Pension Company Limited from March 2015 to February 2018. Mr. Su served various positions in the Company from 2000 to 2015, including the Deputy General Manager of Henan Branch, the General Manager of the Individual Insurance Department of the Company, the General Manager of the Individual Insurance Sales Department of the Company, an Assistant to the President and the Vice President of the Company. Mr. Su graduated from Wuhan University and the University of Science and Technology of China and obtained a doctoral degree in management science and engineering from the University of Science and Technology of China in 2011. Mr. Su, a senior economist, has over 35 years of experience in the operation and management of life insurance business. China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance 71 Mr. Li Mingguang, born in 1969, Chinese Mr. Li became an Executive Director of the Company in August 2019. He has been the Vice President of the Company since November 2014, the Chief Actuary of the Company since March 2012, the Chief Actuary of China Life Pension Company Limited since May 2012 and the Board Secretary of the Company since June 2017. Mr. Li joined the Company in 1996 and subsequently served as the Deputy Division Chief, the Division Chief, an Assistant to the General Manager of the Product Development Department, the Responsible Actuary of the Company and the General Manager of the Actuarial Department. He graduated from Shanghai Jiaotong University with a bachelor's degree in computer science in 1991, Central University of Finance and Economics majoring in monetary banking (actuarial science) with a master's degree in 1996 and Tsinghua University with an EMBA in 2010, and also studied in University of Pennsylvania in the United States in 2011. Mr. Li is a Fellow of the China Association of Actuaries (FCAA) and a Fellow of the Institute and Faculty of Actuaries (FIA). He was the Chairman of the first session of the China Actuarial Working Committee and the Secretary-general of both the first and the second sessions of the China Association of Actuaries. He is currently an Executive Director of the China Association of Actuaries and a member of the China National Master of Insurance Education Supervisory Committee. Mr. Yuan Changqing, born in 1961, Chinese Mr. Yuan became a Non-executive Director of the Company in February 2018. He is the Vice Chairman, President and Deputy Secretary to the Party Committee of China Life Insurance (Group) Company. Mr. Yuan served as the Chairman of the Supervisory Committee and the Deputy Secretary to the Party Committee of Agricultural Bank of China Limited from April 2015 to May 2017. He served as the Deputy General Manager and the Secretary to the Discipline Inspection Committee of China Everbright Group Corporation Limited from November 2014 to April 2015, the Secretary to the Discipline Inspection Committee of China Everbright Group Limited from December 2008 to August 2012, and an Executive Director, the Deputy General Manager and the Secretary to the Discipline Inspection Committee of China Everbright Group Limited from August 2012 to November 2014, during which he concurrently served as the Chairman of Everbright Securities Company Limited. During the period from 1995 to 2008, he served as the Vice President, President and Secretary to the Party Committee of Xinjiang Branch, the President and Secretary to the Party Committee of Henan Branch, and the Director of the Organization Department of the Party Committee and the General Manager of the Human Resources Department of the head office of Industrial and Commercial Bank of China Limited. During the period from 1981 to 1995, he held various professional and management positions in branch offices of the People's Bank of China and Industrial and Commercial Bank of China. Mr. Yuan, a senior economist, graduated from the University of Hong Kong, majoring in international business administration with a master's degree in business administration. | | 7.08 2.87 4.21 Employee 15 March 2018 - Song Ping Representative Supervisor Male June 1964 0 0 72 3 January 2020 4.21 2.87 7.08 Resigned due to the No adjustment of work arrangements 0 0 1 Total arrangements China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance Mr. Wang became a Non-executive Director of the Company in August 2019. He has been the Chief Investment Officer of China Life Insurance (Group) Company and the President of China Life Asset Management Company Limited since August 2016. He has been the Chairman of China Life AMP Asset Management Company Limited since December 2016. From 2004 to 2016, he served as an Assistant to the President and the Vice President of China Life Asset Management Company Limited, and the President of China Life Investment Holding Company Limited. From 2002 to 2004, he served as the Director of the Investment Department and an Assistant to the General Manager of Harvest Fund Management Co., Ltd. Mr. Wang graduated from the School of Computer Science of Beijing University of Technology with a bachelor's degree in software in 1995, and Chinese Academy of Fiscal Sciences of the Ministry of Finance of the PRC with a doctoral degree in finance in 2008. He is a senior economist. 76 China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance SENIOR MANAGEMENT Mr. Su Hengxuan, please see the section "Directors" for his profile. Mr. Li Mingguang, please see the section "Directors" for his profile. Ms. Huang Xiumei, born in 1967, Chinese Ms. Huang became the Vice President and the Person in Charge of Finance of the Company in May 2020. Ms. Huang has been a Director of Sino-Ocean Group Holding Limited since March 2021, a Director of China Life Franklin Asset Management Company Limited since February 2021, and a Director of China Life Pension Company Limited since July 2018. From 2016 to 2020, she served as the Vice President, the Board Secretary and the Person in Charge of Finance of China Life Pension Company Limited. From 2014 to 2016, she served as the Financial Controller and the General Manager of the Financial Management Department of the Company. From 2005 to 2014, Ms. Huang held various positions at the Company's Fujian Branch, including an Assistant to the General Manager, the Deputy General Manager, the Branch Head, the Deputy General Manager (responsible for daily operations) and the General Manager. From 1999 to 2005, she served as the Deputy Division Chief of the Planning and Finance Division, the Manager of the Planning and Finance Department and the Manager of the Finance Department of the Company's Fujian Branch, and during the period from 2004 to 2005, she concurrently served as the Deputy General Manager of the Company's Fuzhou Branch. Ms. Huang graduated from Fuzhou University, majoring in accounting with a bachelor's degree. She is a senior accountant. Mr. Ruan Qi, born in 1966, Chinese Mr. Ruan became the Vice President of the Company in April 2018. He served as the Chief Information Technology Officer of the Company from January 2018 to April 2018. Mr. Ruan served as the Chief Information Technology Officer and the General Manager (at the general manager level of the provincial branches) of the Information Technology Department of the Company from October 2016 to January 2018. He served as the General Manager (at the general manager level of the provincial branches) of the Information Technology Department of the Company from March 2016 to October 2016. He served as the General Manager of China Life Data Center and the General Manager (at the general manager level of the provincial branches) of the Information Technology Department of the Company from 2014 to 2016, and the Deputy General Manager and the General Manager of the Information Technology Department of the Company from 2004 to 2014. He successively served as the Deputy Division Chief of the Computer Division of Fujian Branch, and the Deputy Manager (responsible for daily operations) and the Manager of the Information Technology Department of the Company from 2000 to 2004. Mr. Ruan, a senior engineer, graduated from Beijing Institute of Posts and Telecommunications in August 1987, majoring in computer science and communications with a bachelor's degree in engineering and from Xiamen University with a master's degree in business administration for senior management (EMBA) in December 2007. China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance 77 Mr. Zhan Zhong, born in 1968, Chinese Mr. Zhan became the Vice President of the Company in July 2019. He has been the Marketing Director of the Company since August 2017 and the General Manager (at the general manager level of the provincial branches) of the Individual Insurance Sales Department of the Company since July 2014. He was an Employee Representative Supervisor of the Company from July 2015 to August 2017. Mr. Zhan served as the Deputy General Manager (responsible for daily operations) and the General Manager of the Company's Qinghai Branch from 2013 to 2014. From 2009 to 2013, Mr. Zhan successively served as the Deputy General Manager (responsible for daily operations) and the General Manager of the Individual Insurance Sales Department of the Company. From 2005 to 2009, he successively served as the General Manager of the Individual Insurance Sales Department of the Company's Guangdong Branch and an Assistant to the General Manager of the Company's Guangdong Branch. From 1996 to 2005, he successively served as the Director of the Marketing Department of Chengdu High-tech Sub-branch of Zhongbao Life Insurance Company, an Assistant to the Manager and the Manager of the Marketing Department of Chengdu Branch, and the Deputy General Manager of Chengdu Branch of Taikang Life Insurance Company. Mr. Zhan graduated from Kunming Institute of Technology in July 1989, majoring in industrial electric automation with a bachelor's degree in engineering. Ms. Yang Hong, born in 1967, Chinese Ms. Yang became the Vice President of the Company in July 2019. She has been the Operation Director of the Company since March 2018 and the General Manager of the Operation Service Center of the Company since January 2018. Ms. Yang successively served as the Deputy General Manager (responsible for daily operations) and the General Manager of the Research and Development Center, the General Manager (at the general manager level of the provincial branches) of the Business Management Department and the General Manager (at the general manager level of the provincial branches) of the Business Process Management Department of the Company from 2011 to 2018. From 2002 to 2011, she successively served as an Assistant to the General Manager and the Deputy General Manager of the Business Management Department, and the General Manager of the Customer Service Department of the Company. Ms. Yang graduated from the Computer Science Department of Jilin University in 1989, majoring in system structure with a bachelor's degree of science, and from the School of Economics and Management of Tsinghua University in 2013 with a master's degree in business administration for senior management. 78 China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance Ms. Wang became a Supervisor of the Company in December 2019. She has successively been the Deputy General Manager and the General Manager of the Risk Management Department of the Company since April 2018. From May 2016 to April 2018, she served as the Secretary to the Discipline Inspection Committee of Tibet Autonomous Region Branch of the Company. From 2010 to 2016, she successively served as an Assistant to the General Manager and the Deputy General Manager of the County Insurance Management Department, and the Deputy General Manager of the Audit Department of the Company. From 2003 to 2010, she successively served as the Deputy Division Chief of the Training Division, the Deputy Division Chief of the Business Inspection Division, the Division Chief of the Agent Management Division, the Senior Manager of the Comprehensive Development Division of the Individual Insurance Sales Department of the Company, and the Deputy General Manager of No.5 Sales Office in Beijing Branch of the Company. Ms. Wang graduated from Nanjing Communication Engineering College in 1988, majoring in radio communication engineering with a bachelor's degree in engineering. Ms. Wang Xiaoqing, born in 1965, Chinese Mr. Cao became a Supervisor of the Company in July 2019. He has been the General Manager of the Product Development Department of the Company since February 2011. From 2008 to 2011, he successively served as the Deputy General Manager of Tianjin Branch and the Group Leader of the Statistics Working Group of the Company. From 2004 to 2008, he successively served as the General Manager of the Investor Relations Department, the Deputy Secretary-General of the Board Secretariat and concurrently the General Manager of the Investor Relations Department, and the Deputy Secretary-General of the Board Secretariat of the Company. Mr. Cao graduated from Nankai University in 2004, majoring in finance with a doctoral degree in economics. Mr. Cao Qingyang, born in 1963, Chinese Mr. Chang Tso Tung Stephen, born in 1948, Chinese Mr. Chang became an Independent Director of the Company in October 2014. He served as the Vice Chairman of the Greater China Region of Ernst & Young, the Managing Partner for professional services and the Chairman of auditing and consulting service of Ernst & Young until his retirement in 2004. From 2007 to 2013, Mr. Chang was an Independent Non-executive Director of China Pacific Insurance (Group) Co., Ltd. Mr. Chang is currently an Independent Non-executive Director of Kerry Properties Limited and Hua Hong Semiconductor Limited, all of which are listed on the HKSE. Mr. Chang has been practicing as a certified public accountant in Hong Kong for around 30 years and has extensive experience in accounting, auditing and financial management. Mr. Chang holds a bachelor's degree of science from the University of London, and is a fellow member of the Institute of Chartered Accountants in England and Wales. Mr. Robinson Drake Pike, born in 1951, American Mr. Pike became an Independent Director of the Company in July 2015. Before his retirement from Goldman Sachs in 2014, Mr. Pike served as the Managing Director of Goldman Sachs and the Chief Representative of the Beijing Representative Office of Goldman Sachs International Bank UK from August 2011 to May 2014, and the Managing Director of Goldman Sachs and the senior advisor and project coordinator sent to the Industrial and Commercial Bank of China by Goldman Sachs from January 2007 to August 2011. He was the Senior Vice President of Lehman Brothers and the Deputy Head and the Head of Asia Credit Risk Management of Lehman Brothers from July 2000 to December 2006. Mr. Pike has over 30 years of experience in the Asian financial industry with a focus on risk management and China's banking industry. He holds a bachelor's degree of arts in Chinese Language and Literature from Yale University and a master's degree of public affairs in development economics from Princeton University's Woodrow Wilson School. China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance 73 Mr. Tang Xin, born in 1971, Chinese Mr. Tang became an Independent Director of the Company in March 2016. He is a professor of the School of Law of Tsinghua University, the Deputy Head of the Commercial Law Research Center of Tsinghua University, an associate editor of "Tsinghua Law Review", a member of the Listing Committee of the Shanghai Stock Exchange, a member of the Legal Professional Advisory Committee of the Shenzhen Stock Exchange, the Chairman of the Independent Director Committee of China Association for Public Companies, and an Independent Director of each of Harvest Fund Management Co., Ltd. and Bank of Guizhou Co., Ltd. Mr. Tang was elected as a member of the first and second sessions of the Merger, Acquisition and Reorganization Review Committee of the China Securities Regulatory Commission from 2008 to 2010. He served as an Independent Director of China Spacesat Co., Ltd. from 2008 to 2014, an Independent Director of each of SDIC Power Holdings Co., Ltd. and Changjiang Securities Company Limited from 2009 to 2013, and an Independent Director of Beijing Rural Commercial Bank Co., Ltd. from 2009 to 2015. Mr. Tang graduated from Renmin University of China with bachelor's, master's and doctorate degrees in law. Mr. Wang Junhui, born in 1971, Chinese Ms. Leung Oi-Sie Elsie, born in 1939, Chinese 74 China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance SUPERVISORS Mr. Jia Yuzeng, born in 1962, Chinese Mr. Jia became the Chairman of the Board of Supervisors of the Company in July 2018. He has been an Executive Director of the Insurance Society of China since July 2020 and a Director of China Insurance Security Fund Co., Ltd. since December 2020. During the period from 2006 to March 2018, he served as a Supervisor, the General Manager of the Human Resources Department, an Assistant to the President, the Vice President, the Board Secretary, an Executive Director and the Compliance Officer of China Life Pension Company Limited. During the period from 2004 to 2006, he served as the General Manager of the Work Department of the Trade Union, the Executive Deputy Director of the Trade Union and a Supervisor of the Company. During the period from 1988 to 2004, he successively served as the Division Head of the General Office and a secretary (at the deputy director level) of the PRC Ministry of Supervision, the Deputy Director (responsible for daily operations) of the Minister Office of the General Supervision Office under the Supervision Department of the Central Commission for Discipline Inspection, and an inspector (at the director level), supervisor, inspector (at the deputy bureau chief level) and special supervisor of the General Office of the Central Commission for Discipline Inspection. Mr. Jia graduated from the Open University of Hong Kong in 2003, majoring in business administration with a master's degree in business administration. Mr. Han Bing, born in 1971, Chinese Mr. Han became a Supervisor of the Company in July 2019. He has been the General Manager of the Human Resources Department of the Company since December 2018. He served as the General Manager of the Human Resources Department of China Life Pension Company Limited from March 2016 to December 2018. During the period from 2014 to 2016, he successively served as the Deputy General Manager and the Secretary to the Discipline Inspection Committee of Ningbo Branch, and the Deputy General Manager and the Secretary to the Discipline Inspection Committee of Tibet Autonomous Region Branch of the Company. During the period from 2006 to 2014, he served as the Deputy General Manager of the Human Resources Department of the Company. Mr. Han graduated from Beijing College of Economics in 1994, majoring in labour economy with a bachelor's degree in economics. China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance 75 Ms. Leung became an Independent Director of the Company in July 2016. She was the first Secretary for Justice of Hong Kong, a member of the Executive Council of Hong Kong, the Deputy Director of the Hong Kong Basic Law Committee of the Standing Committee of the 2nd, 3rd and 4th National People's Congress and a consultant of lu, Lai & Li Solicitors & Notaries. Ms. Leung served as a member of the Social Welfare Advisory Committee and the Equal Opportunities Commission, an executive committee member and a council member of the Hong Kong Federation of Women, the Chairperson and President of the International Federation of Women Lawyers, and the Honorary President of the Nanhai Worldwide Friendship Federation. She is a Justice of the Peace, a Notary Public and a China-Appointed Attesting Officer. She has been awarded the "Grand Bauhinia Medal" and admitted as a solicitor by the Law Societies of Hong Kong and England. Ms. Leung graduated from the University of Hong Kong with a master's degree in law, and is a fellow of the International Academy of Matrimonial Lawyers. She has been an Independent Non-executive Director of United Company RUSAL Plc since December 2009, an Independent Non-executive Director of China Resources Power Holdings Company Limited since April 2010, and an Independent Non-executive Director of PetroChina Company Limited since June 2017. Yes adjustment of work Resigned due to the arrangements in RMB Reason for changes the Company the Company in RMB ten thousands (before tax) ten thousands Zhao Peng Executive Director Vice President Male April 1972 20 February 2020- 23 April 2020 0 0 0 0 0 the Reporting from connected parties of fund paid by Period enterprise annuity share held Reason for Name Previous Position Gender Date of Birth Term held at the at the end March 2018-May 2020 changes of the year of the year Salary/ Remuneration paid in RMB ten thousands the Company Whether received fund and during emolument beginning Non-executive 31 July 2017- Yin Zhaojun Luo Zhaohui Supervisor Male March 1974 0 0 0 0 0 22 July 2020 Resigned due to the Yes adjustment of work arrangements Resigned due to the Yes adjustment of work arrangements Resigned due to the Yes adjustment of work 11 February 2018- received from 7 February 2021 0 Male July 1965 0 0 0 0 0 Director 15 January 2021 Non-executive 31 July 2017- Liu Huimin Male June 1965 0 0 0 0 Director CURRENT SENIOR MANAGEMENT Unit: Persons Remuneration Policy for Employees Mr. Yang Chuanyong, born in 1963, Chinese in person for the year Wang Bin Su Hengxuan Li Mingguang Yuan Changqing Liu Huimin Executive Director 2 1 Executive Director 2 1 Executive Director to attend 2 Non-executive Director 2 1 Non-executive Director 2 1 Non-executive Director 2 0 Non-executive Director 2 2 required meetings Shareholders' general meetings convened during the Reporting Period are as follows: Session of the meeting Date of the meeting First Extraordinary General Meeting 2020 20 February 2020 2019 Annual General Meeting 29 June 2020 Index for websites on which resolutions were published http://www.sse.com.cn http://www.hkexnews.hk http://www.e-chinalife.com http://www.sse.com.cn http://www.hkexnews.hk http://www.e-chinalife.com Date of publication of resolutions meetings attended 20 February 2020 84 China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance The "Proposal in relation to the Investment by the Company in China Life Aged-care Industry Investment Fund" was considered and approved by a combination of on-site and online voting at the First Extraordinary General Meeting 2020 held in Beijing on 20 February 2020. Eight proposals including: the "Proposal in relation to the Report of the Board of Directors of the Company for the Year 2019", the "Proposal in relation to the Report of the Board of Supervisors of the Company for the Year 2019", the "Proposal in relation to the Financial Report of the Company for the Year 2019", the "Proposal in relation to the Profit Distribution Plan of the Company for the Year 2019", the "Proposal in relation to the Remuneration of Directors and Supervisors of the Company", the "Proposal in relation to the Election of Mr. Lam Chi Kuen as an Independent Director of the Sixth Session of the Board of Directors of the Company", the "Proposal in relation to the Remuneration of Auditors of the Company for the Year 2019 and the Appointment of Auditors of the Company for the Year 2020" and the "Proposal in relation to the General Mandate for the Issuance of H Shares by the Company", were considered and approved by a combination of on-site and online voting, and the "Duty Report of the Independent Directors of the Board of Directors of the Company for the Year 2019" and the "Report on the Overall Status of Connected Transactions of the Company for the Year 2019" were received and reviewed at the 2019 Annual General Meeting held in Beijing on 29 June 2020. Attendance records of Directors at the shareholders' general meetings convened during the Reporting Period: Number of shareholders' Number of general Name of Director Type of Director 29 June 2020 The shareholders' general meeting, as an organ of the highest authority of the Company, exercises its duties and functions in accordance with relevant laws. Its duties and powers include the election, appointment and removal of Directors and Non-employee Representative Supervisors, review and approval of the reports of the Board of Directors and the Board of Supervisors, review and approval of the annual budget and final accounts of the Company, and any other matters required by the Articles of Association to be approved by way of resolution of the shareholders' general meeting. The Company ensures that all shareholders are equally treated so as to ensure that the rights of all shareholders are protected, including the right of access to information in relation to, and the right to vote in respect of, major matters of the Company. The Company has the ability to operate and manage its business autonomously, and is separate and independent from its controlling shareholder in its business operations, personnel, assets and financial matters. 1 1 Executive Director 0 China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance 85 BOARD The Board is the standing decision-making body of the Company and its main duties include: performing the function of corporate governance of the Company, convening shareholders' general meetings, implementing resolutions passed at such meetings, improving the Company's corporate governance policies, approving the Company's development strategies and operation plans, formulating and supervising the Company's financial policies, annual budgets and financial reports, providing an objective evaluation on the Company's operating results in its financial reports and other disclosure documents, dealing with senior management personnel matters, arranging for Directors and senior management to attend various training courses, attaching importance to the enhancement of their professional quality, reviewing the compliance policies of the Company, assessing the internal control systems of the Company and reviewing the compliance by the Company with the Corporate Governance Code. The day-to-day management and operation of the Company are delegated to the management. The responsibilities of Non-executive Directors and Independent Directors include, without limitation, regularly attending meetings of the Board and the specialized Board committees of which they are members, providing opinions at meetings of the Board and the specialized Board committees, resolving any potential conflict of interest, serving on the Audit Committee, the Nomination and Remuneration Committee and other specialized Board committees, and inspecting, supervising and reporting on the performance of the Company. The Board is accountable to the shareholders of the Company and reports to them. Currently, the Board comprises nine members, including three Executive Directors, two Non-executive Directors and four Independent Directors. The number of Independent Directors complies with the minimum requirement of three Independent Directors and the requirement that at least one-third of the Board be represented by Independent Directors under the regulatory rules of the industry and its listed jurisdictions. All members of the Board have devoted sufficient time in dealing with the affairs of the Board and attended the relevant training courses organized by external regulatory authorities and the Company according to regulatory requirements. They have referred to regulatory documents on a regular basis so as to keep themselves informed of the regulatory development in a timely manner. The Company has purchased director's liability insurances for its Directors, which provide protection to Directors for liabilities that might arise in the course of their performance of duties according to law and facilitate Directors to fully perform their duties. So far as the Company is aware, no financial, business, family or other material relationship exists among members of the Board of Directors, the Board of Supervisors or the senior management, including between Mr. Wang Bin, the Chairman of the Board, and Mr. Su Hengxuan, the President of the Company. In 2020, Independent Directors of the Board of the Company possessed extensive experience in various fields, such as macro economy, finance and insurance, legal compliance, accounting and auditing. The Company also complies with the requirement of the Listing Rules of the HKSE that at least one of its Independent Directors has appropriate professional qualifications or accounting qualifications or related financial management expertise. As required under the Listing Rules of the SSE and the HKSE, the Company has obtained a written confirmation from each of its Independent Directors in respect of their independence, and the Company is of the opinion that all of the Independent Directors are independent of the Company and strictly perform their duties as Independent Directors. Pursuant to the Articles of Association, Directors shall be elected at the shareholders' general meeting for a term of three years and may be re-elected on expiry of the three-year term. However, Independent Directors may not serve for more than six years. 86 Zhao Peng China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance Directors by type: Executive Director Non-executive Director 3 persons 2 persons Directors by location: Mainland China Hong Kong, China The Company has developed a relatively well-established procedure for nomination and election of Directors, under which the Board shall, when nominating Directors, consider their professional ability and conduct, and also take into account the requirement for diversity of the Board members. Complementarity among the Board members in aspects including gender, age, culture, educational background, professional experience, skills and knowledge will be considered in the selection of candidates for Directors. Currently, the Board comprises nine members with extensive experience in various fields, such as finance and insurance, macro economy, financial accounting, law and management. The diversified composition of the Board is as follows: 2 for the year in person Independent Director 2 1 Independent Director 2 Leung Oi-Sie Elsie Independent Director 2 2 Yin Zhaojun Wang Junhui to attend Chang Tso Tung Stephen Independent Director Robinson Drake Pike Attendance records of the resigned Director at the shareholders' general meetings: Number of shareholders' Number of general Name of Director Type of Director meetings meetings attended required Tang Xin Shareholders' General Meeting During the Reporting Period, the Company was awarded the prizes such as the "Hong Kong Corporate Governance Excellence Award" 2020 ("Main Board Companies - Hang Seng Index Constituent Companies" Category) by the Chamber of Hong Kong Listed Companies and the Centre for Corporate Governance and Financial Policy of Hong Kong Baptist University, the "Best IR of Hong Kong Listed Company" by New Fortune Magazine, the "Best Investor Relations of Listed Company" in the 2020 China Securities Golden Bauhinia Awards, as well as the "Most Respected Company", the "Best Investor Relations Team" and the "Best Investor Relations Manager" in the Asian Region in 2020 by Institutional Investor. The Company has continuously improved its management of investor relations and enhanced its communication with investors in both form and substance, thus ensuring that all shareholders enjoy equal rights and have access to information about the Company in an open, fair, true and accurate manner. Management and administration Class of Expertise Structure of Expertise As at the end of the Reporting Period, the composition of the employees of the Company and its major subsidiaries is as follows: 20 104,160 1,657 102,503 Unit: Persons Number of the resigned and retired employees whose costs were covered by the Company and its major subsidiaries Sales and sales management Number of employees of the Company's major subsidiaries Employees in total EMPLOYEES Employees Actual payment of remuneration to Directors, Supervisors and senior management: During the Reporting Period, the remuneration actually received by all Directors, Supervisors and senior management (including the resigned Directors, Supervisors and senior management) from the Company totaled RMB14.6210 million. In accordance with the relevant requirements of the measures for the administration of remuneration of the Company, the standard for performance-based bonus (as part of the compensation) payable to Directors, Supervisors and senior management of the Company in 2020 has not yet been determined. Basis for determination of the remuneration of Directors, Supervisors and senior management: The remuneration of Directors, Supervisors and senior management are determined based on the operating results of the Company and the performance appraisal conducted by the Board of Directors, and in accordance with the measures for the administration of remuneration of the Company. Decision-making procedures for the remuneration of Directors, Supervisors and senior management: The remuneration of Directors and Supervisors are approved by shareholders at general meetings, whereas the remuneration of senior management is approved by the Board of Directors. REMUNERATION OF DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT 80 China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance Since August 2016 Since May 2017 Since December 2017 Since August 2018 Number of employees of the Company Term Unit: Persons 19,061 Total Others Secondary School College Diploma Bachelor Master or above Education Level Education Level 81 China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance Number of Employees 104,160 3,744 Others 4,212 Other expertise and technicians and customer services 24,430 Insurance verification, claim processing 5,412 Finance and auditing 47,301 Total China Life Insurance (Group) Company Chief Investment Officer China Life Insurance (Group) Company Vice Chairman, President China Life Insurance (Group) Company Chairman China Life Insurance (Group) Company Vice President REPORT OF CORPORATE GOVERNANCE OVERVIEW OF CORPORATE GOVERNANCE The Company implements good corporate governance policies and strongly believes that through fostering sound corporate governance, further enhancing its transparency and establishing an effective system of accountability, the Company can operate in a more systematic manner, make decisions in a more scientific way, and boost the confidence of investors. Shareholders' General Meeting Audit Committee Nomination and Remuneration Committee Board of Directors Board of Supervisors Risk Management and Consumer Rights Protection Committee Strategy and Assets and Liabilities Management Committee China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance (Corporate Governance Structure Chart) Board Secretary Board of Directors' Office/ Company Secretary With the establishment of a corporate governance system with reasonably designed structure, well-developed mechanism, strict rules and regulations, as well as high efficiency in operation as its core objectives, the Company continues to promote development of its corporate governance framework, strictly perform its obligation of information disclosure, enhance its transparency and actively serve the interest of public investors so as to enhance its image and position in the capital market. The Company has set up a corporate governance structure with well-defined duties and responsibilities strictly in accordance with relevant laws, regulations and regulatory requirements, including the Company Law and the Securities Law of the PRC. The corporate governance structure of the Company generally meets the regulatory requirements of its listed jurisdictions and the relevant provisions. The Company has carried out its corporate governance procedures strictly in accordance with relevant laws, regulations and regulatory requirements, including the Company Law and the Securities Law of the PRC, as well as the requirements of its Articles of Association and procedural rules. Shareholders' general meetings, Board meetings and Board of Supervisors meetings of the Company have been functioning independently and coordinately. In accordance with the regulatory requirements of its listed jurisdictions and the relevant provisions of its Articles of Association, the Company has continuously improved the decision-making mechanism of the Board. The Board is accountable to shareholders of the Company with respect to the assets and resources entrusted to it by the shareholders, and performs its duties on corporate governance. All members of the Board have taken initiatives to look into the Company's affairs and have had a comprehensive understanding of the Company's businesses. They have devoted sufficient time in performing their duties as Directors with due care and in a diligent and efficient manner. By setting up mechanisms including regular reporting of business development strategies and marketing tactics, the management of the Company can periodically report the business operation, development strategies and marketing tactics to the Board, which provides a basis for the Board's decision- making. China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance 83 The Company has actively promoted the establishment of corporate governance, continuously improved its corporate governance structure and enhanced its scientific decision-making ability. In order to improve the decision- making efficiency of the specialized Board committees, the Board has established five specialized Board committees, i.e. the Audit Committee, the Nomination and Remuneration Committee, the Risk Management and Consumer Rights Protection Committee, the Strategy and Assets and Liabilities Management Committee, and the Connected Transactions Control Committee. These specialized Board committees conduct studies on specific matters, hold meetings both on a regular and an ad-hoc basis, communicate with the management, provide advice and recommendations for the Board's consideration, and deal with matters entrusted or authorized by the Board, for the purpose of improving the Board's efficiency and intensifying the Board's functions. The Board of Supervisors of the Company has carried out its work and performed its duties in accordance with the Articles of Association and the "Procedural Rules for the Board of Supervisors Meetings". Members of the Board of Supervisors attended the shareholders' general meetings and the Board of Supervisors meetings, participated in the Board meetings and the meetings of the specialized Board committees based on their work allocation, and conducted investigations on local branches to have an in-depth understanding of the implementation of the decisions made by the Board, so as to diligently perform their role of supervision. The Company has consistently made improvements to its systems relating to corporate governance. Pursuant to the relevant regulatory requirements and after taking into account its actual operation, the Company has revised the "Procedural Rules for the Audit Committee Meetings". The Company has made information disclosure in a timely, open and transparent manner pursuant to the requirements of the listing rules of its listed jurisdictions. Connected Transactions Control Committee 82 stringent management into practice, concentrated on the development of a quality system that covers source cultivation, follow-up cultivation and whole-process cultivation, and consistently enhanced the suitability and effectiveness of education and training plans for employees to facilitate the healthy growth of cadre employees and their teams, thus offering a strong support to make itself as a world-class insurance company. In 2020, the Company continuously implemented the work requirements of "close to the frontline, close to the practice and adapt to the era" for education and training in a consistent manner, focused on cadre team building and professional talent cultivation, and further strengthened the development of training content system, institutional system and teaching resource system by closely upholding the strategic deployment of "China Life Revitalization". The Company also took proactive actions to defuse any impacts brought by the pandemic prevention and control, applied technological means to innovate training models, and adopted a combination of online and offline methods for training, so as to ensure the successful completion of education and training plans for employees at all levels. The implementation of a series of training and cultivation programs, such as the cultivation of new employees, base platform cultivation, "2551" Project, Wings Program and training for professional managers, offered a powerful support to the supply of talents for the growth of the Company's business and its high-quality development. With a commitment to upholding its established ideas and beliefs, the Company has been developing its education and training plans for employees with a focus on enhancing their overall capability of corporate management. The Company has integrated real situations into its education and training and put Position Name of shareholders Yuan Changqing Wang Junhui Su Hengxuan Name Wang Bin POSITIONS HELD BY CURRENT DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT IN SHAREHOLDERS OF THE COMPANY Mr. Heng is the managing partner of Morison Heng, Certified Public Accountants. Mr. Heng holds a Master of Science degree of the Imperial College of Science, Technology and Medicine, the University of London. Mr. Heng is a member of The Hong Kong Institute of Certified Public Accountants and a fellow of The Association of Chartered Certified Accountants. Mr. Heng has over 15 years of experience in accounting and auditing for private and public companies and financial consultancy. Mr. Heng serves as an Independent Non-executive Director of Lee & Man Chemical Company Limited, Matrix Holdings Limited, Best Food Holding Company Limited and Veson Holdings Limited (formerly known as SCUD Group Limited), all of which are listed on the main board of the HKSE. Mr. Heng Victor Ja Wei, born in 1977, British COMPANY SECRETARY 79 China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance Mr. Yang became the Person in Charge of Audit of the Company in December 2020. He served as the General Manager of the Audit Department of the Company from June 2019 to February 2021. He served as the General Manager of the Company's Branch of Guangxi Zhuang Autonomous Region from 2017 to 2019. From 2012 to 2017, he successively served as the General Manager of the Legal and Compliance Department and the Director of the Office of the Company. From 2004 to 2012, he successively served as an Assistant to the Director and the Deputy Director of the Office, the General Manager of the Strategic Planning Department, and the Deputy General Manager of Beijing Branch of the Company. Mr. Yang graduated from the Tsinghua University with an EMBA degree in January 2010, majoring in business administration for executives. Mr. Xu became the Compliance Officer of the Company in July 2018. He has been the General Manager of the Legal and Compliance Department and the Legal Officer of the Company since September 2014. From 2006 to 2014, he successively served as the Deputy General Manager of the Legal Affairs Department, the Deputy General Manager of the Legal and Compliance Department and the Legal Officer at the general manager level of the Company. From 2000 to 2006, he successively served as the Deputy Division Chief of the Regulations Division of the Development and Research Department and a senior regulations researcher of the Legal Affairs Department of the Company. Mr. Xu graduated from Fudan University in August 1991, majoring in economic law with a bachelor's degree in law, and from Renmin University of China in July 1996 and July 2005, respectively, majoring in economic law with master's and doctorate degrees in law. Mr. Xu is admitted as a lawyer and certified public accountant in the PRC. Mr. Xu Chongmiao, born in 1969, Chinese Mr. Zhao became an Assistant to the President of the Company in October 2019. He has been the General Manager of Jiangsu Branch of the Company in July 2018. He successively served as the Deputy General Manager (responsible for daily operations) and the General Manager of Chongqing Branch, the General Manager of Hunan Branch of the Company from 2016 to 2018, the Deputy General Manager of each of Fujian Branch and Hunan Branch of the Company from 2007 to 2016, and the Deputy General Manager of Changde Branch and the General Manager of Yiyang Branch of the Company from 2001 to 2007. Mr. Zhao graduated from Hunan Computer School in 1988, majoring in computer software, and from China Central Radio and TV University in 2006, majoring in business administration. Mr. Zhao Guodong, born in 1967, Chinese Number of Employees 5,516 66,800 27,164 1,711 2,969 104,160 The Company has established a remuneration and incentive system with reference to employee's positions, the Company's performance and market conditions. Training Plans 6 persons 2 persons 1 Independent Director 9/10 Non-executive Director Yin Zhaojun Wang Junhui 0/10 10/10 Non-executive Director Liu Huimin 3/10 7/10 Non-executive Director Yuan Changqing 0/10 10/10 Executive Director 0/10 1/10 Non-executive Director 9/10 1/10 Directors by gender: China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance 88 0/10 10/10 Independent Director Leung Oi-Sie Elsie 10/10 0/10 Independent Director Tang Xin 0/10 Independent Director 0/10 10/10 Chang Tso Tung Stephen Independent Director Robinson Drake Pike 10/10 Executive Director 10/10 2/10 Meetings and attendance The Company has consistently improved its corporate governance structure, regulated the acts of Directors in performing their duties, and optimized the mechanism for supervising and evaluating the performance of duties by Directors. Pursuant to the "Measures for the Administration of Independent Directors of Insurance Institutions" published by the CBIRC, the "Operational Guidance for Evaluating the Performance of Duties by Directors of Insurance Companies" issued by the Insurance Association of China, the "Provisional Measures for Evaluating the Performance of Duties by Directors" of the Company and other requirements, and after taking into account the actual situation of its corporate governance, the Company conducted an evaluation of the performance of duties by Directors. Based on the self-assessment of Directors and the evaluation of the Board of Supervisors, all members of the Board of the Company were evaluated as competent in their performance of duties in 2020. In 2020, all members of the Board of Directors developed and refreshed their knowledge and skills by attending special training courses covering topics such as macro economy and the development of the insurance industry. All members of the Board of Directors of the Company attended the training programs on anti-money laundering and a training course on the "New ESG Requirements" offered by the HKSE. Mr. Li Mingguang, an Executive Director of the Company, attended a follow-up training course provided by the SSE for the secretaries to the board of directors of listed companies and special training courses offered by the Listed Companies Association of Beijing. Mr. Wang Junhui, a Non-Executive Director of the Company, attended a basic course on risk management of insurance companies and a training course on anti-money laundering online practices as organized by the Insurance Association of China, and a training course on GL10: Guideline on the Corporate Governance of Authorized Insurers as organized by the Insurance Authority of Hong Kong. Mr. Tang Xin, an Independent Director of the Company, attended a follow-up training course provided by the SSE for independent directors. Ms. Leung Oi-Sie Elsie, an Independent Director of the Company, attended training courses on ESG report and risk management, economic entity and trust and family asset management, the future of arbitration in Hong Kong, as well as the editing background and structure of the Civil Code of the PRC and its innovative provisions. Currently, the sixth session of the Board comprises the following members: Mr. Wang Bin, Mr. Su Hengxuan and Mr. Li Mingguang, all being Executive Directors, Mr. Yuan Changqing and Mr. Wang Junhui, all being Non-executive Directors, and Mr. Chang Tso Tung Stephen, Mr. Robinson Drake Pike, Mr. Tang Xin and Ms. Leung Oi-Sie Elsie, all being Independent Directors, with Mr. Wang Bin as the Chairman of the Board. Due to the adjustment of work arrangements, Mr. Zhao Peng, Mr. Yin Zhaojun and Mr. Liu Huimin resigned from their positions as Directors in April 2020, January 2021 and February 2021, respectively. If a Director is materially interested in a matter to be considered by the Board, the Director having such conflict of interest shall have no voting right on the matter to be considered and shall not be counted in the quorum for the Board meeting. All Directors shall have access to the advice and services of the Board Secretary and the Company Secretary. Detailed minutes of Board meetings regarding matters considered by the Board and decisions reached, including any concerns raised by Directors or dissenting views expressed, are kept by the Board Secretary. Minutes of Board meetings are available upon reasonable notice for inspection and comment upon by Directors. 87 China Life Insurance Company Limited | Annual Report 2020 | Corporate Governance During the Reporting Period, five regular Board meetings and five ad-hoc Board meetings were held by the Board of the Company. Attendance records of individual Directors are as follows: Regular Board meetings are held mainly to review the quarterly, interim and annual reports of the Company and to deal with other related matters. The practice of obtaining Board consent through the circulation of written resolutions does not constitute a regular Board meeting. An ad-hoc Board meeting may be convened in urgent situations if requisitioned by any of the following: shareholders representing over one-tenth of voting shares, Directors constituting more than one-third of the total number of Directors, the Board of Supervisors, more than two Independent Directors, the Chairman of the Board or the President of the Company. If the resolution to be considered at such ad-hoc Board meetings has been circulated to all the Directors and more than half of the Directors having voting rights approve such resolution by signing the resolution in writing, the ad-hoc Board meeting need not be physically convened and such resolution in writing shall become an effective resolution. 8 persons Male Female 1 person Europe and America Su Hengxuan Li Mingguang 4 persons 1 person Name of Director Meetings of the Board are held both on a regular and an ad-hoc basis. Regular meetings are convened at least four times a year for the examination and approval of proposals, such as annual report, interim report, quarterly reports, related financial reports, and major business operations of the year. Meetings are convened by the Chairman of the Board and a notice is given to all Directors 14 days before such meetings. Agendas and related documents are sent to the Directors at least 3 days prior to such meetings. In 2020, all notices, agendas and related documents in respect of such regular Board meetings were sent in compliance with the above requirements. By fully reviewing all the relevant proposals, the Board has confirmed that the information contained in its periodic reports and financial reports is true, accurate and complete and contains no false representations, misleading statements or material omissions, and no event or situation which would have material adverse impacts on the Company's ongoing operation has been found. Number of meetings Executive Director 8/10 Number of meetings Wang Bin to attend required required meetings to attend Number of Number of attended in attended by Type of Director person/ meetings proxies/ Stock Code 2628 "Excellent Life Insurance Company of the Year" "2023 Excellent Insurance Company" "2023 Digital Transformation Institution" 21st Century Business Herald "Assessment and Selection of the Ark Prizes for China's Insurance Industry in 2023" C 中国人寿保险股份有限公司 CASAS H China Life Insurance Company Limited National Business Daily Securities Times "2023 China Golden Tripod Awards" "2023 Top 50 List of 03 "Annual Insurance Protection Brand Award" "Annual Protection-oriented Insurance Product Award" "Annual Insurance Service Award" Shanghai Securities News "2023 Assessment and Selection of the 'Golden Wealth Management"" Chinese Listed Company Governance" China Corporate Governance Experts 50 Forum "2023 Top 100 Chinese Listed Companies with ESG Best Practices selected by Wind" "2023 Financial Institution with High-quality Development" 私諧中國 Wind Annual Report 2023 | Prelude 20 02 ωρ 12 Chinatimes.net.cn Review of Business Operations MANAGEMENT 12 DISCUSSION AND ANALYSIS 03 9 CHAIRMAN'S STATEMENT 6 Financial Summary S 235 Core Competitiveness Honors and Awards Business Highlights PRELUDE 01 CONTENTS Our products and services include individual life insurance, group life insurance, and accident and health insurance. The Company is a leading provider of individual and group life insurance, annuity products and accident and health insurance in China. As at 31 December 2023, the Company had approximately 328 million long-term individual and group life insurance policies, annuity contracts, and long-term health insurance policies in force. We also provide both individual and group accident and short-term health insurance policies and services. The Company is a leading life insurance company in China and possesses an extensive distribution network comprising exclusive agents, direct sales representatives, and dedicated and non- dedicated agencies. The Company is one of the largest institutional investors in China, and becomes one of the largest insurance asset management companies in China through its controlling shareholding in China Life Asset Management Company Limited. The Company also has controlling shareholding in China Life Pension Company Limited. The Company was established in Beijing, China on 30 June 2003 according to the Company Law and the Insurance Law of the People's Republic of China. The Company was successfully listed overseas in December 2003 and returned to the domestic market as an A-share listed company in January 2007. The Company's registered capital is RMB28,264,705,000. Report Annual 3 2 2 "Investment Golden Bull Award million China Securities Journal Ж First-year regular premiums 112,573 million First-year regular premiums with a payment duration of ten years or longer 49.522 Business Analysis Number of long-term in-force policies 3.28 hundred million Annual Report 2023 | Prelude +K 05 The Company has prepared the annual report in accordance with International Financial Reporting Standards ("IFRSS"), amendments to IFRSS and interpretations issued by the International Accounting Standards Board. Since 1 January 2023, the Company has adopted IFRS 9 - Financial Instruments and IFRS 17 - Insurance Contracts. The Company has restated and presented the comparative information of the previous year associated with insurance contracts in accordance with IFRS 17 Insurance Contracts, and there is no need to restate and present any comparative information of the previous year associated with financial instruments in accordance with IFRS 9 - Financial Instruments. MAJOR FINANCIAL DATA AND INDICATORS FOR THE PAST FIVE YEARS¹ RMB million Under International Financial Reporting Standards (IFRSS) Major financial data 2023 2022 Change 2021 2020 2019 FINANCIAL SUMMARY 218.54% Comprehensive solvency ratio million "Assessment and Selection of the 3rd Investment Golden Bull Awards for China's Insurance Industry" "Best Insurance Company for Responsible Investment" Sina Finance "2023 China Corporate ESG 'Golden Responsibility Award"" 04 Annual Report 2023 | Prelude BUSINESS HIGHLIGHTS Ж ( Gross written premiums 641,380 million Total assets 5,802,086 million Investment assets 5,659,250 million |Ж EXT Embedded value 1,260,567 million Value of one year's sales 36,860 for the Insurance Industry" 15 41 24 Employees Senior Management and 59 Directors, Supervisors, Information Shares and Shareholders 56 Changes in Ordinary Supervisors 52 Report of the Board of "Ark Prize for Insurance Company with High-quality Development in 2023" 43 GOVERNANCE CORPORATE 06 Financial Statements 43 129 Notes to the Consolidated Cash Flows 127 Consolidated Statement of 42 Report of the Board of Directors Other Matters "2023 Gold Medal List of Chinese Financial Institution - Golden Dragon Award" "Best Listed Insurance Company of the Year" For the year ended Professional and The Company implements the "Technology-driven China Life" development strategy in great depth by adhering to the leading concept of technological innovation. The Company has established digital platforms closely integrating online and offline resources with teams and outlets as the support and industry-leading hybrid clouds as the base, creating an open, win-win and diversified digital insurance ecosystem, facilitating the Company's digital transformation in all aspects, and accelerating the replacement of old growth drivers with new ones, through which the Company's business operation is empowered in all aspects, and the Company is able to provide smart, convenient, efficient and well-targeted comprehensive financial and insurance services to the public. Leading technologies and innovation empowerment The Company adheres to the service concept of "honest and trustworthy, professional and efficient, customer-oriented, and first-class experience", develops the operation model of "multiple accesses at the front-end, intelligent centralisation at the headquarters, and comprehensive sharing for operations", and has established a customer-oriented digital operation and service system. The Company keeps considering and catering to demands of its customers, devoting itself to improve customer experience, and providing customers with "convenient, quality and caring" services. The Company also adheres to the concept of “people-oriented, caring for life, creating value and serving the community", with the aim to consistently contribute to the protection of people's good life. Convenient services and superb customer experience The Company sticks to the original role of insurance and further explores the huge potentials of the life insurance market. The Company has a sound institutional and services network, with its business outlets and services counters covering both urban and rural areas across China, which forms a powerful distribution and services network and through which the Company maintains its leading position in China's life insurance market and becomes the life insurance service provider within the reach of customers. Through the long-term development and accumulation, China Life has solid financial strength comparable to world-class enterprises in the world, with its total assets ranking No. 1 in the life insurance industry in China. As one of the largest institutional investors in China, the Company becomes one of the largest insurance asset management companies in China through its controlling shareholding in China Life Asset Management Company Limited. Prominent principal business and sound financial strength The predecessor of the Company, one of the first batch of enterprises to underwrite insurance business in China, was approved by the Chinese Government for establishment in October 1949. After the restructuring and reorganisation, the Company was successively listed overseas and domestically. The Company has been playing the role of an explorer and pioneer in China's life insurance industry, and through long-term and continuous brand building, China Life has become one of the famous and strong brands in the world with growing brand value and influence. Long history and excellent brand CORE COMPETITIVENESS Financial Times Governance 73 Report of Corporate stable core team During the long course of its development, the Company has accumulated a wealth of experience in operation and management and has a stable and professional management team that is well versed in the art of management in China's life insurance market. The Company's core management team and key personnel comprise those who have in-depth knowledge and understanding of the life insurance market in China, including the Company's senior management, experienced underwriting personnel, insurance actuaries, investment managers and risk management teams. During the Reporting Period, there was no change of the above personnel which might have a material impact on the Company. The Company has been pushing forward the reform of the market-oriented remuneration system, continuously stimulating its internal vitality, and building a talent team that matches its high-quality development. 02 Annual Report 2023 | Prelude HONORS AND AWARDS "2023 Forbes Global 2000", ranking 62nd "2023 Forbes China ESG Innovative Enterprise" Forbes "2023 Fortune China 500 List”, ranking 12th Fortune China 33 Analysis of Specific Items Changes in Equity Consolidated Statement of 115 Definitions and Material Disclosure Announcements 112 Index of Information 110 Basic Information of the Company 35 55 Information on Delisting and Deregistration of American Depositary Shares 55 Risk Alert 35 05 110 OTHER INFORMATION 07 29 EMBEDDED VALUE 04 28 28 Technology Capabilities, Operations and Services Future Prospect 27 SIGNIFICANT EVENTS 126 Material Litigations or "Ark Prize for Innovation in the Insurance Industry in 2023" "Ark Prize for Excellent Social Responsibility in the Insurance Industry in 2023" 42 Restriction on Major Assets Comprehensive Income Imposed and Rectification 124 Consolidated Statement of and Regulations, Penalties 42 Alleged Violation of Laws Financial Position 122 35 Consolidated Statement of Undertakings 116 Independent Auditor's Report Performance Material Contracts and Their 116 08 FINANCIAL REPORT 35 Major Connected Transactions Arbitrations 55 41 Total revenue Change 370,861 10.92 11.81 16.46 of 7.61 percentage points Gearing ratio (%) 91.61 Gross investment yield 5 (%) 2.43 92.52 A decrease of 0.91 percentage point 3.90 A decrease of 1.47 percentage points 90.04 89.24 17.26 A decrease 89.00 5.30 5.24 Notes: 1. 2. 3. 4. 5. There is no need for the Company to restate and present any comparative information for the years from 2019 to 2021 in accordance with IFRS 9 - Financial Instruments and IFRS 17 - Insurance Contracts. As at 31 December 2023, Investment assets = Cash and cash equivalents + Financial assets at fair value through profit or loss + Investment in debt instruments at fair value through other comprehensive income + Investment in equity instruments at fair value through other comprehensive income + Investment in debt instruments at amortised cost + Term deposits + Financial assets purchased under agreements to resell + Statutory deposits-restricted + Investment properties + Investments in associates and joint ventures. As at 31 December 2022, Investment assets = Cash and cash equivalents + Securities at fair value through profit or loss + Available-for-sale securities + Held-to-maturity securities + Term deposits + Financial assets purchased under agreements to resell + Loans (excluding policy loans) + Statutory deposits-restricted + Investment properties + Investments in associates and joint ventures In calculating the percentage changes of the "Earnings per share (basic and diluted)", "Equity holders' equity per share", "Ordinary share holders' equity per share" and "Net cash inflow/(outflow) from operating activities per share", the tail differences of the basic figures have been taken into account. Gearing ratio = Total liabilities/Total assets 4.98 In the calculation of the investment yield of the year 2023, the average investment assets as the denominator exclude the fair value changes of investment in debt instruments at fair value through other comprehensive income, so as to reflect the strategic intention of the Company for the management of assets and liabilities. In the calculation of the investment yield of the year 2022, the data of investment businesses related to IFRS 17 - Insurance Contracts has been restated, while the data of investment businesses related to IFRS 9 - Financial Instruments has not been restated. The formula used for calculating the investment yield of the year 2022 is the same as that of previous years. 9.65 Major financial ratios 315.0% 3,344 13,878 Financial liabilities at fair agreements to repurchase The needs for liquidity management 45.6% 148,958 216,851 Financial assets sold under under agreements to resell Weighted average ROE (%) The needs for liquidity management 38,533 19,759 Financial assets purchased A decrease in deductible temporary differences -47.0% 46,126 24,431 Deferred tax assets. 10.76 10.12 activities per share³ -48.7% value through profit or loss 06 INFORMATION ON THE DIFFERENCE BETWEEN THE FINANCIAL STATEMENTS PREPARED UNDER ACCOUNTING STANDARDS FOR BUSINESS ENTERPRISES AND INTERNATIONAL FINANCIAL REPORTING STANDARDS Adjustment related to IFRS 17 Deferred tax effects Equity holders' equity under IFRSS 460,110 198,144 (176,854) (4,307) 477,093 436,169 N/A (93,967) 23,819 366,021 Adjustment related to IFRS 9 In 2023, the net profit attributable to equity holders of the Company under IFRSS was RMB46,181 million, an increase of RMB25,071 million comparing with the data under ASBE. As at 31 December 2023, the equity holders' equity under IFRSS was RMB477,093 million, an increase of RMB16,983 million comparing with the data under ASBE. 07 MAJOR ITEMS OF THE CONSOLIDATED FINANCIAL STATEMENTS WITH CHANGE OF OVER 30% AND THE REASONS FOR CHANGE Note RMB million Major items of the As at As at consolidated statement of 31 December financial position 2023 31 December 2022 Annual Report 2023 | Prelude Annual Report 2023 | Prelude Reconciling items: 2022 Under Accounting Standards for Business Enterprises ("ASBE"), the Company adopts the transition plan for the new accounting standards for insurance contracts. In 2023, the Company continued to apply ASBE No. 25 - Direct Insurance Contracts (Caikuai [2006] No. 3), ASBE No. 26 - Reinsurance Contracts (Caikuai [2006] No. 3), Regulations regarding the Accounting Treatment of Insurance Contracts (Caikuai [2009] No. 15), ASBE No. 22 - Recognition and Measurement of Financial Instruments (Caikuai [2006] No. 3), ASBE No. 23 - Transfer of Financial Assets (Caikuai [2006] No. 3), ASBE No. 24-Hedging (Caikuai [2006] No. 3), ASBE No. 37 - Presentation of Financial Instruments (Caikuai [2014] No. 23) and other relevant accounting standards. The reconciliations of net profit attributable to equity holders of the Company for the years 2023 and 2022 and equity holders' equity as at 31 December 2023 and 31 December 2022 from the consolidated financial statements prepared under ASBE to those under IFRSS are as follows: RMB million 2023 2022 Net profit attributable to equity holders of the Company under ASBE Reconciling items: 21,110 32,082 Adjustment related to IFRS 9 (6,685) N/A Equity holders' equity under ASBE Adjustment related to IFRS 17 39,593 46,013 (7,837) (11,415) Net profit attributable to equity holders of the Company under IFRSS 46,181 66,680 As at As at 31 December 2023 31 December Deferred tax effects 344,746 An increase in the scale of commercial pension products of subsidiaries 477,093 11.3% 286,446 303,990 286,008 As at 31 December Total assets 5,802,086 5,010,068 Including: Investment assets² Total liabilities 5,659,250 4,811,893 5,315,052 4,635,095 384,366 345,284 15.8% 4,892,480 4,253,544 3,727,686 17.6% 4,716,420 4,095,541 3,573,257 14.7% 4,405,346 3,795,975 3,317,658 477,093 366,021 30.3% 479,061 450,688 404,448 Per share (RMB) Earnings per share (basic and diluted)³ 1.63 2.36 -30.7% Equity holders' equity 1.80 share holders of the Company Net cash inflow/(outflow) from operating activities 50,020 -7.0% 824,933 805,049 729,503 Profit before income tax 44,576 70,060 -36.4% 50,340 54,440 59,758 57,857 Net profit attributable to equity 66,680 -30.7% 50,766 50,221 58,251 holders of the Company Net profit attributable to ordinary 46,181 66,680 -30.7% 50,766 46,181 Equity holders' equity 1.77 Equity holders' equity per share³ An increase in the net profits of certain associates and joint ventures Due to the combined effect of changes in profit before income tax and non-taxable income The Company actively balanced long-term value and short-term benefits, continued to strengthen cost control and underwriting management. However, due to the combined impact of changes of accounting standards and the continued low performance of the equity market, the net profit of the Company decreased Note: The items significantly affected by IFRS 9 - Financial Instruments are not presented because of no comparability with the same items last year. 08 Annual Report 2023 | Prelude Income tax associates and joint ventures RMB million 103.0% 3,979 8,079 equity holders of the Company Investment income from Change 2022 2023 comprehensive income consolidated statement of Major items of the comprehensive income and profit distribution during the Reporting Period Due to the combined impact of changes of accounting standards, total For the year ended 31 December 30.3% 366,021 Main reasons for change 2.05 -30.7% 46,181 16.88 12.95 30.3% 16.95 15.95 14.31 Ordinary share holders' equity 16.88 12.95 30.3% 16.95 66,680 15.95 per share³ Net cash inflow/(outflow) from operating 13.60 12.22 11.3% 10.13 Main reasons for change (2,971) 1,948 N/A Net profit attributable to 14.03 Position Chen Jie Huang Yiping The number of meetings attended in person includes meetings attended on-site and by way of telephone or video conference. 3. Mr. Li Mingguang became a member of the Strategy and Assets and Liabilities Management Committee in September 2023. 2. 1. Mr. Zhao Peng ceased to be a member of the Strategy and Assets and Liabilities Management Committee from August 2023. 1/2 1/2 Number of meetings attended by proxies/ Number of meetings required to attend Number of meetings attended in person/ Number of meetings required to attend 46 4/6 2/6 1/3 13 Notes: Zhao Peng Name of member Attendance record of the resigned Director at meetings is as follows: Non-executive Director, member of the Strategy and Assets and Liabilities Management Committee of the seventh session of the Board Wang Junhui 2/3 Executive Director, member of the Strategy and Assets and Liabilities Management Committee of the seventh session of the Board Li Mingguang 4. Directors who were unable to attend any meeting of specialised Board committees authorised other Directors to attend and vote at the meeting on their behalf. 92 Annual Report 2023 | Corporate Governance Performance of Duties by the Strategy and Assets and Liabilities Management Committee 93 Annual Report 2023 | Corporate Governance Eight proposals, including the "Proposal in relation to the Management Guidelines on the Investment by China Life Investment Management Company Limited under the Entrustment of the Company for the Year 2024", were considered and approved. Two proposals, namely the "Proposal in relation to Project Huizhi" and the "Proposal in relation to the Issue of Capital Supplementary Bonds by the Company", were considered and approved. One proposal, namely the "Proposal in relation to the Amendments to the 'Measures for the Administration of Investments of the Company' and the 'Measures for the Administration of Asset Allocation of the Company", was considered and approved. Four proposals, including the "Proposal in relation to the Results of Performance Appraisal of the Company for the Year 2022", were considered and approved. One proposal, namely the "Report on the Situation Relevant to the Assets and Liabilities Management of the Company for the Year 2022", was considered and approved. Five proposals, including the "Proposal in relation to the Business Plan of the Company for the Years from 2023 to 2025", were considered and approved. Description Fifteenth meeting of the Strategy and Assets and Liabilities Management Committee of the seventh session of the Board 2/6 14 December 2023 22 November 2023 Thirteenth meeting of the Strategy and Assets and Liabilities Management Committee of the seventh session of the Board 25 October 2023 Twelfth meeting of the Strategy and Assets and Liabilities Management Committee of the seventh session of the Board 22 August 2023 Eleventh meeting of the Strategy and Assets and Liabilities Management Committee of the seventh session of the Board 26 April 2023 Tenth meeting of the Strategy and Assets and Liabilities Management Committee of the seventh session of the Board 28 March 2023 Meetings convened The meetings convened are as follows: Fourteenth meeting of the Strategy and Assets and Liabilities Management Committee of the seventh session of the Board Independent Director, Chairperson of the Connected Transactions Control Committee of the seventh session of the Board 4/6 6/6 Two proposals, including the "Proposal in relation to the Amendments to the 'Measures for the Administration of Market Risks of the Company"", were considered and approved. Three proposals, including the "Proposal in relation to the Amendments to the 'Measures for the Administration of Strategic Risks of the Company'", were considered and approved. Thirteenth meeting of the Risk Management and Consumer Rights Protection Committee of the seventh session of the Board 14 December 2023 Twelfth meeting of the Risk Management and Consumer Rights Protection Committee of the seventh session of the Board 22 November 2023 Eleventh meeting of the Risk Management and Consumer Rights Protection Committee of the seventh session of the Board 25 October 2023 and Consumer Rights Protection Committee of the seventh session of the Board Tenth meeting of the Risk Management 22 August 2023 Eleven proposals, including the "Proposal in relation to the Business Plan of the Company for the Years from 2023 to 2025", the "Proposal in relation to the Amendments to the 'Measures for the Administration of Liquidity Risks of the Company'" and the "Proposal in relation to the 'Work Report on Consumer Rights Protection of the Company for the Year 2022'", were considered and approved, and three reports, including the "Report on the Case Prevention of the Company for the Year 2022", were debriefed. Description Ninth meeting of the Risk Management and Consumer Rights Protection Committee of the seventh session of the Board 28 March 2023 Meetings convened The meetings convened are as follows: 89 Annual Report 2023 | Corporate Governance 3. 4. Mr. Li Mingguang ceased to be a member of the Risk Management and Consumer Rights Protection Committee from September 2023. During the period when Mr. Li Mingguang served as a member of the Risk Management and Consumer Rights Protection Committee in 2023, the Risk Management and Consumer Rights Protection Committee convened two meetings and Mr. Li Mingguang attended the two meetings in person. Ms. Zhuo Meijuan became a member of the Risk Management and Consumer Rights Protection Committee in June 2023. Two proposals, namely the "Proposal in relation to Project Huizhi" and the "Proposal in relation to the Risk Analysis on the Issue of Capital Supplementary Bonds by the Company", were considered and approved. Eight proposals, including the "Proposal in relation to the Authorisation for the Company's Investment in Financial Products for the Year 2024", were considered and approved, and one report, namely the "Audit Report on the Solvency Risk Management System of the Company for the Year 2023", was debriefed. 90 Annual Report 2023 | Corporate Governance Performance of Duties by the Risk Management and Consumer Rights Protection Committee required to attend meetings attended by proxies/Number of meetings Number of attend meetings attended in person/Number of meetings required to Number of Independent Director, member of the Strategy and Assets and Liabilities Management Committee of the seventh session of the Board Independent Director, Chairman of the Strategy and Assets and Liabilities Management Committee of the seventh session of the Board Huang Yiping Zhai Haitao Position 0/6 Name of member Meetings and Attendance 91 Annual Report 2023 | Corporate Governance The Strategy and Assets and Liabilities Management Committee of the Company is mainly responsible for the drawing-up of long-term development strategies of the Company, conducting studies on important matters concerning assets and liabilities management and the relevant policies and systems, the system for the application and management of insurance funds, major strategic investment decisions and major asset strategic allocation plan, and making recommendations in respect thereof. The Company established the Strategy Committee on 30 June 2003. In October 2010, the proposal to establish the Strategy and Investment Decision Committee on the basis of the Strategy Committee was reviewed and approved at the ninth meeting of the third session of the Board. In June 2018, the proposal to establish the Strategy and Assets and Liabilities Management Committee on the basis of the Strategy and Investment Decision Committee was reviewed and approved at the twenty-fourth meeting of the fifth session of the Board. Currently, the Strategy and Assets and Liabilities Management Committee of the seventh session of the Board comprises Mr. Zhai Haitao and Mr. Huang Yiping, both being Independent Directors, Mr. Li Mingguang, an Executive Director, and Mr. Wang Junhui, a Non-executive Director, with Mr. Zhai Haitao acting as the Chairman. STRATEGY AND ASSETS AND LIABILITIES MANAGEMENT COMMITTEE Optimising the system of the Company in relation to internal control and risk management. The Risk Management and Consumer Rights Protection Committee assisted the Board in optimising the system of the Company in relation to internal control and risk management, considered the proposals in relation to seven amendment rules on risk management such as the rules on enterprise-wide risk management of the Company, the formulation of the measures for the administration of risk preference system of the Company and the formulation of the measures for the administration of internal control of the Company. Further, the Company regularly notified the Risk Management and Consumer Rights Protection Committee of its integrated risk rating results given by the NFRA. Reviewing the reports in relation to consumer rights protection on a regular basis. In accordance with the "Guiding Opinions of the China Banking and Insurance Regulatory Commission on Banking and Insurance Institutions Strengthening the Building of Working Systems and Mechanisms for Protection of Consumer Rights and Interests", the Risk Management and Consumer Rights Protection Committee reviewed the report on the consumer rights protection of the Company for the year 2022 and the work proposal for consumer rights protection of the Company for the year 2023. Reviewing the assessment reports on business risk and internal control of the Company. The Risk Management and Consumer Rights Protection Committee closely monitored and controlled and effectively prevented internal and external risks of the Company, and assisted the Board in reviewing the assessment reports on business risk and internal control of the Company, according to the national and international regulatory requirements. The Risk Management and Consumer Rights Protection Committee reviewed in advance the reports on risk management such as the annual and quarterly reports on the enterprise-wide risk management of the Company, work summary on anti-money laundering for the year 2022 and the work plan for the year 2023, the report on case prevention for the year 2022, the reputational risk management report for the year 2022, the statement on risk preference for the year 2023, the audit report on the solvency risk management system for the year 2023 and the work report on fraud risk management for the year 2023, which offered professional support to the Board's decision-making in a scientific manner. Reviewing the risk analysis on major matters concerning the business operations and management of the Company. The Risk Management and Consumer Rights Protection Committee reviewed the risk analysis on major matters concerning the business operations and management of the Company, and reviewed and approved the proposals in relation to, among others, the business plan of the Company for the years from 2023-2025, the risk analysis on the issue of capital supplementary bonds by the Company and the authorisation for investment for the year 2024, and gave guiding opinions on risk control for major matters concerning the business operations and management of the Company in accordance with the regulatory requirements of the NFRA on the China Risk Oriented Solvency System (C-ROSS). In 2023, the Risk Management and Consumer Rights Protection Committee of the Board of the Company. performed its duties and functions in strict compliance with the "Procedural Rules for the Risk Management and Consumer Rights Protection Committee Meetings". All members of the Risk Management and Consumer Rights Protection Committee performed their obligations in a responsible manner and reviewed the proposals in relation to the internal control system of the Company, its risk management and consumer rights protection. During meetings of the Risk Management and Consumer Rights Protection Committee, all members actively participated in discussions and gave guiding opinions on the proposals considered and discussed at the meetings. During the Reporting Period, six meetings were held by the Strategy and Assets and Liabilities Management Committee of the Board of the Company. Attendance records of individual members are as follows: Number of meetings attended in person/Number of meetings required to attend Number of During the Reporting Period, five meetings were held by the Connected Transactions Control Committee of the Board of the Company. Attendance records of individual members are as follows: Meetings and Attendance 94 Annual Report 2023 | Corporate Governance The principal duties of the Connected Transactions Control Committee are to confirm connected parties of the Company, manage, examine and approve connected transactions to control risks relating to connected transactions, and focus on the compliance, fairness and necessity of connected transactions, which provide an important basis for the Board's decision-making in connected transactions management. The Company established its Connected Transactions Control Committee on 29 October 2019. In October 2019, the "Proposal in relation to the Establishment of the Connected Transactions Control Committee of the Board of Directors" was reviewed and approved at the twentieth meeting of the sixth session of the Board, pursuant to which a new Connected Transactions Control Committee was established under the Board of the Company. Currently, the Connected Transactions Control Committee of the seventh session of the Board comprises Ms. Chen Jie, Mr. Lam Chi Kuen, Mr. Zhai Haitao and Mr. Huang Yiping, all being Independent Directors, with Ms. Chen Jie acting as the Chairperson. CONNECTED TRANSACTIONS CONTROL COMMITTEE Reviewing the systems of the Company concerning assets and liabilities management. The Strategy and Assets and Liabilities Management Committee assisted the Board in optimising the systems of the Company concerning investments and asset allocation, reviewed and approved the proposals on the statement of the Company on risk preference for the year 2023, the amendments to the rules on enterprise-wide risk management of the Company, the amendments to the measures for the administration of asset allocation of the Company, the amendments to the measures for the administration of assets and liabilities management of the Company, and the formulation of the measures for the administration of risk preference system of the Company, etc., and submitted its review opinions to the Board. Discussing the Company's development plans and major strategic projects. The Strategy and Assets and Liabilities Management Committee reviewed the proposals on the medium- and long-term development plan and sustainable development strategy of the Company, including the business plan of the Company for the years from 2023 to 2025, evaluation report on the outline of the "14th Five- Year" development plan of the Company for the year 2022, and the environmental, social and governance (ESG) and social responsibility report, as well as the proposals on Project Huizhi and the issue of capital supplementary bonds by the Company. Reviewing annual asset allocation plan and entrusted investments of the Company. The Strategy and Assets and Liabilities Management Committee reviewed the proposals on the asset allocation plans of the Company, including the investment plan for self-use real estate for the year 2023 and related authorisation, the management guidelines on the investment by CLI under the entrustment of the Company for the year 2024, the authorisation of investment in financial products for the year 2024, the authorisation of investment in equity investment funds for the year 2024, the authorisation of investment in non self-use real estate for the year 2024, the authorisation of investment in single asset management plan for the year 2024, and the overseas investment plan for the year 2024 and related authorisation of investment. Independent Director, Chairman of the Risk Management and Consumer Rights Protection Committee of the seventh session of the Board In 2023, the Strategy and Assets and Liabilities Management Committee of the Board of the Company performed its relevant duties and functions in strict compliance with the "Procedural Rules for the Strategy and Assets and Liabilities Management Committee Meetings". All members of the Strategy and Assets and Liabilities Management Committee proactively performed their obligations, reviewed the proposals on the three-year business plan of the Company, annual investment plan and authorisation, major investment projects, relevant rules on assets and liabilities management, and sustainable development strategies (including ESG and social responsibility report), and listened to the annual report on the situation relevant to the assets and liabilities management. Members of the Strategy and Assets and Liabilities Management Committee diligently performed their duties. During meetings of the Strategy and Assets and Liabilities Management Committee, all members actively participated in discussions and gave professional advices on the proposals considered and discussed at the meetings. 98 Annual Report 2023 | Corporate Governance The Company has set up the "Investor Relations" section on its official website at www.e-chinalife.com to facilitate investors to access announcements, operating results materials and other information for public disclosure as published by the Company on the stock exchanges of its listed jurisdictions in the PRC and overseas. In addition, investors may call the investor relations hotline of the Company at 86- 10-63631241 or email to the investor relations email address at ir@e-chinalife.com if they have any further inquiries. The Company will respond to such inquiries in a timely manner. The Company has established a well-developed, effective and practical information disclosure management system in strict compliance with the regulatory laws and regulations, relevant rules and self-regulatory requirements of its listed jurisdictions and the insurance industry, focused on enhancing the quality of information disclosure on the basis of strict compliance with laws and regulations, and continued to improve the effectiveness of information disclosure, so as to ensure that domestic and overseas investors obtain true, accurate and complete information in a compliant and effective manner. The Company has attached great importance to its contact and communication with domestic and overseas investors, and proactively developed investor relations by offering various channels to facilitate such investors to keep abreast of any major business development of the Company in a timely manner. INFORMATION DISCLOSURE AND INVESTOR RELATIONS In accordance with the Articles of Association, when the Company convenes the shareholders' general meeting, shareholders individually or in aggregate holding 3% or more of the shares of the Company shall have the right to submit proposals to the Company. The Company should include such matters that fall into the scope of the functions and powers of the shareholders' general meeting in the agenda of the meeting. Shareholders individually or in aggregate holding 3% or more of the shares of the Company may submit provisional proposals in writing to the convenor sixteen days prior to the shareholders' general meeting. The provisional proposals shall fall into the scope of the functions and powers of the shareholders' general meeting and specify explicit topics and specific resolution matters. Shareholders may put forward enquiries to the Board through the Board Secretary or the Company Secretary, or put forward proposals at shareholders' general meetings through their proxies. The Company has made available its contact details in its correspondence with shareholders to enable such enquiries or proposals to be properly directed. If the number of Directors is less than the number stipulated in the Company Law or two-thirds of the number specified by the Articles of Association, or the uncovered losses incurred amount to one-third of the Company's total share capital, or if the Board or the Board of Supervisors deems necessary, or more than half of the Directors (including at least two Independent Directors) request, or shareholders holding 10% or more shares of the Company make a requisition, the Board shall convene an extraordinary shareholders' general meeting within two months. Where shareholders holding 10% or more shares request an extraordinary shareholders' general meeting, such shareholders shall make a request in writing to the Board with a clear agenda. The Board shall, upon receipt of such a written request, convene a meeting as soon as possible. If the Board fails to convene a meeting within 30 days of the receipt of such a written request, shareholders making such a request may convene a meeting by themselves at the cost of the Company within four months of the receipt by the Board of such a written request. To safeguard shareholders' interests, in addition to the right to participate in the Company's affairs by attending shareholders' general meetings, shareholders have the right to convene extraordinary shareholders' general meetings under certain circumstances. SHAREHOLDERS' INTERESTS The remuneration for senior management mainly comprises position compensation, performance rewards, welfare benefits and medium- and long-term incentives. A mechanism for the recovery and deduction of performance-based remuneration is also established to balance the relationships between the current and long-term needs as well as the revenue and risk by making full use of remuneration tools. The Company implements a term-of-service and target- related responsibility system for senior management. Performance target contracts are entered into between the Chairman of the Board and the President, and between the President and other senior management of the Company. The performance target contract system is an important tool in disassembling the strategic goals of the Company in a scientific manner, which is conducive towards the breakdown of targets and transmission of responsibility, enhancing the implementation capability of the Company and ensuring the successful completion of its annual business targets. The performance appraisal criteria listed in the individual performance target contracts of senior management are partially linked to the business targets of the Company and partially formulated with reference to the duties and functions of their respective positions. PERFORMANCE APPRAISAL AND INCENTIVES FOR SENIOR MANAGEMENT Annual Report 2023 | Corporate Governance 97 Name of member Position Name of member During the Reporting Period, five meetings were held by the Risk Management and Consumer Rights Protection Committee of the Board of the Company. Attendance records of individual members are as follows: Number of meetings attended in person/Number of meetings required to attend Number of meetings attended by proxies/Number of meetings required to attend 3/5 2/5 Wang Junhui Non-executive Director, member of the Risk Management and Consumer Rights Protection Committee of the seventh session of the Board 1/5 15 Business operations: The Company independently develops personal insurance businesses, including life insurance, health insurance and accident insurance businesses; reinsurance relating to the above insurance businesses; funds application business permitted by applicable PRC laws and regulations or approved by the State Council; as well as all types of personal insurance services, consulting business and agency business; sale of securities investment funds; and other businesses approved by the insurance administrative and regulatory authorities of the PRC. The Company currently possesses the "Insurance Permit" (institution number: 000005) issued by an insurance administrative and regulatory authority. The Company is independently engaged in the businesses as prescribed in its business scope according to law, has separate sales and agency channels and is licensed to use licensed trademarks without consideration. The completeness and independence of the Company's business operations will not be adversely affected by its relationship with related parties. 4/5 Non-executive Director, member of the Risk Management and Consumer Rights Protection Committee of the seventh session of the Board 4/4 0/4 Chen Jie Independent Director, member of the Risk Management and Consumer Rights Protection Committee of the seventh session of the Board 5/5 0/5 Notes: 1. 2. Meetings and Attendance Zhuo Meijuan Organisation: The Company has established a well-developed organisational system, under which internal bodies such as the Board of Directors and the Board of Supervisors operate separately. There is no subordinate relationship between such internal bodies and the functional departments of the Company's controlling shareholder. Finance: The Company has established a separate financial department, and developed an independent financial accounting system and financial management system; further, the Company makes financial decisions on its own; it employs separate financial personnel, opens separate accounts with banks and does not share bank accounts with CLIC; the Company, as a separate taxpayer, pays taxes individually according to law. Assets: The Company owns all assets relating to the operation of its principal business. At present, the Company does not provide any guarantee for its shareholders. The Company's assets are independent, complete, and independent of the shareholders of the Company and other related parties. 95 Annual Report 2023 | Corporate Governance Directors who were unable to attend any meeting of specialised Board committees authorised other Directors to attend and vote at the meeting on their behalf. The number of meetings attended in person includes meetings attended on-site and by way of telephone or video conference. 2. 1. Notes: 15 1/5 4/5 Independent Director, member of the Connected Transactions Control Committee of the seventh session of the Board The meetings convened are as follows: Huang Yiping 5/5 Independent Director, member of the Connected Transactions Control Committee of the seventh session of the Board Zhai Haitao 0/5 5/5 Independent Director, member of the Connected Transactions Control Committee of the seventh session of the Board Lam Chi Kuen 0/5 5/5 required to attend meetings attended by proxies/Number of meetings 0/5 The number of meetings attended in person includes meetings attended on-site and by way of telephone or video conference. Meetings convened Tenth meeting of the Connected Transactions Control Committee of the seventh session of the Board Employees: The Company is independent in the aspects of employment, human resources and remuneration management. INDEPENDENCE OF THE COMPANY FROM ITS CONTROLLING SHAREHOLDER Reviewing the implementation of the system for connected transactions management. The Connected Transactions Control Committee reviewed the implementation of the Company's system for connected transactions management and the report on connected transactions, and reviewed the report on the overall status of connected transactions of the Company for the year 2022. Approving framework agreements for daily connected transactions. The Connected Transactions Control Committee reviewed the proposals on the framework agreements for daily connected transactions, such as the execution of the "Agreement for Entrusted Investment and Management and Operating Services with respect to Alternative Investments with Insurance Funds" between the Company and CLI, the execution of the "Cooperation Agreement for Business Current Deposits" and the "Agreement Deposit Contract for RMB" between the Company and CGB, the termination by the Company of the "Cooperation Agreement for Concurrent Insurance Agency Business (Package Transactions Agreement)" with CGB, and the execution of the "Agreement for Package Transactions in relation to the Entrustment of the Company as an Agent to Sell Property and Casualty Insurance Products" between the Company and CLP&C, and fully reviewed the necessity, compliance and fairness of the daily connected transactions of the Company, which offered professional support to the Board's decision-making in a scientific manner. Approving connected transactions. The Connected Transactions Control Committee reviewed the proposals on major connected transactions, such as the investment by the Company in CLI – Xingan No. 1 Equity Investment Plan, the investment by the Company in CLI – Beijing MTR Equity Investment Plan, the investment by the Company in Project Huacang, and the capital reduction of National Pipe Network Group Sichuan East Natural Gas Transmission Pipeline Co., Ltd. by the Company, fully discussed the necessity, feasibility and major risks of the connected transactions, and made recommendations to the Board in respect thereof. - Confirming connected parties of the Company. The Connected Transactions Control Committee reviewed the "Report on Confirming the List of Connected Parties of the Company as of 31 December 2022" and the "Report on Confirming the List of Connected Parties of the Company as of 30 June 2023", and reported to the Board in respect thereof. In 2023, the Connected Transactions Control Committee performed its duties and functions in strict compliance with the "Procedural Rules for the Connected Transactions Control Committee Meetings". All members performed their obligations in a responsible manner and reviewed the proposals in relation to the connected transactions of the Company. During meetings of the Connected Transactions Control Committee, all members actively participated in discussions and gave guiding opinions on the proposals considered and discussed at the meetings. Performance of Duties by the Connected Transactions Control Committee 96 Annual Report 2023 | Corporate Governance One proposal, namely the "Proposal in relation to the Execution of the 'Agreement for Package Transactions in relation to the Entrustment of the Company as an Agent to Sell Property and Casualty Insurance Products' between the Company and China Life Property and Casualty Insurance Company Limited", was considered and approved. 28 March 2023 Fourteenth meeting of the Connected Transactions Control Committee of the seventh session of the Board One report, namely the "Report on Confirming the List of Connected Parties of the Company as of 30 June 2023", was debriefed. Thirteenth meeting of the Connected Transactions Control Committee of the seventh session of the Board 22 August 2023 Three proposals, including the "Proposal in relation to the Execution of the 'Cooperation Agreement for Business Current Deposits' between the Company and China Guangfa Bank Co. Ltd." and the "Proposal in relation to the Execution of the 'Agreement Deposit Contract for RMB' between the Company and China Guangfa Bank Co. Ltd.", were considered and approved. Three proposals, including the "Proposal in relation to the Execution of the 'Agreement for Entrusted Investment and Management and Operating Services with respect to Alternative Investments with Insurance Funds' between the Company and China Life Investment Management Company Limited", were considered and approved. Four proposals, including the "Proposal in relation to the Investment by the Company in CLI - Xingan No. 1 Equity Investment Plan", were considered and approved, and one report, namely the "Report on Confirming the List of Connected Parties of the Company as of 31 December 2022", was debriefed. Description Twelfth meeting of the Connected Transactions Control Committee of the seventh session of the Board 28 June 2023 Eleventh meeting of the Connected Transactions Control Committee of the seventh session of the Board 26 April 2023 14 December 2023 Directors who were unable to attend any meeting of specialised Board committees authorised other Directors to attend and vote at the meeting on their behalf. During the Reporting Period, no amendment was made to the Articles of Association by the Company. The Company developed investor relations in a proactive Iway with its stringent attitude and innovative thinking. It kept abreast of the pace of technological development and consistently made innovation in its communications with and services to investors, which constantly enhanced the efficiency of communication between the Company and capital market. The works conducted by the Company for investor relations mainly included holding shareholders' general meetings, results briefings and investor presentation meetings, organising open days for the Company, embarking on global non-deal roadshows, holding online and offline conferences with investors and analysts, attending investors' meetings, frequently updating information on its investor relations website, and timely responding to enquiries from investors and analysts. In 2023, the Company communicated with more than 3,700 investors and analysts, including nearly 1,200 investors who attended results briefings online and offline. The Company held 247 online and offline meetings with more than 2,500 investors and analysts for the year, attended a total of 51 offline investors' meetings, and convened 39 onsite investigation and research meetings and 50 telephone or video conferences. It also communicated with investors by holding 107 offline roadshow meetings during the non-deal roadshows for annual and interim results. In addition, the Company focused on the protection of medium and small investors, actively responded to any enquiries from them, kept in close contact with investors by various means such as email, phone and internet, and recorded a clickthrough rate of over 150,000 person-times for the live video streaming of results briefings. The Company reviews its policy for communication with shareholders once a year and considers that such policy remains effective based on the feedbacks received from investors and the capital market on investor relations. The Company consistently implemented regulatory requirements and its operational risk management strategies, optimised the operational risk management system, and regulated the operational risk management processes, so as to enhance the effectiveness of operational risk management on an ongoing basis. The Company established an operational risk management system that combines three management tools, namely self-assessment of operational risk and its control, loss database for operational risks, and key risk indicators, and further reinforced the operational risk management at all levels of branches, in order to facilitate the vertical expansion of operational risk management network and achieve the integration of operational risk management and control with its business development. The operational risk control measures adopted by the Company mainly included the following: (1) developing an operational risk management process and method compatible with the nature, scale and risk characteristics of the Company's business, including the identification, assessment, control, monitoring and reporting mechanisms; (2) establishing a loss database for operational risks to carry out the loss data collection and analysis of operational risks on a regular basis; (3) establishing a key indicator room for operational risks to conduct regular monitoring of the key indicators for Operational risk refers to the risk of losses arising from the issues found in internal procedures, employees and IT systems, as well as external events. Operational Risk Reinsurance credit risk refers to the credit risk that may possibly be faced by the Company in connection with the obligations to be undertaken by reinsurers due to their failure to perform reinsurance contracts. To address the reinsurance credit risks, the Company adopted the following measures: (1) properly setting self-retained risk limits through an effective reinsurance management system, and using reinsurance as an effective tool to transfer risks to reinsurers with a high level of solvency; (2) reviewing the relevant information of a reinsurer in the reinsurance registration system in strict compliance with the regulatory requirements prior to the execution of a reinsurance contract to ensure that the reinsurer in cooperation with the Company satisfies with the regulatory requirements; and (3) conducting credit assessments on reinsurers through internal rating to select reinsurers that have higher credit standing to mitigate credit risks. Reinsurance Credit Risk Annual Report 2023 | Corporate Governance 105 To address the credit risks of investment business, the Company developed and continuously improved the organisational structure of credit risk management, and constantly optimised the process for credit risk management. Meanwhile, the Company established and made amendments to the management system and strengthened the implementation of such system pursuant to the regulatory requirements and management practices, strengthened the research on risks and kept on improving risk analysis, assessment, monitoring, pre- warning and emergency response standard. By relying on information technology, the Company consistently enhanced the standard of quantitative analysis on credit risks and diversified the methods used for risk management and control. The Company primarily adopted the following measures in 2023: (1) further improving the centralised credit rating process and system functions to enhance the credit risk management standard; (2) optimising the credit risk limit management system in multiple dimensions to improve the mechanism for prevention of credit risks prior to investment; (3) strengthening the monitoring of credit risk indicators for the purposes of indicating risk exposure and any change of risk distribution in an effective manner and closely tracking down negative information; and (4) deepening efforts on the research of key industries and the credit risk outlook to enhance the capability of the Company in risk management and control during and after investment. Credit Risk of Investment Business The credit risks that the Company is exposed to mainly relate to investment deposits, bond investments, non- standard financial product investments and reinsurance arrangements, etc. Credit risk refers to the risk that exposes the Company to unexpected losses due to non-performance or delay in the performance of contractual obligations by counterparties, or adverse changes in their credit standings. Credit Risk In order to address the market risks, the Company continued to pay attention to the risk exposures of interest rate, equity prices, real estate prices and exchange rate, monitored value at risk/mark to market (VaR/MTM), yield volatility, duration and other key market risk indicators on a regular basis, set up a 2-tier risk limit indicator and corresponding threshold values, carried out sensitivity analyses and stress tests to measure the risk losses to the Company under stress scenarios, gave pre-warning of market risks and formulated contingency plans for emergencies. Currently, the proportion of each investment asset is in line with the requirements of the NFRA and the internal management provisions of the Company. According to the results of the risk indicator monitoring and stress tests, the market risk of the Company was within a normal controllable range. The Company primarily adopted the following risk control measures in 2023: (1) stepping up efforts on the study of macro economy, currency and financial policies to assess domestic and international economic and market trends in a timely manner; (2) reviewing the risks of major assets categories and the characteristics of their returns on a regular basis, so as to constantly optimise the model of asset allocation; (3) carrying out the effective management of open market equity exposure and making reasonable allocations; (4) increasing investment in interest rate bonds with long duration when appropriate opportunities arose, with a view to extending the duration of assets and narrowing the gap. arising from the duration mismatch of assets and liabilities; (5) facilitating the advancement of systems to improve risk monitoring and pre-warning functions and simultaneously strengthening the emergency response mechanism for major emergencies in investment management; and (6) reinforcing efforts to identify and monitor investment concentration risk and diversifying risks in a reasonable manner. Market risk refers to the risk that exposes the Company to unexpected losses due to adverse movement in (amongst others) interest rate, equity prices, real estate prices and exchange rate. Market Risk 104 Annual Report 2023 | Corporate Governance operational risks and taking relevant control measures against them; (4) conducting self-assessments on operational risks and their control measures on a regular basis and identifying any areas in the management and control of operational risks that were vulnerable, with a view to constantly increasing the capability of the Company in operational risk management; and (5) fostering a culture of operational risk management by organising and conducting training courses on operational risk management. In 2023, the operational risk management of the Company was satisfactory, and losses from operational risks were controllable. As the management foundation of the Company for operational risks was consistently solidified, the quality and efficiency of its risk management were further enhanced. The Company assessed and monitored insurance risks through sensitivity analysis and other actuarial appraisal methods, with a focus on the impact of mortality rate, morbidity rate, lapse rate, expense rate and other relevant assumptions on the Company's operating results. The Company managed insurance risks through the following mechanisms and processes: (1) establishing an organisational structure and a system for insurance risk management, so that insurance risk management can be performed within a scientific, comprehensive and effective management system; (2) devising a system for risk limit indicators and carrying out normal monitoring analysis, so as to contain risks within a controllable range; (3) implementing an effective product development and management system to strictly control product pricing risks, and strengthening empirical analysis to offer support to pricing assumptions and assessing assumptions, in order to prevent and control insurance risks from the front end of products; (4) effectively guarding against adverse selection risks and insurance frauds through the establishment and implementation of a well-developed system for verification of insurance policies and claims, as well as the practical operation regulations; (5) transferring and mitigating insurance risks through a scientific and reasonable reinsurance arrangement; and (6) strengthening expenses management and enhancing efficiency in resource utilisation. In 2023, the Company managed insurance risks in a regulated and orderly manner, with sufficient and reasonable provisions of minimum capital for insurance risks. The Company will continuously keep a watch on the development trend of insurance risks and further enhance its capability of managing insurance risks. Strategic Risk The Company set up a relatively well-developed system for strategic risk management, and established an organisational system for strategic risk management with the ultimate responsibility assumed by the Board, under the direct leadership of the management and with the division of labour and collaboration among the relevant functional departments. The Company also optimised the work mechanism and process for strategic study, formulation, implementation and assessment. By taking into full account various factors such as market conditions, risk preference, capital position and its own capabilities, the Company made planning for its medium- and long-term development and put the same into practice in annual business plan and work plans, so as to strengthen the formulation, approval, implementation and evaluation of whole process management of strategic and development planning. Meanwhile, the Company equipped with a professional team of talents and developed a scientific and efficient system for performance appraisal to strengthen the management of both business and investment strategies. The Company also created an indicator system for the daily monitoring of strategic risks to monitor and analyse strategic risks on a regular basis, which ensured an effective execution of the Company's strategic risk management. In 2023, the soundness of the Company's strategic risk management system and the effectiveness of its implementation were maintained, and the strategic risks were controllable in general. In 2023, the Company continued to improve the effectiveness of disclosure and the transparency of information. For the disclosure of provisional announcements, the Company promptly fulfilled its obligation of information disclosure by publishing timely announcements with respect to the progress of such matters as significant matters, major investments and connected transactions on the websites of the stock exchanges in its listed jurisdictions, the media satisfying the conditions prescribed by the CSRC, the official website of the Company and the website of Insurance Association of China, etc. For the disclosure of periodic reports, the Company continued to deeply engage in making disclosure of information that had significant impacts on investors' value judgment and investment decisions, enriched the contents of information for voluntary disclosure with its focus primarily on investor concerns, and provided the capital market and investors with simple and clear, more targeted and effective information, for the purpose of facilitating investors, especially medium and small investors, to better understand the Company's strategies and business highlights. The Company also regularly organised training courses and promotion activities relating to the relevant rules of information disclosure and corporate governance. It properly arranged information disclosure on the basis that the differences between the laws and regulations of its listed jurisdictions in the PRC and overseas, and the differences between the regulatory requirements of its listed jurisdictions and the insurance industry, are well defined. The Company strictly managed its inside information and carried out the registration and filing procedures on persons who have knowledge of inside information in compliance with law, strengthened the confidentiality of inside information, and safeguarded the legitimate rights and interests of investors, with a view to maintaining the fairness, impartiality and openness of information disclosure of the Company. In 2023, the Company was awarded Grade A in the assessment by the SSE of information disclosure of listed companies for the year of 2022-2023. 108 Annual Report 2023 | Corporate Governance The Company assesses ESG material issues once a year in view of the external economic, social and macro environment as well as its own development strategy, discusses and determines the risks and opportunities faced by it in relation to ESG, and regards the management and escalation of key issues as its priority of work in ESG for the year. The Board reviews and confirms the assessment results, taking into consideration the key issues as part of its formulation of an overall strategy, and supervising the management of such issues and their performance. In 2023, the Company further strengthened its ESG risk management, through which top five ESG risks were identified as follows: information safety, climate change, corruption, human resources and customer relationship management, and talent attraction and retention. The Company has devised the management strategy against the above risks in order to keep track with the risk development trend in a timely manner. ESG Risk In 2023, the Company actively implemented the legal provisions of national laws such as the "Data Security Law" and the "Personal Information Protection Law" to strictly protect major data and personal information, so as to safeguard the legitimate rights and interests of customers. It continued to optimise its data governance structure and data management system and mechanism, refined the responsibilities of divisions at all levels for data management, established the unified standards for the management of data classification and categorisation and a strategy for data security protection to define the targets to be protected for data security and the key areas for protection, implemented the classified security protection measures for the full life cycle such as the collection, transmission and storage of data in an efficient manner, and developed a 3-dimensional data security protection system. Moreover, with the increased efforts on developing its data management capability, the Company was awarded the highest level certification under the Data Management Capability Maturity Assessment Model (DCMM), and consistently strengthened the management and control of data security, in order to ensure that the data of the Company was manageable and controllable. The Company attached great importance to information safety risk management. Firstly, the Company set up organisations to offer protection for information safety. It established an internet security and informationisation commission as the body for leading and organising the development of internet security and informationisation of the Company in all aspects. An information safety professional committee was set up under the internet security and informationisation commission to take the lead in the risk management of information safety of the Company. A working group of information safety was established at the headquarters level for the daily operation of information safety of the Company, whereas a leading group and working group of information safety were established at the level of branches and the divisions directly under the Company for the specific implementation of information safety. By assigning the duties of information safety to its different levels for implementation, the Company consolidated the responsibility of maintaining information safety at each level. Secondly, the Company developed various systems and strictly implemented such systems to ensure the standardisation of information management. Thirdly, the Company optimised the safety management requirements for the full life cycle of its IT system. By conducting safety tests and quality checks on the IT system before and after it was put online, the Company consistently enhanced the safety of such system. The Company also formulated contingency plans of the IT system for regular exercises to enhance its emergency response capability to address cyber attacks or safety accidents. Through the application of new cutting-edge technologies such as cloud computing and big data in all aspects, the Company built a security situational awareness platform and developed an automatic joint control mechanism focusing on joint prevention and coordination for the entire network with the help from the enterprise general control center, thus achieving the centralised analysis and coordinated disposal of various safety risks. In addition, the Company constantly stepped up efforts on, among others, awareness training, promotion and education, and phishing simulation for the information safety awareness of employees to foster a corporate culture of "everyone places emphasis on safety". In 2023, there was no circumstance where the Company's operation was affected due to the breakdown of computers or security breach. Annual Report 2023 | Corporate Governance 107 Information safety risk refers to the operational, legal and reputational risks caused by natural factors, human factors, technological loopholes or management defects in the process of applying information technology in the Company. The Company established a system for liquidity risk management to define the organisational structure and responsibilities of liquidity risk management. Further, the Company developed the processes covering the identification, evaluation, monitoring, response and disposal, reporting, and rectification of liquidity risk, and organised regular emergency exercises on liquidity risks. Overall, the liquidity risk of the Company was insignificant. The Company will constantly step up its effort on liquidity risk management pursuant to the regulatory requirements and its own provisions to ensure the performance of its obligation to give insurance benefits as scheduled. Liquidity risk refers to the risk that the Company does not have access to sufficient funds in time or at reasonable costs to meet its liabilities or other payment obligations as they become due. Liquidity Risk In 2023, the Company made further improvement to its system for reputational risk management to enhance the standard of reputational risk management on an ongoing basis. For the improvement of systems and mechanisms, the measures for the administration of reputational risks of the Company was optimised to strengthen the system for the evaluation and responsibility attribution of reputational risks and to consolidate the main management responsibilities. By practising the reputational risk management concept focusing on precaution, the Company conducted the source control over reputational risk, and mitigated reputational risks and hidden dangers in an active and effective manner, which avoided the occurrence of significant reputational risk incidents. The Company regularly reviewed and reported on reputational risk management by conducting evaluations and inspections on a rolling basis with more sophisticated management methods, and advanced the development of whole-process management online through the introduction of tech-empowered management tools, thus contributing to an improvement of reputational risk management in both quality and efficiency. The Company constantly proceeded with all tasks throughout the process, such as the identification, evaluation and disposal of reputational risk, so as to properly address and dispose of any reputational incidents and effectively protect brand reputation. The Company also offered training courses and exercises on reputational risk management in all aspects to cultivate a culture of reputational risk management. Reputational risk refers to the risk of negative comments on the Company from stakeholders, the public and the media as a result of the behaviours of the Company's divisions at all levels, practitioners or external events, thereby causing losses, damaging brand value, being detrimental to the normal operation of the Company, and even affecting market and social stability. Reputational risk may exist in any aspect of the Company's operation and management. The Company highly values its reputation and has incorporated reputational risk management into the corporate governance and comprehensive risk management system to prevent reputational risk. Reputational Risk 106 Annual Report 2023 | Corporate Governance Strategic risk refers to the risk of mismatch between strategies, market conditions and capabilities of the Company arising from ineffective formulation or implementation of strategies or changes in operational environment. Insurance risk refers to the risk that exposes insurance companies to unexpected losses due to the adverse deviation of the actual situation from the projections of assumptions such as loss ratio, expense rate and lapse rate. Information Safety Risk The major risks of the Company in the course of business operation and management include insurance risk, market risk, credit risk, operational risk, strategic risk, reputational risk, liquidity risk, information safety risk, ESG risk and fraud risk. - A relatively well-developed internal control system has been established in terms of team-building, sales and operations, and system management for the sales channels, such as individual insurance, bancassurance, group insurance and health insurance. This internal control system regulates the relevant authorisations and operational workflows, and effectively adopts the measures to prevent and manage risks relating to the operation of exclusive agents. The Company has promulgated clear regulations for the workflows and authorisations relating to the verification of insurance policies, insurance claims and insurance preservation. The Company has also formulated business operation standards and service quality standards, developed systems of business, document and file management, and further regulated the management of business approval authority to strengthen its control over business risk and improve the quality of its services. 100 Annual Report 2023 | Corporate Governance In compliance with regulatory requirements and having considered the characteristics of its business and management requirements, the Company has established and implemented a series of internal control measures and procedures with respect to currency and funds, insurance business, external investments, physical assets, information technology, financial reporting and information disclosure to ensure the safety and integrity of its assets. By strictly complying with relevant PRC laws and regulations as well as the internal rules and regulations of the Company, the quality of accounting information has been improved. Pursuant to the requirements of the "Notice on the Proper Preparation for Disclosure of 2023 Annual Reports of Companies Listed on the Main Board" and the "Self- Regulatory Guide for Listed Companies No. 2 — Business Process" promulgated by the SSE, the Company shall release an internal control self-assessment report simultaneously with the publication of its 2023 annual report. The Company has completed internal control self-assessment as required by the SSE for the year ended 31 December 2023. Such assessment is conducted on an annual basis and in two stages, namely, interim assessment and supplementary test. The Company has confirmed after the assessment that the relevant internal controls were effective. The Company has also received from its independent auditors an unqualified opinion on the effectiveness of its internal controls in relation to financial reporting as at 31 December 2023. The Company's assessment report and the report of its independent auditors will be included as an attachment to its annual report to be submitted to the SSE. The Company has been devoting significant effort towards the promotion of internal control and the establishment of internal control related systems. In accordance with the requirements of the "Standard Regulations on Corporate Internal Control", the "Implementation Guidelines for Corporate Internal Control", the "Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited", and the "Basic Standards of Internal Control for Insurance Companies" issued by the NFRA, the Company has carried out a lot of work on its internal control system establishment, rules implementation and risk management by centering on its corporate governance structure. The Company has also formulated and issued the "Internal Control Implementation Manual of China Life Insurance Company Limited (2023 Edition)" to strengthen the implementation of internal control standards and internal control assessments, and actively promoted the culture and philosophy of internal control, thereby continuously enhancing the internal control of the Company. In accordance with relevant laws and regulations such as the "Accounting Law of the People's Republic of China" and the "Enterprise Accounting Standards Basic Standards" and specific standards and taking into account the needs of the Company for its business development, operation and management, the Company has formulated and issued the "Accounting System of China Life Insurance Company Limited" and the "Accounting Practices of China Life Insurance Company Limited". The accounting units of the Company at all levels have implemented them in strict compliance with the requirements of the accounting system and various basic systems to regulate works relating to financial accounting and preparation of financial reports. The accounting units of the Company at all levels have assigned positions in a reasonable manner, clearly defined duties and responsibilities of such positions and their scope of authority on management, and strictly prohibited employees from serving incompatible positions concurrently, thus exercising the control over financial risks in an efficient manner. Internal Control Mr. Heng Victor Ja Wei, the Company Secretary, took no less than 15 hours of relevant professional training in 2023, satisfying the requirements under the Listing Rules. TRAINING OF COMPANY SECRETARY In 2023, the Company won various awards, including the "Best Practice of 2022 Annual Report Presentation Meetings" by the China Association for Public Companies, the "Top 50 in the Market Capitalisation List (Full List) of Chinese Listed Companies" and the "Top 5 of the Insurance Industry" by Wind, and the "Best Investor Relations Project" and the "Best Leader Award" in the 7th Excellent IR in China. CHANGES OF THE ARTICLES OF ASSOCIATION 99 Annual Report 2023 | Corporate Governance INTERNAL CONTROL AND RISK MANAGEMENT The Company has consistently proceeded with tasks in compliance with the regulatory requirements of relevant regulatory authorities, such as the SSE and the HKSE, with respect to corporate internal control. The Company has created a rigorous information disclosure system with well-developed workflows, including the provisions governing the basic responsibilities of periodic report disclosures, the major errors in periodic report disclosures and the responsibility attribution as set forth in the "Measures for the Administration of the Accountability System for Major Errors in Periodic Report Disclosures of China Life Insurance Company Limited". As at 31 December 2023, there was no major error in periodic report disclosures of the Company. The "Measures for the Administration of Registration of Persons Who Have Knowledge of Inside Information of China Life Insurance Company Limited" has been introduced to enhance the confidentiality of inside information of the Company and to register and submit information concerning persons who have knowledge of inside information. The relevant requirements under the "System of Internal Reporting of Material Information of China Life Insurance Company Limited" have been incorporated into the indicator system under the internal control report of the Company. Persons responsible for reporting material information obtain and identify potential material information at the level of operation and management by making use of various information technologies, and submit and report such information to the President and the Board of the Company as earlier as possible. The Board then makes the final decision on whether to release the material information, and discloses the same to such extent as it considers reasonable and practicable. It is the responsibility of the Board of the Company to establish and effectively implement well-established internal control systems, assess their effectiveness and disclose the report on the internal control assessment. The Board and its Audit Committee are responsible for leading the implementation of internal control measures of the Company, and the Board of Supervisors supervises the internal control assessments performed by the Board. The Company has established the Risk Management Department in its headquarters and branches, conducting tests on the management level, assessing the effectiveness of the establishment and implementation of internal control systems in accordance with the regulatory requirements of the jurisdictions where the Company is listed, and reporting to the Board, the Audit Committee and the management. Annual Report 2023 | Corporate Governance 101 Risk Identification and Control In 2023, the Company vigorously promoted the informatisation of risk management, actively applied the latest advanced technologies such as big data and artificial intelligence, and further optimised and upgraded the intelligent application of anti-money laundering in great depth, thus making significant progress in the intelligent identification of illegal fund-raising risks, monitoring of sales risk pre- warning, and integrated risk management platform. The informatisation and intellectualisation of risk management improved significantly, and the risk management capability of the Company was enhanced on an ongoing basis, which provided a strong support to the high-quality development of the Company. The Company has established a well-developed system relating to investment decisions in accordance with the relevant laws and regulations and based on the actual situation of investment management. The system defines the approval and decision-making authority, authorisation mechanism and specific decision-making procedures for investment management. All major investment decisions shall be approved and implemented in strict compliance with the internal decision-making process of the Company and the requirements of its investment management system. The Investment Decisions Committee is a permanent body of the Company for investment decisions, which is responsible for reviewing major investments and providing support to any investment decisions made by the management. The Company followed the requirements under anti- money laundering laws and regulations, kept on improving the system for money-laundering risk management and performed the anti-money laundering obligations under the law, with a view to enhancing both the quality and efficiency of its anti-money laundering work. Meanwhile, pursuant to external regulatory requirements, the Company conducted special governance on illegal fund-raising activities and carried out the self-inspection and rectification in key risk areas, which effectively improved the Company's precaution capability in key risk areas. Pursuant to the requirements of the NFRA on the China Risk Oriented Solvency System (C-ROSS), the Company pushed forward the establishment of a solvency risk management system, and built a "1+7+N" comprehensive risk management system with the "Comprehensive Risk Management Rules" as the general principles, seven types of risks (including insurance risk, market risk, credit risk, operational risk, strategic risk, reputational risk and liquidity risk) as the key focuses, and having reliance on a series of implementing rules for business such as the "Measures for the Administration of Risk Preference System". The Company consistently reinforced the mechanism for formation, transmission and application of the risk preference system, creating a system for the normal management of risk preference with the statement on risk preference as the carrier, and the risk tolerance and limit indicators as the focus. Through the combination of risk preference with various lines of operation and management, the Company maintained a good interaction between risk management and business development. The Company conducts a self- assessment on solvency risk management capability every year so as to assess all work in relation to risk management in two dimensions: the soundness of the system and the effectiveness of its implementation. The Company took specific rectification measures against its own shortcomings and weaknesses, which enhanced its risk management standard in all aspects. In the SARMRA under the C-ROSS (Phase II) Regulation conducted by the NFRA, the Company's capability of solvency risk management ranked among the top of life insurance companies. Work in relation to Risk Management The Company has established an organisational system for comprehensive risk management with the ultimate responsibility assumed by the Board, under the direct leadership of the management, having reliance on the risk management departments and with the close cooperation among the relevant functional departments, and developed a 5-tier organisational structure for risk management covering the corporate governance level, the headquarters level, the provincial branches level, the local or city branches level, and the county sub-branches level. With the reliance on the 5-tier risk management and control structure, the Company has put in place three lines of defense that focus on risk management: the first line of defense consists of branches and sub-branches at all levels and various functional departments that identify, assess, address, monitor and report risks at the front end of business; the second line of defense is composed of the Risk Management and Consumer Rights Protection Committee of the Board, as well as the Risk Management Committee and the Risk Management Department of the Company that take lead in formulating the system, standard and limit for a variety of risks and make recommendations to address such risks; the third line of defense comprises the Audit Committee of the Board, as well as the internal audit department, the Office of the Discipline Inspection Committee and other departments of the Company that supervise the risk management workflows established by the Company and the procedures and actions for control of various risks. The three lines of defense have been coordinated with each other in a proactive manner to organise and commence any work in relation to risk management. By establishing the organisational structure of risk control, the Company has gradually established a criss-cross network of risk control system, with the risk management departments at all levels as leading bodies, the relevant functional departments as main bodies, the vertical decision-making control system and horizontal interactive collaboration mechanism as supporting systems and the comprehensive risk management as focus, thus laying a strong foundation for the Company to achieve a comprehensive risk management system with full coverage, all-employee participation and effective workflows. Annual Report 2023 | Corporate Governance 103 Insurance Risk Risk Management 102 Annual Report 2023 | Corporate Governance audits closely related to the Company's business objectives, and conducted a variety of special audits on anti-money laundering, connected transactions, assets and liabilities management, solvency risk management system, application of funds, protection of consumers' rights and interests, reputational risk management, risk management of financial derivative transactions, compliance of intermediary business, and insurance fraud risk management pursuant to regulatory requirements. Meanwhile, the Company has put more efforts on the application of audit results, consistently strengthened the supervision and direction of rectification measures for any issues identified in audit, handover of the issues concerned and the responsibility attribution, proceeded with the integration of rectification measures, further improved the closed-loop management of internal audits, and facilitated its standardised management and compliance operation. The Company has constantly optimised three lines of defense for compliance management to vigorously establish a sound and effective compliance management system and to improve a mechanism for compliance management on an ongoing basis, with a view to identifying, guarding against and mitigating material compliance risks. The Company has also played an active role in advocating the business philosophy of "creating value from compliance" and made a serious effort towards fostering the corporate culture of "being compliant on a proactive basis, starting from the top level and having responsibility for all to be compliant", thus successfully obtaining the national standard GB/T 35770-2022 and the international standard ISO 37301:2021 compliance management system certificates at the end of 2023. The Company will continue to deeply engage in building a law-based company by upholding the compliance objective of managing itself according to law and practising the compliance philosophy of good faith business operations, strengthen systems management and construction with enhanced management and control of compliance risks, and introduce multiple measures concurrently to further reinforce an internal impetus to compliance operation, for the purpose of ensuring the achievement of its goal of high- quality development. The Risk Management Department, the Audit Department and the Legal and Compliance Department of the Company are responsible for the supervision and inspection of the Company's internal control measures. The Company identifies issues in the areas of system design, control implementation and risk management in a timely manner through the adoption of various measures such as walk-through test, control test and risk analysis. It also eliminates loopholes, guards against risks and reduces losses by adopting various measures to improve systems, enhance legal compliance and pursue accountability. In 2023, the Company actively adapted to the stringent regulatory environment in the PRC and overseas financial industry and strictly complied with the regulatory requirements to constantly improve the organisational structure of internal audit, and further strengthened the mechanism for internal audit management, which effectively performed the supervisory role of audit. The Company carried out the economic responsibility audit on its key responsible persons at all levels and the senior management audit on deputy heads of its branches at the provincial level, organised and performed a series of special The Company has established a comprehensive information technology system to cover all aspects of IT work and formed a closed-loop control mechanism focusing on centralised review and publication, periodic inspection and continuous improvement. By conducting measures such as the inspection and evaluation of system implementation on a regular basis, the Company has facilitated the effective implementation of the system and enhanced the standardisation and normalisation of various IT work. Further, the Company has constantly promoted the construction of the systems of information safety and risk control, and formulated and implemented a series of effective information safety control measures at various stages of the life cycle of the IT system, thereby effectively ensuring the safe and steady operation of the Company. In 2023, the Company conducted several internal and external risk assessments to promote construction by inspection, with a view to consistently enhancing its capability in management and control of information safety risks. Risk Management System OTHER RELEVANT INFORMATION H Share registrar and transfer office Domestic legal adviser International legal advisers Auditors of the Company PricewaterhouseCoopers Center, 2 Link Suqare, 202 Hubin Road, Huangpu District, Shanghai, PRC King & Wood Mallesons Latham & Watkins LLP Domestic auditor Address: 11/F, Name of the Signing Auditors: Zhou Xing, Huang Chen 2628 Computershare Hong Kong Investors Services Limited PricewaterhouseCoopers Zhong Tian LLP STOCK INFORMATION The Stock Exchange of Hong Kong Limited 601628 China Life Shanghai Stock Exchange Stock code Stock short name Exchanges on which the stocks are listed H Share A Share Stock type Address: Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong Tower A, China Life Plaza, 16 Financial Street, Xicheng District, Beijing, P.R. China The Company's website at www.e-chinalife.com China Life Debevoise & Plimpton LLP Announcement of Premium Income PricewaterhouseCoopers CBIRC HKExnews website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk 7 2023/3/3 60 Announcement - Approval of Qualification of Person in Charge of Finance by the 2023/2/13 2023/2/1 Forfeiture of Unclaimed Dividends 2023/1/16 2023/1/16 2023/1/13 Date of disclosure Election of Language and Means of Receipt of Corporate Communication Reply Form 5 4 3 2 1 Serial No. Items INDEX OF INFORMATION DISCLOSURE ANNOUNCEMENTS Announcement of Premium Income Announcement 111 Annual Report 2023 | Other Information Name of the Certified Auditor: Yip Siu Foon, Linda Address: 22/F, Prince's Building, Central, Hong Kong Overseas auditor www.sse.com.cn 16 Financial Street, Xicheng District, Beijing, P.R. China The Company's annual report may be obtained at 86-10-63633333 100033 Bai Tao China Life Insurance Company Limited ("China Life") 中國人壽保險股份有限公司(簡稱「中國人壽」) Telephone Hong Kong office address Email Website Fax Customer service hotline Investor relations hotline Telephone Postal code Registered name in Chinese Registered name in English Legal representative Registered office address/ Current office address BASIC INFORMATION OF THE COMPANY INFORMATION OTHER = Annual Report 2023 | Corporate Governance 109 It should be stated that the risk management and internal control of the Company are designed with the objectives to reasonably ensure the legal compliance of business operation and management, safety of assets, truthfulness and completeness of financial reports and relevant information, improvement of operating efficiency and effect, and accomplishment of development strategy. Given the inherent limitations on risk management and internal control, the Company can only provide reasonable assurance with respect to the accomplishment of the above objectives. For other analysis on the insurance risk, market risk, credit risk and liquidity risk of the Company, please refer to the "Risk Management" section in the Notes to the Consolidated Financial Statements of this annual report. and control of the Company was effectively improved. The Company promoted the fraud risk management on an ongoing basis, played an active role in increasing the awareness of fraud risk prevention, and proceeded with all tasks against frauds in an effective manner. The Company has established an organisational system for fraud risk management with the ultimate responsibility assumed by the Board, under the direct leadership of fraud risk managers and with the close cooperation among the functional departments. With its implementation of comprehensive risk management, the Company identified control points in a variety of business activities for fraud risks. The Company also proceeded with all tasks against frauds in active cooperation with regulatory authorities and industry associations, and attached great importance to fostering anti-fraud culture through education on anti-fraud alert and promotion. As a result, the capability of fraud risk prevention Fraud Risk 118 Annual Report 2023 | Financial Report 8 86-10-63631241 Shanghai Securities News (www.cnstock.com) Securities Times (www.stcn.com) Securities Daily (www.zqrb.cn) 95519 www.e-chinalife.com The Company's H Share disclosure websites CSRC's designated website for the Company's annual report disclosure Media and websites for the Company's A Share disclosure INFORMATION DISCLOSURE AND PLACE FOR OBTAINING THE REPORT * Ms. Li Yinghui, Securities Representative of the Company, is also the main contact person of the external Company Secretary engaged by the Company liyh@e-chinalife.com 86-10-66575112 86-10-63631191 16 Financial Street, Xicheng District, Beijing, P.R. China Li Yinghui Securities Representative ir@e-chinalife.com 86-10-66575112 86-10-63631241 16 Financial Street, Xicheng District, Beijing, P.R. China Zhao Guodong Board Secretary Email Fax Telephone Office address Name CONTACT INFORMATION 110 Annual Report 2023 | Other Information 852-29192628 16/F, Tower A, China Life Centre, One Harbour Gate, 18 Hung Luen Road, Hung Hom, Kowloon, Hong Kong ir@e-chinalife.com 86-10-66575722 2023/3/3 Announcement - Change of Board Secretary and Authorised Representative Announcement of Premium Income Notification Letter and Request Form to Non-registered Shareholders NFRA 2023/12/1 78 2023/11/29 2023/11/29 2023/11/29 Supplemental Form of Proxy of Holders of H Shares for use at the First Extraordinary General Meeting 2023 of the Company to be held on Friday, 15 December 2023 Notification Letter and Change Request Form to Registered Shareholders Notification Letter and Request Form to Non-registered Shareholders Announcement - Approval of Qualification as Chief Actuary of the Company by the 76 67 77 75 75 2023/11/29 2023/11/10 Announcement - Approval of Qualification as President of the Company by the NFRA Supplemental Notice of the First Extraordinary General Meeting 2023 74 73 2023/11/9 2023/11/8 79 Announcement of Premium Income 2023/12/11 80 CGB China Life AMP Pension Company AMC CLIC China Life, the Company In this report, unless the context otherwise requires, the following expressions have the following meanings: DEFINITIONS AND MATERIAL RISK ALERT 114 Annual Report 2023 | Other Information 2023/11/8 2023/12/15 82 62 2023/12/15 Announcement - Renewal of Continuing Connected Transactions under the Insurance Sales Framework Agreement 81 2023/12/15 Resolutions Passed at the First Extraordinary General Meeting 2023 - Announcement Announcement - Supplementary Information regarding Compensation of Directors, Supervisors and Senior Management Members in 2022 CLP&C Notification Letter and Change Request Form to Registered Shareholders Notification Letter and Request Form to Non-registered Shareholders Announcement of Premium Income 237 Date of disclosure Announcement in relation to the Disclosure of Relevant Representation on the 2023 Corporate Day 63 Serial No. Items Annual Report 2023 | Other Information 113 2023/10/26 Summary of Solvency Quarterly Report of Insurance Company (Third Quarter of 2023) 62 2023/10/26 2023/10/18 Voluntary Announcement - Convening of 2023 Third Quarter Results Briefing 2023 Third Quarter Report 61 60 2023/10/13 Notice of Board Meeting 59 2023/10/11 2023/9/21 2023/9/13 2023/10/30 64 Materials for the China Life 2023 Corporate Day: Past Experiences Herald a Promising Future - China Life 2023 Corporate Day 2023/10/30 71 70 2023/11/8 Form of Proxy of Holders of H Shares for use at the First Extraordinary General Meeting 2023 of the Company to be held on Friday, 15 December 2023 69 2023/11/8 Notice of the First Extraordinary General Meeting 2023 68 2023/11/8 72 Election of Ms. Liu Hui and Mr. Ruan Qi as Executive Directors of the Seventh Session of the Board of Directors, Election of Mr. Li Bing as a Non-Executive Director of the Seventh Session of the Board of Directors and Notice of the First Extraordinary General Meeting 2023 67 2023/10/30 Materials for the China Life 2023 Corporate Day: Progress Intergration Prospects - Individual Sales System Reform 66 99 2023/10/30 Materials for the China Life 2023 Corporate Day: Insurance + Senior Care Make Life Better China Life's Distinctive Senior Care Ecosystem - 65 67 CLI China Life Capital Ministry of Finance Valuation of liabilities for remaining coverage and insurance revenue recognition for insurance contracts not using the premium allocation approach • Key audit matters identified in our audit are summarised as follows: Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. KEY AUDIT MATTERS We are independent of the Group in accordance with the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants ("IESBA Code"), and we have fulfilled our other ethical responsibilities in accordance with the IESBA Code. Independence We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. We conducted our audit in accordance with International Standards on Auditing ("ISAS"). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. BASIS FOR OPINION In our opinion, the consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at 31 December 2023, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with IFRS Accounting Standards and have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance. Our opinion • the notes to the consolidated financial statements, comprising material accounting policy information and other explanatory information. the consolidated statement of cash flows for the year then ended; and • What we have audited (continued) OPINION (continued) Independent Auditor's Report (continued) 116 Annual Report 2023 | Financial Report Fair value of level 3 financial assets Annual Report 2023 Financial Report 117 Independent Auditor's Report (continued) Based on the above procedures, we found the methodologies, significant assumptions and judgements used in relation to the valuation of liabilities recorded for remaining coverage and insurance revenue recognised for insurance contracts not using the premium allocation approach were supportable by the evidence we gathered. Performing an independent actuarial modelling and recalculation of the estimates of the present value of future cash flows, risk adjustment for non-financial risk, contractual service margin, loss component and insurance revenue recognised in the current period on a sample basis and comparing our results to the results from the Group's actuarial models. Testing the relevance, completeness and accuracy of the underlying insurance policy data used in the valuation and measurement on a sample basis; Assessing the reasonableness of the significant actuarial assumptions by considering the Group's rationale for the actuarial judgements applied along with comparison to industry data and historical experience; Assessing the reasonableness of methodologies used by the Group; • . . With the assistance of our internal actuarial experts, we performed the following audit procedures for the valuation of liabilities for remaining coverage, including those at the transition date, and insurance revenue recognition for insurance contracts not using the premium allocation approach: the consolidated statement of changes in equity for the year then ended; We obtained an understanding, evaluated the design and tested the key internal controls over the valuation of the Group's liabilities for remaining coverage and insurance revenue recognition for insurance contracts not using the premium allocation approach, including controls over management's review of the actuarial methodologies, the actuarial models, the actuarial assumptions and the data inputs used. We focus on the valuation of the liabilities for remaining coverage for insurance contracts not using the premium allocation approach as this requires significant management judgement in the selection and application of complex methodologies. These liabilities also require management's significant judgements in determining the assumptions related to mortality rates, morbidity rates, lapse rates, coverage unit, discount rates, expense assumptions and policy dividend assumptions. Changes in these assumptions could have significant effects on the above liabilities and revenue being recognised. As part of our audit, we also focus on the transition of IFRS 17 for the liabilities for remaining coverage insurance contracts not using the premium allocation approach. The insurance revenue recognition for insurance contracts not using the premium allocation approach relies primarily on the measurement of significant components of the related liabilities, including estimates of the present value of future cash flows, risk adjustment for non-financial risk and contractual service margin. The Group uses the discounted cash flow method to estimate the above liabilities, including estimates of the present value of future cash flows, risk adjustment for non-financial risk, contractual service margin and loss component. At 31 December 2023, the Group had liabilities for remaining coverage for insurance contracts not using the premium allocation approach of RMB4,790.02 billion, accounting for 90.12% of the Group's total liabilities. In 2023, the amount of insurance revenue recognised for contracts not using the premium allocation approach is RMB160.30 billion, accounting for 46.50% of the Group's total revenue. IFRS 17 "Insurance contracts" sets out the requirements in accounting for insurance contracts issued and reinsurance contracts held. Starting from 1 January 2023, the Group has adopted IFRS 17 with comparatives restated from 1 January 2022 (the transition date). This is a new standard which requires significant judgements in the use of complex methodologies and assumptions in particular for valuation of liabilities for remaining coverage. Refer to Notes 2.8, 14 and 20 to the consolidated financial statements. Valuation of liabilities for remaining coverage and insurance revenue recognition for insurance contracts not using the premium allocation approach Key Audit Matter KEY AUDIT MATTERS (continued) How our audit addressed the Key Audit Matter the consolidated statement of comprehensive income for the year then ended; • the consolidated statement of financial position as at 31 December 2023; Ministry of Finance of the People's Republic of China China Life Capital Investment Company Limited, an indirect wholly-owned subsidiary of CLIC China Life Investment Management Company Limited, a wholly-owned subsidiary of CLIC China Life Property and Casualty Insurance Company Limited, a non-wholly owned subsidiary of CLIC China Guangfa Bank Co., Ltd., an associate of the Company China Life Pension Company Limited, a non-wholly owned subsidiary of the Company China Life AMP Asset Management Company Limited, an indirect non-wholly owned subsidiary of the Company China Life Insurance (Group) Company, the controlling shareholder of the Company China Life Asset Management Company Limited, a non-wholly owned subsidiary of the Company China Life Insurance Company Limited and its subsidiaries RMB National Financial Regulatory Administration, the predecessor of which is China Banking and Insurance Regulatory Commission ESG C-ROSS (Phase II) Regulation SARMRA Articles of Association Securities Law Insurance Law Company Law SSE HKSE CSRC NFRA China or PRC Announcement - Change of Composition of the Special Committees of the Board Announcement of Premium Income China Securities Regulatory Commission Company Law of the People's Republic of China Insurance Law of the People's Republic of China • The consolidated financial statements of China Life Insurance Company Limited (the "Company") and its subsidiaries (the "Group") which are set out on pages 122 to 272, comprise: What we have audited OPINION To the Shareholders of China Life Insurance Company Limited (incorporated in the People's Republic of China with limited liability) pwc FINANCIAL REPORT Independent Auditor's Report Annual Report 2023 | Other Information 115 The Stock Exchange of Hong Kong Limited Shanghai Stock Exchange Except for "the Company" referred to in the Consolidated Financial Statements. The risks faced by the Company primarily include risks relating to macro trends, insurance risk, market risk, credit risk, operational risk, strategic risk, reputational risk, liquidity risk, information safety risk, ESG risk and fraud risk, etc. The Company has adopted various measures to manage and control different risks effectively. For details, please refer to the "Future Prospect" in the section headed "Management Discussion and Analysis" and the "Internal Control and Risk Management" in the section headed "Corporate Governance" of this report. Material Risk Alert: Renminbi Yuan Environmental, Social and Governance For the purpose of this report, "China" or "PRC" refers to the People's Republic of China, excluding the Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan region Solvency Aligned Risk Management Requirements and Assessment Solvency Regulatory Rules II for Insurance Companies Articles of Association of China Life Insurance Company Limited Securities Law of the People's Republic of China 6 2023/3/13 15 57 Announcement Connected Transaction - Investment in Partnership through Equity Investment Plan 26 - 26 2023/4/27 Announcement - Continuing Connected Transactions under the Agreement for Entrusted Investment and Management and Operating Services with respect to Alternative Investments with Insurance Funds 25 25 2023/4/27 2023/4/19 Voluntary Announcement - Convening of 2023 First Quarter Results Briefing 2023 First Quarter Report 24 23 2023/4/19 2023/4/19 2023/4/27 Notification Letter and Change Request Form to Registered Shareholders Notification Letter and Request Form to Non-registered Shareholders 27 Announcement - Connected Transaction - Investment in Partnership through Equity Investment Plan 32 31 Serial No. Items 112 Annual Report 2023 | Other Information 2023/5/8 Announcement in relation to Relevant Representation on the Implementation of IFRS17 & IFRS9 30 2023/4/27 Overseas Regulatory Announcement - China Life Insurance Company Limited. Announcement on Changes in Accounting Estimates 29 29 2023/4/27 Summary of Solvency Quarterly Report of Insurance Company (First Quarter of 2023) 28 58 27 21 2023/4/19 Annual Report 2022 2023/3/29 China Life Insurance Company Limited 2022 Environmental, Social and Governance & Social Responsibility Report 13 2023/3/29 Announcement of Results for the Year Ended 31 December 2022 12 2023/3/20 Voluntary Announcement - Convening of 2022 Annual Results Briefing 11 2023/3/14 Notice of Board Meeting 10 2023/3/13 Clarification Announcement in relation to Premium Income 9 14 - Summary of Solvency Quarterly Report of Insurance Company (Fourth Quarter of 2022) Announcement Investment Plan 2023/3/29 20 22222 2023/4/17 Notice of Board Meeting 19 2023/4/10 Announcement of Premium Income 33 18 Final Dividend for the Year Ended 31 December 2022 17 2023/3/29 Overseas Regulatory Announcement - China Life Insurance Company Limited - Announcement on Changes in Accounting Estimates 16 2023/3/29 Connected Transaction - Investment in Partnership through Equity 2023/3/29 Briefing on IFRS17 & IFRS9 Updates 2023/4/27 Date of disclosure 2023/8/10 Notice of Board Meeting 49 2023/8/9 Announcement of Premium Income 48 2023/8/4 2023/8/4 2023/7/10 2023/6/29 2023/6/28 Announcement - Nomination of Directors Announcement - Change of President and Chief Actuary Announcement of Premium Income Announcement - Resignation of Supervisor Announcement of Premium Income Voluntary Announcement - Convening of 2023 Interim Results Briefing 2023/8/15 51 56 2023/9/13 Notification Letter and Change Request Form to Registered Shareholders 55 2023/9/13 2023 Interim Report 54 Final Dividend for the Year Ended 31 December 2022 (Updated) 2023/9/11 53 2023/8/23 Summary of Solvency Quarterly Report of Insurance Company (Second Quarter of 2023) 62 52 2023/8/23 Announcement of Unaudited Interim Results for the Six Months Ended 30 June 2023 Announcement of Premium Income 47 50 45 Notification Letter and Change Request Form to Registered Shareholders 37 2023/5/23 Form of Proxy of Holders of H Shares for use at the Annual General Meeting of the Company to be held on Wednesday, 28 June 2023 2023/5/23 Notice of Annual General Meeting 35 2023/5/23 2023/5/12 Announcement Election of Employee Representative Supervisor Reports of Board of Directors & Board of Supervisors for 2022, Financial Report & Profit Distribution Plan for 2022, Remuneration of Directors & Supervisors, Appointment of Auditors for 2023, Formulation of the Provisional Measures of Performance-Based Remuneration of Directors, Supervisors, Senior Management & Personnel in Key Positions, CCT under the Agreement for Entrusted Investment & Management & Operating Services with respect to Alternative Investments with Insurance Funds & Notice of AGM 34 2023/5/8 2023/5/10 46 - 2023/5/23 38 36 2023/5/23 44 Notification Letter and Request Form to Non-registered Shareholders Announcement - Approval of Qualification as Director and Supervisor by the NFRA 23 43 42 2023/6/28 Announcement - Resolutions Passed at the Annual General Meeting and Distribution of Final Dividend 2023/6/28 41 2023/6/21 Announcement - Resignation of Supervisor 40 2023/6/9 Announcement of Premium Income 39 41 As at 1 January 2022 RMB million RMB million (Restated, Note 2.1.1.b) RMB million (Restated, Note 2.1.1.b) Investment properties Property, plant and equipment Right-of-use assets Investments in associates and joint ventures Term deposits Statutory deposits - restricted 31 December 2022 ASSETS 2023 Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. As at concern. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. The engagement partner on the audit resulting in this independent auditor's report is Yip Siu Foon, Linda. PricewaterhouseCoopers 31 December Certified Public Accountants 27 March 2024 Annual Report 2023 Financial Report 121 Consolidated Statement of Financial Position As at 31 December 2023 Notes As at Hong Kong 7 13 • Based on the above procedures, we found that the significant estimates and judgements involved in determining the fair value of level 3 financial instruments were supportable by the evidence we gathered. Testing the accuracy, on a sample basis, of the fair value calculations used for level 3 financial assets. Testing the significant unobservable inputs used by the Group in determining the fair values and assessing the reasonableness of these inputs by comparing them to information available from third-party sources or market data; Evaluating the appropriateness of the Group's valuation techniques and significant assumptions by referring to industry practices and valuation principles; With the assistance of our valuation experts, we performed the following audit procedures: We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over the Group's fair value measurement of level 3 financial assets, including controls over management's review of the valuation techniques, the significant assumptions and the significant unobservable inputs used in the fair value measurements. How our audit addressed the Key Audit Matter OTHER INFORMATION We have identified the fair value of the Group's level 3 financial assets as a key audit matter due to the significant estimates and judgements involved in the determination of valuation techniques, significant assumptions and significant unobservable inputs. At 31 December 2023, the Group held level 3 financial assets measured at fair value, with a carrying value of RMB607.01 billion, accounting for 10.46% of the Group's total assets. Refer to Note 5.4 to the consolidated financial statements. Fair value of level 3 financial assets Key Audit Matter KEY AUDIT MATTERS (continued) Independent Auditor's Report (continued) 53,710 These level 3 financial assets primarily include unlisted equity securities and unlisted debt securities, which are accounted for as financial assets at fair value through profit or loss, investment in debt instruments at fair value through other comprehensive income or investment in equity instruments at fair value through other comprehensive income. The fair values of these financial assets are measured using valuation techniques based on significant unobservable inputs. The directors of the Company are responsible for the other information. The other information comprises all of the information included in the annual report other than the consolidated financial statements and our auditor's report thereon. Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. Other assets FINANCIAL STATEMENTS (continued) AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED Independent Auditor's Report (continued) 120 Annual Report 2023 | Financial Report Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. We report our opinion solely to you, as a body, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS In preparing the consolidated financial statements, the directors are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Group's financial reporting process. The directors of the Company are responsible for the preparation of the consolidated financial statements that give a true and fair view in accordance with IFRS Accounting Standards and the disclosure requirements of the Hong Kong Companies Ordinance, and for such internal control as the directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. GOVERNANCE FOR THE CONSOLIDATED FINANCIAL STATEMENTS RESPONSIBILITIES OF DIRECTORS AND THOSE CHARGED WITH Independent Auditor's Report (continued) Annual Report 2023 | Financial Report 119 If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going 54,559 In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. 8 (1,229) 25,848 Total comprehensive income for the year, net of tax (84) 42 Non-controlling interests (487) Financial changes in insurance contracts under the equity method (1,636) 660 Share of other comprehensive income of associates and joint ventures N/A 1,122 Changes in fair value of investment in equity instruments at fair value through other comprehensive income Other comprehensive income that may not be reclassified to profit or loss in subsequent periods: 545 679 Financial changes in reinsurance contracts 4,967 (97,940) Attributable to: Financial changes in insurance contracts - Equity holders of the Company 24,440 (Note 35) (Note 34) RMB million RMB million RMB million RMB million RMB million Total interests earnings Reserves Non- controlling Retained Share capital Attributable to equity holders of the Company For the year ended 31 December 2023 Consolidated Statement of Changes in Equity Annual Report 2023 Financial Report 125 The notes on pages 129 to 272 form an integral part of these consolidated financial statements. (2,577) 1,348 1,408 - Non-controlling interests 1,102 325 Exchange differences on translating foreign operations Other comprehensive income attributable to equity holders of the Company (net of tax) Other comprehensive income For the year ended 31 December 2023 Consolidated Statement of Comprehensive Income (continued) 124 Annual Report 2023 | Financial Report The notes on pages 129 to 272 form an integral part of these consolidated financial statements. 19,327 RMB1.63 30 Basic and diluted earnings per share 1,432 1,366 66,680 46,181 68,112 47,547 (1,948) 2,971 70,060 44,576 22 Other comprehensive income that may be reclassified to profit or loss in subsequent periods: 2023 2022 RMB million (3,015) (51) Share of other comprehensive income of associates and joint ventures under the equity method (8,371) N/A (62,849) N/A Gains or losses from changes in fair value of available-for-sale securities Less: Amounts transferred to net profit from other comprehensive income N/A (892) 2.1.1.b) Allowance for credit losses on investment in debt instruments at fair value through other comprehensive income (7,774) N/A 82,617 Less: Amounts transferred to profit or loss from other comprehensive income Changes in fair value of investment in debt instruments at fair value through other comprehensive income (69,257) (21,741) (69,341) (21,699) RMB million (Restated, Note 2.1.1.b) N/A 29 As at 31 December 2021 As at 1 January 2022 (Restated, Note 46,181 (21,741) Total comprehensive income (21,699) 42 (21,741) Other comprehensive income 47,547 1,366 46,181 Net profit 475,081 8,958 278,074 159,784 28,265 As at 1 January 2023 100,108 6 39,351 60,751 1,408 (Note 2.1.1.a) 25,848 Transactions with shareholders 9,941 302,895 145,933 28,265 As at 31 December 2023 55,632 (13,895) (425) (21,360) 7,890 Total transactions with shareholder 380 94 (94) 380 (13,850) (425) (425) (13,850) (7,604) 7,604 Reserves to retained earnings (Note 35) Others Appropriation to reserves (Note 35) Dividends declared (Note 32) Dividends to non-controlling interests Impact of initial application of IFRS 9 374,973 8,952 68,112 1,432 66,680 396,493 8,073 203,478 156,677 28,265 (90,641) 2,437 (93,078) 487,134 8,073 201,041 249,755 28,265 Dividends to non-controlling interests Reserves to retained earnings (Note 35) Others Transactions with shareholders Appropriation to reserves (Note 35) Dividends declared Total comprehensive income Other comprehensive income Net profit (69,257) (84) (69,341) - (69,257) 238,723 99,033 28,265 As at 31 December 2022 (Restated, Note 2.1.1.b) (20,291) (469) (31,435) 11,613 Total transactions with shareholders (1,450) Impact of initial application of IFRS 17 (Note 2.1.1.b) (1,450) (74) (469) (469) (18,372) (18,372) (13,137) 13,137 (1,229) 1,348 66,680 74 487,034 28 (18,131) 272 29 Deferred tax liabilities 113,133 117,751 126,750 17 Other liabilities 34,994 34,997 36,166 16 Bonds payable 19,222 12,774 12,857 15 Interest-bearing loans and other borrowings 154 160 188 999 14.3 Current tax liabilities 238 Attributable to equity holders of the Company Retained earnings Reserves Share capital Equity 3,416 4,268,874 4,635,095 5,315,052 Total liabilities 3,344 13,878 Financial liabilities at fair value through profit or loss 239,446 47,546 49,654 148,958 216,851 18 Financial assets sold under agreements to repurchase 48,878 Premiums received in advance 248 309 Reinsurance contract liabilities 3,809,716 4,266,947 60,459 127,594 149,305 Cash and cash equivalents 48,538 49,580 51 Accrued investment income 12,915 38,533 19,759 11.11 Financial assets purchased under agreements to resell 24,180 46,126 24,431 29 Deferred tax assets 33,981 22,004 37,318 Total assets 5,802,086 5,010,068 4,665,367 4,859,175 14.2 Insurance contract liabilities Liabilities LIABILITIES AND EQUITY (Restated, Note 2.1.1.b) (Restated, Note 2.1.1.b) 1 January 2022 RMB million RMB million RMB million Non-controlling interests 2022 31 December 31 December As at As at As at Notes As at 31 December 2023 Consolidated Statement of Financial Position (continued) 122 Annual Report 2023 | Financial Report The notes on pages 129 to 272 form an integral part of these consolidated financial statements. 2023 (15,212) Total equity 34 4,438 Less: Amounts recovered from reinsurers (4,726) Allocation of reinsurance premiums paid (131,614) (150,353) 25 25 Insurance service expenses 370,861 344,746 Total revenues 8,944 10,603 Other income 3,979 8,079 10 Investment income from associates and joint ventures (12,156) N/A Insurance finance income/(expenses) from insurance contracts issued 24 26 (4,119) 6,274 (148,700) (3,150) N/A 1,217 27 27 (4,863) (5,308) 583 616 - Non-controlling interests - Equity holders of the Company Attributable to: Net profit Income tax Profit before income tax Other expenses Other impairment losses Expected credit losses Finance costs reinsurance contracts held Less: Reinsurance finance income/(expenses) from (127,923) Net fair value gains through profit or loss 12,707 N/A Approved and authorised for issue by the Board of Directors on 27 March 2024. 4,665,367 5,010,068 5,802,086 396,493 8,073 8,952 374,973 9,941 487,034 388,420 366,021 477,093 203,478 238,723 302,895 156,677 99,033 145,933 35 28,265 28,265 28,265 Bai Tao Director Li Mingguang Director The notes on pages 129 to 272 form an integral part of these consolidated financial statements. 23 Net realised gains on financial assets 174,809 (9,375) 22 N/A 122,994 21 182,578 (Restated, Note 2.1.1.b) Total liabilities and equity 2022 RMB million 2023 212,445 20 Investment income Interest income Insurance revenue Notes For the year ended 31 December 2023 Consolidated Statement of Comprehensive Income Annual Report 2023 | Financial Report 123 RMB million The notes on pages 129 to 272 form an integral part of these consolidated financial statements. RMB2.36 Consolidated Statement of Cash Flows (5,436) (4,217) Investments in associates and joint ventures (3,076) (4,171) (819,785) (836,048) (519,495) (881,317) 4,395 363 1,051 Decrease/(increase) in term deposits, net 513,350 Property, plant and equipment Equity investments and subsidiaries Debt investments Purchases: Disposals of subsidiaries Disposals of property, plant and equipment Disposals of equity investments 309,801 168,656 210,688 Maturities of debt investments Disposals of debt investments 556,929 Disposals and maturities: 80,787 Decrease/(increase) in financial assets purchased under agreements to resell, to repurchase, net Increase/(decrease) in financial assets sold under agreements CASH FLOWS FROM FINANCING ACTIVITIES (Restated, Note 2.1.1.b) RMB million 2022 RMB million 2023 For the year ended 31 December 2023 Consolidated Statement of Cash Flows (continued) Annual Report 2023 | Financial Report 127 The notes on pages 129 to 272 form an integral part of these consolidated financial statements. 44,273 (158,271) Net cash inflow/(outflow) from investing activities (198) Cash paid related to other financing activities 34,330 33,373 Dividends received 141,680 145,824 Interest received net (27,327) 21,837 (424,236) CASH FLOWS FROM INVESTING ACTIVITIES 345,284 384,366 458,817 460,499 (551) N/A 3,150 N/A (1,217) N/A (122,994) (174,809) 9,375 70,060 5,016 44,576 RMB million RMB million 2022 2023 Investment income from associates and joint ventures Foreign exchange gains/(losses) Depreciation and amortisation Insurance contracts and reinsurance contracts held Net realised and unrealised gains on financial assets Other impairment losses 126 Annual Report 2023 | Financial Report Expected credit losses. (Restated, Note 2.1.1.b) 5,291 381 (8,079) Net cash inflow/(outflow) from operating activities N/A 615 N/A 7,317 Interest received - financial assets at fair value through profit or loss Dividends received - financial assets at fair value through profit or loss 699 N/A 5,401 N/A Interest received – securities at fair value through profit or loss Dividends received - securities at fair value through profit or loss - 982 (1,036) Income tax paid 12,265 5,877 3,175 (2,187) N/A (13,777) Decrease/(increase) in financial assets at fair value through profit or loss, net Increase/(decrease) in financial liabilities at fair value through profit or loss, net Receivables and payables (35,286) N/A Decrease/(increase) in securities at fair value through profit or loss, net 69 (3,979) Cash received from borrowings 67,129 43 251,226 688 Investment in debt instruments at fair value through 11.4 2,744,169 N/A other comprehensive income Investment in equity instruments at fair value through 11.5 138,005 N/A N/A other comprehensive income Financial assets at fair value through profit or loss N/A 11.6 N/A N/A Held-to-maturity securities 11.7 N/A 1,574,204 1,533,753 Loans 11.8 N/A 342,083 429,878 1,705,375 N/A 211,349 11.3 Profit before income tax Adjustments for: Investment income Interest income 1,480 1,810 2,518 9 12,753 CASH FLOWS FROM OPERATING ACTIVITIES For the year ended 31 December 2023 (90,711) 13,193 13,374 10 258,760 262,488 258,933 11.1 413,255 485,567 529,488 11.2 6,520 6,333 6,333 Investment in debt instruments at amortised cost Available-for-sale securities 11.9 N/A 1,738,108 64 Foreign exchange gains/(losses) on cash and cash equivalents (120,095) 60,273 Net cash inflow/(outflow) from financing activities (1,769) 750 Cash received related to other financing activities 5,896 18,035 Capital injected into subsidiaries by non-controlling interests (1,307) (1,149) Payment of lease liabilities Interest paid (7,921) (7,545) (469) Repayment of borrowings N/A (577) (8,275) Dividends paid to equity holders of the Company (13,850) (18,372) (418) Dividends paid to non-controlling interests 217 Net increase in cash and cash equivalents Cash paid related to other financing activities 67,135 1,429,287 Securities at fair value through profit or loss 11.10 N/A 223,790 206,771 Reinsurance contract assets 20,467 25,846 24,096 128 Annual Report 2023 | Financial Report The notes on pages 129 to 272 form an integral part of these consolidated financial statements. 4,452 608 14.3 147,453 Beginning of the period 123,142 End of the period 127,594 148,061 60,459 Analysis of balances of cash and cash equivalents Cash at banks and in hand Short-term bank deposits 127,594 Cash and cash equivalents N/A 11 1,738,108 N/A 223,790 9 Interest-bearing loans and other borrowings 342,083 12 =23 12,782 12,774 36,167 149,022 148,958 N/A 34,997 13 Financial assets sold under agreements to repurchase Financial liabilities at fair value through profit or loss 1,574,204 6,445 231,896 N/A RMB million 3,344 Term deposits Statutory deposits - restricted Investment in debt instruments at amortised cost 123 498,294 485,567 6,333 N/A Investment in debt instruments at fair value through other comprehensive income 4 2,341,964 N/A Investment in equity instruments at fair value through other comprehensive income LO 5 119,913 N/A Financial assets at fair value through profit or loss Held-to-maturity securities Loans Available-for-sale securities Securities at fair value through profit or loss Liabilities Including: 8 67% 10 1,353,748 N/A 3,344 Presentation adjustments: Interest receivable Notes to the Consolidated Financial Statements (continued) 7,808 Add: Transfer from loans 220,914 Remeasurement: From fair value to amortised cost (92) Remeasurement: ECL (398) Presentation adjustments: Interest receivable 1,680 1 January 2023 231,896 Add: Transfer from available-for-sale securities 4. Investment in debt instruments at fair value through other comprehensive income 31 December 2022 529,652 Add: Transfer from loans 83,236 Add: Transfer from held-to-maturity securities 1,572,220 28,225 Remeasurement: From amortised cost to fair value 128,631 1 January 2023 2,341,964 As at 31 December 2022 Add: Transfer from available-for-sale securities 1,984 6,445 (8) For the year ended 31 December 2023 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) 2.1 Basis of preparation (continued) 2.1.1 New accounting standards and amendments adopted by the Group for the first time for the financial year beginning on 1 January 2023 (continued) 2.1.1.a IFRS 9 – Financial Instruments (continued) - (i) As at 1 January 2023, the Group adjusted the carrying amount of original financial assets to the carrying amount under IFRS 9 based on the measurement category under IFRS 9: 1. Term deposits 31 December 2022 Presentation adjustments: Interest receivable Remeasurement: ECL 1 January 2023 2. Statutory deposits - restricted 31 December 2022 Presentation adjustments: Interest receivable Remeasurement: ECL 1 January 2023 3. Investment in debt instruments at amortised cost 31 December 2022 Add: Transfer from held-to-maturity securities Carrying amount RMB million 485,567 13,051 (324) 498,294 6,333 120 Annual Report 2023 | Financial Report 131 1 January 2023 RMB million The equity of the Group as at 1 January 2022 decreased by RMB90,641 million due to the initial application of IFRS 17. Refer to Note 2.8 for relevant accounting policies. Notes For assets and liabilities that are measured at fair value on a recurring basis, the Group determines whether transfers have occurred between each level in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. All assets and liabilities for which fair value is measured or disclosed in the consolidated financial statements are categorised within the fair value hierarchy, based on the lowest level input that is significant to the fair value measurement as a whole. The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. The principal or the most advantageous market must be accessible by the Group at the measurement date. in the absence of a principal market, in the most advantageous market for the asset or liability. in the principal market for the asset or liability, or . The Group measures financial instruments, such as securities at fair value through profit or loss and available-for-sale securities, at fair value at each reporting date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement of assets and liabilities is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: (iii) Accounting policy for financial instruments related to IAS 39 applicable as of 31 December 2022 (continued) Fair value measurement 2.1.1.b IFRS 17 - Insurance Contracts 2.1.1.a IFRS 9 – Financial Instruments (continued) 2.1 Basis of preparation (continued) 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) For the year ended 31 December 2023 Notes to the Consolidated Financial Statements (continued) 136 Annual Report 2023 | Financial Report When the decline in value is considered impairment, held-to-maturity debt securities are written down to their present value of estimated future cash flows discounted at the securities' effective interest rates, available-for-sale debt securities and equity securities are written down to their fair value, and the change is recorded in net realised gains on financial assets in the period the impairment is recognised. The impairment losses are reversed through net profit if in a subsequent period the fair value of a debt security increases and the increase can be objectively related to an event occurring after the impairment losses were recognised through net profit. The impairment losses recognised in net profit on equity instruments are not reversed through net profit. the market price of the equity securities was below their cost for a period of more than one year (including one year) at the reporting date. the market price of the equity securities was more than 20% below their cost for a period of at least six months at the reporting date; and Notes to the Consolidated Financial Statements For the year ended 31 December 2023 1 ORGANISATION AND PRINCIPAL ACTIVITIES 2.1.1 New accounting standards and amendments adopted by the Group for the first time for the financial year beginning on 1 January 2023 (continued) China Life Insurance Company Limited (the "Company") was established in the People's Republic of China ("China" or the "PRC") on 30 June 2003 as a joint stock company with limited liability as part of a group restructuring of China Life Insurance (Group) Company ("CLIC", formerly China Life Insurance Company) and its subsidiaries (the "Restructuring"). The Company and its subsidiaries are hereinafter collectively referred to as the "Group". The Group's principal activities are the underwriting of life, health, accident and other types of personal insurance business; reinsurance for personal insurance business; fund management business permitted by national laws and regulations or approved by the State Council of the People's Republic of China, etc. In May 2017, the IASB issued IFRS 17 Insurance Contracts, a comprehensive new accounting standard for insurance contracts covering recognition, measurement, presentation and disclosure, which replaces IFRS 4 Insurance Contracts. In June 2020, the IASB issued the amendments to IFRS 17 which include a deferral of the effective date of IFRS 17 to annual reporting periods beginning on or after 1 January 2023. Insurers qualifying for the deferral of IFRS 9 can apply both IFRS 17 and IFRS 9 for the first time to annual reporting periods beginning on or after 1 January 2023. It provides a comprehensive general model for insurance contracts, and the measurement is based on the building blocks of expected present value of future cash flows, a risk adjustment for non-financial risk and a contractual service margin representing the unearned profit of the insurance contracts. It also provides the variable fee approach for insurance contracts with direct participation features and the premium allocation approach mainly for short-duration; 138 Annual Report 2023 | Financial Report 5. Investment in equity instruments at fair value through other comprehensive income 31 December 2022 For insurance contracts with accounting treatments that are inconsistent with the provisions of IFRS 17 prior to 1 January 2023, the Group adopted the retrospective approach. When full retrospective approach is impracticable, the Group adopted the modified retrospective approach or fair value approach. Extensive disclosures are required to provide information on the recognised amounts from insurance contracts and the nature and extent of risks arising from these contracts. Insurance revenue, insurance service expenses and insurance finance income and expenses are presented separately; and An entity may simplify the measurement of a group of insurance contracts using the premium allocation approach if and only if the entity reasonably expects that such simplification would produce a measurement of the liabilities for remaining coverage for the group that would not differ materially from the one that would be produced applying the general model or the coverage period of each contract in the group is one year or less at the inception of the group; Variable fee approach should be adopted for insurance contracts with direct participation features where policyholders share in the returns from underlying items. When applying the variable fee approach, the entity's share of the fair value changes of the underlying items is included in the contractual service margin; Investment component is the amounts that an insurance contract requires the Group to repay to a policyholder in all circumstances, regardless of whether an insured event occurs. Insurance revenue and insurance service expenses presented in profit or loss has excluded any investment components; The recognition of insurance revenue and insurance service expenses is made in the statement of comprehensive income based on the services provided during the period; The discount rate assumption is determined based on observable current market situation that reflect the characteristics of the insurance contracts. The effect of changes in discount rates will be reported in either profit or loss or other comprehensive income, determined by an accounting policy choice; Certain changes in the fulfilment cash flows relating to future service adjust the carrying amount of the contractual service margin at the end of the reporting period, and thereby will be recognised in profit or loss over the remaining coverage period; The Group adopted IFRS 17 for the preparation and disclosure of financial reports on 1 January 2023, and the comparative financial statements of the Group have been restated. This is mainly due to these changes in IFRS 17 compared to IFRS 4, as follows: A contractual service margin represents the unearned profit of the insurance contracts and will be recognised in profit or loss over the coverage period; • • • • 2.1.1.b IFRS 17 - Insurance Contracts (continued) 2.1.1 New accounting standards and amendments adopted by the Group for the first time for the financial year beginning on 1 January 2023 (continued) 2.1 Basis of preparation (continued) 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) For the year ended 31 December 2023 Notes to the Consolidated Financial Statements (continued) Annual Report 2023 | Financial Report 137 The fulfilment cash flows include the expected present value of future cash flows and a risk adjustment for non-financial risk, remeasured every reporting period; The Company is a joint stock company incorporated in the PRC with limited liability. The address of its registered office is 16 Financial Street, Xicheng District, Beijing, the PRC. The Company is listed on the Stock Exchange of Hong Kong Limited, and the Shanghai Stock Exchange. In August 2022, the Company has applied for the voluntary delisting of its American depositary shares ("ADSS") from the New York Stock Exchange (the "NYSE"). The last day of trading of the Company's ADSs on the NYSE was 1 September 2022 (U. S. Eastern time) and the delisting of the Company's ADSs has taken effect on 2 September 2022 (U. S. Eastern time). On 13 November 2023, the Company filed a Form 15F with the SEC to deregister the ADSS and the underlying H Shares and terminate its reporting obligations under the U. S. Securities Exchange Act of 1934, as amended. The deregistration and termination of reporting obligations became effective on 12 February 2024 (U. S. Eastern time). These consolidated financial statements are presented in millions of Renminbi ("RMB million") unless otherwise stated. These consolidated financial statements have been approved and authorised for issue by the Board of Directors on 27 March 2024. Except for IFRS 9 and IFRS 17, the above amendments to the standards did not have any significant impact on the consolidated financial statements of the Group for the year ended 31 December 2023. (i) The final version of IFRS 9 was issued by the IASB in July 2014, which introduces new requirements for classification and measurement, impairment, and hedge accounting. The standard is effective for periods beginning on or after 1 January 2018, with early adoption permitted. The Group had adopted the temporary exemption permitted in the Amendments to IFRS 4 Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts ("IFRS 4 Amendment") to apply IAS 39 rather than IFRS 9, until the effective date of IFRS 17. Therefore, the Group adopted IFRS 17 and IFRS 9 for the first time on 1 January 2023. 2.1.1.a IFRS 9 Financial Instruments Classification and measurement IFRS 9 requires that the Group classifies debt instruments based on the combined effect of application of business models (hold to collect contractual cash flows, hold to collect contractual cash flows and sell financial assets or other business models) and contractual cash flow characteristics (solely payments of principal and interest on the principal amount outstanding or not). Debt instruments not giving rise to cash flows that are solely payments of principal and interest on the principal amount outstanding would be measured at fair value through profit or loss. Other debt instruments giving rise to cash flows that are solely payments of principal and interest on the principal amount outstanding would be measured at amortised cost, fair value through other comprehensive income ("FVOCI") or fair value through profit or loss, based on their respective business models. Equity instruments would generally be measured at fair value through profit or loss unless the Group elects to measure at FVOCI for certain equity investments not held for trading. The unrealized gains and losses of the other comprehensive income ("OCI") on equity instruments previously classified as available-for-sale securities recognised in income. If the Group elects to measure equity investments at FVOCI, gains and losses would be recognised in retained earnings when the instruments are disposed, except for the received dividends which do not represent a recovery of part of the investment cost. 130 Annual Report 2023 | Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) 2.1 Basis of preparation (continued) Definition of Accounting Estimates 2.1.1 New accounting standards and amendments adopted by the Group for the first time for the financial year beginning on 1 January 2023 (continued) Impairment IFRS 9 replaces the "incurred loss" model with the "expected credit loss" model which is designed to include forward- looking information. The Group expects that the provision for debt instruments of the Group under the "expected credit loss" model would be larger than that under the previous "incurred loss" model. Hedge accounting The Group does not apply hedge accounting currently, so the Group expects that the new hedge accounting model under IFRS 9 will have no impact on the Group's consolidated financial statements. The Group adopted IFRS 9 on 1 January 2023. Refer to Note 2.4 Financial Instruments for the accounting policies under IFRS 9. Impact of initial application of IFRS 9 – Financial Instruments In accordance with the transitional provisions in IFRS 9, there is no need to restate the comparative information. The impact of adoption of IFRS 9 at the initial application date are included in retained earnings and reserves at the beginning of the period upon adjustment, with a corresponding increase of RMB100,108 million in shareholders' equity as at 1 January 2023. In alignment with the above treatment, the Group only discloses relevant information for the current period. The following table presents the carrying amounts of financial instruments of the Group as at 1 January 2023 classified and measured under IAS 39 and IFRS 9, respectively. STATEMENT OF FINANCIAL POSITION Assets Including: 2.1.1.a IFRS 9 – Financial Instruments (continued) IFRS Practice Statement 2 Amendments to IAS 8 Amendments to IAS 1 and Amendments to IAS 12 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. 2.1 Basis of preparation The Group has prepared these consolidated financial statements in accordance with International Financial Reporting Standards ("IFRSS"), amendments to IFRSS and interpretations issued by the International Accounting Standards Board ("IASB"). These consolidated financial statements also comply with the applicable disclosure provisions of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the applicable disclosure requirements of the Hong Kong Companies Ordinance. The Group has prepared the consolidated financial statements under the historical cost convention, except for financial assets and liabilities measured at fair value, insurance contracts and reinsurance contracts held for assets or liabilities, certain property, plant and equipment at deemed cost as part of the restructuring process. The preparation of financial statements in compliance with IFRSS requires the use of certain material estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 4. Annual Report 2023 | Financial Report 129 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) 2.1 Basis of preparation (continued) 2.1.1 New accounting standards and amendments adopted by the Group for the first time for the financial year beginning on 1 January 2023 Standards/Amendments IFRS 9 IFRS 17 Amendments to IAS 12 Content Financial Instruments Insurance Contracts Deferred Tax related to Assets and Liabilities arising from a Single Transaction Effective for annual periods beginning on or after 1 January 2018(i) 1 January 2023 1 January 2023 International Tax Reform - Pillar Two Model Rules Disclosure of Accounting Policies 1 January 2023 1 January 2023 1 January 2023 As at Add: Transfer from available-for-sale securities (note) Bonds payable 119,913 119,913 751 1,390 Provision for impairment of fair value through other comprehensive income - debt instruments investment Provision for impairment of available-for-sale securities Sub-total Total 1,739 886 2,625 (18,588) 18,588 (16,849) 886 2,625 21,570 (19,192) (2,343) 2,982 Sub-total 660 Impairment provision under IAS 39 adjustment Remeasurement IFRS 9 RMB million Provision for impairment of term deposits Provision for impairment of statutory deposits Provision for impairment of investment in debt instruments at amortised cost Provision for impairment of loans 1,637 324 8 8 398 398 2,343 (2,343) Provision for impairment of other assets 639 21 324 Presentation 4,015 Notes to the Consolidated Financial Statements (continued) 2.1.1 New accounting standards and amendments adopted by the Group for the first time for the financial year beginning on 1 January 2023 (continued) 2.1.1.a IFRS 9 – Financial Instruments (continued) (iii) Accounting policy for financial instruments related to IAS 39 applicable as of 31 December 2022 (continued): Financial assets (continued) Recognition and measurement (continued) Term deposits primarily represent traditional bank deposits which have fixed maturity dates and are stated at amortised cost. Loans are carried at amortised cost, net of allowance for impairment. The Group purchases securities under agreements to resell substantially identical securities. These agreements are classified as secured loans and are recorded at amortised cost, i.e., their costs plus accrued interests at the end of the reporting period, which approximates fair value. The amounts advanced under these agreements are reflected as assets in the consolidated statement of financial position. The Group does not take physical possession of securities purchased under agreements to resell. Sale or transfer of the securities is not permitted by the respective clearing house on which they are registered while the lent capital is outstanding. In the event of default by the counterparty, the Group has the right to the underlying securities held by the clearing house. Impairment of financial assets other than securities at fair value through profit or loss Financial assets other than those accounted for as at fair value through profit or loss are adjusted for impairment, where there are declines in value that are considered to be impaired. In evaluating whether a decline in value is an impairment for these financial assets, the Group considers several factors including, but not limited to, the following: • significant financial difficulty of the issuer or debtor; • a breach of contract, such as a default or delinquency in payments; • it becomes probable that the issuer or debtor will enter into bankruptcy or other financial reorganisation; and • the disappearance of an active market for that financial asset because of financial difficulties. In evaluating whether a decline in value is impairment for equity securities, the Group also considers the extent or the duration of the decline. The quantitative factors include the following: the market price of the equity securities was more than 50% below their cost at the reporting date; 1 January 2023 2.1 Basis of preparation (continued) 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) For the year ended 31 December 2023 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) 2.1 Basis of preparation (continued) 2.1.1 New accounting standards and amendments adopted by the Group for the first time for the financial year beginning on 1 January 2023 (continued) 2.1.1.a IFRS 9 – Financial Instruments (continued) (iii) Accounting policy for financial instruments related to IAS 39 applicable as of 31 December 2022: Financial assets Classification The Group classifies its financial assets into the following categories: securities at fair value through profit or loss, held- to-maturity securities, loans and receivables and available-for-sale securities. Management determines the classification of its financial assets at initial recognition which depends on the purpose for which the assets are acquired. The Group's investment in securities fall into the following four categories: (a) Securities at fair value through profit or loss 134 Annual Report 2023 | Financial Report This category has two sub-categories: securities held for trading and those designated as at fair value through profit or loss at inception. Securities are classified as held for trading at inception if acquired principally for the purpose of selling in the short-term or if they form part of a portfolio of financial assets in which there is evidence of taking short-term profit. The Group may classify other financial assets as at fair value through profit or loss if they meet the criteria in IAS 39 and designated as such at inception. Held-to-maturity securities are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Group has the positive intention and ability to hold to maturity and do not meet the definition of loans and receivables nor designated as available-for-sale securities or securities at fair value through profit or loss. (c) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market other than those that the Group intends to sell in the short-term or held as available-for-sale. Loans and receivables mainly comprise term deposits, loans, securities purchased under agreements to resell, accrued investment income and premium receivables as presented separately in the statement of financial position. (d) Available-for-sale securities Available-for-sale securities are non-derivative financial assets that are either designated in this category or not classified in any of the other categories. Recognition and measurement Purchase and sale of investments are recognised on the trade date, when the Group commits to purchase or sell assets. Investments are initially recognised at fair value plus, in the case of all financial assets not carried at fair value through profit or loss, transaction costs that are directly attributable to their acquisition. Investments are derecognised when the rights to receive cash flows from the investments have expired or when they have been transferred and the Group has also transferred substantially all risks and rewards of ownership. Securities at fair value through profit or loss and available-for-sale securities are carried at fair value. Equity investments that do not have a quoted price in an active market and whose fair value cannot be reliably measured are carried at cost, net of allowance for impairments. Held-to-maturity securities are carried at amortised cost using the effective interest method. Investment gains and losses on sales of securities are determined principally by specific identification. Realised and unrealised gains and losses arising from changes in the fair value of the securities at fair value through profit or loss category, and the change of fair value of available-for-sale debt securities due to foreign exchange impact on the amortised cost are included in net profit in the period in which they arise. The remaining unrealised gains and losses arising from changes in the fair value of available-for-sale securities are recognised in OCI. When securities classified as available-for-sale securities are sold or impaired, the accumulated fair value adjustments are included in net profit as realised gains on financial assets. Annual Report 2023 | Financial Report 135 (b) Held-to-maturity securities Impairment provision under 18,588 (ii) As at 1 January 2023, reconciliation of the Group from the provision for impairment under IAS 39 to impairment provision under IFRS 9 is as below: 8. Loans 31 December 2022 Less: Transfer to financial assets at fair value through profit or loss Less: Transfer to investment in debt instruments at amortised cost Less: Transfer to investment in debt instruments at fair value through other comprehensive income 1 January 2023 9. Available-for-sale securities Carrying amount RMB million 223,790 1,080,735 37,933 1,535 3,632 6,123 1,353,748 1,574,204 (1,984) (1,572,220) 342,083 1 January 2023 Less: Transfer to investment in debt instruments at fair value through other comprehensive income Less: Transfer to investment in debt instruments at amortised cost 31 December 2022 Note: Measurement categories As at 31 December 2022, the total carrying amount of unlisted equity securities, preferred stocks and perpetual bonds measured at fair value held by the Group was RMB119,913 million. 132 Annual Report 2023 | Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) 2.1 Basis of preparation (continued) 2.1.1 New accounting standards and amendments adopted by the Group for the first time for the financial year beginning on 1 January 2023 (continued) (37,933) (i) As at 1 January 2023, the Group adjusted the carrying amount of original financial assets to the carrying amount under IFRS 9 based on the measurement category under IFRS 9 (continued): 31 December 2022 Add: Transfer from securities at fair value through profit or loss Add: Transfer from available-for-sale securities Add: Transfer from loans Remeasurement: From amortised cost to fair value Remeasurement: From cost to fair value Presentation adjustments: Interest receivable 1 January 2023 7. Held-to-maturity securities 6. Financial assets at fair value through profit or loss (220,914) 2.1.1.a IFRS 9 – Financial Instruments (continued) 31 December 2022 1 January 2023 12. Bonds payable 31 December 2022 Remeasurement: Interest payable 1 January 2023 13. Financial assets sold under agreements to repurchase 31 December 2022 Remeasurement: Interest payable 1 January 2023 223,790 (223,790) 12,774 8 12,782 1,170 36,167 148,958 64 (83,236) 149,022 Remeasurement: Interest payable 31 December 2022 34,997 Less: Transfer to financial assets at fair value through profit or loss 1 January 2023 Less: Transfer to financial assets at fair value through profit or loss Less: Transfer to investment in debt instruments at amortised cost Less: Transfer to investment in debt instruments at fair value through other comprehensive income (1,080,735) 11. Interest-bearing loans and other borrowings (7,808) Less: Transfer to investment in equity instruments at fair value through other comprehensive income 1,738,108 (119,913) 1 January 2023 Annual Report 2023 | Financial Report 133 Notes to the Consolidated Financial Statements (continued) (529,652) 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) 2.1 Basis of preparation (continued) 2.1.1 New accounting standards and amendments adopted by the Group for the first time for the financial year beginning on 1 January 2023 (continued) 2.1.1.a IFRS 9 – Financial Instruments (continued) - 31 December 2022 (i) As at 1 January 2023, the Group adjusted the carrying amount of original financial assets to the carrying amount under IFRS 9 based on the measurement category under IFRS 9 (continued): For the year ended 31 December 2023 10. Securities at fair value through profit or loss Carrying amount RMB million Equity instruments i. Financial assets at amortised cost The financial asset is held within a business model whose objective is to collect the contractual cash flows, and the contractual cash flow characteristics are consistent with a basic lending arrangement, which gives rise on specified dates to the contractual cash flows that are solely payments of principal and interest on the principal amount outstanding, and the financial assets are not designated as at fair value through profit or loss, so they are measured at amortised cost. The interest income of such financial assets is recognised using the effective interest rate method. Impairment losses and foreign exchange gains or losses are recognised in profit or loss. The gains or losses arising from derecognition are recognised directly in profit or loss. ii. Investment in debt instruments at fair value through other comprehensive income The financial asset is held within a business model whose objectives are both collecting the contractual cash flows and selling such financial assets, and the contractual cash flow characteristics are consistent with a basic lending arrangement. In addition, the financial assets are not designated as at fair value through profit or loss. Such financial assets are measured at fair value through other comprehensive income, and interest income is recognised using the effective interest rate method. Impairment losses and foreign exchange gains or losses are recognised in profit or loss for the current period. When such financial assets are derecognised, the cumulative changes in fair value recognised in other comprehensive income are carried forward to profit or loss for the current period. iii. Financial assets at fair value through profit or loss For the year ended 31 December 2023 Annual Report 2023 | Financial Report 143 Notes to the Consolidated Financial Statements (continued) 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) 2.4 Financial instruments (continued) 2.4.1 Financial assets (continued) Classification and measurement (continued) Based on these factors, the Group classifies its debt instruments into the following three measurement categories: Debt instruments held by the Group that are not measured at amortised cost or fair value through other comprehensive income are classified as financial assets at fair value through profit or loss. These financial assets are subsequently measured at fair value. Net gains or losses, including any interest or dividend income, are recognised in profit or loss within investment income. The interest income represents the interest accrual on these financial assets which is calculated using the coupon rate. (b) cash flow characteristics of financial assets (whether the cash flows are solely payments of principal and interest on the principal amount outstanding). For the year ended 31 December 2023 Debt instruments are those financial instruments that meet the definition of a financial liability from the issuer's perspective. Classification and subsequent measurement of debt instruments depend on: The Group's share of post-acquisition profit or loss of its associates and joint ventures is recognised in net profit, and its share of post-acquisition movements in OCI is recognised in the consolidated statement of comprehensive income. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Group's share of losses in an associate or joint venture equals or exceeds its interest in the associate or joint venture, including any other unsecured receivables, the Group does not recognise further losses unless it has obligations to make payments on behalf of the associate or joint venture. Equity instruments are financial instruments that meet the definition of equity instruments when analysed from the issuer's perspective. Unrealised gains on transactions between the Group and its associates or joint ventures are eliminated to the extent of the Group's interests in the associates or joint ventures. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Associates and joint ventures' accounting policies have been changed where necessary to ensure consistency with the policies adopted by the Group. The Group adjusts the financial statements of its associates and joint ventures for insurance companies that have not adopted IFRS 9 and IFRS 17 in accordance with the Group's accounting policies and recognises investment income and other comprehensive income, etc. accordingly. Goodwill represents the excess of the cost of an acquisition over the fair value of the Group's share of the net identifiable assets of acquired associates or joint ventures at the date of acquisition. Goodwill on acquisitions of associates and joint ventures is included in investments in associates and joint ventures and is tested for impairment as part of the overall balance. Impairment losses on goodwill are not reversed. Gains or losses on the disposal of an entity take into consideration the carrying amount of goodwill relating to the entity sold. The Group determines at each reporting date whether there is any objective evidence that the investments in associates and joint ventures are impaired. If this is the case, an impairment loss is recognised for the amount by which the investment's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of the investment's fair value less costs of disposal and value in use. The impairment of investments in the associates and joint ventures is reviewed for possible reversal at each reporting date. 2.4 Financial instruments Starting from 1 January 2023, the Group has adopted IFRS 9 and adjusted the accounting policies accordingly. The newly revised accounting policies are set out below: A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. A financial asset or a financial liability is recognised when the Group becomes a party to the contractual provisions of the instrument. Purchase and sale of investments are recognised on the trade date, when the Group commits to purchase or sell assets. At initial recognition, financial assets or financial liabilities not at fair value through profit or loss are measured at fair value plus or minus transaction costs (such as related charges and commissions) that are directly attributable to the acquisition or issue of such financial assets or financial liabilities. For financial assets and financial liabilities at fair value through profit or loss, transaction costs are recognised in profit or loss. 142 Annual Report 2023 | Financial Report Notes to the Consolidated Financial Statements (continued) 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) 2.4 Financial instruments (continued) 2.4.1 Financial assets Classification and measurement Based on the Group's business model for managing the financial assets and the contractual cash flow characteristics of the financial assets, financial assets are classified as: financial assets at amortised cost, investment in debt instruments at fair value through other comprehensive income, investment in equity instruments at fair value through other comprehensive income, and financial assets at fair value through profit or loss. When, and only when, the Group changes the business model for managing financial assets, the Group shall reclassify all affected financial assets. Debt instruments (a) the Group's business model for managing assets; and All equity instruments held by the Group are subsequently measured at fair value, and gains or losses are recognised in profit or loss. However, on initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the instrument's fair value in other comprehensive income, and no provision for impairment is required. Dividend income is recognised in profit or loss for the period (except for those clearly represent a recovery of part of the cost of the investments). Other net gains and losses (including exchange gains and losses). are recognised in other comprehensive income, and may not be subsequently transferred to profit or loss. Changes in the fair value of equity instruments measured at fair value through profit and loss, including any dividend income and foreign exchange gains and losses, are recognised in profit or loss within investment income. Dividend incomes on these equity instruments, which are generally determined at the amounts to be distributed by the investees, are recognised when the Group's right to receive the payment is established. Financial liabilities at fair value through profit or loss mainly include liabilities arising from certain investment contracts without discretionary participation features (pension annuity products that do not transfer insurance risk), which are designated on initial recognition for subsequent measurement at fair value, with all realized or unrealized gains and losses recognised in profit or loss. Impairment The Group retains substantially all the risk and rewards of ownership of securities sold under agreements to repurchase which generally mature within 180 days from the transaction date. Therefore, securities sold under agreements to repurchase are classified as secured borrowings. The Group may be required to provide additional collateral based on the fair value of the underlying securities. Securities sold under agreements to repurchase are recorded at amortised cost, i.e., their cost plus accrued interest at the end of the reporting period. It is the Group's policy to maintain effective control over securities sold under agreements to repurchase which includes maintaining physical possession of the securities. Accordingly, such securities continue to be carried on the consolidated statement of financial position. Bonds payable are initially recognised at fair value and subsequently measured at amortised cost using the effective interest rate method. Amortised cost is calculated by taking into account any discount or premium at acquisition and transaction costs. Annual Report 2023 | Financial Report 145 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 2.4 Financial instruments (continued) 2.4.2 Financial liabilities (continued) A financial liability is derecognised or partly derecognised when the underlying present obligation is discharged or partly discharged. The difference between the carrying amount of the derecognised part of the financial liability and the consideration paid is recognised in profit or loss for the current period. 2.5 Fair value measurement Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement of assets and liabilities is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: • in the principal market for the asset or liability, or in the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible by the Group at the measurement date. 2.3 Associates and joint ventures (continued) Financial liabilities at amortised cost consist primarily of interest-bearing loans and other borrowings, financial assets sold under agreements to repurchase, bonds payable and liabilities arising from certain investment contracts without a discretionary participation feature (presented in other liabilities). Such financial liabilities are initially recognised at fair value, net of transaction costs incurred, and using the effective interest rate method for subsequent measurement. Equity instruments classified as financial assets at fair value through profit or loss. After the initial confirmation, gains or losses arising from changes in the fair value of such financial assets (including dividend income earned and exchange gains or losses) are recognised in profit or loss for the period and shown in investment income. Dividend income from equity instruments is generally determined by the amount distributed by the investee and is recognised when the Group's right to receive dividends is established. Financial liabilities are classified into financial liabilities at amortised cost and financial liabilities at fair value through profit or loss at initial recognition. When an investment in equity instruments measured at fair value through other comprehensive income is derecognised, the difference between the carrying amount and the consideration received as well as any cumulative gain or loss previously recognised in other comprehensive income are recognised in retained earnings. For other financial assets, when they are derecognised, their cumulative gains or losses previously recognised in other comprehensive income should be transferred out and recognised in profit or loss. Expected credit losses ("ECL") refer to the weighted average of credit losses with the respective risks of a default occurring as the weights. Credit loss refers to the difference between all contractual cash flows discounted at the original effective interest rate or credit-adjusted effective interest rate for credit-impaired financial assets and receivable under the contract and all cash flows expected to be received, which is the present value of all cash shortfalls. The Group recognises credit losses the basis of the ECL for cash and cash equivalents, term deposits, statutory deposits, financial assets purchased under agreements to resell, investment in debt instrument at amortised cost, investment in debt instrument at fair value through other comprehensive income, as well as other receivables, etc. Giving consideration to reasonable and supportable information on past events, current conditions and forecasts of future economic conditions weighted by the probability of default, the Group recognises the ECL as the probability-weighted amount of the present value of the difference between the cash flows receivable from the contract and the cash flows expected to be collected. At each reporting date, the ECL of financial instruments at different stages is measured respectively. 12-month ECL is recognised for financial instruments in Stage 1 which do not have a significant increase in credit risk since initial recognition; lifetime ECL is recognised for financial instruments in Stage 2 which have had a significant increase in credit risk since initial recognition but are not deemed to be credit-impaired; and lifetime ECL is recognised for financial instruments in Stage 3 that has been credit-impaired. For the financial instruments in Stage 1 and Stage 2, the Group calculates the interest income by applying the effective interest rate to the gross carrying amount (before net of expected credit losses). For the financial instruments in Stage 3, the interest income is calculated by applying the effective interest rate to the amortised cost (net of expected credit losses). 144 Annual Report 2023 | Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) 2.4 Financial instruments (continued) 2.4.1 Financial assets (continued) Impairment (continued) For other receivables that are classified into groups, the Group calculates the ECL with reference to historical credit loss experience, current conditions, and forecasts of future economic conditions, and based on the exposure at default and the lifetime ECL rates. The Group recognises the impairment gain or loss into profit or loss for the period. For debt instruments classified as fair value through other comprehensive income, the Group recognises the loss allowance in profit or loss, meanwhile adjusts other comprehensive income, which does not decrease the carrying amount of the financial assets. Derecognition A financial asset is derecognised when one of the following criteria is met: (i) the contractual rights to receive the cash flows from the financial asset has expired, (ii) the financial asset has been transferred and the Group transfers substantially all the risks and rewards of ownership of the financial asset to the transferee, or (iii) the financial asset has been transferred and the Group has not retained control of the financial asset, although the Group neither transfers nor retains substantially all the risks and rewards of ownership of the financial asset. 2.4.2 Financial liabilities 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) the contractual arrangement with the other vote holders of the investee; Notes to the Consolidated Financial Statements (continued) 1 January 2024 No mandatory effective date yet determined but available for adoption 1 January 2024 1 January 2025 The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective. 2.2 Consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries for the year ended 31 December 2023. Subsidiaries are those entities which are controlled by the Group (including the structured entities controlled by the Group). Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has: • power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee); exposure, or rights, to variable returns from its involvement with the investee; and • the ability to use its power over the investee to affect its returns. When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including: • The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. • rights arising from other contractual arrangements; and • 1 January 2024 1 January 2024 beginning on or after Lack of Convertibility Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) 2.1 Basis of preparation (continued) 2.1.2 New accounting standards and amendments that are not yet effective and have not been early adopted by the Group for the financial year beginning on 1 January 2023 Effective for annual periods Standards/Amendments Amendments to IAS 1 Amendments to IAS 1 the Group's voting rights and potential voting rights. Amendments to IFRS 16 IAS 28 Amendments to IAS 7, 'Cash Flow Statement' and IFRS 7, 'Financial Instruments: Disclosures' Amendments to IAS 21 Content Classification of Liabilities as Current or Non-current Non-current Liabilities with Covenants Lease Liability in a Sale and Leaseback Sale or Contribution of Assets between an Investor or its Associate or Joint Venture Financing Arrangements of Supplier Amendments to IFRS 10 and For the year ended 31 December 2023 The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Notes to the Consolidated Financial Statements (continued) Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) 2.2 Consolidation (continued) The excess of the aggregate of the consideration transferred, the fair value of any non-controlling interest in the acquiree, and the fair value of any previous equity interest in the acquiree at the acquisition date over the fair value of the net identifiable assets acquired and liabilities assumed is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed, and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the re-assessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in profit or loss. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. If there is any indication that goodwill is impaired, recoverable amount is estimated and the difference between carrying amount and recoverable amount is recognised as an impairment charge. Impairment losses on goodwill are not reversed in subsequent periods. Gains or losses on the disposal of an entity take into consideration the carrying amount of goodwill relating to the entity sold. The investments in subsidiaries are accounted for only in the Company's statement of financial position at cost less impairment. Cost is adjusted to reflect changes in consideration arising from contingent consideration amendments. Cost also includes direct attributable costs of investment. The results of subsidiaries are accounted for by the Company on the basis of dividends received and receivable. Transactions with non-controlling interests The Group treats transactions with non-controlling interests that do not result in loss of controls as equity transactions. For shares purchased from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposal of shares to non-controlling interests are also recorded in equity. When the Group ceases to have control or significant influence, any retained interest in the entity is re-measured to its fair value, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in OCI in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in OCI are reclassified to profit or loss. If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in OCI is reclassified to profit or loss as appropriate. 2.3 Associates and joint ventures Associates are entities over which the Group has significant influence, generally accompanying a shareholding of between 20% and 50% of the voting rights of the investee. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but is not control or joint control over those policies. Joint ventures are the type of joint arrangements whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control. Investments in associates and joint ventures are accounted for using the equity method of accounting and are initially recognised at cost. Annual Report 2023 | Financial Report 141 140 Annual Report 2023 | Financial Report The acquisition method of accounting is used to account for the acquisition of subsidiaries by the Group, other than common control combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred and the equity interest issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets acquired, and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest's proportionate share of the acquiree's net assets. The comparative financial data have been restated to reflect the business combinations under common control occurred during this year. Transaction costs, including professional fees, registration fees, costs of furnishing information to shareholders, costs or losses incurred in combining operations of the previously separate businesses and other costs incurred in relation to the common control combination that is to be accounted for by using the merger accounting method are recognised as expenses in the period in which they are incurred. The consolidated financial statements incorporate the financial statements of the combining entities or businesses in business combination under common control as if they had been combined from the date when the combining entities or businesses first came under the control of the ultimate holding company. The net assets of the combining entities or businesses are consolidated using the carrying amount from the ultimate holding company's perspective. No amount is recognised for goodwill or excess of the Group's interest in the book value of the net assets over cost at the time of the common control combination, to the extent of the continuation of the ultimate holding company's interest. The consolidated statement of comprehensive income includes the results of each of the combining entities or businesses from the earliest date presented or since the date when the combining entities or businesses first came under common control, where this is a shorter period, regardless of the date of the common control combination. For the year ended 31 December 2023 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) 2.2 Consolidation (continued) Profit or loss and each component of OCI are attributed to the equity holders of the Company and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group's accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full upon consolidation. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it: • derecognises the assets (including goodwill) and liabilities of the subsidiary; Annual Report 2023 | Financial Report 139 • • derecognises the cumulative translation differences recorded in equity; • recognises the fair value of the consideration received; recognises the fair value of any investment retained; recognises any surplus or deficit in profit or loss; and reclassifies the Group's share of components previously recognised in OCI to profit or loss or retained earnings, as appropriate, as if the Group had directly disposed of the related assets or liabilities. derecognises the carrying amount of any non-controlling interests; A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) All assets and liabilities for which fair value is measured or disclosed in the consolidated financial statements are categorised within the fair value hierarchy, described in Notes 5.4, 9 and 12 based on the lowest level input that is significant to the fair value measurement as a whole. (b) a group of contracts that at initial recognition has no significant possibility of becoming onerous subsequently; (a) a group of contracts that is onerous at initial recognition; The Group divides a portfolio of insurance contracts into a minimum of the following groups: A group of insurance contracts consists of one or more insurance contracts issued within a period of no longer than one year and with similar levels of profitability. The Group identifies portfolios of insurance contracts as contracts subject to similar risks and are managed together. 2.8.4 Classification After the Group identifies and separates the non-insurance components that meet the above conditions for separation, the Group applies the accounting policies related to insurance contracts to the remaining portion. Investment component is the amount that an insurance contract requires to repay to policyholders regardless of whether an insured event occurs. (c) promises to transfer distinct goods or services other than insurance contract services. (b) distinct investment components, but the investment components that meet the definition of investment contracts with discretionary participation features are still accounted for applying the accounting policies for insurance contracts; 9 (a) embedded derivatives meeting the separation conditions of accounting policies for financial instruments under IFRS Financial Instruments; An insurance contract may contain one or more components, the Group separates the following components: 2.8.3 Separation The Group treats a series of insurance contracts with the same counterparty or related counterparties which may achieve an overall commercial effect, as a whole in order to report the substance of such contracts. 2.8.2 Combination The Group assesses the classification of contracts using its expectations at inception of the contracts and does not reassess the conditions afterwards, unless the contracts are modified. The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. (a) at least in one scenario that has commercial substance, an insured event specified by the contract could cause the Group to pay significant additional amounts, even if the insured event is extremely unlikely, or even if the expected present value of the contingent cash flows is a small proportion of the expected present value of the remaining cash flows from the insurance contract. Absence of discernible effect on the economics of the transaction indicates lack of commercial substance. The additional amounts refer to the present value of amounts payable if an insured event occurs that exceed those that would be payable if no insured event had occurred (including claims handling and assessment costs). (b) at least in one scenario that has commercial substance, an insured event specified by the contract could cause the Group to incur a loss on a present value basis. However, even if a reinsurance contract does not expose the issuer to the possibility of a significant loss, that contract is deemed to transfer significant insurance risk if it transfers to the reinsurer substantially all the insurance risk relating to the reinsured portions of the underlying insurance contracts. Investment contracts issued by the Group have the legal form of insurance contracts but do not transfer significant insurance risks. The Group accounts for the investment contract with discretionary participation features applying the accounting treatments for insurance contracts. An investment contract with discretionary participation features is a financial instrument that provides a particular investor with the contractual right to receive guaranteed and additional amounts. The additional amounts are subject to the returns on a specified pool of items at the discretion of the issuer, and are expected to be a significant portion of the total contractual benefits. For liabilities arising from investment contracts without discretionary participation features, the Group accounts for these contracts according to note 2.4.2. An insurance contract is an insurance contract with direct participation features if all the following conditions are met at the inception of the contracts: (a) the contractual terms specify that the policyholder participates in a share of a clearly identified pool of underlying items; (b) an amount equal to a substantial share of the fair value returns on the underlying items is expected to be paid to the policyholder; and (c) a group of the remaining contracts in the portfolio. (c) a substantial proportion of any change in the amounts to be paid to the policyholder is expected to vary with the change in fair value of the underlying items. Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) 2.8.1 Definition (continued) Reinsurance contract is an insurance contract issued by the reinsurer to compensate the cedent for claims arising from one or more insurance contracts issued by the cedent. The Group adopts different models for different types of insurance contracts. Insurance contracts with direct participation features are measured using the variable fee approach. The Group simplifies the measurement using the premium allocation approach for insurance contracts and reinsurance contracts with coverage of one year or less or contract groups where there is no significant difference between the results of measuring liabilities for remaining coverage using the premium allocation approach and the results of measuring such liabilities using general measurement model. Other types of insurance contracts and reinsurance contracts are measured using the general measurement model. Annual Report 2023 | Financial Report 147 148 Annual Report 2023 | Financial Report 2.8 Insurance Contracts (continued) 146 Annual Report 2023 | Financial Report 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) The Group purchases securities under agreements to resell substantially identical securities. These agreements are classified as secured loans and are recorded at amortised cost, i.e., their costs plus accrued interests at the end of the reporting period, which approximates fair value. The amounts advanced under these agreements are reflected as assets in the consolidated statement of financial position. The Group does not take physical possession of financial assets purchased under agreements to resell. Sale or transfer of the securities is not permitted by the respective clearing house on which they are registered while the lent capital is outstanding. In the event of default by the counterparty, the Group has the right to the underlying securities held by the clearing house. 2.7 Financial assets purchased under agreements to resell Cash amounts represent cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments with original maturities of 90 days or less, whose carrying value approximates fair value. 2.6 Cash and cash equivalents 2.8 Insurance Contracts 2.8.1 Definition The contracts issued by the Group are classified into insurance contracts and investment contracts. Notes to the Consolidated Financial Statements (continued) For assets and liabilities that are measured at fair value on a recurring basis, the Group determines whether transfers have occurred between each level in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. An insurance contract is a contract under which the issuer of the contract accepts significant insurance risk from the policyholder by agreeing to compensate the policyholder if a specified insured event adversely affects the policyholder. The Group assesses the extent to which insurance risk is transferred within a contract, conducting a test for the presence of significant insurance risk, thereby determining whether the contract should be classified as an insurance contract. Insurance contracts are those contracts that transfer significant insurance risk. When the Group performs tests on significant insurance risk, it determines that a contract transfers significant insurance risk if the following conditions are met: For the year ended 31 December 2023 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) 2.8 Insurance Contracts (continued) 2.8.6 Measurement of insurance contracts (continued) 154 Annual Report 2023 | Financial Report 2.8.6 Measurement of insurance contracts The Group uses the premium allocation approach for measuring the group of insurance contracts with a coverage period of each contract in the group is one year or less, or the Group reasonably expects that the measurement of the liabilities for remaining coverage for the group using the premium allocation approach would not differ materially from the one that would be produced using general measurement model. (iv) Simplified approach for measurement of groups of insurance contracts (premium allocation approach) (b) for any subsequent decreases relating to future service in fulfilment cash flows allocated to the group arising from changes in estimates of future cash flows and the risk adjustment for non-financial risk, and any subsequent increases in the amount of the Group's share of the fair value of the underlying items, the Group reverses the insurance service expenses in profit or loss and decreases the loss component of the liabilities for remaining coverage until that component is reduced to zero, the Group adjusts the contractual service margin only for the excess of the decrease over the amount allocated to the loss component. After the Group has recognised a loss on an onerous group of insurance contracts, the subsequent measurements are: (a) for any subsequent increases relating to future service in fulfilment cash flows allocated to the group arising from changes in estimates of future cash flows and the risk adjustment for non-financial risk, and any subsequent decreases in the amount of the Group's share of the fair value of the underlying items, the Group recognises a loss as insurance service expenses in profit or loss and increases the liabilities for remaining coverage; revenue. Any amounts allocated to the loss component of the liabilities for remaining coverage do not be recognised as insurance (b) changes in the risk adjustment for non-financial risk recognised in profit or loss because of the release from risk; and (c) insurance finance income or expenses. (a) estimates of the present value of future cash flows for claims and expenses released from the liabilities for remaining coverage because of incurred insurance service expenses; After a loss is recognised, the Group allocates the subsequent changes in fulfilment cash flows of the liabilities for remaining coverage specified as follows on a systematic basis between the loss component and the liabilities for remaining coverage excluding the loss component: (b) for a group of insurance contracts with direct participation features, the decrease in the amount of the Group's share of the fair value of the underlying items exceed the carrying amount of the contractual service margin. (a) the amount of unfavorable changes relating to future service in the fulfilment cash flows changes in estimates of future cash flows and the risk adjustment for non-financial risk exceed the carrying amount of the contractual service margin; (iv) Simplified approach for measurement of groups of insurance contracts (premium allocation approach) (continued) Initial measurement On initial recognition, the Group measures the liabilities for remaining coverage based on the premiums received minus the insurance acquisition cash flows, minus (or add) the amount of the assets for insurance acquisition cash flows and other related assets or liabilities that is derecognised at the initial recognition. Subsequent measurement The carrying amount of a group of insurance contracts issued at the reporting date is the sum of the liabilities for remaining coverage and the liabilities for incurred claims. The Group recognises the amount calculated above as an adjustment to contractual service margin and simultaneously as recoveries of insurance service expenses from reinsurers in profit or loss of the period. (b) the percentage of claims on the underlying insurance contracts the Group expects to recover from the group of reinsurance contracts held. (a) the loss recognised on the underlying insurance contracts; and If the reinsurance contract held is entered into before or at the same time as the onerous underlying insurance contracts are recognised, when the Group recognises a loss on initial recognition of an onerous group of underlying insurance contracts or on addition of onerous underlying insurance contracts to a group, the Group recognises a loss-recovery component of the asset for remaining coverage for such groups of reinsurance contracts held by multiplying: The asset for incurred claims includes the fulfilment cash flows related to recovery of claims and other related expenses incurred allocated to the group of reinsurance contracts held at the financial position date. The asset for remaining coverage includes the fulfilment cash flows related to unexpired coverage period allocated to the group of reinsurance contracts held at the financial position date and the contractual service margin of the group at that date. The asset for reinsurance contracts held is subsequently measured by the Group at each financial position date at the total of the asset for remaining coverage and the asset for incurred claims. The Group recognises any net cost or net gain of the above total amounts as a contractual service margin. (d) loss-recovery component of assets for remaining coverage of reinsurance contracts held. (c) any cash flows arising from the reinsurance contracts held in the group at that date; (b) the amount derecognised at that date of any asset or liability previously recognised for cash flows related to the group of reinsurance contracts held; (a) the fulfilment cash flows; On initial recognition for a group of reinsurance contracts held, the Group calculates the sum of: (i) Groups of reinsurance contracts not measured using the premium allocation approach (continued) 2.8.7 Measurement of groups of reinsurance contracts held (continued) 2.8 Insurance Contracts (continued) 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) For the year ended 31 December 2023 Notes to the Consolidated Financial Statements (continued) Annual Report 2023 | Financial Report 155 The cash flows are within the contract boundary if they arise from substantive rights and obligations of the Group that exist during the reporting period in which the Group is obligated to pay premiums to the reinsurer or in which the Group has a substantive right to receive services from the reinsurer. The fulfilment cash flows for the group of reinsurance contracts held include estimates of future cash flows an adjustment to reflect the time value of money and the financial risks and a risk adjustment for non-financial risk which relate directly to fulfil insurance contracts. The Group determines the risk adjustment for non-financial risk so that it represents the amount of risk being transferred by the holder of the group of reinsurance contracts to the issuer of those contracts. ' On initial recognition, the Group measures a group of reinsurance contracts held at the total of the fulfilment cash flows and the contractual service margin. The contractual service margin represents the net cost or net gain the Group will recognise as it receives insurance contract services from the reinsurer. (i) Groups of reinsurance contracts not measured using the premium allocation approach 2.8.7 Measurement of groups of reinsurance contracts held The Group recognises the liabilities for incurred claims of the insurance contracts as the amount of fulfilment cash flow related to the incurred compensation. If, at any time during the coverage period, relevant facts and circumstances indicate that a group of insurance contracts is onerous, the Group will recognise a loss in profit or loss and increase the liabilities for remaining coverage. At the reporting date, the carrying amount of the liabilities for remaining coverage is the carrying amount at the start of the reporting period plus the premiums received in the period, minus insurance acquisition cash flows, plus any amounts relating to the amortisation of insurance acquisition cash flows recognised as insurance service expenses in the reporting period, plus any adjustment to a financing component, minus the amount recognised as insurance revenue for services provided in that period, and minus any investment component paid or transferred to the liabilities for incurred claims. A group of insurance contracts becomes onerous (or more onerous) on subsequent measurement if meets one of the following conditions, the Group recognises a loss as insurance service expenses in profit or loss and increases loss component of the liabilities for remaining coverage: (iii) Measurements for onerous insurance contracts (continued) Annual Report 2023 | Financial Report 153 2.8 Insurance Contracts (continued) (a) the beginning of the coverage period of the group of reinsurance contracts held; and (b) the date the Group recognises an onerous group of underlying insurance contracts. For the reinsurance contracts held that provide proportionate coverage, they are recognised from the earliest of the following: (a) the later of the beginning of the coverage period or that any underlying insurance contract is initially recognised; the increase in the amount of the Group's share of the fair value of the underlying items reverses the loss component of the liabilities for remaining coverage. the decrease in the amount of the Group's share of the fair value of the underlying items exceeds the carrying amount of the contractual service margin, giving rise to a loss; (b) the change in the amount of the Group's share of the fair value of the underlying items, except to the extent that: (a) the effect of any new contracts added to the group; For groups of insurance contracts measured using the variable fee approach, the carrying amount of the contractual service margin of a group of contracts at each reporting date equals the carrying amount at the start of the reporting period adjusted for: (b) an adjustment to reflect the time value of money and the financial risks; and (a) estimates of future cash flows directly related to the insurance contract; Fulfilment cash flows comprise the following: Initial measurement (continued) (i) General provisions (general measurement model) (continued) 2.8.6 Measurement of insurance contracts (continued) 2.8 Insurance Contracts (continued) 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) For the year ended 31 December 2023 Notes to the Consolidated Financial Statements (continued) Annual Report 2023 | Financial Report 149 On initial recognition, the Group measures a group of insurance contracts at the total of the fulfilment cash flows and the contractual service margin. Initial measurement (i) General provisions (general measurement model) Reinsurance contracts held are recognised from the earliest of the following: (c) when it becomes onerous. (b) the date when the first payment from a policyholder becomes due, or the date when the first payment is received by the Group if there is no contractual due date; (a) the beginning of the coverage period of the group of contracts, the coverage period refers to the period during which the Group provides insurance contract services; 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) For the year ended 31 December 2023 Notes to the Consolidated Financial Statements (continued) (b) the date the Group recognises an onerous group of underlying insurance contracts. If a group of insurance contracts is onerous at the date of initial recognition, or if additional loss caused by contracts added to the group of onerous contracts, the Group recognises a loss as insurance service expenses in profit or loss for the net outflow for the group of onerous contracts, resulting in the carrying amount of the liabilities for the group being equal to the fulfilment cash flows and the contractual service margin of the group being zero. (iii) Measurements for onerous insurance contracts (e) the amount recognised as insurance revenue because of the services provided in the period. The Group identifies the coverage units of the groups of contracts for the coverage period in accordance with the insurance contract service provided, and recognised in the insurance revenue of the current period and subsequent periods accordingly by allocating the carrying amount of the contractual service margin as adjusted for (a) to (d) above. such decreases in the fulfilment cash flows are allocated to the loss component of the liabilities for remaining coverage. (d) the effect of any currency exchange differences on the contractual service margin; and • • such increases in the fulfilment cash flows exceed the carrying amount of the contractual service margin, giving rise to a loss; (c) the changes in fulfilment cash flows relating to future service and do not vary based on the returns of the fair value of underlying items, except to the extent that: 2.8.6 Measurement of insurance contracts (continued) When the Group measures the groups of reinsurance contracts held, it adjusts the loss-recovery component to reflect changes in the loss components of the onerous underlying insurance contracts, with the carrying amount of the loss-recovery component not exceeding the portion of the carrying amount of the loss components of the onerous underlying insurance contracts that the Group expects to recover from the group of reinsurance contracts held. 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) 2.8 Insurance Contracts (continued) 2.8.4 Classification (continued) Portfolios of reinsurance contracts held are assessed for aggregation separately from portfolios of insurance contracts issued. The Group divides a portfolio of reinsurance contracts held into at least the following groups: (a) a group of contracts for which there is a net gain at initial recognition; (b) a group of contracts for which, at initial recognition, there is no significant possibility of a net gain arising subsequently; (c) a group of the remaining contracts in the portfolio. The Group classifies reinsurance contracts held within a period of no longer than one year into the same group of reinsurance contracts held. These groups represent the level of aggregation at which insurance contracts are initially recognised and measured. The Group does not reassess the composition of the groups subsequently. 2.8.5 Recognition The Group recognises a group of insurance contracts it issues from the earliest of the following: For the year ended 31 December 2023 156 Annual Report 2023 | Financial Report (a) the date of initial recognition is the date the Group becomes party to the contract; For the year ended 31 December 2023 For the year ended 31 December 2023 Notes to the Consolidated Financial Statements (continued) Annual Report 2023 | Financial Report 151 For insurance contracts without direct participation features, the carrying amount of the contractual service margin of a group of insurance contracts at the reporting date is adjusted by the Group to reflect the effect of the following changes at the group of contracts level: The liabilities for incurred claims include the fulfilment cash flows related to claims and other related expenses incurred allocated to the group at the financial position date. The liabilities for remaining coverage include the fulfilment cash flows related to unexpired coverage period allocated to the group at the financial position date and the contractual service margin of the group at that date. The insurance contract liabilities are subsequently measured by the Group at the reporting date at the total of the liabilities for remaining coverage and the liabilities for incurred claims. Subsequent measurement If the total amount represents net cash inflows, the Group recognises it as contractual service margin. If the total amount represents net cash outflows, the Group recognises a loss. (c) any cash flows arising from the contracts in the group at that date. (b) the derecognition at the date of initial recognition of any asset for insurance acquisition cash flows and any other asset or liability previously recognised for cash flows related to the group of contracts; (a) the fulfilment cash flows; On initial recognition, the contractual service margin is an amount arising from: The contractual service margin is a component of the liabilities for the group of insurance contracts that represents the unearned profit the Group will recognise as provides insurance contract services in the future. The risk adjustment for non-financial risk is applied to the present value of the estimated future cash flows, to reflect the compensation that the Group requires for bearing the uncertainty about the amount and timing of the cash flows that arises from non-financial risk. (b) be consistent with observable current market prices for financial instruments with cash flows whose characteristics are consistent with those of the insurance contracts, excluding the effect of factors that influence such observable market prices but do not affect the future cash flows of the insurance contracts. (a) reflect the time value of money, the characteristics of the cash flows and the liquidity characteristics of the insurance contracts; and The Group uses appropriate discount rate to adjust the estimates of future cash flows to reflect the time value of money and the financial risks related to those cash flows, to the extent that the financial risks are not included in the estimates of cash flows. The discount rates applied to the estimates of the future cash flows shall: Initial measurement (continued) (i) General provisions (general measurement model) (continued) 2.8.6 Measurement of insurance contracts (continued) 2.8 Insurance Contracts (continued) 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) 2.8 Insurance Contracts (continued) 2.8.6 Measurement of insurance contracts (continued) (i) General provisions (general measurement model) (continued) The variable fee reflects the consideration received by the Group for providing investment-related services by managing the underlying items on behalf of the policyholder, and is equal to the Group's share of the fair value of the underlying items less the fulfilment cash flows that do not vary based on the return on the underlying items. The Group applies the variable fee approach to measure the insurance contracts with direct participation features. The Group estimates the fulfilment cash flows of the groups of insurance contracts with direct participation features at the difference between the fair value of the underlying items and the variable fee. The measurement of variable fee approach is consistent with the general measurement model except for the accounting policies listed below. (ii) Measurement of groups of insurance contracts with direct participation features (variable fee approach) 2.8.6 Measurement of insurance contracts (continued) 2.8 Insurance Contracts (continued) 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) For the year ended 31 December 2023 Notes to the Consolidated Financial Statements (continued) 152 Annual Report 2023 | Financial Report (e) changes in risk adjustment for non-financial risk that relate to future service. For the year ended 31 December 2023 (d) differences between the amount of policy loans that were expected to be receivable in the period and the amount of policy loans that actually became receivable; (b) changes in estimates of the present value of future cash flows in the liabilities for remaining coverage, measured at the discount rates determined on initial recognition, except for those that relate to the effects of the time value of money, financial risk and changes therein; (a) experience adjustments arising from premiums received in the period that related to future services and related cash flows, measured at the discount rates determined on initial recognition; Changes in fulfilment cash flows that related to future services mainly comprise: The Group rationally determines the coverage units of the groups of contracts in each period of the coverage period based on the pattern of provision of insurance contract services, and recognises insurance revenue accordingly over the current and future periods by amortising the carrying amount of the contractual service margin as adjusted for (a) to (d) above. (e) the amount recognised as insurance revenue because of the services provided in the period. (d) the effect of any currency exchange differences on the contractual service margin; and the above changes adjust the loss component within the liabilities for remaining coverage with correspondence to insurance service expenses. When the changes exceed the amount of loss component, the loss component should be reduced to zero. The remaining should be reinstating the contractual service margin. (c) changes relating to future service; except for (b) interest accreted on the carrying amount of the contractual service margin for contracts measured using the general measurement model. Interest accreted on the contractual service margin is measured at the locked-in discount rates. The locked-in discount rates are determined at the date of initial recognition of a group of contracts, applied to nominal cash flows that do not vary based on the returns on any underlying items; (a) the effect of any new contracts added to the group; Subsequent measurement (continued) (c) differences between the amount of investment components that were expected to be payable in the period and the amount of investment components that actually became payable; Notes to the Consolidated Financial Statements (continued) Notes to the Consolidated Financial Statements (continued) (b) the Group has the practical ability to reassess the risks of the portfolio of insurance contracts that contains the contract and, as a result, can set a price or level of benefits that fully reflects the risk of that portfolio; and the pricing of the premiums up to the date when the risks are reassessed does not take into account the risks that relate to periods after the reassessment date. (c) the allocation of the contractual service margin is modified so that the Group recognises the contractual service margin over the duration of the group of contracts in a systematic way that reflects the transfer of investment services under the contract. (b) the contract boundary is modified so that cash flows are within the contract boundary if they result from a substantive obligation of the Group to deliver cash at a present or future date. The Group has no substantive obligation to deliver cash if the Group has the practical ability to set a price for the promise to deliver the cash that fully reflects the amount of cash promised and related risks; In addition to the requirements for insurance contracts set out above, the recognition and measurement for investment contract with discretionary participation features are modified as follows: 2.8.8 Investment contracts with discretionary participation features 2.8 Insurance Contracts (continued) 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) For the year ended 31 December 2023 Notes to the Consolidated Financial Statements (continued) Annual Report 2023 | Financial Report 157 When a group of reinsurance contracts held is measured using the premium allocation approach, for the amount recognised and reversed by the loss-recovery component of asset for remaining coverage recovered from reinsurers, the Group adjusts the carrying amount of asset for remaining coverage recovered from reinsurers in the group of reinsurance contracts while recognising the amounts recovered from reinsurers. The Group applies the same principles to measure the groups of insurance contracts issued and the groups of reinsurance contracts held using the premium allocation approach. (ii) Groups of reinsurance contracts measured using the premium allocation approach (f) the amortisation of the contractual service margin in the period. The Group rationally determines the coverage units of the group of reinsurance contracts held in each period of the coverage period based on the pattern of receipt of insurance contract services, and recognises profit or loss accordingly over the current and future periods by amortising the carrying amount of the contractual service margin as adjusted for (a) to (e) above. (e) the effect of any currency exchange differences in the period arising on the contractual service margin; (d) the changes in the fulfilment cash flows relating to future service, other than the change resulting from a change in fulfilment cash flows allocated to a group of underlying insurance contracts that does not adjust the contractual service margin for the group of underlying insurance contracts, or the change resulting from recognition or reversal of losses from onerous groups of underlying contracts measured applying the premium allocation approach; (c) the loss-recovery component of the asset for remaining coverage recognised on initial recognition of an onerous group of underlying insurance contracts or on addition of onerous underlying insurance contracts to a group, and reversals of a loss recovery component of the asset for remaining coverage to the extent those reversals are not changes in the fulfilment cash flows of the group of reinsurance contracts held; (b) interest accreted on the carrying amount of the contractual service margin, measured at the discount rates determined at the date of initial recognition of a group of contracts, to nominal cash flows that do not vary based on the returns on any underlying items; (a) the effect of contracts added to the group of contracts in the period on the contractual service margin; The Group measures the contractual service margin at each financial position date for a group of reinsurance contracts held as the carrying amount determined at the start of the reporting period, adjusted for: (i) Groups of reinsurance contracts not measured using the premium allocation approach (continued) 2.8.7 Measurement of groups of reinsurance contracts held (continued) 2.8 Insurance Contracts (continued) 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) 2.8.9 Modification and derecognition If the terms of an insurance contract are modified, the Group derecognises the original contract and recognises the modified contract as a new contract, if any of the conditions below are satisfied: (a) if the modified terms had been included at contract inception: . (a) the Group has the practical ability to reassess the risks of the particular policyholder and, as a result, can set a price or level of benefits that fully reflects those risks; or A substantive obligation to provide insurance contract services ends when: Cash flows are within the boundary of an insurance contract if the Group has the right to require policyholders to pay premiums or has a substantial obligation to provide policyholders with insurance contract services. The Group includes in the measurement of a group of insurance contracts all the future cash flows within the boundary of each contract in the group and does not measure future cash flows outside the boundary of the contract group. (d) are estimated separately from adjustment for the time value of money and financial risk, unless the most appropriate measurement technique combines these estimates. (c) reflect conditions existing at the reporting date; and (b) reflect the perspective of the Group, provided that the estimates of any relevant market variables are consistent with observable market prices for those variables; (a) estimates of future cash flows are unbiased probability-weighted averages; The estimates of future cash flows: The Group may estimate the future cash flows at a higher level of aggregation and then allocate the resulting fulfilment cash flows to individual groups of contracts. The Group defines insurance acquisition cash flows as cash flows arising from the costs of selling, underwriting and starting a group of insurance contracts that are directly attributable to the portfolio of insurance contracts to which the group belongs. 150 Annual Report 2023 | Financial Report The fulfilment cash flows do not reflect the non-performance risk of the Group. 158 Annual Report 2023 | Financial Report The Group derecognises an insurance contract when it is extinguished, i.e., when the obligation specified in the insurance contract expires or is discharged or cancelled. If a contract modification meets none of the conditions above, the Group treats changes in cash flows caused by the modification as changes in estimates of fulfilment cash flows. (c) the Group applied the premium allocation approach to the original contract, but the modifications mean that the contract no longer meets the eligibility criteria for that approach. (b) the original contract met the definition of an insurance contract with direct participation features, but the modified contract no longer meets that definition, or vice versa; or the modified contract would have been included in a different group of contracts. the modified contract would have had a substantially different contract boundary; or the Group would have separated different components from the host insurance contract, resulting in a different insurance contract to which the accounting policies related to insurance contracts would have applied; the modified contract would have been excluded from the scope of the accounting policies related to insurance contracts; . . (c) a risk adjustment for non-financial risk. when the changes result in a decrease in the carrying amount of the contractual service margin, and the changes exceed the carrying amount of the contractual service margin. The contractual service margin is reduced to zero, and the excess is recognised in insurance service expenses and a loss component is recognised within the liabilities for remaining coverage; Notes to the Consolidated Financial Statements (continued) 3.6 Investment properties Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 3 SUMMARY OF OTHER ACCOUNTING POLICIES (continued) 3.5 Leases (continued) As a lessee (continued) Subsequent measurement (continued) The Group uses a constant periodic rate of interest to calculate interest on the lease liability in each period during the lease term and recognises the interest in profit or loss. Variable lease payments not included in the measurement of the lease liability are recognised in profit or loss in the period in which the event or condition that triggers the payment occurs. After the commencement date of a lease, when there is a change in substance fixed payments, a change in the amounts expected to be payable under a residual value guarantee, a change in future lease payments resulting from a change in an index or a rate used to determine those payments, a change in the assessment or actual exercise situation of a purchase option, an extension option or a termination option, the Group uses the changed present value of lease payments to remeasure the lease liability and adjust the carrying amount of right-of-use asset accordingly. If the carrying amount of the right-of-use asset is reduced to zero and there is a further reduction in the measurement of the lease liability, the Group recognises any remaining amount of the remeasurement in profit or loss. As a lessor At the commencement date of the lease, leases in which the Group does not transfer substantially all the risks and rewards incidental to ownership of an asset are classified as operating leases. Rental income arising is accounted for on a straight- line basis over the lease terms and is included in revenue in the statement of profit or loss. Investment properties are interests in land use rights and buildings that are held to earn rental income and/or for capital appreciation, rather than for the supply of services or for administrative purposes. Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and any impairment loss. Depreciation is computed on the straight-line basis over the estimated useful lives. The estimated useful lives of investment properties are 15 to 35 years. Overseas investment properties, that are held by the Group in the form of property ownership, equity investment, or other forms, have expected useful lives not longer than 50 years, determined based on the usage in their locations. The useful lives and depreciation method are reviewed periodically to ensure that the method and period of depreciation are consistent with the expected pattern of economic benefits from the individual investment properties. An investment property is derecognised when either it has been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gains or losses on the retirement or disposal of an investment property are recognised in the statement of comprehensive income in the year of retirement or disposal. A transfer to, or from, an investment property is made when, and only when, there is evidence of a change in use. Annual Report 2023 | Financial Report 165 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 3 SUMMARY OF OTHER ACCOUNTING POLICIES (continued) 164 Annual Report 2023 | Financial Report 3.7 Employee benefits Pension benefits The Group applies the straight-line method in depreciating the right-of-use assets. If it is reasonably certain that ownership of a leased asset transfers to the Group at the end of the lease term, the leased asset is depreciated under the remaining useful life of the asset. If it cannot be reasonably determined that ownership of a leased asset transfers to the Group at the end of the lease term, the Group depreciates the right-of-use asset from the commencement date to the earlier of the end of the lease term or the end of the useful life of the right-of-use asset. The lease term is the non-cancellable period of a lease when the Group has the right to use lease assets. When the Group has an option to extend a lease and is reasonably certain to exercise that option to extend a lease, the lease term also comprises the periods covered by the option to extend the lease. When the Group has an option to terminate the lease and is reasonably certain not to exercise that option, the lease term also comprises the periods covered by the option to terminate the lease. The Group reassesses whether it is reasonably certain to exercise an extension option, to exercise a purchase option or not to exercise a termination option, upon the occurrence of either a significant event or a significant change in circumstances that are within the control of the Group and affects whether the Group is reasonably certain to exercise the commensurate options. For the year ended 31 December 2023 Notes to the Consolidated Financial Statements (continued) 15 to 35 years 3 to 11 years 4 to 8 years Over the shorter of the remaining term of the lease and the useful lives The residual values, depreciation method and useful lives are reviewed periodically to ensure that the method and period of depreciation are consistent with the expected pattern of economic benefits from items of property, plant and equipment. Assets under construction mainly represent buildings under construction, which are stated at cost less any impairment losses and are not depreciated, except for those acquired prior to 30 June 2003, which are stated at deemed cost less any accumulated impairment losses. Cost comprises the direct costs of construction and capitalised borrowing costs on related borrowed funds during the period of construction. Assets under construction are reclassified to the appropriate category of property, plant and equipment, investment properties or other assets when completed and ready for use. Annual Report 2023 | Financial Report 163 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 3 SUMMARY OF OTHER ACCOUNTING POLICIES (continued) 3.4 Property, plant and equipment (continued) Impairment and gains or losses on disposals Property, plant and equipment are reviewed for impairment losses whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised in net profit for the amount by which the carrying amount of the asset exceeds its recoverable amount, which is the higher of an asset's net selling price and value in use. The gain or loss on disposal of an item of property, plant and equipment is the difference between the net sales proceeds and the carrying amount of the relevant asset, and is recognised in net profit. 3.5 Leases At inception of a contract, the Group assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset for a period of a time, the Group assesses whether, throughout the period of use, the lessee has the right to obtain substantially all of the economic benefits from use of the identified asset and the right to direct the use of the identified asset. As a lessee Initial measurement At the commencement date of the lease, the Group recognises right-of-use assets representing the right to use the leased assets, including buildings. The Group measures the lease liability at the present value of the lease payments that are not paid at that date, except for short-term leases and leases of low-value assets. For short-term leases with a lease term of not more than 12 months and low-value asset leases with a lower value when the individual asset is new, the Group chooses not to recognise the right of use assets and lease liabilities and recognises the relevant rental expenses in profit or loss or the cost of the relevant asset on a straight-line basis over each period of the lease term. In calculating the present value of the lease payments, the lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, the Group uses its own incremental borrowing rate. Subsequent measurement 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) Full-time employees of the Group are covered by various government-sponsored pension plans, under which the employees are entitled to a monthly pension based on certain formulae. These government agencies are responsible for the pension liability to these employees upon retirement. The Group contributes on a monthly basis to these pension plans. All contributions made under the government-sponsored pension plans described above are fully attributable to employees at the time of the payment and the Group is unable to forfeit any amounts contributed by it to such plans. In addition to the government-sponsored pension plans, the Group established an employee annuity fund plan pursuant to the relevant laws and regulations in the PRC, whereby the Group is required to contribute to the plan at fixed rates of the employees' salary costs. Contributions made by the Group under the annuity fund plan that is forfeited in respect of those employees who resign from their positions prior to the full vesting of the contributions will be recorded in the public account of the annuity fund and shall not be used to offset any contributions to be made by the Group in the future. All funds in the public account will be attributed to the employees whose accounts are in normal status after the approval procedures are completed as required. Under these plans, the Group has no legal or constructive obligation for retirement benefit beyond the contributions made. All full-time employees of the Group are entitled to participate in various government-sponsored housing funds. The Group contributes on a monthly basis to these funds based on certain percentages of the salaries of the employees. The Group's liability in respect of these funds is limited to the contributions payable in each year. Annual Report 2023 | Financial Report 167 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 4 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS The Group makes estimates and assumptions that affect the reported amounts of assets and liabilities. Estimates and judgements are continually evaluated and based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Group exercises significant judgement in making appropriate assumptions. Areas susceptible to changes in critical estimates and judgements, which affect the carrying amount of assets and liabilities, are set out below. It is possible that actual results may be different from the estimates and judgements referred to below. The actual result may have significant differences in accordance with changes in accounting estimates and professional judgement. 4.1 Insurance contracts 4.1.1 Portfolios of contracts The Group identifies portfolios of insurance contracts as contracts subject to similar risks and are managed together. The Group makes judgments about whether it has similar risk factors and management methods. 4.1.2 Investment components The Group has established rules to unbundle non-distinct investment components. Generally, for relevant contracts, the Group determines the non-distinct investment components based on cash surrender values and similar contractual terms. 4.1.3 Determination of coverage unit The Group's unit of coverage is determined by considering the benefits provided by each contract and its expected duration of insurance coverage. For policies that include investment return services or investment-related services, the amount corresponding to the investment return service or investment-related service is the investment component or one of the amounts that the policyholder is entitled to recover. 4.1.4 Estimates of future benefit payments and premiums arising from insurance contracts not using the premium allocation approach Fulfilment cash flows are determined on the basis of the Group's estimates of future benefits, premiums and related expenses, taking into account the risk adjustment for non-financial risk. The mortality rate, morbidity rate, lapse rate, discount rate, expense assumption and policy dividend assumption used for the estimation of future cash flows are determined according to the latest empirical analysis and current and future economic conditions. The judgments and estimates used in the valuation process will affect the amount recognised in the consolidated financial statements for insurance contracts and reinsurance contracts held. The description of the above assumptions is detailed in Note 14.1. 4.2 Financial instruments The Group's principal investments are debt investments, equity investments, term deposits, etc. The critical estimates and judgements are those associated with the recognition of impairment and the measurement of fair value. 4.2.1 Classification of financial assets Significant judgements made by the Group in the classification of financial assets include business model and analysis on contractual cash flow characteristics. Dividend distribution to the Company's equity holders is recognised as a liability in the Group's consolidated financial statements in the year in which the dividends are approved by the equity holders of the Company. Housing benefits 3.12 Dividend distribution A contingent liability is a possible obligation that arises from past events and whose existence will only be confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group. It can also be a present obligation arising from past events that is not recognised because it is not probable that outflow of economic resources will be required, or the amount of obligation cannot be measured reliably. Stock appreciation rights Compensation under the stock appreciation rights is measured based on the fair value of the liabilities incurred and is expensed over the vesting period. Valuation techniques including option pricing models are used to estimate fair value of relevant liabilities. The liability is re-measured at the end of each reporting period to its fair value until settlement. Fair value changes in the vesting period are included in administrative expenses and changes after the vesting period are included in net fair value gains through profit or loss in net profit. The related liability is included in other liabilities. 3.8 Premiums received in advance The advance premiums received by the Group are mainly premiums received for insurance contracts that have not yet met the criteria for initial recognition. 3.9 Share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of equity instruments are shown in equity as a deduction, net of tax, from the proceeds. 3.10 Current and deferred income taxation Income tax expense for the period comprises current and deferred tax. Income tax is recognised in net profit, except to the extent that it relates to items recognised directly in OCI where the income tax is recognised in OCI. Current income tax assets and liabilities for the current period are calculated on the basis of the tax laws enacted or substantively enacted at the end of each reporting period in the jurisdictions where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken with respect to situations in which applicable tax regulations are subject to interpretation. 166 Annual Report 2023 | Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 3 SUMMARY OF OTHER ACCOUNTING POLICIES (continued) 3.10 Current and deferred income taxation (continued) Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Substantively enacted tax rates are used in the determination of deferred income tax. Deferred income tax is provided on temporary differences arising on investments in subsidiaries, associates and joint ventures except where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not be reversed in the foreseeable future. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Conversely, previously unrecognised deferred tax assets are reassessed by the end of each reporting period and are recognised to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Deferred tax assets and deferred tax liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the end of the reporting period. Deferred tax assets and deferred tax liabilities are offset if and only if the Group has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income tax levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered. 3.11 Provisions and contingencies Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognised for future operating losses. A contingent liability is not recognised in the consolidated statement of financial position but is disclosed in the notes to the consolidated financial statements. When a change in the probability of an outflow occurs so that such outflow is probable and can be reliably measured, it will then be recognised as a provision. 168 Annual Report 2023 | Financial Report 2.8 Insurance Contracts (continued) (i) Insurance revenue For contracts not measured using the premium allocation approach, amortisation of insurance acquisition cash flows is reflected in insurance service expenses in the same amount as insurance acquisition cash flows recovery reflected within insurance revenue. For contracts measured using the premium allocation approach, amortisation of insurance acquisition cash flows is based on the passage of time. (iii) Allocation of reinsurance premiums paid The Group recognises the reduction in the asset for remaining coverage because of insurance contract services received from the reinsurer in the period as allocation of reinsurance premiums paid. The Group treats amounts from the reinsurer that it expects to receive that are not contingent on claims of the underlying contracts as the reduction to the allocation of reinsurance premiums paid. Allocation of reinsurance premiums paid excludes any investment components of the reinsurance contracts held. (iv) Amounts recovered from reinsurers The increase in the carrying amount of the incurred claims for reinsurance contracts held incurred due to the incurred claims and other directly attributable expenses in the current period, as well as the subsequent changes in the related fulfilment cash flows, are recognised as the amounts recovered from reinsurers. The Group does not include the investment component of the reinsurance contracts held when recognising the amounts recovered from reinsurers. (v) Financial changes in insurance contracts Insurance finance income or expenses comprises the change in the carrying amount of the group of insurance contract liabilities and reinsurance contract assets arising from: (a) the effect of the time value of money and changes in the time value of money; (b) the effect of financial risk and changes in financial risk. 160 Annual Report 2023 | Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) 2.8 Insurance Contracts (continued) 2.8.10 Presentation (continued) (v) Financial changes in insurance contracts (continued) The Group disaggregates the financial changes in insurance contracts into insurance finance income or expenses from insurance contracts issued reinsurance finance income or expenses from reinsurance contracts held and other comprehensive income. For the contracts not measured using the variable fee approach, the changes in carrying amount of insurance contract liabilities arising from the financial risk changing, such as discount rate, are recognised in other comprehensive income; For the contracts measured using the variable fee approach, insurance finance income or expenses equal to the amounts that can eliminate accounting mismatches arising from profit or loss from underlying items, and the remainders are recognised in other comprehensive income. 2.8.11 The effect of accounting estimates made in interim financial statements For the treatment result of accounting estimates for insurance contracts and reinsurance contracts held made in interim financial statements, the Group has elected to adjust it in subsequent interim periods or in the annual reporting period. 2.8.12 Transition date approach (d) changes that relate to future service - onerous contract losses or reversals of those losses. As at 1 January 2022, the Group applied IFRS 17 retroactively. When it was impracticable to use the full retrospective approach, the modified retrospective approach or the fair value approach were adopted by the Group. In accordance with IFRS 17, the comparative financial statements of the Group have been restated. (c) changes that relate to past service – changes in the fulfilment cash flow relating to the liabilities for incurred claims; and (a) claims and other related expenses incurred in the period, excluding investment components; - repayments of investment components; - amounts that relate to transaction-based taxes collected on behalf of third parties; and - insurance acquisition cash flows. the changes in the risk adjustment for non-financial risk, excluding: - changes included in insurance finance income or expenses; - changes that relate to future service that adjust the contractual service margin; and - amounts allocated to the loss component. • amounts of the contractual service margin amortised; and • other. (b) The Group determines insurance service expenses related to insurance acquisition cash flows in a systematic way on the basis of the passage of time. The Group recognises the same amount as insurance revenue to reflect the portion of the premiums that relate to recovering those cash flows. For groups of insurance contracts measured using the premium allocation approach, the Group recognises insurance revenue based on the passage of time over the coverage period of a group of contracts. Annual Report 2023 | Financial Report 159 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) 2.8 Insurance Contracts (continued) 2.8.10 Presentation (continued) (ii) Insurance service expenses The Group recognises the increase in the liabilities for incurred claims because of claims and expenses incurred in the period and any subsequent changes in fulfilment cash flows relating to incurred claims and incurred expenses as insurance service expenses. Insurance service expenses include the following: (b) amortisation of insurance acquisition cash flows; 2.8.10 Presentation (i) Modified retrospective approach For contracts without direct participation features, the Group determines the contractual service margin or loss component of the liabilities for remaining coverage at the transition date as: Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 3 SUMMARY OF OTHER ACCOUNTING POLICIES (continued) 3.3 Derivative instruments Derivatives are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at their fair value. The resulting gain or loss of derivative financial instruments is recognised in net profit. All derivatives are carried as financial assets when fair value is positive and as financial liabilities when fair value is negative. Embedded derivatives that are not closely related to their host contract (which is not an asset regulated by the Financial Instruments Standard) and that meet the definition of a derivative are separated and fair valued through profit or loss. 3.4 Property, plant and equipment Property, plant and equipment, are stated at historical costs less accumulated depreciation and any accumulated impairment losses, except for those acquired prior to 30 June 2003, which are stated at deemed cost less accumulated depreciation and any accumulated impairment losses. Depreciation The historical costs of property, plant and equipment comprise its purchase price, including import duties and non-refundable purchase taxes, and any directly attributable costs of bringing the asset to its working condition and location for its intended use. Expenditure incurred after terms of property, plant and equipment have been put into operation, such as repairs and maintenance, is normally charged to the statement of comprehensive income in the period in which it is incurred. In situations where the recognition criteria are satisfied, the expenditure for a major inspection is capitalised in the carrying amount of the assets as a replacement. Where significant parts of property, plant and equipment are required to be replaced at intervals, the Group recognises such parts as individual assets with specific useful lives and depreciates them accordingly. Depreciation is computed on a straight-line basis to write down the cost of each asset to its residual value over its estimated useful lives as follows: Buildings Office equipment, furniture and fixtures Motor vehicles Leasehold improvements Estimated useful lives claims and other related expenses incurred in the period measured at the amounts expected at the beginning of the period, excluding: • • (a) Amounts related to the changes in the liabilities for remaining coverage; For contracts not measured using the premium allocation approach, insurance revenue includes the following: The amount of insurance revenue recognised in the reporting period depicts the transfer of promised services at an amount that reflects the portion of consideration that the Group expects to be entitled to in exchange for those services. The Group recognises the reduction in the liabilities for remaining coverage because of services provided in the period as insurance revenue. 162 Annual Report 2023 | Financial Report Contracts without direct participation features The Company's functional currency is RMB. Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. The reporting currency of the consolidated financial statements of the Group is RMB. Transactions in foreign currencies are translated at the exchange rates ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rates ruling at the end of the reporting period. Exchange differences arising in these cases are recognised in net profit. The Group's operating segments are presented in a manner consistent with the internal management reporting provided to the operating decision maker - president office for deciding how to allocate resources and for assessing performance. Operating segment refers to the segment within the Group that satisfies the following conditions: i) the segment generates income and incurs costs from daily operating activities; ii) management evaluates the operating results of the segment to make resource allocation decision and to evaluate the business performance; and iii) the Group can obtain relevant financial information of the segment, including financial condition, operating results, cash flows and other financial performance indicators. (a) the Group estimates the future cash flows at the date of initial recognition of a group of insurance contracts as the amount of the future cash flows at the transition date, adjusted by the cash flows that occurred between the date of initial recognition of a group of insurance contracts and the transition date; (b) the risk adjustment for non-financial risk on initial recognition was determined by adjusting the amount at transition date or earlier date (if applicable) for the expected release of risk before transition date. The expected release of risk was determined with reference to the release of risk for similar insurance contracts that the Group issued at transition date; (c) When the Group recognises contractual service margin at initial recognition, interest accreted on the carrying amount of the contractual service margin during the period, measured at the discount rates determined on initial recognition. The amount of the contractual service margin recognised in profit or loss before transition date was determined by comparing the remaining coverage units at transition date with the coverage units provided under the group of contracts before that date; and (d) When the Group recognises the loss component at initial recognition, the amount allocated to the loss component before transition date is determined on a systematic and rational basis. Annual Report 2023 | Financial Report 161 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 2 SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) 2.8 Insurance Contracts (continued) 2.8.12 Transition date approach (continued) (i) Modified retrospective approach (continued) Contracts with direct participation features For contracts with direct participation features, the Group determines the contractual service margin or loss component of the liabilities for remaining coverage at the transition date as: (a) based on the amount that fair value of the underlying items minus the fulfilment cash flows at transition date and appropriately adjusted the relevant cash flow and non-financial risk adjustment before transition date; (b) if (a) result in a contractual service margin, the amount of the contractual service margin recognised in profit or loss before transition date was determined by comparing the remaining coverage units at transition date with the coverage units provided under the group of contracts before that date; (c) if (a) result in a loss component, the Group adjust the loss component to nil and increase the liabilities for remaining coverage excluding the loss component by the same amount. (ii) Fair value approach For the groups of contracts that are measured using the fair value approach, the Group determines the contractual service margin or loss component of the liabilities for remaining coverage at transition date as the difference between the fair value of a group of contracts at that date and the fulfilment cash flows at that date. The fair value of the group of contracts is calculated using the present value method, based on reasonable and supportable information available at the transition date. 3 SUMMARY OF OTHER ACCOUNTING POLICIES 3.1 Segment reporting 3.2 Foreign currency translation - amounts allocated to the loss component; - 56,125 1,773 Total liabilities for incurred claims risk adjustment for non-financial risk and discounting, etc. Effect of indirect claims expenses, 7 before 2019 Total liabilities - Accident years 23,041 21,417 1,173 320 102 29 2019 to 2023 Total liabilities - Accident years from (248,363) (39,479) (51,521) (55,075) (51,132) (51,156) Accumulated claims expenses paid 51,185 4 years later 51,234 51,570 3 years later 55,395 51,938 24,821 51,540 Annual Report 2023 | Financial Report 175 5 RISK MANAGEMENT (continued) Investment in equity instruments at fair or loss Financial assets at fair value through profit Equity investments Financial assets As at 31 December 2023 The following table summarises primary financial assets and financial liabilities denominated in currencies other than RMB as at 31 December 2023 and 31 December 2022, expressed in RMB equivalent: Currency risk is the volatility of fair value or future cash flows of financial instruments resulted from changes in foreign currency exchange rates. The Group's currency risk exposure mainly arises from cash and cash equivalents, term deposits, debt investments, equity investments, interest-bearing loans and other borrowings denominated in currencies other than the functional currency, such as US dollar, HK dollar, GB pound and EUR. (iii) Currency risk As at 31 December 2023, if the prices of all the Group's equity investments had increased or decreased by 10% with all other variables held constant, profit before income tax for the year would have been RMB68,496 million or RMB68,842 million (as at 31 December 2022: RMB4,047 million or RMB4,618 million) higher or lower, respectively, mainly as a result of the fair value gains or losses on equity investments at fair value through profit or loss and the change of insurance contract liabilities. Other comprehensive income before income tax would have been RMB1,775 million or RMB1,795 million lower or higher (as at 31 December 2022: RMB43,381 million or RMB43,857 million higher or lower), respectively, mainly as a result of fair value gains or losses on investment in equity instruments at fair value through other comprehensive income, and the change of insurance contract liabilities. The Group manages price risk by holding an appropriately diversified investment portfolio as permitted by laws and regulations designed to reduce the risk of price concentration in any one specific industry or issuer. Price risk arises mainly from the volatility of prices of equity investments held by the Group. Prices of equity investments are determined by market forces. The Group is subject to increased price risk mainly because China's capital markets are relatively volatile. The Group's insurance contracts using the variable fee approach are exposed to price risk. (ii) Price risk 5.2.1 Market risk (continued) 5.2 Financial risk (continued) 5 RISK MANAGEMENT (continued) For the year ended 31 December 2023 Notes to the Consolidated Financial Statements (continued) 176 Annual Report 2023 | Financial Report The sensitivity analysis for interest rate risk illustrates how changes in interest income, the fair value of future cash flows of a financial instrument, insurance contract liabilities and other items will fluctuate because of changes in market interest rates. As at 31 December 2023, if market interest rates were 50 basis points higher or lower with all other variables held constant, profit before income tax for the year would have been RMB6,026 million or RMB14,179 million (as at 31 December 2022: RMB8,633 million or RMB15,191 million) higher or lower, respectively, mainly as a result of higher or lower interest income on floating rate cash and cash equivalents, term deposits, statutory deposits-restricted and debt investments and the fair value gains or losses on debt investments at fair value through profit or loss and changes in insurance contract liabilities. Other comprehensive income before income tax would have been RMB9,899 million or RMB20,803 million (as at 31 December 2022: RMB126,190 million or RMB137,367 million) higher or lower, respectively, mainly as a result of the fair value gains or losses on investment in debt instruments at fair value through other comprehensive income, and the change of insurance contract liabilities. The Group manages interest rate risk through adjustments to portfolio structure and duration, and, to the extent possible, by monitoring the mean duration of its assets and liabilities. Interest rate risk refers to the risk that the value of financial instruments and the measurement results of insurance contracts will fluctuate due to changes in market interest rates. The Group's financial assets are principally comprised of term deposits, debt investments which are exposed to interest rate risk. Changes in the level of interest rates could have a significant impact on the Group's investment return, as well as an impact on the measurement of the Group's insurance contracts and reinsurance contracts held. (i) Interest rate risk 5.2.1 Market risk The sensitivity analyses below are based on a change in an assumption while holding all other assumptions constant. In practice this is unlikely to occur, and changes in some of the assumptions may be correlated, such as change in interest rate and change in market price. The Group manages financial risk by holding an appropriately diversified investment portfolio as permitted by laws and regulations designed to reduce the risk of concentration in any one specific industry or issuer. The structure of the investment portfolio held by the Group is disclosed in Note 11. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. Risk management is carried out by a designated department under policies approved by management. The responsible department identifies, evaluates and manages financial risks in close cooperation with the Group's operating units. The Group provides written principles for overall risk management, as well as written policies covering specific areas, such as managing market risk, credit risk, and liquidity risk. The Group's activities are exposed to a variety of financial risks. The key financial risk is that proceeds from the sale of financial assets will not be sufficient to fund the obligations arising from the Group's insurance and investment contracts. The most important components of financial risk are market risk, credit risk and liquidity risk. 5.2 Financial risk Notes to the Consolidated Financial Statements (continued) 2 years later Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 5 RISK MANAGEMENT (continued) 5.1 Insurance risk (continued) 5.1.1 Types of insurance risks (continued) Experience shows that the larger the portfolio of similar insurance contracts, the smaller the relative variability of the expected outcome will be. In addition, a more diversified portfolio is less likely to be affected across the board by a change in any subset of the portfolio. The Group has developed its insurance underwriting strategy to diversify the types of insurance risks accepted and within each of these categories to achieve a sufficiently large population to reduce the variability of the expected outcome. The Group manages insurance risks through two types of reinsurance agreements, ceding on a quota share basis or a surplus basis, to cover insurance liability risk. Reinsurance contracts cover almost all products, which contain risk liabilities. The products reinsured include: life insurance, accident and health insurance or death, disability, accident, illness and assistance in terms of product category or function, respectively. These reinsurance agreements spread insured risk to a certain extent and reduce the effect of potential losses to the Group. However, the Group's direct insurance liabilities to the policyholder are not eliminated because of the credit risk associated with the failure of reinsurance companies to fulfil their responsibilities. 5.1.2 Concentration of insurance risks Currently, the Group's insurance operation is mainly located in the PRC. There are no significant differences among the regions where the Group underwrites insurance contracts. The major products of the Group's life insurance contracts are listed below: Product name For the year ended 31 December 2023 2022 RMB million % RMB million % Premiums of life insurance contracts (i) Xin Xiang Wei Lai Participating Endowment (a) Kang Ning Whole Life (b) Fu Lu Shuang Xi Participating Endowment (c) Sheng Shi Zun Xiang Annuity (d) Mei Man Yi Sheng Annuity (e) Others (f) Total 38,632 6.84% 5 0.00% 11,233 1.99% For the year ended 31 December 2023 Notes to the Consolidated Financial Statements (continued) 170 Annual Report 2023 | Financial Report The business of the Group mainly comprises life insurance contracts and non-life insurance contracts. For life insurance contracts, the most significant factor is constant improvement in medical and social conditions that would help prolong life span. Insurance risk is also affected by policyholders' rights to terminate contracts, reduce premiums, refuse to pay premiums or exercise annuity conversion rights. Thus, insurance risk is also subject to policyholders' behaviours and decisions. For non-life insurance contracts, the significant factors that could increase the overall frequency of claims are epidemics, profound changes in lifestyles, natural disasters, and accidents resulting in earlier or more claims than expected. The Group manages insurance risk through underwriting strategies, reinsurance arrangements and claims handling. 4 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (continued) 4.2 Financial instruments (continued) 4.2.1 Classification of financial assets (continued) The Group's assessment of the business model is performed on a financial asset portfolio basis, and determined on the basis of scenarios which are reasonably expected to occur, taking into account: how cash flows were realised in the past, how the performance are evaluated and reported to the entity's key management personnel; the risks that affect the performance and the way in which those risks are assessed and managed; and how managers of the business are compensated, etc. When assessing whether contractual cash flow characteristics of financial assets are consistent with basic lending arrangement, key judgements made by the Group include: the possibility of changes in timing or amount of the principal during the duration due to reasons such as early repayment; whether interest only includes considerations for time value of money, credit risks, other basic lending risks, costs and profits. For example, whether the prepayment amount only reflects the principal outstanding and the interest on the principal outstanding, as well as the reasonable compensation for the early termination of the contract. 4.2.2 Measurement of ECL The Group calculates ECL through default risk exposure and ECL rate, and determines the ECL rate based on default probability and default loss rate. In determining the ECL rate, the Group uses data such as internal historical credit loss experience, and adjusts historical data based on current conditions and forward-looking information. 4.2.3 Fair value of financial instruments Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When the fair values of financial assets and liabilities cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques which require a degree of judgements. The methods and assumptions used by the Group in measuring the fair value of financial instruments are as follows: Debt investments: fair values are generally based upon current bid prices. Where current bid prices are not readily available, fair values are estimated using either prices observed in recent transactions, values obtained from current bid prices of comparable investments or valuation techniques when the market is not active. Equity investments: fair values are generally based upon current bid prices. Where current bid prices are not readily available, fair values are estimated using either prices observed in recent transactions or commonly used market pricing models. Financial assets purchased under agreements to resell, term deposits, interest-bearing loans and other borrowings, and financial assets sold under agreements to repurchase: the carrying amounts of these assets in the statement of financial position approximate fair value. For the description of valuation techniques, please refer to Note 5.4. Using different valuation techniques and parameter assumptions may lead to some differences of fair value estimations. 4.3 Impairment of investments in associates and joint ventures US dollar HK dollar The Group assesses whether there are any indicators of impairment for investments in associates and joint ventures at the end of each reporting period. Investments in associates and joint ventures are tested for impairment when there are indicators that the carrying amounts may not be recoverable. An impairment exists when the carrying value of investments in associates and joint ventures exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The calculation of the fair value less costs of disposal is based on available data from binding sales transactions in an arm's length transaction of similar assets or observable market prices less incremental costs for disposing of investments in associates and joint ventures. When value in use calculations are undertaken, the Group must estimate the expected future cash flows from investments in associates and joint ventures and choose a suitable discount rate in order to calculate the present value of those cash flows. Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 4 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (continued) 4.4 Income tax The Group is subject to income tax in numerous jurisdictions. During the normal course of business, certain transactions and activities for which the ultimate tax determination is uncertain, the Group needs to exercise significant judgement when determining the income tax. If the final settlement results of the tax matters are different from the amounts recorded, these differences will impact the final income tax expense and deferred tax for the period. 4.5 Determination of control over investee The Group applies its judgement to determine whether the control indicators set out in Note 2.2 indicate that the Group controls structured entities such as funds and asset management products. The Group issues certain structured entities (e. g. funds and asset management products), and acts as a manager for such entities according to the contracts. In addition, the Group may be exposed to variability of returns as a result of holding shares of the structured entities. Determining whether the Group controls such structured entities usually focuses on the assessment of the aggregate economic interests of the Group in the entities (including any carried interests and expected management fees) and the decision-making rights on the entity. As at 31 December 2023, the Group has consolidated some funds issued and managed by the Company's subsidiary, China Life AMP Asset Management Company ("CL AMP"), some debt investment schemes and asset management products issued and managed by the Company's subsidiary, China Life Asset Management Company Limited ("AMC") and some trust schemes and debt investment schemes issued and managed by third parties in the consolidated financial statements. Please refer to Note 33(b) for the details. 5 RISK MANAGEMENT Risk management is carried out by the Company's Risk Management Committee under policies approved by the Company's Board of Directors. The Group issues contracts that transfer insurance risk or financial risk or both. This section summarises these risks and the way the Group manages them. 5.1 Insurance risk 5.1.1 Types of insurance risks The risk under any one insurance contract is the possibility that an insured event occurs and the uncertainty about the amount of the resulting claim. By the very nature of an insurance contract, this risk is random and therefore unpredictable. For a portfolio of insurance contracts where the theory of probability is applied to the pricing and provisioning, the main risk to the Group is that actual claims are paid in excess of the carrying value of the insured liability. This occurs when the frequency or severity of claims and benefits exceeds the estimates. Insurance events are random, and the actual number of claims and the amount of benefits paid will vary each year from estimates established using statistical techniques. Annual Report 2023 | Financial Report 169 13,247 GB pound Others 314 3 7 8 296 Securities at fair value through profit or loss 6,692 6,692 Available-for-sale securities 1,278 1,278 Loans 206 206 Held-to-maturity securities Debt securities 7,595 874 1,212 394 614 4,501 Securities at fair value through profit or loss 68,733 58,413 10,320 Available-for-sale securities Equity securities Financial assets Term deposits RMB million 2,176 Cash and cash equivalents 178 Annual Report 2023 | Financial Report Credit risk is controlled by the application of credit approvals, limits and monitoring procedures. The Group manages credit risk through in-house research and analysis of the Chinese economy and the underlying obligors and transaction structures. Where appropriate, the Group obtains collateral in the form of rights to cash, securities, property, equipment and so on to lower the credit risk. Credit risk is the risk that one party of a financial transaction or the issuer of a financial instrument will fail to discharge its obligation and cause another party to incur a financial loss. Because the Group's investment portfolio is restricted to the types of investments as permitted by the National Financial Regulatory Administration ("NFRA") and a significant portion of the portfolio is in government bonds, government agency bonds, corporate bonds with higher credit rating and term deposits with the state-owned commercial banks, the Group's overall exposure to credit risk is relatively low. As at 31 December 2023, if RMB had strengthened or weakened by 10% against US dollar, HK dollar, GB pound, EUR and other foreign currencies, with all other variables held constant, profit before income tax for the year would have been RMB7,738 million (as at 31 December 2022: RMB927million) lower or higher, respectively, mainly as a result of foreign exchange losses or gains on translation of US dollar, HK dollar, GB pound, EUR and other foreign currencies denominated financial assets and financial liabilities other than equity instruments at fair value through other comprehensive income included in the table above. Other comprehensive income before tax recognised in equity instruments at fair value through other comprehensive income would have been RMB889 million (31 December 2022: RMB6,820 million) lower or higher due to the foreign exchange. The actual exchange losses in 2023 were RMB380 million (2022: exchange losses in RMB69 million). 5.2.2 Credit risk 12,255 12,255 3,192 2,307 3,192 2,307 6,756 Total 6,756 Interest-bearing loans and other borrowings Financial liabilities 90,256 884 1,355 610 59,089 28,318 Total 3,262 7 136 208 62 62 2,849 2,176 Total Others EUR 2,575 Cash and cash equivalents 2,850 2,850 Term deposits 189 189 amortised cost Investment in debt instruments at 237 237 through other comprehensive income Investment in debt instruments at fair value - 21 14 5 6,43 6,395 or loss Financial assets at fair value through profit Debt investments 8,886 8,886 value through other comprehensive income 64,840 1,074 1,426 541 40,871 20,928 RMB million Total 99 52 102 2 GB pound HK dollar US dollar As at 31 December 2022 (iii) Currency risk (continued) 5.2.1 Market risk (continued) 5.2 Financial risk (continued) 5 RISK MANAGEMENT (continued) For the year ended 31 December 2023 Notes to the Consolidated Financial Statements (continued) Annual Report 2023 | Financial Report 177 12,857 12,857 3,378 EUR 2,495 2,495 6,984 Total 6,984 Interest-bearing loans and other borrowings Financial liabilities 86,267 1,081 1,542 614 49,856 33,174 Total 2,830 3,378 53,416 52,694 2.45% 0.90% 3,285 Lapse rate Decrease by 10% (2,606) (2,322) (5,562) (5,340) (918) (672) (3,508) (3,315) Sensitivity analysis of contracts measured using the premium allocation approach Changes in factors such as the amount of contractual claims measured using the premium allocation approach have the potential to affect changes in the assumed level of the reserve for outstanding claims, which in turn affects the simultaneous changes in the liabilities for incurred claims. If holding all other variables constant, the Group considers the following expected effect of changes in claim ratios assumption on consolidated profit before income tax for the year. Without considering the ceded business, holding all other variables constant, if claim ratios are 100 basis points higher or lower than the current assumption, the consolidated pre-tax profit is expected to be RMB249 million (as at 31 December 2022: RMB266 million) lower or higher, respectively; With consideration of ceded business, holding all other variables constant, if claim ratios are 100 basis points higher or lower than the current assumption, the consolidated pre-tax profit is expected to be RMB238 million (as at 31 December 2022: RMB252 million) lower or higher, respectively. 174 Annual Report 2023 Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 5 RISK MANAGEMENT (continued) 5.1 Insurance risk (continued) 5.1.3 Sensitivity analysis (continued) Sensitivity analysis of contracts measured using the premium allocation approach (continued) The following table indicates the claim development for contracts measured using the premium allocation approach without taking into account the impacts of ceded business: Contracts measured using the premium allocation approach (accident year) Estimated accumulated undiscounted claims expenses (before reinsurance) 2019 2020 3,468 2021 529 5,294 After reinsurance RMB million RMB million Mortality/Morbidity rate Increase by 10% (5,407) (3,556) (4,928) (3,184) (4,773) (3,436) (3,509) (2,219) Mortality/Morbidity rate Decrease by 10% 5,540 3,651 5,299 3,471 4,920 3,563 3,734 2,388 Lapse rate Increase by 10% 2,499 2,229 5,505 762 2022 RMB million 2023 21,973 24,104 Total liabilities - Accident years before 2019 7 Effect of indirect claims expenses, risk adjustment for non-financial risk and discounting, etc. Total liabilities for incurred claims 2,610 26,721 The following table indicates the claim development for contracts measured using the premium allocation approach with taking into account the impacts of ceded business: Contracts measured using the premium allocation approach (accident year) 2019 2020 2021 2022 RMB million 2023 Total Estimated accumulated undiscounted claims expenses (after reinsurance) Year end 50,012 52,774 56,651 1 year later 51,611 52,405 1,659 339 104 29 Total Year end 1 year later 2 years later 50,564 53,369 57,727 55,256 62,411 52,248 53,202 57,642 54,879 52,197 Before reinsurance 52,769 3 years later 52,239 52,043 4 years later 51,842 Accumulated claims expenses paid (51,813) (51,939) (56,551) (53,220) (40,438) (253,961) Total liabilities - Accident years from 2019 to 2023 56,890 5,065 reinsurance After 82.79% 114,430 100.00% 1111 2.49% 5,453 3,800 6.27% 4.37% 0.58% 2,616 74,594 3.01% 85.77% 86,964 100.00% Annual Report 2023 | Financial Report 171 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 5 RISK MANAGEMENT (continued) 5.1 Insurance risk (continued) 5.1.2 Concentration of insurance risks (continued) As at 31 December 2023 As at 31 December 2022 RMB million % RMB million % Liabilities of life insurance contracts (i) Xin Xiang Wei Lai Participating Endowment (a) 28,876 0.68% 4 0.00% 94,723 Kang Ning Whole Life (b) 2,854 Mei Man Yi Sheng Annuity (e) Others (f) 9,379 1.73% 61 0.01% 7,492 1.39% 19 0.00% 14 0.00% 509,867 90.26% 510,789 94.43% 564,877 100.00% 540,926 100.00% Insurance benefits of life insurance contracts (i) Xin Xiang Wei Lai Participating Endowment (a) Kang Ning Whole Life (b) 6,618 0.02% 5.78% Fu Lu Shuang Xi Participating Endowment (c) 3,053 2.67% Sheng Shi Zun Xiang Annuity (d) 7,157 6.25% Total 392,552 9.24% 386,218 (d) Sheng Shi Zun Xiang Annuity is an annuity insurance contract with the options for regular premium of 3 years or 5 years paid annually or monthly. The insurance period is 20 years. This product is applicable to healthy policyholders between 28-day-old and 70-year-old. If the insured survives on the first and second annual effective dates after the contract has been in force for five policy years, a special survival benefit shall be paid according to the following provisions: for a premium payment period of three years, a special survival benefit shall be paid according to 48% and 12% of the annual premium determined by the contract's basic insurance amount; for a premium payment period of five years, a special survival benefit shall be paid according to 60% and 40% of the annual premium determined by the contract's basic insurance amount. If the insured survives until the effective date of the contract, the annuity shall be paid at the basic insurance amount every year from the first effective date of the contract after the contract has been in force for seven policy years until the expiration of the insurance period of the contract. If the insured survives until the effective date of the year in which the insurance period of the contract expires, the contract shall terminate, and the maturity benefit shall be paid according to the premiums paid (excluding interest). If the insured dies during the insurance period, the contract shall terminate, and the death benefit shall be paid according to the greater value of the premiums paid at the time of the insured's death (excluding interest) minus the sum of the special survival benefit paid and the cash value. (e) Mei Man Yi Sheng Annuity is a participating annuity insurance contract with annual premium payment method and four types of premium payment periods: 3 years, 5 years, 8 years and 12 years. The insurance period is from the effective date of the contract to the effective date of the year when the insured reaches the age of 75. Any person between 30 days and 60 years old and in good health can be the insured person. From the effective date of the contract to the date corresponding to the effective date of the year when the insured reaches the age of 74. If the insured is alive, the annuity of care will be paid every year on the effective date of the contract according to the following provisions: The annuity of care is the basic insurance amount multiplied by the period of payment (number of years) multiplied by 1%. The contract shall be terminated on the effective date of the year in which the insured survives until he reaches the age of 75, and the expiration benefit shall be paid according to the following provisions: The expiration benefit is the basic insurance amount multiplied by the payment period (number of years). If the insured dies due to illness within 2 years from the effective (or re-effective) date of the contract, the death benefit shall be paid according to the premium paid (without interest), and the contract shall terminate. If the insured dies due to accidental injury or dies due to illness 2 years after the effective (or re-effective) date of the contract, the death benefits shall be paid in accordance with the following provisions and the contract shall be terminated. The death benefit is the basic insurance amount multiplied by the number of years paid at the time of death multiplied by 110%. (f) Others consist of various life insurance contracts with no significant concentration. Annual Report 2023 | Financial Report 173 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 5 RISK MANAGEMENT (continued) 5.1 Insurance risk (continued) 5.1.3 Sensitivity analysis Sensitivity analysis of contracts not measured using the premium allocation approach Significant assumptions involved in calculation of insurance contract liabilities include mortality, morbidity, lapse rate and discount rate, etc. If holding all other variables constant, the Group considers the expected effect of changes in assumptions on mortality, morbidity and lapse rate on consolidated profit before income tax and consolidated other comprehensive income before income tax for the year, and considers the effect of risk mitigation on insurance contracts and reinsurance contracts held, as follows. For effect of changes in assumption on discount rate, please refer to Note 5.2.1(i). For the year ended 31 December 2023 2022 Assumptions Changes in assumptions Effect on profit before income tax Effect on other comprehensive income before income tax Effect on profit before Effect on other comprehensive income tax income before income tax Before After reinsurance reinsurance Before reinsurance After reinsurance Before (c) Fu Lu Shuang Xi Participating Endowment is a participating insurance contract with the options for regular premium of 3 years, 5 years and 10 years paid annually, semi-annually, quarterly or monthly. Its insured period extends from the effective date of the insurance contract to the corresponding date of the year when the policyholders turn 75-year-old. This product is applicable to healthy policyholders between 30-day-old and 60-year-old. Starting from the effective date of the insurance contract, the survival benefit is paid every two policy years on the corresponding date at 10% of the basic sum insured. If death incurred over insured period, the contract terminates and death benefit is paid at death benefit amount. If the policyholders live to the annual corresponding effective date of the expiration period, the contract terminates and maturity benefit is paid at maturity benefit amount. 5.1.2 Concentration of insurance risks (continued) 60,896 5 RISK MANAGEMENT (continued) 10.06% Fu Lu Shuang Xi Participating Endowment (c) 184,863 4.35% 181,523 4.73% Sheng Shi Zun Xiang Annuity (d) 48,176 1.13% 54,528 1.42% Mei Man Yi Sheng Annuity (e) Others (f) 154,698 3.64% reinsurance 158,469 Total 3,440,644 4,249,809 80.96% 3,060,157 79.66% 100.00% 3,840,899 100.00% (i) The premiums, the current amount of insurance benefits and the ending balance of liabilities are data under the Chinese Accounting Standards for Business Enterprises ("ASBE"). (a) Xin Xiang Wei Lai Participating Endowment is a participating endowment insurance contract. It provides two options with regards to payment of premiums, i.e., one-off payment or regular payments in 3 years or 5 years. The insurance period is divided into 8 years and 10 years. This product is applicable to healthy policyholders between 28-day-old and 72-year-old. From the first effective date after the fifth policy year to the expiration period, if the insured lives to the annual corresponding effective date, a survival benefit shall be paid according to the following provisions: If the payment is made in the form of single premium, 20% of the annual premium as determined by the contract's basic insurance amount shall be paid. If the payment period is three years, 60% of the annual premium as determined by the contract's basic insurance amount shall be paid. If the payment period is five years, 100% of the annual premium paid as determined by the contract's basic insurance amount shall be paid. If the insured lives to the annual corresponding effective date of the expiration period, the contract shall terminate, and the maturity benefit shall be paid at the basic sum insured. If the insured dies from the effective date of the contract to the effective date of the year in which the insured reaches the age of 18, the death benefit shall be paid at the greater value of the insurance premium (excluding interest) and cash value paid by the insured at the time of death. If the insured dies on the effective date of the year in which the insured reaches the age of 18, the contract shall terminate, and the death benefit shall be paid according to the following provisions: if the insured dies before the effective date of the year in which the insured reaches the age of 41, the death benefit shall be paid at 160% of the insurance premium (excluding interest) paid at the time of the insured's death; from the effective date of the year in which the insured reaches the age of 41 to the effective date of the year in which the insured dies before the effective date of the year in which the insured reaches the age of 61, the death benefit shall be paid at 140% of the insurance premium (excluding interest) paid at the time of the insured's death; the death benefit shall be paid at 120% of the insurance premium (excluding interest) paid at the time of the insured's death on and after the effective date of the year in which the insured reaches the age of 61. (b) Kang Ning Whole Life is a whole life insurance contract with the options for single premium or regular premium of 10 years or 20 years and the payment methods of insurance are divided into single payment, annual payment, and semi- annual payment. This product is applicable to healthy policyholders under 70-year-old. The critical illness benefit is paid at 200% of the basic sum insured. If the critical illness benefits are paid within the payment period, the insurance premium of each subsequent period shall be exempted, and the contract shall continue to be valid from the date of the payment of the critical illness benefits. Both death and disability benefits are paid at 300% of the basic sum insured less any critical illness benefits paid. 172 Annual Report 2023 | Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 4.13% 5.1 Insurance risk (continued) For the year ended 31 December 2023 5.2 Financial risk (continued) 2,988 4,604 988 4,063 Reinsurance contract assets Statutory deposits - restricted 100,235 226,337 195,048 Term deposits 3,306,607 118,063 78,902 137,926 333,258 Loans 422,088 467,372 264,690 Debt securities 890,926 187,138 114,391 201,044 - 315,435 11,860 218,911 230,771 Subordinated bonds 1,718 3,047 Others 39,388 agreements to resell 27,090 (6) 8 307,043 Net cash inflow/(outflow) Sub-total Lease liabilities Bonds payable borrowings Interest-bearing loans and other through profit or loss Financial liabilities at fair value agreements to repurchase Securities sold under Reinsurance contract liabilities Insurance contract liabilities liabilities Financial and insurance 3,464,058 605,990 835,901 1,019,966 890,926 Sub-total 127,594 Cash and cash equivalents 290 52,161 38,548 Accrued investment income Securities purchased under Investment in equity instruments at fair value through other comprehensive income Common stocks profit or loss Total 188 Annual Report 2023 | Financial Report (13,878) (13,878) (13,878) (13,878) Equity securities Financial and insurance assets RMB million years Later than 5 Later than 3 years but not later than 5 years Later than 1 year but not later than 3 years Not later than 1 year Without maturity Contractual and expected cash flows (undiscounted) As at 31 December 2022 5.2.3 Liquidity risk (continued) 5.2 Financial risk (continued) 5 RISK MANAGEMENT (continued) For the year ended 31 December 2023 Notes to the Consolidated Financial Statements (continued) 182 Annual Report 2023 | Financial Report (8,454,628) (4,310,312) (22) (89) (318,074) 309,829 13,787 826,711 874,057 Financial liabilities at fair value through Liabilities measured at fair value 4,587,549 100,068 14,273 514 14,787 Preferred stocks 50,445 50,445 Others 32,577 10,579 29,617 72,773 Investment in debt instruments at fair value through other comprehensive income Government bonds (273,556) 250,592 184,458 244,238 1,533,140 494,830 1,717,598 Corporate bonds Subordinated bonds/debts 399,469 408,921 Others 22,268 2,631 22,752 Total 1,292,496 2,688,048 97,437 607,005 Government agency bonds 1,085,723 (7,787,599) (145) (3,344) Fair value measurement using Corporate bonds Government agency bonds. Government bonds Debt investments Others Common stocks Funds Equity investments or loss Financial assets at fair value through profit The following table presents the Group's quantitative disclosures of the fair value measurement hierarchy for assets and liabilities measured at fair value as at 31 December 2023: 5.4 Fair value hierarchy (continued) 5 RISK MANAGEMENT (continued) For the year ended 31 December 2023 Notes to the Consolidated Financial Statements (continued) Annual Report 2023 | Financial Report 187 As at 31 December 2023, assets classified as Level 2 accounted for 58.60% of assets measured at fair value on a recurring basis. They primarily include certain debt securities and equity securities. Valuations are generally obtained from third-party valuation service providers for identical or comparable assets, or through the use of valuation methodologies using observable market inputs, or recent quoted market prices. Valuation service providers typically gather, analyse and interpret information related to market transactions and other key valuation model inputs from multiple sources, and through the use of widely accepted internal valuation models, provide a theoretical quote on various securities. Debt securities are classified as Level 2 when they are valued at recent trading prices from the Chinese interbank market or from valuation service providers. As at 31 December 2023, assets classified as Level 3 accounted for 13.23% of assets measured at fair value on a recurring basis. They primarily include unlisted equity securities and unlisted debt securities. Fair values are determined using valuation techniques, including discounted cash flow valuations and the comparable companies approach. The determination of Level 3 is primarily based on the significance of certain unobservable inputs used for measurement of the asset's fair value. For the accounting policies regarding the determination of fair values of financial assets and liabilities, see Note 4.2. As at 31 December 2023, assets classified as Level 1 accounted for 28.17% of assets measured at fair value on a recurring basis. Fair value measurements classified as Level 1 include certain debt investments, equity investments that are traded in an active exchange market or interbank market and open-ended funds with public market price quotations. The Group considers a combination of certain factors to determine whether a market for a financial instrument is active, including the occurrence of trades within the specific period, the respective trading volume, and the degree to which the implied yields for debt investments for observed transactions differs from the Group's understanding of the current relevant market rates and information. Trading prices from the Chinese interbank market are determined by both trading counterparties and can be observed publicly. The Group adopted this price of the debt investments traded on the Chinese interbank market at the reporting date as their fair market value and classified the investments as Level 1. Open-ended funds also have active markets. Fund management companies publish the net asset value of these funds on their websites on each trade date. Investors subscribe for and redeem units of these funds in accordance with the funds' net asset value published by the fund management companies on each trade date. The Group adopted the unadjusted net asset value of the funds at the reporting date as their fair market value and classified the investments as Level 1. Under certain conditions, the Group may not receive a price quote from independent third-party valuation service providers. In this instance, the Group's valuation team may choose to apply an internally developed valuation method to the assets or liabilities being measured, determine the main inputs for valuation, and analyse the change of the valuation and report it to management. Key inputs involved in internal valuation services are not based on observable market data. They reflect assumptions made by management based on judgements and experiences. The assets and liabilities valued by this method are generally classified as Level 3. 5.4 Fair value hierarchy (continued) 5 RISK MANAGEMENT (continued) For the year ended 31 December 2023 Notes to the Consolidated Financial Statements (continued) 186 Annual Report 2023 | Financial Report Other than Level 1 quoted prices, Level 2 fair value is based on valuation techniques using significant inputs, that are observable for the asset being measured, either directly or indirectly, for substantially the full term of the asset through corroboration with observable market data. Observable inputs generally used to measure the fair value of investments classified as Level 2 include quoted market prices for similar assets in active markets; quoted market prices in markets that are not active for identical or similar assets and other market observable inputs. This level includes the debt investments for which quotations are available from pricing services providers. Fair values provided by pricing services providers are subject to a number of validation procedures by management. These procedures include a review of the valuation models utilised and the results of these models, as well as the recalculation of prices obtained from pricing services at the end of each reporting period. Level 1 fair value is based on quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can obtain at the measurement date. 5.4 Fair value hierarchy (ii) The unconsolidated structured entities that the Group has sponsored but does not have interest in As at 31 December 2023, the size of the unconsolidated structured entities that the Group sponsored but had no interest was RMB623,539 million (as at 31 December 2022: RMB608,027 million), which were mainly funds, special asset management schemes, pension security products and pension products, etc., sponsored by the Group to generate management service fee income. In 2023, the management service fee from these structured entities was RMB1,651 million (2022: RMB1,731 million), which was recorded as other income. The Group did not transfer assets to these structured entities. Quoted prices Note 2: Others included wealth management products, special asset management schemes, asset-backed plans, etc. in active Significant unobservable 5 RISK MANAGEMENT (continued) 45 179,308 7,785 6,813 6,131 682 3,622 3,213 409 339,220 210,550 58,131 70,539 415,413 15,241 400,172 206,963 281 206,682 RMB million RMB million RMB million RMB million Total inputs Level 3 inputs Level 2 Level 1 markets Significant observable Note 1: Funds, trust schemes, debt investment schemes and others managed by third parties were sponsored by third party financial institutions and the information related to size of these structured entities were not publicly available. service fee Investment income service fee Investment income and 10,096 10,096 185,894 For the year ended 31 December 2023 Notes to the Consolidated Financial Statements (continued) Annual Report 2023 | Financial Report 183 As at 31 December 2023, the carrying amount of the Group's insurance contract liabilities was RMB4,859,175 million (as at 31 December 2022: RMB4,266,947 million), while the amount that the policyholder can demand reimbursement at any time was RMB3,795,388 million (as at 31 December 2022: RMB3,317,324 million). The cash flows from various insurance contracts presented in the table above are the expected future net cash flows from existing insurance policies, which consist primarily of cash flows from premiums, claims, expense payments and policy loans, and do not take into account future net cash flows from new business. The excess cash inflows from matured financial assets will be reinvested to cover any future liquidity exposures. The estimate is subject to assumptions including mortality, morbidity, the lapse rate, and expense assumption, etc. Actual experience may differ from estimates. (4,324,023) 332,233 816,271 1,173,091 (7,788,081) (273,757) (19,630) 153,125 (3,344) 887,582 (20) (98) (790) (919) (36,498) (328) (317) (97) (9,426) (3,675) Funds managed by third parties Trust schemes managed by affiliated entities Trust schemes managed by third parties Note 1 service fee Investment income Investment income and 100,892 5.2.4 Capital management 100,892 Note1 Others managed by third parties Note 2 13,067 13,067 87,959 Others managed by affiliated entities Note 2 46,458 46,458 Note 1 Debt investment schemes managed by third parties (149,004) Investment income and 22,781 60,850 Debt investment schemes managed by affiliated entities Investment income 47,674 47,674 Note1 Investment income 1,295 1,295 1,992 Investment income 126,573 126,573 22,781 Net cash inflow/(outflow) 9,452 484 (13,878) 5.3 Disclosures about interest in unconsolidated structured entities (continued) 5 RISK MANAGEMENT (continued) For the year ended 31 December 2023 Notes to the Consolidated Financial Statements (continued) Annual Report 2023 | Financial Report 185 Investment income service fee 103,825 87,662 Note1 Others managed by third parties Note 2 Investment income Investment income and 9,211 9,211 40,116 45,544 45,544 Note 1 Debt investment schemes managed by third parties. Others managed by affiliated entities Note 2 service fee Investment income and 31,035 31,035 73,722 Debt investment schemes managed by affiliated entities Investment income 56,551 56,551 Note1 (i) The unconsolidated structured entities that the Group has interest in (continued) As at 31 December 2022 Unconsolidated structured entities Carrying amount Exposure at Default (EAD): EAD is based on the amounts the Group expects to be owed at the time of default, over the next 12 months or over the remaining lifetime. Measurement of ECL (continued) 5.2 Financial risk (continued) 5.2.2 Credit risk (continued) 5 RISK MANAGEMENT (continued) For the year ended 31 December 2023 Notes to the Consolidated Financial Statements (continued) Annual Report 2023 | Financial Report 179 The Group considers the credit risk characteristics of different financial instruments when determining if there is significant increase in credit risk. For financial instruments with or without significant increase in credit risk, 12-month or lifetime expected credit losses are provided respectively. The expected credit loss is the result of discounting the product of EAD, PD and LGD. The parameters and assumptions involved in ECL model are described below: Parameters for measuring expected credit losses The Group formulates the credit losses of investment in debt instruments at amortised cost, investment in debt financial instruments at fair value through other comprehensive income, etc., using expected credit loss models according to IFRS 9 requirements. For other receivables, the Group applies the simplified approach to recognise a loss allowance based on lifetime ECLs. The Group integrates factors such as asset type and market segment into a combination of items with similar credit risk characteristics. Measurement of ECL As at 31 December 2023, 96.5% (as at 31 December 2022: 95.6%) of the Group's bank deposits are with the four largest state-owned commercial banks, other national commercial banks and China Securities Depository and Clearing Corporation Limited ("CSDCC") in the PRC. The main reinsurance contracts were entered into with state-owned reinsurance companies. The Group believes these commercial banks, CSDCC and reinsurance companies have a high credit quality. As a result, the Group concludes that the credit risk associated with term deposits, statutory deposits, cash and cash equivalents and reinsurance contracts held has not caused a material impact on the Group's consolidated financial statements as at 31 December 2023 and 2022. The Group's debt securities investment mainly includes government bonds, government agency bonds, corporate bonds and subordinated bonds. As at 31 December 2023, 99.9% (as at 31 December 2022: 99.9%) of the corporate bonds held by the Group or the issuers of these corporate bonds had credit ratings of AA/A-2 or above. As at 31 December 2023,100% (as at 31 December 2022: 100%) of the subordinated bonds held by the Group either had credit ratings of AA/A-2 or above, or were issued by national commercial banks. The bonds issuers' credit ratings are assigned by a qualified appraisal institution in the PRC and updated at each reporting date. Trust schemes managed by third parties Credit quality Collateral and other credit enhancements The carrying amount of financial assets included on the consolidated statement of financial position represents the maximum credit risk exposure at the reporting date without taking account of any collateral held or other credit enhancements attached. As at 31 December 2023, the Group's maximum credit risk exposure of insurance contracts and reinsurance contracts held was RMB18,627 million (as at 31 December 2022: RMB19,810 million). The Group had no credit risk exposure relating to off-statement financial position items as at 31 December 2023 and 31 December 2022. Credit risk exposure 5.2.2 Credit risk (continued) 5.2 Financial risk (continued) 5 RISK MANAGEMENT (continued) For the year ended 31 December 2023 Notes to the Consolidated Financial Statements (continued) Interest held by the Group exposure RMB million of assets RMB million RMB million Size Maximum Financial assets purchased under agreements to resell are pledged by counterparties' debt securities or term deposits of which the Group could take the ownership if the owner of the collateral defaults. These structured entities that the Group has interest in are guaranteed by third parties with higher credit ratings, or by pledging, or by having the fiscal budget income as the source of repayment, or by borrowers with higher credit ratings. Probability of Default (PD): The PD represents the likelihood of a borrower defaulting on its financial obligation, either over the next 12 months (12M PD), or over the remaining lifetime (Lifetime PD) of the obligation. Investment income 1,284 Notes to the Consolidated Financial Statements (continued) 184 Annual Report 2023 | Financial Report ii) Category B: solvency ratios meet the requirements, and the operational risk, strategic risk, reputational risk and liquidity risk are low; i) Category A: solvency ratios meet the requirements, and the operational risk, strategic risk, reputational risk and liquidity risk are very low; According to the solvency ratios results mentioned above, and the unquantifiable evaluation results of operational risk, strategic risk, reputational risk and liquidity risk of insurance companies, the NFRA evaluates the comprehensive solvency of insurance companies and supervises insurance companies by classifying them into four categories: 207% 144% 219% 158% 487,290 449,160 699,688 1,007,601 981,594 710,527 31 December 2022 RMB million RMB million 2023 31 December As at As at Comprehensive solvency ratio Core solvency ratio Minimum capital Actual capital Core capital The former China Banking and Insurance Regulatory Commission ("Former CBIRC") issued the "Solvency Regulatory Rules II for Insurance Companies" at the end of 2021. The NFRA issued the "Circular of NFRA on Optimization of Solvency Supervision Standards for Insurance Companies" in September 2023. The Company has calculated the core and comprehensive solvency ratio, core capital, actual capital and minimum capital as of 31 December 2023 in accordance with these requirements, as listed below: The Group manages capital to ensure its continuous and full compliance with the regulations mainly through monitoring its quarterly solvency ratios, as well as the solvency ratio based on annual stress testing. The Group is also subject to other local capital requirements, such as statutory deposits – restricted requirement, statutory insurance fund requirement, statutory reserve fund requirement and general reserve requirement discussed in detail in Note 11.2, Note 19 and Note 35, respectively. The Group's objectives for managing capital are to comply with the insurance capital requirements based on the minimum capital and actual capital required by the NFRA, prevent risk in operation and safeguard the Group's ability to continue as a going concern so that it can continue to provide returns for equity holders and benefits for other stakeholders. The Group replenishes capital to improve the solvency ratio by issuing Core Tier 2 Capital Securities and bonds for capital replenishment according to the relevant laws and the approval of the relevant authorities. For the year ended 31 December 2023 5 RISK MANAGEMENT (continued) 5.2 Financial risk (continued) 5.2.4 Capital management (continued) 2,090 Trust schemes managed by affiliated entities Investment income 174,195 174,195 Note 1 Funds managed by third parties service fee Investment income and 9,794 9,794 175,402 Funds managed by affiliated entities RMB million 1,284 Interest held by the Group of assets RMB million RMB million Size Carrying amount Unconsolidated structured entities As at 31 December 2023 The Group believes that the maximum exposure approximates the carrying amount of interest in these unconsolidated structured entities. The size of unconsolidated structured entities as well as the Group's carrying amount of the assets recognised in the consolidated financial statements relating to its interest in unconsolidated structured entities and the Group's maximum exposure are shown below: (i) The unconsolidated structured entities that the Group has interest in The Group did not guarantee or provide any financing support for the structured entities that the Group had interest in or sponsored. The Group's interests in unconsolidated structured entities are accounted for in investment in financial assets at fair value through profit or loss and debt instruments at fair value through other comprehensive income. These structured entities typically raise funds by issuing securities or other beneficiary certificates. The purpose of these structured entities is primarily to generate management service fees, or provide finance to public and private infrastructure construction. Refer to Note 4.5 for the Group's consolidation judgements related to structured entities. 5.3 Disclosures about interest in unconsolidated structured entities According to the Supervision Information System of the China Risk Oriented Solvency System, the latest Integrated Risk Rating result of the Company was Category A. iv) Category D: solvency ratios do not meet the requirements or solvency ratios meet the requirements but one or several risks in operation, strategy, reputation and liquidity are severe. iii) Category C: solvency ratios do not meet the requirements or solvency ratios meet the requirements but one or several risks in operation, strategy, reputation and liquidity are high; Maximum exposure Loss Given Default (LGD): LGD represents the Group's expectation of the extent of loss on a defaulted exposure. LGD varies by type of counterparty, type and seniority of claim and availability of collateral or other credit support. 103,825 When considering the impairment stages for financial assets, the Group evaluates the credit risk at initial recognition and whether there is any significant increase in credit risk for each reporting period. The Group considers various reasonable supporting information to judge if there is significant increase in credit risk, including the forward-looking information. 1,128 2,799 5,590 706 4,111,034 499,102 120,329 144,278 188,436 664,719 422,558 1,099,601 122 664719 under agreements to resell Cash and cash equivalents Statutory deposits - restricted Reinsurance contract assets Financial assets purchased Equity investments Debt investments Term deposits Financial and insurance assets RMB million Funds managed by affiliated entities years Later than 5 Later than 3 years but not later than 5 years Later than 1 year but not later than 3 years 1 year Without Not later than maturity As at 31 December 2023 Contractual and expected cash flows (undiscounted) The following table shows the undiscounted cash flows of insurance assets and insurance liabilities, financial assets and financial liabilities for contracts not using the premium allocation approach: In the normal course of business, the Group attempts to match the maturity of financial assets to the maturity of insurance and financial liabilities to reduce liquidity risk. Liquidity risk is the risk that the Group is unable to obtain funds at a reasonable funding cost when required to meet a repayment obligation and fund its asset portfolio within a certain time. 5.2.3 Liquidity risk 5.2 Financial risk (continued) 5,461 3,011 5 RISK MANAGEMENT (continued) 33,282 149,305 Sub-total (580) (757) Lease liabilities (36,498) Bonds payable (13,259) borrowings Interest-bearing loans and other (13,878) through profit or loss Financial liabilities at fair value (217,237) agreements to repurchase Financial assets sold under (54) (8,454,552) (317,979) (6) 14,374 (7) 355,437 (24) Criteria for judging significant changes in credit risk Insurance contract liabilities Financial and insurance liabilities 4,144,316 627,903 812,924 786,395 1,099,601 Sub-total 19,800 For the year ended 31 December 2023 Reinsurance contract liabilities Annual Report 2023 | Financial Report 181 Stage 3 Stage 2 Stage 1 Carrying amount The following table presents the credit risk exposures of financial instruments under the scope of expected credit loss. In the year 2023, the Group updated the forward-looking parameters used in the measurement of ECL in response to changes in the macroeconomic environment. The cumulative year-on-year growth rate of GDP is expected to range between 3.9% to 5.5% under the base, optimistic, and adverse scenarios for 2024. The optimistic and adverse scenarios are equally weighted and the base scenario is more weighted in each scenario. During the reporting period, the Group adjusted the predicted values of forward-looking economic indicators by synthesis of available data and considered the possibility of each scenario to determine the final macroeconomic scenarios and weights for measuring the relevant expected credit loss. The impact of these economic indicators on PD and LGD varies to different businesses. The Group comprehensively considers internal and external data, statistical analysis to determine the relationship between these economic indicators with PD and LGD. The Group evaluates and forecasts these economic indicators at least annually, provides the best estimates for the future, and regularly evaluates the results. Similar to other economic forecasts, the estimates of economic indicators have high inherent uncertainties, actual results may have significant difference with estimates. The Group considered the estimates above represented the optimal estimation of possible outcomes. The determinations of 12 months and the lifetime ECL also incorporates forward-looking information. The Group has performed historical data analysis and identified the key macroeconomic variables associated with credit risk and expected credit losses for each portfolio, including gross domestic product, the amount of exports and the amount of fixed asset investment completed, etc. The Group has developed macroeconomic forward looking adjustment model by establishing a pool of macro-economic indicators, preparing data, filtering model factors, etc. Forward-looking information and management overlay Criteria for judging significant changes in credit risk (continued) 5.2.2 Credit risk (continued) 5.2 Financial risk (continued) 5 RISK MANAGEMENT (continued) For the year ended 31 December 2023 RMB million Notes to the Consolidated Financial Statements (continued) The credit impairment of financial assets may be caused by the joint effects of multiple events, and may not be caused by separately identifiable events. Purchase or originate a financial asset at a significant discount that reflects the fact that a credit loss has occurred. Disappearance of an active market for that financial asset because of financial difficulties; or • It becoming probable that the borrower will enter bankruptcy or financial re-organisation; or The lender gives the borrower concessions for economic or contractual reasons due to the debtor financial difficulties, where such concessions are normally reluctant to be made by the borrower; or A breach of contract, such as a default or past due event; or Significant financial difficulty of the issuer or counterparty; or • • A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred. On each reporting date, the Group mainly considers but is not limited to the following factors when assessing whether the debtor has incurred credit impairment: Definition of financial assets that are credit-impaired Notes to the Consolidated Financial Statements (continued) The Group sets quantitative and qualitative criteria to judge whether the credit risk has significant increase in credit risk after initial recognition. The judgement criteria mainly include the PD changes of the debtors, changes of credit risk categories and other indicators of significant increase in credit risk. In the judgement of whether the financial instruments have significant increase in credit risk after initial recognition, the Group considers the 30 days past due as one of criteria of significant increase in credit risk, in accordance with the standard. 180 Annual Report 2023 | Financial Report Cash and cash equivalents • Financial assets purchased under agreements to The Group internally grades the financial instruments based on the credit quality and risk characteristics. The credit rating of the financial instruments could further be classified into the different levels according to the internal rating scale. As at 31 December 2023, the debt investments held by the Group have sufficient evidence to show that the asset is not expected to default, or there is no reason to suspect that the asset had incurred default. The related credit risk has not caused a material impact on the Group's consolidated financial statements as at 31 December 2023. 3,581,675 149,305 77 2,744,169 37,318 77 211,349 19,759 413,255 149,305 exposure Maximum credit risk 8,592 37,241 3,573,006 Total 8,592 6,520 through other comprehensive income Other assets 2,735,577 19,759 413,255 Statutory deposits Term deposits 6,520 restricted cost resell 211,349 -- Investment in debt instruments at fair value Investment in debt instruments at amortised 430,423 Short-term Renewal premiums 430,567 21,737 Renewal premiums Single premiums breakdown (RMB million) The corresponding results for the year 2022 have been restated using 2023 embedded value economic assumptions. The persistency rate for long-term individual life insurance policy is an important operating performance indicator for life insurance companies. It measures the ratio of in-force policies in a pool of policies after a certain period of time. It refers to the proportion of policies that are still effective during the designated month in the pool of policies whose issue date was 14 or 26 months ago. Annual Report 2023 | Management Discussion and Analysis 13 For the year 2022, the data of investment businesses related to IFRS 17 - Insurance Contracts has been restated and presented, while the data of investment businesses related to IFRS 9 - Financial Instruments has not been restated and presented. Therefore, relevant data is not comparable. Surrender rate, which is for long-term insurance business, is the proportion of the surrender payment to the sum of the reserves at the beginning of the period and the premiums. Items such as surrender payment, reserves and premiums are relevant data under ASBE. 4. 3. 2. insurance premiums 76,503 Notes: 1. Gross written premiums Value of one year's sales (RMB million) 2022 2023 Figures of Gross Written Premiums 176,277 66,680 BUSINESS ANALYSIS its service supply through diverse models to accelerate the projects deployment in key cities. Operations and customer services were further upgraded. The national centralised and shared business mode of operations, which was first of its kind in the industry, was applied to all aspects of operations, and the operations efficiency was improved by over 27.0%. The Company further optimised the operation standard specification system, laying a solid foundation of its operations and services characterised with "standardisation and specialisation". The "convenient and caring" services of claims settlement won wide recognition, and innovative service models such as "Advanced Claims. Payment" and the reminder services on claims notification of electronic invoices for medical charges were consistently promoted. The creation of a "comprehensive consumer protection" paradigm featuring all-employee participation, full coverage and whole-chain management was completed, and the Company ranked among the top of the industry in the assessment of protection of consumers' rights and interests as conducted by the industry regulator. FinTech and digitalisation were advanced in all aspects, consistently driving the iterative upgrading of the Company's technological capabilities. Container cloud began to take shape, and a platform with terabyte level data processing capability was fully constructed. The Company was among the first batch of companies to implement new accounting standards for insurance contracts in China. The intelligent and digital risk control system effectively facilitated the moving forward of risk prevention and control points. The in-depth integration of technology and business empowered all aspects of operations and management of the Company, achieving remarkable results in the data-driven initiatives. In 2023, the Company fully launched a series of reforms (including the "Eight Reform Programs"), focusing on the key areas for reform to accelerate changes in quality, efficiency and growth drivers. The sales system reforms achieved initial results, and the direction for transforming sales force to become more specialised, professional and integrated was further clarified. The existing sales force of the Company were upgraded at an accelerated pace with a focus on six major measures such as structural adjustments, foundation consolidation, reinforcement in urban areas and deep engagement in counties. As at the end of 2023, the size of its sales force was stabilised first in the industry. The number of agents of the individual agent business sector was 634,000, and the productivity of the sales force was improved steadily with the monthly average first-year regular premiums per agent rising by 28.6% year on year. The Company proactively promoted the deployment of new sales models, and launched the "Seed Program" on a pilot basis to build a team of financial and insurance planners. As at the end of 2023, the pilot program had been rolled out in eight cities. The buildup of the senior-care ecosystem was accelerated. By upholding the philosophy of building a senior-care ecosystem that "gives children peace of mind, and reassures the senior people" and sticking to the four principles of long-termism, customer-centric approach, market-oriented operations and business development on a rolling basis, the Company laid down its medium- and long-term objectives and planning for the development of a senior-care services ecosystem with China Life characteristics, carried out dynamic assessments of strategy implementation and optimised its development measures on an ongoing basis. The Company strengthened 14 Annual Report 2023 | Management Discussion and Analysis 1,194,220 5.6% 1,260,567 As at 31 December 2022 First-year As at 31 December 2023 Embedded value (RMB million) Short-term insurance premiums 74,264 14,077 Single premiums 32,944 ▼ 11.9% 36,860 2022 regular premiums 112,573 First-year regular premiums 96,426 123,082 46,181 Renewal premiums 2023 32,944 36,860 Value of one year's sales1 430,423 430,567 41,821 49,522 First-year regular premiums with a payment duration of ten years or longer 96,426 112,573 Including: First-year regular premiums 184,767 210,813 Premiums from new policies 615,190 641,380 Gross written premiums 2023 Gross Written Premiums Categorised by Business Including: Individual agent business sector¹ 34,646 31,385 Policy persistency rate (14 months) 2 (%) 3.25 1,194,220 1,260,567 3.28 Net profit attributable to equity holders of the Company Gross investment income4 Number of long-term in-force policies (hundred million) Embedded value¹ 2022 2023 2022 31 December As at As at 0.95 1.11 74.20 79.10 Policy persistency rate (26 months) 2 (%) Surrender rate³ (%) 83.00 90.40 31 December For the year ended 31 December 2023 First-year business 12.6% ▼ 81,508 First-year regular premiums Agents of individual agent business sector Life insurance business 501,580 ▼ 1.9% 492,439 ▼ duration of ten years or longer were RMB49,503 million, an increase of 18.4% year on year, and its proportion in the first-year regular premiums was 53.92%, an increase of 2.64 percentage points year on year. In 2023, the value of one year's sales of the sector was RMB34,646 million, an increase of 10.4%² year on year. In 2023, the individual agent business sector upheld the concept of "team construction based on customer resources", accelerated the establishment of a customer management-centric business operation and management system in the sector, and consistently proceeded with "6+1" key tasks to strive for the high-quality development of the Company. The sector made consistent efforts to enhance the professional competence of the existing sales force, optimised agent recruitment and development on an ongoing basis, and created an integrated cultivation system for newly recruited agents that coordinated recruitment and cultivation. Programs, such as the "Regular Operation 4.0 System for the Team Building of the Individual Agent Business Sector", the "Zhongxin Project" and the "Foundation Strengthening Program", were carried out to further stabilise the sales force. The exploration of new sales models was transitioned to the pilot stage from the research and development stage, and the "Seed Program" was launched under the deployment of new sales models to build a "specialised, value-oriented and integrated" team of financial and insurance planners, aiming for cultivating new driving forces for growth in the future. Sales force empowerment was further advanced as scenario-based technological applications empowered the development of sales force, and digital sales offices were also established to improve sales effectiveness. As at the end of the Reporting Period, the number of agents of the sector was 634,000, including 410,000 agents from the general sales team and 224,000 agents from the upsales team. The quality of sales force continued to improve, with an increase in both the number and proportion of high- performance agents. Meanwhile, the productivity of the sales force was improved substantially, with the monthly average first-year regular premiums per agent increasing by 28.6% year on year. Diversified Business Sector ▼ 91,807 The diversified business sector pushed forward specialised business operation in great depth, concentrating on both business scale and value, and advancing the high-quality development of the Company. In 2023, the sector carried out more refined channels management, made new achievements in specialised business operation as well as transformation and upgrading, and recorded an increase in value contribution to the Company. The value of one year's sales of the sector was RMB2,214 million, rising significantly by 42.0% year on year. 3 The growth rate is calculated based on the restated results for 2022 using the 2023 embedded value economic assumptions. Annual Report 2023 | Management Discussion and Analysis 17 Bancassurance Channel The bancassurance channel strengthened the cooperation with banks, accelerated business development, and achieved a rapid growth in both the scale of its premiums and business value. During the Reporting Period, gross written premiums from the channel amounted to RMB78,748 million, an increase of 24.2% year on year. First-year regular premiums were RMB20,735 million, an increase of 39.4% year on year. First-year regular premiums with a payment duration of five years or longer were RMB9,877 million. Renewal premiums amounted to RMB38,112 million (a year-on-year increase of 5.3%), accounting for 48.40% of gross written premiums from the channel. The bancassurance channel constantly enhanced the professional and technological capabilities of its account manager team, the quality of which was improved steadily. As at the end of the Reporting Period, the number of account managers of the bancassurance channel reached 23,000, and the quarterly average active managers recorded a year-on- year growth of 8.5%, with the productivity in terms of regular premiums per account manager increasing substantially year on year. Group Insurance Channel The group insurance channel coordinated business scale and profitability, and pushed forward stable development in all business lines. During the Reporting Period, gross written premiums from the channel were RMB28,154 million, an increase of 3.0% year on year. In particular, short-term insurance premiums from the channel were RMB24,974 million, an increase of 3.8% year on year. As at the end of the Reporting Period, the number of direct sales representatives of the channel was approximately 37,000, among which the proportion of high-performance personnel rose by 4.7 percentage points from the end of 2022, with the productivity per direct sales representative increasing steadily. Gross written premiums of group insurance channel (RMB million) 2023 24,974 ▼28,154 ▼ Gross written premiums of bancassurance channel (RMB million) The growth rate is calculated based on the restated results for 2022 using the 2023 embedded value economic assumptions. 2022 2023 Gross written premiums of individual agent business sector (RMB million) 32,898 32,003 First-year business of long-term insurance 46 21 16 2 30 19 3 29 Short-term insurance business 32,849 31,953 Total 641,380 615,190 Notes: 1. Gross written premiums of individual agent business sector mainly include premiums of the general sales team and the upsales team, etc. 2. Gross written premiums of other channels mainly include premiums of government-sponsored health insurance business and online sales, etc. 16 Annual Report 2023 | Management Discussion and Analysis Insurance Business Analysis of Insurance Business In 2023, the Company kept on pursuing high-quality development, and attained remarkable achievements in its insurance businesses with its industry leading position consolidated further. Sales system reforms were implemented to facilitate the upgrading of the Company's existing sales force and the deployment of its new sales models, which further consolidated the foundation for the Company's business development. The Company continued to enhance its day-to-day sales force management. The size of its sales force was stabilised first in the industry, with optimised structure and enhanced quality, and its productivity was improved substantially. As at the end of the Reporting Period, the number of its total sales force was approximately 694,000. Individual Agent Business Sector The individual agent business sector adhered to the strategy of "productive agents-driven business", focused on value creation, and deepened business channel transformation. A rapid growth was achieved in all indicators for the new business, and the business structure was significantly optimised. During the Reporting Period, gross written premiums from the sector grew by 1.9% year on year to reach RMB501,580 million, within which renewal premiums were RMB391,218 million. First-year regular premiums were RMB91,807 million, an increase of 12.6% year on year. In particular, first-year regular premiums with a payment 20,735 ▼ 2023 39.4% 14,879 ▼ The Company continued to lead the industry in both business value and scale, and realised a strong growth in its insurance business with its business structure continuously optimised. During the Reporting Period, the Company's gross written premiums reached a record high of RMB641,380 million, a year-on-year increase of 4.3%, maintaining the industry leadership position. The key business performance indicators achieved a rapid growth. Premiums from new policies reached RMB210,813 million, a year-on-year increase of 14.1%. First-year regular premiums were RMB112,573 million, increasing by 16.7% year on year. In particular, first-year regular premiums with a payment duration of ten years or longer reached RMB49,522 million, a year-on- year increase of 18.4%, and its proportion in the first-year regular premiums rose by 0.62 percentage point, showing a significant improvement in business structure. The value of one year's sales was RMB36,860 million, a year-on- year increase of 11.9% over the 2022 corresponding data restated under the new economic assumptions (the value of one year's sales under the 2022 economic assumptions was RMB41,035 million, a year-on-year increase of 14.0% under the same basis), continuing to lead the industry. 1 The Company maintained the strategic consistency of "achieving stable growth, prioritising business value, optimising structure, strengthening sales force, promoting reforms and guarding against risks", and took proactive actions to promote growth model transformation, structural adjustments, as well as quality and efficiency improvement by seizing development opportunities arising from the continued recovery of the industry, so as to make itself stronger with excellent performance. As a result, the Company made satisfactory achievements for high-quality development, recorded a good performance with sound momentum in business growth and further enhanced its comprehensive strengths with its industry leading position remaining solidified. As at the end of the Reporting Period, the Company's total assets and investment assets reached RMB5.80 trillion and RMB5.66 trillion, respectively, hitting new record highs again. Its embedded value reached RMB1.26 trillion, an increase of 5.6% under the same basis, which remained at the industry leadership position. The core solvency ratio increased by 14.60 percentage points from the end of 2022 to 158.19%, maintaining at a relatively high level. The number of long-term in-force policies held by the Company reached 328 million. 2023 was a year of economic recovery and development following the transition of COVID-19 pandemic prevention and control measures. China's economy rebounded with a positive outlook, and the life insurance industry also saw a steady recovery and growth as a whole. REVIEW OF BUSINESS OPERATIONS AND ANALYSIS MANAGEMENT DISCUSSION Annual Report 2023 | Chairman's Statement 11 27 March 2024 Bai Tao Chairman bitha' By Order of the Board 2024 marks the 75th anniversary of the founding of the People's Republic of China and is also the critical year for implementing the "14th Five-Year Plan". We will steadfastly march toward the direction where we aspire. Currently, the life insurance industry is at a crucial stage for transformation and development. We will focus on five major areas, namely technology finance, green finance, inclusive finance, pension finance and digital finance, properly manage the relationships between stability and progress, establishment and abolishment, scale and profitability, assets and liabilities, as well as development and security, and balance the short- term profit with long-term value, with a view to enhancing our business performance. Having the confidence to be a pioneer, we will constantly deepen supply-side reforms, strengthen business foundation, improve on services, transform and upgrade traditional driving forces, and accelerate the cultivation of new driving forces, so as to contribute to the buildup of a modern financial system with Chinese characteristics. internal governance mechanisms. Maintaining a close bond with the nation, we adhered to the rules of life insurance business and advanced reforms and innovations along the course of internal and external development. We maintained the industry leadership position and became the largest life insurance company globally, with our total assets, investment assets, embedded value and gross written premiums achieving growth of several times or even dozens of times. While we pursued our high-quality development to create long-term value, we have always attached great importance to investor returns. We have made dividend distributions of over RMB190 billion in total since our listing. Looking ahead to our new journey, we will draw inspiration and propulsion from our valuable experiences in the past twenty years, and pool all efforts to forge ahead in the future. We will continue to strengthen Party leadership in optimising our corporate governance, promote the governance effectiveness of modern financial corporation with Chinese characteristics to be further manifested, pursue our own business development to catering to people's demands, and create a new paradigm for high-quality development, thereby contributing to building the country into a financial powerhouse and serving the Chinese-style modernisation. 10 Annual Report 2023 | Chairman's Statement 2023 also marked the 20th anniversary for China Life's shareholding reform and public listing. Twenty years ago, we were the first life insurance company listed overseas in China, and attracted close attention from worldwide investors, creating a splendid record of the world's largest IPO of that year. Looking back on the changes over the past two decades, the rapid growth of China's economy created favourable external conditions and significant opportunities for the insurance industry in China. Setting our mission and vision as "safeguarding people's wellbeing and building a world-class life insurance company", we established sound and effective corporate governance structures and We coordinated business development and risk control, and consistently fortified the cornerstone for our healthy business operations. The insurance industry is an industry operating and managing risks. Taking risk prevention and control as our permanent task and upholding the concept of sound and prudent business operation, we struck a balance between stable growth and risk control and firmly held onto the bottom line that no systemic risks arose. We enhanced our business operations in compliance with laws and regulations, fully implemented the requirements under the C-ROSS (Phase II) Regulation, put into practice a series of new rules on "aligning sales practices with regulatory filings" in a stringent manner, ensured security while seeking development and vice versa. As a result, the Company's risk prevention and control measures were performed effectively. We continued to optimise the compliance management system and successfully obtained certifications under both domestic and international standards in this regard. The Company continuously maintained the rating of Class A in the integrated risk rating for insurance companies, and was among the top-ranked life insurance companies as evaluated by SARMRA under the C-ROSS (Phase II) Regulation. to the upgrading of the existing sales force, establishment of new sales force and sales force empowerment were implemented at an accelerated pace, speeding up the transformation and upgrading of a specialised, professional and integrated sales force. Regarding the healthcare and senior-care ecosystem as our long-term development strategy, we made tremendous efforts to expand product and service supply through diverse models and created a closed-loop system of "products - services - payment", thus making significant achievements in "insurance + services". Taking data and technology as the key production factors, we deepened the integration of digitalisation and business and focused on technology-driven initiatives, further enhancing the convenience and competitiveness of our insurance services. We forged China Life's good services, which are "convenient, quality and caring", and ranked among the top of the industry in the assessment of protection of consumers' rights and interests as conducted by the industry regulator. We advanced reforms in greater depth and continued to bring together the internal driving forces for development. Following the policy direction and responding to market demands, we gave full play to our own advantages and pushed forward a series of reforms (including the "Eight Reform Programs"), so as to enhance the precise delivery of products and services and facilitate the upgrading of our business models. The sales system reforms achieved breakthroughs. The three transformation measures in relation We strengthened asset-liability management and consistently enhanced our capability in business value creation. We conducted an in-depth analysis of new changes in both assets and liabilities and kept researching on the interest rate trend. Prioritising business value growth, we reinforced systematic, holistic and long-term thinking and incorporated the concept of asset-liability management into all aspects including product supply, business development, asset allocation and risk prevention and control, so as to further improve the refined management and balance the relationships between assets and liabilities and between long- term value and short-term benefits, in order to consistently enhance our capabilities of sustainable development. While realising a growth in the insurance business, we saw our business structure being optimised further. In 2023, we hit a record high in terms of gross written premiums, with a double-digit increase in the value of one year's sales. Our industry leading position in terms of gross written premiums, value of one year's sales and embedded value were further consolidated, and our solvency ratios remained at relatively high levels. We practised the philosophy of long- term investment, value investment and prudent investment, consistently strengthened our professional capability in investment, made allocation to major assets categories from the cross-cycle and long-term perspective, proactively took positions in industries with medium- and long-term growth potentials at a low level of the capital market, and strengthened the management and control of investment risks, striving to stabilise our investment income. the risk protection for the senior people, and the senior-care service system and ecosystem was constantly optimised. Meanwhile, we actively performed our roles as the main force for serving the real economy and maintaining financial stability, and realigned the direction of capital investment, with our existing investments in real economy and in green investments amounted to over RMB4 trillion and RMB460 billion, respectively. We took effective actions to support rural revitalisation in all aspects, and helped create a new paradigm for integrated urban and rural development. The "rural revitalisation insurance" became the only project in the insurance industry that was listed in the "4th Global Best Poverty Reduction Practices". We further reinforced the buildup of the ESG system and were awarded the "2023 Forbes China ESG Innovative Enterprise" by Forbes. Annual Report 2023 | Chairman's Statement 09 We continued to provide insurance services for the people and made consistent efforts to improve our performance in serving the overall interests of national development. We steadfastly put people as the first priority and deeply engaged in building a multi-tiered social security system for the people's wellbeing. We made significant improvement to inclusive insurance services in terms of coverage and accessibility, with the supplementary major medical expenses insurance programs covering nearly 350 million people and the long-term care insurance programs providing services to more than 38 million people. The number of the city-customised insurance projects undertook by us hit a record high, and our capacity of supplying insurance protection for new urban residents and new business practitioners was constantly enhanced. We contributed to the improvement of the multi-tiered pension insurance system and made tremendous efforts to advance the pilot program of the third-pillar private pension insurance business while the commercial pension insurance business thrived. We paid special attention to the enhancement of 2023 was the opening year for fully implementing the guidelines of the 20th CPC National Congress and also a year of economic recovery and development following the transition of the three-year COVID-19 pandemic prevention and control measures. Looking back to the past year, as China's economy rebounded with sound momentum and market demands were gradually improving, the life insurance industry saw a remarkable recovery trend. Centering on serving the overall interests of national development, China Life gave full play to the functions of insurance as a "shock absorber" for economic operation and a "stabiliser" for social development and steadfastly pushed forward its development in finance with Chinese characteristics. With building a world-class life insurance company as its goal, the Company worked hard to pursue high-quality development with concerted efforts. As a result, the Company achieved a steady progress while maintaining stability in its business development and further enhanced its comprehensive strengths with its market leading position remaining solidified. It has been awarded Grade A in the evaluation of operations of insurance companies by the Insurance Association of China for eight consecutive years, and ranked 62nd and 12th by Forbes Global 2000 and Fortune China 500, respectively. Embracing the "investor-oriented" concept, the Board has proposed to distribute a cash dividend of RMB4.30 per 10 shares (inclusive of tax), and such proposal will be submitted to the 2023 Annual General Meeting for review and discussion. CHAIRMAN'S STATEMENT In 2023, the Company incorporated the concept of asset- liability management into every aspect of business operations and management, actively balanced long-term value and short-term benefits, continued to strengthen cost control and underwriting management, and strived to stabilise the overall income level. The net profit attributable to equity holders of the Company was RMB46,181 million. Renewal business The data regarding premiums (including gross written premiums, premiums from new policies, first-year regular premiums, first-year regular premiums with a payment duration of ten years or longer, renewal premiums, single premiums and short-term insurance business premiums, etc.) in this annual report are relevant data under ASBE. Annual Report 2023 | Management Discussion and Analysis 2022 First-year regular premiums Account managers of bancassurance channel 23,000 3.8% 3.0% 24,059 ▼27,333▼ 2022 78,748 ▼ Short-term insurance premiums 24.2% 63,415 ▼ 18 Annual Report 2023 | Management Discussion and Analysis Direct sales representatives of group insurance channel 37,000 Proportion of high-performance personnel rose by from the end of 2022 4.7 percentage points 2022 RMB million Key Performance Indicators of 2023 Mr. Bai Kai, Mr. Ruan Qi, Mr. Li Mingguang, Ms. Liu Hui, Mr. Zhao Guodong From left to right: 12 Single 634,000 Other channels² 65,655 65,777 3,460 5,149 First-year regular 62,195 60,628 48,368 49,552 14,735 14,219 14,319 13,699 1 4 14,318 13,695 416 520 641,380 615,190 Note: Single premiums in the above table include premiums from short-term insurance business. During the Reporting Period, gross written premiums from the life insurance business of the Company amounted to RMB512,622 million, a year-on-year increase of 5.6%. Gross written premiums from the health insurance business were RMB114,023 million, a year-on-year decrease of 1.1%. Gross written premiums from accident insurance business were RMB14,735 million, a year-on-year increase of 3.6%. Annual Report 2023 | Management Discussion and Analysis 15 115,329 Gross Written Premiums Categorised by Channel 114,023 381,783 First-year regular Single Renewal business Health insurance business First-year business First-year regular Single Renewal business Accident insurance business First-year business First-year regular Single Renewal business Total RMB million 2023 2022 512,622 485,642 130,839 105,291 109,112 91,273 21,727 14,018 380,351 For the year ended 31 December 2 2023 Renewal business RMB million 38,112 36,200 Short-term insurance business 63,415 445 First-year business of long-term insurance 394 Group insurance channel 28,154 24,059 24,974 Short-term insurance business 1,345 1,234 Renewal business 1,892 1,931 Single 37 15 First-year regular 1,929 27,333 11,942 1,946 19,456 14,879 2022 Individual agent business sector¹ 501,580 492,439 First-year business of long-term insurance 92,127 81,732 First-year regular 91,807 81,508 Single 320 224 Renewal business 391,218 392,849 Short-term insurance business 18,235 17,858 Bancassurance channel 78,748 40,191 26,821 First-year regular 20,735 Single First-year business of long-term insurance 861 1,118 39,593 Total revenue: 344,746 (432,368) IFRS 17 Consolidated statement of comprehensive income (6,895) (60,745) Adjustment IFRS 9 RMB million For the year ended 31 December 2023 Net profit before income tax: 11,878 Operating income: 837,859 Segment information The reconciliation of segment information to the consolidated statement of comprehensive income is as follows: 5,016 233 2,804 As at 31 December 2023, the net book value of buildings above which were in process to obtain title certificates was RMB4,617 million (as at 31 December 2022: RMB6,459 million). Total gains/(losses) recorded in other For the year ended 31 December 2023 1,042 1,848 9,526 12,416 937 6,872 7,809 (8,176) (934) (9,110) (26,013) (19,302) (45,868) 80,062 97,437 210,550 218,956 607,005 Annual Report 2023 | Financial Report 189 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 5 RISK MANAGEMENT (continued) 5.4 Fair value hierarchy (continued) 529,329 112,429 Notes to the Consolidated Financial Statements (continued) 205,281 24,385 Financial assets at fair value through profit or loss- Debt RMB million 5 RISK MANAGEMENT (continued) 5.4 Fair value hierarchy (continued) The following table presents the changes in Level 3 financial instruments for the year ended 31 December 2023: Opening balance Purchases Transferred into Level 3 Transferred out of Level 3 Total gains/(losses) recorded in profit or loss comprehensive income Disposals or exercised Settlement Closing balance Investment in equity instruments at fair value through other comprehensive comprehensive Investment in debt instruments at fair value through other income RMB million income RMB million Financial assets at fair value through profit or loss- Equity RMB million 79,678 82,833 32,703 161,537 55,341 Total RMB million (553) comprehensive income 11,878 125 I co- - 51 8 (1) 144 4,169 (557) (381) 1 12,582 (3,732) 11,086 Including: inter-segment transactions 3,732 (3,732) Gains/(losses) on disposal of assets 69 5 2,110 (1) Other operating income 165 177,373 12,287 386 581 190,627 Including: Investment income from associates and joint ventures 8,816 607 19 (916) 8,526 Other gains 87 6 Fair value gains/(losses) 3,894 268 Foreign exchange gains/(losses) 11 73 II. Operating expenses (689,444) Transferred out of Level 3 349,127 96,946 2,671 45 188,583 44,778 160,499 49,497 Purchases Opening balance Total RMB million RMB million RMB million Debt securities Equity securities profit or loss Available-for-sale securities Debt securities RMB million Securities at fair value through The following table presents the changes in Level 3 financial instruments for the year ended 31 December 2022: 5.4 Fair value hierarchy (continued) 5 RISK MANAGEMENT (continued) (10) (10) Total gains/(losses) recorded in profit or loss (1,714) (117,405) (13,625) (8,876) 3,732 (825,618) Surrenders Claims expense (46,383) (2,335) Investment income (22) (103,907) (63,894) (7,018) Less: Claims recoverable from reinsurers 506 Increase in insurance contracts reserve Less: Insurance reserves recoverable from (375,952) (1,532) 182 (48,740) For the year ended 31 December 2023 (1,244) (1,156) Discounted cash flow method Discount rate Range as at 31 December 2023: 15%-33% as at 31 December 2022: 12%-30% as at 31 December 2023: 1.57%-16.70% as at 31 December 2022: 2.41%-10.55% Relationships between fair value and unobservable inputs The fair value is inversely related to the discounts for lack of marketability The fair value is inversely related to discount rate Annual Report 2023 | Financial Report 191 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 6 SEGMENT INFORMATION 6.1 Operating segments The Group operates in the life insurance business segment, the health insurance business segment, the accident insurance business segment and other business segment: (i) Life insurance business (Life) Life insurance business relates primarily to the sale of life insurance policies, including those life insurance policies without significant insurance risk transferred. (ii) Health insurance business (Health) unobservable inputs Discounts for lack of marketability Health insurance business relates primarily to the sale of health insurance policies, including those health insurance policies without significant insurance risk transferred. Significant The table below presents information about the significant unobservable inputs used for primary financial instruments at fair value classified as Level 3 as at 31 December 2023 and 31 December 2022: (1,829) (168) (1,997) Disposals or exercised (600) (10,778) (11,378) Maturity (34,255) (748) (35,003) Ending balance 173,302 220,701 2,150 396,153 For the assets and liabilities measured at fair value on a recurring basis, during the year ended 31 December 2023, RMB69,953 million (2022: RMB4,993 million) debt investments were transferred from Level 1 to Level 2 within the fair value hierarchy, whereas RMB22,570 million (2022: RMB46,485 million) debt investments were transferred from Level 2 to Level 1. RMB11,851 million equity investments were transferred from Level 1 to Level 2 (2022: RMB3,478 million), whereas RMB15,174 million equity investments were transferred from Level 2 to Level 1 (2022: RMB23,470 million). For the years ended 31 December 2023 and 2022, there were no significant changes in the business or economic circumstances that affected the fair value of the Group's financial assets and liabilities. There were also no representations of financial assets. As at 31 December 2023 and 31 December 2022, significant unobservable inputs such as discount rate and discounts for lack of marketability were used in the valuation of primary assets and liabilities at fair value classified as Level 3. Valuation techniques Comparable companies method (iii) Accident insurance business (Accident) Accident insurance business relates primarily to the sale of accident insurance policies. (iv) Other businesses (Others) (3,732) 837,859 Premiums earned 511,355 106,757 14,029 632,141 Premium income 512,622 114,023 14,735 641,380 Less: Premiums ceded to reinsurers (1,267) (6,110) (618) (7,995) Change in unearned premium reserves 12,655 14,424 119,459 695,053 Other businesses relate primarily to income and cost of the agency business in respect of transactions with CLIC, etc., as described in Note 33, as well as income and expenses of subsidiaries. - The segment information submitted by the Group to the operating decision-maker is prepared in accordance with ASBE, among which insurance contracts-related data is prepared in accordance with ASBE No. 25 Direct Insurance Contracts (Caikuai [2006] No. 3), ASBE No. 26 - Reinsurance Contracts (Caikuai [2006] No. 3) and Regulations regarding the Accounting Treatment of Insurance Contracts (Caikuai [2009] No. 15), and financial instruments-related data is prepared in accordance with ASBE No. 22 - Recognition and Measurement of Financial Instruments (Caikuai [2006] No. 3), ASBE No. 23 - Transfer of Financial Assets (Caikuai [2006] No. 3), ASBE No. 24 - Hedging (Caikuai [2006] No. 3) and ASBE No. 37 - Presentation of Financial Instruments (Caikuai [2014] No. 23). 6.2 Allocation basis of income and expenses Investment income, fair value change gain or loss, exchange gain or loss, etc., are allocated to each segment in proportion to the average insurance contract reserve and insured deposit and investment funds of the corresponding segment at the beginning and end of the period. Business and management fees are allocated to each segment based on the unit cost of products in each corresponding operating segment. 6.3 Allocation basis of assets and liabilities In addition to premiums receivable, reinsurance reserves receivable, insured loans pledged, separate account assets, claims payable, insured reserves and investment funds, reserves for various insurance contracts, and separate account liabilities, which are directly recognised to each segment, other financial assets and financial liabilities shall be apportioned to each segment in proportion to the average insurance contract reserves and insured reserves and investment funds of the corresponding segments at the beginning and end of the period. 192 Annual Report 2023 | Financial Report Notes to the Consolidated Financial Statements (continued) (88) For the year ended 31 December 2023 For the year ended 31 December 2023 Life Health Accident Others Elimination Total RMB million I. Operating income 6 SEGMENT INFORMATION (continued) Notes to the Consolidated Financial Statements (continued) (3,351) (3,344) (11,695) Tax and surcharges (889) (202) (21) (305) (1,417) Underwriting and policy acquisition costs (47,281) (9,833) (4,260) (1,718) (63,092) Administrative expenses (24,825) (10,592) (2,059) (3,600) (41,076) (81) Less: Expenses recoverable from reinsurers (11,614) Policyholder dividends resulting from inputs Significant unobservable Profit before income tax: 44,576 observable in active markets Significant Quoted prices Fair value measurement using The following table presents the Group's quantitative disclosures of the fair value measurement hierarchy for assets and liabilities measured at fair value as at 31 December 2022: 6,164 (31,089) 339 (170) (174,819) 7,009 (407,211) reinsurers 97 151 39 287 participation in profits 376 342 10 799 3,779 12,241 81 6 7 94 (425) (29) (1) (2) (457) IV. Net profit before income tax Supplementary Information: Depreciation and amortisation expenses 5,265 2,031 798 3,784 2,054 5,609 Less: Non-operating expenses Add: Non-operating income 728 Other operating expenses (30,238) (2,629) (353) (3,103) 3,732 (32,591) Including: inter-segment transactions inputs (3,484) (8) 3,732 Impairment losses (49,334) (3,407) (110) (150) (53,001) III. Operating profit (240) Level 1 Level 2 Level 3 7,235 2,387 Government agency bonds 1,805 1,144 661 Government bonds Debt securities 265 173 18,552 1,272 17,280 92 Others Common stocks 13,444 358 13,086 Funds 9,622 Corporate bonds 3,018 149,284 190 Annual Report 2023 | Financial Report (3,351) Total profit or loss Investment contracts at fair value through (3,344) profit or loss Financial liabilities at fair value through Liabilities measured at fair value - Equity securities 1,944,764 27,755 2,105 25,521 766,574 782,037 Total 129 Others 152,347 45 396,153 Total gains/(losses) recorded in other 174,398 1,096 Securities at fair value through profit or loss Others Subordinated bonds Corporate bonds Government agency bonds Government bonds RMB million · Debt securities Others Preferred stocks Common stocks Funds - Equity securities Available-for-sale securities Assets measured at fair value RMB million RMB million RMB million Total 131,897 -- 131,897 396,163 156,024 102,830 53,194 188,563 184,885 3,678 313,270 235,288 77,982 173,302 47,188 36,945 244,964 170,179 29,260 45,525 50,522 50,522 414,148 17,985 10,243 Annual Report 2023 | Financial Report 193 198 Annual Report 2023 | Financial Report For the year ended 31 December 2023 353 1,465 148,954 Claims payable 57,178 3,327 314 60,819 Policyholder deposits 9,375 355,743 374,742 Unearned premium reserves 9,474 3,634 13,108 Claim reserves 22,232 3,921 26,153 18,999 Reserves for life insurance 137,761 Financial assets sold under agreements to 6,333 Separate account assets Total distributable asset 4,727,296 328,884 12,279 63,110 5,131,569 Undistributable assets repurchase Other assets 120,415 5,251,984 II. Liabilities Financial liabilities at fair value through profit or loss 3,112 212 8 12 3,344 Total 680 3,605,769 3,607,236 As at 31 December 2022 Segment information Assets: 5,251,984 Liabilities: 4,806,863 196 Annual Report 2023 | Financial Report IFRS 9 Adjustment IFRS 17 Consolidated statement Impact of Deferred tax The reconciliation of segment information to the consolidated statement of financial position is as follows: of financial position N/A N/A (265,735) (171,768) 23,819 Assets: 5,010,068 Liabilities: 4,635,095 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 7 PROPERTY, PLANT AND EQUIPMENT Cost RMB million 1,467 4,806,863 289,188 Reserves for long-term health insurance 233,663 233,663 Long-term borrowings 12,774 12,774 Separate account liabilities 7 7 Total Other distributable liabilities Total distributable liabilities 4,194,074 2,287 299,569 84 36,875 9,781 14,251 4,517,675 Non-distributable liabilities Other liabilities 34,504 Buildings 14 5,280 14,162 534 983 223,782 Financial assets purchased under agreements to resell 35,956 2,447 92 208,103 38 Interest receivables 48,606 3,308 125 270 52,309 Premiums receivables 8,268 10,966 38,533 463 or loss 128,953 Annual Report 2023 Financial Report 195 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 6 SEGMENT INFORMATION (continued) As at 31 December 2022 Item Life Health Financial assets at fair value through profit Accident Elimination Total RMB million I. Assets Cash fund 114,111 7,766 293 6,783 Others 359 19,697 726 485,567 Available-for-sale financial assets 1,608,279 109,451 4,126 16,252 1,738,108 Held-to-maturity investments 1,468,207 6,732 99,919 2,312 1,574,204 Long-term equity investments 218,649 14,880 561 27,089 261,179 Statutory deposits 3,766 Unearned premium reserves receivable from reinsurers 1,147 447,250 48 Claim reserves receivable from reinsurers Reserves for life insurance receivables from reinsurers 441 295 || 774 736 603 603 30,438 Reserves for long-term health insurance 4,294 4,294 Loans 563,977 29,727 815 1,971 596,490 Term deposits receivables from reinsurers Office equipment, furniture and fixtures Motor Assets under Leasehold 2,692 Transfers into investment properties (266) (266) Disposals (110) (299) (44) (320) 2,124 (773) 62,954 8,884 1,268 5,026 2,206 80,338 Accumulated depreciation As at 1 January 2022 (14,644) 31 December 2022 (5,786) 1 64 Buildings fixtures vehicles construction improvements Total RMB million As at 1 January 2022 59,826 8,394 503 1,311 2,433 78,754 Transfers upon completion 3,174 286 (3,622) 93 (69) Additions 6,790 Leasehold (996) (23,097) Net book value As at 1 January 2022 As at 31 December 2022 (24) (1) 45,158 46,290 2,608 315 6,789 As at 31 December 2022 762 2,565 197 5,025 482 54,559 EIE (25) (25) Notes to the Consolidated Financial Statements (continued) 55,632 (1,671) Disposals (24) Charge for the year (2,079) (819) (118) (335) (3,351) Disposals 83 286 Charge for the year 43 694 As at 31 December 2022 (16,640) (6,319) (1,071) (1,724) (25,754) Impairment As at 1 January 2022 282 Motor Assets under Office equipment, furniture and Cost (112) (183) (1,681) As at 31 December 2023 63,486 9,963 1,345 5,183 2,215 (185) 82,192 As at 1 January 2023 (16,640) (6,319) (1,071) (1,724) (25,754) Charge for the year (2,107) (1,120) Accumulated depreciation (95) (1,201) 3,543 vehicles construction improvements Total RMB million As at 1 January 2023 62,954 8,884 1,268 5,026 2,206 Disposals 80,338 1,619 (2,063) 192 (8) Additions 114 1,020 189 2,220 Transfers upon completion (240) (3,562) Disposals (23) Net book value As at 1 January 2023 46,290 2,565 197 5,025 482 54,559 2 As at 31 December 2023 2,702 288 5,182 416 53,710 Annual Report 2023 | Financial Report 197 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 7 PROPERTY, PLANT AND EQUIPMENT (continued) 45,122 (1) (25) EE 405 178 109 165 857 As at 31 December 2023 (18,342) (7,261) (1,057) (1,799) (28,459) Impairment As at 1 January 2023 (24) (1) Charge for the year - Disposals 2 As at 31 December 2023 (22) Profit before income tax: 70,060 Total revenue: 370,861 244 N/A 216,704 Claims payable 60,979 5,302 311 66,592 Policyholder deposits 466,619 19,864 2,100 486,483 10,490 3,730 14,220 Claim reserves 20,608 3,853 24,461 Reserves for life insurance 3,981,728 Unearned premium reserves 1,705 436 200,368 Total distributable assets 5,294,112 373,294 11,784 70,317 5,749,507 Undistributable assets Other assets 138,972 13,800 Total II. Liabilities Financial liabilities at fair value through profit or loss 5,106 352 11 5,469 Financial assets sold under agreements to repurchase 5,888,479 8,416 3,983,433 266,376 IFRS 9 IFRS 17 Impact of Deferred tax Consolidated statement of financial position RMB million Assets: 5,888,479 198,743 (279,280) Liabilities: 5,418,437 Segment information 590 (5,856) (1,549) Assets: 5,802,086 Liabilities: 5,315,052 194 Annual Report 2023 | Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 6 SEGMENT INFORMATION (continued) For the year ended 31 December 2022 Life (102,426) Reserves for long-term health insurance Adjustment The reconciliation of segment information to the consolidated statement of financial position is as follows: 266,376 Long-term borrowings Separate account liabilities 7 12,719 8,409 12,719 8,416 Other distributable liabilities 35,745 As at 31 December 2023 Total distributable liabilities 2,291 339,083 71 38,107 10,117 23,228 5,122,980 Non-distributable liabilities Other liabilities Total 295,457 5,418,437 4,750,552 Health 8,409 Separate account assets 35 122 Interest receivables 47,248 3,254 103 274 Premiums receivables 8,119 1,117 12,939 Unearned premium reserves receivable from reinsurers 586 56 Claim reserves receivable from reinsurers Reserves for life insurance receivables from 313 334 II 149,566 253,879 463 17,487 16,213 Financial assets purchased under 6 SEGMENT INFORMATION (continued) (455,194) 46,013 Life Health As at 31 December 2023 Accident Others Elimination Total RMB million agreements to resell I. Assets 132,636 9,135 289 7,506 Financial assets at fair value through profit or loss 235,852 16,244 513 1,270 Cash fund 7 50,879 642 13,924 2,263,047 Held-to-maturity investments 1,591,004 109,581 3,462 2,394 1,706,441 Long-term equity investments 4,569 215,217 468 27,098 257,606 Statutory deposits 5,278 364 11 680 6,333 14,823 21,521 144,633 Available-for-sale financial assets 647 reinsurers 700 700 Reserves for long-term health insurance receivables from reinsurers 4,573 4,573 Loans 2,099,921 570,812 673 1,982 603,639 Term deposits 371,105 25,560 808 6,658 404,131 30,172 Accident Item Elimination (25,505) (10,174) (2,751) (3,783) (42,213) Less: Expenses recoverable from reinsurers 284 718 23 Administrative expenses 1,025 (28,159) (3,183) (672) (1,572) 3,199 (30,387) Including: inter-segment transactions (2,988) (203) Other operating expenses (8) (54,777) (4,165) 285 6,720 (461,204) (33) 91 253 311 Policyholder dividends resulting from participation in profits (20,566) (1,485) (119) Tax and surcharges (900) (204) (21) (136) (1,261) Underwriting and policy acquisition costs (37,731) (11,396) (20,685) (36,662) 3,199 (1,358) 1,942 3,242 24,047 3,028 1,126 327 810 5,291 The reconciliation of segment information to the consolidated statement of comprehensive income is as follows: 7,424 Segment information Adjustment Consolidated statement of comprehensive income IFRS 9 IFRS 17 RMB million Operating income: 826,055 N/A Net profit before income tax: 24,047 Others For the year ended 31 December 2022 (19,956) 11,439 Supplementary Information: (51) (31) (21,396) III. Operating profit 11,758 7,446 1,943 3,236 24,383 Depreciation and amortisation expenses Add: Non-operating income 6 8 108 Less: Non-operating expenses (413) (28) (2) (444) IV. Net profit before income tax 94 (424,827) Impairment losses 301 Change in unearned premium reserves 157 748 Investment income 202,599 13,949 520 707 (437) 905 217,775 associates and joint ventures 3,909 266 Other gains 104 7 Fair value gains/(losses) (8,139) (554) Including: Investment income from Foreign exchange gains/(losses) (6,695) Less: Premiums ceded to reinsurers RMB million I. Operating income Total Increase in insurance contracts reserve Less: Insurance reserves recoverable from reinsurers 681,622 122,358 15,031 10,243 (3,199) (1,138) 826,055 484,504 108,791 14,530 607,825 Premium income 485,642 115,329 14,219 615,190 Premiums earned 871 (8,270) ॰ 'དྲེས༔ 122 II. Operating expenses (669,864) (114,912) (13,088) (7,007) 3,199 Surrenders (35,268) (1,835) (19) (37,122) Claims expense (77,609) (56,803) (6,271) 59 (140,683) Less: Claims recoverable from reinsurers 6,013 406 (1) 8 (801,672) 2 115 3,628 176 (21) (37) (8,751) (1,001) (69) Other operating income 65 1,568 (557) 98 10,510 (3,199) 8,977 Including: inter-segment transactions 3,199 (3,199) Gains/(losses) on disposal of assets Total equity 3,417,906 Total assets 22 Joy City RMB million 246,072 RMB million RMB million RMB million MCL RMB million 29,306 25,889 644,687 9,710 23,957 Total liabilities 3,156,057 12,773 198,186 1,369 297,413 RMB million 37,315 RMB million (444) Pipeline 2,841 Other comprehensive income 261,849 (243) 3 319 Total comprehensive income 18,860 (21,228) 242 Company China Unicom 3,030 141 (73) 204 Annual Report 2023 | Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 10 INVESTMENTS IN ASSOCIATES AND JOINT VENTURES (continued) The following table illustrates the financial information of the Group's major associates and joint ventures as at 31 December 2022 and for the year ended 31 December 2022: CGB Sino-Ocean COFCO Futures 19,032 47,886 8,056 35,946 170,408 7,924 4,737 Proportion of the Group's ownership 43.686% 29.59% 35.00% 43.86% 10.03% 36,330 66.67% Gross carrying value of the investments 98,085 1,737 21,569 22,602 5,283 Impairment 371 3,553 75.00% 3,417 3,407 217,227 347,274 9,688 11,184 Total equity attributable to equity holders of the associates and joint ventures 216,858 31,747 3,407 35,946 154,370 23,957 9,688 Total adjustments (i) 369 (7,790) 384 16,038 (1,764) (6,447) Total equity attributable to equity holders of the associates and joint ventures after adjustments 11,184 141 MCL RMB million 3,030 12,826 Total equity 276,985 20,792 3,584 14,384 357,935 9,622 11,301 Total equity attributable to equity 7 holders of the associates and joint ventures 7,029 3,571 14,384 159,241 9,622 11,301 Total adjustments (i) 251 9,514 362 231,993 15,565 304,910 22,585 For the year ended 31 December 2023 10 INVESTMENTS IN ASSOCIATES AND JOINT VENTURES (continued) The following table illustrates the financial information of the Group's major associates and joint ventures as at 31 December 2023 and for the year ended 31 December 2023: CGB Sino-Ocean COFCO Futures Pipeline Company China Unicom Joy City RMB million RMB million RMB million RMB million RMB million RMB million 7,430 (5,862) Total liabilities 3,509,522 206,172 26,169 21,814 662,845 9,629 24,127 3,232,537 185,380 Total assets (1,501) (7,267) Total equity attributable to equity Impairment provision (5,862) Net carrying value of the investments 104,645 1,795 12,104 23,052 5,414 3,025 3,025 Total revenues 43,380 3,779 6,213 379,643 155 973 Net profit/(loss) 16,019 (20,985) 239 69,678 5,414 23,052 12,104 holders of the associates and joint ventures after adjustments 232,244 16,543 3,571 14,746 174,806 8,121 4,034 Proportion of the Group's ownership 43.686% 29.59% 35.00% 43.86% 10.03% 66.67% 75.00% Gross carrying value of the investments 104,645 5,862 1,795 18,713 Net carrying value of the Notes to the Consolidated Financial Statements (continued) 98,085 637 132 57 210,523 211,349 Level 1 RMB million As at 31 December 2023 Level 2 RMB million Level 3 RMB million Total 211,349 RMB million 128,994 55,494 178 2,437 32,276 34,891 178 2,437 216,764 219,379 128,994 55,494 As at (350) 34,448 Unlisted (ii) Total For the year ended 31 December 2023 (i) Other Investment in debt instruments at amortised cost mainly include large-denomination certificates of deposits. (ii) Unlisted debt investments mainly include non-publicly traded trust schemes and debt investment plans. Fair value hierarchy Trust schemes Debt investment plans Others Total Contractual maturity schedule 211,699 Maturing: After one year but within five years After five years but within ten years Over ten years Total As at 31 December 2023 RMB million 123,996 53,255 Within one year Listed overseas 31 December RMB million After five years but within ten years Over ten years Total Impairment provision 31 December 2023 RMB million 494,830 1,717,598 408,921 22,752 100,068 2,744,169 After one year but within five years 395,189 179 2,348,743 2,744,169 172,999 398,475 207,198 1,965,497 2,744,169 (1,432) Notes to the Consolidated Financial Statements (continued) 58 2023 Within one year Contractual maturity schedule 44,921 92,002 67,097 7,329 211,349 Annual Report 2023 | Financial Report 207 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 11 FINANCIAL ASSETS (continued) 11.4 Investment in debt instruments at fair value through other comprehensive income Maturing: Government bonds Corporate bonds Subordinated bonds Others (i) Total By place of listing: Listed in Mainland, PRC Listed in Hong Kong, PRC Listed overseas Unlisted (ii) Total Government agency bonds investments Listed in Hong Kong, PRC By place of listing: 190 10 (1,750) Total comprehensive income 12,763 (21,836) 225 3,128 16,841 (154) 6 (976) The Group had no contingent liabilities with the associates and joint ventures as at 31 December 2023 and 31 December 2022. The Group had a capital contribution commitment of RMB13,638 million with associates and joint ventures as at 31 December 2023 (as at 31 December 2022: RMB15,231 million). The capital contribution commitment amount has been included in the capital commitments in Note 38. Annual Report 2023 | Financial Report 205 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 11 FINANCIAL ASSETS 11.1 Term deposits Maturing: Within one year After one year but within five years Sub-total (i) Total adjustments include accounting policy difference adjustments, fair value adjustments and other adjustments. Impairment provision Total (6,186) Other comprehensive income 2,194 1,737 21,569 22,602 5,283 3,553 Total revenues 75,154 42,447 3,222 (2,765) 6,097 (145) 883 Net profit/(loss) 15,528 (15,650) 219 3,128 16,651 (164) 774 361,123 Listed in Mainland, PRC As at 31 December 31 December 2022 RMB million RMB million 517 3,933 6,010 2,400 6,527 6,333 (7) 2023 6,520 Insurance companies in China are required to deposit an amount that equals 20% of their registered capital with banks in compliance with regulations of the NFRA. These funds may not be used for any purpose other than for paying off debts during liquidation proceedings. 206 Annual Report 2023 | Financial Report 11 FINANCIAL ASSETS (continued) 11.3 Investment in debt instruments at amortised cost Trust schemes Debt investment plans Others (i) Sub-total Impairment provision Total 6,333 As at 31 December As at 31 December 2023 2022 RMB million RMB million 174,513 183,832 238,951 301,735 413,464 As at 485,567 413,255 485,567 As at 31 December 2023, the Group's term deposits of RMB1,506 million were deposited in banks for risk reserves of enterprise annuity fund investments and risk reserves of personal endowment security management business, which are restricted to use (as at 31 December 2022, the Group's term deposits of RMB2, 175 million were deposited in banks for risk reserves of enterprise annuity fund investments, risk reserves of personal endowment security management business and backing overseas borrowings, which are restricted to use). 11.2 Statutory deposits - restricted contractual maturity schedule: Within one year After one year but within five years Sub-total Impairment provision Total (209) Annual Report 2023 | Financial Report 203 4 The British Cayman Islands The British Virgin Islands As at 31 December 2023 Fair value As at 1 January 2023 As at 31 December 2023 15,226 1 (5) 15,222 (2,033) (437) As at 1 January 2023 1 13,193 12,753 16,854 16,677 200 Annual Report 2023 | Financial Report Notes to the Consolidated Financial Statements (continued) 9 INVESTMENT PROPERTIES (continued) Cost As at 1 January 2022 Additions (2,469) Deductions Net book value Deductions As at 31 December 2022 RMB million RMB million 54 939 74 1,139 319 324 As at 31 December 2023 1 1,537 Buildings RMB million Cost As at 1 January 2023 Additions Deductions As at 31 December 2023 Accumulated depreciation As at 1 January 2023 Additions 1,313 As at 31 December 2023 31 December 2022 As at 1 January 2022 Additions Under the market comparison approach and income approach, an increase (decrease) in the comprehensive adjustment coefficient will result in an increase (decrease) in the fair value of investment properties. Annual Report 2023 | Financial Report 201 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 10 INVESTMENTS IN ASSOCIATES AND JOINT VENTURES As at 1 January Change of the cost Share of profit or loss Dividends declared Other equity movements Change of provision for impairment The Group uses the weighted average of market comparison approach and income approach as its valuation method to estimate the fair value of its investment properties. Under the market comparison approach, the estimated fair value of a property is based on the average sale price of comparable properties recently sold; the income approach is to convert projected future incomes of investment properties into value by rate of return, rate of capitalization or income multiplier. According to the calculation results of the above two valuation approaches, with consideration of the comprehensive adjustment coefficient, which is composed of a number of adjusting factors, including the time and the conditions of sale, the geographical location, age, decoration, floor area, lot size of the property and other factors. As at 31 December 2022 RMB million RMB million 262,485 258,933 (8,252) 12,877 8,079 3,979 (4,854) 2023 Accumulated depreciation The fair value of investment properties of the Group as at 31 December 2023 amounted to RMB16,677 million (as at 31 December 2022: RMB16,854 million), which was estimated by the Group having regards to valuations performed by independent appraisers. The investment properties were classified as Level 3 in the fair value hierarchy. The Group has no restrictions on the use of its investment properties and no contractual obligations to each investment property purchased, constructed or developed or for repairs, maintenance and enhancements. Deductions As at 31 December 2022 Net book value As at 1 January 2022 As at 31 December 2022 Fair value As at 1 January 2022 As at 31 December 2022 For the year ended 31 December 2023 Buildings RMB million As at 31 December 2023, the Group had no investment properties for which the title certificates were in process to obtain (as at 31 December 2022: nil). 14,971 266 15,226 (1,597) (437) 1 (2,033) 13,374 13,193 16,626 16,854 The Company leases part of its investment properties to its subsidiaries and charges rentals based on the areas occupied by the respective entities. These properties are categorised as property, plant and equipment of the Group in the consolidated statement of financial position. (11) (5,373) 9 INVESTMENT PROPERTIES Expense relating to leases of low-value assets (except for short-term lease liabilities) As at 31 December 2023 Net book value As at 1 January 2023 As at 31 December 2023 31 4,204 637 (1,267) 3,574 (938) 1,239 As at 1 January 2023 (2,091) 21 13 (2) (2,394) (939) 1,239 (2,094) 1,809 1 1,810 1,479 1 1,480 (3) Buildings Impairment Deductions (i) Other investment in debt instruments at fair value through other comprehensive income mainly include trust schemes and debt investment plans. (ii) Unlisted debt investments include those traded on the Chinese interbank market and those not publicly traded. Notes to the Consolidated Financial Statements (continued) 8 LEASES (a) Right-of-use assets For the year ended 31 December 2023 Buildings Others Total RMB million Cost As at 31 December 2023 As at 1 January 2023 Deductions As at 31 December 2023 Accumulated depreciation As at 1 January 2023 Charge for the year 4,201 636 (1,267) 3,570 (2,392) Additions Total Others RMB million (2,394) As at 31 December 2022 Impairment As at 1 January 2022 As at 31 December 2022 Net book value As at 1 January 2022 As at 31 December 2022 2,517 1,809 1 (2,392) 2,518 1,810 The Group had neither significant profit from subleasing right-of-use assets nor profit or loss from sale and leaseback transactions for the year ended 31 December 2023 (2022: same). The Group's right-of-use assets include the above assets and land use rights disclosed in Note 13. Annual Report 2023 | Financial Report 199 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 8 LEASES (continued) (b) The amounts recognised in profit or loss in relation to leases are as follows: Interest on lease liabilities Depreciation charge of right-of-use assets Expense relating to short-term leases 1 Total 1,599 Deductions Cost As at 1 January 2022 Additions 5,370 639 21 5,372 Deductions (1,808) 640 (1,808) 31 December 2022 1,599 4,201 4,204 Accumulated depreciation As at 1 January 2022 (2,853) (1) (2,854) Charge for the year (1,138) (1) (1,139) 3 1,302 (4,778) (3,150) 46,042 Sub-total 64,058 54,328 54,328 1,028 585 (1,362) (98) 54,481 Total 220,699 132 262,488 (8,252) 8,079 (4,854) 1,302 258,760 (6,367) (i) The 2022 final dividend of RMB0.078 in cash per ordinary share was approved and declared in the Annual General Meeting of CGB on 20 June 2023. The Company received a cash dividend of RMB742 million. (ii) The Group made adjustments to the profit or loss on the basis of the statement of comprehensive income and the statement of changes in equity for 2023 provided by Sino-Ocean Group. The profit and loss adjustment amount for 2023 is RMB -2,194 million, and the carrying amount of Sino-Ocean held by the Group as at 31 December 2023 was 0. 202 Annual Report 2023 | Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 10 INVESTMENTS IN ASSOCIATES AND JOINT VENTURES (continued) 262,485 (iii) The 2022 final dividend of RMB0.0427 in cash per ordinary share was approved and declared in the Annual General Meeting of China Unicom on 29 June 2023. The Company received a cash dividend of RMB136 million. The 2023 interim dividend of RMB0.0796 in cash per ordinary share was approved and declared in the Annual General Meeting of China Unicom on 9 August 2023. The Company received a cash dividend of RMB254 million. 590 (1,200) 45,492 45,492 Joint ventures Joy City Commercial Property Fund L. P. Equity method 6,281 5,283 5,283 23 293 (162) 162 5,414 66.67% 1,028 ("Joy City") Equity method 7,656 3,553 3,553 (298) (230) 3,025 75.00% Others (iv) Equity method 50,121 Mapleleaf Century Limited ("MCL") (6,367) On 31 December 2023, the stock price of China Unicom was RMB4.38 per share. (v) There is no significant restriction for the Group to dispose of its associates and joint ventures. As at 31 December 2022, the major associates and joint ventures of the Group are as follows: Place of incorporation Percentage of equity interest held Name Associates CGB Sino-Ocean COFCO Futures Pipeline Company China Unicom 66.67% 75.00% Joint ventures Joy City PRC 43.686% Hong Kong, PRC 29.59% PRC 35.00% PRC 43.86% PRC 10.03% MCL (iv) The Group invested in real estate, industrial logistics assets and other industries through these enterprises. The British Virgin Islands 10.03% As at 31 December 2023, the major associates and joint ventures of the Group are as follows: Name Associates CGB Sino-Ocean COFCO Futures Pipeline Company China Unicom Joint ventures Joy City The British Cayman Islands MCL Percentage of equity interest held PRC 43.686% Hong Kong, PRC 29.59% PRC 35.00% PRC 43.86% PRC Place of incorporation 204,279 1,400 7,494 (3,492) amount of impairment (Restated, Note 2.1.1.b) RMB million RMB million Associates China Guangfa Bank Co., Ltd. ("CGB") (i) Equity method 53,201 of equity interest 98,085 6,061 (742) 244 1,241 104,645 43.686% Sino-Ocean Group Holding Limited Equity method 11,245 2,194 98,085 2,194 2023 loss 258,760 262,488 Movements in the current year As at 31 As at 1 Share of Other Accounting method Investment December declared movements impairment January profit or Dividends equity Provision for As at 31 Percentage Accumulated December cost 2022 2023 the cost Change of (2,194) 29.59% (5,862) 21,801 22,602 22,602 14 774 360 (390) 66 23,052 10.03% Limited ("China Unicom") (iii) Equity method Others (iv) 59,055 61,973 61,970 Sub-total 156,641 208,160 208,157 720 (9,280) 1,438 (1,545) 100 62,683 (505) Equity method China United Network Communications Company") Gas Pipeline Co., Ltd. ("Pipeline ("Sino-Ocean") (ii) COFCO Futures Company Limited Equity method 1,339 1,737 1,737 137 83 26 (26) 1 1,795 35.00% ("COFCO Futures") China Pipe Group Sichuan to East China Equity method 10,000 21,569 21,569 (10,000) 1,332 (789) (8) 12,104 43.86% 66.67% 75.00% 208 Annual Report 2023 | Financial Report As at 1,720,974 Unlisted debt securities refer to debt securities traded in Chinese interbank market. For the year ended 31 December 2023 As at 31 December 2022 RMB million 378,105 1,004,162 178,203 13,734 1,574,204 231,704 144 62 1,342,294 1,574,204 As at 31 December 2022 there was no provision for impairment of held-to-maturity securities held by the Group. Debt securities - fair value hierarchy Government bonds Government agency bonds Corporate bonds Subordinated bonds Total Debt securities - contractual maturity schedule Maturing: Within one year After one year but within five years After five years but within ten years Over ten years Total As at 31 December 2022 Level 1 Total Unlisted (i) Listed overseas Listed in Hong Kong, PRC 315,435 230,771 743,779 206,963 415,413 339,220 961,596 1,705,375 50,058 693,721 743,779 422,464 41,877 10,230 RMB million 487,025 1,705,375 (i) Other debt investments under financial assets at fair value through profit or loss mainly include trust schemes and debt investment plans. (ii) Other equity investments under financial assets at fair value through profit or loss mainly include perpetual bond, private equity funds and unlisted equities. (iii) Unlisted debt investments include those traded on the Chinese interbank market and those not publicly traded. Unlisted equity investments refer to investments that are not traded on stock exchanges, mainly perpetual bonds, private equity funds and open-ended funds with public market price quotations. 210 Annual Report 2023 | Financial Report Notes to the Consolidated Financial Statements (continued) 11 FINANCIAL ASSETS (continued) 11.7 Held-to-maturity securities (i) Debt securities Government bonds Government agency bonds. Corporate bonds Total Debt securities Listed in Mainland, PRC 961,596 Level 2 RMB million Total RMB million 240,597 104,751 719 2022 RMB million (Restated (i)) 344,426 (2,343) 342,083 As at 31 December 2022 RMB million (Restated (i)) 52,989 180,686 97,081 13,670 344,426 (2,343) 31 December 342,083 212 Annual Report 2023 | Financial Report Notes to the Consolidated Financial Statements (continued) 11 FINANCIAL ASSETS (continued) 11.9 Available-for-sale securities Available-for-sale securities, at fair value Debt securities Government bonds Government agency bonds Corporate bonds Subordinated bonds Others (i) Sub-total Equity securities Funds (i) Under IFRS 17 Insurance Contracts, policy loans are no longer accounted for as a separate financial asset and should be accounted for as fulfilment cash flow of the relevant policies. 187,138 As at Impairment 177,217 976,103 417,814 1,080,854 185,426 186,145 15,993 346,067 1,354,739 15,993 1,700,806 As at 31 December 2022 RMB million Net value 33,961 160,527 1,574,204 Annual Report 2023 | Financial Report 211 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 11 FINANCIAL ASSETS (continued) 11.8 Loans Loans Impairment Net value Maturing: Within one year After one year but within five years After five years but within ten years Over ten years Total 83,894 1,295,822 6,813 3,622 2023 RMB million (216,851) (148,958) repurchase Bonds payable (36,166) (34,997) (36,278) (35,387) Interest-bearing loans and other borrowings (12,857) (12,774) (12,857) (12,774) (i) The estimates and judgements to determine the fair value of financial assets are described in Note 4.2. (ii) The fair values of investment in debt instruments at amortised cost, held-to-maturity securities and loans are determined by reference with the debt securities which are measured by fair value. Please refer to Note 5.4. (148,958) 216 Annual Report 2023 | Financial Report For the year ended 31 December 2023 12 FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES (continued) The fair values of the underlying items of the Group's Insurance contracts with direct participation features are as follows: 31 December As at As at Total Others (ii) Tax prepaid Prepayments to constructors Due from related parties Disbursements Investments receivable and prepaid Land use rights (i) Notes to the Consolidated Financial Statements (continued) 13 OTHER ASSETS (216,851) loss N/A 342,083 N/A 351,285 Available-for-sale securities, at fair value N/A 31 December 2023 N/A 1,720,974 Securities at fair value through profit or loss N/A 223,790 N/A 223,790 Financial assets sold under agreements to Financial assets purchased under agreements to 38,533 19,759 38,533 resell Cash and cash equivalents 149,305 127,594 149,305 127,594 Financial liabilities at fair value through profit or (13,878) (3,344) (13,878) (3,344) 19,759 For the year ended 31 December 2023 1,937,657 186,876 Annual Report 2023 | Financial Report 209 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 11 FINANCIAL ASSETS (continued) 11.6 Financial assets at fair value through profit or loss Debt investments Government bonds Government agency bonds Corporate bonds Subordinated bonds Others (i) Sub-total Equity investments Funds The dividends income of investment in equity instruments at fair value through other comprehensive income recognised during the year are described in Note 22. Common stocks Sub-total Total Debt investments Listed in Mainland, PRC Unlisted (iii) Sub-total Equity investments Listed in Mainland, PRC Listed in Hong Kong, PRC Listed overseas Unlisted (iii) Sub-total Total As at 31 December Others (ii) 2,087,550 In 2023, the Group disposed of investment in equity instruments at fair value through other comprehensive income amounted to RMB2,713 million, and the net cumulative gains of RMB96 million on disposal was transferred from other comprehensive income to retained earnings. 72,152 167,942 59,482 N/A 715,824 N/A 178,972 N/A 2022 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 11 FINANCIAL ASSETS (continued) 11.5 Investment in equity instruments at fair value through other comprehensive income Common stocks Preferred stocks Others (i) 138,005 Total Listed in Mainland, PRC Listed in Hong Kong, PRC Unlisted (ii) Total (i) Other investment in equity instruments at fair value through other comprehensive income mainly include perpetual bonds. (ii) Unlisted equity investments include those not traded on stock exchanges, which are mainly perpetual bonds. As at 31 December 2023 RMB million 14,787 50,445 72,773 138,005 56,962 8,891 By place of listing: As at Subordinated bonds 2022 485,567 6,333 211,349 N/A 219,379 N/A cost (ii) Investment in debt instruments at fair value through other comprehensive income Investment in equity instruments at fair value through other comprehensive income Financial assets at fair value through profit or loss 2,744,169 N/A 2,744,169 N/A 138,005 N/A 138,005 413,255 6,520 N/A N/A 1,705,375 N/A Held-to-maturity securities (ii) N/A As at 31 December As at 31 December 2023 31 December 2022 RMB million RMB million Cash and cash equivalents 1,705,375 Term deposits 6,333 Investment in debt instruments at amortised Above 30 days Total As at As at 31 December 31 December 2023 2022 RMB million RMB million 19,682 77 19,759 38,215 318 38,533 12 FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES 485,567 The table below presents the carrying amount and estimated fair value of major financial assets and liabilities: Carrying amount As at As at 31 December 2023 RMB million 31 December 2022 RMB million As at 31 December 2023 RMB million As at 31 December 2022 RMB million Term deposits Statutory deposits - restricted Estimated fair value (i) Within 30 days 47,693 131,206 171 15,930 8,373 37,318 22,004 (i) The Group's right-of-use assets include the above land use rights and right-of-use assets disclosed in Note 8. (ii) As at 31 December 2023, other items in the Group's other assets were mainly subsidiary real estate related assets. During the year ended 31 December 2023, the Group recognised an expected credit loss of RMB65 million on other receivables (2022: an assets impairment loss of RMB36 million), and at 31 December 2023, the provision for impairment of other receivables is RMB720 million (As at 31 December 2022: RMB639 million). Annual Report 2023 | Financial Report 217 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 14 INSURANCE CONTRACTS 14.1 Significant actuarial assumptions (1) Estimates of future cash flows All of the future cash flows within the boundary of each group of contracts are included in the measurement of each group of insurance contracts. 77 The Group estimates cash flows which are expected in the future and the timing and probability that they will occur based on the information available at the reporting date. In making these expectations, the Group uses information about past events, current conditions and forecasts of future conditions. The Group's estimate of future cash flows is the probability- weighted mean of a range of scenarios that reflect the full range of possible outcomes. Assumptions used to develop estimates about future cash flows are reassessed by the Group at the reporting date and adjusted where required. Significant actuarial assumptions used are discussed below: Discount rates Based on the information available at the reporting date, the Group; applies the bottom-up approach in determining the the risk-free yield curve. The assumed spot discount rates are as follows: As at 31 December 2023 As at 31 December 2022 218 Annual Report 2023 | Financial Report Discount rate assumptions 2.57% 4.80% 2.59% 4.80% Loans (ii) 1,700,806 N/A 1,574,204 The Group adjusts the estimates of future cash flows to reflect the time value of money. 34,993 95 1,005 197,000 Investment in debt instruments at amortised cost 12,163 N/A Investment in debt instruments at fair value through other comprehensive income 1,077,916 N/A Investment in equity instruments at fair value through other comprehensive income 61,599 N/A Financial assets at fair value through profit or loss 589,031 N/A Loans 963 Held-to-maturity securities Securities at fair value through profit or loss Other miscellaneous items Total N/A 564,510 RMB million RMB million (Restated, Note 2.1.1.b) 7,861 8,092 7,765 1,029 4,662 3,299 Available-for-sale securities, at fair value Maturing: 413,255 6,520 11 FINANCIAL ASSETS (continued) Annual Report 2023 | Financial Report 213 Notes to the Consolidated Financial Statements (continued) 11.11 Financial assets purchased under agreements to resell Debt securities 11.10 Securities at fair value through profit or loss 11 FINANCIAL ASSETS (continued) Notes to the Consolidated Financial Statements (continued) 879,443 315,980 239,004 206,086 118,373 RMB million As at 31 December 2022 214 Annual Report 2023 | Financial Report 1,738,108 Total 17,134 244,964 188,563 156,024 174,398 879,443 Common stocks Preferred stocks Others (i) Sub-total Available-for-sale securities, at cost Equity securities Others (i) Total 131,897 414,148 50,522 841,531 Over ten years After five years but within ten years After one year but within five years 31 December As at Total Sub-total Unlisted (ii) Listed in Hong Kong, PRC Listed overseas Listed in Mainland, PRC Equity securities Sub-total Unlisted (ii) Listed overseas Listed in Hong Kong, PRC Listed in Mainland, PRC Debt securities 11.9 Available-for-sale securities (continued) 2022 RMB million 85,450 38 contractual maturity schedule Within one year - Maturing: Debt securities Other available-for-sale securities mainly include unlisted equity investments, private equity funds, trust schemes and perpetual bonds. (ii) Unlisted debt securities are those traded on the Chinese interbank market and those not publicly traded. Unlisted equity securities include those not traded on stock exchanges, which are mainly open-ended funds with public market price quotations, wealth management products and private equity funds. (i) 313,270 1,738,108 378,824 59 59,495 420,287 879,443 793,861 94 858,665 47,188 For the year ended 31 December 2023 Listed in Hong Kong, PRC Debt securities Listed in Mainland, PRC Listed in Hong Kong, PRC Listed overseas Unlisted (ii) Sub-total Equity securities Listed in Mainland, PRC 11 FINANCIAL ASSETS (continued) Listed overseas Unlisted (ii) Total Sub-total 32,261 For the year ended 31 December 2023 As at 31 December 265 2022 RMB million 1,805 9,622 152,347 27,755 Total Subtotal Others Common stocks For the year ended 31 December 2023 Notes to the Consolidated Financial Statements (continued) Annual Report 2023 | Financial Report 215 (ii) Unlisted debt securities are those traded on the Chinese interbank market and those not publicly traded. Unlisted equity securities are those not traded on stock exchanges, which are mainly open-ended funds with public market price quotations. (i) Other debt securities at fair value through profit or loss mainly include inter-bank certificates of deposits. 223,790 32,261 10,490 4,233 637 16,901 191,529 154,760 RMB million 293 21 36,455 223,790 Government bonds Government agency bonds. Corporate bonds Others (i) Sub-total Equity securities Funds 191,529 13,444 18,552 (12,088) Financial changes in insurance contracts (3,131) (65,689) Impact of insurance contracts initially recognised in the period 51,093 51,093 Changes in estimates with adjustment to contractual service margin (21,347) 11,175 (12,512) (22,684) Changes relating to future service (21,347) 11,175 38,581 28,409 17,111 (50,470) Changes relating to current service 37,383 194,653 105,156 119,844 64,321 As at 31 December 2023 RMB million 226 Annual Report 2023 | Financial Report Total 3-5 years (including 5 years) 510 years (including 10 years) More than 10 years 1 - 3 years (including 3 years) 1 year or less (including 1 year) Number of years until expected to be amortised The expected amortisation of contractual service margin provided in the table below represents the amount by which the carrying value of the Group's contractual service margin at 31 December 2023 is expected to be apportioned to future years on the basis of the unit of coverage, which does not include contractual service margin for future new business, accrued interest, etc., and therefore there may be differences with the amortisation of contractual service margin in future years. (4) Expected amortisation of contractual service margin 772 772 521 521 3,932 Total 285,163 769,137 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 133,890 612,200 As at 1 January 2023 RMB million Total transition date Other contracts transition date approach at the approach at the 783,473 the fair value contracts Insurance retrospective the modified measured using Insurance contracts (5) Reconciliation of contractual service margin for insurance contracts not measured using the premium allocation approach 14.2 Insurance contract liabilities (continued) 14 INSURANCE CONTRACTS (continued) measured using 1,901 696 As at 31 December 2023 389 696 193 4,441 4,634 Gains or losses on reinsurance contracts Financial changes in reinsurance contracts held 389 (4,141) 4,441 493 1,337 107 1,444 Total amounts recognised in comprehensive 193 income 3,549 (196) as at 1 January 2023 12,685 1,990 6,859 21,534 Allocation of reinsurance premiums paid 3,745 (4,141) Recovery of incurred claims and other expenses Recognition and reversals of loss-recovery component Changes to assets for incurred claims recovered from reinsurers Amounts recovered from reinsurers (4,141) (2,804) 300 4,441 24,297 Reinsurance contract assets as at 31 December 2023 15,043 2,290 7,087 7,106 24,420 December 2023 (142) 19 (123) 228 Annual Report 2023 | Financial Report 47,966 Reinsurance contract liabilities as at 31 2,290 14,901 Net assets/(liabilities) of reinsurance contract as at 31 December 2023 1,937 Investment components (1,674) 1,674 Reinsurance premiums paid 6,694 6,694 Incurred claims and other expenses recovered from reinsurers (5,868) (5,868) Total cash flows 6,694 (5,868) 826 Net assets/(liabilities) of reinsurance contract 22,944 (135) (157) 805,433 Changes relating to current service (35,167) (7,643) (463) (43,273) 139,178 Impact of insurance contracts initially recognised in 47,966 47,966 Changes in estimates with adjustment to contractual service margin (36,736) (1,216) the period (10,873) 666,255 RMB million 557,494 136,909 74,734 769,137 Insurance contracts As at 1 January 2022 Insurance the modified retrospective approach at the contracts transition date measured using the fair value approach at the transition date Other contracts Total measured using (48,825) Changes relating to future service (36,736) Assets for remaining coverage recovered from reinsurers Excluding Assets for incurred claims loss-recovery Loss-recovery recovered from component component reinsurers Total (1) Reconciliation of remaining coverage and incurred claims for reinsurance contracts held Contracts not measured using the premium allocation approach RMB million 12,842 1,990 6,837 21,669 Reinsurance contract liabilities as at 1 January 2023 Reinsurance contract assets as at 1 January 2023 14.3 Reinsurance contract assets/(liabilities) 14 INSURANCE CONTRACTS (continued) For the year ended 31 December 2023 (1,216) 37,093 (859) Financial changes in insurance contracts 17,848 3,571 753 22,172 As at 31 December 2022 612,200 133,890 37,383 783,473 Annual Report 2023 | Financial Report 227 Notes to the Consolidated Financial Statements (continued) 22 47,966 Changes to liabilities for incurred claims 17 Losses and reversals of losses on onerous contracts 689 689 Changes to liabilities for incurred claims Total insurance service 16,531 (3,250) (3,934) expenses 16,531 (980) 35,946 (166) 51,331 (684) Insurance service result 16,531 Amortisation of insurance the modified retrospective approach at transition (108) Other contracts (52,039) Total insurance revenue (52,147) acquisition cash flows (108) (52,147) Incurred claims and other expenses (1,669) 39,196 518 38,045 (52,039) Contracts measured using (35,616) 35,946 79,681 Insurance acquisition cash flows paid (16,857) (16,857) Claims and other expenses paid Total cash flows 79,681 62,824 (66,101) (3,277) Insurance contract liabilities as at 31 December 2023 6,251 798 26,143 (66,101) (66,101) (980) Premiums received (25,665) (166) (816) Financial changes in insurance contracts 1,297 674 20 25,665 1,991 comprehensive income (34,319) (980) 36,620 (146) 1,175 Investment components Total amounts recognised in 35,872 724 29,959 43,041 (47,630) Financial changes in insurance contracts 139,633 399 140,032 Total amounts recognised in comprehensive 9,521 income 9,920 43,041 92,402 Investment components (171,236) 171,236 Premiums received 39,441 622,108 (100,192) 79,541 42,532 41,407 Amortisation of insurance acquisition cash flows 26,979 26,979 Losses and reversals of losses on onerous contracts Insurance service result 10,646 Changes to liabilities for incurred claims 509 509 Total insurance service expenses 26,979 9,521 43,041 10,646 622,108 Insurance acquisition cash flows paid (43,884) Insurance contract liabilities as liabilities for remaining coverage Excluding loss liabilities for incurred claims Risk Contracts measured using the premium allocation approach Present value of future cash flows RMB million adjustment for non- financial risk Total component component at 1 January 2023 3,411 1,778 Loss (1) Reconciliation of the liabilities for remaining coverage and the liabilities for incurred claims for insurance contracts issued (continued) 14.2 Insurance contract liabilities (continued) 14 INSURANCE CONTRACTS (continued) (43,884) Claims and other expenses paid (212,884) (212,884) Total cash flows 578,224 (212,884) 365,340 Insurance contract liabilities as at 31 December 2022 4,176,033 20,169 34,873 4,231,075 Annual Report 2023 | Financial Report 221 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 578 33,770 222 Annual Report 2023 | Financial Report Notes to the Consolidated Financial Statements (continued) 29,959 724 35,872 Annual Report 2023 | Financial Report 223 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 14 INSURANCE CONTRACTS (continued) 1,778 14.2 Insurance contract liabilities (continued) Risk Present value adjustment for of future cash non-financial flows Contractual risk service margin RMB million Total Insurance contract liabilities as at 1 January 2023 (2) Reconciliation of fulfilment cash flows and contractual service margin for insurance contracts issued Contracts not measured using the premium allocation approach 3,413,416 3,411 Insurance contract liabilities as Investment components (22,770) 22,770 Premiums received 76,305 76,305 Insurance acquisition cash flows at 31 December 2022 paid (16,913) Claims and other expenses paid Total cash flows 59,392 (58,613) (58,613) (58,613) 779 (16,913) 34,186 Contractual service margin recognised for the service provided 521 Changes in estimates with adjustment to contractual service margin 22,655 29 (22,684) Changes in estimates without adjustment to 51,093 contractual service margin 661 12,074 Changes relating to future service (17,753) 1,939 28,409 12,595 11,413 1,249 (51,821) recognised in the period Change in the risk adjustment for non- 783,473 4,231,075 (65,689) (65,689) financial risk Current experience adjustment Changes relating to current service (1,771) (1,771) (6,658) (6,658) (6,658) (1,771) (65,689) (74,118) Impact of insurance contracts initially (1,290) (1,125) 31 1,079 risk Total RMB million 3,766 699 31,225 693 non-financial 36,383 (18,160) Other contracts (37,247) (37,247) Total insurance revenue (55,407) (55,407) (18,160) Incurred claims and other adjustment for component For the year ended 31 December 2023 14 INSURANCE CONTRACTS (continued) 14.2 Insurance contract liabilities (continued) (1) Reconciliation of the liabilities for remaining coverage and the liabilities for incurred claims for insurance contracts issued (continued) Contracts measured using the premium allocation approach (continued) liabilities for remaining coverage Insurance contract liabilities as Present value of future cash flows at 1 January 2022 the modified retrospective approach at transition liabilities for incurred claims Risk Excluding loss Loss component Contracts measured using expenses (691) 37,718 52,073 (38,362) 1,079 33,935 14 (3,334) Insurance service result 14 Financial changes in insurance 1,385 642 17 2,044 Total amounts recognised in comprehensive income (36,977) contracts 33,935 1,079 17,045 648 37,675 Amortisation of insurance acquisition cash flows 17,045 17,045 Losses and reversals of losses on onerous contracts 1,770 1,770 Changes to liabilities for incurred claims (3,783) (634) (4,417) Total insurance service expenses 34,577 Incurred claims and other expenses (127,171) (127,171) (63) 9,937 contractual service margin Changes in estimates without adjustment to (48,825) (4,906) 53,731 9,874 contractual service margin 772 47,966 1,790 (48,984) recognised in the period Impact of insurance contracts initially (58,785) Changes in estimates with adjustment to (43,273) Changes relating to future service (3,179) Financial changes in insurance contracts (47,630) (44,132) (5,193) 1,695 Insurance service result 509 14,684 3 Changes relating to past service 509 3 506 Changes to liabilities for incurred claims 10,646 (859) 506 (2,017) (13,495) Changes relating to current service Present value of future cash flows Contracts not measured using the premium allocation approach (continued) (2) Reconciliation of fulfilment cash flows and contractual service margin for insurance contracts issued (continued) 14.2 Insurance contract liabilities (continued) 14 INSURANCE CONTRACTS (continued) For the year ended 31 December 2023 Notes to the Consolidated Financial Statements (continued) Risk adjustment for non-financial 224 Annual Report 2023 | Financial Report 769,137 36,928 4,019,340 Insurance contract liabilities as at 31 December 2023 398,437 398,437 Total cash flows 4,825,405 Contractual risk service margin Total RMB million (13,495) (13,495) Current experience adjustment (2,017) (2,017) financial risk Change in the risk adjustment for non- (43,273) (43,273) the service provided Contractual service margin recognised for 3,773,333 805,433 37,884 2,930,016 2022 Insurance contract liabilities as at 1 January 116,365 (255,365) 1,495 140,032 667,559 Others 46,670 2,610 44,060 54,854 1,649 13,217 53,205 (737,251) (22,061) (715,190) (787,451) (14,355) (773,096) future cash inflows Insurance acquisition cash flows Estimates of the present value of 680,776 20,206 1,773 1,249 51,093 51,093 Contractual service margin 10 1,239 Risk adjustment for non-financial risk 621,391 688,267 665,451 735,630 14,866 720,764 future cash outflows Estimates of the present value of 641,597 22,816 RMB million Total Onerous contracts Total cash flows (212,884) (212,884) Claims and other expenses paid (43,884) (43,884) Insurance acquisition cash flows paid 365,340 622,108 Premiums received 92,402 (21,960) (3,698) 118,060 income Total amounts recognised in comprehensive 622,108 365,340 Insurance contract liabilities as at 31 December 2022 contracts Total Non-onerous Onerous contracts RMB million Non-onerous contracts 2022 2023 (3) Impact of the initial recognition of the insurance contracts issued in the current period Contracts not measured using the premium allocation approach 14.2 Insurance contract liabilities (continued) 14 INSURANCE CONTRACTS (continued) For the year ended 31 December 2023 Notes to the Consolidated Financial Statements (continued) Annual Report 2023 | Financial Report 225 4,231,075 783,473 34,186 3,413,416 22,172 1,790 (255,365) (51,110) income 138,540 10,735 46,618 195,893 Investment components (209,261) Total amounts recognised in comprehensive 209,261 704,912 704,912 Insurance acquisition cash flows paid (51,110) (51,110) Claims and other expenses paid (255,365) Premiums received (255,365) 257,169 256,720 12,595 12,595 5 247 247 Total insurance service expenses 42,118 449 10,286 99,022 Insurance service result (118,180) 10,286 46,618 (61,276) Financial changes in insurance contracts 46,618 Total cash flows 653,802 (255,365) RMB million Insurance contract liabilities as at 1 January 2022 3,729,604 10,249 33,480 3,773,333 Total Contracts measured using the modified retrospective approach at transition Contracts measured using the fair value approach at transition (107,477) (17,179) (17,179) Other contracts (2,515) (2,515) Total insurance revenue (107,477) component incurred claims component Liabilities for 398,437 Insurance contract liabilities as at 31 December 2023 4,759,114 30,904 35,387 4,825,405 220 Annual Report 2023 | Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 14 INSURANCE CONTRACTS (continued) 14.2 Insurance contract liabilities (continued) (1) Reconciliation of the liabilities for remaining coverage and the liabilities for incurred claims for insurance contracts issued (continued) Contracts not measured using the premium allocation approach (continued) Liabilities for remaining coverage Excluding loss Loss contracts Claims and other expenses paid Losses and reversals of losses on onerous 42,118 Insurance service result 247 5 242 Changes relating to past service 247 Notes to the Consolidated Financial Statements (continued) (24,169) For the year ended 31 December 2023 14.1 Significant actuarial assumptions (continued) (1) Estimates of future cash flows (continued) Mortality/Morbidity The mortality and morbidity assumptions are based on the Group's historical mortality and morbidity experience. The assumed mortality rates and morbidity rates vary with the age of the insured and contract type. The Group bases its mortality assumptions on the China Life Insurance Mortality Table (2010-2013), adjusted where appropriate to reflect the Group's recent historical mortality experience. The main source of uncertainty with insurance contracts is that epidemics and wide-ranging lifestyle changes could result in deterioration in future mortality experience. Similarly, continuing advancements in medical care and social conditions may push forward improvements in longevity. The Group bases its morbidity assumptions for critical illness products on analysis of historical experience and expectations of future developments. There are two main sources of uncertainty. Firstly, wide-ranging lifestyle changes could result in future deterioration in morbidity experience. Secondly, future development of medical technologies and improved coverage of medical facilities available to policyholders may bring forward the timing of diagnosing critical illness, which demands earlier payment of the critical illness benefits. Expense assumptions Expense assumptions are based on the information available at the reporting date with the consideration of previous expense studies and future trends. Expense assumptions are affected by certain factors such as future inflation and market competition which bring uncertainty to these assumptions. 14 INSURANCE CONTRACTS (continued) Lapse rates 173 (61,276) (51,110) Insurance acquisition cash flows paid 704,912 704,912 Premiums received 195,893 (14,336) (37,280) 2,742 income Total amounts recognised in comprehensive 257,169 22,944 2,569 231,656 Financial changes in insurance contracts 207,487 The lapse rates are affected by certain factors, such as future macro-economy, availability of financial substitutions, and market competition, which bring uncertainty to these assumptions. The lapse rates are determined with reference to creditable past experience, current conditions, future expectations and other information. Policy dividend assumption The policy dividend assumption is uncertainty and is affected by factors such as the expected investment returns, the Group's dividend policy, and the reasonable expectations of policyholders. The Group is obliged to pay 70% or a higher percentage as agreed in the insurance policy of the cumulative distributable income to the participating insurance policyholders. (122,628) (122,628) (20,943) (20,943) Other contracts (16,727) (16,727) Contracts measured using the modified retrospective approach at transition Contracts measured using the fair value approach at transition Total insurance revenue (160,298) Incurred claims and other expenses (2,309) 46,371 44,062 Amortisation of insurance acquisition cash flows (160,298) 4,231,075 34,873 20,169 (2) Risk adjustment for non-financial risk The risk adjustment for non-financial risk is calculated at the Group level and then allocated down to each group of contracts in accordance with their risk profiles. The Group determines non-financial risk adjustments based on the confidence interval method and at a 75% confidence level. Annual Report 2023 | Financial Report 219 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 14 INSURANCE CONTRACTS (continued) 14.2 Insurance contract liabilities (1) Reconciliation of the liabilities for remaining coverage and the liabilities for incurred claims for insurance contracts issued Contracts not measured using the premium allocation approach Liabilities for remaining coverage Excluding loss component Loss Liabilities for component incurred claims Total RMB million Insurance contract liabilities as at 1 January 2023 4,176,033 42,118 Changes to liabilities for incurred claims 242 For the year ended 31 December 2023 Total amounts recognised in 93 9 32 | 61 contracts held Financial changes in reinsurance 323 5 LO 979 35 (696) contracts Gains or losses on reinsurance 1,019 5 979 35 115 (6) 121 comprehensive income I (635) 1,011 2,786 58 (454) December 2022 reinsurance contract as at 31 Net assets/(liabilities) of 747 (1,359) 2,106 (1,359) (1,359) 2,106 Total cash flows recovered from reinsurers Incurred claims and other expenses 2,043 | | 2,106 Reinsurance premiums paid (2,043) Investment components 416 5 35 12 59 Amounts recovered from reinsurers 1,269 7 1,013 20 229 at 1 January 2022 Reinsurance contract liabilities as January 2022 Reinsurance contract assets as at 1 RMB million Total risk Assets for incurred claims recovered from reinsurers Present value Risk adjustment for non-financial of future cash flows component component Loss-recovery Excluding loss-recovery Assets for remaining coverage recovered from reinsurers (1) Reconciliation of remaining coverage and incurred claims for reinsurance contracts held (continued) Contracts measured using the premium allocation approach (continued) 14.3 Reinsurance contract assets/(liabilities) (continued) 14 INSURANCE CONTRACTS (continued) For the year ended 31 December 2023 (111) 59 3 (30) reinsurers claims recovered from Changes to assets for incurred recovery component Recognition and reversals of loss- other expenses 845 11 858 (24) Recovery of incurred claims and (696) .1 $) (696) Allocation of reinsurance premiums paid 1,239 7 1,091 23 118 reinsurance contract as at 1 January 2022 Net assets/(liabilities) of 78 Notes to the Consolidated Financial Statements (continued) 2,402 31 December 2022 recovered from reinsurers Changes to assets for incurred claims 389 3,370 (241) (2,740) 389 25 364 Changes relating to future service contractual service margin Changes in estimates without adjustment to 3,397 (302) (3,095) contractual service margin Changes in estimates with adjustment to (27) 36 (9) recognised in the period Impact of reinsurance contracts held initially (352) (1,097) (592) 696 857 696 696 826 Total cash flows (5,868) (5,868) from reinsurers Incurred claims and other expenses recovered 6,694 6,694 Reinsurance premiums paid 1,937 3,614 (36) (1,641) 1,444 (613) 557 1,500 493 4,227 (593) (3,141) Gains or losses on reinsurance contracts held Financial changes in reinsurance contracts held Total amounts recognised in comprehensive income 696 Changes relating to past service Reinsurance contract assets as at (352) Changes relating to current service. Total Contractual risk service margin RMB million flows Present value adjustment for of future cash non-financial Risk (2) Reconciliation of fulfilment cash flows and contractual service margin for reinsurance contracts held Contracts not measured using the premium allocation approach 14.3 Reinsurance contract assets/(liabilities) (continued) 14 INSURANCE CONTRACTS (continued) For the year ended 31 December 2023 Notes to the Consolidated Financial Statements (continued) Annual Report 2023 | Financial Report 231 (25) 29 1 (55) at 31 December 2022 Reinsurance contract liabilities as 2,427 12 2,757 57 67 (399) Reinsurance contract assets as at 1 January (1,097) 2023 7,870 (1,097) Current experience adjustment (352) financial risk Change in the risk adjustment for non- 857 857 the service provided Contractual service margin recognised for 21,534 (14,330) 7,930 27,934 as at 1 January 2023 Net assets/(liabilities) of reinsurance contract (135) (131) 60 (64) January 2023 Reinsurance contract liabilities as at 1 21,669 (14,199) 27,998 230 Annual Report 2023 | Financial Report (65) (6 3,384 Total cash flows (2,833) (2,833) from reinsurers Incurred claims and other expenses recovered 3,384 3,384 Reinsurance premiums paid 1,604 (1,604) Investment components 3,049 5,103 223 (2,277) income Total amounts recognised in comprehensive 1,217 71 1,146 Financial changes in reinsurance contracts held 1,832 (2,833) 5,103 551 as at 31 December 2022 Excluding Assets for remaining coverage recovered from reinsurers (1) Reconciliation of remaining coverage and incurred claims for reinsurance contracts held (continued) Contracts measured using the premium allocation approach 14.3 Reinsurance contract assets/(liabilities) (continued) 14 INSURANCE CONTRACTS (continued) For the year ended 31 December 2023 Notes to the Consolidated Financial Statements (continued) Annual Report 2023 | Financial Report 229 (135) 22 (157) December 2022 Reinsurance contract liabilities as at 31 21,669 6,837 1,990 12,842 December 2022 Reinsurance contract assets as at 31 21,534 6,859 1,990 12,685 Net assets/(liabilities) of reinsurance contract loss-recovery 152 Gains or losses on reinsurance contracts (132) January 2022 Reinsurance contract liabilities as at 1 18,058 2,977 1,767 13,314 2022 RMB million Total Assets for incurred claims recovered from reinsurers component component Loss-recovery Excluding loss-recovery recovered from reinsurers Reinsurance contract assets as at 1 January Assets for remaining coverage (1) Reconciliation of remaining coverage and incurred claims for reinsurance contracts held (continued) Contracts not measured using the premium allocation approach (continued) 14.3 Reinsurance contract assets/(liabilities) (continued) 14 INSURANCE CONTRACTS (continued) For the year ended 31 December 2023 Notes to the Consolidated Financial Statements (continued) 8 (3,423) (124) as at 1 January 2022 5,255 5,103 152 834 834 268 268 Amounts recovered from reinsurers recovered from reinsurers Changes to assets for incurred claims Recognition and reversals of loss-recovery component 4,153 4,269 (116) expenses Recovery of incurred claims and other (3,423) (3,423) Allocation of reinsurance premiums paid 17,934 2,985 1,767 13,182 Net assets/(liabilities) of reinsurance contract Loss-recovery component component recovered from reinsurers Incurred claims and other expenses 1,714 1,714 Reinsurance premiums paid 1,283 (1,283) Investment components (704) (2) (128) (29) (545) comprehensive income Total amounts recognised in 77 37 I 40 contracts held Financial changes in reinsurance (781) (2) Total cash flows (165) 1,714 (2,051) 100 1 (166) at 31 December 2023 Reinsurance contract liabilities as 1,426 10 1,790 28 (402) 31 December 2023 Reinsurance contract assets as at 1,361 10 10 1,890 29 29 (568) December 2023 reinsurance contract as at 31 Net assets/(liabilities) of (337) (2,051) (2,051) (29) (585) (196) 12 2,786 58 (454) January 2023 reinsurance contract as at 1 Net assets/(liabilities) of (25) 2,427 12 2,757 29 1 (55) at 1 January 2023 Reinsurance contract liabilities as 57 (399) January 2023 Reinsurance contract assets as at 1 Total for non- financial risk Assets for incurred claims recovered from reinsurers Present value Risk adjustment of future cash flows RMB million 2,402 Notes to the Consolidated Financial Statements (continued) paid (585) (2) 21 (165) (29) (810) (11) (799) contracts Gains or losses on reinsurance 30 30 826 Amounts recovered from reinsurers claims recovered from Changes to assets for incurred recovery component Recognition and reversals of loss- 584 9 634 (59) other expenses Recovery of incurred claims and (585) reinsurers Net assets/(liabilities) of reinsurance contract as at 31 December 2023 Allocation of reinsurance premiums 7,894 704 181 340 23,509 21,318 126,750 117,751 18 FINANCIAL ASSETS SOLD UNDER AGREEMENTS TO REPURCHASE As at As at 31 December 31 December 2023 2022 RMB million RMB million Interbank markets 150,028 101,641 Stock exchange markets 66,823 47,317 216,851 834 148,958 1,298 1,241 Tax payable Stock appreciation rights (Note 31) Others Total As at As at 31 December 31 December 2023 2022 RMB million RMB million (Restated, Note 2.1.1.b) 84,295 73,845 8,404 11,735 4,780 4,664 2,189 2,606 1,451 1,107 Agency deposits Total Within 30 days Total 238 Annual Report 2023 | Financial Report For the year ended 31 December 2023 2022 RMB million RMB million 50,712 54,925 1,779 1,994 65,689 43,273 42,118 26,979 160,298 127,171 52,147 55,407 212,445 182,578 (524) (13,806) 857 Contracts measured using the premium allocation approach Maturing: Sub-total Contractual service margin recognised for the service provided More than 30 days within 90 days Total 216,579 272 148,958 216,851 148,958 As at 31 December 2023, bonds with a carrying amount of RMB182,528 million (as at 31 December 2022: RMB110,104 million) were pledged as collateral for financial assets sold under agreements to repurchase resulting from repurchase transactions entered into by the Group in the interbank markets. For debt repurchase transactions through the stock exchange, the Group is required to deposit certain exchange-traded bonds into a collateral pool with fair value converted at a standard rate pursuant to the stock exchange's regulation which should be no less than the balance of the related repurchase transaction. As at 31 December 2023, the carrying amount of securities deposited in the collateral pool was RMB310,320 million (as at 31 December 2022: RMB269,925 million). The collateral is restricted from trading during the period of the repurchase transaction. Annual Report 2023 | Financial Report 237 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 19 STATUTORY INSURANCE FUND As required by the former CIRC Order [2008] No. 2, "Measures for Administration of Statutory Insurance Fund", all insurance companies have to pay the statutory insurance fund contribution from 1 January 2009 to 31 December 2022. Since January 1,2023, the Group has paid the Insurance Protection Fund in accordance with the "Measures for the Administration of the Insurance Security Fund" (Issued by Order no.7 [2022] Former CBIRC, the Ministry of Finance of the People's Republic of China and the People's Bank of China) and the "Notice of the General Office of the China Banking and Insurance Regulatory Commission on Matters related to the Payment of Insurance Protection Fund" (No. 2 [2023] of the General Office of the China Banking and Insurance Regulatory Commission). The fund contribution is equal to the product of the business income and the fund rate, which is composed of the base rate and the risk differential rate, and is equal to the sum of the base rate and the risk differential rate. (1) Benchmark Interest Rate Short-term health insurance and accident insurance shall be paid at 0.8% of business income; Life insurance, long-term health insurance and annuity insurance shall be paid at 0.3% of business income; Among them, investment-linked insurance shall be paid at 0.05% of business income; (2) Risk differential rate The risk differential rate is based on the results of the comprehensive solvency risk rating. When the rating is A (including AAA, AA and A), B (including BBB, BB and B), C and D, the applicable rate is -0.02%,0%, 0.02% and 0.04%, respectively. When the life insurance protection fund reaches 1% of the total assets of the industry, payment will be suspended. The total assets of the industry shall be subject to the data determined by the State Financial Supervision and Regulation. 20 INSURANCE REVENUE Contracts not measured using the premium allocation approach Amounts relating to the changes in the liabilities for remaining coverage Expected incurred claims and other expenses Change in the risk adjustment for non-financial risk Amortisation of insurance acquisition cash flows Interest payable of debt instruments Payable to constructors Brokerage and commission payable 6,984 6,756 436 Annual Report 2023 | Financial Report 235 15 June 2034 51 32 12,857 12,774 (i) The adjustment date is 1 January of each year. 16 BONDS PAYABLE As at 31 December 2023, all bonds payable were the bonds for capital replenishment (the "Bond") with a total carrying amount of RMB36,166 million (as at 31 December 2022: RMB34,997 million), and the fair value of RMB36,278 million (as at 31 December 2022: RMB35,387 million). The fair value of the Bond was classified as level 2 in the fair value hierarchy. The following table presents the par value of the bonds payable: As at 31 December As at 31 December Issue date Maturity date Interest rate p. a. 2023 RMB million 2022 RMB million 22 March 2019 Total 22 March 2029 2,307 4.28% 2,495 2,605 27,119 15 INTEREST-BEARING LOANS AND OTHER BORROWINGS As at As at 31 December 31 December Maturity date Interest rate 2023 2022 RMB million RMB million Guaranteed loans Guaranteed loans Credit loans Credit loans Mortgages loans Mortgages loans Mortgages loans Total 27 September 2024 15 June 2034 EURIBOR+2.8% EURIBOR+2.8% 3.08% E 6M SOFR+1.15% LPR (i) LPR+0.53% (i) LPR+0.63% (i) 8 March 2024 8 March 2024 25 June 2024 773 742 2,450 35,000 35,000 35,000 Other contracts RMB million the modified retrospective approach at the transition date contracts held measured using Reinsurance (10,716) (131) (10,585) (613) (15) (598) 3,370 408 2,962 3,397 435 2,962 (27) (27) 857 (14,330) 17 OTHER LIABILITIES Payable to the third-party holders of consolidated structured entities Salary and welfare payable Total (25,593) 814 (25,593) 35,000 The fair value of bonds payable is based on the valuation results of China Central Depository & Clearing Co., Ltd. On 20 March 2019, the Company issued a bond in the national inter-bank bond market at a principal amount of RMB35 billion, and completed the issuance on 22 March 2019. The bond has a 10-year maturity and a fixed coupon rate of 4.28% per annum. The Company has a conditional right to redeem the bonds at the end of the fifth year. If the Company does not redeem the bonds at the end of the fifth year, the coupon rate per annum for the remaining 5 years will be raised to 5.28%. On 18 February 2024, the Company issued the "Notice of Exercise of Redemption Option of China Life Insurance Company Limited 2019 Bonds for Capital Replenishment (Bond Pass-Through) " and on 22 March 2024, the Company redeemed the capital supplementary Bond in full. Bonds payable are measured at amortised cost as described in Note 2.4.2. 236 Annual Report 2023 | Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 (14,330) (524) (13,806) RMB million (1,004) (1,000) 11,448 (525) 11,973 11,616 (357) 11,973 (168) (168) 819 5 (4) Total 15 June 2034 retrospective approach at the transition date 266 11,448 (815) (10,367) Changes relating to future service 266 10 256 contractual service margin Changes in estimates without adjustment to 11,616 (887) (10,729) contractual service margin Changes in estimates with adjustment to (168) 62 106 recognised in the period Impact of reinsurance contracts held initially 732 819 (344) Changes to assets for incurred claims 257 recovered from reinsurers 834 (2,833) (2,833) from reinsurers Incurred claims and other expenses recovered 3,384 3,384 Reinsurance premiums paid 3,049 11,263 (780) (7,434) 1,217 (1,004) 379 1,842 1,832 12,267 (1,159) (9,276) Gains or losses on reinsurance contracts held Financial changes in reinsurance contracts held Total amounts recognised in comprehensive income 834 834 Changes relating to past service 834 Changes relating to current service 257 257 Present value Risk adjustment of future cash for non-financial flows Contracts not measured using the premium allocation approach (continued) (2) Reconciliation of fulfilment cash flows and contractual service margin for reinsurance contracts held (continued) 14.3 Reinsurance contract assets/(liabilities) (continued) 14 INSURANCE CONTRACTS (continued) For the year ended 31 December 2023 Notes to the Consolidated Financial Statements (continued) 232 Annual Report 2023 | Financial Report (123) (80) 35 (78) December 2023 Reinsurance contract liabilities as at 31 24,420 (10,636) 7,859 27,197 December 2023 Reinsurance contract assets as at 31 24,297 (10,716) Other contracts Contractual risk service margin Total RMB million Reinsurance contract assets as at 1 January 2022 Current experience adjustment (344) (344) financial risk Change in the risk adjustment for non- 819 819 the service provided Contractual service margin recognised for 17,934 (25,593) Total cash flows 8,710 as at 1 January 2022 Net assets/(liabilities) of reinsurance contract (124) (22) (159) January 2022 Reinsurance contract liabilities as at 1 18,058 (25,571) 8,653 34,976 34,817 551 57 Net assets/(liabilities) of reinsurance contract as at 31 December 2022 1,587 797 RMB million As at 31 December 2023 234 Annual Report 2023 | Financial Report Total 3-5 years (including 5 years) 510 years (including 10 years) More than 10 years 1 - 3 years (including 3 years) 1 year or less (including 1 year) Number of years until expected to be amortised The expected amortisation of contractual service margin provided in the table below represents the amount by which the carrying value of the Group's contractual service margin at 31 December 2023 is expected to be apportioned to future years on the basis of the unit of coverage, which does not include contractual service margin of reinsurance contracts held for future new business, accrued interest, etc., and therefore there may be differences with amortisation of contractual service margin in future years. (4) Expected amortisation of contractual service margin Total (168) 2 (170) (27) 9 (36) Contractual service margin (1,040) 62 62 36 1,308 9 2,395 10,716 contracts held measured using the modified 551 Reinsurance As at 31 December 2022 Financial changes in reinsurance contracts held Changes relating to future service service margin Changes in estimates with adjustment to contractual Impact of reinsurance contracts initially recognised in the period Changes relating to current service As at 1 January 2022 As at 31 December 2023 Financial changes in reinsurance contracts held Changes relating to future service Changes in estimates with adjustment to contractual service margin Impact of reinsurance contracts initially recognised in the period Changes relating to current service As at 1 January 2023 14.3 Reinsurance contract assets/(liabilities) (continued) 14 INSURANCE CONTRACTS (continued) For the year ended 31 December 2023 Notes to the Consolidated Financial Statements (continued) 4,629 27 (5) Reconciliation of contractual service margin for reinsurance contracts held not measured using the premium allocation approach (6) For the year ended 31 December Estimates of the present value of (3) Impact of the initial recognition of the reinsurance contracts in the current period Contracts not measured using the premium allocation approach 14.3 Reinsurance contract assets/(liabilities) (continued) 14 INSURANCE CONTRACTS (continued) For the year ended 31 December 2023 Notes to the Consolidated Financial Statements (continued) Annual Report 2023 | Financial Report 233 (135) (131) 60 2023 (64) 21,669 (14,199) 7,870 27,998 December 2022 Reinsurance contract assets as at 31 21,534 27,934 Risk adjustment for non-financial risk (14,330) 7,930 Reinsurance contract liabilities as at 31 2022 December 2022 Reinsurance (760) (209) (551) Reinsurance future cash outflows Estimates of the present value of 1,146 1,142 751 191 560 (1,034) 4 Total a net cost RMB million RMB million a net gain Total contracts with a net Reinsurance gain future cash inflows Reinsurance contracts with contracts with contracts with a net cost Recognised in other comprehensive income in the current year As at 31 December 2022 (Restated, Note RMB million Provision for asset impairment 7,596 7,596 6,993 initial As at 1 January application of 2022 Recognised in IFRS 17 (Restated, Note profit or loss in (Note 2.1.1.b) 2.1.1.b) the current year (603) 2.1.1.b) 2021 45,854 As at 852 securities Accrued payroll (852) Others 1,147 1,147 Net value (33,024) 12,830 527 4,212 1,670 7,389 24,431 Impact of 31 December 2,883 (22,927) (169) Others Net value (22,927) (534) (7,360) 23,779 852 (534) 1,190 491 1,147 30,541 23,181 242 22,431 Fair value changes on available-for-sale 45,854 securities 2,883 Fair value changes on available-for-sale 2,440 2,714 Insurance contract liabilities 7,644 30,541 38,185 (9,801) (1,839) 26,545 Deductible losses 7,185 7,185 Fair value changes in securities reflecting changes in fair value through net profit (2,022) (2,022) 418 (418) As at 31 December 2023 and 31 December 2022, the deferred taxation was calculated in full on temporary differences under the statement of financial position liability method using the principal tax rate of 25%. The movements in deferred tax assets and liabilities during the year are as follows: changes in fair value through net profit For the year ended 31 December 2023 29 TAXATION (continued) (c) As at 31 December 2023 and 31 December 2022, the amounts of deferred tax assets and liabilities are as follows (continued): As at 31 December 2022 (Restated, Note Impact of initial application of Recognised in 2.1.1.b) IFRS 9 As at 1 January (Note 2.1.1.a) profit or loss in 2023 the current year Recognised in other comprehensive income in the current year As at 31 December 2023 Notes to the Consolidated Financial Statements (continued) RMB million 244 Annual Report 2023 | Financial Report 46,126 Unrecognised deductible tax losses of the Group amounted to RMB7,116 million as at 31 December 2023 (as at 31 December 2022: RMB3, 183 million). 31 December As at 31 December 2023 2022 RMB million RMB million (Restated, Note 2.1.1.b) Deferred tax assets Deferred tax liabilities Net deferred tax assets Net deferred tax liabilities 86,971 48,703 (62,540) (2,849) 24,431 (272) 418 Provision for asset impairment 6,993 12,355 Changes in fair value of the financial assets at fair value through profit or loss 10,356 10,356 9,147 19,503 Changes in fair value of the financial assets at fair value through other comprehensive income (37,052) (37,052) (25,488) (62,540) Fair value changes in securities reflecting 5,170 Accrued payroll 7,185 Deductible losses (5,058) 1,935 (324) 298 1,909 2,714 2,714 (851) 1,863 Insurance contract liabilities 26,545 26,545 (9,457) 32,583 49,671 7,185 Annual Report 2023 | Financial Report 245 Glorious Fortune Forever Limited For the year ended 31 December 2023 100.00% indirectly RMB200 million Asset management Golden Phoenix Tree Limited Company") (i) PRC King Phoenix Tree Limited New Aldgate Limited As at Hong Kong, PRC The British Jersey Island 100.00% directly Not applicable Investment Shanghai Rui Chong Investment Co., Limited ("Rui Chong China Life Wealth Management Company Limited ("CL Wealth") (i) management Fund Hong Kong, PRC 74.27% directly RMB3,400 million and indirectly 50.00% indirectly Pension and Not applicable annuity Asset management China Life (Suzhou) Pension and Retirement Investment Company Limited ("Suzhou Pension Company") (i) PRC 100.00% directly RMB3,236 million and indirectly Investment in retirement properties China Life AMP Asset Management Co., Ltd. ("CL AMP") (i) PRC 85.03% indirectly RMB1,288 million 100.00% Not applicable Investment indirectly 100.00% directly Not applicable Investment The British 100.00% directly Not applicable Investment Virgin Islands Fortune Bamboo Limited The British 100.00% directly Not applicable Investment 248 Annual Report 2023 | Financial Report Virgin Islands The British Virgin Islands China Life Franklin Asset Management Company Limited ("AMC HK") Sunny Bamboo Limited Investment PRC 100.00% directly RMB6,100 million Investment Hong Kong, PRC 100.00% directly Not applicable Investment Hong Kong, PRC 100.00% directly Not applicable Investment CL Hotel Investor, L. P. USA 100.00% directly Not applicable Golden Bamboo Limited PRC Asset management activities 86,971 48,703 Deferred tax liabilities: - deferred tax liabilities to be settled after 12 months (60,691) (1,396) - deferred tax liabilities to be settled within 12 months Sub-total (1,849) (1,453) (62,540) (2,849) Net deferred tax assets/(liabilities) 24,431 45,854 30 EARNINGS PER SHARE 8,930 There is no difference between the basic and diluted earnings per share. The basic and diluted earnings per share for the year ended 31 December 2023 are calculated based on the net profit for the year attributable to ordinary equity holders of the Company and the weighted average of 28,264,705,000 ordinary shares (2022: same). 6,384 80,587 29 TAXATION (continued) (d) The analysis of net deferred tax assets and deferred tax liabilities is as follows: As at As at 31 December 31 December 2023 2022 RMB million RMB million (Restated, Note 2.1.1.b) Deferred tax assets: - deferred tax assets to be recovered after 12 months - deferred tax assets to be recovered within 12 months Sub-total 39,773 Notes to the Consolidated Financial Statements (continued) 31 STOCK APPRECIATION RIGHTS Stock appreciation rights have been awarded in units, with each unit representing the value of one H share. No shares of common stock will be issued under the stock appreciation rights plan. According to the Company's plan, all stock appreciation rights will have an exercise period of five years from the date of award and will not be exercisable before the fourth anniversary of the date of award unless specific market or other conditions have been met. On 26 February 2010, the Board of Directors of the Company approved the Proposal on Extension of the Effective Period of Stock Appreciation Rights to extend the exercise period of all stock appreciation rights, which is also subject to government policy. Immediate and ultimate holding company Annual Report 2023 | Financial Report 247 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 33 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) (b) Subsidiaries (i) The table below presents the basic information of the Company's subsidiaries as at 31 December 2023: Place of incorporation Percentage of equity interest Name China Life Asset Management Company Limited ("AMC") (i) China Life Pension Company Limited ("Pension Company") (i) and operation PRC Registered held capital 60.00% directly RMB4,000 million Principal Legal representative Bai Tao The Board of Directors of the Company approved, on 5 January 2006, an award of stock appreciation rights of 4.05 million units and on 21 August 2006, another award of stock appreciation rights of 53.22 million units to eligible employees. The exercise prices of the two awards were HKD5.33 and HKD6.83, respectively, the average closing price of shares in the five trading days prior to 1 July 2005 and 1 January 2006, the dates for vesting and exercise price setting purposes of this award. Upon the exercise of stock appreciation rights, exercising recipients will receive payments in RMB, subject to any withholding tax, equal to the number of stock appreciation rights exercised times the difference between the exercise price and market price of the H shares at the time of exercise. Nature of ownership State-owned Insurance services including receipt of premiums and payment of benefits in respect of the in-force life, health, accident and other types of personal insurance business, and the reinsurance business; holding or investing in domestic and overseas insurance companies or other financial insurance institutions; fund management business permitted by national laws and regulations or approved by the State Council of the People's Republic of China; and other businesses approved by insurance regulatory agencies. As at 31 December 2023, there were 55.01 million units outstanding and exercisable (as at 31 December 2022: same). As at 31 December 2023, the amount of intrinsic value for the vested stock appreciation rights was RMB168 million (as at 31 December 2022: RMB327 million). 246 Annual Report 2023 | Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 31 STOCK APPRECIATION RIGHTS (continued) The fair value of the stock appreciation rights is estimated at each reporting date using lattice-based option valuation models based on expected volatility from 32% to 54%, an expected dividend yield of no higher than 5.34% and a risk-free interest rate ranging from 2.43% to 4.69%. The Company recognised a gain of RMB159 million in the net fair value through profit or loss in the consolidated comprehensive income representing the fair value change of the rights during the year ended 31 December 2023 (2022: The Company recognised a loss of RMB49 million in the net fair value through profit or loss in the consolidated comprehensive income representing the fair value change of the rights). RMB168 million and RMB13 million were included in salary and staff welfare payable included under other liabilities for the units not exercised and exercised but not paid as at 31 December 2023 (as at 31 December 2022: RMB327 million and RMB13 million), respectively. There was no unrecognised compensation cost for the stock appreciation rights as at 31 December 2023 (as at 31 December 2022: same). 32 DIVIDENDS Pursuant to the shareholders' approval at the Annual General Meeting on 28 June 2023, a final dividend of RMB0.49 (inclusive of tax) per ordinary share totalling RMB13,850 million in respect of the year ended 31 December 2022 was declared and paid in 2023. The dividend has been recorded in the consolidated financial statements for the year ended 31 December 2023. Pursuant to a resolution passed at the meeting of the Board of Directors on 27 March 2024, a final dividend of RMB0.43 (inclusive of tax) per ordinary share totalling approximately RMB12,154 million for the year ended 31 December 2023 was proposed for shareholders' approval at the forthcoming Annual General Meeting. The dividend has not been recorded in the consolidated financial statements for the year ended 31 December 2023. 33 SIGNIFICANT RELATED PARTY TRANSACTIONS (a) Related parties with control relationship Information of the parent company is as follows: Name CLIC Location of registration Beijing, China Principal business Relationship with the Company (c) As at 31 December 2023 and 31 December 2022, the amounts of deferred tax assets and liabilities are as follows: 73,487 1,948 240 Annual Report 2023 | Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 24 NET FAIR VALUE GAINS THROUGH PROFIT OR LOSS Debt securities Equity securities Stock appreciation rights (ii) During the year ended 31 December 2022, the Group recognised an impairment charge of RMB2,644 million on available-for-sale funds, an impairment charge of RMB15,486 million on available-for-sale stock securities, an impairment charge of RMB1,701 million on available-for-sale other equity securities, an impairment reversal of RMB145 million on available-for-sale debt securities, for which the Group determined that objective evidence of impairment existed. The Group recognised no impairment charge on loans and an impairment reversal of RMB1,476 million on loans during the period. Financial liabilities at fair value through profit or loss Total For the year ended 31 December 2022 RMB million (1,613) (10,956) (49) 462 25 INSURANCE SERVICE EXPENSES (i) Realised gains or losses were generated mainly from available-for-sale securities. 12,707 3,742 Realised gains or losses (i) Impairment (ii) Sub-total Equity securities Realised gains or losses (i) Impairment (ii) Sub-total Total For the year ended 31 December RMB million 7,344 1,621 8,965 23,573 (19,831) (12,156) Contracts not measured using the premium allocation approach Incurred claims and other expenses Amortisation of insurance acquisition cash flows Losses and reversals of losses on onerous contracts Changes to liabilities for incurred claims 150,353 131,614 26 NET INVESTMENT RETURNS AND FINANCIAL CHANGES IN INSURANCE CONTRACTS Net investment returns Returns on investment recognised in profit or loss For the year ended 31 December 2023 RMB million 2022 RMB million Interest income Investment income Net realised gains on financial assets 122,994 (9,375) 52,073 Debt securities 51,331 99,022 Sub-total Contracts measured using the premium allocation approach Total For the year ended 31 December 2023 RMB million 2022 RMB million 44,062 41,407 42,118 26,979 12,595 10,646 247 509 79,541 N/A 174,809 23 NET REALISED GAINS ON FINANCIAL ASSETS Under IFRS 17 Insurance Contracts, policy loans should be accounted for as fulfilment cash flow of the relevant policies, therefore its interest is no longer recognised as interest income. RMB million Dividends and interest income Dividends Financial assets at fair value through profit or loss Investment in equity instruments at fair value through other comprehensive income Interest income 23,893 5,224 2023 Financial assets at fair value through profit or loss Sub-total 54,691 Realised gains/(losses) Financial assets at fair value through profit or loss (41,676) Investment in debt instruments at fair value through other comprehensive income Sub-total 25,574 31 December For the year ended 22 INVESTMENT INCOME Notes to the Consolidated Financial Statements (continued) 21 INTEREST INCOME Interest income from financial assets measured at amortised cost (i) For the year ended 31 December 2023 Interest income from investment in debt instruments at fair value through other comprehensive income Total For the year ended 31 December 2023 RMB million 33,908 89,086 122,994 (i) Interest income from financial assets measured at amortised cost mainly includes interest income arising from cash and cash equivalents, financial assets purchased under agreements to resell, investment in debt instruments at amortised cost and term deposits. Interest income is recognised using the effective interest rate method. 10,396 (31,280) Unrealised gains/(losses) Financial assets at fair value through profit or loss Financial liabilities at fair value through profit or loss Stock appreciation rights Financial assets purchased under agreements to resell Total For the year ended 31 December 2022 RMB million (Restated (i)) 62,883 32,079 5,174 28,934 770 25,161 19,095 713 174,809 (i) Loans For the year ended 31 December 2022, interest income included in investment income was RMB145,105 million. Interest income was mainly accrued using the effective interest method. Bank deposits - available-for-sale securities Sub-total (33,074) 129 159 Total (32,786) (9,375) Annual Report 2023 | Financial Report 239 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 22 INVESTMENT INCOME (continued) Debt securities - held-to-maturity securities - available-for-sale securities - at fair value through profit or loss Equity securities - at fair value through profit or loss (i) Non-taxable income mainly includes interest income from government bonds, and dividend income from applicable equity investments. Expenses not deductible for tax purposes mainly include retiree wages that do not meet the criteria for deduction according to the relevant tax regulations. N/A N/A (17,388) (18,206) 18,131 15,212 The disclosure above does not include underwriting and policy acquisition costs in the fulfilment cash flows. 29 TAXATION (19,719) Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax relates to the same tax authority. Current taxation - Enterprise income tax Deferred taxation Taxation charges For the year ended 31 December 2023 2022 (a) The amount of taxation charged to net profit represents: (19,151) 22,636 27,013 Less: Expenses directly attributable to insurance contracts Insurance acquisition cash flows recognised in liabilities for remaining coverage Amounts recognised in insurance service expenses For the year ended 31 December 2023 2022 RMB million RMB million 15,105 17,681 7,471 7,476 5,016 5,291 65 53 RMB million RMB million (Restated, Note 2.1.1.b) 1,241 (4,212) RMB million RMB million (Restated, Note 2.1.1.b) 44,576 70,060 11,144 17,515 (10) (18,522) (246) (15,932) 171 4,034 212 311 33 267 (2,971) 2022 Remuneration in respect of audit services provided by auditors Others 2023 Deductible losses for which no deferred tax asset was recognised Others 2,190 (242) (2,971) 1,948 Annual Report 2023 | Financial Report 243 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 29 TAXATION (continued) (b) The reconciliation between the Group's effective tax rate and the statutory tax rate of 25% in the PRC (2022: same) is as follows: For the year ended 31 December Profit before income tax Income tax computed at the statutory tax rate Adjustment on current income tax of previous period Non-taxable income (i) Expenses not deductible for tax purposes (i) Income tax at the effective tax rate Net fair value gains through profit or loss Depreciation and amortisation Salary and bonus Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 26 NET INVESTMENT RETURNS AND FINANCIAL CHANGES IN INSURANCE CONTRACTS (continued) Financial changes in insurance contracts Changes in fair value of underlying items of insurance contracts with Annual Report 2023 | Financial Report 241 direct participation features Changes in interest rates and other financial assumptions Total financial changes in insurance contracts Recognised in profit or loss Recognised in other comprehensive income Total 27 EXPECTED CREDIT LOSSES Interest expense 75,028 223,824 Total 12,707 (12,156) Investment income from associates and joint ventures 8,079 3,979 Net expected credit losses 1,217 N/A Other impairment losses (3,150) Sub-total 122,915 176,189 Returns/(losses) on investment recognised in other comprehensive income 100,909 (101,161) For the year ended 31 December 2023 2022 RMB million Investment in debt instruments at amortised cost Term deposits Statutory deposits - restricted Other receivables Total 242 Annual Report 2023 | Financial Report (59) (115) (1) 65 (1,217) Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 28 PROFIT BEFORE INCOME TAX Profit before income tax is stated after charging the following: (1,107) Social security and other benefits RMB million For the year ended 31 December RMB million 66,193 25,693 88,070 104,897 42,896 259,160 142,076 127,923 148,700 131,237 (6,624) 259,160 142,076 Investment in debt instruments at fair value through other comprehensive income 2023 2022 Not applicable 99.98% directly 99.98% directly RMB23 RMB479 99.98% directly Yuanxiang Tianyi RMB502 99.98% directly RMB23 Shengyi Jingsheng RMB1,093 100.00% RMB479 RMB1,093 99.98% directly 100.00% indirectly indirectly CG Investments RMB4,111 99.99% directly CL Guang De RMB1,316 RMB502 Yuanxiang Tianfu indirectly indirectly Yuan Shu Yuan Pin RMB540 RMB35 RMB35 RMB505 99.98% directly RMB505 99.98% directly Shanghai Wansheng RMB4,036 99.98% directly 99.95% directly RMB12 Bai Ning RMB1,680 99.98% directly RMB1,680 99.98% directly Hope Building RMB484 100.00% RMB484 100.00% RMB4,048 99.98% directly 99.98% directly RMB120 RMB1,436 99.95% directly indirectly indirectly CL Jiayuan RMB300 99.99% RMB300 99.99% indirectly indirectly Tianjin Pension Company RMB1,216 99.99% RMB1,216 99.99% indirectly indirectly CL Qingdao (i) RMB210 RMB210 100.00% indirectly 99.99% RMB65 99.99% RMB65 CL Pension Industry RMB2,392 99.90% directly RMB1,595 RMB3,987 99.90% directly CL Qihang Fund I RMB6,915 99.99% directly RMB57 RMB6,972 RMB4,111 99.99% directly 99.99% directly RMB3,765 99.98% RMB3,765 99.98% indirectly indirectly CL Nianfeng 90.81% directly 90.81% directly CL Hangzhou CL Xingwan RMB540 Yuan Shu Yuan Jiu indirectly indirectly RMB200 100.00% - RMB200 indirectly 85.03% indirectly 100.00% indirectly RMB264 RMB264 100.00% directly 100.00% indirectly 100.00% indirectly Rui Chong Company New Aldgate Limited Glorious Fortune Forever Limited CL Hotel Investor, L. P. Golden Bamboo Limited Sunny Bamboo Limited Fortune Bamboo Limited China Century Core Fund Limited CL Health Franklin Shenzhen Company Guo Yang Guo Sheng New Capital Wisdom Limited New Fortune Wisdom Limited RMB6,100 100.00% directly RMB1,167 100.00% directly RMB1,095 85.03% RMB2,181 100.00% directly RMB2,181 100.00% directly RMB1,095 Management Company Limited Suzhou Pension Company CL AMP CL Wealth Golden Phoenix Tree Limited King Phoenix Tree Limited As at 31 December 2023 Percentage of Amount million Increase million Decrease million 100.00% directly Amount RMB1,680 RMB2,746 HKD130 60.00% directly 74.27% directly and indirectly 50.00% indirectly million RMB1,680 RMB2,746 60.00% directly 74.27% directly and indirectly -- HKD130 50.00% indirectly holding RMB6,100 100.00% directly RMB1,167 100.00% directly 100.00% directly RMB285 100.00% directly (e) Percentages of holding of related parties with control relationship and changes during the year (continued) (i) Subsidiaries (continued) As at 31 December 2022 Amount Percentage of holding Increase Decrease Amount As at 31 December 2023 Percentage of 33 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) holding million million million Wisdom Forever Limited USD452 100.00% USD452 100.00% Partnership indirectly million CL Qinhuangdao (i) For the year ended 31 December 2023 Annual Report 2023 | Financial Report 253 RMB285 100.00% directly RMB3,101 100.00% directly RMB3,101 100.00% directly RMB2,359 100.00% directly RMB2,435 100.00% directly USD1,125 100.00% indirectly RMB2,359 100.00% directly RMB2,435 100.00% directly USD1,125 100.00% indirectly RMB1,530 100.00% directly RMB100 100.00% Notes to the Consolidated Financial Statements (continued) indirectly RMB2,835 89.997% directly RMB1,530 100.00% directly RMB100 100.00% indirectly RMB2,835 89.997% directly 100.00% indirectly 100.00% indirectly --- 100.00% indirectly 100.00% indirectly RMB2,835 89.9 China Life Franklin Asset 100.00% Zhuhai Xinwan (i) Distribution of profits from the consolidated structured entities to the Company 256 Annual Report 2023 | Financial Report 2022 RMB million 3,265 2,872 11 18 5 94 483 549 248 241 83 475 (v) 30 57 40 75 and the Company Transaction between the consolidated structured entities Capital contribution to Yuanxiang Tianyi Capital contribution to Yuanxiang Tianfu For the year ended 31 December 2023 Note RMB million Payment of an asset management fee to AMC (ii.e) Payment of an asset management fee to AMC HK (ii.f) Payment of an asset management fee to Pension Company Dividends from subsidiaries 76 Dividends from AMC Dividends from the other subsidiaries Agency fee received Agency fee from Pension Company Rental received Rental received from Pension Company Capital increase in subsidiaries (Note 33(e)) Capital contribution to Pension Industry Fund Capital contribution to Golden Phoenix Tree Limited Capital contribution to China Life Guangde Capital contribution to China Life Qihang Fund I Capital contribution to Shanghai Wansheng Capital reduction of subsidiaries (Note 33(e)) Capital contribution to Yuanshu Yuanjiu Capital contribution to Yuanshu Yuanpin Dividends from Pension Company Payment of an asset management fee 1,595 264 (ii.c) On 10 February 2021, CLP&C renewed an Insurance Funds Entrusted Investment Management Agreement with AMC, entrusting AMC to manage and make investments for its insurance funds, effective from 1 January 2021 to 31 December 2023. In accordance with the agreement, CLP&C paid AMC a fixed service fee and a variable service fee. The fixed service fee was calculated on a monthly basis and payable on an annual basis, by multiplying the average net asset value of assets of each category under management at the beginning and the end of any given month by the responding annual investment management fee rate, divided by 12. The variable service fee was payable on an annual basis, and linked to investment performance. (ii.d) On 30 June 2023, the Company and CLI renewed an Entrusted Investment Management and Operation Service Agreement of Alternative Investment of Insurance Funds, effective from 1 July 2023 to 31 December 2024. The agreement shall be automatically renewed for one year unless either party gives written notice to the other party not to renew it 90 business days prior to the expiration of this agreement. The company entrusts CLI with the investment and management of the company's entrusted assets and provides operational services for the equity/real estate funds that the company entrusts it to manage and operate. The Company paid CLI an asset management fee, product management fee, real estate operation management service fee, a performance related bonus and consignment operation fee based on the agreement. According to the agreement, the annual investment management service fee for the new project is 0.08% of the balance of funds paid in real time and not withdrawn, and the stock item is calculated according to the applicable agreement at the time of investment and the relevant rate of investment guidelines. The fee rate for product management does not exceed 0.6% per year. The fee for real estate operation and management services is 3% to 6% of the EBITDA of the related real estate project. Regarding performance bonuses, for existing non-fixed return projects, 15% of the amount exceeding the threshold (8% IRR) will be extracted; For amounts exceeding 10% IRR, an additional 20% will be extracted. The entrusted operation fee is 0.02% of the actual contributed capital balance of the entrusted operation projects. In addition, the Company adjusts the investment management fees for fixed-income projects and non-fixed-income projects based on the annual evaluation results on CLI's performance. The adjustment (variable management fee) ranges from negative 2% to positive 2% of the investment management fee in the current period. (ii.e) On 1 January 2023, the Company and AMC renewed an Insurance Funds Entrusted Investment Management Agreement, effective from 1 January 2023 to 31 December 2025. In accordance with the agreement, the Company entrusted AMC to manage and make investments for its insurance funds and paid AMC a fixed investment management service fee and a variable investment management service fee. The daily accrued fixed service fee was calculated and payable on a quarterly basis, by multiplying the net value of the total investment assets on the day by the variety-based annual investment management fee rate divided by 360; the variable investment management service fee was calculated by multiplying 7.5% of the current year's fixed investment management service fee with the payment ratio determined based on the Company's annual assessment of AMC and is payable on an annual basis. Asset management fees charged to the Company by AMC were eliminated in the consolidated statement of comprehensive income. Annual Report 2023 | Financial Report 257 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 33 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) (f) Transactions with significant related parties (continued) Notes (continued): (ii.f) On 29 December 2021, the Company and AMC HK renewed an Insurance Funds Entrusted Investment Management Agreement, which is effective from 1 January 2022 to 31 December 2024. In accordance with the agreement, the Company entrusted AMC HK to manage and make investments for its insurance funds and paid AMC HK an asset management fee on a semi-annual basis. The management fee is determined by market-oriented pricing, and the maximum investment management fee paid annually is RMB30 million. Asset management fees charged to the Company by AMC HK are eliminated in the consolidated statement of comprehensive income. (iii) (iv) (v) (vi) On 31 January 2018, CLP&C and the Company signed a Framework Agreement for Mutual Insurance Sales Business Agency (the Company as the Agent), whereby CLP&C entrusted the Company to act as an agent to sell designated P&C insurance products in certain authorised jurisdictions. The agency fee was determined based on cost (tax included) plus a margin. The agreement was effective for three years, from 8 March 2018 to 7 March 2021. On 20 February 2021, CLP&C and the Company renewed the agreement, effective for two years, from 8 March 2021 to 7 March 2023. This agreement was automatically renewed for one year to 7 March 2024 upon the expiration of the term. On 11 July 2023, the Company and CGB signed an insurance agency agreement to distribute insurance products. All individual insurance products suitable for distribution through bancassurance channels are included in the agreement. CGB provides agency services, including the sale of insurance products, collecting premiums and paying benefits. The Company paid the agency commission by multiplying the net amount of total premiums received from the sale of each category individual insurance products after deducting the surrender premiums in the hesitation period, by the responding fixed commission rate. The commission rates for various insurance products sold by CGB are agreed based on arm's length transactions. The commissions are payable on a monthly basis. The agreement was effective from the signing date to 31 December 2025. On 27 December 2021, the Company and CGB renewed a Cooperation Agreement for Agency of Corporate Group Insurance Products. All corporate group insurance products suitable for distribution through bancassurance channels are included in the agreement. The Company paid the agency commission by multiplying the net amount of total premiums received from the sale of each category group insurance product after deducting the surrender premiums, by the responding fixed commission rate. The commission rates for various insurance products sold by CGB are agreed by reference to comparable market prices of independent third-parties. The commissions are payable on a monthly basis. The agreement is effective for one year from 1 January 2022, with an automatic one-year renewal, no more than twice, if no objections were raised by either party upon expiry. In 2023, both parties agreed that the agreement continued to be effective.. On 29 December 2021, the Company and Pension Company renewed an Entrusted Agency Agreement for Pension Business Acted by China Life. The agreement is effective from 1 January 2022 to 31 December 2024. The business means that Pension Company entrusted the Company to cooperate in selling enterprise annuity funds, pension security business, occupational pension business and the third-pillar pension financial business. According to the agreement, the commissions for the cooperative service of enterprise annuity fund management, which is the core business of Pension Company, are calculated at 50% to 70% of the annual entrusting management fee revenues, depending on the duration of the agreement. The commissions for cooperative account management service are calculated at 60% of the first year's account management fee and were only charged for the first year, regardless of the duration of the agreement. The commissions for cooperative investment management services, in accordance with the duration of the agreement, are calculated at 35% to 60% of the annual investment management fee (excluding risk reserves for investment). For pension security business, the commissions of the group pension plan are, in accordance with the duration of the contracts, calculated at 50% to 3% of the annual investment management fee, decreasing annually; the commissions of the personal pension plan are calculated at 30% to 50% of the annual investment management fee according to the various rates of the daily management fee applied to the various individual pension management products in all of the management years; the cooperative commissions of occupation annuity and third-pillar pension financial business should be determined by both parties on a separate occasion. The commissions charged to Pension Company by the Company are eliminated in the consolidated statement of comprehensive income of the Group. On 31 December 2021, the Company and CLHI renewed an aged-care projects management service agreement, effective from 1 January 2022 to 31 December 2022. In 2023, both parties agreed to automatically renew this agreement for one year as along as this would not go against Listing Rules and the regulations of the NFRA. In accordance with the agreement, the Company entrusted CLHI to operate and manage existed aged-care projects and paid CLHI a management service fee. The management service fee was calculated and payable on a quarterly basis, by multiplying the total amount of the investments under management (based on the daily weighted average investment amount) by the annual rate of 2%. 258 Annual Report 2023 Financial Report (ii.b) In 2018, CL Overseas renewed an investment management agreement with AMC HK, effective from 1 January 2018 to 31 December 2022. In accordance with the agreement, CL Overseas entrusted AMC HK to manage and make investments for its insurance funds and paid AMC HK a basic investment management fee and an investment performance fee. The basic investment management fee was accrued by multiplying the weighted average total funds by the basic fee rate. The investment performance fee was calculated based on the difference between the total actual annual yields and predetermined net realised yield. The basic investment management fee was calculated and payable on a semi-annual basis. The investment performance fee was payable according to the total actual annual yield at the end of each year. Upon expiration, the agreement is automatically one-year renewal, if no objections were raised by either party upon expiry. The agreement remains effective until 31 December 2023, with no disputes from both parties in 2023. (ii.a) In December 2022, CLIC renewed an Asset Management Agreement with AMC, entrusting AMC to manage and make investments for its insurance funds. The agreement is effective from 1 January 2023 to 31 December 2025. In accordance with the agreement, CLIC paid AMC a basic service fee for the management of insurance funds. The fixed investment management service fee applicable to various investment products (mainly bonds, deposits, stocks, funds, public real estate investment trusts, financial products, unlisted equity, equity investment funds, derivatives, liquidity management and domestic securities lending) was between 0.02% and 0.3%. The service fee was calculated on a monthly basis and payable on a quarterly basis, by multiplying the average book value of the assets under management (net of the funds and interests of positive repurchase transactions, and of book balances of products issued by AMC, for which management fee has been paid) at the beginning and the end of any given month by the rate, divided by 12. The rate applicable to assets issued by AMC, for which management fee has been paid, is subject to relevant legal documents on financial products, and no additional management fees shall be paid. At the end of each year, CLIC assessed the investment performance of the assets managed by AMC, compared the actual results against benchmark returns and made adjustment to the basic service fee. On 31 December 2021, the Company and CLIC renewed an Insurance Agency Agreement, effective from 1 January 2022 to 31 December 2024. The Company performs its duties of insurance agents in accordance with the agreement, but does not acquire any rights and profits or assume any obligations, losses and risks as an insurer of the non-transferable policies. The policy management fee is payable annually, and is equal to the sum of (1) the number of policies in force as at the last day of the period, multiplied by RMB14.0 per policy and (2) 2.5% of the actual premiums and deposits received during the period, in respect of such policies. The policy management fee income is included in other income in the consolidated statement of comprehensive income. (i) 120 700 57 850 12 12 35 31 35 31 1,888 23 23 46 2 2 ww 20,616 15,686 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 33 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) (f) Transactions with significant related parties (continued) Notes: 46 Transactions between other subsidiaries and the Company (f) Transactions with significant related parties (continued) 33 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) 463 463 (ii.a) 141 150 Agency fee received from CLP&C (iii) 1,706 Rental and a service fee received from CLP&C Dividends from CLP&C Asset management fee received from CLIC (ii.c) 2868 1,516 99 80 जै४ 99 75 42 43 (i) 12,941 9,806 RMB million RMB3,322 49.00% indirectly RMB4,344 RMB7,666 100.00% indirectly In 2023, CL Qingdao, CL Qinhuangdao and Zhuhai Xinwan were newly included in the consolidation scope. 254 Annual Report 2023 | Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 CLI 33 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) Transactions with CLIC and its subsidiaries CLIC Distribution of dividends from the Company and AMC to CLIC Policy management fee received from CLIC Asset management fee received from CLIC CLP&C For the year ended 31 December 2023 2022 Note RMB million (f) Transactions with significant related parties Payment of asset management fee to CLI (ii.d) 542 For the year ended 31 December 2023 Note RMB million 2022 RMB million 2,453 742 2,747 774 (iv) 252 Transaction between EAP and the Group Contribution to EAP 218 173 37 7 4,032 4,463 1,051 1,355 Annual Report 2023 | Financial Report 255 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 163 indirectly ventures (Note 10) and the Group 637 CLHI Payment of operation management service fee to CLHI (vi) 74 14 96 96 CL Overseas Asset management fee received from CLIC Dividends from other associates and joint (ii.b) 108 Transactions with associates and joint ventures CGB Interest received on deposits Dividends from CGB Commission expenses charged by CGB Rental fee from CGB Sino-Ocean Interest of corporate bonds received from Sino-Ocean Transaction between other associates and joint ventures 102 Pension Company Investment As at 31 December 2022 Percentage of holding directly applicable Guang De") (ii) Beijing China Life Pension Industry Investment PRC 99.90% Fund (Limited Partnership) ("CL Pension directly Not applicable Investment Industry") (ii) China Life Qihang Phase I (Tianjin) Equity PRC Investment Fund Partnership (Limited 99.99% directly Not applicable Investment Partnership) ("CL Qihang Fund I") (ii) China Life Xing Wan (Tianjin) Enterprise PRC Management Partnership (Limited Partnership) Fund Partnership (Limited Partnership) ("CL Investment Not 99.95% Investment Management Partnership (Limited Partnership) directly applicable ("Yuanxiang Tianyi") (ii) Xi'an Shengyi Jingsheng Real Estate Co., Ltd. PRC 100.00% RMB831 Investment 99.98% indirectly ("Shengyi Jingsheng") (i) CBRE Global Investors U. S. Investments I, LLC USA 99.99% million Not Investment ("CG Investments") directly applicable China Life Guangde (Tianjin) Equity Investment PRC indirectly Not Not applicable ("CL Xingwan") (ii) 99.99% indirectly million RMB1,551 consultation Investment million management Pension Company")(i) China Life (Qingdao) Health Management Co., PRC Ltd. ("CL Qingdao") (i) 99.50% indirectly RMB211 Health million management China Life Qinhuangdao Health and Elderly Care PRC 100.00% RMB33 Elderly care Service Co., Ltd. ("CL Qinhuangdao") (i) Zhuhai Xinwan Real Estate Co., Ltd. ("Zhuhai Xinwan") (i) Investment Company Limited ("Tianjin PRC China Life (Tianjin) Pension & Retirement indirectly China Life Nianfeng Insurance Agency Co., Ltd. PRC 90.81% ("CL Nianfeng") (i) directly RMB544 million Insurance China Life (Hangzhou) Hotel Co., Ltd. ("CL PRC 99.99% Investment RMB65 Hangzhou")(i) indirectly million management China Life Jiayuan (Xiamen) Health Management PRC 99.99% RMB1,500 Health Company Limited ("CL Jiayuan")(i) agent Hotel 99.98% PRC Wuhu Yuanxiang Tianyi Investment Name Percentage of equity interest Place of incorporation (i) The table below presents the basic information of the Company's subsidiaries as at 31 December 2023 (continued): 33 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) (b) Subsidiaries (continued) For the year ended 31 December 2023 Notes to the Consolidated Financial Statements (continued) Virgin Islands indirectly New Fortune Wisdom Limited Wisdom Forever Limited Partnership The British 100.00% Not applicable Investment Virgin Islands indirectly The British 100.00% Not applicable Investment China Century Core Fund Limited and operation held The British 100.00% The British Investment Not applicable 89.997% directly PRC Investment RMB100 million 100.00% indirectly PRC Cayman management 100.00% directly RMB1,530 million PRC New Capital Wisdom Limited Ningbo Meishan Bonded Port Area Guo Yang Guo Sheng Investment Partnership ("Guo Yang Guo Sheng") (ii) China Life Franklin (Shenzhen) Private Equity Investment Fund Management Co., Limited ("Franklin Shenzhen Company") (i) China Life (Beijing) Health Management Co., Limited ("CL Health") (i) Principal activities Investment Registered capital Not applicable 100.00% indirectly Cayman Islands Health indirectly Islands Ningbo Meishan Bonded Port Area Bai Ning Investment Partnership (Limited Partnership) ("Bai Ning") (ii) Shanghai Yuan Shu Yuan Pin Investment Management Partnership (Limited Partnership) ("Yuan Shu Yuan Pin") (ii) Shanghai Yuan Shu Yuan Jiu Investment Management PRC 100.00% RMB484 Investment indirectly Shanghai Wansheng Industry Partnership PRC 99.98% million Not Investment Principal activities (Limited Partnership) ("Shanghai Wansheng") applicable (ii) Wuhu Yuanxiang Tianfu Investment PRC 99.98% Management Partnership (Limited Partnership) directly AMC Investment ("Yuanxiang Tianfu") (ii) directly indirectly Registered capital and operation PRC 99.98% directly Not applicable Investment PRC 99.98% directly Not applicable Investment PRC 99.98% directly Percentage of equity interest held Not applicable Partnership (Limited Partnership) ("Yuan Shu Yuan Jiu") (ii) Annual Report 2023 | Financial Report 249 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 33 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) (b) Subsidiaries (continued) (i) The table below presents the basic information of the Company's subsidiaries as at 31 December 2023 (continued): Place of incorporation Name Dalian Hope Building Company Ltd. ("Hope Building") (i) Investment million Not applicable 100.00% Pension Company RMB3,400 RMB3,400 Suzhou Pension Company RMB2,181 RMB1,055 RMB3,236 CL AMP RMB1,288 RMB1,288 CL Wealth RMB200 RMB200 Rui Chong Company RMB6,100 RMB6,100 CL Health RMB1,530 Franklin Shenzhen Company RMB100 Shengyi Jingsheng Company RMB4,000 RMB4,000 AMC RMB4,600 China Life Insurance (Overseas) Company Limited ("CL Overseas") China Life Investment Management Company Limited (Formerly known as "China Life Investment Holding Company Limited")("CLI") China Life Ecommerce Company Limited ("CL Ecommerce") China Life Healthcare Investment company limited ("CLHI") China Life Enterprise Annuity Fund ("EAP") China Life Property & Casualty Insurance Company Limited ("CLP&C") CGB Sino-Ocean Group Relationship with the Company Under common control of CLIC Under common control of CLIC Under common control of CLIC Under common control of CLIC Under common control of CLIC A pension fund jointly set up by the Company and others An associate of the Company An associate of the Company An associate of the Company Associated enterprises and joint ventures of the basic and important information related to see note 10. (d) Registered capital of related parties with control relationship and changes during the year RMB831 As at As at 31 December Name of related party 2022 million Increase million Decrease 2023 million million CLIC RMB4,600 31 December Hope Building RMB484 RMB544 For the year ended 31 December 2023 33 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) (e) Percentages of holding of related parties with control relationship and changes during the year Shareholder As at 31 December 2022 CLIC Amount Percentage of holding Increase Decrease Notes to the Consolidated Financial Statements (continued) Amount million million million million RMB19,324 68.37% RMB19,324 68.37% Subsidiaries PRC As at 31 December 2023 Percentage of holding China Life Real Estate Co., Limited ("CLRE") 252 Annual Report 2023 | Financial Report RMB211 RMB33 CL Hangzhou RMB65 CL Jiayuan RMB1500 RMB1,530 RMB100 RMB831 RMB484 RMB544 RMB65 RMB6,800 RMB1,500 CL Qingdao CL Qinhuangdao Zhuhai Xinwan RMB1,551 RMB211 RMB33 RMB6,800 The table above does not include the partnerships and the subsidiaries which were not set up or invested in Mainland China that having control relationship with the Group. These partnerships and subsidiaries do not have related information about registered capital. RMB700 RMB851 Tianjin Pension Company Significant related parties CL Nianfeng 33 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) 75.88% directly RMB23,648 million Investment management CL Asset-Yuanliu No.3 Insurance Asset Management Product 72.78% directly RMB21,799 million China Life-Yunnan Guoqi Reform And Development Equity Investment Plan | China Life- Hufa No.1 Equity CL Investment-China Eastern Airlines Group Equity 100.00% directly RMB13,000 million Investment management Investment management 99.15% directly RMB11,798 million Investment management 100.00% directly RMB11,000 million Investment management China Life-China Hua Neng Debt-to-Equity Swap 100.00% directly Principal activities received RMB112,779 million 68.75% directly held RMB6,800 (c) Other related parties indirectly million services Real estate management 250 Annual Report 2023 | Financial Report Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 RMB10,000 million 33 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) (i) The table below presents the basic information of the Company's subsidiaries as at 31 December 2023 (continued): Notes: (i) The above subsidiaries are registered as limited companies in accordance of the Company Law of the People's Republic of China. (ii) The above subsidiaries are registered as limited liability partnerships in accordance of the Law of the People's Republic of China on Partnerships. Non-controlling interests in subsidiaries are not significant to the Company. (ii) The table below presents the basic information of the Company's major consolidated structured entities as at 31 December 2023: Percentage of shares Trust/investments Name CL Asset-Yuanliu No.1 Insurance Asset Management Product CL Asset-Yuanliu No.2 Insurance Asset Management Product (b) Subsidiaries (continued) Investment management Investment management RMB8,000 million RMB9,970 million Investment 99.99% directly RMB9,000 million Airlines Equity Instrument Investment Collective Fund Trust Scheme Investment management Zhong Hang Trust Fund ⚫Tian Qi 21A No.155 China Eastern Airlines Perpetual Bonds Investment Collective Fund Trust Scheme Kun Lun Trust China Metallurgical No.1 Collective Fund 99.38% directly Investment management 86.25% directly 91.98% directly RMB8,000 million management Jiang Su Trust Xin Bao Sheng No.144 (Jing Tou) 84.00% directly RMB8,000 million Investment management Annual Report 2023 | Financial Report 251 • Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 Investment Investment management management RMB9,992 million Shan Guo Tou Jing Tou Corporate Trust Loan Collective Funds Trust Scheme 98.40% directly RMB10,000 million Investment management Jiao Yin Guo Xin China Aluminium Co., Ltd. Supply-side Reform Collective Fund Trust Scheme 99.99% directly RMB10,000 million 90.00% directly and RMB10,000 million Guang Da Hui Ying No. 8 Collective Fund Bai Rui Heng Yi No.817 Collective Fund Trust Scheme (Zhong Guo Guo Xin) Investment management Investment management RMB10,000 million Investment management Chongqing Trust Fund • Guo Rong No.4 Collective Fund . Jiao Yin Guo Xin Jing Tou Corporate Collective Funds indirectly 89.00% directly 85.00% directly Zhong Hang Trust Fund Tian Qi [2020] No.372 China Eastern reclassifiable differences contracts reclassifiable contracts non- income non- income reinsurance Exchange (losses) from available- 28,265 reclassifiable on translating to profit or reclassifiable Share premium Other reserves for-sale securities (i) under the equity method gains/ to profit or loss to profit or loss insurance RMB million comprehensive contracts and Statutory As at 31 December 2023 No. of shares 19,323,530,000 19,324 8,941,175,000 8,941 1,500,000,000 1,500 7,441,175,000 7,441 28,264,705,000 28,265 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 35 RESERVES (i) Financial changes in Financial Other insurance Other changes in Unrealised comprehensive Discretionary Other comprehensive income foreign IFRS 17 (Note 2.1.1.b) 19,597 (4) (112,671) 249,755 (93,078) As at 1 January 2022 (Restated, Note 2.1.1.b) 53,905 1,098 68,516 2,631 (112,671) 50,621 45,511 48,320 (1,377) 123 156,677 (71,220) (3,015) 28,265 28,264,705,000 5,512 Impact of initial application of General 123 48,320 loss under the to profit or reserve fund reserve fund reserve operations equity method loss Total RMB million RMB million RMB million RMB million RMB million RMB million RMB million RMB million RMB million RMB million RMB million RMB million (a) (c) As at 31 December 2021 53,905 1,098 48,919 2,635 50,621 45,511 (1,377) 260 Annual Report 2023 | Financial Report As at All shares owned by CLIC are domestic listed shares. (53) 5 5 (483) (528) 4 4 Amount due to CLHI (30) (61) Amount deposited with CGB 43,707 57,904 Wealth management products and other securities of CGB 8,059 8,027 Amount due to CGB (74) (66) Corporate bonds of Sino-Ocean 234 648 Amount due from CL Ecommerce (68) 3 Amount due from CLRE Amount due from CLI 1,102 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 33 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) (g) Amounts due from/to significant related parties The following table summarises the balances due from and to significant related parties. The balances of the Group are all unsecured. The balances of the Group are non-interest-bearing and have no fixed repayment dates except for deposits with CGB, wealth management products and other securities of CGB, and corporate bonds issued by Sino-Ocean. As at 31 December 31 December 2023 2022 RMB million RMB million Amounts due from and to related parties of the Group Amount due from CLIC Amount due from CL Overseas 549 539 109 118 Amount due from CLP&C 335 293 Amount due to CLP&C Amount due to CLI 4 Amount due to CL Ecommerce (18) 37 The total compensation package for the Company's key management personnel has not yet been finalised in accordance with regulations of the relevant PRC authorities. The compensation listed above is the tentative payment. Annual Report 2023 | Financial Report 259 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 33 SIGNIFICANT RELATED PARTY TRANSACTIONS (continued) (i) Transactions with state-owned enterprises Under IAS 24 Related Party Disclosures, business transactions between state-owned enterprises controlled by the PRC government are within the scope of related party transactions. CLIC, the ultimate holding company of the Group, is a state- owned enterprise. The Group's key business is insurance and investment related and therefore the business transactions with other state-owned enterprises are primarily related to insurance and investment activities. The related party transactions with other state-owned enterprises are conducted in the ordinary course of business. Due to the complex ownership structure, the PRC government may hold indirect interests in many companies. Some of these interests may, in themselves or when combined with other indirect interests, be controlling interests which may not be known to the Group. Nevertheless, the Group believes that the following captures the material related party transactions and has applied IAS 24 exemption and disclosed only qualitative information. As at 31 December 2023, most of the bank deposits of the Group were with state-owned banks; the issuers of corporate bonds and subordinated bonds held by the Group were mainly state-owned enterprises. For the year ended 31 December 2023, a large portion of group insurance business of the Group were with state-owned enterprises; the majority of bancassurance commission charges were paid to state-owned banks and postal offices; and the majority of the reinsurance agreements of the Group were entered into with state-owned reinsurance companies. 34 SHARE CAPITAL As at 31 December 2023 No. of shares RMB million As at 31 December 2022 No. of shares RMB million Registered, authorised, issued and fully paid Ordinary shares of RMB1 each 28,264,705,000 As at 31 December 2023, the Company's share capital is as follows: Owned by CLIC (i) Owned by other equity holders Including: Domestic listed Total Overseas listed (ii) (i) 18 RMB million RMB million 2022 (29) Amounts due from and to subsidiaries of the Company Amount due from CL Hotel Investors, L. P. 6,241 6,137 Amount due from Pension Company 36 43 Amount due from Rui Chong Company Amount due to AMC Amount due to Pension Company (ii) Overseas listed shares are traded on the Stock Exchange of Hong Kong Limited. Amount due to AMC HK 274 (1,771) (782) (73) (123) (5) (7) (h) Key management personnel compensation Salaries and other benefits For the year ended 31 December 2023 10 268 Annual Report 2023 | Financial Report (1,636) Appropriation to reserves Total liabilities 5,183,796 4,532,209 4,165,173 Equity Share capital 28,265 28,265 28,265 Reserves (Note 39(b)) Retained earnings Total equity Total liabilities and equity 147,745 95,578 152,959 305,843 247,826 205,190 232,496 481,853 203,605 Financial assets sold under Reinsurance contract liabilities 4,859,175 4,266,947 3,809,716 188 160 154 Bonds payable 36,166 34,997 34,994 Other liabilities 35,784 39,860 40,267 Premiums received in advance 48,878 49,654 47,546 agreements to repurchase Insurance contract liabilities 371,669 5,665,649 non- from available- to profit or loss reclassifiable on translating to profit or loss reclassifiable Share premium Other reserves for-sale securities (i) under the equity method to profit or loss Statutory reserve fund Discretionary reserve fund General foreign reclassifiable 386,414 contracts Exchange differences 4,903,878 4,551,587 The Company has elected to account for its investments in associates and joint ventures in separate financial statements under the equity method starting from 1 January 2023 in accordance with IAS 27 Separate Financial Statement with retrospective adjustment. This retrospection resulted in an increase in investments in associates and joint ventures of RMB52,352 million, an increase in retained earnings of RMB49,488 million and an increase in reserves of RMB2,961 million as at 1 January 2022. Also it resulted in an increase in investments in associates and joint ventures of RMB45,476 million, an increase in retained earnings of RMB49,207 million and a decrease in reserves of RMB1,090 million as at 31 December 2022. 266 Annual Report 2023 | Financial Report (i) Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 39 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (b) Reserves Other Financial changes in insurance Financial Unrealised gains/(losses) comprehensive contracts and income reinsurance Other comprehensive changes in insurance reclassifiable contracts income non- under the equity Liabilities RMB million (Restated, Note 2.1.1.b) other comprehensive income 117,711 N/A N/A Financial assets at fair value through profit or loss 1,462,090 N/A N/A Held-to-maturity securities N/A 1,571,892 1,531,640 Loans N/A 324,557 410,789 Available-for-sale securities N/A 1,644,704 Investment in equity instruments at fair value through 1,370,035 N/A 2,908,332 170,387 Investments in associates and joint ventures Term deposits Statutory deposits - restricted 217,717 222,069 216,315 322,298 (69,257) 442,690 491,332 5,801 5,653 5,653 Investment in debt instruments at amortised cost 32,206 N/A N/A Investment in debt instruments at fair value through other comprehensive income N/A RMB million (Restated, Note 2.1.1.b) Securities at fair value through profit or loss 93,657 119,036 53,593 Total assets 5,665,649 4,903,878 4,551,587 Annual Report 2023 | Financial Report 265 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 39 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (a) Statement of financial position (continued) LIABILITIES AND EQUITY As at As at As at 31 December 2023 31 December 2022 1 January 2022 RMB million 135,645 N/A Cash and cash equivalents 47,159 120,191 Reinsurance contract assets 25,846 24,096 19,327 Other assets 29,627 22,778 28,098 Deferred tax assets 23,020 45,939 24,059 Financial assets purchased under agreements to resell 13,155 35,816 3,463 Accrued investment income 70 47,159 to profit or reserve operations RMB million RMB million RMB million RMB million RMB million RMB million RMB million RMB million RMB million RMB million RMB million RMB million 53,360 934 (4,578) (1,817) (107,159) 54,505 50,607 51,341 (1,615) 95,578 of IFRS 9 (Note 2.1.1.a) 121,314 28 (55,453) As at 1 January 2023 Total 53,360 loss under the equity to profit or on reclassifiable non- through other to profit or loss reclassifiable Statutory translating to profit or loss reclassifiable Share premium reserves Other comprehensive income under the equity to profit or method loss reserve Discretionary General fund reserve fund reserve foreign operations method reclassifiable contracts 934 (1,789) (162,612) 54,505 (21,128) 7,438 (92) 62 67 (96) As at 31 December 2023 53,360 64 998 2 64 192,944 (1,383) (260,646) 56,258 54,539 53,094 13 (1,012) (420) 147,745 (487) 116,736 695 13 50,607 51,341 Other comprehensive income Appropriation to reserves Other comprehensive income to retained earnings Others 76,279 406 (98,034) 1,753 17753 3,932 1,753 753 65,889 (1,615) 161,467 31 fair value contracts income non- As at 1 January 2022 2.1.1.b) (Restated, Note Other comprehensive income Appropriation to reserves Other comprehensive 53,360 1,580 67,201 (4) (112,671) 50,573 45,511 47,409 152,959 (71,779) (1,813) 5,512 (1,559) (93,078) (69,639) (112,671) 19,597 method loss Total RMB million RMB million RMB million RMB million RMB million RMB million RMB million RMB million RMB million RMB million RMB million RMB million As at 31 December 2021 (Restated, Note 39(a)) 53,360 1,580 47,604 50,573 45,511 47,409 246,037 Impact of initial application of IFRS 17 (Note 2.1.1.b) (4) 3,932 5,096 3,932 For the year ended 31 December 2023 39 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (continued) (b) Reserves (continued) As at 31 December 2022 (Restated, Note 2.1.1.b) Impact of initial application Financial changes in insurance Other contracts Financial comprehensive and assets at income reinsurance Exchange differences Other comprehensive Financial changes in insurance Notes to the Consolidated Financial Statements (continued) 95,578 Annual Report 2023 | Financial Report 267 (1,615) 12,960 income to retained earnings Others As at 31 December 2022 (Restated, Note 2.1.1.b) (646) 53,360 246,115 934 (1,817) (107,159) 54,505 50,607 51,341 (56) 99 664g6 (646) Under IFRS 17 Insurance Contracts, changes in the fair value of available-for-sale securities attributable to policyholders are no longer measured and accounted for separately and are measured and accounted for within contract liabilities. (4,578) 315,929 140,591 6,191 272,215 72 73,845 148,958 1,569 34,997 12,774 At 31 December 2022 At 31 December 2022 223 (197) Others 4,863 4,786 74 3 26 12,774 34,997 1,569 149,022 1,569 36,167 12,782 At 1 January 2023 1,259 (72) 89 64 1,170 8 IFRS 9 Impact of initial application of 272,215 72 73,845 148,958 Interest expense 817 817 New leases RMB million RMB million RMB million RMB million RMB million RMB million Total activities entities repurchase financing related to to structured agreements consolidated Lease liabilities Bonds payable and other borrowings RMB million 73,934 At 1 January 2022 34,994 of consolidated structured entities Changes arising from losing control 1,139 1,139 Foreign exchange movement (98,695) (5,073) 5,983 (90,711) (1,307) (7,587) Changes from financing cash flows 364,065 359 67,862 239,446 2,182 19,222 payable 273,474 (1,073) As at As at (b) Operating lease commitments Total Property, plant and equipment Investments Contracted, but not provided for 31 December The Group had the following capital commitments relating to property development projects and investments: 38 COMMITMENTS The Group involves in certain lawsuits arising from the ordinary course of business. In order to accurately disclose the contingent liabilities for pending lawsuits, the Group analyses all pending lawsuits on a case by case basis at the end of each interim and annual reporting period. A provision will only be recognised if management determines, based on third- party legal advice, that the Group has present obligations and the settlement of which is expected to result an outflow of the Group's resources embodying economic benefits, and the amount of such obligations could be reasonably estimated. Otherwise, the Group will disclose the pending lawsuits as contingent liabilities. As at 31 December 2023 and 31 December 2022, the Group had other contingent liabilities but disclosure of such was not practical because the amounts of liabilities could not be reliably estimated and were not material in aggregate. Pending lawsuits 531 583 RMB million RMB million (a) Capital commitments 31 December 2023 2022 31 December 31 December As at As at 264 Annual Report 2023 | Financial Report Total Later than five years Later than one year but not later than five years Not later than one year As lessor, the future minimum rentals receivable under non-cancellable operating leases are as follows: 93,135 88,056 91,727 1,408 1,466 86,590 RMB million RMB million 2022 2023 31 December 31 December 669 Interest expense (4) 810 810 New leases (4) entities of consolidated structured Changes arising from losing control 479 479 Foreign exchange movement 70,969 10,361 64,330 (1,149) (1,500) 1,499 Changes from financing cash flows 54 5,104 As at As at 37 PROVISIONS AND CONTINGENT LIABILITIES The following is a summary of the significant contingent liabilities: For the year ended 31 December 2023 Notes to the Consolidated Financial Statements (continued) Annual Report 2023 | Financial Report 263 351,424 84,295 216,851 1,255 36,166 12,857 At 31 December 2023 592 621 (29) Others 2,882 2023 holders of third-party loss under the Other comprehensive Share premium to profit or reclassifiable translating Statutory to profit or reclassifiable to profit or through other reclassifiable on reclassifiable contracts fair value contracts income non- differences non- reserve Discretionary General RMB million RMB million RMB million RMB million RMB million RMB million RMB million RMB million RMB million RMB million RMB million RMB million Total loss operations equity method reserve reserve fund fund loss equity method income reserves to profit or foreign loss under the income reinsurance assets at insurance Exchange comprehensive (384) (2,704) (352) 53,905 (Restated Note 2.1.1.b) As at 31 December 2022 (1,450) (1,450) Others (74) (74) retained earnings Other comprehensive income to 13,137 4,109 5,096 3,932 (107,159) (a) 54,553 (275) and Financial comprehensive changes in Other contracts Other Financial insurance changes in Financial 35 RESERVES (continued) For the year ended 31 December 2023 Notes to the Consolidated Financial Statements (continued) Annual Report 2023 | Financial Report 261 Under IFRS 17 Insurance Contracts, changes in the fair value of available-for-sale securities attributable to policyholders are no longer measured and accounted for separately and are measured and accounted for within insurance contract liabilities. 99,033 (1,587) 50,607 52,429 interest (b) As at 31 December 2022 54,539 56,306 (259,873) (407) 188,476 28 53,905 54,348 As at 31 December 2023 (94) 67 51 380 Others (92) retained earnings 380 50 (1,019) (420) assets sold under Interest- bearing loans liabilities- to the Financial Other payable Other liabilities- 36 NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS Changes in liabilities arising from financing activities For the year ended 31 December 2023 Notes to the Consolidated Financial Statements (continued) 262 Annual Report 2023 | Financial Report Under related PRC law, dividends may be paid only out of distributable profits. Any distributable profits that are not distributed in a given year are retained and available for distribution in the subsequent years. (c) Pursuant to "Financial Standards of Financial Enterprises - Implementation Guide" issued by the Ministry of Finance of the PRC on 30 March 2007, for the year ended 31 December 2023, the Company appropriated 10% of net profit under CAS which amounted to RMB1,753 million to the general reserve for future uncertain catastrophes, which cannot be used for dividend distribution or conversion to share capital increment (2022: RMB3,932 million). In addition, pursuant to the CAS, the Group appropriated RMB166 million to the general reserve of its subsidiaries attributable to the Company in the consolidated financial statements (2022: RMB177 million). (b) Approved at the Annual General Meeting in 28 June 2023, the Company appropriated RMB3,932 million to the discretionary reserve fund for the year ended 31 December 2022 based on net profit under CAS (2022: RMB5,096 million). (a) Pursuant to the relevant PRC laws, the Company appropriated 10% of its net profit under Chinese Accounting Standards ("CAS") to statutory reserve which amounted to RMB1,753million for the year ended 31 December 2023 (2022: RMB3,932 million). 145,933 Other comprehensive income to 7,604 . 1,919 60,751 28 (55,453) 116,176 IFRS 9 (Note 2.1.1.a) Impact of initial application of 99,033 (1,587) (275) 52,429 50,607 54,553 (107,159) (384) (2,704) (352) 53,905 (Restated, Note 2.1.1.b) As at 1 January 2023 (c) 53,905 113,472 3,932 1,753 Appropriation to reserves (487) (21,741) 660 325 (51) (97,261) 75,073 Other comprehensive income 159,784 (1,587) (275) 52,429 50,607 54,553 (162,612) (356) (352) 2022 RMB million 914 1,413 RMB million (Restated, Note 2.1.1.b) ASSETS Property, plant and equipment 6,266 6,063 Investment properties 2,239 1,595 1,364 51,116 49,856 48,775 Investments in subsidiaries RMB million (Restated, Note 2.1.1.b) RMB million Right-of-use assets As at RMB million 893 1 January 2022 1,478 198 160 2,531 Notes to the Consolidated Financial Statements (continued) 2,525 39 STATEMENT OF FINANCIAL POSITION AND NOTES TO KEY ITEMS (a) Statement of financial position As at 31 December 2023 As at 31 December 2022 For the year ended 31 December 2023 175.0 245.0 Huang Yiping (vi) 125.0 50.0 Chen Jie (vi) 420.0 50.0 175.0 420.0 420.0 420.0 70.0 125.0 175.0 1,533.9 245.0 245.0 Yuan Changqing (i) Wang Junhui (v) Lam Chi Kuen 300.0 120.0 Leung Oi-Sie Elsie (vi) 420.0 300.0 120.0 420.0 Tang Xin (vi) 175.0 70.0 Zhai Haitao 245.0 Notes to the Consolidated Financial Statements (continued) 245.0 (b) Supervisors' emoluments The aggregate amounts of emoluments paid to supervisors of the Company for the year ended 31 December 2023 are as follows: Name Cao Weiqing Ye Yinglan (i) Hu Zhijun (ii) Wang Xiaoqing (ii) 40 DIRECTORS', SUPERVISORS', CHIEF EXECUTIVE'S AND SENIOR MANAGEMENT'S REMUNERATION (continued) Lai Jun Remuneration Benefits in paid kind Total RMB thousand Niu Kailong (iii) 245.0 For the year ended 31 December 2023 270 Annual Report 2023 | Financial Report 175.0 175.0 175.0 175.0 (i) Bai Tao was appointed as the chairman and executive director in May 2022 and did not receive remuneration from the Company. (ii) Zhao Peng was appointed as executive director in October 2022 and did not receive any remuneration from the Company. 437.0 (iii) Su Hengxuan and other non-executive directors did not receive remuneration from the Company. Su Hengxuan resigned as executive director in August 2022 and Yuan Changqing resigned as non-executive director in June 2022. (v) Wang Junhui is a non-executive director and does not receive any remuneration from the Company. (vi) Tang Xin resigned as independent director in March 2022 and continued to perform as independent director until July 2022. Leung Oi-Sie Elsie resigned as independent director in July 2022. Huang Yiping and Chen Jie were appointed as independent directors of the Company in July 2022. (vii) The above remuneration was calculated based on the relevant employment period during the reporting period, and there is no performance remuneration recovery and deduction in 2022. The compensation amounts disclosed above for these directors and the chief executive for the year ended 31 December 2022 were restated based on the finalised amounts determined during 2023. The directors and chief executive received the compensation amounts disclosed above during their term of office in 2023 and 2022. In addition to the directors' emoluments disclosed above, certain directors of the Company received emoluments from CLIC, the amounts of which were not apportioned between their services to the Company and their services to CLIC. (iv) Huang Xiumei resigned as executive director in November 2022 and did not receive any remuneration from the Company from October 2022. 1,970.9 Li Mingguang 108.6 Total RMB thousand 417.7 50.3 84.2 552 552.2 420.0 420.0 scheme contributions 420.0 (i) Bai Tao was appointed as the chairman and executive director in May 2022 and did not receive remuneration from the Company. (ii) Zhao Peng did not receive remuneration from the Company, and resigned as executive director in August 2023. (iii) Li Mingguang did not receive remuneration from the Company from May 2023. (iv) Wang Junhui is a non-executive director and does not receive any remuneration from the Company. (v) Zhuo Meijuan was appointed as non-executive director in June 2023 and did not receive any remuneration from the Company. (vi) The above remuneration was calculated based on the relevant employment period during the reporting period. 420.0 420.0 420.0 kind Benefits in Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 40 DIRECTORS', SUPERVISORS', CHIEF EXECUTIVE'S AND SENIOR MANAGEMENT'S REMUNERATION The total compensation package for the directors, supervisors, chief executive and senior management for the year ended 31 December 2023 in accordance with the related measures for compensation management of the Company has not yet been finalised. The amount of the compensation not provided for is not expected to have a significant impact on the Group's 2023 consolidated financial statements. The final compensation will be disclosed in a separate announcement when determined. (a) Directors' and chief executive's emoluments The aggregate amounts of emoluments paid to directors and chief executive of the Company for the year ended 31 December 2023 are as follows: paid Name Li Mingguang (iii) Wang Junhui (iv) Zhuo Meijuan (v) Lam Chi Kuen Zhai Haitao Huang Yiping Chen Jie Pension Remuneration Bai Tao (i) Zhao Peng (ii) 420.0 420.0 Annual Report 2023 | Financial Report 269 1,432.0 1,145.6 2,577.6 687.4 144.3 288.2 1,267.9 3,010.1 2,322.7 Huang Xiumei (iv) 939.8 728.3 1,668.1 437.0 687.4 Su Hengxuan (iii) Zhao Peng (ii) Bai Tao (i) Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 40 DIRECTORS', SUPERVISORS', CHIEF EXECUTIVE'S AND SENIOR MANAGEMENT'S REMUNERATION (continued) (a) Directors' and chief executive's emoluments (continued) The aggregate amounts of emoluments paid to directors and chief executive of the Company for the year ended 31 December 2022 are as follows: Performance Name Basic salaries related bonuses Subtotal of salary income Deferred payment included in salary income Benefits in kind Pension scheme contributions Deferred payment Total included in total Actual paid included in total RMB thousand 194.2 151.9 614.8 1,645.0 Notes to the Consolidated Financial Statements (continued) For the year ended 31 December 2023 40 DIRECTORS', SUPERVISORS', CHIEF EXECUTIVE'S AND SENIOR MANAGEMENT'S REMUNERATION (continued) (b) Supervisors' emoluments (continued) The compensation amounts disclosed above for these supervisors for the year ended 31 December 2022 were restated based on the finalised amounts determined during 2023. The supervisors received the compensation amounts disclosed above during their term of office in 2023 and 2022. (c) Five highest paid individuals For the year ended 31 December 2023, the five individuals whose emoluments were the highest in the Company include one supervisor (2022: one director and one supervisor). Details of the remuneration of the five highest paid individuals are as follows: Basic salaries, housing allowances, other allowances and benefits in kind Pension scheme contributions Total The emoluments fell within the following bands: RMBO - RMB1,000,000 RMB1,000,001 - RMB2,000,000 RMB2,000,001 - RMB3,000,000 RMB3,000,001 - RMB4,000,000 RMB4,000,001 - RMB4,500,000 271 For the year ended 31 December Annual Report 2023 Financial Report (i) Cao Weiqing was appointed as Chairman of the Board of Supervisors in November 2022. Jia Yuzeng resigned as the Chairman of the Supervisory Board. (ii) Hu Zhijun was appointed as employee representative supervisor in July 2022, while Cao Qingyang resigned as employee representative supervisor. (iii) Niu Kailong did not receive remuneration from the Company. 209.0 2,198.8 470.7 1,728.1 Lai Jun 768.8 1,370.0 2,138.8 548.0 117.3 210.6 2,466.7 548.0 1,918.7 Niu Kailong (iii) (iv) The above remuneration was calculated based on the relevant employment period during the reporting period, and there is no performance remuneration recovery and deduction in 2022. 2023 2022 RMB thousand 中国人寿保险股份有限公司 China Life Insurance Company Limited Office Address : Telephone Website E-mail 16 Financial Street, Xicheng District, Beijing, P. R. China TM : 86-10-63633333 : www.e-chinalife.com ir@e-chinalife.com MIX Paper | Supporting responsible forestry FSC www.fsc.org FSC™ C008061 In case of any discrepancy between the Chinese version and the English version of this report, the Chinese version shall prevail; in case of any discrepancy between the printed version and the website version of this report, the website version shall prevail. 272 Annual Report 2023 | Financial Report There was no arrangement under which a director, chief executive or supervisor waived or agreed to waive any remuneration during the year. The emoluments of the five highest paid individuals are the total emoluments paid to them during the year. RMB thousand 6,872.0 12,820.2 1,136.0 1,301.2 8,008.0 14,121.4 117.7 Number of individuals 2023 2022 IIIGI 5 2 ||32 I For the year ended 31 December 2023, no emoluments were paid by the Company to the directors, chief executive, supervisors or any of the five highest paid individuals as an inducement to join or upon joining the Company or compensation for loss of office as a director of any member of the Group or of any other office in connection with the management (2022: nil). For the year ended 31 December 225.2 470.7 1,176.8 The aggregate amounts of emoluments paid to supervisors of the Company for the year ended 31 December 2022 are as follows: Performance Name Basic salaries related bonuses Subtotal of salary income Deferred payment included in salary income Benefits in kind Pension scheme contributions Deferred payment Actual paid Total included in total included in total RMB thousand Jia Yuzeng (i) 1,148.6 584.7 (iv) The above remuneration was calculated based on the relevant employment period during the reporting period. 1,733.3 (iii) Niu Kailong did not receive remuneration from the Company. (i) Ye Yinglan was appointed as employee representative supervisor in June 2023. 465.1 65.3 91.4 621.8 485.4 62.4 87.8 635.6 452.3 62.4 100.1 1,021.9 125.5 218.0 1,365.4 (ii) Hu Zhijun and Wang Xiaoqing resigned as employee representative supervisor in June 2023 350.8 113.5 237.6 1,328.6 274.1 1,054.5 Hu Zhijun (ii) 306.7 381.2 687.9 152.5 52.9 77.4 818.2 152.5 665.7 Wang Xiaoqing 695.3 115.8 66.4 274.1 1,146.4 2,084.4 350.8 1,733.6 Cao Weiging (i) 104.4 83.5 187.9 1,872.1 50.1 23.4 225.8 50.1 175.7 Cao Qingyang (ii) 461.2 685.2 14.5 Pension scheme contributions Major business scope 13,193 Net investment income Net income from fixed-maturity investments Net income from equity investments 123,082 176,277 185,866 178,870 144,216 142,913 29,117 29,704 Net income from investment properties 102 87 Investment income from cash and others 4,352 2,187 Share of profit of associates and joint ventures N/A Gross investment yield² - Impairment losses of investment assets Net investment yield² N/A (1,282) - Expected credit losses of investment assets Gross investment income (8,751) + Unrealised gains or losses 27,518 (31,280) + Realised disposal gains 3,979 8,079 (32,786) 20221 2023 RMB million 4,811,893 100.00% 5,659,250 Total 5.45% 262,488 100.00% 4.57% Investments in associates and joint ventures 3.45% 166,127 2.99% 169,064 Cash and others6 258,760 21,360 Notes: As at 31 December 2022, the data of investment businesses related to IFRS 17 - Insurance Contracts has been restated and presented, while the data of investment businesses related to IFRS 9 - Financial Instruments has not been restated and presented. Therefore, relevant data is not comparable. For the year ended 31 December Investment Income Annual Report 2023 | Management Discussion and Analysis 22 As at the end of the Reporting Period, the Company's investment assets reached RMB5,659,250 million. Among the major types of investments, the percentage of investment in bonds was 55.83%, the percentage of term deposits was 7.30%, the percentage of investment in debt-type financial products was 8.57%, and the percentage of investment in stocks and funds (excluding money market funds) was 11.23%. Cash and others include cash, cash at banks, short-term deposits, and financial assets purchased under agreements to resell, etc. 1. 6. 5. Funds include equity funds, bond funds and money market funds, etc. In particular, the balance of money market funds as at 31 December 2023 was RMB1,597 million. Other fixed-maturity investments include statutory deposits-restricted and interbank certificates of deposits, etc. 4. 3. 2. Debt-type financial products include debt investment schemes, trust schemes, asset-backed plans, credit asset-backed securities, specialised asset management plans, and asset management products, etc. Other equity investments include private equity funds, unlisted equities, preference shares and equity investment plans, etc. 0.28% 3.70% 2.43% 783,473 -1.8% As at the end of the Reporting Period, the insurance contract liabilities of the Company were RMB4,859,175 million, an increase of 13.9% from the end of 2022, primarily due to the accumulation of insurance liabilities from new policies and renewals. Analysis of Cash Flows Liquidity Sources The Company's cash inflows mainly come from insurance premiums received, interest, dividend and bonus, and proceeds from sale and maturity of investment assets. The primary liquidity risks with respect to these cash inflows are the risk of surrender by contract holders and policyholders, as well as the risks of default by debtors, interest rate fluctuations and other market volatilities. The Company closely monitors and manages these risks. The Company's cash and bank deposits can provide it with a source of liquidity to meet normal cash outflows. As at the end of the Reporting Period, the balance of cash and cash equivalents was RMB148,061 million. In addition, the vast majority of its term deposits in banks allow it to withdraw funds on deposits, subject to a penalty interest charge. As at the end of the Reporting Period, the amount of term deposits was RMB413,255 million. The Company's investment portfolio also provides it with a source of liquidity to meet unexpected cash outflows. The Company is also subject to market liquidity risk due to the large size of its investments in some of the markets in which it invests. In some circumstances, some of its holdings of investment securities may be large enough to have an influence on the market value. These factors may adversely affect its ability to sell these investments or sell them at a fair price. Liquidity Uses The Company believes that its sources of liquidity are sufficient to meet its current cash requirements. 24 Annual Report 2023 | Management Discussion and Analysis Consolidated Cash Flows The Company has established a cash flow testing system, and conducts regular tests to monitor the cash inflows and outflows under various scenarios and adjusts the asset portfolio accordingly to ensure sufficient sources of liquidity. For the year ended 31 December RMB million 2023 2022 Change Main reasons for change An increase in the scale of universal insurance accounts The needs for investment management The needs for liquidity management financing activities N/A (120,095) 60,273 Net cash inflow/(outflow) from 769,137 168.0% (424,236) Net cash inflow/(outflow) from investing activities 11.3% 345,284 384,366 Net cash inflow/(outflow) from operating activities (158,271) 13.9% 4,266,947 4,859,175 ANALYSIS OF SPECIFIC ITEMS 23 Annual Report 2023 | Management Discussion and Analysis During the Reporting Period, there was no material equity investment or non-equity investment of the Company that was subject to disclosure requirements. Major Investments The Company insisted on a prudent investment philosophy. Based on a disciplined and scientific internal rating system and a multi-dimensional management mechanism of risk limits, the Company prudently scrutinised credit profiles of targets and risk exposure concentration before investing and carried out ongoing tracking after investment, effectively controlling credit risks through early identification, early warning, and early disposal. No credit default event in relation to domestic credit assets occurred for the Company in 2023. Insurance Contract Liabilities The Company's credit asset investments mainly included credit bonds and debt-type financial products, which concentrated on sectors such as banking, transportation, non-banking finance, public utilities, and energy. As at the end of the Reporting Period, over 98% of the credit bonds held by the Company were rated AAA by external rating institutions, whereas over 99% of the debt-type financial products were rated AAA by external rating institutions. In general, the asset quality of the Company's credit investment products was in good condition, and the credit risks were well controlled. In 2023, the Company's net investment income was RMB185,866 million, and the net investment yield was 3.70%; the gross investment income of the Company was RMB123,082 million, and the gross investment yield was 2.43%. For the year 2022, the data of investment businesses related to IFRS 17 - Insurance Contracts has been restated and presented, while the data of investment businesses related to IFRS 9 - Financial Instruments has not been restated and presented. Therefore, relevant data is not comparable. In the calculation of the investment yield of the year 2023, the average investment assets as the denominator exclude the fair value changes of investment in debt instruments at fair value through other comprehensive income, so as to reflect the strategic intention of the Company for the management of assets and liabilities. The formula used for calculating the investment yield of the year 2022 is the same as that of previous years. 2. 1. Notes: 3.90% Credit Risk Management 3.96% Insurance contract liabilities of long-term insurance business Insurance contract liabilities of short-term insurance business Including: Contractual service margin -5.9% 35,872 33,770 14.0% 4,231,075 4,825,405 Total of insurance contract liabilities Change 2023 RMB million 31 December As at 31 December As at 2022 Foreign exchange gains/(losses) on China Life Property and Casualty Insurance Company Limited² 12,753 8 Mainly through the 585 channel of exclusive individual agents China Life Xin Yu Jin Sheng Endowment Insurance (國壽鑫裕金生兩全保險) 35,630 57 Mainly through the 414 channel of exclusive China Life Xin Fu Lin Men Annuity Insurance 35,278 10,932 (國壽鑫福臨門年金保險) China Life Critical Illness Group Health Insurance for 25,517 Surrender payment deposits Major sales channel 36,708 Mainly through the channel of exclusive individual agents China Life Xin Zun Bao Whole Life Insurance (universal insurance) (type A) (國壽鑫尊寶終身壽險(萬能型)(A款)) Insurance product Net increase in policyholder RMB million 36,629 For the year ended 31 December 2023 Note: Standard premiums are calculated in accordance with the calculation methods set forth in the "Notice on Establishing the Industry Standard of Standard Premiums in the Life Insurance Industry" (Bao Jian Fa [2004] No. 102) and the "Supplementary Notice of the 'Notice on Establishing the Industry Standard of Standard Premiums in the Life Insurance Industry'" (Bao Jian Fa [2005] No. 25) of the former China Insurance Regulatory Commission. (國壽城鄉居民大病團體醫療保險(A型)) Rural and Urban Citizens (type A) 923 individual agents Mainly through the channel of exclusive individual agents Through other channels 25,517 Top Three Insurance Products in terms of Net Increase in Policyholder Deposits note China Life Xin Yao Dong Fang Annuity Insurance (國壽鑫耀東方年金保險) individual agents 97 19 Annual Report 2023 | Management Discussion and Analysis Including premiums from online insurance business acquired by different sales channels of the Company. 4 With respect to the "insurance + senior-care services", the Company accelerated the senior-care ecosystem construction by gradually expanding the deployment of the senior-care services projects in key cities to further enhance its capability in supplying diversified services, thus offering its customers with full life-cycle senior-care services that "give children peace of mind, and reassure the senior people". In 2023, seven new residential senior-care services projects were added to the list and the pilot programs of home-based senior-care services were launched in five cities. The Company created a new exclusive team of China Life senior-care services planners and enriched relevant product system, in order to better satisfy the needs of customers for senior-care planning and protection with its specialised services. The Company actively engaged in the construction of the national third-pillar pension insurance system, and launched its new products and services on an ongoing basis. As at the end of the Reporting Period, the scale of the Company's third-pillar private pension business ranked among the top of the industry. In 2023, with respect to the "insurance + healthcare services", the Company fully consolidated internal and external quality resources and made consistent efforts to enhance its capability in health management services, creating a health management and service system integrating online and offline operations and with high quality and efficiency. As at the end of the Reporting Period, more than a hundred types of services were available on the China Life Inclusive Healthcare Service Platform, covering seven categories of health management services such as physical examination, health consulting, health promotion, disease prevention, chronic disease management, medical services and rehabilitation care, and the accumulated registered users of the platform increased by 20.0% from the end of 2022, ranking among the top of the industry. Analysis of Insurance Products Being customer-centric, the Company actively engaged in the construction of a multi-tiered social security system and clarified its medium- and long-term objectives and planning for the development of a senior-care services ecosystem, so as to promote the buildup of the inclusive healthcare and integrated senior-care service system with all efforts. the diverse needs of its customers, the Company has carried out various business operation activities by co-working with CLP&C and CGB, so as to provide customers with one- stop and all-round solutions of the high-quality financial and insurance services. The Company actively engaged in the construction of a "Life Insurance +" integrated financial ecosystem, with a view to empowering the Company's high-quality development. In 2023, premiums of CLP&C cross-sold by the Company through collaboration were RMB23,600 million, with the number of insurance policies increasing by 6.5% year on year. Through the cross-sale of property insurance products, the Company diversified its client contacts and facilitated the acquisition of new customers and the increase of commission income of its sales team. The scale of business of Pension Company cross-sold by the Company through collaboration were RMB8,655 million. The Company entrusted CGB to sell its bancassurance products, with the first-year regular premiums amounting to RMB1,799 million, an increase of 16.6% year on year. The Company also actively explored the synergy between insurance and investment businesses, continuously deepened its cooperation with AMC and CLI, etc., and constantly innovated and explored new insurance- investment interactive models. Besides, in order to satisfy Integrated Financial Business The Company continued to promote the development of the online insurance business by optimising its online insurance business operation system featuring centralised operation and unified management, to provide customers with a quality service experience. In 2023, the online insurance business grew rapidly. Total premiums of the online insurance business under the regulatory caliber were RMB76,020 million, an increase of 20.9% year on year. The Company further consolidated its foundation for the development of the online insurance business to enhance the core operating capabilities and channel value of the online insurance business. Online Insurance Business Other Channels During the Reporting Period, gross written premiums from other channels were RMB32,898 million, an increase of 2.8% year on year. The Company proactively participated in a variety of government-sponsored health insurance businesses and supported the construction of a multi-tiered medical security system. As at the end of the Reporting Period, the Company carried out over 200 supplementary major medical expenses insurance programs, covering nearly 350 million people. It also undertook over 70 policy-sponsored long-term care insurance programs, providing services to more than 38 million people. Meanwhile, it implemented over 120 city-customised commercial medical insurance projects. The Company actively participated in social governance related to medical protection and continued to undertake over 600 healthcare entrusted programs. Inclusive Healthcare and Integrated Senior-care Service System 354 With the "people-centric" approach as the focus of its insurance products supply, the Company actively served national strategies and people's livelihood. It consistently optimised the supply of diverse products and services, strengthened asset-liability management and interaction, and carried out in-depth research on product supply, so as to enhance its capability in supplying high-quality insurance products. In 2023, the Company newly developed and upgraded a total of 196 insurance products. new industry practitioners and new urban residents, and enriching the exclusive product system for specific groups of people. It also played an active role in promoting FinTech insurance protection and optimised technology insurance. product system, offering protection services to customers such as employees of technology companies. Meanwhile, in fully serving the Healthy China initiative, the Company coordinated and promoted the research and development of products with respect to critical illness insurance, long-term care insurance and medical insurance, optimised insurance liabilities, and improved insurance protection functions. It also deeply engaged in the product supply in the niche markets of health insurance, and explored and promoted the integrated development of health protection and health services, for the purpose of better satisfying the diversified demands of customers for health protection. The Company continued to expand the scope of agriculture-related insurance products and enhanced insurance protection for agriculture-related population, creating a sound exclusive insurance product system in relation to rural revitalisation. It innovated regional products through research and development by launching insurance products for Hainan Free Trade Port, Guangdong- Hong Kong-Macao Greater Bay Area and other regions, with an aim to actively promote coordinated regional development. Mainly through the channel of exclusive payment Major sales channel Surrender from new policies Note 11,600 38,632 The Company made great efforts to provide pension financial services, strengthened research and development of commercial pension insurance products, and enriched the third-pillar private pension insurance product system, optimised and upgraded exclusive commercial pension insurance products. It also implemented the pilot programs of insurance liability conversion from life insurance to long- term care insurance, and consistently launched insurance products offering protection for the senior people such as pension funds, medical expenses, compensation for accidental injuries. The Company continued to increase its support to inclusive finance by expanding insurance protection supply to such groups as women, children, China Life Xin Xiang Wei Lai Endowment Insurance (國壽鑫享未來兩全保險) Gross written premiums Insurance product RMB million For the year ended 31 December 2023 Top Five Insurance Products in terms of Gross Written Premiums 20 Annual Report 2023 | Management Discussion and Analysis Standard premiums 0.23% China Life Xin Zun Bao Whole Life Insurance (universal insurance) (type C) (國壽鑫尊寶終身壽險(萬能型)(C款)) Debt-type financial products² 484,828 8.57% 455,026 9.46% Other fixed-maturity investments³ 61,215 1.08% 80,126 1.67% Equity financial assets 1,099,601 19.43% 890,926 18.51% Common stocks 430,200 Investment properties 6.50% 312,885 8.17% 462,438 Other equity investments5 51.09% 3.02% 3.66% 206,963 Funds4 8.99% 432,700 7.60% 145,341 2,458,440 55.83% 3,159,774 Investment Portfolios In 2023, interest rates were at low levels, the shortage of quality assets remained unchanged, and the stock market fluctuated downward with significant structural differentiation. Under the complicated market environment, the Company firmly maintained its strategic consistency, pursued asset-liability matching management and conducted investment operations in a flexible manner. In respect of fixed-income investments, the Company proactively made allocations to long-term interest rate bonds and high- Investment Business 21 Annual Report 2023 | Management Discussion and Analysis Note: The data regarding net increase in policyholder deposits and surrender payment are relevant data under ASBE. grade credit bonds, with an aim to stabilise the allocation of underlying positions. In respect of equity investments, the Company proceeded with the medium- and long-term investment deployment by pursuing balanced allocations and structural optimisation. In respect of alternative investments, the Company focused on high-quality entities as well as competitive sectors, and made innovation in investment models, for the purpose of increasing the size of allocations in this regard. The Company maintained a stable portfolio with high-quality assets in general. 321 19,564 (國壽鑫賬戶兩全保險(萬能型)(鑽石版)) (universal insurance) (diamond version) China Life Xin Account Endowment Insurance 56 Mainly through the channel of exclusive individual agents Mainly through the channel of exclusive individual agents 32,152 As at the end of the Reporting Period, the Company's investment assets categorised by investment object are set out as below: Investment category 10.09% 485,567 7.30% 413,255 72.31% 3,479,159 RMB million 72.78% Percentage Amount As at 31 December 20221 As at 31 December 2023 Amount Percentage Bonds Fixed-maturity financial assets Term deposits 4,119,072 64 The Company's principal cash outflows primarily relate to the payables for the liabilities associated with its various life insurance, annuity, accident insurance and health insurance products, operating expenses, income taxes and dividends that may be declared and paid to its equity holders. Cash outflows arising from the Company's insurance activities primarily relate to benefit payments under these insurance products, as well as payments for policy surrenders, withdrawals and policy loans. equivalents 158.19% 143.59% 206.78% As at the end of the Reporting Period, the Company's comprehensive solvency ratio was 218.54%, an increase of 11.76 percentage points from the end of 2022, and the Company's core solvency ratio was 158.19%, an increase of 14.60 percentage points from the end of 2022, all continuing to stay at relatively high levels. Sale of Material Assets and Equity During the Reporting Period, there was no sale of material assets and equity of the Company. Annual Report 2023 | Management Discussion and Analysis 25 Major Subsidiaries and Associates of the Company¹ 487,290 RMB million Net Company name China Life Asset Management Company Limited China Life Pension Company Limited 28 Annual Report 2023 | Management Discussion and Analysis The Company anticipates that it will have sufficient capital to meet its insurance business expenditures and new general investment needs in 2024. At the same time, the Company will make corresponding financing arrangements based on capital market conditions if it plans to implement any business development strategies in the future. China's macro economy still faces difficulties in the short term, including insufficient effective demands, overcapacity in certain industries, weak social expectations and increasing uncertainties in the external environment, and there will still be some uncertainties in the development of the life insurance industry. Currently, long-end interest rates remain at historically low levels, the insufficient supply of quality assets is likely to continue and the equity market may continue to be volatile, all of which will create significant asset-liability matching pressures for the Company. The transformation and upgrading of the sales force may witness certain challenges, and the buildup of a "product + services' model remains at the stage for further exploration. The full release of the reform dividend will take time. Potential Risks In 2024, the Company will pursue the customer-centric approach, adhere to the guideline of seeking progress while maintaining stability, promote stability through progress, and establish new growth drivers before abolishing the old ones. Specifically speaking, the Company will uphold the "three consistencies" (strengthening Party building, promoting reforms and guarding against risks), realise the "three enhancements" (stabilising business growth, increasing business value and emphasising on sales force), and spend extra efforts on the "three breakthroughs" (optimising services, facilitating integration and cutting costs). As a result, the Company's Party building, reforms and innovation, and risk prevention and control will continue to be strengthened; business scale, business value and profitability, and quality of the sales force will be effectively enhanced; services optimisation, integrated development, and cost reduction and efficiency improvement will see major breakthroughs. All these advancements will jointly drive a robust growth of the Company in terms of business scale, value, profitability and high-performance agents in long term, and further consolidate its market leading position. Development Strategies and Business Plans of the Company Net 449,160 1,007,601 981,594 217 -70.5% cash and cash equivalents Net increase in cash and cash 20,467 67,135 -69.5% Solvency Ratio An insurance company shall have the capital commensurate with its risks and business scale. According to the nature and capacity of loss absorption by capital, the capital of an insurance company is classified into the core capital and the supplementary capital. The core solvency ratio is the ratio of core capital to minimum capital, which reflects the adequacy of the core capital of an insurance company. The comprehensive solvency ratio is the ratio of the sum of core capital and supplementary capital to minimum capital, which reflects the overall capital adequacy of an insurance company. The following table shows the Company's solvency ratios as at the end of the Reporting Period: Core capital Actual capital Minimum capital Core solvency ratio Comprehensive solvency ratio RMB million As at As at 31 December 2023 31 December 2022 710,527 699,688 trend with improved quality. As market players are exploring new fields and new sectors at an accelerated pace, shaping new advantages and new momentums for business development, strengthening innovation in aspects such as specialisation, digitalisation and ecologicalization, and improving the capability in risk prevention and control, these will jointly promote the overall high-quality development of the industry. Industry Landscape and Development Trends High-quality development is the key theme of finance and insurance in the new era. China's economy has formed good and solid fundamentals over the long-term development, and its vast market size, ample macro-policy space and comprehensively deepening reforms bring strong development momentum to the domestic economy. Further, the growing demands of people for multi-level, high-quality healthcare, medical and senior-care services also provide and create a huge market space and potential for the development of the life insurance industry. The consensus that the life insurance industry is at an important stage full of strategic opportunities remains unchanged. Meanwhile, with the implementation of various regulatory rules and regulations in the industry, the fundamentals for the long- term healthy development of the market will be further consolidated, and the industry will see a stable development 218.54% " Notes: 43.686% 3,509,522 276,985 16,019 21,790 40% 145,623 33,823 1,393 27,800 3.53% is held by AMC 795 18,015 7,140 70.74% is held by the Company, and 3,400 18,083 2,876 21,436 60% assets assets profit capital Shareholding 4,000 Total FUTURE PROSPECT China Guangfa Bank Taking public deposits; granting short-term, mid-term and long- Co., Ltd. term loans; handling settlements in and out of China; honoring bills and offering discounting services; issuing financial bonds; issuing, paying for and underwriting government bonds as an agent; sales and purchases of negotiable securities such as government bonds and financial bonds; engaging in inter-bank borrowings; providing letters of credit service and guarantee; engaging in bank card business; acting as payment and receipt agent and insurance agent; providing safe deposit box services; taking deposits and granting loans in foreign currency; foreign currency remittance; foreign currency exchange; international settlements; foreign exchange settlements and sales; inter-bank foreign currency borrowings; honoring bills of exchange and offering discounting services in foreign currency; granting foreign currency loans; granting foreign currency guarantees; sales and purchases of negotiable securities other than shares in a foreign currency for itself and as an agent; issuing negotiable securities other than shares in a foreign currency for itself and as an agent; sales and purchases of foreign exchange on its own account and on behalf of its customers; issuing and making payments for foreign credit card as an agent; offshore financial operations; assets and credit verification, consultation and notarisation businesses; other businesses approved by the NFRA and other relevant authorities. Property loss insurance; liability insurance; credit insurance and bond insurance; short-term health insurance and accident insurance; reinsurance of the above insurance businesses; business for the use of insurance funds that are permitted by applicable PRC laws and regulations; other businesses permitted by the NFRA. Group pension insurance and annuity; individual pension insurance and annuity; short-term health insurance; accident insurance; reinsurance of the above insurance businesses; business for the use of insurance funds that are permitted by applicable PRC laws and regulations; pension insurance asset management product business; management of funds in RMB or foreign currency as entrusted by entrusting parties for the retirement benefit purpose; other businesses permitted by the NFRA. Management and utilisation of proprietary funds; acting as agent or trustee for asset management business; consulting business relevant to the above businesses; other asset management business permitted by applicable PRC laws and regulations. 1. 2. Registered CLP&C has not adopted IFRS 9 - Financial Instruments and IFRS 17 - Insurance Contracts. Therefore, the financial data presented in this table is calculated in accordance with IFRS 39 - Financial Instruments and IFRS 4 - Insurance Contracts. For details, please refer to Note 10 and Note 33(b) in the Notes to the Consolidated Financial Statements in this annual report. The Company's protection of consumers' rights and interests led the industry. The Company formed a "comprehensive consumer protection" paradigm featuring all-employee participation, full coverage and whole-chain management. A digital and intelligent consumer protection platform was created to enhance the effectiveness of its consumer protection management. Training programs on consumer protection covered all employees within the Company. The Company also innovated the "consumer protection +' education and promotion model, and the number of consumers participating in related activities throughout the year rose by 64.6% year on year. It ranked among the top of the industry in the assessment of protection of consumers' rights and interests as conducted by the industry regulator, and both the life insurance service quality and customer satisfaction were maintained at high levels. Customer experience was improved with more diversified services. The coverage of inclusive value-added services was expanded to multiple fields such as health, sports, women, parenting and aesthetic education, and feedback on life, and the number of customers covered by the services grew by 12.1% year on year. A new and upgraded VIP service system was rolled out, and the number of VIP customers and the number of customers being provided with the VIP services grew by 11.9% and 26.0%, respectively, year on year. The capability of service access through multiple contact points was further improved. The monthly active users of the China Life APP and the online customer services grew by 15.8% and 126.5%, respectively, year on year. The Company created a "green access" for senior people for multi-channel services, providing the age-friendly services of 25,683,100 customer-times throughout the year. Annual Report 2023 | Management Discussion and Analysis 27 Claims settlement services brought heart-warming protection. The Company kept developing the "convenient and caring" claims settlement services, with the average efficiency for claims settlement being improved to 0.38 day and the claims acceptance rate reaching 99.7%. The coverage of convenient claims payment was further expanded. The number of cases in relation to "Claims Settlement for Critical Illness within One Day" increased by 31.9% year on year. The whole-process non-manual claims settlement operation was carried out on a pilot basis, and the average efficiency for processing each claim case rising by over 90%. The Company continued to reform its model of claims settlement services, and provided claims payments of 567,000 customer-times throughout the year through reminder services on claims notification of electronic The quality of operations was solidified due to professional capabilities. The Company continued to optimise the operation standard specification system that covers unified national practices, service standards and job description, laying a solid foundation of its operations and services featured with "standardisation and specialisation". The Company also played an active role in participating in the formulation of industry and national standards. As the only insurance company involved, it participated in the formulation of the national standards for intelligent customer services, contributing its wisdom to the standardised development in this regard. 95519 has been named as the "Best Customer Contact Center in China" by the Customer Contact Center Standards Committee (CCCS) for 20 consecutive years. The Company deeply engaged in innovating models for insurance operations. The "Digital Underwriters" achieved a replacement rate of 24.9% for manual work in six work scenarios. The centralised and shared business mode of operations, which was first of its kind in the industry, was fully applied to the areas of policy administration, underwriting and claims settlement, and the efficiency of these three areas was improved by over 27.0%. In 2023, pursuing the "people-centric" approach and focusing on value improvement and service diversification, the Company deeply engaged in developing more centralised, digitalised and intelligent, and diversified business operations and services, so as to accelerate the construction of a nationwide integrated system of operations and services. It strengthened the protection of consumers' rights and interests, and devoted itself to advancing the Company's high-quality development by capitalising on its own professional capabilities in operations, aiming to build its core competitiveness with China Life's good services, which are "convenient, quality and caring". Operations and Services and verification system for anti-money laundering, which was the first application innovation of "machine learning + knowledge graph" in the anti-money laundering field of the life insurance industry, was awarded the second prize of the FinTech Development Awards by the People's Bank of China. Further strengthened digital risk control. A digital risk control system based on the big data analytics was created to quickly identify and accurately capture risks in key business fields, realising the goals of moving forward risk control points and dynamic monitoring. The intelligent identification invoices for medical charges. "Advanced Claims Payment" delivered heart-warming protection in advance to customers on medical treatments, benefiting 27,800 customers. Data-driven value advancement. The Company emphasised on the accuracy, real-time, consistency and security of data, and empowered the entire value chain of its insurance business with data factors as the driving force. With its terabyte level data processing capability, the Company realised the whole-process systematic and automated generation of financial statements under new insurance contracts standards with high quality, and developed a financial accounting and actuarial measurement system under the new accounting standards by using more accurate algorithm, more sophisticated model and more efficient process, fully ensuring the implementation of the new accounting standards in a systemic, complete and accurate manner. Iterative upgrading of technological capabilities. Grasping the trend of technology, the Company developed its digital infrastructure with China Life characteristics. It created a distributed cloud-based multi-active data center, effectively ensuring the continuity of its business. With the buildup of the China Life multi-cloud ecosystem, the delivery of computing and resources storage was achieved within minutes. The cloud-native transformation of key products was realised by utilising cloud-native concepts to innovate its application architecture. In 2023, following the technological development trend and responding to the requirements of high-quality development, the Company fully launched the FinTech and Digitalisation Program to optimise technological capabilities, strengthen technology empowerment and deepen technological innovation, with the aim to promote the Company's high- quality development with high-quality supply of technological capabilities. Technology Capabilities TECHNOLOGY CAPABILITIES, OPERATIONS AND SERVICES Details of structured entities controlled by the Company are set out in Note 33(b) in the Notes to the Consolidated Financial Statements in this annual report. Structured Entities Controlled by the Company 26 Significant achievement of technological innovation. With the full-stack IT application innovation as a breakthrough, a real-time data service platform, which was capable of processing data volume at petabytes (PB) level, was constructed based on the new proprietary distributed architecture. China Life distributed hybrid cloud was awarded the special prize of Capital Financial Innovation Achievements. Annual Report 2023 | Management Discussion and Analysis (8,324) (7,213) 34,646 36,860 32,944 31,385 H Value of One Year's Sales after Cost of Required Capital (F + G) Including: Value of One Year's Sales of Individual Agent Business Sector G Cost of Required Capital 1,260,567 45,184 1,194,220 544,596 584,807 (73,124) 617,721 Notes: (64,040) 40,157 2. Notes: The new business margin of one year's sales of individual agent business sector for the 12 months ended 31 December 2023 is shown below: 648,848 ITEM Analysis of Embedded Value Movement in 2023 The following analysis tracks the movement of the embedded value from the start to the end of the Reporting Period: MOVEMENT ANALYSIS 31 Annual Report 2023 | Embedded Value The corresponding results for the year 2022 have been restated using 2023 EV economic assumptions. First Year Premium is the written premium used for calculation of the value of one year's sales and Annual Premium Equivalent is calculated as the sum of 100 percent of first year regular premiums and 10 percent of single premiums. 1. The corresponding results for the year 2022 have been restated using 2023 EV economic assumptions. Numbers may not be additive due to rounding. 2. 27.4% 31.0% 29.9% 31.3% 31 December 2022 2023 31 December By Annual Premium Equivalent By First Year Premium New Business Margin of One Year's Sales of Individual Agent Business Sector 1. 649,623 1,230,519 36,004 2022 The market value of assets can fluctuate significantly over time due to the impact of the prevailing market environment. Hence the adjusted net worth can fluctuate significantly between valuation dates. Net-of-tax adjustments for relevant differences between the market value and the book value of assets, together with relevant net-of-tax adjustments to certain liabilities. Net assets, defined as assets less corresponding policy liabilities and other liabilities valued; and • "Adjusted net worth" is equal to the sum of: The embedded value of a life insurer is defined as the sum of the adjusted net worth and the value of in-force business allowing for the cost of required capital. DEFINITIONS OF EMBEDDED VALUE AND VALUE OF ONE YEAR'S SALES Annual Report 2023 | Embedded Value 29 The values shown below do not consider the future financial impact of transactions between the Company and CLIC, CLI, AMC, Pension Company, CLP&C, and etc. Also, the calculation of embedded value and value of one year's sales involves substantial technical complexity and estimates can vary materially as key assumptions are changed. Therefore, special care is advised when interpreting embedded value results. It is important to note that actuarial standards with respect to the calculation of embedded value are still evolving. There is still no universal standard which defines the form, calculation methodology or presentation format of the embedded value of an insurance company. Hence, differences in definition, methodology, assumptions, accounting basis and disclosures may cause inconsistency when comparing the results of different companies. information on embedded value and value of one year's sales should not be viewed as a substitute of financial measures under the relevant accounting basis. Investors should not make investment decisions based solely on embedded value information and the value of one year's sales. China Life Insurance Company Limited believes that reporting the Company's embedded value and value of one year's sales provides useful information to investors in two respects. First, the value of the Company's in-force business represents the total amount of shareholders' interest in distributable earnings, in present value terms, which can be expected to emerge over time, in accordance with the assumptions used. Second, the value of one year's sales provides an indication of the value created for investors by new business activity based on the assumptions used and hence the potential of the business. However, the China Life Insurance Company Limited prepares financial statements to public investors in accordance with the relevant accounting standards. An alternative measure of the value and profitability of a life insurance company can be provided by the embedded value method. Embedded value is an actuarially determined estimate of the economic value of the life insurance business of an insurance company based on a particular set of assumptions about future experience, excluding the economic value of future new business. In addition, the value of one year's sales represents an actuarially determined estimate of the economic value arising from new life insurance business issued in one year based on a particular set of assumptions about future experience. BACKGROUND EMBEDDED VALUE A Embedded Value at the Start of Year B Expected Return on Embedded Value The "value of in-force business" and the "value of one year's sales" are defined here as the discounted value of the projected stream of future shareholders' interest in distributable earnings for existing in-force business at the valuation date and for one year's sales in the 12 months immediately preceding the valuation date. The value of in-force business and the value of one year's sales have been determined using a traditional deterministic discounted cash flow methodology. This methodology makes implicit allowance for the cost of investment guarantees and policyholder options, asset/liability mismatch risk, credit risk, the risk of operating experience's fluctuation and the economic cost of capital through the use of a risk-adjusted discount rate. PREPARATION AND REVIEW 1,293,269 41,035 2023 F Value of One Year's Sales before Cost of Required Capital E Embedded Value (A + D) D Value of In-Force Business after Cost of Required Capital (B + C) B Value of In-Force Business before Cost of Required Capital C Cost of Required Capital A Adjusted Net Worth ITEM 31 December 675,760 31 December Components of Embedded Value and Value of One Year's Sales The embedded value as at 31 December 2023, the value of one year's sales for the 12 months ended 31 December 2023, and the corresponding results as at 31 December 2022 are shown below: SUMMARY OF RESULTS 30 Annual Report 2023 | Embedded Value Other operating assumptions such as mortality, morbidity, lapses and expenses are based on the Company's recent operating experience and expected future outlook. annum. Economic assumptions: The calculations are based upon assumed corporate tax rate of 25% for all years. The investment return is assumed to be 4.5% per annum. 17% grading to 21% (remaining level thereafter) of the investment return is assumed to be exempt from income tax. The investment return and tax exempt assumptions are based on the Company's strategic asset mix and expected future returns. The risk-adjusted discount rate used is 8% per ASSUMPTIONS RMB million C Value of New Business in the Period The embedded value and the value of one year's sales were prepared by China Life Insurance Company Limited in accordance with the "CAA Standards of Actuarial Practice: Appraisal of Embedded Value" issued by the China Association of Actuaries ("CAA"). Deloitte Consulting (Shanghai) Co., Ltd. performed a review of China Life's embedded value. The review statement is contained in the "Independent Actuaries Review Opinion Report on Embedded Value of China Life Insurance Company Limited" section. E Investment Experience Variance For the three years ending 31 December 2025, the annual caps on the contractual amount of assets newly entrusted by the Company to CLI for investment and management are RMB120,000 million (or its equivalent in foreign currency), RMB140,000 million (or its equivalent in foreign currency) and RMB150,000 million (or its equivalent in foreign currency), respectively, and the annual caps on the fees for the investment and management services payable by the Company to CLI (including the investment management service fee, product management fee, real estate operation management service fee and performance reward) and the entrusted operation fee in relation to the operating services are RMB1,500 million (or its equivalent in foreign currency), RMB1,800 million (or its equivalent in foreign currency) and RMB2,200 million (or its equivalent in foreign currency), respectively. The annual cap on the contractual amount of assets newly entrusted for investment and management, as well as the annual cap on the fees for the investment and management services and the entrusted operation fee for the year ended 31 December 2023 under the 2022-2024 Alternative Investment Agreement were both revised as the relevant annual caps under the 2023-2025 Alternative Investment Agreement, after the latter came into effect. 37 Annual Report 2023 | Significant Events As approved by the 2022 Annual General Meeting of the Company, the Company and CLI entered into the 2023-2025 agreement for entrusted investment and management and operating services with respect to alternative investments with insurance funds (the "2023-2025 Alternative Investment Agreement") on 30 June 2023 to modify the type of assets entrusted by the Company to CLI for investment and management under the 2022-2024 Alternative Investment Agreement, and to set forth the pricing principle for each type of the products. The 2023-2025 Alternative Investment Agreement is for a term from 1 July 2023 to 31 December 2024, and can be automatically renewed for one year. The 2022-2024 Alternative Investment Agreement has been terminated and replaced by the 2023-2025 Alternative Investment Agreement after the latter came into effect. Pursuant to the 2023-2025 Alternative Investment Agreement, CLI will continue to invest and manage assets entrusted to it by the Company, on a discretionary basis, within the scope of utilisation of insurance funds as specified by the regulatory authorities and in accordance with the requirements of applicable laws and regulations and the investment guidelines of the Company, and the Company will pay CLI the investment management service fee, product management fee, real estate operation management service fee and performance reward in respect of the investment and management services provided by CLI to the Company. The entrusted assets under the 2023-2025 Alternative Investment Agreement include insurance asset management products, financial products, equity/real estate funds and public REITs products (which are mainly conducted by way of strategic fund and restrict to the participation in strategic placement). In addition, CLI will continue to provide the operating services to the Company with respect to the equity/real estate funds invested by the Company at its own discretion and entrusted by it to CLI for operation and management, and the Company will pay CLI the entrusted operation fee in this regard. For details as to the method of calculation of the fees for the investment and management services (including the investment management service fee, product management fee, real estate operation management service fee and performance reward) and the entrusted operation fee in relation to the operating services, please refer to Note 33 in the Notes to the Consolidated Financial Statements. of the investment and management services provided by CLI to the Company. For the entrusted operation, CLI would provide the operating services to the Company with respect to the equity/real estate funds invested by the Company at its own discretion and within the scope prescribed in the agreement, and the Company would pay CLI the entrusted operation fee in this regard. As approved by the First Extraordinary General Meeting 2021 of the Company, the Company and CLI entered into the 2022-2024 agreement for entrusted investment and management and operating services with respect to alternative investments with insurance funds (the "2022- 2024 Alternative Investment Agreement") on 27 December 2021. The 2022-2024 Alternative Investment Agreement was for a term from 1 January 2022 to 31 December 2023, and could be automatically renewed for one year. Pursuant to the 2022-2024 Alternative Investment Agreement, the Company would entrust CLI to perform services including the entrusted investment and management and the entrusted operation with respect to alternative investments. For the entrusted investment and management, it covered the equity/real estate direct investments, equity/real estate funds, non- standard financial products and quasi-securitisation financial products already entrusted by the Company to CLI for investment and management under the existing projects, as well as the non-standard financial products and quasi- securitisation financial products entrusted for investment under the new projects. CLI would invest and manage assets entrusted to it by the Company, on a discretionary basis, within the scope of utilisation of insurance funds as specified by the regulatory authorities and in accordance with the requirements of applicable laws and regulations and the investment guidelines of the Company, and the Company would pay CLI the investment management service fee, product management fee, real estate operation management service fee and performance reward in respect Agreement for Entrusted Investment and Management and Operating Services with respect to Alternative Investments with Insurance Funds between the Company and CLI For the year ended 31 December 2023, CLIC paid AMC a service fee of RMB140.82 million. For the year ended 31 December 2023, the fees for the investment and management services (including the investment management service fee, product management fee, real estate operation management service fee and performance reward) and the entrusted operation fee in relation to the operating services paid by the Company to CLI amounted to RMB770.49 million, and the contractual amount of assets newly entrusted by the Company to CLI for investment and management was RMB76,764.50 million. Asset Management Agreement between CLIC and AMC CLIC and AMC entered into the 2023-2025 asset management agreement on 29 December 2022, with a term from 1 January 2023 to 31 December 2025. Pursuant to the 2023- 2025 asset management agreement, AMC agreed to invest and manage assets entrusted to it by CLIC, on a discretionary basis, subject to the investment guidelines and instructions given by CLIC. In consideration of AMC's services in respect of investing and managing assets entrusted to it by CLIC under the agreement, CLIC agreed to pay AMC a service fee. For details as to the method of calculation of the service fee, please refer to Note 33 in the Notes to the Consolidated Financial Statements. The annual cap for each of the three years ending 31 December 2025 is RMB500 million. 36 For the year ended 31 December 2023, the Company paid AMC a service fee of RMB3,264.68 million. The Company and AMC entered into the 2023-2025 asset management agreement on 1 January 2023, with a term from 1 January 2023 to 31 December 2025. Pursuant to the 2023-2025 asset management agreement, AMC agreed to invest and manage assets entrusted to it by the Company, on a discretionary basis, within the scope granted by the Company and in accordance with the requirements of applicable laws and regulations, regulatory requirements and the investment guidelines given by the Company. In consideration of AMC's services in respect of investing and managing various categories of assets entrusted to it by the Company under the agreement, the Company agreed to pay AMC a service fee. For details as to the method of calculation of the service fee, please refer to Note 33 in the Notes to the Consolidated Financial Statements. The annual caps for the three years ending 31 December 2025 are RMB4,000 million, RMB5,000 million and RMB6,000 million, respectively. Asset Management Agreement between the Company and AMC Asset Management Agreements For the year ended 31 December 2023, CLP&C paid the Company an agency service fee of RMB1,705.64 million. The Company and CLP&C has entered into the 2024 insurance sales framework agreement on 23 February 2024, with a term of three years from 8 March 2024 to 7 March 2027. Pursuant to the agreement, CLP&C will continue to entrust the Company to act as an agent to sell selected insurance products within the authorised regions, and pay an agency service fee to the Company in consideration of the services provided. The annual caps for the three years ending 31 December 2026 are RMB2,620 million, RMB2,840 million and RMB3,110 million, respectively. The Company and CLP&C entered into the 2021 insurance sales framework agreement on 20 February 2021, with a term of two years from 8 March 2021 to 7 March 2023, which could be automatically extended for one year to 7 March 2024. Pursuant to the agreement, CLP&C would entrust the Company to act as an agent to sell selected insurance products within the authorised regions, and pay an agency service fee to the Company in consideration of the services provided. For details as to the method of calculation of the agency service fee, please refer to Note 33 in the Notes to the Consolidated Financial Statements. The annual caps for the three years ended 31 December 2023 were RMB3,500 million, RMB3,830 million and RMB4,240 million, respectively. Annual Report 2023 | Significant Events Cooperation Framework Agreement for Investment Management with Insurance Funds between the Company and China Life Capital The Company and China Life Capital entered into the 2023- 2025 framework agreement on 28 December 2022, with a term from 1 January 2023 to 31 December 2025. Pursuant to the agreement, the Company will subscribe in the capacity of the limited partner for the fund products of which China Life Capital or any of its subsidiaries serves (individually and jointly with third parties) as the general partner, and/ or the fund products of which China Life Capital serves as the manager (including the fund manager and co-manager). For each of the three years ending 31 December 2025, the annual cap for the subscription by the Company in the capacity of the limited partner of the fund products of which China Life Capital or any of its subsidiaries serves as the general partner is RMB5,000 million, and the annual cap for the management fee charged by China Life Capital as the general partner or the manager of the fund products is RMB500 million. For the year ended 31 December 2023, the amount of subscription by the Company in the capacity of the limited partner of the fund products of which China Life Capital or any of its subsidiaries serves as the general partner was RMB4,000.00 million, and the management fee charged by China Life Capital as the general partner or the manager of the fund products was RMB142.20 million. 35,094 595,090 38,628 629,037 Embedded Value Value of One Year's Sales after Cost of Required Capital RMB million 31 December 2023 31 December 2022 Change Annual Report 2023 | Significant Events 38 CLIC and China Life AMP entered into the 2023-2025 framework agreement on 9 December 2022, with a term of three years from 1 January 2023 to 31 December 2025. Pursuant to the agreement, CLIC will subscribe for or redeem the fund units of the funds managed by China Life AMP, and pay the relevant fees. Pricing of the transactions under the agreement shall be determined by the parties through arm's length negotiations with reference to industry practices. For each of the three years ending 31 December 2025, the annual cap of the subscription price and corresponding subscription fee for the subscription of fund products is RMB2,000 million, and the annual cap of the redemption price and corresponding redemption fee for the redemption of fund products is RMB2,000 million. AMP Framework Agreement between CLIC and China Life For the year ended 31 December 2023, the subscription price and corresponding subscription fee for the subscription of fund products were RMB11,314.00 million, the redemption price and corresponding redemption fee for the redemption of fund products were RMB8,130.26 million, and the management fee paid by the Company for the private asset management was RMB26.70 million. The Company and China Life AMP entered into the 2023- 2025 framework agreement on 30 December 2022, with a term of three years from 1 January 2023 to 31 December 2025. Pursuant to the agreement, the Company and China Life AMP will conduct certain daily transactions, including the subscription and redemption of fund products and private asset management. Pricing of the transactions under the agreement shall be determined by the parties through arm's length negotiations with reference to industry practices. For each of the three years ending 31 December 2025, the annual cap of the subscription price and corresponding subscription fee for the subscription of fund products is RMB20,000 million, the annual cap of the redemption price and corresponding redemption fee for the redemption of fund products is RMB20,000 million, and the annual cap of the management fee payable by the Company for the private asset management is RMB700 million. Framework Agreements with China Life AMP Framework Agreement between the Company and China Life AMP Insurance Sales Framework Agreement For the year ended 31 December 2023, the service fee paid by CLIC to the Company amounted to RMB463.21 million. The Company and CLIC entered into the 2022-2024 policy management agreement on 31 December 2021, with a term from 1 January 2022 to 31 December 2024. Pursuant to the agreement, the Company will accept CLIC's entrustment to provide policy administration services relating to the non-transferred policies. The Company acts as a service provider under the agreement and does not acquire any rights or assume any obligations as an insurer under the non-transferred policies. For details as to the method of calculation of the service fee, please refer to Note 33 in the Notes to the Consolidated Financial Statements. The annual cap in respect of the service fee to be paid by CLIC to the Company for each of the three years ending 31 December 2024 is RMB491 million. Policy Management Agreement • Based on the scope of work above, we have concluded that: Opinion This report is addressed solely to China Life in accordance with the terms of our engagement letter. To the fullest extent permitted by applicable law, we do not accept or assume any responsibility, duty of care or liability to anyone other than China Life for or in connection with our review work, the opinions we have formed, or for any statements set forth in this report. The determination of embedded value is based on a range of assumptions on future operations and investment performance. The future actual experiences are affected by internal and external factors, many of which are not entirely controlled by China Life. Hence the future actual experiences may deviate from these assumptions. We carried out our review work based on "CAA Standards of Actuarial Practice: Appraisal of Embedded Value", issued by CAA. In carrying out our review, we have relied on the completeness and accuracy of audited and unaudited data and information provided by China Life. Basis of Opinion, Reliance and Limitation a review of China Life's EV Results, including embedded value, value of one year's sales, analysis of embedded value movement from 31 December 2022 to 31 December 2023, and the sensitivity results of value of in-force business and value of one year's sales. a review of the economic and operating assumptions used to develop embedded value and value of one year's sales as at 31 December 2023; and a review of the methodology used to develop the embedded value and value of one year's sales as at 31 December 2023, in accordance with the "CAA Standards of Actuarial Practice: Appraisal of Embedded Value", issued by the China Association of Actuaries ("CAA"); Our scope of work covered: Scope of Work China Life has retained Deloitte Consulting (Shanghai) Co., Ltd. to review its EV Results. The task is undertaken by Deloitte Actuarial and Insurance Solutions of Deloitte Consulting (Shanghai) Co., Ltd. ("Deloitte Consulting" or "we"). China Life Insurance Company Limited ("China Life") has prepared embedded value results as at 31 December 2023 ("EV Results"). The disclosure of these EV Results, together with a description of the methodology and assumptions that have been used, are shown in the Embedded Value section. INDEPENDENT ACTUARIES REVIEW OPINION REPORT ON EMBEDDED VALUE OF CHINA LIFE INSURANCE COMPANY LIMITED 33 Annual Report 2023 | Embedded Value 14.0% 5.1% • 574,794 • The economic assumptions used by China Life have taken into account the current investment market conditions and the investment strategy of China Life; The Company has complied with the disclosure requirements under Chapter 14A of the Listing Rules in respect of the above continuing connected transactions. When conducting the above continuing connected transactions during the Reporting Period, the Company has followed the pricing policies and guidelines formulated at the time when such transactions were entered into. During the Reporting Period, the Company also carried out certain continuing connected transactions, including the policy management agreement between the Company and CLIC, and the asset management agreement between CLIC and AMC, which were exempt from the reporting, announcement, annual review and independent shareholders' approval requirements under Chapter 14A of the Listing Rules. During the Reporting Period, the continuing connected transaction carried out by the Company that was subject to the reporting, announcement, annual review and independent shareholders' approval requirements under Chapter 14A of the Listing Rules included the agreement for entrusted investment and management and operating services with respect to alternative investments with insurance funds between the Company and CLI. Such agreement and the transactions thereunder have been approved by the independent shareholders of the Company. Annual Report 2023 | Significant Events 35 During the Reporting Period, the following continuing connected transactions were carried out by the Company pursuant to Rule 14A.76(2) of the Rules Governing the Listing of Securities on the HKSE (the "Listing Rules"), including the insurance sales framework agreement between the Company and CLP&C, the asset management agreement between the Company and AMC, the framework agreement between the Company and China Life Capital, and the framework agreements entered into by China Life AMP with the Company, CLIC and CLI, respectively. These continuing connected transactions were subject to the reporting, announcement and annual review requirements but were exempt from the independent shareholders' approval requirement under the Listing Rules. CLIC, the controlling shareholder of the Company, holds 60% of the equity interest in CLP&C and 100% of the equity interest in CLI and China Life Capital. Therefore, each of CLIC, CLP&C, CLI and China Life Capital constitutes a connected person of the Company. AMC is held as to 60% and 40% by the Company and CLIC, respectively, and is therefore a connected subsidiary of the Company. China Life AMP is a subsidiary of AMC, and is therefore also a connected subsidiary of the Company. MAJOR CONNECTED TRANSACTIONS Continuing Connected Transactions During the Reporting Period, the Company was not involved in any material litigation or arbitration. MATERIAL LITIGATIONS OR ARBITRATIONS On 22 August 2022, the Company filed a Form 25 with the United States Securities and Exchange Commission (the "SEC") to voluntarily delist its American depositary shares ("ADSs") from the New York Stock Exchange. The delisting became effective on 2 September 2022 (Eastern Time in the U.S.). On 13 November 2023, the Company filed a Form 15F with the SEC to deregister the ADSS and the underlying H Shares and terminate its reporting obligations under the U.S. Securities Exchange Act of 1934, as amended. The deregistration and termination of reporting obligations became effective on 12 February 2024 (Eastern Time in the U.S.). INFORMATION ON DELISTING AND DEREGISTRATION OF AMERICAN DEPOSITARY SHARES SIGNIFICANT EVENTS □ □ □ Annual Report 2023 | Embedded Value 34 27 March 2024 Deloitte Consulting (Shanghai) Co., Ltd. Eric Lu Yu Jiang D Operating Experience Variance The embedded value results are consistent with its methodology and assumptions used. The overall result is reasonable. The operating assumptions used by China Life have taken into account the past experience and the expectation of future experience; and The embedded value methodology used by China Life is in line with the "CAA Standards of Actuarial Practice: Appraisal of Embedded Value" issued by CAA. This method is commonly used by life and health insurance companies in China; 37,701 For and on behalf of Using 2022 Economic Assumptions 2. Items B through J are explained below: B Reflects expected impact of covered business, and the expected return on investments supporting the 2023 opening net worth. C Value of one year's sales for the 12 months ended 31 December 2023. D Reflects the difference between actual operating experience in 2023 (including mortality, morbidity, lapse, and expenses etc.) and the assumptions. E Numbers may not be additive due to rounding. Compares actual with expected investment returns during 2023. Reflects the effects of appraisal methodology and model enhancement, and assumption changes. G Change in the market value adjustment from the beginning of year 2023 to 31 December 2023 and other adjustments. H Reflects the gains or losses due to changes in exchange rate. | Reflects dividends distributed to shareholders during 2023. J Other miscellaneous items. F 1. 1,260,567 1,462 592,494 F Methodology, Model and Assumption Changes G Market Value and Other Adjustments H Exchange Gains or Losses Shareholder Dividend Distribution and Capital Changes | J Others K Embedded Value as at 31 December 2023 (sum A through J) Notes: RMB million 1,230,519 83,473 (624) (73,807) (40,643) 37,044 132 (13,850) 32 Annual Report 2023 | Embedded Value 36,860 Sensitivity tests were performed using a range of alternative assumptions. In each of the sensitivity tests, only the assumption referred to was changed, with all other assumptions remaining unchanged. The results are summarized below: 6. 10% decrease in expenses 592,487 40,516 7. 10% increase in mortality rate for non-annuity products and 580,222 35,996 10% decrease in mortality rate for annuity products 8. 10% decrease in mortality rate for non-annuity products and 33,204 589,427 9. 10% increase in lapse rates 577,213 36,081 10. 10% decrease in lapse rates 11.10% increase in morbidity rates 12.10% decrease in morbidity rates SENSITIVITY RESULTS 13. Allowing for diversification in calculation of VIF 37,730 577,127 10% increase in mortality rate for annuity products 26,112 Value of In-Force Business after Cost of Required Capital Sensitivity Results 5. 10% increase in expenses RMB million Value of One Year's Sales after Cost of Required Capital Base case scenario 2. Risk discount rate -50bps 584,807 36,860 1. Risk discount rate +50bps 555,649 34,647 456,240 616,352 39,263 3. 10% increase in investment return 713,980 4. 10% decrease in investment return 47,644 Given that the change of ownership of the above two properties and related land use rights were directed by the co-owners, and all formalities in relation to the change of ownership were proceeded slowly due to reasons such as issues rooted in history and government approvals, CLIC, the controlling shareholder of the Company, made further commitment as follows: CLIC will assist the Company in completing, and urge the co-owners to complete, the formalities in relation to the change of ownership in respect of the above two properties and related land use rights as soon as possible. If the formalities cannot be completed due to the reasons of the co-owners, CLIC will take any other legally practicable measures to resolve the issue and will bear any potential losses suffered by the Company as a result of the defective ownership. 41 Annual Report 2023 | Significant Events The guarantee occurred before the company became a holding subsidiary of the Company in 2023, and did not involve the provision of guarantee for the Company's shareholders, effective controller or their related parties. CLIC strictly followed these commitments. As at the end of the Reporting Period, save for the two properties and related land of the Company's Shenzhen Branch, the ownership registration formalities of which had not been completed due to historical reasons, all other formalities in relation to the change of land and property ownership had been completed. The Shenzhen Branch of the Company continues to use such properties and land, and no other parties have questioned or hindered the use of such properties and land by the Company. The Company's Shenzhen Branch and the other co-owners of the properties have issued a letter to the governing department of the original owner of the properties in respect of the confirmation of ownership of the properties, requesting it to report the ownership issue to the State- owned Assets Supervision and Administration Commission of the State Council ("SASAC"), and requesting the SASAC to confirm the respective shares of each co-owner in the properties and to issue written documents in this regard to the department of land and resources of Shenzhen, so as to assist the Company and the other co-owners to complete the formalities in relation to the division of ownership of the properties. UNDERTAKINGS MADE BY Prior to the listing of the Company's A Shares (30 November 2006), land use rights were injected by CLIC into the Company during its reorganisation. Out of these, four pieces of land (with a total area of 10,421.12 square meters) had not had its formalities in relation to the change of ownership completed. Further, out of the properties injected into the Company, there were six properties (with a gross floor area of 8,639.76 square meters) in respect of which the formalities in relation to the change of ownership had not been completed. CLIC undertook to assist the Company in completing the above-mentioned formalities within one year of the date of listing of the Company's A Shares, and in the event that such formalities could not be completed within such period, CLIC would bear any potential losses to the Company due to the defective ownership. ALLEGED VIOLATION OF LAWS AND REGULATIONS BY, PENALTIES IMPOSED ON AND RECTIFICATION OF THE COMPANY AND ITS CONTROLLING SHAREHOLDERS, EFFECTIVE CONTROLLER, DIRECTORS, SUPERVISORS OR SENIOR MANAGEMENT Except as otherwise disclosed in this report, the Company had no other material contracts during the Reporting Period. THE PARTIES INCLUDING THE COMPANY'S EFFECTIVE CONTROLLER, SHAREHOLDERS, RELATED PARTIES, ACQUIRERS AND THE COMPANY WHICH ARE EITHER GIVEN OR EFFECTIVE DURING THE REPORTING PERIOD 5 During the Reporting Period, the Company was not investigated for suspected crimes according to law, and none of its controlling shareholders, effective controller, Directors, Supervisors and senior management were subject to any compulsory measures for suspected crimes according to law. The Company or its controlling shareholders, effective controller, Directors, Supervisors and senior management were not subject to any criminal punishment, investigation by the CSRC for alleged violation of laws and regulations, administrative penalty by the CSRC, or material administrative penalty by other competent authorities, nor were they detained by the disciplinary inspection and supervision authorities for alleged serious violation of disciplines or laws or duty-related crimes which had an impact on their performance of duties. None of the Company's Directors, Supervisors and senior management were subject to any compulsory measures by other competent authorities for alleged violation of laws and regulations which had an impact on their performance of duties. Directors of the Company during the Reporting Period and up to the date of this report were as follows: The major assets of the Company are financial assets. During the Reporting Period, there was no major asset of the Company being seized, detained or frozen that is subject to the disclosure requirements. OTHER MATTERS The "Resolution on the Issue of Capital Supplementary Bonds by the Company" was considered and approved at the First Extraordinary General Meeting 2023 of the Company, pursuant to which the Company intended to issue capital supplementary bonds in the PRC with a total amount of no more than RMB35 billion in one or more tranches, depending on market conditions. The proceeds from the issue of the capital supplementary bonds will be used for replenishing the supplementary tier 1 capital of the Company in accordance with applicable laws and the approvals from regulatory authorities, so as to support the sustained and steady development of its business. The issue is still subject to the approval by regulatory authorities. Investors are advised to pay attention to the announcements made by the Company in its listed jurisdictions for the further development in this regard. 42 Annual Report 2023 | Significant Events CORPORATE GOVERNANCE REPORT OF THE BOARD OF DIRECTORS EXECUTIVE DIRECTORS NON-EXECUTIVE DIRECTORS INDEPENDENT DIRECTORS Bai Tao (Chairman) Li Mingguang Zhao Peng Wang Junhui Zhuo Meijuan Lam Chi Kuen Zhai Haitao Huang Yiping Chen Jie Entrusted investment management during the Reporting Period or any entrusted investment management occurred in previous periods but subsisted during the Reporting Period: Investment is one of the principal businesses of the Company. The Company mainly adopts the mode of entrusted investment for management of its investment assets, and has established a diversified framework of entrusted investment management with China Life's internal managers playing the key role and the external managers offering effective supports. The internal managers include AMC and its subsidiaries, and CLI and its subsidiaries. The external managers comprise both domestic and overseas managers, including fund companies, securities companies and other professional investment management institutions. The Company selected different investment managers based on the purpose of allocation of various types of investments, their risk features and the expertise of different managers, so as to establish a great variety of investment portfolios and improve the efficiency of insurance fund utilisation. The Company entered into entrusted investment management agreements or asset management contracts with all managers and supervised the managers' daily investment performance through the measures such as investment guidelines, asset custody and performance appraisals. The Company also adopted risk control measures in respect of specific investments based on the characteristics of different managers and investment products. (resigned on 4 August 2023 due to the adjustment of work arrangements) (appointed on 21 June 2023) RESTRICTION ON MAJOR ASSETS As at the end of the Reporting Period, the external guarantee balance of the holding subsidiaries of the Company was RMB447 million 5. The Company's Independent Directors have reviewed the above continuing connected transactions which were subject to the reporting, announcement and/or independent shareholders' approval requirements, and confirmed that: During the Reporting Period, the Company neither acted as trustee, contractor or lessee of other companies' assets, nor entrusted, contracted or leased its assets to other companies, the profit or loss from which accounted for 10% or more of the Company's profits for the Reporting Period, nor were there any such matters that occurred in previous periods but subsisted during the Reporting Period. Annual Report 2023 | Corporate Governance CLI and China Life AMP entered into the 2023-2025 framework agreement on 29 December 2022, with a term of three years from 1 January 2023 to 31 December 2025. Pursuant to the agreement, CLI and its subsidiaries will conduct certain daily transactions with China Life AMP, including the subscription and redemption of fund products and private asset management. Pricing of the transactions under the agreement shall be determined by the parties through arm's length negotiations with reference to industry practices. For each of the three years ending 31 December 2025, the annual cap of the subscription price and corresponding subscription fee for the subscription of fund products is RMB2,000 million, the annual cap of the redemption price and corresponding redemption fee for the redemption of fund products is RMB2,000 million, and the annual cap of the management fee payable by CLI and its subsidiaries for the private asset management is RMB20 million. For the year ended 31 December 2023, the subscription price and corresponding subscription fee for the subscription of fund products were RMB140.00 million, the redemption price and corresponding redemption fee for the redemption of fund products were RMB140.00 million, and the management fee paid by CLI and its subsidiaries for the private asset management was RMBO million. Confirmation by Auditor The Board has received a comfort letter from the auditor of the Company with respect to the above continuing connected transactions which were subject to the reporting, announcement and/or independent shareholders' approval requirements, and the letter stated that during the Reporting Period: nothing has come to the auditors' attention that causes them to believe that the disclosed continuing connected transactions have not been approved by the Company's Board of Directors; for transactions involving the provision of goods or services by the Company, nothing has come to the auditors' attention that causes them to believe that the transactions were not, in all material respects, in accordance with the pricing policies of the Company; • nothing has come to the auditors' attention that causes them to believe that the transactions were not entered into, in all material respects, in accordance with the relevant agreements governing such transactions; and nothing has come to the auditors' attention that causes them to believe that the amounts of the continuing connected transactions have exceeded the total amount of the annual caps set by the Company. Confirmation by Independent Directors the transactions were entered into in the ordinary and usual course of business of the Company; the transactions were conducted on normal commercial terms; • the transactions were entered into in accordance with the agreements governing those continuing connected transactions, and the terms are fair and reasonable and in the interests of shareholders of the Company as a whole; and . the amounts of the above transactions have not exceeded the relevant annual caps. Other Major Connected Transactions Investment in Jiangxi Jiaotou Expressway Investment Fund (Limited Partnership) As approved by the twenty-second meeting of the seventh session of the Board of Directors of the Company, the Company contributed RMB3,000,000,000 to the equity investment plan established by CLI and entered into an entrustment contract with CLI on 27 April 2023 for such purpose. All funds under the equity investment plan would be used for the subscription of limited partnership interest in Jiangxi Jiaotou Expressway Investment Fund (Limited Partnership). The partnership would primarily invest in highway projects in Jiangxi Province, the PRC. CLI had, on behalf of the equity investment plan and as a limited partner, entered into a partnership agreement with Jiangxi Jiaotou Jinshi Transportation and Investment Management Co., Ltd. ("Jiaotou Jinshi") (as the general partner and managing partner), and Jiangxi Communications Investment Group Co., Ltd. and Jiangxi Transportation Development Fund (Limited Partnership) (each as a limited partner) in relation to the formation of the partnership on 24 November 2022. China Life Jinshi Asset Management Company Limited ("China Life Jinshi") served as the manager of the partnership. Annual Report 2023 | Significant Events 39 Investment in Jicang (Tianjin) Logistics Equity Investment Fund Partnership (Limited Partnership) As approved by the twenty-third meeting of the seventh session of the Board of Directors of the Company, the Company contributed RMB999,000,000 to the equity investment plan established by CLI and entered into an entrustment contract with CLI on 8 May 2023 for such purpose. All funds under the equity investment plan would be used for the subscription of limited partnership interest in Jicang (Tianjin) Logistics Equity Investment Fund Partnership (Limited Partnership). The partnership would, directly or through one- or multi-level investment vehicles, make equity investment in certain project companies which are engaged in the operation of logistics real estate located in the PRC and which are held or to be acquired by Cainiao Network Technology Co., Ltd. and its designated affiliates. Such logistics real estate would be the completed projects for high-standard modernised warehouses with sophisticated operation that are located in the areas of important logistics node cities in the Yangtze River Delta where supplies and demands are relatively healthy. CLI had, on behalf of the equity investment plan and as a limited partner, entered into a partnership agreement with Hangzhou Youhu Enterprise Management Limited and China Life Properties Investment Management Company Limited ("China Life Properties") (each as a general partner and managing partner), and Zhejiang Cainiao Supply Chain Management Co., Ltd., Manulife-Sinochem Life Insurance Co., Ltd. and Chasing Jixiang Life Insurance Co., Ltd. (each as a limited partner) in relation to the formation of the partnership on 23 February 2023. China Life Capital served as the manager of the partnership. Investment in Beijing MTR Equity Investment Fund Partnership (Limited Partnership) As approved by the twenty-third meeting of the seventh session of the Board of Directors of the Company, the Company and CLP&C contributed RMB5,000,000,000 and RMB1,000,000,000, respectively, to the equity investment plan established by CLI. The Company entered into an entrustment contract with CLI on 12 May 2023 for such purpose. All funds under the equity investment plan would be used for the subscription of limited partnership interest in Beijing MTR Equity Investment Fund Partnership (Limited Partnership). The partnership would make equity investment in Beijing MTR Corporation Ltd. and eventually invest in the metro projects being developed and operated and to be developed and operated by such company. CLI had, on behalf of the equity investment plan and as a limited partner, entered into a partnership agreement with Beijing Capital Chuangxin Enterprise Management Co., Ltd. and China Life Industrial Investment Management Co., Ltd. ("CLIIM") (each as a general partner and managing partner), and Beijing Capital Group Co., Ltd. (as a limited partner) in relation to the formation of the partnership on 18 April 2023. China Life Capital served as the manager of the partnership. Each of CLI, Jiaotou Jinshi, China Life Jinshi, China Life Properties, China Life Capital and CLIIM is an associate of CLIC, and therefore a connected person of the Company. The above transactions constituted one-off connected transactions of the Company that were subject to the reporting and announcement requirements but were exempt from the independent shareholders' approval requirement under Rule 14A.76(2) of the Listing Rules. The Company has complied with the disclosure requirements under Chapter 14A of the Listing Rules in respect of the above one-off connected transactions. Statement on Claims, Debt Transactions and Guarantees etc. of a Non-operating Nature with Related Parties During the Reporting Period, the Company was not involved in claims, debt transactions or guarantees of a non-operating nature with related parties. 40 Annual Report 2023 | Significant Events MATERIAL CONTRACTS AND THEIR PERFORMANCE During the Reporting Period, China Life Insurance Company Limited neither gave external guarantees nor provided guarantees to its holding subsidiaries. 43 In addition, the Company's profit distribution is required to comply with relevant regulatory requirements. If the Company's core solvency ratio or comprehensive solvency ratio does not meet the minimum requirements, the regulatory authorities may adopt regulatory measures against the Company due to its failure to meet the minimum requirements, which may restrict the Company's ability to distribute dividends to its shareholders. Mr. Huang Yiping, Mr. Lam Chi Kuen, Mr. Wang Junhui, Mr. Bai Tao, Mr. Li Mingguang, Ms. Zhuo Meijuan, Mr. Zhai Haitao, Ms. Chen Jie The Company shall take the investment return for investors into full account and allocate the required percentage of the Company's realised distributable profits to shareholders as dividends each year; The Company shall maintain a sustainable and steady profit distribution policy and at the same time take into consideration the Company's long-term interest, general interest of all the shareholders and the sustainable development of the Company; The Company shall give priority to cash dividends as its profit distribution manner. In accordance with Article 218 of the Articles of Association, the Company's Profit Distribution Policy is as follows: • Profit distribution modes: The Company may distribute dividends in the form of cash or shares or a combination of cash and shares. If practicable, the Company may distribute interim dividends. The Company's dividends shall not bear interest, save in the case where the Company fails to distribute the dividends to the shareholders on the day when dividends were due to have been distributed; Conditions for and percentage of distribution of cash dividends: If the Company makes profits in a given year and the cumulative undistributed profit is positive, the Company shall distribute dividends in the form of cash and the cumulative profits distributed in cash over the past three years by the Company shall be no less than thirty percent (30%) of the average annual distributable profits in recent three years; Conditions for distribution of share dividends: If the Company's operation is sound and the Board of Directors is of the opinion that share dividends distribution is in the interest of all the Company's shareholders since the Company's stock price does not match the Company's share capital, the Company may propose a share dividends distribution plan if the conditions for cash dividends listed above are satisfied. In accordance with Article 219 of the Articles of Association, the Procedures of Reviewing the Company's Profit Distribution Proposal are as follows: The Company's profit distribution proposal shall be reviewed by the Board of Directors. The Board of Directors shall have a sufficient discussion of the reasonableness of the profit distribution proposal. After a special resolution regarding the proposal is reached and independent opinions have been given by the Company's Independent Directors, the proposal shall be submitted to the Company's general meeting for approval. In reviewing the profit distribution proposal, the Company shall provide online voting mechanism to the shareholders. When deliberating on specific cash dividend proposal by the Company's general meeting, the Company Annual Report 2023 | Corporate Governance 47 shall make active communication with shareholders, especially small- and medium-sized shareholders, through various channels. The Company shall also fully solicit opinions and appeals from shareholders, and give timely reply to concerns of small- and medium-sized shareholders. Profit Distribution Plan and Public Reserves Capitalisation Plan for the Year 2023 In accordance with the profit distribution plan for the year 2023 approved by the Board on 27 March 2024, with the appropriation to its discretionary surplus reserve fund of RMB1,753 million (10% of the net profit for 2023), the Company, based on 28,264,705,000 shares in issue, proposed to distribute cash dividends amounting to approximately RMB12,154 million (representing 58% of the net profit attributable to equity holders of the Company in the consolidated statements) to all shareholders of the Company at RMB0.43 per share (inclusive of tax). The foregoing profit distribution plan is subject to the approval by the 2023 Annual General Meeting. Dividends payable to domestic shareholders are declared, valued and paid in RMB. Dividends payable to shareholders of the Company's overseas-listed foreign shares are declared and valued in RMB and paid in the currency of the jurisdiction in which the overseas-listed foreign shares are listed (if the Company is listed in more than one jurisdiction, dividends shall be paid in the currency of the Company's principal jurisdiction of listing as determined by the Board). The Company shall pay dividends to shareholders of overseas-listed foreign shares in conformity with the PRC regulations on foreign exchange control. If no such regulations are in place, the applicable exchange rate is the average closing rate published by the People's Bank of China one week before the date of declaration of the distribution of dividends. No public reserve capitalisation is provided for in the profit distribution plan for the year. The profit distribution policy of the Company complied with the Articles of Association and the examination and approval procedures of the Company, clearly defined the dividend distribution standards and percentage and the decision- making procedures and system. Small- and medium-sized shareholders of the Company have sufficient opportunities to express their opinions and appeals, and their legitimate rights have been well protected. The Independent Directors diligently considered the profit distribution policy and expressed their independent opinions in this regard. DISTRIBUTABLE RESERVES As at the end of 31 December 2023, the distributable reserves of the Company was RMB207,030 million. PROPERTY, PLANT AND EQUIPMENT Details of the movement in property, plant and equipment of the Company are set out in Note 7 in the Notes to the Consolidated Financial Statements in this annual report. SHARE CAPITAL Details of the movement in share capital of the Company are set out in Note 34 in the Notes to the Consolidated Financial Statements in this annual report. MANAGEMENT CONTRACTS No management or administration contracts for the whole or substantial part of any business of the Company were entered into during the Reporting Period. PENSION PLAN Full-time employees of the Company are covered by various government-sponsored pension plans, under which the employees are entitled to a monthly pension based on certain formulae. These government agencies are responsible for the pension liability to these employees upon retirement. The Company contributes on a monthly basis to these pension plans for full-time employees. All contributions made under the government-sponsored pension plans described above are fully attributable to employees of the Company at the time of the payment and the Company is unable to forfeit any amounts contributed by it to such plans. In addition to the government-sponsored pension plans, the Company established an employee annuity fund plan pursuant to the relevant laws and regulations in the PRC, whereby the Company is required to contribute to the plan at fixed rates of the employees' salary costs. Contributions Imade by the Company under the annuity fund plan that is forfeited in respect of those employees who resign from their positions prior to the full vesting of the contributions will be recorded in the public account of the annuity fund and shall not be used to offset any contributions to be made by the Company in the future. All funds in the public account will be attributed to the employees whose accounts are in normal status after the approval procedures are completed as required. Under these plans, the Company has no legal or constructive obligation for retirement benefit beyond the contributions made. 48 Annual Report 2023 | Corporate Governance Framework Agreement between CLI and China Life AMP • From left to right: • In accordance with Article 217 of the Articles of Association, the Basic Principles of the Company's Profit Distribution Policy are as follows: PRINCIPAL BUSINESS The Company is a leading life insurance company in China and possesses an extensive distribution network comprising exclusive agents, direct sales representatives, and dedicated and non-dedicated agencies, providing products and services such as individual and group life insurance, accident and health insurance. The Company is one of the largest institutional investors in China, and becomes one of the largest insurance asset management companies in China through its controlling shareholding in AMC. The Company also has controlling shareholding in Pension Company. BUSINESS REVIEW Overall Operation of the Company during the Reporting Period For details of the overall operation of the Company during the Reporting Period, the future development of its business and the principal risks faced by it, please refer to the sections headed "Management Discussion and Analysis" and "Internal Control and Risk Management" in this annual report. These discussions form part of the "Report of the Board of Directors". Environmental and Social Responsibilities Work on Green Finance To consistently carry out the national decisions and arrangements with respect to promoting green development, the Company established a green finance system with China Life characteristics, promoting the high-quality development of green insurance business. It continued to step up its support to green, low-carbon and circular economy, and consistently enhanced the quality and effectiveness of green insurance business in serving the green transition of economy and society. Focusing on key fields and major industries of ecological civilisation construction, the Company safeguarded the high-quality development in a green and low-carbon way. In 2023, the Company improved its capability in supplying green insurance products, providing insurance protection of RMB603,165 million to customers from the green industries. It also incorporated ESG concept into investment management and practices. As at 31 December 2023, its green investments amounted to RMB462,788 million. Work on Low-carbon Operation With the incorporation of the overall environmental goal of "ensuring a healthy and friendly environment for the accomplishment of 'carbon neutrality'" into all aspects of its operations, the Company effectively proceeded with various tasks such as energy saving and emission reduction, green operation and green office, prioritising eco-environmental conservation and green development with steadfast efforts. In 2023, the Company continued to improve its online, intensive and intelligent operations and services, as a result of which over 6,000 tonnes of paper were saved. The "Measures for the Administration of Energy Saving and Emission Reduction of China Life Insurance Company Limited" was revised to strengthen the planning, organisation, adjustment and control and management of the energy supply and entire energy process, and a number of office buildings were awarded LEED platinum certification. With the construction of a sustainable supply chain as its goal, the Company considered environmental performance as one of the key factors for assessment of its suppliers, and gave priority to the procurement of energy-saving products and equipments as well as new energy vehicles, practising an eco-friendly, low-carbon operational model. Work on Social Responsibility The Company integrated the concept of "performing social responsibilities" into its core values, gave full play to the advantages of the insurance industry, and shouldered corporate social responsibilities in serving the "National Priorities". The Company continued to improve its capability in inclusive financing services and established a senior- care service supply mode featuring "one main model with several complementary models". As at 31 December 2023, the Company carried out over 200 supplementary major medical expenses insurance programs, covering nearly 350 million people. It also implemented over 120 city-customised commercial medical insurance projects accumulatively, covering over 40 million people. Meanwhile, it undertook over 70 long-term care insurance programs, providing services to more than 38 million people. The third-pillar private pension business ranked among the top of the industry, with its investment in the senior-care field amounting to nearly RMB10 billion. Adhering to the aspiration of sharing the achievements of corporate development with the society, the Company devoted itself to public welfare and charitable undertakings, and organised charitable activities such as "Art Education Program - Children's Charity Spring Festival Gala" and "Caring for Women and Protecting their Health". It donated RMB36 million to China Life Foundation as well as public welfare insurance policies to 776,700 people- times. The Company organised volunteer service teams to take part in volunteer service activities such as "Civilisation 100+", formed over 320 service teams consisting of youth volunteers, with more than 2,800 registered youth volunteers, and offered volunteer services of over 540 times. Specific Work on Consolidation of Achievements in Poverty Alleviation and Rural Revitalisation Undertakings In 2023, the Company strengthened its corporate responsibility, coordinated joint forces from all fronts to offer assistance, and continued to improve its long-term mechanism for assistance, so as to make every effort to enhance the quality and efficiency of finance and insurance serving rural revitalisation. The Company dispatched 980 cadres staying at villages for assistance, undertook projects in 1,171 assistance localities, and devoted assistance funds of RMB33.66 million for the year, helping farmers to improve both production and income. The Company made substantial efforts to develop insurance business in response to the demands of rural residents for diversified insurance protection and offered risk protection of RMB30.71 trillion for 280 million rural residents within the year. The claims payment of RMB15,858 million were made to 4.35 million people, which helped guard against the bottom line of poverty. Based on the characteristics of people lifted out of poverty, the Company commenced targeted insurance business in relation to rural revitalisation and developed four new exclusive products to provide multi-level insurance protections, offering risk protection of RMB1.53 trillion for the year, a year-on-year increase of 43%. The Company strived to make innovation in assistance measures, expanded the coverage for assistance, learned and practiced the experience acquired from "Ten Million Projects", so as to enhance the effectiveness of assistance initiatives and facilitate rural revitalisation in all aspects. Compliance by the Company with the Relevant Laws and Regulations that have a Significant Impact The Company adhered to the code of conduct of "being trustworthy, assuming risks, emphasising on services and being legal compliant" and promoted the compliance culture and concepts of "being compliant on a proactive basis, and creating value from compliance", thereby creating the compliance environment of "starting from the top level and having responsibility for all to be compliant". The Company strictly observed and effectively implemented applicable laws and regulations and regulatory requirements, such as the Insurance Law, the Company Law, the Securities Law, the "Personal Information Protection Law", the "Regulations on Preventing and Dealing with Illegal Fund-raising", the "Provisions on the Administration of Insurance Companies", the "Measures of the China Banking and Insurance Regulatory Commission on Administrative Punishment", the "Measures for the Administration of the Utilisation of Insurance Funds", the "Provisions on the Supervision and Administration of Insurance Agents", the "Rules for the Information Disclosure of Personal Insurance Products with a Term of One Year or More", the "Standards for the Corporate Governance of Banking and Insurance Institutions", the "Provisions on the Administration of Solvency of Insurance Companies", the "Solvency Regulatory Rules II for Insurance Annual Report 2023 | Corporate Governance 45 Companies", the "Notice on Optimising the Solvency Regulatory Standards for Insurance Companies", the "Measures for the Administration of Connected Transactions of Banking and Insurance Institutions", and the "Measures for the Administration of Banking and Insurance Supervision and Statistics", consistently improved its systems and mechanisms, and stringently implemented the spirit and requirements of major regulatory documents on insurance product development and design, information disclosure, sales management, insurance agents management, protection of consumers' rights and interests and customers' information, corporate governance, fund utilisation, solvency management, connected transactions management, reinsurance management and data governance, etc., as released by the NFRA, for the purpose of further carrying out compliance management responsibilities at all levels and in various lines. The Company consistently optimised the compliance management framework of "three lines of defense" to ensure that the three lines of defense performed their own functions and responsibilities and collaborated with each other, which formed a joint force in compliance management. The Company also consolidated its foundation in all aspects for its steady and healthy development and firmly held on to the bottom line of the systematic risk, which guaranteed the healthy and high-quality development of the Company on an ongoing basis. Relationship between the Company and its Customers Being customer-centric all along, the Company was committed to offering high-quality services to customers, and provided insurance services and value-added services for more than 500 million customers on a cumulative basis. The Company consistently implemented various regulatory requirements by integrating the protection of consumers' rights and interests into every aspect of corporate governance and business operation and management, further optimised the development of the systems and mechanisms for the protection of consumers' rights and interests, promoted the effective operation of various mechanisms for the protection of consumers' rights and interests such as consumer protection review and assessment, internal training and internal audit, etc., and took active actions in transition from after-event management and control to practising the consumer protection concept along the whole chain, so as to create a "comprehensive consumer protection" paradigm. In 2023, the Company carried out over 15,000 educational and promotion activities in total, with the number of consumers involved reaching approximately 290 million. Please also refer to the "Technology Capabilities, Operations and Services" in the section headed "Management Discussion and Analysis" in this annual report. Relationship between the Company and its Employees The Company created a harmonious labour relationship according to law and entered into employment contracts with its employees in a timely manner. The Company strengthened the management of employees in all aspects by establishing the following mechanisms: an employee management mechanism with the characteristics of focus on grass roots, combination of training and working of employees, hierarchical responsibility and unified standard; a performance management mechanism that was strategy- based and result-oriented, adopted hierarchical classification, and focused on application; and a remuneration distribution mechanism that was based on the principles of salary determined by position, remuneration paid based on performance, emphasis on incentives and preference to the grass roots, and was compatible with the high-quality development requirements of the Company. The Company also emphasised on the cultivation and development of employees by building and optimising a "four-in-one" talent training system on an ongoing basis, pursued classification of employees for training with an equal emphasis on full coverage, strived to apply cultivation and training in the entire process of growth of cadres and employees, and continued to focus on empowerment. The Company attached importance to humanistic concern by constantly improving the mechanism for communication with employees, safeguarding the legitimate rights and interests of employees in a practical manner and encouraging employees to arrange vacations and annual leave in a scientific way, with an aim to achieve work-life balance. The Company actively promoted the construction of a corporate democratic management system with employee representative meetings as its basic form to protect the democratic rights of employees and to facilitate the joint development between employees and the Company. The Company and its provincial branches have fully established the system of employee representative meetings, safeguarded the right to know, right to propose, right to decide and right to vote at such meetings according to law, and inspected and monitored the implementation of any resolutions adopted by employee representative meetings, thus carrying out the function of supervising the implementation of proposals in a serious manner and constantly improving democratic management. In 2023, the Company held employee representative meetings for all employees twice, during which the "Report on the By- election of Representatives of the Third Session of the Employee Representative Meeting of the Company", the "Report on the Review of the Representatives' Qualification", the "Report on the Candidates for Additional Employee Representative Supervisors of the Seventh Session of the Board of Supervisors", the "Report on the Amendments to the Provisions for Handling of Violations of Regulations 46 Annual Report 2023 | Corporate Governance by Employees of China Life Insurance Company Limited (Revised in 2023)", the "Duty Report of the Board of Supervisors of China Life Insurance Company Limited for the Year 2022", the "Report on the Amendments to the Measures for Supplementary Commercial Insurance Protection for Employees of Branches of China Life Insurance Company Limited", and the "Report on the Provisional Measures for the Administration of Professional Personnel of China Life Insurance Company Limited" were considered and approved, respectively. For details regarding the Company's employees (including the number of employees, professional composition, education levels, employee diversity, remuneration policy and training plans), please refer to the section headed "Directors, Supervisors, Senior Management and Employees" in this annual report. For information during the Reporting Period such as the environmental and social responsibilities of the Company, the relationship between the Company and its customers, and the relationship between the Company and its employees, please also refer to the full text of the 2023 Environmental, Social and Governance & Social Responsibility Report separately disclosed by the Company on the website of the SSE (www.sse.com.cn) and the HKExnews website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) simultaneously. FORMULATION AND IMPLEMENTATION OF PROFIT DISTRIBUTION POLICY • For the year ended 31 December 2023, the subscription price and corresponding subscription fee for the subscription of fund products were RMBO million, and the redemption price and corresponding redemption fee for the redemption of fund products were RMB87.91 million. 44 Annual Report 2023 | Corporate Governance China Securities Finance Corporation Limited State-owned legal person 117,165,585 Hong Kong Securities Clearing Company Limited Overseas legal person 0.16% 44,354,939 +2,694,922 Industrial and Commercial Bank of China Limited SSE 50 Exchange Traded Index Securities Investment Fund Other 0.07% 20,306,703 +6,446,000 Guosen Securities Co., Ltd. - Founder Fubon CSI Insurance Theme Index Securities Investment Fund Other 0.41% 0.05% Industrial and Commercial Bank of China Limited Huatai-PineBridge CSI 300 Exchange Traded Index Securities Other 0.04% 12,402,733 +5,682,600 Investment Fund National Social Security Fund Portfolio 114 Other 0.04% 12,000,000 +12,000,000 State-owned legal person 0.04% 11,108,837 +11,108,837 56 Annual Report 2023 | Corporate Governance 13,701,912 -7,164,617 State-owned legal person Central Huijin Asset Management Limited 708,240,246 The Directors are responsible for overseeing the preparation of the financial report for each financial period which gives a true and fair view of the Company's financial position, performance results and cash flows for that period. To the best knowledge of the Directors, there was no event or condition during the Reporting Period that might have a material adverse effect on the continuing operation of the Company. ON FINANCIAL REPORTS RESPONSIBILITY STATEMENT OF DIRECTORS According to the Articles of Association and relevant PRC laws, there is no provision for any pre-emptive rights of the shareholders of the Company. At present, the Company does not have any arrangement for share options. PRE-EMPTIVE RIGHTS AND ARRANGEMENTS FOR SHARE OPTIONS The Company made appropriate insurance arrangement with respect to legal actions that might be faced by its Directors: in connection with corporate activities, and such insurance arrangement was in force during the Reporting Period and up to the date of this report. PERMITTED INDEMNITY PROVISION As at the end of the Reporting Period, none of the Directors, Supervisors and the chief executive of the Company had any interests or short positions in the shares, underlying shares or debentures of the Company or its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the "SFO")) that were required to be recorded in the register of the Company pursuant to Section 352 of the SFO or which had to be notified to the Company and the HKSE pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") as set out in Appendix C3 to the Listing Rules. In addition, the Board has created a code of conduct in relation to the sale and purchase of the Company's securities by Directors and Supervisors, which is no less stringent than the Model Code. Upon specific inquiry by the Company, the Directors and Supervisors have confirmed observation of the Model Code and the Company's own code of conduct in the year of 2023. DISCLOSURE OF INTERESTS OF DIRECTORS, SUPERVISORS AND THE CHIEF EXECUTIVE IN THE SHARES OF THE COMPANY 49 Annual Report 2023 | Corporate Governance No arrangements to which the Company, any of its subsidiaries or holding companies, or any subsidiary of the Company's holding companies is a party, and whose objects are, or one of whose objects is, to enable Directors or Supervisors (including their spouses and children under the age of 18) to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate, subsisted at any time during the Reporting Period or at the end of the Reporting Period. DIRECTORS' AND SUPERVISORS' RIGHTS TO ACQUIRE SHARES None of the Directors or Supervisors (and their connected entities) is or was materially interested, directly or indirectly, in any transaction, arrangement or contract of significance entered into by the Company or its controlling shareholders or any of their respective subsidiaries at any time during the Reporting Period or subsisted at the end of the Reporting Period. INTERESTS OF DIRECTORS AND SUPERVISORS (AND THEIR CONNECTED ENTITIES) IN MATERIAL TRANSACTIONS, ARRANGEMENTS OR CONTRACTS None of the Directors or Supervisors has entered into any service contracts with the Company and its subsidiaries that are not terminable within one year or can only be terminated by the Company with payment of compensation (other than statutory compensation). DIRECTORS' AND SUPERVISORS' SERVICE CONTRACTS Details of the Board meetings and the Board's performance of its duties during the Reporting Period are set out in the section headed "Report of Corporate Governance" in this annual report. DAY-TO-DAY OPERATIONS OF THE BOARD No H Share stock appreciation rights of the Company were granted or exercised in 2023. The Company will deal with such rights and related matters in accordance with the PRC governmental policies. H SHARE STOCK APPRECIATION RIGHTS During the Reporting Period, the Company and its subsidiaries did not purchase, sell or redeem any of the Company's listed securities. PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S SECURITIES Shareholders of the Company are taxed and/or enjoy tax relief for the dividend income received from the Company in accordance with the "Individual Income Tax Law of the People's Republic of China", the "Enterprise Income Tax Law of the People's Republic of China", and relevant administrative rules, governmental regulations and regulatory documents. Please refer to the announcement published by the Company on the website of the SSE on 7 July 2023 for the information on income tax in respect of the dividend distributed to A Share shareholders during the Reporting Period, and the announcement published by the Company on the HKExnews website of Hong Kong Exchanges and Clearing Limited on 28 June 2023 for the information on income tax in respect of the dividend distributed to H Share shareholders during the Reporting Period. INFORMATION OF TAX DEDUCTION FOR HOLDERS OF LISTED SECURITIES The total amount of charitable donations made by the Company during the Reporting Period was approximately RMB37.59 million. CHARITABLE DONATIONS As at the end of the Reporting Period, the interest-bearing loans and other borrowings of the Company included a five-year bank loan of GBP275 million with a maturity date on 25 June 2024, which is fixed rate bank loan. Interest- bearing loans and other borrowings also included a five-year bank loan of USD970 million with a maturity date on 27 September 2024, a three-year bank loan of EUR330 million with a maturity date on 8 March 2024, and an eighteen- month bank loan of EUR98 million with a maturity date on 8 March 2024, all of which are floating rate bank loans. Details of the interest-bearing loans and other borrowings of the Company are set out in Note 15 in the Notes to the Consolidated Financial Statements in this annual report. INTEREST-BEARING LOANS AND OTHER BORROWINGS Notes: BOARD'S STATEMENT ON INTERNAL CONTROL In accordance with the requirements of the "Standard Regulations on Corporate Internal Control", the Board conducted an assessment on internal control relating to the Company's financial reporting functions, and confirmed that its internal control was effective as at 31 December 2023. 1. 3. Percentage of the total number of shares in issue China Life Insurance (Group) Company Beneficial owner A Shares 19,323,530,000 (L) 92.80% 68.37% FMR LLC (Note 1) Interest in controlled corporation H Shares 449,298,275 (L) 6.04% Percentage of the respective class of shares 1.59% Interest in controlled corporation H Shares 436,647,392 (L) 5,692,000 (S) 5.87% 1.54% 0.08% 0.02% The letter "L" denotes a long position. The letter "S" denotes a short position. (Note 1): FMR LLC was interested in a total of 449,298,275 H shares of the Company in accordance with the provisions of Part XV of the SFO. Of these shares, Fidelity Management & Research Company LLC, Fidelity Institutional Asset Management Trust Company and FIAM LLC were interested in 293,895,801 H shares, 46,313,968 H shares and 62,011,759 H shares, respectively. All of these entities are either controlled or indirectly controlled subsidiaries of FMR LLC. (Note 2): BlackRock, Inc. was interested in a total of 436,647,392 H shares of the Company in accordance with the provisions of Part XV of the SFO. Of these shares, BlackRock Investment Management, LLC, BlackRock Financial Management, Inc., BlackRock Institutional Trust Company, National Association, BlackRock Fund Advisors, BlackRock Advisors, LLC, BlackRock Japan Co., Ltd., BlackRock Asset Management Canada Limited, BlackRock Investment Management (Australia) Limited, BlackRock Asset Management North Asia Limited, BlackRock (Netherlands) B.V., BlackRock Advisors (UK) Limited, BlackRock Asset Management Ireland Limited, BLACKROCK (Luxembourg) S.A., BlackRock Investment Management (UK) Limited, BlackRock Asset Management Deutschland AG, BlackRock Fund Managers Limited, BlackRock Life Limited, BlackRock (Singapore) Limited, BlackRock Asset Management Schweiz AG and Aperio Group, LLC were interested in 3,201,000 H shares, 7,992,070 H shares, 91,902,736 H shares, 190,345,000 H shares, 268,000 H shares, 8,860,583 H shares, 1,766,000 H shares, 3,354,000 H shares, 15,876,451 H shares, 17,474,402 H shares, 6,958,196 H shares, 58,125,917 H shares, 639,000 H shares, 9,154,628 H shares, 466,000 H shares, 11,221,030 H shares, 684,432 H shares, 5,021,000 H shares, 101,000 H shares and 3,235,947 H shares, respectively. All of these entities are either controlled or indirectly controlled subsidiaries of BlackRock, Inc. Of these 436,647,392 H shares, 30,070 H shares were cash settled unlisted derivatives. BlackRock, Inc. held by way of attribution a short position as defined under Part XV of the SFO in 5,692,000 H shares (0.08%). Of these 5,692,000 H shares, 4,794,000 H shares were cash settled unlisted derivatives. Save as disclosed above, the Directors, Supervisors and the chief executive of the Company are not aware of any other party who, as at 31 December 2023, had an interest or short position in the shares and underlying shares of the Company which was recorded in the register required to be kept by the Company pursuant to Section 336 of the SFO. 58 Annual Report 2023 | Corporate Governance BlackRock, Inc. (Note 2) Number of shares held Class of shares Capacity 4. The above shares are tradable shares not subject to selling restrictions and do not include shares lent through refinancing. HKSCC Nominees Limited is a company that holds shares on behalf of the clients of the Hong Kong stock brokers and other participants of the CCASS system. The relevant regulations of the HKSE do not require such persons to declare whether their shareholdings are pledged or frozen. Hence, HKSCC Nominees Limited is unable to calculate or provide the number of shares that are pledged or frozen. Industrial and Commercial Bank of China Limited - SSE 50 Exchange Traded Index Securities Investment Fund and Industrial and Commercial Bank of China Limited - Huatai-PineBridge CSI 300 Exchange Traded Index Securities Investment Fund have Industrial and Commercial Bank of China Limited as their fund depositary. Save as above, the Company was not aware of any connected relationship and concerted parties as defined by the "Measures for the Administration of the Takeover of Listed Companies" among the top ten shareholders of the Company. As at the end of the Reporting Period, the number of the Company's shares lent through refinancing and not yet returned by Industrial and Commercial Bank of China Limited - SSE 50 Exchange Traded Index Securities Investment Fund were 154,200 shares, and the number of Company's shares held in its general accounts and credit accounts, together with the number of the Company' shares lent through refinancing and not yet returned, totalled 20,460,903 shares. The number of the Company's shares lent through refinancing and not yet returned by Industrial and Commercial Bank of China Limited - Huatai-PineBridge CSI 300 Exchange Traded Index Securities Investment Fund were 20,300 shares, and the number of Company's shares held in its general accounts and credit accounts, together with the number of the Company' shares lent through refinancing and not yet returned, totalled 12,423,033 shares. Information relating to the Controlling Shareholder and Effective Controller The controlling shareholder of the Company is CLIC, and its relevant information is set out below: Name of company Legal representative Date of incorporation Major businesses Shareholdings in other subsidiaries and affiliates listed in China or abroad during the Reporting Period China Life Insurance (Group) Company Bai Tao 22 August 1996 (CLIC's predecessor was PICC (Life) Co., Ltd. incorporated in August 1996. It was renamed as China Life Insurance Company, a company approved for formation by the State Council in January 1999. With the approval of the former China Insurance Regulatory Commission in 2003, China Life Insurance Company was restructured as CLIC.) Insurance services including receipt of premiums and payment of benefits in respect of the in-force life, health, accident and other types of personal insurance business, and the reinsurance business; holding or investing in domestic and overseas insurance companies or other financial insurance institutions; funds application business permitted by PRC laws and regulations or approved by the State Council of the PRC; other businesses approved by insurance regulatory agencies. As at 31 December 2023, CLIC held 1,785,098,644 H shares of Town Health International Medical Group Limited (which is one of the companies listed in China or abroad in which CLIC has over 5% of the total share capital), representing 26.35% of its total shares. The effective controller of the Company is the Ministry of Finance. The equity and controlling relationship between the Company and its effective controller is set out as below: Ministry of Finance of the PRC National Council for Social Security Fund 90% 10% China Life Insurance (Group) Company 68.37% China Life Insurance Company Limited 2.51% During the Reporting Period, there was no change to the controlling shareholder and the effective controller of the Company. As at the end of the Reporting Period, there was no other corporate shareholder holding more than 10% of the shares in the Company. Annual Report 2023 | Corporate Governance 57 INTERESTS AND SHORT POSITIONS IN THE SHARES AND UNDERLYING SHARES OF THE COMPANY HELD BY SUBSTANTIAL SHAREHOLDERS AND OTHER PERSONS UNDER HONG KONG LAWS AND REGULATIONS So far as is known to the Directors, Supervisors and the chief executive of the Company, as at 31 December 2023, the following persons (other than the Directors, Supervisors and the chief executive of the Company) had interests or short positions in the shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which were recorded in the register required to be kept by the Company pursuant to Section 336 of the SFO, or as otherwise notified to the Company and the HKSE: Name of substantial shareholder 2. MAJOR CUSTOMERS China National Nuclear Corporation Capital Holdings Co., Ltd. SUFFICIENCY OF PUBLIC FLOAT CHANGES IN ORDINARY SHARES AND SHAREHOLDERS INFORMATION 55 Annual Report 2023 | Corporate Governance 27 March 2024 Chairman of the Board of Supervisors By Order of the Board of Supervisors Cao Weiqing Information disclosure. The Company performed its obligation of information disclosure in strict compliance with the regulatory requirements, seriously implemented various information disclosure management systems, and disclosed information in a timely and fair manner. The Board of Supervisors is not aware of any false representations, misleading statements or material omissions during the Reporting Period. Internal control system and self-evaluation report on internal control. During the Reporting Period, the Company sought to improve its internal control system, and continued to enhance the effectiveness of such system. The Board of Supervisors of the Company reviewed the self-evaluation report on the Company's internal control and did not raise any objection against the self-evaluation report of the Board regarding the Company's internal control. Connected transactions. During the Reporting Period, the connected transactions of the Company were on commercial terms. The Board of Supervisors is not aware of any acts harming the interests of the Company. Acquisition and sale of assets. During the Reporting Period, the prices for acquisition and sale of assets by the Company were fair and reasonable. The Board of Supervisors is not aware of any insider trading, any acts harming the interests of shareholders or incurring any loss to the Company's assets. The authenticity of the financial report. The Company's annual financial report truly reflected the Company's financial position and operating results. PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers have performed audits and have issued standard and unqualified auditors' reports in respect of the financial statements for the year 2023 in accordance with the China Standards on Auditing of PRC Certified Public Accountants and the International Standards on Auditing, respectively. The Company's operations in compliance with law. During the Reporting Period, the Company's operations were in compliance with the law. The Company's operations and decision-making procedures were in compliance with the Company Law and the Articles of Association. All Directors and senior management of the Company observed the principles of diligence and integrity and performed their duties conscientiously. The Board of Supervisors is not aware of any of them having violated any law, regulation, or any provision in the Articles of Association or harmed the interests of the Company in the course of discharging their duties. During the Reporting Period, the Board of Supervisors of the Company performed its supervisory duties in a diligent manner in accordance with the requirements of the Company Law, the Articles of Association and the "Procedural Rules for the Board of Supervisors Meetings". The Board of Supervisors had no objection in respect of the matters under its supervision during the Reporting Period. CHANGES IN SHARE CAPITAL INDEPENDENT OPINION OF THE BOARD OF SUPERVISORS ON CERTAIN MATTERS 54 Attending investigation and research activities and training courses and constantly enhancing performance of duties by the Supervisors. In 2023, according to the work plan of the Board of Supervisors of the Company, the members of the Board of Supervisors conducted investigation and research on Zhejiang Branch and Huzhou Branch with respect to, among others, the business development of the Company, expansion of senior-care and healthcare businesses, risk prevention and control, and governance of "Five Weaknesses", carried out an on-site inspection of "city center" retirement apartments project in Hangzhou, and communicated in person with relevant business lines and sales representatives of branches at the provincial, city and country levels for exchange of ideas, which offered support to the enhancement of performance of duties by the Board of Supervisors and its decision-making in a scientific manner. In 2023, the members of the Board of Supervisors further developed and refreshed their knowledge reserve by actively attending various special training courses organised by the securities exchanges of the Company's listed jurisdictions, listed companies associations and the Company itself, so as to enhance their performance of duties. All members of the Board of Supervisors attended the training programs of the Company on anti-money laundering. Mr. Cao Weiqing and Mr. Niu Kailong attended a training course on "Performance of Duties by Supervisors of Listed Companies: Regulations, Cases and Recommendations" as organised by China Association for Public Companies. Mr. Cao Weiqing, Mr. Niu Kailong, Mr. Lai Jun and Ms. Ye Yinglan attended a special training course on the rules of independent directors of listed companies as organised by the Listed Companies Association of Beijing for listed companies within Beijing. Mr. Cao Weiqing and Ms. Ye Yinglan attended training courses of the SSE for the first-time directors, supervisors and senior management of listed companies in 2023 (Sessions II and V), respectively. Organising the evaluations of the performance of duties by Directors and Supervisors. In 2023, the Board of Supervisors commenced the evaluations of the performance of duties by Directors and Supervisors in accordance with the "Measures for the Evaluation of the Performance of Duties by Directors and Supervisors" of the Company. Based on the performance of duties by Directors and Supervisors in 2023, the members of the Board of Supervisors evaluated and scored each of the Directors of the Company by reference to the information regarding the performance of duties by Directors obtained during their participation of meetings of the Board and various specialised Board committees, and evaluated and scored each of the Supervisors of the Company through a combination of self-assessment by and mutual assessment among Supervisors, and eventually formed evaluation opinions on individual Directors and Supervisors, which therefore improved the mechanism for the supervision and evaluation of duty performance of Directors and Supervisors. All members of both the Board and the Board of Supervisors of the Company were evaluated as competent in their performance of duties in 2023. Supervising the performance of duties by the Board and senior management in reputational risk management. Members of the Board of Supervisors listened to an annual reputational risk management report prepared by the senior management through participation in the meetings of the Board and the Risk Management and Consumer Rights Protection Committee, so as to supervise the performance of duties by the Board in reputational risk management. Keeping abreast of the business operations of the Company on a regular basis and paying attention to any major solvency risks that might arise in the course of its business operations. Members of the Board of Supervisors kept abreast of the business operations of the Company on a regular basis by reviewing the financial reports of the Company, supervised its financial operation and paid attention to any major solvency risks that might arise in the course of its business operations. Through their participation in meetings of the Board and the specialised Board committees, all Supervisors understood the management of solvency risks of the Company and performed their supervisory function with respect to the decision-making of the Company on solvency risks. Annual Report 2023 | Corporate Governance 53 Attending and participating in corporate governance meetings and actively exercising their supervisory role. In 2023, the Board of Supervisors attended the 2022 Annual General Meeting and the First Extraordinary General Meeting 2023 of the Company, and participated in the meetings of the Board. All members of the Board of Supervisors participated in the meetings of the Audit Committee, the Nomination and Remuneration Committee, the Risk Management and Consumer Rights Protection Committee, the Strategy and Assets and Liabilities Management Committee, and the Connected Transactions Control Committee, respectively, in accordance with the work allocation among Supervisors determined by the Board of Supervisors. By attending these meetings, all Supervisors diligently discharged their duties, oversaw the procedures for convening meetings, carefully listened to the matters considered at the meetings, and participated in discussions when necessary, thus proactively pushing forward the further enhancement of corporate governance. ACTIVITIES OF THE BOARD OF SUPERVISORS Attending meetings of the Board of Supervisors and diligently discharging their duties. Pursuant to the regulatory requirements of the jurisdictions where the Company is listed, the Articles of Association and the "Procedural Rules for the Board of Supervisors Meetings" of the Company, and in accordance with the work arrangement of the Board of Supervisors, the Board of Supervisors convened its regular meetings in a timely manner, at which it considered and approved proposals in relation to the Company's financial reports, periodic reports, internal control and risk management, etc. In 2023, the Board of Supervisors held five meetings in total, at which the Supervisors earnestly expressed their views, actively participated in discussions and diligently discharged their duties, thereby providing valuable advice for the business development of the Company. Supervisors who were unable to attend any meeting of the Board of Supervisors authorised other Supervisors to attend and vote at the meeting on their behalf. The number of meetings attended in person includes meetings attended on-site and by way of telephone or video conference. 222 2. 1. Annual Report 2023 | Corporate Governance During the Reporting Period, there was no change in the total number of shares and the share capital structure of the Company. ISSUE AND LISTING OF SECURITIES As at the end of the Reporting Period, the Company had not issued any securities in the last three years. During the Reporting Period, there was no change in the total number of shares and the share structure of the Company due to bonus issues or placings, nor were there any internal employees' shares. 25.92% 7,327,523,802 +1,830,411 Overseas legal person HKSCC Nominees Limited 68.37% 19,323,530,000 State-owned legal person In 2023, the gross written premiums received from the Company's five largest customers accounted for less than 5% of the Company's gross written premiums for the year. There is no related party of the Company among the five largest customers. Period Increase/ Number of shares held as at the end of the Reporting Percentage of shareholding Nature of shareholder Name of shareholder pledged or frozen of shares Number Unit: Shares to selling restrictions shares subject Number of Reporting Period decrease during the No. of H Share shareholders: 24,280 No. of A Share shareholders: 99,815 Total number of ordinary share shareholders as at the end of the month prior to the disclosure of the annual report Particulars of Top Ten Shareholders of the Company the end of the Reporting No. of H Share shareholders: Period 24,368 Total number of ordinary No. of A Share shareholders: share shareholders as at 107,594 Total Number of Shareholders and their Shareholdings INFORMATION ON SHAREHOLDERS AND EFFECTIVE CONTROLLER Notes: Hu Zhijun China Life Insurance (Group) Company 2/2 The Board of Supervisors consists of Non-employee Representative Supervisors, such as shareholder representatives, and Employee Representative Supervisors, of which the Employee Representative Supervisors shall not be less than one-third of the Board of Supervisors. Non-employee Representative Supervisors, such as shareholder representatives, shall be elected and removed by a shareholders' general meeting while Employee Representative Supervisors shall be elected and removed by employees of the Company in a democratic manner. Pursuant to the Company Law and the Articles of Association, the Company has established a Board of Supervisors. The Board of Supervisors performs the following duties in accordance with the Company Law, the Articles of Association and the "Procedural Rules for the Board of Supervisors Meetings": to examine the finances of the Company; to monitor whether the Directors, President, Vice Presidents and other senior management of the Company have acted in contravention of laws, regulations, the Articles of Association and resolutions of the shareholders' general meetings when discharging their duties; to review the financial information of the Company such as financial reports, results reports and profit distribution plans to be approved by the Board; to propose the convening of extraordinary shareholders' general meetings, to propose resolutions at shareholders' general meetings and to perform any other duties under the laws, regulations and regulatory rules of the Company's listed jurisdictions. Mr. Lai Jun, Mr. Cao Weiqing, Mr. Niu Kailong, Ms. Ye Yinglan From left to right: REPORT OF THE BOARD OF SUPERVISORS Annual Report 2023 | Corporate Governance 51 27 March 2024 By Order of the Board Bai Tao Chairman 64.73 Total consultation services) 0.55 Non-audit services fee (tax services and 4.00 Including: Internal control audit fee procedures fee 64.18 Fees RMB million Audit, review and agreed-upon Service/Nature The Company is taking active actions to proceed with the selection and appointment of its auditors for the year 2024, and investors are advised to pay attention to the announcements made by the Company in its listed jurisdictions for the further development in this regard. The remuneration paid by the Company to PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers in 2023 increased by 25.5% year on year from 2022. The increase of the audit fee was attributable to the increased audit workload as the Company continued to implement the former standards on insurance contracts and financial instruments under ASBE, and adopted the new standards on insurance contracts and financial instruments for the first year for the preparation and disclosure of financial reports and related information under IFRSS in 2023. Remuneration paid by the Company to PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers in 2023 was as follows: Remuneration paid by the Company to the auditors is subject to the approval at the shareholders' general meeting, pursuant to which the Board is authorised to determine the amount and make payment. Audit fees paid by the Company to the auditors will not affect the independence of the auditors. AUDITORS 50 Annual Report 2023 | Corporate Governance Based on the information publicly available to the Company and within the knowledge of the Directors as at the latest practicable date (27 March 2024), not less than 25% of the issued share capital of the Company (being the minimum public float applicable to the shares of the Company) was held in public hands. of meetings required to attend 0/2 0/2 The Board of Supervisors is accountable to the shareholders and reports its work to the shareholders' general meeting according to relevant laws. It is also responsible for appraising the Company's operations, financial reports, connected transactions and internal control, etc. during the Reporting Period. Meetings of the Board of Supervisors are convened by the Chairman of the Board of Supervisors. According to the Articles of Association, the Company formulated the "Procedural Rules for the Board of Supervisors Meetings" and established protocols for the Board of Supervisors meetings. Board of Supervisors meetings are categorised as regular or ad-hoc meetings in accordance with the degree of pre-planning involved. There are at least three regular meetings each year, mainly to adopt and review financial reports and periodic reports, and examine the financial condition and internal control of the Company. Ad-hoc meetings are convened when necessary. As considered and approved by the shareholders at the 2022 Annual General Meeting of the Company, PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers have been appointed as the domestic and overseas auditors of the Company for the year 2023, who will hold office until the conclusion of the 2023 Annual General Meeting. PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers have been serving as the Company's auditors for three consecutive years. 52 Annual Report 2023 | Corporate Governance Currently, the seventh session of the Board of Supervisors of the Company comprises Mr. Cao Weiqing, Mr. Niu Kailong, Mr. Lai Jun and Ms. Ye Yinglan, with Mr. Cao Weiqing acting as the Chairman of the Board of Supervisors. Mr. Niu Kailong is a Non-employee Representative Supervisor, whereas Mr. Cao Weiqing, Mr. Lai Jun and Ms. Ye Yinglan are Employee Representative Supervisors. In June 2023, Ms. Wang Xiaoqing and Ms. Hu Zhijun resigned from their positions as Supervisors of the Company, respectively, due to the adjustment of work arrangements. Wang Xiaoqing Name of Supervisor meetings attended meetings attended Number of in person/Number by proxies/Number Number of Attendance records of the resigned Supervisors at the meetings of the Board of Supervisors are as follows: 1/3 2/3 Ye Yinglan 1/5 of meetings required to attend Lai Jun MEETINGS AND ATTENDANCE 4/5 During the Reporting Period, five meetings were held by the Board of Supervisors of the Company. Attendance records of individual Supervisors are as follows: Number of Number of meetings attended in person/Number by proxies/Number of meetings required to attend 0/5 2/2 Name of Supervisor meetings attended Cao Weiqing of meetings required to attend 5/5 Niu Kailong 5/5 0/5 No adjustment of work arrangements Resigned due to the arrangements adjustment of work 14.24 36.12 December 2021-August 2023 October 1969 Male Person in Charge of Audit 50.36 Resigned due to the November 1971 Person in Charge of Finance Female February 2023 March 2024 70.74 26.33 Yes adjustment of work arrangements Total 388.58 130.49 519.07 Liu Fengji Notes: 1. Hu Jin 97.07 163.68 1 July 2019-June 2023 2. 62.65 20.27 82.92 No reasons Resigned due to the Yang Hong Vice President Female February 1967 No July 2019 March 2024 38.38 No adjustment of work arrangements Assistant to the President Zhang Di Chief Investment Officer Female January 1968 December 2021 January 2023 January 2022 - January 2023 Resigned due to the 1 125.30 3. Mr. Cao became the Chairman of the Board of Supervisors of the Company in November 2022. He has been a member and the Deputy Secretary of the Party Committee of the Company since 2022. He successively served as the Secretary of the Discipline Inspection Committee, the Chairman of the Board of Supervisors and a Vice President of China Life Asset Management Company Limited from 2016 to 2022. He served as the Deputy General Manager (at the general manager level of the provincial branches) of Hebei Branch of the Company from 2014 to 2016, and concurrently acted as the Secretary of the Discipline Inspection Committee and the Chairman of the Labour Union of such branch. From 2002 to 2014, he successively served as the Deputy General Manager of the Personnel Department of China Life Insurance Company, as well as the Deputy General Manager and General Manager of the Strategic Planning Department and the General Manager of the Equity Management Department of China Life Insurance (Group) Company. Mr. Cao graduated from Nankai University with a master's degree in economics, and is a senior economist. None of the resigned or retired Directors, Supervisors and senior management of the Company held any shares of the Company during the Reporting Period. Mr. Niu became a Supervisor of the Company in October 2021. He has been the General Manager and the President of the Strategic Planning Department (General Office for Deepening Reforms)/Office of the Board of Directors/China Life Institute of Finance of China Life Insurance (Group) Company since December 2022. Mr. Niu successively served as the Person in Charge of the Strategy and Investment Management Department of China Life Healthcare Investment Company Limited, the Deputy General Manager (responsible for daily operations) of the Strategic Planning Department of China Life Insurance (Group) Company, and the General Manager of the Strategic Planning Department/Office of the Board of Directors (in preparation) and the President of China Life Institute of Finance of China Life Insurance (Group) Company from June 2020 to December 2022. He successively served as the Deputy General Manager of the Strategic Planning Department of The People's Insurance Company (Group) of China Limited, as well as a Supervisor, the Deputy General Manager (responsible for daily operations) of the Strategic Planning Department, and the Deputy General Manager (responsible for daily operations) of the Strategic Planning Department/Office of the Board of Directors of PICC Reinsurance Company Limited from April 2017 to June 2020. Mr. Niu graduated from Nankai University with a doctoral degree in finance. He is an associate researcher (social science) and senior economist. Annual Report 2023 | Corporate Governance 65 Mr. Lai Jun, born in 1964, Chinese Mr. Lai became a Supervisor of the Company in October 2021. He is the General Manager of the Human Resources Department of the Company. Mr. Lai joined the Company in 1984, and successively served as the Deputy General Manager and the Secretary of the Discipline Inspection Committee of Xinjiang Branch of the Company, the Person in Charge, the Deputy General Manager (responsible for daily operations) and the General Manager of Hainan Branch, as well as the General Manager of Xinjiang Branch of the Company from 2002 to 2021. Mr. Lai graduated from Party School of the Central Committee of CPC, majoring in economics and management, and is a senior economist. Ms. Ye Yinglan, born in 1974, Chinese Ms. Ye became a Supervisor of the Company in June 2023. She has been the General Manager of the Integrated Finance Department of the Company since June 2023 and concurrently served as the General Manager of the Asset Management Department of the Company since November 2023. Ms. Ye joined the Company in 1999 and successively served as an Assistant to the General Manager and the Deputy General Manager of the Finance Department, the Deputy General Manager, the Deputy General Manager (responsible for daily operations) and the General Manager of the Finance Management Department, and the General Manager of the Fund Sales Management Department of the Company from 2009 to 2023. Ms. Ye graduated from Wuhan University with a doctoral degree in economics. 66 Annual Report 2023 | Corporate Governance SENIOR MANAGEMENT Mr. Li Mingguang, please see the section "Directors" for his personal profile. Ms. Liu Hui, born in 1970, Chinese Mr. Niu Kailong, born in 1974, Chinese Ms. Liu became a Vice President of the Company in July 2023. She has been the Chief Investment Officer of the Company since December 2023. She has been a Director of the China Guangfa Bank Co., Ltd. since January 2024, a Director of China Life Asset Management Company Limited since August 2023, and a Director of China Life Franklin Asset Management Company Limited since April 2023. She was a Director of Wonders Information Co., Ltd. from July 2023 to January 2024. From 2014 to 2022, Ms. Liu successively served as a Vice President of China Life Investment Holding Company Limited, and an Executive Director and a Vice President of China Life Investment Management Company Limited, and concurrently served as an Executive Director and a Vice President of Sino-Ocean Group Holding Limited, the President and Chairman of China Life Capital Investment Company Limited, and an Executive Director and the General Manager of China Life Real Estate Co., Limited. She served as the General Manager of the Investment Management Department of the Company from 2009 to 2014, and successively acted as an Assistant to the General Manager of the Enterprise Annuity Department, the Deputy General Manager of the Pension and Institutional Business Department and the General Manager of the Transaction Management Department of China Life Asset Management Company Limited from 2005 to 2009. She worked at the Head Office of China Construction Bank from 1992 to 2005. Ms. Liu successively obtained a bachelor's degree in economics from Renmin University of China and a master's degree in business administration from Tsinghua University, and is a senior economist. Mr. Ruan became a Vice President of the Company in April 2018. He has been the Chief Risk Officer of the Company since December 2022, and the Chief Network Security Officer of the Company since March 2024. Mr. Ruan has been the temporary Person in Charge and a Director of China Life Ecommerce Company Limited since January 2024 and May 2023, respectively. He has been the Chairman of Wonders Information Co., Ltd. since July 2023. He successively served as the General Manager (at the general manager level of the provincial branches) of the Information Technology Department and the Chief Information Technology Officer of the Company from 2016 to 2018. Mr. Ruan served as the General Manager of China Life Data Center and the General Manager (at the general manager level of the provincial branches) of the Information Technology Department of the Company from 2014 to 2016, and the Deputy General Manager and the General Manager of the Information Technology Department of the Company from 2004 to 2014. He successively served as the Deputy Division Chief of the Computer Division, the Deputy Manager (responsible for daily operations) and the Manager of the Information Technology Department of Fujian Branch of the Company from 2000 to 2004. Mr. Ruan graduated from Beijing Institute of Posts and Telecommunications in August 1987, majoring in computer science and communications with a bachelor's degree in engineering, and from Xiamen University with a master's degree in business administration for senior management (EMBA) in December 2007, and is a senior engineer. Annual Report 2023 | Corporate Governance 67 Mr. Zhao Guodong, born in 1967, Chinese Mr. Zhao became a Vice President of the Company in August 2023. He has been the Board Secretary of the Company since February 2023. He was an Assistant to the President of the Company from October 2019 to July 2023. He successively served as the Deputy General Manager (responsible for daily operations) and the General Manager of Chongqing Branch, the General Manager of Hunan Branch and the General Manager of Jiangsu Branch of the Company from 2016 to 2022, the Deputy General Manager of each of Fujian Branch and Hunan Branch of the Company from 2007 to 2016, and the Deputy General Manager of Changde Branch and the General Manager of Yiyang Branch in Hunan province of the Company from 2001 to 2007. Mr. Zhao graduated from Hunan Computer School in 1988, majoring in computer software, and from China Central Radio and Television University in 2006, majoring in business administration, and is a principal senior economist. Mr. Bai Kai, born in 1974, Chinese Mr. Bai became a Vice President of the Company in August 2023. He successively served as the Deputy General Manager, the Deputy General Manager (responsible for daily operations) and the General Manager of Hubei Branch, and an Assistant to the President of the Company from 2017 to 2023, and the General Manager of Huanggang Branch in Hubei province and the Deputy General Manager of Qingdao Branch of the Company from 2011 to 2017. Mr. Bai graduated from Party School of the CPC Hubei Provincial Committee, majoring in economics and management, and was a postgraduate. Mr. Xu Chongmiao, born in 1969, Chinese Mr. Xu became the Compliance Officer of the Company in July 2018. He has been the General Manager of the Legal and Compliance Department and the Legal Officer of the Company since September 2014. From 2006 to 2014, he successively served as the Deputy General Manager of the Legal Affairs Department, the Deputy General Manager of the Legal and Compliance Department and the Legal Officer at the general manager level of the Company. From 2000 to 2006, he successively served as the Deputy Division Chief of the Regulations Division of the Development and Research Department and a senior regulations researcher of the Legal Affairs Department of the Company. Mr. Xu graduated from Fudan University in August 1991, majoring in economic law with a bachelor's degree in law, and from Renmin University of China in July 1996 and July 2005, respectively, majoring in economic law with master's and doctoral degrees in law. Mr. Xu is admitted as a lawyer and certified public accountant in the PRC. 68 Annual Report 2023 | Corporate Governance 42.00 April 1968 Mr. Ruan Qi, born in 1966, Chinese 4. Mr. Cao Weiqing, born in 1965, Chinese Annual Report 2023 | Corporate Governance This table sets out the information of Directors, Supervisors and senior management who resigned or retired during the period from the beginning of the Reporting Period to the date of this report. The emoluments are calculated based on the terms of office of the resigned and retired Directors, Supervisors and senior management during the Reporting Period. According to the requirements of the relevant remuneration policies of the Company, the final amount of emoluments of the resigned and retired Directors, Supervisors and senior management of the Company is currently subject to review and approval. The result of the review will be disclosed when the final amount is confirmed. Annual Report 2023 | Corporate Governance 61 Personal Profile of Current Directors, Supervisors, Senior Management and Company Secretary DIRECTORS Mr. Bai Tao, born in 1963, Chinese Mr. Bai became the Chairman of the Board of Directors of the Company in May 2022. He has been the Secretary of the Party Committee of China Life Insurance (Group) Company since January 2022 and the Chairman of China Life Insurance (Group) Company since March 2022. From 2016 to 2022, he served as a member of the Party Committee and the Deputy General Manager of China Investment Corporation, the Deputy Secretary of the Party Committee, the Vice Chairman, the President and an Executive Director of The People's Insurance Company (Group) of China Limited, and the Chairman and the Secretary of the Leading Party Members' Group of State Development & Investment Corp., Ltd. Mr. Bai graduated from Renmin University of China with a doctoral degree in economics, and is a senior economist. Mr. Li Mingguang, born in 1969, Chinese Mr. Li became an Executive Director of the Company in August 2019. He has been the Secretary of the Party Committee of the Company since July 2023 and the President of the Company since November 2023. He has been a member of the Party Committee and a Vice President of China Life Insurance (Group) Company since April 2023 and November 2023, respectively. He has been the Chairman of China Life Investment Management Company Limited since July 2023. Mr. Li joined the Company in 1996 and successively served as the Responsible Actuary, the General Manager of the Actuarial Department, the Chief Actuary, the Board Secretary, a Vice President and the temporary Person in Charge of the Company. He graduated from Shanghai Jiaotong University with a bachelor's degree in 1991, Central University of Finance and Economics with a master's degree in 1996 and Tsinghua University with an EMBA in 2010. Mr. Li is a Fellow of the China Association of Actuaries (FCAA) and a Fellow of the Institute and Faculty of Actuaries (FIA). He was the Chairman of the first session of the China Actuarial Working Committee and the Secretary-general of both the first and the second sessions of the China Association of Actuaries. He is currently the Vice Chairman of the China Association of Actuaries. Mr. Li receives a special government allowance from the State Council. Mr. Wang Junhui, born in 1971, Chinese Mr. Wang became a Non-executive Director of the Company in August 2019. He has been the Chairman of China Life Pension Company Limited since November 2023 and the Chief Investment Officer of China Life Insurance (Group) Company since August 2016. He has been the Chairman of China Life AMP Asset Management Company Limited since December 2016 and a Director of China United Network Communications Limited since March 2021. From 2004 to 2023, he successively served as an Assistant to the President, a Vice President and the President of China Life Asset Management Company Limited, and the President of China Life Investment Holding Company Limited. Mr. Wang graduated from the School of Computer Science of Beijing University of Technology with a bachelor's degree in software in 1995 and from Chinese Academy of Fiscal Sciences of the Ministry of Finance of the PRC with a doctoral degree in finance in 2008, and is a senior economist. SUPERVISORS 62 Ms. Zhuo Meijuan, born in 1964, Chinese Ms. Zhuo became a Non-executive Director of the Company in June 2023. She is the Senior Director of the Strategic Planning Department (General Office for Deepening Reforms)/Office of the Board of Directors/China Life Institute of Finance of China Life Insurance (Group) Company. From 2016 to 2023, she served as the Deputy General Manager (at the department general manager level) and General Manager of the Business Management Department of China Life Insurance (Group) Company. She served as the Secretary of the Discipline Inspection Committee and the Deputy General Manager (at the department general manager level of the head office) of Tianjin Branch of the Company from 2013 to 2016, and the Deputy General Manager of the Business Management Department of China Life Insurance (Group) Company from 2006 to 2013. Ms. Zhuo successively graduated from Fujian Agricultural College and the Open University of Hong Kong with a master's degree in business administration, and is a senior economist. Mr. Lam Chi Kuen, born in 1953, Chinese Mr. Lam became an Independent Director of the Company in June 2021. He is currently an Independent Non-executive Director of each of China Cinda Asset Management Co., Ltd. and Luks Group (Vietnam Holdings) Company Limited. He served as an Independent Non-executive Director of China Pacific Insurance (Group) Co., Ltd. from 2013 to 2019. Mr. Lam, a practicing certified public accountant in Hong Kong for approximately 35 years, was a partner and senior consultant of Ernst & Young from 1992 to 2013 and has extensive experience in accounting, auditing and financial management. Mr. Lam received a Higher Diploma in Accounting from the Hong Kong Polytechnic College (the current Hong Kong Polytechnic University). He is a member of the Hong Kong Institute of Certified Public Accountants and a senior member of the Association of Chartered Certified Accountants. Mr. Zhai Haitao, born in 1969, Chinese Mr. Zhai became an Independent Director of the Company in October 2021. He is the President and Founding Partner of Primavera Capital Group, and an Independent Non-executive Director of each of China Everbright Environment Group Limited and China Everbright Water Limited. From 2000 to 2009, Mr. Zhai worked at and held various positions in Goldman Sachs Group, including the Managing Director, the Chief Representative of its Beijing Office, the Director of the Strategic Cooperation Office between Goldman Sachs Group and Industrial and Commercial Bank of China, and the Credit Rating Consultant of the Ministry of Finance of the PRC and China Development Bank. From 1995 to 1998, he was the Deputy Representative of the People's Bank of China Representative Office for the Americas based in New York. From 1990 to 1995, Mr. Zhai worked at the International Department of the People's Bank of China. Mr. Zhai holds a master's degree in international affairs from Columbia University, a master's degree in business administration from New York University and a bachelor's degree in economics from Peking University. Annual Report 2023 | Corporate Governance 63 Mr. Huang Yiping, born in 1964, Chinese Mr. Huang became an Independent Director of the Company in July 2022. He is the Dean of the National School of Development, Boya Chair Professor, and the Director of the Institute of Digital Finance of Peking University. Currently, Mr. Huang also concurrently serves as a contract research fellow of the Counsellors' Office of The People's Bank of China, an Executive Director and the Deputy Secretary-general of the China Society for Finance and Banking, a member of each of China Finance 40 Forum and Chinese Economists 50 Forum, and the Deputy Editor in Chief of Asian Economic Policy Review. Mr. Huang has been an Independent Director of Ant Group Co., Ltd. since August 2020. He served as a member of the Monetary Policy Committee of The People's Bank of China from June 2015 to June 2018, the Managing Director of the Emerging Market Headquarters/the Chief Economist of Asian Emerging Markets of Barclays Capital Asia from August 2011 to June 2013, the Managing Director/the Chief Economist of the Asia- Pacific region of Citigroup Inc. from May 2000 to February 2009, and a senior lecturer and the Director of China's economic projects of The Australian National University from August 1993 to April 2000. Mr. Huang obtained a master's degree in economics from Renmin University of China and a doctoral degree in economics from The Australian National University. Ms. Chen Jie, born in 1970, Chinese Ms. Chen became an Independent Director of the Company in July 2022. She is the Director and a researcher of the Commercial Law Research Unit of the Institute of Law, a professor and doctoral tutor of Chinese Academy of Social Sciences. She is a member of the Chinese Legal System Committee of China Democratic League, as well as the Vice Chairman of China Business Law Society, an Executive Director of each of the Institute of Commercial Law and the Institute of Securities Law of China Law Society, and a Director of the Institute of Insurance Law of China Law Society. Ms. Chen is also a member of the Appeal Review Committee of Shenzhen Stock Exchange, a member of the Expert Advisory Committee of Beijing Financial Court, and an arbitrator of each of Beijing Arbitration Commission/Beijing International Arbitration Center, Shenzhen Court of International Arbitration, China International Economic and Trade Arbitration Commission, Shanghai International Economic and Trade Arbitration Commission and Shanghai Arbitration Commission. Ms. Chen has been an Independent Director of Deppon Logistics Co., Ltd. since October 2022. She served as an Independent Director of Central China Land Media Co., Ltd. from December 2010 to April 2017, an Independent Director of BOMESC Offshore Engineering Company Limited from January 2016 to January 2019, and an Independent Director of Sino Geophysical Co., Ltd. from November 2015 to November 2021. Ms. Chen obtained a bachelor's degree in law from East China College of Political Science and Law, a master's and doctoral degrees in law from Peking University, and a post-doctoral qualification from the Institute of Law of Chinese Academy of Social Sciences. 64 Annual Report 2023 | Corporate Governance Male 0 Resigned due to personal 9.83 3.58 6.25 Since November 2023 July 1971 Person in Charge of Audit Female Hu Zhijun No 126.94 30.93 96.01 Since July 2018 October 1969 Male Xu Chongmiao Compliance Officer No 153.58 No 38.72 Hou Jin Female 42.00 No Chen Jie Independent Director Female April 1970 Since 13 July 2022 February 1978 Female Temporary Person in Charge of Finance Yuan Ying No 8.71 3.42 5.29 Since November 2023 January 1980 Chief Actuary 42.00 114.86 June 1974 enterprise in RMB the Company Period in RMB ten thousands the Reporting paid in RMB Term Date of birth Gender Position Name emolument Remuneration the Company fund and received annuity fund paid by Since August 2023 ten thousands (before tax) parties of Male Vice President Bai Kai Board Secretary since February 2023 Board Secretary No 153.12 38.26 114.86 Appointed as a Vice President since August 2023, November 1967 Male Zhao Guodong Vice President ten thousands during the Company from connected Since 13 July 2022 March 1964 Independent Director Non-executive Director Zhuo Meijuan Yes Since 16 August 2019 July 1971 Male Vice President Non-executive Director Wang Junhui Yes 55.22 13.45 41.77 since 16 August 2019, President since November 2023 President July 1969 Male Female Li Mingguang July 1964 Yes 42.00 42.00 Since 14 October 2021 January 1969 Male Independent Director Zhai Haitao No NNO 42.00 0 42.00 Since 29 June 2021 April 1953 Male Independent Director Lam Chi Kuen Since 21 June 2023 Executive Director Appointed as an Executive Director Since 31 May 2022 .. Ye emolument Remuneration the Company fund and received Salary/ received from provident Whether emoluments housing Total Other benefits, social insurance, DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT Current Directors, Supervisors and Senior Management DIRECTORS, SUPERVISORS, SENIOR MANAGEMENT AND EMPLOYEES Yes Huang Yiping Name Position Gender Date of birth Term Executive Director March 1963 Male Bai Tao Chairman of the Board ten thousands (before tax) in RMB ten thousands Salary/ the Company the Company from connected Period in RMB fund paid by the Reporting during enterprise annuity paid in RMB ten thousands parties of received from Male Whether 45.23 October 1965 Female 27 December 2019 Employee Representative Supervisor Wang Xiaoqing Resigned due to the October 2022-August 2023 President adjustment of work Yes -4 August 2023 April 1972 Male Executive Director Zhao Peng Resigned due to the 16.25 28 October 2022 61.48 adjustment of work According to the requirements of the relevant remuneration policies of the Company, the final amount of emoluments of the current Directors, Supervisors and senior management of the Company is currently subject to review and approval. The result of the review will be disclosed when the final amount is confirmed. arrangements arrangements adjustment of work No 63.56 15.02 664 48.54 13 July 2022-29 June 2023 July 1971 Female Employee Representative Supervisor Hu Zhijun Resigned due to the arrangements -21 June 2023 No The positions of the Directors, Supervisors and senior management in this report reflect their positions as at the date of this report. The emoluments are calculated based on their terms of office during the Reporting Period. ten thousands in RMB Whether emoluments Total Other benefits, social insurance, Resigned and Retired Directors, Supervisors and Senior Management 60 Annual Report 2023 | Corporate Governance Due to the adjustment of work arrangements, Mr. Li Mingguang ceased to be the Board Secretary of the Company from 24 February 2023, a Vice President of the Company from May 2023, and the Chief Actuary of the Company from August 2023. Mr. Li Mingguang received remuneration from the Company during the period from January 2023 to April 2023. Ms. Yuan Ying was appointed as the Person in Charge of Finance of the Company at the thirty-sixth meeting of the seventh session of the Board of Directors of the Company and her qualification as the Person in Charge of Finance of the Company is subject to the approval by the NFRA. The Board has designated Ms. Yuan Ying as a temporary Person in Charge of Finance of the Company before the approval on her qualification is obtained. As considered and approved by the twenty-seventh meeting of the seventh session of the Board of of Directors of the Company and upon approval by the NFRA, Ms. Hou Jin served as the Chief Actuary of the Company from 28 November 2023. As considered and approved by the twenty-seventh meeting of the seventh session of the Board of Directors of the Company and upon approval by the NFRA, Ms. Hu Zhijun served as the Person in Charge of Audit of the Company from 28 November 2023. As considered and approved by the eighteenth meeting of the seventh session of the Board of Directors of the Company and upon approval by the NFRA, Mr. Zhao Guodong served as the Board Secretary of the Company from 24 February 2023. As considered and approved by the twenty-seventh meeting of the seventh session of the Board of Directors of the Company, Mr. Zhao Guodong and Mr. Bai Kai served as Vice Presidents of the Company from 4 August 2023. As considered and approved by the thirty-sixth meeting of the seventh session of the Board of Directors of the Company, Mr. Ruan Qi served as the Chief Network Security Officer of the Company from 27 March 2024. provident As considered and approved by the twentieth meeting of the seventh session of the Board of Directors of the Company and upon approval by the NFRA, Ms. Liu Hui served as a Vice President of the Company from 27 July 2023. As considered and approved by the thirty-third meeting of the seventh session of the Board of Directors of the Company, Ms. Liu Hui served as the Chief Investment Officer of the Company from 15 December 2023. As considered and approved by the twenty-seventh meeting of the seventh session of the Board of Directors of the Company and upon approval by the NFRA, Mr. Li Mingguang served as the President of the Company from 10 November 2023. As elected by the tenth extraordinary meeting of the third session of the employee representative meeting of the Company and upon approval by the NFRA, Ms. Ye Yinglan served as an Employee Representative Supervisor of the seventh session of the Board of Supervisors of the Company from 21 June 2023. Name (before tax) Previous position Date of birth parties of the Company ten thousands by the Company Period in RMB thousands annuity fund paid from connected the Reporting Reason for changes emolument Company during and enterprise received received from the housing provident fund Salary/ Remuneration paid in RMB ten Term Gender Zhan Zhong As elected by the Third Extraordinary General Meeting 2022 of the Company and upon approval by the NFRA, Ms. Zhuo Meijuan served as a Non-executive Director of the seventh session of the Board of Directors from 21 June 2023. On 20 July 2023, Ms. Zhuo Meijuan had obtained the legal advice referred to in Rule 3.09D of the Listing Rules, and confirmed that she understood her obligations as a director of the Company. 7. Chief Investment Officer since Chief Investment Officer No 68.00 15.79 52.21 July 2023, Female February 1970 December 2023 Liu Hui Appointed as a Vice President since No 62.18 15.67 46.51 Since 21 June 2023 October 1974 Female Vice President Appointed as a Vice President since Vice President Chief Risk Officer emoluments housing Total social insurance, Other benefits, 59 Annual Report 2023 | Corporate Governance Chief Network Security Officer since March 2024 2022, Chief Network Security Officer No 165.97 40.67 125.30 July 1966 Male Chief Risk Officer since December April 2018, Ruan Qi Employee Representative Supervisor 8. Ye Yinglan 136.54 September 1965 Since 4 November 2022 Male Chairman of the Board of Supervisors Cao Weiqing No 42.00 Since March 2024 Total No 1,000.04 272.55 1,272.59 Notes: 1. None of the current Directors, Supervisors and senior management of the Company held any shares of the Company during the Reporting Period. 2. According to the "Procedural Rules for the Board Meetings of China Life Insurance Company Limited", Directors of the Company serve for a term of three years and may be re-elected. However, Independent Directors may not serve for more than six years. According to the Articles of Association, Supervisors of the Company serve for a term of three years and may be re-elected. 3. 4. 5. 6. 126.79 No 37.71 No Non-employee Niu Kailong Male September 1974 Since 14 October 2021 Yes Representative Supervisor 34.35 102.19 Since 14 October 2021 164.50 May 1964 Lai Jun Employee Representative Supervisor Male 2 Non-executive Director 2 2 Independent Director 2 2 Non-executive Director Risk Management and 2 Shareholders' general meetings convened during the Reporting Period are as follows: 74 Annual Report 2023 | Corporate Governance The shareholders' general meeting, as an organ of the highest authority of the Company, exercises its duties and functions in accordance with relevant laws. Its duties and powers include the election, appointment and removal of Directors and Non-employee Representative Supervisors, review and approval of the reports of the Board of Directors and the Board of Supervisors, review and approval of the annual budget and final accounts of the Company, and any other matters required by the Articles of Association to be approved by way of resolution of the shareholders' general meeting. The Company ensures that all shareholders are equally treated so as to ensure that the rights of all shareholders are protected, including the right of access to information in relation to, and the right to vote in respect of, major matters of the Company. The Company has the ability to operate and manage its business autonomously, and is separate and independent from its controlling shareholder in its business operations, personnel, assets and financial matters. SHAREHOLDERS' GENERAL MEETING During the Reporting Period, the Company was awarded the "Best Practice Case of the Board of Directors' Office of Listed Companies for the Year 2023" by the China Association for Public Companies. It was also awarded, among others, Grade A in the assessment by the SSE of information disclosure of listed companies for the year 2022- 2023, as well as the "Top 50 in the Market Capitalisation List (Full List) of Chinese Listed Companies" and the "Top 5 of the Insurance Industry" by Wind. The Company has applied the principles of the Corporate Governance Code (the "CG Code") as set out in Appendix C1 to the Listing Rules of the HKSE. Save for code provision F.2.2 of Part 2 of the CG Code, the Company has complied with all code provisions of the CG Code during the Reporting Period. Mr. Bai Tao, the Chairman of the Board of Directors of the Company, was unable to attend the 2022 Annual General Meeting of the Company as required by code provision F.2.2 due to other business arrangements. Mr. Zhao Peng, the then Executive Director of the Company, was elected by the Board to preside over the meeting, and communicated with shareholders in an effective manner. The Company has intensified its management of subsidiaries on an ongoing basis to optimise the management mechanism. In 2023, the Company revised the "Measures for the Administration of Non-wholly Owned Subsidiaries and Major Associates" to strengthen its management of performance of duties by the Directors, Supervisors and senior management designated to non-wholly owned subsidiaries and major associates, as well as its support to their duty performance, thereby increasing the Company's management and control of non-wholly owned subsidiaries in corporate governance. The Company has made information disclosure in a timely, open and transparent manner pursuant to the requirements of the listing rules of its listed jurisdictions. The Company has continuously improved its management of investor relations and enriched its communication with investors in both form and substance, thus ensuring that all shareholders enjoy equal rights and have access to information about the Company in an open, fair, true and accurate manner. The Board of Supervisors of the Company has carried out its work and performed its duties in accordance with the Articles of Association and the "Procedural Rules for the Board of Supervisors Meetings". Members of the Board of Supervisors attended the shareholders' general meetings and the Board of Supervisors meetings, participated in the Board meetings and the meetings of the specialised Board committees based on their work allocation, and conducted investigations on local branches to have an in- depth understanding of the implementation of the decisions made by the Board, so as to diligently perform their role of supervision. The Company has actively promoted the development of corporate governance, continuously improved its corporate governance structure and enhanced its scientific decision- making ability. In order to improve the decision-making efficiency of the specialised Board committees, the Board has established five specialised Board committees, i.e. the Audit Committee, the Nomination and Remuneration Committee, the Risk Management and Consumer Rights Protection Committee, the Strategy and Assets and Liabilities Management Committee, and the Connected Transactions Control Committee. These specialised Board committees conduct studies on specific matters, hold meetings both on a regular and an ad-hoc basis, communicate with the management, provide advice and recommendations for the Board's consideration, and deal with matters entrusted or authorised by the Board, for the purposes of improving the Board's efficiency and intensifying the Board's functions. 73 Annual Report 2023 | Corporate Governance In accordance with the regulatory requirements of its listed jurisdictions and the relevant provisions of its Articles of Association, the Company has continuously improved the decision-making mechanism of the Board. The Board is accountable to shareholders of the Company with respect to the assets and resources entrusted to it by the shareholders, and performs its duties on corporate governance. All members of the Board have taken initiatives to look into the Company's affairs and have had a comprehensive understanding of the Company's businesses. They have devoted sufficient time in performing their duties as Directors with due care and in a diligent and efficient manner. By setting up mechanisms including regular reporting of business development strategies and marketing tactics, the management of the Company can periodically report the business operations, development strategies and marketing tactics to the Board, which provides a basis for the Board's decision-making. The Company has set up a corporate governance structure with well-defined duties and responsibilities strictly in accordance with relevant laws, regulations and regulatory requirements, including the Company Law and the Securities Law. The corporate governance structure of the Company generally meets the regulatory requirements of its listed jurisdictions and the relevant provisions. The Company has carried out its corporate governance procedures strictly in accordance with relevant laws, regulations and regulatory requirements, including the Company Law and the Securities Law, as well as the requirements of its Articles of Association and procedural rules. Shareholders' general meeting, Board of Directors and Board of Supervisors of the Company have been functioning independently and coordinately. With the establishment of a corporate governance system with reasonably designed structure, well-developed mechanism, strict rules and regulations, as well as high efficiency in operation as its core objectives, the Company constantly promotes the development of its corporate governance, strictly performs its obligation of information disclosure, enhances its transparency and actively serves the interest of public investors so as to enhance its image and position in the capital market. (Corporate Governance Structure Chart) Department Board Secretary Company Secretary Board of Directors' Office/ Investor Relations Connected Transactions Control Committee Strategy and Assets and Liabilities Management Committee Board of Supervisors Consumer Rights Protection Committee 2 Board of Directors General Meeting Shareholders' Nomination and Remuneration Committee Session of the meeting 1 Date of the meeting 28 June 2023 Executive Director 1 2 Executive Director the year person required to attend for attended in meetings Name of Director Type of Director general Number of Number of shareholders' meetings Attendance records of the current Directors at the shareholders' general meetings convened during the Reporting Period are as follows: Five proposals, including the "Proposal in relation to the Election of Ms. Liu Hui as an Executive Director of the Seventh Session of the Board of Directors of the Company", the "Proposal in relation to Project Huizhi" and the "Proposal in relation to the Issue of Capital Supplementary Bonds by the Company", were considered and approved by a combination of on-site and online voting at the First Extraordinary General Meeting 2023 held in Beijing on 15 December 2023. Eight proposals, including the "Proposal in relation to the Report of the Board of Directors of the Company for the Year 2022", the "Proposal in relation to the Report of the Board of Supervisors of the Company for the Year 2022" and the "Proposal in relation to the Financial Report of the Company for the Year 2022", were considered and approved by a combination of on-site and online voting, and the "Duty Report of the Independent Directors of the Company for the Year 2022" and the "Report on the Overall Status of Connected Transactions of the Company for the Year 2022" were debriefed and reviewed at the 2022 Annual General Meeting held in Beijing on 28 June 2023. 15 December 2023 28 June 2023 Date of publication of resolutions www.hkexnews.hk www.e-chinalife.com www.sse.com.cn www.e-chinalife.com www.sse.com.cn www.hkexnews.hk Index for websites on which resolutions were published 15 December 2023 First Extraordinary General Meeting 2023 2022 Annual General Meeting Independent Director Name of Director Type of Director 2 the seventh session of the Board 25 May 2023 Twenty-fourth meeting of the seventh session of the Board 27 April 2023 Twenty-third meeting of the seventh session of the Board 29 March 2023 Twenty-second meeting of the seventh session of the Board 27 February 2023 Twenty-first meeting of the seventh session of the Board 18 January 2023 Twentieth meeting of Date of the meeting Session of the meeting Board meetings convened during the Reporting Period are as follows: 77 Annual Report 2023 | Corporate Governance The practice of obtaining Board consent through the circulation of written resolutions does not constitute a regular Board meeting. An ad-hoc Board meeting may be convened in urgent situations if requisitioned by any of the following: shareholders representing over one-tenth of voting shares, Directors constituting more than one-third of the total number of Directors, the Board of Supervisors, more than two Independent Directors, the Chairman of the Board or the President of the Company. If the resolution to be considered at such ad-hoc Board meetings has been circulated to all the Directors and more than half of the Directors having voting rights approve such resolution by signing the resolution in writing, the ad-hoc Board meeting need not be physically convened and such resolution in writing shall become an effective resolution. Twenty-fifth meeting of the above requirements. By fully reviewing all the relevant proposals, the Board has confirmed that the information contained in its periodic reports and financial reports is true, accurate and complete and contains no false representations, misleading statements or material omissions, and no event or situation which would have material adverse impacts on the Company's ongoing operation has been found. 28 June 2023 Twenty-sixth meeting of Audit Committee Annual Report 2023 | Corporate Governance 78 Eight proposals, including the "Proposal in relation to the Financial Report of the Company for the First Half of 2023", were considered and approved, and four reports, including the "Report on the Company's Business Operations for the First Half of 2023 and Work Arrangement for the Second Half of 2023", were debriefed. Eight proposals, including the "Proposal in relation to the Nomination of Mr. Li Mingguang as the President of the Company", were considered and approved. One proposal, namely the "Proposal in relation to the Solvency Report of the Company for the Second Quarter of 2023", was considered and approved. Five proposals, including the "Proposal in relation to the 'Capital Planning of the Company for the Years from 2023 to 2025", were considered and approved. Two proposals, including the "Proposal in relation to the 'Stress Test Report on the Company's Solvency for the Year 2022, were considered and approved. Nine proposals, including the "Proposal in relation to the First Quarter Report of the Company for 2023" and the "Proposal in relation to the 'Report of Corporate Governance of the Company for the Year 2022'", were considered and approved, and four reports, including the "Report on the Company's Business Operations for the First Quarter of 2023 and Work Arrangement for the Next Stage", were debriefed. 33 proposals, including the "Proposal in relation to the Financial Report of the Company for the Year 2022", were considered and approved, and eight reports, including the "Report on the Business Operations and Management of the Company for 2022", were debriefed. One proposal, namely the "Proposal in relation to the 'Product Tracing Report of the Company for 2022"'", was considered and approved. Two proposals, including the "Proposal in relation to the Nomination of Ms. Liu Hui as a Vice President of the Company", were considered and approved. Resolutions adopted at the meeting the seventh session of the Board 23 August 2023 Twenty-eighth meeting of the seventh session of the Board 4 August 2023 Twenty-seventh meeting of the seventh session of the Board 25 July 2023 the seventh session of the Board Meetings of the Board are held both on a regular and an ad- hoc basis. Regular meetings are convened at least four times a year for the examination and approval of proposals, such as annual report, interim report, quarterly reports, related financial reports, and major business operations of the year. Meetings are convened by the Chairman of the Board and a notice is given to all Directors 14 days before such meetings. Agendas and related documents are sent to the Directors at least 3 days prior to such meetings. In 2023, all notices, agendas and related documents in respect of such regular Board meetings were sent to Directors in compliance with Hong Kong, China 3 persons Female 2 persons 4 persons attend for person required to attended in meetings meetings general Number of Number of shareholders' Attendance record of the resigned Director at the shareholders' general meetings convened during the Reporting Period is as follows: Zhai Haitao Li Mingguang Wang Junhui Zhuo Meijuan Lam Chi Kuen Bai Tao 2 2 Independent Director Chen Jie 2 2 Independent Director Huang Yiping the year Zhao Peng Executive Director 1 6 persons Male Directors by gender Number of Directors 5 persons Number of Directors Mainland China Directors by location 2 persons 2 persons Number of Directors 2 Executive Director Directors by type 76 Annual Report 2023 | Corporate Governance The Company has developed a well-established procedure for nomination and election of Directors, under which the Board shall, when nominating Directors, consider their professional ability and conduct, and also take into account the requirement for diversity of the Board members. Complementarity among the Board members in aspects including but not limited to gender, age, culture, educational background, professional experience, skills and expertise will be considered in the selection of candidates for Directors. The Company will also take into account factors based on its own business model and specific needs from time to time. The ultimate decision will be based on merit and contribution that the selected candidates will bring to the Board. The Board and the Nomination and Remuneration Committee will from time to time discuss the measurable objective for achieving diversity of the Board. In relation to gender diversity, the Company sets its phased objective for 2024 as having three female Directors to serve on the Board. The above objective of gender diversity is expected to be achieved in the near future. The Company will also continue to take active actions in identifying female Directors and management members. The Company believes that the gender diversity in the Board would bring more inspiration to the Board and enhance the business development of the Company. Currently, the Board of the Company comprises eight members with extensive experience in various fields, such as financial management, macro economy, financial accounting, law and management. The diversified composition of the Board is as follows: In 2023, Independent Directors of the Board of the Company possessed extensive experience in various fields, such as macro economy, financial management, legal compliance, accounting and auditing. The Company also complies with the requirement of the Listing Rules of the HKSE that at least one of its Independent Directors has appropriate professional qualifications or accounting qualifications or related financial management expertise. As required under the Listing Rules of the SSE and the HKSE, the Company has obtained a written confirmation from each of its Independent Directors in respect of their independence. The Company is of the opinion that all of the Independent Directors are independent of the Company and strictly perform their duties as Independent Directors. Pursuant to the Articles of Association, Directors shall be elected at the shareholders' general meeting for a term of three years and may be re-elected on expiry of the three-year term. However, Independent Directors may not serve for more than six years. Currently, the Board of the Company comprises eight members, including two Executive Directors, two Non- executive Directors and four Independent Directors. The number of Independent Directors complies with the minimum requirement of three Independent Directors and the requirement that at least one-third of the Board be represented by Independent Directors under the regulatory rules of the industry and its listed jurisdictions. All members of the Board have devoted sufficient time in dealing with the affairs of the Board and attended the relevant training courses organised by external regulatory authorities and the Company according to regulatory requirements. They have referred to regulatory documents on a regular basis so as to keep themselves informed of the regulatory development in a timely manner. The Company has applied director's liability insurances for its Directors, which provide protection to Directors for liabilities that might arise in the course of their performance of duties according to law and facilitate Directors to fully perform their duties. So far as the Company is aware, no financial, business, family or other material relationship exists among members of the Board of Directors, the Board of Supervisors or the senior management. The Board is the standing decision-making body of the Company and its main duties include: performing the function of corporate governance of the Company, convening shareholders' general meetings, implementing resolutions passed at such meetings, improving the Company's corporate governance policies, approving the Company's development strategies and operation plans, formulating and supervising the Company's financial policies, annual budgets and financial reports, providing an objective evaluation on the Company's operating results in its financial reports and other disclosure documents, dealing with senior management personnel matters, arranging for Directors and senior management to attend various training courses, attaching importance to the enhancement of their professional quality, reviewing the compliance policies of the Company, assessing the internal control systems of the Company and reviewing the compliance by the Company with the CG Code. The day-to-day management and operation of the Company are delegated to the management. The responsibilities of Non-executive Directors and Independent Directors include, without limitation, regularly attending meetings of the Board and the specialised Board committees of which they are members, providing opinions at meetings of the Board and the specialised Board committees, resolving any potential conflict of interest, serving on the Audit Committee, the Nomination and Remuneration Committee and other specialised Board committees, and inspecting, supervising and reporting on the performance of the Company. The Board is accountable to the shareholders of the Company and reports to them. BOARD 75 Annual Report 2023 | Corporate Governance 1 Non-executive Independent Director Director The Company implements good corporate governance policies and strongly believes that through fostering sound corporate governance, further enhancing its transparency and establishing an effective system of accountability, the Company can operate in a more systematic manner, make decisions in a more scientific way, and boost the confidence of investors. Class of education level REPORT OF CORPORATE GOVERNANCE Total Others Other expertise and technicians and customer services 19,341 44,187 4,545 22,559 Insurance verification, claim processing Finance and auditing Sales and sales management Management and administration Number of employees Class of professional composition As at the end of the Reporting Period, the composition of the employees of the Company and its major subsidiaries is as follows: 60 100,000 98,065 1,935 Retired employees of the Company and its major subsidiaries for which extra Icosts have to be incurred Employees in total Master and above major subsidiaries Bachelor Secondary school OVERVIEW OF CORPORATE GOVERNANCE 72 As at 31 December 2023, the Company had approximately 18,300 branches (including branches at the provincial or prefecture level, sub-branches, sales offices and sales & services offices). Branches In 2023, the Company effectively proceeded with the "Party Building Foundation Program" and the "Talent Development Program". Under the classification system and plan for talent training, the Company regularly launched training courses for leading cadres at the headquarters, provincial, municipal and county levels before and during their employment, continued to offer enhanced training programs to young cadres and new employees, and further nourished professional talents from various business lines and sectors. The Company also consistently solidified the foundation for training development, made tremendous efforts to develop a team of full-time and part-time lecturers and a training management team, optimised training methods and approaches through innovation, and strived to enhance training efficiency, which ensured the continuous supply of talents for the high-quality development of the Company. Training Plans The Company has established a remuneration and incentive system with reference to employee's positions, the Company's performance and market conditions. Remuneration Policy for Employees The Company attached great importance to the enhancement of its development and competitiveness arising from the diversity of its employees. As at 31 December 2023, there were five female members in the senior management of the Company, accounting for 50% of the senior management; the percentage of female employees of the Company and its major subsidiaries was 57%. Employee Diversity 100,000 20,582 6,758 69,799 Number of employees 5,783 3,585 100,000 Total Others College diploma Number of employees of the Company's 953 1,908 EMPLOYEES AND BRANCHES Employees China Life Insurance (Group) Company China Life Insurance (Group) Company China Life Insurance (Group) Company Li Mingguang Wang Junhui Bai Tao Name of shareholders Name Positions Held by Current Directors, Supervisors and Senior Management in Shareholders of the Company Mr. Heng is the managing partner of Morison Heng. He holds a Master of Science degree of the Imperial College of Science, Technology and Medicine, the University of London, and is a member of The Hong Kong Institute of Certified Public Accountants and a fellow of The Association of Chartered Certified Accountants. Mr. Heng has over 20 years of experience in accounting and auditing for private and public companies and financial consultancy. He serves as an Independent Non-executive Director of each of Lee & Man Chemical Company Limited, Matrix Holdings Limited, Best Food Holding Company Limited, Trade Go Fintech Limited and Veson Holdings Limited, all of which are listed on the main board of the HKSE, as well as an Independent Non-executive Director of Bacui Technologies International Ltd., which is listed on the Singapore Exchange. Mr. Heng Victor Ja Wei, born in 1977, British COMPANY SECRETARY Annual Report 2023 | Corporate Governance 69 Ms. Yuan Ying, born in 1978, Chinese Ms. Hou became the Chief Actuary of the Company in November 2023. She has been the General Manager of the Actuarial Department of the Company since September 2023 and concurrently served as the General Manager of the Product Department of the Company since November 2023. Ms. Hou successively served as a senior actuary (Grade III), an Assistant to the General Manager and the Deputy General Manager of the Actuarial Department and the temporary Chief Actuary of the Company from 2017 to 2023. Ms. Hou successively graduated from Southwestern University of Finance and Economics and Nankai University, with a bachelor's degree and a master's degree in economics, and is a full member of the China Association of Actuaries and a member of the Society of Actuaries. Ms. Hou Jin, born in 1980, Chinese Ms. Hu became the Person in Charge of Audit of the Company in November 2023. She has been the General Manager of the Audit Department of the Company since October 2022. She was a Supervisor of the Company from July 2022 to June 2023. Ms. Hu joined the Company in 2006 and successively served as an Assistant to the General Manager and the Deputy General Manager of Tianjin Branch, the Deputy General Manager and the Secretary of the Discipline Inspection Committee of Beijing Branch, and the General Manager of the Asset Management Department of the Company from 2009 to October 2022. Prior to joining the Company, she worked at China Packing Import & Export Tianjin Company and other companies. Ms. Hu graduated from Tianjin Institute of Finance and Economics in 1993, majoring in accounting with a bachelor's degree in economics, and from Nankai University in 2006, majoring in corporate management with a master's degree in management. Ms. Hu is admitted as a certified public accountant in the PRC. She is a principal senior accountant and the national leading accounting talent recognised by the Ministry of Finance of the PRC in the first session of its assessment and selection, and was listed in the "Financial Talent Pool" of the Ministry of Finance of the PRC. Ms. Hu Zhijun, born in 1971, Chinese Number of employees of the Company Annual Report 2023 | Corporate Governance Zhuo Meijuan China Life Insurance (Group) Company Ms. Yuan became the temporary Person in Charge of Finance of the Company in March 2024. She has been the Deputy General Manager (responsible for daily operations) of the Finance Department of the Company since December 2023. She successively served as an Assistant to the General Manager of the Accounting Department, and an Assistant to the General Manager and the Deputy General Manager of the Finance Department of the Company from 2018 to 2023. Ms. Yuan graduated from Peking University with a master's degree in management. China Life Insurance (Group) Company Annual Report 2023 | Corporate Governance Niu Kailong 71 Actual payment of remuneration to Directors, Supervisors and senior management: During the Reporting Period, the remuneration actually received by all Directors, Supervisors and senior management (including the resigned and retired Directors, Supervisors and senior management) from the Company totalled RMB17.9166 million. In accordance with the relevant requirements of the measures for the administration of remunerations of the Company, the standard for performance-based bonus (as part of the remuneration) payable to Directors, Supervisors and senior management of the Company in 2023 has not yet been determined. Basis for determination of the remuneration of Directors, Supervisors and senior management: The remuneration of Directors, Supervisors and senior management are determined based on the operating results of the Company and the performance appraisal conducted by the Board of Directors, and in accordance with the measures for the administration of remunerations of the Company. Abstention from voting by Directors during the discussion of their remuneration at Board meetings: The "Proposal in relation to the Remuneration of Directors and Supervisors of the Company for the Year 2022" was considered and approved at the thirty-third meeting of the seventh session of the Board of Directors of the Company. The Board of Directors agreed to submit the proposal to the general meeting for approval, and all Directors abstained from voting during the discussion of their remuneration. Decision-making procedures for the remuneration of Directors, Supervisors and senior management: The remuneration of Directors and Supervisors are approved by shareholders at general meetings, whereas the remuneration of senior management is approved by the Board of Directors. Remuneration of Directors, Supervisors and Senior Management Since December 2022 Specific recommendations given by the Nomination and Remuneration Committee with respect to the remuneration of Directors, Supervisors and senior management: The "Proposal in relation to the Remuneration of Directors and Supervisors of the Company" and the "Proposal in relation to the Remuneration of Senior Management of the Company" were considered and approved at the ninth meeting of the Nomination and Remuneration Committee of the seventh session of the Board of Directors of the Company. Having been fully reviewed by the Directors present at the meeting, the Nomination and Remuneration Committee unanimously approved the proposals and agreed to submit the same to the Board of Directors for review. Since November 2023 Since August 2016 70 Annual Report 2023 | Corporate Governance Since March 2022 Term Chief Investment Officer Senior Director of the Strategic Planning Department (General Office for Deepening Reforms)/ Office of the Board of Directors/ China Life Institute of Finance General Manager and President of the Strategic Planning Department (General Office for Deepening Reforms)/Office of the Board of Directors/China Life Institute of Finance Since September 2023 Position Chairman Vice President 5/5 Independent Director, member of the Audit Committee of the seventh session of the Board 0/5 5/5 Number of meetings attended in person/Number of meetings required to attend Independent Director, Chairman of the Audit Committee of the seventh session of the Board Chen Jie 0/5 Lam Chi Kuen Zhai Haitao Number of meetings attended by proxies/Number of meetings required to attend Independent Director, member of the Audit Committee of the seventh session of the Board Meetings convened 0/5 96 Note: The number of meetings attended in person includes meetings attended on-site and by way of telephone or video conference. Annual Report 2023 | Corporate Governance 83 The meetings convened are as follows: 28 March 2023 Eighth meeting of the Audit Committee of the seventh session of the Board 26 April 2023 Ninth meeting of the Audit Committee of the seventh session of the Board 22 August 2023 Position Tenth meeting of the Audit Committee of the seventh session of the Board 5/5 Name of member Communications between Independent Directors and All Parties of the Company Meetings and Attendance 25 October 2023 7 3 3 1 0 Note: Directors who were unable to attend any meeting of the Board authorised other Directors to attend and vote at the meeting on their behalf. 80 Annual Report 2023 | Corporate Governance Performance of Duties by Independent Directors Currently, a total of four Independent Directors serve on the Board of the Company, accounting for over one-third of the total number of members of the Board and being in line with the the requirements of relevant laws and regulations, as well as the Articles of Association. These four Independent Directors possess extensive experience in various fields, such as macro economy, financial management, legal compliance, accounting and auditing, and serve as the Chairmen/Chairpersons of the specialised Board committees. Other than receiving their remuneration as Independent Directors of the Company, they do not I have any business or financial interest in the Company and its subsidiaries, nor hold any management positions in the Company. The Company has received annual confirmation letters for self-inspection from each of the Independent Directors to confirm their independence and, after the assessment of the Board, considered them to satisfy the criteria for independent directors and the requirements of independence under the regulatory rules of the Company's listed jurisdictions. Attendance of Meetings by Independent Directors All Independent Directors diligently fulfilled their responsibilities by attending meetings of the Board and the specialised Board committees convened in 2023, actively participating in discussions and providing guiding opinions on the proposals considered and discussed at the meetings, and seriously examining and approving such matters as connected transactions, nomination of Directors and senior management and their remunerations, annual profit distribution plan, internal control assessment, changes in accounting estimates and appointment of external auditors, thus expressing their independent opinions in an objective and fair manner. The Independent Directors were engaged in the work of specialised Board committees, providing professional advice in respect of major decisions of the Company. They listened to the reports from relevant personnel, kept abreast of the daily operations and any possible operational risks of the Company in a timely manner, and expressed their opinions and exercised their functions and powers at Board meetings, thus playing a vital role in the decision-making of the Board. In 2023, the Independent Directors of the Company gave their consent to the matters resolved by the Board and the specialised Board committees of the Company. In 2023, Independent Directors of the Company held a separate special meeting with the Chairman of the Board, during which the Independent Directors put forward their own views and opinions on various aspects such as the macro- environment, business development, and risk management, etc., and gave advice and recommendations on matters including the high-quality development, innovation in business model, and investment management of the Company. The Company attached great importance to opinions and advice from Independent Directors, timely submitted the concerns, opinions and advice of the Independent Directors to the management of the Company and its relevant functional departments, adopted their opinions and advice after careful deliberation and discussion by various departments, and promptly gave feedbacks to Independent Directors in relation to the adoption and implementation thereof. Investigation and Research by Independent Directors and the Trainings for Them During the Reporting Period, five meetings were held by the Audit Committee of the Board of the Company. Attendance records of individual members are as follows: In 2023, the Independent Directors of the Company took part in two investigation and research activities in relation to China Life Science Park and the customer experience center of Beijing Branch in Zhichun Road, respectively, and conducted physical inspection, investigation and research on the two segments of technology and operations of the Company, for the purpose of further understanding of the "Technology-driven China Life" and the business operations and management of the Company. In addition, the Independent Directors listened to two special reports on the "development trends of the life insurance industry and the strategy of the Company" and the "investment management of the Company", enhancing their understanding of insurance business and the development trends of the industry. Annual Report 2023 | Corporate Governance 81 Performance of Other Duties In 2023, the Independent Directors of the Company seriously listened to the issues that overseas and domestic investors were concerned about from results briefings, ensuring the communication and exchange of opinions with small- and medium-sized shareholders. There were no obstacles encountered by the four Independent Directors of the Company during their performance of duties. In 2023, the Company provided various materials to Independent Directors, which facilitated them to comprehend information associated with the insurance industry. Independent Directors have access to adequate resources and may obtain external professional advice to ensure the performance of their duties. All Independent Directors obtained information relating to the operation and management of the Company through various channels, which therefore formed the basis of their scientific and prudent decisions. The Company believes that the composition of the Board of Directors of the Company (including the number and proportion of Independent Directors) and the above mechanism for the performance of duties by Independent Directors can ensure that independent views and input are available to the Board of Directors. CHAIRMAN AND PRESIDENT As at the date of this report, Mr. Bai Tao is the Chairman of the Board of the Company. The Chairman of the Board is the legal representative of the Company, primarily responsible for convening and presiding over Board meetings, ensuring the implementation of Board resolutions, attending annual general meetings and arranging attendance by Chairmen/ Chairpersons of Board committees to answer questions raised by shareholders, signing securities issued by the Company and other important documents, providing leadership for the Board to ensure that the Board works effectively and performs its responsibilities, encouraging all Directors to make a full and active contribution to the Board's affairs, and promoting a culture of openness and debate. The Chairman of the Board is accountable to and reports to the Board. As at the date of this report, Mr. Li Mingguang is the President of the Company. The President is responsible for the day-to-day operations of the Company, mainly including implementing strategies, policies, operation plans and investment schemes approved by the Board, formulating the Company's internal management structure and fundamental management systems, drawing up basic rules and regulations of the Company, submitting to the Board any requests for appointment or removal of senior management and exercising other rights granted to him under the Articles of Association and by the Board. The President is fully accountable to the Board for the operations of the Company. BOARD OF SUPERVISORS The composition of the Board of Supervisors and the profile of each Supervisor are set forth in the section headed "Directors, Supervisors, Senior Management and Employees" of this report, and the details of the duty performance of the Board of Supervisors are set forth in the section headed "Report of the Board of Supervisors". 82 Annual Report 2023 | Corporate Governance AUDIT COMMITTEE The Company established its Audit Committee on 30 June 2003. In 2023, the Audit Committee comprised only Independent Directors. Currently, the Audit Committee of the seventh session of the Board of the Company comprises Mr. Lam Chi Kuen, Mr. Zhai Haitao and Ms. Chen Jie, all being Independent Directors, with Mr. Lam Chi Kuen acting as the Chairman. All members of the Audit Committee have extensive experience in financial matters. The principal duties of the Audit Committee are to review and supervise the preparation of the Company's financial reports, assess the effectiveness of the Company's internal control system, supervise the Company's internal audit system and its implementation, and recommend the engagement or replacement of external auditors and other tasks in relation to internal and external audits. The Audit Committee is also responsible for communications between the internal and external auditors and the establishment of the internal whistleblowing mechanism of the Company. In the meanwhile, the Independent Directors further developed and refreshed their professional knowledge by actively attending special training courses on certain topics as organised by the securities exchanges of the Company's listed jurisdictions, listed companies associations and the Company itself. In 2023, the four Independent Directors of the Company attended the training programs of the Company on anti-money laundering. Mr. Lam Chi Kuen, Mr. Zhai Haitao and Ms. Chen Jie attended a follow-up training course for independent directors of listed companies in 2023 (Session VI) as organised by the SSE. Eleventh meeting of the Audit Committee of the seventh session of the Board Independent Director, member of the Nomination and Remuneration Committee of the seventh session of the Board Ten proposals, including the "Proposal in relation to the Financial Report of the Company for the Year 2022", the "Proposal in relation to the Relevant Arrangement for New Accounting Standards of the Company" and the "Proposal in relation to the Appointment of PricewaterhouseCoopers for the Implementation of the Agreed- upon Procedures of the Company for the First Quarter of 2023", were considered and approved, and one report, namely the “Report of PricewaterhouseCoopers on the Audit for the Year 2022", was 0/6 Wang Junhui Non-executive Director, member of the Nomination and Remuneration Committee of the seventh session of the Board 2/6 4/6 Lam Chi Kuen Executive Director 6/6 90 0/6 Notes: 14 December 2023 Twelfth meeting of the Nomination and Remuneration Committee of the seventh session of the Board 6/6 25 October 2023 4 August 2023 Tenth meeting of the Nomination and Remuneration Committee of the seventh session of the Board 26 April 2023 Ninth meeting of the Nomination and Remuneration Committee of the seventh session of the Board 28 March 2023 Eighth meeting of the Nomination and Remuneration Committee of the seventh session of the Board 18 January 2023 Meetings convened The meetings convened are as follows: Annual Report 2023 | Corporate Governance 86 2. 1. The number of meetings attended in person includes meetings attended on-site and by way of telephone or video conference. Directors who were unable to attend any meeting of specialised Board committees authorised other Directors to attend and vote at the meeting on their behalf. Eleventh meeting of the Nomination and Remuneration Committee of the seventh session of the Board Description Nomination and Remuneration Committee of the seventh session of the Board Independent Director, Chairperson of the debriefed. Five proposals, including the "Proposal in relation to the Financial Report of the Company for the First Quarter of 2023" and the "Proposal in relation to the Appointment of Auditors of the Company for the Year 2023", were considered and approved, and two reports, including the "Report of PricewaterhouseCoopers on the Results of Agreed-upon Procedures for the First Quarter of 2023 and the Interim Review Plan for 2023", were debriefed. Two proposals, including the "Proposal in relation to the Financial Report of the Company for the First Half of 2023", were considered and approved, and one report, namely the "Report of PricewaterhouseCoopers on the Interim Review for 2023", was debriefed. One proposal, namely the "Proposal in relation to the Financial Report of the Company for the Third Quarter of 2023", was considered and approved, and one report, namely the "Report of PricewaterhouseCoopers on the Agreed-upon Procedures for the Third Quarter of 2023 and the Annual Review Plan", was debriefed. 14 December 2023 Twelfth meeting of the Audit Committee of the seventh session of the Board One proposal, namely the "Pre-approval of the Scope of Additional Services of PricewaterhouseCoopers", was considered and approved. Performance of Duties by the Audit Committee In 2023, the Audit Committee of the Board of the Company performed its relevant duties and functions in strict compliance with the "Procedural Rules for the Audit Committee Meetings". During meetings of the Audit Committee, all members reviewed the proposals in relation to, among others, the audit of the Company, its financial reports, appointment of external auditors, internal control and compliance, and actively participated in discussions at the meetings. Reviewing and approving financial information of the Company and the disclosure thereof. The Audit Committee of the Board, according to its duties, reviewed and approved the Company's financial reports for the year 2022, the first quarter of 2023, the first half of 2023 and the third quarter of 2023. The Audit Committee was of the view that the financial reports of the Company reflected the overall situation of the Company in a true, accurate and complete manner. By reviewing and monitoring the completeness of financial statements, annual report and accounts, interim report and quarterly reports of the Company, examining significant matters such as financial statements and reports, and focusing on changes in accounting estimates, changes in major accounting items and compliance with accounting standards, the Audit Committee guaranteed the accuracy, completeness and consistency of the financial information publicly disclosed by the Company. 84 Annual Report 2023 | Corporate Governance Supervising and assessing the internal and external audits of the Company. In 2023, the Audit Committee of the Board reviewed the proposals of the Company in relation to, among others, the internal audit work for 2022 and the internal audit work for the first half of 2023, communicated any matters of concern in a timely and effective manner, further understood the duties of the Company's audit departments, and supervised the compliance and effectiveness of the internal audit function. The Audit Committee was of the view that the internal audit function of the Company was effective during the Reporting Period. The Audit Committee strengthened communications with external auditors and supervised the performance of duties by the external auditors in a diligent and responsible way. Besides regular meetings, the Audit Committee convened communication meetings in advance with external auditors so as to discuss the annual audit plan of the Company, determine the service scope of the annual audit, listen to the report given by the auditors with respect to the results of the audit on and review of periodic financial reports of the Company, and gave opinions and advice on the agreed-upon procedures proposed annually and quarterly by the external auditors of the Company and the pre-approval of the scope of additional services. Prior to the audit conducted by the external auditors and the review of the annual report, the Audit Committee communicated the relevant situations with the external auditors and listened to the report in connection with the arrangement of the audit. Before an audit opinion was issued by the external auditors, the Audit Committee commenced in-depth communications with them so as to understand whether there were any issues arisen during the audit and follow up with the progress of the audit. In the selection and appointment of external auditors, the Audit Committee performed its duty of review in compliance with laws. Chen Jie Supervising and assessing the effectiveness of internal control of the Company. The Audit Committee of the Board provided guidance to the Company on the management of internal control, devised the working plan for internal control assessment, reviewed the work report on assessment of internal control, and inspected the rectification of problems identified in the internal control pursuant to the "Standard Regulations on Corporate Internal Control" and other domestic and overseas regulatory requirements. The Audit Committee earnestly performed its duties and responsibilities and monitored the Company to carry out its work in compliance with laws and regulations pursuant to the relevant requirements of the NFRA and the securities exchanges of the Company's listed jurisdictions. As required by its duties and responsibilities, the Audit Committee reviewed the annual work report on and working plan for internal control assessment, and the annual compliance report of the Company to ensure that its work was conducted strictly according to the relevant regulatory requirements in a reasonable and efficient manner. The Company established the Management Training and Remuneration Committee on 30 June 2003. On 16 March 2006, the Board resolved to change the name of the Management Training and Remuneration Committee to the Nomination and Remuneration Committee, with a majority of Independent Directors on the committee. Currently, the Nomination and Remuneration Committee of the seventh session of the Board comprises Ms. Chen Jie, an Independent Director, Mr. Wang Junhui, a Non-executive Director, and Mr. Lam Chi Kuen, an Independent Director, with Ms. Chen Jie acting as the Chairperson. The Nomination and Remuneration Committee is mainly responsible for reviewing the structure of the Board, its number of members and composition and drawing up plans for the appointment, succession and appraisal criteria of Directors and senior management. The committee is also responsible for formulating training and remuneration policies for the senior management of the Company. The Nomination and Remuneration Committee, as an advisor to the Board on the nomination of Directors, shall first discuss and agree on the list of candidates to be nominated as new Directors, following which such candidates are recommended to the Board. The Board shall then determine whether such candidates' appointments should be proposed for approval at the shareholders' general meeting. The major criteria considered by the Nomination and Remuneration Committee and the Board are educational background, management and research experience in the insurance industry, and the candidates' commitment to the Company. As to the nomination of Independent Directors, the Nomination and Remuneration Committee will give special consideration to the independence of the relevant candidates. The Nomination and Remuneration Committee determines, with delegated responsibility by the Board, the specific remuneration packages of all Executive Directors and senior management. The fixed salary of the Executive Directors and other members of senior management are determined in accordance with market levels and their respective positions, and the amount of their performance- related bonuses is determined according to the results of performance appraisals. Directors' fees and the volume of stock appreciation rights to be granted are determined with reference to market levels and the actual circumstances of the Company. Annual Report 2023 | Corporate Governance 85 Meetings and Attendance During the Reporting Period, six meetings were held by the Nomination and Remuneration Committee of the Board of the Company. Attendance records of individual members are as follows: Name of member Position Number of meetings attended in person/Number of meetings required to attend Number of meetings attended by proxies/Number of meetings required to attend NOMINATION AND REMUNERATION COMMITTEE Zhao Peng Zhai Haitao proxies the seventh session of the Board Thirty-third meeting of the seventh session of the Board 15 December 2023 If a Director is materially interested in a matter to be considered by the Board, the Director having such conflict of interest shall have no voting right on the matter to be considered and shall not be counted in the quorum for the Board meeting. All Directors shall have access to the advice and services of the Board Secretary and the Company Secretary. Detailed minutes of Board meetings regarding matters considered by the Board and decisions reached, including any concerns raised by Directors or dissenting views expressed, are kept by the Board Secretary. Minutes of Board meetings are available upon reasonable notice for inspection and comment upon by Directors. Currently, the seventh session of the Board of the Company comprises the following members: Mr. Bai Tao, the Chairman and an Executive Director, Mr. Li Mingguang, an Executive Director, Mr. Wang Junhui and Ms. Zhuo Meijuan, both being Non-executive Directors, and Mr. Lam Chi Kuen, Mr. Zhai Haitao, Mr. Huang Yiping and Ms. Chen Jie, all being Independent Directors. Due to the adjustment of work arrangements, Mr. Zhao Peng resigned from his position of Executive Director and the relevant positions in the specialised Board committees of the Company in August 2023. In 2023, all members of the Board further developed and refreshed their information and knowledge in aspects such as laws and regulations of securities markets, regulatory Resolutions adopted at the meeting One proposal, namely the "Proposal in relation to the Adjustment to the Composition of Specialised Committees of the Seventh Session of the Board of Directors of the Company", was considered and approved. One proposal, namely the "Proposal in relation to Matters on the Post-investment of Project Zhongcheng", was considered and approved. Six proposals, including the "Proposal in relation to the Third Quarter Report of the Company for 2023", were considered and approved, and two reports, including the "Report on the Company's Business Operations for the First Three Quarters of 2023 and Work Arrangement for the Fourth Quarter of 2023", were debriefed. Two proposals, including the "Proposal in relation to Project Huizhi", were considered and approved. 16 proposals, including the "Proposal in relation to the Nomination of Ms. Liu Hui as the Chief Investment Officer of the Company", were considered and approved, and one report, namely the "Audit Report on the Solvency Risk Management System of the Company for the Year 2023", was debriefed. trends, macro economy and the development trend of the insurance industry by attending special training courses on certain topics as organised by the securities exchanges of the Company's listed jurisdictions, listed companies associations and the Company itself. All members of the Board of the Company attended the training programs on anti-money laundering. Ms. Zhuo Meijuan, a Non-executive Director, attended a training course of the SSE for the first- time directors, supervisors and senior management of listed companies in 2023 (Session II). Mr. Wang Junhui and Ms. Zhuo Meijuan, both being Non-executive Directors, attended a special training course on the rules of independent directors of listed companies as organised by the Listed Companies Association of Beijing for listed companies within Beijing. Mr. Lam Chi Kuen, Mr. Zhai Haitao and Ms. Chen Jie, all being Independent Directors, attended a follow-up training course for independent directors of listed companies in 2023 (Session VI) as organised by the SSE. Pursuant to the "Measures for the Evaluation of the Performance of Duties by Directors and Supervisors" of the Company and other requirements, and after taking into account the actual situation of its corporate governance, the Company conducted an evaluation of the performance of duties by Directors. Based on the self-assessment of Directors and the evaluation of the Board of Supervisors, all members of the Board of the Company were evaluated as competent in their performance of duties in 2023. Annual Report 2023 | Corporate Governance 79 Meetings and Attendance During the Reporting Period, a total of 14 meetings (including five regular Board meetings and nine ad-hoc Board meetings) were held by the Board of the Company, of which ten meetings were convened by way of on-site meeting, four meetings by way of participation through communication tools. Attendance records of the current individual Directors are as follows: Number of Name of Director Type of Director Number of meetings required to attend Number of meetings attended in person meetings participated through communication Number of meetings attended by proxies 22 November 2023 Thirty-second meeting of 26 October 2023 the seventh session of the Board The Risk Management and Consumer Rights Protection Committee is mainly responsible for formulating the Company's system of risk control benchmarks, establishing well-developed risk management and internal control systems and the system for the management of consumer rights protection, examining and reviewing the Company's risk preference, risk tolerance and the work reports from the senior management and the consumer rights protection department, formulating the Company's risk management policy and major policy on consumer rights protection, reviewing the assessment reports in relation to the Company's risk management and internal control, studying major investigation findings on risk management and internal control matters and the management's response to these findings as delegated by the Board or on its own initiative, dealing with major disagreement, major risk emergency events or crisis events in risk management, and supervising and directing the senior management and the relevant departments to resolve any issues identified during the rectification process in a timely manner. The Company established its Risk Management Committee on 30 June 2003. In December 2019, the Board resolved to rename the Risk Management Committee as the Risk Management and Consumer Rights Protection Committee, the additional function of management of consumer rights protection was included in the functions of the original Risk Management Committee, and corresponding changes and amendments were made in such areas as the functions and responsibilities of the committee and the procedural rules of the committee meetings. Currently, the Risk Management and Consumer Rights Protection Committee of the seventh session of the Board comprises Mr. Huang Yiping, an Independent Director, Mr. Wang Junhui and Ms. Zhuo Meijuan, both being Non-executive Directors, and Ms. Chen Jie, an Independent Director, with Mr. Huang Yiping. acting as the Chairman. RISK MANAGEMENT AND CONSUMER RIGHTS PROTECTION COMMITTEE Carrying out the evaluation of the performance of duties by Directors, Supervisors and senior management of the Company and their performance appraisal. The Nomination and Remuneration Committee of the Board reviewed proposals on the results of evaluating the performance of duties by Directors for the year 2022, the results of performance appraisal of senior management for the year 2022 and the performance target contract of senior management for the year 2023, the remunerations of Directors, Supervisors and senior management of the Company for the year 2022, and made recommendations to the Board in respect of matters such as the determination of performance target, performance appraisal procedures and results. and seriously appraised the performance of Directors in the discharge of their duties. 88 Annual Report 2023 | Corporate Governance Proposing remuneration policy of Directors, Supervisors and senior management of the Company. The Nomination and Remuneration Committee of the Board took into account various factors such as business development management, strategic investment decisions, and corporate governance management and control, carefully examined and determined the specific remuneration packages of all Executive Directors and senior management, approved the terms of service contracts between the Company and each of the Executive Directors, Non-executive Directors and Independent Directors and pushed forward the signing of service contracts between the Company and all Directors, defined the rights, obligations and remunerations of Directors, Nomination and proposed appointment of Directors and senior management officers of the Company and the Board diversity policy. The Company firmly believes that the Board diversity may enhance the decision-making capability of the Board, and considers the Board diversity as a key factor for maintaining a sound corporate governance standard and achieving the sustainable development of the Company. In accordance with the "Procedural Rules for the Nomination and Remuneration Committee Meetings" and the Board diversity policy, the Nomination and Remuneration Committee seriously reviewed the structure of the Board, its number of members and composition (including taking into account diversity factors, such as gender, age, cultural and educational background, skills, expertise and experience), fully reviewed the professional qualifications and industrial background of the candidates for Directors and members of the Board committees. It also conducted a careful assessment on the qualifications, skills, expertise and experience of candidates for senior management to ensure that the candidates met the requirements set by the Company, and submitted a review opinion to the Board and agreed to submit such proposals to the Board for consideration. In 2023, the Nomination and Remuneration Committee of the Board of the Company performed its relevant duties and functions in strict compliance with the "Procedural Rules for the Nomination and Remuneration Committee Meetings". All members of the Nomination and Remuneration Committee performed their obligations in a responsible manner and reviewed the proposals on the nomination of Directors of the seventh session of the Board and senior management of the Company, their business objectives and performance appraisal results, the remuneration of Directors, Supervisors and senior management, and the report on the duty performance of the Audit Committee and the Nomination and Remuneration Committee. During meetings of the Nomination and Remuneration Committee of the Board, all members actively participated in discussions and gave guiding opinions on the proposals considered and discussed at the meetings. Performance of Duties by the Nomination and Remuneration Committee 87 Annual Report 2023 | Corporate Governance Four proposals, including the "Proposal in relation to the Nomination of Ms. Liu Hui as the Chief Investment Officer of the Company", were considered and approved. tools One proposal, namely the "Proposal in relation to the Performance Target Contracts of Senior Management of the Company for the Year 2023", was considered and approved. One proposal, namely the "Proposal in relation to the 'Corporate Governance Report for the Year 2022' with respect to the 'Incentive and Restraint Mechanism'", was considered and approved. Six proposals, including the "Proposal in relation to the Remuneration of Directors and Supervisors of the Company" and the "Proposal in relation to the Remuneration of Senior Management of the Company", were considered and approved. One proposal, namely the "Proposal in relation to the Nomination of Ms. Liu Hui as a Vice President of the Company", was considered and approved. Description Session of the meeting Date of the meeting Twenty-ninth meeting of 21 September 2023 the seventh session of the Board Thirtieth meeting of 17 October 2023 the seventh session of the Board Thirty-first meeting of Eight proposals, including the "Proposal in relation to the Nomination of Mr. Li Mingguang as the President of the Company", were considered and approved. tools Bai Tao Zhuo Meijuan Lam Chi Kuen 1 Chen Jie Independent Director 14 10 4 0 Number of meetings absent 0 0 0 0 oooo O o O 0 0 0 0 313 o o o Attendance record of the resigned Director of the Company at the Board meetings convened during the Reporting Period is as follows: Number of Thirteenth meeting of the Nomination and Remuneration Committee of the seventh session of the Board Type of Director Number of meetings required to attend Number of meetings attended in person meetings participated through communication Number of meetings attended by Number of meetings absent 4 9 14 Independent Director Executive Director 14 7 4 Executive Director 14 Non-executive Director 14 16 9 4 7 4 Li Mingguang Wang Junhui Non-executive Director 7 2 Independent Director 14 10 4 Independent Director 14 10 4 0 0 Huang Yiping 9 Name of Director