Laws of the People's Republic of China

CONTENTS

CHAPTER ONE GENERAL PROVISIONS CHAPTER TWO ISSUING OF STOCKS CHAPTER THREE TRADING OF STOCKS CHAPTER FOUR BUY OUT CHAPTER FIVE SAFEKEEPING, SETTLEMENT AND TRANSFER CHAPTER SIX INFORMATION REVEALED BY LISTED COMPANIES CHAPTER SEVEN INVESTIGATION AND PUNISHMENT CHAPTER EIGHT ARBITRATION OF DISPUTES CHAPTER NINE SUPPLEMENTARY PROVISIONS

CHAPTER ONE GENERAL PROVISIONS

   Article 1. This set of provisions is formulated with a view to meeting the needs of the development of the socialist market economy and the establishment and development of a unified and highly-efficient national stock market, protecting the legitimate rights and interests of investors and the social and public interests and promoting the development of the national economy.

   Article 2. The issuing and trading of stocks and related activities within the territory of the People's Republic of China shall abide by the provisions.

The provisions apply to securities which have the same nature and functions as stocks.

   Article 3. The issuing and trading of stocks shall observe the principle of being open, fair, honest and trustworthy.

   Article 4. The issuing and trading of stocks shall not impinge the State owned property to safeguard and ensure the principal position of the socialist public ownership.

   Article 5. The Securities Committee of the State Council (SCSC) is the principal organization to exercise unified management and control of the stock markets in the whole country according to law and provisions. The China Securities Supervision and Management Committee (CSSMC) is the managing hand of the SCSC to exercise supervision and control of the issuing and trading of stocks according to law and regulations.

   Article 6. The provisions for the issuing and trading of special stocks in Renminbi shall be formulated separately.

Issuing and listing of stocks abroad through direct or indirect means by enterprises within the territory of the People's Republic of China shall be examined by and get approval from the SCSC. Specific provisions in this regard shall be worked out separately.

CHAPTER TWO ISSUING OF STOCKS

   Article 7. Issuers of stocks shall be limited liability companies which have been qualified to issue stocks.

The limited liability companies mentioned above include those which have been already established and which have got the approval to establish.

   Article 8. In establishing a limited liability company and applying for issuing stocks to the public, the following requirements shall be met:

1. The production and management shall conform to the industrial policies of the State;

2. Only one kind of common stocks to be issued, with equal rights for equal shares;

3. The promoter's stock shall constitute not less than 35 percent of the total stock capital planned to be issued by the company;

4. Of the total stock capital to be issued by a company, the promoter's share shall not be less than RMB30 million, except otherwise provided for by the State;

5. The part to be issued to the public shall not be less than 25 percent of the total stock capital to be issued and the part to be issued to the staff members and workers of the company shall not exceed 10 percent of the amount to be issued to the public. If the total amount of stocks planned to be issued exceeds RMB400 million, the CSSMC may reduce the proportion to be issued to the public according to provisions, but the minimum proportion shall not be less than 10 percent of the total stocks;

6. The promoter commits no major acts against the law within the last three years; and

7. Other requirements as provided for by the SCSC. Article 9. Apart from the requirements listed above, an enterprise must also meet the following conditions when applying for changing into a limited liability company and issuing of stocks:

1. The net assets account for no less than 30 percent of the total assets and the intangible assets account for no higher than 20 percent of the net assets at the end of the year prior to the stock issuing except otherwise provided for by the SCSC;

2. The company has been making profits for three years running prior to the stock issuing.

When a State-owned enterprise is restructured into a limited liability company and applies for issuing stocks publicly, the proportion of shares to be owned by the State in the total stock shall be provided for separately by the State Council or a department authorized by the State Council.

   Article 10. For an increase of equity, a limited liability company must conform to the following conditions apart from those listed in the preceding articles of 8 and 9:

1. The proceeds from the previous stock issue are used profitably in full compliance with what is provided for in the prospectus concerned;

2. The interval from the previous stock issue shall be no less than 12 months;

3. The company has committed no major violations of the law since its previous stock issue; and

4. Other requirements as provided for by the SCSC.

   Article 11. In raising stocks for fixed purposes, the following conditions shall be met apart from the ones listed in Articles 8 and 9:

1. The proceeds from the fund raising are use profitably in full compliance with what is provided for in the prospectus concerned;

2. The interval from the previous stock issue shall be no less than 12 months;

3. The company has committed no major violations of the law since its previous stock issue;

4. Stock options for staff members and workers of the company shall have been issued according to the prescribed scope and put in the trusteeship of security organizations designated by the State; and

5. Other requirements provided for by security organizations.

   Article 12. In applying for issuing stocks, the following procedures shall be followed:

1. Applicants shall firstly invite accountants offices, assets appraisal organizations, lawyers' offices and other professional institutions to examine and appraise their credit status, assets and financial situation and prepare proposals of legal effect and, with the proposals, file applications with the people's governments of provinces, autonomous regions, municipalities under the direct administration of the central government and cities practicing separate plans (hereinafter referred to as "local governments") or central departments in charge of enterprises;

2. According to scales of issues as set by the State, local governments shall conduct examination and approval for local enterprises and the central departments in charge shall conduct examination and approval for central enterprises upon consultation with the local governments in places where the enterprises are located. The local governments and the central departments in charge shall take decisions within 30 work days starting from the date in which applications are received and copy and submit the decisions to the SCSC; and

3. Approvals to the applications shall be sent to the CSSMC for review and the latter shall give results of the review within 20 days after the approvals are received to the SCSC. After consent of the CSSMC, applicants shall file applications with the listing committees of stock exchanges and begin to issue stocks after the listing committees approve to accept their stocks.

   Article 13. In applying for issuing stocks with local governments or central departments in charge, an enterprise shall produce the following documents:

1. An application;

2. Agreement for the issue made at promoters meetings or the meetings of stock holders;

3. Documents for approving the establishment of a limited liability company;

4. Business license or registration certificate for start up of the company granted by the departments for the administration of industry and commerce;

5. Articles of association or draft articles of association;

6. Prospectus;

7. Feasibility study report on the application of the funds and documents of approval issued by government departments concerned for fixed assets investment projects that needs funds or other conditions provided by the State;

8. Financial reports for the last three years or since its setup, which have been audited by accountants offices and the audit reports signed and sealed by at least two registered accountants and their offices;

9. Proposals of legal effect signed or sealed by at least two lawyers and their office;

10. An asset appraisal report signed and sealed by at least two professional rating personnel and their office, a capital rating report signed and sealed by at least two registered accountants and their office, and the document of confirmation produced by the department for the control of State property if it concerns State assets;

11. Underwriting plan and underwriting agreement;

12. Other documents required by local governments or central departments in charge of enterprises.

   Article 14. In submitting the approved applications for review by the CSSMC, the following documents are required apart from those listed in Article 13:

1. Document of approval issued by local government or central government department in charge of enterprises; and

2. Other documents as required by the CSSMC.

   Article 15. The prospectus mentioned in Article 13 should be made according to the requirements by the CSSMC and contain the following items:

1. Name and residence of the company;

2. Brief accounts of the promoter and issuer;

3. Purpose of raising funds;

4. The total amount of the current stock capital, the category and amount of stocks to be issued, face value and selling price of each share, the net capital value for each stock before the issue and the net capital value of each stock after the issue, and expenses and commissions for the issuing of stocks;

5. The number of stocks subscribed to by the promoter in the first issue, the structure of stock rights and certificate for capital verification;

6. Name of the underwriter, the mode of underwriting and the amount to be underwritten;

7. Objects, time, location of the issue and the modes of subscription and payment;

8. Plan for using the funds raised and prediction of gain or loss and risks;

9. The short-term development plan of the company and the documents for the prediction of the gains for the next year examined and certified by registered accountants;

10. Important contracts;

11. Major law suits concerning the company;

12. List and resumes of directors and supervisors of the board;

13. The situation of production and operations of the past three years or since its establishment and the basic accounts of the development of related businesses;

14. The financial reports audited by the accountants offices over the past three years or since the establishment of the company and the audit report signed and sealed by at least two registered accountants and the accountants offices to which they belong;

15. The application of the funds raised in the previous issue for companies which are to make additional issues; and

16. Other items required by the CSSMC.

   Article 16. It should be noted on the cover of the prospectus that:"The promoter shall guarantee that the prospectus is true, accurate and complete. Any decision made by the government and State securities management departments concerning the current issue does not necessarily show the substantial judgement or guarantee for the value of the stocks to be issued or the gains of investors."

   Article 17. All the promoters or directors of the board and principal underwriters should put their signatures to the prospectus to ensure that the prospectus contains no false and serious misleading statements or major omissions and promise to bear the joint responsibility. Article 18. In performing their duties, registered accountants and their offices, professional appraisal personnel and their organizations, lawyers and their offices shall follow their professional standards and ethic norms in producing documents for stock issuers and carry out examination and verification of the truthfulness, accuracy and completeness of the documents produced.

   Article 19. Before getting the approval for issuing stocks, no one is allowed to reveal the contents of the prospectus in any form. After getting the approval, the issuers should publish the prospectus between two and five work days before the underwriting period begins.

Issuers should provide prospectus to subscribers. Underwriting organizations should place the prospectus in their business sites and are obliged to remind subscribers of reading the prospectus.

The prospectus is valid for six months, starting from the date when the signature of the prospectus is completed. After the prospectus becomes invalid, the issuing of stocks must stop immediately.

   Article 20. Stocks to be issued to the public shall be underwritten by securities management organizations. Underwriting may be conducted by way of contract or by acting as an agent.

Issuers should sign an underwriting agreement with the securities management organizations and the agreement should contain the following:

1. Name, residence and legal representatives of the parties concerned;

2. Mode of underwriting;

3. Categories, quantities and amount and selling prices of stocks to be underwritten.

4. The starting and ending dates of underwriting;

5. The date and mode of payment for underwriting;

6. Calculation, mode of payment and date of expenses for underwriting;

7. Responsibilities for breach of contract; and

8. Other matters named to be agreed upon.

The principles for collecting underwriting fees shall be fixed by the CSSMC.

   Article 21. In contracting for underwriting, the securities management organizations should verify the truthfulness, accuracy and completeness of the prospectus and other related publicity materials. If the documents are found to contain false and seriously misleading statements or major omission, they should not issue offer invitation or offers. If the offers have been issued, the selling activities must be stopped immediately and at the same time remedial measures shall be taken.

   Article 22. If the total face value of stocks to be issued to the public has exceeded RMB30 million or the total amount to be sold is expected to exceed RMB50 million, the issue shall be underwritten by an underwriting group.

An underwriting group is made of at least two underwriting organizations. The principal underwriter shall be determined by the issuer through competitive bidding or consultation according to the principle of fair competition. The principal underwriter should sign an underwriting group agreement with other sub-underwriters.

   Article 23. If the total face value of stocks to be issued to the public has exceeded RMB100 million or the total amount to be sold is expected to exceed RMB150 million, the number of underwriters of place other than the locality in the underwriting group and the quantities to be sold elsewhere should take a rational proportion.

Elsewhere mentioned in the preceding paragraph is referred to places outside the province, autonomous region and municipalities under the administration of the central government in which the issuer is located.

   Article 24. The period of underwriting shall not be less than ten days or exceed 90 days.

Within the underwriting period, the underwriters shall try to sell out the stocks underwritten and shall not be allowed to retain stock underwritten.

Upon the expiry of the underwriting period, the stocks remaining unsold shall be disposed of according to the underwriting agreement by way of contract or by acting as an agent.

   Article 25. In issuing applications for shares to the public, underwriting organizations or organizations they have entrusted are not allowed to collect fees higher than the cost for the printing and issuing of the application forms or limit the qualities of application forms to be issued.

When the subscribed amount has exceeded the total quantities planned to be issued to the public, the underwriting organizations shall adopt the proportional sales, or rationed sales according to fixed proportions or selling by drawing lots according to the principle of fairness. In drawing lots, the underwriting organizations should carry out the lot drawing publicly in the prescribed date, under the supervision by notary organizations and according to the prescribed procedures and sell the stocks to winners.

No units or individuals other than the underwriting organizations or organizations they have entrusted are allowed to issue or resell application forms for shares.

   Article 26. Underwriting organizations should submit written reports on the underwriting to the CSSMC within 15 days after the expiry of the underwriting period.

   Article 27. In issuing offer invitations or offers or selling the stocks of the issuers in their own hands to the public other than the issuers after the underwriting period, the securities management organizations shall get the approval of the CSSMC and conduct it in prescribed procedures.

   Article 28. If the issuer uses the new stocks to trade back the stocks already issued and such trading does not involve, directly or indirectly, the occurrence of expenses, this set of provisions do not apply.

CHAPTER THREE TRADING OF STOCKS

   Article 29. Trading of stocks shall be conducted at stock exchanges approved for stock trading by the CSSMC.

   Article 30. For listing of stocks, a limited liability company must meet the following requirements:

1. Its stocks have been issued to the public;

2. The total capital stock after the issue shall not be less than RMB50 million;

3. There are at least 1,000 individual stock holders who hold each more than RMB 1,000 of stocks in par value to give the total par value of the shares not less than RMB 10 million.

4. The company make profits for the recent three years in a run. For a limited company formed through restructuring of an enterprise, the original enterprise shall make profits for the latest three years in a run. A newly created limited company is an exception.

5. Other requirements as provided for by the SCSC.

   Article 31. A limited liability company who has met the requirements listed in the preceding article can file an application with the listing committee of the stock exchange for listing its stocks at a stock exchange. The listing committee shall give a reply or the approval to the application within 20 work days after the receipt of the application and, if approves, fix the time of listing. The document of examination and approval shall be submitted to the CSSMC for the record and a copy shall be submitted to the SCSC.

   Article 32. In applying for the listing of its stocks, a company shall produce the following documents:

1. An application;

2. Document of registration;

3. Document of approval for openly issuing stocks;

4. The financial report which has been audited by an accountants office of the latest three years or since its establishment and the audit report signed and sealed by at least two registered accountants and the office for which they work;

5. A recommendation by a member of the stock exchange;

6. The latest prospectus; and

7. Other documents as required by the stock exchange.

   Article 33. After a company has been approved to list its stocks, it should publish a listing announcement and the documents listed in Article 32.

   Article 34. The listing announcement should, apart from the main contents of the prospectus mentioned in Article 15 of this set of provisions, include the following items:

1. The date of approval and the index of the document of approval for listing the stocks;

2. Conditions of issue, structure of stock rights and the list of the ten biggest stock holders and the total amount of stocks they hold;

3. The resolution made in the founding meeting of the company or the shareholders conference to approve the listing of the stocks;

4. The resumes of the directors, supervisors and senior management personnel and the amounts of company stocks they hold;

5. The performance and financial situation in the latest three years of the company and the projected profit-making of the next year; and

6. Other materials required by the stock exchange.

   Article 35. Registered accountants and their offices, professional appraisal personnel and their organizations, lawyers and their offices should examine and verify the truthfulness, accuracy and completeness of all the documents they produce in accordance with their professional standards and ethic norms.

   Article 36. The transfer of State-owned shares shall be approved by the State department concerned and the specific measures for such transfer shall be worked out separately.

In transference, no harm shall be made on the right and interests of the State on such stocks.

   Article 37. Stock exchanges and organizations for securities safekeeping, liquidation, transfer, registration and securities management should ensure equal treatment for local trustees as well as outside trustees and no discrimination or restriction against the latters.

   Article 38. If the directors, supervisors, senior management personnel or legal person shareholders who each holds more than 5 percent of the voting stocks sell the stocks of the company they hold within six months after they bought in or buy in after six months of selling out, the profits they make shall belong to the company.

The preceding provision applies to the directors, supervisors, senior management personnel and legal person shareholders of the company who each holds over 5 percent of the voting stocks of the company.

   Article 39. The employees and management personnel in the securities trade and other people forbidden by the State to trade stocks shall not hold and trade stocks directly or indirectly, except the trading of securities of investment funds approved for issue.

   Article 40. Professional personnel who have produced the audit reports, assets appraisal reports and legal proposals for issuing stocks shall not buy or hold the stocks within the underwriting period and in the six months after the expiry of the underwriting period.

Professional personnel who have produced the audit reports, assets appraisal reports and legal proposals for the listing companies shall not buy or hold the stocks of the publication of the audit reports, the assets appraisal reports and legal proposals.

   Article 41. Without approval according to relevant provisions of the State, a limited liability company is not allowed to buy back the stocks it has issued.

   Article 42. Without the prior approval of the SCSC, no one is allowed to trade the futures option and futures of stocks and their indices.

   Article 43. No financial organization is allowed to provide loans for stock trading.

   Article 44. Securities management organizations are not allowed to lend the stocks of customers to others or use them as collateral securities.

   Article 45. The securities management organizations which have been approved to handle at least two items of businesses such as securities operations, acting as an agent for securities and the management of investment funds should separate its staff members, funds and accounts of different operations.

CHAPTER FOUR BUY OUT

   Article 46. No individual is allowed to hold more than five per thousand of the common shares issued by a listed company. The part that exceeds five per thousand shall be purchased by the listed company at the original purchase price by the holder or the market price which is lower after getting the approval from the CSSMC. However, if the exceeded part is due to the later reduction of the total shares issued, it is allowed to be held within a reasonable period of time without having to be purchased.

Such a limitation shall not apply to the B shares in Renminbi and shares issued abroad held by individuals from Hong Kong, Macao, Taiwan and abroad.

   Article 47. If a legal person has held, directly or indirectly, more than five percent of the common shares issued by a listed company, a written report and announcement should be submitted to the listed company, the stock exchange and the CSSMC within three work days since the holding. However, if the exceeded part is due to a later reduction of the total amount of common shares issued by the company, it is allowed to be held within a reasonable period of time.

If a legal person holds more than five percent of the common shares issued by a listed company, a written report and announcement should be submitted to the company, the stock exchange and the CSSMC within three work days starting upon an increase or reduction of holding of such shares in an amount reaching two percent of the total amount of the common shares issued.

A legal person is not allowed to buy or sell such shares directly or indirectly before or within two work days of the submission of the above said report and announcement.

   Article 48. As soon as a legal person other than the promoters holds 30 percent or more of the common shares issued by a listed company, it shall issue an offer of buying out in cash the shares of the company at a higher price of the two listed below:

1. The highest price paid for the shares by any buyout within 12 months before the present buyout offer is made;

2. The average market price of such shares within 30 days before the buyout offer is made.

The shareholder concerned is not allowed to again purchase such shares before the offer is made.

   Article 49. A written report should be submitted to the CSSMC before an offer of buyout is made. At the same time of making an offer, a report should be sent to the purchase offerees and the stock exchange with the related information about the offerer and the offer and ensure that the materials are true to facts, accurate and complete, without any misleading effect.

The validity period of a buyout offer shall be no less than 30 work days upon the offer is made. The offerer shall not withdraw the buyout offer within 30 days upon the offer is made.

   Article 50. All the conditions laid down in a buyout offer equally apply to all holders of the same kinds of shares.

   Article 51. The buyout is recognized failure when the offerer of the buyout still holds less than 50 percent of the total amount of common shares issued by the listed company upon the expiry of the offering period and before a new offer to be made, the offerer is not allowed to buy each year more than five percent of the total common shares issued by the listed company.

If an offerer succeeds in holding more than 75 percent of the total shares issued by a listed company upon the expiry of the offer, the listed company shall cease to trade its shares at the stock exchange.

If the amount of shares purchased by a buyout offerer is less than the total addressed in the offer, the offerer shall purchase shares from the offerees to the amount set.

If the amount of shares purchased by the buyout offerer has reached 90 percent of the total shares issued by the listed company upon the expiry of the offering period, holders of the remaining shares have the right to force the sale of their shares under the same conditions.

   Article 52. Should any change be made in main conditions of the offer after the offer made, the buyout offerer shall notify the offerees immediately by way of holding press briefings, publishing the alterations in newspapers or magazines or through other ways.

The buyout offerer is not allowed to purchase the same kind of shares under the conditions other than those prescribed in the offer during the offering period and within 30 days after the expiry of the offer.

Buyout offerees have the right to withdraw their intended acceptance of the offer before the offer become invalid.

CHAPTER FIVE SAFEKEEPING, SETTLEMENT AND TRANSFER

   Article 53. Shares shall be registrated in names. Shares may be listed in books or printed in coupons. The lists of shares in books shall be safekept by organizations designated by the CSSMC. The printed shares needed to be kept in a whole packet should also be kept by organizations designated by the CSSMC.

   Article 54. Without written consent of a shareholder, the share keeping organization is not allowed to lend the shares of the shareholder to others or use them as collateral.

   Article 55. Clearing houses of securities shall formulate their own operational procedures and internal managing rules for stock settlement and transfer according to the principle of convenience, safety and fairness.

Clearing houses of securities shall accept members according to the principle of fairness.

   Article 56. Securities safekeeping, settlement, transfer and registration organizations shall accept the supervision and control by the CSSMC in their operations.

CHAPTER SIX INFORMATION REVEALED BY LISTED COMPANIES

   Article 57. Listed companies shall provide the CSSMC and the stock exchanges with the following documents:

1. A medium-term report provided within every 60 days after the end of the first six months of each accounting year;

2. An annual report audited by registered accountants provided within every 120 days after the end of each accounting year.

The medium-term and annual reports shall be compiled in full accordance with the provisions of the national accounting system and the CSSMC and signed by a director or a manager authorized by the listed company and affixed with the seal of the listed company.

   Article 58. The medium-term report listed in Article 57 shall contain the following:

1. Financial statement of the company;

2. An analysis of the financial situation and operational achievements by the company's managing department;

3. Matters concerning major law suits involving the company;

4. Changes of the outstanding capital stocks;

5. Major matters submitted by the company to voting shareholders for examination; and

6. Other matters required to be specified by the CSSMC.

   Article 59. The annual report referred to in Article 57 shall contain the following:

1. A brief account of the company;

2. A brief account of the main products or main services of the company;

3. A brief account of the trade to which the company belongs; 4. A brief account of the major factories, mines, real estates and other assets owned by the company;

5. The situation of the outstanding capital stock of the company, including a list of shareholders who hold more than five percent of the outstanding shares of the company and the list of the ten biggest shareholders;

6. The total number of shareholders of the company;

7. A brief account of the directors, supervisors and senior managing personnel, the shares they hold and their reimbursement;

8. A list and a brief account of the company and its collaborators;

9. A summary of financial status of the company in recent three years or since its establishment;

10. An analysis of the financial situation and performance of the company by the managing department;

11. Changes of the outstanding capital stock of the company;

12. Matters concerning major law suits involving the company;

13. A comparative financial report of the recent two years of the company audited by registered accountants and its attached tables and notes. If it is a holding company, a consolidated comparative financial statement of the recent two years shall be included;

14. Other contents required to be specified by the CSSMC.

   Article 60. Whenever a major event which might have a great impact on the market prices of the stocks of a listed company, but without the knowledge of the investors at the time, the listed company shall submit a report about the event to the stock exchange and the CSSMC and acknowledge the public the true nature of the event. If the listed company has enough reason to believe that the full revelation the event will damage the interests of the company and the its undiscovery will not lead to big changes in the market prices of the shares, it may not make the revelation with the approval of the stock exchange.

Major events mentioned in the preceding paragraph include the following:

1. Major contracts signed by the company, which may have a marked impact on the assets, liabilities, rights and interests and performances of the company;

2. Major changes in the business policies or scope of business of the company;

3. Major investment move or long-term assets move that requires a big amount of funds;

4. Major debts incurred on the company;

5. Default of major debts overdue;

6. Major operational or non-operational losses incurred.

7. Major losses incurred on the assets of the company;

8. Major changes in the production and operational environment of the company;

9. Laws, decrees, policies and regulations newly published that will have a marked influence on the operation of the company;

10. Changes of the chairman of the board, more than 30 percent of the directors or general manager;

11. Increase or Reduction each time of the shares of a shareholder who holds more than five percent of the outstanding capital stock has reached more than two percent of such shares issued.

12. Matters concerning major law suits involving the company; and

13. The company is in a state of liquidation and bankruptcy.

   Article 61. Wherever a report or reports that might have a misleading effect on the market prices of the shares of a listed company carried by any mass media, the company should publicly clarify the whole matter as soon as it gets to know the event.

   Article 62. Directors, supervisors and senior management personnel of a listed company who hold common shares of the company should report to the CSSMC, the stock exchange and their own company about the shares they hold; If there are any changes in the shares they hold, they should report to the CSSMC, the stock exchange and the company within ten days starting from the date of change.

   Article 63. A listed company shall publish any information that should go on public on national newspapers or magazines designated by the CSSMC.

The listed company may also publish the information concerned on local newspapers or magazines designated by the stock exchange.

   Article 64. The CSSMC shall make known timely to the public the reports, announcements and other documents submitted by the listed companies and their directors, supervisors and senior managing personnel and shareholders who hold five percent of the issued and outstanding shares of the companies for reference by investors.

All the information required to be revealed by the CSSMC is open, except the following:

1. Commercial secrets protected or not allowed to be revealed by law and regulations;

2. Non-open information and documents obtained by the CSSMC in the process of investigating law-violating acts; and

3. Other information and documents that may not be revealed according to the provisions of relevant laws and regulations.

   Article 65. A shareholder may authorize his agent to exercise his right of consent or right of voting. However, when a person wants to collect the consent right or voting right of more than 25 shareholders, he (she) shall observe the provisions on the revelation of related information and submitting reports as laid down by the CSSMC.

   Article 66. Apart from submitting reports, announcements, information and documents that have been clearly defined in this chapter to the CSSMC and the stock exchanges, a listed company shall submit related reports, announcements, information and documents required by the stock exchanges and make them known to all the shareholders.

   Article 67. The provisions of Article 57 and Article 65 apply to limited liability companies which have issued shares to the public and yet the shares have not been traded at stock exchanges.

CHAPTER SEVEN INVESTIGATION AND PUNISHMENT

   Article 68. For violation of these provisions by any units or individuals, the CSSMC has the right to engage in investigation by itself or together with other government departments concerned. Investigations into major cases shall be organized by the SCSC.

   Article 69. The CSSMC may carry out examinations into any operational activities of securities managing organizations.

   Article 70. A limited liability company shall be subject to punishments such as warning or concurrent warning, forced to return the funds illegally raised, confiscation of illegal proceeds or fine according to the seriousness of the case, or in more serious cases, even being disqualified for issuing shares if it has committed one of the following acts that violate these provisions:

1. Issue shares without approval or in disguise;

2. Get approval to issue stocks or to trade its shares by deception or other illegal means;

3. Issue shares in the mode or scope not provided for or sell shares after the prospectus has become invalid; and

4. Buy back the issued and outstanding shares without approval.

Directors, supervisors or senior managing personnel of a limited liability company who are directly responsible for the acts listed in the preceding paragraph shall punished with a warning or a fine from RMB30,000 to RMB300,000.

   Article 71. A securities managing organization shall be subject to punishments such as warning or concurrent warning, confiscation of the shares illegally obtained and other illegal proceeds or a fine according to the seriousness of the case, and in more serious cases, even the restriction or temporary stoppage of its securities operations or even the revoke of its business license if it has committed one of the following acts that violate these provisions:

1. Fail to underwrite stocks according to the prescribed time, procedure and methods;

2. Fail to issue share subscription applications according to regulations;

3. Lend shares of clients to others or use them as collateral;

4. Collect unreasonable amount of commissions or other fees;

5. Buy stocks for its own organization in the name of clients;

6. Use the honest money of clients for other purposes;

7. In trading stocks for clients, share with them the profits or losses from trading or provide them with the guarantee to prevent from losses; and

8. Provide financing for stock trading.

The person in charge of the securities managing organization or directly responsible for the acts listed in the preceding paragraph shall be punished with a warning or a fine from RMB30,000 to RMB300,000.

   Article 72. Insiders or other people who have obtained inside information and have violated these provisions by disclosing the inside information, trading stocks according to the inside information obtained or prompting others on the trading of stocks shall be subject to punishments such as confiscation of the shares illegally obtained and other proceeds, concurrently with a fine between RMB50,000 and RMB500,000 according to the circumstances of the cases.

Employees and managing personnel of the securities trade and other people forbidden by the State to trade stocks who have violated these provisions by directly or indirectly holding and trading stocks shall be subject to punishments such as warning or concurrent warning, confiscation of the illegal proceeds or a fine between RMB5,000 and RMB50,000 according to the circumstances of the case, apart from being ordered to sell their shares within the prescribed time limit.

   Article 73. Accountants offices, assets appraisal organizations and lawyers offices which have violated these provisions by producing false and seriously misleading documents or documents with major omissions shall be subject to punishments such as warning or concurrent warning, confiscation of illegal proceeds or a fine according to the circumstances of the case and, in more serious cases, temporary suspension of their operations with regard to securities or revocation of their licences.

The registered accountants, professional assets appraisal personnel or lawyers directly responsible for the acts listed in the preceding paragraph shall be subject to punishments such as a warning or a fine between RMB30, 000 and RMB300,000. For more serious cases, they shall be disqualified for engaging in securities operations.

   Article 74. Any unit or individual who has committed one of the following acts in violation of these provisions shall be subject to punishments such as warning or concurrent warning, confiscation of the shares illegally obtained and other illegal proceeds or a fine according to the circumstances of the cases:

1. To carry out stock trading in places other than those approved for stock trading;

2. To make false and seriously misleading statements or omit major information in the process of issuing and trading stocks;

3. To monopoly stock market prices through collaboration or concentration of funds or influence the issuing and trading of stocks by spreading rumors.

4. To engage in manipulation of stock prices by collaborating with others to hold back actual transfer of proprietorship of the stocks or carry out fake buy in or sell out;

5. To disrupt the operation of stock market by selling or issuing offers to sell shares not actually held;

6. To claim or force stock deals or help others trade stocks by abusing powers or by other illegal means;

7. To make deals in stocks, warrants and futures of stock index without approval;

8. To fail to perform their obligation of submitting reports on or making public or publish relevant documents and information according to regulations;

9. To forge, alter or destroy the operational records, accounting books or other documents related to the issuing and trading of stocks; and

10. Other illegal issuing or trading of stocks and related activities.

If a limited liability company has committed acts listed in the preceding paragraph and the case is serious enough, it shall be disqualified for issuing stocks. If a securities managing organization has committed such acts and the case is serious enough, it shall receive such punishments as restriction or temporary suspension of its securities operations or revocation of its securities business license.

   Article 75. The punishments referred to in Article 70, Article 71, Article 72 and Article 74 shall be adopted upon the determination by the organizations designated by the SCSC; Major cases shall be decided upon by the SCSC. The punishments listed in Article 73 shall be adopted upon the determination by the relevant departments within the term of their reference.

   Article 76. For members and staff members of listed companies, securities exchanges or other self-disciplinary managing organizations who have violated these provisions, the stock exchanges or other self-disciplinary managing organizations in the securities trade shall give sanctions against them according to their constitutions or selfdisciplinary rules apart from the administrative punishments provided for in these provisions.

   Article 77. If losses have been incurred on other due to the violation of these provisions, the civil responsibility of compensation shall be affixed.

   Article 78. If the violation of these provisions is serious enough to constitute a crime, criminal responsibility shall be affixed.

CHAPTER EIGHT ARBITRATION OF DISPUTES

   Article 79. For disputes concerning the issuing and trading of stocks, the parties concerned may apply for mediation or arbitration with the arbitration organizations according to their agreements.

   Article 80. Disputes involving the issuing and trading of stocks among securities managing organizations or between a securities managing organization and a stock exchange shall be mediated or arbitrated by arbitration organizations set up with the approval of or designated by the SCSC.

CHAPTER NINE SUPPLEMENTARY PROVISIONS

   Article 81. The meanings of terms used in these provisions:

1. "Stock" means a transferrable written certificate issued by a limited liability stock company to show the rights and interests and obligations enjoyed by the holders.

"Shares listed in book" refers to a written list made by the issuers in an unified form as provided for by the CSSMC to record the rights and interests of the holders.

"Printed shares" refers to a share in a unified written form printed by the issuers at a printer designated by the CSSMC.

2. "Outstanding common shares" refers to the common shares other than those in stock of a company.

3. "Open issue" refers to an offer invitation, offer to sell or acts of offering made by an issuer to the public on its own shares through a securities managing organization.

4. "Underwriting" refers to an act of issuing shares by a securities managing organization through contracting or acting as an agent according to an agreement.

5. "Underwriting organization" refers to a securities managing organization which shares for an issuer by way of contracting or acting as an agent.

6. "By way of contracting" refers the mode of underwriting by which all the shares unsold shall be bought by an underwriting organization after the end of the period of issue.

7. "By acting as an agent" refers the mode of underwriting by which a securities managing organization acts as an agent in selling shares and all the unsold shares shall be returned to the issuer or contractors after the period of issue ends.

8. "Publish" refers to an act of publishing the documents required to be revealed by these provisions at newspapers or magazines designated by the CSSMC.

9. "Make public or known" refers to the acts of placing the documents required to be revealed at place of business of the issuer and the securities underwriting organizations and the CSSMC for reference by investors.

10. "Offer" refers to an oral or written expression of buying or selling some kind of stocks issued to a given or non-given person.

11. "Offer invitation" refers to an expression of asking others to issue offer to himself.

12. "Intended to accept the offer" refers to an initial expression of the offerees for accepting the offer, which constitutes no promise before the offering period expires.

13. "Listed company" refers to a limited liability stock company which has got the permission to list its stocks.

14. "Insider" refers to any person who comes into contact with or can obtain inside information by way of holding shares of an issuer or serving as director, supervisor or senior managing personnel of an enterprise of the issuer or an enterprise which has close relations with the issuer or by taking advantage of its position as a member, the managing posts, supervision job or professional position or as an employee or by performing the duty as a professional advisor.

15. "Inside information" refers major information remaining secret but in the possession of the related issuers, securities managing organization, legal persons intending to buy shares, securities supervision and control organizations, self-disciplinary managing organizations in the securities trade and other people closely associated with them.

16. "Stock exchange" refers to a site where, with approval, stocks are traded and prices are quoted through an organized system.

17. "Securities managing personnel" refers to staff members of a securities managing department or a selfdisciplinary managing organization in the securities trade.

18. "Employees of the securities trade" refer to the working staff members of organizations engaging in the issuing, trading and related operations.

   Article 82. The regulations concerning the management of securities operational organizations and stock exchanges shall be formulated separately.

These provisions do not apply to shares held by the staff members and workers of a company.

   Article 83. The right of interpreting the provisions rests with the SCSC.

   Article 84. The provisions come into force as of the date of promulgation.