Exhibit 4.13





Exhibit 4.13




Entrustment of Enterprise Annuity Funds and Account Management Agreement




Contract No.: 2009110000000002

Executed in: Beijing, the People’s Republic of China




Party A: China Life Insurance (Group) Company

China Life Insurance Company Limited

China Life Asset Management Company Limited

Party B: China Life Pension Company Limited




July 27, 2009




 


 









 







Table of Content




	 	 	 	 	 	 	 
	Article 1
	 	Definitions and Interpretations

	 	 	4	 
	Article 2
	 	Name of the Entrustment

	 	 	5	 
	Article 3
	 	Establishment of the Entrustment

	 	 	5	 
	Article 4
	 	Party A’s Rights and Obligations

	 	 	7	 
	Article 5
	 	Party B’s Rights and Obligations

	 	 	9	 
	Article 6
	 	THe Beneficiary’s Rights and Obligations

	 	 	11	 
	Article 7
	 	Management of the Enterprise Annuity Funds

	 	 	12	 
	Article 8
	 	Enterprise Annuity Program

	 	 	15	 
	Article 9
	 	Account Management of the Enterprise Annuity Funds

	 	 	15	 
	Article 10
	 	Collection Management of Enterprise Annuity Funds

	 	 	17	 
	Article 11
	 	Financial Management of the Enterprise Annuity Fund

	 	 	18	 
	Article 12
	 	Supervision of the Entrustment

	 	 	21	 
	Article 13
	 	Risk Management

	 	 	22	 
	Article 14
	 	Information Disclosure and Report

	 	 	23	 
	Article 15
	 	Effectiveness, Amendments, Termination and Liquidation
of the Agreement

	 	 	23	 
	Article 16
	 	Confidentiality

	 	 	26	 
	Article 17
	 	Document Retention

	 	 	26	 
	Article 18
	 	Legal Liabilities

	 	 	26	 
	Article 19
	 	Excuses

	 	 	27	 
	Article 20
	 	Dispute Resolution

	 	 	27	 
	Article 21
	 	Notice and Delivery

	 	 	27	 
	Article 22
	 	Miscellaneous

	 	 	28	 





 


 









 







This Entrustment of Enterprise Annuity Funds and Account Management Agreement of China Life
Insurance (Group) Company (the “Agreement”) was made on July 27, 2009 in Beijing, the People’s
Republic of China (“PRC”) among:




Party A: China Life Insurance (Group) Company

Address: No. 17, Financial Street, Xicheng District, Beijing

Legal representative: Yang Chao

Registered capital: 4.6 billion Yuan

Post code: 100140

Tel.: 010-66009999

Fax: 010-66009303




China Life Insurance Company Limited

Address: 23/F, China Life Tower, No. 16 Chao Yang Men Wai Avenue, Chaoyang District,
Beijing

Legal representative: Yang Chao

Registered capital: 28,264,705,000 Yuan

Post code: 100020

Tel.: 010-85659999

Fax: 010-85252210




China Life Asset Management Company Limited

Address: 20/F, China Life Center, No. 17 Financial Street, Xicheng District, Beijing

Legal representative: Miao Jianmin

Registered capital: 1 billion

Post code: 100140

Tel.: 010-66221188

Fax: 010-66222621




Party B: China Life Pension Insurance Company Limited

Address: No. 20 Chao Wai Shi Chang Street, Chaoyang District, Beijing

Legal representative: Wang Jian

Registered capital: 2.5 billion

Qualification Certificate No. as an Enterprise Annuity Fund Management Organization: 0099

Post code: 100020

Tel.: 010-85629636

Fax: 010-85626199



 


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According to the Interim Measures for Enterprise Annuity, the Interim Administrative Measures
for Enterprise Annuity Funds and applicable laws, regulations and policies, Party A established the
China Life Enterprise Annuity Program (the “Program”). Party B is a financial institution legally
established and
qualified to engage in entrusted management business of enterprise annuity funds and account
management. Party B is authorized by Party A to act as the trustee (the “Trustee”) and account
manager of the Enterprise Annuity Plan of China Life Insurance (Group) Company (the “Plan”)
initiated and established by Party A, to provide entrusted management service and account
management service of the enterprise annuity funds of China Life Insurance (Group) Company. Party
B accepts such authorization and agrees to engage in the above management business.



Adhering to the principle of fairness, equality, willingness and good faith, Party A and Party
B, in accordance with PRC Trust Law, PRC Contract Law, Interim Measures for Enterprise Annuity, the
Interim Administrative Measures for Enterprise Annuity Funds and applicable laws, regulations and
the covenants herein, agree to cooperate with each other regarding the above business.



To expressly define Party A and Party B’s rights and obligations with respect to the entrusted
management of funds and other relevant matters under the Plan, to ensure the safety of enterprise
annuity funds, to keep the value of enterprise annuity funds and realize appreciation, and to
safeguard the legal interests of the Beneficiary, Party A and Party B hereunder, it is hereby
agreed as follows:



ARTICLE 1    DEFINITIONS AND INTERPRETATIONS




The following terms shall have the respective meanings given to them below unless otherwise
required by the context:



1.1   “Agreement” shall mean the Entrustment of Enterprise Annuity Funds and Account Management
Agreement of China Life Insurance (Group) Company (Agreement No. 2009110000000002) executed by
Party A and Party B, the appendices thereof, as amended and supplemented effectively from time to
time by Party A and Party B.



1.2   “Plan” shall mean the enterprise annuity plan initiated and established by Party A, with a
financial institution having the qualification to manage enterprise annuity funds acting as the
trustee, account manager, assignee and investment manager.



1.3   “Program” shall mean the China Life Enterprise Annuity Program.



1.4   “Entrusted Management” shall mean, based on Party A’s confidence in Party B, Party A entrusts
Party B, in the name of enterprise annuity funds, in accordance with the Program and for interests
of the Beneficiary, to manage, use and dispose of enterprise annuity funds that Party A is entitled
to dispose of.



1.5   “Enterprise Annuity Funds” or “Entrusted Funds” shall mean enterprise supplementary pension
insurance funds comprised of the capital and investment yield thereof collected by Party A and its
employees in accordance with the Program.


 


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1.6   “Initial Entrusted Funds” shall mean the initial entrusted funds under Party B’s management so
entrusted by Party A upon the execution of the Agreement.



1.7   “Enterprise Annuity Funds Entrustee” shall mean professional firms that are providing
trusteeship, evaluation and liquidation services of enterprise annuity funds with Party B’s
authorization, whose rights and obligations shall be defined in accordance with relevant terms
under the Entrustment Agreement of Enterprise Annuity Funds of China Life Insurance (Group)
Company.



1.8   “Investment Manager of Enterprise Annuity Funds” (the “Investment Manager”) shall mean
professional firms that are providing investment management service of enterprise annuity funds
with Party B’s authorization, whose rights and obligations shall be defined in accordance with
relevant terms under the Investment Management Agreement of Enterprise Annuity Funds of China Life
Insurance (Group) Company.



1.9   “Entrusted Investment Assets” shall mean the enterprise annuity funds of China Life Insurance
(Group) Company that have been entrusted to the Investment Manager by Party A through Party B to
carry out investment and management activities.



1.10   “Dedicated Account of Entrusted Funds” shall mean as per Party B’s instruction, the dedicated
deposit account opened by the Entrustee at its business institution in the name of enterprise
annuity funds to collect contributions to enterprise annuity, investment yields and to pay
enterprise annuity distributions to the Beneficiary.



1.11   “Dedicated Account of Entrusted Investment Assets” shall mean as instructed by Party B, the
dedicated account opened by the Entrustee at its business institution in the name of enterprise
annuity funds or enterprise annuity securities investment portfolio, which shall be used to
liquidate transactions of the Entrusted Investment Assets.



1.12   “Beneficiary” shall mean the employees who participate in the Program and are entitled to the
beneficial rights of the entrustment and who receive corresponding entrustment interests.



1.13   “Parties to the Entrustment” shall mean Party A, Party B and the Beneficiary who enjoy rights
and have obligations under the Agreement.



ARTICLE 2    NAME OF THE ENTRUSTMENT




The name of the Entrustment is: Enterprise Annuity Funds of China Life Insurance (Group)
Company.



ARTICLE 3    ESTABLISHMENT OF THE ENTRUSTMENT




3.1   Parties to the Entrustment:



 


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	 	3.1.1	 	Party A:   China Life Insurance (Group) Company







China Life Insurance Company Limited




China Life Asset Management Company Limited




	 	3.1.2	 	Party B:   China Life Pension Company Limited

	 
	 	3.1.3	 	The Beneficiary: Participants of the Program. Detailed information shall be
determined in accordance with the Beneficiary List provided by Party A.






3.2    Representations and Warranties





	 	3.2.1	 	Party A wishes to entrust Party B to manage and operate its legally-owned Enterprise
Annuity Funds collected in accordance with the Program. Party A warrants that its
establishment of such enterprise annuity is in compliance with applicable laws,
regulations and rules, and such establishment has been approved at its Employees’
Representative Meeting. In addition, the sources and internal utilization of the
Enterprise Annuity Funds are legal and legitimate, free of any security or any other
restrictive conditions that impede Party B’s entrusted management of the Enterprise
Annuity Funds.

	 
	 	3.2.2	 	Party B accepts Party A’s entrustment, and agrees to, in the name of the Enterprise
Annuity Funds, manage and dispose of the Enterprise Annuity Funds for the interests of the
Beneficiary. Party B warranties that it will exercise due care in the course of the
management of the Enterprise Annuity Funds, to perform its duty in the principle of
honesty, good faith, prudence and effectiveness, and to set up a rigorous risk control
system to realize strict separate management of, inter alia, the entrusted business and
account management business of the Enterprise Annuity Funds hereunder in respect of
personnel and information. As such, each management function will be independent of each
other to avoid conflict of interest.






3.3    Purpose of the Entrustment





	 	3.3.1	 	To take advantage of Party B’s professional management skill, quality service,
transparent and streamlined operation to ensure the independence of the Enterprise Annuity
Funds, with an aim of maximizing the long-term value of the Enterprise Annuity Funds,
enhancing the operation result of the Enterprise Annuity Funds, lowering the overhead,
providing supplementary pension coverage for the Beneficiary and safeguarding the
Beneficiary’s interests.






 


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3.4    Entrusted Funds





	 	3.4.1	 	Party A must transfer the Initial Entrusted Funds to the Dedicated Account of
Entrusted Funds opened by Party B within 10 working days upon the opening of such account.

	 
	 	3.4.2	 	During the term of the Agreement, should Party A need to increase or decrease the
Entrusted Funds at a time specified in the Program, the amount of such increased Entrusted
Funds shall be determined based on the actual amount remitted to the account, and the
amount of such decreased Entrusted Funds shall be determined based on the amount confirmed
by Party A. Such increased funds, the Initial Entrusted Funds and the aforesaid investment
yield are all considered Entrusted Funds.

	 
	 	3.4.3	 	The Entrusted Funds are independent of the fixed assets of Party A, Party B and
other natural person, legal person or corporation that provides service for enterprise
annuity funds.

	 
	 	3.4.4	 	Properties received by Party B resulting from the management, utilization, disposal
of the Entrusted Funds or otherwise shall be part of the Entrusted Funds.

	 
	 	3.4.5	 	The Entrusted Funds are independent of Party B’s fixed assets, and shall not be
deemed to be part of Party B’s fixed assets. In the event that Party B is under
liquidation due to dissolution, cancellation or bankruptcy as provided by law, the
Entrusted Funds shall not be subject to such liquidation.






ARTICLE 4    PARTY A’S RIGHTS AND OBLIGATIONS




4.1    Party A’s rights





	 	4.1.1	 	Party A has the right to be informed by Party B of the management, disposal and the
balance of the Entrusted Funds, and has the right to demand Party B to provide relevant
explanation.

	 
	 	4.1.2	 	Party A has the right to access, record or duplicate accounting books with respect
to the Entrusted Funds, and has the right to handle other documents relating to the
entrusted management business.

	 
	 	4.1.3	 	In the event that Party B disposes the Entrusted Funds without Party A’s approval
for a purpose other than the Entrustment Purpose or causes losses to the Entrusted Funds
due to its breach of management duties, Party A has the right to petition for a
cancellation of such disposal at the people’s court and to demand Party B to restore the
Entrusted Funds or indemnify such losses. If Party A incurs losses due to Party B’s fault,
Party A has the right to demand Party B to
restore the Entrusted Funds within a certain period or indemnify the losses
caused to the Enterprise Annuity Funds.






 


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	 	4.1.4	 	Party A has the right, with Party B’s assistance, to select or change the investment
portfolio of the Enterprise Annuity Funds.

	 
	 	4.1.5	 	Party A has the right to make amendments to the Program.

	 
	 	4.1.6	 	Party A has the right to remove Party B in the event that Party B disposes the
Entrusted Funds in any way breaching the Entrustment Purpose, or commits an act of gross
negligence during its management and disposal of the Entrusted Funds, or causes
significant loss to the Entrusted Funds by breaching its management duties.

	 
	 	4.1.7	 	Party A is entitled to other rights provided under laws, regulations and the
Agreement.






4.2    Party A’s obligations





	 	4.2.1	 	Party A guarantees that the Program is in compliance with applicable laws and
relevant regulatory rules of the PRC.

	 
	 	4.2.2	 	Party A guarantees that all the Entrusted Funds delivered to Party B are from a
source that is in compliance with PRC laws and regulations, and has obtained all necessary
authorizations for such delivery. Party A is obliged to contribute entrusted capital at a
time specified hereunder, to catch up additional capitals within the term of the
Agreement, and to assume relevant liabilities arising out of the failure to contribute
capital on a timely basis.

	 
	 	4.2.3	 	Party A shall provide Party B with data and information in connection with the
establishment of Enterprise Annuity Funds, including, among others: basic information of
the enterprise, basic information of employees, business license, financial statements,
certificate evidencing the contribution of basic pension insurance, and data required by
regulatory bodies. Party A is obliged to ensure the accuracy of the data provided in any
form, and that there is no wilful omission in such data.

	 
	 	4.2.4	 	Party A agrees that party B shall manage and dispose the Entrusted Funds in the ways
specified hereunder.

	 
	 	4.2.5	 	Party A is obliged to fill out forms, confirm data and affix corporate seals, etc.
in the management process specified hereunder and under the Program, and to provide any
change in personnel information to Party B on a timely basis.






 


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	 	4.2.6	 	In accordance with the Agreement, Party A agrees to pay management fee, entrustment
fee, investment management fee derived from the Entrusted Funds, and pay other overhead
fees which may be paid out of the Entrusted Funds to the extent permitted by laws and
regulations.

	 
	 	4.2.7	 	In accordance with the Agreement, Party A agrees to pay account management fee to
Party B on a timely basis.

	 
	 	4.2.8	 	Party A is obliged to assume other obligations specified under laws, regulations and
the Agreement.






ARTICLE 5    PARTY B’S RIGHTS AND OBLIGATIONS




5.1    Party B’s rights





	 	5.1.1	 	In accordance with the Agreement, Party B has the right to receive management fee
derived from the Entrusted Funds, to receive entrustment fee and investment management fee
derived from the Entrusted Funds in accordance with the Entrustment Agreement of
Enterprise Annuity Fund of China Life Insurance (Group) Company and the Investment
Agreement of Enterprise Annuity Fund of China Life Insurance (Group) Company, and to
request payments of account management fee by Party A as specified hereunder.

	 
	 	5.1.2	 	In accordance with the Agreement, Party B has the right to request Party A to
transfer the enterprise annuity contribution to the Dedicated Account of Entrusted Funds.

	 
	 	5.1.3	 	Party B has the right to manage and dispose the Entrusted Funds in ways specified
hereunder.

	 
	 	5.1.4	 	Party B has the right to reject any of Party A’s instructions to the extent that
such instruction conflicts with applicable laws and regulations or requirements by
regulatory bodies.

	 
	 	5.1.5	 	Party B is entitled to other rights provided under laws, regulations and the
Agreement.






5.2    Party B’s obligations





	 	5.2.1	 	Party B’s engagement in the entrusted activities shall be in compliance with laws,
regulations and terms hereunder, shall not jeopardize national interest, public interest
and legitimate rights of any other person. In the event that there is any significant
adjustment in national policies, Party B shall notify Party A promptly, and consult and
rearrange with Party A in respect of relevant matters.





 


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	 	5.2.2	 	Party B shall comply with the terms hereunder, manage the entrusted business in the
Beneficiary’s best interest in the long run; In respect of the management of the Entrusted
Funds, Party B shall perform its obligations prudently, honestly, effectively and in good
faith with due care.

	 
	 	5.2.3	 	In accordance with the Agreement, Party B shall supervise the management of the
Enterprise Annuity Funds, ensure that the Entrustee and the Investment Manager fulfil
their obligations honestly, diligently and in good faith.

	 
	 	5.2.4	 	To the extent permitted by applicable laws, regulations, policies and rules, Party B
shall designate persons with expertise to manage Party A’s Enterprise Annuity Funds.
Party B’s staff shall strictly follow applicable laws and professional ethical codes.

	 
	 	5.2.5	 	Except for the remuneration received in accordance with applicable regulations and
the terms hereunder, Party B shall not pursue interests for its own account by taking
advantage of the Enterprise Annuity Funds.

	 
	 	5.2.6	 	The creditor’s rights created during the course of Party B’s management and disposal
of the Entrusted Funds shall not offset its debts arising out of its fixed assets; the
creditor’s rights and debts created during the course of Party B’s management and disposal
of the entrusted funds of different enterprise annuities shall not offset each other.

	 
	 	5.2.7	 	Party B shall not transfer the Entrusted Funds to its own fixed assets, or, Party B
must restore such Entrusted Funds and indemnify any loss incurred to such Entrusted Funds.

	 
	 	5.2.8	 	Unless agreed by Party A and save for a fair transaction at the fair market value,
Party B shall not trade its fixed assets with the Entrusted Funds or trade among different
entrusted funds.

	 
	 	5.2.9	 	In the event that Party A is selecting a new trustee, Party B is obliged to properly
complete the hand-over of the entrusted management business. Prior to which, Party B
shall continue to diligently manage, confirm and allocate the Entrusted Funds.

	 
	 	5.2.10	 	In the event that the Entrusted Funds are under liquidation, Party B is obliged to carry
out the liquidation procedures with relevant persons in accordance with the liquidation
procedures specified hereunder.

	 
	 	5.2.11	 	In accordance with applicable laws, regulations and the terms hereunder, Party B shall
set up a company account and personal
account for the Enterprise Annuity Funds, and offer Party A access to the
information relating to such accounts.






 


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	 	5.2.12	 	Party B shall record contributions by Party A and the Beneficiary, the investment yield
of the Enterprise Annuity Funds, calculate distributions regarding the Enterprise Annuity,
and timely check with the Trustee any changes in the contribution data and account of the
Enterprise Annuity Funds.

	 
	 	5.2.13	 	Party B is obliged to assume other obligations specified under laws, regulations and the
Agreement.






ARTICLE 6    THE BENEFICIARY’S RIGHTS AND OBLIGATIONS



6.1   The Beneficiary’s rights




	 	6.1.1	 	In the event that the Beneficiary meets the conditions regarding interest ownership
specified under the Program, it will be entitled to the interest accumulated in its
personal account and attributable to it. To the extent that the Beneficiary meets the
conditions regarding interest collection specified under the Program, it shall be entitled
to receive distributions of the Enterprise Annuity. The Beneficiary is entitled to
understand the balance of its personal account of the Enterprise Annuity Funds, and Party
A has the right, at the request of the Beneficiary, to ask Party B to provide relevant
explanation.

	 
	 	6.1.2	 	If the Beneficiary is deceased, a new beneficiary designated by such Beneficiary
shall be entitled to receive corresponding interest relating to the entrusted business; if
there is no new beneficiary so designated, the Beneficiary’s legal heir shall be entitled
to such interests.






6.2    The Beneficiary’s obligations





	 	6.2.1	 	The Beneficiary shall not transfer its beneficial interests in the Enterprise
Annuity Funds to other person, and shall not use such interests to repay its debts or
create any security thereon.

	 
	 	6.2.2	 	The Beneficiary is obliged to provide information and data relating to such
entrustment at Party B’s request. It shall promptly notify Party A if there is any
change in its personal information.

	 
	 	6.2.3	 	The Beneficiary is obliged to keep confidential the existence of such entrustment,
the disposal of the entrusted management business and relevant information of Party A and
Party B.

	 
	 	6.2.4	 	The Beneficiary is obliged to authorize Party A (as the trustor) to entrust Party B
to manage its assets in its personal account.






 


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ARTICLE 7    MANAGEMENT OF THE ENTERPRISE ANNUITY FUNDS




7.1    Duties of entrusted management





	 	7.1.1	 	Party B shall separate the management and bookkeeping of the Enterprise Annuity
Funds from its fixed assets and other entrusted funds of enterprise annuity under its
management.

	 
	 	7.1.2	 	Party B shall establish investment policies in strict accordance with applicable
laws and regulations in the principle of prudence, decentralized risk and professional
management, provided that Party B takes the safety and liquidity of the Enterprise Annuity
Funds into sufficient consideration.

	 
	 	7.1.3	 	Party B shall periodically collect and prepare management reports regarding the
Entrusted Funds, including, among other things, financial accounting reports and other
relevant report, and notify Party A or the Beneficiary in a manner specified hereunder.

	 
	 	7.1.4	 	Party B shall periodically check the investment operation of the Entrusted Funds at
the time and in accordance with procedures specified hereunder, and promptly distribute
the investment yields of the Enterprise Annuity Funds.

	 
	 	7.1.5	 	According to the Program and the terms hereunder, Party B shall assist Party A in
the contribution to the Enterprise Annuity.

	 
	 	7.1.6	 	In the event that the Beneficiary meets the distribution requirement, Party B shall
be responsible for the distribution of the Enterprise Annuity to the Beneficiary in
accordance with the Program and rules and procedures specified hereunder.

	 
	 	7.1.7	 	In case of any significant event, Party B shall promptly report to Party A, the
Beneficiary and relevant regulatory department, and accept Party A and such departments’
inquiries.






7.2    Duties of account management





	 	7.2.1	 	Party B shall open an enterprise annuity fund account for the Plan in accordance
with applicable PRC laws, regulations and provisions of the Program, and expressly record
the basic information and contribution status of Party A and the Beneficiary, the
allocation of investment yields, the withdrawal and distribution payment of the Enterprise
Annuity Funds, etc.

	 
	 	7.2.2	 	Party B shall record any change of the assets in the enterprise annuity fund
account, including, among other things, balance of enterprise contribution, balance of
individual contribution to the individual’s
account of each Beneficiary, and record the interests of the Beneficiary in the
entrusted enterprise annuity.





 


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	 	7.2.3	 	Party B shall set necessary rules for the Plan, make necessary information recording
and statistics analysis.

	 
	 	7.2.4	 	Party B shall calculate the enterprise annuity payable to the Beneficiary in
accordance with relevant documents submitted or confirmed by Party A.

	 
	 	7.2.5	 	Party B shall record any alteration to Party A and the Beneficiary’s relevant
information.

	 
	 	7.2.6	 	Party B shall handle the transfer-out, reservation and transfer-back of Party A’s
individual accounts of the Enterprise Annuity.

	 
	 	7.2.7	 	Party B shall keep books, certificate and material agreement, etc. relating to the
Enterprise Annuity Funds for at least 15 years, with other relevant data kept in
accordance with applicable rules of the PRC.

	 
	 	7.2.8	 	Party B shall periodically file various reports with regulatory departments in
accordance with relevant rules.

	 
	 	7.2.9	 	At Party A’s request, Party B shall periodically disclose relevant account
information of the Enterprise Annuity Funds, and provide access to such account
information for Party A and the Beneficiary.

	 
	 	7.2.10	 	Upon the termination of the Agreement, Party B shall properly maintain the account
management information relating to the Enterprise Annuity Funds and timely complete the
hand-over of the account management business.






7.3    Duties of the Entrustment





	 	7.3.1	 	Party B shall entrust a professional firm with the qualification to act as an
entrustee of enterprise annuity funds to manage the Entrusted Funds, and execute in
writing the Entrustment Agreement of Enterprise Annuity Fund of China Life Insurance
(Group) Company.

	 
	 	7.3.2	 	Party B shall instruct the entrustee to open a Dedicated Account of Entrusted Funds
and a Dedicated Account of Entrusted Investment Assets in the name of the Enterprise
Annuity Funds at the entrustee’s business institution.

	 
	 	7.3.3	 	Party B shall authorize the entrustee to evaluate the Entrusted Funds, and promptly
accept the transaction, financial and evaluation data submitted by the entrustee.






 


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	 	7.3.4	 	Please refer to the Entrustment Agreement of Enterprise Annuity Fund of China Life
Insurance (Group) Company for detailed duties of entrustment.






7.4    Duties of investment management





	 	7.4.1	 	Party B shall entrust a professional firm with the qualification to act as an
investment manager of enterprise annuity funds to manage the enterprise annuity funds
investment, and execute in writing the Investment Management Agreement of Enterprise
Annuity Fund of China Life Insurance (Group) Company.

	 
	 	7.4.2	 	Party B shall take risk control as the most significant investment principle during
its investment management, and shall establish corresponding investment policies and
strategic assets portfolio measures.

	 
	 	7.4.3	 	Party B shall arrange other investment management activities in accordance with the
Interim Administrative Measures for Enterprise Annuity Funds. See the Investment
Management Agreement of Enterprise Annuity Fund of China Life Insurance (Group) Company
for detailed information relating to investment management.






7.5    Accounting and auditing





	 	7.5.1	 	Accounting and auditing methods







	 	7.5.1.1	 	A fiscal year for the Plan is starting from January 1 and ending on December 31 of
each year.

	 
	 	7.5.1.2	 	The currency used in book-keeping is RMB, and the accounting unit is Yuan.

	 
	 	7.5.1.3	 	The accounting of the Entrusted Investment Assets shall be implemented in accordance
with the No. 10 Accounting Principles of the Enterprise Annuity Funds and the Accounting
Guidelines for Securities Investment Funds issued by the Ministry of Finance.

	 
	 	7.5.1.4	 	The Trustee shall open an independent account for investment assets and such
investment assets shall be subject to a separate accounting system.







	 	7.5.2	 	Annual auditing and auditing upon the termination of entrustment: Party B shall
retain an accounting firm with relevant practice qualifications to conduct annual audit of
the assets under the Plan and audit such assets upon the termination of entrustment.





 


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ARTICLE 8    ENTERPRISE ANNUITY PROGRAM




8.1   Party B’s management of Party A’s enterprise annuity funds shall be conducted in accordance
with the China Life Enterprise Annuity Program (RSTH (2008) No. 510) approved by the Ministry of
Human Resources and Social Security and relevant provisions hereunder. If there is any
inconsistency between the Program and the Agreement, provisions under the Program shall prevail.



8.2   Party A shall fulfil its obligation to file its enterprise annuity program as required by laws,
regulations and regulatory departments. Party B and other manager may assist Party A in filing
such enterprise annuity program.



8.3   Party A may revise the Program on an as-needed basis or as required by provisions of applicable
regulations. In the event that it is necessary to make revisions to contents of the entrusted
management or account management, Party A shall consult with Party B in advance and reach an
agreement. In the event it is only necessary to revise the participants of the Program, interest
ownership provisions, fund raising manners, contribution, distribution calculation, allocation and
the payment manner with respect to the Program, Party A shall notify Party B in writing 60 working
days in advance and Party B shall act accordingly. In case the revised program is required to be
filed, Party A shall file promptly with competent department of Human Resources and Social Security
and notify Party B in writing within 5 working days upon the receipt of approval. Upon the receipt
of such written notice and the new program, Party B shall promptly notify relevant manger to manage
the enterprise annuity funds in accordance with such new program.



ARTICLE 9    ACCOUNT MANAGEMENT OF THE ENTERPRISE ANNUITY FUNDS




9.1   Opening of the enterprise annuity funds account




	 	9.1.1	 	The enterprise annuity funds accounts that Party B opens for Party A include the
enterprise account and the individual account.







	 	9.1.1.1	 	The enterprise account is used to collect interests of the enterprise contributions
whose ownership are not determined, the over-contribution of the enterprise and the
management of any difference after the investment yield is distributed.

	 
	 	9.1.1.2	 	There will be an enterprise contribution account and individual contribution account
under the individual account. Contributions made by the enterprise go to the enterprise
contribution account, and contributions made by individuals go to the individual
contribution account. The individual account is used to record basic individual
information, interest information such as contribution, payment, investment yield and
balance derived from contributions by the enterprise and the
individual, and the ownership information of the interest attributable to
contributions by the enterprise.






 


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9.2    Account management of the enterprise annuity funds





	 	9.2.1	 	The enterprise account and the individual account that Party B opens for Party A
shall be independent of each other, and expressly record contributions by Party A and its
employees, information relating to investment yield, withdrawal and distribution payment,
etc.

	 
	 	9.2.2	 	Party B shall calculate contributions receivable based on relevant documents
provided or confirmed by Party A and notify Party A the same. After Party A and the
entrustee verify the consistency between contributions actually paid and contributions
receivable, Party B shall credit respectively the actual contributions to Party A’s
enterprise account and employee individual account based on breakdowns of contributions.

	 
	 	9.2.3	 	In accordance with relevant documents provided or confirmed by Party A and the
entrustee, Party B shall distribute the investment yield of the enterprise annuity funds
and write the number of invested companies, net value of the invested companies’ fund,
investment yield, account balance, etc. into Party A’s enterprise account and employee
individual account in accordance with the Operation Procedure Memo of the Enterprise
Annuity Funds of China Life Insurance (Group) Company confirmed by Party A.

	 
	 	9.2.4	 	In accordance with relevant documents provided or confirmed by Party A, Party B
shall calculate the enterprise annuity distributions attributable to the Beneficiary, and
deduct such distributions from the individual account balance after payment of such
distribution by the entrustee.

	 
	 	9.2.5	 	In accordance with applicable laws, regulations and provisions of the Plan, Party B
shall establish separate management business information recording system of enterprise
annuity funds, and set rules, record data and perform statistics analysis as necessary for
Party A.

	 
	 	9.2.6	 	With respect to different enterprise annuity plans, Party B shall establish separate
accounts for the purpose of data recording.

	 
	 	9.2.7	 	Party B shall periodically verify accounting items with the entrustee to ensure an
accurate data recording of Party A’s enterprise account and employee individual account.






 


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ARTICLE 10    COLLECTION MANAGEMENT OF ENTERPRISE ANNUITY FUNDS




10.1    Ownership of the interests of enterprise annuity





	 	10.1.1	 	Contributions made by employees to individual accounts and the investment yield thereof
shall all be attributable to the Beneficiary.

	 
	 	10.1.2	 	Ownership of the contributions made by the enterprise and the investment yields thereof
shall be determined in accordance with the Program.






10.2   Interests in the enterprise annuity may be collected if any of the following conditions is
met:




	 	10.2.1	 	the Beneficiary is at the mandatory retiring age and has already went through retirement
procedures;

	 
	 	10.2.2	 	the Beneficiary is incapacitated for work due to a disease (disability) and has gone
through ill-health retirement procedures or has retired early;

	 
	 	10.2.3	 	the Beneficiary is deceased; or

	 
	 	10.2.4	 	the Beneficiary has relocated overseas.






10.3   Interests in the enterprise annuity may be collected as follows:




	 	10.3.1	 	If the Beneficiary meets the conditions on collection under Article 10.2.1 and Article
10.2.2, the Beneficiary may select to collect interests in the enterprise annuity in a
lump-sum payout or in instalments. In case that the Beneficiary meets the conditions on
collection under Article 10.2.3 and Article 10.2.4, it shall collect such interests in a
lump-sum payout.

	 
	 	10.3.2	 	Party B shall pay the corresponding interests in the enterprise annuity to the
Beneficiary in a manner selected by the Beneficiary; in the event that the balance of
enterprise annuity funds account is zero, such account shall be written off, and the
beneficiary in connection to such account shall withdraw from the Plan.






10.4    Application for the collection of interests in the enterprise annuity





	 	10.4.1	 	Party A shall apply to Party B to collect interests in the enterprise annuity and
provide relevant information when the Beneficiary retires, retires early, is deceased or
relocates overseas.






10.5   Transfer and retaining of the enterprise annuity funds


 


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	 	10.5.1	 	Transfer of interests in the enterprise annuity







	 	10.5.1.1	 	In the event that the Beneficiary leaves its original post and joins another
enterprise annuity plan due to the change of work, entrance of a school of a higher
grade, joining the army, unemployment and other reasons provided under national
regulations, and under such circumstances, the Beneficiary is still subject to
management of the original organization, Party A may apply to Party B for a transfer of
the Beneficiary’s interests in the enterprise annuity to another enterprise annuity
plan.







	 	10.5.2	 	Retaining of interests in the enterprise annuity







	 	10.5.2.1	 	In the event that the Beneficiary leaves its original post due to the change of
work, entrance of a school of a higher grade, joining the army, unemployment and other
reasons provided under national regulations, but does not join another enterprise
annuity plan, and under such circumstances, the Beneficiary is still subject to
management of the original organization, the Party A may apply to Party B to open an
account to retain the Beneficiary’s interests in the enterprise annuity.

	 
	 	10.5.2.2	 	In the event that the Beneficiary shifts its post within Party A’s organ to a new
unit that has not established any enterprise annuity plan, Party A may apply to Party B
to open an extended frozen account.

	 
	 	10.5.2.3	 	In the event that circumstances under Article 10.2 occur to the beneficiary of the
extended frozen account and the retained account, the collection of interests in the
enterprise annuity shall be carried out in accordance with provisions under Article 10.3
and 10.4.






ARTICLE 11    FINANCIAL MANAGEMENT OF THE ENTERPRISE ANNUITY FUND




11.1    Management principle





	 	11.1.1	 	Party B shall set up accounting and financial management method for the entrusted
management business of the Enterprise Annuity Funds.

	 
	 	11.1.2	 	The Entrusted Funds shall be managed separately from other entrusted funds, Party B’s
fixed assets, and the entrustee’s other assets, and its financial statement shall be
prepared separately as well.

	 
	 	11.1.3	 	Evaluation of the Entrusted Investment Assets shall be carried out in accordance with
the No. 10 Accounting Principles of Enterprise
Annuity Funds, the Accounting Guidelines for Securities Investment Funds and
other relevant regulations.






 


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	 	11.1.4	 	Party B shall review and confirm the compliance, accuracy and completeness of the
enterprise annuity contributions, investment portfolio, distribution and payment; Party B
shall periodically verify the account management information to ensure an accurate
recording of the Beneficiary’s interests; and shall verify the records of the entrusted
financials of the Enterprise Annuity Funds to ensure the consistency between accounts and
vouchers, between different accounts and between the accounts and relevant facts.






11.2    Remuneration for the management organ of the enterprise annuity funds





	 	11.2.1	 	The entrustment management fee







	 	11.2.1.1	 	Party B shall charge a certain fee for the entrusted management business, which
shall be calculated on a daily basis from the date on which the entrusted funds are
transferred to the Dedicated Account of Entrusted Funds based on the net value of the
Entrusted Funds on the previous day and the agreed entrustment fee per annum. The
entrustment fee rate per annum under the Agreement shall be 0.01%. Where, net value of
the Entrusted Funds equals to the sum of net value of the Entrusted Investment Assets
and net value of the non-entrusted investment assets, daily entrustment management fee
shall be calculated based on the formula below:







	 	 	 	S=E*R*1/days accumulated in the current year

	 
	 	 	 	Where: S shall be the daily entrustment management fee;

	 
	 	 	 	E shall be the net value of the Entrusted Funds on the previous day;

	 
	 	 	 	R shall be the entrustment fee rate per annum under the Agreement.







	 	11.2.1.2	 	The entrustment management fee shall be paid bi-annually every calendar year. The
entrustee shall submit to Party A and Party B the entrustment management fee breakdowns
prior to the 10th working day (in case of public holiday, the next working
day) of February and July in each calendar year. If Party A and Party B agree to such
breakdowns, Party A shall remit the entrustment management fee in full to Party B’s
designated account prior to the 20th working day of February and July in each
calendar year.







	 	11.2.2	 	Entrustment fee






 


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	 	11.2.2.1	 	The collection standard and method of entrustment fee shall be conducted in
accordance with the Entrustment Agreement of Enterprise Annuity Funds of China Life
Insurance (Group) Company.







	 	11.2.3	 	Investment management fee







	 	11.2.3.1	 	The collection standard and collection method of investment management fee shall be
conducted in accordance with the Investment Management Agreement of Enterprise Annuity
Funds of China Life Insurance (Group) Company.







	 	11.2.4	 	Account management fee







	 	11.2.4.1	 	The account management fee charged by Party B shall be calculated from the date on
which the Initial Encrusted Funds are transferred to the Dedicated Account of Entrusted
Funds based on the account numbers of the Plan. The account management fee for each
account per month shall be RMB 3.00. Accounts under the Plan include all the individual
accounts that are being contributed to, retained, extendedly frozen and collected. The
account management fee shall be calculated based on the formula below:







A=G*M




Where, A shall be the monthly account management fee;




G shall be the number of accounts under the Plan as at the end of any month;




M shall be the collection standard of the account management fee under the Agreement.




	 	11.2.4.2	 	Party A shall bear the account management fee for regular accounts. Account
management fee charged by Party B shall be calculated each month and paid bi-annually,
which shall be contributed by Party A separately. Party A shall remit account
management fee to Party B’s designated account prior to the 10th working day
of February and July in each calendar year.

	 
	 	11.2.4.3	 	Account management fee for extended frozen account shall be paid as follows:







	 	11.2.4.3.1	 	In the event that Party A is committed to pay for account management fee for
the Beneficiary of extended frozen account, Party A shall remit such account
management fee to Party B in accordance with the frequency and time specified under
Article 11.2.4.2.




 


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	 	11.2.4.4	 	Account management fee for retained account borne by the Beneficiary of such account
shall be paid as follows:







	 	11.2.4.4.1	 	The Beneficiary shall pay to Party B account management fee in accordance with
provisions under the Program, starting from the date on which the individual account
is changed to a retained account.







	 	11.2.5	 	When Party A transfers its account upon the termination of the Agreement, the
Beneficiary transfers its individual account and the Beneficiary collects during the
collecting period, Party A must settle each item of fees as provided hereunder with Party
B, otherwise, relevant procedures shall not proceed.






11.3    Other fees regarding the management of the enterprise annuity funds





	 	11.3.1	 	To the extent consented to by Party A and Party B and permitted by applicable PRC
regulations, fees incurred in connection with the management of entrusted business shall
be deemed as out-of-pocket expenses payable by the Entrusted Funds, which shall include,
among others:







	 	11.3.1.1	 	Intermediary service fees, such as auditor’s fee, attorney’s fee, etc.;

	 
	 	11.3.1.2	 	Liquidation fee of the Entrusted Funds upon the termination of the entrustment;

	 
	 	11.3.1.3	 	Account opening fee, transaction fee and taxes during the management, utilization,
investment and disposal of the Entrusted Funds.






11.4    Tax of the enterprise annuity funds





	 	11.4.1	 	The establishment and operation of the Plan shall be in accordance with the Interim
Measures for Enterprise Annuity, the Interim Administrative Measures for Enterprise
Annuity Funds and other applicable laws and regulations. To the extent permitted by
national or local tax preferential policies regarding enterprise annuity, Party A shall be
entitled to relevant tax preferential treatments.






ARTICLE 12    SUPERVISION OF THE ENTRUSTMENT




12.1   Party A may periodically or randomly verify account information, accounting matters and
investment management status for purposes of supervision.



12.2   In the event that Party A has any doubt about the investment, it may request a dedicated
external audit, with all fees incurred borne by Party A.


 


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ARTICLE 13    RISK MANAGEMENT




13.1   Disclosure of risks




	 	13.1.1	 	The Entrusted Funds may be exposed to credit risk, morality risk, policy risk, market
risk, liquidity risk and operation risk.







	 	13.1.1.1	 	Credit risk means the risk resulting from the failure to perform their respective
duties under relevant transactions by the Investment Manager, the entrustee, securities
dealers and other parties involved in such transactions.

	 
	 	13.1.1.2	 	Morality risk means the risk to which the Entrusted Funds are exposed due to the bad
faith, dishonesty or ill intentions of the management or any personnel involved in
relevant transactions.

	 
	 	13.1.1.3	 	Policy risk means that the Entrusted Funds may suffer losses due to modification of
national policies.

	 
	 	13.1.1.4	 	Market risk means that the Entrusted Funds may suffer losses due to adverse
fluctuation of market price (interest rate, exchange rate, stock price, etc.).

	 
	 	13.1.1.5	 	Liquidity risk means that the Entrusted Funds may suffer losses or have difficulties
in making payment due to deficiency in realization of investment portfolios.

	 
	 	13.1.1.6	 	Operation risk means the risk resulting from defects in information system or
internal control, including, among others, human error, system malfunction and incorrect
programming.






13.2    Indemnification liabilities





	 	13.2.1	 	Party B shall indemnify any losses incurred by the Entrusted Funds due to Party B’s
breach of the entrustment purpose, management responsibilities or its improper disposal of
the Entrusted Funds.

	 
	 	13.2.2	 	Proceeds from the Entrusted Funds disposed of in a way other than the disposal ways
specified hereunder shall be attributable to the Entrusted Funds, and losses so incurred
shall be indemnified by Party B.

	 
	 	13.2.3	 	If losses incurred by the Enterprise Annuity Funds are due to the failure of the
entrustee and the Investment Manager to perform their respective duties, Party B shall
pursue a claim against the parties concerned and attribute any compensation so claimed to
the Enterprise Annuity Funds.






 


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ARTICLE 14    INFORMATION DISCLOSURE AND REPORT




14.1    Content and timing of the information disclosure





	 	14.1.1	 	Periodical report: Party B shall, within 15 days following the end of each quarter,
submit to Party A a quarterly report regarding management of the Enterprise Annuity Funds;
and shall, within 45 days following the end of each year, submit to Party A an annual
report regarding management of the Enterprise Annuity Funds.

	 
	 	14.1.2	 	Interim report: During Party B’s performance of the Agreement, if its performance is
affected by any material event, it shall, within 5 days upon its awareness of such event,
submit to Party A a report on such event.






14.2    Information disclosure manner





	 	14.2.1	 	Party B shall submit to Party A reports on the management of the Enterprise Annuity
Funds on a regular basis, and Party A shall provide information relating to such reports
at the Beneficiary’s request.

	 
	 	14.2.2	 	Party B shall provide Party A and the Beneficiary access to information through internet
or other channels.






ARTICLE 15    EFFECTIVENESS, AMENDMENTS, TERMINATION AND LIQUIDATION OF THE AGREEMENT




15.1   The Agreement takes effect upon the affixation of signatures of Party A and Party B’s legal
representatives or authorized signatories and their respective official seals, and terminates upon
the expiration of the entrustment period. The Agreement shall be filed with relevant departments of
Human Resources and Social Security upon execution.



15.2    Entrustment period





	 	15.2.1	 	Entrustment period will be three years commencing on the date the Initial Entrusted
Funds are transferred to the Dedicated Account of Entrusted Funds.

	 
	 	15.2.2	 	Following the expiration of the entrustment period, in the event that either Party does
not agree to renew the Agreement, it shall provide the other Party with a one-month notice
in writing prior to the expiration of the entrustment period.






15.3   Change of the entrustment


 


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	 	15.3.1	 	Following the effectiveness of the Agreement, both Parties shall not make any amendments
to the Agreement without the other Party’s approval. Amendments are only valid when made
in writing by both Parties through consultation.






15.4    Termination of the entrustment





	 	15.4.1	 	The Agreement shall be terminated if any of the following occurs:







	 	15.4.1.1	 	The Agreement is not renewed upon its expiration;

	 
	 	15.4.1.2	 	Party A and Party B both agree to terminate or cancel the Agreement;

	 
	 	15.4.1.3	 	The entrustment under the Agreement is discharged by operation of law;

	 
	 	15.4.1.4	 	Any of the circumstances under Section 16 of the Interim Administrative Measures for
Enterprise Annuity Funds applies to Party B:







	 	15.4.1.4.1	 	Party B breaches the Agreement with the trustor;

	 
	 	15.4.1.4.2	 	Party B pursues benefits for itself or other improper benefits for other
persons by taking advantage of the Enterprise Annuity Funds;

	 
	 	15.4.1.4.3	 	Party B is dissolved, cancelled, declared bankrupt or appointed a receiver as
provided by laws;

	 
	 	15.4.1.4.4	 	Party B is deprived of the qualification to manage the entrusted management
business and account management business of the enterprise annuity funds;

	 
	 	15.4.1.4.5	 	The trustor has reasons to believe the replacement of the Trustee is in the
best interest of the Beneficiary;

	 
	 	15.4.1.4.6	 	Relevant regulatory bodies have sufficient reasons and proofs to believe the
replacement of the Trustee is in the best interest of the Beneficiary;

	 
	 	15.4.1.4.7	 	Other circumstances under national regulations and the Agreement.







	 	15.4.2	 	The Agreement shall only be cancelled or terminated early by a written agreement or
other written documents.






 


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	 	15.4.3	 	In the event that losses are incurred by the Entrusted Funds due to Party A’s early
termination of the Agreement without cause, Party B shall not assume any indemnification
liabilities for such losses.

	 
	 	15.4.4	 	During the entrustment period, unless provided by laws and specified under Article
15.4.1, Party B shall not terminate the Agreement early without Party A’s approval, or,
any losses so incurred by the Entrusted Funds or Party A shall be indemnified by Party B.






15.5    Entrustment liquidation





	 	15.5.1	 	The Entrusted Funds is neither the property of Party A nor Party B. In the event that
Party A or Party B is legally dissolved, cancelled or terminated for being declared
bankrupt, the Entrusted Funds is subject to neither Party A nor Party B’s liquidation or
bankruptcy.

	 
	 	15.5.2	 	Upon termination of the entrustment, Party B shall take care of relevant matters, such
as management, liquidation and account balance confirmation.

	 
	 	15.5.3	 	Within 30 working days following the completion of liquidation, Party B shall prepare
and submit to Party A the Entrusted Funds liquidation report.

	 
	 	15.5.4	 	If Party A and the Beneficiary have any doubts about the liquidation report, they may
request a re-verification of such report. If Party A, Party B or the Beneficiary fail to
reach an agreement on the liquidation report, an external accounting firm may be retained
to audit the Entrusted Funds, with relevant fees incurred borne by the Entrusted Funds.






15.6    Ownership of the Entrusted Funds upon termination of the entrustment





	 	15.6.1	 	Upon termination of the entrustment, the Entrusted Funds hereunder shall belong to all
the beneficiaries under Party A’s Name List of the Beneficiaries. Each beneficiary’s
entitlement to and proportion of the interests in the Entrusted Funds shall be determined
in accordance with the enterprise annuity program executed prior to the termination of the
entrustment.

	 
	 	15.6.2	 	Upon termination of the entrustment, if a new trustee is designated by Party A, Party B
shall assist such new trustee in the taking over of the Entrusted Funds and the entrusted
management business; before the new trustee is designated and commences its performance,
Party B shall continue to fulfil its entrusted duties hereunder, cooperate with and assist
Party A in the completion of relevant issues regarding the termination of the Agreement,
and charge relevant fees in accordance with the charging standard and methods hereunder.






 


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	 	15.6.3	 	Generally, Party B’s duties hereunder shall survive Party A’s bankruptcy. However, in
the event that the Agreement is terminated due to Party A’s bankruptcy, Party B shall
perform its obligations in accordance with applicable national policies, regulations and
the covenants hereunder, and collect relevant fees in accordance with the collection
standard and methods hereunder.






ARTICLE 16    CONFIDENTIALITY




16.1 Confidentiality





	 	16.1.1	 	Without the other Party’s consent, neither Party A nor Party B, nor the Beneficiary
shall use for its own account or disclose to a third party the existence of the
entrustment, trade secrets obtained during the course of entrusted management business and
other non-public information, unless so disclosed for the purpose of meeting the
requirements by laws, regulations or regulatory bodies, and for the fulfilment of
entrusted management obligations. A “third party” includes legal entities, organizations,
individuals or the general public that are affiliated with any Party hereunder.






16.2    Indemnification liabilities





	 	16.2.1	 	In the event that any losses is incurred by the other Party due to either Party’s breach
of the provisions under Article 16.1, the defaulting Party shall indemnify the other Party
for such losses.






16.3   Provisions under Article 16 shall survive the termination of the Agreement.



ARTICLE 17    DOCUMENT RETENTION




Beginning at the effective date of the Agreement, and for at least 15 years following the
termination date of the Agreement, Party A and Party B shall respectively preserve the original
certificates, accounting vouchers, books, transaction records, contracts and material agreements
that are connected to the Agreement.



ARTICLE 18    LEGAL LIABILITIES




18.1   In the event that either Party fails to perform its obligations hereunder, or representations
and warranties made by either Party hereunder are untrue or inaccurate in any material respect,
such Party shall be deemed a defaulting party hereunder, and shall indemnify any and all the losses
incurred by the complying party due to such default.



18.2   Party B shall indemnify any losses incurred by the Enterprise Annuity Funds due to its fault
or its breach of management obligations, provisions under laws and regulations or the terms
hereunder.


 


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18.3   In the event that the entrustment hereunder becomes void because of Party A’s illegal source
of the entrusted capital, any losses and expenses or debts and liabilities arising therefrom shall
be borne by Party A.



ARTICLE 19    EXCUSES




19.1   Party B shall be excused from any liabilities for risks arising out of the exercise of its
rights and performance of the obligations hereunder in accordance with the Agreement and Party A’s
direction.



19.2   Party B shall be excused from any liabilities for risks with respect to the entrusted
management business arising out of Party A and the Beneficiary’s failure to perform their
respective obligations hereunder.



19.3   Within the effective period of the Agreement, in the event that either Party is unable to
perform the Agreement or to continue to perform the Agreement due to a force majeure event, and the
other Party is materially adversely affected due to such inability, both Parties may be excused,
partially or in whole, from relevant liabilities.



19.4   Either Party who fails to perform the Agreement due to a force majeure event shall be excused,
partially or in whole, from relevant liabilities, provided that such liabilities are resulting from
such force majeure event. Either Party affected by a force majeure event shall promptly notify the
other Party to mitigate losses that may be incurred by the Entrusted Funds and the other Party, and
shall provide proof of such force majeure event within a reasonable period. A force majeure event
shall mean an event that neither Party is able to foresee, avoid or overcome, which includes, among
other things, natural disaster, amendments to national laws and regulations, changes of policies,
social and political riot, war, and malfunction in the communication or computer system.



ARTICLE 20    DISPUTE RESOLUTION




20.1   The execution, effectiveness, performance, interpretation, amendment and termination shall be
governed by applicable current PRC laws, regulations and rules.



20.2   Any dispute arising out of the performance of the Agreement shall be settled through
consultation by both Parties in good faith or mediation. If the consultation or mediation fails,
either Party may bring a lawsuit in the people’s court.



20.3   In the event of any dispute, lawsuit or arbitration, except for the matters in dispute, both
Parties shall be entitled to exercise other rights and perform other obligations hereunder.



ARTICLE 21    NOTICE AND DELIVERY




21.1   The registered address provided by Party A and Party B hereunder shall be correspondence
addresses designated by both Parties respectively. During the course of entrusted management
business, any notice shall be made by Party B to the
correspondence addresses of Party A or the Beneficiary by delivery in person, registered or
certified mail or by facsimile.


 


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21.2   Any notice shall be deemed to have been duly given:




	 	21.2.1	 	when delivered in person, on the date shown on the receipt signed by the notified Party;

	 
	 	21.2.2	 	when delivered by registered mail, on the 7th day following the date shown on
the domestic registered mail receipt held by the notifying Party;

	 
	 	21.2.3	 	when delivered by facsimile, on the first working day upon the receipt of confirmation
on a successful transmission.






21.3   Either Party shall notify the other Party in writing within 3 working days in the event that
there is any change in its correspondence address or contact information. If such change occurs
within 1 month before the expiration of the entrustment period, the other Party shall be notified
in writing within 2 working days of such change.



21.4   In the event that either Party fails to notify the other Party promptly any changes to its
correspondence address or contact information, unless otherwise provided by laws, such Party shall
be liable for the consequences and losses resulting from such failure.



ARTICLE 22    MISCELLANEOUS




22.1   Enterprises under Party A shall separately assume rights and obligations hereunder, meanwhile,
Party B shall assume separate liabilities for any party under Party A in respect of the rights and
obligations hereunder, including, with no limitation to, the effectiveness, termination,
cancellation, amendments and defaulting liabilities hereunder.



22.2   Any matter not addressed hereunder may be agreed upon by both Parties by a supplementary
agreement, which shall have the same legal effect as the Agreement.



22.3   The Agreement is made in 7 counterparts, with Party A holding 4 copies, Party B holding 2
copies, and the Human Resources and Social Security department holding 1 copy for record. Each
counterpart shall have the same legal effect.



22.4   Within the term of the Agreement, if there is any inconsistency between the provisions
hereunder and relevant national laws, regulations regarding enterprise annuity, the latter shall
prevail.



22.5   Within the term of the Agreement, if according to relevant national and local laws,
regulations and policies, the Agreement is subject to review and approval, Party B shall proceed
with such review or approval procedures with Party A’s assistance. In the event that Party B is
deprived of its qualification to entrusted management
business due to its failure to obtain such review and approval, Party A shall have the right to
cancel the Agreement and Party B shall be obligated to hand over the relevant materials to the new
trustee at Party A’s request.


 


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22.6   All appendices hereto shall be an integral part of the Agreement and shall have the same legal
effect as the context hereunder. In the event that there is any inconsistency between any appendix
and the context hereunder, the appendix shall prevail.




 


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