THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Life Insurance Company Limited, you should at once hand this circular and the accompanying proxy form, the reply slip for the Annual General Meeting and, if applicable, the 2016 Annual Report to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

中國人壽保險股份有限公司 CHINA LIFE INSURANCE COMPANY LIMITED

(A joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2628) REPORTS OF THE BOARD OF DIRECTORS AND THE SUPERVISORY COMMITTEE FOR THE YEAR 2016 FINANCIAL REPORT AND PROFIT DISTRIBUTION PLAN FOR THE YEAR 2016 REMUNERATION OF DIRECTORS AND SUPERVISORS ELECTION OF MR. LIU HUIMIN AND MR. YIN ZHAOJUN AS NON-EXECUTIVE DIRECTORS OF THE FIFTH SESSION OF THE BOARD OF DIRECTORS REMUNERATION OF AUDITORS FOR THE YEAR 2016 AND APPOINTMENT OF AUDITORS FOR THE YEAR 2017 CONTINUING CONNECTED TRANSACTIONS GENERAL MANDATE TO ISSUE H SHARES DUTY REPORT OF THE INDEPENDENT DIRECTORS OF THE BOARD OF DIRECTORS FOR THE YEAR 2016 REPORT ON THE STATUS OF CONNECTED TRANSACTIONS AND EXECUTION OF THE CONNECTED TRANSACTIONS MANAGEMENT SYSTEM FOR THE YEAR 2016 AND NOTICE OF ANNUAL GENERAL MEETING

Independent Financial Advisors to the

Independent Board Committee and the Independent Shareholders

SOMERLEY CAPITAL LIMITED

A notice convening the Annual General Meeting of China Life Insurance Company Limited to be held at Multi-function Hall, 2/F, Block A, China Life Plaza, 16 Financial Street, Xicheng District, Beijing, China, on Wednesday, 31 May 2017 at 10:00 a.m. is set out on pages 8 to 14 of this circular.

Whether or not you are able to attend the Annual General Meeting, you are advised to read the notice of Annual General Meeting and to complete and return the enclosed proxy form in accordance with the instructions printed thereon. For holders of H Shares, the proxy form, together with the notarized power of attorney or any other authorization documents, should be returned to the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, and for holders of A Shares, the proxy form, together with the notarized power of attorney authorizing execution of the proxy form or any other authorization documents should be returned to the Company's Board Secretariat in person or by post not less than 24 hours (excluding any part of a day that is a public holiday) before the time appointed for convening the Annual General Meeting (i.e. no later than 10:00 a.m. on 29 May 2017 for holders of H Shares and no later than 10:00 a.m. on 27 May 2017 for holders of A Shares) or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting at the Annual General Meeting or at any adjourned meeting if you so wish.

If you intend to attend the Annual General Meeting in person or by proxy, you are required to complete and return the reply slip to Computershare Hong Kong Investor Services Limited (for holders of H Shares) or to the Company's Board Secretariat (for holders of A Shares) on or before Wednesday, 10 May 2017.

12 April 2017

Pages

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 APPENDIX I - BUSINESS OF THE ANNUAL GENERAL MEETING 15 APPENDIX II - LETTER FROM THE INDEPENDENT BOARD COMMITTEE 41 APPENDIX III - LETTER FROM ALLIANCE CAPITAL 43 APPENDIX IV - LETTER FROM SOMERLEY 56 APPENDIX V - REPORT ON THE STATUS OF CONNECTED TRANSACTIONS AND EXECUTION OF THE CONNECTED TRANSACTIONS MANAGEMENT SYSTEM OF THE COMPANY FOR THE YEAR 2016 . . . 73 APPENDIX VI - GENERAL INFORMATION 78

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

"A Share(s)" domestic share(s) of RMB1.00 each in the share capital of the Company which are listed on the Shanghai Stock Exchange and traded in RMB

"AGM" or "Annual General Meeting"

the annual general meeting of the Company to be held on Wednesday, 31 May 2017 at 10:00 a.m. at Multi-function Hall, 2/F, Block A, China Life Plaza, 16 Financial Street, Xicheng District, Beijing, China

"Alliance Capital" Alliance Capital Partners Limited, a corporation licensed to carry out business in Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, which has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in relation to the Transactions under the Framework Agreement

"Articles of Association" the articles of association of the Company, as amended from time to time

"associate" has the meaning given to it under the Hong Kong Listing Rules

"Board" or "Board of Directors" the board of Directors of the Company

"Chongqing Trust" 重慶國際信託股份有限公司 (Chongqing International Trust

Inc.), a joint stock limited liability company established under the laws of the PRC

"CIRC" the China Insurance Regulatory Commission

"CLI" 國壽投資控股有限公司 (China Life Investment Holding Company Limited), a company established under the laws of the PRC with limited liability and a wholly-owned subsidiary of CLIC

"CLIC" 中國人壽保險(集團)公司 (China Life Insurance (Group) Company), a state-owned enterprise established under the laws of the PRC, and the controlling shareholder of the Company holding approximately 68.37% of the issued share capital of the Company

"CLP&C" 中國人壽財產保險股份有限公司 (China Life Property and Casualty Insurance Company Limited), a joint stock limited liability company incorporated under the laws of the PRC, and a non-wholly owned subsidiary of CLIC owned as to 60% by CLIC and 40% by the Company

"Company" China Life Insurance Company Limited, a joint stock limited company incorporated in the PRC with limited liability

"connected person" has the meaning given to it under the Hong Kong

Listing Rules

"controlling shareholder" has the meaning given to it under the Hong Kong

Listing Rules

"Directors" directors of the Company

"Equity" any equity or investment interest of a limited liability company or a joint stock limited liability company whose shares are not listed on any securities exchange and which is legally established and registered within or outside the PRC

"Existing Agreement" the Entrusted Investment and Management Agreement

for Alternative Investments with Insurance Funds(《保 險資金另類投資委託投資管理協議》)entered into between the Company and CLI on 3 February 2016, which will expire on 30 June 2017

"Framework Agreement" the Framework Agreement in relation to the

Subscription and Redemption of Trust Products and Other Daily Transactions(《信託產品認(申)購、贖回及其 他日常交易框架協議》) to be entered into between the Company and Chongqing Trust

"Group" the Company and its subsidiaries

"H Share(s)" overseas listed foreign share(s) of RMB1.00 each in the share capital of the Company which are listed on the Hong Kong Stock Exchange and traded in Hong Kong dollars

"Hong Kong" the Hong Kong Special Administrative Region of the PRC

China Life Insurance Co. Ltd. published this content on 11 April 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 11 April 2017 15:05:07 UTC.

Original documenthttp://www.e-chinalife.com/IRchannel/files/announcement_20170411_EN_1.pdf

Public permalinkhttp://www.publicnow.com/view/5FB4060E3565DEED385827BB3F401D78449CB1E6