601336: New China Life Insurance Company Ltd(601336) H-share announcement does not make any statement on the accuracy or completeness, and expressly states that it will not be liable for any loss arising from or reliance on all or any part of the contents of this announcement.
NEW CHINA LIFE INSURANCE COMPANY LTD.
01336
connected transaction
Redemption fund
The board of directors of the redemption fund announced that after deliberation and approval by the board of directors on December 23, 2021, the company intends to redeem all subscribed shares in the fund issued by Huabao fund, and the redemption amount is expected to not exceed RMB 350 million. Within the meaning of the listing rules, China Baowu holds about 12.09% of the total issued shares of the company and is the main shareholder and connected person of the company. Huabao fund indirectly holds 51% of its equity by China Baowu. It is the contact person of China Baowu and a connected person of the company. Therefore, the redemption fund constitutes a connected transaction of the company under Chapter 14A of the listing rules. Since the maximum applicable percentage rate of the redemption fund is higher than 0.1% but lower than 5%, according to Chapter 14A of the listing rules, the redemption fund shall comply with the requirements of announcement and annual reporting, but may be exempted from the requirements approved by independent shareholders. Background reference is made to the announcement of the company dated October 1, 2018, which relates to the framework agreement on fund product subscription and redemption entered into between the company and Huabao fund. According to the framework agreement, the company shall purchase and redeem the units of fund products issued by Huabao fund from time to time during the term of the agreement.
The redemption fund was deliberated and approved by the board of directors on December 23, 2021. The company plans to redeem all the subscribed units in the fund issued by Huabao fund, The redemption price is calculated based on the net unit value on the date of fund redemption (the fund manager valuates the fund assets and the fund custodian reviews them). The redemption amount is the actual confirmed effective redemption units multiplied by the net value of the fund units on the date of redemption and deducting the corresponding expenses. The redemption amount is expected to not exceed RMB 350 million. The redemption is made according to the specific fund product contract signed between the company and Huabao fund under the framework agreement The amount shall be paid within 10 trading days (including the redemption date) after the successful redemption application. According to the specific fund contract signed between the company and Huabao fund under the framework agreement, the company shall pay the management fee and redemption fee to Huabao fund for the redemption fund. The total management fee and redemption fee of the redemption fund are expected to not exceed RMB 7 million (subject to the actual redeemed units and the net value of the fund). The management fee and redemption fee of the fund shall comply with the relevant rates specified in the fund issuance announcement. The specific rates are as follows:
Fund name annual management rate redemption rate Huabao S & P Hong Kong listed China small and medium Cap Index securities investment 1%0 Fund (LOF)
Huabao CSI 1000 index securities investment fund 0.5% 0 Huabao CSI medical trading open-end index securities investment 0.5% redemption fund with holding period from 7 to 365 days, feeder fund rate is 0.5%, and redemption rate with holding period from 1 to 2 years is 0.3%. Financial impact of redemption fund the company’s investment principal in the fund is RMB 243452807.45. The redemption income recorded by the company is the difference between the redemption amount and the initial investment principal of the redeemed fund. The proceeds from the redemption fund are intended to be used for the general working capital of the company and to fund future investments of the company.
The company will make further announcement on the redemption amount, fund management fee and redemption fee, the actual income recorded in the redemption and the book value of the redeemed fund units in due time after the completion of the redemption of the fund. The fund mainly invests in: (I) financial instruments with good liquidity, Including stocks (including small and medium-sized board, gem, depositary receipts and other stocks approved or registered for listing by CSRC) and bonds issued and listed in China according to law (Treasury bonds, central bank bills, financial bonds, enterprise bonds, corporate bonds, medium-term notes, short-term financing bonds, ultra short-term financing bonds, subordinated bonds, government support agency bonds, government support bonds, local government bonds, convertible bonds and other bonds approved by the CSRC), money market instruments, asset-backed securities, stock index futures, laws, regulations or Other financial instruments that the CSRC allows the fund to invest, (II) target ETF fund shares, target index constituent stocks and alternative constituent stocks. The fund may also invest in non constituent stocks issued and listed in China according to law (including small and medium-sized board, gem, depositary receipts and other stocks approved to be listed by CSRC), bonds, money market instruments, asset-backed securities, warrants, stock index futures, and other financial instruments that the fund is allowed to invest by laws and regulations or CSRC; and (III) Financial instruments with good liquidity, including underlying index constituent stocks, alternative constituent stocks, other stocks listed and traded in the securities markets of countries or regions that have signed a memorandum of understanding on bilateral regulatory cooperation with the CSRC, fixed income securities, bank deposits, money market instruments, repurchase, securities lending Financial derivatives such as stock index futures tracking the same underlying index and other financial instruments allowed by laws and regulations or China Securities Regulatory Commission to be invested by the fund. Reasons and benefits of redemption of the fund after considering the expected return of the redemption fund, the board of Directors believes that the redemption fund is a good opportunity for the company to realize the relevant investment, so that it can reallocate the company’s resources to other existing businesses. director (including independent non-executive directors) believes that the redemption fund is entered into in the daily business process of the company on general commercial terms, which is fair and reasonable and in line with the overall interests of the company and its shareholders. Directors Hu Aimin and Li Qiqiang hold positions in China Baowu subsidiary and have avoided voting on relevant board resolutions approving the redemption. Except for the above disclosure, there is no Other directors are deemed to have significant interests in this transaction, and no other directors have avoided voting on the resolution of the board of directors related to this transaction.
Within the meaning of the listing rules, China Baowu holds about 12.09% of the total issued shares of the company and is the main shareholder and connected person of the company. Huabao fund indirectly holds 51% of its equity by China Baowu. It is the contact person of China Baowu and a connected person of the company. Therefore, the redemption fund constitutes a connected transaction of the company under Chapter 14A of the listing rules. Since the maximum applicable percentage rate of the redemption fund is higher than 0.1% but lower than 5%, according to Chapter 14A of the listing rules, the redemption fund shall comply with the requirements of announcement and annual reporting, but may be exempted from the requirements approved by independent shareholders. General information the company is a joint stock limited company incorporated in China, Its H shares and A-Shares are listed on the Hong Kong Stock Exchange (Stock Code: 01336) and the Shanghai Stock Exchange respectively (Stock Code: 601336) listed. As one of the leading life insurance companies in China, the company is mainly engaged in life insurance, health insurance, accident insurance, insurance consulting and capital application in China. Huabao fund is a company incorporated in China, which is engaged in fund business, including fund management, initiating the establishment of funds and obtaining the approval of the CSRC Other business. Huabao fund is a connected subsidiary of China Baowu. China Baowu is a company incorporated in China to carry out relevant state-owned capital investment and operation business. Its ultimate beneficial owner is the state owned assets supervision and Administration Commission of the State Council. In this notice, unless the context otherwise requires, the following terms have the following meanings:
“A shares” refer to domestic shares with a par value of RMB 1.00 per share in the share capital of the company, which are listed on the Shanghai Stock Exchange and traded in RMB
“Board of directors” means the board of directors of the company
“The company” refers to New China Life Insurance Company Ltd(601336) , a joint stock limited company incorporated in China, whose H shares and A-Shares are listed on the Hong Kong Stock Exchange (Stock Code: 01336) and the Shanghai Stock Exchange (Stock Code: 601336) respectively
“China Baowu” means China Baowu iron and Steel Group Co., Ltd., the major shareholder of the company
“CSRC” means the China Securities Regulatory Commission
“Connected person” has the meaning given in the listing rules
“Major shareholder” has the meaning given in the listing rules
“Director” means a director of the company
“Fund” refers to China small and medium Cap Index Securities Investment Fund (LOF) listed by Huabao S & P in Hong Kong, Huabao CSI 1000 index securities investment fund and Huabao CSI medical trading open-ended index securities investment fund feeder fund
“Framework agreement” refers to the agreement entered into between the company and Huabao fund on September 30, 2018 for the proposed transaction of the company’s subscription and redemption of fund products publicly offered by Huabao fund
“H shares” refer to overseas listed foreign shares with a par value of RMB 1.00 per share in the share capital of the company, which are listed on the stock exchange of Hong Kong and traded in Hong Kong dollars
“Hong Kong” means the Hong Kong Special Administrative Region of China
“Huabao fund” means Huabao Fund Management Co., Ltd., 51% of which is held by Huabao Trust Co., Ltd; 98% equity of Huabao Trust Co., Ltd. is held by China Baowu
“Listing Rules” means the rules governing the listing of securities on the stock exchange of Hong Kong Limited
“China” means the people’s Republic of China
“Redemption fund” means the redemption of all subscribed units in the fund
“RMB” means RMB, the lawful currency of China
“Stock Exchange” means the stock exchange of Hong Kong Limited
“Subsidiary” has the meaning given to it in the listing rules
Accept the order of the board of directors
New China Life Insurance Company Ltd(601336) Xu Zhibin
chairman
Beijing, China, on December 23, 2021, on the date of this announcement, the chairman and non-executive director of the company is Xu Zhibin; The executive directors are Li Quan and Zhang Hong; The non-executive directors are Yang Yi, he Xingda, Yang Xue, Hu Aimin, Li Qiqiang, Peng Yulong and Edouard Schmid; The independent non-executive directors are Li Xianglu, Zheng Wei, Cheng lie, Geng Jianxin and Ma Yaotian.
