New China Life Insurance : THE SECOND EXTRAORDINARY GENERAL MEETING OF 2021

THIS CIRCULAR 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 to be taken, 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 of New China Life Insurance Company Ltd., you should at once hand this circular and the accompanying proxy form 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 the 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.

NEW CHINA LIFE INSURANCE COMPANY LTD.

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

(Stock Code: 01336)

THE SECOND EXTRAORDINARY GENERAL MEETING OF 2021

The second extraordinary general meeting of 2021 of the Company (the "Second EGM of 2021") will be convened at 10:00 a.m. on 28 April 2021 at 21/F, NCI Tower, A12 Jianguomenwai Avenue, Chaoyang District, Beijing, the PRC. The notice of the Second EGM of 2021 and a proxy form are enclosed and are also published on the website of the Hong Kong Stock Exchange (www.hkexnews.hk).

Shareholders of H Shares who intend to attend the Second EGM of 2021 by proxy should complete and return the enclosed proxy form to the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, no later than 24 hours before the scheduled time for the Second EGM of 2021 (i.e. before 10:00 a.m. on 27 April 2021). Completion and return of the proxy form will not preclude a Shareholder from attending the Second EGM of 2021 and voting in person if he/she so wishes.

8 April 2021

Note: If there is any inconsistency between the Chinese and English versions of this circular, the Chinese version shall

prevail.

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DEFINITIONS

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

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LETTER FROM THE BOARD

NEW CHINA LIFE INSURANCE COMPANY LTD.

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

PROPOSAL ON THE ELECTION OF MR. ZHANG HONG AS AN EXECUTIVE DIRECTOR OF THE SEVENTH SESSION OF THE BOARD OF THE COMPANY PROPOSAL ON THE ELECTION OF MR. LIU DEBIN

AS A SHAREHOLDER REPRESENTATIVE SUPERVISOR OF

THE SEVENTH SESSION OF THE BOARD OF SUPERVISORS OF THE COMPANY PROPOSAL ON THE ELECTION OF MR. SHI HONGYU AS A SHAREHOLDER REPRESENTATIVE SUPERVISOR OF THE SEVENTH SESSION OF THE

BOARD OF SUPERVISORS OF THE COMPANY

PROPOSAL ON THE STANDARD OF THE REMUNERATION OF THE EXECUTIVE

DIRECTOR AND VICE PRESIDENT OF THE COMPANY

AND

NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2021

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LETTER FROM THE BOARD

1. INTRODUCTION

On behalf of the Board, I invite you to attend the Second EGM of 2021 to be held at 21/F, NCI Tower, A12 Jianguomenwai Avenue, Chaoyang District, Beijing, the PRC at 10:00 a.m on 28 April 2021.

The purpose of this circular is to provide you with the notice of the Second EGM of 2021 and to provide you with all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolution at the Second EGM of 2021.

2. BUSINESS TO BE TRANSACTED AT THE SECOND EGM OF 2021

Ordinary resolutions to be proposed at the Second EGM of 2021 for the Shareholders to consider and approve are: (1) the proposal on the election of Mr. ZHANG Hong as an executive Director of the seventh session of the Board of the Company; (2) the proposal on the election of Mr. LIU Debin as a shareholder representative supervisor of the seventh session of the Board of Supervisors of the Company; (3) the proposal on the election of Mr. SHI Hongyu as a shareholder representative supervisor of the seventh session of the Board of Supervisors of the Company; and (4) proposal on the standard of the remuneration of the executive Director and vice president of the Company.

In order to enable you to have a better understanding of the resolution to be proposed at the Second EGM of 2021 and to make informed decisions upon obtaining sufficient and necessary information, we have provided detailed information in this circular, including the explanatory information on the proposed resolutions to be considered and approved at the Second EGM of 2021 (see Appendix I), biographical details of Mr. ZHANG Hong (see Appendix II), biographical details of Mr. LIU Debin (see Appendix III) and biographical details of Mr. SHI Hongyu (see Appendix IV).

3. THE SECOND EGM OF 2021

In order to determine the Shareholders of H Shares who are entitled to attend the Second EGM of 2021, the register of members of H Shares of the Company will be closed from 23 April 2021 to 28 April 2021, both days inclusive, during which period no transfer of H Shares will be effected. Shareholders of H Shares who intend to attend the Second EGM of 2021 must deposit the share certificates together with the transfer documents at the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at or before 4:30 p.m. on 22 April 2021. The address of Computershare Hong Kong Investor Services Limited is Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong. Shareholders of H Shares whose names appear on the register of members of H Shares of the Company at the close of business on 22 April 2021 are entitled to attend and vote at the Second EGM of 2021.

A proxy form for use at the Second EGM of 2021 is enclosed and also published on the website of the Hong Kong Stock Exchange (www.hkexnews.hk). Shareholders of H Shares who intend to attend the Second EGM of 2021 by proxy should complete and return the enclosed proxy form to Computershare Hong Kong Investor Services Limited no later than 24 hours before the scheduled time for holding the Second EGM of 2021 (i.e. before 10:00 a.m. on 27 April 2021). The address is 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong. Completion and return of the proxy form will not preclude a Shareholder from attending the Second EGM of 2021 and voting in person if he/she so wishes.

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LETTER FROM THE BOARD

4. VOTING METHOD AT THE SECOND EGM OF 2021

The voting of Shareholders of H Shares at the Second EGM of 2021 will be taken by way of registered poll.

5. RECOMMENDATION

The Board considers that the resolutions mentioned above are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends that all Shareholders vote in favor of the resolutions at the Second EGM of 2021.

By Order of the Board

New China Life Insurance Company Ltd.

LI Quan

Executive Director

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1. TO CONSIDER AND APPROVE THE PROPOSAL ON THE ELECTION OF MR. ZHANG HONG AS AN EXECUTIVE DIRECTOR OF THE SEVENTH SESSION OF THE BOARD OF THE COMPANY

According to the requirements of relevant laws and regulations and the Articles of Association, the nomination and remuneration committee under the Board shall have the right to nominate candidates for Directors. The nomination and remuneration committee under the Board nominated Mr. ZHANG Hong as a candidate for an executive Director of the seventh session of the Board of the Company.

This proposal has been considered and approved at the 19th meeting of the seventh session of the Board held on 8 April 2021 and is hereby proposed to the Second EGM of 2021 for consideration. Upon the consideration and approval at the Second EGM of 2021, the qualification of Mr. ZHANG Hong as a Director is subject to the ratification of regulatory authorities.

If approved by the Second EGM of 2021, Mr. ZHANG Hong will enter into a respective service contract with the Company and his term of office as a Director will commence from the date of ratification from the regulatory authorities and end on the expiration of the term of the seventh session of the Board. Mr. ZHANG Hong will not receive any director's emoluments from the Company but will receive corresponding remuneration in accordance with his specific management position in the Company. Please refer to proposal 4 for the corresponding remuneration of Mr. ZHANG Hong in accordance with his specific management position in the Company. The biographical details of Mr. ZHANG Hong are set out in Appendix II to this circular.

2. TO CONSIDER AND APPROVE THE PROPOSAL ON THE ELECTION OF MR. LIU DEBIN AS A SHAREHOLDER REPRESENTATIVE SUPERVISOR OF THE SEVENTH SESSION OF THE BOARD OF SUPERVISORS OF THE COMPANY

According to the requirements of relevant laws and regulations and the Articles of Association, Shareholder(s) who individually or collectively hold 5% or more of the Shares of the Company entitled with voting rights in total shall have the right to nominate candidates for Supervisors. China Baowu Steel Group Corporation Limited, holding approximately 12.09% of the Shares of the Company, hereby nominated Mr. LIU Debin as a candidate for shareholder representative supervisor of the seventh session of the Board of Supervisors of the Company.

Upon the consideration and approval at the Second EGM of 2021, the qualification of Mr. LIU Debin as a supervisor is subject to the ratification of the regulatory authorities.

If approved by the Second EGM of 2021, Mr. LIU Debin will enter into a service contract with the Company and his term of office as a Supervisor will commence from the date of ratification from the regulatory authority and end on the expiration of the term of the seventh session of the Board of Supervisors. The remuneration of Mr. LIU Debin will be disclosed when it is determined.

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3. TO CONSIDER AND APPROVE THE PROPOSAL ON THE ELECTION OF MR. SHI HONGYU AS A SHAREHOLDER REPRESENTATIVE SUPERVISOR OF THE SEVENTH SESSION OF THE BOARD OF SUPERVISORS OF THE COMPANY

According to the requirements of relevant laws and regulations and the Articles of Association, Shareholder(s) who individually or collectively hold 5% or more of the Shares of the Company entitled with voting rights in total shall have the right to nominate candidates for Supervisors. Shanghai Fosun High-tech (Group) Co., Ltd., Fosun International Limited, Fidelidade-Companhia de Seguros, S.A, Peak Reinsurance Company Limited and Nanjing Iron and Steel United Co., Ltd., who collectively held approximately 5.84% of the Shares of the Company, jointly nominated Mr. SHI Hongyu as a candidate for shareholder representative supervisor of the seventh session of the Board of Supervisors of the Company.

This proposal has been considered and approved at the 12th meeting of the seventh session of the Board of Supervisors of the Company on 24 March 2021 and is hereby proposed to the Second EGM of 2021 for consideration. Upon the consideration and approval at the Second EGM of 2021, the qualification of Mr. SHI Hongyu as a supervisor is subject to the ratification of the regulatory authorities.

If approved by the Second EGM of 2021, Mr. SHI Hongyu will enter into a service contract with the Company and his term of office as a Supervisor will commence from the date of ratification from the regulatory authority and end on the expiration of the term of the seventh session of the Board of Supervisors. Mr. SHI Hongyu will not receive any emoluments from the Company. The biographical details of Mr. SHI Hongyu are set out in Appendix IV to this circular.

4. TO CONSIDER AND APPROVE THE PROPOSAL ON THE STANDARD OF THE REMUNERATION OF THE EXECUTIVE DIRECTOR AND VICE PRESIDENT OF THE COMPANY

The Proposal on the Appointment of Vice President and Member of Executive Committee of the Company was considered and approved by the 19th meeting of the seventh session of the Board, according to which Mr. ZHANG Hong was appointed as vice president (principal level) and a member of Executive Committee of the Company. The qualification of Mr. ZHANG Hong as a member of senior management is subject to the ratification by the regulatory authorities.

Pursuant to the Administrative Measures for the Remuneration of Senior Management of New China Life Insurance Company Ltd., it is proposed that the targeted annual remuneration for Mr. ZHANG Hong as the proposed executive Director and vice president (principal level) of the Company is RMB4.64 million (before tax).

This proposal has been considered and approved by the 19th meeting of the seventh session of the Board and it is now proposed to be considered and approved by the Second EGM of 2021.

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APPENDIX II BIOGRAPHICAL DETAILS OF MR. ZHANG HONG

The biographical details of Mr. ZHANG Hong are set out as follows:

Mr. ZHANG Hong was born in September 1964 with Chinese nationality. Mr. Zhang has been the deputy secretary of Party Committee (principal level) of the Company since September 2019. Mr. Zhang worked as a member of Party Committee, deputy general manager, deputy secretary of Party Committee, vice president, executive director, president, chairman of board of supervisors of China Reinsurance (Group) Corporation (a company listed on the HKEX; Stock Code: 01508). He also served as the chairman of China Life Reinsurance Company Ltd., general manager, chairman of China Property & Casualty Reinsurance Company Ltd., director of China Continent Property & Casualty Insurance Company Ltd. and China Reinsurance Asset Management Co., Ltd., chairman of China Nuclear Insurance Pool. Mr. Zhang worked in the People's Insurance Company of China and China Insurance (UK) Co., Ltd. Mr. Zhang obtained a bachelor's degree of arts in English from University of International Relations and was accredited as an economist.

Save as disclosed above, as at the date of this circular, Mr. ZHANG Hong does not have any other major appointment or professional qualification, nor does he hold any other position within the Company or its subsidiaries or any directorship in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the past three years prior to the date of this circular. Nor does he have any relationship with any Director, Supervisor, senior management, substantial or controlling Shareholder of the Company.

As at the date of this circular, to the knowledge and belief of the Directors, Mr. ZHANG Hong does not have any interests in the securities of the Company (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)).

Mr. ZHANG Hong has confirmed that there is no other matter relating to his proposed appointment that needs to be brought to the attention of the Shareholders, nor is there any other information that needs to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to (v) of the Hong Kong Listing Rules.

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The biographical details of Mr. LIU Debin are set out as follows:

Mr. LIU Debin was born in August 1967 with Chinese nationality. Mr. Liu is currently a member of Party Committee and chief accountant of Sinosteel Group Corporation Limited, a member of standing committee of Party Committee and chief accountant of Sinosteel Corporation Limited (中國中鋼股份有限公 司) ("Sinosteel Corporation") and chairman of board of directors of Sinosteel Futures Co., Ltd. Mr. Liu has worked for Sinosteel Group Corporation ("Sinosteel Group") and its subsidiaries since January 1995. He served successively as the deputy general manager of assets and finance department of Sinosteel Group, the deputy general manager of assets and finance department of Sinosteel Corporation, the general manager of assets and finance department of Sinosteel Group, and the deputy chief accountant of Sinosteel Corporation, a member of Party Committee of Sinosteel Group, a member of standing committee of Party Committee and chief accountant of Sinosteel Corporation. He served concurrently as secretary of Party Committee and executive director of Sinosteel Deyuan Holding Company Limited (中鋼德遠控股有限公司) from April 2018 to July 2018; he also served as secretary of Party Committee and executive director of Sinosteel Trade Holding Company Limited (中國國貿控股有限公司) from July 2018 to November 2019. Prior to that, Mr. Liu worked for The Third Construction CO., LTD of China Construction First Group（中建一局三公司） and China Metallurgical Import & Export Corporation (中國冶金進出口總公司). Mr. Liu obtained his bachelor's degree in computer software from the department of computer engineering and science of Tianjin University in July 1989, and received his master's degree in business administration from University of Science and Technology Beijing in January 2008. Mr. Liu holds the title of senior accountant.

Save as disclosed above, as at the date of this circular, Mr. LIU Debin does not have any other major appointment or professional qualification, nor does he hold any other position within the Company or its subsidiaries or any directorship in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the past three years prior to the date of this circular. Nor does he have any relationship with any Director, Supervisor, senior management, substantial or controlling Shareholder of the Company.

As at the date of this circular, to the knowledge and belief of the Directors, Mr. LIU Debin does not have any interests in the securities of the Company (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)).

Mr. LIU Debin has confirmed that there is no other matter relating to his proposed appointment that needs to be brought to the attention of the Shareholders, nor is there any other information that needs to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to (v) of the Hong Kong Listing Rules.

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The biographical details of Mr. SHI Hongyu are set out as follows:

Mr. SHI Hongyu was born in June 1984 with Chinese nationality. Mr. Shi is the deputy chief growth officer, general manager of product and science innovation center, co-general manager of staff ecology development department of Shanghai Fosun High-tech (Group) Co., Ltd. Mr. Shi joined in Fosun Group in 2019. Before that, Mr. Shi served as the general manager of innovation and development department/internet finance department of SAIC Finance Corporation Limited （上海汽車集團財務有限責任公司） from February 2017 to September 2019, the assistant to division head of consumer and micro finance department of head office of Shanghai Pudong Development Bank from October 2010 to February 2017, the senior product manager of retail credit department of China Merchant Bank Shanghai Branch from January 2009 to September 2010 and the chief risk officer of SAIC-GMAC Automotive Finance Co., Ltd. from July 2006 to December 2008. In 2006, Mr. Shi obtained a bachelor's degree in law from East China University of Political Science and Law, and a master's degree in Laws from East China University of Political Science and Law in 2014.

Save as disclosed above, as at the date of this circular, Mr. SHI Hongyu does not have any other major appointment or professional qualification, nor does he hold any other position within the Company or its subsidiaries or any directorship in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the past three years prior to the date of this circular. Nor does he have any relationship with any Director, Supervisor, senior management, substantial or controlling Shareholder of the Company.

As at the date of this circular, to the knowledge and belief of the Directors, Mr. SHI Hongyu does not have any interests in the securities of the Company (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)).

Mr. SHI Hongyu has confirmed that there is no other matter relating to his proposed appointment that needs to be brought to the attention of the Shareholders, nor is there any other information that needs to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to (v) of the Hong Kong Listing Rules.

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NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2021

NEW CHINA LIFE INSURANCE COMPANY LTD.

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

(Stock Code: 01336)

NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2021

NOTICE IS HEREBY GIVEN that the second extraordinary general meeting of 2021 (the "Second EGM of 2021") of New China Life Insurance Company Ltd. (the "Company") will be held at 10:00 a.m. on 28 April 2021 at 21/F, NCI Tower, A12 Jianguomenwai Avenue, Chaoyang District, Beijing, the PRC, to consider and, if thought fit, pass the following resolutions. Unless otherwise defined, capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated 8 April 2021:

AS ORDINARY RESOLUTIONS

1. To consider and approve the Proposal on the Election of Mr. ZHANG Hong as an executive Director of the seventh session of the Board of the Company
2. To consider and approve the Proposal on the Election of Mr. LIU Debin as a Shareholder Representative Supervisor of the Seventh Session of the Board of Supervisors of the Company
3. To consider and approve the Proposal on the Election of Mr. SHI Hongyu as a Shareholder Representative Supervisor of the Seventh Session of the Board of Supervisors of the Company
4. To consider and approve the Proposal on the Standard of the Remuneration of the Executive Director and Vice President of the Company

By Order of the Board

New China Life Insurance Company Ltd.

LI Quan

Executive Director

Beijing, China, 8 April 2021

Note: If there is any inconsistency between the Chinese and English versions of this notice, the Chinese version shall prevail.

As at the date of this notice, the executive director of the Company is LI Quan; the non-executive directors are YANG Yi, GUO Ruixiang, HU Aimin, LI Qiqiang, PENG Yulong and Edouard SCHMID; and the independent non-executive directors are LI Xianglu, ZHENG Wei, CHENG Lie, GENG Jianxin and MA Yiu Tim.

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NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF 2021

Notes:

1. The voting at the Second EGM of 2021 shall be taken by way of registered poll.
2. In order to determine the Shareholders of H Shares who are entitled to attend the Second EGM of 2021, the register of members of H Shares of the Company will be closed from 23 April 2021 to 28 April 2021, both days inclusive, during which period no transfer of H Shares will be effected. Shareholders of H Shares who intend to attend the Second EGM of 2021 must deposit the share certificates together with the transfer documents at the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at or before 4:30 p.m. on 22 April 2021. The address of Computershare Hong Kong Investor Services Limited is Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong. Shareholders of H Shares whose names appear on the register of members of H Shares of the Company at the close of business on 22 April 2021 are entitled to attend and vote at the Second EGM of 2021.
3. A Shareholder entitled to attend and vote at the Second EGM of 2021 may appoint one or more proxies to attend and vote on his/her behalf. A proxy need not to be a Shareholder of the Company.
4. The instrument appointing a proxy must be in writing and signed by a Shareholder or his/her duly authorized attorney. If the Shareholder is a corporation, such instrument must be either under its common seal or duly signed by its legal representative, director(s) or duly authorized attorney(s).
5. Shareholders of H Shares who intend to attend the Second EGM of 2021 by proxy should complete and return the enclosed proxy form to Computershare Hong Kong Investor Services Limited no later than 24 hours before the scheduled time for the Second EGM of 2021 (i.e. before 10:00 a.m. on 27 April 2021). The address is 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong. Completion and return of the proxy form will not preclude a Shareholder from attending and voting in person at the Second EGM of 2021 if he/she so wishes.
6. The Second EGM of 2021 is expected to last for half a day. Shareholders (in person or by proxy) attending the Second EGM of 2021 are responsible for their own transportation and accommodation expenses. Shareholders or their proxies attending the Second EGM of 2021 shall present their identity certifications.
7. In the case of joint Shareholders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint Shareholder(s), and for this purpose seniority will be determined by the order in which the names stand on the register of members in respect of the relevant joint holding.

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