普华永道——appendix 020410.doc

Appendix 1: Engagement Letter Hiroyuki Nishi Deputy General Manager China Department Nippon Life Insurance Company 1-2-2, Yurakucho, Chiyoda-Ku Tokyo 100 8444 Japan 4 March 2002 Dear Sirs, Potential Joint Venture Partners for Nippon Life Insurance Company (Nippon Life) I am writing to confirm our engagement to prepare a list of potential joint venture partners for Nippon Life’s proposed life assurance business in China. The general terms and conditions are set out in the enclosed document “PricewaterhouseCoopers Terms of Business”, which form a part of this letter. Please read these carefully. Specific terms and conditions relating to the engagement are set out below. Accordingly, these together with the attached Terms of Business constitute the terms and conditions applicable to our engagement. Proposed Services Nippon Life has specified the following criteria for selection of potential joint venture partners: Not involved in any of the following industries Insurance (both life and non life) Banking or security brokerage Tobacco Military related No existing (or agreements to form) life insurance joint ventures Offers an opportunity to develop a customer database by reason of its existing business Financially solvent International out look: (e.g. has existing business relationships or joint ventures with foreign companies) Strong brand across China Interested in life insurance business We will perform the following work First, using our knowledge of companies in China, we will conduct a general company search and screening out the companies based on the criteria 1 to 2 above to produce a long list of companies. Second, from the long list of companies, we will research and sort out a list of 20 companies (10 state owned and 10 non-state owned) that satisfy criteria 4 to 6 above. We will include in this list the companies already selected by Nippon Life. This list will not be based on a review of all likely companies in China but will be derived from our knowledge