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Annual Report 2011

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Annual Report 2011 Stock Code: 1336 Annual Report 2011 New China Life Insurance Company Ltd. 新華人壽保險股份有限公司 Annual Report 2011 METHODS OF NEW CHINA LIFE FOR WINNING Winning by Strategies Winning by Culture Winning by Services Winning as a Whole Winning by Details NEW CHINA LIFE INSURANCE COMPANY LTD. Annual Report 2011 1 CONTENTS IMPORTANT INFORMATION AND DEFINITIONS 2 CORPORATE INFORMATION 4 SUMMARY OF ACCOUNTING DATA AND OPERATING DATA 6 A LETTER TO SHAREHOLDERS FROM THE CHAIRMAN OF THE BOARD 8 MANAGEMENT DISCUSSION AND ANALYSIS 14 CHANGES IN SHARE CAPITAL AND SHAREHOLDERS’ PROFILE 38 DIRECTORS, SUPERVISORS, 51 SENIOR MANAGEMENT AND EMPLOYEES CORPORATE GOVERNANCE REPORT 70 GENERAL MEETINGS OF SHAREHOLDERS 85 REPORT OF THE BOARD 87 REPORT OF THE BOARD OF SUPERVISORS 102 CORPORATE SOCIAL RESPONSIBILITY 107 SIGNIFICANT EVENTS 118 EMBEDDED VALUE 124 APPENDIX 133 Cautionary Statements: In addition to the facts stated herein, this report includes forward-looking statements and analysis, which may differ from the actual results of the Company in the future. The Company does not guarantee its future performance. You are advised to exercise caution. NEW CHINA LIFE INSURANCE COMPANY LTD. 2 Annual Report 2011 SECTION 1 IMPORTANT INFORMATION AND DEFINITIONS IMPORTANT INFORMATION 1. The board of directors, the board of supervisors and directors, supervisors, and members of senior management of the Company warrant that there are no false representations, misleading statements or material omissions in the contents of the 2011 Annual Report, and are jointly and severally liable for the authenticity, accuracy and completeness of the 2011 Annual Report. 2. The 2011 Annual Report of the Company was considered and approved at the 44th meeting of the fourth session of the Board of the Company on 28 March 2012, which 14 directors were required to attend and 12 of them attended in person. Director ZHAO Haiying and Director WANG Chengran respectively authorized Director MENG Xingguo to attend the meeting and vote on behalf of them. 3. PricewaterhouseCoopers conducted the audit on the 2011 consolidated financial statements of the Company in accordance with International Standards on Auditing and issued the standard unqualified audit report. 4. Mr. KANG Dian, the chairman of the Company, Mr. CHEN Guogang, the Chief Financial Officer, Mr. GONG Xingfeng, the Chief Actuary of the Company and Ms. MENG Xia, the officer in charge of the Accounting Department of the Company warrant the authenticity and completeness of the financial report in the 2011 Annual Report. NEW CHINA LIFE INSURANCE COMPANY LTD. Annual Report 2011 3 SECTION 1 IMPORTANT INFORMATION AND DEFINITIONS DEFINITIONS In this report, unless the context otherwise requires or the report otherwise states, the following terms shall have the meanings set out below: “the Company, New China Life” New China Life Insurance Company Ltd. “Asset Management Company” New China Asset Management Co., Ltd., a subsidiary of the Company “Chongqing Agency” Chongqing New China Insurance Agency Co., Ltd., a subsidiary of the Company “Yunnan Agency” Yunnan New China Insurance Agency Co., Ltd., a subsidiary of the Company “New China Xiadu” New China Xiadu Technology Training (Beijing) Co., Ltd., a subsidiary of the Company “Zijin Century” Beijing Zijin Century Real Estate Co., Ltd. “MJ Screening” Beijing MJ Health Screening Co.,Ltd. “Huijin” Central Huijin Investment Ltd. “Baosteel Group” Baosteel Group Corporation “Zurich Insurance” Zurich Insurance Company Ltd “CIRC” China Insurance Regulatory Commission “CSRC” China Securities Regulatory Commission “CBRC” China Banking Regulatory Commission “SSF” the National Council for Social Security Fund of the PRC “SSE” Shanghai Stock Exchange “Hong Kong Stock Exchange The Stock Exchange of Hong Kong Limited or HKSE” “RMB” Renminbi “PRC, China or People’s Republic The People’s Republic of China, excluding for purposes of this report only, Hong of China” Kong, Macao and Taiwan “Company Law” The Company Law of the PRC “Insurance Law” The Insurance Law of the PRC “Securities Law” The Securities Law of the PRC “PRC GAAP” China Accounting Standards for Business Enterprises issued by Ministry of Finance of the PRC, and the application guide, interpretation and other related regulations issued afterwards “Interpretation No. 2” Interpretation No.2 on Accounting Standards for Business Enterprises issued by China’s Finance Ministry on August 7th, 2008. “Articles of Association” The Articles of Association of New China Life Insurance Company Ltd. “Hong Kong Listing Rules” The Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited “Model Code for Securities Model Code for Securities Transactions by Directors of Listed Issuers as set out in Transactions” Appendix 10 to the Hong Kong Listing Rules “Code on Corporate Code on Corporate Governance Practice as set out in Appendix 14 to the Hong Governance Practice” Kong Listing Rules “SFO” The Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) NEW CHINA LIFE INSURANCE COMPANY LTD. 4 Annual Report 2011 SECTION 2 CORPORATE INFORMATION Legal Name in Chinese: 新華人壽保險股份有限公司 Abbreviation in Chinese: 新華保險 Legal Name in English: NEW CHINA LIFE INSURANCE COMPANY LTD. Abbreviation in English: NCI Legal Representative: KANG Dian Board Secretary and Joint Company Secretary: ZHU Ying Securities Representative: WANG Hongli Tel: 86-10-85213233 Fax: 86-10-85213219 Email: [email protected] Address: 13rd Floor, NCI Tower, A12 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC Joint Company Secretary: MOK Ming Wai Tel: 852-35898678 Fax: 852-35898555 Email: [email protected] Address: 8th Floor, Gloucester Tower, The Landmark, 15 Queen’s Road Central, Hong Kong Registered Office: No. 1, East Hunan Road, Yanqing County, Beijing, PRC Postal Code: 102100 Place of Business: NCI Tower, A12 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC Postal Code: 100022 Place of Business in Hong Kong: 8th Floor, Gloucester Tower, The Landmark, 15 Queen’s Road Central, Hong Kong Website: http://www.newchinalife.com Email: [email protected] NEW CHINA LIFE INSURANCE COMPANY LTD. Annual Report 2011 5 SECTION 2 CORPORATE INFORMATION Newspapers for Information Disclosure (A share): China Securities Journal, Shanghai Securities News Website for publishing the Annual Report (A Share): http://www.sse.com.cn Website for publishing the Annual Report (H Share): http://www.hkexnews.hk Place where copies of the Annual Report are kept: Board of Directors Office of the Company Stock Exchange for A Share Listing: The Shanghai Stock Exchange Stock Name for A Share: 新華保險 Stock Code for A Share: 601336 A Share Registrar: China Securities Depository and Clearing Corporation Limited, Shanghai Branch Address: 36th Floor, China Insurance Building, 166 East Lujiazui Road, Pudong New District, Shanghai, PRC Stock Exchange for H Share Listing: The Stock Exchange of Hong Kong Limited Stock Name for H Share: NCI Stock Code for H Share: 1336 H Share Registrar: Computershare Hong Kong Investor Services Limited Address: Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong Date of Initial Registration: 28 September 1996 Place of Initial Registration: The State Administration for Industry & Commerce of the PRC Registration Number of Business License: 110000009900854 Tax Registration Number: Jing Shui Zheng Zi: 110229100023875 Organization Code: 10002387-5 Domestic Auditor: PricewaterhouseCoopers Zhong Tian Certified Public Accountants Limited Company Address: 11/F, PricewaterhouseCoopers Center, Corporate Avenue 2, 202 HuBin Road, Huangpu District, Shanghai, P.R.China International Auditor: PricewaterhouseCoopers Address: 22/F Prince’s Building, Central, Hong Kong PRC Legal Advisor for Securities Matters: Commerce & Finance Law Offices Address: 6th Floor, NCI Tower, A12 Jianguomenwai Avenue, Chaoyang District, Beijing, PRC Hong Kong Legal Advisor for Securities Matters: Davis Polk & Wardwell, Hong Kong Solicitors Address: 18th Floor, The Hong Kong Club Building, 3A Chater Road, Hong Kong NEW CHINA LIFE INSURANCE COMPANY LTD. 6 Annual Report 2011 SECTION 3 SUMMARY OF ACCOUNTING DATA AND OPERATING DATA I. KEY FINANCIAL DATA FOR THE REPORTING PERIOD Unit: RMB in millions Item Amount Net profit before income tax 3,275 Net profit attributable to shareholders of the Company 2,799 Net cash flows from operating activities 56,045 II. HISTORICAL KEY ACCOUNTING DATA AND FINANCIAL INDICATORS AS OF THE END OF THE REPORTING PERIOD Unit: RMB in millions Year-on-year increase/ decrease Key accounting data 2011 2010 (%) 2009 2008 Gross written premiums and policy fees 95,151 91,956 3.5% 65,422 47,266 Total revenues 108,610 102,709 5.7% 73,906 48,979 Net profit before income tax 3,275 2,255 45.2% 2,651 182 Net profit for the year 2,800 2,250 24.4% 2,661 651 Net cash flows from operating activities 56,045 61,594 -9.0% 40,800 30,228 Year-end to year-end As of As of increase/ As of As of 31 December 31 December decrease 31 December 31 December 2011 2010 (%) 2009 2008 Total assets 386,771 304,566 27.0% 206,618 164,959 Equity attributable to shareholders of the Company 31,306 6,567 376.7% 4,238 1,380 NEW CHINA LIFE INSURANCE COMPANY LTD. Annual Report 2011 7 Section 3 SUMMARY OF ACCOUNTING DATA AND OPERATING DATA Year-on-year increase/ decrease Key financial indicators 2011 2010 (%) 2009 2008 Basic earnings per share (RMB/share) 1.24 1.87 -33.7% 2.22 0.54 Diluted earnings per share (RMB/share) 1.24 1.87 -33.7% 2.22 0.54 Weighted average return on equity (%) 16.84% 41.63% N/A 94.70% 25.34% Weighted average net cash flows from operating activities per share (RMB/share) 24.91 51.33 -51.5% 34.00 25.19 Year-end to year-end As of As of increase/ As of As of 31 December 31 December decrease 31 December 31 December 2011 2010 (%) 2009 2008 Net assets per share attributable to shareholders of the Company (RMB/share) 10.04 5.47 83.5% 3.53 1.16 III.
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