PROVISIONAL MEASURES OF SHENZHEN MUNICIPALITY FOR SUPERVISION AND CONTROL OF LISTED COMPANIES

CHAPTER 1. GENERAL PROVISIONS CHAPTER 2. PUBLIC STATEMENTS CHAPTER 3. REPORTS OF FINANCES AND RESULTS CHAPTER 4. IMPORTANT TRANSACTIONS
CHAPTER 5. TAKE-OVER AND MERGER CHAPTER 6. MATERIAL CHANGES CHAPTER 7. INTERNAL CONTROL CHAPTER 8. SHARE MATTERS CHAPTER 9. PENALTIES
CHAPTER 10. SUPPLEMENTARY PROVISIONS

CHAPTER 1. GENERAL PROVISIONS

   Article 1. These Measures are formulated on the basis of the Provisional Regulations of Shenzhen Municipality Concerning Joint Stock Limited
Companies and the Provisional Measures of Shenzhen Municipality for Administration of the Issue and Trading of Shares (the “Provisional
Measures”), in order to protect the lawful rights and interests of investors, to maintain the order of the securities market and
to strengthen the supervision and control of listed companies.

   Article 2. All publication of information, and all important transactions and changes that affect share price fluctuations, on the part of companies
publicly issuing shares in Shenzhen or whose shares are listed in Shenzhen must be carried out in compliance with these Measures.

   Article 3. The Shenzhen Special Economic Zone branch of the People’s Bank of China (the “Authority in Charge”), under the direction of the People’s
Bank of China and the Shenzhen Municipal People’s Government, shall be responsible for the supervision and control of listed companies
in Shenzhen.

   Article 4. The Authority in Charge shall be responsible for the confirmation of the public statements mentioned in Chapter 2 and for supervision
and control of the very substantial transactions, major transactions and share transactions mentioned in Chapter 4, the take-overs
and mergers mentioned in Chapter 5, the material changes mentioned in Chapter 6, the internal control mentioned in Chapter 7 and
part of the share matters mentioned in Chapter 8 hereof.

   Article 5. The Authority in Charge shall authorize the Shenzhen Securities Exchange (the “Exchange”) to carry out routine supervision and control
of listed companies in Shenzhen and to be responsible for examination of the listing announcements mentioned in these Measures and
the reports of finances and results mentioned in Chapter 3 and for the supervision and control of the disclosable transactions and
the transactions with connected persons mentioned in Chapter 4 and part of the share matters mentioned in Chapter 8 hereof.

CHAPTER 2. PUBLIC STATEMENTS

   Article 6. The term “public statements” refers to the special documents that joint stock companies disclose to the public when making public
issues of shares, when listing and trading shares and when carrying out other very substantial matters. The term includes prospectuses
for the issue of shares toward the public, listing announcements for the listing of shares, bonus prospectuses for the issue of bonus
shares to existing shareholders, public statements concerning important matters and the relevant attached statements.

   Article 7. The standard for preparing public statements shall be that the company applying for issue or listing (the “Applicant Company”) must
make a publication sufficient to allow investors to gain a clear and comprehensive understanding and evaluation of such company’s
business development, financial situation, management situation, future prospects and the rights and interests associated with the
shares involved. The contents must be, stated accurately, clearly, truthfully and comprehensively and there may not be any ambiguities,
falsehoods or omissions therein, still less misleading or deceptive elements.

   Article 8. The contents of a prospectus shall, in addition to meeting the requirements of Article 18 of the Provisional Measures, also state
in detail the company’s process of capital formation, types of products, production process, sales situation, business results, property
and equipment, rights and interested, main interested persons, the plan for application of the proceeds from share issue, analysis
of benefits, and risk factors.

   Article 9. Simultaneously with the disclosure of the prospectus, an asset valuation report and written confirmation from an institution with
professional qualifications, a financial report with its explanatory notes, major contracts and matters of litigation shall be published
in newspapers and periodicals.

   Article 10. A listing announcement shall, in addition to meeting the requirements for share prospectuses, also clearly state the following particulars:

(1) the date of the company’s listing and the number of the approval document granting the listing;

(2) details of the share issue and the composition of share rights;

(3) the main points of the resolution of the inaugural meeting or shareholders’ general meeting concerning listing;

(4) resumes of the directors, supervisors and senior management personnel and details of their shareholding; (5) the equity of shareholders
with holdings of more than 1 percent;

(6) details of application of funds and financial position following the share offer, financial situation and the forecast for the
coming year;

(7) the contact person and contact address, telephone and facsimile numbers for members of the public wishing to inquire about company
information at any time; and

(8) other items of importance.

If the time between public issue and listing is less than six mouths, the listing announcement need not publish the contents of the
prospectus.

   Article 11. A bonus share prospectus shall be prepared by reference to the share prospectus. A public statement concerning an important matter
shall be prepared in accordance with the appropriate provisions of Chapters 4 and 5 hereof.

   Article 12. A public statement must be confirmed by the Authority in Charge and may be published in designated newspapers and periodicals only
after the Authority in Charge requires no further amendments. No major amendments may be made to the final version of a public statement
without the permission of the Authority in Charge. When a public statement is published, it shall carry this important note: “The
Authority in Charge does not guarantee the accuracy or completeness of the contents of this public statement and bears no responsibility
for any losses caused thereby.”

   Article 13. The sponsors and members of the board of directors of an Applicant Company must bear joint and several liability for the accuracy
and completeness of the contents of public statements.

   Article 14. The distributor for a share issue must investigate the contents of the share prospectus during the distribution period and shall
bear major responsibility for the accuracy and completeness of such contents.

   Article 15. Notarial institutions such as accounting firms and other parties that provide certifications for the issue of shares must handle
matters in accordance with laws and regulations, perform their duties and bear joint and several liability for the contents of public
statements.

   Article 16. All publicity materials of an Applicant Company during the period between its receiving approval for issue and the listing of its
shares must be reviewed by the Authority in Charge. The contents thereof must comply with the relevant regulations and may not promote
or advertise the products or business of such company.

   Article 17. Prospectuses, bonus share prospectuses and public statements concerning important matters must be submitted to the Authority in Charge
for review and finalization. The Authority in Charge shall make a reply within three weeks after receiving the official draft; otherwise
approval shall be deemed to have been given. Listing announcements must be submitted to the Exchange for review; final approval shall
be given by the Authority in Charge. Finalized versions of public statements must be delivered in four copies each to the Authority
in Charge and the Exchange for the record three days prior to their publication. Prospectuses and bonus share prospectuses shall
be delivered in two copies each to the Administration for Industry and Commerce for the record.

   Article 18. Prior to the formal publication of a public statement, insiders of the Applicant Company and their advisers must maintain the confidentiality
of the relevant materials. If it is discovered that contents of the relevant materials have been divulged, the Authority in Charge
may refuse to consider the application.

   Article 19. A public statement shall be effective as from the date of its publication. A listed company must abide by the provisions and regulations
thereof and perform its duties and may not alter such statement at will. If alteration is necessary, it must show cause therefor
to the public. Major alterations must be approved at a shareholders’ general meeting or by the relevant department in charge; otherwise,
the company’s parties concerned shall bear all liability arising from such alterations.

CHAPTER 3. REPORTS OF FINANCES AND RESULTS

   Article 20. A listed company must establish a system whereby its financial situation and business results are disclosed to the public at regular
intervals. Such information shall be published twice in each fiscal year, namely in an interim report and an annual report. The interim
report shall be published within 60 days following the end of the first six months of each fiscal year; the annual report shall be
published within 90 days following the end of each fiscal year.

   Article 21. Ten days prior to publication, a listed company shall submit the materials to be published to the Exchange and shall publish them
in designated newspapers and periodicals on the strength of a signed opinion from the Exchange. The Exchange shall make a reply within
10 days. The Exchange shall formulate the corresponding detailed rules on the basis of the Enterprise Accounting Principles of the
Shenzhen Special Economic Zone (for Trial Implementation) and these Measures.

   Article 22. Company financial reports shall include balance sheets, profit and loss statements, statements of changes in shareholders’ equity
and statements of changes in financial position and their explanatory notes. An accounting firm shall be engaged to check over interim
reports and to audit final reports. Accounting firms shall bear joint and several liability for the methods of examination of reports
certified by them and for the truthfulness, reliability and completeness of their contents.

   Article 23. A financial report shall provide detailed statements of the following matters:

(1) where accounting treatments differ from fair and equitable accounting principles, the details thereof and the discrepancies produced
by the different treatments shall be stated;

(2) where a choice exists between several fair and equitable accounting methods, the method chosen shall be indicated;

(3) where accounting treatments are changed for a special reason and such change affects the comparison of information from the periods
preceding and following such change, the reason for the change and its specific effects on the contents of the report shall be stated;
and

(4) details of the consolidation of statements of affiliated companies.

   Article 24. An interim report shall contain at least the following contents: (1) financial situation:

(a) balance sheet;

(b) profit and loss statement, which must state:

(i) turnover, sales of main products;

(ii) profits (or losses) before taxes from ordinary items;

(iii) revenue and expenditure relating to extraordinary items (major items shall be noted); and

(iv) tax base and profit after taxes;

(c) changes in shareholders’ equity;

(d) comparisons of the figures for all items with those for the same period during the preceding year; and

(e) obligatory comments from an accounting firm;

(2) business review, providing a concise summary of the progress and profitability all the business activities of the company, mainly
consisting of an analysis by region and by industry;

(3) statements of important matters, and publication of abstracts of the contents of major contracts;

(4) forecast of prospects (comments from an accounting firm);

(5) details of the securities holdings in the company and changes in the equity of directors, supervisors, the manager and large shareholders
with holdings of more than 1 percent; and

(6) relevant resolutions of the board of directors.

   Article 25. An annual report shall include at least the following items:

(1) a basic overview of the company: capital structure, organizational system (major business departments and branches and administrative
structure), the rights and interests appertaining to it (subsidiaries, types and quantities of securities holdings, real property
owned), working personnel (number, educational composition, average age, average length of service);

(2) business situation: details of production and sales of main products, development of new products and details of important matters;

(3) financial information: balance sheet, profit and loss statement, statement of changes in shareholders’ equity, statement of changes
in financial position and profit distribution statement, certified by an accounting firm; comparisons of the figures for all items
with those for the same period during the preceding year;

(4) statement of the company’s indebtedness: details of bank loans, guarantees and itemizations of company debts, and the relevant
parties, main contents and initial and final dates, etc. thereof;

(5) business outlook: reasonable expectations of long-term and short-term developments in all types of company business and investment
targets, and reliable forecasts of foreseeable major factors affecting company prospects;

(6) details of bonus and dividend distribution;

(7) an audit report from an accounting firm; if there are reservations attached to such report, the factors contributing thereto must
be stated; and

(8) the intention to extend or terminate the appointment of the accounting firm.

   Article 26. Interim reports must be approved by the board of directors of the company and signed by the supervisory board in acknowledgment of
perusal Annual reports must be approved at a shareholders’ general meeting. Both types of report shall be submitted in four copies
each to the Authority in Charge and the Exchange for reference three days prior to their publication.

   Article 27. All reports involving the business situation or financial data of a listed company must be reviewed by the Exchange and simultaneously
submitted to the Authority in Charge for reference prior to publication; otherwise, they shall be deemed to have been published with
the intent to manipulate the prices of the shares concerned.

   Article 28. A listed company may not disclose or supply at will information that will affect prices. The disclosure of important information
that will affect prices must be reported to the Exchange and the Authority in Charge 48 hours beforehand, and the authorization of
the Exchange thereto must be obtained. If the Exchange has made no reply within 24 hours, it shall be deemed to have given its authorization.
These time limits shall be extended accordingly in the case of official holidays or legal holidays.

CHAPTER 4. IMPORTANT TRANSACTIONS Article 29. The following shall be important transactions:

(1) very substantial transactions;

(2) major transactions;

(3) disclosable transactions;

(4) share transactions; and

(5) transactions with connected persons.

   Article 30. “The term very substantial transaction” refers to an act whereby a listed company or a subsidiary thereof takes over another enterprise,
acquires assets or realizes its own assets so as to reach any of the proportions set forth below:

(1) an acquisition or realization of assets in an amount of more than 50 percent of the company’s total assets;

(2) an acquisition or realization of assets from which the forecast net profit will constitute more than 50 percent of the company’s
net profit for that category;

(3) an acquisition in consideration of which shares constituting more than 50 percent of the total share capital will be issued;

(4) relevant acquisitions capable of causing changes in share controllership.

The relevant acts of acquisition or asset realization in each of the above items shall include the entry into or early termination
of financing, operation or lease agreements which will affect the assets, liabilities and profits of the company.

   Article 31. Very substantial acquisitions must be authorized by the Authority in Charge and approved at a shareholders’ general meeting.

   Article 32. Shareholders having a major interest in a very substantial transaction shall not have the right to vote at such shareholders’ general
meeting.

   Article 33. Trading of the shares of a company must be suspended as from the date on which formal negotiations concerning a very substantial
transaction commence and may not be resumed until the publication of an agreement. Resumption of quotation shall be regarded as a
new application for listing and shall be handled in accordance with the procedures for new listings.

   Article 34. Within three days following the reaching of an agreement over the provisions of a very substantial transaction, the issuer shall
deliver the agreement to the Authority in Charge and shall publish the same in newspapers and periodicals following review by the
Authority in Charge.

   Article 35. The term “major transactions” refers to the transactions set forth in each item of Article 30 where the corresponding figure is more
than 25 percent.

   Article 36. Major transactions shall be handled in accordance with the procedure for very substantial transactions, with the exception that resumption
of quotation shall not be treated as a new listing.

   Article 37. The term “disclosable transactions” refers to the transactions set forth in items (1), (2) and (4) of Article 30, where the corresponding
figure is more than 10 percent.

   Article 38. Within three days following the reaching of an agreement over the provisions of a disclosable transaction, the issuer shall deliver
such agreement to the Exchange for review and simultaneously to the Authority in Charge for the record, and shall publish the same
in newspapers and periodicals following its review by the Exchange.

   Article 39. Within 15 days following the publication of a written agreement concerning any important transaction, the issuer must prepare and
publish a public statement concerning such transaction, which shall include at least the following contents:

(1) the purpose of the transaction;

(2) the date of the transaction and an overview of the parties to the transaction;

(3) the general nature of the transaction; (4) the asset situation and business circumstances relating to the transaction;

(5) the amount of the transaction and the method of payment;

(6) the transaction price and the method by which the amount was determined;

(7) the benefits to be obtained through the transaction. If it is a take-over or acquisition, a forecast of the profits derivable
from the transaction must be attached; if it is a realization of assets, the earnings from their sale and the application thereof
must be stated; and

(8) other information publication of which is required by the Authority in Charge or the Exchange.

   Article 40. The term “share transaction” refers to the act whereby assets are acquired by means of share issue.

   Article 41. Share transactions shall be handled in accordance with the procedures for major transactions.

   Article 42. The public statement for a share transaction must include, in addition to each of the items set forth in Article 39, the following
contents:

(1) the number of shares to be issued;

(2) the document number and main points of the document by which the Authority in Charge granted approval for share issue;

(3) changes in the shareholdings of major shareholders (those with holdings of more than 1 percent of the total); and

(4) other information required by the Authority in Charge.

   Article 43. The term “transactions with connected persons” refers to transactions concluded between the issuer and its subsidiaries on the one
hand and the directors, supervisors and senior executive personne l of the company and their relatives on the other hand (including
transactions with companies whose shares are controlled by the above-mentioned persons).

   Article 44. Transactions with connected persons must be handled in accordance with the procedures for disclosable transactions.

   Article 45. The following transactions with connected persons need not be handled in accordance with the procedure prescribed above:

(1) the acquisition or selling off of consumer goods or service facilities by a company from or to connected persons in the course
of routine business and in accordance with general commercial principles;

(2) transactions between an issuer and its wholly-owned subsidiary;

(3) transactions between an issuer and a non-wholly-owned subsidiary, provided that the connected persons do not control the shares
(hold more than 25 percent of the shares) of such subsidiary; and

(4) transactions in the amount of less than 100,000 yuan.

   Article 46. All persons involved in a transaction with connected persons that must be passed at a shareholders’ general meeting and persons with
a material interest in such transaction must relinquish their voting rights at such shareholders’ general meeting.

CHAPTER 5. TAKE-OVER AND MERGER

   Article 47. The term “take-over and merger” refers to the act whereby a legal or natural person or his or its agent acquires a controlling interest
in a listed company (or public company) by means of acquisition of the shares of such company.

The term “controlling interest” means the ownership of more than 25 percent of the shares or voting rights in a listed company.

   Article 48. All parties to a take-over and merger shall observe the following general principles:

(1) when changes occur in the controlling interests in a company, any shareholder acquiring a controlling interest shall promptly
notify all the shareholders; (2) a shareholder acquiring a controlling interest in a company must undertake to present a take-over
proposal to the holders of the same type of shares on the same conditions, and carry out such proposal;

(3) the board of directors of each of the parties to a take-over and merger must take the interests of the mass of medium-sized and
small shareholders as a prerequisite and must ultimately ensure the overall interests of its own party’s shareholders;

(4) the directors and senior executive personnel of the company to be taken-over may not take any action that would affect the implementation
of the take-over prior to adoption of a pertinent resolution at a shareholders’ general meeting of the company that is taking over;
and

(5) all parties involved in a take-over and merger shall make best efforts to prevent the occurrence of a false market.

   Article 49. Any act whereby a cumulative total of more than 25 percent of the shares or voting rights in a listed company is acquired shall be
an act of take-over and merger.

   Article 50. Take-over shall include partial take-over and total takeover:

(1) the term “partial take-over” refers to the act whereby a cumulative total of more than 25 percent but less than 100 percent of
the shares or voting rights in a listed company is acquired;

(2) partial take-over is divided into three grades of control, namely a cumulative controlling interest of more than 25 percent, more
than 50 percent and more than 75 percent. The reaching or surpassing of each of these ratios must be handled as an act of take-over
and merger;

(3) the term “total take-over” refers to the act whereby 100 percent of the shares or voting rights in a listed company are acquired.

   Article 51. All take-over agreements must be delivered to the Authority in Charge three days prior to their official publication and published
in newspapers and periodicals following review. Such agreements shall become effective following their approval at shareholders’
general meetings of all parties. The same provisions shall apply to amendments to such agreements.

   Article 52. Following the finalization of the intention of a company to carry out a take-over and merger, it must be presented to the board of
directors of the company taking over. The directors of the company to be taken over shall have the right to require the company taking
over to provide a guarantee, in order to ensure the full performance of such agreement.

All parties to an agreement and all insiders shall maintain strict confidentiality prior to the official publication of such agreement.

   Article 53. From the date of the conclusion of a take-over and merger agreement through the date of its performance in full, the company being
taken over may not issue any securities or sign any contracts relating to matters outside the normal scope of business of such company.

   Article 54. A partial take-over must comply with the following provisions:

(1) the company taking over may not purchase shares in the company to be taken-over during the period between the signing of the agreement
and its entry into effect;

(2) where the number of shares that the shareholders of the company to be taken over are willing be acquired is greater than the number
to be acquired, the company taking over must make acquisitions on a pro-rata basis; and

(3) the take-over agreement shall be effective only after its adoption by more than 50 percent of the shareholders with independent
voting rights.

The term “shareholder with independent voting rights” means a shareholder unrelated to the relevant take-over.

   Article 55. A take-over and merger of a holding company or subsidiary of a listed company that involves a substantial transfer of shares or voting
rights as set forth in Article 49 shall be a chain take-over. Chain take-overs shall be handled in accordance with the provisions
concerning take-over and merger contained in these Measures.

   Article 56. A company taking over another company shall prepare and publish a public statement within 20 days following the publication of the
agreement. The contents of such public statement shall include:

(1) the name, place of registration and take-over agent of the company;

(2) the number of shares in the company taking over and in the company to be taken over held by holding companies, subsidiaries and
directors and senior executive personnel;

(3) the take-over price and method of payment, and explanations thereof;

(4) schedule arrangement;

(5) the obligations of the company taking over and the rights of shareholders in the company to be acquired;

(6) the equity-debt, profit-loss and shareholding situations for the preceding three years;

(7) details of the liabilities of the company and its subsidiaries, such as loans taken out and loans granted, mortgages, debt guarantees,
etc.; (8) major contracts and explanations thereof;

(9) the company’s articles of association and relevant internal rules;

(10) plans for continued operation of the company to be taken over;

(11) plans for reorganization of the assets of the company to be taken over;

(12) plans for disposition of the staff of the company to be taken over;

(13) a revaluation of assets and explanation thereof; and

(14) other information required by the Authority in Charge.

   Article 57. A company to be taken over shall prepare and publish a public statement within 20 days following the publication of the agreement.
The contents of such public statement shall include:

(1) the state of affairs of the company;

(2) comments from the company’s board of directors on the takeover;

(3) detailed statements of the shares in the company taking over held by the directors and senior executive personnel of the company;

(4) the state of affairs of holding companies and their subsidiaries;

(5) the equity-debt and profit-loss situations of the company for the preceding three years;

(6) detail of loans taken out and loans granted, mortgages, debt guarantees and details of other debts of the company and its subsidiaries;

(7) material contracts and explanations thereof;

(8) detailed statements shall be made concerning directors and senior executive personnel who have a material interest in the acquiring
company; and

(9) other information required by the Authority in Charge.

   Article 58. No amendments may be made to an agreement after the twentieth day following its signing, with the exception of amendments permitted
by the Authority in Charge. An agreement shall automatically become void if not approved at a shareholders’ general meeting within
45 days.

   Article 59. All persons participating in the negotiation of an agreement and all relevant insiders must maintain an agreement and all relevant
insiders maintain confidentiality throughout the process of negotiation of or consultation concerning the entry into such agreement,
up through the date of publication of such agreement. Such individuals may not purchase shares in the company taking over during
the same period.

   Article 60. Relevant persons as described in the preceding Article who, following the publication of the agreement provided for in the preceding
Article, participate in the sale or purchase of shares of a party to the agreement must report the details of such transactions to
the Authority in Charge for reference.

   Article 61. If there is no proposal of total take-over in the provisions of an initial agreement, such agreement must be reported to the Authority
in Charge for approval of exemption.

   Article 62. In the case of take-over by means of the issue of new shares, the Authority in Charge may consider exempting the company taking over
from proposing a total take-over, provided that the following conditions are met:

(1) the independent shareholders have voted to approve it;

(2) no insider trading is carried on;

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