Laws of the People's Republic of China

Circular of the General Office of the Ministry of Commerce concerning Doing Well the Reform of Non-tradable Shares of Foreign-funded Listed Companies

Shang Ban Zi Han [2006] No. 63

The competent departments of commerce in all the provinces, autonomous regions, municipalities, cities specifically designated in the state plan, and Xinjiang Production and Construction Corporations:

In order to do well the reform of non-tradable shares of foreign-funded listed companies, the Ministry of Commerce and the Securities Regulatory Commission jointly issued the Circular of the Ministry of Commerce and the Securities Regulatory Commission concerning Foreign Investment Administration relevant to the Reform of Non-tradable Shares of Listed Companies(Shang Zi Fa [2005] No.565)(hereinafter referred to as the Circular) on October 26, 2005, which clearly prescribed such issues as the procedures and transaction time limit of non-tradable shares for A-share listed companies(hereinafter referred to as foreign-funded listed companies) holding the warrant of foreign investment.

In order to actively coordinate with the relevant departments to do well relevant works of foreign investment concerning the reform of non-tradable shares and to press foreign-funded investment companies to accelerate the reform of non-tradable shares, the competent departments of commerce in all the provinces, autonomous regions, municipalities, cities specifically designated in the state plan, and Xinjiang Production and Construction Corporations are required to show great concerns to the progress made in the reform of non-tradable shares of foreign-funded listed companies and to transfer the application documents to the Ministry of Commerce within two days after the program concerning the reform of non-tradable shares carried out by foreign-funded listed companies has been voted and approved by the relevant conference of board of directors

The Circular is hereby given.

The General Office of the Ministry of Commerce

July 4, 2006