THE INTERIM MEASURES FOR THE STOCK ISSUANCE AND LISTING RECOMMENDATION SYSTEM

China Securities Regulatory Commission

Order of the China Securities Regulatory Commission

No. 18

The Interim Measures for the Stock Issuance and Listing Recommendation System, which were deliberated and adopted at the 49th executive
meeting, are hereby promulgated and shall come into force as of February 1st, 2004.

Shang Fulin, Chairman of the China Securities Regulatory Commission

December 28th, 2003

The Interim Measures for the Stock Issuance and Listing Recommendation System

Chapter I General Provisions

Article 1

With a view to regulating the activities of listing and issuance of securities, to enhancing the quality of listed companies and the
practices of securities operating institutions, to protecting the legitimate rights and interests of investors and to promote the
sound development of securities market, the present Measures are formulated in accordance with the laws and administrative regulations.

Article 2

The present Measures shall apply to the join-stock limited companies’ initial public offer of stocks and the listed companies’ issuance
of new stocks and convertible corporate bonds.

Article 3

The securities operating institutions shall fulfill the recommendation duties, shall register as the recommendation institutions in
accordance with the present Measures.

Article 4

The recommendation institutions shall comply with the laws, administrative regulations, the rules of the China Securities Regulatory
Commission (hereinafter referred to as CSRC) and the bylaws of the securities industry, shall recommend the issuance and listing
of the issuers’ securities honestly, faithfully, diligently and devotedly, and shall continuously supervise and urge the issuers
to perform the relevant obligations.

When a recommendation institution performs the recommendation duties, it shall designate some recommendation representatives to take
charge of the specific recommendation work.

Article 5

The recommendation institutions shall be responsible for the main underwriting work of the issuance of securities, and shall check
the public offer financing documents according to the law, and shall give a recommendation advice to the CSRC.

The recommendation institutions shall ensure the authenticity, exactness and completeness of the documents issued by them.

Article 6

An issuer and its directors, supervisors, managers and other senior managerial persons (hereinafter referred to as the “senior managerial
persons”), the law firm, accounting firm, assets assessment institutions and other intermediary institutions that provide special
services to the issuer (hereinafter referred to as ” the intermediary institutions”) and the signer of the issuer shall, in accordance
with the laws, administrative regulations and the rules of the CSRC, bear the corresponding liabilities, and shall cooperate with
the recommendation institutions to fulfill the recommendation duties.

The recommendation institution and the recommendation representatives’ fulfillment of their duties cannot be deemed as a reason to
mitigate the liabilities of the issuer and its senior managerial persons, the intermediary institutions and its signer or to exonerate
them from their liabilities.

Article 7

The CSRC shall, according to the laws, administrative regulations and the present Measures, conduct supervision over and administration
of the pertinent activities of the recommendation institutions and their representatives, the issuers and their managerial persons,
the intermediary institutions and their signers.

The China Securities Association shall adopt self-disciplinary management to the recommendation institutions and the recommendation
representatives.

Chapter II Registration of Recommendation Institutions and Recommendation Representatives

Article 8

Any securities operating institution or individual that has been registered in the CSRC and is on the name list of the recommendation
institutions and the recommendation representatives (hereinafter referred to as the name list) may engage in the recommendation work
in accordance with the provisions of the present Measures. Any one who fails to be registered as a recommendation institution or
recommendation representative in the CSRC and to be on the name list may not engage in the recommendation work.

Article 9

Where a securities operating institution files an application for being registered as a recommendation institution, it shall be a
comprehensive securities company and shall submit to the CSRC a statement or commitments expressing its willingness to fulfill the
recommendation duties.

Article 10

Where a securities operating institution is under any of the following circumstances, it shall not be registered as a recommendation
institution:

(1)

There are less than 2 recommendation representatives;

(2)

There is any serious weakness in the company’s governance structure, the risk control system is imperfect or hasn’t been implemented
effectively;

(3)

It is removed from the name list of the CSRC because of violations of laws and regulations in the recent 24 months; or

(4)

Any other circumstance prescribed by the CSRC.

Article 11

Where an individual files an application for being registered as a recommendation representative, he/she shall file an application
to the CSRC via the recommendation institution in which he/she holds a position and submit the relevant evidential documents and
statement if he/she has acquired the professional qualifications of securities and the corresponding certificate. And he/she shall
meet the following conditions in addition:

(1)

Having experience in any investment bank as prescribed by the CSRC;

(2)

Having taken and passed the recommendation representatives’ competence examination acknowledged by the CSRC;

(3)

Having obtained a recommendation letter issued by the recommendation institution in which he/she holds a position and signed by the
chairman of the board of directors or the general manager;

(4)

Without any debt of considerably large amount that shall be paid off when it matures;

(5)

His/her name hasn’t been removed from the name list of the CSRC or he/she hasn’t been given any administrative punishment by the CSRC
because of violations of the law and regulations within the recent 36 months; and

(6)

Other conditions as prescribed by the CSRC.

Article 12

The securities operating institutions and individuals shall ensure that the registration application documents be authentic, exact
and complete. During the period of application, if there is any important change in the documents, the applicant shall submit new
materials to the CSRC within 5 working days as of the day when the change occurs.

Article 13

Where an applicant meets the conditions, the CSRC shall, within 20 working days as of the day when it accepts his/her registration
application, handle the registration formalities, list him/her in the name list and make an announcement. In case the applicant doesn’t
meet the conditions, the CSRC shall not handle the registration formalities and notify him/her of the reasons in writing.

Article 14

A recommendation institution shall, within 1 month as of the day when it or its recommendation representatives complete the registration
or as of the day when it has been 12 months since the previous archival filing is completed, submit the annual archival filing form
and the relevant materials to the CSRC so as to modify the registered information.

Article 15

Where there is any important change in the registered information of the recommendation institution or of its recommendation representatives,
the recommendation institution shall, within 5 working days as of the day when the change occurs, report to the CSRC.

Article 16

Where a recommendation institution is under any of the circumstances as prescribed in Article 10 of the present Measures, the CSRC
shall remove it and its recommendation representatives from the name list.

Article 17

Where a recommendation representative is under any of the following circumstances, the CSRC shall remove his/her name from the name
list:

(1)

His/her professional license has been cancelled or withdrawn;

(2)

Without experience in an investment bank as required by the CSRC;

(3)

The recommendation institution has withdrawn its recommendation letter;

(4)

He/She has been transferred from a recommendation institution or from the operating department of its investment bank;

(5)

He/She fails to clear off any mature debt of considerably large amount;

(6)

He/She is given any administrative punishment by the CSRC because of violations of the law and regulations or receives a criminal
punishment because of committing a crime; or

(7)

Other circumstances prescribed by the CSRC.

Article 18

Where a recommendation representative whose name has been removed from the name list meets the registration conditions, he/she may
re-file an application for being registered as a recommendation representative. Where it has been more than 6 months as of the day
when he/she is removed from the name list, he /she shall have the recommendation representatives’ competence examination once again.

Chapter III Duties of the Recommendation Institutions

Article 19

A recommendation institution shall dutifully recommend the issuance and listing of the securities of an issuer. After the listing
of the securities of an issuer, the recommendation institution shall continuously supervise and guide the issuer to fulfill the obligations
such as operating normatively, keeping its promise, and disclosing the information, etc..

Article 20

Before a recommendation institution recommends the initial public offer of stocks of an issuer, it shall give guidance to the issuer
according to the requirements of the CSRC.

Where the recommendation institution is to recommend the initial public offer of an issuer guided by any other institution, it shall,
prior to making the recommendation, re-provide guidance to the issuer for at least 6 months.

Article 21

The recommendation institution may not recommend an issuer to issue securities by way of listing, until it meets the following requirements
upon guidance:

(1)

It meets the requirements for the public issuance of securities and the relevant regulations and has the capability of sustainable
development;

(2)

It is independent of the promoters, big shareholders and the actual controller in the aspects of operations, assets, personnel, institution
and financial affairs. There is no intra-trade competition, obviously unfair connected transaction or any other act that may affect
the independent operation of the issuer;

(3)

There is no serious defect in the corporate governance, financial and accounting systems that may obstruct the sustained normative
operation;

(4)

The senior managerial persons have grasped the laws and administrative regulations and other related knowledge as required for entering
the securities market, have known the statutory obligations and responsibilities of a listed company and its senior managerial personnel,
are adequately honest and trustworthy, are capable of managing a listed company and have sufficient experiences; and

(5)

Other requirements prescribed by the CSRC.

Article 22

Where a recommendation institution recommends the issuance and listing of the securities of an issuer, it shall, in accordance with
the laws, administrative regulations and provisions of the CSRC, devotedly conduct investigations into and carefully examine the
issuer and its promoters, big shareholders and actual controller. It shall, upon the entrustment of the issuer, organize and make
the application documents and issue the recommendation documents.

Article 23

Among the issuer’s public financing documents, those not supported by any professional opinion of an intermediary institution and
its signer shall be fully, widely and properly investigated into by the recommendation institution, who shall then independently
make a judgment on the materials provided by the issuer and the information disclosed by it and shall have adequate reasons to affirm
that there is no material discrepancy between the judgment made by it and the issuer’s public financing documents.

Article 24

Among the issuer’s public financing documents, those containing the professional opinions issued by the intermediary institutions
and their signers shall be carefully checked and verified by the recommendation institution, who shall independently make a judgment
on the materials provided by the issuer and the information disclosed by it.

Where there is any important discrepancy between the judgment made by the recommendation institution and the professional opinion
of an intermediary institution, the related items shall be re-investigated and re-verified, and another intermediary institution
may be hired to provide professional services.

Article 25

A recommendation institution shall make the following commitments in its recommendation documents:

(1)

It has adequate reasons to believe that the issuer meets the requirements prescribed in Article 14 of the present Measures, and it
is proper for its securities to be listed and traded in the stock exchange;

(2)

It has adequate reasons to believe that there is no false information, misleading statement or serious omission in the issuer’s application
documents and the public financing documents;

(3)

It has adequate reasons to believe that the opinions of the issuer and its directors expressed in the public financing documents are
well-grounded;

(4)

It has adequate reasons to believe that there is no material discrepancy between its judgment and the opinions expressed by other
intermediary institutions;

(5)

It shall guarantee that the recommendation representatives assigned by it and the related personnel of this recommendation institution
has fulfilled their duties diligently, and have devotedly conducted investigations into and have carefully verified the application
documents of the issuer;

(6)

It shall guarantee that there is no false information, misleading statement or serious omission in the recommendation documents and
the other documents relating to the fulfillment of the recommendation duties;

(7)

It shall guarantee that the professional services and the professional opinions provided to the issuer are in line with the laws,
administrative regulations, the provisions of the CSRC and the bylaws of the securities industry;

(8)

It voluntarily accepts the supervision measures taken by the CSRC according to the present Measures; and

(9)

Other commitments as prescribed by the CSRC.

Article 26

The recommendation institution shall, after it has submitted the recommendation documents to the CSRC, shall actively help the CSRC
to examine the said documents, and undertake the following tasks:

(1)

To organize the issuer and its intermediary institutions to make replies to the opinions of the CSRC;

(2)

To devotedly investigate into or verify the special matters in relation to the current issuance and listing of securities according
to the requirements of the CSRC;

(3)

To assign the recommendation representatives to conduct professional communications with the CSRC; and

(4)

Other tasks prescribed by the CSRC.

Article 27

When recommending the listing of the securities of an issuer, the recommendation institution shall submit to the stock exchange a
recommendation letter and the pertinent documents as required in the listing rules in the stock exchange, and shall report them to
the CSRC for archival purposes.

A recommendation letter shall contain the commitments as prescribed in Article 25 of the present Measures, the arrangement in relation
to the continuous supervision over the issuer and other matters as required by the stock exchange.

Article 28

The recommendation institution shall determine the items and emphases of the continuous supervision and guidance according to the
actual situation of the issuer, and shall undertake the following tasks:

(1)

To supervise and guide the issuer to effectively implement and perfect the system in regard to the prevention of the big shareholders’
and other connected parties’ illegal use of the issuer’s resources;

(2)

To supervise and guide the issuer to effectively implement and perfect the internal control system in regard to the prevention of
the senior managerial personnel’s impairment to the interests of the issuer by taking the advantage of their positions;

(3)

To supervise and guide the issuer to effectively implement and perfect the system in regard to guarantee of the fairness and normativeness
of connected transactions, and to express its opinions on the connected transactions;

(4)

To supervise and guide the issuer to fulfill the obligation of information disclosure, to examine the information disclosure documents
and other documents submitted to the CSRC and the stock exchange;

(5)

To continuously pay attention to the issuer’ uses of the raised fund, the fulfillment of the investment project and other commitments;

(6)

To continuously pay attention to the issuer’s providing guaranties to others, and expressing its opinions; and

(7)

Other tasks as required by the CSRC and stipulated in the recommendation agreement.

Article 29

As for an issuer of initial public offer of stocks, the period of continuous supervision and guidance shall be the remaining time
of the current year of the listing of the securities and the following two full fiscal years. As for a listed company who issues
new stocks or convertible corporate bonds, the period of continuous supervision and guidance shall be the remaining time of the current
year of the listing of the securities and the following one full fiscal year. The period of continuous supervision and guidance shall
start as of the day of the listing of the securities.

Article 30

At the expiration of the period of the continuous supervision and guidance, if there is any uncompleted recommendation task, the recommendation
institution shall complete it continuously.

During the conscientious recommendation period or the continuous supervision and guidance period, if the recommendation institution
fails to fulfill its duties diligently and devotedly, it shall bear the corresponding liabilities after the expiration of the period
of continuous supervision and guidance.

Chapter IV Recommendation Procedures

Article 31

A recommendation institution shall establish and perfect the internal control system of the recommendation work.

Article 32

A recommendation institution shall establish and perfect the duty investigation system in regard to the issuance and listing of securities,
the internal examination system concerning the issuance and listing application documents and the system in regard to the continuous
supervision and guidance to the issuers after the listing of securities.

Article 33

A recommendation institution shall establish and perfect the system in regard to the continuous training of the recommendation representatives
and other personnel engaging in recommendation work.

Article 34

A recommendation institution shall establish and perfect the system in regard to the archival files. It shall establish separate archival
files for each recommendation project.

The recommendation archives shall be authentic, exact and complete, and shall be preserved for not less than 10 years.

Article 35

Where any of the following circumstances exists that may affect the impartial performance of duties of recommendation, a recommendation
institution may not recommend the issuance and listing of the securities of any issuer:

(1)

The aggregate shares of the recommendation institution, the actual controllers and the important connected parties exceed 7% of the
total shares of the issuer;

(2)

The issuer holds or controls 7% of the total shares of the recommendation institution;

(3)

Any of the recommendation institution’s recommendation representatives, directors, supervisors, managers and other senior managerial
personnel has an interest in the issuer, takes a position in the issuer or any other circumstance that may affect the impartial performance
of the recommendation duties; or

(4)

The recommendation institution, or any of its big shareholders, actual controllers and important connected parties provide guaranty
or financing services to the issuer.

Article 36

The recommendation institution and the issuer shall conclude a recommendation agreement so as to specify their respective rights and
obligations.

Article 37

The recommendation institution shall, in accordance with the bylaws of the securities industry and by consulting the issuer, determine
the relevant fees for the performance of the recommendation duties.

Article 38

Where a recommendation agreement is terminated prior to the publication of the public offer financing documents, the recommendation
institution and the issuer shall respectively report to the CSRC and give it explanations within 5 working days as of the day of
termination.

Article 39

After the publication of the public offer financing documents, the recommendation institution and the issuer shall not terminate the
recommendation agreement, except that the issuer hires another recommendation institution to apply for the issuance of new stocks
or convertible corporate bonds and that the recommendation institution has been removed from the name list by the CSRC.

Where a recommendation agreement is terminated, the recommendation institution and the issuer shall report to the CSRC and the stock
exchange and give them explanations within 5 working days as of the day of termination.

Article 40

Where the recommendation institution is removed from the name list of the CSRC during the period of continuous supervision and guidance,
the issuer shall hire another recommendation institution within one month.

Article 41

The other recommendation institution hired shall finish the supervision and guidance work uncompleted by the former one, and the supervision
and guidance period shall not be shorter than a full fiscal year.

The other recommendation institution hired shall carry out the recommendation work and bear the corresponding liabilities as of the
day when the recommendation agreement is concluded. The former recommendation institution shall bear the corresponding liabilities
during the period of the conscientious recommendation and the period of continuous supervision and guidance.

Article 42

A recommendation institution shall assign 2 recommendation representatives to take charge of the specific recommendation work of an
issuer, shall issue a special authorization signed by the chairman of the board of directors or by the general manager, and shall
ensure that the relevant departments and personnel of the recommendation institution efficiently cooperate with each other based
on division of labor.

In addition, the recommendation institution shall assign a project principal. A recommendation representative may take the position
of a project principal.

Article 43

After the issuance of the securities of an issuer, the recommendation institution shall not change the recommendation representatives,
except that they are removed from the name list by the CSRC because of being transferred from the recommendation institution or any
other circumstance.

Where the recommendation institution changes the recommendation representatives, it shall notify the issuer, and shall report and
give explanations to the CSRC and the stock exchange. The former recommendation representatives shall bear the corresponding liabilities
for the period during which they take charge of the specific recommendation work.

Article 44

The legal representative of the recommendation institution, the person-in-charge of the business department of the investment bank,
the person-in-charge of internal examination, the recommendation representatives and project principal shall affix their signatures
to the recommendation documents, and list their names in the issuer’s public financing documents.

Article 45

The recommendation institution shall in time notify the issuer of the opinions expressed for the performance of the recommendation
duties, shall keep them as its work archives, and may make an announcement according to the provisions of the present Measures and
report them to the CSRC and the stock exchange.

Article 46

The recommendation institution shall submit a “recommendation summary report” to the CSRC and the stock exchange within 10 working
days after completing the continuous supervision and guidance work.

Article 47

Where a recommendation representative engaging in recommendation work is interfered with by any unjustifiable factor, he/she shall
independently keep his/her professional opinions, which shall be recorded in the recommendation archives.

Article 48

Since all the recommendation representatives and other personnel engaging in recommendation work are the persons who know the inside
information, they shall abide by the laws, the administrative regulations and the provisions of the CSRC, shall not directly or indirectly
seek improper interests for themselves or for any other person by making use of the access to the inside information.

Chapter V The Coordination of Recommendation Work

Article 49

A recommendation institution may, when performing the recommendation duties, exercise the following rights to an issuer:

(1)

To ask the issuer to notify it of the information according to the provisions of the present Measures and in the form as stipulated
in the recommendation agreement;

(2)

To announce the illegal acts of the issuer in pursuance of information disclosure provisions of the CSRC and the stock exchange; and

(3)

To exercise other rights as provided by the CSRC or stipulated in the recommendation agreement.

Article 50

Where an issuer is under any of the following circumstances, it shall in time inform or consult the recommendation institution, and
shall, according to the stipulations in the agreement, submit the relevant documents to the recommendation institution:

(1)

Modifying its commitments in regard to the financing and investment project, etc.;

(2)

Making any connected transaction and providing guaranty to any other person, etc.;

(3)

Performing the information disclosure duties or reporting the relevant matters to the CSRC and the stock exchange;

(4)

Committing any illegal act or other serious acts; and

(5)

Other matters as prescribed by the CSRC or as stipulated in the recommendation agreement.

Article 51

Prior to the issuance of securities, in case the issuer fails to cooperate with the recommendation institution to perform the recommendation
duties, the recommendation institution shall express its reservations, and shall give explanations in the recommendation documents;
in case the circumstance is serious, it shall refuse to make recommendation or withdraw the recommendation that it has already completed.

Article 52

After the issuance of securities, in case the recommendation institution has adequate reasons to hold that the issuer may have illegal
acts or other improper acts, it shall supervise and urge the issuer to make explanations and order it to get right within a time
limit; in case the circumstance is serious, it shall report to the CSRC and the stock exchange.

Article 53

A recommendation institution shall organize and coordinate the relevant work of the intermediary institutions and their signers when
they participate in the issuance and listing of securities.

Article 54

Where a recommendation institution has any doubts about the professional opinions issued by an intermediary institution and its signer,
it shall actively negotiate with this intermediary institution and may ask it to make explanations or to present the basis.

Article 55

Where a recommendation institution has adequate reasons to ensure that the professional opinions issued by an intermediary institution
and its signer may have false information, misleading statement, serious omission or any other illegal or improper circumstance,
it shall in time express its opinions; in case the circumstance is serious, it shall report to the CSRC and the stock exchange.

Article 56

An intermediary institution and its signer shall keep professional independence, shall prudently make a new judgment on the doubts
or opinions raised by the recommendation institution, shall in time notify the recommendation institution and the issuer of its opinions,
and may report to the relevant departments, the CSRC and the stock exchange according to the law.

Chapter VI Supervisory Measures and Legal Liabilities

Article 57

The CSRC shall establish a recommendation credit-standing supervision system to conduct continuous and dynamic management in regard
to the registration of the recommendation institutions and recommendation representatives and to announce the records such as their
professional practices, illegal acts, other bad acts and the supervision measures taken against them.

Article 58

A recommendation institution and its recommendation representatives shall bear the corresponding liabilities as of the day when the
recommendation institution submits the recommendation documents to the CSRC.

Article 59

Where the application documents for the registration of a recommendation institution submitted by a securities operating institution
to the CSRC contain any false information, misleading statement or serious omission, the CSRC shall refuse to handle the registration,
or remove the recommendation institution from the name list if it has completed the registration.

Where the application documents for registration of a recommendation representative contain any false information, misleading statement
or serious omission, the CSRC shall refuse to handle the registration, or remove him/her from the name list if it has completed the
registration, and shall refuse to accept any application for the registration of recommendation representatives recommended by this
recommendation institution within 6 months as of the day of removal.

Article 60

Where any recommendation document submitted by a recommendation institution to the CSRC and the stock exchange contains any false
information, misleading statement or serious omission, or where the recommendation institution induces, or

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