Exhibit 4.6





Exhibit 4.6




Property Leasing Agreement




between




China Life Investment Holding Company Limited




and




China Life Insurance Company Limited





 


 









 







Table of Contents




	 	 	 	 	 
	1. Conditions Precedent

	 	 	2	 
	2. Scope of the Lease

	 	 	2	 
	3. Term

	 	 	2	 
	4. Rent

	 	 	3	 
	5. Rights and Obligations of Both Parties

	 	 	4	 
	6. Amendment and Termination

	 	 	6	 
	7. Liability for Breach of Contract and Damages

	 	 	6	 
	8. Representations and Warranties

	 	 	7	 
	9. Force Majeure

	 	 	9	 
	10. Miscellaneous

	 	 	9	 
	11. Communications

	 	 	10	 
	12. Governing Law and Dispute Resolution

	 	 	11	 
	13. Supplementary Provisions

	 	 	11	 






Appendix I: Schedule of the Property Leased to Party B by Party A





 


 









 







This property leasing agreement (the “Agreement”) was entered into on February 22, 2010 by and
between the following two parties in Beijing, the People’s Republic of China (“PRC” or “China”).




			
	Party A:	 	China Life Investment Holding Company Limited

Address: China Life Center, No. 17 Financial Street, Xicheng District, Beijing

Legal representative: Wang Sidong






			
	Party B:	 	China Life Insurance Company Limited

Address: 16 Chaowai Avenue, Chaoyang District, Beijing

Legal Representative: Yang Chao





Whereas:





	i.	 	Party A is a duly organized and validly existing solely State-owned insurance company;
	 
	ii.	 	Party B is a duly organized and validly existing joint stock limited
insurance company;
	 
	iii.	 	(a) China Life Insurance (Group) Company
(“CLIC”) and Party B have signed a property
leasing agreement (the “Original
Agreement”) in 2007, which has expired on
December 31, 2009.
	 
	 	 	(b) In 2008, CLIC transferred its self-owned retained assets (including properties under
the Original Agreement) to Party B without any compensation, and entered into the Agreement
for Assignment of Rights and Obligations under Property Leasing Agreement with Party A and
Party B, according to which, CLIC transferred all of its rights and obligations under the
Original Agreement to Party A, and Party A became a party to the Original Agreement in
place of CLIC, enjoys the rights and is subject to the obligations thereunder.
	 
	 	 	(c) In light of the above facts, with respect to Party A’s lease of its self-owned property
to Party B, Party A and Party B wish to make proper adjustments and fair, reasonable
arrangements based on the Original Agreement in accordance with the actual leasing status
and market conditions.





This Agreement is made based on mutual benefits of and through friendly consultations by Party
A and Party B in accordance with Administrative Rules on Urban Real Estate of the PRC and
Contract Law of the PRC.


 


1









 






	1.	 	Conditions Precedent
	 
	1.1	 	Party A owns all of the properties listed in Appendix I hereto (hereinafter referred to as
“Party A’s Properties” or the “Properties”).
	 
	1.2	 	Party A agrees to lease Party A’s Properties to Party B and Party B agrees to rent Party A’s
Properties according to the terms and conditions of this Agreement for Party B’s use as
offices.
	 
	2.	 	Scope of the Lease
	 
	2.1	 	Party A’s Properties include 2,182 properties, with a total constructions area of 875,971.57
square meters. Please refer to Appendix I, which is an integral part of this Agreement, for
details.
	 
	2.2	 	The Properties shall be deemed to have been handed over to Party B on January 1, 2010. The
property covered in the Original Agreement shall be under good state meeting Party B’s
requirements and Party A undertakes the newly added property in this Agreement is under good
state satisfied Party B’s requirements at the hand-over time.
	 
	2.3	 	Party A and Party B hereby agree that both Parties may request to narrow the scope of rent
for the next year according to their respective business requirements with a written notice to
the other party before November 30 of each year. The two parties shall, according to request
of the other party for narrowing of the scope of rent, modify the appendices of this Agreement
as regulated by Clause 10.4 of this Agreement to reduce sites of the property hereunder and
adjust the rent hereunder according to stipulations in Clause 4.4 of this Agreement.
	 
	2.4	 	The two parties hereby agree that both parties may raise request to expand the scope of rent
for the next year with a written notice to the other party before November 30 of each year.
Provided that the two parties reach an agreement for expansion of the scope of rent for the
next year, they shall modify the appendices of this Agreement as regulated by Clause 10.4 of
this Agreement to add sites of the property hereunder and adjust the rent hereunder according
to stipulations in Clause 4.4 of this Agreement.
	 
	2.5	 	The two parties hereby agree that Party B may raise request to narrow the scope of rent for
that year with a written notice to Party A with one month in advance. Rent for the returned
property till the month when Party B removes out shall be paid.




 


2









 






	3.	 	Term
	 
	3.1	 	Unless otherwise regulated by listing rules of the jurisdiction where Party B is listed
(“Listing Rules”), the term of this Agreement shall be from January 1, 2010 to December 31,
2012.
	 
	3.2	 	Unless otherwise stipulated in this Agreement or with prior written consent of the other
party, neither party may terminate this Agreement or rent any of the Properties at an earlier
time than stipulated herein.
	 
	4.	 	Rent
	 
	4.1	 	The rent for the Properties shall be determined through the intermediary selected by both
Parties by reference to the market price. For properties the price of which is difficult to be
compared with market price, the rent shall be determined by adding a reasonable profit of 5%
to the cost of Party A (including amortization of the original coat or depreciation,
maintenance expenses, property tax, business tax, additional tax, stamp tax, etc.). Party A
shall bear all the taxes arising from leasing out of the property owned by Party A.
	 
	4.2	 	According to estimation, Party B shall pay total rent of RMB 69,930,476.81 to Party A each
year. The final rent amount shall be determined according to Clauses 2.3, 2.4, 2.5, 4.3 and
4.5 of this Agreement.
	 
	4.3	 	During the term of this Agreement and through consultation, Party A and Party B may adjust
the rent, based on actual circumstances, with respect to any difference between the actual
rent and the estimated or predicted price by a supplemental agreement or a side letter.
	 
	4.4	 	Party A and Party B may, through a supplemental agreement or a side letter, adjust the rent
amount for next year in the last month of every year during the term of this Agreement based
on market price and the narrowing or expansion of the scope of rent.
	 
	4.5	 	During the term of this Agreement, the rent amount stipulated in this Agreement shall be paid
by Party B to Party A bi-annually prior to March 31 and September 30 (“Payment Date”) of each
year. The rent amount payable each time shall be half of the total rent amount for the whole
year. Prior to the payment of such rent, Party A shall first provide Party B with official
invoice for the corresponding amount and Party B shall pay the rent within 15 working days
upon receipt of such invoice.
	 
	4.6	 	Calculation method for the rent amount Party B shall pay each time:






	 	1)	 	the rent payable by Party B to Party A each time = sum of the rent for all
sites of property rented from Party A for the payable term




 


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	 	2)	 	the rent for each site of property = the total rent for such site for that
year multiplies 1/2






	4.7	 	The payable rent shall be paid to an account designated by Party A.
	 
	5.	 	Rights and Obligations of Both Parties
	 
	5.1	 	Party A, as the lessor of the Properties, shall be entitled to:






	 	1)	 	receive rent according to this Agreement;
	 
	 	2)	 	other rights regulated in this Agreement.






	5.2	 	Party A, as the lessor of the Properties, shall assume the following obligations:






	 	1)	 	Unless otherwise stipulated in this Agreement, Party A guarantees that it has
the power to rent out the Properties according to this Agreement.
	 
	 	2)	 	Party A undertakes to take all necessary actions to ensure the compliance of
the Properties and the lease of the Properties with related regulations. Party A
guarantees and undertakes to pay compensation in full amount within 30 days after
receiving Party B’s written request for compensations for any losses caused by Party
A’s failure to fulfill the above undertakings.
	 
	 	3)	 	Party A shall bear all the property tax, business tax, additional tax, stamp
tax, land-using tax and all the other taxes payable according to laws arising from
leasing property to Party B.
	 
	 	4)	 	During the term of this Agreement, in the event that Party A intends to
transfer its ownership of the Properties to a third party, it shall notify Party B of
such intention in writing. Party B has the preemptive right to purchase the Properties
under the same conditions. Party B’s failure to confirm in writing within 30 days upon
receipt of Party A’s notification to exercise the preemptive right shall be deemed a
waiver of such right. In the event that Party B waives such preemptive right, Party A
may transfer ownership of the Properties to a third party under the same conditions.
However, the transfer shall take effect provided that the third party, as lessor of
the Properties, shall be bound by this Agreement.
	 
	 	5)	 	Party B may require reducing sites of rented property according to its
business situations with a written notice to Party A one month in advance.




 


4









 






	 	6)	 	Unless otherwise agreed by both Parties, during the term of this
Agreement, Party A shall not, partly or in whole, take back the Properties early,
or terminate this Agreement early.
	 
	 	7)	 	Party A shall provide necessary assistance for reasonable requests of Party B
related to using of the properties Party B rents according to this Agreement.






	5.3	 	Party B, as the lessee hereunder, shall be entitled to:






	 	1)	 	occupy and use the Properties according to this Agreement;
	 
	 	2)	 	carry out non-structural decoration and reconstruction of the Properties at
its own cost according to its business requirement without violating related laws,
regulations and commitments in this Agreement. Such decoration and reconstructions
shall not bring adverse effect on the value of Party A’s Properties and/or Party A’s
rights;
	 
	 	3)	 	sublet the Properties, partly or in whole, with prior written consent of
Party A;
	 
	 	4)	 	require decrease of the number of sites of the Properties according to its
business situations with a written notice to Party A with one month in advance;
	 
	 	5)	 	notwithstanding the above, if any of the Properties is damaged not due to the
fault of Party B, Party B may demand termination of the rental of the damaged property
by giving written notice to Party A. Party A shall confirm the damage within 30 days
after receiving such notice. If Party A fails to confirm within the limited time,
Party A will be deemed to have accepted Party B’s demand. Thereafter, the relation
between the two parties concerning rental of the damaged property is terminated. Party
B does not need to pay the rent for the damaged property from the date of such damage.
After Party A completes repair of the damaged property, the two parties may, with
consent of Party B, resume the rental relationship in respect of the repaired property
according to the terms of this Agreement from the date agreed by both parties;
	 
	 	6)	 	the preemptive right under the same conditions if Party A intends to sell the
Properties.






	5.4	 	Party B, as the lessee hereunder, shall assume the following obligations:






	 	1)	 	to pay rent according to this Agreement;




 


5









 






	 	2)	 	to be liable for maintenances (excluding structural repairs) of the
Properties during the rental term, except when a third party or owner of the building
shall bear such liabilities according to agreement between Party A and such third
party;
	 
	 	3)	 	to bear fees for water, electricity, heating, repair and other expenses for
using the Properties during the rent term;
	 
	 	4)	 	to pay compensations for losses to a third party due to decoration and
reconstruction during the rent term;
	 
	 	5)	 	to manage and use the Properties in proper manners and pay compensations for
losses such as damage or destruction of the Properties caused by its improper
management or usage;
	 
	 	6)	 	to return the Properties to Party A immediately upon the expiry of the rental
term or termination of this Agreement.






	6.	 	Amendment and Termination





This Agreement shall terminate under the following conditions:




	 	1)	 	The term of this Agreement expires;
	 
	 	2)	 	The two parties reach an agreement to terminate this Agreement during the
term;
	 
	 	3)	 	As required by verdict, judgment or decision of laws, regulations, judicial
court or arbitral organization to terminate this Agreement;
	 
	 	4)	 	As required by any other stipulations in this Agreement.






	7.	 	Liability for Breach of Contract and Damages
	 
	7.1	 	In case of breach of any clause of this Agreement, the breaching party shall compensate the
other party for direct and indirect economic losses caused by its breaching behaviors.
	 
	7.2	 	For the property for which Party A has not obtained legal license temporarily, but which
Party A permits Party B to use and undertakes to exert its greatest efforts to complete
related transactions, with respect to losses arising from claims for compensation of any third
party for Party B’s using of such property, Party A undertakes to make confirmation within 10
days after Party B’s written requirement and compensate Party B in full amount within 30 days
after the confirmation. If there is controversy about the compensation amount between Party A
and Party B, a third party shall be hired to evaluate and
confirm such compensation amount. And the final amount shall be determined by confirmation
of such third party.




 


6









 






	7.3	 	Party A shall be liable to compensate Party B for losses arising from objections, disturbance
and claim for compensation of any third party for using the property for subletting. Party A
undertakes to make confirmation within 10 days after Party B’s written requirement and
compensate Party B in full amount within 30 days after the confirmation. If there is
controversy about the compensation amount between Party A and Party B, a third party shall be
hired to evaluate and confirm such compensation amount. And the final amount shall be
determined by confirmation of such third party.
	 
	8.	 	Representations and Warranties
	 
	8.1	 	Representations and warranties of Party A






	 	1)	 	Party A is a legally established and validly existing enterprise solely owned
by the state. It possesses independent juridical person qualifications and holds valid
legal business license as a corporation. Party A has the legal right to own, rent and
operate its property and to sign and fulfill this Agreement.
	 
	 	2)	 	Party A always undertakes business activities in a legal manner and has never
taken any activities beyond the business scope as legally regulated.
	 
	 	3)	 	Party A has obtained all governmental approvals (if required) and completed
all internal authorization procedures for signing this Agreement. The person who signs
this Agreement is the effective authorized representative of Party A and this
Agreement, once signed, constitutes obligations Party A is obligatory to bear.
	 
	 	4)	 	Party A does not breach any laws or regulations or any other agreements Party
A signs or Articles of Association of Party A by signing this Agreement or fulfilling
its obligations hereunder.
	 
	 	5)	 	Party A is obligatory to take further necessary actions, including signing
other related agreements, contracts or documents, to ensure realization of the purpose
and stipulations of this Agreement.






	8.2	 	Representations and warranties of Party B






	 	1)	 	Party B is a legally established and validly existing stock limited company.
It possesses independent juridical person qualifications and holds valid legal
business license as a corporation. Party B has the
legal right to own, rent and operate its property and to sign and fulfill this
Agreement.




 


7









 






	 	2)	 	Party B always undertakes business activities in a legal manner and has never
taken any activities beyond the business scope as legally regulated.
	 
	 	3)	 	Party B has completed all internal authorization procedures for signing this
Agreement. The person who signs this Agreement is the effective authorized
representative of Party B and this Agreement, once signed, constitutes obligations
Party B is obligatory to bear.
	 
	 	4)	 	Party B does not breach any laws or regulations or any other agreements Party
B signs or Articles of Association of Party B by signing this Agreement or fulfilling
its obligations hereunder.




 


8









 






	9.	 	Force Majeure
	 
	9.1	 	Should either party be prevented from performing its obligations hereunder, partly or wholly,
by any force majeure event (Force majeure means any event that happens after this Agreement is
executed but that is beyond control of or is not predictable by the affected party, or is
unavoidable or unconquerable for the affected party even it has been predicted, and that
causes implementation of this Agreement, partly or wholly, to become impossible or unpractical
objectively, including but not limited to flood, fire, drought, typhoon, earthquake and other
natural disasters, traffic accident, strike, turmoil, riot and war (whether with declaration
or not) and other actions or inactions of governmental departments.) , performance of the
affected obligations shall be suspended during the term of such force majeure event.
	 
	9.2	 	The party claiming to have been effected by any force majeure event shall notify the other
party of the force majeure event with a written form as soon as possible and shall provide
proper evidence of such force majeure event and of its lasting time to the other party within
15 days after occurrence of such force majeure event through personal express delivery or
registered air mail. The party claiming performance of obligations hereunder becomes
impossible or unpractical objectively due to force majeure event has the liabilities to exert
its greatest efforts to eliminate or reduce effect of such force majeure event.
	 
	9.3	 	In case of force majeure event, the two parties shall immediately decide how to perform this
Agreement through friendly consultations. After termination of such force majeure event or
elimination of its effect, both parties shall immediately continue to perform their respective
obligations hereunder.
	 
	10.	 	Miscellaneous
	 
	10.1	 	Unless otherwise stipulated in this Agreement, neither party may transfer its rights or
obligations hereunder, partly or wholly, without written consent of the other party.
	 
	10.2	 	This Agreement and its appendices constitute the entire agreement between the parties on all
issues to which this Agreement relates. The contents of this Agreement and its appendices
supersede all previous written or oral agreements, commitments, understandings and
communications.
	 
	10.3	 	Any provision of this Agreement that becomes illegal, invalid or unenforceable shall not be
prejudicious against the validity and enforceability of the other provisions of this
Agreement.




 


9









 






	10.4	 	Any modification of this Agreement or its appendices shall take effect only with written
agreement signed by authorized representatives of the two parties
and with proper actions taken by the two parties as a legal person. If such modifications
constitute any material or significant changes of this Agreement, they shall become valid
only after notification to or with consent or approval of Hong Kong Stock Exchange
(“HKSE”)and/or consent or approval of the shareholders’ meeting of Party B (if applied)
(according to the applicable requirements of HKSE).
	 
	10.5	 	Unless otherwise stipulated, failure or delay to fulfill any rights, power or privilege
hereunder by either party shall not be deemed waiver of such rights, power or privilege. And
performance of such rights, power or privilege separately or partly shall not repulse
performance of any other rights, power or privilege.
	 
	10.6	 	The appendices of this Agreement constitute inevitable part of this Agreement, have the same
effect with this Agreement and are deemed as terms in this Agreement.
	 
	11.	 	Communications





All notices or communications by either party according to this Agreement shall be in written form
in Chinese and sent to the address of the other party stipulated as follows or fax to the number
designated by the other party. The date for the notice to be effectively delivered shall be
determined according to the following conditions:




	 	1)	 	on the date of delivery in case of personal express delivery;
	 
	 	2)	 	in case of registered mail, the 7th day after the postage is paid
(the date on the postmark). (If this day is Sunday or a legal holiday, it shall be
delayed to the next working day.)
	 
	 	3)	 	in case of fax, at the time the fax is sent provided that the sending party
shall furnish the printed report of the fax machine indicating that the fax has been
successfully sent.





The addresses and fax numbers of the two parties are as follows:




Party A: China Life Investment Holding Company Limited

Address: China Life Center, No. 17 Financial Street, Xicheng District

Fax: 010-6658 1913

Tel: 010-6658 1000




Party B: China Life Insurance Company Limited

Address: 16 Chaowai Avenue, Chaoyang District, Beijing

Fax: 010-8565 2232

Tel: 010-8565 9999


 


10









 





In case of any change in the above-listed addresses or fax numbers by either party, such changes
shall be notified to the other party as soon as possible according to stipulations in this clause.




	12.	 	Governing Law and Dispute Resolution
	 
	12.1	 	This Agreement shall be construed in accordance with and be governed by the laws of the
People’s Republic of China.
	 
	12.2	 	Any dispute arising out of or in connection with this Agreement shall be settled by
consultations between the two parties. If the parties fail to settle the dispute through
consultations within 90 days after such dispute occurs, the dispute shall be submitted to
China International Economic and Trade Arbitration Commission according to its applicable
arbitration rules at the time such dispute is submitted. The arbitral result shall be final
and has legal effect on both parties.
	 
	13.	 	Supplementary Provisions
	 
	13.1	 	This Agreement is written in Chinese.
	 
	13.2	 	This Agreement shall take effect only after signing by authorized representatives by both
parties with the company seals of the two parties.
	 
	13.3	 	Since Party B is a listed company, the transaction stipulated in this Agreement constitutes a
related transaction under the Listing Rules. Under the Listing Rules, such transaction may
only proceed after obtaining relevant exemption under the Listing Rules or approval of the
independent shareholders, or fulfillment of other obligations stipulated under the Listing
Rules on related transactions. Therefore, obtaining approval by the regulatory bodies of the
jurisdiction where Party B is listed and/or observing the Listing Rules on related transaction
are preconditions for performing related stipulations in this Agreement to such deal. The two
parties undertake to abide by the Listing Rules.
	 
	13.4	 	If exemption is conditional under the Listing Rules, this Agreement shall proceed according
to the attached conditions and the two parties undertake to strictly abide by such conditions.
	 
	13.5	 	If exemption of the concerned transaction is withdrawn, revoked or becomes invalid, and the
concerned deal fails to conform to related regulations on interrelated deals under the Listing
Rules, the performance of the terms and conditions in this Agreement related to this deal
shall be terminated.




 


11









 






	13.6	 	If performance of the terms and conditions in this Agreement related to all
deals is terminated according to the above Clause 13.5, this Agreement shall be terminated.
	 
	13.7	 	This Agreement is made in 3 copies that possess the same legal effect, each party holding one
copy and the other one copy shall be submitted to file with real estate administrative
authority.





	 	 	 
	Party A:

	 	Party B:
	 
	 	 
	China Life Investment Holding Company Limited

	 	China Life Insurance Company Limited
	 
	 	 
	<Chop>

	 	<Chop>
	 
	 	 
	Legal Representative or Authorized Representative (signature):

	 	Legal Representative or Authorized Representative (signature):





 


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Appendix I




Schedule of the Property Leased to Party B by Party A




	 	 	 	 	 	 	 	 	 
	S/N	 	Branch Office	 	Total Properties	 	Area (Square meter)	 	Total Rent (Yuan/Year)
	—
	 	Total
	 	2,182
	 	875,871.57
	 	69,930,476.81
	1
	 	Xiamen
	 	1
	 	941.59
	 	67,500.92
	2
	 	Shanxi
	 	16
	 	15,870.90
	 	1,580,232.69
	3
	 	Guangdong
	 	474
	 	94,767.11
	 	5,392,219.49
	4
	 	Nngbo
	 	8
	 	2,376.62
	 	77,204.92
	5
	 	Jiangsu
	 	233
	 	75,757.47
	 	5,133,371.80
	6
	 	Henan
	 	79
	 	43,385.69
	 	3,811,088.03
	7
	 	Jiangxi
	 	28
	 	11,029.82
	 	626,140.24
	8
	 	Tianjin
	 	6
	 	14,641.44
	 	3,435,666.24
	9
	 	Guizhou
	 	40
	 	11,943.63
	 	506,284.91
	10
	 	Anhui
	 	28
	 	11,613.47
	 	1,468,149.12
	11
	 	Dalian
	 	1
	 	1,800.00
	 	387,000.00
	12
	 	Shanghai
	 	6
	 	5,083.15
	 	2,385,825.14
	13
	 	Heilongjiang
	 	24
	 	13,050.61
	 	1,834,044.34
	14
	 	Hunan
	 	38
	 	12,600.06
	 	467,143.57
	15
	 	Hebei
	 	23
	 	13,558.14
	 	1,566,686.60
	16
	 	Inner Mongolia
	 	11
	 	11,707.68
	 	1,253,774.12
	17
	 	Qingdao
	 	21
	 	8,348.78
	 	1,277,102.13
	18
	 	Fujian
	 	107
	 	27,421.23
	 	1,532,354.26
	19
	 	Jilin
	 	33
	 	17,802.78
	 	1,800,477.86
	20
	 	Shenzhen
	 	10
	 	5,285.84
	 	2,058,990.38
	21
	 	Zhejiang
	 	110
	 	53,406.49
	 	3,887,683.10
	22
	 	Hainan
	 	45
	 	15,247.85
	 	1,606,573.57
	23
	 	Hubei
	 	241
	 	81,581.35
	 	1,927,073.80
	24
	 	Sichuan
	 	78
	 	42,574.65
	 	2,759,424.34
	25
	 	Ningxia
	 	4
	 	694.9
	 	31,560.56
	26
	 	Shandong
	 	29
	 	44,707.96
	 	7,933,374.41
	27
	 	Guangxi
	 	53
	 	25,246.06
	 	1,436,950.13
	28
	 	Yunnan
	 	103
	 	58,967.33
	 	2,888,277.87
	29
	 	Xinjiang
	 	9
	 	2,267.08
	 	92,514.59
	30
	 	Gansu
	 	95
	 	42,763.22
	 	4,254,908.24
	31
	 	Beijing
	 	1
	 	3,338.00
	 	567,460.00
	32
	 	Shannxi
	 	142
	 	41,248.39
	 	1,637,325.22
	33
	 	Chongqing
	 	64
	 	32,767.58
	 	1,100,512.28
	34
	 	Liaoning
	 	21
	 	32,174.7
	 	3,145,581.95







 


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