Asset Management Agreement between China Life Insurance (Group) Company and China Life Insurance Asset Management Company Limited

1. DEFINITIONS AND INTERPRETATION

2. REPRESENTATIONS AND WARRANTIES

2.1 PARTY A’S REPRESENTATIONS AND WARRANTIES

2.2 PARTY B’S REPRESENTATIONS AND WARRANTIES

3. AUTHORIZATION

3.1 ENTRUSTED ASSETS

3.2 INDEPENDENCE OF THE ENTRUSTED ASSETS

3.3 AUTHORIZATION MANNER

3.4 INVESTMENT PRINCIPLES

3.5 INVESTMENT GUIDELINES

4. RIGHTS AND OBLIGATIONS

4.1 PARTY A’S RIGHTS AND OBLIGATIONS

4.2 PARTY B’S RIGHTS AND OBLIGATIONS

5. SERVICES PROVIDED BY PARTY B

5.1 PROVISION OF SPECIAL TRANSACTION SEAT

5.2 OPENING AND MANAGEMENT OF ACCOUNTS

5.3 MANAGEMENT OF THE ENTRUSTED ASSETS

5.4 ACCOUNTING AND VALUATION OF THE ENTRUSTED ASSETS

5.5 INFORMATION MANAGEMENT OF THE ENTRUSTED ASSETS

5.6 IDENTIFICATION AND HANDLING OF TRANSACTIONS EXCEEDING THE AUTHORIZATION SCOPE

6. SUPERVISION AND INSPECTION ON PARTY B BY PARTY A

6.1 INVESTMENT SUPERVISION AND CONTROL

6.2 PERFORMANCE APPRAISAL ON THE INVESTMENT WITH ENTRUSTED ASSETS

6.3 AUDIT OF THE ENTRUSTED ASSETS

7. FEES AND PAYMENT METHOD

7.1 BASIC SERVICE FEE FOR INVESTMENT MANAGEMENT

7.2 ADJUSTMENT TO THE SERVICE FEE FOR INVESTMENT MANAGEMENT

7.3 PAYMENT OF FEE

8. APPOINTMENT AND CHANGE OF AUTHORIZED REPRESENTATIVES OF BOTH PARTIES

8.1 AUTHORIZED REPRESENTATIVES AND THEIR SIGNATURES AND SEALS

8.2 CHANGE OF AUTHORIZED REPRESENTATIVES AND THEIR SIGNATURES AND SEALS

9. DELIVERY AND RECEIPT OF DOCUMENTS

10. DISCUSSIONS AND COMMUNICATIONS

11. CONFIDENTIALITY

12. COUNTERPARTS, EFFECTIVENESS, AMENDMENTS, RENEWAL AND TERMINATION

12.1 COUNTERPARTS, EFFECTIVE DATE AND TERM

12.2 AMENDMENTS

12.3 RENEWAL

12.4 TERMINATION

13. LIABILITY FOR BREACH OF CONTRACT

14. EXEMPTION FROM LIABILITY

15. GOVERNING LAW AND DISPUTE RESOLUTION

16. OTHER MATTERS

Party A and Party B entered into an asset management agreement (hereinafter referred to as the “Original Agreement”) on July 1, 2020, under which Party A authorized Party B to manage the investment of the insurance assets owned by Party A.

As the Original Agreement will be terminated on December 31, 2022, the parties decide to re-sign this asset management agreement through consultation.

Definitions and Interpretation.

“Entrusted Assets”

“Entrusted Funds”

shall mean the assets Party A entrusted to Party B for investment management under Section 3.1 hereof.

shall mean any funds transferred by Party A to any capital account and securities account under Section 3.1 hereof.

Representations and Warranties.

Party A’s Representations and Warranties.

Party A is a duly organized and validly existing insurance company, qualified to engage in insurance business and employ insurance funds as approved by the former China Insurance Regulatory Commission, having independent legal person status, capacity and capability to execute and perform this Agreement;

The execution and performance of this Agreement shall not be in conflict with its current articles of association, internal rules or any agreements, documents or obligations to which Party A is a party, and shall not violate any current laws, regulations, judgments, verdicts, administrative authorization, order or decisions applicable to Party A;

When Party A conducts entrusted investments under the Agreement, it shall not do any of the following:

Party A warrants that, during the term hereof, the foregoing representations and warranties shall always be true and effective as under the facts and circumstances then; and

Party A shall notify Party B of any change to the foregoing representations and warranties in a timely manner.

Party B’s Representations and Warranties.

Party B is a duly organized and validly existing insurance asset management company with limited liabilities, qualified to engage in investment management and operation of insurance assets as approved by the former China Insurance Regulatory Commission, having independent legal person status, capacity and capability to execute and perform this Agreement;

The execution and performance of this Agreement shall not be in conflict with its current articles of association, internal rules or any agreements, documents or obligations to which Party B is a party, and shall not violate any current laws, regulations, judgments, verdicts, administrative authorization, order or decision applicable to Party B;

Party B warrants that it shall, during the term hereof, Party B has all the qualifications required for entrusted management of entrusted investment assets and authorized management of assets; Party B warrants that it shall, during the term hereof, have and maintain sufficient, dutiful and experienced personnel qualified to perform the obligations hereunder and engage in related business to be responsible for the performance of the obligations hereunder and various duties and responsibilities provided herein;

When Party B is entrusted with the management of assets entrusted by Party A, it shall not do any of the following:

Party B warrants that it shall establish sound internal risk control, supervision and inspection, accounting and personnel management systems.

Party B warrants that it shall perform the obligation of management by itself, and without Party A’s written consent, shall not entrust its rights and obligations under this Agreement to any third party, or transfer such rights and obligations;

Party warrants that, during the term hereof, the foregoing representations and warranties shall always be true and effective as under the facts and circumstances then; and

Party B acknowledges and warrants that it shall notify Party A of any change to the foregoing representations and warranties in a timely manner.

Authorization.

Entrusted Assets.

Entrusted Assets and Investment Scope.

Investment channels for insurance funds shall be permitted by laws, regulations and relevant provisions of regulatory authorities;

Both Party A and Party B have obtained the qualification to engage in relevant investment business; and

Party A permits or authorizes Party B in writing to make relevant investment.

Increasing Entrusted Assets.

Decreasing Entrusted Assets.

Authorized representative of Party A may send written instruction (“Funds Transfer-out Instruction”) to Party B to transfer funds out, and Party B, after confirming the form of such instruction, shall implement the Funds Transfer-out Instruction. Funds Transfer-out Instruction shall state explicitly the amount of funds to be transferred out and the time for the transfer.

Party A shall send the Funds Transfer-out Instruction that meets the following requirements to Party B, and to the extent possible, notify Party B as early as practicable:

Party B shall, upon receiving the Funds Transfer-out Instruction, remit the funds into Designated Account of Party A in accordance with the requirements of such instruction. Such funds shall no longer be part of the Entrusted Assets (on or) after the date of transfer-out.

As required by Party A, Party B shall, in accordance with the specific arrangement on liquidity provided by Party A, allocate funds reasonably and ensure the liquidity of the Entrusted Assets. If Party A makes additional arrangement off-plan, Party B shall advise on realization or financing, and carefully and dutifully advise Party A of the estimable cost expense and loss, and implement such arrangement upon Party A’s approval. Party A shall be responsible for the cost and loss arising therefrom.

Independence of the Entrusted Assets.

Entrusted Assets shall be independent and separate from Party B’s inherent assets and other assets under its management. Entrusted Assets of different natures shall be independent and separate from each other, and shall have accounts set up separately and be managed separately.

In the event that Party B is liquidated due to dissolution, cancellation, or declaration of bankruptcy under the law, Entrusted Assets and earnings thereof shall not be recorded as its liquidation assets.

Party B shall not consent to enforcement on Entrusted Assets by any third party other than for debts borne by Entrusted Assets, unless otherwise provided by laws or regulations or required by exercise of power by administrative or judicial authorities.

In the event that judicial authorities take enforcement measures such as freeze on Fund Account and Securities Account under this Agreement for debts arising out of Party B’s employment of its own assets or Party B’s management and employment of other assets under its management, Party B shall promptly state the situation to judicial authorities and notify Party A and shall bear any loss of Party A as a result of such enforcement.

Authorization Manner.

Authorization Manner.

Authorization Matters.

Party A shall, within the term hereof, authorize Party B to invest and manage the Entrusted Assets within Fund Account and Securities Account in accordance with this Agreement and Investment Guidelines. Subject to any and all provisions of this Agreement and Investment Guidelines, Party B shall be authorized to manage, invest, reinvest, settle and deliver the Entrusted Assets on behalf of Party A without prior notice to Party A. Party A shall not directly manage the investment of the Entrusted Assets other than sending Funds Transfer-out Instruction, formulating and/or amending, delivering Investment Guidelines to Party B in accordance with this Agreement and carry out operations permitted by relevant national laws, regulations, and regulatory regulations.

Within the term hereof, in accordance with this Agreement and Investment Guidelines, upon Party A’s approval or acknowledgement and after carrying out necessary authorization procedures, Party B may engage external auditors, actuaries, lawyers and other professionals in the name of Party A or in its own name for the purpose of this Agreement. Other than the foregoing, Party A shall authorize Party B to consult, negotiate, execute documents, transaction, liquidation and delivery with any third party on Party A’s behalf for the purpose of this Agreement and no additional authorization shall be required.

Pursuant to relevant laws, regulations and regulatory rules, if Party A authorizes a Custodian to have the custody of the Entrusted Assets, additional agreement shall be entered into on specific authorization to Party B, specifying rights and obligations of Party B and work procedures for Party B.

Investment Principles.

Safety.

Liquidity.

Profitability.

Assets and Liabilities Management.

Value Investment.

Diversifying Investment.

Investment Guidelines.

Formulation of Investment Guidelines.

Party A shall, during the term hereof, provide the Investment Guidelines for any given calendar year to Party B prior to the end of the first quarter of such calendar year. If Party A fails to provide the Investment Guidelines prior to the end of the first quarter of such calendar year, the Investment Guidelines most recently delivered by Party A shall be applicable for the management of the Entrusted Assets.

Party A may, during the term hereof, amend the Investment Guidelines based on the principle of caution and provide such amendment in writing to Party B. Unless explicitly demanded by Party A, the amended Investment Guidelines shall only apply to the investment made (on or) after Party B’s receipt thereof. If Party A demands that such amended Investment Guidelines also apply to the investment made before Party B’s receipt thereof, the income or loss resulting therefrom shall not be included in the performance review of Party B.

During the formulation of and/or amendment to Investment Guidelines, Party A shall consult with Party B for advice, and Party B shall provide sufficient advices and suggestions in this regard.

Contents of Investment Guidelines.

Investment objectives;

Investment scope;

Allocation of strategic assets;

Cash in-flow and out-flow forecasts and liquidity requirement; and

Risk control requirement.

Rights and Obligations.

Party A’s Rights and Obligations.

Party A’s Rights.

To increase or decrease the Entrusted Assets in accordance with Section 3.1 hereof;

To formulate, amend and revise Investment Guidelines in accordance with Section 3.5 hereof;

To request Party B to, on a regular basis, provide financial reports, information reports and other types of asset information as required by Party A in respect of the Entrusted Assets as agreed upon by both parties under Section 5.5 hereof, and to examine, copy or duplicate accounts and books and other documents relating to the Entrusted Assets;

To supervise, inspect and audit Party B in accordance with Sections 6.1, 6.2 and 6.3 hereof;

To enjoy the ownership of the Entrusted Assets;

To remove the Investment Manager if Party B engages in any of the following activities in the process of managing the Entrusted Assets:

To terminate this Agreement in accordance with relevant provisions herein;

To handle matters relating to the termination of this Agreement in accordance with applicable laws and regulations;

Such other rights as provided herein; and

Such other rights as provided by laws, regulations and regulatory authorities.

Party A’s Obligations.

To make various payments and pay various expenses under Section 7 hereof;

To notify Party B of the agreement relating to the Entrusted Assets entered into between Party A and the Custodian;

To notify Party B in a timely manner of the amendment, revision and change of Investment Guidelines;

To provide to Party B the originals of all of the instructions and notices;

To keep commercial secrets of Party B confidential and not to disclose investment plans or investment intent;

To notify Party B in a timely manner of the change of the Custodian;

To set forth and provide to Party B the accounting method and valuation method of the Entrusted Assets, form and manner in which the information is reported, instructions and notices are made;

Not to interfere with Party B’s normal investment decisions with respect to the Entrusted Assets;

Within the term hereof, to take necessary actions, including, without limitation, execution of necessary documents, to assist Party B in performing its obligations;

To promise that the Entrusted Funds are not classified as illegal and criminal gains or their proceeds, that the source of funds does not involve illegal acts such as money laundering and terrorist financing, and that it will promptly cooperate with Party B to fulfill anti-money laundering obligations such as customer identification in accordance with anti-money laundering laws, regulations and regulatory provisions;

Such other obligations as provided herein; and

Such other obligations as provided by laws, regulations and regulatory authorities.

Party B’s Rights and Obligations.

Party B’s Rights.

Unless otherwise provided by laws, regulations or this Agreement, subject to Investment Guidelines and based on the principle of caution, to conduct investment portfolio management and make investment instructions with respect to the Entrusted Assets under this Agreement, without prior notice to Party A;

With Party A’s authorization, to instruct the Custodian or clearing agent to make clearing and delivery in accordance with this Agreement;

To collect the investment management service fees in accordance with this Agreement;

With Party A’s written authorization, and in accordance with this Agreement, exercise on behalf of Party A the shareholders’ right to the shares of the Entrusted Assets held by Party A under this Agreement;

Such other rights as provided herein; and

Such other rights as provided by laws, regulations and regulatory authorities.

Party B’s Obligations.

To strictly comply with the Agreement, the Investment Guidelines and relevant national law, regulations and regulatory requirements, exercise due diligence, and invest and manage the Entrusted Assets carefully, honestly, diligently and dutifully within the scope of authorization so as to maximize the interest of the Entrusted Assets;

To build investment portfolios based on the characteristics of the Entrusted Assets and the Investment Guidelines; conduct independent risk assessments; fulfill complete investment decision-making processes; implement active management on investment subjects and investment timing as well as post-investment management; assume responsibility for compliant management of investment operations; and undertake other management responsibilities as requested by Party A;

To have dutiful and experienced professional investment personnel conduct reasonable and careful research, study and analysis of market environment, investment object, investment strategy and transaction strategy, arrange fairly and impartially the investment strategy and transaction strategy; continuously evaluate, analyze, monitor, and verify transfer, investment and trading of the Entrusted Assets to ensure that the Entrusted Assets are treated fairly in the process of investment research, investment decision and transaction execution, so as to protect the safety of the Entrusted Assets under this Agreement, and maximize the investment return through portfolio management, diversified investment and reasonable and prudent assessment, forecast and control of related risks and costs;

To ensure the safety and independence of the Entrusted Assets in accordance with this Agreement and to keep confidential the commercial secrets of any investments made by insurance funds in pursuance to the law;

To strictly observe the Investment Guidelines in accordance with this Agreement;

To execute Party A’s instructions and/or notices in accordance with this Agreement;

To establish sound internal risk control, supervision and inspection, accounting and personnel management systems, and to notify Party A in a timely manner of any change to Party B’s internal investment decision-making procedures, internal control policy or key personnel such as investment managers regarding the Entrusted Assets, and submit the amended internal investment decision-making procedures, internal controls or list of key personnel such as investment managers to Party A for record;

In accordance with applicable laws, regulations, and provisions under this Agreement, and at Party A’s request, to perform the information reporting obligation and submit various information reports in a timely manner, disclose information on corporate governance, allocation of the Entrusted Funds, price fluctuations, transaction records, performance attribution, risk compliance, changes in key personnel, major emergencies, etc. to Party A on a regular or irregular basis, provide convenience and support for Party A to inquire the above information and ensure that the information is disclosed in a timely, truthful, accurate and complete manner. Party B shall also complete or assist Party A in accounting, financial information filing and tax declaration with respect to the Entrusted Assets;

Not to engage in the following activities when managing the Entrusted Assets under this Agreement:

Pursuing interest for any third party other than Party A or seeking other benefits for itself beyond the remuneration agreed herein by using the Entrusted Assets under this Agreement;

Assigning or re-entrusting the investment management obligations of the Entrusted Assets under this Agreement to a third party, unless permitted by Party A in advance; or

Lending the Entrusted Assets or any investment belonging to Party A or ownership documents or documents evidencing the rights to investments under this Agreement to a third party, unless with prior written authorization of Party A;

To provide to Party A the daily transaction data of the Entrusted Assets under this Agreement on each Business Day through the data transmission method agreed upon or acknowledged by both parties;

At the request of Party A, to advise Party A on the arrangement and allocation strategy of the Entrusted Assets under this Agreement;

To cooperate with Party A in regard to the custody of the Entrusted Assets and accept and cooperate with the supervision of Party A and the Custodian designated by Party A;

Not to seek holding and direct management of listed companies by using the Entrusted Assets;

To report to Party A significant matters;

To preserve complete files and materials relating to the Entrusted Assets in accordance with this Agreement, and not to disclose to any one other than Party A or the third party authorized by Party A, unless otherwise provided by laws, regulations, or required by the exercise of powers by administrative or judicial authorities, and in such case, to notify Party A promptly of such disclosure;

Unless approved by Party A in writing, not to create any third party rights on the Entrusted Assets, including, without limitation, the creation of security rights such as pledge, mortgage and lien;

To keep confidential information relating to the Entrusted Assets, and unless otherwise provided by laws, regulations or this Agreement, not to disclose or use such information in any manner without Party A’s prior written notice;

Within the term hereof, to take necessary actions, including, without limitation, execution of necessary documents, to assist Party A in performing its obligations;

To ensure the relative stability of its investment management team for the Entrusted Assets;

Such other obligations as provided herein; and

Such other obligations as provided by laws, regulations and regulatory authorities;

In case of any potential conflict of interest as Party B manages any assets entrusted by Party A and any assets owned by itself or entrusted by a third party, including (but not limited to) the allocation of resources, the provision of services and the allocation of investment opportunities, to promptly notify Party A of the conflict of interest while it, in its professional judgment, believes that such conflict of interest exists or may exist. Party B shall, on the principles of good faith, fairness and reasonableness, take necessary and reasonable measures to deal with the conflict of interest and ensure that Party A’s legitimate interests will not be harmed.

Services Provided by Party B.

Provision of Special Transaction Seat.

Opening and Management of Accounts.

Opening and Management of Bank Settlement Account.

Party A shall, in accordance with applicable laws, market practice and relevant business rules, authorize Party B to open and manage the bank settlement account related to the Entrusted Assets, and Party B shall report to Party A for record within two Business Days after completion of such task.

The specimen of seal provided for such bank settlement account shall be made by Party B and be kept and used by Party B.

Upon termination of this Agreement, Party A shall cooperate with Party B in canceling the bank settlement account.

Opening and Management of Securities Account.

Party A shall, in accordance with applicable laws, market practice and relevant business rules, authorize Party B to open and manage the Securities Account related to the Entrusted Assets.

Party A shall provide Party B with assistance necessary for the opening of Securities Account. Party B shall complete the procedures for opening such account in a timely manner and notify Party A of relevant account information within two Business Days upon the opening of such account.

Without Party A’s written consent, Party B shall not employ or lend the Securities Account at its own discretion, nor shall Party B engage in the business activities unrelated to the Entrusted Assets using the Securities Account.

As at the end of the entrusted management business, Party B shall promptly return Party A the Securities Account card related to the entrusted management business, and assist Party A in canceling the Securities Account, Fund Account and relevant seat setup, including, without limitation, the clearing and data transmission setup at the securities registration house, until such account has been transferred to the successor investment manager as required by Party A.

Management of the Entrusted Assets.

Investment Decision Management.

Party B shall establish a relatively centralized and multi-leveled internal investment decision-making authorization system, with integral power and liabilities, establish sound authorization criteria and procedures, set forth explicitly internal authorization method, authorizing persons, authorized persons, authorization procedures, scope of authorization, term and responsibility of authorization, and the handling of acts exceeding the authorization scope, ensure the appropriate delegation of powers and effective implementation of authorization, and enhance the soundness, accuracy and timeliness of investment decisions.

Party B shall set up relatively independent investment decision-making procedures, including relatively independent investment decision-making group and investment transaction personnel.

Party B shall have sufficient basis and written records when making investment decision on the Entrusted Assets and shall specify the primary supporting factor for any decision. Relevant personnel in charge shall sign on such records and important investment decision shall have detailed research report.

Investment Transaction and Information Management.

Party B shall establish the transaction and investment management information system and formulate relevant management system in accordance with Risk Control Guidelines of Insurance Companies (Interim).

Party B shall ensure the safety, truthfulness and completeness of the information data of the Entrusted Assets, and set up back-up data system, and important data shall have back-up at another geographic location.

Party B shall establish sound transaction recording system for the Entrusted Assets, and daily transaction records shall be checked and filed promptly. The journal of the information on the Entrusted Assets shall be kept at least for 15 years, and Party B shall actively cooperate with Party A for its review and duplication of relevant information of the Entrusted Assets.

As required by allocation of the Entrusted Assets, Party B may, according to the regulatory provisions and Party A’s requirements and after obtaining necessary internal approval and Party A’s approval, subscribe for financial products issued, managed or advised by Party B using the Entrusted Funds of Party A, including but not limited to investment plans, asset-backed plans and insurance asset management products. When Party B invests in financial products with the Entrusted Funds, it shall assume active management responsibilities such as due diligence, risk assessment, investment decision-making and implementation and post-investment management in accordance with relevant laws, regulations and regulatory provisions as well as the Agreement.

Investment Risk Management.

Party B shall establish a risk control system for the investment transaction of the Entrusted Assets, implement necessary risk control procedures and reduce the risk of the Entrusted Assets to the extent possible.

Party B shall, in accordance with relevant regulations and requirements of regulatory authorities, establish a special risk management department, create an investment management system and a risk control system that comply with regulatory requirements such as the second generation solvency system, inspect and supervise the implementation of investment business for Party A’s Entrusted Assets, and notify Party A in a timely manner of any significant abnormalities or violations of regulations discovered in transactions related to Party A’s Entrusted Assets. Party A may conduct inspection on the establishment and implementation of Party B’s investment management and risk control system, and Party B shall fully cooperate with Party A in respect of all risk management measures taken by Party A for its entrusted investment assets.

Party B shall provide to Party A the investment management system related to the Entrusted Assets in a timely manner, so as for Party A to promptly supervise and manage data regarding the investment transaction of the Entrusted Assets.

Party B shall, subject to laws, regulations, regulatory requirements and market practice, provide active assistance and cooperation to Party A when Party A appoints a third party to be the independent custodian of the Entrusted Assets.

Accounting and Valuation of the Entrusted Assets.

Party A, as the accounting entity, shall be responsible for determining and providing Party B in writing with the accounting policies and valuation principles of the Entrusted Assets and relevant management rules. Party B, as the accountant in charge, shall be responsible for the accounting of Entrusted Assets, and in accordance with relevant laws and regulations and Party A’s requirements, organize and perform various financial tasks of the Entrusted Assets, including, without limitation:

completing the accounting of the Entrusted Assets;

checking accounting records with the Custodian;

providing Party A with accounting statements and financial information on the Entrusted Assets, including, without limitation, monthly, quarterly and final account statements, solvency reports, various statistical information, foreign exchange regulatory reports and other supervisory or internal management reports. Specifics on formatting and requirements will be provided by Party A separately; and

providing Party A with tax declaration forms of turnover tax and enterprise income tax, and other documentations, materials that are required by tax authorities, and assist Party A in handling relevant tax matters.

Party B shall actively cooperate with the audit and inspection of the Entrusted Assets by external auditor and inspecting authorities, and Party B shall make accounting adjustment according to Party A’s request.

The accounting of the Entrusted Assets shall be strictly separated from the accounting of other assets. If Party A requests to categorize different assets of the Entrusted Assets and conduct separate accounting of such assets, Party B shall cooperate and organize and implement such separate accounting.

Without Party A’s written consent, Party B shall not re-categorize the accounting items of the Entrusted Assets.

Information Management of the Entrusted Assets.

Daily report.

Monthly report (including detailed report on proceeds and fund appropriation, tax report and monthly analysis report, etc.).

Quarterly report (such as quarterly analysis report, etc.).

Semi-annual report (such as semi-annual analysis report, etc.).

Annual report (such as final accounting report and annual report, etc.).

Dedicated reports (such as report on irregular fluctuations in asset value, risk management and analysis of changes in market conditions, etc.).

Report on the regulation of insurance assets management.

Statistics of Entrusted Assets.

Solvency statement.

 Balance sheet of assets held in foreign currencies and foreign exchange account statistics.

 Reports of connected transactions of the Entrusted Assets, including but not limited to reports of connected transactions on a case-by-case basis, information disclosure and quarterly reports of connected transactions of the Entrusted Assets.

Identification and Handling of Transactions Exceeding the Authorization Scope.

Identification of Transactions Exceeding the Authorization Scope.

Any transaction in violation of laws, regulations or regulatory requirements shall be a transaction exceeding the authorization scope.

Any transaction in violation of this Agreement or Investment Guidelines shall be a transaction exceeding the authorization scope.

Handling of Transactions Exceeding the Authorization Scope.

Supervision and Inspection on Party B by Party A.

Investment Supervision and Control.

Contents and Method of Supervision and Control.

Party A’s supervision and inspection of Party B shall include daily inspection, annual review and special inspection. Daily inspection mainly covers the daily operation of the Entrusted Assets under this Agreement. Annual review mainly includes Party A’s annual evaluation of the soundness and implementation of Party B’s internal investment decision-making procedures, review on the risk controls and its implementation, and assessment of the rationality of the accounting. Special inspection mainly covers the followings: daily operation of the Entrusted Assets under this Agreement, whistle blowing by a third party, conflict of interest, emergencies or Party B’s violation of this Agreement which may result in loss on the Entrusted Assets.

Party A’s supervision and inspection may be conducted on-site or off-site. Party B shall assist and cooperate with such supervision and inspection, faithfully report the facts and provide information.

Party B shall ensure that the furnished information, data and materials of the Entrusted Assets are true, accurate and up-to-date.

Principal Methods of Supervision and Control.

Investment Supervision and Control.

Daily Report.

Custody Arrangement.

Problem Solving.

Performance Appraisal on the Investment with Entrusted Assets

Audit of the Entrusted Assets.

Within five months following the end of each fiscal year, Party A or the accounting firm engaged by Party A and its registered accountants shall audit the annual financial statements of the Entrusted Assets.

Upon the expiration, suspension, or termination of this Agreement, the accounting firm engaged by Party A and its registered accountants shall audit the operation, accounting books, assets and financial income and expense of the Entrusted Assets.

When necessary, Party A or professionals engaged by Party A shall audit the performance of obligations and investment operation by Party B under this Agreement.

When necessary, Party A or the accounting firm engaged by Party A and its registered accountants shall audit capital of account, financial accounting, income and expense and related economic activities of the Entrusted Assets, the management, internal accounting procedures and related internal control procedures of the Entrusted Assets.

Party B shall actively cooperate and closely work with Party A, authorized representatives of Party A, accounting firm and its registered accountants, other professionals engaged by Party A, provide convenience necessary for the auditing work by such persons, and provide, among others, books, accounts, transaction records, reports, information system and information related to portfolio of the Entrusted Assets as requested, and provide reasonable explanations.

Within the term hereof, Party B shall provide to Party A detailed investment decision-making procedures and internal control regulation. If there is any change to relevant investment decision-making procedures or internal control regulation, Party B shall promptly notify Party A in writing, and submit the new investment decision-making procedures or internal control regulation related to business under this Agreement to Party A for record.

Party B shall make necessary adjustment according to the audit results and Party A’s requirements.

Fees and Payment Method.

Basic Service Fee

Categories

Bonds

Deposits

Stocks

Funds

Purchased financial products

Financial products issued and managed by Party B

Equity investment funds

Liquidity management

Floating Investment Management Fee

Withdrawl based on a performance coefficient

Floating investment management fee

Calculation and Payment of Management Fees for Financial Products

Upper Limits of Investment Management Fees

Payment of Fee.

The basic service fee for investment management shall be calculated on a monthly basis and paid on a quarterly basis.

Due to the adjustment to the service fee for investment management at the end of each year, payment of service fee for the last billing period of each year shall be extended to a period of 30 Business Days following the end of such billing period.

For products issued by Party B for which management fees are specified in the product documents, the rates agreed in respective legal documents of financial products shall apply, and the management fee will not be otherwise charged.

Other than as provided above, Party A shall not make any payment to Party B for the investment management service of the Entrusted Assets provided by Party B under this Agreement.

Both parties shall, in accordance with relevant regulations, pay their respective income taxes on their own.

If Party B violates the purpose of this Agreement, or its duties and responsibilities of management, or commits misconduct during asset management, which results in the loss on the Entrusted Assets, it shall not claim the payment of investment management service fee before Party B has returned the Entrusted Assets to their original status or has paid compensation in this regard.

The adjustment to investment management service fee shall be calculated once in each fiscal year, any shortfall or excessive amount shall be adjusted when calculating service fee for investment management in the following year, and either party shall have the right to recover such shortfall or excessive amount against the other party.

The cost and expense arising from the engagement of external auditors, actuaries, lawyers and other professionals by Party B in the name of Party A or in its own name for the purpose of this Agreement as consented to or acknowledged by Party A in writing under Section 3.3.2(2) shall be borne by Party A.

Appointment and Change of Authorized Representatives of Both Parties.

Authorized Representatives and Their Signatures and Seals.

Change of Authorized Representatives and Their Signatures and Seals.

If there is any change to the legal representatives or authorized representatives of either party or their specimen of signatures or seals (if any, same below), it shall notify the other party in advance, and provide the other party with the name, specimen of signature, seal and effective date of the changed legal representative or authorized representative.

The notice on the change of legal representatives or authorized representatives or their specimen of signatures or seals shall become effective after it is signed by legal representatives or their duly authorized representatives and affixed with their seals.

After the notice is sent, the sending party shall promptly notify the receiving party both by fax and telephone at the same time, and such notice shall come into effect upon confirmation of receipt by the receiving party. If the receiving party fails to confirm such receipt within two Business Days, the notice shall be deemed to have been duly received.

Delivery and Receipt of Documents.

Both Party A and Party B shall send instructions, notices or other business documents related to this Agreement in writing to the other party by the means deemed safe and appropriate by both parties, such as by courier, fast mail, email or fax.

Unless otherwise provided herein, statements or reports sent out by courier or fast mail shall be deemed delivered upon receipt by the other party. For notices or instructions sent out via fax, both parties shall ensure that the time set up on the fax machine is accurate and after such fax is sent, immediately notify the other party by telephone and such fax shall be deemed delivered upon such confirmation of receipt by the other party, and such telephone confirmation shall be recorded.

Other electronic data under this Agreement may be transmitted by means deemed safe and appropriate by both parties.

Both Party A and Party B shall submit the detailed contact information (including, among other things, the mailing address, telephone number and encrypted fax number) to the other party for record. Either party shall notify the other party of the change to contact information in advance.

Discussions and Communications.

Both Party A and Party B shall establish procedures for regular discussions and communications to ensure a timely, effective and smooth communication of information, so as to improve the efficiency of management of the Entrusted Assets.

Party B shall regularly conduct meeting to report on the investment of the Entrusted Assets, communicating with Party A with respect to investment positions and discussing future investment strategies. In principle, such meeting shall be convened at least once each quarter.

With respect to debts investment and equity investment plans, investments in bulk-holding stocks and bulk-holding funds, Party A has the right to designate its employees to conduct research together with Party B. Party B shall promptly notify Party A of the research plan and any arrangements made therefore.

Confidentiality.

Party B shall keep confidential information relating to the Entrusted Assets. Unless otherwise provided by laws, regulations or this Agreement, Party B shall not disclose or use such information in any way without Party A’s prior written consent.

Party A shall keep confidential Party B’s investment plans and investment intent related to the Entrusted Assets made known to Party A during the performance of this Agreement. Unless otherwise provided by laws, regulations or this Agreement, Party A shall not disclose or use such information in any way without Party B’s prior written consent.

Any party shall not disclose, leak to, or jointly use with any third party commercial secrets of the other party known by it during the performance of this Agreement without the other party’s prior written consent, unless otherwise provided by laws or this Agreement. In the event that such information is disclosed to a third party or permitted to be used jointly with a third party under the foregoing provisions, the relevant party shall enter into confidentiality agreement with such third party.

The confidentiality obligations of both parties under this Agreement shall survive the termination of this Agreement until the fifth anniversary of date on which this Agreement is terminated.

If either party’s violation of its confidentiality obligations results in the loss of the other party, it shall compensate the other party accordingly.

Counterparts, Effectiveness, Amendments, Renewal and Termination.

Counterparts, Effective Date and Term.

This Agreement shall become effective upon execution by both parties and their respective legal representative or authorized representatives, with their respective seals affixed hereto, and have a term from January 1, 2023 to December 31, 2025.

This Agreement shall be executed in four counterparts, each party holding two counterparts, each counterpart having the same legal effect.

Exhibits hereto shall be an integral part of this Agreement, and shall have the same legal effect as this Agreement.

The parties will negotiate and resolve any outstanding matters in accordance with relevant laws, regulations and regulatory requirements; if necessary, they may enter into a supplementary agreement, which shall have the same legal effect as the Agreement.

Amendments.

Renewal.

Termination.

This Agreement shall be terminated upon the occurrence of any one of the following circumstances:

One party may terminate this Agreement if the other party is in material breach of this Agreement;

Party B is disqualified to engage in assets management business, or dissolved, canceled, declared bankrupt or under receivership;

Party A may terminate this Agreement at its own discretion if relevant regulatory authorities or Party A has sufficient reason or evidence to believe or prove that Party B is unable to continue to perform its assets management obligations;

Party A may unilaterally terminate this Agreement when Party B is required under laws or regulations to be replaced;

The term of this Agreement expires and both parties have not agreed upon the renewal of this Agreement;

Both parties agree to terminate this Agreement;

Party A may unilaterally terminate this Agreement early if it is required by the CBIRC to change the Investment Manager;

The purpose of this Agreement cannot be realized;

Party B has not corrected its violations as notified by Party A within a reasonable time of period; and

Party A considers the action or omission by Party B is in violation of laws, regulations or this Agreement; however, Party A shall provide relevant explanation to Party B.

Other than termination upon expiration or by agreement of both parties, the party intending to terminate this Agreement shall deliver to the other party a written notice as signed by its legal representative or authorized representative and affixed with its official seal.

If the default of one party results in the unilateral termination of this Agreement by the other party, such party shall indemnify the other party against its loss resulting from such default.

Upon the termination of this Agreement, Party B shall cooperate with and assist Party A in completing matters related to the termination of this Agreement in accordance with applicable laws and regulations. Party B shall keep carefully custody of the Entrusted Assets and ensure the safety of the Entrusted Assets until all of Party A’s instructions on liquidation and hand-over of the Entrusted Assets have been completed.

Upon the termination of this Agreement, both parties shall complete the hand-over of the Entrusted Assets as soon as practicable, and all of the seals for Fund Account and account cards for Securities Account of Party A, as well as all of the belongings under custody of Party B for performance of this Agreement, shall be returned, and the setup for liquidation and data transmission for relevant account and transaction seat shall be canceled.

Upon the termination of this Agreement, Party B shall return the files on the Entrusted Assets to Party A, with hand-over procedures recorded in writing.

Liability for Breach of Contract.

Exemption from Liability.

Unless otherwise provided herein, within the term of this Agreement, if one party is unable to perform or continue to perform this Agreement due to Force Majeure or other reasons which cannot be controlled or affected by parties hereto, which will have a material adverse effect on both parties or either party, both parties may negotiate on whether to terminate this Agreement.

If one party is unable to perform this Agreement due to Force Majeure or other reasons which cannot be controlled or affected by such party, it shall notify the other party promptly, and immediately take active remedy actions to alleviate the possible loss on the Entrusted Assets and the other party.

If one party is unable to fully perform this Agreement due to Force Majeure or other reasons which cannot be controlled or affected by such party, part or all of both parties’ liability may be exempted according to the nature of such Force Majeure, provided that it has notified the other party promptly, immediately taken active remedy actions, and provided the evidence for the Force Majeure.

“Force Majeure” referred to herein means any event which cannot be predicted, avoided and overcome, such as war or severe natural disaster.

The exemption provisions herein shall survive regardless of the manner in which this Agreement is terminated.

Governing Law and Dispute Resolution.

Other Matters.