Laws of the People's Republic of China

No. 30

The Measures for the Administration of the Issuance of Securities by Listed Companies, which were deliberated and adopted at the 178th executive meeting of the chairmen of China Securities Regulatory Commission on April 26, 2006, are hereby promulgated and shall come into force as of May 8, 2006.

Chairman of China Securities Regulatory Commission, Shang Fulin

May 6, 2006

Measures for the Administration of the Issuance of Securities by Listed Companies Chapter I General Provisions

ArticleArticle 1

These Measures are formulated pursuant to the Securities Law and Company Law with a view to regulating the issuance of securities by listed companies and protecting the lawful rights and interests of investors and the social and public interests.

Article 2

The listed companies which apply for issuing securities within the territory of China shall be governed by these Measures.

The securities as mentioned in these Measures shall refer to the following types of securities:

(1)

Stocks;

(2)

Convertible corporate bonds; and

(3)

Other types as recognized by the China Securities Regulatory Commission (hereinafter referred to as the CSRC).

Article 3

A listed company may make a public issuance of securities towards unspecified objects or may make a private issuance of securities towards specified objects.

Article 4

When issuing securities, a listed company shall disclose or provide the genuine, accurate and complete information timely and fairly, which shall not contain any false record or misleading statement or has any serious omission.

Article 5

The fact that the CSRC approves the issuance of securities of a listed company does not mean that the CSRC makes any substantial judgment or guarantee about the investment value of the securities or about the proceeds of the investors. The investors who subscribe to the securities shall bear the investment risks themselves due to any changes in the business operations and proceeds of the listed company.

Chapter II Conditions for the Public Issuance of Securities

Section 1 General Provisions

Article 6

A listed company which satisfies the following provisions shall be deemed that it has a sound and well-operated organizational structure:

(1)

The Articles of association are lawful and effective, and there are sound bylaws for the shareholders¡¯ assembly, the board of directors, the board of supervisors, and independent directors, who are able to perform their respective functions according to law;

(2)

The company has sound internal control system, which can ensure the operating efficiency, lawfulness and regulation compliance of the company, and the reliability of its financial reports. There is no serious defect with regard to the completeness, reasonableness and validity of the internal control system;

(3)

The incumbent directors, supervisors and senior management members are qualified for their posts and can faithfully and diligently perform their duties. None of them has committed any act in violation of Article 148 or Article 149 of the Company Law, and has been given any administrative punishment by the CSRC within the latest 36 months, and condemned publicly by the stock exchange within the latest 12 months;

(4)

The listed company separates its personnel, assets and financial affairs from those of the controlling shareholder or the actual controller, has independent institutions and business operations and can carry out business operations and management independently;

(5)

The listed company has not provided any guaranty to any outsider illegally within the latest 12 months.

Article 7

A listed company which meets the following provisions shall be deemed that it has a sustainable profit-making ability:

(1)

It has favorable earnings for the latest 3 consecutive fiscal years. Comparing the net profits after deducting the non-regular profits and losses with the pre-deduction net profits, of which the lower shall be the calculation basis.;

(2)

It has relatively stable sources of business and profits and it does not excessively rely on its controlling shareholder or actual controller;

(3)

Its present primary business or investment direction can develop in a sustainable manner. It has a sound business operation mode and investment plan, and has a good market prospect for its main product or service. There is no major imminent or foreseeable unfavorable change in the business operation environment and market demands;

(4)

The senior management members and the core technicians are stable and there is no seriously unfavorable change in the latest 12 months;

(5)

The important assets, core technologies or other important rights and interests are lawfully obtained and can be continuously utilized, and there is no major imminent or foreseeable unfavorable change therein;

(6)

There is no guaranty, lawsuit, arbitration or any other important matter that is likely to seriously affect the sustainable business operations of the company; and

(7)

Where it has ever issued any securities publicly within the latest 24 months, and no such circumstance ever occurs in which the business profits of the current year of the issuance decrease by 50% or more as compared to that of the previous year.

Article 8

A listed company which satisfies the following provisions shall be deemed that it has a good financial status:

(1)

Its basic accounting work is standardized and it strictly complies with the uniform accounting system of the state;

(2)

With regard to the financial statements of the latest three years and the recent 1 period, there is no audit report with reserved opinions, or negative opinions or opinions that cannot be expressed as issued by certified accountants. For an audit report with no reserved opinions but with emphasized paragraph of matters issued by a certified public accountant, the matters involved have no major unfavorable effect on the issuer of securities or the major unfavorable effect has been eliminated prior to the issuance of securities;

(3)

The quality of its assets is good. The non-performing assets cannot result in any major unfavorable effect on the financial status of the company;

(4)

Its business outcomes are real and the cash flows are normal. The recognition of its business incomes, costs and expenses strictly complies with the relevant accounting standards of the state. It has made sufficient and reasonable provisions for asset impairment in latest three years and it has never manipulated its business performances; and

(5)

The profits that it has distributed accumulatively in cash or in stocks in the latest 3 years are not less than 20% of the average annual distributable profits realized in the latest 3 years.

Article 9

A listed company has no false record in its financial and accounting documents within the latest 36 months and has not committed any of the following major illegal acts:

(1)

Being subject to any administrative punishment of the CSRC or given any criminal punishment due to the violation of any securities law, administrative regulation or rules;

(2)

Being subject to any administrative punishment with serious consequences, or any criminal punishment due to violating any law, administrative regulation or rules on the industry and commerce, tax, land, environmental protection or customs; or

(3)

Other acts in violation of other laws or administrative regulations of the state with serious consequences.

Article 10

The amount and utilization of the funds raised by a listed company shall satisfy the following provisions:

(1)

The amount of funds raised shall not exceed the amount required by the project;

(2)

The utilization of the fund raised complies with the industrial policies of the state as well as the laws and administrative regulations on the environmental protection and land management;

(3)

Except for a financial enterprise, the fund raised at the time shall not be used on such projects as financial investments such as holding transactional financial assets or financial assets available for sale and financial investments by lending it to others or use it by entrusted financing, nor shall it be used to invest directly or indirectly in any company that mainly engages in buying and selling securities;

(4)

The implementation of the investment project will not result in inter-industry competition between the listed company and the controlling shareholder or the actual controller, nor will it affect the company¡¯s independence in production and business operations; and

(5)

It shall formulate rules on the special deposit of the funds raised and shall deposit the funds raised in the special account as designated by its board of directors.

Article 11

Where a listed company is under any of the following circumstances, it shall not issue any securities publicly:

(1)

The application documents for the issuance at the time have any false record, misleading statement or major omission;

(2)

It illegally changes the usage of the funds raised in the previous public issuance of securities and fails to make a correction;

(3)

It has ever been publicly condemned by the stock exchange within the latest 12 months;

(4)

It and its controlling shareholder or actual controller fail to perform their public commitments to the investors within the latest 12 months;

(5)

It or any of its incumbent directors, senior management members is investigated by the judicial organ due to any suspected crime or is investigated by the CSRC due to any suspected violation of laws or regulations; or

(6)

Other circumstances under which it severely impaired the legitimate rights and interests of the investors, and the social and public interests.

Section 2 Issuance of Securities

Article 12

The allotment and sale of shares to the original shareholders (hereinafter referred to as allotment of shares) shall satisfy the following provisions in addition to meeting the provisions of Section 1 of this Chapter:

(1)

The amount of the shares to be allotted shall not exceed 30% of the total amount of capital stock prior to allotment of shares at the time;

(2)

The controlling shareholder shall make a public commitment on the amount of shares it subscribes before the shareholders¡¯ assembly; and

(3)

The stocks shall be issued by way of proxy sale prescribed by the Securities Law.

Where the controlling shareholder fails to perform its commitment to subscribe to the shares allotted to it, or the number of shares subscribed to by the original shareholders does not reach 70% of the number of shares to be allotted at the expiration of the term of proxy sale, the issuer shall refund to the shareholders who have subscribed to the shares allotted to them on the issuing price plus interests as calculated at the bank deposit rate for the same period.

Article 13

To publicly raise shares towards against unspecified objects (i.e. to make additional issuance), a listed company shall meet the following provision in addition to satisfying the provisions of Section 1 of this Chapter: followings:

(1)

The weighted average yield rates of net asset for the latest 3 years shall not be lower than 6%. Comparing the net profit deducting non-regularity profit and loss with the pre-deduction net profit the lower one shall be the calculation basis of weighted average yield rates of net asset.;

(2)

Except for a financial enterprise, it does not hold any relatively large amount of transaction financial assets or financial asset available for sale, nor does it make any financial investment by lending money to others or by making any entrusted financing by the end of the latest period;

(3)

The issuance price shall not be lower than the average price of the company¡¯s stock prices during the 20 transaction days prior to the announcement of the letter of intent or the average price of the transaction day prior to the issuance.

Section 3 Issuance of Convertible Corporate Bonds

Article 14

To publicly issue convertible corporate bonds, a company shall meet the following provisions in addition to satisfying the provisions of Section 1 of this Chapter :

(1)

The weighted average yield rates of net asset for the latest 3 years shall be not lower than 6%. Comparing the net profits after deducting the non-regular profits and losses with the pre-deduction net profits the lower one shall be the calculation basis of weighted average yield rates of net asset ;

(2)

After the present issuance, the balance of the accumulative corporate bonds shall not exceed 40% of the amount of net assets at the end of the latest period; and

(3)

The annual average amount of distributable profits realized in latest 3 years is not less than the annual amount of interests of the corporate bonds.

The term "convertible corporate bonds" as mentioned in the preceding paragraph shall refer to the corporate bonds which are issued by an issuing company pursuant to law and which may be converted to shares in a certain period under stipulated conditions.

Article 15

The term of convertible corporate bonds shall be 1 year at least, and 6 years at most.

Article 16

The par value of each convertible corporate bond shall be 100 Yuan.

The interest rate of a convertible corporate bond shall be determined by the issuing company consulting with the opinion of the major underwriter, but it shall conform to the relevant provisions of the state.

Article 17

For issuing convertible corporate bonds publicly, a company shall entrust a qualified credit rating institution to make credit ratings and follow-up ratings.

A credit rating institution shall announce at least one follow-up rating report every year.

Article 18

A listed company shall finish the matters on paying off the balance of principal and interest of the bonds within 5 working days after the expiration of the term of convertible corporate bonds.

Article 19

For issuing convertible corporate bonds publicly, a company shall stipulate measures on the protection of the rights of bond holders, the rights and procedures of bondholders¡¯ meetings, as well as the conditions for the effectiveness of the resolutions made at bondholders¡¯ meetings.

A bondholders¡¯ meeting shall be held in case any of the following events occurs:

(1)

The stipulations in the prospectus shall be changed;

(2)

The issuer is unable to pay the principals and the interests on schedule;

(3)

The issuer reduces its registered capital, or is merged, split up, dissolved or applies for bankruptcy;

(4)

There is any major change in the guarantor or guaranty; or

(5)

Any other event that may affect the major interests of the bondholders.

Article 20

For issuing convertible corporate bonds publicly, the company shall provide a guaranty unless its unaudited net assets at the end of the latest period amounts to RMB 1.5 billion Yuan.

Where a guaranty is required, a full amount guaranty shall be provided. The scope of guaranty shall include the principal and interest, penalty for breach of contract, damages compensation, and expenses for the realization of creditor¡¯s rights.

Where a guaranty is provided by way of promise, it shall be a guaranty of joint and several liabilities and the amount of the unaudited net assets of the guarantor at the end of the latest period shall not be less than the accumulative amount of the guaranties of the guarantor. A securities company or a listed company shall not act as a guarantor for the issuance of convertible bonds, with exception for listed commercial banks.

When setting a mortgage or pledge, the estimated value of the mortgaged or pledged property shall not be lower than the guaranty amount. The estimated value shall be assessed by a qualified asset assessment institution.

Article 21

The convertible corporate bonds shall not be converted into corporate stocks unless 6 months have lapsed as of the end date of the issuance thereof. The time limit for the conversion shall be determined by company in light of the existence period of the corporate bonds as well as the financial status of the company.

A bondholder shall have the options whether to convert the corporate bonds into stocks or not. It will become a shareholder of the issuing company the day next to the conversion.

Article 22

The conversion price shall not be lower than the average price of the transaction of company¡¯s stock in 20 transaction days prior to the announcement of the prospectus or the average price of prior one transaction day.

The term "conversion price" as mentioned in the preceding paragraph shall refer to the price paid by per share converted from convertible corporate bond that is stipulated in the prospectus in advance.

Article 23

A prospectus may stipulate redemption clauses, which shall state that the listed company may redeem the convertible corporate bonds that have not been converted into stocks in light of the conditions and price stipulated in advance.

Article 24

A prospectus may stipulate the sell-back clauses, which shall state that the bondholders may sell the bonds back to the listed company in light of the conditions and price stipulated in advance.

The prospectus shall stipulate that the bondholders shall have the sell-back right for once in case that the listed company changes any of the announced purposes of use of the funds raised.

Article 25

A prospectus shall stipulate the principle and method for adjusting the conversion price. After the issuance of convertible corporate bonds, the conversion price shall be adjusted at the time when any change in the shares of the listed company is resulted from the allotment of shares, the issuance of additional shares, gift shares, dividends distribution, split-up or any other event.

Article 26

Where a prospectus contains any clause on downward revision of the conversion price, it shall simultaneously stipulate:

(1)

The conversion price revision plan shall be submitted to the general assembly of shareholders of the company for voting and shall be subject to approval of 2/3 or more of the voting rights held by the shareholders attending the meeting of the general assembly. When the assembly of shareholders takes a vote, the shareholders holding convertible corporate bonds shall disqualify themselves; and

(2)

The price after the revision shall not be lower than the average price of transaction of the company¡¯s stock prices 20 transaction days prior to the announcement of the prospectus and the average price of prior one transaction day.

Article 27

A listed company may publicly issue convertible corporate bonds for which the transaction of warrants is separated from the transaction of bonds. (Hereinafter referred to as "convertible corporate bonds with separate transactions")

To issue convertible corporate bonds with separate transactions, the listed company shall satisfy the following provisions in addition to meeting the provisions of Section 1 of this Chapter :

(1)

The company¡¯s unaudited net assets at the end of the latest period amounts to 1.5 billion Yuan or more;

(2)

The average annual distributable profits realized in the latest 3 years is not less than the annual amount of interest of the corporate bonds;

(3)

The average annual net amount of the cash flows brought about by its business operations within the latest 3 accounting years is not less than the annual amount of the interest of corporate bonds, with exception for those companies which meets the provisions in Article 14 (1) of these Measures; and

(4)

After the present issuance, the balance of the accumulative corporate bonds shall not exceed 40% of the amount of the net assets at the end of the latest period and the expected total amount of fund raised by the exercise of all related warrants shall not exceed the amount of the convertible corporate bonds to be issued.

Article 28

An application shall be filed with the stock exchange where the the listed company is listed, for listing and trading the convertible corporate bonds with separate transactions.

The corporate bonds and warrants in the convertible corporate bonds with separate transactions shall get listed for trading respectively in case that they satisfy the conditions for getting listed listing in the stock exchange.

Article 29

The term of convertible corporate bonds with separate transactions shall be one year at least.

The provisions of Articles 16 through 19 of these Measures shall apply to the par value, interest rate, credit rating and repayment of the principal and interest of the bonds, as well as the protection of the creditor¡¯s rights.

Article 30

Where the issuer provides a guaranty for the issuance of convertible corporate bonds with separate transactions, the provision of Paragraphs 2 through 4 of Article 20 of these Measures shall apply.

Article 31

Where any warrant is listed for trading, the elements it stipulates shall include the exercise price, existence period, exercise period or exercise date, and exercise ratio.

Article 32

The exercise price of the warrants shall not be lower than the average price of the company¡¯s stock prices in 20 transaction days prior to the announcement of the prospectus or the average price prior one transaction day.

Article 33

The existence period of warrants shall not exceed the term of corporate bonds. It shall not be less than 6 months as of the date of end of issuance.

No adjustment may be made to the existence period of warrants as announced in the prospectus.

Article 34

No warrants may be exercised until at least 6 months after the end of its issuance. The exercise period shall be a period prior to the expiration of the existence period or shall be a special transaction date within the existence period.

Article 35

The prospectus of convertible corporate bonds with separate transactions shall stipulate that the bondholders shall have the sell-back right for once in case that the listed company changes the announced purposes of use of the fund to be raised.

Chapter III Conditions for Private Offering of Stocks

Article 36

The term "private offering of stocks" as mentioned in these Measures shall refer to the offering of stocks to specified objects by a listed company in a private manner.

Article 37

The specified objects of private offering of stocks shall meet the following provisions:

(1)

The specified objects meet the conditions as stipulated in the resolution of the shareholders¡¯ assembly;

(2)

The offering number of specified objects shall not exceed 10.

Where a specified object is an overseas strategic investor, it shall be subject to the approval of the relevant department of the State Council prior to the offering.

Article 38

To make a private offering of stocks, a listed company shall meet the following provisions:

(1)

The offering price shall not be lower than 90% of the average price of the company¡¯s stocks in 20 transaction days prior to the benchmark date of pricing;

(2)

The shares presently offered shall not be transferred to others within 12 months as of the end of offering. The shares subscribed by the controlling shareholder or actual controller and enterprises it controlled shall not be transferred to others within 36 months;

(3)

The utilization of the fund raised funds shall conform to the provisions of Article 10 of these Measures; and

(4)

Where the present offering shall result in any change in the controlling power of the listed company, it shall conform to other provisions of China Securities Regulatory Commission.

Article 39

Where any listed company is under any of the following circumstances, it shall not make any private offering of stocks:

(1)

The application documents for the present offering have any false record, misleading statement or major omission;

(2)

The rights and interests of the listed company are severely impaired by its controlling shareholder or actual controller and the impairment has not been eliminated;

(3)

The listed company or its subsidiary company illegally provides any guaranty to others and the guaranty has not been cancelled;

(4)

Any of the incumbent directors or senior management members of the listed company has ever been given any administrative punishment by the CSRC within the latest 36 months or has been condemned publicly by the stock exchange within the latest 12 months;

(5)

The listed company or any of its incumbent directors, senior management members is under investigation conducted by the judicial organ due to any suspected crime or is under investigation conducted by the CSRC due to any suspected violation of laws or regulations;

(6)

The listed company has ever been issued audit report with reserved opinions, negative opinions or opinions that can not be expressed by a certified public accountant for its financial statements in the latest 3 years and in the latest one period, unless the consequences of the events involved therein have been eliminated or the present offering involves significant restructuring; or

(7)

Other circumstances under which the lawful rights and interests of the investors, and social and public interests are severely impaired.

Chapter IV Issuance Procedures

Article 40

Where a listed company applies for issuing securities, its board of directors shall make a resolution on the following matters and shall submit it to the shareholders¡¯ assembly for approval:

(1)

A plan for the present issuance of securities;

(2)

A feasibility report on the purposes of uses of the funds to be raised by the present issuance;

(3)

A report on the purposes of uses of the funds raised by in the previous issuance; and

(4)

Other matters that must be specified.

Article 41

The shareholders¡¯ assembly shall make a resolution on the issuance of stocks, which shall include the following matters at least:

(1)

Type and amount of securities of the present issuance;

(2)

Issuance method, objects of the issuance and the arrangement about the allotment to the original shareholders;

(3)

Pricing method or the price range;

(4)

Purposes of use of the funds to be raised;

(5)

Valid period of the resolution;

(6)

Authorization to the board of directors to deal with specific issues relating to the present issuance; and

(7)

Other matters that must be specified.

Article 42

The shareholders¡¯ assembly shall make a resolution on the issuance of convertible corporate bonds, which shall include the following matters at least:

(1)

Matters as prescribed in Article 41 of these Measures;

(2)

Interest rate of the bonds;

(3)

Term of the bonds;

(4)

Guaranty related matters;

(5)

Sell-back clauses;

(6)

Time limit and method for the repayment of principal and interest;

(7)

Conversion period; and

(8)

Determination and revision of the conversion price.

Article 43

The shareholders¡¯ assembly shall make a resolution on the issuance of convertible corporate bonds with separate transactions, which shall include the following matters at least:

(1)

Matters as prescribed in Articles 41 and items (2) through (6) of Article 42 of these Measures;

(2)

Exercise price of the warrants;

(3)

Existence period of the warrants; and

(4)

Exercise period or exercise date of the warrants.

Article 44

A resolution made by the shareholders¡¯ assembly regarding the issuance of securities shall be subject to the agreement by the 2/3 of the voting rights of the shareholders attending the meeting. Where the listed company issues securities to its specific shareholders and their connected parties, the connected shareholders shall disqualify themselves when the shareholders¡¯ assembly takes a vote on the issuance plan.

Where a listed company convenes a shareholders¡¯ assembly with respect to the matters of issuance of securities, it shall make it convenient for the shareholders¡¯ to attend the shareholders¡¯ assembly by providing them with network service or other facilities.

Article 45

Where a listed company applies for the public issuance of securities or private offering of new shares, it shall be recommended by a recommender, which shall file an application with China Securities Regulatory Commission.

The recommender shall make and submit the application documents on issuance according to the relevant provisions of the CSRC.

Article 46

The CSRC shall examine a securities issuance application in light of the following procedures:

(1)

It shall decide whether to accept the application documents or not within 5 working days after it receives them;

(2)

It shall conduct a preliminary examination over the application documents after it accepts them;

(3)

Its Issuance Examination and Approval Commission shall review the application documents; and

(4)

The CSRC shall make a decision of approval or disapproval.

Article 47

A listed company shall issue securities within 6 months from the day when it is granted an approval of issuance by the CSRC. Where it fails to make the issuance within 6 months, the approval document shall be invalidated and it shall not issue any securities unless it is granted a new approval by the CSRC.

Article 48

Where any significant event occurs before a listed company issues securities, the listed company shall postpone the issuance and shall timely report it to the CSRC. Where the event has any important effects on the conditions for the present issuance, the application for the issuance of securities shall be subject to a new examination and approval of the CSRC.

Article 49

The securities to be issued by a listed company shall be underwritten by securities companies. As for the private offering stocks, the stocks may be sold by the listed company itself if all issuance objects are the top 10 shareholders among the original shareholders of the listed company.

Article 50

For a listed company whose securities issuance application is disapproved, it shall not file any new securities issuance application until 6 months as of the day when the CSRC makes a decision of disapproval.

Chapter V Information Disclosure

Article 51

Where a listed company issues securities, it shall, according to the procedures, contents and formats as prescribed by the CSRC, make a prospectus for the public issuance of securities or other information disclosure documents, and perform the information disclosure obligation pursuant to law.

Article 52

A listed company shall ensure that the investors obtain the statutory disclosure information timely, adequately and fairly. The words used in the information disclosure documents shall be concise, plain and understandable.

The contents as prescribed by the CSRC are the bottom requirements for the information disclosure. A listed company shall fully disclose any information that has significant effects on the investment decisions of the investors.

Article 53

After the securities issuance plan is adopted by the board of directors upon voting, the listed company shall report it to the stock exchange within 2 working days and announce the notice to hold a meeting of the shareholders¡¯ assembly.

Where the listed company intends to use any of the funds to be raised to purchase any asset or stock right, it shall disclose the basic information about the asset or stock right, transaction price, pricing basis, as well as whether the shareholders or other connected parties of the company have any interests therein or not while it announces the notice to hold a meeting of the shareholders¡¯ assembly.

Article 54

A listed company shall announce the resolution of the shareholders¡¯ assembly within 2 working days from the day when the shareholders¡¯ assembly adopts the plan on the present issuance.

Article 55

A listed company shall make an announcement on the next working day after it receives any of the following decisions about the application for the present issuance:

(1)

Rejection or termination of the examination; or

(2)

Disapproval or approval.

Where the listed company decides to withdraw its securities issuance application, it shall make an announcement on the next working day after it withdraws its application documents.

Article 56

All directors of the board of directors, supervisors, senior management members of a listed company shall affix their signatures on the prospectus for the public issuance, shall promise that there is no false record, misleading statement or major omission, and shall declare that they will bear individual and the joint and several legal liabilities.

Article 57

The recommendation institution and the recommendation representative shall fulfill its duties to investigate the contents of the prospectus for the public issuance and affix their signatures on the prospectus, making sure that there is no false record, misleading statement or major omission in the prospectus, and declaring that they shall bear the corresponding legal liabilities.

Article 58

The certified public accountants, asset appraisal personnel, credit rating personnel, lawyers as well as the institutions for which they work, who issue special documents for the issuance of securities, shall issue documents according to the professional standards and moral norms acknowledged in their respective sector, and shall declare that they are responsible for the genuineness, exactness and completeness of the documents they have issued.

Article 59

The audit report, the profit forecast check report, the asset assessment report and the credit rating report quoted in the prospectus for the public issuance shall be issued by qualified securities service institutions and shall be signed by at least 2 qualified practitioners.

The legal advice quoted in the prospectus for the public issuance shall be issued by a law firm and shall be signed by at least 2 responsible lawyers.

Article 60

A prospectus for public issuance shall be valid for 6 months as of the date of final signature.

No prospectus for public issuance may use any expired asset assessment report or credit rating report.

Article 61

Within 2 to 5 working days prior to the public issuance of securities, a listed company shall publish the abstract of the prospectus or of the letter of intent for raising funds as examined and approved by the CSRC on at least one newspaper or periodical as designated by the CSRC, simultaneously publish the full text of the prospectus on internet websites as designated by the CSRC, and shall put the prospectus in the places as designated by the CSRC for public consultation.

Article 62

After making a private offering of new shares, a listed company shall publish the issuance information report on at least one newspaper or periodical as designated by the CSRC, simultaneously publish it on the internet websites as designated by the CSRC, and shall put it in the places as designated by the CSRC for public consultation.

Article 63

A listed company may publish the full text or abstract of the prospectus and the issuance information report on other websites and newspapers and periodicals, but it shall not publish them at an earlier time than the information disclosure time as prescribed in Articles 61 and 62.

Chapter VI Supervision and Punishment

Article 64

Where any listed company violates these Measures, the CSRC may order it to make corrections. As to the directly liable person-in-charge and other directly liable persons, it may take the administrative supervisory measures such as holding supervisory talks, determining them as being inaptitude for their posts, etc., and record the information in the credit archives and make an announcement.

Article 65

Where any listed company and the directly liable person-in-charge and other directly liable persons violate any law, administrative regulation or these Measures, if an administrative punishment shall be given to them in accordance with the law, they shall be punished in pursuance of the relevant provisions. Where any crime is constituted, they shall be transferred to the judicial organ pursuant to law and shall be subject to criminal liabilities.

Article 66

Where there is any false record, misleading statement or major omission in the application document provided by a listed company, the CSRC may make the decision to terminate the examination and shall not accept any new application for public issuance of securities of this company within 36 months.

Article 67

Where a listed company discloses its profit forecast and the amount of realized profit fails to reach 80% of the forecasted amount, except for any reason of force majeure, its legal representative and the certified public accountant who signs the profit forecast examine report shall make an explanation and make an apology at the shareholders¡¯ assembly and on the newspaper or periodical designated by the CSRC. The CSRC may give a warning to the legal representative.

Where the amount of realized profit fails to reach 50% of the forecasted amount, except for any reason of force majeure, the CSRC will not accept any new application for public issuance of securities of this company within 36 months.

Article 68

Where a listed company violates the provisions of Articles 10 (3) and (4) of these Measures, the CSRC shall order it to make corrections and shall not accept any new application for public issuance of securities of this company within 36 months.

Article 69

Where there is any false record, misleading statement or major omission in any of such special documents as audit reports, legal opinion, asset assessment reports and credit rating reports and other special documents for the issuance issued by securities service institutions or the personnel therein, the relevant institution and personnel shall bear the legal liabilities as prescribed in the Securities Law, and the CSRC shall not accept any special document issued by the relevant institution for the issuance of securities within 12 months and shall not accept any special document issued by the relevant personnel for the issuance of securities within 36 months.

Article 70

Where an underwriting institution allots any new shares to any object that does not meet the provisions of Article 30 of these Measures when it underwrites any new shares of private offering, the CSRC may order it to make corrections, and reject its participation in the underwriting of securities within 36 months.

Article 71

Where any listed company violates Article 49 of these Measures in the private offering of new shares, the CSRC may order it to make corrections and shall not accept its new application for public issuance of securities within 36 months.

Article 72

Where any of the specific objects as described in these Measures illegally transfers any stocks prior to the expiration of the prescribed period for not selling stocks, the CSRC may order it to make corrections. Where the circumstances are serious, it shall not act as a specific object to subscribe securities within 12 months.

Article 73

Where any listed company, recommendation institution or underwriter offers any financial aid or make any compensation to the investors that participate in the subscription, the CSRC may order it to make corrections. Where the circumstances are serious, it shall be given a warning and a monetary penalty.

Chapter VII Supplementary Provisions

Article 74

The measures for the listed companies¡¯ issuance of securities to be subscribed in foreign currencies, and the measures for the listed companies¡¯ issuance of securities as incentives to the employees shall be separately formulated by the CSRC.

Article 75

These Measures shall come into force as of May 8, 2006. The Measures for the Administration of Listed Companies¡¯ Issuing New Shares (Order No.1 of China Securities Regulatory Commission), Notice about Doing Well in the Issuance of New Shares by Listed Companies (No. 43 [2001] of China Securities Regulatory Commission), Notice about the Relevant Conditions for the Additional Issuance of Securities by Listed Companies (No. 55 [2002] of China Securities Regulatory Commission), Measures for Implementation of the Listed Companies¡¯ Issuing Convertible Corporate Bonds (Order No. 2 of China Securities Regulatory Commission) and Notice about Doing Well in the Issuance Convertible Corporate Bonds by Listed Companies (No. 115 [2001] of China Securities Regulatory Commission) shall be abolished simultaneously.