Great Eastern Holdings acquires shares in New China Life Insurance

The investment is worth approximately US$380 million.

GEH had entered into a cornerstone investment agreement with: (a) New China Life Insurance Company Ltd.; and (b) China International Capital Corporation Hong Kong Securities Limited, UBS AG, Hong Kong Branch and Goldman Sachs (Asia) L.L.C., pursuant to which GEH will, subject to the terms and conditions of the Investment Agreement, acquire overseas foreign invested ordinary shares in the share capital of NCI having a nominal value of RMB1.00 each, which are to be subscribed for and traded in Hong Kong dollars and which are proposed to be listed on The Stock Exchange of Hong Kong.

The number of H Shares to be acquired by GEH, or at the election of GEH, through the insurance and/or shareholders’ funds of one or more of its wholly-owned subsidiaries, pursuant to the Investment Agreement is equal to (1) the Consideration divided by (2) the Offer Price, rounded down to the nearest whole board lot of 100 H Shares, excluding the Brokerage and Levies.

The Offer Price for each Investor Share has not been fixed and consequently, the actual number of Investor Shares to be acquired cannot be determined. However, GEH anticipates that, following the acquisition of the Investor Shares, GEH and/or its wholly-owned subsidiaries will hold not more than 5% of the enlarged share capital of NCI.

The aggregate consideration to be paid by GEH for the acquisition of the Investor Shares is the Hong Kong dollar equivalent of US$380 million, with the Hong Kong dollar equivalent to be calculated at the US dollar to Hong Kong dollar exchange rate published by The Hongkong Shanghai Banking Corporation after the close of business as at the price determination date of the Offer Price.

The Singapore dollar equivalent of the Consideration is approximately $500 million, based on an exchange rate of US$1 : S$1.31 as at 25 November 2011, being the market day preceding the date of the Investment Agreement.