Laws of the People's Republic of China

Shanghai Stock Exchange, Shenzhen Stock Exchange, China Securities Depository Clearing Corporation

Rules for the Implementation of Handling the Transfer Business of Non-circulation Shares of Listed Companies

Shanghai Stock Exchange, Shenzhen Stock Exchange, and the China Securities Depository Clearing Corporation

January 3rd, 2005

Article 1

For the purpose of regulating the transfer business of non-circulation shares (hereinafter referred to as the shares) of listed companies, further clarifying the handling procedures, the present rules for the implementation are formulated jointly by the Shanghai Stock Exchange, Shenzhen Stock Exchange (hereinafter referred to in general as Stock Exchange) and China Securities Depository and Clearing Corporation Limited (hereinafter referred to as the Clearing Corporation) in accordance with the Rules for Handling the Transfer Business of Non-circulation Shares of Listed Companies (hereinafter referred to as the Rules).

Article 2

In case a shareholder makes an application for transferring shares to Stock Exchange or disclosing any share transfer information, he shall inquire the records of shareholding, transferable shares and share alteration first at the Clearing Corporation or any of its designated agencies. The following documents shall be submitted when making an inquiry:

1.

The application form for inquiry;

2.

The securities account card of the shareholder and its photocopy; and

3.

The effective identity certification documents of the shareholder and the photocopy [(A legal person within the territory shall provide its business license and its photocopy, (if the legal person has been written off, it shall provide the testimonial of write-off registration of the former legal person as issued by the license issuing agency and its photocopy), certificate of a legal representative, the photocopy of the identity testimonial of the legal representative, power of attorney of the legal representative, the effective identity certification documents of the handler and the photocopy thereof. An overseas legal person shall provide effective certification documents of business registration, power of attorney of the board of directors or the executive director, the certification documents indicating that the authorizer has the right to make authorization, the photocopy of the effective identity certification documents of the authorizer, the effective identity certification documents of the handler and the photocopy thereof. A natural person shall provide his identity card, a power of attorney and the identity certification of the handler and the photocopy thereof that has been notarized in case that he entrusts others to handle as his agent. The same below).

The Clearing Corporation shall make formal examination on the aforesaid documents, and issue share certification documents to the shareholder if the documents accord with the provisions.

Article 3

Where a shareholder plans to transfer shares by way of disclosing any share transfer information or in case the share transfer involves takeover of listed companies, the shareholder shall file an application for temporary custody on the shares to be transferred while making the inquiry of shares, and submit the following documents:

1.

The application form for temporary custody of shares;

2.

The securities account card of the shareholder and a photocopy thereof; and

3.

The effective identity certification documents of the shareholder and a photocopy thereof.

The Clearing Corporation shall make formal examination on the aforesaid documents and issue a confirmation document for temporary custody of shares to the shareholder in case the documents comply with the provisions.

The period of valid term for temporary custody of shares shall not exceed one year.

Article 4

Where the time limit for temporary custody of shares expires, or the registration for share transfer is completed, or the department of justice takes mandatory enforcement measures on the shares, the temporary custody on the corresponding shares shall be rescinded automatically.

Except for the circumstances as prescribed in the preceding paragraph, a shareholder shall submit the following documents when filing the application for rescinding temporary custody on shares:

1.

The application form for rescinding temporary custody on shares;

2.

The certification documents of Stock Exchange for approving the shareholder to withdraw or terminate the disclosure of share transfer information;

3.

The securities account card of the shareholder and a photocopy thereof;

4.

The effective identity certification documents of the shareholder and a photocopy thereof; and

5.

Other documents as required by the Clearing Corporation.

The Clearing Corporation shall make formal examination on the aforesaid documents and issue a notice on rescinding temporary custody to the shareholder if the documents accord with the provisions and notify the Stock Exchange.

Article 5

A shareholder shall submit the following documents when filing application for disclosing share transfer information to the Stock Exchange:

1.

The application form for disclosing share transfer information;

2.

The effective identity certification documents of the shareholder and a photocopy thereof;

3.

The securities account card of the shareholder and a photocopy thereof;

4.

The share certification documents and a confirmation letter for temporary custody on shares as released by the Clearing Corporation;

5.

The archival-filing documents issued by state-owned assets supervision and administration institutions in case any state-owned share is involved;

6.

Documents made in accordance with Article 13 of the Rules; and

7.

Other documents as required by the Stock Exchange.

The Stock Exchange shall make formal examination on the aforesaid documents and arrange the uniform issuance of the share transfer information if the documents comply with the provisions.

Article 6

The share transfer information shall be disclosed by the Stock Exchange on their designated websites.

The Stock Exchange shall issue the share transfer information at the last workday of each month. The validity period of the information shall be determined within one to six months upon the application of the shareholder.

Article 7

A shareholder who proposes to withdraw or terminate the share transfer by way of disclosing share transfer information to the Stock Exchange shall submit an application for withdrawal or termination.

The Stock Exchange shall make a decision on whether or not to approve the application for withdrawal or termination after making formal examination on the application.

Article 8

The amount of shares applied or accepted by a shareholder or assignee shall be no lower than 1% of the total capital of a listed company; in case the shareholder who holds less than 1% of the shares makes an application for assignment, he shall transfer all the shares he holds to a single assignee once for all.

Article 9

A natural person may accept the shares of a listed company in case he possesses one of the following conditions:

1.

He accepts the shares according to any judicial ruling;

2.

He accepts the shares upon the approval of the authoritative organs; or

3.

He is subject to any other circumstance as prescribed by laws and regulations, which allows him to accept the shares.

Article 10

After concluding a share transfer agreement, both parties to the share transfer shall submit the following documents to the Stock Exchange when filing an application for confirmation on the share transfer:

1.

Application form for confirmation of share transfer;

2.

The share certification documents issued by the Clearing Corporation or any agency designated by it and covered by the special seal of the Clearing Corporation for inquiry or accompanied with the special seal of the designated agencies for opening accounts, and a confirmation letter for temporary custody of shares if necessary;

3.

The original of the share transfer agreement;

4.

The effective identity certification documents of both parties to the share transfer and the photocopy thereof;

5.

The securities account card of both parties to the share transfer and the photocopy thereof; and

6.

In the event of takeover by agreement, the certificate of deposit of takeover capital issued by the clearing bank as designated by the Clearing Corporation (which shall be based on the payment stipulations of the share transfer agreement);

7.

Where any information disclosure obligation is involved, the public notice on share transfer of this time that has been disclosed by the fiduciary of information disclosure (including but not limited to the Report on Alteration of Shareholding by Shareholders of Listed Companies, and the Report of Takeover of Listed Companies);

8.

The following documents shall also be submitted if the shares to be transferred involve the following circumstances:

(1)

Where any share of any promoter is involved, a photocopy of the business license of the listed company accompanied with the seal of the listed company shall be presented;

(2)

Where any state-owned share is involved, or any state-owned enterprise or any enterprise whose shares are controlled by the state assigns, accepts or transfers any of the non-state-owned shares of a listed company, the documents of approval of the state-owned assets supervision and administration institution or the relevant documents for defining the nature shall be presented;

(3)

Where any share transferred by any foreign investor is involved, the documents of approval of the Ministry of Commerce shall be presented;

(4)

Where the alteration of share structure of the shareholders of any listed company in the bank category reaches or exceeds 5% of the total capital, the documents of approval of the China Banking Regulatory Commission shall be presented;

(5)

Where the alteration of share structure of the shareholders of any listed company in the insurance category reaches or exceeds 10% of the total capital, the documents of approval of the China Insurance Regulatory Commission shall be presented;

(6)

In the event of takeover of any listed company, the documents of unanimity of the China Securities Regulatory Commission shall be provided; in case any obligation of takeover offer is touched off, the documents of exemption of offer in takeover or the documents of unanimity of offer in takeover of the China Securities Regulatory Commission shall also be presented;

(7)

With respect to other share transfer that shall be carried out upon the administrative examination and approval, the documents of approval of the relevant competent department shall also be presented.

9.

Other documents that shall be submitted as required by the Stock Exchange.

The Stock Exchange shall make formal examination on the documents in the preceding paragraph, and make confirmation on those complying with the provisions within 3 workdays after receipt of the application.

Article 11

After an application for share transfer is confirmed by the Stock Exchange, both parties of the share transfer shall submit the following documents besides the documents as prescribed in items (3) through (8) of paragraph one of Article 10 when handling the procedures of registration of share transfer at the Clearing Corporation:

1.

The application form for transfer registration;

2.

A confirmation letter for share transfer as issued by the Stock Exchange;

3.

The certificate of payment by foreign investors in case the share transfer of foreign investors is involved; and

4.

Other documents as required by the Clearing Corporation.

The Clearing Corporation shall conduct a formal examination on the documents as mentioned in the preceding paragraph, and handle the procedures of share transfer registration for those complying with the provisions within 3 workdays after accepting the application, and issue a confirmation letter for transfer registration to the assignee.

Article 12

Where the procedures of share transfer is handled concerning the enforcement of judicial rulings, the department of justice shall make inquiry on the shares to the Clearing Corporation at first, and then deal with the share transfer confirmation to the Stock Exchange, and after the Stock Exchange has given confirmation, it shall handle the transfer registration procedures at the Clearing Corporation.

The department of justice shall submit the following documents when handling the procedures of confirmation of share transfer in judicial rulings at the Stock Exchange:

1.

Notice and ruling letters in writing for assisting enforcement;

2.

Judgment letter (conciliation document) or order of payment, arbitration award, notarized certificate of creditor's rights, etc.;

3.

Recommendation letters of the department of justice, certificate of law enforcement or employee's card of law enforcement personnel;

4.

Certification documents of shares issued by the Clearing Corporation; and

5.

Other documents as required by the Stock Exchange.

The Stock Exchange shall conduct a formal examination on the documents in the preceding paragraph, and make confirmation on those complying with the provisions within 3 workdays after receipt of the application.

After the share transfer in the judicial rulings has been confirmed by the Stock Exchange, the department of justice shall, when handling the procedures for transfer registration of shares at the Clearing Corporation, submit the documents as prescribed in items (1) through (3) of paragraph two of this Article, as well as a confirmation letter of share transfer issued by the Stock Exchange.

The Clearing Corporation shall make formal examination on the aforesaid documents and handle the procedures for transfer registration of shares on those complying with the provisions within 3 workdays after receipt of the application, and release an acknowledgement of receipt of service to the department of justice.

Article 13

In case any natural person applies for handling share transfer due to inheritance, donation, property division according to law (for example, divorce, dividing family property due to separation for living apart, etc.) or any legal person files an application for handling share transfer due to dissolution, bankruptcy, order to close down according to law or other reasons, the relevant parties concerned shall make inquiry on the shares to the Clearing Corporation at first, and then file an application for confirmation of share transfer at the Stock Exchange; after the Stock Exchange has given confirmation, he/she shall handle the procedures for transfer registration at the Clearing Corporation.

The following documents shall be submitted to the Stock Exchange when handling the share transfer confirmation of the preceding paragraph:

1.

The application form for share transfer confirmation;

2.

The certification documents of shares issued by the Clearing Corporation;

3.

The certification documents of share ascription. If the share transfer is caused by inheritance, donation or property division according to law (for example, divorce, dividing family property due to separation for living apart, etc.), the documents on the inheritance, donation or property division that have been notarized shall be provided. In case the share transfer is caused by dissolution, bankruptcy, or order to close down according to law of the shareholder, and in case there is a liquidation group, the share transfer agreement, certification documents of the formation of the liquidation group, the certification documents of the person-in-charge of the liquidation group and the power of attorney of the person-in-charge of the liquidation group, etc., which are issued by the liquidation group shall be presented; in case there is no liquidation group, the certification documents on the share ascription that have been notarized (the contents of notarization shall include, but not be limited to, the name of the applicant and the former legal person, number of business license, the relationship between the applicant and the former legal person, the reasons for share alteration, and ascription of shares, etc.) or the effective legal documents of the people's courts shall be provided;

4.

The effective identity certification documents of the relevant parties and a photocopy thereof, the securities account card and a photocopy thereof; and

5.

Other documents as required by the Stock Exchange.

The Stock Exchange shall make formal examination on the aforesaid documents and make confirmation on the application that complies with the provisions within 3 workdays after accepting the application.

After the application for share transfer has been confirmed by the Stock Exchange, both parties of the share transfer shall submit the following documents besides those as prescribed in items (3) and (4) of paragraph two of this Article when handling the procedures of share transfer registration at the Clearing Corporation:

1.

The application form for transfer registration;

2.

The share transfer confirmation letter issued by the Stock Exchange; and

3.

Other documents as required by the Clearing Corporation.

The Clearing Corporation shall make formal examination on the aforesaid documents, and handle the procedures for share transfer for those complying with the provisions within 3 workdays after receipt of the application, and issue a confirmation letter for transfer registration to the assignee.

Article 14

The relevant provisions on handling share transfers by a securities company shall be formulated separately.

Article 15

Charging fees for share transfers shall be carried out in accordance with the relevant provisions.