Laws of the People's Republic of China

   Article 2 A company to place additional B-shares for capital accretion should be in conformity with the following conditions:

(1) The uses of the fund raised from the placement should be in whole conformity with the industrial policy of the State, the plan for investment to fixed assets and the relevant provisions concerning the use of foreign capital;

(2) The shares issued for a previous placement of the company (including placement for capital accretion or placement of rights, the same below) has been fully subscribed, and the uses of the capital raised are in conformity with what has been addressed in the Prospectus on Stock Issue or Prospectus on Rights Issue, or the issues concerned have been approved according to legal procedures and has already acquired a good efficiency in use of the capital;

(3) The interval between the announcement of the prospectus for the previous placement of B-shares of the company and announcement of the current pnlacement for increasing capital is not less than 12 months. But the interval between the current additional B-share placement and the previous placement for same A-shares may be less than 12 months;

(4) There was no major act violating the law in the latest three years of the company;

(5) The contents of the company's articles of association are in conformity with the Company Law and other related provisions;

(6) The methods for calling and holding of general meetings of shareholders, the methods for voting at the meetings, and the contents of resolutions made at the meetings are in conformity with the provisions of relevant laws and regulations, policies, and the articles of association of the company;

(7) Information disclosure concerned is made according to provisions of relevant laws and regulations;

(8) The company made profits in the latest three consecutive years, being able to distribute dividends to its shareholders;

(9) The financial and accounting statements of the company for the latest three years do not have false records and no important imformation omitted;

(10) The prescribed minimum of issue price for the additional placement of B-sharese for capital accretion or the range of the issue prices is not less than the net asset value of per share before the issue;

(11) The proportion of the foreign-funded shares in the total capitalization of the company after the additional placement of B-shares for capital accretion does not exceed the said proportion as prescribed by the department in charge of the enterprise, the administrative department of the industry and other competent departments; and

(12) Other conditions as provided by the Securities Committee of the State Council.

   Article 3 In general meeting of shareholders, the following matters concerning an additional placement of B-shares for capital accretion of a company should be voted item by item:

(1) number of shares to be issued in the said placement;

(2) principles or conditions for determining the issue price;

(3) term of validity of the resolution on the said placement; and

(4) authorization and requirements to the board of directors of the company for the handling of specific matters of the said placement.

The board of directors of the company should put the above items into the notices on holding of the general meeting to shareholders and also ensure full opportunity of all shareholders to exercise the right to vote.

   Article 4 Whereas the general meeting of shareholders authorizes the board of directors to make specific arrangements for the additional placement of B-shares for capital accretion, the board of directors may, within the scope of authorization, independently decide on such matters as the time, means and prices of the placement, and revisions to relevant clauses of the company's articles of association, as well as the plan for the uses of the capital raised.

   Article 5 A company placing additional B-shares for capital accretion may accretion prepare a brief memorandum or other forms of information for the placement which should include at least the following contents:

(1) type, face value, total volume and price of the shares in the current placement, net asset value per share before the placement and the expected net asset value per share after the placement, total capital to be raised, and the market price of the company's stock at the time when the issue price is determined;

(2) explanation of the uses of the capital raised from the current placement;

(3) names of the underwriter(s) and other related intermediaries, program and principles for the current placement;

(4) major changes to the company's operational conditions since the latest public disclosure of documents (prospectus on the stock placement, prospectus on rights placement, announcement for the listing of the company, annual report, interim report, etc.); and

(5) other contents as required by the China Securities Regulatory Commission.

   Article 6 Whereas a company offers the B-shares to be issued for capital accretion to unitary subscribers including lump sum purchase of all the shares by underwriters underwriting by a securities organization the company may not necessarily prepare the memorandum of other form of information for the placement. However, the company should timely disclose information in accordance with the requirements of the China Securities Regulatory Commission and related securities exchange. Within five days after placement, the conditions of placement, underwriting and information disclosure of the additional B-shares for capital accretion should be reported to the China Securities Regulatory Commission for the record.

   Article 7 The reporting materials on a company's placement of additional B-shares for capital accretion should be prepared according to a standard form as provided for in Article 7 and Article 14 of the Detailed Rules and the appendix of these procedures, and be reported to the China Securities Regulatory Commission for examination and approval. The company may put the placement of additional B-share for capital accretion into effect upon the approval of the China Securities Regulatory Commission.

   Article 8 This set of procedures shall come into force as of the date of its promulgation.

Appendix:

Standard Forms for Reporting Materials on Placement of Additional B- Shares for Capital Accretion by Companies Listed within the Territory

The materials to be reported to the China Securities Regulatory Commission by a B-share company (hereinfter referred to as "company") for additional placement of B-shares for capital accretion should be prepared in accordance with the following standard forms:

I. Paper, Cover and Number of Copies of the Reporting Materials

1. Paper:

Paper in the size of 209 X 295 (equal to A4 paper) shall be used.

2. The cover should present:

(1) The words of "Reporting Materials on Additional Placement of B- Shares for Capital Accretion";

(2) Name of the reporting company;

(3) Date of reporting;

(4) Date of acceptance;

(5) Date of meeting to examine the issue;

(6) Date on which the document of approval is signed.

(The items (4) - (6) should be filled up by the China Securities Regulatory Commission.)

3. Number of copies:

(1) Six copies of the reporting materials should be submitted initially, at least one of which shall be the original copy;

(2) After pre-examination ends, 12 copies of the reporting materials that have been revised should be submitted, at least one of which shall be the original copy.

II. Contents of Reporting Materials on Placement of Additional B-Shares for Capital Accretion

Chapter One Documents on the Said Issuance Issued by the Local Government or the Central Government Department in Charge of the Company Concerned

1-1 Agreement of the local government or the central government department in charge of the company for the placement of additional B- shares for capital accretion and the presentation of related reporting materials to the China Securities Regulatory Commission.

Chapter Two Documents of Authorization and Appendices on the Additional Placement

2-1 Resolution of the current general meeting of shareholders

2-2 Explanation of the basic conditions about the current general meeting of shareholders (including the conditions about the attendance and voting of the company's domestic shareholders and foreign shareholders)

2-3 Notice on convening the current general meeting of shareholders (duplicate of the announcement) and the explanation of the conditions about the notice

2-4 Application for the company's placement of additional B-shares for capital accretion

2-5 Resolutions of the board of directors and minutes of the meeting

Chapter Three Related Conditions about the Previous Stock Issue (Including Rights Issue or Additional Issue for Capital Accretion, the Same Below), and Other Materials

3-1 The conditions about the uses of the capital raised from the previous stock issue, and explanation of the conditions about the approval of change to the planned uses

3-2 The Prospectus on Stock Issue or Prospectus on Rights Issue for the Previous Stock Issue

3-3 Explanation of the conditions about information disclosure since the previous stock issue

3-4 Historical changes of stock right composition of the company (may be shown in figures or tables)

3-5 Business license for enterprise legal person

Chapter Four Explanatory Materials about the Feasibility of Capital Uses

4-1 The feasibility study report on the uses of the capital to be raised from the current issuance of additional B-shares for capital accretion

4-2 Documents of approval issued by the competent government departments to the proposal of fixed assets investment

Chapter Five Brief Informations about the Placement

5-1 A memorandum or other forms of explanatory information on the additional placement (A version in foreign language shall also be presented at the same time)

5-2 Appendices to the explanatory information

5-2-1 Financial statements and attached notes and audit reports (including audit in and out of the territory) of the company for the latest three years

5-2-2 Report on profit forecast (if available)

5-2-3 Letter of legal opinion

5-2-4 Examination records of the underwriter's lawyer on the prospectus of the information memorandum

5-3 Summary of the prospectus

Notes:

(1) With the agreement of the China Securities Regulatory Commission, a brief introduction to the placement may not necessarily be included in the reporting materials if all the additional shares are to be offered to the underwriter(s) in a lump sum. But the financial statements and attached notes and audit reports (including audits in and out of the territory) for the latest years, the report on profit forecast, the letter of legal opinion, the program for issuing and listing, etc. still have to be provided. Besides, within five days after the additional shares are placed, the lead underwriter and the company should respectively report the related conditions about the current issuance of B-shares and information diclosure about the issuance to the China Securtities Regulatory Commission for the record.

(2) Before the China Securities Regulatory Commission works out separate rules, the summary of the prospectus may be prepared with reference to the Contents and Form of Prospectus, and should be completely consistent with the contents published on designated newspapers later.

Chapter Six Appendices to the Reporting Materials for Issuance

6-1 Opinion (if available) of the holders of State shares on the current placement of additional B-shares for capital accretion

6-2 Articles of association of the company

6-3 Underwriting agreement

6-4 Agreement of the underwriting consortium (if available)

6-5 Letter of commitment issued by a stock exchange on agreeing to arranging the listing of the additional B-shares for increasing capital issued by the company

6-6 Analysis report on the prospects of the additional B-shares placement for capital accretion and the issuance program made respectively by the lead underwriter and the international coordinator

Chapter Seven Business Qualification Certificates for Intermediaries

7-1 Qualification certificates for competent securities organizations dealing in foreign funded-shares listed within the territory

7-2 Qualification certificates for other intermediaries (accounting firms, law firms) and their signers dealing securities business

Notes:

(1) The page number of each page must be consistent with the page numbers in the contents

(2) Examples for marking page numbers. For example, the page numbers for the 4-1 section of Chapter Four shall be marked as: 4-1-1, 4-1-2, 4-1-3 ...4-1-N.