China Life Insurance Co Ltd – ‘F-6 POS’ on 12/15/06

On:  Friday, 12/15/06, at 1:11pm ET   ·   Effective:  12/15/06   ·   Accession #:  1144204-6-52796   ·   File #:  333-110622

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Post-Effective Amendment to an F-6   —   Form F-6
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: F-6 POS     Post-Effective Amendment to an F-6                     8     29K 
 2: EX-99       Miscellaneous Exhibit                                 14     51K 
 3: EX-99       Miscellaneous Exhibit                                  1      4K 

F-6 POS   —   Post-Effective Amendment to an F-6
Document Table of Contents

F-6 POS
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As filed with the U.S. Securities and Exchange Commission on December 14, 2006

                                                     Registration No. 333-110622

================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------

 POST EFFECTIVE AMENDMENT NO. 1 TO

FORM F-6
 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 For Depositary Shares Evidenced by American Depositary Receipts

China Life Insurance Company Limited

(Exact name of issuer of deposited securities as specified in its charter)

China Life Insurance Company Limited
 (Translation of issuer's name into English)

The People's Republic of China
 (Jurisdiction of incorporation or organization of issuer)

       JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)

4 New York Plaza, New York, NY 10004
Telephone (212) 623-0636
 (Address, including zip code, and telephone number, including area code, of
depositary's principal executive offices) 
--------------------
 CT Corporation System
 111 Eighth Avenue, 13th Floor
New York, New York 10011
(212) 894-8940
(Address, including zip code, and telephone number, including area code,
 of agent for service)

Copy to:

Scott A. Ziegler, Esq.
 Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44th Floor
New York, New York 10022
(212) 319-7600

It is proposed that this filing become effective under Rule 466     

|X| immediately upon filing 

|_| on (Date) at (Time)     

If a separate registration statement has been filed to register the 
deposited shares, check the following box. |_|                                  

                                                        [Enlarge/Download Table]


                                              CALCULATION OF REGISTRATION FEE                                                    
=================================================================================================================================
              Title of each class of                    Amount       Proposed maximum    Proposed maximum        Amount of       
           Securities to be registered             to be registered  aggregate price    aggregate offering    registration fee   
                                                                       per unit (1)         price (2)                            
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                 
American Depositary Shares evidenced by American         N/A               N/A                 N/A                  N/A          
Depositary Receipts, each American Depositary                                                                                    
Share representing 15 overseas listed                                                                                            
foreign-invested shares, or H shares, of China                                                                                   
Life Insurance Company Limited                                                                                                   
=================================================================================================================================

(1)      Each Unit represents 100 American Depositary Shares.                   
(2)      Estimated solely for the purpose of calculating the registration fee.  
        Pursuant to Rule 457(k), such estimate is computed on the basis of the
        maximum aggregate fees or charges to be imposed in connection with the
         issuance of American Depositary Receipts evidencing American Depositary
Shares.                                                       

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PART I
INFORMATION REQUIRED IN PROSPECTUS

     The Prospectus consists of the proposed form of American Depositary
Receipt ("ADR" or "American Depositary Receipt") included as Exhibit A to the   
Amendment to Deposit Agreement filed as Exhibit (a)(2) to this Registration     
Statement, which is incorporated herein by reference.                           

 CROSS REFERENCE SHEET

Item 1.  DESCRIPTION OF SECURITIES TO BE REGISTERED                             

                                                        [Enlarge/Download Table]


                                                                 Location in Form of American Depositary         
Item Number and Caption                                          Receipt Filed Herewith as Prospectus            
-----------------------                                          ------------------------------------            
                                                                                                                 
(1)   Name and address of Depositary                             Introductory paragraph                          
(2)   Title of American Depositary Receipts and identity of      Face of American Depositary Receipt, top center 
      deposited securities                                                                                       
      Terms of Deposit:                                                                                          
      (i)     Amount of deposited securities represented by one  Face of American Depositary Receipt, upper right
              unit of American Depositary Shares                 corner                                          
      (ii)    Procedure for voting, if any, the deposited        Paragraph (12)                                  
              securities                                                                                         
      (iii)   Collection and distribution of dividends           Paragraphs (4), (5), (7) and (10)               
      (iv)    Transmission of notices, reports and proxy         Paragraphs (3), (8) and (12)                    
              soliciting material                                                                                
      (v)     Sale or exercise of rights                         Paragraphs (4), (5) and (10)                    
      (vi)    Deposit or sale of securities resulting from       Paragraphs (4), (5), (10) and (13)              
              dividends, splits or plans of reorganization                                                       
      (vii)   Amendment, extension or termination of the         Paragraphs (16) and (17)                        
              Deposit Agreement                                                                                  
      (viii)  Rights of holders of receipts to inspect the       Paragraph (3)                                   
              transfer books of the Depositary and the list                                                      
              of Holders of receipts                                                                             
      (ix)    Restrictions upon the right to deposit or          Paragraphs (1), (2), (4), and (5)               
              withdraw the underlying securities                                                                 
      (x)     Limitation upon the liability of the Depositary    Paragraph (14)                                  
(3)   Fees and Charges                                           Paragraph (7)                                   

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Item 2.  AVAILABLE INFORMATION                                                  

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                                                                 Location in Form of American Depositary  Receipt
Item Number and Caption                                          Filed Herewith as Prospectus                    
-----------------------                                          ----------------------------                    
                                                                                                                 
(b)      Statement that China Life Insurance Company Limited is  Paragraph (8)                                   
         subject to the periodic reporting requirements of the                                                   
         Securities Exchange Act of 1934 and, accordingly files                                                  
         certain reports with the Commission, and that such                                                      
         reports can be inspected by holders of American                                                         
         Depositary Receipts and copied at public reference                                                      
         facilities maintained by the Commission in Washington,                                                  
         D.C.                                                                                                    

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 PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  EXHIBITS                                                               

     (a)(1)   Form of Deposit Agreement. Form of Deposit Agreement dated as of ,
           2003 among China Life Insurance Company Limited, JPMorgan Chase
             Bank, N.A. as depositary (the "Depositary"), and all holders from
             time to time of ADRs issued thereunder (the "Deposit Agreement").
        Previously filed as an exhibit to Registration Statement No.
333-110622 and incorporated herein by reference.    

(a)(2)   Form of Amendment to Deposit Agreement. Form of Amendment to 
        Deposit Agreement, including the Form of American Depositary
Receipt, is filed herewith as Exhibit (a)(2).       

     (b)      Any other agreement to which the Depositary is a party relating to
     the issuance of the American Depositary Shares registered
            hereunder or the custody of the deposited securities represented
thereby. Not Applicable.                            

(c)      Every material contract relating to the deposited securities 
             between the Depositary and the issuer of the deposited securities
              in effect at any time within the last three years. Not Applicable.

(d)      Opinion of Ziegler, Ziegler & Associates LLP, counsel to the 
              Depositary, as to the legality of the securities being registered.
        Previously filed as an exhibit to Registration Statement No.
333-110622 and incorporated herein by reference.    

(e)      Certification under Rule 466. Filed herewith as Exhibit (e)  

     (f)      Power of Attorney. Included as part of the signature pages hereto.

Item 4.  UNDERTAKINGS                                                           

 (a) The Depositary hereby undertakes to make available at the principal
  office of the Depositary in the United States, for inspection by
holders of the American Depositary Receipts, any reports and  
     communications received from the issuer of the deposited securities
    which are both (1) received by the Depositary as the holder of the
       deposited securities, and (2) made generally available to the holders
of the underlying securities by the issuer.                   

     (b) If the amounts of fees charged are not disclosed in the prospectus, the
         Depositary undertakes to prepare a separate document stating the amount
       of any fee charged and describing the service for which it is charged
       and to deliver promptly a copy of such fee schedule without charge to
anyone upon request. The Depositary undertakes to notify each 
        registered holder of an American Depositary Receipt thirty days before
any change in the fee schedule.                               

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 SIGNATURE

   Pursuant to the requirements of the Securities Act of 1933, as amended,
JPMorgan Chase Bank, N.A., on behalf of the legal entity created by the Deposit 
Agreement, certifies that it has reasonable grounds to believe that all the     
requirements for filing on Form F-6 are met and has duly caused this            
Post-Effective Amendment to Registration Statement on Form F-6 to be signed on  
its behalf by the undersigned, thereunto duly authorized, in The City of New    
York, State of New York, on December 13, 2006.                                  

                               Legal entity created by the form of Deposit
                      Agreement for the issuance of ADRs
                         evidencing American Depositary Shares

                                  By:   JPMORGAN CHASE BANK, N.A., as Depositary

                 By:   /s/Joseph M. Leinhauser
                                   -----------------------------------
              Name: Joseph M. Leinhauser
         Title: Vice President

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SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, China Life
Insurance Company Limited certifies that it has reasonable grounds to believe   
that all the requirements for filing on Form F-6 are met and has duly caused    
this Post-Effective Amendment to Registration Statement on Form F-6 to be signed
on its behalf by the undersigned, thereunto duly authorized, on December 13,    
2006.                                                                           

                        CHINA LIFE INSURANCE COMPANY LIMITED

     By:    /s/ Wu Yan
                                     -----------------------------------
 Name:  Wu Yan
                           Title: Executive Director and President

 POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Wu Yan and Wan Fang, jointly and          
severally, his true and lawful attorneys-in-fact and agents, with full power of 
substitution and resubstitution, for him and in his name, place and stead, in   
any and all capacities, to sign any and all amendments (including pre-effective 
and post-effective amendments) to this Registration Statement, and to file the  
same, with all exhibits thereto, and other documents in connection therewith,   
with the Securities and Exchange Commission, granting unto said                 
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the         
premises, as fully to all intents and purposes as he might or could do in       
person, hereby ratifying and confirming all that said attorneys-in-fact and     
agents, or their or his substitute or substitutes, may lawfully do or cause to  
be done by virtue thereof.                                                      

   Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment to Registration Statement on Form F-6 has been    
signed by the following persons in the capacities indicated as of December 13,  
2006.                                                                           

Signatures                                  Title                               
----------                                  -----                               

/s/Yang Chao                                Chairman of the Board and Executive 
-------------------------------------       Director                            
Yang Chao                                                                       

/s/Wu Yan                                   Executive Director and President    
-------------------------------------                                           
Wu Yan                                                                          

/s/Wan Feng                                 Director and Vice President         
-------------------------------------                                           
Wan Feng                                                                        

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                              Non-Executive Director
-------------------------------------                                           
Miao Fuchun                                                                     

/s/Shi Guoqing                              Non-Executive Director              
-------------------------------------                                           
Shi Guoqing                                                                     

/s/Zhuang Zuojin                            Non-Executive Director              
-------------------------------------                                           
Zhuang Zuojin                                                                   

/s/Long Yongtu                              Independent Non-Executive Director  
-------------------------------------                                           
Long Yongtu                                                                     

/s/Sun Shuyi                                Independent Non-Executive Director  
-------------------------------------                                           
Sun Shuyi                                                                       

                                          Independent Non-Executive Director
-------------------------------------                                           
Cai Rang                                                                        

/s/Ma Yongwei                               Independent Non-Executive Director  
-------------------------------------                                           
Ma Yongwei                                                                      

/s/Chau Tak Hay                             Independent Non-Executive Director  
-------------------------------------                                           
Chau Tak Hay                                                                    

/s/Liu Jiade                                Chief Financial Officer             
-------------------------------------                                           
Liu Jiade                                                                       

/s/Donald J. Puglisi                        Authorized Representative in the    
-------------------------------------       United States                       
Donald J. Puglisi                                                               

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 INDEX TO EXHIBITS

Exhibit                                                                         
Number                                                                          
-------                                                                         
(a)(2)   Form of Amendment to Deposit Agreement.                                
(e)      Rule 466 Certification                                                 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘F-6 POS’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		12/15/06							None on these Dates
		12/14/06		1
		12/13/06		5		6
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