Laws of the People's Republic of China

Interim Measures for Listed Companies to Handle the Transfer Business of Tradable Shares by Agreement

Article 1

The present Measures are formulated according to the Company Law and the Securities Law in order to regulate the agreement-based transfer of tradable shares by the listed companies that have completed the share-trading reform, meet the special share-transfer demands of the relevant companies due to their normal operations (such as merger, acquisition or restructuring and etc.), maintain the order of the securities market and protect the lawful rights and interests of investors.

Article 2

The agreement-based transfer of tradable shares by listed companies must be carried out in a stock exchange. Shanghai Stock Exchange, Shenzhen Stock Exchange (hereinafter referred to as in general the Stock Exchange) and China Securities Depository & Clearing Corporation Limited (hereinafter referred to as " depository & clearing corporation") shall uniformly handle such activities.

It is strictly prohibited to conduct illegal off-the-exchange stock trading and transfer activities.

Article 3

Where the transfer of tradable shares by a listed company is under any of the following circumstances, the listed company may go through the formalities for agreement-based transfer of tradable shares via the stock exchange or CSDCCL:

(1)

Where the share transfer is related to the listed company's acquisition or shareholder's equity change;

(2)

Where there exists a relationship of actual control between the transferor and the transferee, or both parties are controlled by the same controller;

(3)

Where the share transfer is involved in a foreign investor's strategic investment in a listed company; and

(4)

Other circumstances as ascertained by the China Securities Regulatory Commission (hereafter referred to as the CSRC).

In the case of callback of the prepaid shares in the share-trading reform, or the administrative allotment of shares to a listed company, etc., the relevant issues shall be handled by analogy to the present Measures.

Article 4

The stock exchange shall be responsible for confirming the regularity of the application filed by both of the parties to a share transfer. The CSDCCL shall be responsible for handling the inquiries of shares related to the transfer and the registration of assignment.

Article 5

The stock exchange and CSDCCL shall make formal examination on the application materials submitted by both the transferor and the transferee. And both the transferor and the transferee shall be responsible for the authenticity, accuracy, integrality and legality of the submitted application materials.

Article 6

A shareholder that intends to transfer his tradable shares shall file an application to CSDCCL for inquiring the holding condition of the shares to be transferred, and submit the following documents:

(1)

an application for inquiring the holding condition of shares;

(2)

the original copy and a photocopy of the securities account card of the shareholder;

(3)

the valid identity certificate of the shareholder and a photocopy thereof (in the case of a domestic legal person, the business license and a photocopy thereof, the certificate of the legal representative, a photocopy of the legal representative's identity card, a power of attorney of the legal representative, the valid identity certificate of the handler and a photocopy thereof; in the case of an oversea legal person, a notarized certificate on effective commercial registration, a photocopy of the valid identity certificate of the authorizer, the valid identity certificate of the handler and a photocopy thereof; in the case of a natural person, the identity card, and if he entrusts someone else to be his agent, a notarized power of attorney, the handler's identity card and a photocopy thereof, the same hereafter);

(4)

other documents that shall be submitted as required by the CSDCCL.

The CSDCCL shall make formal examination on the application materials for inquiry of the foregone shares. If the application is qualified, the CSDCCL shall permit the inquiry, and issue a proof document on the holding.

Article 7

After the agreement on share transfer is reached, both parties to the share transfer shall apply to the stock exchange for confirming the regularity of the share transfer, and submit the following documents:

(1)

an application for confirming the share transfer;

(2)

an original copy of the share transfer agreement;

(3)

the valid identity certificates of both parties to the share transfer and photocopies thereof;

(4)

the securities account cards of both parties to the share transfer;

(5)

the proof document on the holding, which is issued by CSDCCL regarding the shares to be transferred; and

(6)

other documents as required by the stock exchange to be submitted.

Article 8

The stock exchange shall make formal examination on the application materials for transfer, and shall, within 3 trading days as of the acceptance of the application for confirming the share transfer, make a decision on whether or not to confirm it. If the party concerned is required to supplement any document, the time for supplementing the document may not be counted into the time limit for examination.

Article 9

After obtaining the document on confirming the share transfer by the stock exchange, both parties to the share transfer shall apply to CSDCCL for making registration of the share transfer, and submit the following documents:

(1)

an application for the registration of the share transfer;

(2)

an original copy of the share transfer agreement;

(3)

a letter of confirmation of the share transfer as issued by the stock exchange;

(4)

valid identity certificates of both parties to the share transfer and photocopies thereof;

(5)

original copies of securities account cards of both parties to the share transfer and photocopies thereof; and

(6)

other documents as required by CSDCCL to be submitted.

Article 10

CSDCCL shall make formal examination on the application materials for registration of the transfer, and shall, if the application has passed the examination, make registration of the transfer within 3 trading days.

Article 11

Where a shareholder is under any of the following circumstances when transferring the tradable shares he holds, he shall, when transacting the confirmation of the share transfer and making registration of the transfer, submit the following documents to the stock exchange or CSDCCL:

(1)

If the transfer involves information disclosure, an announcement on the present share transfer shall be provided;

(2)

If the shares to be transferred are held by any director, supervisor or senior manager of a listed company, or any director, supervisor or senior manager of a listed company intends to transfer the shares after leaving his job, the relevant proof document by the board of directors of the listed company shall be provided;

(3)

If there exists a relationship of actual control between both the transferor and the transferee, or both parties are controlled by a same controller, a legal document which is issued by the authority concerned and may prove the existence of the above-mentioned relationship shall be provided;

(4)

In the case of acquisition by a listed company, the announced acquisition report needs to be provided; if it results in the obligation of tender offer, it shall additionally provide the document of CSRC on exemption of the tender offer or the announcement on the result of the tender offer;

(5)

If the shares held by a state-owned subject are involved, the approval document by the state-owned assets supervision and administration authority needs to be provided;

(6)

If a foreign investor's strategic investment in a listed company is involved, the approval document by the Ministry of Commerce shall be provided;

(7)

If the shareholder equity change of a listed company in the banking industry reaches or exceeds 5% of the total stock capital, the approval document by China Banking Regulatory Commission shall be provided;

(8)

If the shareholder equity change of a listed company in the securities industry reaches or exceeds 5% of the total stock capital, the approval document by China Securities Regulatory Commission shall be provided;

(9)

If the shareholder equity change of a listed company in the insurance industry reaches or exceeds 10% of the total stock capital, the approval document by China Insurance Regulatory Commission shall be provided; and

(10)

For any other share transfer that must be carried out upon administrative approval, the approval document by the relevant competent authority shall be provided.

Article 12

Both parties to the transfer by agreement may temporarily entrust CSDCCL to keep the stocks under transfer by agreement, and deposit the funds in a designated bank. The specific operation measures shall be made according to the relevant provisions of CSDCCL.

Article 13

In the case of any change with the shares due to judicial compulsory enforcement, inheritance or bequest of a natural person, or the disqualification of a legal person, the applicant shall provide a valid proof document on the belongingness of the stock rights, and shall go through the relevant formalities according to the relevant provisions of CSDCCL.

Article 14

A relevant party who is required by law to be obligated for disclosing information shall disclose the items on the share transfer in time.

Article 15

Within 3 months after accomplishing the share transfer registration, the same share transferee shall not file a second application to the stock exchange or CSDCCL for transfer by agreement regarding the shares transferred to it, unless it is otherwise prescribed by any law or regulation.

Article 16

The share transferor may not transfer shares for the purpose of evading the relevant provisions on restriction of sale. With respect to an application for share transfer which is filed not according to the present Measures, the stock exchange shall have the right to refuse to confirm the share transfer, and CSDCCL shall have the right to refuse to make registration of the transfer.

Article 17

Both parties to a share transfer shall, according to the provisions of the stock exchange and CSDCCL on fee charges concerning stock trade, pay commission charges for share transfer and registration of transfer, and shall pay the stamp duty in accordance with the relevant provisions of the state.

Article 18

The power to interpret the present Measures shall jointly be remained with the stock exchange and CSDCCL.

Article 19

The present Measures shall become effective upon the approval of CSRC, and so shall be for the revision thereof.

Article 20

The present Rules shall come into force as of the date of the promulgation.

Shanghai Stock Exchange

Shenzhen Stock Exchange

China Securities Depository & Clearing Corporation Limited

August 14, 2006