Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

新華人壽保險股份有限公司

NEW CHINA LIFE INSURANCE COMPANY LTD.

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

(Stock Code: 1336) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF GENERAL MEETING PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF THE BOARD OF DIRECTORS PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF THE BOARD OF SUPERVISORS

According to the Notice on Relevant Matters in relation to Accelerating Municipal Enterprises to Include the Overall Requirements on Party Construction Works in Their Articles of Association (《關於加快 推進市屬企業黨建工作總體要求納入公司章程有關事項的通知》) issued by the Party Committee of the State-owned Assets Supervision and Administration Commission of People's Government of Beijing Municipality, the Guidelines for the Articles of Association of Insurance Companies (Bao Jian Fa [2017] No. 36) (《保險公司章程指引》(保監發[2017]36號)) issued by China Insurance Regulatory Commission, Guidelines on Articles of Association of Listed Companies (Announcement of CSRC [2016] No. 23)(《上市公司章程指引》(中國證監會公告[2016]23號)) and the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange (Shang Zheng Fa [2014] No. 65)(《上海證券交易 所股票上市規則》(上證發[2014]65號)) issued by the China Securities Regulatory Commission, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (《香港聯 合交易所有限公司證券上市規則》) and other regulatory requirements and the needs of governance practice of New China Life Insurance Company Ltd. (the "Company"), the Company proposed to make certain amendments to relevant articles of the Articles of Association of New China Life Insurance Company Ltd. ("Articles of Association") ("Proposed Amendments to the Articles of Association"). To ensure the unification and regularization of corporate governance documents, the Company proposed to make certain amendments to the Rules of Procedures of the General Meeting, the Rules of Procedures of the Board of Directors and the Rules of Procedures of the Board of Supervisors according to the amendments to the Articles of Association("Proposed Amendments to the Rules of Procedures"). Details of the aforesaid amendments are set out in Appendix I, Appendix II, Appendix III and Appendix IV to this announcement.

Proposed Amendments to the Articles of Association, proposed amendments to the Rules of Procedures of the General Meeting and the Rules of Procedures of the Board of Directors have been considered and approved at the 15th meeting of the 6th session of the Board of Directors held on 29 August 2017. Proposed amendments to the Rules of Procedures of the Board of Supervisors has been considered and approved at the 8th meeting of the 6th session of the Board of Supervisors held on 29 August 2017. Proposed Amendments to the Articles of Association and Proposed Amendments to the Rules of Procedures are subject to the approval by the shareholders of the Company at the general meeting of the Company. A circular containing, among other things, details of the Proposed Amendments to the Articles of Association and Proposed Amendments to the Rules of Procedures will be despatched to shareholders of the Company in due course. The Proposed Amendments to the Articles of Association and the Proposed Amendments to the Rules of Procedures will take effect after the approval by China Insurance Regulatory Commission.

By order of the Board

New China Life Insurance Company Ltd. WAN Feng

Chairman

Beijing, China, 29 August 2017

As at the date of this notice, the executive directors of the Company are WAN Feng and LI Zongjian; the non-executive directors are LIU Xiangdong, XIONG Lianhua, WU Kunzong, HU Aimin, DACEY John Robert and PENG Yulong; and the independent non-executive directors are LI Xianglu, ZHENG Wei, FONG Chung Mark, CHENG Lie and NEOH Anthony Francis.

APPENDIX I: DETAILS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Original

Revised

Article 1 To safeguard the legal rights of New China Life Insurance Company Ltd. (hereinafter referred to as the "Company"), shareholders and creditors, as well as to manage the structure and behavior of the Company, this Articles of Association (hereinafter referred to as the "Articles" or "Articles of Association") is formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Insurance Law of the People's Republic of China (hereinafter referred to as the "Insurance Law"), the Special Provisions of the State Council on the Overseas Offering and Listing of Shares by Joint Stock Limited Companies (hereinafter referred to as the "Special Provisions"), the Mandatory Provisions for Articles of Association of Companies to be Listed Overseas, the Listing Rules of Shanghai Stock Exchange, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as the "Hong Kong Listing Rules") as well as other relevant laws and regulations.

Article 1 To adapt to the requirements from the development of socialist market economy and safeguard the legal rights of New China Life Insurance Company Ltd. (hereinafter referred to as the "Company"), shareholders and creditors, as well as to manage the structure and behavior of the Company, this Articles of Association (hereinafter referred to as the "Articles" or "Articles of Association") is formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Insurance Law of the People's Republic of China (hereinafter referred to as the "Insurance Law"),the Constitution of the Communist Party of China, the Special Provisions of the State Council on the Overseas Offering and Listing of Shares by Joint Stock Limited Companies (hereinafter referred to as the "Special Provisions"), the Mandatory Provisions for Articles of Association of Companies to be Listed Overseas,the Guidance on Insurance Companies' Articles of Association, the Listing Rules of Shanghai Stock Exchange, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as the "Hong Kong Listing Rules") as well as other relevant laws and regulations.

Article 6 The Company is subject to the jurisdiction and protection of laws, rules and regulations of the People's Republic of China, and is monitored and administrated by the China Insurance Regulatory Commission (hereinafter referred to as the "CIRC").

Article 6 The Company is subject to the jurisdiction and protection of laws, rules and regulations of the People's Republic of China, shall comply with laws and regulations and implement uniformnational policies and guidelines in terms of finance and insurance and is monitored and administrated by the China Insurance Regulatory Commission (hereinafter referred to as the "CIRC").

Article 9 Since the Articles of Association becomes effective, it shall act as a legally binding document for the management of the company's structure and behaviors, and the rights and obligations between the company and its shareholders and also among the shareholders. The Articles of Association will be binding to the Company, its shareholders, directors, supervisors, CEO, President (COO) and other senior management members. The aforesaid personnel shall all have the right to propose claims concerning the affairs of the Company in accordance with these Articles.

……

Article 9 Since the Articles of Association becomes effective, it shall act as a legally binding document for the management of the company's structure and behaviors, and the rights and obligations between the company and its shareholders and also among the shareholders. The Articles of Association will be binding to the Company, its shareholders, directors, supervisors, members of party committee(discipline inspection commission), CEO, President (COO) and other senior management members. The aforesaid personnel shall all have the right to propose claims concerning the affairs of the Company in accordance with these Articles.

(Note: "President (COO)"and "COO" in this Articles of Association were changed to "President".)

……

Original

Revised

Article 10 The senior management members referred to in the Articles of Association shall mean the Company's Chief Executive Officer ("CEO"), President or Chief Operation Officer ("COO"), Vice Presidents, assistant to the President, secretary of the board of directors, Chief Financial Officer ("CFO"), Chief Actuary and other senior managers appointed by the board of directors and in accordance with the regulations of the CIRC.

Article 10 The senior management members referred to in the Articles of Association shall mean the Company's Chief Executive Officer ("CEO"), President (COO), Vice Presidents, assistant to the President, secretary of the board of directors, Chief Financial Officer ("CFO"), Chief Risk Officer, Chief Actuary, Compliance Officer, AuditingOfficer and other senior managers appointed by the board of directors and in accordance with the regulations of the CIRC.

Article 12 (Newly added) In accordance with the provisions of the Constitution of the Communist Party of China, the Company shall establish an organization of the Communist Party of China (hereinafter referred to as the "Party"). The party organization shall play a leading role and function as the political core of the Company, supervising its direction of development, overlooking the whole picture and facilitating implementation. The working organ of the Party shall be established to carry out party activities.

The Company shall provide necessary conditions for the party organization to implement its normal activities, including the establishment of the Party organization and staffing of party members into the enterprise's management organization, staffing, and inclusion of the party organization's work funding into the Company's management budget.

Article 13 (Newly added) According to the Constitution of the People's Republic of China and other relevant laws, the Company exercises democratic management. The Company shall organize the trade union in accordance with the law, carry out trade union activities and safeguard the legal rights of employees. The Company shall provide necessary conditions for the activities of its trade union.

New China Life Insurance Co. Ltd. published this content on 29 August 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 30 August 2017 12:17:05 UTC.

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