Unassociated Document
 
Registration No. 333- 164005
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
 
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For American Depositary Shares Evidenced by American Depositary Receipts

China Life Insurance Company Limited
(Exact name of issuer of deposited securities as specified in its charter)

China Life Insurance Company Limited
(Translation of issuer's name into English)

The People’s Republic of China
(Jurisdiction of incorporation or organization of issuer)

DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified in its charter)
60 Wall Street
New York, N.Y. 10005
(212) 250-9100
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
______________________
 
CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
(212) 894-8940
(Address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Deutsche Bank Trust Company Americas
60 Wall Street
New York, New York 10005
(212) 250-9100
 
It is proposed that this filing become effective under Rule 466
x  immediately upon filing
o on (Date) at (Time)
 
If a separate registration statement has been filed to register the deposited shares, check the following box. o
 
CALCULATION OF REGISTRATION FEE
Title of each class
of Securities to be registered
Amount to be registered
Proposed
maximum aggregate price per unit (1)
Proposed
maximum aggregate offering price (2)
Amount of registration fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing 15 overseas foreign-invested shares, or H shares, par value RMB 1.00 each, of China Life Insurance Company Limited
n/a
n/a
n/a
n/a
(1)
Each Unit represents 100 American Depositary Shares.
(2)
Estimated solely for the purpose of calculating the registration fee.  Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Shares.
 
 
 
 
 
 
This post-effective amendment to registration statement on Form F-6 may be executed in any number of counterparts, each of which shall be deemed an original and all of such counterparts together shall constitute one and the same instrument.
 
 
 
 
 
 
The prospectus consists of the proposed form of American Depositary Receipt (“Receipt” or “American Depositary Receipt”) included as Exhibit A to the form of Amendment to the Amended and Restated Deposit Agreement filed as Exhibit (a)(2) to this registration statement, which form of American Depositary Receipt is incorporated herein by reference.

 
PART I
INFORMATION REQUIRED IN PROSPECTUS
 
Item - 1.   Description of Securities to be Registered
 
Cross Reference Sheet
 
Item Number and Caption
  
Location in Form of Receipt
Filed Herewith as Prospectus
         
1.
Name and address of depositary
  
Face of American Depositary Receipt, introductory paragraph
         
2.
Title of American Depositary Receipts and identity of deposited securities
  
Face of American Depositary Receipt, top center
         
 
Terms of Deposit:
    
         
  (i)
The amount of deposited securities represented by one unit of American Depositary Receipts
  
Face of American Depositary Receipt, upper right corner
         
  (ii)
The procedure for voting, if any, the deposited securities
  
Paragraph (12)
         
  (iii)
The procedure for collection and distribution of dividends
  
Paragraphs (4), (5), (7) and (10)
         
  (iv)
The procedure for transmission of notices, reports and proxy soliciting material
  
Paragraphs (3), (8) and (12)
         
  (v)
The procedure for sale or exercise of rights
  
Paragraphs (4), (5) and (10)
         
  (vi)    
The procedure for deposit or sale of securities resulting from dividends, splits or plans of reorganization
  
Paragraphs (4), (5), (10) and (13)
 
  (vii)
The procedure for amendment, extension or termination of the deposit agreement
 
Paragraphs (16) and (17)
         
  (viii)  
The procedure for rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts
 
Paragraph (3)
         
  (ix)
Restrictions upon the right to deposit or withdraw the underlying securities
 
Paragraphs (1), (2), (4), and (5)
         
  (x)
Limitation upon the liability of the depositary
  
Paragraph (14)
         
3.
Fees and Charges
 
Paragraph (7)
 
 
 
 
 
         
Item - 2.   Available Information
    
         
 
Statement that China Life Insurance Company Limited is     subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly files certain reports with the Commission, and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Commission in Washington, D.C.
  
Paragraph (8)
 
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item - 3.   Exhibits
 
 
(a)(1)
Form of Amended and Restated Deposit Agreement among China Life Insurance Company Limited. (the “Company”), Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued thereunder (the “Amended and Restated Deposit Agreement”).  Previously filed.
 
 
(a)(2)
Form of Amendment to Deposit Agreement including the form of American Depositary Receipt – 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 hereby or the custody of the deposited securities represented thereby.  - Not Applicable.
 
 
(c)
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. - Not Applicable.
 
 
(d)
Opinion of White & Case LLP, counsel to the Depositary, as to the legality of the securities being registered. – Previously filed.
 
 
(e)
Certification under Rule 466. - Filed herewith as Exhibit (e).
 
 
(f)
Powers of attorney for certain officers and directors of the Company.  Set forth on the signature pages hereto.
 
Item - 4.   Undertakings
 
 
(a)
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities; and (2) made generally available to the holders of the underlying securities by the issuer.
 
 
(b)
If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.
 
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this 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, United States, on January 27, 2015.
 
 
Legal entity created by the form of Amended and Restated Deposit Agreement for the issuance of American Depositary Receipts for H shares, par value RMB 1.00 each, of China Life Insurance Company Limited.
 
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS DEPOSITARY
  
       
       
 
By:
/s/ James Kelly  
 
Name:  James Kelly
  
  Title:    Vice President  
       
       
 
By:
/s/   Christopher Konopelko  
  Name:    Christopher Konopelko  
  Title:      Director  
       
       
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933 , as amended , China Life Insurance Company Limited certifies that 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 Beijing, People's Republic of China, on January 27, 2015.
 
 
CHINA LIFE INSURANCE COMPANY LIMITED
  
       
 
By:
/s/  Lin Dairen  
 
Name:   Lin Dairen
Title:    President and Executive Director
  
 
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Lin Dairen and Yang Zheng and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments and supplements to this registration statement, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, his or her full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes he or she might or could do in person, and hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute, shall do or cause to be done by virtue of this Power of Attorney.
 
 
 
 
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this post-effective amendment to registration statement on Form F-6 has been signed by the following persons in the capacities indicated on January 27, 2015.
 
Signature
 
Title
     
/s/ Yang Mingsheng
 
Yang Mingsheng
Chairman of the Board
and Executive Director
     
/s/ Lin Dairen
 
Lin Dairen
President and Executive Director
     
/s/ Su Hengxuan
 
Su Hengxuan
Vice President and Executive Director
     
/s/ Miao Ping
 
Miao Ping
Vice President and Executive Director
     
/s/ Liu Anlin
 
Liu Anlin
Vice President
     
/s/ Xu Hengping
 
Xu Hengping
Vice President
     
/s/ Xu Haifeng
 
Xu Haifeng
Vice President
     
/s/ Li Mingguang
 
Li Mingguang
Vice President
 
 
 
 
 
Signature
 
Title
     
/s/ Yang Zheng
 
Yang Zheng
Vice President
Chief Financial Officer
     
/s/ Miao Jianmin
 
Miao Jianmin
Non-Executive Director
     
/s/ Zhang Xiangxian
 
Zhang Xiangxian
Non-Executive Director
     
/s/ Wang Sidong
 
Wang Sidong
Non-Executive Director
 
 
 
 
 
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
 
Pursuant to the requirements of the Securities Act of 1933 , as amended , the undersigned, the duly authorized representative in the United States of China Life Insurance Company Limited, has signed this post-effective amendment to registration statement on Form F-6 and any amendment thereto in the City of Newark, Delaware on January 27, 2015.
 
 
AUTHORIZED U.S. REPRESENTATIVE
  
       
 
By:
/s/ Donald J. Puglisi  
 
Name:  Donald J. Puglisi
Title:    Managing Director
  
       
 
 
 
 
 
INDEX TO EXHIBITS
 
Exhibit
Number.
Exhibit
  
 
(a)(2)
 
Form of Amendment to Amended and Restated Deposit Agreement.
  
 
(e)
 
Rule 466 Certification.