Commission File Number 001-31914

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of the

Securities Exchange Act of 1934

September 8, 2004

China Life Insurance Company Limited

(Translation of registrant’s name into English)

16 Chaowai Avenue

Chaoyang District

Beijing 100020, China

Tel: (86-10) 8565-9999

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:

Form 20-F     X              Form 40-F             

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):            

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):             

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes                       No     X    

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-             

On September 8, 2004, China Life Insurance Company Limited published its interim report as required by Hong Kong Stock Exchange for the six months ended June 30, 2004, a copy of which is attached as Exhibit 99.1 hereto.

EXHIBIT LIST

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

EXHIBIT 99.1

Company Name		Registered Office
		China Life Tower
China Life Insurance Company Limited		16 Chaowai Avenue,
		Chaoyang District
Directors		Beijing 100020, China
Executive Directors		Tel: 86(10) 8565 9999
Wang Xianzhang		Fax: 86(10) 8525 2232
Miao Fuchun		Website: www.e-chinalife.com
Non-executive Directors		Place of Business in Hong Kong
Wu Yan		18th Floor, C.L.I. Building
Shi Guoqing		313 Hennessy Road, Wanchai
		Hong Kong
Independent Non-executive Directors		Tel: (852) 2881 1226/2545 8111
Long Yongtu		Fax: (852) 2577 2293/2544 4395
Chau Tak Hay
Sun Shuyi		Auditors
Cai Rang		PricewaterhouseCoopers
Fan Yingjun
		Legal Advisers
Supervisors		King & Wood
Liu Yingqi		Allen & Overy
Wu Weimin		Debevoise & Plimpton LLP
Zhou Xinping
Ren Hongbin		H Share Registrar and Transfer Office
Tian Hui		Computershare Hong Kong Investor Services Limited
		Room 1901-5, 19th Floor, Hopewell Centre
Joint Company Secretaries		183 Queen’s Road East, Hong Kong
Zheng Yong
Heng Kwoo Seng		Depositary
		JPMorgan Chase Bank
Authorised Representatives		4 New York Plaza, New York
Miao Fuchun		New York 10004
Zheng Yong

Financial Summary

Unless otherwise stated, the financial information of the Company set forth below for the six months ended 30 June 2003 is prepared on a pro forma basis giving effect to the restructuring of the Company as if it had occured at the start of the six-month period ended 30 June 2003, for purposes of pro forma profit and loss data, and on 30 June 2003, for purposes of the pro forma consolidated balance sheet data. The relevant pro forma financial data is set out in Appendix II of the Prospectus of the Company for the Global Offering dated 8 December 2003. Unless otherwise stated, all the financial data of the Company set out in this interim report is prepared in accordance with HK GAAP.

This is the first interim report of the Company after its listing.

During the first half of 2004, the Company recorded sustained growth in written premiums and its market share continued to increase with significant improvement in its business structure. Its financial position was strong and its distribution channels continued to strengthen. Meanwhile, the Company further improved its corporate governance structure and strengthened its internal and risk controls in accordance with the applicable legal requirements and needs of modern enterprise system.

Operation Overview

Sustained growth in written premiums and policy fees

For the six months ended 30 June 2004, the Company’s gross written premiums and policy fees amounted to RMB34,668 million, representing an increase of 36.5% over the corresponding period of the previous year. Individual life insurance business increased by 41.2% over the corresponding period of the previous year while group life insurance business increased by 21.0%. Moreover, notwithstanding intense market competition, accident and health insurance business achieved a growth rate of 17.1% over the corresponding period of the previous year.

Increase in market share

The Company has maintained its leading position in the life insurance industry in China with market share exceeding 50% as at 30 June 2004, which was more than its market share of 45% as at 31 December 2003 (the market share of the Company referred to above was computed based on the gross written premiums of the life insurance industry in China as disclosed on the official website of the China Insurance Regulatory Commission (“CIRC”) and the gross written premiums of the Company prepared in accordance with PRC GAAP). The market share of the Company’s Beijing and Shanghai branches, which has been a concern of investors, also posted further growth. According to the recent notice issued by the CIRC, relevant data including the written premiums prepared in accordance with PRC GAAP and market share of insurance companies in China will be posted on its website (www.circ.gov.cn) on a monthly basis.

Significant improvement in business structure

For the six months ended 30 June 2004, the Company’s gross written premiums were RMB31,390 million, representing an increase of 43% over the corresponding period of the previous year. The amount of first-year gross written premiums, which included first-year gross written premiums of long-term health insurance, was RMB12,565 million, representing an increase of 107.1% over the corresponding period of the pervious year. The total amount of first-year regular gross written premiums, which included first-year regular gross written premiums of long-term health insurance, was RMB10,765 million, representing an increase of 173% over the corresponding period of the previous year. The amount of first-year regular gross written premiums represents 86% of the total amount of first-year gross written premiums.

The newly launched Hongxin endowment insurance added momentum to the increase in written premiums. For the six months ended 30 June 2004, the product had the largest amount of premiums from new policies among the risk-type products, accounting for 44.6% of the Company’s premiums from new policies.

Sound financial status

For the six months ended 30 June 2004, the Company had total revenue of RMB38,945 million, of which RMB5,018 million represented net investment income. For the six months ended 30 June 2004, the Company’s benefits, claims and expenses totaled RMB35,158 million, of which RMB24,717 million was insurance benefits and claims and RMB7,069 million was operating expenses (including amortisation of deferred policy acquisition costs, underwriting and policy acquisition costs and administrative expenses). The net profit of the Company for the six months ended 30 June 2004 was RMB2,812 million. As at 30 June 2004, the Company had total assets of RMB396,555 million, representing an increase of 20.6% or RMB67,835 million compared with that at the beginning of 2004.

Strengthened distribution channels

As at 30 June 2004, the Company had 668,000 exclusive agents. Its direct sales team comprised over 12,000 direct sales representatives who were full-time employees and it had over 91,000 intermediaries and distribution networks (including non-dedicated agencies such as commercial banks, post offices and savings cooperatives). In order to strengthen sales of individual life insurance, the Company formulated and implemented the “Jin Ding Project”, which included special promotions to improve sales performance, analysis of the systems for the collection of renewal premiums and establishment of a standardised marketing department. The Company believes that this will fuel innovations in selling methods and in the management of exclusive agents and enhance the professional standard and market competitiveness of the sales team. To support the Company’s overall development strategy in large to medium size cities and to improve the quality of senior management in those cities, the Chartered Insurance Agency Management (CIAM) qualification certification program of the Life Insurance Marketing Research Association (LIMRA) was introduced and the training system for new agents was expanded. The Company also cooperated with international training institutions such as the Life Office Management Association (LOMA) and LIMRA, as well as colleges and universities in China, to provide training to exclusive agents to assist them in gaining professional status in the field.

Business Review

The development strategy of “sustained growth and prudent operations” taking shape

The year of 2004 marked the Company’s first year as a listed company subsequent to the restructuring, and the Company paid significant attention to this year’s business development. Following extensive study and discussion by the Company’s General Management, the Company adopted a development strategy of “sustained growth and prudent operations; to improve profitability and to generate attractive return for investors”. The Company also continued the process of re-positioning its business to increase the sales of risk-type products and regular premium products. In the first half of 2004, the Company continued to maintain rapid growth in its business.

Accelerating the pace of business re-positioning

The Company’s ultimate goal in operation and management is to maximize enterprise effectiveness in order to provide shareholders with a stable return in the long run. To accomplish this goal, the Company has continued the process of re-positioning its business structure and encouraging the development of risk-type products and regular premium business this year, premised on the basis of the maintenance of steady growth in the amount of written premiums of the Company. With the necessary emphasis given on business planning, budgeting and assessment, the corresponding support for product development and the business development efforts of its branches, a relatively high growth rate in written premiums and regular premium business was maintained.

The following table sets forth selected financial data of the Company for the six months ended 30 June 2004 and selected financial data of the Company for the six months ended 30 June 2003 for the policies transferred from China Life Insurance (Group) Company to the Company in the restructuring:

Improving operations and management and strengthening risk control

Following the restructuring and listing, the systems and governance structure of the Company were changed fundamentally and the Company has set new standards relating to its operation and management systems. The Company took this opportunity to reform its human resources management system step by step and stage by stage after meticulous preparation and based on the guiding ideology of “developing new systems, motivating team members, making progress steadily and striving for concrete results”. Through such reforms, the organizational structure of the Company was unified and the management structure was improved. With the introduction of a competitive recruitment system, staff members were further motivated and operating efficiency was enhanced, which the Company believes will actively foster its future development.

In the first half of 2004, the following measures were adopted by the Company to further improve its operations and management:

Further enhancing corporate governance structure

At the first annual general meeting of the Company convened in Hong Kong on 18 June 2004, Messrs. Sun Shuyi, Cai Rang and Fan Yingjun were appointed additional independent non-executive directors and Messrs. Ren Hongbin and Tian Hui were appointed additional external members of the Supervisory Committee. In addition, special resolutions relating to “the amendments of the Articles of Association of the Company” and the “granting of a general mandate for the Board of Directors to issue and allot new shares” were approved. On 26 August 2004, the Company convened the first extraordinary general meeting for the year 2004, at which Mr. Shi Guoqing was appointed additional non-executive director. Currently, the Board of Directors of the Company comprises nine members, of which two are executive directors, two are non-executive directors and five are independent non-executive directors. Over half of the members of the Board of Directors of the Company are independent non-executive directors. At the 12th meeting of the first session of the Board of Directors convened by the Company on 27 August 2004, the composition of the four special committees of the Board of Directors was revised. Mr. Sun Shuyi, an independent non-executive director who possesses the qualifications and experience in finance, will act as the chairman of the Audit Committee; the Risk Management Committee will be chaired by Mr. Fan Yingjun; the Management Training and Remuneration Committee will be chaired by Mr. Cai Rang; the Strategic Committee will be chaired by Mr. Wang Xianzhang. Save for the Strategic Committee of which Mr. Wang Xianzhang, Chairman of the Board of Directors, is the chairman, the chairmen of the remaining three committees are all independent non-executive directors. Moreover, the Company has adopted regulatory documents such as the “Rules of Proceedings of the Board of Directors of China Life Insurance Company Limited”, “Rules of Proceedings of the Supervisory Committee of China Life Insurance Company Limited”, “Regulations on Management of Information Disclosures of China Life Insurance Company Limited” and “Code of Ethics for Senior Management of China Life Insurance Company Limited”, and the “Rules of Proceedings of the Audit Committee of China Life Insurance Company Limited”, which has been amended in accordance with the recent changes to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited in relation to governance structure.

Mr. Daniel Joseph Kunesh, an experienced us actuary, was appointed Chief Actuary of the Company. The Company believes this appointment will have a positive impact on raising the standards of the Company’s operation and management to international levels.

In addition, the Company’s proposed reform on the remuneration of senior management had been examined by the Management Training and Remuneration Committee and approved by the Board of Directors on 27 August 2004 for implementation with retrospective effect from 1 January 2004.

Future Prospects

The Company will continue to take steps to expand and re-position its business, further strengthen risk controls and increase investment income, consolidate its leading position in the life insurance market in China and make effort to accomplish its operational objectives for 2004. The Company will also augment information disclosure, planning to disclose its embedded value in its 2004 annual report.

Unless otherwise stated, the financial information of the Company set forth below for the six months ended 30 June 2003 is prepared on a pro forma basis giving effect to the restructuring of the Company as if it had occured at the start of the six-month period ended 30 June 2003, for purposes of pro forma profit and loss data, and on 30 June 2003, for purposes of the pro forma consolidated balance sheet data. The relevant pro forma financial data is set out in Appendix II of the Prospectus of the Company for the Global Offering dated 8 December 2003. Unless otherwise stated, all the financial data of the Company set out in this interim report is prepared in accordance with HK GAAP.

Overview

The Company’s total revenue for the six months ended 30 June 2004 was RMB38,945 million (the corresponding period of 2003: RMB29,322 million), representing an increase of 32.8% over the corresponding period of the previous year. The net profit for this financial period was RMB2,812 million (the corresponding period of 2003: RMB3,128 million), representing a decrease of 10.1% from the corresponding period of the previous year. The increase in total revenue of the Company was mainly attributable to the increase in gross written premiums, including a relatively large increase in turnover from its individual life insurance business. However, due to significant unrealised investment losses, the Company’s net profit for the first half of 2004 was reduced.

For the six months ended 30 June 2004, the Company’s basic and diluted earnings per share was RMB0.11.

Pursuant to paragraph 40 of Appendix 16 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Company confirms that save as disclosed in this interim report, the current corporate information relating to the matters set out in paragraph 32 of Appendix 16 has not changed materially from the information disclosed in the 2003 annual report of the Company.

Comparison between the six months ended 30 June 2004 and the six months ended 30 June 2003 (pro forma)

Total revenue

The Company’s net premiums earned and policy fees for the six months ended 30 June 2004 were RMB33,937 million (the corresponding period of 2003: RMB24,730 million), representing an increase of 37.2% over the corresponding period of the previous year. The increase was mainly attributable to a considerable increase in the individual life insurance business and growth in the group life insurance business, which grew by 41.2% and 21.0% respectively over the corresponding period of the previous year.

The net investment income for the six months ended 30 June 2004 was RMB5,018 million (the corresponding period of 2003: RMB3,038 million), representing an increase of 65.2% over the corresponding period of the previous year. The increase was mainly attributable to the increase in the total amount of investment assets.

For the six months ended 30 June 2004, net realized losses on investments were RMB63 million (net realized gains on investments for the corresponding period of 2003: RMB420 million), and net unrealized gains/losses on trading securities decreased from net gains of RMB170 million in the corresponding period of the previous year to net losses of RMB723 million in this financial period. This result was mainly due to market volatility and considerable fluctuations in securities investment funds in the first half of 2004. Moreover, investments in government bonds were also impacted by market conditions. This factor may have an adverse impact on the Company’s operational results for the year 2004.

Benefits, claims and expenses

The Company’s total benefits, claims and expenses for the six months ended 30 June 2004 were RMB35,158 million (the corresponding period of 2003: RMB24,763 million), representing an increase of 42.0% over the corresponding period of the previous year. The increase was mainly attributable to an increase in insurance benefits and claims commensurate with an overall increase in turnover of the Company. The increase in insurance benefits and claims was 48.5%.

Income tax

Income tax was RMB955 million in the first half of 2004 (the corresponding period of 2003: RMB1,414 million). The Company’s effective tax rate decreased from 31% in the first half of 2003 to 25% in the first half of 2004, primarily due to an increase in non-taxable interest income from government bonds and dividends from investment funds in the first half of 2004.

Net profit

The net profit of the Company for the six months ended 30 June 2004 amounted to RMB2,812 million (the corresponding period of 2003: RMB3,128 million), representing a decrease of 10.1% from the corresponding period of the previous year primarily due to the significant unrealised investment losses.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity Sources

The Company’s principal cash inflows come from insurance premiums, deposits, proceeds from the sales of investment assets, investment income and financing. The primary liquidity concerns with respect to these cash inflows are the risk of early withdrawal by contract holders and policyholders as well as the risks of default by debtors, the fluctuations of interest rates and other market volatility. The Company will closely monitor and manage these risks.

Additional sources of liquidity to meet unexpected cash outflows are available from the Company’s portfolio of cash and investment assets. As of 30 June 2004, the amount of cash and cash equivalents was RMB22,880 million (31 December 2003: RMB42,616 million). In addition, almost all of the Company’s term deposits with banks can be withdrawn, subject to payment of penalty interest. As of 30 June 2004, the amount of term deposits of the Company was RMB196,154 million (31 December 2003: RMB137,192 million).

The Company’s portfolio of investment securities also provides the Company with a source of liquidity to meet unexpected cash outflows. As at 30 June 2004, investments in non-trading fixed maturity securities had a fair value of RMB77,819 million (31 December 2003: RMB70,604 million). As at 30 June 2004, investments in equity securities, primarily through securities investment funds, had a fair value of RMB13,100 million (31 December 2003: RMB10,718 million).

Liquidity Uses

The Company’s principal cash outflows primarily relate to the liabilities associated with its various life insurance, annuity, accident and health insurance products, dividend and interest payments on its insurance policies and annuity contracts, operating expenses, income taxes and dividends that may be declared and payable to its shareholders. Liabilities arising from insurance activities primarily relate to benefit payments under insurance products, as well as payments for policy surrenders, withdrawal and loans.

The Company believes that its sources of liquidity are sufficient to meet its current cash requirements.

Recent Development

Update on Litigation in the US

As of 27 August 2004, nine complaints had been filed in the United States District Court for the Southern District of New York alleging violations of the federal securities laws by the Company and certain of its officers and directors in connection with an alleged failure to disclose that the National Audit Office of China was conducting an audit of the predecessor of the Company’s holding company, China Life Insurance Company, and to disclose the matters addressed in the resulting audit report. Each complaint seeks an award of damages in an unspecified amount, plus expert and attorney’s fees. Those complaints have been consolidated by the court. The Company has engaged U.S. counsel to contest these actions vigorously on behalf of the Company. The likelihood of an unfavorable outcome is still uncertain. No provision has been made with respect to these lawsuits.

INDEPENDENT REVIEW REPORT TO THE BOARD OF DIRECTORS OF

CHINA LIFE INSURANCE COMPANY LIMITED

(incorporated in the People’s Republic of China with limited liability)

Introduction

We have been instructed by the company to review the interim financial report set out on pages 10 to 29.

Respective responsibilities of directors and auditors

The Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited require the preparation of an interim financial report to be in compliance with Statements of Standard Accounting Practice 25 “Interim financial reporting” issued by the Hong Kong Society of Accountants and the relevant provisions thereof. The interim financial report is the responsibility of, and has been approved by, the directors.

It is our responsibility to form an independent conclusion, based on our review, on the interim financial report and to report our conclusion solely to you, as a body, in accordance with our agreed terms of engagement and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report.

Review work performed

We conducted our review in accordance with Statements of Auditing Standards 700 “Engagements to review interim financial reports” issued by the Hong Kong Society of Accountants. A review consists principally of making enquiries of group management and applying analytical procedures to the interim financial report and based thereon, assessing whether the accounting policies and presentation have been consistently applied unless otherwise disclosed. A review excludes audit procedures such as tests of controls and verification of assets, liabilities and transactions. It is substantially less in scope than an audit and therefore provides a lower level of assurance than an audit. Accordingly we do not express an audit opinion on the interim financial report.

Review conclusion

On the basis of our review which does not constitute an audit, we are not aware of any material modifications that should be made to the interim financial report for the six months ended 30 June 2004.

PricewaterhouseCoopers

Certified Public Accountants

Hong Kong, 27 August 2004

China Life Insurance Company Limited (the “Company”) was established in the People’s Republic of China (“China” or “PRC”) on 30 June 2003 as a joint stock company with limited liability as part of a group restructuring of China Life Insurance (Group) Company (formerly China Life Insurance Company (“CLIC”) and its subsidiaries (the “Restructuring”). The Company and its subsidiaries, and prior to 30 September 2003, CLIC and its subsidiaries, are hereinafter collectively referred to as the “Group”. The Group’s principal activity is the writing of life insurance business, providing life, annuities, accident and health insurance products in China.

Pursuant to the Restructuring, CLIC transferred to the Company (1) all long-term insurance policies (policies having a term of more than one year from the date of issuance) issued on or after 10 June 1999, having policy terms approved by or filed with the China Insurance Regulatory Commission (the “CIRC”) on or after 10 June 1999 and either (i) recorded as a long-term insurance policy as of 30 June 2003 in a database attached to the restructuring agreement as an annex or (ii) having policy terms for group supplemental medical insurance (fund type), (2) stand-alone short-term policies (policies having a term of one year or less from the date of issuance) issued on or after 10 June 1999 and (3) all riders supplemental to the policies described in clauses (1) and (2) above. These policies are referred to as the “transferred policies”. All other insurance policies were retained by CLIC. These policies are referred to as the “non-transferred policies”. The Company issued 20,000 million Domestic Shares in exchange for various liabilities related to the life insurance business of the transferred policies and certain assets (collectively the “Transferred Business”). CLIC retained (i) various liabilities related to the life insurance business of non-transferred policies and certain assets, (ii) equity interests in all subsidiaries and associated companies, (iii) all non-core businesses, and (iv) the ownership of certain assets and liabilities including certain office buildings, bank balances, investments in fixed maturity securities and equity securities, borrowings, claims, contingent and tax liabilities (collectively the “Non-transferred Business”). On 30 September 2003, CLIC and the Company signed a binding restructuring agreement that identified all specific assets and liabilities to be transferred to the Company from CLIC.

These unaudited consolidated condensed accounts are prepared in accordance with Hong Kong Statements of Standard Accounting Practice (“SSAP”) 25, “Interim Financial Reporting” issued by the Hong Kong Society of Accountants.

These condensed accounts should be read in conjunction with the 2003 annual accounts.

The accounting policies and methods of computation used in the preparation of these condensed accounts are consistent with those used in the annual accounts for the year ended 31 December 2003.

The Group has the following main business segments:

Individual life insurance business relates primarily to the sale of life insurance contracts to individuals and comprises participation life insurance business and traditional life insurance business. Participation life insurance business relates primarily to the sale of participating products, which provides the policyholder with a participation in the profits arising from the invested assets relating to the policy. Traditional life insurance business relates primarily to the sale of non-participating products and annuities policies, which provides guaranteed benefits to the insured without a participation in the profits.

Group life insurance business relates primarily to the sale of life insurance contracts to group entities and comprises participation life insurance business and traditional life insurance business described as above.

The accident and health insurance business relates primarily to the sale of accident and health insurance and accident products.

Corporate and other business relates primarily to providing policy administration services to CLIC relating to the non-transferred policies.

Net investment income is allocated among segments in proportion to the respective segments’ average statutory policyholder reserve and claims provision at the beginning and end of the year. Administrative and other operating expenses are allocated among segments in proportion to the expense loadings of products in the respective segments.