中国人寿2004年度报告

20-F 1 d20f.htm FORM 20-F FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004 Table of ContentsAs filed with the Securities and Exchange Commission on May 27, 2005 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F Registration Statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2004 OR Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number 001-31914 (Exact name of Registrant as specified in its charter) China Life Insurance Company Limited (Translation of Registrant’s name into English) People’s Republic of China (Jurisdiction of incorporation or organization) 16 Chaowai Avenue Chaoyang District Beijing 100020, China (Address of principal executive offices) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each Class Name of each exchange on which registeredAmerican depositary shares New York Stock Exchange, Inc.H shares, par value RMB1.00 per share New York Stock Exchange, Inc.* *Not for trading, but only in connection with the listing on the New York Stock Exchange, Inc. of American depositary shares, each representing 40 H shares. Securities registered or to be registered pursuant to Section 12(g) of the Act: None. (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None. (Title of Class) Indicate the number of outstanding shares of each of the issuer’s class of capital or common stock as of the close of the period covered by the annual report. As of December 31, 2004, 19,323,530,000 domestic shares and 7,441,175,000 H shares, par value RMB1.00 per share, were issued and outstanding. Both domestic shares and H shares are ordinary shares. H shares are listed on the Hong Kong Stock Exchange. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report), and (2) has been subject to such filing requirements for the past 90 days.  Yes  No Indicate by check mark which financial statement item the registrant has elected to follow.  Item 17  Item 18 Table of ContentsCHINA LIFE INSURANCE COMPANY LIMITED TABLE OF CONTENTS FORWARD-LOOKING STATEMENTS 3 CERTAIN TERMS AND CONVENTIONS 4PART I 6 Item 1. Identity of Directors, Senior Management and Advisers. 6 Item 2. Offer Statistics and Expected Timetable. 6 Item 3. Key Information. 6 Selected Financial Data 6 Capitalization and Indebtedness 13 Reasons for the Offer and Use of Proceeds 13 Risk Factors 13 Item 4. Information on the Company. 29 History and Development of the Company 29 Business Overview 36 Organization Structure 77 Property, Plants and Equipment 78 Item 5. Operating and Financial Review and Prospects. 78 Overview 78 Factors Affecting Our Results of Operations 82 Operating Results 95 Liquidity and Capital Resources 109 Research and Development, Patents and Licenses 111 Trend Information 111 Off-Balance Sheet Arrangements 111 Tabular Disclosure of Contractual Obligations 111 Reconciliation of Hong Kong Generally Accepted Accounting Principles (H.K. GAAP) and United States Generally Accepted Accounting Principles (U.S. GAAP) 111 Item 6. Directors, Senior Management and Employees. 112 Directors and Senior Officers 112 Compensation 117 Board Practices 119 Employees 120 Share Ownership 120 Item 7. Major Shareholders and Related Party Transactions. 120 Major Shareholders 120 Related Party Transactions 121 Interests of Experts and Counsel 128 Item 8. Financial Information. 129 Consolidated Financial Statements and Other Financial Information 129 Significant Changes 131 Embedded Value 131 Item 9. The Offer and Listing. 134 Item 10. Additional Information. 134 1 Table of Contents Share Capital 134 Articles of Association 135 Material Contracts 151 Exchange Controls 151 Taxation 151 Dividends and Paying Agents 159 Statement by Experts 159 Documents on Display 159 Subsidiary Information 159 Item 11. Quantitative and Qualitative Disclosures about Market Risk. 160 Item 12. Description of Securities Other Than Equity Securities. 163PART II 163 Item 13. Defaults, Dividend Arrearages and Delinquencies. 163 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds. 163 Material Modification To The Rights Of Security Holders 163 Use Of Proceeds 163 Item 1