Laws of the People's Republic of China

The Ministry of Commerce, China Securities Regulatory Commission, the State Administration of Taxation, the State Administration of Industry and Commerce, the State Administration of Foreign Exchange

Decree of the Ministry of Commerce, China Securities Regulatory Commission , the State Administration of Taxation, the State Administration of Industry and Commerce, the State Administration of Foreign Exchange

No. 28

Measures for Strategic Investment by Foreign Investors upon Listed Companies formulated by The Ministry of Commerce, China Securities Regulatory Commission, State Taxation Administration, State Administration of Industry and Commerce, the State Administration of Foreign Exchange, are hereby promulgated and shall enter into force 30 days after its promulgation.

Minister of the Ministry of Commerce

President of China Securities Regulatory Commission

Director General of the State Administration of Taxation

Director General of the State Administration for Industry and Commerce

Director General of the State Administration of Foreign Exchange

December 30, 2005

Measures for Strategic Investment by Foreign Investors upon Listed Companies

Article 1

In order to standardize strategic investment of foreign investors on A-shares company (hereinafter referred to as listed company) after the reform of non-tradable shares of listed company, to maintain securities market order, to introduce foreign advanced management experience, technology and capital, to ameliorate structural governance of listed company, to protect the lawful rights of listed companies and the shareholders, the Measures are hereby enacted in accordance with the requirement of Directive Opinions of China Securities Regulatory Commission, the State-owned Assets Supervision and Administration, the related laws and acts on supervision of foreign investment and listed company as well as the Interim Provisions on Foreign Investors' Acquisition and Merger of Domestic Enterprises.

Article 2

The Measures apply to such acts as foreign investors(hereinafter referred to as investors) acquired A-shares of the listed company having finished reform of non-tradable shares and of the new listed companies by means of long-and-mid-term strategic investment of merger and acquisition(hereinafter referred to as strategic investment) with certain scale.

Article 3

Investors may undertake strategic investment in accordance with the Measures after the approval of the Ministry of Commerce.

Article 4

Strategic investment shall abide by the following principles:

(1)

Abide by the related national laws, rules and related industrial policy, without harming national economic safety and social public interest;

(2)

Abide by the principle of openness, equity and fairness, maintain the lawful right of listed companies and other shareholders, be subject to the supervision of government and public and the jurisdiction of China"s judiciary and arbitration;

(3)

Encourage long-and-mid-term investment, maintain normal order of securities market, and prohibit speculation;

(4)

Not impede fair competition, prevent from over-concentrations of domestic related products, and from exclusion or limitation of competition.

Article 5

The following circumstances shall be met for investor to conduct strategic investment:

(1)

To acquire A-shares of listed company by means of contract transfer, regular, issuing of new shares by listed company or otherwise prescribed by national laws and rules;

(2)

Investment may be conducted by stages, with the proportion of shares obtained after the initial investment no less than 10% of the shares issued by the company, except special provisions for special industry or the approval by related competent authorities;

(3)

A-shares obtained by listed company shall not be transferred within three years;

(4)

As for the industries with specific provisions on share proportion of foreign investors, shares held by the above-mentioned investors shall accord with the related provisions; as for the regions prohibited from foreign investment, investors shall not invest in the above-mentioned regions;

(5)

Investment related to state shareholder of listed companies shall accord with the related provisions on state asset management.

Article 6

Investors shall conform to the following requirements:

(1)

Foreign legal person or other organizations set and operated lawfully, steady finance, sound credit and experienced management;

(2)

The total amount of abroad real asset shall not be less than USD0.1 billion or the total amount of real asset under supervision no less than USD 0.5 billion; or the total amount possessed by its parent company no less than USD0.1 billion or the total amount of real asset under supervision no less than USD 0.5 billion;

(3)

Wholesome governance structure, sound inner control system, and standardized operation;

(4)

Without several penalty from abroad supervision organs within three years (including its parent company).

Article 7

Strategic investment conducted through new shares introduction by listed companies shall be undertaken in accordance with the following procedures:

(1)

Resolution on new shares introduction by board of directors of the listed company to investors and on revision draft of articles of association;

(2)

Resolution on new shares introduction by corporate shareholder of the listed company to investors and on revision draft of articles of association;

(3)

Introduction contract signed by the listed company and investor(s);

(4)

Application documents submitted by the listed company to the Ministry of Commerce in accordance with Article 12 of the Measures, special provisions prevail when available;

(5)

The listed company, after the receipt of the approval from the Ministry of Commerce on strategic investment by investors upon the listed company, shall submit the introduction application documents to China Securities Regulatory Commission and subsequently obtain its approval;

(6)

The listed company, after the completion of introduction, shall draw the approval certificate of foreign invested enterprises by the Ministry of Commerce and thereby register alteration in the administrative authorities of industry and commerce.

Article 8

Strategic investment by means of contract transfer shall be handled in accordance with the following procedures:

(1)

Resolution of strategic investment by board of directors of the listed company via investors and by means of contract transfer;

(2)

Resolution of strategic investment by board of directors of the listed company via investors and by means of contract transfer;

(3)

Stock transfer contract signed by the transferor and the investor;

(4)

Related application documents submitted by the investor to the Ministry of Commerce in accordance with Article 12 of the Measures, special provisions prevail when available;

(5)

The investor with shares in the listed company, after having received the above-mentioned approval, shall handle confirmation procedures of stock transfer in the concerned stock exchange, conduct registration transfer procedures in securities registration and clearing institutions and submit them to China Securities Regulatory Commission for filling and record keeping;

(6)

The listed company, after the completion of contract transfer, shall come to the Ministry of Commerce for approval certificate of foreign-invested enterprise and thereby conduct alteration registration in the administrative authorities of industry and commerce.

Article 9

The investor, with the intention to substantially control the listed company by means of contract transfer, after having received the approval in accordance with item (1) ,item(2), item (3) and item(4) in Article 8 , shall submit the acquisition statement and the related documents to China Securities Regulatory Commission, and after the check and approval by China Securities Regulatory Commission, conduct stock transfer confirmation procedures, transact registration transfer procedure in securities registration and clearing institutions. The listed company, after completion of the above-mentioned procedures, shall conduct in accordance with item(6) of Article 8 .

Article 10

The investor conducting strategic investment upon the concerned listed company shall fulfill statement, announcement and other legal obligations in accordance with Securities Law of the People"s Republic of China and the related provisions of China Securities Regulatory Commission.

Article 11

The Investor, to continue strategic investment upon the listed company with itself as the shareholder, shall conduct in accordance with the means and procedures prescribed in the Measures.

Article 12

The listed company or investor shall submit the following documents to the Ministry of Commerce:

(1)

Strategic investment application ( its form is shown in Appendix 1)

(2)

Strategic investment project (its form is shown in Appendix 2)

(3)

Introduction contract or share transfer agreement;

(4)

Position paper of recommendation institutions (concerned with introduction) or legal letter;

(5)

Commitment letter of continued shareholding by investors;

(6)

Certificate that the investor did not suffer severe penalty from domestic and abroad custody, and whether the investor suffered from otherwise penalties;

(7)

Registration certificate with lawful notarization and certification for the investor, identity certificate of the legal person( or authorized representative);

(8)

Balance sheet of the investor in recent three years with the audit of certified public accountant;

(9)

The documents to be submitted in accordance with the provisions in item(1), item (2), item(3), item (5), item(6) shall receive the approval from the legal representative of the investor or the signature from its authorized representative, for the latter occasion, confirmation signed by the legal representative and related notarization and certification;

(10)

Other documents prescribed by the Ministry of Commerce.

The Chinese original version of the above-mentioned documents shall be submitted, except that the original version and the Chinese translation of the documents listed in item (7) and item (8) shall be submitted.

The Ministry of Commerce, within 30 days after receipt of all the above-mentioned documents, shall give the official reply, the duration of validity of which is 180 days.

Article 13

Foreign company ("parent company") in conformity with the requirement in Article 6 of the Measures may conduct strategic investment via its overseas subsidiaries ("investors"). The investor, besides submitting the documents prescribed in Article 9 of the Measures, shall submit to the Ministry of Commerce the irrevocable commitment letter where the parent company bears joint and several liabilities on the investment of the investor.

Article 14

The investor, within 15 days after the receipt of the official approval by the Ministry of Commerce, shall open its foreign exchange account. The investor, after the receipt of capital in foreign exchange for strategic investment from overseas, shall, in accordance with the related provisions of foreign exchange administration, open special foreign exchange account (acquisition type) exclusively for foreign investor in the local foreign exchange bureau where the registration office for listed companies locates, and settlement and exchange of capital in the account and its cancellation procedures shall be conducted in accordance with the provisions related to foreign exchange administration.

Article 15

The investor may, by holding the approval certificate and lawful identity certificate authorized by the Ministry of Commerce concerning investment on listed companies, conduct the related procedures in securities registration and clearing institutions.

As for the non-tradable stocks held by the investor prior to its reform or the stocks held by the investor prior to the initial public offering, the securities registration and clearing institutions may ,in accordance with the application of the investor, open the securities account.

The securities registration and clearing institutions shall, in accordance with the related measures, formulate the corresponding provisions.

Article 16

The investor shall, within 15 days after the capital settlement and exchange, start up its strategic investment and, within 180 days after the receipt of official approval, complete its strategic investment.

Should the investor fail to duly complete the strategic investment, the official approval from the authorities of examination and approval automatically ceases to be in force. The investor shall, within 45 days after the invalidation of the official approval and with the examination and approval of foreign exchange bureau, purchase and exchange the RMB to foreign currency and remit it out of China.

Article 17

After the completion of strategic investment, the listed company shall, by holding the following documents and within 10 days, come to the Ministry of Commerce to draw approval certificate for foreign investors:

(1)

Application;

(2)

Official reply from the Ministry of Commerce;

(3)

Share-holding certificate issued by securities registration and clearing institutions;

(4)

Business license and lawful identity certificate of the listed company;

(5)

Articles of association of listed company.

The Ministry of Commerce shall, within 5 days after the receipt of all the above-mentioned documents, promulgate approval certificate for foreign investment company and note "foreign-invested joint-stock company ( A-shares acquisition and merger) " .

Where the investor has obtained 25% of a listed company and claimed the shareholding no less than 25% within 10 years, the Ministry of Commerce shall note "foreign-invested joint-stock company (no lea than 25% of A-shares acquisition and merger)" in the approval certificate issued for foreign-invested company.

Article 18

The listed company shall, within 30 days after the signature and issuing of approval certificate of foreign-invested enterprises, apply to the administrative authorities of industry and commerce for the registration for altering company type and submit the following documents:

(1)

Alteration application signed by the legal representative of the company;

(2)

Approval certificate for foreign-invested enterprises;

(3)

Share-holding certificate issued by securities registration and clearing institutions;

(4)

Lawful business operation certificate for investors after approval and certification;

(5)

Other documents to be submitted in accordance with the requirement of the State Administration of Industry and Commerce.

Should alteration be made after examination and approval, the administrative authorities of industry and commerce shall note in the column of "enterprise type" of license of business operation "foreign-invested joint limited company (A-shares acquisition and merger)". Should the investor hold no less than 25% of its share and commit itself no less than 25% continuously within 10 years, it shall be noted "foreign-invested joint limited company(A-share acquisition and merger no less than 25%).

Article 19

The listed company shall, within 30 days after the signature and issue of business operation license for foreign-invested companies, handle related procedures in the concerned authorities of taxation, customs and foreign exchange administration. The administrative authorities of foreign exchange shall note in the foreign exchange registration certificate "foreign-invested joint limited company ( A-shares acquisition and merger)". Should the investor for strategic investment have acquired no less than 25% of the shares of the single listed company or commit itself to continue holding no less than 25% of the shares of the listed company herein, the administrative authority concerned shall note in the registration certificate of foreign exchange ""foreign-invested joint limited company (no less than 25% of A-shares acquisition and merger)".

Article 20

The investor shall not transact securities treatment( with the exception of B-shares), except the following circumstances:

(1)

A-shares held by the investor for strategic investment may be sold after the expiration of shareholding commitment;

(2)

The investor shall, by means of offer, purchase securities concerned in accordance with the related provisions of Securities Law of the People"s Republic of China, and may, within the period of offer, purchase shares sold by A-shareholders of listed company;

(3)

Non-tradable shares held by the investor before the reform hereof may be sold after the completion of non-tradable shares reform and the expiration of time limit for share selling;

(4)

Shares held by the investor before the initial public offering may be sold after the expiration of time limit for share selling;

(5)

Should shares held by the investor before the expiration of shareholding commitment need to be transferred for such specific reasons of bankruptcy, liquidation, mortgage, they may be transferred with the approval from the Ministry of Commerce.

Article 21

Where the share reduction makes the foreign shares of the listed company less than 25%, the listed company shall, within 10 days, put in record in the Ministry of Commerce and handle such related procedures as the approval certificate of foreign-invested enterprises

Where the share reduction makes the foreign shares of the listed company less than 25% and the investor concerned is the largest single shareholder, the listed company shall, within 10 days, put in record in the examination and approval authorities and handle such related procedures as the cancellation of the approval certificate of the foreign-invested enterprises.

Article 22

Where the share reduction makes the foreign shares of the listed company less than 25%, the listed company shall, within 30 days after the alteration of the approval certificate of foreign-invested enterprises, handle the alteration registration in such administrative authorities of industry and commerce as change the type of certificate of business operation as "foreign-invested joint limited company(A-share acquisition and merger)". The listed company shall, within 30 days of the registration alteration of license of business operation, handle the alteration registration and the administrative authorities of foreign exchange shall note in the registration certificate "foreign-invested joint limited company (A-shares acquisition and merger).

Where the share reduction makes the foreign shares of the listed company less than 10% and the investor is the largest single shareholder, the listed company shall, within 30 days after the cancellation of the approval certificate of foreign-invested enterprises, handle the alteration registration in the administrative authorities of industry and commerce and the type of the enterprise shall be changed to joint limited company. The listed company shall, within 30 days after the alteration of the license of business operation, handle the cancellation procedures of foreign exchange in the administrative authorities of industry and commerce.

Article 23

Where the parent company, via its subsidiaries overseas, conducts strategic investment and duly complete it, the parent company shall, before the transfer of its subsidiaries overseas, notify the Ministry of Commerce, and put forward application in accordance with the Measures. The new transferee shall accord with the provision of the Measures and undertake all the rights and obligations of the parent company and its subsidiaries in the listed company, and fulfill lawful obligations to report and declare to China Securities Regulatory Commission in accordance with related laws and rules.

Article 24

Where the investor, via A-shares market, transfers its shares hold in the listed company, it shall apply for foreign exchange purchase and remit in the bureau of foreign exchange where the listed company locates in accordance with the following documents:

(1)

Written application;

(2)

Approval certificate authorized for settlement of exchange via the bureau of foreign exchange in special foreign exchange account( Purchase type) for foreign investors opened for strategic investment;

(3)

Approval documents for the alteration of the stock ownership structure of the listed company issued by the Ministry of Commerce;

(4)

Certificates related to Securities exchange issued by securities broker institutions;

Article 25

Where the investor holds less than 25% shares of the listed company, its foreign loan shall be handled in accordance with the related provisions of interior China-Affiliated Corporations.

Article 26

Staff members in related government institution shall devote themselves to their duties, fulfill their duties in accordance with the related laws, shall not abuse their power to seek improper interest, and shall fulfill the confidential obligation on their acquainted business secret.

Article 27

Strategic investment by the investors from Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan shall be handled in accordance with the Measures.

Article 28

The Measures enter into effect as of 30 days after its promulgation.

Appendix 1:Strategic investment application

(1)

Name of the investor

(2)

Name of the objective listed company

(3)

Intention of investment

(Signature of the investor and its authorized representative)

date Appendix 2:Strategic investment project

(1)

Name of the investor and its self-introduction (where its parent company undertakes strategic investment via its subsidiaries, the investor shall also submit the related documents of the parent company)

(2)

Name of the objective listed company, scope of business , the specific means to obtain shares of the company, amount of shares to be obtained and its proportion and time limit of its strategic interest in the listed company after it obtainment

(3)

Time limit for continuous shareholding

(4)

Interpretation of correlative relationship between the investor and the objective listed company

(signature of the investor and its authorized representative)

Date