Annual Report 2017
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險股份有限公司 壽保 : 01336 (A joint stock company incorporated in the People’s Republic of China with limited liability) New China Life Insurance Company Ltd. Company Insurance Life China New 新華人 Stock Code Annual Report 2017 New China Life Insurance Company Ltd. 新華人壽保險股份有限公司 Annual Report 2017 號新華保險大廈 86 10 85210101 + 12 86 10 85210000 Fax: + New China Insurance Tower, A12 Jianguomenwai Avenue, Chaoyang District, Beijing 100022 Tel: 北京市朝陽區建國門外大街甲 IR Website NCI Official Account NEW CHINA LIFE INSURANCE CO., LTD. 新華人壽保險股份有限公司 IMPORTANT INFORMATION 1. The board of directors, the board of supervisors and the directors, supervisors, and members of senior management of the Company guarantee the correctness, accuracy and completeness of the contents of this report, and that there is no false representation, misleading statement or material omission in this report, and are legally liable for this report jointly and severally. 2. The Annual Report 2017 of the Company was considered and approved at the 21st meeting of the sixth session of the board of directors of the Company on 20 March 2018, which 13 directors were required to attend and 12 of them attended in person. Director DACEY John Robert authorized director WAN Feng to attend the meeting and vote on behalf of him. 3. Ernst & Young conducted the audit on the consolidated financial statements 2017 of the Company in accordance with the International Financial Reporting Standards and issued the standard unqualified audit report. 4. The Company plans to distribute an annual cash dividend of RMB0.52 (tax included) per share to all of H shareholders and A shareholders for 2017, being approximately RMB1,622 million in total, representing approximately 30.1% of the net profit attributable to the shareholders of the Company as contained in the financial statements 2017 of the Company, which meets the minimum percentage requirement of cash distribution as stipulated in the Articles of Association. The above dividend distribution plan is subject to the approval of the shareholders at the general meeting. 5. Mr. WAN Feng, the Chairman of the Company, Mr. YANG Zheng, the Chief Financial Officer and the person in charge of finance of the Company, Mr. GONG Xingfeng, the Chief Actuary of the Company and Mr. ZHANG Tao, the officer in charge of the Accounting Department of the Company guarantee the correctness, accuracy and completeness of the financial report in the Annual Report 2017. 6. 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 make any warrant or undertaking upon its future performance. You are advised to exercise caution. 7. There is no non-operating usage of funds by the controlling shareholder or its related parties for the Company. 8. There is no external guarantee which violated the decision-making procedure of the Company. 9. The major risks of the Company in the course of operation and management include market risk, credit risk, insurance risk, operational risk, reputation risk, strategic risk, liquidity risk, etc. The company has taken various measures to effectively manage and control all sorts of risks, please refer to the “Risk Management” of this annual report for details. NEW CHINA LIFE INSURANCE COMPANY LTD. ANNUAL REPORT 2017 1 Contents Section 1 Definitions 3 Section 2 Corporate Information 5 Section 3 Business Overview 6 Section 4 Chairman’s Letter to 10 Shareholders Section 5 Management Discussion 13 and Analysis Section 6 Embedded Value 32 Section 7 Significant Events 41 Section 8 Changes in Share Capital 45 and Shareholders’ Profile Section 9 Directors, Supervisors, Senior 52 Management and Employees Section 10 Corporate Governance Report 71 Section 11 Risk Management 90 Section 12 Report of the Board of 97 Directors Section 13 Financial Statements 105 2 NEW CHINA LIFE INSURANCE COMPANY LTD. ANNUAL REPORT 2017 SECTION 1 DEFINITIONS SECTION 1 DEFINITIONS In this report, unless the context otherwise requires, the following terms shall have the meanings set out below: the Company, New China Life, NCI The general term of New China Life Insurance Company Ltd., its subsidiaries and its consolidated structured entities Asset Management Company New China Asset Management Co., Ltd., a subsidiary of the Company Asset Management Company New China Asset Management (Hong Kong) Limited, a subsidiary of the Asset (Hong Kong) Management Company Health Technology New China Village Health Technology (Beijing) Co., Ltd., a subsidiary of the Company Xinhua Seniors Service Xinhua Village Seniors Service (Beijing) Co., Ltd., a subsidiary of the Company New China Pension New China Pension Co., Ltd., a subsidiary of the Company Shanggu Real Estate Xinhua Village Shanggu (Beijing) Real Estate Co., Ltd., a subsidiary of the Company New China Health New China Life Excellent Health Investment Management Co., Ltd. Zijin Century Beijing Zijin Century Real Estate Co., Ltd. MJ Health Beijing MJ Health Screening Co., Ltd. Electronic Commerce New China Electronic Commerce Co., Ltd., a subsidiary of the Company Hefei Supporting Operation Hefei New China Life Supporting Construction Operation Management Co., Ltd., a subsidiary of the Company Haoran Power Beijing Century Haoran Power Technology Development Co., Ltd., a subsidiary of the Company Guangzhou Yuerong Guangzhou Yuerong Project Construction Management Co., Ltd., a subsidiary of the Company Hainan Seniors Xinhua Village Seniors Investment Management (Hainan) Co., Ltd., a subsidiary of the Company Weiyuanzhou Nanjing Weiyuanzhou Industrial Co., Ltd. China Jinmao China Jinmao Holdings Group Limited New China Capital International New China Capital International Management Limited Huijin Central Huijin Investment Ltd. China Baowu China Baowu Steel Group Corporation Limited CIRC China Insurance Regulatory Commission CSRC China Securities Regulatory Commission SSE Shanghai Stock Exchange Hong Kong Stock Exchange or HKSE The Stock Exchange of Hong Kong Limited RMB Renminbi Pt Percentage points P.R.C., China People’s Republic of China, for the purpose of this report only, excluding Hong Kong, Macau and Taiwan Company Law Company Law of the People’s Republic of China Insurance Law Insurance Law of the People’s Republic of China Securities Law The Securities Law of the People’s Republic of China P.R.C. GAAP China Accounting Standards for Business Enterprises issued by the Ministry of Finance of the P.R.C., and its application guide, interpretation and other related regulations issued thereafter NEW CHINA LIFE INSURANCE COMPANY LTD. ANNUAL REPORT 2017 3 SECTION 1 DEFINITIONS IFRS International Financial Reporting Standards as promulgated by the International Accounting Standards Board Interpretation No. 2 Interpretation No. 2 on Accounting Standards for Business Enterprises issued by the Ministry of Finance of the P.R.C. on 7 August 2008 Articles of Association The articles of association of New China Life Insurance Company Ltd., approved by the annual general meeting of 2015 of the Company on 27 June 2016, and became effective as approved by the CIRC on 24 August 2016 Hong Kong Listing Rules The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited Model Code for Securities Transactions Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Hong Kong Listing Rules Corporate Governance Code Corporate Governance Code and Corporate Governance Report as set out in Appendix 14 to the Hong Kong Listing Rules SFO The Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) 4 NEW CHINA LIFE INSURANCE COMPANY LTD. ANNUAL REPORT 2017 SECTION 2 CORPORATE INFORMATION Legal Name in Chinese: 新華人壽保險股份有限公司 Stock Exchange for A Share Listing: The Shanghai Stock Abbreviation in Chinese: 新華保險 Exchange Stock Name for A Share: 新華保險 Legal Name in English: NEW CHINA LIFE INSURANCE Stock Code for A Share: 601336 COMPANY LTD. A Share Registrar: China Securities Depository and Clearing Abbreviation in English: NCI Corporation Limited, Shanghai Branch SECTION 2 Address: 36th Floor, China Insurance Building, 166 East Legal Representative: WAN Feng Lujiazui Road, Pudong New District, Shanghai, P.R.C. Board Secretary/Joint Company Secretary: GONG Xingfeng Stock Exchange for H Share Listing: The Stock Exchange of Securities Representative: XU Xiu Hong Kong Limited Tel: 86-10-85213233 Stock Name for H Share: NCI Fax: 86-10-85213219 Stock Code for H Share: 01336 Email: [email protected] H Share Registrar: Computershare Hong Kong Investor Address: 13th Floor, NCI Tower, A12 Jianguomenwai Services Limited Avenue, Chaoyang District, Beijing, P.R.C. Address: Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong Joint Company Secretary: MOK Ming Wai Tel: 852-35898678 Domestic Auditor: Ernst & Young Hua Ming LLP Fax: 852-35898555 Address: Level 16, Ernst & Young Tower, Oriental Plaza, Email: [email protected] No. 1 East Chang An Avenue, Dong Cheng District, Beijing, Address: 36/F, Tower Two, Times Square, 1 Matheson P.R.C. Street, Causeway Bay, Hong Kong Signing Certified Public Accountants: GUO Hangxiang and YU Yinyin Registered Office: No. 1, East Hunan Road, Yanqing District, Beijing, P.R.C. International Auditor: Ernst & Young Postal Code: 102100 Address: 22/F, CITIC Tower, 1 Tim Mei Avenue, Central, Place of Business: NCI Tower, A12 Jianguomenwai Avenue, Hong Kong Chaoyang District, Beijing, P.R.C. Postal