Laws of the People's Republic of China

No. 31

The Measures for the Issuance Examination Committee of China Securities Regulatory Commission, which were deliberated and adopted at the 179th executive meeting of the chairmen of China Securities Regulatory Commission on May 8, 2006, are hereby promulgated and shall come into force as of May 9, 2006. Shang Fulin,Chairman of China Securities Regulatory Commission

May 9, 2006

Measures for the Issuance Examination Committee of China Securities Regulatory Commission Chapter I General Provisions

Article 1

With a view to ensuring to follow out the principles of openness, fairness and impartiality in the stock issuance examination and improving the quality and transparency of the stock issuance examination, the present measures are formulated according to the relevant provisions of the Securities Law of the People's Republic of China.

Article 2

The China Securities Regulatory Commission (hereinafter referred to as the "CSRC") establishes the Issuance Examination Committee (hereinafter referred to as the "IEC") which shall be subject to the present measures when examining the applications of the issuers for stock issuance as well as the applications for the issuance of convertible company bonds and other securities as admissive by the CSRC (hereinafter referred to as the applications for stock issuance).

Article 3

The IEC shall, according to the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China and other laws and administrative regulations as well as the provisions of the CSRC, conduct examination on the application documents of the issuers for stock issuance and the preliminary examination reports of the relevant functionary departments of the CSRC.

The IEC shall vote on the applications for stock issuance by balloting, and advance examination opinions.

The CSRC shall, in light of the statutory conditions and procedures, make decisions on approving or disapproving the applications for stock issuance.

Article 4

The IEC shall fulfill its duties through the work meeting of the IEC (hereinafter referred to as the IEC meeting).

Article 5

The CSRC shall be responsible for the routine management of the affairs of IEC and the examination and supervision over the members of the IEC.

Chapter II Composition of the IEC

Article 6

The IEC shall comprise the professionals of the CSRC and the relevant experts outside the CSRC, who shall be appointed by the CSRC.

The number of IEC members shall be 25, among whom some may be full-time staff members. Thereto, five IEC members shall be from the CSRC and the other 20 shall come from outside the CSRC.

The IEC shall have 5 conveners.

Article 7

The tenure of an IEC member shall be one year. The IEC member may be reappointed upon the expiration of the term for lower than 3 terms.

Article 8

An IEC member shall meet the following qualifications:

(1)

Persisting in the principles, being impartial and clean, devoting to his duties and posts, and strictly complying with the laws, administrative regulations and rules;

(2)

Knowing well the securities and accounting business as well as the relevant laws, administrative regulations and rules;

(3)

Being proficient in the special knowledge of his profession, and enjoying a higher reputation in his practicing field;

(4)

With no records of violation of any law or discipline; and

(5)

Other requirements as considered necessarily by the CSRC.

Article 9

Under any of the following circumstances, an IEC member shall be dismissed by the CSRC:

(1)

Violating any law, administrative regulation, rule or discipline related to the work of issuance examination;

(2)

Failing to be diligent and fulfill his duties according to relevant provisions of the CSRC;

(3)

Filing an application for resignation by himself;

(4)

Failing to attend the IEC meetings without reasons for twice or more; or

(5)

Other circumstances under which, after examination, the CSRC considered that he is unsuitable for assuming the post as an IEC member.

Whether an IEC member is dismissed or not shall be not restricted by the expiration of the tenure. And after an IEC member is dismissed, the CSRC shall elect and appoint a new IEC member in time.

Chapter III Responsibilities of the IEC

Article 10

Responsibilities of the IEC are as follows:, according to the relevant laws, administrative regulations and the provisions of the CSRC, examining whether the applications for stock issuance meet the relevant requirements or not,; examining the relevant materials and position papers as issued by the recommendation institutions, accounting firms, law firms, assets valuation institutions and other securities intermediary institutions as well as the relevant personnel thereof for the stock issuance; examining the preliminary examination reports issued by the relevant functionary departments of the CSRC and putting forward the examination opinions on the applications for stock issuance.

Article 11

The IEC member shall attend the IEC meeting in his own name, fulfill his duties according to laws, and issue examination opinions and exercise his voting right independently.

Article 12

The IEC member may, through the relevant functionary departments of the CSRC, consult the relevant documents in relation to the issuers, which are necessary for fulfilling his duties.

Article 13

The IEC member shall abide by the following provisions:

(1)

Attending the IEC meetings as required, and keeping diligent and fulfilling his duties in the examination work;

(2)

Keeping the secrets of the state and the business secrets of the issuers;

(3)

Being prohibited from disclosing any content discussed in the IEC meetings, the voting condition and any other relevant information;

(4)

Being prohibited from taking advantage of the status as an IEC member or the non-public information he has accessed to when performing his duties to seek interests for himself or any other people directly or indirectly;

(5)

Being prohibited from having any interest with any applicant, from directly or indirectly accepting any gift such as money, goods or any other benefits offered by the issuer or any other related entity or individual, from holding stocks whose issuance applications are subject to his examination, and from privately contacting any of the issuers or other related entities or individuals;

(6)

Being prohibited from colluding with any other IEC member to cast votes or inducing any other IEC member to cast votes; or

(7)

Other relevant provisions of the CSRC.

Article 14

The IEC member is in duty bound to report to the CSRC any issuer or any other related entity or individual that imposes influence on him by illicit means.

Article 15

Under any of the following circumstances when examining the application documents for stock issuance, the IEC member shall offer to withdraw in time:

(1)

The IEC member or any of his relatives is the director (including the independent director, the same hereinafter), supervisor, manager or any other senior management member of the issuer or the recommendation institution;

(2)

The IEC member, any of his relatives or the entity where he works holds the shares of the issuer, which may influence his fair fulfillment of the duties;

(3)

The IEC member or the entity where he works has provided services such as recommendation, underwriting, auditing, evaluation, legal services, consultation and etc to the issuer, during the past two years, which may hamper his fair fulfillment of his duties;

(4)

The company in which the IEC member or any of his relatives is a director, supervisor, manager, or other senior management member has any trade competition with the issuer or the recommendation institution, which may affect his fair fulfillment of the duties after verification;

(5)

Before convening an IEC meeting, the IEC member has met with the issuer being examined for this time or any other related entity or individual, which may affect his fair fulfillment of the duties; and

(6)

Other circumstances as determined by the CSRC, which may lead to conflicts of interests, or as regarded by the IEC member that may affect his fair fulfillment of the duties.

The "relatives" as mentioned in the preceding paragraph refer to the spouse, parents, sons or daughters, brothers or sisters of the IEC member, the parents of his spouse, spouses of his sons or daughters, and the spouses of his brothers or sisters.

Article 16

Where an issuer and other related entities or individuals think that any IEC member has any conflict of interests or potential conflict of interests with them, which may affect the fair fulfillment of the duties of the IEC member, they may file a written application with the CSRC for demanding the withdrawal of the relevant IEC member and give relevant explanations, when they submit the application documents on stock issuance to the IEC for examination.

The CSRC shall, in light of the written application filed by the issuer and other related entities or individuals, decide whether the relevant IEC member shall withdraw.

Article 17

After an IEC member accepts an appointment, he shall promise to observe the relevant provisions and disciplinary requirements of the CSRC on IEC members, fulfill his duties earnestly, and be subject to the examination and supervision of the CSRC.

Chapter IV IEC Meetings

Section 1 General Prescriptions

Article 18

The IEC shall conduct examination through convening IEC meetings.

Article 19

The way of open ballots shall be adopted for voting at the IEC meetings. And the votes shall include the consentient votes and negative votes. No IEC member may waive his voting right. And the IEC members shall explain their reasons on the votes at the time of voting.

Article 20

An IEC member shall, according to the laws, administrative regulations and the provisions of the CSRC and based upon his own professional knowledge, conduct independent, objective and fair examinations on the applications for stock issuance.

An IEC member shall, in a prudent and responsible manner, roundly examine the application documents of the issuers for stock issuance and the preliminary examination reports issued by the relevant functionary departments of the CSRC, and shall fill in the working paper with his personal examination opinions:

(1)

Where an IEC member has any objection to any issue that calls for the attention of IEC members in the preliminary examination report or the examination opinions, he shall bring forward well-grounded and clear examination opinions on the relevant contents in the working paper;

(2)

Where an IEC member thinks that the issuer has other problems than those that call for attention in the preliminary examination report, he shall bring forward well-grounded and clear examination opinions in the working paper; and

(3)

Where an IEC member thinks that an issuer has any serious problem to be investigated and verified, which may affect his impartial judgment, he shall bring forward well-grounded and clear examination opinions in the working paper.

An IEC member shall deliver his own examination opinions at the IEC meeting on the basis of his own working paper. Meanwhile, he shall improve his own examination opinions according to the discussion of the meeting, and record them down in the working paper.

The IEC meeting shall, after sufficient discussion, form the examination opinion of the meeting on the application of the issuer for stock issuance, and vote on whether or not the application of the issuer for stock issuance meets the relevant requirements.

Article 21

The convener of the IEC meeting shall, according to the relevant provisions of the CSRC, be responsible for convening the IEC meetings, organize the IEC members to deliver their opinions or make discussions, summarize the examination opinion of the IEC, and organize the voting and other relevant matters concerned.

After the IEC meeting is over, the IEC members attending the meeting shall sign their names for confirmation on the documents of the meeting, including the records of the meeting, the examination opinions, the voting results and etc., and submit the working paper at the same time.

Article 22

Before the formation of the examination opinion on the application of the issuer for stock issuance, the IEC meeting may invite the representatives of the issuer and the recommendation representatives to the meeting to answer the inquiries of the IEC members.

Article 23

The IEC meeting shall only conduct one examination on the application of an issuer for stock issuance.

In case there is obvious disagreement between the examination opinion of the IEC meeting and the voting result, or the voting result of the IEC meeting is apparently unjust, the CSRC may make investigation into it, and make a decision on whether or not to approve it.

Article 24

The relevant functionary departments of the CSRC shall be responsible for organizing the IEC meeting, serving relevant examination documents, recording down the discussions of the IEC meeting, drafting the summary of the IEC meeting, keeping the archives and other concrete work.

Article 25

The IEC meeting may, in pursuance of the requirements of the examination work, invite other professional experts other than the IEC members to attend the meeting and provide special consultation opinions. These experts outside the IEC have no voting rights.

Article 26

The IEC shall convene the plenary session at least once a year to summarize the examination work.

Section 2 Common Procedures

Article 27

The examinations of the IEC meeting on applications of the issuers for the public stock issuance and the applications for other securities issuance as approved by the CSRC such as convertible company bonds shall be subject to the provisions of this section.

Article 28

The relevant functionary departments of the CSRC shall, 5 days before the IEC meeting is convened, serve the notice of the meeting, the application documents for stock issuance and the preliminary examination report of the relevant functional departments of the CSRC to the IEC members attending the meeting, and publicize on the website of the CSRC the name list of the issuers being examined by the IEC, the time for the meeting, the commitment letter of the issuers as well as the name list of the IEC members attending the meeting.

Article 29

The number of IEC members attending each IEC meeting shall be 7. If the consentient votes achieve 5, it may be deemed as a pass, while if the consentient votes are less than 5, it will be deemed as a failure.

Article 30

Where any of the IEC members finds that there are still serious problems needed to be investigated and verified, which may affect the impartial judgment, they may propose to suspend the voting in written form before the IEC meeting is held.

The IEC meeting shall first vote on whether or not to suspend the application for stock issuance. If there are 5 consentient votes, the application for suspending the aforesaid stock issuance may be voted; otherwise, the IEC meeting shall examine the application for the aforesaid stock issuance in accordance with the normal procedures.

When the application for issuance being suspended is submitted to the IEC meeting for examination once again, it shall be subject to the examination of the original IEC in principle.

The IEC meeting can suspend the voting for the application of an issuer for stock issuance for only once.

Article 31

After the IEC meeting votes for the application of an issuer for stock issuance, the CSRC shall publicize the voting result on its website.

The relevant functionary departments of the CSRC shall make written feedbacks to the recommenders as employed by the issuer the voting result and the examination opinion as brought forward by the IEC meeting on the application of the issuer for stock issuance.

Article 32

Where an issuer has any major event inconsistent with the reported application documents for stock issuance after it passes the voting of the IEC meeting on the application of the issuer for stock issuance and before the approval of the CSRC is obtained, the relevant functionary departments of the CSRC may propose the IEC to convene an after-the-meeting IEC meeting to examine the application documents of the issuer for stock issuance once again. The IEC members attending the after-the-meeting IEC meeting are not restricted by whether or not they have conducted examination on the application of the issuer for stock issuance.

Section 3 Special Procedures

Article 33

The examinations of the IEC on the applications of listed companies for non-public stock issuance and the applications for other non-public securities issuance as prescribed by the CSRC shall be subject to the provisions in this section.

Article 34

The relevant functionary departments of the CSRC shall, before an IEC meeting is convened, serve a notice of the meeting, the application documents for stock issuance and the preliminary examination report of the relevant functionary departments of the CSRC to the IEC members attending the meeting.

Article 35

The number of IEC members attending in each IEC meeting shall be 5. If the consentient votes achieve 3, it may be deemed as a pass, while if the consentient votes are less than 3, it will be deemed as a failure.

Article 36

The IEC members shall not propose to suspend the voting on the applications of the listed companies for non-public stock issuance or the applications for other non-public securities issuance as prescribed by the CSRC.

Article 37

The CSRC shall not publicize the name list of the issuers being examined at the IEC meeting, the time for the meeting, the commitment letter of the issuers the name list of the IEC members attending the meeting or the voting result.

Chapter V Supervision over the Examination Work of the IEC

Article 38

The CSRC shall adopt an accountability system on the IEC. In case there is any obvious disagreement between the examination opinion of the IEC meeting and the voting result, the CSRC may require all the IEC members attending the meeting to make explanations respectively.

Article 39

In case any IEC member commits any act violating the provisions of Article 13 of the present measures, or any other act in violation of the working disciplines of the IEC such as failing to withdraw from attending the IEC meeting where he ought to do so and etc., the CSRC shall, in light of the severity of the circumstances, make conversation and reminding, criticize, dismiss or impose other punishment on the member.

Article 40

The CSRC shall establish a reporting and supervising mechanism for the acts of the IEC members in violation of any law or discipline.

Where there is any clew or tip-off on an IEC member's violation of any law or discipline, the CSRC shall make investigation into it, and on the basis of the investigation conclusion, make conversation and reminding, criticize, dismiss or impose other punishments on the member; in case the member is suspected of any crime, he shall be transferred to the department of justice for punishments.

Article 41

The CSRC may publicize its criticism on the IEC member through the news media.

Article 42

Where, before an IEC meeting is convened, there are evidences showing that the issuers or other relevant entities or individuals have influenced directly or indirectly the judgment of the IEC members on the application of the issuer for stock issuance by illicit means or disturbed the examination of the IEC members in any other form, the CSRC may suspend the examination of the IEC meeting on the relevant issuers.

Where, after the application of an issuer for stock issuance is passed by the IEC meeting, there are evidences showing that the issuer or other relevant entities or individuals have influenced directly or indirectly the judgment of the members of the IEC on the application of the issuer for stock issuance by illicit means, or disturbed the examination of the IEC in any other form, the CSRC may suspend the approval; in case the circumstances are serious, the CSRC shall not approve it.

Article 43

The recommendation institution of an issuer has the duty to urge the issuer to observe the relevant provisions of the present measures. If the recommendation institution suborns, assists or participates in disturbing the work of the IEC, the CSRC shall not accept the recommendation of the recommendation institution within 3 months in accordance with the relevant provisions.

Chapter VI Supplementary Provisions

Article 44

The present measures shall be implemented as of May 9, 2005. The Interim Measures for the Issuance Examination Committee of China Securities Regulatory Commission (Order No. 16 of the CSRC) shall be abolished simultaneously.