Laws of the People's Republic of China

    Article 1  These Regulations are formulated in accordance with the
provisions of Article 85 and Article 155 of the Company Law of the People's
Republic of China in order to meet the requirements of issuing and listing of
shares overseas by companies limited by shares.

    Article 2  After being approved by the Securities Commission of the State
Council, the company limited by shares may issue shares to designated or
non-designated investors overseas and its shares may be listed overseas.

    In these Regulations, listing overseas means the transferring of shares
issued to investors overseas by companies limited by shares on overseas public
securities exchanges.

    Article 3  The shares issued to overseas investors and listed overseas
(hereinafter referred to as foreign capital shares listed overseas) by
companies limited by shares shall be in the form of registered share
certificates, with the face value indicated in renminbi and purchased in
foreign currencies.

    Transferring on overseas public securities exchanges, foreign capital
shares listed overseas may adopt the form of overseas depository receipts or
other derivative forms.

    Article 4  The Securities Commission of the State Council or its
supervisory and executive agency, the China Securities Regulatory Commission
may, through mutual understanding, enter into an agreement with overseas
securities supervisory agencies to cooperatively supervise the activities
relating to issuing and listing shares overseas by companies limited by shares.

    Article 5  A company limited by shares wishing to issue shares to overseas
investors and list those shares overseas shall, in accordance with the
requirements of the Securities Commission of the State Council, lodge a
written application, together with relevant documents, to the Securities
Commission of the State Council for approval.

    Article 6  When a State-owned enterprise or an enterprise with the
majority of its assets owned by the State, pursuant to relevant State
regulations, is transformed into a company limited by shares which is able to
issue shares to overseas investors and list those shares overseas, the number
of the promoters may be less than five if the company is established by way of
promotion; once the company limited by shares is established, it may issue new
shares.

    Article 7  Shares issued to domestic investors (hereinafter referred to as
"domestic capital shares") by a company limited by shares which issue shares
to overseas investors and list those shares overseas (hereinafter referred to
as a company) shall be in the form of registered share certificates.

    Article 8  The board of directors of a company may make appropriate
arrangements for the respective issue for the plan of issuing foreign capital
shares listed overseas and domestic capital shares approved by the Securities
Commission of the State Council.

    The company's plans of respective issuing foreign capital shares listed
overseas and domestic capital shares pursuant to the provisions of the
preceding paragraph may be separately implemented within 15 months after the
date of approval by the Securities Commission of the State Council.

    Article 9  Foreign capital shares listed overseas and domestic capital
shares which are to be respectively issued as part of the total amount of
shares fixed in a company's issue plan shall be respectively raised in full at
one time. Under special circumstances where the total amount of shares of each
issue cannot be entirely raised in full at one time, such shares may, subject
to the approval by the Securities Commission of the State Council, be issued
in instalments.

    Article 10  In case that a company fails to fully raise the total amount
of shares fixed in its issue plan, it shall not issue new shares outside the
original issue plan. When the share issue plan needs to be adjusted, the
shareholders' meeting shall make a resolution on the adjustment which, after
examination and approval by the company examining and approving department
authorised by the State Council, shall be reported to the Securities
Commission of the State Council for approval.

    The interval between the date of increasing capital by issuing foreign
capital shares listed overseas and the date of the previous issue may be less
than 12 months.

    Article 11  Issuing foreign capital shares listed overseas within the
total amount of shares fixed in the share issue plan, a company may, subject
to the approval by the Securities Commission of the State Council, agree with
the underwriters in the underwriting agreement to retain not more than 15% of
the intended total amount of foreign capital shares listed overseas, outside
the amount of shares underwritten. The issue of shares retained shall be
regarded as part of the total shares issued under the original issue plan.

    Article 12  A company's plan of issuing foreign capital shares listed
overseas and domestic capital shares respectively shall be revealed completely
and exhaustively in the respective prospectus. Any adjustments to the approved
and revealed issue plan shall also be disclosed.

    Article 13  The Securities Commission of the State Council, in conjunction
with the company examining and approving department authorised by the State
Council, may formulate certain essential clauses of the company's articles of
association.

    A company's articles of association shall clearly specify contents
required by the essential clauses of the company's articles of association. A
company shall not be permitted to amend or delete the contents of the
essential clauses in its articles of association.

    Article 14  A company shall specify the term of its business operations in
its articles of association. The term of the business operations of a company
may be perpetual.

    Article 15  The articles of association of a company shall have binding
force on the company and its shareholders, directors, supervisors, managers
and other senior management personnel.

    A company and its shareholders, directors, supervisors, managers and other
senior management personnel shall, in accordance with the company's articles
of association, put in a claim, apply for arbitration or bring a legal action.

    "Other senior management personnel" referred to in the first and second
paragraphs of this Article shall include persons responsible for the company's
financial affairs, the secretaries of the board of directors and other
personnel as stipulated in the company's articles of association.

    Article 16  Overseas investors who legally hold foreign capital shares
listed overseas and whose names or titles are registered in the company's
register of shareholders shall be the holders of foreign capital shares listed
overseas of the company.

    A beneficial owner of foreign capital shares listed overseas may, in
accordance with the statutory regulations of the place where the original
register of shareholders is kept or the shares are listed, register his
shares, under the name of a nominal holder of the shares.

    The register of shareholders of foreign capital shares listed overseas is
regarded as sufficient evidence to verify the holding of a company's shares by
the holders of foreign capital shares listed overseas, unless there is
contradictory evidence.

    Article 17  In accordance with the mutual understanding and agreement as
referred to in Article 4 of the Regulations, the original copy of a company's
register of shareholders of foreign capital shares listed overseas may be kept
overseas and managed by an overseas agency entrusted by the company. A
duplicate copy of a company's register of shareholders of foreign capital
shares listed overseas made by the overseas agency shall be kept at the
business domicile of the company. The entrusted overseas agency shall ensure
at any time the consistency of the original and duplicate copies of the
register of shareholders of foreign capital shares listed overseas.

    Article 18  In case that an adjustment to the original copy of a company's
register of shareholders of foreign capital shares listed overseas needs to be
based on a judicial ruling, the ruling may be made by the jurisdictional court
in the place where the original copy of the register is kept.

    Article 19  In the case of loss of share certificates by the shareholders
of foreign capital shares listed overseas, an application for re-issue may be
handled in accordance with the law or rules of the securities exchanges or
other relevant regulations of the place where the original copy of the
register of shareholders of foreign capital shares listed overseas is kept.

    Article 20  Convening a shareholders' meeting, a company shall send
written notice 45 days prior to the commencement of the meeting to all
registered shareholders, specifying the agenda, date and place of the meeting.

    Shareholders intending to attend the shareholders' meeting shall make
written reply to the company 21 days prior to the meeting.

    The concrete format of the written notice and written reply forms shall be
stipulated by the company in its articles of association.

    Article 21  A company convening an annual shareholders' meeting,
shareholders who hold shares representing more than 5% of the voting rights
may raise written proposals to the company for resolution. Those matters in
such proposals which shall be decided by a shareholders' meeting shall be
arranged in the agenda of the annual shareholders' meeting.

    Article 22  A company shall count the number of voting shares held by the
shareholders intending to attend the meeting based on the written reply
received by the company 20 days prior to the date of the shareholders'
meeting. A shareholders' meeting may be convened when the number of voting
shares held by the shareholders intending to attend the meeting occupies
one-second of the total amount of voting shares; if not, the company shall,
within 5 days, inform the shareholders once again by way of public notice
which shall include the agenda, date and place of the meeting. A shareholders'
meeting may be convened after a public notice has been made.

    Article 23  The directors, supervisors, managers and other senior
management personnel of a company shall have the fiduciary and diligent duties
to the company.

    Those personnel mentioned in the preceding paragraph shall abide by the
company's articles of association and carry out their duties faithfully,
protect the rights and interests of the company, and shall not be permitted to
seek personal gains by taking advantage of their positions and powers in the
company.

    Article 24  A company shall appoint an independent accounting firm, which
conforms to relevant State regulations, to audit the annual report of the
company and review other financial reports of the company.

    A company shall provide relevant information to the appointed accounting
firm and answer its inquiries.

    The period of appointment of an accounting firm by a company shall
commence from the date of conclusion of the current annual shareholders'
meeting and end at the conclusion of the subsequent annual shareholders'
meeting.

    Article 25  A company shall inform the accounting firm in advance when it
intends to dismiss or not continue to re-appoint it. The accounting firm shall
have the right to give its opinions on the dismissal or non re-appointment to
the shareholders' meeting.

    An acounting firm which apply to resign from its office shall make a
statement to the shareholders' meeting whether or not the company has
conducted any inappropriate transactions.

    Article 26  Decisions on matters relating to the appointment, dismissal or
non re-appointment of an accounting firm shall be made by the shareholders'
meeting and reported to the China Securities Regulatory Commission for the
record.

    Article 27  Dividends or other payments which are to be paid by the
company to the shareholders of the company's foreign capital shares listed
overseas shall be calculated and declared in renminbi and paid in foreign
currencies. The exchange settlement of the capital raised by a company in
foreign currencies and the foreign exchange needed by a company to pay share
dividends and make other payments to its shareholders shall be handled in
accordance with the regulations of the State concerning foreign exchange
control.

    In case that the articles of association of a company provide that the
aforesaid payments shall be converted into foreign currencies and paid to
shareholders by other agencies on the company's behalf, such provisions shall
apply.

    Article 28  The contents of those documents prepared by a company to
reveal certain information about the company both in China and overseas shall
not be contradictory.

    In case that there is a difference between the information revealed in
China and overseas due to respective laws and statutory regulations, rules of
the securities exchanges, such a difference shall be revealed in the related
securities exchanges simultaneously.

    Article 29  Disputes in relation to the contents of a company's articles
of association and other matters between the shareholders of foreign capital
shares listed overseas and the company, between the shareholders of foreign
capital shares listed overseas and the company's directors, supervisors and
managers, or between the shareholders of foreign capital shares listed
overseas and shareholders of domestic capital shares shall be resolved in
accordance with the provisions of the company's articles of association.

    The laws of the People's Republic of China shall apply to the settlement
of disputes in the preceding paragraph.

    Article 30  These Regulations shall take effect from the date of
promulgation.