<PAGE>


                                                                    Exhibit 10.1

                                ENGLISH TRANSLATION OF CHINESE LANGUAGE ORIGINAL

                             Restructuring Agreement

                                     between

                      China Life Insurance (Group) Company

                                       and

                      China Life Insurance Company Limited

<PAGE>

                                TABLE OF CONTENTS

1.   Definitions...............................................................4

2.   Effectiveness of the Restructuring........................................6

3.   Representations and Warranties............................................8

4.   Implementation of the Restructuring.......................................9

5.   Taxation.................................................................13

6.   Indemnities..............................................................14

7.   Non-Competition..........................................................16

8.   Applicable Laws and Resolution of Disputes...............................17

9.   Supplemental Provisions..................................................17

APPENDIX

I Further Representation and Warranties Given by Party A......................21

II Financial Report...........................................................36

III Injected Assets...........................................................37

IV Legal Proceedings..........................................................39

V Restructuring Documents.....................................................41

VI Valuation Report...........................................................42

VII Electronic Document.......................................................43

VIII Reinsurance Contracts....................................................44

IX List of Assets and Liabilities Transferred to Party B......................45

                                       2

<PAGE>

This agreement (the "Agreement") is entered into on September 30, 2003 in
Beijing, People's Republic of China (the PRC) by and between the following two
parties:

Party A: China Life Insurance (Group) Company (Legal Person Enterprise Business
License No.: 1000001002372), a wholly state-owned company established and
existing under the laws of the PRC, whose address is at No. 5 Guang Ying Yuan Xi
Qu, Xicheng District, Beijing, PRC.

Party B: China Life Insurance Company Limited (Legal Person Enterprise Business
License No.: 1000001003796), a joint stock limited company established and
existing under the laws of the PRC, whose address is at China Life Building,
No.16 Chao Yang Men Wai Avenue, Chaoyang District, Beijing, PRC.

Whereas:

1.   Party A has obtained State Council's approval to promote and establish
     Party B. Party B plans to make a public offering abroad, including the
     offering to overseas investors of overseas-listed foreign-invested shares
     (hereinafter referred to as H Shares) to be listed on the Stock Exchange of
     Hong Kong Limited (hereinafter referred to as HKSE), and American
     Depository Shares (hereinafter referred to as ADS) to be listed on the New
     York Stock Exchange (hereinafter collectively referred to as Overseas
     Offering). Party A plans to conduct a restructuring pursuant to this
     Agreement.

2.   Party A has transferred to Party B, after appropriate valuation, the
     insurance business related to the New Policies as set forth in Clause 1.1
     of this Agreement, and its related assets, liabilities, equity, and
     operating assets required for principle business, and has established Party
     B on June 30, 2003 as the sole promoter of Party B.

3.   As at the date hereof, Party A owns 100% of the shareholding in Party B.
     Upon the completion of the Overseas Offering, Party A shall become the
     controlling shareholder of Party B.

4.   In order to ensure the implementation of the contents and purposes of the
     restructuring, Party A and Party B have agreed to make appropriate
     arrangements for the restructuring and matters relating to the
     restructuring in accordance with the terms and conditions set forth herein.

IT IS HEREBY AGREED AS FOLLOWS:

                                       3

<PAGE>

1.   Definitions

     1.1. Unless the context otherwise requires, the following expressions have
          the following meanings in this Agreement/1/:

          Appraiser means China Financial and Accounting Consulting Co. Ltd.

          China means People's Republic of China (for the purpose of this
          Agreement, not including the Hong Kong Special Administrative Area,
          Maucau Special Administrative Area and Taiwan Province).

          Controlling Shareholder means, in the context of this Agreement, the
          person who satisfies any of the following conditions: (1) a person
          who, acting alone or in concert with others, has the power to elect a
          majority of the board of directors in a company; (2) a person who,
          acting alone or in concert with others, has the power to control the
          exercise of 30% or more of the voting rights in a company; (3) a
          person who, acting alone or in concert with others, holds 30% or more
          of the issued shares of a company; or (4) a person who, acting alone
          or in concert with others, has de facto control of a company in any
          other way.

          Effective Date of the Restructuring means the Establishment Date of
          Party B.

          Establishment Date of Party B means June 30, 2003 (the date on which
          Party B was registered with the State Administrative Bureau for
          Industry and Commerce of the PRC, and obtained the Legal Person
          Enterprise Business License).

          Financial Reports means (i) the pro forma financial reports of the
          year of 2000, 2001 and the period from January 1, 2003 to June 30,
          2003; and (ii) pro forma profit reports of the year of 2000, 2001 and
          2002 of Party B, in each case which are prepared by Party A in
          accordance with the Enterprises' Accountant System of the PRC, and are
          audited by Pricewaterhouse-Coopers Accountants Firm Co. Ltd. (as
          attached to this Agreement as Appendix II).

          Injected Assets means the injected assets set out in Appendix III
          hereto.

----------
/1/  Translator's Note: The order of the terms defined hereunder have been
     re-arranged to English alphabetical order for the convenience of English
     readers.

                                       4

<PAGE>

          New Policies mean the long-term and short-term insurance policies as
          well as riders supplemental to policies that Party A entered into
          according to the following definitions:

          A.   long-term insurance policies: policies issued by Party A on or
               after June 10, 1999, having policy terms approved by or filed
               with the CIRC on or after June 10, 1999 and having a term of more
               than one year (not including one year) from the date of issuance,
               and

               a.   policies that are recorded as a long-term insurance policy
                    as of June 30, 2003 in the actuarial database contained in
                    Appendix VII hereto, or

               b.   policies having terms of group supplemental medical plans
                    (fund type).

          B.   short-term insurance policies: main policies issued on or after
               June 10, 1999, having a term of one year or less from the date of
               issuance.

          C.   riders supplemental to policies: all riders supplemental to the
               policies described in A and B above.

          Non-transferred Policies mean all the policies that are directly, or
          through reinsurance, underwritten by Party A (whether primary policies
          or riders supplemental to the policies) which are still being
          performed, or otherwise can be reinstated, excluding Transferred
          Policies.

          Party A means China Life Insurance (Group) Company and its
          subsidiaries (other than Party B), branches and other branch offices.
          Party A shall include the assets and business of Party A, unless the
          context otherwise requires.

          Party B means China Life Insurance Company Limited and its
          subsidiaries, branches and other branch offices. Party B shall include
          the assets and business of Party B, unless the context otherwise
          requires.

          Prospectus means any prospectus to be published by Party B in
          connection with the initial public offering of H shares and ADS.

          Relevant Period means the period between the Valuation Date and the
          Establishment Date of Party B (both dates included).

                                       5

<PAGE>

          Restructuring means the restructuring as referred to in the hereof,
          described Recital in the Restructuring Plan and implemented in
          accordance with the terms and conditions set out herein.

          Restructuring Documents mean the Restructuring Plan and the
          restructuring approval documents set out in Appendix V hereto.

          Restructuring Plan means the restructuring plan set out in Appendix V.

          RMB means the lawful currency of China denominated in yuan.

          Transferred Contracts mean the contracts defined by Clause 2 of
          Appendix III hereto.

          Transferred Policies mean the New Policies and the reinsurance
          policies set out in Appendix VIII hereof.

          Valuation Date means June 30, 2002.

          Valuation Report means the Asset Valuation Report of the Joint Stock
          Company promoted and established by China Life Insurance Company
          prepared by the Appraiser in connection with the establishment of
          Party B and approved by the Ministry of Finance of the PRC on June 24,
          2003, with June 30, 2002 being the Valuation Date. The Valuation
          Report is enclosed as Appendix VI hereto.

     1.2. In this Agreement, unless otherwise provided:

          1.2.1. Clauses or Appendices are the clauses and appendices of this
               Agreement; and

          1.2.2. This Agreement shall be construed as the agreement may be
               extended, amended, altered or supplemented from time to time.

2.   Effectiveness of the Restructuring

     2.1. Party A confirms that the Restructuring has been approved by relevant
          authorities Chinese as of the Establishment Date of Party B. All
          relevant approval documents are set out in Appendix V hereto. Both
          Parties agree that the Restructuring shall officially come into effect
          upon the Effective Date of the Restructuring.

     2.2. Both Parties agree to implement the Restructuring in accordance with
          the relevant provisions of the Restructuring Plan and this Agreement.

     2.3. Party A and Party B agree that upon the Effective Date of the
          Restructuring (including the date itself), Party B shall enjoy the
          ownership of the assets, credits, rights and interests under the
          Injected

                                       6

<PAGE>

          Assets (including the Transferred Policies), and assume the
          liabilities, responsibilities and obligations under the Injected
          Assets (including the Transferred Policies) disclosed by the Financial
          Reports, unless otherwise provided for herein. Party B shall assume no
          obligations and responsibilities, and enjoy no rights relating to
          other assets (including the Non-transferred Policies), rights,
          interests, liabilities, responsibilities and obligations (including
          potential liabilities and obligations) and related businesses retained
          by Party A pursuant to the Restructuring Plan, the Financial Reports
          and this Agreement. Party A shall continue to enjoy the relevant
          rights and assume the relevant responsibilities and obligations
          relating to its retained rights, interests, liabilities,
          responsibilities and obligations (including potential liabilities,
          responsibilities and obligations) under the assets retained by it
          (including Non-transferred Policies) and related businesses, unless
          otherwise provided by Clause 6.1.8 hereof.

     2.4. According to the Tentative Regulations on State-Owned Capital
          Administration and Financial Management in the Course of Enterprises'
          Restructuring issued by the Ministry of Finance, an increase in the
          net assets resulting from the profits generated from the Injected
          Assets during the period between the Valuation Date and the
          Establishment Date of Party B shall be owned by Party A, or with the
          approval of Party A, shall become the exclusive state-owned capital
          common reserve of Party B, to be converted into state-owned shares
          held by Party A upon any future annual increase of shares. Party A
          shall compensate Party B for a decrease in the net assets due to
          losses incurred during the period between the Valuation Date and the
          Establishment Date of Party B. In accordance with the Restructuring
          Plan, Party A shall enjoy (or bear) the increase (or decrease) in net
          assets resulting from profits (or losses) of the Injected Assets
          during the period between the Valuation Date and the Establishment
          Date of Party B.

     2.5. Party A confirms that the Injected Assets have been valuated by the
          Appraiser (which valuation is recorded in the Valuation Report), and
          approved by the relevant Chinese governing authorities; the net
          Injected Assets, pursuant to statutory conversion ratio, have been
          converted into 20 billion shares, each of which has a par value of RMB
          1 yuan; and the aforesaid shares have been issued to Party A upon the
          Establishment Date of Party B, and approved by the relevant authority
          to be used as registered capital of Party B. Thus, Party B has paid up
          to Party A the consideration of the Injected Assets. As a result,
          Party A has no claim to any other consideration in relation to the
          Injected Assets from Party B.

     2.6. Party A confirms that in accordance with the Restructuring Plan and Pu
          Hua Yong Dao Yan Zi [2003] No.93 Capital Verification Report

                                       7

<PAGE>

          produced by PricewaterhouseCoopers Accounting Firm Co. Ltd on June 27,
          2003, the net assets under the Injected Assets injected to Party B by
          Party A on the Establishment Date of Party B amounts to RMB 29.608
          billion.

     2.7. Injected Assets have been transferred and delivered in status quo to
          Party B on the Establishment Date of Party B legally and effectively,
          unless otherwise provided by Clause 4 hereof, Implementation of the
          Restructuring.

3.   Representations and Warranties

     3.1. Party A presents to Party B such representations and warranties as
          provided in Appendix I and this Clause that as of the Effective Date
          of the Restructuring and the date of this Agreement:

          3.1.1. Party A has injected the Injected Assets into Party B in
               accordance with the laws of the PRC, unless otherwise provided in
               Clause 4 hereof, Implementation of the Restructuring hereof;

          3.1.2. Any material approval, permission, authorization, consent,
               confirmation, exemption, registration, filing or record from a
               third party, which is required to be obtained or completed for
               the injection of the Injected Assets into Party B by Party A have
               been obtained or completed, and are effective as at the
               Establishment Date of Party B, unless otherwise provided for
               herein;

          3.1.3. On the Effective Date of the Restructuring and the date of this
               Agreement, Party B has no material liabilities or contingent
               liabilities other than those disclosed by the Financial Reports
               under the item of the Injected Assets and those (including
               contingent liabilities) arising from the normal operation of the
               Injected Assets during the Relevant Period;

          3.1.4. Party A has committed no action that is in material breach of
               laws or regulations and which may possibly lead to any material
               financial loss of Party B;

          3.1.5. Party A has committed no action that infringes upon a third
               party's patent right, copy right, know-how, design, domain name,
               trademark, goodwill or any other intellectual properties
               protected by laws, and which may possibly lead to any material
               financial loss of Party B.

                                       8

<PAGE>

          3.1.6. Unless otherwise set forth in Appendix IV hereof, there is no
               ongoing, pending or threatened material and/or important lawsuit,
               arbitration, claim or any other legal proceeding against Party A
               (as plaintiff, defendant or in any other capacity), or in
               connection with the business of Party B or the Injected Assets,
               and which may have a material adverse effect on Party B's
               business operations and/or the Injected Assets; nor any claim
               which may have a material adverse effect on Party B's business
               operation and/or the Injected Assets, or any fact which may lead
               to any such claim;

          3.1.7. The representations and warranties made by Party A in this
               Clause and the further representations and warranties made by
               Party A in Appendix I hereof are true, accurate and complete and
               contain no misleading elements, unless otherwise disclosed in
               writing by Party A to Party B prior to the execution of this
               Agreement.

          3.1.8. The disclosures in writing by Party A to Party B in respect of
               the Injected Assets are true, accurate and complete, and there is
               no other circumstances that may possibly lead to a material
               adverse effect on the Injected Assets.

     3.2. Party A agrees, pursuant to Clause 6 hereof, to compensate Party B
          against the losses, expenses and expenditures (including but not
          limited to legal fees) suffered by Party B as a result of breach by
          Party A of the representations and warranties contained herein.

     3.3. The representations and warranties contained herein shall survive
          after the completion of the Restructuring.

4.   Implementation of the Restructuring

     4.1. Both parties agree to use their best efforts to take any necessary
          steps (including but not limited to the signing of, or procuring the
          signing by other persons of, any related documents; applying for and
          acquiring any related approval, consent, license, authorization,
          confirmation or exemption in order to help Party B obtain all the
          licenses and certificates necessary for the operations of Party B or
          Injected Assets; and handling all procedures related to registrations
          or filings in accordance with relevant proceedings) in order to ensure
          that the Restructuring shall be fully implemented in accordance with
          this Agreement, the Restructuring Documents and the Financial Reports.
          Both Parties shall, on the basis of equality, fairness and
          reasonableness, through friendly negotiation, properly settle the
          matters necessary for the implementation of the Restructuring but not

                                       9

<PAGE>

          prescribed in this Agreement, the Restructuring Documents and the
          Financial Reports.

     4.2. During the Relevant Period, (i) Party A shall, in its ordinary course
          of operations, operate, manage, employ and maintain the Injected
          Assets and the newly generated insurance business assets during such
          period in accordance with its usual practice; (ii) starting from the
          Effective Date of the Restructuring, Party B shall enjoy the ownership
          of the assets, credits, rights and interests under the assets of such
          newly generated insurance business; (iii) if the Injected Assets are
          reduced as a result of Party A's operations, Party A shall supplement
          them in full.

     4.3. Without prejudice to Clauses 3.1.5, 3.1.6, 3.1.7 and 3.1.8, Party B
          shall participate as a party in any lawsuit or arbitration relating to
          the Injected Assets that arise after the Effective Date of the
          Restructuring, and enjoy the relevant rights and assume the relevant
          obligations thereunder. Upon Party B's request, Party A shall render
          prompt assistance to Party B, including but not limited to furnishing
          all the documents Party B requires, and signing or procuring others to
          sign related documents so that Party B may effectively become the
          party to such lawsuit or arbitration and exercise the rights such a
          party shall have.

     4.4. Party A shall continue to bear all liabilities and obligations unless
          otherwise provided for as Party B's liabilities and obligations under
          or pursuant to this Agreement. Party A undertakes herein that Party B
          shall not sustain any loss or assume any liability as a result of
          aforesaid liabilities and obligations borne by Party A. Party A shall
          bear, promptly and sufficiently, the legal expenses; including
          retainers, judiciary fee, travel expenses and other related expenses
          should Party B be involved in any lawsuits, arbitrations or legal
          proceedings as a result of such liabilities and obligations. Party A
          undertakes to provide Party B with guaranties or any other security
          Party B needs to secure Party B's rights against any impairment, if
          the assets of Party B are withheld, subject to lien or imperiled by
          the aforementioned liabilities and obligations; furthermore, Party A
          undertakes to bear all the losses and related expenses arising from
          any aforementioned charge or lien, whether reasonable or not. Party A
          undertakes to pay up all such expenses within 7 days of the receipt of
          Party B's bill of losses and expenses.

     4.5. Where any third party's authorization, approval, consent, permission,
          confirmation or exemption is required for the transfer of any assets,
          interests or liabilities under the Injected Assets to Party B, and the
          aforesaid procedures are not completed as at the Establishment Date of
          Party B, Party A shall, as required by Party B, continue to hold and
          manage the aforesaid assets, interests and liabilities in the interest
          of

                                       10

<PAGE>

          Party B until the aforesaid assets, interests and liabilities can be
          injected legally, effectively and fully into Party B pursuant to the
          provisions of this Agreement, except for the requirements of Clause
          4.1 above.

     4.6. Both parties agree that Party B shall be the insurer with respect to
          all policies issued by Party A during the period from June 30, 2003 to
          the date when Party B commenced issuing policies in its own name. Any
          rights, interests, profits, obligations, losses or claims of an
          insurer thereunder shall be enjoyed or assumed by Party B.

     4.7. During the period provided by Clause 4.5 where Party A continues to
          hold and manage the assets, interests, and liabilities under the
          Injected Assets as required by and in the interest of Party B, any
          rights, interests, profits and all obligations, losses and claims
          arising from or in connection with aforementioned assets, equity, and
          liabilities shall be enjoyed or borne by Party B (not including any
          obligations, damages and claims as a result of Party A's failure to
          perform its obligations under Clause 4.5).

     4.8. In the process of the implementation of the Restructuring, if there is
          any ambiguity in the separation of assets and liabilities, the
          specifics in respect of the separation of assets and liabilities
          provided in the Restructuring Plan and the Financial Reports shall be
          conclusive or, if necessary, reference may be made to the calculation
          formula for adjusting the assets and liabilities as well as other
          relevant documentation applied when preparing the Restructuring Plan
          and the Financial Reports.

     4.9. Party A and Party B undertake to each other that if one party receives
          the other party's accounts receivable after the Restructuring becomes
          effective, such accounts receivable shall be reimbursed by the
          receiving party to the other party within 7 days of receipt and
          confirmation of the accounts receivable.

     4.10. Party A shall deliver to Party B all materials that are related to
          the business arising from Transferred Polices and other Transferred
          Contracts, including original documents, copies, computer discs,
          business records, financial and accounting records, business data,
          statistics, training manuals and all relevant technology records,
          technology information, technology data, technology blueprints,
          technology handbooks, technology books, research and development
          project materials, as well as all software that are related to the
          business of Party B (whether they are recorded in a written form or
          saved in a computer or in any other way).

                                       11

<PAGE>

     4.11. For the purpose of cross-checking accounts, both parties agree that
          they shall make three computer disks in respect of the data compiled
          as of June 30, 2003 from the database contained in Appendix VII
          hereof, with one for each party and the 3rd one kept with the
          company's PRC legal counsel for inspection.

     4.12. Pursuant to the Policy Management Agreement and the Asset Management
          Agreement separately entered into by both parties, Party B shall
          provide Party A with the services under the said agreements.

     4.13. Pursuant to the Property Leasing Agreement separately entered into by
          both parties, Party A shall lease to Party B the properties under the
          said agreement.

     4.14. Pursuant to Trademark License Agreement separately entered into by
          both parties, Party A shall grant Party B the right to use the
          trademarks under the said agreement.

     4.15. The interest, moratoria interest and other expenses arising from the
          liabilities prior to the Effective Date of the Restructuring arising
          under the Injected Assets shall be borne by Party A. Party A shall
          fully indemnify Party B against any losses sustained by Party B as a
          result of the aforementioned interest, moratoria interest and other
          expenses.

     4.16. Unless otherwise provided by applicable laws, Party B shall have no
          obligations to any employee who was employed by Party A prior to the
          Establishment Date of Party B for the payment of salary, welfare,
          allowances and any other rights and interests, including but not
          limited to one time housing allowance and extra allowances other than
          social pension plan after retirement, accrued during the employment
          with Party A and pursuant to any law, contract, judgment, decision or
          any binding document. If any aforesaid employee files a claim in
          respect of the rights and interests mentioned above against Part B,
          Part A shall fully indemnify Party B against the losses sustained by
          Party B as a result of such claim.

     4.17. Unless otherwise provided by applicable laws, Party B shall have no
          obligation whatsoever to any person who had been employed by Party A
          on or prior to the Establishment Date of Party B but is not employed
          by Party B, including but not limited to those who were employed by
          Party A on or prior to the Establishment Date of Party B but have been
          laid off or have retired, both officially and unofficially, prior to
          the date of this Agreement. If any aforementioned employee files a
          claim based on his or her employment by Party A against Part B, Part A
          shall fully indemnify Party B against the losses sustained by Party B
          as a result of such claim to the effect as if such claim had never
          been filed.

                                       12

<PAGE>

5.   Taxation

     5.1. For the purpose of this Clause 5, the term tax means all the taxes or
          their related payments levied by the State, local tax authorities or
          the State or local governments, including but not limited to income
          tax, value-added tax, business tax, consumption tax, deed tax, tariff,
          stamp duty, and:

          5.1.1. Taxes to be levied on, or payments to be collected, as a result
               of subcontracting or similar arrangements with relevant
               authorities;

          5.1.2. Any tax to be further levied, irrespective of whether
               additional taxes or further levies arise from the fact that the
               tax already levied or paid was inadequate, or the deduction or
               exemption granted or enjoyed relating the tax levied or paid is
               inappropriate or is illegally obtained;

          5.1.3. Any fine, overdue fine or other amount payable in respect of
               any tax.

     5.2. Without prejudice to Clause 6.2 of this Agreement, Party A shall bear:

          5.2.1. All taxes arising from or in connection with the Injected
               Assets before the Effective Date of the Restructuring,
               irrespective of whether such taxes are collected or paid before
               or on or after the Effective Date of the Restructuring, to the
               extent not already accounted for or specified in the Financial
               Reports;

          5.2.2. All taxes arising from or in connection with the assets,
               interests and liabilities and their related businesses retained
               by Party A pursuant to the provisions of the Restructuring
               Documents, Financial Reports and this Agreement.

     5.3. Party A agrees that Party B shall not bear the enterprise income tax
          arising from the added value resulting from the valuation of the
          Injected Assets, and that enterprise income tax arising from added
          value resulting from the valuation of the Injected Assets and all
          other taxes shall be borne by Party A.

     5.4. Pursuant to Clause 5.2 and 5.3 hereof, Party B shall bear all taxes
          arising from or in connection with the ownership, management or
          operation of the Injected Assets on or after the Effective Date of the
          Restructuring.

     5.5. Unless otherwise provided herein, all taxes arising from or in
          connection with the injection of the Injected Assets into Party B by

                                       13

<PAGE>

          Party A in accordance with the Restructuring Documents, the Financial
          Reports and this Agreement shall be respectively borne by Party A and
          Party B in accordance with applicable laws.

6.   Indemnities

     6.1. Party A hereby undertakes to indemnify Party B completely,
          sufficiently, timely, effectively and in full from and against any
          losses incurred as a result of:

          6.1.1. Any claim, lawsuit, arbitration, loss, compensation, payment,
               cost, expense and expenditure (including but not limited to
               professional service fees and expenses) (collectively referred to
               as the Claims; and the Claims in the following clauses shall have
               the same meaning) in connection with the taxes specified in
               Clause 5.2 hereof;

          6.1.2. Taxes not borne by Party B in Clause 5.3 hereof and any Claims
               in connection with such taxes;

          6.1.3. Taxes not borne by Party A in Clause 5.5 and any Claims in
               connection with such taxes;

          6.1.4. Any challenge, interference or Claim by any third party with
               respect to the lease of Party A's properties by Party B under the
               Property Leasing Agreement;

          6.1.5. Any Claims arising from the Injected Assets against Party B
               prior to the Effective Date of the Restructuring, save as those
               for which reserves have been made in the Financial Reports;

          6.1.6. On or after the Effective Date of the Restructuring, any Claims
               made against Party B arising from or in connection with any
               negligence or misconduct by Party A in connection with Party A's
               performance of any contract in accordance with Clause 4.5 hereof;

          6.1.7. On or after the Effective Date of the Restructuring, any Claims
               or losses incurred by Party B in its capacity as the insurer of
               insurance policies in accordance with Clause 4.6 hereof.

          6.1.8. On or after the Effective Date of the Restructuring, any
               payment of Claims and related expenses by Party B, at the request
               of any policy holder, in performing any obligation under an
               insurance policy that is not recorded in the actuarial database
               contained in Appendix VII hereof, but is otherwise proved by
               sufficient evidence to be a policy Party A entered

                                       14

<PAGE>

               into on or after June 10, 1999, having a term of more than one
               year (not including one year) and having its terms approved by or
               filed with the CIRC on or after June 10, 1999;

          6.1.9. On or after the Effective Date of the Restructuring, any losses
               and Claims Party B suffered as a result of disputes in connection
               with Party A's being the insurer of policies pursuant to Clause
               6.1.8;

          6.1.10. Any Claims arising from or in connection with the contingent
               liabilities that are disclosed by the Financial Reports but for
               which the reserve are not provided for or the provision of the
               reserve is not sufficient, and which have subsequently have
               become the liabilities of Party B for any reason on or after the
               Effective Date of the Restructuring;

          6.1.11. Prior to, on or after the Effective Date of the Restructuring,

                    (i)  Any Claims against Party B arising from or in
                         connection with any breach by Party A of the provisions
                         of the Financial Reports, the Restructuring Documents
                         and this Agreement to inject the Injected Assets into
                         Party B;

                    (ii) Any Claims against Party B arising from or in
                         connection with the assets, interests and liabilities
                         retained by Party A pursuant to the provisions of the
                         Financial Reports, the Restructuring Documents and this
                         Agreement;

                    (iii) Any Claims against Party B arising from or in
                         connection with the injection of the Injected Assets
                         into Party B by Party A; and

                    (iv) Any Claims against Party B arising from any breach by
                         Party A of any provisions hereof (including but not
                         limited to Clause 3 hereof and Party A's further
                         representations and warranties in Appendix I).

                                       15

<PAGE>

     6.2. Party A undertakes to indemnify Party B in full against any Claims
          incurred by Party B arising in other capacity in any ongoing, pending
          or threatened arbitration or lawsuit, including but not limited to
          those disclosed in this Agreement, that involves Party A, as
          plaintiff, defendant or in any other capacity, with respect to the
          Injected Assets.

     6.3. Party B undertakes to indemnify Party A against any Claims arising
          from any breach by Party B of any provisions hereof.

     6.4. The indemnities mentioned in Clause 6.1, 6.2, 6.3 include, but not
          limited to, all payments, costs or expenses arising from or in
          connection with the settlement of any Claims or the enforcement of the
          judgments, rulings or arbitration awards on such Claims.

     6.5. Party A or Party B shall be entitled to take appropriate steps to
          fully control the claim procedures with respect to any Claim by third
          party. Party A or Party B shall make any Claims in writing to the
          other Party pursuant to the provisions hereof, and shall summit a
          specific description about the facts and circumstances relating to
          such Claims.

7.   Non-Competition

     Party A undertakes to deal with all matters relating to horizontal
     competition in accordance with the terms of the Non-competition Agreement
     entered into separately by both parties.

                                       16

<PAGE>

8.   Applicable Laws and Resolution of Disputes

     8.1. The effectiveness, interpretation and performance of this Agreement
          shall be governed by the laws of the PRC.

     8.2. Any disputes arising from or in connection with the performance and
          interpretation of this Agreement shall be first resolved through
          friendly negotiation between both parties.

     8.3. In the case no resolution can be reached by both parties within 30
          days after the commencement of negotiation, such dispute shall be
          submitted to China International Economic and Trade Arbitration
          Commission (CIETAC) for arbitration in accordance with the then
          effective arbitration rules. The arbitral award shall be final and
          conclusively binding upon both parties.

9.   Supplemental Provisions

     9.1. Any amendment of this Agreement and its appendices shall only be made
          in the form of a written agreement, signed by both parties and
          approved by appropriate legal person actions taken by both parties.

     9.2. This Agreement and the appendices thereof shall be deemed to represent
          the entire agreement concerning the transactions mentioned herein, and
          shall supercede any verbal or written agreements, contracts,
          understandings or correspondence concluded previously concerning such
          transactions. The titles of clauses herein are set out only for the
          convenience of reading, and are of no legal effect.

     9.3. The illegality, invalidity or unenforceability of any one clause shall
          not affect the validity and enforceability of the other clauses of
          this Agreement.

     9.4. Unless otherwise provided, either Party's failure to exercise or
          postponement of the exercise of its rights, authorities or privileges
          under this Agreement shall not be regarded as the waiver of such
          rights, authorities and privileges; and any single or partial exercise
          of such rights, authorities and privileges shall not exclude the
          exercise of any other rights, authorities and privileges.

     9.5. Public Announcement

          Unless otherwise provided by applicable laws or the requirements of
          HKSE, U.S. Securities and Exchange Commission, New York Stock Exchange
          or other regulatory authorities, a Party shall not release or permit
          any person to release any announcement related to the subject matter
          of this Agreement or any incidental matters in connection with

                                       17

<PAGE>

          this Agreement without prior written consent of the other Party (such
          consent not to be unreasonably denied or withheld).

     9.6. Non-Assignment

          A Party shall not assign all or part of the rights, interests,
          liabilities or obligations under this Agreement in any way without
          prior written consent of the other Party.

     9.7. Notices

          Any notice or correspondence provided by or relating to this Agreement
          shall be made in a written form, delivered in person or by ways of
          facsimile or registered letter. Unless otherwise specified to the
          other Party by additional notice, such notices shall be delivered to
          the following addresses. Any notice or correspondence under this
          Agreement, if mailed by way of registered letter, shall be deemed to
          be delivered on the 7th business day following the date of postmark;
          if delivered by way of facsimile, shall be deemed to be delivered on
          the 1st business day from the date of the successful dispatch; if
          delivered in person, shall be deemed to be delivered on the date of
          submission.

          Party A: China Life Insurance (Group) Company

          Address: No. 5 Guan Ying Yuan Xi Qu, Xicheng District, Beijing

          Fax: 010 6611 1567

          Tel: 010 6611 4433

          Party B: China Life Insurance Company Limited

          Address: China Life Building, No.16 Chao Yang Men Wai Avenue, Chaoyang
          District, Beijing

          Fax: 010-8565 2232

          Tel: 010-8565 9999

          Each Party shall promptly inform the other Party in written notice in
          accordance with this Clause of any changes in the contact details.

                                       18

<PAGE>

     9.8. This Agreement shall be executed in Chinese.

     9.9. This Agreement shall be executed in 4 originals, and each Party shall
          hold two originals respectively, each of which shall have the same
          legal effect.

     9.10. The appendices of this Agreement shall constitute an integral part
          hereof, and are equally binding as if they have been incorporated
          herein.

     9.11. Unless otherwise provided for herein, Party A and Party B shall be
          responsible for their respective costs and expenses incurred during
          the negotiation, preparation and implementation of this Agreement.

     9.12. This Agreement shall come into effect upon the signing and sealing by
          the authorized representatives of both parties, and the effective date
          shall apply retroactively the date of the issuance of Party B's
          enterprise legal person business license.

Both Parties have procured their respective authorized representatives to sign
on this Agreement on the date set forth at the beginning of this Agreement.

                                       19

<PAGE>

Party A:                                Party B:

China Life Insurance (Group) Company    China Life Insurance Company Limited

               (Seal)                                   (Seal)

Legal Representative/                   Legal Representative/
Authorized Representative (Signature)   Authorized Representative (Signature)

<PAGE>

                                   Appendix I

     Further Representations and Warranties Given by Party A

Being the sole promoter of Party B, in respect of the validity of Party B's
establishment, Party B's organizational structure and all respects of the
Injected Assets as at the Effective Date of the Restructuring, as at the
Establishment Date of Party B and as at the execution date of this Agreement,
Party A hereby further presents to Party B representations, warranties and
undertakings as follows:

                                       21

<PAGE>

1.   Legal Capacity and Authority of Both Party A and Party B

     1.1. Both Party A and Party B are companies with the status and capacity of
          independent legal persons validity incorporated and in existence
          pursuant to the laws of China.

     1.2. Pursuant to the laws and regulations of China, the articles of
          association of both Party A and Party B and/or other organizational
          documents, Party A and Party B are entitled to execute, and have
          legally and effectively executed, this Agreement, other agreements and
          contracts to which Party A and Party B are the parties in connection
          with the Restructuring. Both Parties shall be entitled to enjoy and
          perform all rights and obligations specified in such agreements and
          contracts.

     1.3. In accordance with the laws of China, Party B shall have the right to
          operate the Injected Assets following the Effective Date of the
          Restructuring.

2.   Share Capital

     2.1. Party A guarantees that no one but Party A owns the share options and
          preemptive rights arising from or in connection with the share capital
          of Party B as at the Establishment Date of Party B; and that no
          mortgage, lien, guarantee or other third party's claims related to the
          share capital of Party B (collectively hereafter referred to as third
          party's claims) have been created; and that no agreement has been made
          or created for all the aforementioned items; and no agreements or
          other arrangements that require or may require Party B to issue
          additional equity interests beyond those issued currently exist; and
          that no persons having entitlement, or claiming to have entitlement,
          to the same have made any claims or demands thereof.

     2.2. Until the Effective Date of the Restructuring (including the date
          itself), there shall not exist any valid agreements involved in the
          issuance, allotment, or assignment related to the share or equity
          interests or loan capital of Party B at present or in future, nor any
          rights granted to anyone in respect of the demand to issue, allot, or
          assign any share or equity interests or loan capital of Party B
          (including any share option or preemptive right or assignment and
          transfer), whether conditional or unconditional.

3.   Accounts and Business

     3.1. Accounts

          The Financial Report of Party B:

                                       22

<PAGE>

          3.1.1. complies with the PRC Accounting System for Enterprises, on the
               assumption that Party B has been existing since January 1, 2000
               and the Restructuring has been completed;

          3.1.2. sets out, in accordance with the PRC Accounting System for
               Enterprises, the equity interests, assets and liabilities for
               each of the relevant dates, and profits during relevant financial
               periods, as required by such Accounting System, giving a
               complete, true, fair and accurate view as to its business
               conditions in all material respects;

          3.1.3. illustrates (as the case may be) the full provisions or
               reserves for all the outstanding liabilities, capital commitments
               and well contingent liabilities of Party B at the date set out in
               the Financial Report;

          3.1.4. makes (as the case may be) provisions or reserves for all taxes
               levied on or payable by Party B for the period ended on the date
               set out in the Financial Report in accordance with all the
               principles set forth in the notes of the Financial Report;

          3.1.5. gives a fair and accurate view to the capital, assets,
               liabilities of Party B as at the Valuation Date and profits of
               Party B for the relevant financial period ended on such date in
               all material respects;

          3.1.6. is not affected by any irregular or unusual items;

          3.1.7. gives a fair view as to the financial position of Party B at
               the Valuation Date in all material respects;

          3.1.8. makes disclosure of all assets and liabilities of Party B as at
               the date specified in the Financial Report.

     3.2. Depreciation of Fixed Assets

          Party B has made provisions or reserves for the depreciation of fixed
          assets in accordance with PRC Accounting System for Enterprises.

     3.3. Accounting Books and Records

          At the Establishment Date of Party B, all the accounts, account books,
          ledger accounts, financial records and other records of Party B:

          3.3.1. are owned by Party B;

          3.3.2. have been comprehensively, properly and accurately kept and
               completed;

                                       23

<PAGE>

          3.3.3. have excluded material errors or differences of any kind; and

          3.3.4. give a true, fair and accurate view to its financial,
               contractual and business transaction position.

     3.4. From the Valuation Date to the Effective Date of the Restructuring

          3.4.1. Party A has operated the business injected into Party B under a
               normal, consistent and incessant condition;

          3.4.2. No material adverse changes have taken place in any business to
               be injected into Party B by Party A.

     3.5. Filed Documents

          3.5.1. All application forms, detailed information, resolutions and
               documents of Party B, which, in accordance with any laws,
               regulations and/or legislation applicable to Party B relating to
               the incorporation, placement and issue of shares, equity
               interests, bonds and other securities, distributed dividends of
               Party B and the acts of Party B, shall be filed with any
               governmental authority anywhere in the world, have been filed for
               record appropriately and accurately in compliance with any laws,
               regulations and/or legislation applicable to Party B;

          3.5.2. All mortgages granted to or created by Party B (if any) have
               been registered pursuant to the relevant laws or regulations
               applicable to Party B.

     3.6. Documents Owned

          All the title documents related to Party B's assets, all executed
          agreements with Party B as a party and all original copies of other
          documents which are owned or shall be owned by Party B are so owned by
          Party B.

     3.7. Investigations

          Unless otherwise disclosed in the Prospectus, there is no material
          investigation or inquiry, unresolved or in progress, relating to the
          affairs of Party B initiated by any government or other organization.

                                       24

<PAGE>

4.   Taxation

     4.1. Accounts

          Full provisions or reserves for all taxes (including deferred taxes)
          which would be levied on or payable by Party B for the period ended at
          the Valuation Date have been made in the Financial Report.

     4.2. Administration

          4.2.1. All tax returns, computations and payments which shall be
               submitted by Party B for any taxation purpose have been carried
               out pursuant to the required terms and within the required
               period, and are accurate and do not involve any material disputes
               with any taxation authority;

          4.2.2. Party A has not taken any action which may lead to material
               changes in, severe violation of or interference with any material
               arrangement or agreement entered into between Party A and any
               taxation authority in any way;

          4.2.3. Party A has complied with, in all respects, all applicable
               laws, regulations, rules, decrees, courts' orders or verdicts
               with regard to taxation, and has kept, and passed on the records
               of aforesaid laws, regulations, rules, decrees, courts' orders or
               verdicts to Party B;

          4.2.4. All tax returns in respect of Party B's tax liability referred
               to in Clause 4.2.1 above for the purpose of annual assessment
               have been properly and timely submitted to the taxation
               authorities in accordance with any applicable laws, regulations,
               rules, decrees, or courts' orders or verdicts and all accounts
               submitted to the taxation authorities have met all requirements
               therewith.

     4.3. Tax Requests, Liability and Exemption

          Party A has disclosed to Party B all detailed materials in connection
          with all material tax-related matters (including but not limited to
          the taxes related to the Injected Assets). Party A and Party B shall
          exercise the rights and interests arising thereunder pursuant to the
          principles provided in Clause 5, which are set out or contained in the
          aforementioned material and are owned but not yet exercised by Party
          A.

     4.4. Non-arm's Length Transaction

          4.4.1. Party A has never recommended that Party B acquire, agree to
               acquire any assets, accept or agree to accept any service or

                                       25

<PAGE>

               facility at prices higher than the market price or not determined
               on a fair and reasonable basis;

          4.4.2. Party A has never recommended that Party B sell, agree to sell
               any assets or accept or agree to accept any service or facility
               at prices lower than the market price or not determined on a fair
               and reasonable basis; and

          4.4.3. Party A has never recommended that Party B participate in any
               transaction priced inconsistently with the price actually paid or
               received by Party B for taxation purposes.

     4.5. This Agreement

          The execution and performance of this Agreement and any other
          agreements under the Restructuring shall not cause Party B to be
          deemed to, in respect of tax, have realized taxable profit or other
          monetary item.

5.   Finance

     5.1. Capital Commitment

          Party B has made no material capital commitment except those disclosed
          in the Financial Report. Since the Valuation Date, Party A has not
          caused Party B to make any material capital expenditure, or incur any
          material capital expenditure or agree to sell or alter any material
          capital assets or any related interests.

     5.2. Dividend and Distribution

          During the period between the Establishment Date of Party B and the
          date of effectiveness of this Agreement, Party B has neither paid nor
          declared any dividend, nor made any other distribution deemed to be
          made in cash or in kind, nor made any distribution of any interest,
          other income, interests or rights derived from any share or equity
          interests of Party B.

     5.3. Bank and Other Loans

          Unless otherwise disclosed in the Financial Report,

          5.3.1. The total amount of loans incurred by Party B does not exceed
               the loan limitation provided by its Articles of Association
               and/or any laws, regulations, rules, decrees, or courts' orders
               or verdicts, or any limitation on borrowing provided by any
               binding bonds, contracts or documents.

                                       26

<PAGE>

          5.3.2. Party B has neither issued, nor agreed on the creation or issue
               of borrowed capital.

          5.3.3. Since the Effective Date of the Restructuring, Party B has
               neither repaid nor been liable for any material debt or liability
               outstanding but not yet due, and no event leading to the
               aforesaid situations has occurred.

          5.3.4. Prior to the date of this Agreement, Party B has not received
               any notices, formal or informal, from any creditors requesting
               repayment of debts or the mandatory disposal of any of Party B's
               assets held by the creditors. No event that may lead to the
               aforesaid notice has occurred.

          5.3.5. No material mortgage, lien or guaranty, interests or claims
               related to all or part of Injected Assets has been created, nor
               has any agreement, arrangement or undertaking causing or leading
               to the occurrence of the aforementioned matters, has been entered
               into except for those created for Party B for the purpose of
               securing financing from banks on normal commercial terms and
               pursuant to principles of fairness.

     5.4. Liabilities

          Unless otherwise disclosed in the Financial Report, prior to the date
          of this Agreement, Party A has not exercised or claimed to exercise
          any lien, claims, other interests or any liabilities related to any
          fixed assets of the Injected Assets; and there is no dispute related
          directly or indirectly to such fixed assets.

     5.5. Working Capital

          Party B has sufficient working capital and may continue to operate its
          business according to its existing form and its current scale of
          operations within 12 months after the Effective Date of the
          Restructuring, and may carry out, proceed and complete all orders,
          projects and contract obligations binding on Party B pursuant to their
          existing terms and conditions.

     5.6. Continuous Financing

          With regard to any loans, acceptance credits, overdraft, loans or
          other financing (all of the above referred to as Financings in this
          clause) unpaid or may be secured by Party B,

                                       27

<PAGE>

          5.6.1. there have been neither a breach of nor failure to comply with
               any provision specified in any document related to the
               Financings;

          5.6.2. the relevant right holders have not taken any action or
               threatened to take any action for early repayment;

          5.6.3. there have been no material adverse change that may impact on
               the continuous securing of the Financing, or give rise to any
               adverse changes to the terms and conditions thereof; and

          5.6.4. the Restructuring and public listing of Party B or the
               Restructuring and/or any other matters contained in such listing
               shall not lead to the suspension of such Financings or the
               acceleration of the due date thereof.

6.   Business Operation

     6.1. The effects of Restructuring and Overseas Offering

          6.1.1. After prudent and thorough inquires, Party A believes that, to
               the best of its knowledge and there is no reasonable ground for
               it to believe otherwise, there is no information indicating that
               the Restructuring or Overseas Offering of Party B or the
               execution of this Agreement or any other matters covered by the
               Restructuring, Overseas Offering of Party B or this Agreement
               will lead to any of the following events:

                    (i)  any major client of Party B will stop or be entitled to
                         stop or possibly substantially reduce current business
                         with Party B; and

                    (ii) there will be material changes in the management staff
                         of Party B or in the Injected Assets.

          6.1.2. Unless otherwise provided by this Agreement, the Restructuring
               or Overseas Offering of Party B or this Agreement or any other
               matters covered by the Restructuring, the Overseas Offering of
               Party B or this Agreement will not lead to:

                    (i)  contradiction with any term, condition or provision of
                         any agreement or deed to which Party B is a contracting
                         party, or with any provision of the articles of
                         association and/or any law, regulation, legislation,
                         decree or order

                                       28

<PAGE>

                         applicable to Party B, or with any liability, lease,
                         contractual liability, judgment, ruling, injunction,
                         legislation or other limitation or responsibility in
                         any category or form which is binding on or restricting
                         any assets of Party B, or lead to breach of contract,
                         or constitute the non-performance of any obligations;

                    (ii) the exemption of anyone from its obligations to Party
                         B, or authorization of anyone to determine such
                         obligations or to determine any right or interest
                         enjoyed by Party B;

                    (iii) the creation, imposition or formation of any liability
                         in any form over any asset of Party B; and

                    (iv) the acceleration of the due date of any of the existing
                         liability of Party B which makes the repayment
                         thereunder immediate, or the possible acceleration of
                         such due date which shall make the repayment thereunder
                         immediate.

     6.2. Business Operation

          6.2.1. In all respects, Party B shall operate the business and handle
               the relevant affairs in accordance with its articles of
               association and/or any applicable law, regulation, legislation,
               decree and any other documents to which Party B is currently a
               contracting party;

          6.2.2. Party B is entitled and fully qualified to operate the business
               in the present jurisdiction where its business operations are
               located; and

          6.2.3. Party B has not carried out any activity, or entered into any
               contract, or exercised any right which is beyond its power, not
               authorized or invalid, and all the documents to which Party B is
               a principal party or the party obligated to perform have been
               duly affixed with seals and retained by Party B.

     6.3. Compliance with Laws and Regulations

          Party B and its relevant administrative staff, agents and employees
          (during their execution of duties) have committed no act which may
          violate any law, regulation, rules or order that may cause Party B to

                                       29

<PAGE>

          suffer or incur any material fines, punishment, lawsuit or other
          liabilities.

     6.4. Power of Attorney and Authority

          Unless otherwise provided herein and required in the ordinary business
          of Party B, neither Party A nor Party B has authorized, implicitly or
          explicitly, any person to enter into any contract or undertaking on
          behalf of Party B, or has granted any person any other agency right or
          power.

     6.5. Permits, Licenses, Letter of Consent

          6.5.1. Unless otherwise provided herein, Party A has assisted Party B
               to obtain, or will obtain before the Overseas Offering from all
               relevant government agencies, all permits, licenses and letters
               of consent necessary for Party B to carry out its business in a
               legal and proper manner, and such permits, licenses and letters
               of consent are valid (or will be valid, as the case may be) and
               will remain in effect;

          6.5.2. Party B has not violated any terms or conditions provided in
               any such permits, licenses or letters of consent, nor are there
               any factors sufficient to affect the continued effectiveness of
               any such permits, licenses and letters of consent.

     6.6. Continually Effective Contracts

          6.6.1. Unless disclosed to be otherwise in the Prospectus, Party B has
               never been a party to any contract, transaction, arrangement or
               responsibility of an irregular or abnormal nature.

          6.6.2. Detailed and accurate information regarding Party A as one of
               the parties to the material contracts, transactions, arrangements
               or responsibilities related to the Injected Assets has been
               disclosed to Party B on the date of this Agreement.

                    (i)  All such contracts, transactions, arrangements and
                         undertakings are valid, have not been revoked or
                         cancelled, and will not be terminated or adversely
                         affected due to the Restructuring, the Overseas
                         Offering of Party B, the execution of this Agreement or
                         any other circumstances. Party A has conducted thorough
                         and prudent inquiries into such circumstances, and has
                         formally informed Party B of all the terms, agreements
                         and conditions contained in such

                                       30

<PAGE>

                         contracts, transactions, arrangements and undertakings
                         which must be communicated to Party B, and the file
                         archives of such contracts, transactions, arrangements
                         and undertakings have been transferred to Party B; and

                    (ii) Neither Party A nor Party B has received notice of the
                         breach of any such contract, transaction, arrangement
                         or undertakings from the other parties to such
                         contracts, transactions, arrangements or undertakings,
                         and there is no dispute related to the performance of
                         obligations between Party B and any third party.

     6.7. Breaches of Contract

          6.7.1. Party A has not been in violation of any material agreement to
               which it is a party; and

          6.7.2. Party A will not bear any material liabilities resulting from
               any representations or warranties (implicit or explicit) made by
               Party A or any other matters.

     6.8. All Contracts Made on an Arm's-Length Basis

          Party A has not participated in any contract or arrangement not made
          on a fully arm's-length basis, and its profits and financial position
          during the three-year period prior to the Effective Date of the
          Restructuring have not suffered any material adverse effect due to any
          contracts or arrangements not made on a fully arm's-length basis.
          After thorough and prudent inquiry by Party A, there is no finding
          that the profits or financial position of Party B might be affected by
          such contracts or arrangements not made on an arm's-length basis.

7.   Employment of the Staff

     7.1. Employees and the Period of Employment

          Unless otherwise set forth in this Agreement, Party B has never
          entered into any agreement or other arrangements, regardless of
          whether bound by law or not, with any trade union or any organization
          which represents any of its employees.

     7.2. Normal Remuneration

          Party B is not liable to pay, nor has it paid in the past, to any
          officer or employee of Party B any amounts other than by normal
          salary, remuneration, bonuses, wages or other welfare benefits.

                                       31

<PAGE>

     7.3. Labor Disputes

          Party B or any of its employees has not been involved in any labor
          dispute which may cause Party B to be subject to a material adverse
          effect and, to the knowledge of Party B, its directors and Party A or
          the facts which could be known after making reasonable inquiries,
          there is no indication that Party B has been involved in any such
          dispute or that any such dispute may be expected to arise due to any
          provisions of this Agreement, the Restructuring, or documents executed
          for the purpose of the Overseas Offering; or any matters anticipated
          to arise in connection with the same.

8.   Assets

     8.1. Ownership

          8.1.1. Prior to the Effective Date of the Restructuring, Party A
               enjoys the lawful ownership of the Injected Assets, and is
               entitled to assign them to Party B.

          8.1.2. Party B shall be the owner of the Injected Assets and enjoy the
               valid ownership of or right to use such Injected Asset as the
               case may be on the Establishment Date;

          8.1.3. Unless otherwise provided for herein and disclosed in the
               Financial Report, Party A has never created or agreed to create,
               or transferred or agreed to transfer, any charge, mortgage, lien,
               bonds or any other security interests or other property interests
               over any assets indicated in the Financial Report or acquired
               since the date of the Financial Report in connection with the
               Injected Assets, and unless otherwise disclosed in the Financial
               Report, such assets have never been used in connection with in
               any financing lease.

     8.2. Adequacy of Assets for Business Operations

          8.2.1. Party B's assets are sufficient to effectively and fully
               operate any business related to the Injected Assets;

          8.2.2. The staff transferred to Party B pursuant to the Restructuring
               Plan are sufficient for Party B to effectively operate the
               business related to the Injected Assets in the existing manner.

     8.3. Insurance

          8.3.1. All insurance policies of Party B are valid, policy and there
               are no acts or omissions that may cause any insurance to come
               invalid or possibly lead to any increase in premium.

                                       32

<PAGE>

          8.3.2. No insurance policy of Party B is subject to any limitation
               containing special or irregular terms, and Party B is not
               required to pay any amount in addition to the normal premium.

          8.3.3. In regard to the aforementioned policies, Party B has neither
               lodged nor may possibly lodge any claims, and there is no
               situation that could give rise to any such claims.

     8.4. Trade Secrets and Intellectual Property

          8.4.1. Party A has never (except in the normal course of business and
               usual business) disclosed or allowed the disclosure if promised
               or arranged to disclose to any person know-how, trade secrets,
               confidential information or the customers list of Party B;

          8.4.2. In regard to all the intellectual property licensed by Party B
               (including but not limited to the intellectual property specified
               in the Prospectus and this Agreement) such intellectual property:

                    (i)  is valid and enforceable;

                    (ii) has been licensed to Party B pursuant to an effective
                         license, and with no charge, mortgage, or (unless
                         otherwise disclosed in the Prospectus) other third
                         party interests thereon;

                    (iii) does not violate any other agreements or infringe on
                         any third person's intellectual property in a manner
                         that may materially affect the operations of Party B;
                         and

                    (iv) is not the subject of any current lawsuit, dispute or
                         other legal preceding that may materially threaten or
                         affect the ownership, right of use or validity of such
                         intellectual property.

          8.4.3. There has been no omission by Party A of any material matters
               that may cause the aforesaid permits or certificates granted to
               Party B to be terminated or constitute a breach of the terms of
               such permits or certificates;

          8.4.4. Party A has not entered into any agreement which may restrict
               the application or disclosure of such as aforementioned
               proprietary know-how, business secrets, confidential information
               or client or supplier lists of Party B.

                                       33

<PAGE>

     8.5. Land Use Right

          In regard to the land use right injected into Party B by Party A in
          the form of an equity investment, aside from the disclosure thereof in
          the Prospectus, Party A undertakes that it has properly obtained the
          legal right to use such land and is entitled to inject such right into
          Party B in the form of an equity investment. In respect of the land
          which is injected into Party B in the form of an equity investment for
          which Party A has not yet obtained the certificate of land use right,
          Party A undertakes to obtain such certificate and inject such land
          into Party B within the shortest period of time reasonably practical
          following the Establishment Date of Party B. If Party B suffers any
          loss as a result of claims brought regarding the right to use such
          land, including but not limited to all related claims, lawsuits,
          arbitration, losses, compensation, payment, costs, expenses and
          expenditures, Party A shall compensate Party B in full.

     8.6. Buildings

          In regard to the property injected into Party B by Party A in the form
          of an equity investment, Party A undertakes that it has properly
          obtained the ownership certificate for such property and is entitled
          to inject such property into Party B in the form of equity investment.
          Provided that Party B suffers losses as a result of claims brought
          regarding the ownership of such property, including but not limited to
          all related claims, lawsuits, arbitration, losses, compensation,
          payments, costs, expenses and expenditures, Party A shall compensate
          Party B in full. In regard to any properties which are injected into
          Party B in the form of an equity investment for which Party A has not
          obtained the ownership certificate therefor, and any of the properties
          leased to Party B by Party A pursuant to the Property Leasing
          Agreement separately entered into by both parties but for which the
          ownership certificate has not been obtained, Party A undertakes:

          8.6.1. to obtain the ownership certificate for such property and
               inject such property into Party B within the shortest period of
               time reasonably practical following the Establishment Date of
               Party B;

          8.6.2. to assume all fees, expenses, claims arising as a result of or
               related to handling the aforesaid matters described in Clause
               8.6.1, and to compensate Party B in full for any losses and
               liabilities incurred by Party B, including but not limited to
               losses sustained by Party B as a result of Party A's failure to
               settle the matters described in Clause 8.6.1.

                                       34

<PAGE>

9.   Environmental Protection

     9.1. Party A has not committed any action that severely violates
          environmental protection laws and regulations in respect of the
          Injected Assets or related business.

     9.2. The assets and related business injected into Party B by Party A are
          not the subject of any current or pending material claims, whether
          civil, criminal or administrative in connection with environmental
          protection, investigations, complaints or litigation.

10.  Information

     10.1. All information set out in this Agreement and its appendices is true,
          complete and accurate.

     10.2. All information provided to Party B, its lawyers, accountants, and
          sponsors for the Listing, and its underwriter and such underwriter's
          lawyers and other professional advisers, including but not limited to
          the information in relation to Party B's business, activities,
          affairs, assets or liabilities, is true, complete and accurate in all
          respects.

                                       35

<PAGE>

                                   Appendix II

                                Financial Report

1.   Consolidated Balance Sheet of China Life Insurance Company Limited

2.   Consolidated Income Statement of China Life Insurance Company Limited

3.   Consolidated Cash Flow Statement of China Life Insurance Company Limited

This Appendix can be inspected at any time at the following location:

China Life Insurance Company Limited, Finance Department

                                       36

<PAGE>

                                  Appendix III

                                 Injected Assets

Injected Assets specifically include:

1.   Cash, bank deposits, securities (including but not limited to government
     bonds, enterprises bonds, and securities investment funds), accounts
     receivable, buildings, equipment, facilities, projects under construction,
     vehicles of transportation, and all other assets listed in the
     Restructuring Plan, which are to be injected by Party A and recorded in the
     Restructuring Plan.

2.   All the Transferred Policies and other contracts and agreements (including
     the amendments and supplements to such contracts and agreements) in
     connection with the Injected Assets and Party B's personal insurance
     business (hereinafter referred to as Transferred Contracts) as well as any
     rights and obligations of Party A under Transferred Contracts.

3.   If their assignment is permitted by law, all interests under all permits,
     licenses, approval certificates, certifications, powers of attorney and any
     other similar documents held or owned by Party A in connection with the
     operation of the Injected Assets.

4.   Rights of request, rights of set-off, claims or any other similar rights
     against any third party owned by Party A arising from or in connection with
     the Injected Assets.

5.   All materials that are owned by Party A in connection with the insurance
     business arising out of Transferred Polices and other Transferred
     Contracts, including original documents, copies, computer discs, business
     records, financial and accounting records, business data, statistics,
     training manuals and all relevant technology records, technology
     information, technology data, technology handbooks, technology books, R&D
     project materials as well as all software relating to the business of Party
     B and the intellectual property rights in connection with such software (in
     written form or saved on computers or kept in any other ways).

6.   Employees hired by Party A and associated with the Injected Assets,
     including all relevant personnel records and data regarding to remuneration
     and other benefits of such employees.

                                       37

<PAGE>

7.   Any other assets or liabilities of Party A agreed by Party A and Party B to
     be injected into Party B on or before the Establishment Date of Party B.

                                       38

<PAGE>

                                   Appendix IV

                                Legal Proceedings

The following is a list of material ongoing litigation to which Party A is a
party and which concern the Injected Assets:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
                                                                             Amount subject to
         Plaintiff                  Defendant           Cause of Action        Dispute (RMB)      Status
--------------------------------------------------------------------------------------------------------
<S>                           <C>                    <C>                        <C>              <C>
Qingshan sub-branch of CLIC   Baotou Mingtian        Unjust enrichment           1,510,700       Hearing
Baotou Branch                 Technology Co., Ltd.
--------------------------------------------------------------------------------------------------------
Li Jian Qiu                   CLIC Baotou branch     Murder of the insured       1,127,000       Hearing
                                                     by the claimant
--------------------------------------------------------------------------------------------------------
Jin Ping Xie Tong             CLIC Tianjin Branch    Premium dispute             2,430,000       Hearing
Accounting Firm Limited
--------------------------------------------------------------------------------------------------------
CLIC Tianjin Branch           Guangxia sub-branch    Deposit interest            2,250,000       Hearing
                              of ICBC                disputes
--------------------------------------------------------------------------------------------------------
Mazhang sub-branch of CLIC    Chikan sub-branch      Policy falsification        1,400,000       Hearing
Zhanjiang Branch              of Bank of China
                              Zhanjiang Branch
--------------------------------------------------------------------------------------------------------
Zhang Han Xing                CLIC Xuchang Branch    Murder of the insured       1,500,000       Hearing
--------------------------------------------------------------------------------------------------------
CLIC Puyang Branch            ICBC Puyang Branch     Deposit dispute             2,614,000       Hearing
--------------------------------------------------------------------------------------------------------
CLIC Changchun Branch         Bank of China          Deposit dispute            24,000,000       Hearing
                              Changchun Branch
--------------------------------------------------------------------------------------------------------
China Textile, Grain          Chaoyang sub-          Insurance policy            8,500,000         Pre-
--------------------------------------------------------------------------------------------------------
</TABLE>

                                       39

<PAGE>

<TABLE>
--------------------------------------------------------------------------------------------------------
<S>                           <C>                    <C>                        <C>              <C>
and Oil I&E                   branch of CLIC         dispute                                     hearing
Company Ltd.                  Beijing Branch
--------------------------------------------------------------------------------------------------------
Zhongguancun sub-branch of    Chongwen sub-branch    Unjust enrichment           2,231,600       Hearing
Beijing City Commercial       of CLIC Beijing        (usurious interest
Bank Company Limited          Branch                 rate on bank deposit)
--------------------------------------------------------------------------------------------------------
Daqing Petroleum              CLIC Beijing Branch    Insurance policy           34,599,000       Hearing
Administration Bureau                                dispute
--------------------------------------------------------------------------------------------------------
</TABLE>

                                       40

<PAGE>

                                   Appendix V

                             Restructuring Documents

1.   No. 2576 File, issued by the State Office of the State Council.

2.   China Life Insurance (Group) Company's Restructuring Plan in connection
     with the Establishment of China Life Insurance Company Limited and its
     Domestic and Overseas Listings.

3.   CIRC Bao Jian Fu [2003] No.88: Approval of the Restructuring of China Life
     Insurance Company.

4.   China Securities Supervisory Committee Guo he Han [2002] No12.: Acceptance
     of the Application by China Life Insurance Company for Overseas Listing.

5.   Ministry of Finance Cai Jin [2003] No.72: Approval of the Assets Valuation
     Review of China Life Insurance Company for the Establishment of the Company
     limited by Shares.

6.   Ministry of Finance Cai Jin [2003] No.77: Approval of Certain Matters
     Regarding the Management of State Share Ownership in China Life Insurance
     Company Limited.

7.   CIRC Bao Jian Fu [2003] No.115: Approval of the Establishment of China Life
     Insurance Company Limited.

8.   Articles of Association of the China Life Insurance Company Limited.

9.   CIRC Bao Jian Fu [2003] No. 147, Approval of the Restructuring and IPO of
     China Life Insurance Company.

10.  Insurance Company Legal Person License of China Life Insurance Company
     Limited.

11.  Business License of China Life Insurance Company Limited (Registration No.:
     1000001003796).

This Appendix can be inspected at any time at the following location:

China Life Insurance Company Limited, Administration Office.

                                       41

<PAGE>

                                   Appendix VI

                                Valuation Report

China Certified Accountants & Financial Management. Zhong Hua Ping Bao Zi [2003]
No.018: Valuation Report in connection with the Establishment of China Life
Insurance Company Limited by China Life (Group) Company.

This Appendix can be inspected at any time at the following location:

China Life Insurance Company Limited, Finance Department.

                                       42

<PAGE>

                                  Appendix VII

                               Electronic Document

The data document as specified in the actuarial database contained in the
electronic document dated June 30, 2003:

                                       43

<PAGE>

                                  Appendix VIII

                              Reinsurance Contracts

1.   Surplus Reinsurance Contract between China Life Insurance Company and AIA
     Shanghai, entered into on December 31, 1996.

2.   Surplus Reinsurance Contract between China Life Insurance Company and AIA
     Guangzhou, entered into on December 31, 1996.

3.   Surplus Reinsurance Contract between China Life Insurance Company and AIA
     Shenzhen, entered into on November 1, 1999 and its Supplemental Contract
     entered into on March 28, 2000.

4.   Surplus Reinsurance Contract between China Life Insurance Company and China
     Reinsurance Company, entered into on January 1, 2000.

5.   Quota Share Reinsurance Contract between China Life Insurance Company and
     China Reinsurance Company, entered into on March 30, 2000.

6.   Quota Share Reinsurance Contract between China Life Insurance Company and
     China Reinsurance Company, entered into on September 21, 2001.

                                       44

<PAGE>

                                   Appendix IX

              List of Assets and Liabilities Transferred to Party B

                                       45