Correspondence 0001213900-24-060797 from CHINA LIFE INSURANCE CO LTD (CILJF) (CIK 0001268896) (CILJF)
CHINA LIFE INSURANCE CO LTD (CILJF) (CIK 0001268896)
Date: July 12, 2024 · CIK: 0001268896 · Accession: 0001213900-24-060797
AI Filing Summary & Sentiment
File numbers found in text: 001-31914
Referenced dates: September 22, 2023
Letter
Division of Corporation Finance Securities and Exchange Commission Attention: Tyler Howes Andrew Mew Jennifer Gowetski China Life Insurance Company Limited Form 20-F for the Fiscal Year ended December 31, 2022
Dear Mr. Howes, Mr. Mew and Ms. Gowetski:
We refer to your letter dated September 22, 2023 (the “Comment Letter”), to China Life Insurance Company Limited (the “Company”) containing comments of the Staff of the Securities and Exchange Commission (the “Staff”) relating to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2022 (File No. 001-31914) (the “2022 Form 20-F”).
The Company is grateful for the comments from the Staff, and has carefully considered the matters raised in the Comment Letter. On behalf of the Company, we have set forth below their response to the Comment Letter.
Comment:
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 159
1. Please supplementally describe any additional materials that were reviewed and tell us whether you relied upon any legal opinions or third party certifications such as affidavits as the basis for your disclosure. In your response, please provide a similarly detailed discussion of the materials reviewed and legal opinions or third party certifications relied upon in connection with the required disclosures under paragraphs (b)(2) and (3).
Response:
● In determining the percentage of shares of the Company owned by Chinese governmental entities and if the Chinese governmental entities have a controlling financial interest with respect to the Company, the Company reviewed and relied upon the following information:
(i) the list of top 200 shareholders of the Company’s A shares obtained from China Securities Depository and Clearing Corporation Limited (a securities depository and clearing institution jointly owned by the Shanghai Stock Exchange and the Shenzhen Stock Exchange, each holding a 50% stake), the list of top 200 shareholders of the Company’s H shares obtained from Computershare (the registrar and transfer office of the Company’s H shares), and information obtained from China Life Insurance (Group) Company (“CLIC”, the controlling shareholder of the Company), which showed that CLIC owned 68.37% interest in the Company.
(ii) the information obtained from the National Enterprise Credit Information Publicity System1, and the Annual Information Disclosure Report of CLIC prepared and disclosed pursuant to the requirements of the National Financial Regulatory Administration (“NFRA”) (available on CLIC’s website2 and the website of the Insurance Association of China3), which showed that CLIC was 100% owned by the Chinese governmental entities as follows:
− Ministry of Finance of the People’s Republic of China (“PRC”) owned 90% of CLIC; and
− the National Council for Social Security Fund4, a public institution under the administration of the Ministry of Finance of the PRC, owned 10% of CLIC.
(iii) the list of top 200 shareholders of the Company’s A shares obtained from China Securities Depository and Clearing Corporation Limited and list of top 200 shareholders of the Company’s H shares obtained from Computershare, which showed that each of the other entities that is directly or indirectly controlled by the PRC government and that holds the Company’s shares through purchase in public market or strategic investment owned no more than 3% of the Company’s shares as of December 31, 2022.
● The Company did not rely upon any legal opinions or third-party certifications such as affidavits as the basis for the disclosures in response to Items 16I(b)(2) and (b)(3). The Company believes that the procedures carried out by it to provide the disclosures required by Items 16I(b)(2) and (b)(3), however, were adequate to ensure the accuracy and completeness of the disclosures.
Available at https://www.gsxt.gov.cn/index.html.
Available at https://www.chinalife.com.cn/chinalife/xxpl/gkxxpl/ndxx/.
Available at https://icidp.iachina.cn/?columnid_url=201510010001.
The National Council for Social Security Fund is considered a Chinese governmental entity for purpose of preparing the 2022 Form 20-F and this response to the Comment Letter.
2. In order to clarify the scope of your review, please supplementally describe the steps you have taken to confirm whether the members of your board or the boards of your consolidated foreign operating entities are officials of the Chinese Communist Party. For instance, please tell us how the board members’ current or prior memberships on, or affiliations with, committees of the Chinese Communist Party factored into your determination. In addition, please tell us whether you have relied upon third party certifications such as affidavits as the basis for your disclosure. Please also clarify for us whether Mr. Li Mingguang is an official rather than just a member of the Chinese Community Party.
Response:
● As disclosed in Exhibit 8.1 of the 2022 Form 20-F, the following were the significant consolidated foreign operating entities of the Company (each of the following five entities is hereinafter referred as a “CFOE”) as of April 14, 2023:
(i) China Life Asset Management Company Limited
(ii) China Life Franklin Asset Management Company Limited
(iii) China Life Pension Company Limited
(iv) China Life AMP Asset Management Co., Ltd.
(v) China Life Wealth Management Company Limited
● As disclosed in the 2022 Form 20-F, the following table sets forth the directors of the Company who were members of the Chinese Communist Party (the “CCP”) as of April 14, 2023 and their respective positions in the CCP.
Name Position in the Chinese Communist Party Positions with the Company
Bai Tao Secretary to the Party Committee of China Life Insurance (Group) Company Chairman of the board of directors and executive director
Zhao Peng Member of the Party Committee of China Life Insurance (Group) Company and Secretary to the Party Committee of the Company Executive director and president
Li Mingguang Member of the Party Committee of the Company Executive director, vice president and chief actuary
Wang Junhui Secretary to the Party Committee of China Life Asset Management Company Limited Non-executive director
● The following table sets forth the directors of each of the CFOEs who were members of the CCP as of April 14, 2023 and their respective positions in the CCP.
Name Position in the Chinese Communist Party Positions with the CFOE
1. China Life Asset Management Company Limited
Cai Xiliang Deputy Secretary to the Party Committee of China Life Insurance (Group) Company Chairman of the board of directors and non-executive director
Li Mingguang Member of the Party Committee of the Company Non-executive director
Wang Junhui Secretary to the Party Committee of China Life Asset Management Company Limited Executive director
Huang Xiumei Secretary to the Party Committee of China Life Property and Casualty Insurance Company Limited Non-executive director
Shen Guohua Secretary to the Party Branch of Investment Management Department of China Life Insurance (Group) Company Non-executive director
Liu Qing Secretary to the Party Branch of Finance Department of China Life Insurance (Group) Company Non-executive director
Ye Lin CCP member Independent director
Xu Hongcai CCP member Independent director
Liu Yun CCP member Independent director
Xu Nianxing CCP member Independent director
Liu Anlin CCP member Non-executive director
2. China Life Franklin Asset Management Company Limited
Liu Xiaodong Secretary to the Party Branch of China Life Franklin Asset Management Company Limited Chairman of the board of directors, president and executive director
Chen Yingshun CCP member Independent non-executive director
Huang Xiumei Secretary to the Party Committee of China Life Property and Casualty Insurance Company Limited Non-executive director
Li Guo’an Member of the Party Committee of China Life Healthcare Investment Company Limited Non-executive director
Name Position in the Chinese Communist Party Positions with the CFOE
3. China Life Pension Company Limited
Cui Yong Secretary to the Party Committee of China Life Pension Company Limited Executive director and president
Zhang Linguang Member of the Party Committee of China Life Pension Company Limited Executive director, vice president and person in charge of finance matters
Shen Guohua CCP member Non-executive director
Yu Yong Member of the Party Committee of China Life Asset Management Company Limited Non-executive director
Jia Xiangsen CCP member Independent director
Wang Zimin CCP member Independent director
4. China Life AMP Asset Management Co., Ltd.
Wang Junhui Secretary to the Party Committee of China Life Asset Management Company Limited Chairman of the board of directors
Liu Fan Member of the Party Committee of China Life Asset Management Company Limited Director
E Hua Deputy Secretary to the Party Committee of China Life AMP Asset Management Co., Ltd. Director and general manager
Yang Jinguan CCP member Independent director
Luo Qi CCP member Independent director
5. China Life Wealth Management Company Limited
E Hua Deputy Secretary to the Party Committee of China Life AMP Asset Management Co., Ltd. Chairman of the board of directors
Han Zhanfeng CCP member Director
Liu Zhongjiang Secretary to the Party Branch of Direct Investment Department of China Life Asset Management Company Limited Director
Zhou Xiao Secretary to the Party Branch of China Life Wealth Management Company Limited Director and deputy general manager
● Although the directors listed in the above table are CCP members and some of them hold CCP positions, the Company does not believe that any of these directors of the Company or CFOEs was an official of the Chinese Communist Party as of April 14, 2023, and respectfully submits that the steps taken by the Company to make this determination are as follows:
(i) The Company notes that, neither the Holding Foreign Companies Accountable Act, the Holding Foreign Companies Accountable Act Disclosure (Release No. 34-91364 (Mar. 18, 2021)) and other relevant releases and statements issued by the SEC, nor the charter of the CCP (the “CCP Charter”), provide a definition or guidelines to determine who is an “official” of the Chinese Communist Party. Therefore, the Company followed what it believes is a common usage of the term, i.e. someone who plays a senior role within the organization overall and is able to act on behalf of, and direct the overall policy making of, such organization.
(ii) The Company does not believe any of these directors of the Company and CFOEs are someone who plays a senior role within the CCP overall and is able to act on behalf of, and direct the overall policy making of, CCP, because:
a. the Company believes that CLIC, the Company, China Life Asset Management Company Limited and other CFOEs where these directors hold CCP positions, are enterprises in nature, and none of these directors works in any Chinese governmental bodies or engaged in public duties akin to civil servants in the PRC;
b. the roles and responsibilities of these directors within the CCP are limited to the management of the enterprise. They do not direct the overall policy making within the CCP, nor do they engage in any public or social management functions;
c. none of these directors receives their compensation from Chinese government authorities; and
d. their compensation does not come from the PRC national or local treasury.
(iii) Based on the above, the Company does not believe that any of these directors as listed in the above table are CCP officials.
● However, given that neither the Holding Foreign Companies Accountable Act, the Holding Foreign Companies Accountable Act Disclosure (Release No. 34-91364 (Mar. 18, 2021)) and other relevant releases and statements issued by the SEC, nor the CCP Charter, provide a definition or guidelines to determine who is an “official” of the CCP, the Company respectfully acknowledges that different readers may have different interpretations of the term “official”. Therefore, the Company provided in Item 16I of the 2022 Form 20-F the information relating to the CCP positions of the Company’s directors who are CCP members, and further provides in the table listed above in this response the information relating to the CCP positions of the directors of the CFOEs who are CCP members. The Company believes that this information has provided investors with sufficient and useful information regarding the Company.
● In determining the above information, the Company reviewed and relied upon the following information:
(i) confirmations obtained from the directors of the Company as to their biographies or their membership with the CCP and CCP positions for the purpose of preparing the 2022 Form 20-F; and
(ii) written confirmations obtained from each of the CFOEs as to the membership with the CCP and CCP positions of their respective directors.
When making determinations, the Company considered the then current membership of a director with the Chinese Communist Party as of April 14, 2023.
The Company did not rely upon any
Show Raw Text
CORRESP
1
filename1.htm
July 12, 2024
Division of Corporation Finance
Disclosure Review Program
Securities and Exchange Commission
100 F Street NE
Washington, D.C. 20549
U.S.A.
Attention:
Tyler Howes
Andrew Mew
Jennifer Gowetski
China Life Insurance Company Limited
Form 20-F for the Fiscal Year ended December
31, 2022
Dear Mr. Howes, Mr. Mew and Ms. Gowetski:
We refer to your letter dated
September 22, 2023 (the “Comment Letter”), to China Life Insurance Company Limited (the “Company”) containing
comments of the Staff of the Securities and Exchange Commission (the “Staff”) relating to the Company’s Annual Report
on Form 20-F for the fiscal year ended December 31, 2022 (File No. 001-31914) (the “2022 Form 20-F”).
The Company is grateful for
the comments from the Staff, and has carefully considered the matters raised in the Comment Letter. On behalf of the Company, we have
set forth below their response to the Comment Letter.
Comment:
Item 16I. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections, page 159
1. Please supplementally describe any additional materials that were reviewed and tell us whether you
relied upon any legal opinions or third party certifications such as affidavits as the basis for your disclosure. In your response, please
provide a similarly detailed discussion of the materials reviewed and legal opinions or third party certifications relied upon in connection
with the required disclosures under paragraphs (b)(2) and (3).
Response:
● In determining the percentage of shares of the Company owned by Chinese governmental entities and if the
Chinese governmental entities have a controlling financial interest with respect to the Company, the Company reviewed and relied upon
the following information:
(i) the list of top 200 shareholders of the Company’s A shares obtained from China Securities Depository
and Clearing Corporation Limited (a securities depository and clearing institution jointly owned by the Shanghai Stock Exchange and the
Shenzhen Stock Exchange, each holding a 50% stake), the list of top 200 shareholders of the Company’s H shares obtained from Computershare
(the registrar and transfer office of the Company’s H shares), and information obtained from China Life Insurance (Group) Company
(“CLIC”, the controlling shareholder of the Company), which showed that CLIC owned 68.37% interest in the Company.
(ii) the information obtained from the National Enterprise Credit Information Publicity System1,
and the Annual Information Disclosure Report of CLIC prepared and disclosed pursuant to the requirements of the National Financial Regulatory
Administration (“NFRA”) (available on CLIC’s website2
and the website of the Insurance Association of China3),
which showed that CLIC was 100% owned by the Chinese governmental entities as follows:
− Ministry of Finance of the People’s Republic of China (“PRC”)
owned 90% of CLIC; and
− the National Council for Social Security Fund4,
a public institution under the administration of the Ministry of Finance of the PRC, owned 10% of CLIC.
(iii) the list of top 200 shareholders of the Company’s A shares obtained from China Securities Depository
and Clearing Corporation Limited and list of top 200 shareholders of the Company’s H shares obtained from Computershare, which showed
that each of the other entities that is directly or indirectly controlled by the PRC government and that holds the Company’s shares
through purchase in public market or strategic investment owned no more than 3% of the Company’s shares as of December 31, 2022.
● The
Company did not rely upon any legal opinions or third-party certifications such as affidavits
as the basis for the disclosures in response to Items 16I(b)(2) and (b)(3). The Company believes
that the procedures carried out by it to provide the disclosures required by Items 16I(b)(2)
and (b)(3), however, were adequate to ensure the accuracy and completeness of the disclosures.
1
Available at https://www.gsxt.gov.cn/index.html.
2
Available at https://www.chinalife.com.cn/chinalife/xxpl/gkxxpl/ndxx/.
3
Available at https://icidp.iachina.cn/?columnid_url=201510010001.
4
The National Council for Social Security Fund is considered
a Chinese governmental entity for purpose of preparing the 2022 Form 20-F and this response to the Comment Letter.
2
2. In
order to clarify the scope of your review, please supplementally describe the steps you have
taken to confirm whether the members of your board or the boards of your consolidated foreign
operating entities are officials of the Chinese Communist Party. For instance, please tell
us how the board members’ current or prior memberships on, or affiliations with, committees
of the Chinese Communist Party factored into your determination. In addition, please tell
us whether you have relied upon third party certifications such as affidavits as the basis
for your disclosure. Please also clarify for us whether Mr. Li Mingguang is
an official rather than just a member of the Chinese Community Party.
Response:
● As
disclosed in Exhibit 8.1 of the 2022 Form 20-F, the following were the significant consolidated
foreign operating entities of the Company (each of the following five entities is hereinafter
referred as a “CFOE”) as of April 14, 2023:
(i) China
Life Asset Management Company Limited
(ii) China Life Franklin Asset Management Company Limited
(iii) China Life Pension Company Limited
(iv) China Life AMP Asset Management Co., Ltd.
(v) China Life Wealth Management Company Limited
● As
disclosed in the 2022 Form 20-F, the following table sets forth the directors of the Company
who were members of the Chinese Communist Party (the “CCP”) as of April 14, 2023
and their respective positions in the CCP.
Name
Position in the Chinese Communist Party
Positions with the Company
Bai Tao
Secretary to the Party Committee of China Life Insurance (Group) Company
Chairman of the board of directors and executive director
Zhao Peng
Member of the Party Committee of China Life Insurance (Group) Company and Secretary to the Party Committee of the Company
Executive director and president
Li Mingguang
Member of the Party Committee of the Company
Executive director, vice president and chief actuary
Wang Junhui
Secretary to the Party Committee of China Life Asset Management Company Limited
Non-executive director
● The
following table sets forth the directors of each of the CFOEs who were members of the CCP
as of April 14, 2023 and their respective positions in the CCP.
3
Name
Position in the Chinese Communist Party
Positions with the CFOE
1. China Life Asset Management Company Limited
Cai Xiliang
Deputy Secretary to the Party Committee of China Life Insurance (Group) Company
Chairman of the board of directors and non-executive director
Li Mingguang
Member of the Party Committee of the Company
Non-executive director
Wang Junhui
Secretary to the Party Committee of China Life Asset Management Company Limited
Executive director
Huang Xiumei
Secretary to the Party Committee of China Life Property and Casualty Insurance Company Limited
Non-executive director
Shen Guohua
Secretary to the Party Branch of Investment Management Department of China Life Insurance (Group) Company
Non-executive director
Liu Qing
Secretary to the Party Branch of Finance Department of China Life Insurance (Group) Company
Non-executive director
Ye Lin
CCP member
Independent director
Xu Hongcai
CCP member
Independent director
Liu Yun
CCP member
Independent director
Xu Nianxing
CCP member
Independent director
Liu Anlin
CCP member
Non-executive director
2. China Life Franklin Asset Management Company Limited
Liu Xiaodong
Secretary to the Party Branch of China Life Franklin Asset Management Company Limited
Chairman of the board of directors, president and executive director
Chen Yingshun
CCP member
Independent non-executive director
Huang Xiumei
Secretary to the Party Committee of China Life Property and Casualty Insurance Company Limited
Non-executive director
Li Guo’an
Member of the Party Committee of China Life Healthcare Investment Company Limited
Non-executive director
4
Name
Position in the Chinese Communist Party
Positions with the CFOE
3. China Life Pension Company Limited
Cui Yong
Secretary to the Party Committee of China Life Pension Company Limited
Executive director and president
Zhang Linguang
Member of the Party Committee of China Life Pension Company Limited
Executive director, vice president and person in charge of finance matters
Shen Guohua
CCP member
Non-executive director
Yu Yong
Member of the Party Committee of China Life Asset Management Company Limited
Non-executive director
Jia Xiangsen
CCP member
Independent director
Wang Zimin
CCP member
Independent director
4. China Life AMP Asset Management Co., Ltd.
Wang Junhui
Secretary to the Party Committee of China Life Asset Management Company Limited
Chairman of the board of directors
Liu Fan
Member of the Party Committee of China Life Asset Management Company Limited
Director
E Hua
Deputy Secretary to the Party Committee of China Life AMP Asset Management Co., Ltd.
Director and general manager
Yang Jinguan
CCP member
Independent director
Luo Qi
CCP member
Independent director
5. China Life Wealth Management Company Limited
E Hua
Deputy Secretary to the Party Committee of China Life AMP Asset Management Co., Ltd.
Chairman of the board of directors
Han Zhanfeng
CCP member
Director
Liu Zhongjiang
Secretary to the Party Branch of Direct Investment Department of China Life Asset Management Company Limited
Director
Zhou Xiao
Secretary to the Party Branch of China Life Wealth Management Company Limited
Director and deputy general manager
5
● Although
the directors listed in the above table are CCP members and some of them hold CCP positions,
the Company does not believe that any of these directors of the Company or CFOEs was an official
of the Chinese Communist Party as of April 14, 2023, and respectfully submits that the steps
taken by the Company to make this determination are as follows:
(i) The
Company notes that, neither the Holding Foreign Companies Accountable Act, the Holding
Foreign Companies Accountable Act Disclosure (Release No. 34-91364 (Mar. 18, 2021)) and other
relevant releases and statements issued by the SEC, nor the charter of the CCP (the “CCP
Charter”), provide a definition or guidelines to determine who is an “official”
of the Chinese Communist Party. Therefore, the Company followed what it believes is a common
usage of the term, i.e. someone who plays a senior role within the organization overall and
is able to act on behalf of, and direct the overall policy making of, such organization.
(ii) The Company does not believe any of these directors of the Company and CFOEs are someone who plays a senior
role within the CCP overall and is able to act on behalf of, and direct the overall policy making of, CCP, because:
a. the Company believes that CLIC, the Company, China Life Asset Management Company Limited and other CFOEs
where these directors hold CCP positions, are enterprises in nature, and none of these directors works in any Chinese governmental bodies
or engaged in public duties akin to civil servants in the PRC;
b. the roles and responsibilities of these directors within the CCP are limited to the management of the
enterprise. They do not direct the overall policy making within the CCP, nor do they engage in any public or social management functions;
c. none of these directors receives their compensation from Chinese government authorities; and
d. their compensation does not come from the PRC national or local treasury.
(iii) Based on the above, the Company does not believe that any of these directors as listed in the above table
are CCP officials.
● However,
given that neither the Holding Foreign Companies Accountable Act, the Holding Foreign Companies
Accountable Act Disclosure (Release No. 34-91364 (Mar. 18, 2021)) and other relevant releases
and statements issued by the SEC, nor the CCP Charter, provide a definition or guidelines
to determine who is an “official” of the CCP, the Company respectfully acknowledges
that different readers may have different interpretations of the term “official”.
Therefore, the Company provided in Item 16I of the 2022 Form 20-F the information relating
to the CCP positions of the Company’s directors who are CCP members, and further provides
in the table listed above in this response the information relating to the CCP positions
of the directors of the CFOEs who are CCP members. The Company believes that this information
has provided investors with sufficient and useful information regarding the Company.
6
● In
determining the above information, the Company reviewed and relied upon the following information:
(i) confirmations
obtained from the directors of the Company as to their biographies or their membership with
the CCP and CCP positions for the purpose of preparing the 2022 Form 20-F; and
(ii) written
confirmations obtained from each of the CFOEs as to the membership with the CCP and CCP positions
of their respective directors.
When
making determinations, the Company considered the then current membership of a director with the Chinese Communist Party as of April
14, 2023.
The
Company did not rely upon any