UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15F
CERTIFICATION OF A FOREIGN PRIVATE ISSUER’S TERMINATION OF
REGISTRATION OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934 OR ITS TERMINATION OF THE
DUTY TO FILE REPORTS UNDER SECTION 13(a) OR SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-31914
中国人寿保险股份有限公司
China Life Insurance Company Limited
(Exact name of registrant as specified in its charter)
16 Financial Street
Xicheng District
Beijing 100033, China
Tel: (86-10) 6363-1191
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
American Depositary Shares Each Representing 5 H Shares
H Shares with Par Value of RMB1.00 Per Share
(Title of each class of securities covered by this Form)
Place an X in the appropriate box(es) to indicate the provision(s) relied upon to terminate the duty to file reports under the Securities Exchange Act of 1934:
| Rule 12h-6(a) | ☒ | Rule 12h-6(d) | ☐ | |||
| (for equity securities) | (for successor registrants) | |||||
| Rule 12h-6(c) | ☐ | Rule 12h-6(i) | ☐ | |||
| (for debt securities) | (for prior Form 15 filers) |
PART I
Item 1. Exchange Act Reporting History
A. China Life Insurance Company Limited (the “Company”) first incurred the duty to file reports under Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in December 2003, following the listing of the Company’s American depositary shares (“ADSs”), representing its H Shares, on the New York Stock Exchange (the “NYSE”). On August 22, 2022, the Company voluntarily filed a Form 25 with the Securities and Exchange Commission (the “Commission”) informing the Commission that the Company had determined to voluntarily delist the ADSs from the NYSE. The delisting became effective on September 2, 2022.
B. The Company has filed or submitted all reports required under Section 13(a) or Section 15(d) of the Exchange Act and corresponding Commission rules for the 12-months preceding the filing of this Form 15F. The Company has filed at least one annual report under Section 13(a) of the Exchange Act.
Item 2. Recent United States Market Activity
The Company’s ADSs were last sold in the United States in a registered offering under the Securities Act of 1933, as amended (the “Securities Act”) in December 2003 pursuant to a registration statement on Form F-1 (No. 333-110615) and Form F-6 (No. 333-110622), as amended.
Item 3. Foreign Listing and Primary Trading Market
A. The foreign exchange on which the Company has maintained a listing of its H Shares is The Stock Exchange of Hong Kong Limited (the “SEHK”) and such exchange constitutes the primary trading market for the Company’s H Shares.
B. The Company was initially listed on SEHK in December 2003. The Company has maintained the listing of its H Shares on SEHK for at least the 12-months preceding the filing of this Form 15F.
C. The percentage of trading in H Shares that occurred in Hong Kong for the 12-month period from November 3, 2022 to November 2, 2023 (both dates inclusive) was 99.93%.
Item 4. Comparative Trading Volume Data
A. The 12-month period used for calculations under Rule 12h-6(a)(4)(i) was from November 3, 2022 through November 2, 2023 (both dates inclusive).
B. The average daily trading volume of the Company’s H Shares (including H Shares represented in the form of ADSs) in the United States was 23,801 shares for the same 12-month period. The average daily trading volume of the Company’s H Shares (including H Shares represented in the form of ADSs) worldwide was 33,448,628 shares for the same 12-month period.
C. The average daily trading volume of the Company’s H Shares (including H Shares represented in the form of ADSs) in the United States was approximately 0.07% of the average daily trading volume of the Company’s H Shares (including H Shares represented in the form of ADSs) on a worldwide basis for the same 12-month period.
D. The Company delisted its ADSs from the NYSE effective September 2, 2022. As of September 2, 2022, the average daily trading volume of the Company’s H Shares (including H Shares represented in the form of ADSs) in the United States as a percentage of the average daily trading volume for the Company’s H Shares (including H Shares represented in the form of ADSs) on a worldwide basis for the preceding 12-month period was approximately 12.66%.
E. The Company terminated its sponsored American Depositary Receipt program regarding its H Shares on November 11, 2022. As of November 11, 2022, the average daily trading volume of the Company’s H Shares (including H Shares represented in the form of ADSs) in the United States as a percentage of the average daily trading volume for the Company’s H Shares (including H Shares represented in the form of ADSs) on a worldwide basis for the preceding 12-month period was approximately 11.36%.
F. The Company used Bloomberg L.P. as the source for determining whether it meets the average daily trading volume requirements of Rule 12h-6.
Item 5. Alternative Record Holder Information
Not applicable.
Item 6. Debt Securities
Not applicable.
Item 7. Notice Requirement
A. The Company published a notice, as required by Rule 12h-6(h) under the Exchange Act, disclosing its intent to terminate its registration of the H Shares under section 12(g) of the Exchange Act and its duty to file reports under section 13(a) and section 15(d) of the Exchange Act on November 13, 2023.
B. The Company disseminated this notice in the United States through PR Newswire. In addition, this notice was posted on the Company’s website. The Company submitted a copy of the notice to the SEC under cover of a Form 6-K on November 13, 2023.
Item 8. Prior Form 15 Filers
Not applicable.
PART II
Item 9. Rule 12g3-2(b) Exemption
The Company will publish the information required under Rule 12g3-2(b)(1)(iii) on its website at https://www.e-chinalife.com/.
PART III
Item 10. Exhibits
None.
Item 11. Undertakings
The undersigned issuer hereby undertakes to withdraw this Form 15F if, at any time before the effectiveness of its termination of reporting under Rule 12h-6, it has actual knowledge of information that causes it reasonably to believe that, at the time of filing the Form 15F:
(1) The average daily trading volume of its subject class of securities in the United States exceeded 5 percent of the average daily trading volume of that class of securities on a worldwide basis for the same recent 12-month period that the issuer used for purposes of Rule 12h-6(a)(4)(i);
(2) Its subject class of securities was held of record by 300 or more United States residents or 300 or more persons worldwide, if proceeding under Rule 12h-6(a)(4)(ii) or Rule 12h-6(c); or
(3) It otherwise did not qualify for termination of its Exchange Act reporting obligations under Rule 12h-6.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, China Life Insurance Company Limited has duly authorized the undersigned person to sign on its behalf this certification on Form 15F. In so doing, China Life Insurance Company Limited certifies that, as represented on this Form, it has complied with all of the conditions set forth in Rule 12h-6 for terminating its registration under Section 12(g) of the Exchange Act, or its duty to file reports under Section 13(a) or Section 15(d) of the Exchange Act, or both.
Date: November 13, 2023
| China Life Insurance Company Limited | ||
| By: | /s/ Li Mingguang | |
| Name: | Li Mingguang | |
| Title: | President and Executive Director | |