<PAGE>

                                                                    Exhibit 10.4

                           Asset Management Agreement


                                     between


                      China Life Insurance Company Limited


                                       and


                           China Life Asset Management
                                Company Limited


<PAGE>

                                Table of Contents

1.   APPOINTMENT...............................................................3

2.   INVESTMENT MANAGEMENT SERVICES............................................3

3.   METHODS OF INVESTMENT MANAGEMENT SERVICES.................................4

4.   CONFLICTS OF INTEREST.....................................................8

5.   INVESTMENT MANAGEMENT SERVICES FEES AND PERFORMANCE BASED BONUSES
     AND REBATES...............................................................9

6.   THIRD PARTY COSTS AND EXPENSES...........................................18

7.   TAXES....................................................................18

8.   REPRESENTATIONS, WARRANTIES AND COMMITMENTS..............................19

9.   TERM.....................................................................21

10.  INDEMNIFICATION..........................................................21

11.  LIABILITIES FOR BREACH OF THE AGREEMENT..................................21

12.  TERMINATION..............................................................22

13.  FORCE MAJEURE............................................................23

14.  CONFIDENTIALITY..........................................................23

15.  ASSIGNMENT...............................................................24

16.  NON-WAIVER...............................................................24

17.  NOTICES..................................................................24

18.  PERFORMANCE..............................................................25

19.  FURTHER ACTIONS..........................................................25

20.  GOVERNING LAW AND DISPUTE RESOLUTION.....................................26

21.  EFFECTIVENESS, COPIES AND MODIFICATIONS..................................26

                                        2

<PAGE>

This Asset Management Agreement ("Agreement") is signed by the following parties
in Beijing, People's Republic of China ("PRC") on November 27, 2003:

..    China Life Insurance Company Limited ("Party A")
     Address: China Life Tower, No. 16 Chao Yang Men Wai Avenue,
              Chaoyang District, Beijing
     Legal Representative: Wang Xian Zhang

..    China Life Asset Management Company Limited ("Party B")
     Address: 9/F Block A, Tongtai Building, No. 33 Financial Street, Xicheng
              District, Beijing
     Legal Representative: Wang Xian Zhang

WHEREAS,

(1)  Party A is a legally established and duly organized insurance company
     limited by shares.

(2)  Party B is a legally established and duly organized company, which is
     qualified to carry out the investment management of insurance funds as
     approved by the China Insurance Regulatory Commission.

(3)  Party A and Party B wish to make appropriate arrangements on matters
     relating to Party A entrusting Party B with the investment management of
     insurance funds.

THEREFORE, based upon the principle of mutual benefit, both parties agree,
through friendly negotiation, on the following terms:

1.   Appointment

     Subject to the terms and conditions provided in this Agreement, Party A
     hereby appoints Party B, and Party B hereby accepts such appointment and
     agrees, to perform investment management services with respect to the
     Entrusted Assets described in Section 2.1.

2.   Investment Management Services

     2.1.   The Entrusted Assets are the insurance funds entrusted by Party A to
            Party B for the purpose of investment management under the
            Agreement, which include such assets entrusted by Party A to Party B
            as of the effective date of this agreement (within thirty (30)
            business days after the date of this Agreement, Party A shall
            provide Party B in writing a checklist of the Entrusted Assets as of
            the date of this Agreement), the funds remitted to the Settlement
            Account (as defined below) by Party A under this Agreement from time
            to time during the term of this Agreement, and the profits arising
            from the investment

                                        3

<PAGE>

            management of such funds, but which exclude the funds remitted by
            Party B to the designated account of Party A upon Party A's
            instructions according to this Agreement.

     2.2.   The Investment Management Services are the professional services to
            be provided by Party B, and in the name of Party A, in accordance
            with the Agreement with respect to the investment of the Entrusted
            Assets, and the Investment Guidelines (as defined below) provided in
            writing, revised from time to time, by Party A, and subject to any
            limitation on the investment scope of insurance funds provided in
            the PRC Insurance Law, other PRC laws and regulations, and relevant
            provisions promulgated by insurance regulatory authorities.

3.   Methods of Investment Management Services

     3.1.   Authorization

            3.1.1.  The Investment Management Services shall not involve the
                    transfer or delivery of the Entrusted Assets. For the
                    duration of the Agreement, Party A shall retain the
                    ownership of the Entrusted Assets and shall be entitled to
                    investment gains of, and be responsible for the investment
                    losses of, the Entrusted Assets.

            3.1.2.  Party A shall, within 30 business days following the
                    execution of this Agreement or at any other time mutually
                    agreed by the parties, carry out such authorization
                    procedures necessary to enable Party B to conduct investment
                    management for the bank accounts and shareholders' accounts
                    relating to Entrusted Assets (the "Special Accounts"). The
                    Special Accounts shall be used only for the investment
                    management of the Entrusted Assets and shall be segregated
                    from all other accounts in the name of Party A covering all
                    assets other than the Entrusted Assets.

            3.1.3.  Upon Party A's approval or acknowledgement and after
                    carrying out necessary authorization procedures, Party B may
                    employ auditors, actuaries, attorneys and other
                    professionals in the name of Party A or in its own name for
                    the purpose of carrying the objects of this Agreement.

            3.1.4.  Party A shall, within 30 business days following the date of
                    this Agreement or at any other time mutually agreed by the
                    parties, carry out all other necessary authorization
                    procedures to enable Party B to represent Party A and, in
                    the name of Party A, coordinate, negotiate and sign
                    documents with third parties for the purposes of the
                    Agreement.

                                        4

<PAGE>

            3.1.5.  During the term of the Agreement, Party A shall take all
                    actions necessary to assist Party B in performing its
                    obligations under Section 2.2, including but not limited to
                    execution of necessary documents.

     3.2.   Funds Transfer-in

            3.2.1.  Party A shall, within 30 business days following the date of
                    this Agreement or at any other time mutually agreed by the
                    parties, designate an account or open an account for the
                    purpose of transferring funds in Party A's name (such
                    designated account or newly opened account, a "Settlement
                    Account") at a bank mutually agreed upon by Party A and
                    Party B and take necessary steps to grant Part B appropriate
                    authorization to give, from time to time, instructions to
                    the bank where the Settlement Account is opened. Party A
                    shall inform Party B of the account information in writing
                    on the date the account is opened.

            3.2.2.  During the term of this Agreement, Party A may remit funds
                    to the Settlement Account from time to time. Party A shall
                    confirm with Party B in writing any remittance it makes to
                    the account of Party B on the date of such remittance. Such
                    funds shall become part of the Entrusted Assets on the date
                    of remittance unless Party B raises objections within 3
                    business days of the receipt of such confirmation.

            3.2.3.  The Settlement Account shall only be used for purposes of
                    this Agreement and shall be segregated from all other
                    accounts of Party A.

     3.3.   Funds Transfer-out

            3.3.1.  Party A's authorized representatives may give Party B
                    written instructions on fund transfers ("Fund Transfer
                    Instructions") and Party B shall carry out such instructions
                    with no obligation to check if such representatives have
                    appropriate authorization to issue such instructions on
                    behalf of Party A. Such instructions shall state the amount
                    and the date of transfer, but shall not dictate the specific
                    assets to be disposed of. For any transfer of funds in an
                    amount less than 500 million yuan, the Fund Transfer
                    Instructions shall be given one business day before such
                    transfer is made. For any transfer of funds in an amount of
                    more than 500 million yuan but less than 1 billion yuan, the
                    Fund Transfer Instructions shall be given two business days
                    before such transfer is made. For any transfer of funds in
                    an amount of more than 1 billion yuan, the Fund Transfer
                    Instructions shall be given three business days before

                                        5

<PAGE>

                    such transfer is made. If for any special reason the Fund
                    Transfer Instructions cannot be given in accordance with the
                    above requirements, both parities shall agree upon another
                    time in advance. Party B, after receiving such Fund Transfer
                    Instructions, shall remit funds to the designated account of
                    Party A in accordance with the instructions. Party B shall
                    confirm with Party A in writing such remittance on the date
                    such remittance is made to the designated account of Party
                    A. Such funds shall no longer constitute part of the
                    Entrusted Assets once Party B issues the written
                    confirmation that the funds have been transferred into the
                    Transfer-out Account, unless Party A, within 3 business days
                    after receiving such written confirmation, raises an
                    objection.

     3.4.   Scope of Authority

            3.4.1.  Party A shall, before the Agreement is signed, formulate and
                    submit to Party B in writing Investment Guidelines
                    ("Investment Guidelines"), pursuant to Section 8.2.2 of this
                    Agreement.

            3.4.2.  The Investment Guidelines may provide, among other things:

                    3.4.2.1. the principles governing the investment of the
                             Entrusted Assets;

                    3.4.2.2. the liquidity requirements for the Entrusted Assets
                             for a particular period;

                    3.4.2.3. the limitations on investment types and portfolios
                             for a particular period;

                    3.4.2.4. the requirements on asset/liability matching and
                             risk control for a particular period; and

                    3.4.2.5. the asset addition and liquidation plan for a
                             particular period.

            3.4.3.  During the term of this Agreement, Party A may revise the
                    Investment Guidelines for the next investment year before
                    such investment year starts, and submit the revised
                    Investment Guidelines to Party B, pursuant to Section 8.2.2
                    of this Agreement. Where no revision is made to the
                    Investment Guidelines for the next investment year, the
                    Investment Guidelines of the current year shall remain in
                    effect.

                                        6

<PAGE>

            3.4.4.  During the term of this Agreement, Party A may revise the
                    Investment Guidelines from time to time as it deems
                    necessary and shall notify Party B of any revision to the
                    Investment Guidelines in writing.

            3.4.5.  Party A may consult with Party B for its professional
                    opinion in formulating and/or revising the Investment
                    Guidelines in accordance with Section 3.4.1 and Section
                    3.4.3 of the Agreement.

            3.4.6.  Party B's implementation of the investment management of
                    Entrusted Assets shall comply with laws, regulations,
                    provisions and requirements of the applicable insurance
                    regulatory authorities, as well as the Investment Guidelines
                    formulated and/or revised by Party A in accordance with this
                    Agreement. Party B shall owe a fiduciary obligation to Party
                    A. Party shall conduct the investment management of
                    Entrusted Assets with due care and with the same degree of
                    experience, skills, judgment and care as those used for its
                    own funds. Notwithstanding the above provisions, Party B
                    shall have discretion over the decision-making and
                    operations of the Entrusted Assets.

            3.4.7.  During the term of this Agreement, except for giving Fund
                    Transfer Instructions to Party B and formulating and/or
                    revising and delivering the Investment Guidelines to Party B
                    pursuant to the terms of this Agreement. Party A shall not
                    directly engage in the investment management of the
                    Entrusted Assets.

     3.5.   Reports and Monitoring

            3.5.1.  Party B shall, within 90 days following the end of each
                    calendar year, make and submit to Party A an annual report
                    with regard to the Investment Management Services ("Annual
                    Report"). The Annual Report shall include information on
                    profits of the various investments of Entrusted Assets and
                    the average investment rate of return for the Entrusted
                    Assets for that year.

            3.5.2.  Party B shall, within 15 days following the end of each
                    calendar quarter, make and submit to Party A a written
                    report setting forth the investment management results and
                    asset structure for such quarter.

            3.5.3.  Party B shall, according to Party A's requirements, provide
                    to Party A such other statements and information as required
                    by Party A about the Investment Management Services.

                                        7

<PAGE>

            3.5.4.  Party B shall ensure the truthfulness, completeness, and
                    accuracy of the reports, statements and information provided
                    pursuant to the above Sections 3.5.1 and 3.5.3.

            3.5.5.  Party A shall have the right to monitor the investment
                    management of Party B.

     3.6.   Examination of books

            3.6.1.  Party A and Party B shall, within 10 business days following
                    each calendar month, cross-check the statements of the
                    Special Accounts and the Settlement Account.

            3.6.2.  Party B shall maintain complete files of all records,
                    accounting certificates, books, statements and other
                    materials relating to the Investment Management Services for
                    at least 15 years.

4.   Conflicts of Interest

     4.1.   Party A hereby recognizes that, when Party B conducts investment
            management services in regard to Entrusted Assets and, at the same
            time, in regard to its own assets or the assets of any third party,
            conflicts of interest may arise in respect of (but not limited to)
            the distribution of resources, provision of services and
            distribution of investment opportunities.

     4.2.   When Party B determines in its professional judgment that there is
            an existing or possible conflict of interest, Party B shall inform
            Party A of such conflict of interest.

     4.3.   Party B shall have full discretion in taking any such action or
            measure as it deems in its professional judgment to be fair,
            reasonable and necessary to deal with such conflicts of interest.

     4.4.   Party B shall not take any of the following actions:

            4.4.1.  trading the Entrusted Assets with itself, or with the assets
                    entrusted by other parties, without Party A's advance
                    written approval; or

            4.4.2.  using Entrusted Assets to pursue its own interests or the
                    interests of any third party at the expense of Party A's
                    interests.

     4.5.   Party B shall formulate, establish and enhance relevant rules and
            systems (including but not limited to business operation procedures,
            staff conduct codes, accounting and financial systems, internal
            controls and inspection rules), so as to ensure the effective
            implementation of the provisions of Article 4 of the Agreement.
            Party B shall establish

                                        8

<PAGE>

            necessary internal control systems in regard to (but not limited to)
            personnel, finances and accounts so as to ensure the fairness,
            equity and independence of the investment management operations
            associated with the Entrusted Assets and the assets owned by Party B
            or entrusted by other parties. Party B shall, upon Party A's
            request, appoint special account managers for the Entrusted Assets.

     4.6.   Party B's obligations under Section 4.5 shall not affect its full
            discretion under the foregoing Section 4.3 and the actions and
            measures taken in accordance with Section 4.3.

5.   Investment Management Services Fees and Performance-based Bonuses and
     Rebates

     5.1.   Party A shall pay to Party B, and Party B is entitled to receive,
            such investment management service fees and performance bonus fees
            as provided under this Agreement. Party B shall rebate a portion of
            its fees according to its performance, and Party A is entitled to
            receive such rebate, pursuant to the provisions of the Agreement.

     5.2.   The Investment Management Service Fees shall be determined according
            to the following provisions:

            5.2.1.  Each calendar month shall be a Billing Period.

            5.2.2.  The Investment Management Service Fees for each Billing
                    Period shall be the aggregate of the monthly investment
                    management service fees for each category of assets under
                    management, plus additional service fees for investment
                    management services for that particular month, pursuant to
                    Section 5.2.6 of the Agreement.

            5.2.3.  The monthly investment management service fee for each
                    category of the assets under management shall be the average
                    of the net value of such category at the end of the relevant
                    month and the previous month, multiplied by the applicable
                    annual rate for the relevant month, and then divided by
                    twelve.

                    5.2.3.1. The applicable annual rate for each category of the
                             assets under management for a particular month
                             shall be calculated according to the following:

                      (1)  The annual rate applicable to each category of assets
                           under management for the relevant month is:

                                        9

<PAGE>

                         (i)   when the total amount of Entrusted Assets is
                               equal to or below RMB 10 billion at the end of
                               the relevant month:

                         Bank balances and cash .....................         0%
                         Existing term deposits .....................   0.00400%
                         Securities purchased under agreement to
                         resell .....................................   0.01500%
                         Fixed maturity securities, financial
                         instruments issued by the central bank .....   0.11240%
                         Equity investments .........................   0.38500%

                         (ii)  when the total amount of Entrusted Assets is more
                               than RMB 10 billion but less than or equal to RMB
                               30 billion at the end of the relevant month:

                         Bank balances and cash .....................         0%
                         Existing term deposits .....................   0.00400%
                         Securities purchased under agreement to
                         resell .....................................   0.01425%
                         Fixed maturity securities, financial
                         instruments issued by the central bank .....   0.10390%
                         Equity investments .........................   0.35575%

                         (iii) when the total amount of Entrusted Assets is more
                               than RMB 30 billion but less than or equal to RMB
                               50 billion at the end of the relevant month:

                         Bank balances and cash .....................         0%
                         Existing term deposits .....................   0.00400%
                         Securities purchased under agreement to
                         resell .....................................   0.01350%
                         Fixed maturity securities, financial
                         instruments issued by the central bank......   0.09540%
                         Equity investment...........................   0.32650%

                         (iv)  when the total amount of Entrusted Assets is more
                               than RMB 50 billion but less than or equal to RMB
                               100 billion at the end of the relevant month:

                                       10

<PAGE>

                         Bank balances and cash .....................         0%
                         Existing term deposits .....................   0.00400%
                         Securities purchased under agreement to
                         resell .....................................   0.01275%
                         Fixed maturity securities, financial
                         instruments issued by the central bank .....   0.08690%
                         Equity investments .........................   0.29725%

                         (v)   when the total amount of Entrusted Assets is more
                               than RMB 100 billion at the end of the relevant
                               month:

                         Bank balances and cash .....................         0%
                         Existing term deposits .....................   0.00400%
                         Securities purchased under agreement to
                         resell .....................................   0.01200%
                         Fixed maturity securities, financial
                         instruments issued by the central bank .....   0.07840%
                         Equity investments .........................   0.26800%

                      (2)  The total amount of Entrusted Assets at the end of
                           the relevant month shall be the aggregate of the net
                           value of each category of the assets under management
                           at the end of the relevant month.

                      (3)  During the term of this Agreement, within one month
                           following the end of each year, Party A and Party B
                           may, in accordance with the principle of fair market
                           dealings, negotiate to modify, and confirm in
                           writing, the monthly applicable annual rate of each
                           category of assets under management for each Billing
                           Period of that year. If no such agreement is reached,
                           the monthly applicable annual rate of each category
                           of assets under management for the last Billing
                           Period of the preceding year shall remain in force.

                  5.2.3.2.   The net value of each category of assets under
                             management at the end of the relevant month shall
                             be calculated according to the following methods:

                      (1)  For any bond listed on the stock exchange, the
                           closing price (full price) on the stock exchange on
                           the last trading day of the relevant month or, if
                           there

                                       11

<PAGE>

                           is no trading during such month, the closing price
                           (full price) on the nearest trading day of such
                           month, multiplied by the amount of the security;

                      (2)  For any bond traded on the inter-bank bonds market,
                           the fair price of such security on the last trading
                           day of the relevant month multiplied by the amount of
                           such security. The aforementioned fair price shall be
                           determined in accordance with the following method:

                         (i)   if there is a transaction price for such security
                               during the relevant month, the fair price shall
                               be the weighted average price of such security as
                               announced by the inter-bank bonds market on the
                               last trading day of the relevant month;

                         (ii)  if there is no trade for such security during the
                               relevant month, the fair price shall be the
                               average price of the offering prices from the
                               two-side bid for such security on the last
                               trading day of the relevant month;

                         (iii) if there is neither a weighted average price nor
                               offering prices for such security during the
                               relevant month, the fair price shall be the
                               corresponding price of such security as quoted in
                               the yield curve of the "alpha" system as of the
                               end of such month;

                      (3)  For any closed-end fund listed on a stock exchange,
                           the closing price on the stock exchange on the last
                           trading day of the relevant month or, if there is no
                           trading during such month, the closing price on the
                           latest trading day preceding such month, multiplied
                           by the number of units of such closed-end fund;

                      (4)  For any open-end fund, the net value of such fund as
                           publicized on the last day of repurchasing in the
                           relevant month multiplied by the number of units of
                           such fund.

                      (5)  For any bank deposits, the principal of the deposit
                           plus the interest payable as of the last day of the
                           relevant month;

                                       12

<PAGE>

                      (6)  For any security purchased under agreement to resell,
                           the principal plus the interest payable as of the
                           last day of the relevant month;

                      (7)  For any repurchase arrangement, the amount of total
                           assets minus the sum of the principal and interest
                           payable as of the last day of the relevant month,
                           with the deduction to be performed in the following
                           order: security sold under agreement to repurchase
                           and then current account deposits;

                      (8)  For any unlisted bond or unlisted security investment
                           fund, the cost of such security plus dividends or
                           interest payable as of the last day of the relevant
                           month;

                      (9)  For any interest receivable on bonds or dividends on
                           security investment funds, if the interest or the
                           dividend has not been actually distributed, it shall
                           be included in the net asset value of the relevant
                           bond or security investment fund pursuant to Section
                           5.2.3.2 of the Agreement; and once such bond interest
                           or dividend has been actually distributed, it shall
                           be counted as cash;

                      (10) For any kind of financial instruments issued by the
                           central bank, the calculation method for bonds shall
                           equally apply.

                    5.2.3.3. For any category of investment that is not
                             currently provided under section 5.2.3 of the
                             Agreement but may be permitted by laws, regulations
                             and the insurance regulatory authority and thus may
                             become available from time to time in the future,
                             Party A and Party B shall, through timely
                             negotiations, and in accordance with the principles
                             of fairness and reasonableness, determine the
                             calculation methods for the applicable annual rate
                             and net value. Where conditions for calculation of
                             net asset value on a daily basis become available,
                             the parties shall mutually discuss and agree upon
                             in writing a calculation method.

            5.2.4.  When the effective date of this Agreement is not the first
                    day of the relevant month, the monthly service fee for each
                    category of the assets under management of the first Billing
                    Period after the Agreement comes into effect shall be the
                    net value of the assets under management at the end of the
                    month, multiplied by

                                       13

<PAGE>

                    the annual rate applicable to that month, divided by 12 and
                    then divided by the total number of days of the relevant
                    month and then multiplied by the number of days left in the
                    relevant month after the effective date (including the
                    effective date).

            5.2.5.  When the Agreement is terminated under Article 12, and the
                    date of termination is not the last day of the month, the
                    monthly service fee for each category of assets under
                    management shall be the net value of assets under management
                    at the end of the relevant month, multiplied by the annual
                    rate applicable to the relevant month, divided by 12 and
                    then divided by the total number of days of the relevant
                    month, and then multiplied by the number of days in the
                    relevant month prior to the date of termination (including
                    the effective date).

            5.2.6.  Monthly additional fees for Investment Management Services
                    comprise the service fees for additional term deposits and
                    additional securities purchased in primary markets during
                    the relevant month, in which:

                    5.2.6.1. Service fees for monthly additional term deposits
                             shall be calculated by multiplying the net value of
                             additional term deposits made during the relevant
                             month by the rate set forth in Section 5.2.6.3.

                    5.2.6.2. Service fees for monthly securities purchased in
                             primary markets shall be calculated by multiplying
                             the net total value of securities purchased in
                             primary markets during the relevant month by the
                             rate set forth in Section 5.2.6.3.

                    5.2.6.3. The applicable rate is:

                         (i)   when the total amount of Entrusted Assets is
                               equal to or below RMB 10 billion at the end of
                               the relevant month:

                         Additional term deposits....................   0.01100%
                         Securities purchased in primary markets.....   0.02600%

                         (ii)  when the total amount of Entrusted Assets is more
                               than RMB 10 billion but less than or equal to RMB
                               30 billion at the end of the relevant month:

                         Additional term deposits....................   0.01025%

                                       14

<PAGE>

                         Securities purchased in primary markets.....   0.02350%

                         (iii) when the total amount of Entrusted Assets is more
                               than RMB 30 billion but less than or equal to RMB
                               50 billion at the end of the relevant month:

                         Additional term deposits....................   0.00950%
                         Securities purchased in primary markets.....   0.02100%

                         (iv)  when the total amount of Entrusted Assets is more
                               than RMB 150 billion but less than or equal to
                               RMB 100 billion at the end of the relevant month:

                         Additional term deposits....................   0.00875%
                         Securities purchased in primary markets.....   0.01850%

                         (v)   when the total amount of Entrusted Assets is more
                               than RMB 100 billion at the end of the relevant
                               month:

                         Additional term deposits....................   0.00800%
                         Securities purchased in primary markets.....   0.01600%

     5.3.   Payment of Investment Management Services fees:

            5.3.1.  Party B shall, within 7 business days following the end of
                    each Billing Period, provide Party A with a report on the
                    net asset value and Investment Management Services fees for
                    such Billing Period, together with all relevant bills and
                    particulars.

            5.3.2.  Unless Party A produces, within 10 business days following
                    receipt of the aforementioned report, bills and particulars,
                    sufficient evidence showing that the amount of Investment
                    Management Services Fees for such period are unreasonable,
                    Party B has the right, upon written confirmation by Party A,
                    to transfer from the cash portion of the Entrusted Assets
                    the amount of the Investment Management Service Fees as
                    stated in such report, bills and particulars directly to
                    Party B's account within 15 business days after the end of
                    each billing period. Party B shall deliver a written notice
                    to Party A on the date such transfer is made. On the date
                    such written notice is delivered to Party A from Party B,
                    the funds so transferred shall no longer be a part of the
                    Entrusted Assets.

                                       15

<PAGE>

     5.4.   Performance-based bonus and rebate:

            5.4.1.  During the term of this Agreement, Party A shall not be
                    obligated to pay Party B any performance-based bonus if the
                    average investment rate of return for Entrusted Assets for a
                    particular year, as stated in the Annual Report for that
                    year, does not exceed the ceiling of the floating range of a
                    benchmark agreed upon by both parties in accordance with
                    section 5.4.6 for the purpose of determining any reward or
                    penalties (the "Benchmark"). The ceiling of the floating
                    range of the Benchmark equals to the sum of the Benchmark
                    and 0.10% for any given year.

            5.4.2.  During the term of this Agreement, Party B shall not be
                    obligated to pay any performance-based penalty if the
                    average investment rate of return of Entrusted Assets for a
                    particular year, as stated in the Annual Report for that
                    year, does not fall below the Benchmark by at least 0.10%,
                    being the floor of the Benchmark range.

            5.4.3.  During the term of this Agreement, if the average investment
                    rate of return of Entrusted Assets for a particular year, as
                    stated in the Annual Report for that year, exceeds the cap
                    of the Benchmark range for that same year, Party A shall be
                    obligated to pay Party B an appropriate performance-based
                    bonus, the specific amount of which shall be determined by
                    Party A and Party B through negotiations. Notwithstanding
                    the foregoing provision, Party A and Party B agree that the
                    amount of performance-based bonus shall be capped at 50% of
                    the annual Investment Management Services fees for that
                    particular year, which means that under no circumstances
                    shall the amount of performance-based bonus agreed upon by
                    both parties exceed 50% of the annual Investment Management
                    Services Fees for such year.

            5.4.4.  During the term of this Agreement, if the average investment
                    rate of return of Entrusted Assets for a particular year, as
                    stated in the Annual Report for that year, falls below the
                    floor of the Benchmark range for that same year, Party B
                    shall be obligated to rebate an appropriate amount of its
                    fees paid by Party A, the specific amount of which shall be
                    determined by Party A and Party B through negotiations.
                    Notwithstanding the foregoing provision, Party A and Party B
                    agree that such rebate amount shall be capped at 25% of the
                    annual Investment Management Service Fees, which means that
                    under no circumstance shall the rebated amount agreed upon
                    by both parties exceed 25% of the annual investment
                    management service fees for such year.

                                       16

<PAGE>

            5.4.5.  The annual Investment Management Service fees for the
                    relevant year shall be the aggregate of the Investment
                    Management Services Fees paid by Party A to Party B
                    according to the calculation method set forth in Article 5.2
                    hereof for all of the Billing Periods of such relevant year.

            5.4.6.  During the term of this Agreement, Party A and Party B shall
                    determine, through negotiations, the Benchmark for a
                    particular year within 5 business days after Party B submits
                    to Party A the Annual Report for that year in accordance
                    with Section 3.5.1. In determining the Benchmark, Party A
                    and Party B may refer to the average investment rate of
                    return of Chinese insurance industry for that year, as
                    announced by the insurance regulatory authority of PRC, to
                    the extent it is available.

     5.5.   Payment of performance-based bonus or rebate:

            5.5.1.  During the term of this Agreement, Party A and Party B shall
                    determine and confirm in writing, in addition to the
                    Benchmark for a particular year pursuant to Section 5.4.6,
                    the amount of the performance-based rebate or bonus pursuant
                    to Section 5.4 of the Agreement.

            5.5.2.  Within 10 business days following the date Party A and Party
                    B determine and confirm in writing the amount of the
                    performance-based bonus pursuant to Section 5.5.1, and upon
                    written confirmation by Party A, Party B has the right to
                    transfer from the cash portion of the Entrusted Assets the
                    amount of such performance-based bonus as determined above
                    directly to Party B's account, Party B shall deliver a
                    written notice to Party A on the date such transfer is made.
                    On the date such written notice is delivered to Party A from
                    Party B, the fund so transferred shall no longer be a part
                    of the Entrusted Assets.

            5.5.3.  Party B shall, within 10 business days following the date
                    Party A and Party B determine and confirm in writing the
                    amount of the performance-based rebate pursuant to Section
                    5.5.1, remit the aforementioned rebated amount to an account
                    designated by Party A in writing.

     5.6.   Provided that this Agreement is renewed pursuant to Section 9.2,
            Party A and Party B may, before the renewed term commences, redefine
            the calculation method of the Investment Management Services Fees
            and the stipulations on performance-based bonuses and rebates during
            the renewal term in accordance with the principle of fair market
            dealings, and enter into written agreement pursuant to Section 21.3.
            If no such

                                       17

<PAGE>

            agreement is reached, the Investment Management Services Fees and
            performance-based bonuses and rebates during the renewal term shall
            be calculated based on the calculation method used before the
            renewal.

6.   Third Party Costs and Expenses

     6.1.   Third Party Costs and Expenses shall mean the costs and expenses
            charged by a third party and incurred by Party B in performing the
            Investment Management Services pursuant to the Agreement, and
            approved or verified by Party A, except for the Investment
            Management Services Fees and performance-based bonus to be paid by
            Party A pursuant to Article 5 and the taxes and other expenses under
            section 7. Third Party Costs and Expenses shall include, but not be
            limited to, any expense arising from the engagement by Party B (in
            its own name or in the name of Party A), and approved or verified by
            Party A, of any outside auditors, actuaries, lawyers or other
            professionals for the purpose of the Agreement, and any transaction
            fees or bank expenses incurred in connection with the Agreement.

     6.2.   Third Party Costs and Expenses shall be borne by Party A to the
            extent of the actual amounts incurred. Party B shall under no
            circumstances be obligated to pay Third Party Costs and Expenses
            with its own funds unless it volunteers to do so. Subject to
            different situations, the payments of Third Party Costs and Expenses
            may, in accordance with the written instructions of Party B, be made
            by Party A or withdrawn directly by the third party.

     6.3.   Party A shall not be obligated to bear any costs and expenses
            relating to the Investment Management Services other than those
            stipulated in the Agreement.

7.   Taxes

     7.1.   Business taxes and surcharges, if any, relating to the investment
            yields arising from the entrusted investment assets shall be
            calculated and borne by Party A, while Party B shall provide the
            details of the transactions. Income taxes, if any, relating to
            Entrusted Assets shall be borne by Party A and calculated by it
            alone in accordance with tax laws and regulations. Stamp duties
            relating to investment transactions shall be directly deducted by
            relevant authorities, and accounted for as deductions from
            investment yields.

     7.2.   Party A shall bear all statutory tax obligations arising from its
            status as a tax obligor under relevant tax laws and regulations.
            Party A shall be responsible for any expenses arising from
            performing such duties.

                                       18

<PAGE>

     7.3.   Party B shall give necessary reasonable assistance to Party A in
            performing the duties as provided in Section 7.1 and Section 7.2.

     7.4.   Party B shall bear all statutory tax obligations arising from its
            status as a tax obligor under relevant tax laws and regulations.

8.   Representations, Warranties and Commitments

     8.1.   Each Party to this Agreement makes the following representations,
            warranties and commitments to the other Party:

            8.1.1.  It has full rights and authorization, including but not
                    limited to approvals, consents or licenses from relevant
                    governmental departments, as well as the internal
                    authorizations of the company, to enter into this Agreement;

            8.1.2.  This Agreement shall become binding and enforceable upon it
                    after it comes into effect by the means stipulated in the
                    Agreement; and

            8.1.3.  No terms of the Agreement are in violation of its bylaws or
                    PRC laws and regulations.

     8.2.   Party A makes the following additional representations, warranties
            and commitments to Party B:

            8.2.1.  The Entrusted Assets are legally obtained and can be legally
                    invested according to laws, regulations and relevant
                    requirements of the insurance regulatory authorities and
                    other regulatory authorities;

            8.2.2.  The Investment Guidelines and Fund Transfer Instructions to
                    be submitted to Party B in accordance with the Agreement
                    comply with laws, regulations and provisions and with the
                    requirements of the insurance regulatory authorities and
                    other authorities; and

            8.2.3.  It shall bear any losses in regard to the Entrusted Assets
                    or other funds of Party A arising from the credit risks,
                    including but not limited to liquidation risk, of the
                    relevant banks where it opens any account, including Special
                    Accounts and the Settlement Account.

     8.3.   Party B makes the following additional representations, warranties
            and commitments that during the term of this Agreement, it will not:

            8.3.1.  misappropriate or seize the Entrusted Assets or the
                    investment yields; or

                                       19

<PAGE>

            8.3.2.  conduct investment services in violation of the Investment
                    Guidelines or the scope regarding the use of insurance funds
                    as permitted by laws, regulations and the insurance
                    regulatory authority.

                                       20

<PAGE>

9.   Term

     9.1.   The term of the Agreement shall end on December 31, 2005.

     9.2.   Both parties hereby agree that unless either party gives a written
            notice to the other party of its intent not to renew the Agreement
            at least 90 days prior to the expiration of the current term of the
            Agreement or the renewal term, the Agreement shall be automatically
            renewed for successive three-year terms, provided that such renewal
            does not violate the listing rules where Party B is listed.

10.  Indemnification

     10.1.  Party A shall indemnify and hold harmless Party B, its affiliates,
            their directors, management, employees, agents and representatives
            (collectively "Indemnified Parties") from and against any claims,
            litigation losses, judgment, damages, penalties or expenses
            (collectively "Losses") and /or liabilities arising out of or in
            connection with the performance of any duty by the Indemnified
            Parties hereunder, other than Losses and/or liabilities that are
            caused by the fault of the Indemnified Parties, as determined by a
            final judicial judgment.

     10.2.  Notwithstanding other provisions of the Agreement, the Indemnified
            Parties shall not be responsible for any Losses incurred by Party A
            or any third party as result of the acts or failures to act or any
            errors of judgment in performing their obligations under the
            Agreement, unless the losses are caused by the fault of Party B.

     10.3.  This indemnification clause shall remain in effect regardless of the
            manner in which the Agreement is terminated.

11.  Liabilities for Breach of the Agreement

     11.1.  If Party A fails to pay Party B when it becomes due under the
            Agreement, any Investment Management Services fee, performance-based
            bonus or Third Party Cost and Expense incurred by Party B while
            engaging a third party in Party B's own name in accordance with
            Section 6.1, Party A shall pay to Party B a sum equal to 0.05% of
            such amount due for each day that such amount is outstanding until
            it is paid in full.

     11.2.  Without prejudice to the validity and enforceability of the above
            sections, if the Entrusted Assets are not sufficient to cover the
            Investment Management Services fees, performance-based bonus and
            Third Party Costs and Expenses, Party B is entitled to give Party A
            a notice in writing to terminate this Agreement. This Agreement
            shall be

                                       21

<PAGE>

            terminated on the thirtieth day following the receipt of such
            written notice by Party A, unless otherwise waived by Party B.

     11.3.  Party A's violation of its representations, warranties or
            undertakings, or of any term of the Agreement, unless caused by
            events described in Section 13, shall constitute Party A's breach of
            the Agreement. Party A shall compensate Party B for losses sustained
            by Party B as a result of such breach. Party B is entitled to give
            Party A written notice to terminate this Agreement in the case of
            substantial losses caused by Party A's breach. The Agreement shall
            be terminated on the thirtieth day following the receipt of such
            written notice by Party A, unless otherwise waived by Party B.

     11.4.  Party B's violation of its representations, warranties or
            undertakings, or of any other term of the Agreement, or of the
            written requirements and written instructions made by Party A
            pursuant to the Agreement, shall constitute Party B's breach of the
            Agreement pursuant to Section 10.2 of the Agreement, unless caused
            by events described in Section 13. Party B shall compensate Party A
            for losses sustained by Party A as a result of such breach pursuant
            to Section 10.2 of the Agreement to the extent of the total amount
            of the Investment Management Services fees and performance-based
            bonus collected by Party B under the Agreement as of the day when
            Party B's default is established. Party A is entitled to give Party
            B a written notice to terminate this Agreement in the case of
            substantial losses caused by Party B's breach. The Agreement shall
            be terminated on the thirtieth day following the receipt of such
            written notice by Party B, unless otherwise waived by Party A.

12.  Termination

     The Agreement shall be terminated upon occurrence of any of the following
     events:

                                       22

<PAGE>

     12.1.  The term of the Agreement expires or a renewal term expires without
            further renewal;

     12.2.  Party B terminates the Agreement according to Section 11.2 or
            Section 11.3, and such termination comes into effect;

     12.3.  Party A terminates the Agreement according to Section 11.4 and such
            termination comes into effect; or

     12.4.  Any party becomes insolvent or becomes subject to bankruptcy,
            liquidation, compulsory dissolution or receivership.

13.  Force Majeure

     13.1.  If either party fails to perform in whole or in part its duties
            under this Agreement due to an event of force majeure, the
            performance of such duties shall be suspended during the period of
            such event of force majeure.

     13.2.  A party that claims that it has been affected by an event of force
            majeure shall notify the other party of such event of force majeure
            in writing in the shortest period possible, and shall provide
            appropriate evidence of the existence and period of the event of
            force majeure to the other party within fifteen (15) days after its
            occurrence. A party that claims that the performance of this
            Agreement is objectively impossible and impractical due to such
            event of force majeure shall take any reasonable measures to lessen
            the losses caused by such event of force majeure.

     13.3.  When the event of force majeure occurs, the parties shall consult
            with each other regarding the performance of this Agreement. Once
            the event of force majeure or its effects ceases, both parties shall
            immediately resume the performance of their respective obligations
            herein.

     13.4.  An event of force majeure refers to any circumstances that cannot be
            reasonably controlled, predicted, avoided or overcome, and occurs
            after the execution of this Agreement, which make the performance of
            this Agreement in whole or in part impossible or impracticable as a
            matter of fact, including but not limited to any situation where
            performance is impossible without unreasonable expenditure. Such
            circumstances include but are not limited to floods, fires,
            droughts, typhoons, earthquakes, and other acts of God, traffic
            accidents, strikes, riots, turmoil and wars (declared or not) and
            any act or omission of a governmental authority.

14.  Confidentiality

                                       23

<PAGE>

     In the absence of the advance written consent by the other party, neither
     party may provide or disclose to other companies, enterprises, institutes
     or persons any materials or information relating to the business of the
     other party unless the laws or relevant regulatory authorities otherwise
     provide, or unless such disclosure is necessary to satisfy the legal
     requirements in regard to information disclosure by listed companies.

15.  Assignment

     Unless otherwise provided by the Agreement, without the written consent of
     the other party, a party may assign any of its rights or obligations under
     the Agreement.

16.  Non-waiver

     Unless otherwise provided by law, no failure to exercise and no delay in
     exercising any right, power, or privilege hereunder shall constitute a
     waiver of such right, power or privilege; nor shall any single or partial
     exercise of any right, power, or privilege preclude the exercise of any
     other rights, powers or privileges.

17.  Notices

     All notices relating to the Agreement shall be in writing and shall be
     delivered by overnight courier, fax or mail. Notices delivered by overnight
     courier shall take effect upon delivery. Notices sent by fax shall take
     effect upon successful transmission, provided that a fax confirmation
     report produced by the fax machine showing the successful transmission of
     the notice is provided by the sending party. Notices sent by mail shall
     take effect on the third (3/rd/) day after having been posted (if the last
     day is a Sunday, or statutory holiday, such day shall be the next working
     day).

     The addresses of the parties for the delivery of notices are as follows:

     China Life Insurance               China Life Asset Management
     Company Limited                    Company Limited

     Address: China Life Tower,         Address: 9/F Block A, Tongtai
     No. 16 Chao Yang Men Wai Avenue,   Building,No. 33 Financial Street,
     Chaoyang District, Beijing         Xicheng District,Beijing

     Telephone: 010-8565 9999           Telephone: 010-8808 8866

     Fax: 010-8565 2232                 Fax: 010-8808 7798

                                       24

<PAGE>

18.  Performance

     18.1.  After Party A has listed on the Hong Kong Stock Exchange (the
            "HKSE"), the transactions under this Agreement shall constitute
            connected transactions as described by the Listing Rules. According
            to the Listing Rules, such transactions shall be conducted only
            after obtaining an exemption from the HKSE or upon the approval by
            independent shareholders, or on the condition of conforming with any
            other provisions concerning connected transactions in the Listing
            Rules. Therefore, the performance of this Agreement related to such
            connected transactions shall be subject to the obtaining of the
            approval of the HKSE or conformance with any other stipulations
            concerning connected transactions in the Listing Rules. Both Party A
            and Party B agree to observe the relevant stipulations of the
            Listing Rules.

     18.2.  If the exemption from the HKSE contains additional conditions, this
            Agreement shall be performed in accordance with such additional
            conditions. Both Party A and Party B agree to strictly observe such
            conditions.

19.  Further Actions

     Both parties shall take such further actions and measures as to fully and
     effectively enforce this Agreement, including but not limited to
     determining the implementation plan or detailed measures based on the
     principles provided herein and on the condition of not violating the
     provisions agreed upon herein.

                                       25

<PAGE>

20.  Governing Law and Dispute Resolution

     20.1.  This agreement shall be governed by, and interpreted and construed
            in accordance with the laws of PRC.

     20.2.  Any disputes arising from and related to this Agreement shall be
            settled by both parties through friendly negotiations. If a dispute
            cannot be resolved through friendly negotiations within ninety (90)
            days, either party may submit such dispute to the China
            International Economic and Trade Arbitration Commission for
            arbitration in accordance with arbitration rules then in effect. The
            arbitration award shall be final and binding on both parties.

21.  Effectiveness, Copies and Modifications

     21.1.  This Agreement shall come into effect when it is signed and sealed
            by the authorized representatives of both parties on November 30,
            2003.

     21.2.  This Agreement is executed in four (4) originals, with two for each
            party. Each of these four originals has the same legal effect.

     21.3.  The modification of this Agreement can only be made pursuant to a
            written agreement duly executed by the authorized representatives of
            both parties and upon the approval of both parties after the
            appropriate actions of their legal representatives. If such
            modification constitutes a material and significant change to this
            Agreement, it shall become effective only upon the notification of
            and procurement of approval from the HKSE, subject to the relevant
            provisions of the Listing Rules of the HKSE as in effect from time
            to time and the requirements of HKSE, and/or a general shareholders'
            meeting of Party A, if applicable.

                                       26

<PAGE>

Party A:                               Party B:


China Life Insurance Company Limited   China Life Asset Management Company
                                       Limited


             (Seal)                                      (Seal)


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

                                       27