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Order of China Securities Regulatory Commission

(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.

Chairman of China Securities Regulatory Commission Shang Fulin May 9, 2006

Measures for the Issuance Examination Committee of China Securities Regulatory

Commission

Chapter I General Provisions

Article 1 The present Measures are formulated in accordance with the relevant provisions in the Securities Law of the People’s Republic of China for the purpose of ensuring the implementation of the principles of openness, fairness and impartiality in the stock issuance examination and improving the quality and transparency of the stock issuance examination.

Article 2 The China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) establishes the Issuance Examination Committee (hereinafter referred to as the “IEC”). The IEC shall be governed by these Measures when it examines the applications of the issuers for stock issuance as well as the applications for the issuance of convertible company bonds and other securities as approved by the CSRC (hereinafter referred to as the applications for stock issuance). Article 3 The IEC shall, in accordance with 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, carry out examination on the application documents of the issuers for stock issuance and the preliminary examination reports of the relevant functional departments of the CSRC.

The IEC shall vote on the applications for stock issuance by way of casting ballots, and bring forward examination opinions.

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

Article 4 The IEC shall perform its functions 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 the IEC as well as the examination and supervision over the members of the IEC.

Chapter II Composition of the IEC

Article 6 The members of the IEC shall be composed of the professionals of the CSRC and the relevant experts outside the CSRC, and shall be appointed by the CSRC.

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

from outside the CSRC.

The IEC shall have 5 conveners.

Article 7 The tenure of an IEC member shall be one year, and upon the expiration of the term, he may be reappointed, but shall not serve for 3 terms at most.

Article 8 An IEC member shall meet the following requirements:

(1)Sticking to the principles, being impartial and clean, devoting to his duties and posts, and strictly abiding by the laws, administrative regulations and rules;

(2)Being familiar with 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)Having no records of violation of any law or discipline; and

(5)Other requirements as regarded necessary by the CSRC.

Article 9 In case any IEC member is under any of the following circumstances, the CSRC shall dismiss him:

(1)Violating any law, administrative regulation, rule or discipline regarding the work of issuance examination;

(2)Failing to fulfill his due diligence in accordance with the relevant provisions of the CSRC; (3)Filing an application for resignation by himself;

(4)Failing to attend the IEC meetings without reason for twice or more; or

(5)Other circumstances under which the CSRC thinks he is unsuitable for assuming the post of IEC members after examination.

Whether the tenure of an IEC member expires or not, he may be dismissed. And after an IEC member has been dismissed, the CSRC shall elect and appoint a new IEC member in time.

Chapter III Responsibilities of the IEC

Article 10 The IEC shall, according to the relevant laws, administrative regulations and the provisions of the CSRC, be obliged to examine whether the applications for stock issuance meet the relevant requirements, examine the relevant materials and letters of opinions 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, examine the preliminary examination reports issued by the relevant functional departments of the CSRC and bring forward the examination opinions on the applications for stock issuance. Article 11 An IEC member shall attend the IEC meeting in his own name, perform his duties according to law, and issue examination opinions and exercise his voting right independently. Article 12 An IEC member may, through the relevant functional departments of the CSRC, consult the relevant documents in relation to the issuers, which are necessary for performing his duties. Article 13 An IEC member shall observe the following provisions:

(1)Attending the IEC meetings as required, and fulfilling his due diligence in the examination work;

(2)Keeping state secrets and the business secrets of the issuers;

(3)Being prohibited from disclosing any contents discussed in the IEC meetings, the voting information, or any other relevant information;

(4)Being prohibited from taking advantage of the position as an IEC member or the non-public information he has access to in performing his duties to directly or indirectly seek interests for himself or any other people;

(5)Being prohibited from having any interest in 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 entities or individuals, from holding stocks whose issuance applications are subject to his examination, and from privately contacting any of the issuers or any 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 An IEC member has the duty to report to the CSRC any issuer or any other related entity or individual that imposes influences on him by illicit means.

Article 15 Where any IEC member is under any of the following circumstances in the examination of the application documents for stock issuance, he shall offer to withdraw in time:

(1)The IEC member or any of his relatives is the issuer or director (including independent director, the same hereinafter), supervisor, manager or any other senior executive member of 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 performance of duties;

(3)The IEC member or the entity where he works has provided such services as recommendation, underwriting, auditing, appraisal, legal service, and consultation, etc., in the past two years, which may hamper his fair performance of duties;

(4)The company in which the IEC member or his relative is a director, supervisor, manager, or other senior executive has any trade competition with the issuer or the recommendation institution, which may affect his fair performance of duties after verification;

(5)Before convening an SIEVC meeting, a member that meets with the issuer being examined for this time and other related entity or individual, which may affect his fair performance of duties; and

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

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

Article 16 Where an issuer or other related entities or individuals believe that any IEC member has any conflict of interests or potential conflict of interests with them, which may affect the fair performance of duties of the IEC member, they may file a written application to the CSRC for demanding the withdrawal of the relevant IEC member, and give an explanation, when they submit the application documents on stock issuance to the IEC for examination.

The CSRC shall, according to 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 abide by the relevant provisions and disciplinary requirements of the CSRC on the IEC members, perform his duties earnestly, and be subject to the examination and supervision of the CSRC.