<PAGE>


                                                                    Exhibit 10.3

                                ENGLISH TRANSLATION OF CHINESE LANGUAGE ORIGINAL

                          Policy Management Agreement

                                     between

                      China Life Insurance (Group) Company

                                       And

                      China Life Insurance Company Limited

<PAGE>

                                Table of Contents

1.   AUTHORIZATION.........................................................3

2.   BASIC PRINCIPLES......................................................4

3.   SCOPE OF AGENCY.......................................................5

4.   ACCOUNT AND ACCOUNT MANAGEMENT........................................6

5.   DATA AND DOCUMENTATION................................................8

6.   INSPECTION AND REPORT.................................................8

7.   INSURANCE AGENCY SERVICE FEES AND PAYMENTS THEREOF....................9

8.   PAYMENT OF COMMISSIONS...............................................10

9.   THIRD PARTY COSTS AND EXPENSES.......................................10

10.  TAXATION.............................................................11

11.  REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS.........................11

12.  TERM.................................................................12

13.  INDEMNIFICATION......................................................12

14.  LIABILITY FOR BREACH.................................................12

15.  TERMINATION..........................................................13

16.  FORCE MAJEURE........................................................14

17.  CONFIDENTIALITY......................................................15

18.  ASSIGNMENT...........................................................15

19.  NON-WAIVER...........................................................15

20.  NOTICES..............................................................15

21.  PERFORMANCE OF THIS AGREEMENT........................................16

22.  FURTHER ACTIONS......................................................16

23.  GOVERNING LAW AND DISPUTES SETTLEMENT................................16

24.  EFFECTIVENESS, VERSIONS AND MODIFICATIONS............................17

                                       2

<PAGE>

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

(1)  China Life Insurance (Group) Company ("Party A")
     Address: No. 5 Guan Ying Yuan Xi Qu, Xicheng District, Beijing Legal
     Representative: Wang Xianzhang

(2)  China Life Insurance Company Limited ("Party B")
     Address: China Life Tower, No. 16 Chao Yang Men Wai Avenue, Chao Yang
     District, Beijing
     Legal Representative: Wang Xianzhang

Whereas:

(1)  Party A is a wholly state-owned life insurance company duly organized and
     existing under the laws of the PRC.

(2)  Party B is a joint stock life insurance company, exclusively and legally
     initiated and established by Party A, and is duly existing under the laws
     of the PRC.

(3)  Party A and Party B have entered into a Restructuring Agreement on
     September 30, 2003, pursuant to which Party A shall transfer to Party B
     certain "Transferred Policies" and Party A shall retain Non-transferred
     Policies (the "Old Policies") as defined in such agreement.

(4)  According to the Non-Competition Agreement signed by Party A and Party B,
     Party A undertakes that it will not, directly or indirectly, engage in,
     participate in or operate, within the territory of China (not including
     Hong Kong, Macau and Taiwan), any life, health or accident insurance
     business that may compete with the business of Party B, and that Party A
     will authorize Party B to manage the business under Old Policies on its
     behalf (including the modification or renewal of riders in relation
     thereto).

(5)  Both Parties are willing to make fair and reasonable arrangements for the
     management of the insurance business under Old Policies.

Therefore, after friendly negotiations, and on the basis of equality and mutual
benefits, both parties agree as follows:

1.   Authorization

     According to the terms and conditions of this Agreement, Party A authorizes
     Party B as its agent to manage the insurance business under the Old
     Polices,

                                       3

<PAGE>

     and shall in return pay Party B service fees Party B agrees to and accepts
     such authorization.

2.   Basic Principles

     2.1. Party B shall perform the duties of insurance agent in accordance with
          this Agreement, and any rights of policyholders under the Old Policies
          and any obligations, benefits, losses or risks of the insurer in
          regard to the Old Polices shall be undertaken by Party A. Unless
          otherwise agreed by both parties, Party B shall under no circumstances
          be liable to pay any benefits or claims, or to make any advances due
          in respect of any benefits or claims under the Old Polices.

     2.2. Party B shall have a fiduciary duty to Party A, which shall require
          Party B to diligently perform its duties as agent so as to comply with
          relevant laws, regulations and rules of the insurance regulatory
          department. Party B shall have discretion to conduct the authorized
          insurance business with the same experience, skills, judgment and
          discretion as it applies to its own business.

     2.3. Party B shall manage the insurance business in accordance with
          relevant laws, regulations and rules of the insurance regulatory
          authority, the terms of the Old Policies and the relevant management
          system, rules, business standards and regulations set forth in writing
          (as modified from time to time) by Party A and acknowledged by Party
          B. The service standard for the agency business shall not be lower
          than the current service level enjoyed by the holders of the Old
          Policies and external supervising standards.

     2.4. Party B may employ the same resources of its insurance business (e.g.
          personnel, offices, equipment, etc.) to manage the agency business,
          but Party B shall separately manage, settle the accounts of (including
          daily bookkeeping and monthly settlement), and conduct internal
          verification of its own insurance business and the agency business.

     2.5. For purposes of this Agreement, Party B may hire, either directly or
          on behalf of Party A's, auditors, actuaries, attorneys and other
          professional experts, provided that prior approval or consent has been
          obtained from Party A, and that the necessary delegation of authority
          has been made.

     2.6. Party B's own insurance business and the agency business shall use a
          unified set of documents and receipts printed by Party B and the seals
          of Party B, but in conducting the agency business, Party B shall place
          special note at the appropriate place of related documents and
          receipts indicating that, "The insurance business under this insurance
          policy is being conducted by China Life Insurance Company Limited on
          behalf

                                       4

<PAGE>

          of China Life Insurance (Group) Company, and the legal
          responsibilities under this insurance policy shall be borne by China
          Life Insurance (Group) Company."

3.   Scope of Agency

     3.1. Party A hereby authorizes Party B to manage on its behalf the
          following insurance business under Old Policies:

          (i)  day-to-day insurance administration services: conservation, claim
               settlements, payment and premium collections, daily settlements,
               account verifications and preparation of business and financial
               reports;

          (ii) customer services: answering or handling inquiries or complaints
               from the policy holders, insureds or beneficiaries of Old
               Policies;

          (iii) statistics and file management;

          (iv) invoice and receipt management;

          (v)  the reinstatement of Old Policies and the addition or renewal of
               riders (for purposes of this section, Party B permits holders of
               the Old Policies to purchase Party B's riders supplemental to
               such holders' main insurance contracts, and the premium income
               thereby generated shall belong to Party A. In addition, the
               business thereby required to be underwritten shall be
               underwritten in accordance with Party B's underwriting
               standards);

          (vi) reinsurance; and

          (vii) the handling of disputes relating to Old Policies, including
               bringing or defending suits on behalf of Party A.

     3.2. Party A hereby authorizes Party B to conduct separate account
          verifications and financial management in respect of the agency
          business in accordance with the accounting and financial management
          rules set forth in writing by Party A. Party B shall provide to Party
          A periodically, and according to Party A's requirements, accurate and
          complete accounting information, including internal business reports
          and supervisory reports, necessary to make internal decisions
          regarding the management of the business and external disclosures.

     3.3. Party B shall set up separate accounting books to account for all
          agency business items, including income, expenditures, assets,
          liabilities and owners' equity. All branches and offices under Party B

                                       5

<PAGE>

          at various levels shall set up independent accounting systems for the
          agency business.

     3.4. Party A hereby authorizes Party B to maintain on its behalf the
          business and finance system applications supporting the Old Policies
          in order to keep the such system applications in good condition.

     3.5. Party A hereby authorizes Party B to manage Party A's products in
          accordance with Party B's reasonable requirements, and Party A shall
          provide Party B with relevant actuarial support.

4.   Account and Account Management

     4.1. Party B shall maintain separate accounts for income and payments in
          respect of the agency business. Within 5 business days after this
          Agreement becomes effective, Party B shall open, in its own name,
          agency business income and payment accounts with a bank approved by
          both Parties in accordance with the requirements of this section 4.1.

     4.2. The headquarters and provincial branches of Party B shall open agency
          business income accounts and expense accounts exclusively for income
          and expense settlements in regard to the agency business.

     4.3.

          (1)  The city-level or county-level branches of Party B shall open
               agency business income accounts to be used exclusively for the
               collection of premium payments in regard to the agency business,
               in accordance with the needs of agency business. The premium
               funds of such accounts shall be transferred in a timely manner to
               the headquarters of Party B in full, and shall then be
               transferred from Party B's headquarters into the account
               designated by Party A by 4:00 p.m. Beijing time every day.

          (2)  Unless otherwise provided in this Agreement, Party B shall not
               withdraw, dispatch, employ or pledge the premium payments in the
               agency business income account without permission, and shall not
               open other accounts to collect, deposit, hide, or retain in any
               other fashion premium payments collected in connection with the
               agency business.

     4.4.

          (1)  The city-level or county-level branches of Party B should open
               payment accounts for the agency business in accordance with the
               needs of the agency business. Payment accounts shall be
               exclusively used for the deposit and payment of the claims and

                                       6

<PAGE>

               benefit amounts, commissions, and third party costs and expenses
               under the Old Policies.

          (2)  Within 5 business days before the start of each calendar month,
               Party A shall, based on the funding request of Party B, actuarial
               forecasts and historical expense data issued by an actuary and
               attached to such request, transfer to the payment account for the
               agency business at Party B's headquarters the estimated funds in
               cash for payment of insurance claims and benefit amounts,
               commissions and third party costs and expenses under the Old
               Policies. Party B's headquarters shall in a timely manner
               transfer funds in full to the payment accounts of Party B's
               city-level or county-level branches, and shall allocate and
               monitor such accounts.

          (3)  Party B has the right to withdraw, dispatch and employ the funds
               transferred by Party A in accordance with this Agreement to
               satisfy payment obligations in regard to claims and benefit
               amounts, commissions and third party costs and expenses under the
               Old Policies. Unless otherwise provided in this Agreement, Party
               A shall not in any fashion interfere with or in any way withdraw,
               dispatch, employ or pledge such funds.

          (4)  If in its reasonable judgment Party B concludes that the funds
               transferred by Party A in accordance with this Agreement will
               become insufficient to meet the payment needs of the current
               month after 10 business days, it shall request from Party A
               emergency funding, together with the related actuarial
               forecasting report provided by an actuary. Party A shall transfer
               the needed supplementary funds for such month to the payment
               account of Party B's headquarters within 5 business days after
               receiving such request.

                                       7

<PAGE>

     4.5. Both Parties shall within 1 month after the end of each calendar
          quarter, inquest the accounts in regard to the receipt and payment of
          amounts in connection with the agency business for such quarter.

5.   Data and Documentation

     5.1. Party A owns all data generated in connection with the agency business
          under this Agreement (including, but not limited to, business data and
          financial data) and all documentation relating to the agency business
          under this Agreement (including but not limited to paper documentation
          and electronic documentation) (collectively, the "Agency Business Data
          and Documentation").

     5.2. During the term of this Agreement, Party B has the obligation to
          safely maintain and regularly update the Agency Business Data and
          Documentation, to keep it confidential, and to manage it with the
          degree of diligence as its own business data and documentation.
          However, Party B shall manage and store the Agency Business Data and
          Documentation and its own business data and documentation separately.

     5.3. Party B shall manage the business data and financial data of the
          agency business under this Agreement in accordance with the relevant
          data management rules formulated by Party A in writing and
          acknowledged by Party B, and shall separately process and transmit
          such business data and financial data in conformity with business and
          finance processing systems acknowledged by both Parties.

     5.4. During the term of this Agreement, in accordance with the terms and
          conditions of this Agreement, Party A may use, reference and inspect
          Agency Business Data and Documentation, and Party B shall provide all
          necessary or desirable assistance Party A in respect thereto. In
          response to Party A's reasonable request, Party B shall provide Party
          A with raw data in connection with the agency business data and copies
          of relevant documentation.

     5.5. Party B shall return such raw data and documentation to Party A when
          this Agreement is terminated.

6.   Inspection and Report

     6.1. Without affecting or interfering with Party B's normal business
          operations, Party A shall have the right to conduct on-site or off
          site, and daily or annual inspections in order to determine whether
          Party B's conduct of the agency business under this Agreement complies
          with the business standards, financial standards, rules and systems
          agreed upon by both Parties, and to test the accuracy of the related
          accounting

                                       8

<PAGE>

          information provided by Party B. Party B shall provide all reasonably
          necessary assistance and cooperation. Expenses incurred due to such
          inspections shall be borne by Party A.

     6.2. Within 90 days after the end of each calendar year, Party B shall
          prepare and submit to Party A an annual report concerning its
          insurance business agency.

7.   Insurance Agency Service Fees and Payments Thereof

     7.1. The method of calculating service fees for any period shall be as
          follows:

          (i). the number of policies in force as of the last day of the period,
               multiplied by RMB8.00 (number of policies in force for a group
               insurance policy is equal to the number of individuals covered by
               such policy (not including individuals under lapsed or expired
               policies)); plus

          (ii). 2.5% of the actual premiums and deposits collected during such
               period.

     When this Agreement is renewed pursuant to Section 12.2, both Parties may,
     prior to the commencement date of such renewal period, redefine the method
     of calculating the service fees for such renewal period in accordance with
     the principle of market fair dealings, and enter into a written agreement
     pursuant to Section 24.3. Otherwise, the service fees for such renewal
     period shall be calculated in accordance with the method of calculation for
     the period prior to such renewal period.

                                       9

<PAGE>

     7.2. Payment procedure for service fees:

          (i). In every year, each period starting from January 1st and ending
               on June 30th, and starting from July 1st and ending on December
               31st, shall be deemed to be a payment period.

          (ii). Within one month after the end of a payment period, Party B
               shall consolidate all the information and determine the amount of
               service fees for such payment period in accordance with Section
               7.1, and submit the related bill with detailed schedules to Party
               A.

          (iii). Unless Party A provides, within 30 days after receiving such
               bills and detailed schedules, adequate evidence that the amount
               of such service fee is unreasonable, the service fee specified in
               such bill shall be paid into Party B's designated account within
               thirty days after Party A receives such bill and detailed
               schedules.

8.   Payment of Commissions

     8.1. Any direct commissions to insurance agents and any corresponding
          pension fees incurred in connection with premium collections for the
          renewal of Old Policies shall be borne and paid by Party A in
          accordance with the payment standards that were specified when such
          policies were issued. Except for such aforementioned direct
          commissions and pension fees, all other supplementary commission
          expenses incurred in connection with such insurance agents (including,
          but not limited to, bonuses, social welfare expenses, training
          expenses, and allowances) shall be borne by Party B.

     8.2. Commissions payable to insurance agents in connection with riders to
          Old Policies shall be calculated based on available standards for the
          relevant insurance products. Such commissions shall be borne by Party
          A, and paid by Party A to Party B. Party A shall notify Party B in
          writing of all applicable standards for the commissions of such
          riders.

     8.3. All of the aforementioned commissions borne by Party A shall be paid
          in accordance with the requirements of Section 4.4 of this Agreement.

9.   Third Party Costs and Expenses

     9.1. Third party costs and expenses mean costs and expenses received by
          third parties, and arising in connection with Party B's performance of
          its duties and agreed by Party A, excluding service fees payable to
          Party B pursuant to Section 7 of this Agreement, commissions set forth

                                       10

<PAGE>

          in Section 8 and tax duties and related expenses set forth in Section
          10. Such costs and expenses include, but are not limited to, fees for
          auditors, actuaries, external lawyers and other external professionals
          hired by Party B for its own account or for the account of Party A for
          purposes related to this Agreement. Party A shall not refuse or
          withhold, without appropriate reason, its approval or consent of such
          third party costs and expenses, as long as they are considered by
          Party B to be appropriate, necessary or reasonable.

     9.2. Third party costs and expenses shall be borne by Party A, and shall be
          paid in from the business settlement or payment account for the agency
          business. Under no circumstances shall Party B be obligated to pay, or
          to pay on behalf of Party A, such costs and expenses using its own
          funds.

     9.3. Unless otherwise provided in this Agreement, Party A shall not be
          liable for any other expenses incurred in connection with the agency
          business.

10.  Taxation

     10.1. Party A shall be responsible for all tax obligations required to be
          borne by Party A as tax obligor or withholding obligor pursuant to tax
          laws and regulations. Party A shall bear and pay all expenses incurred
          in connection with such tax obligations.

     10.2. Party B shall provide all necessary assistance to Party A in
          performing the duties set forth in Section 10.1, including but not
          limited to assistance in the preparation of tax declaration forms, the
          preparation and provision of required files and documents, and the
          payment or withholding of tax.

     10.3. Party B shall be liable for the payment of any taxes that are imposed
          on it in accordance with applicable tax laws and regulations.

11.  Representations, Warranties and Undertakings

     Each Party to this Agreement makes the following representations,
     warranties and undertakings to the other Party:

          (i). It has obtained adequate power and authority (including but not
               limited to the procurement of approvals, consents and permits
               from relevant regulatory authorities, and the internal
               authorization of the company) to sign this Agreement;

                                       11

<PAGE>

          (ii). After this Agreement comes into effect in the manner set forth
               herein, it shall be binding on such Party, and will be
               enforceable against such Party in accordance with its terms;

          (iii). All terms of this Agreement are in compliance with Articles of
               Association of such parties, and with the laws and regulations of
               China.

12.  Term

     12.1. This Agreement shall remain in effect until December 31, 2005.

     12.2. Subject to the listing rules of the stock exchange(s) where Party B
          is listed, this Agreement shall be automatically renewed for
          successive one-year terms unless terminated by either Party by
          providing the other Party with a written notice indicating its
          intention not to renew at least 180 days prior to the expiration of
          the then current term.

13.  Indemnification

     13.1. Any claim, suit, loss, judgment, damages, fines or expenses
          (hereinafter collectively referred to as a "Loss") sustained by Party
          B, its directors, officers, employees, agents or representatives
          (hereinafter collectively referred to as "Indemnified Parties") in the
          performance of their duties under this Agreement, shall be fully
          indemnified by Party A. Party A shall hold each Indemnified Party
          harmless against any such Loss and/or liability, unless it is finally
          determined through legal or administrative procedures that such Loss
          and/or liability is caused due to the fault of such Indemnified Party.

     13.2. Notwithstanding any other provision of this Agreement, Indemnified
          Parties shall not be responsible for any loss of Party A or any third
          party caused by any action or inaction, or by any erroneous decision,
          on the part of an Indemnity Party in discharging its obligations under
          this Agreement, unless it is finally determined through legal or
          administrative procedures that such loss was incurred due to the fault
          of such Indemnified Party.

     13.3. This indemnity clause shall survive the termination of this
          Agreement, regardless of the manner in which this Agreement is
          terminated.

14.  Liability for Breach

     14.1. If Party A has not paid, or is incapable of paying, Party B the
          service fees in accordance with the terms of this Agreement, it shall
          pay a penalty of 0.021% of the amount due to Party B for each
          day that such amount is overdue, until the service fee is paid in
          full. Party A may

                                       12

<PAGE>

          deduct amounts payable by Party B from any cash dividends payable by
          Party A to Party B.

     14.2. Notwithstanding the foregoing provision, if (i) Party A has not paid
          or is incapable of paying service fees in full to Party B as
          stipulated by this Agreement, and the amount due reaches
          RMB100,000,000 or more, or (ii) Party A has not transferred or is
          incapable of transferring adequate funds into Party B's account as
          provided by this Agreement, as a result of which the claims, benefit
          amounts, commissions, and/or third party costs and expenses that are
          not timely paid by Party B reach RMB300,000,000 or more, Party B shall
          be entitled to send to Party A a written notice of rescission. Unless
          waived by Party B, this Agreement shall be rescinded upon the 30th day
          after such written notice is delivered to Party A.

     14.3. Subject to the restrictions set forth in Section 13.2 of this
          Agreement, Party B shall be liable for the direct financial losses of
          Party A incurred by Party B's breach of this Agreement in managing the
          insurance business agency hereunder, which liability shall be capped
          by the amount of service fees collected by Party B in the relevant
          calculation period.

15.  Termination

     15.1.

          (a)  This Agreement shall be terminated upon the occurrence of any of
               the following circumstances:

               (i)  The obligations under the Old Policies have been discharged;

               (ii) With the approval of each of Party B and CIRC, Party A
                    legally transfers all Old Policies to a third party, and
                    such third party undertakes to perform the insurer's duties
                    under the Old Policies, or authorizes any institution other
                    than Party B to perform the insurer duties thereunder;

               (iii) With the approval of each of Party B and CIRC, Party A
                    authorizes any institution other than Party B to perform the
                    insurer duties under the Old Policies;

               (iv) This Agreement is not renewed after the expiration of the
                    initial term or a renewal term;

                                       13

<PAGE>

               (v)  Party B effectively rescinds this Agreement pursuant to
                    Section 14.2.;

               (vi) Party A is unable to make payments, is declared bankrupt,
                    enters into a liquidation procedure, is ordered to be
                    dissolved, or is put into receivership.

          (b)  If Party A has legally transferred part of the Old Polices to a
               third party with the approval of each of Party B and CIRC, and
               such third party performs the insurer's obligations under such
               Old Polices or authorizes a third party other than Party B to
               perform the insurer's obligations thereunder, such Old Policies
               shall not be subject to this Agreement starting from the date of
               transfer.

     15.2. If this Agreement is terminated due to the foregoing Section (a)
          (ii), (iii), (iv), (v) or (vi), or if the holders of a substantial
          number of Old Policies are adversely affected or incur losses due to
          the foregoing Section (b), Party A shall assume all related
          liabilities.

     15.3. If this Agreement is terminated pursuant to Section 15.1 (a) or
          certain Old Policies are transferred pursuant to Section 15.1 (b) and
          are therefore no longer subject to this Agreement, the obligations and
          responsibilities of Party A and Party B under this Agreement that had
          already arisen before such termination shall not be terminated or
          affected thereby.

16.  Force Majeure

     16.1. If a Party fails to perform in whole or in part its duties under this
          Agreement due to an event of force majeure, this performance shall be
          suspended in the affected period of force majeure.

     16.2. The Party claiming that it has been affected by an event of force
          majeure shall inform the other Party of such event of force majeure in
          writing as soon as possible, and shall provide the other Party with
          appropriate evidence regarding the existence and ongoing nature of
          such event of force majeure within 15 days after the occurrence
          thereof. The Party claiming that the performance of its obligations
          under this Agreement is objectively impossible and impracticable due
          to such event of force majeure shall take all reasonable measures to
          lessen the losses caused by such event of force majeure.

     16.3. Upon of occurrence of any event of force majeure, both Parties shall
          immediately consult with each other in respect of the performance of
          their obligations under this Agreement, and shall immediately resume

                                       14

<PAGE>

          the performance of their respective obligations hereunder upon the
          termination or elimination of such event of force majeuree.

     16.4. Force majeure means the objective circumstances, occurring after this
          agreement becomes effective that cannot be reasonably controlled,
          predicted, avoided or overcome, and which make the performance of the
          obligations under this Agreement in whole or in part objectively
          impossible or impracticable (including, but not limited to,
          circumstances when such obligations cannot be performed even after
          spending a reasonable amount of money). Such circumstances include but
          are not limited to floods, fires, droughts, wind, earthquakes, and
          other acts of God, strikes, riots, turmoil and wars (declared or not)
          and the acts or omissions of governmental authorities.

17.  Confidentiality

     Unless otherwise provided by law or relevant regulatory authorities or in
     order to meet the legal disclosure requirements of information on Party B
     when it is to be listed or as a listed company, either Party shall provide
     or disclose to any company, enterprise, organization or individual the
     business-related information or data of the other Party without the prior
     written approval of the other Party.

18.  Assignment

     Neither Party may assign any right or obligation under this Agreement
     without the prior written approval of the other Party.

19.  Non-Waiver

     Unless otherwise provided for by law, any delay or failure on the part of
     either Party hereto to exercise any right, power or privilege under his
     Agreement shall not operate as a waiver thereof, nor shall any partial
     exercise of any right, power or privilege preclude the exercise of any
     further right, power or privilege.

20.  Notices

     Any notice related to this Agreement shall be sent in writing, and shall be
     delivered in person or by fax or mail. If delivered in person, such notice
     shall be deemed delivered upon submission. If sent by fax, such notice
     shall be deemed delivered when the fax machine indicates that the fax has
     been transmitted. If delivered by mail, such notice shall be deemed
     delivered on the third business day (statutory holidays excluded) following
     the day such notice was mailed. Notices shall become effective upon
     delivery.

     Addresses of the Parties are as following:

                                       15

<PAGE>

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

     Address: No.5 Guan Ying Yuan Xi       Address: China Life Tower, No. 16
     Qu, Xicheng District, Beijing         Chao Yang Men Wai Avenue,
                                           Chaoyang District, Beijing

     Telephone: 010-6611 4433              Telephone: 010-8565 9999

     Fax: 010-6611 1567                    Fax: 010-8565 2232

21.  Performance of this Agreement

     21.1. After Party B has listed on the Hong Kong Stock Exchange, the
          transactions under this Agreement shall constitute a connected
          transactions as described in the Hong Kong Stock Exchange Listing
          Rules (the "Listing Rules"). According to the Listing Rules, such
          transactions may be conducted only after obtaining a waiver from Hong
          Kong Stock Exchange or the approval of independent shareholders and/or
          in conformity with any other requirements concerning connected
          transactions under the Listing Rules. Therefore, the performance of
          the obligations set forth in this Agreement shall, to the extent that
          they are deemed to be connected transactions, be subject to the
          approval of the Stock Exchange HK and/or conditional on conforming to
          any other requirements concerning connected transactions under the
          Listing Rules. Both Party A and Party B undertake to observe the
          relevant requirements of the Listing Rules.

     21.2. If the Hong Kong Stock Exchange exemption contains additional
          conditions the obligations set forth in this Agreement shall be
          performed in accordance with such additional conditions. Both Party A
          and Party B undertake to strictly observe such conditions.

22.  Further Actions

     Both Parties shall take further actions and measures in order to fully and
     effectively perform this Agreement, including consultations with each other
     to set forth the execution plan or detailed rules of this Agreement in
     accordance with the principles set forth in this Agreement, and provided
     that such plan or rules shall not violate the terms hereof.

23.  Governing Law and Disputes Settlement

     23.1. This Agreement shall be governed by, and interpreted and enforced in
          accordance with, the laws of China.

     23.2. Any disputes arising from or related to this Agreement shall first be
          settled by the Parties through friendly consultations. If no
          resolution is

                                       16

<PAGE>

          reached within 30 days after the dispute occurs, either Party may
          submit such dispute to the China International Economic Trade
          Arbitration Commission for arbitration in accordance with its
          arbitration rules in effect when such dispute is submitted. The
          arbitration award shall be final and binding on both Parties.

24.  Effectiveness, Versions and Modifications

     24.1. This Agreement shall come into effect after the execution hereof by
          each Party's authorized representative and the affixing of each
          Party's company seal. The effectiveness of this Agreement shall
          retroactively commence as of the date when Party B's Business license
          was issued by the relevant department for industry and commerce.

     24.2. This Agreement is executed in four originals, with two originals to
          be kept by each Party. Each original shall have the same legal effect.

     24.3. Any amendment to this Agreement shall be made only pursuant to a
          written agreement executed by the authorized representatives of each
          Party, and shall be approved by each Party after taking appropriate
          corporate actions. If such modification constitutes a material and
          significant change to this Agreement, it shall become effective upon
          the notification of and procurement from approval from the Hong Kong
          Stock Exchange and/or a shareholders' meeting of Party B (if
          applicable) (subject to the listing rules and requirements of the Hong
          Kong Stock Exchange then in effect).

     24.4. If amendments to Chinese laws, regulations or relevant rules would
          affect the performance of this Agreement, both Parties shall, based
          upon the object of this Agreement and the principles of equity and
          reasonableness, through friendly negotiations, timely modify the
          affected provisions in order to eliminate and lessen, to the extent
          possible, the impact caused by such amendments.

                                       17

<PAGE>

Signature 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)

                                       18