Laws of the People's Republic of China

The Measures for the Administration of the Investment into Overseas Insurance Enterprises by Non-insurance Institutions have been deliberated and adopted by the chairmen's executive meeting of China Insurance Regulatory Commission on March 13, 2006. They are hereby promulgated and shall enter into force as of September 1, 2006. Chairman Wu Dingfu

July 31, 2006

Measures for the Administration of the Investment into Overseas Insurance Enterprises by Non-insurance Institutions

Article 1

In order to promote the healthy development of the insurance industry and strengthen the supervision and control over the investment into overseas insurance enterprises by non-insurance institutions, the present Measures are formulated in accordance with the Decision of the State Council concerning Establishing Administrative License for the Administrative Examination and Approval Items that Really Need to Be Preserved and the Circular of the General Office of the State Council concerning Printing and Distributing the Provisions on Main Functions, Interior Institutions and Staffing of China Insurance Regulatory Commission.

Article 2

The term "non-insurance institutions" as mentioned herein refers to the enterprises established within China other than insurance companies and insurance asset management companies.

The term "overseas insurance enterprises" as mentioned herein refers to the insurance companies, insurance agencies, insurance brokerage institutions and insurance assessment institutions which are established abroad.

The term "overseas investment" as mentioned herein refers to such an activity whereby a non-insurance institution establishes an overseas insurance enterprise or acquires 20% or more shares of an overseas insurance enterprise.

Article 3

China Insurance Regulatory Commission (hereinafter referred to as the CIRC) shall, according to the authorization of the State Council, conduct supervision and control over the investment into overseas insurance enterprises by non-insurance institutions.

Article 4

If a non-insurance institution invests in an overseas insurance enterprise, it shall meet the requirements as follows:

(1)

having lawful sources of foreign exchange funds; and

(2)

having stable business operations and a good financial position.

Article 5

If a non-insurance institution applies for investing in an overseas insurance enterprise, it shall submit the following application materials to the CIRC:

(1)

an application form for establishing an overseas insurance enterprise as signed by the legal representative;

(2)

articles of association and the introduction of basic information of the enterprise;

(3)

the last year financial statements and foreign currency balance sheet as audited by an accounting firm;

(4)

a letter of opinions of the higher competent authority concerning the approval of the overseas investment in an overseas insurance enterprise;

(5)

a feasibility research report, market analysis report and preparatory scheme for establishment about the planned insurance enterprise;

(6)

the basic information about the planned insurance enterprise, including the name, site, articles of association, registered capital or working capital, equity structure, contribution amount , business scope, resumes and copies of identification materials of person in charge; and

(7)

Other materials as required by the CIRC.

If a non-insurance institution plans to acquire an overseas insurance enterprise, it shall submit the certificate of industrial and commercial registration, a copy of the business license, articles of association, equity structure, brief introduction, annual reports of the last three years as well as the resumes and copies of identification certificates of the person in charge who is planned to assigned.

Article 6

The CIRC shall examine the application for investing in an overseas insurance enterprise by a non-insurance enterprise, and shall make a decision on approval or disapproval within 20 days as of the day when the application is accepted. For the disapproval application, the CIRC shall notify the applicant in written form and explain the reasons.

Article 7

A non-insurance institution shall, within 20 days as of the day when the overseas insurance enterprise obtains a license or the acquirement is accomplished, submit a written report to the CIRC on the following information about the overseas insurance enterprise:

(1)

a copy of the license;

(2)

name and site of the institution;

(3)

articles of association of the institution;

(4)

organizational form, business scope, registered capital or working capital of the institution, contributions amount and proportion of other shareholders;

(5)

name and ways of contact of the person in charge of the institution; and

(6)

other materials as required by the CIRC.

Article 8

A non-insurance institution shall, within three months after each accounting year of the overseas insurance institution it has established or acquired is over, submit the last year financial statements of the overseas insurance enterprise to the CIRC.

Article 9

A non-insurance institution planning to transfer the shares of its overseas insurance enterprise shall apply to the CIRC for approval.

Article 10

A non-insurance institution, in case of any of the following matters about its investment in an overseas insurance enterprise, it shall submit a written report to the CIRC within 20 days as of the day when these matters happened:

(1)

to invest in or establish an institution;

(2)

to dissolute, revoke, or bankrupt the enterprise;

(3)

to change the name or registered place of the institution;

(4)

to change the person in charge of the institution;

(5)

to change the registered capital or the shareholder structure significantly;

(6)

to adjust the business scope;

(7)

to involve in any major management or financial problem;

(8)

to involve in any significant lawsuit or be subject to a serious punishment; or

(9)

any other matter required by the CIRC to be reported.

Article 11

A non-insurance institution, illegally investing in an overseas insurance enterprise without approval of the CIRC, shall be warned and be ordered to supplement the relevant examination and approval formalities within a set time.

Article 12

All the reports, statements, documents and materials which are submitted to the CIRC by a non-insurance institution in line with the present Measures shall be in Chinese. If the original text is in a foreign language, a Chinese translation shall be provided. If there is any discrepancy between the Chinese and foreign version, the Chinese version shall prevail.

Article 13

A non-insurance institution which has invested in an overseas insurance enterprise before the implementation of the present Measures shall submit a written report to the CIRC in accordance with Article 7 of the present Measures within three months as of the implementation of the present Measures.

Article 14

The period for approval or report referred to in the present Measures are working days, excluding legal holidays.

Article 15

The present Measures are subject to the interpretation of the CIRC.

Article 16

The present Measures shall enter into force as of September 1, 2006.