As filed with the U.S. Securities and Exchange Commission on December 14, 2006
Registration No. 333-110622
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1 TO
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
China Life Insurance Company Limited
(Exact name of issuer of deposited securities as specified in its charter)
China Life Insurance Company Limited
(Translation of issuer's name into English)
The People's Republic of China
(Jurisdiction of incorporation or organization of issuer)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)
4 New York Plaza, New York, NY 10004
Telephone (212) 623-0636
(Address, including zip code, and telephone number, including area code, of
depositary's principal executive offices)
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CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
(212) 894-8940
(Address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44th Floor
New York, New York 10022
(212) 319-7600
It is proposed that this filing become effective under Rule 466
|X| immediately upon filing
|_| on (Date) at (Time)
If a separate registration statement has been filed to register the
deposited shares, check the following box. |_|
CALCULATION OF REGISTRATION FEE
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Title of each class of Amount Proposed maximum Proposed maximum Amount of
Securities to be registered to be registered aggregate price aggregate offering registration fee
per unit (1) price (2)
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American Depositary Shares evidenced by American N/A N/A N/A N/A
Depositary Receipts, each American Depositary
Share representing 15 overseas listed
foreign-invested shares, or H shares, of China
Life Insurance Company Limited
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(1) Each Unit represents 100 American Depositary Shares.
(2) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(k), such estimate is computed on the basis of the
maximum aggregate fees or charges to be imposed in connection with the
issuance of American Depositary Receipts evidencing American Depositary
Shares.
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists of the proposed form of American Depositary
Receipt ("ADR" or "American Depositary Receipt") included as Exhibit A to the
Amendment to Deposit Agreement filed as Exhibit (a)(2) to this Registration
Statement, which is incorporated herein by reference.
CROSS REFERENCE SHEET
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of American Depositary
Item Number and Caption Receipt Filed Herewith as Prospectus
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(1) Name and address of Depositary Introductory paragraph
(2) Title of American Depositary Receipts and identity of Face of American Depositary Receipt, top center
deposited securities
Terms of Deposit:
(i) Amount of deposited securities represented by one Face of American Depositary Receipt, upper right
unit of American Depositary Shares corner
(ii) Procedure for voting, if any, the deposited Paragraph (12)
securities
(iii) Collection and distribution of dividends Paragraphs (4), (5), (7) and (10)
(iv) Transmission of notices, reports and proxy Paragraphs (3), (8) and (12)
soliciting material
(v) Sale or exercise of rights Paragraphs (4), (5) and (10)
(vi) Deposit or sale of securities resulting from Paragraphs (4), (5), (10) and (13)
dividends, splits or plans of reorganization
(vii) Amendment, extension or termination of the Paragraphs (16) and (17)
Deposit Agreement
(viii) Rights of holders of receipts to inspect the Paragraph (3)
transfer books of the Depositary and the list
of Holders of receipts
(ix) Restrictions upon the right to deposit or Paragraphs (1), (2), (4), and (5)
withdraw the underlying securities
(x) Limitation upon the liability of the Depositary Paragraph (14)
(3) Fees and Charges Paragraph (7)
Item 2. AVAILABLE INFORMATION
Location in Form of American Depositary Receipt
Item Number and Caption Filed Herewith as Prospectus
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(b) Statement that China Life Insurance Company Limited is Paragraph (8)
subject to the periodic reporting requirements of the
Securities Exchange Act of 1934 and, accordingly files
certain reports with the Commission, and that such
reports can be inspected by holders of American
Depositary Receipts and copied at public reference
facilities maintained by the Commission in Washington,
D.C.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a)(1) Form of Deposit Agreement. Form of Deposit Agreement dated as of ,
2003 among China Life Insurance Company Limited, JPMorgan Chase
Bank, N.A. as depositary (the "Depositary"), and all holders from
time to time of ADRs issued thereunder (the "Deposit Agreement").
Previously filed as an exhibit to Registration Statement No.
333-110622 and incorporated herein by reference.
(a)(2) Form of Amendment to Deposit Agreement. Form of Amendment to
Deposit Agreement, including the Form of American Depositary
Receipt, is filed herewith as Exhibit (a)(2).
(b) Any other agreement to which the Depositary is a party relating to
the issuance of the American Depositary Shares registered
hereunder or the custody of the deposited securities represented
thereby. Not Applicable.
(c) Every material contract relating to the deposited securities
between the Depositary and the issuer of the deposited securities
in effect at any time within the last three years. Not Applicable.
(d) Opinion of Ziegler, Ziegler & Associates LLP, counsel to the
Depositary, as to the legality of the securities being registered.
Previously filed as an exhibit to Registration Statement No.
333-110622 and incorporated herein by reference.
(e) Certification under Rule 466. Filed herewith as Exhibit (e)
(f) Power of Attorney. Included as part of the signature pages hereto.
Item 4. UNDERTAKINGS
(a) The Depositary hereby undertakes to make available at the principal
office of the Depositary in the United States, for inspection by
holders of the American Depositary Receipts, any reports and
communications received from the issuer of the deposited securities
which are both (1) received by the Depositary as the holder of the
deposited securities, and (2) made generally available to the holders
of the underlying securities by the issuer.
(b) If the amounts of fees charged are not disclosed in the prospectus, the
Depositary undertakes to prepare a separate document stating the amount
of any fee charged and describing the service for which it is charged
and to deliver promptly a copy of such fee schedule without charge to
anyone upon request. The Depositary undertakes to notify each
registered holder of an American Depositary Receipt thirty days before
any change in the fee schedule.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended,
JPMorgan Chase Bank, N.A., on behalf of the legal entity created by the Deposit
Agreement, certifies that it has reasonable grounds to believe that all the
requirements for filing on Form F-6 are met and has duly caused this
Post-Effective Amendment to Registration Statement on Form F-6 to be signed on
its behalf by the undersigned, thereunto duly authorized, in The City of New
York, State of New York, on December 13, 2006.
Legal entity created by the form of Deposit
Agreement for the issuance of ADRs
evidencing American Depositary Shares
By: JPMORGAN CHASE BANK, N.A., as Depositary
By: /s/Joseph M. Leinhauser
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Name: Joseph M. Leinhauser
Title: Vice President
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, China Life
Insurance Company Limited certifies that it has reasonable grounds to believe
that all the requirements for filing on Form F-6 are met and has duly caused
this Post-Effective Amendment to Registration Statement on Form F-6 to be signed
on its behalf by the undersigned, thereunto duly authorized, on December 13,
2006.
CHINA LIFE INSURANCE COMPANY LIMITED
By: /s/ Wu Yan
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Name: Wu Yan
Title: Executive Director and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Wu Yan and Wan Fang, jointly and
severally, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including pre-effective
and post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their or his substitute or substitutes, may lawfully do or cause to
be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment to Registration Statement on Form F-6 has been
signed by the following persons in the capacities indicated as of December 13,
2006.
Signatures Title
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/s/Yang Chao Chairman of the Board and Executive
------------------------------------- Director
Yang Chao
/s/Wu Yan Executive Director and President
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Wu Yan
/s/Wan Feng Director and Vice President
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Wan Feng
Non-Executive Director
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Miao Fuchun
/s/Shi Guoqing Non-Executive Director
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Shi Guoqing
/s/Zhuang Zuojin Non-Executive Director
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Zhuang Zuojin
/s/Long Yongtu Independent Non-Executive Director
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Long Yongtu
/s/Sun Shuyi Independent Non-Executive Director
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Sun Shuyi
Independent Non-Executive Director
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Cai Rang
/s/Ma Yongwei Independent Non-Executive Director
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Ma Yongwei
/s/Chau Tak Hay Independent Non-Executive Director
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Chau Tak Hay
/s/Liu Jiade Chief Financial Officer
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Liu Jiade
/s/Donald J. Puglisi Authorized Representative in the
------------------------------------- United States
Donald J. Puglisi
INDEX TO EXHIBITS
Exhibit
Number
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(a)(2) Form of Amendment to Deposit Agreement.
(e) Rule 466 Certification