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                                                                    Exhibit 10.8

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                      China Life Insurance Company Limited


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                           CORPORATE PLACING AGREEMENT

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                            Dated 5th December, 2003


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1.  Definitions and Interpretation. ......................................    2

2.  Investment. ..........................................................    4

3.  Conditions. ..........................................................    5

4.  Closing. .............................................................    5

5.  Restrictions on Disposals by the Investor. ...........................    6

6.  Acknowledgments. .....................................................    6

7.  Representations and Warranties of the Investor. ......................    8

8.  Representations and Warranties of the Company ........................    9

9.  Investor's Covenants. ................................................   10

10. Confidentiality and No Announcement ..................................   11

11. Expenses .............................................................   12

12. Miscellaneous. .......................................................   12

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     THIS CORPORATE PLACING AGREEMENT (this "Agreement") is made as of the 5th
day of December, 2003, by and among:

1.   China Life Insurance Company Limited, a joint stock limited company
     organized and existing under the laws of the People's Republic of China
     whose registered office is at 16 Chaowai Avenue, Chaoyang District, Beijing
     100020, the People's Republic of China and whose place of business in Hong
     Kong is at 18th Floor, C.L.I. Building, 313 Hennessy Road, Wanchai, Hong
     Kong (the "Company");

2.   Mitcham Resources Limited, an international business company organized and
     existing under the laws of the British Virgin Islands whose principal
     office is at Pasea Estate, Road Town, Tortola, British Virgin Islands (the
     "Investor");

3.   China International Capital Corporation Limited whose principal office is
     at 28th Floor, China World Tower 2, No. 1, Jian Guo Men Wai Avenue, Beijing
     100004, the People's Republic of China ("CICC");

4.   Citigroup Global Markets Asia Limited whose principal office is at 20th
     Floor, Three Exchange Square, Central, Hong Kong ("Citigroup");

5.   Credit Suisse First Boston (Hong Kong) Limited whose principal office is at
     45th Floor, Two Exchange Square, Central, Hong Kong ("CSFB"); and

6.   Deutsche Bank AG, Hong Kong Branch, whose principal office is at 55th
     Floor, Cheung Kong Center, 2 Queen's Road Central, Hong Kong ("DB",
     together with CICC, Citigroup and CSFB are hereinafter referred to as the
     "Joint Global Coordinators").

RECITALS

     WHEREAS, the Company is proposing to obtain a listing for its Overseas
Listed Foreign-invested Ordinary Shares with a par value of RMB1.00 each
("Shares") on The Stock Exchange of Hong Kong Limited (the "SEHK"), and for
American Depositary Shares representing Shares ("ADSs") on the New York Stock
Exchange, by way of a global offering (the "Global Offering") of Shares and ADSs
including:

     (i)  a public offering by the Company and China Life Insurance (Group)
Company, a state-owned enterprise organized and existing under the laws of the
People's Republic of China and the controlling shareholder of the Company (the
"Parent"), of Shares for subscription and purchase to members of the public in
Hong Kong (the "Hong Kong Public Offering");

     (ii) an offering of ADSs (which may, at the option of investors, be
delivered in the form of Shares) by the Company and the Parent to investors
outside the United States and Canada and to professional and institutional
investors in Hong Kong (other than to members of the public in Hong Kong) (the
"International Offering"); and

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     (iii) a registered public offering of ADSs by the Company and the Parent in
the United States and a private placement in Canada (which may, at the option of
investors, be delivered in the form of Shares) (the "US Offering").

     WHEREAS, the Investor wishes to make a significant equity investment in the
Company subject to the conditions and according to the terms set out in this
Agreement.

     NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
promises hereinafter set forth the parties hereto agree as follows:

1.   Definitions and Interpretation.

     1.1  In this Agreement:

          "ADSs" has the meaning set forth in the Recitals.

          "Agreement" has the meaning set forth in the Preamble.

          "Business Day" means any day except a Saturday, Sunday or other day on
          which commercial banks in Hong Kong are authorized or permitted by law
          to close.

          "Closing Date" has the meaning set forth in Section 4.

          "Company" has the meaning set forth in the Preamble.

          "Competitor" has the meaning set forth in Section 9.2.

          "Delivery Date" has the meaning set forth in Section 4.

          "evaluation material" has the meaning set forth in Section 6.1(f).

          "Global Offering" has the meaning set forth in the Recitals.

          "Hong Kong Public Offering" has the meaning set forth in the Recitals.

          "International Offering" has the meaning set forth in the Recitals.

          "Investor Shares" has the meaning set forth in Section 2.2 or 2.3, as
          the case may be.

          "Investor Subsidiary" has the meaning set forth in Section 2.1.

          "Investor" has the meaning set forth in the Preamble.

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          "IPO Price" has the meaning set forth in Section 2.2 or 2.3, as the
          case may be.

          "Joint Global Coordinators" has the meaning set forth in the Preamble.

          "Listing Rules" has the meaning set forth in Section 7.1(g).

          "Lockup Period" has the meaning set forth in Section 5.1.

          "NASD" has the meaning set forth in Section 7.1(h).

          "Parent" has the meaning set forth in the Recitals.

          "Relevant Shares" has the meaning set forth in Section 5.3.

          "Securities Act" means the United States Securities Act of 1933, as
          amended.

          "SEHK" has the meaning set forth in the Recitals.

          "Shares" has the meaning set forth in the Recitals.

          "US Offering" has the meaning set forth in the Recitals.

     1.2  In this Agreement:

          (a)  references to "sections" and the "schedules" are to sections of
               and the schedules to this Agreement;

          (b)  headings are for convenience only and shall not affect the
               construction of this Agreement;

          (c)  the schedules form an integral part of this Agreement and any
               reference to this Agreement shall include the schedules; and

          (d)  the term "subsidiary" has the meaning ascribed to it in the
               Companies Ordinance (Chapter 32 of the Laws of Hong Kong); and

          (e)  the term "affiliate" of a company means any entity directly or
               indirectly controlling or controlled by or under the direct or
               indirect common control with such company, "control" for purpose
               of this definition being taken to mean direct or indirect
               ownership of at least 50% of the voting rights of the relevant
               entity.

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2.   Investment.

     2.1  The Investor will acquire the Investor Shares at the IPO Price under
          and as part of the International Offering, through the Joint Global
          Coordinators or their affiliates in their capacity as underwriters of
          the relevant portion of the International Offering provided that the
          Investor's obligation to acquire the Investor Shares hereunder is
          conditional on the maximum offer price set forth in the final
          prospectus for the Hong Kong Public Offering not exceeding HK$3.61.
          The Investor may elect by notice in writing issued to the Joint Global
          Coordinators not later than 2 Business Days prior to the Closing Date
          to acquire the Investor Shares through a direct or indirect
          wholly-owned subsidiary of the Investor that is not a U.S. Person (as
          defined in Rule 902 of Regulation S under the Securities Act) (the
          "Investor Subsidiary") in which case (a) the agreements, undertakings,
          representations and warranties, acknowledgments and confirmations
          given or made by the Investor in this Agreement shall be deemed to be
          given by the Investor for itself and on behalf of the Investor
          Subsidiary and (b) the rights and benefits granted under this
          Agreement to the Investor shall be granted to and shall be exercisable
          by the Investor or the Investor Subsidiary.

     2.2  For the purposes of this Agreement, (a) the "Investor Shares" means
          such number of Shares offered by the Company in the International
          Offering (including Shares issued or sold in the form of ADSs) equal
          to the maximum number of Shares that may be purchased with US$100
          million at the IPO Price, rounded down to the nearest whole number;
          (b) the "IPO Price" means the price per Share at which Shares are
          acquired by investors under the International Offering, expressed in
          Hong Kong dollars, and determined as referred to in Section 6.1(a).
          The exchange rate between Hong Kong dollars and U.S. dollars shall be
          such rate as set forth on the cover page of the final offering
          circular for the International Offering.

     2.3  Notwithstanding the provisions of Section 2.2, the Investor may by
          notice in writing issued to the Joint Global Coordinators not later
          than 3 Business Days prior to the due date for payment referred to in
          Section 4 elect on behalf of itself or the Investor Subsidiary, as the
          case may be, to receive such number of ADSs as represent the
          aforementioned number of Shares (rounded down to the nearest whole
          number of ADSs), in which case "Investor Shares" means the number of
          ADSs so determined and the "IPO Price" means the price per ADS at
          which ADSs are acquired by investors under the International Offering,
          expressed in US dollars, and determined as referred to in Section
          6.1(a).

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     2.4  The number of Investor Shares to be acquired by the Investor under
          this Agreement will not be affected by any re-allocation of Shares
          between the International Offering and the Hong Kong Public Offering
          in the event of over-subscription under the Hong Kong Public Offering.

3.   Conditions.

     The Investor's agreement in Section 2 (and the right of the Investor or the
     Investor Subsidiary to acquire the Investor Shares) is conditional upon the
     underwriting agreements covering each of the Hong Kong Public Offering, the
     International Offering and the US Offering being entered into by and among
     the Company, the Parent and the respective underwriters by not later than
     December 15, 2003 and having become effective and the obligations of such
     underwriters under the respective underwriting agreements having become
     unconditional and not having been terminated (in accordance with their
     respective original terms or as subsequently varied by agreement of the
     relevant parties) by no later than December 18, 2003. The Company and the
     Joint Global Coordinators will take steps to ensure that the Global
     Offering is duly completed but there can be no guarantee of this and no
     liability to the Investor or the Investor Subsidiary will arise if the
     Global Offering is not duly completed for any reason.

4.   Closing.

     Subject to Section 3, settlement of the purchase of the Investor Shares
     will take place contemporaneously with settlement of the International
     Offering which is expected to be on or around December 18, 2003. Payment
     for the Investor Shares shall be made to the Joint Global Coordinators on
     the same day as payment is required from other investors which acquire
     Shares or ADSs, as the case may be, under the International Offering
     through the Joint Global Coordinators or their affiliates in their capacity
     as underwriters of the relevant portion thereof (the "Closing Date").
     Delivery of the Investor Shares to the Investor or the Investor Subsidiary,
     as the case may be, shall be made through Hong Kong Securities Clearing
     Company Limited for the account of the Investor or the Investor Subsidiary,
     as the case may be, or if the Investor has elected to take ADSs pursuant to
     Section 2.3, through the facilities of The Depositary Trust Company for the
     account of the Investor or the Investor Subsidiary, as the case may be, on
     the date notified to the Investor by the Joint Global Coordinators, which
     shall not be later than 31 days after the date of pricing as referred to in
     Section 6.1(a), but otherwise on the same date (the "Delivery Date") and
     basis on which Shares or ADSs, as the case may be, are delivered to other
     investors which acquire Shares or ADSs, as the case may be, through the
     Joint Global Coordinators or their affiliates under the International
     Offering (or in any other manner which the Company, the Joint Global
     Coordinators and the Investor may agree).

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5.   Restrictions on Disposals by the Investor.

     5.1  The Investor agrees that without the prior written consent of the
          Company and the Joint Global Coordinators, it will not, at any time
          during the period of 12 months following the date of commencement of
          dealings in the Shares on the SEHK (the "Lockup Period"), directly or
          indirectly dispose of any of the Relevant Shares. After the expiration
          of the Lockup Period, the Investor shall be free to dispose of any
          Relevant Shares, provided that the Investor shall use all reasonable
          endeavors to ensure that any such disposal does not create a
          disorderly or false market and is otherwise in compliance with the
          Securities Act and the Securities and Futures Ordinance of Hong Kong.

     5.2  Notwithstanding Section 5.1, the Investor may freely transfer all or
          part of the Relevant Shares to a direct or indirect wholly-owned
          subsidiary of the Investor during the Lockup Period, provided that (a)
          such subsidiary shall first give a written undertaking in favor of the
          Company and the Joint Global Coordinators agreeing to be bound by the
          Investor's obligations under this Agreement, including but without
          limitation to the obligations set out in Section 5.1, prior to such
          transfer, and (b) if such subsidiary is about to or will cease to be
          qualified as a direct or indirect wholly-owned subsidiary of the
          Investor, such subsidiary shall (and the Investor shall procure such
          subsidiary shall), before ceasing to be so qualified, ensure that its
          entire interest in any such Relevant Shares is fully and effectively
          transferred to the Investor and/or any direct or indirect wholly-owned
          subsidiary(ies) of the Investor.

     5.3  For the purpose of this Section 5:

          "dispose of" or "disposal" includes selling, mortgaging, creating,
          transferring or otherwise howsoever disposing of any legal or
          beneficial interest (including by the creation of an option) in
          Relevant Shares; and

          "Relevant Shares" mean the Investor Shares and any shares or other
          securities of the Company which are derived from the Investor Shares,
          including any convertibles, equity-linked securities and derivatives
          with underlying assets being the Investor Shares (pursuant to any
          rights issue, capitalization issue, capital reorganization or
          otherwise) whether such other transaction is to be settled by delivery
          of the Relevant Shares in cash or otherwise.

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6.   Acknowledgments.

     6.1  The Investor acknowledges and confirms that:

          (a)  the IPO Price is to be fixed by agreement between the Company,
               the Parent and the Joint Global Coordinators (on behalf of the
               several underwriters) following, and on the basis of, an
               international "roadshow" and "book building" process;

          (b)  this Agreement and the relationship and arrangements between the
               parties contemplated by this Agreement will be required to be
               described in public offering documentation and other marketing
               materials for the Global Offering and each of the Company and the
               Joint Global Coordinators agrees prior to making any such
               disclosure the Company and the Joint Global Coordinators will use
               their reasonable efforts to consult with the Investor with
               respect to such disclosure and, specifically, this Agreement will
               be a material contract required to be filed with regulatory
               authorities and/or made available for public inspection in
               connection with the Global Offering;

          (c)  at or around the time of entering into this Agreement, the
               Company may have entered into, or proposes to enter into,
               agreements with one or more other corporate or strategic
               investors on terms not more favourable than those provided under
               this Agreement (for the avoidance of doubt, excluding any non
               material differences);

          (d)  this Agreement and the term sheet relating thereto do not,
               collectively or separately, constitute an offer of securities for
               sale in the United States;

          (e)  without prejudice to the representations and warranties of the
               Company set forth herein, neither the Company, the Parent, the
               Joint Global Coordinators, nor any of their respective
               affiliates, representatives or advisers have made, or make, any
               representation or warranty as to the accuracy or completeness of
               any information or material concerning the Company and/or the
               Parent (whether prepared by the Company, the Parent, the Joint
               Global Coordinators, or their respective affiliates,
               representatives or advisers or otherwise) furnished to the
               Investor by or on behalf of the Company or the Parent on or
               before the date hereof (collectively "evaluation material" which
               for the avoidance of doubt, excludes the offering documents to be
               issued in relation to the Hong Kong Public Offering, the
               International Offering and the US Offering), and none of the
               Company, the Parent, the Joint Global Coordinators and their
               respective affiliates, representatives or advisers has or will
               have any liability to the Investor or the Investor Subsidiary or
               any of their affiliates, representatives or advisers resulting
               from their use of the evaluation material;

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          (f)  the Investor has not relied, and will not be entitled to rely, on
               any legal opinion or other advice given by legal counsel to the
               Company or the Parent or legal counsel to the Joint Global
               Coordinators and underwriters in connection with the Global
               Offering, and has taken its own independent advice to the extent
               it has considered necessary or appropriate; and

          (g)  subject to Section 2.4, (i) the number of Shares and ADSs
               comprising the Global Offering or any part thereof, and (ii) the
               ratio of Shares and ADSs to be offered by the Company and the
               Parent respectively under the Global Offering or any part
               thereof, will be subject to change or adjustment as may be agreed
               among the Company, the Parent and the Joint Global Coordinators
               or, where applicable, pursuant to the underwriting agreements
               covering each of the Hong Kong Public Offering, the International
               Offering and the US Offering being entered into by and among the
               Company, the Parent and the respective underwriters.

7.   Representations and Warranties of the Investor.

     7.1  The Investor hereby represents and warrants to the Company as follows:

          (a)  the Investor has been duly incorporated as an international
               business company and is validly existing under the laws of the
               British Virgin Islands;

          (b)  the Investor has the right, power and authority to (and has taken
               all actions required, including but not limited to, the obtaining
               of all necessary governmental or regulatory approvals and
               consents from third parties, in order to) execute and deliver
               this Agreement, perform its obligations hereunder, and enter into
               and carry out the transactions contemplated hereby;

          (c)  this Agreement has been duly authorized, executed and delivered
               by the Investor and constitutes a valid, legal and binding
               obligation of the Investor enforceable against the Investor in
               accordance with its terms;

          (d)  the Investor is purchasing the Investor Shares as principal;

          (e)  the Investor is not, and any Investor Subsidiary designated
               pursuant to Section 2.1 will not be, a U.S. Person (as defined in
               Rule 902 of Regulation S under the Securities Act) and the
               Investor or the Investor Subsidiary will acquire the Investor
               Shares in an offshore transaction exempt from registration under
               the Securities Act in reliance on Regulation S under the
               Securities Act;

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          (f)  the Investor has such knowledge and experience in financial and
               business matters that it is capable of evaluating the merits and
               risks of its investment in the Investor Shares, and has received
               all the information it considers necessary or appropriate for
               deciding whether to purchase the Investor Shares;

          (g)  this Agreement does not constitute a "connected transaction" from
               the Investor's perspective under the Rules Governing the Listing
               of Securities on The Stock Exchange of Hong Kong Limited (the
               "Listing Rules"), notwithstanding any relationship between the
               Investor and any other party or parties which may be entering
               into (or have entered into) any other agreement or agreements
               referred to in Section 6.1(c);

          (h)  the Investor does not, directly or indirectly, own more than 5
               percent of the outstanding common stock (or other voting
               securities) of any member of the National Association of
               Securities Dealers, Inc. ("NASD") or a holding company for a NASD
               member, and is not otherwise a "restricted person" for the
               purposes of the Free-Riding and Withholding Interpretation of
               NASD; and

          (i)  its acquisition of and investment in the Investor Shares complies
               with the provisions of paragraph 5 of Appendix 6 (Placing
               Guidelines for Equity Securities) to the Listing Rules.

8.   Representations and Warranties of the Company.

     8.1  The Company represents and warrants to the Investor as follows:

          (a)  the Company has been duly incorporated as a joint stock company
               with limited liability and is validly existing under the laws of
               the People's Republic of China;

          (b)  the Company has the right, power and authority to (and has taken
               all actions required, including but not limited to, the obtaining
               of all necessary governmental or regulatory approvals and
               consents from third parties, in order to) execute and deliver
               this Agreement, perform its obligations hereunder, and enter into
               and carry out the transactions contemplated hereby;

          (c)  this Agreement has been duly authorized, executed and delivered
               by the Company and constitutes a valid, legal and binding
               obligation of the Company enforceable against the Company in
               accordance with its terms;

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          (d)  each of the Investor Shares issued by the Company in accordance
               with the term of this Agreement will have been duly and validly
               authorized and issued and credited as fully paid, and will be
               free from any mortgage, charge, pledge, lien, option,
               restriction, right of first refusal, right of pre-emption, third
               party right or interest, other encumbrance or security interest
               of any kind, including, without limitation, a title transfer or
               retention arrangement having similar effect;

          (e)  each of the Investor Shares will, when acquired by the Investor,
               rank pari passu in all respects to the other Shares or ADSs, as
               the case may be, comprised in the Global Offering and will
               conform in all material respects to the description of the Shares
               or ADSs (as the case may be) contained in the final offering
               circular for the International Offering issued by the Company;
               and

          (f)  the Company is a "foreign issuer" (as defined in Regulation S
               under the Securities Act) and neither the Company, nor the
               Parent, nor any of its affiliates, nor any person acting on its
               or their behalf has engaged in any "directed selling efforts" (as
               defined in Regulation S under the Securities Act) with respect to
               the Investor Shares.

9.   Investor's Covenants.

     9.1  The Investor shall not, without the prior written consent of the
          Company, directly or indirectly, itself or with any person deemed to
          be acting in concert with (as defined in the Hong Kong Codes on
          Takeovers and Mergers and Share Repurchases) the Investor and their
          respective associates (as defined in the Listing Rules) hold more than
          9.9% of the Company's share capital (including at their then current
          conversion ratios securities convertible at the option of the holder
          into the share capital of the Company) provided nothing herein shall
          prohibit the Investor, any person deemed to be acting in concert with
          it and their respective associates from accepting a general offer
          within the ambit of the HK Codes as referred. In the event that, for
          any reason, the Investor's shareholding increases to above 9.9% of the
          Company's share capital (including at their then current conversion
          ratios securities convertible at the option of the holder into the
          share capital of the Company), the Investor shall, within five
          Business Days from the date of such increase, dispose of such number
          of Shares as shall reduce its shareholding to 9.9% or less of the
          Company's share capital (including at their then current conversion
          ratios securities convertible at the option of the holder into the
          share capital of the Company).

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     9.2  Without the prior written consent of the Company, the Investor shall
          not effect (or cause to be effected) any block trade, private sale or
          any other form of placing of all or any of the Relevant Shares which
          shall result in any such Relevant Shares being acquired directly or
          indirectly by a Competitor of the Company, provided that nothing in
          this Section shall prohibit the Investor from disposing of the
          Relevant Shares on the SEHK or the New York Stock Exchange or
          otherwise in the open market or through placing agents to persons not
          selected by the Investor and which are not known by the Investor
          (having made reasonable enquiries) to be a Competitor of the Company.
          For purposes of this Section 9.2, a "Competitor" of the Company is a
          person engaged, directly or through a subsidiary or affiliate, in the
          life, health or accident insurance business in the People's Republic
          of China.

10.  Confidentiality and No Announcement

     10.1 Prior to the official public filing with the United States Securities
          and Exchange Commission of an amendment to the Company's Registration
          Statement for the Global Offering disclosing the investment by the
          Investor hereunder, the parties shall keep confidential the subject
          matter and the terms of this Agreement, except (a) for any disclosure
          or announcement by the Company which may be required under the
          Securities Act or the Listing Rules (but only after prior
          consultation, if practicable, with the Investor with respect to the
          form, content and timing of any such disclosure or announcement); (b)
          for any disclosure or announcement by the Investor which may be
          required by any other stock exchange on which securities issued by the
          Investor or any of its affiliates are listed or traded (but only after
          notification to the Company and the Joint Global Coordinators with
          respect to the timing of any such announcement); (c) as may be
          required by applicable law or regulation (in which case, the relevant
          party making the announcement shall notify and obtain the consent
          (such consent not to be unreasonably withheld or delayed) of the other
          parties hereto to the extent reasonably practicable in the
          circumstances); or (d) as may be agreed by the Company, the Joint
          Global Coordinators and the Investor (such agreement not to be
          unreasonably withheld or delayed).

     10.2 The Investor and its affiliates shall not make, dispatch or issue any
          public announcement or communication which relates to the subject
          matter or the terms of this Agreement or which contains reference(s)
          to the Company or the Global Offering, except (a) for any disclosure
          or announcement by the Investor which may be required by any stock
          exchange on which securities issued by the Investor or any of its
          affiliates are listed or traded (but only after notification to the
          Company and the Joint Global Coordinators with respect to the timing
          of any such announcement) or (b) as may be required by applicable law
          or regulation (in which case, the Investor shall notify the Company
          and the Joint Global Coordinators to the extent practicable in the
          circumstances) or (c) with the prior consent of the Company and the
          Joint Global Coordinators.

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11.  Expenses

     Each of the parties shall bear its own costs (including legal and other
     professional fees) and out-of-pocket expenses in connection with
     preparation, negotiation, execution of this Agreement and the term sheet
     related thereto.

12.  Miscellaneous.

     12.1 Unless otherwise notified by the relevant parties, all notices
          delivered hereunder shall be in writing and may be delivered by hand
          or given by facsimile to the parties at their addresses for notices
          specified in Schedule 1, or at such other address as any party may
          have specified by notice to the other parties pursuant to this Section
          12.1. Any notice delivered by hand shall be deemed to have been
          received when physically received by the person referred to in Section
          12.1. Any notice served by facsimile machine shall be deemed to have
          been served on receipt of confirmation of successful transmission if
          (a) within one hour after the successful transmission of the
          facsimile, oral notice of such facsimile is provided to the addressee
          (whether through voice mail or actual conversation); and (b) such
          transmission is followed within 24 hours by posting a copy of such
          facsimile and confirmation to the addressee by air-mail, postage
          prepaid, or by internationally recognized courier service.

     12.2 This Agreement and the documents referred to herein constitute the
          entire agreement among the parties and no party shall be liable or
          bound to any other party in any manner by any warranties,
          representations, or covenants in respect of the subject matter hereof
          except as specifically set forth herein or therein. The warranties,
          representations and covenants of the Company and of the Investor
          contained in or made pursuant to this Agreement shall survive the
          execution and performance of this Agreement and the closing of the
          Global Offering.

     12.3 This Agreement may not be amended or varied without the prior written
          consent of the parties hereto.

     12.4 Nothing in this Agreement, express or implied, is intended to confer
          upon any party other than the parties hereto or their respective
          successors. The Investor may not assign any of its rights under this
          Agreement except as contemplated by Section 2.1.

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     12.5 This Agreement shall be governed by and construed under the laws of
          Hong Kong Special Administrative Region of the People's Republic of
          China, without giving effect to the principles of conflicts of law
          thereof.

     12.6 Each of the parties hereto agrees that any dispute arising out of or
          relating to this Agreement, including any question regarding its
          existence, validity or termination, shall be referred to and finally
          resolved exclusively by arbitration at the Hong Kong International
          Arbitration Centre in accordance with its Arbitration Rules. Any
          decision or award of the arbitral tribunal shall be final and binding
          upon all parties to the arbitration proceeding. In furtherance of the
          foregoing submission to arbitration, each of the parties hereto
          irrevocably waives any immunity to jurisdiction to which it may be
          entitled or become entitled (including without limitation sovereign
          immunity, immunity to pre-award attachment, post-award attachment or
          otherwise) in any arbitration proceedings and/or enforcement
          proceedings against it arising out of or based on this Agreement or
          the transactions contemplated hereby. The language to be used in the
          arbitration proceedings shall be English.

     12.7 (a)  The Investor appoints Cheung Kong Investment Company Limited of
               7th Floor, Cheung Kong Center, 2 Queen's Road Central, Hong Kong
               as its authorized agent for accepting service of all legal
               process arising out of or in connection with this Agreement and
               service on such agent shall be deemed, for all purposes, to be
               due and effective service on the Investor. If for any reason such
               agent ceases to be the Investor's agent for the service of
               process, the Investor shall forthwith appoint a replacement agent
               for the service of process in Hong Kong acceptable to all other
               parties hereto and deliver to each other party a copy of the
               replacement agent's acceptance of such appointment within 7
               Business Days.

          (b)  CICC appoints China International Capital Corporation (Hong Kong)
               Limited of Suite 2307, 23rd Floor, One International Finance
               Centre, 1 Harbour View Street, Central, Hong Kong as its
               authorized agent for accepting service of all legal process
               arising out of or in connection with this Agreement and service
               on such agent shall be deemed, for all purposes, to be due and
               effective service on CICC. If for any reason such agent ceases to
               be CICC's agent for the service of process, CICC shall forthwith
               appoint a replacement agent for the service of process in Hong
               Kong acceptable to all other parties hereto and deliver to each
               other party a copy of the replacement agent's acceptance of such
               appointment within 7 Business Days.

     12.8 This Agreement may be executed in two or more counterparts, each of
          which shall be deemed an original, but all of which together shall
          constitute one and the same instrument.

                                       13

<PAGE>

     IN WITNESS whereof, each of the parties has caused this Agreement to be
duly executed by its duly authorized signatory as of the date first set forth
above.


CHINA LIFE INSURANCE COMPANY LIMITED


By:   _____________________________
Name:
Title:


MITCHAM RESOURCES LIMITED


By:   _____________________________
Name:
Title:


CHINA INTERNATIONAL CAPITAL CORPORATION LIMITED


By:   _____________________________
Name:
Title:


CITIGROUP GLOBAL MARKETS ASIA LIMITED


By:   _____________________________
Name:
Title:


CREDIT SUISSE FIRST BOSTON (HONG KONG) LIMITED


By:   _____________________________
Name:
Title:


DEUTSCHE BANK AG, HONG KONG BRANCH


By:   _____________________________
Name:
Title:

                                       15

<PAGE>

                                   SCHEDULE 1

                              ADDRESSES FOR NOTICES

If to the Company:

16, Chaowai Avenue
Chaoyang District
Beijing, 100020
People's Republic of China
Facsimile:     (8610) 6617 2189
Telephone:     (8610) 6611 6716
For the attention of Wang Sidong

With a copy to:

Debevoise & Plimpton
2202 Jin Mao Tower
88 Century Boulevard
Shanghai 200121
People's Republic of China
Facsimile:     (8621) 5047-1600
Telephone:     (8621) 5047-1800
For the attention of Li Li

If to Investor:

7th Floor, Cheung Kong Center
2 Queen's Road Central
Hong Kong
Facsimile:     (852) 2128 8001
Telephone:     (852) 2128 8888
For the attention of the Company Secretary

If to the Joint Global Coordinators:

China International Capital Corporation Limited
Suite 2307, 23rd Floor
One International Finance Center
Harbour View Street Central
Hong Kong
Facsimile:     (852) 2872 2100
Telephone:     (852) 2872 2000
For the attention of Susan Li/Zhaohui Huang

                                       17

<PAGE>

Citigroup Global Markets Asia Limited
20th Floor, Three Exchange Square
Central, Hong Kong
Facsimile:     (852) 2501 8225
Telephone:     (852) 2501 2000
For the attention of Equity Capital Markets

Credit Suisse First Boston (Hong Kong) Limited
45/F, Two Exchange Square
8 Connaught Place
Central, Hong Kong
Facsimile:     (852) 2101 7721
Telephone:     (852) 2101 6000
For the attention of Legal & Compliance Department

Deutsche Bank AG, Hong Kong Branch
55/F Cheung Kong Center
2 Queen's Road Central, Hong Kong
Facsimile:     (852) 2203 7202
Telephone:     (852) 2203 8888
For the attention of Equity Capital Markets

With a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
30/F Tower Two, Lippo Centre
89 Queensway, Central, Hong Kong
Facsimile:     (852) 2820 0700
Telephone:     (852) 2820 0727
For the attention of Gregory Miao

                                       18