Policy Management Agreement - China Life Insurance (Group) Co. and China Life Insurance Co. Ltd.
ENGLISH TRANSLATION OF CHINESE LANGUAGE ORIGINAL
Policy Management Agreement
between
China Life Insurance (Group) Company
And
China Life Insurance Company Limited
<PAGE>
Table of Contents
1. AUTHORIZATION.........................................................3
2. BASIC PRINCIPLES......................................................4
3. SCOPE OF AGENCY.......................................................5
4. ACCOUNT AND ACCOUNT MANAGEMENT........................................6
5. DATA AND DOCUMENTATION................................................8
6. INSPECTION AND REPORT.................................................8
7. INSURANCE AGENCY SERVICE FEES AND PAYMENTS THEREOF....................9
8. PAYMENT OF COMMISSIONS...............................................10
9. THIRD PARTY COSTS AND EXPENSES.......................................10
10. TAXATION.............................................................11
11. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS.........................11
12. TERM.................................................................12
13. INDEMNIFICATION......................................................12
14. LIABILITY FOR BREACH.................................................12
15. TERMINATION..........................................................13
16. FORCE MAJEURE........................................................14
17. CONFIDENTIALITY......................................................15
18. ASSIGNMENT...........................................................15
19. NON-WAIVER...........................................................15
20. NOTICES..............................................................15
21. PERFORMANCE OF THIS AGREEMENT........................................16
22. FURTHER ACTIONS......................................................16
23. GOVERNING LAW AND DISPUTES SETTLEMENT................................16
24. EFFECTIVENESS, VERSIONS AND MODIFICATIONS............................17
2
<PAGE>
This Policy Management Agreement (the "Agreement"), is entered into on September
30, 2003 in Beijing, People's Republic of China ("PRC"), by and between the
following two parties:
(1) China Life Insurance (Group) Company ("Party A")
Address: No. 5 Guan Ying Yuan Xi Qu, Xicheng District, Beijing Legal
Representative: Wang Xianzhang
(2) China Life Insurance Company Limited ("Party B")
Address: China Life Tower, No. 16 Chao Yang Men Wai Avenue, Chao Yang
District, Beijing
Legal Representative: Wang Xianzhang
Whereas:
(1) Party A is a wholly state-owned life insurance company duly organized and
existing under the laws of the PRC.
(2) Party B is a joint stock life insurance company, exclusively and legally
initiated and established by Party A, and is duly existing under the laws
of the PRC.
(3) Party A and Party B have entered into a Restructuring Agreement on
September 30, 2003, pursuant to which Party A shall transfer to Party B
certain "Transferred Policies" and Party A shall retain Non-transferred
Policies (the "Old Policies") as defined in such agreement.
(4) According to the Non-Competition Agreement signed by Party A and Party B,
Party A undertakes that it will not, directly or indirectly, engage in,
participate in or operate, within the territory of China (not including
Hong Kong, Macau and Taiwan), any life, health or accident insurance
business that may compete with the business of Party B, and that Party A
will authorize Party B to manage the business under Old Policies on its
behalf (including the modification or renewal of riders in relation
thereto).
(5) Both Parties are willing to make fair and reasonable arrangements for the
management of the insurance business under Old Policies.
Therefore, after friendly negotiations, and on the basis of equality and mutual
benefits, both parties agree as follows:
1. Authorization
According to the terms and conditions of this Agreement, Party A authorizes
Party B as its agent to manage the insurance business under the Old
Polices,
3
<PAGE>
and shall in return pay Party B service fees Party B agrees to and accepts
such authorization.
2. Basic Principles
2.1. Party B shall perform the duties of insurance agent in accordance with
this Agreement, and any rights of policyholders under the Old Policies
and any obligations, benefits, losses or risks of the insurer in
regard to the Old Polices shall be undertaken by Party A. Unless
otherwise agreed by both parties, Party B shall under no circumstances
be liable to pay any benefits or claims, or to make any advances due
in respect of any benefits or claims under the Old Polices.
2.2. Party B shall have a fiduciary duty to Party A, which shall require
Party B to diligently perform its duties as agent so as to comply with
relevant laws, regulations and rules of the insurance regulatory
department. Party B shall have discretion to conduct the authorized
insurance business with the same experience, skills, judgment and
discretion as it applies to its own business.
2.3. Party B shall manage the insurance business in accordance with
relevant laws, regulations and rules of the insurance regulatory
authority, the terms of the Old Policies and the relevant management
system, rules, business standards and regulations set forth in writing
(as modified from time to time) by Party A and acknowledged by Party
B. The service standard for the agency business shall not be lower
than the current service level enjoyed by the holders of the Old
Policies and external supervising standards.
2.4. Party B may employ the same resources of its insurance business (e.g.
personnel, offices, equipment, etc.) to manage the agency business,
but Party B shall separately manage, settle the accounts of (including
daily bookkeeping and monthly settlement), and conduct internal
verification of its own insurance business and the agency business.
2.5. For purposes of this Agreement, Party B may hire, either directly or
on behalf of Party A's, auditors, actuaries, attorneys and other
professional experts, provided that prior approval or consent has been
obtained from Party A, and that the necessary delegation of authority
has been made.
2.6. Party B's own insurance business and the agency business shall use a
unified set of documents and receipts printed by Party B and the seals
of Party B, but in conducting the agency business, Party B shall place
special note at the appropriate place of related documents and
receipts indicating that, "The insurance business under this insurance
policy is being conducted by China Life Insurance Company Limited on
behalf
4
<PAGE>
of China Life Insurance (Group) Company, and the legal
responsibilities under this insurance policy shall be borne by China
Life Insurance (Group) Company."
3. Scope of Agency
3.1. Party A hereby authorizes Party B to manage on its behalf the
following insurance business under Old Policies:
(i) day-to-day insurance administration services: conservation, claim
settlements, payment and premium collections, daily settlements,
account verifications and preparation of business and financial
reports;
(ii) customer services: answering or handling inquiries or complaints
from the policy holders, insureds or beneficiaries of Old
Policies;
(iii) statistics and file management;
(iv) invoice and receipt management;
(v) the reinstatement of Old Policies and the addition or renewal of
riders (for purposes of this section, Party B permits holders of
the Old Policies to purchase Party B's riders supplemental to
such holders' main insurance contracts, and the premium income
thereby generated shall belong to Party A. In addition, the
business thereby required to be underwritten shall be
underwritten in accordance with Party B's underwriting
standards);
(vi) reinsurance; and
(vii) the handling of disputes relating to Old Policies, including
bringing or defending suits on behalf of Party A.
3.2. Party A hereby authorizes Party B to conduct separate account
verifications and financial management in respect of the agency
business in accordance with the accounting and financial management
rules set forth in writing by Party A. Party B shall provide to Party
A periodically, and according to Party A's requirements, accurate and
complete accounting information, including internal business reports
and supervisory reports, necessary to make internal decisions
regarding the management of the business and external disclosures.
3.3. Party B shall set up separate accounting books to account for all
agency business items, including income, expenditures, assets,
liabilities and owners' equity. All branches and offices under Party B
5
<PAGE>
at various levels shall set up independent accounting systems for the
agency business.
3.4. Party A hereby authorizes Party B to maintain on its behalf the
business and finance system applications supporting the Old Policies
in order to keep the such system applications in good condition.
3.5. Party A hereby authorizes Party B to manage Party A's products in
accordance with Party B's reasonable requirements, and Party A shall
provide Party B with relevant actuarial support.
4. Account and Account Management
4.1. Party B shall maintain separate accounts for income and payments in
respect of the agency business. Within 5 business days after this
Agreement becomes effective, Party B shall open, in its own name,
agency business income and payment accounts with a bank approved by
both Parties in accordance with the requirements of this section 4.1.
4.2. The headquarters and provincial branches of Party B shall open agency
business income accounts and expense accounts exclusively for income
and expense settlements in regard to the agency business.
4.3.
(1) The city-level or county-level branches of Party B shall open
agency business income accounts to be used exclusively for the
collection of premium payments in regard to the agency business,
in accordance with the needs of agency business. The premium
funds of such accounts shall be transferred in a timely manner to
the headquarters of Party B in full, and shall then be
transferred from Party B's headquarters into the account
designated by Party A by 4:00 p.m. Beijing time every day.
(2) Unless otherwise provided in this Agreement, Party B shall not
withdraw, dispatch, employ or pledge the premium payments in the
agency business income account without permission, and shall not
open other accounts to collect, deposit, hide, or retain in any
other fashion premium payments collected in connection with the
agency business.
4.4.
(1) The city-level or county-level branches of Party B should open
payment accounts for the agency business in accordance with the
needs of the agency business. Payment accounts shall be
exclusively used for the deposit and payment of the claims and
6
<PAGE>
benefit amounts, commissions, and third party costs and expenses
under the Old Policies.
(2) Within 5 business days before the start of each calendar month,
Party A shall, based on the funding request of Party B, actuarial
forecasts and historical expense data issued by an actuary and
attached to such request, transfer to the payment account for the
agency business at Party B's headquarters the estimated funds in
cash for payment of insurance claims and benefit amounts,
commissions and third party costs and expenses under the Old
Policies. Party B's headquarters shall in a timely manner
transfer funds in full to the payment accounts of Party B's
city-level or county-level branches, and shall allocate and
monitor such accounts.
(3) Party B has the right to withdraw, dispatch and employ the funds
transferred by Party A in accordance with this Agreement to
satisfy payment obligations in regard to claims and benefit
amounts, commissions and third party costs and expenses under the
Old Policies. Unless otherwise provided in this Agreement, Party
A shall not in any fashion interfere with or in any way withdraw,
dispatch, employ or pledge such funds.
(4) If in its reasonable judgment Party B concludes that the funds
transferred by Party A in accordance with this Agreement will
become insufficient to meet the payment needs of the current
month after 10 business days, it shall request from Party A
emergency funding, together with the related actuarial
forecasting report provided by an actuary. Party A shall transfer
the needed supplementary funds for such month to the payment
account of Party B's headquarters within 5 business days after
receiving such request.
7
<PAGE>
4.5. Both Parties shall within 1 month after the end of each calendar
quarter, inquest the accounts in regard to the receipt and payment of
amounts in connection with the agency business for such quarter.
5. Data and Documentation
5.1. Party A owns all data generated in connection with the agency business
under this Agreement (including, but not limited to, business data and
financial data) and all documentation relating to the agency business
under this Agreement (including but not limited to paper documentation
and electronic documentation) (collectively, the "Agency Business Data
and Documentation").
5.2. During the term of this Agreement, Party B has the obligation to
safely maintain and regularly update the Agency Business Data and
Documentation, to keep it confidential, and to manage it with the
degree of diligence as its own business data and documentation.
However, Party B shall manage and store the Agency Business Data and
Documentation and its own business data and documentation separately.
5.3. Party B shall manage the business data and financial data of the
agency business under this Agreement in accordance with the relevant
data management rules formulated by Party A in writing and
acknowledged by Party B, and shall separately process and transmit
such business data and financial data in conformity with business and
finance processing systems acknowledged by both Parties.
5.4. During the term of this Agreement, in accordance with the terms and
conditions of this Agreement, Party A may use, reference and inspect
Agency Business Data and Documentation, and Party B shall provide all
necessary or desirable assistance Party A in respect thereto. In
response to Party A's reasonable request, Party B shall provide Party
A with raw data in connection with the agency business data and copies
of relevant documentation.
5.5. Party B shall return such raw data and documentation to Party A when
this Agreement is terminated.
6. Inspection and Report
6.1. Without affecting or interfering with Party B's normal business
operations, Party A shall have the right to conduct on-site or off
site, and daily or annual inspections in order to determine whether
Party B's conduct of the agency business under this Agreement complies
with the business standards, financial standards, rules and systems
agreed upon by both Parties, and to test the accuracy of the related
accounting
8
<PAGE>
information provided by Party B. Party B shall provide all reasonably
necessary assistance and cooperation. Expenses incurred due to such
inspections shall be borne by Party A.
6.2. Within 90 days after the end of each calendar year, Party B shall
prepare and submit to Party A an annual report concerning its
insurance business agency.
7. Insurance Agency Service Fees and Payments Thereof
7.1. The method of calculating service fees for any period shall be as
follows:
(i). the number of policies in force as of the last day of the period,
multiplied by RMB8.00 (number of policies in force for a group
insurance policy is equal to the number of individuals covered by
such policy (not including individuals under lapsed or expired
policies)); plus
(ii). 2.5% of the actual premiums and deposits collected during such
period.
When this Agreement is renewed pursuant to Section 12.2, both Parties may,
prior to the commencement date of such renewal period, redefine the method
of calculating the service fees for such renewal period in accordance with
the principle of market fair dealings, and enter into a written agreement
pursuant to Section 24.3. Otherwise, the service fees for such renewal
period shall be calculated in accordance with the method of calculation for
the period prior to such renewal period.
9
<PAGE>
7.2. Payment procedure for service fees:
(i). In every year, each period starting from January 1st and ending
on June 30th, and starting from July 1st and ending on December
31st, shall be deemed to be a payment period.
(ii). Within one month after the end of a payment period, Party B
shall consolidate all the information and determine the amount of
service fees for such payment period in accordance with Section
7.1, and submit the related bill with detailed schedules to Party
A.
(iii). Unless Party A provides, within 30 days after receiving such
bills and detailed schedules, adequate evidence that the amount
of such service fee is unreasonable, the service fee specified in
such bill shall be paid into Party B's designated account within
thirty days after Party A receives such bill and detailed
schedules.
8. Payment of Commissions
8.1. Any direct commissions to insurance agents and any corresponding
pension fees incurred in connection with premium collections for the
renewal of Old Policies shall be borne and paid by Party A in
accordance with the payment standards that were specified when such
policies were issued. Except for such aforementioned direct
commissions and pension fees, all other supplementary commission
expenses incurred in connection with such insurance agents (including,
but not limited to, bonuses, social welfare expenses, training
expenses, and allowances) shall be borne by Party B.
8.2. Commissions payable to insurance agents in connection with riders to
Old Policies shall be calculated based on available standards for the
relevant insurance products. Such commissions shall be borne by Party
A, and paid by Party A to Party B. Party A shall notify Party B in
writing of all applicable standards for the commissions of such
riders.
8.3. All of the aforementioned commissions borne by Party A shall be paid
in accordance with the requirements of Section 4.4 of this Agreement.
9. Third Party Costs and Expenses
9.1. Third party costs and expenses mean costs and expenses received by
third parties, and arising in connection with Party B's performance of
its duties and agreed by Party A, excluding service fees payable to
Party B pursuant to Section 7 of this Agreement, commissions set forth
10
<PAGE>
in Section 8 and tax duties and related expenses set forth in Section
10. Such costs and expenses include, but are not limited to, fees for
auditors, actuaries, external lawyers and other external professionals
hired by Party B for its own account or for the account of Party A for
purposes related to this Agreement. Party A shall not refuse or
withhold, without appropriate reason, its approval or consent of such
third party costs and expenses, as long as they are considered by
Party B to be appropriate, necessary or reasonable.
9.2. Third party costs and expenses shall be borne by Party A, and shall be
paid in from the business settlement or payment account for the agency
business. Under no circumstances shall Party B be obligated to pay, or
to pay on behalf of Party A, such costs and expenses using its own
funds.
9.3. Unless otherwise provided in this Agreement, Party A shall not be
liable for any other expenses incurred in connection with the agency
business.
10. Taxation
10.1. Party A shall be responsible for all tax obligations required to be
borne by Party A as tax obligor or withholding obligor pursuant to tax
laws and regulations. Party A shall bear and pay all expenses incurred
in connection with such tax obligations.
10.2. Party B shall provide all necessary assistance to Party A in
performing the duties set forth in Section 10.1, including but not
limited to assistance in the preparation of tax declaration forms, the
preparation and provision of required files and documents, and the
payment or withholding of tax.
10.3. Party B shall be liable for the payment of any taxes that are imposed
on it in accordance with applicable tax laws and regulations.
11. Representations, Warranties and Undertakings
Each Party to this Agreement makes the following representations,
warranties and undertakings to the other Party:
(i). It has obtained adequate power and authority (including but not
limited to the procurement of approvals, consents and permits
from relevant regulatory authorities, and the internal
authorization of the company) to sign this Agreement;
11
<PAGE>
(ii). After this Agreement comes into effect in the manner set forth
herein, it shall be binding on such Party, and will be
enforceable against such Party in accordance with its terms;
(iii). All terms of this Agreement are in compliance with Articles of
Association of such parties, and with the laws and regulations of
China.
12. Term
12.1. This Agreement shall remain in effect until December 31, 2005.
12.2. Subject to the listing rules of the stock exchange(s) where Party B
is listed, this Agreement shall be automatically renewed for
successive one-year terms unless terminated by either Party by
providing the other Party with a written notice indicating its
intention not to renew at least 180 days prior to the expiration of
the then current term.
13. Indemnification
13.1. Any claim, suit, loss, judgment, damages, fines or expenses
(hereinafter collectively referred to as a "Loss") sustained by Party
B, its directors, officers, employees, agents or representatives
(hereinafter collectively referred to as "Indemnified Parties") in the
performance of their duties under this Agreement, shall be fully
indemnified by Party A. Party A shall hold each Indemnified Party
harmless against any such Loss and/or liability, unless it is finally
determined through legal or administrative procedures that such Loss
and/or liability is caused due to the fault of such Indemnified Party.
13.2. Notwithstanding any other provision of this Agreement, Indemnified
Parties shall not be responsible for any loss of Party A or any third
party caused by any action or inaction, or by any erroneous decision,
on the part of an Indemnity Party in discharging its obligations under
this Agreement, unless it is finally determined through legal or
administrative procedures that such loss was incurred due to the fault
of such Indemnified Party.
13.3. This indemnity clause shall survive the termination of this
Agreement, regardless of the manner in which this Agreement is
terminated.
14. Liability for Breach
14.1. If Party A has not paid, or is incapable of paying, Party B the
service fees in accordance with the terms of this Agreement, it shall
pay a penalty of 0.021% of the amount due to Party B for each
day that such amount is overdue, until the service fee is paid in
full. Party A may
12
<PAGE>
deduct amounts payable by Party B from any cash dividends payable by
Party A to Party B.
14.2. Notwithstanding the foregoing provision, if (i) Party A has not paid
or is incapable of paying service fees in full to Party B as
stipulated by this Agreement, and the amount due reaches
RMB100,000,000 or more, or (ii) Party A has not transferred or is
incapable of transferring adequate funds into Party B's account as
provided by this Agreement, as a result of which the claims, benefit
amounts, commissions, and/or third party costs and expenses that are
not timely paid by Party B reach RMB300,000,000 or more, Party B shall
be entitled to send to Party A a written notice of rescission. Unless
waived by Party B, this Agreement shall be rescinded upon the 30th day
after such written notice is delivered to Party A.
14.3. Subject to the restrictions set forth in Section 13.2 of this
Agreement, Party B shall be liable for the direct financial losses of
Party A incurred by Party B's breach of this Agreement in managing the
insurance business agency hereunder, which liability shall be capped
by the amount of service fees collected by Party B in the relevant
calculation period.
15. Termination
15.1.
(a) This Agreement shall be terminated upon the occurrence of any of
the following circumstances:
(i) The obligations under the Old Policies have been discharged;
(ii) With the approval of each of Party B and CIRC, Party A
legally transfers all Old Policies to a third party, and
such third party undertakes to perform the insurer's duties
under the Old Policies, or authorizes any institution other
than Party B to perform the insurer duties thereunder;
(iii) With the approval of each of Party B and CIRC, Party A
authorizes any institution other than Party B to perform the
insurer duties under the Old Policies;
(iv) This Agreement is not renewed after the expiration of the
initial term or a renewal term;
13
<PAGE>
(v) Party B effectively rescinds this Agreement pursuant to
Section 14.2.;
(vi) Party A is unable to make payments, is declared bankrupt,
enters into a liquidation procedure, is ordered to be
dissolved, or is put into receivership.
(b) If Party A has legally transferred part of the Old Polices to a
third party with the approval of each of Party B and CIRC, and
such third party performs the insurer's obligations under such
Old Polices or authorizes a third party other than Party B to
perform the insurer's obligations thereunder, such Old Policies
shall not be subject to this Agreement starting from the date of
transfer.
15.2. If this Agreement is terminated due to the foregoing Section (a)
(ii), (iii), (iv), (v) or (vi), or if the holders of a substantial
number of Old Policies are adversely affected or incur losses due to
the foregoing Section (b), Party A shall assume all related
liabilities.
15.3. If this Agreement is terminated pursuant to Section 15.1 (a) or
certain Old Policies are transferred pursuant to Section 15.1 (b) and
are therefore no longer subject to this Agreement, the obligations and
responsibilities of Party A and Party B under this Agreement that had
already arisen before such termination shall not be terminated or
affected thereby.
16. Force Majeure
16.1. If a Party fails to perform in whole or in part its duties under this
Agreement due to an event of force majeure, this performance shall be
suspended in the affected period of force majeure.
16.2. The Party claiming that it has been affected by an event of force
majeure shall inform the other Party of such event of force majeure in
writing as soon as possible, and shall provide the other Party with
appropriate evidence regarding the existence and ongoing nature of
such event of force majeure within 15 days after the occurrence
thereof. The Party claiming that the performance of its obligations
under this Agreement is objectively impossible and impracticable due
to such event of force majeure shall take all reasonable measures to
lessen the losses caused by such event of force majeure.
16.3. Upon of occurrence of any event of force majeure, both Parties shall
immediately consult with each other in respect of the performance of
their obligations under this Agreement, and shall immediately resume
14
<PAGE>
the performance of their respective obligations hereunder upon the
termination or elimination of such event of force majeuree.
16.4. Force majeure means the objective circumstances, occurring after this
agreement becomes effective that cannot be reasonably controlled,
predicted, avoided or overcome, and which make the performance of the
obligations under this Agreement in whole or in part objectively
impossible or impracticable (including, but not limited to,
circumstances when such obligations cannot be performed even after
spending a reasonable amount of money). Such circumstances include but
are not limited to floods, fires, droughts, wind, earthquakes, and
other acts of God, strikes, riots, turmoil and wars (declared or not)
and the acts or omissions of governmental authorities.
17. Confidentiality
Unless otherwise provided by law or relevant regulatory authorities or in
order to meet the legal disclosure requirements of information on Party B
when it is to be listed or as a listed company, either Party shall provide
or disclose to any company, enterprise, organization or individual the
business-related information or data of the other Party without the prior
written approval of the other Party.
18. Assignment
Neither Party may assign any right or obligation under this Agreement
without the prior written approval of the other Party.
19. Non-Waiver
Unless otherwise provided for by law, any delay or failure on the part of
either Party hereto to exercise any right, power or privilege under his
Agreement shall not operate as a waiver thereof, nor shall any partial
exercise of any right, power or privilege preclude the exercise of any
further right, power or privilege.
20. Notices
Any notice related to this Agreement shall be sent in writing, and shall be
delivered in person or by fax or mail. If delivered in person, such notice
shall be deemed delivered upon submission. If sent by fax, such notice
shall be deemed delivered when the fax machine indicates that the fax has
been transmitted. If delivered by mail, such notice shall be deemed
delivered on the third business day (statutory holidays excluded) following
the day such notice was mailed. Notices shall become effective upon
delivery.
Addresses of the Parties are as following:
15
<PAGE>
China Life Insurance (Group) China Life Insurance Company
Company Limited
Address: No.5 Guan Ying Yuan Xi Address: China Life Tower, No. 16
Qu, Xicheng District, Beijing Chao Yang Men Wai Avenue,
Chaoyang District, Beijing
Telephone: 010-6611 4433 Telephone: 010-8565 9999
Fax: 010-6611 1567 Fax: 010-8565 2232
21. Performance of this Agreement
21.1. After Party B has listed on the Hong Kong Stock Exchange, the
transactions under this Agreement shall constitute a connected
transactions as described in the Hong Kong Stock Exchange Listing
Rules (the "Listing Rules"). According to the Listing Rules, such
transactions may be conducted only after obtaining a waiver from Hong
Kong Stock Exchange or the approval of independent shareholders and/or
in conformity with any other requirements concerning connected
transactions under the Listing Rules. Therefore, the performance of
the obligations set forth in this Agreement shall, to the extent that
they are deemed to be connected transactions, be subject to the
approval of the Stock Exchange HK and/or conditional on conforming to
any other requirements concerning connected transactions under the
Listing Rules. Both Party A and Party B undertake to observe the
relevant requirements of the Listing Rules.
21.2. If the Hong Kong Stock Exchange exemption contains additional
conditions the obligations set forth in this Agreement shall be
performed in accordance with such additional conditions. Both Party A
and Party B undertake to strictly observe such conditions.
22. Further Actions
Both Parties shall take further actions and measures in order to fully and
effectively perform this Agreement, including consultations with each other
to set forth the execution plan or detailed rules of this Agreement in
accordance with the principles set forth in this Agreement, and provided
that such plan or rules shall not violate the terms hereof.
23. Governing Law and Disputes Settlement
23.1. This Agreement shall be governed by, and interpreted and enforced in
accordance with, the laws of China.
23.2. Any disputes arising from or related to this Agreement shall first be
settled by the Parties through friendly consultations. If no
resolution is
16
<PAGE>
reached within 30 days after the dispute occurs, either Party may
submit such dispute to the China International Economic Trade
Arbitration Commission for arbitration in accordance with its
arbitration rules in effect when such dispute is submitted. The
arbitration award shall be final and binding on both Parties.
24. Effectiveness, Versions and Modifications
24.1. This Agreement shall come into effect after the execution hereof by
each Party's authorized representative and the affixing of each
Party's company seal. The effectiveness of this Agreement shall
retroactively commence as of the date when Party B's Business license
was issued by the relevant department for industry and commerce.
24.2. This Agreement is executed in four originals, with two originals to
be kept by each Party. Each original shall have the same legal effect.
24.3. Any amendment to this Agreement shall be made only pursuant to a
written agreement executed by the authorized representatives of each
Party, and shall be approved by each Party after taking appropriate
corporate actions. If such modification constitutes a material and
significant change to this Agreement, it shall become effective upon
the notification of and procurement from approval from the Hong Kong
Stock Exchange and/or a shareholders' meeting of Party B (if
applicable) (subject to the listing rules and requirements of the Hong
Kong Stock Exchange then in effect).
24.4. If amendments to Chinese laws, regulations or relevant rules would
affect the performance of this Agreement, both Parties shall, based
upon the object of this Agreement and the principles of equity and
reasonableness, through friendly negotiations, timely modify the
affected provisions in order to eliminate and lessen, to the extent
possible, the impact caused by such amendments.
17
<PAGE>
Signature page:
Party A: Party B:
China Life Insurance (Group) Company China Life Insurance Company Limited
(Seal) (Seal)
Legal Representative/ Legal Representative/
Authorized Representative (Signature) Authorized Representative (Signature)
18