Laws of the People's Republic of China

The China Securities Regulatory Commission

Circular of China Securities Regulatory Commission on Enterprises Issuing B-shares

ZhengJianFaXingZi [1999] No.52

May 19, 1999

The people's governments of the provinces, autonomous regions, municipalities directly under the Central Government, and municipalities separately listed on the State plan, and relevant departments of the State's Council:

With a view to developing the market of domestically listed B-shares in foreign currencies (hereinafter referred to as B-shares), and supporting domestic enterprise to raise fund in the B-shares market, hereby notify the relevant matters as follows:

1.

The enterprise that can apply to issue B-shares can be Governmental facility, collective enterprise, or enterprise in other forms of ownership. In principle it shall be company limited by shares which has already formed and operated legally, according with the conditions listed in Provisions of the State's Council on Listed B-shares in Foreign Currencies of the Company Limited by Shares, and meets international investors' requirements. Once the operation of company is mature, its share can be issued.

2.

After the grant of the related people's government of the province or the related department of State Council, enterprises that apply to issue B-shares shall file the applying materials to China Securities Regulatory Commission according to the requirements of Circular Concerning Printing and Dispatching the Standard Format of Materials Filed by Enterprise to Apply to Issue Domestically Listed B-shares in Foreign Currencies(ZhengJianFa [1999] No.17).

3.

The underwriting agreement in the materials of applying to issue the B-shares shall be concluded before filed to China Securities Regulatory Commission, and comes into effect after the approval of China Securities Regulatory Commission. In case the related securities executive body has not finished the underwriting in the limitation settled in underwriting agreement, it shall take the corresponding economic responsibilities according to the underwriting agreement.