Major Shareholder:

• China Life Insurance (Group) Company ¡V 75.0% interest

Company Subsidiaries:

• China Life Insurance Management Co Ltd (60.4%): Engaged in life insurance asset management
• Transferred Life Insurance Business Co (100.0%) Engaged in the transferred life insurance business

The Group is the leading life insurance Company in China. The Group sell the products through the most extensive distribution network of exclusive agents, direct sales representatives and dedicated and non-dedicated agencies throughout China. The Group owned more than 44 million individual and group life insurance policies, annuity contracts and long-term health insurance policies in force as of June 30, 2003. The Group also offers accident and short-term health insurance policies to individuals and groups.

The Group is ranked number one in life insurance in China, with a market share of 45% in 2002, determined on a pro forma basis after giving effect to the Restructuring. The Group is:

• The leading provider of individual life insurance and annuity products, with a market share of 51% in 2002, nearly three times that of the nearest competitor.

• A leading provider of group life insurance and annuity products, with a market share of 18% in 2002. The Group insure the employees of many of China's largest companies and institutions, including many of the Fortune Global 500 companies operating in China

• The leading accident insurance provider, with a market share of 69% in 2002, and a leading health insurance provider, with a market share of 34% in 2002 in this fast growing market.

• One of the largest asset managers and institutional investors, with investment assets of RMB212,452 million, after giving effect to the Restructuring, and, together with CLIC's investment assets, of RMB335,840 million as of June 30, 2003. Through the AMC, following the Restructuring, we are managing our investment assets and substantially all of those of CLIC. These assets under management accounted for more than one-half of all assets under management held by Chinese life insurance companies in 2002.

As the leading provider of life insurance, accident insurance and health insurance products in China, the Group believes that the competitive strengths will be benefited from the increasing demand for these products. The competitive strengths include:

• Leading position in the life insurance market in China. The Group is the leading life insurance Company in China, with a market share of 45% in 2002. Among China's 31 provinces, autonomous regions and municipalities nationwide, the Group were the market leader in 29 in 2002.

• Largest customer base nationwide. The Group is the only life insurance company in China with both a nationwide business license and a nationwide distribution network. The Group believes the Group is the largest customer base among all life insurance companies in China.

• Most recognized life insurance brand name. The Group believes the history as the oldest and largest life insurance business in China, our leading market share and our nationwide customer base have given the highest brand recognition of any life insurance company in China.

• Largest, multi-channel distribution network. The Group believes the Group have the largest distribution force with the most extensive geographic reach as compared to any of the competitors. Throughout China, the Group own approximately 650,000 exclusive agents operating in approximately 8,000 field offices for the individual products and approximately 10,000 direct sales representatives in more than 4,000 branch offices for group products.

• Nationwide customer support. The Group believes it is the most extensive customer service network in the Chinese life insurance industry, with approximately 3,000 customer service units operating in branch and field offices throughout China.

• Leading asset manager. Assets under the management accounted for more than one-half of all investment assets under management by Chinese life insurance companies in 2002 based on CIRC data, making us one of the largest institutional investors in China in terms of assets under management.

• Strong financial position. As of June 30, 2003, on a pro forma basis after giving effect to the Restructuring, the Group had total net assets of RMB36,182 million and the solvency level was approximately 2.8 times the minimum regulatory requirement. On a pro forma basis after giving effect to the Restructuring, the Group had a net profit of RMB3,128 million for the six months ended June 30, 2003 and a net profit of RMB4,524 million in 2002.

• Experienced management team. The management team has in-depth industry knowledge and extensive managerial experience in life insurance, finance and asset management.

• The growth is dependent on the ability to attract and retain productive agents;
• If the Group unable to develop other distribution channels for the products, the growth may be materially and adversely affected;
• Agent and employee misconduct is difficult to detect and deter and could harm the reputation or lead to regulatory sanctions or litigation costs;
• The business is dependent on the ability to attract and retain key personnel, including senior management, underwriting personnel, actuaries, information technology specialists, investment managers and other professionals;
• Expose to interests rate risks;
• Difference in future actual claims results from the assumption used in pricing and establishing reserves for the insurance and annuity products may materially and adversely affect the earnings;
• Our risk management and internal reporting systems, policies and procedures may leave the group exposed to unidentified or unanticipated risks, which could materially and adversely affect the businesses or result in losses;

The goal is to build on the position as China's leading Life Insurance Company and become one of the top life insurance companies worldwide. The objectives are to achieve sustainable growth of the businesses and to create long-term shareholder value. To achieve these objectives, the Group intends to capitalize on the leading position in China's life insurance market.

The Group intends to pursue the following business strategies:

• Capitalize on the market leading position and capture the high growth opportunities in the Chinese life insurance market. The Group intend to capitalize on the market leading position in the Chinese life insurance market by pursuing the following growth strategies in the individual, group and accident and health insurance segments:

• Capitalize on the existing customer base and provide products and services tailored to specific customer groups. As the leading provider in China's life insurance market, the Group have a broader customer base than any of the competitors. The Group intends to capitalize on the relationship with the existing customers by offering value-added products and services that meet their specific requirements and providing the highest level of customer support in China.

• Enhance the productivity of the core distribution channels and expand the multi-channel distribution network. The Group intend to implement the following measures to further enhance the productivity of the core distribution channels and broaden the reach of the multi-channel distribution network:

• Build on the widely recognized brand name. The Group will continue to build on China Life's reputation as a provider of comprehensive and competitive products and solutions and of reliable and convenient services.

• Build on the competitive product design capabilities to meet changing customer needs. The Group will seek to develop products and services, which meet the requirements of specific customer groups and generate attractive margins.

• Build on the asset management strength. The Group will seek to improve the technological and managerial skills and enhance the ability to match the duration of the assets and liabilities with a view to reducing risk and improving profitability.

The net proceeds from the Placing, after deducting the related expenses, are estimated to amount to approximately HK$18,418 million (based on the offer price HK$3.28 per share). The Group at present intends to apply the net proceeds as follows:

All of the net proceeds the Group receives from the Global Offering will be applied to increase the level of paid in capital and further strengthen the solvency level. All these proceeds will be invested in accordance with the regulations of the relevant regulatory authorities and the investment policy.