New China Life Insurance : Articles of Association

• The original version of the Articles of Association of the Company is in Chinese, and the English version of the Articles of Association is the translation from the Chinese original. Should there be any discrepancy between the Chinese and English versions of the Articles of Association, the Chinese version shall prevail.

NEW CHINA LIFE INSURANCE COMPANY LTD.

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 01336)

New China Life Insurance Company Ltd.

Articles of Association

Record of amendments of these Articles

	Formulation of
	Articles of
No.	Association	Resolution Date	Meeting	Approval Document No.
1	Formulation of	14	July 1996	Resolution of the first session	Yinfu [1996]
	articles of			of general meeting	Approval No 255
	association
2	First amendment	30	March 1999	Sixth general meeting	Baojian Fu [1999]
					Approval No 63
3	Second amendment	16	January 2001	Extraordinary general meeting	Baojian Fu [2000]
					Approval No 410
4	Third amendment	26	March 2002	Annual general meeting of	Baojian Bianshen [2002]
				2001	Approval No 55
5	Fourth amendment	21	March 2003	Annual general meeting of	Baojian Bianshen [2003]
				2002	Approval No 51
6	Fifth amendment	21	March 2003	Annual general meeting of	Baojian Fu [2003]
				2002	Approval No 82
7	Sixth amendment	5 November 2003	Xinbaofa Request No 2003	Baojian Bianshen [2003]
				[105]	Approval No 154
8	Seventh amendment	19	November 2004	Second extraordinary general	Baojian Fagai [2004]
				meeting of 2004	Approval No 1408
9	Eighth amendment	19	November 2004	Second extraordinary general	Baojian Fagai [2004]
				meeting of 2004	Approval No 1518
10	Ninth amendment	10	April 2006	First extraordinary general	Baojian Fagai [2006]
				meeting of 2006	Approval No 498
11	Tenth amendment	21	April 2006	Second extraordinary general	Baojian Fagai [2006]
				meeting of 2006	Approval No 738

- 1 -

	Formulation of
	Articles of
No.	Association	Resolution Date	Meeting	Approval Document No.
12	11th amendment	20 June 2006	Fourth extraordinary general	Baojian Fagai [2007]
			meeting of 2006	Approval No 103
13	12th amendment	18 May 2007	Sixth extraordinary general	Baojian Fagai [2007]
			meeting of 2007	Approval No 612
14	13th amendment	3 August 2007	Eighth extraordinary general	Baojian Fagai [2007]
			meeting of 2007	Approval No 1052
15	14th amendment	1 February 2007	First extraordinary general	Baojian Fagai [2007]
			meeting of 2007	Approval No 1574
16	15th amendment	21 September 2007	Ninth extraordinary general	Baojian Fagai [2007]
			meeting of 2007	Approval No 1692
17	16th amendment	15 August 2008	Fifth extraordinary general	Baojian Fagai [2008]
			meeting of 2008	Approval No 1149
18	17th amendment	6 October 2008	Sixth extraordinary general	Baojian Fagai [2008]
			meeting of 2008	Approval No 1434
19	18th amendment	19 November 2009	Seventh extraordinary general	Baojian Fagai [2009]
			meeting of 2009	Approval No 1245
20	19th amendment	14 January 2010	First extraordinary general	Baojian Fagai [2010]
			meeting of 2010	Approval No 114
21	20th amendment	29 June 2010	Annual general meeting of	Baojian Fagai [2010]
			2009	Approval No 1060
22	21st amendment	14 October 2010	Fourth extraordinary general	Baojian Fagai [2011]
			meeting of 2010	Approval No 423
		3 December 2010	Sixth extraordinary general
			meeting of 2010
23	22nd amendment	20 June 2011	Third extraordinary general	Baojian Fagai [2011]
			meeting of 2011	Approval No 1092
24	23rd amendment	31 March 2011	First extraordinary general	Baojian Fagai [2011]
			meeting of 2011	Approval No 1209
		20 June 2011	Third extraordinary general
			meeting of 2011
25	24th amendment	8 November 2011	Forty-second meeting of the	Baojian Fagai [2011]
			fourth session of the board	Approval No 1848
			of directors (amended as
			authorized by the first
			extraordinary general meeting
			of 2011)

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	Formulation of
	Articles of
No.	Association	Resolution Date	Meeting	Approval Document No.
26	25th amendment	31 March 2011	First extraordinary general	Baojian Fagai [2012]
			meeting of 2011	Approval No 407
		20 June 2011	Third extraordinary general
			meeting of 2011
		8 November 2011	Forty-second meeting of the
			fourth session of the board
			of directors (amended as
			authorized by the first
			extraordinary general meeting
			of 2011)
27	26th amendment	1 February 2013	First extraordinary general	Baojian Fagai [2013]
			meeting of 2013	Approval No 161
28	27th amendment	27 June 2016	Annual general meeting of	Baojian Xuke [2016]
			2015	Approval No 846
29	28th amendment	19 December 2017	Second extraordinary general	Yinbaojian Xuke [2018]
			meeting of 2017	Approval No 485
30	29th amendment	19 December 2018	First extraordinary general	Yinbaojian Fu [2019]
			meeting of 2018	Approval No 767
		27 June 2019	Annual general meeting of
			2018
31	30th amendment	23 June 2020	Annual general meeting of	Yinbaojian Fu [2020]
			2019	Approval No 577

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	Chapter 1 General Provisions
Article 1	To adapt to the requirements from the development of socialist market
	economy and safeguard the legal rights of New China Life Insurance Company
	Ltd. (hereinafter referred to as the "Company"), shareholders and creditors, as
	well as to manage the structure and behavior of the Company, this Articles of
	Association (hereinafter referred to as the "Articles" or "Articles of
	Association") is formulated in accordance with the Company Law of the
	People's Republic of China (hereinafter referred to as the "Company Law"),
	the Securities Law of the People's Republic of China (hereinafter referred to as
	the "Securities Law"), the Insurance Law of the People's Republic of China
	(hereinafter referred to as the "Insurance Law"), the Constitution of the
	Communist Party of China, the Special Provisions of the State Council on the
	Overseas Offering and Listing of Shares by Joint Stock Limited Companies
	(hereinafter referred to as the "Special Provisions"), the Mandatory Provisions
	for Articles of Association of Companies to be Listed Overseas, the Guidance
	on Insurance Companies' Articles of Association, the Listing Rules of
	Shanghai Stock Exchange, the Rules Governing the Listing of Securities on
	The Stock Exchange of Hong Kong Limited (hereinafter referred to as the
	"Hong Kong Listing Rules") as well as other relevant laws and regulations.
Article 2	The Company is a joint stock limited company established in accordance with
	the Company Law, the Securities Law, the Insurance Law, the Special
	Provisions and other relevant laws and regulations.
	The Company was established by the promoters with the approval of People's
	Bank of China (hereinafter referred to as the "PBOC") through its Reply No.
	[1996] 255 and registered with the State Administration for Industry and
	Commerce of the People's Republic of China. The Company obtained its
	business license for enterprise as a legal person on 28 September 1996, and its
	business license number is 110000009900854.
	The promoters of the Company are China Aidi Group Corporation, China
	National Materials Development & Investment Corporation, Orient Group
	Industrial Co., Ltd., Beijing Huayuan Group Corporation, Baoshan Steel
	(Group) Co., Ltd., Shenhua Group Corporation Limited, New Industry
	Investment Co., Ltd., Heilongjiang Longdi Group Corporation Ltd., Xintaike
	Technology Development Centre, Jinzhou Harbour (Group) Co., Ltd.,
	SINOPEC Daqing Petrochemical Complex, SINOPEC Jinling Petrochemical
	Company, Yizheng Chemical Fiber Co., Ltd., Anhui Grain& Oil Trading Co.,
	Ltd. and Tongling Non-Ferrous Metals Group.

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Article 3	Registered name of the Company: 新華人壽保險股份有限公司
	English name: NEW CHINA LIFE INSURANCE COMPANY LTD.
	English abbreviation: NCI
Article 4	Address: 16 East Hunan Road, Yanqing District, Beijing
	(Zhongguancun Yanqing Park)
	Postal code: 102100
	Telephone number: 010-85210000
	Fax number: 010-85210101
	Website: www.newchinalife.com
Article 5	The Company is a joint stock limited company with perpetual existence.
Article 6	The Company is subject to the jurisdiction and protection of laws, rules and
	regulations of the People's Republic of China, shall comply with laws and
	regulations and implement uniform national policies and guidelines in terms of
	finance and insurance and is monitored and administrated by the China
	Banking and Insurance Regulatory Commission (hereinafter referred to as the
	"CBIRC").
Article 7	The chairman of the board of directors shall be the legal representative of the
	Company.
Article 8	All the capital of the Company shall be divided into shares of equal value.
	Shareholders' liabilities in the Company are proportional to the number of
	shares they subscribed and the Company shall assume the liabilities of the
	Company with all its assets.
Article 9	Since the Articles of Association becomes effective, it shall act as a legally
	binding document for the management of the company's structure and
	behaviors, and the rights and obligations between the company and its
	shareholders and also among the shareholders. The Articles of Association will
	be binding to the Company, its shareholders, directors, supervisors, members
	of party committee (discipline inspection commission), Chief Executive Officer
	("CEO"), President (Chief Operating Officer, "COO") and other senior
	management members. The aforesaid personnel shall all have the right to
	propose claims concerning the affairs of the Company in accordance with these
	Articles.
	Pursuant to these Articles, shareholders may prosecute the Company; the
	Company may prosecute its shareholders; a shareholder may prosecute other
	shareholders; shareholders and the Company may prosecute the directors,
	supervisors, CEO, President (COO) and other senior management members of
	the Company.
	The "prosecute" referred to in the preceding paragraph includes the instituting
	of legal proceedings with courts or the filing for arbitration to arbitral
	institutions.

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Article 10	The senior management members referred to in the Articles of Association
	shall mean the Company's CEO, President (COO), Vice Presidents, assistant to
	the President, secretary of the board of directors, Chief Financial Officer
	("CFO"), Chief Risk Officer, Chief Actuary, Compliance Officer, Auditing
	Officer and other senior managers appointed by the board of directors and in
	accordance with the regulations of the CBIRC.
Article 11	The Company may invest in other limited liability companies or joint stock
	limited companies. The Company's liabilities to an investee company shall be
	limited to the amount of its capital contribution to such investee company.
Article 12	In accordance with the provisions of the Constitution of the Communist Party
	of China, the Company shall establish an organization of the Communist Party
	of China (hereinafter referred to as the "Party"). The Party Committee shall
	play a leading role in the Company, supervising its direction of development,
	overlooking the whole picture and facilitating implementation. The working
	organ of the Party shall be established to carry out party activities.
	The Company shall provide necessary conditions for the party organization to
	implement its normal activities, including sufficient staff and funds.
Article 13	According to the Constitution of the People's Republic of China and other
	relevant laws, the Company exercises democratic management. The Company
	shall organize the trade union in accordance with the law, carry out trade union
	activities and safeguard the legal rights of employees. The Company shall
	provide necessary conditions for the activities of its trade union.
	Chapter 2 Business Objectives and Scopes
Article 14	The Company's business objectives are to satisfy customers' needs with better
	products and services, to improve its own integrated strength with professional
	talents and detailed management, as well as to lay a solid foundation for its
	long- term development with a higher standard of honesty and a stronger sense
	of responsibility, with a view to create more value for its shareholders,
	customers, staff and the society.

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Article 15	As approved by the company registration authority, the Company's business
	scope includes:
	(1) Life insurance in Renminbi and foreign currencies (including various life
	insurance, health insurance, accident and casualty insurance);
	(2) Acting as an agent for domestic and foreign insurance institutions for
	insurance, verification and claim settlement, etc.;
	(3) Insurance consulting;
	(4) Engaging in capital operations in accordance with relevant regulations;
	and
	(5) Other business as approved by the CBIRC.
	The business scope of the Company shall be subject to approval of the CBIRC
	and the company registration authority.
	Chapter 3 Shares and Registered Capital
Article 16	The Company shall, at all times, have ordinary shares. The Company may,
	upon the approval by the departments in charge of company examination and
	approval as authorized by the State Council, have other classes of shares if
	necessary.
Article 17	The Company shall follow the principles of transparency, fairness and equity
	when issuing shares. Each share in the same class shall have the same rights.
	Shares of the same class issued at the same time shall all be issued with the
	same condition and at the same price with each other. All shares subscribed by
	any entity or individual shall be paid the same price.
	Shareholders of the domestic listed shares and foreign listed shares issued by
	the Company shall have the same rights in any distributions by way of
	dividend or otherwise with shares of the same class.
	No powers shall be taken by the Company to restrict or otherwise impair any
	of the rights attached to any share solely for the reason that the person or
	persons who are interested directly or indirectly therein have failed to disclose
	their interests to the Company.
Article 18	All the shares issued by the Company shall have a par value and each shall
	bear a par value of RMB one yuan.

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Article 19	Upon the approval by the CBIRC and the securities regulatory authorities
	under the State Council, the Company may issue shares to domestic investors
	and overseas investors.
	Overseas investors referred to in the preceding paragraph represent the
	investors from foreign countries or Hong Kong, Macau and Taiwan who have
	subscribed the shares issued by the Company. Domestic investors represent
	those investors in the People's Republic of China other than the aforesaid
	regions who have subscribed the shares issued by the Company.
Article 20	The shares issued by the Company to domestic investors which are subscribed
	in Renminbi shall be referred to as domestic shares.
	The shares issued by the Company to overseas investors, which are subscribed
	in foreign currencies, shall be referred to as foreign shares.
	With the approval of issuance by departments authorized by the State Council
	as well as the approval by domestic stock exchange, the shares listed and
	traded on domestic stock exchange are of the same category, and are
	collectively referred to as domestically-listed domestic shares. With the
	approval of issuance by departments authorized by the State Council as well as
	the approval by overseas securities regulatory authorities, shares listed and
	traded on overseas stock exchange are of the same category, and are
	collectively referred to as overseas-listed foreign shares.
	Foreign currencies referred to in the preceding paragraph represent the legal
	currencies of other countries or regions other than Renminbi that are
	recognized by the competent authorities of the State Administration of
	Foreign Exchange for the payment of share subscription to the Company.
Article 21	With the approval by the departments in charge of company examination and
	approval as authorized by the State Council, the Company is authorized to
	issue up to a total of 3,119,546,600 ordinary shares, of which 500,000,000
	shares or 16.0280% of the total ordinary shares issuable by the Company was
	issued to the promoters upon the Company's establishment. Upon the
	establishment, the Company's registered capital was RMB500,000,000. The
	following table sets out the promoters and their respective shareholdings:

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				Percentage
		Capital	Share	in the
		contribution	subscription	total	Form of
No.	Promoter	(RMB)	(Share)	equity	contribution	Transfer
1	China Aidi Group	RMB50,000,000	50,000,000	10%	Currency	All Transferred
	Corporation		shares
2	China National	RMB50,000,000	50,000,000	10%	Currency	All Transferred
	Materials		shares
	Development &
	Investment
	Corporation
3	Orient Group	RMB50,000,000	50,000,000	10%	Currency	All Transferred
	Industrial Co., Ltd.		shares
4	Beijing Huayuan	RMB50,000,000	50,000,000	10%	Currency	All Transferred
	Group Corporation		shares
5	Baoshan Steel	RMB50,000,000	50,000,000	10%	Currency
	(Group) Co., Ltd.		shares
6	Shenhua Group	RMB50,000,000	50,000,000	10%	Currency	All Transferred
	Corporation		shares
	Limited
7	New Industry	RMB50,000,000	50,000,000	10%	Currency	All Transferred
	Investment Co.,		shares
	Ltd.
8	Heilongjiang Longdi	RMB40,000,000	40,000,000	8%	Currency	All Transferred
	Group Corporation		shares
	Ltd.
9	Xintaike Technology	RMB35,000,000	35,000,000	7%	Currency	All Transferred
	Development		shares
	Centre
10	Jinzhou Harbour	RMB35,000,000	35,000,000	7%	Currency	All Transferred
	(Group) Co., Ltd.		shares
11	SINOPEC Daqing	RMB10,000,000	10,000,000	2%	Currency	All Transferred
	Petrochemical		shares
	Complex
12	SINOPEC Jinling	RMB10,000,000	10,000,000	2%	Currency	All Transferred
	Petrochemical		shares
	Company
13	Yizheng Chemical	RMB10,000,000	10,000,000	2%	Currency	All Transferred
	Fiber Co., Ltd.		shares
14	Anhui Grain& Oil	RMB5,000,000	5,000,000	1%	Currency	All Transferred
	Trading Co., Ltd.		shares
15	Tongling Non-	RMB5,000,000	5,000,000	1%	Currency	All Transferred
	Ferrous Metals		shares
	Group
	Total	RMB500,000,000	500,000,000	100%
			shares

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After the establishment of the Company, 2,100,000,000 ordinary shares have been issued. Prior to the Company's initial public offering and listing of shares, the shareholding of the Company is as below:

		Percentage
	Number of	Ownership of
Name of Shareholder	Shares Held	Shares
Central Huijin Investment Ltd.	1,009,190,000	38.8150%
Baosteel Group Corporation	488,150,000	18.7750%
Zurich Insurance Company Ltd.	390,000,000	15.0000%
Hebei Deren Investment Co., Ltd.	126,987,805	4.8841%
Tianjin Xinshang Investment Management	81,454,878	3.1329%
Limited
Century Golden Resources Investment	78,000,000	3.0000%
Group Co., Ltd.
Fullerton Management Pte Ltd.	78,000,000	3.0000%
CICC Securities (HK) Limited	65,000,000	2.5000%
Nomura Securities Co., Ltd.	65,000,000	2.5000%
Shanghai Zendai Investment Management	46,865,000	1.8025%
Co., Ltd.
Xiamen United Credit Investment Co.,	40,426,829	1.5549%
Ltd.
Standard Chartered Principal Finance	39,000,000	1.5000%
(Cayman) Ltd.
Vats Group Company Limited	31,745,000	1.2210%
Beijing Taiji Huaqing Information System	26,000,000	1.0000%
Co., Ltd.
Shanghai Fosun Industrial Technology	23,780,488	0.9146%
Development Company Limited
International Finance Corporation	10,400,000	0.4000%
Total	2,600,000,000	100%

Article 22	In the course of its initial public offering and listing of shares, the Company
	has issued 519,546,600 ordinary shares, which consist of 361,006,600
	overseas-listed foreign shares, representing 11.5724% of the total ordinary
	shares issuable by the Company, and 158,540,000 domestically-listed domestic
	shares, representing 5.0821% of the total ordinary shares issuable by the
	Company.

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	After its initial public offering and listing of shares, the Company's share capital
	structure is: 3,119,546,600 ordinary shares in total, among which 2,085,439,340 are
	domestically-listed domestic shares, representing 66.85% of the total ordinary shares
	issued by the Company, and 1,034,107,260 overseas-listed foreign shares,
	representing 33.15% of the total ordinary shares issued by the Company.
	Domestic shares issued by the Company are under centralized depositary of the
	Shanghai branch of China Securities Depository and Clearing Corporation
	Limited; whereas the foreign shares issued by the Company are under
	centralized depositary of Computershare Hong Kong Investor Services Limited.
Article 23	The plans of issuing overseas-listed foreign shares and domestic shares as
	approved by the securities regulatory authorities under the State Council can be
	carried out respectively in steps by the board of directors.
	The Company can carry out the plans of issuing overseas-listed foreign shares
	and domestic shares respectively according to the preceding paragraph within
	15 months from the date of approval from the securities regulatory authorities
	under the State Council.
	With the approval from the securities regulatory authorities under the State
	Council, the holders of domestic shares of the Company may transfer the
	shares held by them to overseas investors, and such shares can be listed and
	traded overseas. The listing and trading of such transferred shares on overseas
	stock exchange shall be in compliance with the regulatory procedures, rules
	and requirements of the overseas stock exchange. For the listing and trading of
	such transferred shares on overseas stock exchange, no separate class of
	general meeting shall be called to vote.
Article 24	The Company shall raise full amount at one shot respectively when issuing
	overseas-listed foreign shares and domestic shares within the planned number
	of total shares specified in the issue scheme. In case of failure in raising full
	amount at one shot, the shares can be issued in installment upon the approval
	from the securities regulatory authority under the State Council.
Article 25	The registered capital of the Company is RMB3,119,546,600.
Article 26	The Company may, based on its operating and development needs and in
	accordance with laws, rules and regulations as well as the Articles of
	Association, increase its registered capital in the following ways, subject to
	resolution adopted by the shareholders' general meeting and approval from
	CBIRC and other relevant regulatory authorities:
	(1) Offering new shares for subscription to unspecified investors;
	(2) Placing new shares to its existing shareholders;
	(3) Allotting new shares to its existing shareholders;
	(4) Converting capital reserve into share capital; or

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1. Other means permitted by laws, rules, regulations and standardization documents.

	The Company's increase of capital by issuing new shares shall, after being
	approved pursuant to the Articles of Association, be conducted in accordance
	with the procedures stipulated by relevant laws, rules, regulations,
	standardization documents of the Country, relevant stipulations of the
	CBIRC and other regulatory authorities and the Articles of Association,
	submitted to the CBIRC for approval and shall register the alterations at the
	relevant registration authorities in accordance with the laws.
	Chapter 4 Capital Reduction and Share Repurchase
Article 27	Pursuant to the laws, rules and regulations as well as the Articles of
	Association, upon the resolution of the shareholders' general meeting and the
	approval from CBIRC and other relevant regulatory authorities, the Company
	may reduce its registered capital, which shall be conducted in accordance with
	the procedures stipulated by the Company Law, the Insurance Law and
	relevant regulations of the CBIRC and other regulatory authorities as well as
	the Articles of Association, submitted to the CBIRC for approval and shall
	register the alterations at the relevant registration authorities in accordance
	with the laws.
	When the Company reduces its registered capital, it shall prepare a balance
	sheet and a list of assets and submit them together with relevant documents to
	the shareholders for review before the shareholders' general meeting votes
	thereon.
	The Company shall notify its creditors within 10 days after the date of
	resolution on reducing the registered capital and announce it on a newspaper at
	least three times within 30 days. Creditors have the right to request the
	company to repay its debts or to provide relevant debt settling guarantee within
	30 days after receiving the notice or within 45 days after the date of
	announcement if no such notice has been received.
	The Company's registered capital after reduction shall not be less than the
	statutory minimum amount.
Article 28	The Company may, in accordance with the procedures set out in the Articles of
	Association and subject to the approval from the relevant governing authority
	of the State, repurchase its issued shares under the following circumstances:
	(1) Reducing its registered capital;

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1. Merger with other companies that hold shares in the Company;
2. Using the shares in the employee stock ownership scheme or as equity incentive;
3. Repurchase of shares made upon the request of its shareholders who disagree with resolutions passed at a shareholders' general meeting in connection with a merger or division of the Company;
4. Using the shares to convert corporate bonds issued by the Company that can be converted into stocks;
5. As necessary for maintenance of the Company's value and shareholders' rights and interests.
6. Other circumstances permitted by laws, rules and regulations or by the securities regulatory authorities of the place where the shares of the Company are listed.

Except for the circumstances specified above, the Company shall not purchase its own shares.

The Company's purchase of its own shares pursuant to items (1) to (2) of first paragraph shall be subject to resolution of the shareholders' general meeting. The Company's repurchase of its own shares in accordance with items (3), (5),

1. of first paragraph shall be approved by the shareholder's general meeting in accordance with the Articles of Associations, or shall be subject to a board resolution approved by over two thirds of the directors present the board meeting pursuant to the authorization of the shareholders' general meeting.

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	The shares of the Company repurchased in accordance with item (1) of first
	paragraph shall be cancelled within ten days from the date of repurchase; those
	repurchased in accordance with items (2) and (4) shall be transferred or
	cancelled within six months; the total shares held by the Company in
	accordance with items (3), (5), (6) shall not exceed 10% of the total shares of
	the Company in issue and shall be transferred or cancelled within three years.
	The repurchase of foreign listed shares of the Company shall comply with the
	Hong Kong Listing Rules and other relevant regulatory requirements of the
	place where the Company is listed.
Article 29	The Company can repurchase its shares in one of the following ways with
	approval from the relevant governing authority of the State:
	(1) Making a pro rata offer of repurchase to all of its shareholders;
	(2) Repurchasing shares through public dealing on a stock exchange;
	(3) Repurchasing shares by an off-market agreement; or
	(4) Other ways permitted by laws, rules and regulations or by the relevant
	securities regulatory authorities of the place where the shares of the
	Company are listed.
	In respect of the redeemable shares which the Company has the power to
	purchase for redemption, in the event that the purchases are not made through
	the market or by tender, the Company shall, in accordance with the relevant
	laws, regulations and regulatory requirements to set a maximum price for the
	purchases; in the event that the purchases are by tender, the offers shall be
	available to all shareholders on equal conditions.
	The Company shall perform its information disclosure obligations in
	accordance with the Securities Law when repurchasing its own shares. The
	Company's repurchase of its own shares in accordance with items (3), (5), (6)
	of first paragraph of Article 28 of the Articles of Association shall be carried
	out in a public and centralized manner.

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Article 30	Where the company repurchases its shares by an off-market agreement, the
	prior approval from a shareholders' general meeting in accordance with the
	Articles of Association shall be obtained. The company may cancel or change
	the agreement that has been entered into in the aforementioned manner or
	waive any rights under such agreement with the prior approval from a
	shareholders' general meeting obtained in the same manner.
	The agreement for the repurchase of shares referred to in the preceding
	paragraph shall include (but not limited to) an agreement on bearing the
	obligation of share repurchase and acquiring the right of share repurchase.
	The Company shall not transfer the agreement of repurchasing its shares and or
	any rights stated in the agreement.
Article 31	For the portion of shares cancelled due to the repurchase of the Company's
	own shares, with the approval by the CBIRC, application for the change of
	registered capital shall be filed with the original company registration
	authorities.
	The aggregate par value of the shares cancelled shall be deducted from the
	Company's registered capital.
Article 32	Unless the company is in the course of liquidation, it shall comply with the
	following provisions when repurchasing its issued shares:
	(1) Where the company repurchases shares of the company at par value
	price, payment shall be deducted from the book balance of distributable
	profits of the company and the proceeds from the new share issuance for
	the purpose of repurchasing the existing shares;
	(2) Where the company repurchases shares of the company at a price higher
	than the par value, the portion equivalent to the par value shall be
	deducted from the book balance of the distributable profits of the
	company and the proceeds from the new share issuance for the purpose
	of repurchasing the existing shares; the portion beyond the par value shall
	be handled as follows:
	(i) If the shares repurchased are issued at par value, the payment shall
	be deducted from the book balance of the distributable profits of
	the company; or
	(ii) If the shares repurchased were issued at a price higher than the par
	value, payment shall be deducted from the book balance of the
	distributable profits of the company and the proceeds from the new
	share issuance for the purpose of repurchasing the existing shares;

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however, the amount deducted from the proceeds from the new share issuance shall neither exceed the aggregate premium from the issuance of the existing shares repurchased nor shall it exceed the amount (including the premiums from the new share issuance) in the premium account (or capital reserve account) at the repurchase.

1. Payments for the following purposes shall be made out of the Company's distributable profits:
2. 1. Acquisition of the right to repurchase shares of the company;
   2. Modification of any contract to repurchase shares of the company; or
   3. Release of any of the Company's obligation under any contract for the repurchase of its shares.
3. After the total par value of the cancelled shares is deducted from the company's registered capital in accordance with the relevant provisions, the amount deducted from the distributable profits for the repurchase of the shares at par value shall be included in the Company's premium account (or capital reserve account).

	For financial issues involved in share repurchase otherwise provided by laws,
	rules, regulations and relevant provisions of the securities regulatory authorities
	of the place where the Company's shares are listed, those requirements shall be
	followed.
	Chapter 5 Financial Aid for Purchase of Shares of the Company
Article 33	The company or its subsidiaries shall not, by any means at any time, provide
	any kind of financial aid such as lending and guarantee to directors,
	supervisors, senior management and other persons who acquires or proposes
	to acquire shares of the company. "The person" referred to in the preceding
	paragraph shall include a person who directly or indirectly incurs any
	obligation due to the acquisition of shares.
	The company and its subsidiaries shall not, by any means at any time, provide
	any form of financial aid to the aforesaid obligor for the purpose of reducing
	or discharging the obligations assumed by that person.
	This article does not apply to the circumstances mentioned in Article 35 in this
	Chapter.

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Article 34	"The	financial aid" referred to in this chapter shall be provided by, but not
	limited to the following meanings:
	(1)	Gift;
	(2)	Guarantee (including the assumption of liability by the guarantor or the
		provision of assets by the guarantor to secure the performance of
		obligations by the obligor), compensation (other than compensation in
		respect of the company's own default), relief or waiver of rights;
	(3)	Provision of loan or conclusion of agreement under which the obligations
		of the Company are to be fulfilled before the obligations of another party,
		or a change in the parties to, or the assignment of rights under, such loan
		or agreement; and
	(4)	Any other form of financial aid given by the Company when the
		company is insolvent or has no net assets or when its net assets would
		thereby be reduced to a material extent.
	"Incurring an obligation" referred to in this chapter shall include the incurring
	of obligations by way of contract or by way of arrangement (irrespective of
	whether such contract or arrangement is enforceable or not, and irrespective of
	whether such obligation is to be borne solely by the obligor or jointly with any
	other persons), or by any other means, which results in a change in his/her/its
	financial position.
Article 35	The	following activities shall not be deemed to be activities prohibited by
	Article 33 of this chapter, except for those prohibited by relevant laws, rules
	and regulations:
	(1)	The provision of financial aid by the Company where the financial aid is
		given in good faith in the interest of the company, and the principal
		purpose of this is not for the acquisition of shares of the Company, or the
		giving of the financial aid is an incidental part of a master plan of the
		company;
	(2)	The lawful distribution of the Company's assets as dividends;
	(3)	The distribution of dividends in the form of shares;
	(4)	A reduction of registered capital, a repurchase of shares or a
		reorganization of the share capital structure effected in accordance with
		the Articles of Association; and

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1. The provision of loans by the Company for ordinary business activities within its scope of business (provided that the net assets of the Company are not thereby reduced or that, to the extent that the assets are thereby reduced, the financial aid is provided out of distributable profits).

Chapter 6 Share Certificates and Register of Members

Article 36	Share certificates of the Company shall be in registered form.
	Share certificates of the Company shall state clearly the following items:
	(1)	Company name;
	(2)	Incorporation date of the Company;
	(3)	Class of share, face value and the number of shares so represented;
	(4)	Stock code; and
	(5)	Other items required by the Company Law and the stock exchange of the
		place where the shares in the Company are listed.
Article 37	Overseas-listed foreign shares in the Company may be issued in the form of
	depositary receipt or other derived forms of shares in accordance with the law
	and practices on securities registration and depositary of the place where the
	shares are listed.
Article 38	Share certificates shall be signed by the chairman of the board of directors. In
	case other senior management members of the Company are required to sign

under the requirements of the stock exchange of the place where the shares of the Company are listed, the share certificates shall also be signed by such members. The share certificates shall be effective upon the affixture of the Company's seal or the affixture of the seal in printed form. Authorization from the board of directors shall be obtained for the affixture of the Company's seal on the share certificates. The signature on share certificates by the chairman of the board of directors of the Company or other relevant senior management could also be made in printed form.

For dematerialized issuance and trading, other requirements of the securities regulatory authorities of the place where the shares of the Company are listed shall be applicable.

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Article 39	The	Company shall maintain a register of members, and include the
	followings:
	(1)	The name, address (domicile), occupation or nature of each shareholder;
	(2)	The class and number of shares held by each shareholder;
	(3)	The amount paid or payable by each shareholder for the respective shares
		held;
	(4)	The serial numbers of shares held by each shareholder;
	(5)	The date when each shareholder is registered as a shareholder; and
	(6)	The date when each shareholder ceases to be a shareholder.
	The register of members shall be the sufficient evidence of the shareholders'
	shareholding in the Company, unless there is evidence to the contrary.
Article 40	The Company may, pursuant to the mutual understanding and agreement made
	between the securities regulatory authorities under the State Council and
	overseas securities regulatory authorities, maintain the register of holders of
	overseas-listed foreign shares overseas, and mandate overseas agent(s) to
	manage such register of shareholders. The original copy of the register of
	holders of overseas-listed foreign shares listed in Hong Kong shall be
	maintained in Hong Kong.
	The Company shall maintain a copy of the register of holders of overseas-
	listed H shares in the premises of the Company. Overseas agency so mandated
	shall at any time ensure the consistency of the original copy and the copy of
	the register of holders of overseas-listed H shares. If there is any discrepancy
	between the original copy and the copy of the register of holders of overseas-
	listed H shares, the original copy shall prevail.
Article 41	The Company shall maintain a complete register of members.
	The register of members shall include the following parts:
	(1)	The register of members maintained in the domicile of the Company
		other than those described in items (2) and (3) of this article;
	(2)	The register of holders of overseas-listed foreign shares maintained in the
		place of stock exchange where the shares are listed;

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	(3) The register of members maintained in other places as the board of
	directors may consider necessary for the purpose of the listing of the
	Company's shares.
Article 42	Different parts of the register of members shall not overlap. No transfer of any
	shares registered in any part of the register shall, during the continuance of that
	registration, be registered in any other part of the register.
	Alternations or amendments on each part of the register of members shall
	proceed in accordance with the laws of the place where that part of the register
	of members is maintained.
Article 43	Where the relevant laws, rules, regulations, standardization documents, the
	securities regulatory authorities of the place where the shares in the Company
	are listed and the listing rules have requirements on the period of closure of the
	register of shareholders prior to a shareholders' general meeting or the
	reference date set by the Company for the purpose of distribution of dividend,
	such requirements shall be followed.
Article 44	Whenever the Company convenes a shareholders' general meeting, distributes
	dividends, liquidates or engages in other acts requiring the confirmation of
	shareholding, a day shall be determined by the board of directors or the
	convener of the shareholders' general meeting as the record date for the
	registration of shareholdings, upon the expiry of which, those members who
	appear in the register of members shall be the shareholders of the Company.
Article 45	Any person who has an objection to the register of members and requests for
	the registration of his/her/its name in the register of members or requests to
	remove his/her/its name from the register of members, he/she/it may apply to
	the court of jurisdiction to amend the register of members.
Article 46	Any member registered in the register of members or any person requesting for
	the registration of his/her/its name in the register of members may apply to the
	Company to reissue new share certificate for his/her/its respective shares (i.e.
	"relevant shares") if his/her/its share certificate (i.e. "original share certificate")
	is lost or destroyed.
	Application by a holder of domestic shares who has lost or destroyed his/her/
	its share certificate and applies for reissuance shall be dealt with in accordance
	with Article 143 of the Company Law.

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Application by a holder of overseas-listed foreign shares who has lost or destroyed his/her/its share certificate and applies for reissuance shall be dealt with in accordance with the laws of the place where the original copy of the register of members who are holders of overseas-listed foreign shares is maintained and the rules of the stock exchange or other relevant provisions.

In case that a holder of overseas-listed foreign shares of a Hong Kong listed company has lost or destroyed his/her/its share certificate and applies for reissuance, the issuance of a replacement share certificate shall comply with the following requirements:

1. Applicants shall submit his/her/its application in the standard form prescribed by the Company with the notarial certificate or statutory declaration documents attached. The notarial certificate or statutory declaration documents shall include the ground for application, circumstances and evidences of the loss of share certificate, as well as a declaration that no other person may request for the registration as the holder of the relevant shares.
2. Before the Company makes the decision on the reissuance of new share certificate, no declaration of the request for the registration as members of such shares by any person other than the applicants has been received.
3. In case the Company decides to reissue new share certificate to the applicant, an announcement of such reissuance shall be published on the newspapers designated by the board of directors at least every 30 days within a period of 90 days.
4. Before the Company publishes the announcement of the reissuance of a share certificate, a copy of the announcement intended to be published shall be submitted to the stock exchange of the place where the shares are listed. Upon the receipt of response from such stock exchange that confirms that such announcement has been exhibited in the premises of the stock exchange, the announcement may be published. Such announcement shall be exhibited in the premises of the stock exchange for a period of 90 days.
   If the application for the reissuance of share certificate is made without the consent of registered holders of the relevant shares, the Company shall deliver a copy of the announcement intended to be published to such shareholder by post.

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	(5)	Upon the expiration of 90 days period of the announcement and
		exhibition referred to in item (3) and (4) of this Article, if no objection
		on the reissuance of the share certificate has been received by the
		Company, a new share certificate may be reissued pursuant to the
		applicant's application.
	(6) When the Company reissue new share certificate pursuant to this Article,
		the original share certificate shall be cancelled immediately, and such
		cancellation and reissuance shall be registered in the register of members.
	(7) All costs for the cancelation of the original share certificate and the
		reissuance of new share certificate incurred shall be borne by the
		applicant. Until the applicant provides any reasonable guarantee, the
		Company shall be entitled to reject to take any action.
Article 47	After the reissuance of a new share certificate by the Company pursuant to
	these Articles, the name of the bona fide purchaser acquiring the aforesaid new
	share certificate or of the person (a bona fide purchaser) subsequently
	registered as the owner of such shares shall not be removed from the register
	of members.
Article 48	The Company has no obligation to compensate for those who suffer loss from
	cancellation of original stock certificates or reissuance of new stock certificates
	unless they can prove that the Company has fraudulent conduct.
		Chapter 7 Transfer of Shares
Article 49	Unless otherwise provided by the laws, rules, regulations and relevant
	provisions of the securities regulatory authorities of the place where the
	shares of the Company are listed, all fully paid shares may be transferred
	pursuant to the law without any lien, but shall comply with the provisions of
	the CBIRC and relevant regulatory authorities as well as the Articles of
	Association.
	For the transfer of overseas-listed foreign shares listed in Hong Kong,
	registration shall be made in the share registrar in Hong Kong authorized by
	the Company.
Article 50	All the fully paid-upoverseas-listed foreign shares listed in Hong Kong are
	freely transferable in accordance with the Articles of Association. However,
	unless the following requirements are met, the board of directors may refuse to
	accept any transfer documents without giving any explanation for such refusal.
	(1)	Any transfer documents or other documents which are related to
		ownership of the shares or would affect the ownership of the shares
		shall be registered with a registration fee payable to the Company in
		accordance with the Hong Kong Listing Rules;

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(2) Such transfer documents only relate to the overseas-listed foreign shares

	listed in Hong Kong;
	(3) Any stamp duty payable on the transfer documents are duly paid in
	accordance with the Hong Kong laws;
	(4) Relevant share certificates and other proof which proves the transferor's
	ownership of the shares as required by the board of directors shall be
	provided;
	(5) In the event that the shares are to be transferred to joint holders, the
	number of the shareholders who are jointly registered shall not be more
	than four; and
	(6) No lien shall be attached to the relevant shares.
	If the board of directors rejects to register the transfer of shares, the Company
	shall, within 2 months from the date when duly application for the transfer was
	submitted, give a notice of rejection on the registration of such transfer of
	shares to the transferor and transferee.
Article 51	All transfer of overseas-listed foreign shares listed in Hong Kong shall be
	made in written transfer instrument in a general or common form or any other
	forms accepted by the board of directors, and the written transfer instrument
	may be signed in hand. In case the shareholder is the recognized clearing house
	defined in the Securities and Futures Ordinance of Hong Kong (hereinafter
	referred to as the "Recognized Clearing House") or its nominees, the written
	transfer instrument may be signed in mechanical printed form.
Article 52	For the transfer of shares issued prior to the Company's initial public offering,
	it shall be carried out in accordance with the relevant laws, rules, regulations
	and listing rules.
	Directors, supervisors and senior management of the Company shall report
	their shareholdings in the Company and the respective changes. During his/her
	tenure, no shares exceeding twenty five percent of his/her total shareholding in
	the Company shall be transferred within one year; and no transfer of shares
	held by him/her shall be allowed within one year since the date when the
	shares in the Company are listed. The aforesaid personnel shall not transfer the
	shares held by him/her within half a year after leaving his/her office.

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Article 53	Where the directors, supervisors, senior management or shareholders who hold
	more than five percent (5%) of the shares of the Company sell their shares of
	the Company within six (6) months of purchase, or repurchase the shares
	within six (6) months of sale, the proceeds will be attributed to the Company,
	and the board of directors of the Company will resume the proceeds. However,
	securities firm, which holds over five percent (5%) of the shares due to
	purchase of the remaining shares after underwriting shall not be subject to the
	six (6)-month-limit when selling such remaining shares.
	In the event that the board of directors of the Company fails to enforce the
	requirement in accordance with the preceding paragraph, the shareholders are
	entitled to request enforcement by the board of directors within thirty (30)
	days. In the event that the board of directors of the Company fails to enforce
	the requirement within the said period, the shareholders are entitled to initiate
	litigation in the People's Court for the benefit of the Company's interest in its
	own name.
	In the event that the board of directors of the Company fails to enforce the
	requirements in accordance with the first paragraph of this article, responsible
	directors shall be jointly and severally liable in accordance with the law.
Article 54	Shareholders shall go through relevant procedures in accordance with law and
	comply with relevant regulations as specified by the CBIRC and other
	regulatory authorities and stock exchanges while transferring the Company's
	shares.
	Where there are changes in shareholders holding more than five percent of the
	shares of the Company as a result of the transfer of shares by any shareholder,
	relevant shareholders shall cooperate with the Company to go through review
	and approval procedures of the CBIRC.
Article 55	The Company shall not accept its own shares as the subject matter of a pledge.
	Chapter 8 Party Organization (Party Committee)
Article 56	The Company shall establish the committee of the Party of New China Life
	Insurance Company Ltd. (hereinafter referred to as the "Party Committee of
	the Company"). The Party Committee of the Company shall have one
	secretary, one or two deputy secretaries and several other Party Committee
	members. In principle, the chairman of the board of directors of the Company
	and the secretary of the Party Committee shall be the same person, and one
	deputy secretary of the Party Committee shall be designated to assist the
	secretary of the Party Committee to carry out Party building. Eligible members
	of the Party Committee can join the board of directors, the board of
	supervisors and the management through legal procedures, while eligible Party
	members of the board of directors, the board of supervisors and the
	management can also join the Party Committee in accordance with relevant
	rules and procedures. At the same time, the Company shall establish
	Commission for Discipline Inspection in accordance with the provisions.

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Article 57	The	Party Committee of the Company shall, in accordance with the
	Constitution of the Communist Party of China, the Regulations on Party
	Organization of the Communist Party of China and other party rules, perform
	its	duties.
	(1)	To ensure and supervise the thorough implementation of the guidelines
			and policies of the Party and the state throughout the Company, and to
			implement major strategic decisions of the Central Committee of the
			Party and the State Council, as well as important work arrangements of
			superior Party organizations.
	(2) To strengthen its leadership and check in the selection and appointment
			of personnel, focusing on standards, procedure, evaluation,
			recommendation and supervision, and to adhere to the principle of the
			Party exercising leadership over officials, the selection of operating
			managers by the board of directors, and the exercise of power as regards
			the right of officials' appointment by the operating managers in
			accordance with laws.
	(3)	To study and discuss stable reform and development and substantial
			operational and management issues of the Company as well as material
			issues related to the interests of our staff, and provide advice and
			recommendations in this regard. To support the shareholders' general
			meeting, the board of directors, the board of supervisors and the
			management of the Company in performing their duties in accordance
			with laws and to support the employee representative meeting in carrying
			out its work.
	(4)		To assume full responsibility to comprehensively strengthen party
			discipline, lead the Company's ideological and political work, united
			front work, spiritual civilization construction as well as corporate culture
			construction, and lead mass organizations such as the trade union and the

Communist Youth League. Play a leading role in the construction of the party conduct and of a clean and honest government, and support the Commission for Discipline Inspection of the Company in fulfilling its responsibility of supervision in practice.

(5) To grow the Company's primary Party organization and Party members, to give full play to the role of Party branches as bastions and of Party members as vanguards and exemplars, to unite and lead employees to proactively devote themselves into the reform and development of the Company;

(6) Other material matters that fall within the duty of the Party Committee.

Chapter 9 Rights and Obligations of Shareholders

Article 58	Shareholders of the Company	are those	lawfully	holding	the	shares of	the
	Company, whose names are	registered	in the	register	of	members.	A

shareholder shall enjoy rights and assume obligations according to the class of shares held by him/her/it; shareholders holding the same class of shares shall enjoy the same rights and assume the same obligations.

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When more than two persons are registered as the joint shareholders of any share, they shall be deemed to be the joint owners of such shares and shall be bound by the following restrictions:

	(1)	The Company does not have to register more than four persons as the
		joint shareholders of any share;
	(2)	All joint shareholders of any share shall be jointly and severally liable for
		the payment of all fees payable for the relevant shares.
	In the case of joint shareholders:
	(1)	If one of those joint shareholders passes away, only the surviving
		shareholders among them shall be deemed by the Company as the owners
		of the relevant shares, but the board of directors shall be entitled to
		request for the surviving shareholders to provide the death certificate it
		thinks fit for the purpose of amending the register of members.
	(2)	For joint shareholders of any shares, only the joint shareholder named
		first in the register of members shall be entitled to receive the share
		certificate of the relevant shares and notice from the Company as well as
		attend general meetings of the Company or exercise the voting rights of
		the relevant shares. Any notice delivered to any aforesaid person shall be
		deemed to be delivered to all joint shareholders of the relevant shares.
	If any of the joint shareholders issues a receipt to the Company for any
	dividends, bonus or capital return payable to such joint shareholders, such
	receipt shall be deemed to be an effective receipt issued to the Company by
	such joint shareholders.
Article 59	The ordinary shareholders of the Company shall enjoy the following rights:
	(1)	The right to receive dividends and other distributions in proportion to
		their shareholdings;
	(2)	The right to request, convene, preside over, attend or appoint a proxy to
		attend shareholders' general meetings and to exercise the voting rights in
		accordance with law;
	(3)	The right to supervise the company's business operations, and the right to
		present proposals or to raise enquires;

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1. The right to transfer, gift or pledge his/her shares in accordance with laws, rules, regulations and relevant provisions prescribed by securities regulatory authorities of the place where the shares of the Company are listed as well as the Articles of Association;
2. The right to obtain relevant information in accordance with the Articles of Association, including:
3. 1. The right to obtain a copy of the Articles of Association, subject to payment of the cost of such copy; and
   2. The right to inspect without charge and copy, subject to payment of a reasonable fee, the following:
   3. 1. All parts of the register of shareholders;
      2. Personal particulars of each of the Company's directors, supervisors, CEO, President (COO) and other senior management;
      3. The state of the company's share capital;
      4. The report showing the nominal value, number, highest and lowest prices of the shares repurchased and the total consideration paid by the Company in connection therewith since the last financial year;
      5. Counterfoils of corporate bonds;
      6. Minutes of shareholders' general meetings (for reference only);
      7. Resolutions passed at the shareholders' general meetings, resolutions passed at the meetings of the board of directors and resolutions passed at the meetings of the board of supervisors;
      8. Financial accounting reports;
      9. The latest audited financial statements, the directors' report, the audit reports and the reports of the board of supervisors;
      10. A copy of the latest annual returns submitted for filing to the administration for industry and commerce or other competent authorities.

- 27 -

(6) The right to participate in the distribution of remaining assets of the Company in proportion to its shareholding when the Company is

	terminated or liquidated;
	(7) The right to require the Company to acquire his/her/its shares for such
	shareholders who are against any resolution in relation to a merger or
	separation of the Company; and
	(8) Other rights conferred by laws, rules, regulatory provisions, regulations
	and the Articles of Association.
Article 60	Shareholders who request for the inspection of information related to Article
	59 of the Articles of Association or obtaining certain materials shall make such
	request to the Company in writing, and provide proof of his/her/its
	shareholding. The Company would, upon the confirmation of the identity of
	the shareholder(s), provide the information or materials as requested.
Article 61	If any resolution adopted by the shareholders' general meeting or the board of
	directors violates any laws, rules or regulations, a shareholder has the right to
	petition the People's Court to declare the resolution invalid.
	If the convening procedure or voting method of any shareholders' general
	meeting or any meeting of the board of directors violates any laws, regulations
	or the Articles of Association, or if any resolution violates the Articles of
	Association, a shareholder may, within sixty days from the date of the
	resolution, petition the People's Court to revoke the relevant resolution.
	If the Company has registered changes according to a resolution adopted by
	the shareholders' general meeting or a resolution adopted by the board of
	directors, while the People's Court has ruled that such resolution is invalid or
	has revoked such resolution, the Company shall apply to the company
	registration authority for revoking the registration of changes.
Article 62	If any director or senior manager violates laws, regulations or the Articles of
	Association in performing his/her duties, which has caused losses to the
	Company, shareholders individually or jointly holding 1% or more voting
	shares of the Company for at least 180 consecutive days may request the board
	of supervisors in writing to bring an action at the People's Court; if any
	supervisor violates laws, regulations or the Articles of Association in
	performing his duties, which has caused losses to the Company, a
	shareholder may request the board of directors in writing to bring an action
	at the People's Court.

- 28 -

	If the board of supervisors or the board of directors refuses or fails to bring an
	action within 30 days after receiving the request, or the situation is so urgent
	that if an action is not initiated promptly the Company will suffer irremediable
	damages, a shareholder has the right to bring an action at the People's Court
	directly in its own name.
	If any other person infringes the interest of the Company, the shareholders
	specified in the first paragraph of this Article may bring an action at the
	People's Court pursuant to the articles hereinabove.
Article 63	If any director, supervisor, CEO, President (COO) or other senior management
	violates laws, regulations, regulatory provisions or the Articles of Association,
	which impairs the interests of the Company, shareholders, the insured and
	other interested parties, he/she shall be liable for compensation accordingly. If
	any of the above-mentioned situations occurred, shareholders shall have the
	right to report to the CBIRC directly.
Article 64	Holders of ordinary shares of the Company shall assume the following
	obligations:
	(1) To abide by laws, rules, regulatory provisions, regulations and the
	Articles of Association;
	(2) To pay subscription funds according to the number of shares subscribed
	and the method of subscription;
	(3) Contribution and shareholding shall comply with regulatory provisions,
	and may not hold such shareholding on behalf or overproportion;
	(4) Unless otherwise stipulated by laws, rules, regulatory provisions,
	regulations and the Articles of Association, not to withdraw their share
	capital;

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1. To exercise the shareholders' rights in accordance with law and not to abuse the shareholders' rights so as to damage the interest of the Company or that of other shareholders; not to abuse the independent legal person status of the Company and the limited liability of the shareholders so as to damage the interest of the Company's creditors;
2. To assist the Company to improve the solvency margin ratio in the case that the solvency margin ratio does not meet the regulatory requirements;
3. Where any shareholder holds more than five percent of voting shares of the Company, to faithfully notify the Company of information on its controlling shareholder and actual controller; if there is a change in its controlling shareholder and actual controller, to notify the Company in writing of relevant changes as well as affiliated parties and the related relation after those changes within five working days upon the occurrence of those changes, and perform procedures as specified in regulations;
4. To notify the Company in writing within fifteen working days where the shares of the Company held by any shareholder who holds more than five percent of voting shares of the Company are involved in litigation, arbitration or release of pledges, and the Company shall notify other shareholders of relevant information timely;
5. To notify the Company in writing within fifteen working days upon the occurrence of a merger, separation, dissolution, bankruptcy, closing down, takeover and other material matters or changes in the legal representative, company name, site for business operation, business scope and other material matters of any shareholder who holds more than five percent of voting shares of the Company;
6. To obey and implement the resolutions passed at the shareholders' general meeting;
7. To cooperate with regulatory authorities to carry out investigations and risk disposition when risk events or serious non-compliant activities concerning the Company;

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1. Not to damage the interests of other shareholders and the Company, and not to agree that the pledgee or his/her/its affiliated parties shall exercise the voting rights when any shareholder pledges the shares of the insurance company it holds; and
2. Other obligations imposed by laws, rules, regulatory provisions, regulations and the Articles of Association.

Unless otherwise provided by the Articles of Association, holders of ordinary shares shall not be liable for any further contribution to the share capital other than as agreed by the subscriber of the relevant shares at subscription.

Article 65	Shareholders shall assume the obligations to assist the Company to improve its
	solvency in case of insolvency of the Company. In the event of any of the
	following circumstances, shareholders who are unable or refuse to increase
	their capital contributions, shall agree that other shareholders or investors may
	increase their capital contributions with reasonable scheme as a way to
	improve the solvency:
	1.		The CBIRC orders the Company to increase its capital;
	2.		The Company must increase its capital as it is unable to make its
			solvency meet the regulatory requirements with other schemes.
Article 66	After	the listing of the shares of the Company, if the shares held by any
	shareholder of the Company exceeds five percent of the Company's aggregate
	shares, this fact must be reported to the Company in writing on the day of its
	occurrence, so that the Company can report to the CBIRC for approval within
	five days thereof. The CBIRC has the right to request such unqualified
	investors to transfer their shares. For the part of shares in excess of five
	percent of the Company's aggregate shares (hereinafter referred to as "Excess
	Shares"), if the CBIRC requires the shareholder to transfer but the shareholder
	does not follow, such shareholder shall be subject to necessary restrictions
	when exercising the shareholders' rights set out in Article 59 of the Articles of
	Association based on its shareholding of the Excess Shares, which include:
	(1)	The Excess Shares will not carry any voting rights at shareholders'
			general meetings (including during voting by shareholders of certain
			class); and
	(2)	The Excess Shares will not carry a right to nominate candidates of
			directors or supervisors as provided in the Articles of Association.

Notwithstanding the aforementioned, the shareholders of the Company shall not be subject to any other restrictions when exercising the shareholders' rights pursuant to Article 59 of the Articles of Association.

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	If any shareholder who holds more than five percent of voting shares of the
	Company pledges the shares it holds, it shall report to the Company in writing
	on the day such pledge occurs.
	If there is a related party relation between shareholders holding more than five
	percent of shares of the Company, such shareholders should report to the
	Board in writing within five business days.
	The aforementioned related relation refers to the relationship between the
	controlling shareholders, actual controllers, directors, supervisors or senior
	management and enterprises under their direct or indirect control, and any other
	relations that may lead to the transfer of the Company's interests. However,
	enterprises controlled by the PRC government do not have a related relation merely
	due to the fact that they are under the common control of the PRC government.
Article 67	The shareholder and actual controller of the Company shall not impair the
	Company's interests with his/her/its related relations. In breach of any
	regulations, compensation for the loss incurred to the Company shall be
	assumed by the controlling shareholder and/or actual controller.
	The controlling shareholder and actual controller of the Company shall have
	the obligations in respect of integrity to the Company and its public
	shareholders and other shareholders. The controlling shareholder shall
	exercise his/her/its rights as an investor in strict compliance with laws, and
	shall not, via means such as profit distribution, asset reorganization, external
	investment, occupation of funds and guarantee for borrowing, use of insurance
	funds and related party transactions impair the legal rights of the Company and
	its public shareholders and other shareholders, nor shall he/she/it impair the
	interests of the Company and its public shareholders and other shareholders by
	leveraging its controlling position.
	The controlling shareholder shall effectively manage the personnel who hold
	concurrent positions in the controlling shareholder and the Company to prevent
	interests conflicts. Employees of the controlling shareholder shall not concurrently
	serve as the executive directors and senior management of the Company, except
	the chairman of the board of directors of the controlling shareholder.
Article 68	In addition to obligations imposed by laws, rules, regulations or the listing
	rules of the stock exchange where shares of the company are listed, a
	controlling shareholder shall not exercise his/her/its voting rights in respect of
	the following matters in a manner prejudicial to the interests of the
	shareholders generally or partially:
	(1) To relieve a director or supervisor of his duty to act honestly in the best
	interests of the company;
	(2) To approve the expropriation by a director or supervisor (for his own
	benefit or for the benefit of another person), in any manner, of the
	company's assets, including (without limitation) any opportunity
	beneficial to the company; or

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	(3) To approve the expropriation by a director or supervisor (for his own
	benefit or for the benefit of another person) of the individual rights of
	other shareholders, including (without limitation) the rights to
	distributions and voting rights save as any restructuring submitted to
	shareholders for approval in accordance with the Articles of Association.
Article 69	A "controlling shareholder" referred to in the preceding paragraph shall mean a
	person with any of the following qualifications:
	(1) When he acts alone or in concert with others, more than half of the
	directors can be elected;
	(2) When he acts alone or in concert with others, thirty-percent (30%) or
	more of the voting rights of the company can be exercised or to
	controlled;
	(3) When he acts alone or in concert with others, thirty-percent (30%) or
	more of the issued and outstanding shares of the company are held; or
	(4) When he acts alone or in concert with others, the company is controlled
	virtually in other ways.
Article 70	Nomination on candidates of directors and supervisors of the Company by the
	controlling shareholder shall be in strict compliance with the laws, rules,
	regulations and the relevant provisions of the securities regulatory authorities
	of the place where the shares of the Company are listed, as well as the terms
	and procedures as stipulated by these Articles. Candidates of directors and
	supervisors nominated by the controlling shareholder shall possess relevant
	expertise as well as decision making and supervising capabilities. No approval
	from any shareholder is required for resolutions on personnel election and
	resolutions on appointment of members of the board of directors at
	shareholders' general meeting. Any appointment or removal of senior
	management of the Company made by any shareholder overstepping the
	authority of general meeting and the board shall be void.
Article 71	The controlling shareholder of the Company shall not directly or indirectly
	intervene the decision making or the operation and management of the
	Company lawfully conducted, nor shall he/her/it impair the interests of the
	Company and other shareholders.

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Article 72	If	the contribution by or shareholding behaviors of any shareholder are in
	violation of laws, rules and relevant regulatory provisions, the shareholder
	shall not exercise his/her/its rights as a shareholder including the right of
	attending general meeting, the voting right, proposal right, and shall undertake
	to accept the regulatory actions as taken by the CBIRC against him/her/it, such
	as the restrictions on shareholders' rights and the order to transfer shareholding
	in case of any of the followings:
	(1)	The changes in shareholder were not approved by or filed with the
		CBIRC;
	(2)	The changes in the de facto controller of the shareholder were not
		approved by or filed with the CBIRC;
	(3)	Entrusting others or accepting entrustment from others to hold shares of
		the Company;
	(4)	Control of equity interests in disguised forms by accepting entrustment of
		voting rights and transferring rights to yields;
	(5)	Direct or indirect self-capital injection or false capital contribution by
		using insurance funds;
	(6)	Other capital contribution and shareholding behaviors that are not in
		compliance with the laws, regulations, regulatory requirements.
	Chapter 10 General Meeting of Shareholders
Article 73	The general meeting is the organ of the highest authority of the Company, and
	shall exercise the following functions and powers in accordance with the law:
	(1)	Decide the business objectives, development strategies and investment
		plans of the Company;
	(2)	Elect and replace directors, and decide on matters related to the
		remuneration of directors;
	(3)	Elect and replace supervisors who are shareholders' representatives, and
		decide on matters related to the remuneration of supervisors;
	(4)	Consider and approve the report of board of directors;
	(5)	Consider and approve the report of board of supervisors;
	(6)	Consider and approve the annual financial budget and final accounts of
		the Company;

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1. Consider and approve the Company's profit distribution plan and loss recovery plan;
2. Resolve on the increase or decrease in registered capital of the Company;
3. Resolve on the listing or repurchase of shares, or issuance of securities such as bonds;
4. Resolve on matters related to merger, separation, dissolution, liquidation of the Company or alternation on the form of the Company;
5. Review and amend, including but not limited to, these Articles, rules of procedures for general meeting, board of directors and board of supervisors, administrative rules on related party transactions, as well as relevant governance system such as asset management authorization system;
6. Resolve on the employment, dismissal or non-reappointment the accounting firm of the Company which would provide regular and statutory audit on the Company's financial reports;
7. Consider the motion raised by shareholders representing more than 3% of outstanding shares with voting rights;
8. Consider and approve the matters related to the establishment of legal entities, the material external investment, material assets acquisition, material asset disposal and write-offs, and external gifting:
9. 1. Consider and approve the establishment of legal entities by the Company, while a legal entity refers to the domestic or foreign company which is established with the direct investment by the Company and over which the Company exercises control;
   2. Consider and approve external gifting with the single accumulated amount for the year in total exceeding the sum of RMB20 million and 1% of the latest audited net profit attributable to shareholders of the Company, or external gifting with amount above RMB60 million;
   3. Consider and approve equity investments and disposals with the amount of each investment or disposal exceeding 3% of the latest audited total assets of the Company, or the accumulated amount of investments or disposals for the year accounting for over 8% of the latest audited total assets of the Company;

- 35 -

1. Consider and approve real property investments and disposals with the value of single asset exceeding 5% of the latest audited total assets of the Company, or the accumulated investment for the year accounting for over 15% of the latest audited total assets of the Company;
2. Consider and approve other assets acquisitions with the value of single asset accounting for over 3% of the latest audited total assets of the Company, or the accumulated value of assets for the year accounting for over 8% of the latest audited total assets of the Company; other assets disposals with the value of single asset accounting for over 3% of the latest audited total assets of the Company, or the accumulated value of assets for the year accounting for over 8% of the latest audited total assets of the Company;
3. Consider and approve asset write-offs with the value of single asset over RMB3,000 million and the accumulated value for the year over RMB10,000 million;
4. Consider and approve overseas equity, real property investments and disposals as well as other assets acquisition, disposal and write- offs matters which, pursuant to the provisions of the Interim Measures for the Administration of Overseas Investment with Insurance Funds issued by the CBIRC and its detailed rules for the implementation, fall within the authority and corresponding investment threshold as specified in item 3 to item 6 above;

If there exist both book value and appraisal value of the above assets, the higher one shall prevail; the amount of above external gifting, investment, acquisition, disposals, write-offs, as well as total assets, net profit and other data are all from consolidated financial statements.

1. Consider and approve related party transactions required to be approved by the general meeting under the laws, rules and regulations;
2. Consider and approve the change in the use of proceeds;
3. Consider and approve the employee stock ownership scheme or stock incentive scheme;
4. Consider other matters required to be determined by the general meeting under the laws, rules, regulatory provisions, regulations and the securities regulatory authorities of the place where shares of the Company are listed and the Articles of Association.

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Article 74	Apart from the guarantee provided for lawsuits incurred in the ordinary course
	of operation and management of the Company, the Company shall not make
	any external guarantee.
Article 75	The aforesaid matters within the competence of the general meeting shall be
	considered and determined by the general meeting, but in necessary, reasonable
	and legal cases, the general meeting may authorize the board of directors to
	make such determination. Such authorization shall be clear and specific.
	For the authorization to the board of directors by the general meeting, if the
	authorization relates to matters required by these Articles to be passed by
	ordinary resolutions of general meeting, it shall be passed by the shareholders
	(including proxy of shareholders) representing more than half of the voting
	rights present in the general meeting; if the authorization relates to matters
	required by these Articles to be passed by special resolutions of general
	meeting, it shall be passed by shareholders (including proxy of shareholders)
	representing two thirds or more of the voting rights present in the general
	meeting.
Article 76	The Company shall not, without the prior approval of shareholders' general
	meeting, enter into any contract with any person other than a director,
	supervisor, CEO, President (COO) or other senior management whereby the
	management and administration of the whole or any substantial part of the
	business of the Company is to be handed over to such person, unless in special
	circumstances such as that the Company is in a crisis.
Article 77	Shareholders' general meetings are divided into annual general meetings and
	extraordinary general meetings. The annual general meeting shall be convened
	once a year, and shall be held within six months after the end of the preceding
	accounting year.
	An extraordinary shareholders' general meeting shall be convened within two
	months from the occurrence of any of the following events:
	(1) The number of directors is lower than the minimum number of directors
	specified in the Company Law or less than two-thirds of the total number
	of directors specified in the Articles of Association;
	(2) The Company's uncovered losses amount to one-third of the Company's
	total share capital;
	(3) Shareholders individually or collectively representing 10% or more of the
	Company's voting shares request in writing;

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	(4) The board of directors considers it necessary;
	(5) The board of supervisors proposes that such a meeting shall be convened;
	(6) When resolutions of the board of directors may impair the interests of the
	Company, the insured or small and medium shareholders, the board of
	directors does not accept the advice of independent directors and such a
	meeting is requested by no less than half of and at least two independent
	directors to the board of directors; or
	(7) Other circumstances as provided by the laws, rules, regulations and these
	Articles of Association.
	The number of shares in item (3) above shall be the number of shares held at
	the end of trading on the trading day prior to the date when shareholders lodge
	the written request.
	If the Company could not convene the general meeting in the aforesaid period,
	it shall report to the branch of China Securities Regulatory Commission
	(hereinafter referred to as the "CSRC") where the Company is located and the
	stock exchange to explain the reason and make announcement.
Article 78	When the Company convenes a shareholders' annual general meeting, a written
	notice of the meeting shall be given 20 business days before the date of the
	meeting, and when the Company convenes a shareholders' extraordinary
	general meeting, a written notice of the meeting shall be given 10 business
	days or 15 days (whichever is longer) before the date of the meeting to notify
	all the shareholders in the register of members of the matters to be considered
	and the date and the place of the meeting.
Article 79	The Company shall report to the CBIRC with respect to the meeting notice in
	writing ten days before the date of the regular shareholders' general meeting.

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Article 80	When shareholders individually or collectively representing 10% or more of
	the Company's voting shares for at least 90 consecutive days (the Proposing
	Shareholders), the board of supervisors or no less than one half of and no less
	than two independent directors (the Proposing Independent Directors) propose
	the convening of an extraordinary shareholders' general meeting, they shall
	present the topics and proposals with complete contents in writing to the board
	of directors, and also file with the Shanghai Stock Exchange. The Proposing
	Shareholders, the board of supervisors or the Proposing Independent Directors
	shall guarantee the contents of the motions do not violate the laws, rules,
	regulations and the Articles of Association.
Article 81	Within 10 days from receiving the written proposal from the Proposing
	Shareholders, the board of supervisors or the Proposing Independent Directors
	of convening a shareholders' general meeting, the board of directors shall
	make a written resolution on whether it agrees or disagrees to convene an
	extraordinary shareholders' general meeting in accordance with laws, rules,
	regulatory provisions or the Articles of Association. If the board of directors
	disagrees to hold an extraordinary shareholders' general meeting, it shall give
	its reasons in writing. If the board of directors agrees to hold an extraordinary
	shareholders' general meeting, it shall issue a notice of the extraordinary
	meeting within five days after the relevant board resolution is adopted. Any
	change made to the original proposal in such notice shall be subject to the
	approval of the board of supervisors, the Proposing Shareholders or the
	Proposing Independent Directors. If the board of supervisors, the Proposing
	Shareholders or the Proposing Independent Directors disagree with the change
	made to the original proposal, the board of directors shall respect the written
	proposal of the board of supervisors, the Proposing Shareholders or the
	Proposing Independent Directors.
Article 82	If the board of directors disagrees to convene an extraordinary shareholders'
	general meeting as requested by the Proposing Shareholders or fails to give
	any response within 10 days after receiving the proposal, or the board of
	directors, despite giving the response that it agrees to convene such a meeting,
	fails to issue any meeting notice within 20 days after receiving the request, it
	shall be deemed as refusing to hold an extraordinary shareholders' general
	meeting and the Proposing Shareholders have the right to submit a written
	request to the board of supervisors; the board of supervisors shall issue a
	notice on extraordinary shareholders' general meeting within five days after
	receiving the request. In case the board of supervisors fails to issue such notice
	within the aforesaid period, the Proposing Shareholders may convene and
	preside over the meeting on their own.
Article 83	In case the board of directors disagrees on convening an extraordinary general
	meeting as requested by the board of supervisors or fails to give response
	within ten days upon the receipt of the proposal, or despite it agrees on
	convening the meeting but fails to give the notice of meeting within 20 days
	upon the receipt of such request, the board of directors shall be deemed to be
	incapable of performing or fail to perform its duty of convening the general
	meeting, and the board of supervisors may convene and preside over the
	meeting on its own.

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Article 84	In case the board of directors disagrees on convening an extraordinary general
	meeting as requested by the proposing independent directors or fails to give
	response within ten days upon the receipt of the proposal, or despite it agrees
	to convene the meeting but fails to give the notice of meeting within 20 days
	upon the receipt of such request, the board of directors shall be deemed to
	refuse to convene the extraordinary general meeting. The independent directors
	shall report to the CBIRC.
Article 85	In case the board of supervisors or the Proposing Shareholders decide to
	convene the extraordinary general meeting on its/their own, the board of
	directors shall be notified in writing, and shall file with the local office of
	CSRC and the stock exchange where the Company is located. The board of
	directors and the secretary of the board of directors shall coordinate and the
	board of directors shall provide the register of members as at the share
	registration date. In case the board of directors fails to provide the register of
	members, the convener may, with the announcement of convening such a
	general meeting, apply for obtaining the register of members from the
	securities registration and clearing authorities. The register of members so
	obtained by the convener shall not be used for any purposes other than
	convening the general meeting. Fees necessary for the meeting shall be borne
	by the Company.
	The board of supervisors or shareholders who convene the meeting shall
	submit relevant certification materials to the local office of the CSRC and the
	stock exchange where the Company is located, while sending out a notice of
	general meeting and making the announcement of the resolution of the general
	meeting.
Article 86	In case the board of supervisors or Proposing Shareholders decide to convene
	the extraordinary general meeting on its/their own, notice on convening such
	an extraordinary general meeting shall be given, whose contents shall comply
	with, besides Article 87 of the Articles of Association, the provision that no
	new content shall be added into resolutions, otherwise the Proposing
	Shareholders or the board of supervisors shall re-propose the request for
	convening the extraordinary general meeting to the board of directors in
	accordance with the above procedures.
	Prior to the announcement of the resolution of the general meeting, the
	shareholding of the Proposing Shareholders shall not be less than ten percent,
	and shareholders who convene the meeting shall apply to the Shanghai Stock
	Exchange for lockups for all or part of the shares held by them in the aforesaid
	period prior to issuance of the notice of the general meeting.
Article 87	Proposals for the general meeting shall be within the scope of the functions
	and powers of the general meeting, and have clear topics and specific
	resolution matters, which fully disclose the important information involved in
	the proposal and comply with the relevant laws, rules, regulations, and these
	Articles.

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Article 88	Shareholders individually or jointly holding no less than three percent (3%) of
	shares in the Company may make extraordinary proposals ten (10) days prior
	to the convening of the general meeting and notify the convener in writing.
	The convener shall, within two (2) days from the receipt of such proposal, give
	supplementary notice for the general meeting, and announce the subjects of the
	extraordinary proposal. The aforesaid convener refers to the person who shall
	be entitled to convene the general meeting in accordance with these Articles.
	Save as provided in the preceding paragraph, upon issuance of the notice for
	the general meeting, the convener shall not amend any proposals which are set
	out in the notice for the general meeting or add new proposals.
Article 89	Notice of general meeting shall be given in writing and include the following:
	(1) The date and venue of the meeting;
	(2) The duration of the meeting;
	(3) Matters to be submitted to the meeting for examination. All the contents
	of proposals shall be fully disclosed (including text, attachment, proposer
	and time of putting forward such proposal). Where any matters relating
	to previous resolutions of shareholders' general meeting need to be
	changed, the proposal shall be complete in contents and shall not merely
	list the proposed changes;
	(4) Materials and explanations necessary for shareholders to make decisions
	regarding the matters to be discussed, principally including (but not
	limited to) specific terms and contracts (if any) and a detailed
	explanation of its reason and sequence for a proposed transaction such
	as a merger, repurchase of shares, restructuring of share capital or other
	form of restructuring;
	(5) Where any directors, supervisors, CEO, President (COO) or other senior
	management have a material interest with regard to matters to be
	discussed, the nature and extent of that interest shall be disclosed.
	Further, where the impact of the matters to be discussed by such
	directors, supervisors or other senior management who are shareholders
	is different from the impact on other shareholders of the same class, that
	difference shall be illustrated;
	(6) The full text of any special resolution proposed to be passed at the
	meeting;

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(7) State clearly that "shareholders entitled to attend and vote shall have the right to appoint one or more proxy to attend and vote on his/her/its behalf", and such proxy is not necessary to be a member of the

	Company;
	(8) The time and place for the delivery of the proxy form;
	(9) Date of share registration of the shareholders entitled to attend the
	general meeting; and
	(10) The name and contact information of the permanent liaison person for the
	meeting.
Article 90	After the issuance of a notice for convening a shareholders' general meeting,
	the meeting shall not be postponed or cancelled without a proper reason and
	the proposals set out in the notice of shareholders' general meeting shall not be
	cancelled, nor may the meeting time be changed unless as provided in the
	Articles of Association or by virtue of force majeure or any other unforeseen
	event. In case there is any postponement or cancellation, the convener shall, at
	least 2 working days prior to the original date of convening, make an
	announcement and explain the reasons. For general meetings postponed, the
	convening date of the meeting shall also be included in the notice.
Article 91	Notice of shareholders' general meeting shall be delivered to the shareholders
	(whether or not entitled to vote at the meeting), by hand or prepaid mail to
	their addresses as shown in the register of members. For the holders of
	domestic shares, notice of the meetings may also be given through an
	announcement.
	Once an announcement is published on the website or in one or more
	newspapers designated by the securities regulatory authorities of the place
	where the shares of the Company are listed, it shall be deemed that all holders
	of domestic shares have received the notice of the general meeting.
Article 92	Unless otherwise stipulated by the Articles of Association, a shareholders'
	general meeting shall be called by the board of directors in accordance with
	law and presided over by the chairman of the board of directors. Where the
	chairman is unable or fails to perform his duties, a director jointly elected by
	no less than one- half of the directors shall preside over the meeting. Where no
	one presides over a shareholders' general meeting by either of the aforesaid
	ways, the shareholder that is present at the meeting and holds the most voting
	shares or its proxy may preside over the meeting.
	In case a meeting is called by the board of supervisors, it shall be presided by
	the chairman of the board of supervisors. If the chairman of the board of
	supervisors is incapable of or fails to perform such duty, a supervisor
	nominated by no less than half of the supervisors shall preside.

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	In case an extraordinary meeting is called and presided over by the Proposing
	Shareholders, a shareholder representative nominated by the Proposing
	Shareholders shall preside over the meeting. If there are two or more
	Proposing Shareholders, and no chairman could be elected, the shareholder
	representative designated by the Proposing Shareholder holding more voting
	shares than the other(s) shall preside over the meeting.
	In the event that the general meeting cannot proceed due to violation of the
	rules of procedure by the presider of the meeting, the general meeting may
	proceed by appointing one person as the presider of the meeting upon consent
	of a simple majority of the voting shareholders present at the meeting.
Article 93	A shareholder may attend a shareholders' general meeting in person or appoint
	a proxy to attend and vote at the meeting on his behalf.
	For individual shareholders who attend the meeting in person, he/she shall
	provide his/her own identity card or any other valid documents or evidences to
	prove his/her identity or stock account card. For those attending the meeting by
	proxy, he/she shall provide his/her own valid identity documents and the power
	of attorney from the shareholder being represented.
	Legal person shareholders shall attend the meeting by their legal
	representatives or other proxies as authorized. For legal representatives who
	attend the meeting, his/her own identity card, valid evidences on his/her legal
	representative qualification and shareholding evidences shall be provided. For
	proxies who attend the meeting, the proxy shall provide his/her own identity
	card, the power of attorney from the shareholders issued in accordance with the
	law and shareholding evidences.

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Article 94	Any shareholder entitled to attend and vote at the general meeting shall be
	entitled to appoint one or more persons (no matter whether a shareholder or
	not) as his/her proxy to attend and vote on his/her behalf, and the proxy may
	exercise the shareholder's right to speak at the shareholders' general meeting
	in accordance with the shareholder's appointment.
	If the shareholder is the recognized clearing house (or its nominees) as defined
	in the relevant laws and regulations of the place where the shares of the
	Company are listed, such shareholder may appoint one or more person as it
	thinks fit to act as his/her/its proxy in any general meeting or any meeting of
	the shareholders of a class. If more than one person is appointed, the proxy
	form shall specify the number and class of shares involved for each person.
	Each person so appointed may exercise the rights on behalf of recognized
	clearing house (or its nominees), as if such person is an individual shareholder
	of the Company.
Article 95	The shareholder shall appoint proxy in writing. The proxy form shall be signed
	by the shareholder or his/her attorney duly authorized in writing; if the
	shareholder is a legal person, the appointment document shall be affixed with
	the legal person's seal or be signed by a director or legal representative or
	attorney duly authorized.
	The proxy form issued by a shareholder to appoint a proxy to attend the
	meeting shall set out the following:
	(1) The name of the proxy;
	(2) Whether or not the proxy has the right to vote;
	(3) The respective instructions on voting for, voting against or abstention
	from voting in respect of each agenda item of the shareholders' general
	meeting;
	(4) The date of issue and validity term of the proxy form;
	(5) The number of shares of the appointer represented by the proxy;

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(6) If several persons are appointed as proxy, the number of shares

	represented by each proxy; and
	(7) Signature (or seal) of the appointer. If the appointer is a legal person
	shareholder, the seal of the legal person shall be affixed.
	The proxy form shall state whether the proxy may vote in his/her own
	discretion if no specific instructions have been given by the shareholder.
Article 96	The proxy form shall be deposited at the domicile of the Company or at other
	place as specified in the meeting notice, 24 hours before the meeting to discuss
	the matters that the proxy is appointed to vote for or 24 hours before the
	designated voting time. If the proxy form is signed by a person authorized by
	the appointer, a notary certified copy of the power of attorney and other
	authorization documents is needed, which shall be deposited together with the
	proxy form at the domicile of the Company or at other place as specified in the
	meeting notice.
	If the shareholder is a legal person, a person that is authorized by the legal
	representative, or by the resolution of the board of directors or other governing
	body shall act as the shareholder's representative to attend any general meeting
	of the company.
Article 97	Any proxy form issued to a shareholder by the Board shall be such as to enable
	the shareholder, according to his/her intention, to instruct the proxy to vote in
	favor of, against or to abstain from each resolution and to give instruction for
	each item to be resolved at the meeting.
Article 98	Notwithstanding the death or loss of ability of the appointer, revocation of the
	proxy or of the authority under which the proxy was executed, or the transfer
	of the shares in respect of which the proxy is given happened before any
	resolution is adopted, a vote given in accordance with the proxy form shall be
	valid, provided that no notice in writing of the aforesaid has been received by
	the company before the commencement of the meeting.
Article 99	The attendance book of the shareholders' general meeting shall be prepared by
	the Company. The attendance book shall specify the company names and
	domiciles of shareholders, and the name, identity card number, number of
	voting shares represented and (company) name of the appointing shareholder
	of each attendee.

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Article 100 Matters to be examined at the annual shareholders' general meeting shall include but are not limited to

1. Annual plans of financial budgets and final accounts;
2. Profit distribution plan and plan of recovery of losses;
3. Annual report of the board of directors;
4. Annual report of the board of supervisors;
5. Annual performance reports of the independent directors;
6. Audited annual financial statements of the Company;
7. Plans for the Company's annual external investments and sale or purchase of material assets; and
8. Other matters that shall be examined at the annual shareholders' general meeting.

Article 101 The list of candidates for directors and non-employee supervisors shall be submitted as a proposal to the shareholders' general meeting for voting, along with the resumes and basic information of the director and supervisor candidates as well as the written statements of the candidates that they accept the nomination and consider themselves qualified for the position.

Article 102 Election of directors and non-employee supervisors and assumption of office:

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	In the election and replacement of directors and non-employee supervisors,
	every director or non-employee supervisor candidate shall be voted on one by
	one. The number of candidates voted for by each shareholder may not exceed
	the number of directors or supervisors specified in the Articles of Association.
	If the number of candidates for directors and non-employee supervisors
	nominated under the Articles of Association is more than the number to be
	elected, competitive election shall be held and the candidates getting more
	votes shall be elected pursuant the Articles of Association.
	The period for the two written notices in respect of the permission of the
	nomination of director and non-employee supervisor candidates and the
	candidate's willingness to accept such nomination shall not be less than seven
	days. Such period shall, at the earliest, be counted since the written notice of
	the general meeting is given, and such period shall not end later than seven
	days prior to the date of convening the general meeting.
	Newly appointed directors and non-employee supervisors shall be elected by
	the general meeting, and shall hold office from the date when the CBIRC's
	approval is obtained until the expiration of the term of that session of the board
	of directors and board of supervisors.
Article 103	When the Company convenes the shareholders' general meeting, all directors,
	supervisors and the secretary to the board of directors shall attend the meeting,
	and CEO, President (COO) and other senior management shall attend the
	meeting and listen to the queries and suggestions of shareholders.
	The board of directors and the board of supervisors shall respond to or give
	explanation of the queries and suggestions from the shareholders. If the
	shareholders require a written response or explanation, the board of directors
	and the board of supervisors shall give a written response or explanation within
	10 days since the queries and suggestions are given.
Article 104	A shareholder (including his/her/its proxy) shall exercise his/her/its voting
	rights based on the number of voting shares he/she/it represents. Each share
	shall carry one vote. Shares held by the Company do not carry any voting
	rights, and such portion of shares shall not be counted into the total number of
	voting shares held by the shareholders who attend the general meeting.
	Where material issues which affect the interests of medium and small investors
	are considered at a general meeting, the votes of the medium and small
	investors shall be counted separately. The results of the separate vote counts
	shall be disclosed to the public in a timely manner.
	The board of directors of the Company, independent directors and shareholders
	who meet the relevant requirements can publicly solicit shareholders' voting
	rights, where sufficient disclosure of the information such as their voting
	intention shall be disclosed. Soliciting shareholders' voting rights by means of
	direct or indirect compensation is prohibited. The Company is prohibited from
	setting restrictions on the minimum shareholding ratio when soliciting
	shareholders' voting rights.

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Article 105 Shareholders attending the general meeting shall give one of the following opinions on the proposal submitted for voting: for, against or abstain, except for the declaration by securities registration and clearing institution as the nominal holder of stocks of stock connect mechanism between the PRC and Hong Kong stock markets, based on the actual holders' intentions.

The un-filled,wrongly-filled, illegible or un-voted votes shall be deemed as the voters' waiver of voting rights, and the voting by the shares held by them shall be counted as "abstain".

Article 106 Resolutions of the general meeting can be classified into ordinary resolutions and special resolutions.

Ordinary resolutions proposed by the general meeting shall be passed by a simple majority of the voting rights held by shareholders (including proxy) present at the general meeting.

Special resolutions proposed by the general meeting shall be passed by no less than two third of the voting rights held by shareholders (including proxy) present at the general meeting.

Article 107 The following matters shall be resolved by an ordinary resolution at a shareholders' general meeting:

1. The business objectives, development strategies and investment plans of the Company;
2. Work reports of the board of directors and the board of supervisors;
3. Annual report of the Company and audited annual financial statements;
4. Plans formulated by the board of directors for profit distribution and losses recovery;
5. Annual financial budget and final accounts of the Company;
6. Engagement, dismissal or non-renewal of engagement of accounting firms which would provide regular and statutory audit on the Company's financial report;

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1. Appointment or removal of the directors and non-employee supervisors, appointment of independent directors, and the emolument of the directors, non-employee supervisors and independent directors and the associated method of payment; and
2. Matters other than those required by the laws, rules, regulatory provisions, regulations of the securities regulatory authorities of the place where the Company's shares are listed or by the Articles of Association to be adopted by special resolution.

Article 108 The following matters shall be resolved by a special resolution at a shareholders' general meeting:

1. Increase or reduction of the Company's registered capital;
2. Issuance of securities such as bonds, repurchase or listing of shares by the Company;
3. The separation, merger, dissolution, liquidation and change of form of the Company;
4. Dismissal of an independent director;
5. Amendments to the Articles of Association, procedural rules of the shareholders' general meeting, the board of directors and the board of supervisors of the Company;
6. Involves in establishment of legal entities, material external investment, material asset disposals and write-offs, material asset pledge, etc.
7. The employee stock ownership scheme or stock incentive scheme;
8. Any other matters considered by the shareholders' general meeting, by way of an ordinary resolution, to be of a nature which may have a material impact on the company and should be adopted by a special resolution, and any other matters required by the laws, regulations, regulatory provisions, or regulatory requirement of the securities regulatory authorities of the place where the Company's shares are listed and the Articles of Association.

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Article 109	In the course of considering related party transactions in the general meeting,
	related shareholders shall not participate in the voting, and all the shares with
	voting rights represented by him/her/it shall not be counted into the total valid
	voting number. Announcement of resolutions of the general meeting shall fully
	disclose the voting of non-related shareholders.
	In addition, where any shareholder is, under applicable laws and regulations
	and the Hong Kong Listing Rules, required to abstain from voting on any
	particular resolution or restricted to voting only for or only against any
	particular resolution, the vote cast by or on behalf of such shareholder in
	contravention of such requirement or restriction shall not be counted.
Article 110	Directors or supervisors shall not be elected by way of cumulative voting
	system at the shareholders' general meeting.
Article 111	At any general meeting, shareholders shall vote by open ballot.
Article 112	A poll requested for the election of the chairman of the meeting or the
	suspension of the meeting, shall be taken forthwith. A poll requested for any
	other matters shall be taken at such time as the chairman of the meeting
	directs, and the meeting shall proceed to discuss other matters. The result of
	the poll shall be deemed to be a resolution of the meeting at which the poll
	was requested.
Article 113	On a poll taken at a meeting, a shareholder (including proxy) entitled to two or
	more votes need not cast all his votes in the same way.
Article 114	The general meeting shall vote on all proposals presented one by one. In the
	case where different proposals are made on the same matter, votes shall be
	casted in accordance with the time sequence of presenting the proposals.
	Unless the general meeting is suspended or fails to resolve due to exceptional
	reasons such as force majeure, the general meeting shall not postpone the
	proposals and shall vote on them.
Article 115	Any voting of any resolution shall be counted by at least two representatives of
	shareholders and one supervisor. The results of voting shall be announced by
	the vote counters on the spot and recorded.
	Any shareholder with interests in the matter under consideration and proxies of
	such member shall not participate in vote counting or scrutinizing. Other
	members may otherwise elect representatives of shareholders to participate in
	vote counting or scrutinizing.

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	When voting on any proposal at the general meetings, the lawyer,
	representatives of shareholders and representatives of supervisors shall
	together undertake the counting and scrutinizing of the votes, and announce
	the results of voting on the spot. The voting results of resolutions shall be
	recorded in the minutes of the meeting.
	Shareholders or their proxies of the listing company who vote via internet or
	other means shall be entitled to check the voting results via the voting system
	accordingly.
Article 116	The chairman of the meeting shall announce the on-site voting result at the
	meeting. The voting results of the resolutions shall be recorded in the minutes
	of the meeting.
	The chairman of the meeting in case of having any doubt on the voting result
	of any resolution may count the votes. If the chairman of the meeting does not
	count the votes and shareholders or their proxies oppose the results announced
	by the chairman, such shareholders or proxies are entitled to request a counting
	of the votes immediately after the announcement and the chairman shall count
	the votes immediately upon request.
	In case votes are counted in the general meeting, the results of vote counting
	shall be recorded at the minutes of the meeting.
Article 117	The Company shall report to the CBIRC with respect to the resolution passed
	at the general meeting within thirty days from the date of the resolution.
Article 118	The general meeting of the Company shall be convened in the address of the
	Company or venues designated in the notice of the general meeting.
	The general meeting shall be provided with meeting venue and convened in the
	form of on-spot meetings. No meeting shall be convened by way of
	communication voting in respect of any proposals which shall be passed by
	special resolutions on the general meeting. The Company would also make it
	convenient for shareholders to attend the general meeting by providing online
	access or other means acknowledged or required by securities regulatory
	authorities. Shareholders' attending the general meeting via such means as
	above are deemed to be present.
	In case the general meeting convened by the Company casts votes via internet,
	a safe, economical and convenient online voting system for the general
	meeting shall be provided to shareholders. Investors who have passed the
	identity verification of the internet voting system of the general meeting are
	confirmed of their duly valid identities as shareholders and possession of duly
	valid voting rights. In case the general meeting convened by the Company
	casts votes via other means acknowledged or required by securities regulatory
	authorities, identity of shareholders shall be confirmed in accordance with
	relevant rules of proceedings.

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Before the voting results are officially announced, the Company, vote counter, scrutineer, substantial shareholders, and the network service providers and other relevant parties involved in voting taking place onsite, via internet, or through other voting method shall be obliged to keep the voting results confidential.

Article 119 Minutes shall be kept for the general meeting, of which the secretary of the board of directors shall be in charge. Minutes of meeting shall contain as below:

1. Time, venue, agenda of the meeting, and the name of the convener;
2. Names of the chairman of the meeting, directors, supervisors, CEO, President (COO) and other members of senior management, who attend or observe the meeting;
3. Number of shareholders and proxies present at the meeting, total number of shares with voting rights held by them and the percentage of shares with voting rights held by them to the total number of shares in the Company;
4. Process of consideration for each motion, key points of speeches and voting results;
5. Shareholders' enquiries or suggestions and the responses or explanation;
6. Names of the lawyer, the vote counter and the scrutineer; and
7. Other matters which shall be recorded in the minutes required by laws, regulations, regulatory documents and these Articles.

Article 120 Any shareholder is entitled to look up copies of the minutes free of charge during office hours of the Company. Upon the request of any shareholder for a copy of the minutes in connection with the general meeting, the Company shall send the copy of the minutes within seven days upon receipt of reasonable payment.

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Article 121	If the Company convenes a general meeting, it shall engage a lawyer to issue
	legal opinion regarding the following issues which shall be announced:
	(1) Whether the convening and procedures of the general meeting are in
	compliance with the laws, administrative regulations and these Articles;
	(2) Whether the qualifications of the attendants and convener are legal and
	valid;
	(3) Whether the procedures and results of voting of the meeting are legal and
	valid; and
	(4) Legal opinions regarding other relevant issues upon the request of the
	Company.
Article 122	The convener shall ensure an uninterrupted general meeting until the final
	resolution is decided on. In the event that the general meeting is suspended or
	fails to decide on a resolution due to such special reasons as force majeure,
	necessary measures shall be taken to resume the meeting as soon as possible or
	close the meeting directly, and make an announcement in a timely manner.
	Meanwhile, the convener shall report to the local office of the CSRC and the
	stock exchange.
Article 123	The convener shall ensure that the contents of minutes of the meeting are
	authentic, accurate and complete. The directors, supervisors, secretary of the
	board of directors, convener or its representatives, and the chairman of the
	meeting shall sign in the minutes of the meeting. The minutes of the meeting
	should be preserved with the register for signing of shareholders present, the
	power of attorney of the proxies and valid materials on voting via internet and
	other means, and the preservation shall be permanent.
	Chapter 11 Special Procedures for Voting by Class Shareholders
Article 124	Shareholders holding different classes of shares are class shareholders.
	Class shareholders are entitled to the rights and shall take the obligations
	pursuant to laws, regulations, regulatory documents and these Articles.
	Any non-voting shares included in the share capital of the Company shall bear
	the wording "non-voting right" in their title.

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	If the share capital includes shares carrying different voting rights, any class of
	shares (except shares with the most privileged voting rights) included in the
	share capital shall bear the wording "restricted voting right" or "limited voting
	right" in their titles.
Article 125	If the Company proposes to modify or terminate the rights of a class of
	shareholders, it may do so only after such modification or termination has been
	approved by a special resolution of the shareholders' general meeting and a
	separate shareholders' general meeting convened by the affected shareholders
	of that class under the Articles 126 to 131.
Article 126	In the following conditions, rights of a class of shareholders shall be deemed to
	have been modified or terminated:
	(1)	An increase or decrease in the number of shares of such class or an
		increase or decrease in the number of shares of a class having voting
		rights, distribution rights or other privileges equal or superior to those of
		the shares of such class;
	(2)	Conversion of all or part of the shares of such class into shares of another
		class, conversion of all or part of the shares of another class into shares
		of such class or the grant of the right to such conversion;
	(3)	Cancellation or reduction of rights to accrued dividends or cumulative
		dividends attached to shares of such class;
	(4)	Reduction or cancellation of a dividend preference or property
		distribution preference during liquidation of the Company, attached to
		shares of such class;
	(5)	An addition, cancellation or reduction of share conversion rights, options,
		voting rights, transfer rights, preemptive rights or rights to acquire
		securities of the Company attached to shares of such class;
	(6)	Cancellation or reduction of rights to receive amounts payable by the
		Company in a particular currency attached to shares of such class;
	(7)	Creation of a new class of shares with voting rights, distribution rights or
		other privileges equal or superior to those of the shares of such class;

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1. Imposition of restrictions or addition of such restrictions on the transfer or ownership of shares of such class;
2. Issuance of rights to subscribe for shares of such class or other class, or rights to convert shares;
3. An addition of the rights and privileges of shares of other classes;
4. A restructuring scheme of the Company resulting in shareholders of different classes to bear liability not in proportion in the restructuring; or
5. An amendment or cancellation of the provisions of Chapter 10 of the Articles of Association "Special procedures for voting by class Shareholders".

Article 127 Shareholders of the affected class, having the right to vote at shareholders' general meetings or otherwise, shall nevertheless have the right to vote at class meetings in respect of matters concerning items (2) to (8), (11) and (12) of Article 126, but shareholder(s) with interests (as defined below) shall not be entitled to vote at meetings of shareholders of class shares.

A "shareholder with interests" in prior provision refers to:

1. A controlling shareholder as defined in Article 69 in the Articles of Association, in the case of a repurchase of shares by pro rata offers to all shareholders or by public dealing on a stock exchange pursuant to Article 29 of the Articles of Association;
2. A shareholder in connection with a proposed contract; in the case of repurchase of shares by off-market contract is achieved pursuant to Article 29 of the Articles of Association; or
3. A shareholder who bears less than a proportionate amount of obligations imposed on or whose interests diverge from those of the shareholders of that class, in the case of in a restructuring scheme of the Company.

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Article 128	Resolutions of meetings of class shareholders shall be adopted by votes
	representing two thirds or more of the voting rights of shares of that class
	which are entitled to vote and whose shareholder(s) present at the meeting in
	accordance with Article 127.
Article 129	Written notice of a class meeting shall be sent to inform all of the shareholders
	in the share register of the class of the matters to be considered, the date and
	venue of the class meeting in accordance with the provisions in the Articles of
	Association concerning the notice period of the general meeting.
Article 130	Notice of class meetings only needs to be served on shareholders entitled to
	vote thereat.
	Meetings of any class of shareholders shall be conducted in the manner as
	similar as possible to that of general meetings of shareholders. The provisions
	of the Articles of Association relating to the manner of conducting any
	shareholders' general meeting shall apply to any meeting of a class of
	shareholders.
Article 131	Shareholders of domestically-invested shares and overseas-listed foreign shares
	are deemed as shareholders of different classes.
	The special procedures for voting by a class of shareholders shall not apply to
	the following circumstances: (1) where upon the approval by a special
	resolution of shareholders in a general meeting, either separately or
	concurrently once every twelve months, the Company issues domestically-
	invested shares and overseas- listed foreign shares not more than 20% of each
	that has been issued; (2) where the Company's plan to issue domestically-
	invested shares and overseas-listed foreign shares at its establishment is carried
	out within fifteen (15) months as of the date of approval of the securities
	regulatory authorities subject to State Council; or (3) where shareholders of the
	domestically-invested shares of the Company may transfer to overseas
	investors, and such transferred shares may be listed or traded on an overseas
	stock exchange, subject to the approval of the Securities Authority under the
	State Council.

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	Chapter 12 Board of Directors
	Section 1 Directors
Article 132	Directors are elected by the shareholders' general meeting. Each director shall
	serve a term of 3 years and may be reelected at the expiration.
	The chairman of the board of directors shall be elected and removed by a
	majority of all of the Directors. Re-election is allowed.
	The positions of the chairman of the board of directors and president (COO) of
	the Company shall be separated.
	Directors of the Company shall be natural persons. Directors are not required
	to hold any shares of the Company.
Article 133	The CEO or other senior management may serve as the director concurrently,
	provided that the directors who act as CEO or other senior management
	concurrently and are representatives of employees shall not exceed one half of
	the total directors of the Company.
Article 134	The Company's directors, in case of natural persons, shall be of excellent
	conduct and reputation, and possess the expertise and working experience
	relevant to their duties, and meeting the requirements specified by laws and
	regulations and the CBIRC. A person in any of the situations under Article 146
	of the Company Law, Article 82 of the Insurance Law or any other relevant
	regulations shall not serve as a director of the Company.
	Any election of a director in violation of the preceding provision shall be
	deemed as null and void.
	If it occurs to a director during the term of office any of the situations stated in
	Article 146 of the Company Law, Article 82 of the Insurance Law or
	applicable regulatory stipulations, or breach of requirements in relation to
	director qualification or requirements under laws and regulations, regulatory
	provisions, such director shall vacate his/her office. The Nomination and
	Remuneration Committee shall propose the removal of the board of directors
	and the shareholders' general meetings shall remove such director from post.
Article 135	Shareholders that individually or jointly hold 5% or more of the total voting
	shares of the Company, or the Nomination and Remuneration Committee under
	the board of directors, shall have the right to nominate candidates for directors.
	In case the nomination of independent directors is otherwise provided by laws,
	regulations and regulatory documents, such provisions shall be followed. The
	number of candidates for directors that a nominating party proposes to
	nominate shall not exceed the number of directors proposed to be appointed.

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	The Nomination and Remuneration Committee under the board of directors
	shall review the candidates for directors pursuant to the laws, regulations,
	regulatory documents, regulatory requirements and the Articles of Association,
	and report its opinions to the board of directors.
Article 136	The appointment of directors shall be subject to the approval on the directors'
	qualifications from the CBIRC. If the director proposed to be appointed fails to
	obtain the approval on qualifications, the general meeting shall conduct re-
	election to fill the vacancy of the position.
	A director's term of office starts from the date of his/her inauguration and
	expires at the end of the term of the prevailing session of the board of
	directors. Prior to the expiration of a director's term of office, the general
	meeting shall not dismiss him/her without any reason.
	In circumstances provided by laws, regulations or the Articles of Association,
	the general meeting may remove any director whose term of office has not
	expired by an ordinary resolution, but such removal does not affect the rights
	of such director to make any claim under any contract.
Article 137	Directors shall comply with laws, regulations, regulatory documents and the
	Articles of Association, assume fiduciary duty to the Company, and shall not
	conduct as follows:
	(1) Enter into contracts or conduct transactions with the Company in breach
	of the provisions under this Articles of Association or in absence of
	approval of the general meeting;
	(2) Benefit his/her own or others from insider information;
	(3) Operate companies of the same nature as the Company on his/her own or
	for others, or engage in activities which impair the interests of the
	Company;
	(4) Use power to take bribes or illegal revenue of other kinds, or invade the
	properties of the Company;
	(5) Misappropriate or loan out the funds of the Company or provide
	guarantees for others with assets of the Company in violation of the
	Articles of Association or in absence of approval of the general meeting;
	(6) Use his/her own position to seek business opportunities which should
	have belonged to the Company for himself/herself or others in absence of
	approval of the general meeting;

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1. Receive commission for transactions between others and the Company as his/her own;
2. Deposit the funds of the Company into accounts in the name of his/her own or other individuals;
3. Disclose secret of the Company in absence of approval of the general meeting, unless in circumstances provided by law where such information may be disclosed to the court or other competent government authorities; or
4. Other conducts in violation of his/her fiduciary duty to the Company under laws, regulations, regulatory documents and the Articles of Association.

Any income arising out of the breach of the preceding provision by directors belongs to the Company. Any person who has caused the Company to incur losses should be liable for compensation accordingly.

Article 138 Directors shall comply with laws, regulations, regulatory documents and the Articles of Association, and shall assume duties of due diligence to the Company as below:

1. Treat all shareholders on a fair basis;
2. Perform duties with prudence, faith and diligence to ensure that the commercial activities of the Company are in compliance with laws, regulations and regulatory documents;
3. Review various business and financial reports of the Company diligently, pay continuous attention to the operation and management of the Company, and guarantee sufficient time to perform duties;

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(4) Exercise management and decision-making rights conferred by law at his own discretion and shall not be manipulated by others; in absence of permission by laws, regulations or regulatory documents or informed approvals of the shareholders' general meeting, shall not authorize any

	other person to exercise the management and decision-making rights;
	(5) Provide the board of supervisors with relevant information and material
	in an honest manner and shall not prevent the board of supervisors from
	exercising their functions and powers. Accept the legal supervision by,
	and reasonable suggestions from, the board of supervisors with respect to
	his/her performance of duties;
	(6) Review the matters to be resolved by the board of directors and cast
	votes independently at his/her prudent discretion;
	(7) Sign written confirmations to the regular reports of the Company. Ensure
	the authenticity, accuracy and completeness of the information in the
	statutory disclosure of the Company;
	(8) Attend the shareholders' general meeting as observer and give response
	to shareholders' inquiries upon request of the shareholders' general
	meeting; and
	(9) Other duties of due diligence as stipulated in laws, regulations, regulatory
	documents and the Articles of Association.
Article 139	The directors are entitled to the rights to know the affairs of the Company, to
	investigate the Company and shall timely access to the information of finance,
	internal control, compliance, risk management, use of insurance funds, actuary,
	audit and other operations of the Company.
	The Company shall set up a system to report information and serve the
	documents to the directors by means of the prescribed and within the time
	limit.
	The Company shall provide sufficient materials to the directors, enabling them
	to obtain sufficient knowledge of the operation and management conditions of
	the Company. The directors may request supplemental materials when they
	deem current materials are not insufficient. In general conditions, the Company
	shall provide the directors with supplemental materials within three (3) days
	after the directors propose such requirement.
Article 140	Personnel of the Company shall actively cooperate with the directors to
	exercise their rights, and shall not refuse, impede, conceal truth or intervene
	improperly.
	The directors shall promptly report to the CBIRC when they are confronted
	with impediments in performing their duties.

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Article 141	No director (including chairman of the board of the directors) may act on his/
	her own behalf to represent the Company or the board of directors if not duly
	authorized by the provisions of the Articles of Association or the board of
	directors. When acting on his/her own behalf, insofar as a third party would
	reasonably believe that such director is acting on behalf of the Company or the
	board of directors, the director shall state his/her position and identity in
	advance.
Article 142	A director shall be deemed as unable to perform his/her duties if failing to
	attend two consecutive board meetings in person without appointing of another
	director as proxy to attend the meetings on his behalf, or failing to perform
	other duties stipulated by laws, regulations, regulatory documents and the
	Articles of Association. The board of directors, the board of supervisors or the
	shareholders shall request the shareholders' general meeting to vacate him.
	A written prompt shall be sent by the board of directors to the director who
	fails to attend board meetings in person twice a year; and an independent
	director who receives such prompts twice during his term of office shall not
	serve consecutive terms.
	A director shall be deemed to attend in person when he attends by means
	specified in Article 172 of the Articles of Association.
Article 143	In compliance with the relevant laws, regulations and the Articles of
	Association, the shareholders individually or in aggregate holding ten
	percent (10%) or more of the Company's total shares entitled to vote for
	more than ninety (90) consecutive days or more (the "Proposing
	Shareholders"), the board of supervisors or independent directors may make
	a proposal on removal of directors.
	The shareholders or institutions that propose the removal shall notify the board
	of directors in writing. The written notice shall specify the name of the director
	proposed to be removed and the reasons for such proposal. Relevant proving
	documentations or materials may be attached if any.

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	The board of directors shall, within reasonable time upon the receipt of the
	written notice, pass the written notice to the Nomination and Remuneration
	Committee. The Nomination and Remuneration Committee shall, within
	reasonable time upon the receipt of written notice, issue its prudent opinion
	that it agrees or disagrees with the proposal, and submit it to the board of
	directors for review. After the review by the board of directors, the proposal
	shall be submitted to the general meeting for review.
	The removed director may make statement and averment to the board of
	directors and the shareholders' general meeting and shall be obliged to remind
	other directors and shareholders of any potential risk existing in the Company.
	When the shareholders' general meeting deems it necessary, the shareholders
	or shareholders' representatives may inquire the directors proposed to be
	removed and the directors shall provide response.
Article 144	In case that the number of members of the board of directors is lower than that
	provided in the Company Law or two thirds (2/3) of that provided in the
	Articles of Association due to resignation, removal, illness, disability, death or
	any other reasons that cause the directors unable to perform their duties during
	their tenure, the Company shall initiate the by-election procedures within five
	(5) working days and convene the shareholders' general meeting to elect a
	director within two (2) months. The new director's term of office shall be
	ended on the expiration date of the term of the then-current board of directors.
	A director may resign prior to the expiration of his term of office. The director
	intending to resign shall submit a resignation letter in writing to the board of
	directors and shall be obliged to explain certain aspects that merits the
	attention of other directors and shareholders in the resignation letter.
	A director's resignation shall come into effect since the date when his
	resignation report is served on the board of directors, provided, however, that
	if the resignation of a director results in the number of directors of the
	Company being lower than the statutory minimum of the Company Law or two
	thirds (2/3) of the number provided in the Articles of Association, the current
	director shall continue to perform his duties until the newly elected director
	assumes office.

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Article 145	In the event that the tenure of any director expires and re-election is not
	conducted in time, the existing directors shall continue to perform their duties
	in accordance with the laws, administrative regulations and provisions under
	the Articles of Association until the assumption of office of the next session of
	the board of directors.
Article 146	The submission of resignation letter or expiration of the director's term of
	office shall not release a director from his/her obligations to the Company and
	the shareholders before the resignation letter becomes effective or within a
	reasonable period after it has become effective, or within a reasonable period
	after the expiration of his term, and his/her duty of confidentiality in relation to
	the business secrets of the Company shall remain binding after the expiration
	of his term until such business secrets have been disclosed into the public. The
	effective period of other obligations shall be determined subject to the
	principle of fairness and the period of time elapsed between the expiration of
	the director's term and the occurrence of the event concerned, in addition to
	the circumstances and conditions under which the relationship between the
	director and the Company is terminated.
Article 147	Any director whose term of office has not expired shall be liable for the losses
	caused to the Company as a result of his/her absence from the office.
Article 148	The directors shall proactively attend the trainings organized by the Company
	and regulatory authorities in order to perpetuate their professional competence
	and capability essential to perform their duties.
Article 149	The Company shall set up the system on the assessment and evaluation of due
	diligence of directors. The board of directors shall make such assessment and
	evaluation on due diligence of directors and submit due diligence reports to the
	shareholders' general meeting and the board of supervisors each year, which
	shall be submitted to the CBIRC after the approval of the shareholders' general
	meeting.

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		Section 2 Board of Directors
Article 150	A Board of Directors shall be established by the Company and accountable to
	the shareholders' general meeting. The board of directors shall consist of
	fifteen (15) directors, of which two (2) executive directors, eight (8) non-
	executive directors and five (5) independent directors. The board of directors
	shall have one (1) chairman of the board of directors.
Article 151	In case that the board of directors may not be re-elected upon the expiration of
	its term of office due to the failure of shareholder's qualification to satisfy the
	requirement, equity transaction disputes or force majeure and other reasons, the
	secretary of the board of directors shall make a report to the CBIRC one (1)
	month prior to the expiration of term of office of the board of directors, which
	shall contain term of office of the board of directors and its members, reasons
	of inability to initiate the re-election procedure, plan of re-election and other
	matters of necessity to be explained.
Article 152	The board of directors is entitled to exercise the following powers:
	(1)	To convene shareholders' general meetings and to report on its work to
		shareholders' general meetings;
	(2)	To implement resolutions of shareholders' general meetings;
	(3)	To determine operation plans and investment schemes of the Company
		and to control and monitor the financial conditions and use of funds of
		the Company;
	(4)	To formulate development strategies;
	(5)	To formulate annual financial budget and final accounts;
	(6)	To formulate the profit distribution plans and plans for recovery of
		losses;
	(7)	To formulate proposals for increases or reductions of registered capital
		and the issuance of corporate bonds and other securities by the Company
		or the listing of the Company;

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1. To formulate plans of material acquisition by the Company, repurchase of the shares of the Company or merger, division; dissolution and changes of the form of the Company;
2. To decide on matters including external investments, disposition and write-offs of assets, acquisition of assets, external guarantees and external gifting to the extent of the authorization of shareholders' general meetings;
3. 1. Consider and approve external gifting with the accumulated amount for the year in total less than the sum of RMB20 million and 1% (inclusive) of the latest audited net profit attributable to shareholders of the Company, and less than RMB60 million;
   2. Consider and approve equity investments and disposals with the amount of each investment or disposal accounting for less than 3% (inclusive) of the latest audited total assets of the Company, and the accumulated amount of investments or disposals for the year accounting for less than 8% (inclusive) of the latest audited total assets of the Company;
   3. Consider and approve real property investments and disposals with the value of single asset accounting for less than 5% (inclusive) of the latest audited total assets of the Company, and the accumulated investment for the year accounting for less than 15% (inclusive) of the latest audited total assets of the Company;
   4. Consider and approve other assets acquisitions with the value of single asset accounting for less than 3% (inclusive) of the latest audited total assets of the Company, and the accumulated value of assets for the year accounting for less than 8% (inclusive) of the latest audited total assets of the Company; other assets disposals with the value of single asset accounting for less than 3% (inclusive) of the latest audited total assets of the Company, and the accumulated value of assets for the year accounting for less than 8% (inclusive) of the latest audited total assets of the Company;
   5. Consider and approve asset write-offs with the value of single asset less than RMB3,000 million (inclusive) and the accumulated value for the year less than RMB10,000 million (inclusive);

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1. Consider and approve other assets management matters, including (but not limited to) trading of negotiable securities and financial products (refer to the domestically issued financial products that meet regulatory requirements such as wealth management products of commercial banks, credit asset-backed securities of banking financial institutions, collective fund trust plans of trust companies, specific asset management plans of securities companies, infrastructure investment plans, real estate investment plans, and project asset support plans of insurance asset management companies, etc.);
2. Consider and approve overseas equity, real property investments and disposals, other assets acquisition, disposal and write-offs matters as well as other assets management matters which, pursuant to the provisions of the Interim Measures for the Administration of Overseas Investment with Insurance Funds issued by the CBIRC and its detailed rules for the implementation, fall within the authority and the corresponding investment threshold of item 2 to item 6 above;
3. Consider and approve guarantee provided for lawsuits incurred in the ordinary course of operation of the Company;

If there exist both book value and appraisal value of the above assets, the higher one shall prevail; the amount of above external gifting, investment, acquisitions disposals, write-offs and other amount, as well as total assets, net profit and other data are all from consolidated financial statements.

1. To decide on the establishment of internal management structure;
2. To formulate the basic management system of the Company including operating policies;
3. To regularly evaluate and improve corporate governance and to review the corporate governance report of the Company;

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1. To appoint or remove CEO, secretary of the board of directors and Auditing Officer and, in accordance with the nominations of the CEO, to appoint or remove the President (COO), Vice Presidents, CFO, Chief Risk Officer, Chief Actuary, Compliance Officer and other senior managers and to decide and implement the annual performance assessment, compensation, reward and penalty plans in respect of the aforesaid senior managers as the basis for their incentive, retention and replacement;
2. To consider and approve the candidates for the chairman of the board of directors, the chairman of the board of supervisors and presidents dispatched to important subsidiaries as specified in Article 191 hereof;
3. To establish board committees including but not limited to, the strategy committee, investment committee, audit and related party transaction control committee, nomination and remuneration committee, risk management and consumer rights protection committee based on need and regulatory requirements;
4. To formulate proposals for any amendment to the Articles of Association; propose to amend the rules of procedures for shareholders' general meetings and the rules of procedures for the board of directors; and consider and approve the rules of procedures of committees of the board of directors;
5. To propose to shareholders' general meetings of the engagement or change of an accounting firm which would provide regular and statutory audit on the Company's financial report, and to review reports of the external auditors, regularly or irregularly;
6. To review and approve the material related party transactions under the regulatory requirements of the CBIRC and other related party transactions of the Company as required by laws, regulations and regulatory documents and the Administrative Measures on Related Party Transactions of the Company;
7. To hear the work report of the EC and CEO and examine their work;

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1. To select an external auditor for auditing directors and senior management of the Company;
2. To manage the information disclosure, internal control and other matters of the Company;
3. To review and approve the overall risk management objective, risk preference, risk management policy, major risk solutions, the organizational structure and duties for risk management and other risk management matters of the Company;
4. To constantly monitor the solvency risk of the Company, supervise the management to manage and control the solvency risk effectively, and review the reports from the management on the solvency risk of the Company regularly;
5. To review and approve the report on the solvency of the Company;
6. To formulate the employee stock ownership scheme or stock incentive scheme;
7. To review and approve the overall objective and strategy for asset liability management of the Company, promoting communication and coordination between assets business and liabilities business of the Company, and to supervise the management team implementing relevant systems and policies;
8. 1. To review and approve the organization system, decision making system and relevant risk management policy of asset liability management and asset allocation;
   2. To review and approve assets allocation policies, including strategic allocation plans of assets and annual assets allocation plans, and the adjustment plans of assets allocation policies;

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1. 1. To focus on the impact on the asset liability matching from the business plans and overall budgets while reviewing and approving business plans and overall budgets;
   2. To review and approve the products which may cause a significant influence on asset liability matching, including but not limited to the products subject to the approval of the board of directors according to relevant requirement by CBIRC;
   3. To review and approve the annual report on asset liability management of the Company.
2. To exercise other functions and powers as conferred by laws, regulations, regulatory documents or the Articles of Association and by shareholders' general meetings.

The powers of the board of directors shall be exercised collectively by the board of directors. The statutory powers of the board of directors shall not be delegated to the chairman of the board of directors, any director or any other individual or institution. Where it is necessary to authorize any of the aforesaid persons or institutions to make a decision on a specific matter, it shall be done by means of resolution of the Board of Directors. The Board of Directors shall only authorize its power regarding once to a single specific matter, and shall not grant general power permanently to any other institution or individual.

Article 153 Prior to making decisions on the Company's major issues, the board of directors shall listen to the opinions of the Party Committee of the Company.

Article 154 The board of directors shall not, without the prior approval of shareholders' general meeting, dispose or agree to dispose, of any fixed assets of the Company of which the expected value in addition to that of the fixed assets that have been disposed within four (4) months immediately preceding the disposition proposal exceeds 33% of the value of the Company's fixed assets as shown in the latest balance sheet reviewed in the shareholders' general meeting.

For the purposes of the Articles of Association, a disposition of fixed assets includes certain transfer of interests in assets but does not include providing guarantee with fixed assets.

The validity of a disposition transaction by the Company of fixed assets shall not be affected by the violation of the first paragraph of Article 154.

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Article 155	The board of directors shall give an explanation to the shareholders' general
	meeting in respect of the explanatory statement of the financial statement of
	the Company and the audit report of the qualified opinion, disclaimer of
	opinion, adverse opinion issued by the certified accountants.
Article 156	The board of directors shall formulate its rules of procedure and submit them
	to the shareholders' general meeting for approval, so as to ensure that the
	board of directors operates in a highly effective manner and makes decisions in
	a reasonable way.
Article 157	The shareholders' general meeting shall determine the board of directors'
	authority to use funds and manage assets. The board of directors shall establish
	a strict system and procedure to review, approve and authorize, which shall be
	approved by the shareholders' general meeting.
Article 158	The chairman of the board of directors shall exercise the following functions
	and powers:
	(1) Presides over shareholders' general meetings;
	(2) Convenes and presides over meetings of the board of directors;
	(3) Examines the implementation of resolutions of the board of directors;
	(4) Signs Share certificates and bonds issued by us;
	(5) Guides the Company to formulate its development plan; and
	(6) Other powers authorized by the board of directors.
Article 159	When the chairman of the board of directors is unable to or fails to perform his
	duties, a director elected by no less than half of the directors shall perform the
	duties.
	When the CEO is unable or fails to perform his/her duties, a temporary person-
	in- charge designated by the board of directors shall exercise power on his/her
	behalf.
	When the chairman of the board of directors or the CEO is unable to or fails to
	perform their duties, at a result of which the Company's ordinary course of
	operation is affected, the Company shall elect a new chairman of the board of
	directors and engage a new CEO according to the provisions of the Articles of
	Association.

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Section 3 Procedures of Meetings of the Board of Directors

Article 160 The meetings of the board of directors are classified as regular meetings and extraordinary meetings. Regular meetings are convened four times a year, about once per quarter. The secretary of the board of directors may formulate the plans for the meetings of the board of directors for the next year in the fourth quarter every year, and notify directors, supervisors, members of senior management and other relevant personnel of such plans.

Article 161	Meetings of the board of directors shall be convened and presided over by the
	chairman	of	the	board of directors. In case of any	of the followings,	the
	chairman	of	the	board of directors shall convene	and preside over	the

extraordinary meetings of the board of directors within 10 days:

1. Whenever the chairman of the board of directors deems necessary or the CEO proposes;
2. When proposed by shareholders representing one tenth of voting rights or more;
3. When proposed by one third of directors or more;
4. When proposed by two independent directors or more;
5. When proposed by the board of supervisors; and
6. When proposed by the Party Committee.

The above proposers are concurrently entitled to the right of proposals to the board of directors, and shall submit the proposals in writing simultaneously as proposing an extraordinary meeting.

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Article 162	Apart from the proposals made by the chairman of the board of directors, the
	proposal on convening the extraordinary meetings of the board of directors
	shall specify the followings, and shall be, directly or via the secretary of the
	board of directors, delivered to the chairman of the board of directors in
	writing. The secretary of the board of directors shall pass such proposal to the
	chairman of the board of directors immediately upon the receipt:
	(1)	Name of the proposer;
	(2)	Reasons or the objective issues for the proposal;
	(3)	Time or duration, venue or form of the meeting proposed;
	(4)	Clear and specific proposals; and
	(5)	Means to contact the proposer and the date of proposal, etc.
Article 163	To convene a regular meeting of the board of directors, the secretary of the
	board of directors shall issue a notice in writing to all directors and supervisors
	fourteen (14) days prior to the convening of such meeting. The day on which
	the meeting is convened shall be excluded from calculating the starting period
	of the prior notice.

To convene an extraordinary meeting of the board of directors, the Company shall issue a notice in writing five (5) working days prior to the convening of such meeting. The written notice shall be reported to the CBIRC at the same time when the notice is sent. In case of an urgent meeting, it may be reported by telephone first. In case of an urgent meeting, the notice shall be sent by telephone, orally or in writing upon the consent of all directors.

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Article 164 The notice of the board meeting shall contain the following:

1. The convening date and venue of the meeting;
2. The duration of the meeting;
3. The issues, agenda, proposals and relevant materials (including proposers and proposing time) of the meeting;
4. The date of issuance of that notice;
5. Relevant explanation for and basis of convening the board meeting in the event that the meeting is not convened by the chairman; and
6. The name and contact information of the contact person for the meeting.

The notice of the board meeting shall provide sufficient materials, including relevant background materials about the proposals, information and data conducive to the directors' understanding of business progress of the Company.

The meeting notice may be sent to relevant non-voting attendees at the same time if necessary.

Article 165 In the event that the time, venue or other matters of the board meeting are changed or the proposals are added, changed or cancelled after the notice is sent, the secretary of the board of directors shall send the supplementary meeting notice in writing five (5) days before the meeting is convened, giving relevant explanations and contents about new proposals and supplementing relevant materials. In case where time is shorter than five (5) days, the meeting shall be postponed accordingly or convened when all of the directors grant exemption.

The supplementary notice shall be reported to the CBIRC in writing at the same time. In case of an urgent meeting, it may be reported by telephone first.

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Article 166	Proposals of the board of directors shall specify the matters to review and
	voted upon and such matters shall fall within the powers of the board of
	directors. Proposals shall include formal and extraordinary ones.
	Formal proposals refer to those that are identified to be agenda items before
	the convening of the meeting and served to the directors within a prescribed
	time limit. Extraordinary proposals refer to those that are not served to the
	directors within a prescribed time limit or made during the convening of the
	board meeting.
	During the period after the proposals are served to the directors but prior to the
	board meeting is convened, the directors deem the contents of the proposals
	unclear or unspecific, or relevant materials insufficient, they may request the
	proposers to provide supplemental information or further explanation directly
	or through the secretary of the board of directors.
Article 167	The directors may get to know the information necessary for decision-making
	from relevant persons or institutions including but not limited to the secretary
	of the board of directors, the convener, the managers of the Company, board
	committees, accounting firms and law firms prior to the meeting. The
	Company shall make it convenient to the directors and assist them in knowing
	relevant information. Relevant persons or institutions shall make it convenient
	to the directors in knowing relevant information.
Article 168	In principle, the meeting of the board of directors shall not resolve on a
	proposal not listed in the notice of the board meeting.
	When all directors of the Company unanimously agree to exempt the flaw in
	procedures due to a special reason of an extraordinary proposal made by an
	institution or individual qualified to propose, such extraordinary proposal can
	be reviewed and voted. Where a director attends the board meeting on behalf
	of any other director as a proxy, he shall not vote on proposals not included in
	the notice for the meeting on behalf of any other director.
Article 169	Meetings of the board of directors shall be held only if more than half (1/2) of
	the directors (including the director who appoints another director to attend the
	meeting on his/her behalf) are present.

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Resolutions of the board of directors shall be adopted by a majority vote of all directors. However, resolutions concerning the following issues shall be adopted by no less than two-thirds (2/3) of all the directors:

1. Plans of increase or reduction of the Company's register capital and other changes in equity;
2. Plans of the issuance of marketable securities such as bonds and listing of the Company;
3. Plans of dividend distribution and recovery of losses;
4. Plans of profit sharing;
5. Plans of merger, separation, dissolution, liquidation or change in legal form of the Company;
6. Plans of annual financial budgets and final accounts;
7. Plans of any repurchase of shares by the Company;
8. Plans of the amendments to the Articles of Association;
9. The employee stock ownership scheme or stock incentive scheme;
10. Other matters which the board of directors deems necessary to adopt by special resolutions; and
11. Other matters provided by laws, regulations and regulatory documents.

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Article 170	In case any director is related with the corporation concerned in the subject of
	resolution of the meeting of the board of directors, he/she shall not exercise
	his/her voting rights on such resolution, nor shall exercise the voting rights on
	behalf of other directors. Such meeting of the board of directors shall be held
	with more than half of those directors without any related relations, and the
	resolutions of the meeting of the board of directors shall be passed by two-
	thirds or more of those directors without any related relations. In case the
	number of directors without any related relations present at the board of
	directors is less than three, such matter shall be brought to the general meeting
	for consideration.
Article 171	Provided that full express of opinions of directors is guaranteed, an
	extraordinary board meeting may be conducted and adopt resolutions by
	correspondences, and the resolutions shall be signed by the directors attending
	the meeting.
	The meeting held by correspondence shall issue the notice of the meeting,
	specifying agenda items, proposals and voting method, etc. Any director that
	has confirmed receipt of the notice of the meeting but fails to submit any
	voting opinion by the expiration of such time limit shall be deemed to have
	waived his/her voting right at such meeting. At the expiry of the voting period
	by correspondence, if the number of valid votes agreed by the directors has
	reached the quorum for making a resolution, the proposal will become a valid
	resolution of the board of directors.
	The secretary of the board of directors shall, within three (3) days after the
	expiration of the time limit for voting, notify all the directors regarding the
	result of the voting by the correspondence in writing.
Article 172	The meeting of the board of directors held by means of video or telephone and
	others shall be deemed onsite when all participating directors can have instant
	communication and discussion.

When the meeting is convened onsite, the chairman shall announce the voting results on spot. The Company shall sign the resolutions in writing within five

1. working days after the end of the meeting. In case of any discrepancy between written resolution signed subsequently and voted at the meeting, the latter shall prevail.

When the meeting is convened by correspondence, the 'one vote for one matter' principle shall be adopted provided that full express of opinions of directors is guaranteed. The directors shall not be required to make only one vote upon multiple matters.

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Article 173	The meeting held by correspondence shall not vote on the proposals in regard
	to profit distribution plan, remuneration plan, material investment and asset
	disposition, appointment and removal of senior managers, examination of
	corporate governance report and other proposals concerning risk management
	of the Company. The scope can be clarified in the rules of procedures.
Article 174	Directors shall attend meetings of the board of directors in person. In the event
	a director is unable to attend a meeting for any reason, he/she may appoint
	another director to attend the meeting on his/her behalf in writing.
	The power of attorney shall specify the names of the appointing director and
	the proxy, matters represented by the power of attorney, limit of authority and
	term of validity and shall be signed or stamped by the appointing director.
	The director attending the meeting as proxy shall submit to the chairman of the
	meeting the written power of attorney before the convening of the meeting and
	exercise director's rights within the scope of authorization. One (1) director
	shall not accept the proxy by more than two (2) directors who would not attend
	the meeting in person. An independent director shall only appoint another
	independent director to attend the meeting on his/her behalf. A non-related
	director shall not appoint a related director to attend a meeting that review the
	matter on related party transactions.
	A director failing to attend the board meeting in person or by proxy shall be
	deemed as having waived his voting rights at such meeting and not be counted
	into the number of directors that shall attend the meeting. A director who leave
	before closing of the meeting and fail to authorize another director to vote on
	his behalf in writing shall be deemed as having waived his rights, but his
	voting which has already been made shall be valid.
	In principle, directors shall not attend the meeting with accompanying persons.
	If indeed necessary, accompanying persons shall be approved by all the
	participating directors and provide their ID certificates. The accompanying
	persons shall not give speech or inquiry, or vote on behalf of the directors.
	When the meeting reviews any matter involving the Company's business
	secret, the chairman of the meeting may request the accompanying persons to
	leave the venue at any time.

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	Resolutions of the board of directors shall be passed by open ballot or show of
	hands. When the meeting is convened by video, telephone or other means, the
	directors can vote by show of hands or orally. The voting on the resolutions of
	the board of directors shall comply with the principle of one person for one
	vote. Each director including the chairman shall have one vote only. The board
	of directors shall examine and vote upon the matters one by one.
Article 175	Upon occurrence of any situations below, the directors shall withdraw from
	voting upon relevant proposals:
	(1) As provided by laws, regulations and regulatory documents;
	(2) As deemed by the director himself and agreed unanimously by the other
	directors; or
	(3) As provided by the Articles of Association in regard to the director who
	is related with the matter or have material interests in the proposal.
	When a director withdraws from voting, the withdrawing director shall not be
	counted in the voting quorum. In the event that the withdrawal of the director
	results in the number of directors' actual voting below the minimum number of
	persons to adopt a valid resolution, the board of directors shall submit this
	proposal to the shareholders' general meeting to review. The board of directors
	shall explain of the conditions in the review of board meetings in the resolution
	submitted to shareholders' general meeting to review and record the opinions
	of directors that have no material interests therein.
Article 176	In case there is no less than half (1/2) of all the directors or no less than two
	(2) independent directors consider it impossible for them to make judgment on
	the matter for resolution due to unclear and unspecific items at the meeting or
	inadequate meeting materials, the chairman of the meeting may announce the
	suspension of the voting and specify the time for another submission of the
	item to review and conditions to be satisfied. When a proposal is not approved,
	the board of directors shall not review a proposal with the same content within
	one (1) month if relevant conditions and factors do not have material changes,
	unless that no less than one half (1/2) of all the directors deem it is necessary
	to review the proposal unanimously.

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Article 177	The secretary of the board of directors shall record the meeting of the board of
	directors. Directors attending the meeting shall sign in the minutes. In case a
	director has any different opinion about the minutes, he/she may give
	additional remarks upon signing. The board meeting minutes shall specify:
	(1)	The date, venue, means, convener and chairman of the meeting;
	(2)	The status of issuance of the notice for the meeting;
	(3)	The directors attending the meeting, being in the capacity of proxies or
		being absent, and non-voting attendees of the meetings;
	(4)	Agenda of the meeting;
	(5)	Key issues in directors' speech;
	(6)	The method and results of voting on each resolution (in addition to the
		number of votes for, against and abstention, the minute shall also identify
		the names of directors who vote against or abstain from voting);
	(7)	The opinions of non-voting supervisors; and
	(8)	Other information necessary for record.
Article 178	Directors shall sign on resolutions of the board of directors, and undertake the
	responsibilities for the resolutions of the board of directors. In case any
	resolution of the board of directors breaches laws, regulations, regulatory

documents or the Articles of Association, and cause severe loss of the Company, those directors voting for or abstain from voting for such resolution shall be held liable subject to the law, but those directors who have been proved as having expressed dissenting opinions on voting and such opinions are recorded in the minutes of the meeting may be exempt from liability.

When the resolutions of different board meetings make inconsistent resolutions on the same matter, the resolutions formed later shall prevail.

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Article 179	The Company shall prepare the archives of the board meeting that are kept by
	the secretary of the board of directors in accordance with the rules on the
	management of the Company's archives, including the notice of the meeting,
	the attendance register, the power of attorney documents, the meeting
	materials, the minutes signed and confirmed by the directors and relevant
	audio and video materials. The archives shall be kept by the Company
	permanently.
Article 180	The fees incurred from the directors' attendance of the board meetings
	including the traveling expenses from their locations to the venues and the
	boarding expenses during the meeting shall be on the account of the Company.
Article 181	The Company shall report to the CBIRC with respect to the resolution of each
	meeting of board of directors in writing and by email within thirty (30) days
	thereafter. The resolution shall contain:
	(1) The date, venue, means and chairman of the meeting of the board of
	directors;
	(2) The directors attending the meeting (including by proxies) or being
	absent, and non-voting attendees of the meetings; and
	(3) The method and result of voting on each resolution, including the names
	of directors who vote against or abstain from voting.
Article 182	In case the listing rules of the place where the shares of the Company are listed
	impose special disclosure requirements on the meeting of the board of
	directors, the relevant provisions under the relevant listing rules shall be
	followed. Prior to the disclosure of resolution announcement, directors
	attending the meeting, persons observing the meeting and the recording and
	servicing personnel are obligated to keep confidentiality of the contents of the
	resolutions.

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	Section 4 Committees under the Board of Directors
Article 183	The strategy committee, the investment committee, the audit and related party
	transaction control committee, the nomination and remuneration committee, the
	risk management and consumer rights protection committee are established
	under the board of directors. The board of directors may, in accordance with
	the needs of the Company or requirements of the regulatory authorities,
	establish other Board committees or adjust existing committees under the
	board. Committees under the board of directors shall be responsible for the
	board of directors and assist the board of directors in performing its duties, as
	authorized by the board of directors. Committees under the board of directors
	shall examine the relevant proposals and submit professional comments to the
	board of directors.
	The board of directors shall formulate the detailed rules of procedures for the
	committees under the board of directors separately.
Article 184	The strategy committee shall comprise of three or more directors, at least one
	of which shall be an independent director. The chairman of the committee shall
	be the chairman of the board of directors.
Article 185	The primary duties and responsibilities of the strategy committee are reviewing
	matters relating to development strategy and annual operation plans, increase
	or reduction plan of the registered capital, dividend distribution and loss
	recovery plans as well as plans of the amendments to the Articles of
	Association, and making recommendations to the board of directors. The
	specific duties and responsibilities shall be subject to the Terms of Reference
	of the Strategy Committee of the Board.
Article 186	The investment committee shall comprise of three or more directors, at least
	one of which shall be an independent director. The chairman of the committee
	shall possess relevant experience of asset liability management.
Article 187	The primary duties and responsibilities of the investment committee are
	reviewing matters relating to the overall objectives and strategies of assets and
	liabilities management, systems and policies of assets and liabilities
	management and assets allocation, use of insurance funds and asset
	management rules and guidelines as well as management method of use of
	insurance funds of the Company and making recommendations to the board of
	directors. The specific duties and responsibilities shall be subject to the Terms
	of Reference of the Investment Committee of the Board.

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Article 188	The audit and related party transaction control committee shall comprise of
	more than three non-executive directors, the majority of which shall be
	independent directors, and the chairman of the committee shall be an
	independent director. The members of the audit and related party transaction
	control committee shall in principle be independent from the daily operation
	and management issues of listed companies.
	Unless otherwise provided by the CBIRC, members of the audit and related
	party transaction control committee shall possess expertise in financial or legal
	area in line with his/her responsibilities, and at least one committee member
	shall be an independent director possessing the appropriate professional
	qualifications or appropriate accounting or relevant financial management
	expertise as required by Rule 3.10(2) of the Hong Kong Listing Rules.
Article 189	The primary duties and responsibilities of the audit and related party
	transaction control committee are assessing the effectiveness of risk
	management and internal control of the Company, guiding the internal audit
	work, reviewing the financial information of the Company and its disclosure,
	in charge of management, review, approval of related party transactions and
	controlling the risk of related party transactions, coordinating and managing
	the identification and maintenance of related party, related party transactions
	information disclosure, and making recommendations to the board of directors.
	The specific duties and responsibilities shall be subject to the Terms of
	Reference of the Audit and Related Party Transaction Control Committee of
	the Board.
Article 190	The nomination and remuneration committee shall comprise of more than three
	non-executive directors, of which, the majority shall be independent directors,
	and the chairman of the committee shall be acted by an independent director.
	The members of the committee shall be strongly competent in identifying
	talents, staff personnel and remuneration management, and shall have no less
	than five years of work experiences holding positions of leader or manger in
	enterprises, public institutions or state agencies.
Article 191	The primary duties and responsibilities of the nomination and remuneration
	committee are setting criteria and formulating plans for selecting the directors
	and members of senior management, conducting preliminary examination of
	the candidates for the directors, senior management and the chairman of the
	board of directors, the chairman of the board of supervisors, president of
	important subsidiaries (as decided by the board of directors via regular or
	irregular consideration), formulating evaluation plans and remuneration
	policies for the directors and members of the senior management of the
	Company, reviewing the overall human resources and remuneration strategies
	and basic policies (including those regarding the senior management), and
	making recommendations to the board of directors. The specific duties and
	responsibilities shall be subject to the Terms of Reference of the Nomination
	and Remuneration Committee of the Board.

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Article 192	The risk management and consumer rights protection committee shall comprise
	of more than three directors, of which at least one member shall be an
	independent director.
Article 193	The primary duties and responsibilities of the risk management and consumer
	rights protection committee are reviewing the overall objectives, fundamental
	policies and working systems of risk management and internal control,
	reviewing risk preference and tolerance, reviewing the structure and duties of
	the Company's risk management organization, assessing the effectiveness of its
	solvency risk management system under operation, reviewing risk assessment
	of major decisions and solutions of major risks of the Company, studying
	major issues and important policies regarding the protection of consumers'
	rights and interests, guiding and urging the establishment and improvement of
	the consumer rights protection management system, and making
	recommendations to the board of directors. The specific duties and
	responsibilities shall be subject to the Terms of Reference of the Risk
	Management and Consumer Rights Protection Committee of the Board.
	Section 5 Independent Directors
Article 194	Independent directors shall be nominated by means of the following:
	(1) The shareholders who individually or in aggregate hold no less than three
	percent (3%) of the shares of the Company nominates;
	(2) The nomination and remuneration committee under the board of directors
	nominates;
	(3) The board of supervisors nominates; or
	(4) Other means recognized by the CBIRC.
	Shareholders holding more than one third of shares of the Company and their
	related shareholders and persons acting in concert shall not nominate
	independent directors.
	The nomination and remuneration committee of the Board and the board of
	supervisors shall nominate independent directors by meeting resolutions.

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The nominator of the independent director candidates shall obtain the prior consent from the nominee. The nominator shall have detailed knowledge of the nominee's occupation, professional titles, education background, expertise, work experience, all concurrent posts, performance of duties as independent directors in the past and close relatives, main social connections, and shall issue the opinion regarding the nominee's independence and qualification in writing.

Independent directors shall be elected at shareholders' general meeting.

The independent director shall obtain the qualification approval of the CBIRC prior to the official commencement of his/her term of office. After the proposed independent director has been approved by the CBIRC, a statement regarding the proposed independent director shall be published through the media designated by the CBIRC and the official website of the Company, confirm his/her independence in writing to the Hong Kong Stock Exchange, make a statement regarding his independence and promise to undertake his due diligence and ensure sufficient time and energy to perform his duties. The Company shall file with the CBIRC in writing within ten business days after the issue of the statement for record, and attach a copy of the public statement.

Article 195 At least one of the independent directors of the Company shall possess the appropriate professional qualifications or appropriate accounting or relevant financial management expertise as required by Rule 3.10(2) of the Hong Kong Listing Rules.

Article 196 Independent directors shall be of high professional expertise and good reputation, in addition to complying with relevant laws, regulations, regulatory requirements and listing rules of the place where shares in the Company are listed and the requirements of the Articles of Association in respect of director's qualification, they shall also meet the following requirements:

1. Possessing an undergraduate education background or above, or a bachelor's degree or above;
2. Basic knowledge of the operation of a listed company, and be familiar with relevant laws, regulations, regulatory documents and rules;

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1. No less than five (5) years of work experience in the management, financial affairs, accounting, finance, insurance, actuary, investment, risk management, auditing, legal, or other areas which is necessary to perform the duties of an independent director;
2. Being independent as required by Article 197 of the Articles of Association;
3. Shall ensure sufficient time and energy to perform duties in an effective manner, and may act as an independent director in no more than four domestic and overseas companies at the same time;
4. Obtaining the qualification certificate of independent directors in accordance with the Guidelines on the Training of the Senior Management Personnel of Listed Companies of the CSRC and the relevant requirements. Where an independent director candidate fails to obtain the qualification certificate of independent directors required when nominated, he/she shall undertake in writing to participate in qualification training for independent directors as soon as possible and receive the qualification certificate of independent directors; and
5. Other conditions as provided by relevant laws, regulations, regulatory provisions, listing rules of the place where shares of the Company are listed and the Articles of Association.

Article 197 Independent directors shall possess independence. A person may not be an independent director of the Company in cases of any of the following circumstances:

1. Having directly or indirectly held over one percent (1%) of existing shares of the Company within the recent one (1) year, or being one of the top ten natural person shareholders of the listed company, or the immediate family member of such shareholder;
2. Working at the institution of the shareholder that holds five percent (5%) or more of the shares of the Company or any top ten (10) shareholder of the Company within the most recent three (3) years or is a close relative of such person, or their main social connections;

Shareholder(s) referred to in this item includes the shareholder's controlling shareholders at all levels retroacted level by level and their related parties, persons acting in concert and the shareholder's subsidiaries;

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	(3)	Working at the Company or its de facto controlling enterprises within the
		most recent three (3) years, or is a close relative of such person, or their
		main social connections;
	(4)	Providing auditing, actuary, legal and management consulting and other
		services for the Company and its controlling shareholders, their
		respective subsidiaries within the most recent two (2) years;
	(5)	Serving as the senior management, partner or controlling shareholder of
		the banking, legal, consulting, audit and other institution of business
		relationship with the Company and its controlling shareholder(s), their
		respective subsidiaries within the most recent two (2) years;
	(6)	Being the other persons who have material interests in the major business
		of the Company within the most recent one (1) year;
	(7)	Holding a position in other insurance institutions operating the same
		main business; or
	(8)	Being deemed as lack of independence by regulatory authorities, stock
		exchanges.
	Definitions of "close relative" and "main social connections" referred to in this
	Article are subject to relevant provisions of the CSRC and the CBIRC.
Article 198	An independent director's term of office is the same as other directors of the
	Company. An independent director may serve consecutive terms if reelected

upon expiration of his term of office, provided that he shall serve no more than six (6) years. An independent director who fails to attend five (5) or more meetings of the board of directors in person during one term of office shall not be reelected.

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Article 199	Where an independent director loses his independence and does not resign for
	it, or fails to perform duty of diligence or other situations that he is not suitable
	for being independent directors arise and he/she does not resign for it
	voluntarily, the shareholders, directors and supervisors shall submit a removal
	proposal and proven materials to the board of directors in writing. The board
	of directors shall consider the removal proposal and shall submit it to the
	shareholders' general meeting for consideration. The independent director to be
	dismissed may defend himself and make a statement to the board of directors.
Article 200	Where an independent director fails to attend three (3) consecutive meetings of
	the board of directors in person, the board of directors shall submit the
	proposal for the replacement of such independent director to the shareholders'
	general meeting. The Company shall convene a shareholders' general meeting
	to remove him and elect a new independent director within three (3) months.
	Except the aforesaid situations, negligence of duty and other circumstances
	where an independent director becomes inappropriate to the post, independent
	directors shall not be removed from office prior to the expiration of their terms
	of office for no reasons.
	The shareholders' general meeting shall decide upon the removal of an
	independent director and the Company shall notify of the reasons of the
	removal and his corresponding rights in writing to the independent director at
	least fifteen (15) days prior to the convening of the shareholders' general
	meeting. Approval of the resolution on the removal of an independent director
	at the general meeting shall be passed by votes representing two thirds (2/3)
	and more of the voting rights held by the shareholders present at the meeting.
	The independent director shall have the right to make averment and statement
	at the meeting before voting. The Company shall report to the CBIRC
	regarding the reasons of removal, the averment and statement of the
	independent director and other relevant information within five (5) working
	days after the resolution on removal is adopted.
	An independent director may resign prior to the expiration of his/her term of
	office. To resign from office, the independent director shall submit a
	resignation report in writing to the board of directors together with an
	explanation in writing specifying any matters in connection with his
	resignation and any situation in need of reminding the Company's
	shareholders, the board of directors, insurance consumers and creditors. The
	Company shall make a report in writing to the CBIRC within five (5) working
	days after receiving the resignation letter from the independent director.

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	When an independent director's resignation causes the proportion of
	independent directors in the Company's board of directors or committees of
	the board of directors less than the minimum requirement specified in the
	Articles of Association, the Company shall supplement independent directors
	pursuant to relevant regulations and notify the CBIRC, Shanghai Stock
	Exchange and the Hong Kong Stock Exchange, make announcement and
	engage independent directors. The independent director shall continue to
	perform his/her duties prior to the term of office of a new independent director,
	his/her resignation shall become effective only after the vacancy is filled by the
	successive independent director, except that the independent director resigns or
	is dismissed due to loss of independence.
	When an independent director resigns, or is dismissed or deprived of eligibility
	by the CBIRC, the Company shall convene a shareholders' general meeting to
	elect a new independent director within three (3) months since the receipt of
	resignation report or the date of dismissal or deprivation of eligibility.
Article 201	Independent directors may, apart from the functions and powers of directors as
	conferred by the laws, regulations and these Articles, exercise the following
	special functions and powers:
	(1) Independent directors may, prior to making any judgment, if more than
	two independent directors think it is necessary, engage intermediate
	institutions to issue independent financial advisory report serving as the
	basis of their judgments in case of any material related party transactions
	in accordance with the relevant laws, regulations, regulatory documents,
	the provisions and material related party transactions of Administrative
	Measures on Related Party Transactions of New China Life Insurance
	Company Ltd. and any related party transactions required to be
	considered by the board of directors shall, upon the review of its
	fairness, internal review and execution and impact on the interest of the
	insured by independent directors, be submitted to the board of directors
	for discussion; If any problem occurs in relation to related party
	transactions required to be considered, independent directors shall issue
	the opinion in writing;
	(2) More than half of but not less than two independent directors shall
	propose to the board of directors to engage or dismiss accounting firms;

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	(3)	More than half of but not less than two independent directors shall
		propose to the board of directors in convening an extraordinary
		shareholders' general meeting;
	(4)	More than two independent directors propose in convening a meeting of
		the board of directors;
	(5)	Independently retaining an external auditor and consultancy institution at
		the expenses of the Company;
	(6)	More than half of but not less than two independent directors shall
		collect voting rights openly from members before a general meeting is
		held;
	(7)	Other matters as provided by the laws, regulations, regulatory provisions,
		standardization documents and the Articles of Association.
	When an independent director deems it is insufficient to make decision based
	on the existing materials, he shall request for more information from the
	Company. In general, the Company shall provide supplemental materials
	within three (3) days after it receives the request on additional materials. When
	two (2) or more independent directors deem it is still insufficient to make
	decision based on supplemental materials, they may jointly request for a time
	extension to review relevant proposals or postpone the board meeting which
	board of directors shall accept.
Article 202	Independent directors shall, apart from performing the duties as above, perform
	all duties as required by Rule A.5.2 in Appendix 14 of the Hong Kong Listing
	Rules, and shall deliver independent opinions on objective and fair basis on the
	matters discussed by general meeting or board meeting of the Company,
	especially the following matters and express their independent opinions to the
	board of directors or the general meeting:
	(1)	Nomination, appointment or removal of directors;
	(2)	Appointment or dismissal of senior managers of the Headquarters;
	(3)	Remuneration or incentive measures of directors and senior managers of
		the Headquarters;

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1. Material related party transactions provided by the CBIRC and other related party transactions which independent directors shall issue their opinions pursuant to laws, regulations, regulatory provisions and regulatory documents;
2. Profit distribution plan;
3. Investment, lease, assets transaction, guarantee and other material transactions which are not specified in the operation plan;
4. Other matters that may significantly affect the Company, the insured or the rights and interests of minority shareholders;
5. When the Company undertake material assets reorganization, if such material assets reorganization constitute a related party transaction, the independent director may engage an independent financial advisor to give opinions regarding the impacts of such transaction on non-related shareholders;
6. Appointing the accounting firm who provides auditing services for financial statements or internal control of the Company;
7. Other matters as provided by the laws, regulations, regulatory provisions, standardization documents and these Articles of the Company.

Independent directors shall, with regard to the above matters, issue one of the following types of opinions: consent; reservation and the reasons therein; objection and the reason therein; inability to opinion and the impediment.

Where any independent director abstains from voting of or votes against the above matters, or he/she/it holds the view that he/she/it is impeded from giving any opinion, he/she/it shall submit a written report to the Company and report to the CBIRC.

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Article 203	Independent directors shall perform their duties with bona fide, due diligence
	and independence pursuant to relevant laws, regulations, regulatory provisions,
	listing rules of the place where shares in the Company are listed and the
	Articles of Association, and enforce protection of the legitimate rights of the
	Company, insurance consumers and minority shareholders from being affected
	by the substantial shareholder, de facto controller, management or other
	institutions or individuals with material interests in the Company.
Article 204	Independent directors shall comply with the "Model Code" in Appendix 10 of
	the Hong Kong Listing Rules.
Article 205	Each independent director shall independently submit a due diligence report to
	the shareholders' general meeting every year, and the Company shall submit
	the independent directors' due diligence reports to the CBIRC to record.
Article 206	The Company shall establish an evaluation and assessment mechanism for
	independent directors and the indicators for assessing an independent director's
	shall performance include: degree of faith and diligence, number of board
	meetings attending in person, participation in previous board meetings,
	opinions delivered by the independent director and implementation of such
	opinions by the board of directors, etc.
	The results of the annual and term-of-office assessment of an independent
	director constitute the basis for his retention or replacement. The board of
	directors shall report the evaluation and assessment results to the CBIRC to
	record.
Article 207	The Company shall provide working conditions necessary for independent
	directors to perform their duties. Appropriate allowance shall be given to
	independent directors by the Company. The board of directors shall formulate
	the plan for the independent directors' allowance standard, which shall be
	submitted to the shareholders' general meeting for consideration and approval
	and be disclosed in the annual report of the Company. The allowance plan
	shall take into full account the duty of performance and annual assessment
	results of duty of performance of independent directors. Apart from such
	allowance, an independent director may not obtain any other exceptional or
	non-disclosed benefits from the Company and its major shareholders or any
	interested entity and person.
	The Company may build a directorship professional insurance system when
	necessary to protect the duty of performance by the independent directors
	objectively and share risks accordingly.

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		Section 6 Secretary of the Board of Directors
Article 208	The board of directors shall appoint a secretary of the board of directors. The
	secretary of the board is a senior manager of the Company and shall be
	accountable to the Company and the board of directors.
Article 209	The secretary of the board of directors shall be nominated by the chairman of
	board and appointed or removed by the board of directors. The secretary of the
	board of directors shall possess the following qualifications:
	(1)	A Bachelor or higher degrees and no less than five (5) years of work
		experiences appropriate to performing the duties;
	(2)	Certain knowledge in accounting, tax, law, finance, business
		management, computer application and other aspects, with personal
		integrity and professional ethics, strict compliance with relevant laws and
		regulations, and faithful performance of duties;
	(3)	Provisions of Article 134 of the Articles of Association with respect to
		disqualified directors of the Company are applicable to the secretary of
		the board of directors; and
	(4)	Other conditions as provided by laws, regulations and regulatory
		documents.

Prior to the holding of office of the secretary of the board of directors, approval of the CBIRC on his/her qualifications shall be obtained.

Except the chairman of the board of directors, chief executive officer and the president (COO), directors or senior managers may serve as the secretary of the board of directors concurrently.

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Article 210 The secretary of the board of directors is primarily responsible for the preparation of shareholders' general meetings and meetings of the board of directors of the Company, recordkeeping and management of shareholders' information of the Company, and handling information disclosure, and its primary duties are:

1. Preparing the shareholders' general meetings and meetings of the board of directors in accordance with due procedures and requirement of the chairman of the board of directors;
2. Preparing and keep the archives of the shareholders' general meetings and meetings of the board of directors and materials and documents of other meetings, keep the registers and materials relating to the Company's shareholders, directors, supervisors and senior managers;
3. Reporting the notices, resolutions of the shareholders' general meetings and meetings of the board of directors and various reports to the CBIRC according to the requirements of regulatory authorities;
4. Assisting members, directors and supervisors in exercising their rights and performing their duties pursuant to laws, regulations, regulatory documents, the Articles of Association and other relevant provisions;
5. Assisting the directors in handling daily works of the board of directors, provide the directors with, remind them of and ensure their knowledge of relevant regulations, policies and requirements of regulatory authorities on the operation of the company;
6. In charge of the Company's matters on information disclosure and investor relation management, coordinating public relations, ensuring that information disclosure of the Company is timely, accurate, legal, authentic and complete;
7. Assisting the Company's chairman in drafting corporate governance report;

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(8) Reporting the conflicts and problems with respect to the Company's governance structure in accordance with the requirements of regulatory

	authorities;
	(9) Organizing trainings for the directors and other relevant persons in
	accordance with the requirements of regulatory authorities; and
	(10) Other powers authorized by the shareholders' general meeting and the
	board of directors.
Article 211	Prior to the leave of office, the secretary of the board of directors shall accept
	the examination by the board of directors and hand over relevant archives,
	ongoing affairs and other remaining issues completely.
Article 212	The accountant of the accounting firm employed by the Company shall not act
	as the secretary of the board of directors of the Company concurrently.
	When the secretary of the board of directors of the Company is acted by a
	director concurrently, an action that shall be performed by a director and the
	secretary of the board of directors of the Company separately shall not be
	made by the concurrent director and secretary of the board of directors of the
	Company in his/her dual status.
	Chapter 13 The Management of the Company
Article 213	The EC is comprised of the CEO, the President (COO), the Vice President, the
	Assistant to the President of the Company, as well as such other officers as
	authorized by the board of directors, provided that such staff members of the
	EC shall have obtained and maintain their respective qualifications as approved
	by the CBIRC.

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Article 214 The responsibilities of the EC shall mainly include the following duties:

1. To transmit the instructions of the meetings of the board of directors, and carry out and implement the specific tasks and measures of the resolutions of the board of directors;
2. To implement the plans in connection with material mergers and acquisitions, equity and real property investments and financings, and assets disposals, subject to the authorization by the board of directors or in accordance with resolutions of the board of directors, and report to the board of directors;
3. To study on the material decisions of the Company on its operations, which include the matters on the development strategy, operation principle, material asset acquisitions and investments, as well as appointment of key personnel, and provide advice to the board of directors;
4. To study on the plans of incorporations of subsidiaries, material management system and policies of subsidiaries, and proposed selection for assignment to subsidiaries, and hear the work report by assigned personnel;
5. To monitor the regular material operations and activities, and hear the work report by the officers in connection with regular material operations of the Company;
6. To arrange and implement the solvency risk management, establish the organizational structure for solvency risk management, formulate and implement the policies and procedures for solvency risk management, assess the solvency risk status on a regular basis, formulate the solvency risk solutions, prepare the solvency reports, arrange the development and application of the risk management information system, and perform other duties authorized by the board of directors in respect of risk management;
7. To hear regulatory opinions of the relevant regulators on the Company, and figure out the rectification measures;

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	(8)	To review and evaluate the corporate governance structure so as to
		ensure that the financial reporting, significant event reporting system and
		internal control of the Company meet the standards for corporate
		governance;
	(9)	To decide candidates of the senior management other than the directors
		(excluding the chairman of the board of directors), supervisors (excluding
		the chairman of the board of supervisors) and the president of important
		subsidiaries as specified in Article 191 of the Articles of Association, and
		the candidates for directors (including the chairman of the board of
		directors), supervisors (including the chairman of the board of
		supervisors), the president and other senior management of other
		subsidiaries other than those of important subsidiaries;
	(10)	Such other functions and authorities of the EC as authorized by the board
		of directors through authorization plans or special resolutions.
Article 215	In order to regulate the operation of the EC, the Company shall formulate the
	Working Rules of EC which will take effect as approved by the Board.
Article 216	The Company has one CEO, appointed or removed by the Board. As approved
	by the board of directors of the Company, the chairman of the board of
	directors may serve as the Chairman of the Committee, namely the CEO.
Article 217	The CEO is accountable to the board of directors, exercising the following
	functions:
	(1)	To direct the operations and management of the Company, arrange and
		implement the decisions, resolutions, principles, policies of the board of
		directors and the development plan of the Company, and report to the
		board of directors;
	(2)	To organize the formulation of, and implement the development plan, the
		annual plan, the budget and the investment plan of the Company;
	(3)	To organize the formulation of the plan of the internal management
		structure of the Company;
	(4)	To organize the formulation of the operation and management system of
		the Company;

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1. To draft the annual work report and other reports submitted to the Board;
2. To nominate for appointment or propose removal of the President (COO), the Vice President, Assistant of the President, the financial principal, the Chief Actuary and other staff members of the EC;
3. To appoint or remove officers of the Company, department-level general managers, deputy general managers, general manager assistants, experts of the Headquarters, the staff members of the management caliber of branches and the principals of other direct subordinate entities of the Company, and to determine the remuneration plans of such personnel;
4. To propose to convene a temporary meeting of the board of directors;
5. Such other duties mandated and assigned by the Articles of Association and the board of directors of the Company.

Article 218 A COO shall be established by the Company and the COO shall be the same person as the President.

Article 219 The COO is accountable to the CEO, exercising the following functions:

1. To assist the CEO with a variety of work, and implement the annual plan and execute the daily operation and management of the Company;
2. To coordinate the internal and external relationships of the Company;
3. To assist the CEO in drafting the development plan, the operation plan, the budget and the investment plan of the Company;

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1. To assist the CEO in organizing the drafting of the operation and management system of the Company;
2. To coordinate the operation among departments of the Company;
3. To review and approve various expenditures of the Company within the budget;
4. To appoint and remove the senior managers and other low-grade staff of the Headquarters;
5. To explore the business of the Company and carry out staff trainings; and
6. Such other duties as mandated by the CEO.

Article 220 The financial principal shall perform the following duties:

1. To be responsible for accounting calculation and the preparation of financial reports, the establishment and maintenance of the internal control system in relation to financial reporting, and to be responsible for the accuracy of the financial and accounting information;
2. To be responsible for financial management, including budget management, cost control, capital adjustments, profits allocation and evaluation of operational performance;
3. To be responsible for or participate in risk management and solvency management;
4. To participate in significant operation and management activities, such as strategic planning;
5. To review and execute relevant data and reports to be disclosed externally in accordance with the laws, administrative regulations and relevant regulatory requirements;

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1. Any other duties which are required to be performed according to the requirements of the CBIRC and other laws.

Article 221 The Chief Actuary shall perform the following duties:

1. To analyze and research experience data, participate in the formulation of development strategies for insurance products, work out premium rates of insurance products, and review insurance product materials;
2. To be responsible for or involved in solvency management;
3. To formulate or participate in the formulation of reinsurance system; to review or participate in the review of reinsurance plans;
4. To assess various reserves and relevant liabilities; to participate in budget management;
5. To participate in the formulation of shareholder dividend distribution system; to formulate dividend distribution scheme relevant to insurance products, such as participating insurance;
6. To participate in assets and liabilities allocation management; to be involved in deciding investment priorities or drawing up assets allocation guidelines;
7. To participate in the formulation of operation rules and payment system for agency service fee, such as commission and brokerage expenses;

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1. To review and sign relevant data and reports for disclosure pursuant to provisions specified by the CBIRC and relevant state departments;
2. To review and sign actuarial reports, embedded value reports and other relevant documents as required by the CBIRC;
3. To report major potential risks to the Company and the CBIRC pursuant
   to provisions of the Administrative Measures for Chief Actuaries of Insurance Companies 《( 保險公司總精算師管理辦法》);
4. Any other duties which are required to be performed according to the requirements of the CBIRC and the Articles of Association.

Article 222 The Compliance Officer shall perform the following duties:

1. To be fully responsible for the compliance management of the Company and leading compliance management departments;
2. To formulate and revise the compliance policies of the Company; to formulate the annual compliance management plan of the Company and submit to the CEO for approval;
3. To implement compliance policies considered and approved by the board of directors;
4. To make recommendations regarding measures for improving the Company's compliance to CEO, the board of directors or other authorized committees under the board of directors, and timely report material non- compliance activities of the Company and the senior management;
5. To review compliance documents, such as compliance reports, prepared by the compliance management departments;
6. Other compliance duties as required by the Articles of Association or determined by the board of directors.

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