F-6 1 df6.txt FORM F-6 As filed with the Securities and Exchange Commission on November 20, 2003 Registration No. 333- ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------- FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------- For American Depositary Shares Evidenced by American Depositary Receipts of [NAME IN CHINESE CHARACTERS] (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 (Exact name of depositary as specified in its charter) 4 New York Plaza New York, New York 10004 (212) 623-0636 (Address, including zip code, and telephone number of depositary's principal offices) ----------------- Copy to: Scott A. Ziegler, Esq. Wolcott B. Dunham, Jr., Esq. Ziegler, Ziegler & James C. Scoville, Esq. Associates, LLP Debevoise & Plimpton 570 Lexington Avenue, 2202 Jin Mao Tower 44th Floor 88 Century Boulevard New York, New York 10022 Shanghai 200121, China (212) 319-7600 (86-21) 5047-1800 ----------------- It is proposed that this filing become effective under Rule 466 [_] immediately upon filing [_] on (Date) at (Time). If a separate registration statement has been filed to register the deposited shares, check the following box. [x] ----------------- CALCULATION OF REGISTRATION FEE ================================================================================

Proposed Maximum Proposed Amount of Title of Each Class of Securities to Be Amount to be Offering Price Maximum Aggregate Registration Registered Registered Per Unit(1) Offering Price(1)(2) Fee ---------------------------------------------------------------------------------------------------------------- American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing . overseas foreign-invested shares, or H shares, par value RMB 1.00 each, of China 150,000,000 American Life Insurance Company Limited Depositary Shares $5.00 $7,500,000 $606.75

================================================================================ (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 such American Depositary Shares. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ================================================================================ 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 Deposit Agreement filed as Exhibit (a) 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 ----------------------- --------------------------------------- (1) Name and address of Depositary Introductory paragraph (2) Title of American Depositary Receipts and identity of Face of American Depositary deposited securities Receipt, top center Terms of Deposit: (i) Amount of deposited securities represented by one unit of Face of American Depositary American Depositary Shares Receipt, upper right corner (ii) Procedure for voting, if any, the deposited securities Paragraph (12) (iii) Collection and distribution of dividends Paragraphs (4), (5), (7) and (10) (iv) Transmission of notices, reports and proxy soliciting Paragraphs (3), (8) and (12) material (v) Sale or exercise of rights Paragraphs (4), (5) and (10) (vi) Deposit or sale of securities resulting from dividends, Paragraphs (4), (5), (10) and (13) splits or plans of reorganization (vii) Amendment, extension or termination of the Deposit Paragraphs (16) and (17) Agreement (viii) Rights of holders of receipts to inspect the transfer books Paragraph (3) of the Depositary and the list of Holders of receipts (ix) Restrictions upon the right to deposit or withdraw the Paragraphs (1), (2), (4), and (5) 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 Filed Herewith as Item Number and Caption Prospectus ----------------------- ------------------------------------ (a) Statement that China Life Insurance Company Limited is subject to Paragraph (8) 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.

II-1 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 3. Exhibits

Exhibit No. Description of Exhibit ------- ---------------------- (a) Form of Deposit Agreement dated as of , 2003, among China Life Insurance Company Limited, JPMorgan Chase Bank, as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"), including the Form of American Depositary Receipt, is filed herewith as Exhibit (a). (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 to be registered. Filed herewith as Exhibit (d). (e) Certification under Rule 466. Not applicable. (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 a Receipt thirty days before any change in the fee schedule. II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on November 20, 2003. Legal entity created by the Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares. By: JPMORGAN CHASE BANK, as Depositary By:/s/ Joseph M. Leinhauser ___________________________________ Name: Joseph M. Leinhauser Title: Vice President SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-6 and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing, People's Republic of China, on November 20, 2003. CHINA LIFE INSURANCE COMPANY LIMITED By: /s/ Miao Fuchun ________________________________________ Name: Miao Fuchun Title: Director and Vice President POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Wang Xianzhang and Miao Fuchun and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacity, in connection with this Registration Statement, including to sign and file in the name and on behalf of the undersigned as director or officer of the Registrant any and all amendments or supplements (including any and all stickers and post-effective amendments) to this Registration Statement, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorney-in-fact and agents, and each of them full power and authority to do and perform each and every act and things requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature Title Date --------- ----- ---- /s/ Wang Xianzhang Wang Xianzhang November 20, 2003 ----------------------------- Chairman of the Board and President (principal executive officer) /s/ Liu Jiade Liu Jiade November 20, 2003 ----------------------------- Vice President (principal financial and accounting officer) /s/ Miao Fuchun Miao Fuchun November 20, 2003 ----------------------------- Director and Vice President /s/ Wu Yan Wu Yan November 20, 2003 ----------------------------- Director ----------------------------- Long Yongtu , 2003 Independent non-executive director ----------------------------- Chau Tak Hay , 2003 Independent non-executive director

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT Pursuant to the requirements of the Securities Act, the undersigned, the duly authorized representative in the United States of China Life Insurance Company Limited, has signed this Registration Statement or amendment thereto in Newark, Delaware on November 20, 2003. By: /s/ Donald J. Puglisi ____________________________________ Name: Donald J. Puglisi Title: Managing Director EXHIBIT INDEX

Exhibit Sequentially No. Description of Exhibit Numbered Page ------- ---------------------- ------------- (a) Form of Deposit Agreement. (d) Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered.