PROCEDURES ON THE ADMINISTRATION OF ISSUANCE AND TRANSFER OF ENTERPRISE BONDS

   Article 1 This set of procedures has been formulated in accordance with laws and administrative decrees such as the Company Law, the Guarantee
Law and Regulations on Administration of Enterprise Bonds with the aim of strengthening the administration and standardizing the
issuance and transfer of enterprise bonds to guard against financial risks and protect the lawful rights and interests of creditors.

   Article 2 Enterprise bonds (hereinafter referred to as the bonds) as cited in this set of procedures shall be negotiable securities issued
by enterprises in accordance with legal procedures and with the approval of PBOC with their principals and interests to be repaid
within an agreed time limit.

   Article 3 In issuing bonds, enterprises should provide guarantees and warranties, except those that have been approved by PBOC to be exempted
from such guarantees and warranties.

   Article 4 Bond subscribers should be responsible for the risks of cashing of the bonds by themselves, and are enpost_titled to the following rights:

(1) The right to acquiring interests, recovering principals in accordance with the agreed time limit, or the exercise of related creditor’s
rights in case the bonds cannot be cashed on time;

(2) Transfer, hypothecation and inheritance of the bonds; and

(3) Requesting information on performance and financial standing of the bond issuers with the bonds’ underwriters and issuers.

   Article 5 In issuing and transferring bonds, laws and administrative decrees and regulations should be abided by and the principles of openness,
voluntarism and honesty should be observed, while related information should be fully disclosed and investment risks for the bonds
revealed.

   Article 6 Enterprise legal persons within the boundaries of the People’s Republic of China should abide by this set of procedures when engaging
in the issuance and transfer of the bonds and related activities inside the People’s Republic of China.

PBOC shall be in charge of issuance and transfer of the bonds, and responsible for the implementation of this set of procedures.

   Article 7 The meanings of the following terms are:

Issuer-An enterprise legal person that has been approved by PBOC to issue bonds.

Underwriter-A securities company, trust and investment company or enterprise legal person of financial company under an enterprise
group recognized by PBOC as qualified to engage in underwriting of the bonds.

Guarantor-An enterprise legal person that provides guarantee and warranties to issuers in accordance with provisions of the Guarantee
Law.

Trustee-A central national debt registration and settlement limited liability company (hereinafter referred to as the central registration
company) that handles the overall registration and trust of bonds and their claims in books; and an underwriter that handles registration
of such bonds and their claims and secondary trust.

Subscriber-A legal person, other organization or natural person with civil capacities that subscribes for the bonds.

   Article 8 For an issuance of bonds, an enterprise should first of all go to PBOC for an examination and approval which shall be made in accordance
with the bond issuance plan approved by the State Council and handed down jointly by the State Planning Commission, PBOC, the Ministry
of Finance and the Securities Committee under the State Council. For a central enterprise the examination and approval for bond issuance
should be sought jointly from PBOC and the State Planning Commission and for a local enterprise in the related province, the corresponding
examination and approval should be sought jointly from the corresponding PBOC branch, autonomous region, or municipality directly
under the State Council and the planning commissions of the same administrative level.

Without approval, issuances of enterprise bond whether in a straight format or any disguised form are not allowed.

   Article 9 The principal underwriter of enterprise bonds should assist the issuer in submission of an issuance required under the Standard Format
for Submission for Application by Enterprises to Issue Bonds including bond issuance charters, legal opinionaires to PBOC.

   Article 10 The bond issuance charter should comprise the following contents:

(1) The name, residence, scope of business, legal representative, telephone number for contact, and postal code of the issuer;

(2) The document number and date of the approval document issued by PBOC for the issuance of bonds;

(3) The name, time limit and interest rate of the bonds;

(4) The face value, issuance price and total volume of issuance of the bonds;

(5) The targeted subscribers, the time limit and ways of issuance;

(6) The starting and ending dates of interest payment, the time limit and ways of repayment of principal and interest;

(7) The objectives, uses and profit forecast of the bonds issued;

(8) Operational risks, cashing risks and preventative measures;

(9) Financial statement of the latest quarter;

(10) Major financial data and indicators of the recent three years;

(11) The enterprise’s production and business operation and other basic information concerning business development in the recent
three years;

(12) Basic information about the guarantors (approved by PBOC to be exempted from guarantee should be clearly indicated); and

(13) Other contents as required by PBOC.

   Article 11 The bonds should be issued through commissioned underwriters. The issuer is not allowed to make deals of the bonds.

   Article 12 With the approval of PBOC, enterprise bonds can either be issued as real-name book-entry bonds or as bearer bonds.

   Article 13 For those issued as real-name book-entry bonds, the issuance should be put under graduated trust by the trustees and the vouchers
for registration and trust of bonds should be unifiedly printed by the central registration company. Prior to printing, the central
registration company shall send the format for the vouchers for registration and trust of bonds to PBOC for reexamination.

   Article 14 For those issued as bearer bonds in kind, the bonds should carry the following contents:

(1) The name and residence of the issuer;

(2) The name, face value, time limit and interest rate of the bonds;

(3) The bonds’ starting and ending dates of interest payment;

(4) The time limit and method of principal and interest repayment;

(5) The issuance date and serial number of the bond;

(6) The issuer’s seal and the legal representative’s seal and signature;

(7) The name and residence of the guarantor;

(8) The number and date of the approval documents issued by the examination and approval authorities; and

(9) The name of the printers of the bonds.

On the surface cover of the bearer bonds the following statement shall appear: “This bond is the only effective and legal proof attesting
to the ownership of creditor’s rights and no vouchers on commissioned storage of bonds are valid.” Bearer bonds should be printed
at printing units designated by PBOC.

The principal underwriter of the bonds should submit samples of the bonds to the PBOC prior to issuance for examination.

   Article 15 When PBOC approves the issuance of the bonds, the issuer should put the bonds into public within three months since the date of the
approval. Otherwise the original approval documents will automatically be annulled; if the enterprise still needs to issue bonds,
formalities should be started anew for examination and approval.

   Article 16 An issuer is not allowed to issue bonds for a second time under one of the following circumstances:

(1) The bonds for the previous issuance have not been fully subscribed;

(2) There have been and still are violations of contract or delayed payment of principals and interests for bonds previously issued
or other debts.

   Article 17 Before actual underwriting of bonds issued, a securities institution should first of all be verified by PBOC its qualification for
such underwriting and without such a verification by PBOC, or qualifications for underwriting having become invalid, except acting
as a sub-underwriter or underwriting on a commissioned basis a securities institution is not allowed to engage in the work of underwriting.

   Article 18 An underwriter should be responsible for:

(1) Underwriting the bonds issued;

(2) Counciling upon guarantee of bonds;

(3) Registration, secondary trust and transfer of ownership of book- entry bonds;

(4) Bonds dealing for subscribers;

(5) Counciling upon information release for issuers; and

(6) Claiming payment for subscribers when the issuer or the guarantors fail to fulfill their obligations.

   Article 19 For a securities institution to apply for underwriting of bonds, the following conditions should be met:

(1) The net assets of the institution should be no less than RMB100 million;

(2) The proportion of circulating capital in net assets of the institution should not be lower than 50%;

(3) The ratio of net assets to total liabilities of the institution should not be lower than 10%;

(4) The senior managing staff of the institution should be available with necessary knowledge of securities, finance and legal matters
and have not been involved in any major violations of law or regulations in the past two years. Two-thirds or more of them should
have worked in securities-related business for over three years or in finance business for over five years;

(5) The institution has professional personnel who are familiar with related business codes and operating procedures;

(6) The institution is equipped with sound internal risk control and financial management systems;

(7) The institution has not committed any major violations of law or regulations in the past one year; and

(8) Other conditions as required by PBOC.

   Article 20 The securities institution that takes the lead in organizing an underwriting body, or acts as the sole underwriter of the bonds is
in fact the principal underwriter.

A securities institution to become a principal underwriter for the issuance of enterprise bonds, should also meet the following conditions
besides those listed under Article 19:

(1) Its net assets should not be less than RMB500 million;

(2) The number of full-time staff members engaged in bond business should not be less than five. It should also have professional
personnel well equipped with accounting and legal knowledge;

(3) It should have participated in at least three issuances of bonds, or have been engaged in the underwriting of bonds for over three
years; and

(4) There are no such record in the past one year that less than 30% of total bonds issued were sold when the institutions acted as
the principal underwriter.

   Article 21 For a securities institution that meets the conditions as stated in Article 19 and Article 20 of this set of procedures to be qualified
as a bond underwriter, the following documents should be presented to PBOC:

(1) Application for qualification for engagement in the business of bond underwriting;

(2) Duplicate of Permit for Operation in Financial Business;

(3) Duplicate of Business License of Legal Entities (carbon copy);

(4) Articles of association of the institution;

(5) Exposition on its internal risk and financial management system;

(6) Testimonials on the verified net assets at the end of the last quarter of the current fiscal year as presented by a certified
public accounting firm with qualifications in securities-related business;

(7) Assets and liabilities statement, profit and loss statement, and statement on changes in financial standing at the end of the
previous year as audited by a certified public accounting firm with qualifications in securities-related business;

(8) Statements, reports, and explanations on the volume of underwriting and cashing of bonds as organized in the past one year;

(9) Resumes and duplicates of professional certificates of the legal representative, key persons in charge and main professional personnel;
and

(10) Other documents as required by PBOC.

   Article 22 PBOC shall examine the application document for qualification as bond underwriters. If qualified, the approved bond underwriters
will be publicized by PBOC, and the list of the underwriters will be published through the media.

Qualifications for engagement in bond underwriting for securities institutions will be valid for one year as of the date of the publication
of PBOC’s notice and become invalid automatically after one year.

   Article 23 PBOC shall conduct reexamination of the underwriters’ qualification once every year. Securities institutions already acquired underwriters’
qualifications that need to keep the qualifications for the engagement in the business of enterprise bonds underwriting should, within
one month before the expiration of their bond underwriting qualifications, submit items listed in sections 7, 8 and 9 of Article
21 and other documents required by PBOC to PBOC. Otherwise, their qualifications for bond underwriting shall be automatically annulled.

   Article 24 Underwriters should undertake the examinations and checkings of the authenticity, accuracy and integrity of the charters, notice
and other related documents about the issuance issued by the issuers.

   Article 25 When a public issuance of bonds with the total face value of exceeding RMB50 million, the underwriters concerned should form an underwriting
body, which is to compose of more than two underwriting institutions.

The principal underwriter should sign an underwriting agreement with other underwriters.

   Article 26 The principal underwriter should sign an agreement on underwriting with the issuer.

The agreement on underwriting should include the following contents:

(1) The names, residences and names of their legal representatives of the interested parties;

(2) Modes of underwriting;

(3) Categories of bond issuance (as bearer bonds or as book-entry bonds);

(4) The categories and value of bonds underwritten;

(5) The quotas of bond underwriting for each member of the underwriting body;

(6) The time limit of underwriting and the starting and ending dates;

(7) Dates and ways of money transfer for bond funds;

(8) Computation, methods and dates of payment of underwriting expenses;

(9) The responsibilities for cashing the bonds when due and the ways of cremation of the cashed bonds;

(10) Matters pertaining to guarantee of the bonds;

(11) Liabilities for breach of contract; and

(12) Other items as required by PBOC.

   Article 27 In underwriting issuance of enterprises bonds, can such forms as sales on a commission basis, exclusive sale of balance outstanding
or fully exclusive sale can be taken.

For underwriting through sales on a commission basis, the underwriter has not to shoulder any issuance risks but only to transfer
bond funds at agreed dates within the time limit of issuance to the issuer and return all bonds not sold to the issuer at the end
of issuance.

For bonds underwriting through exclusive sales of balance outstanding, the underwriter has to shoulder part of the issuance risks
and purchase all bonds not sold at the end of the time limit of issuance.

For bonds underwriting through fully exclusive sales, the underwriter has to shoulder all risks for the issuance and no matter the
condition of the bond sales should purchase all bonds within an agreed period following the public issuance of the bonds and at the
same time transfer all bond funds to the issuer.

   Article 28 For underwriting through fully exclusive sales, amount committed by an underwriter for an issuance should be limited in value as:

(1) For underwriters whose net assets was more than RMB100 million (including RMB100 million) and less than (but not including) RMB200
million at the end of the previous year, the sum of exclusive sales should not exceed RMB50 million;

(2) For underwriters whose net assets was more than RMB200 million (including RMB200 million) and less than (but not including) RMB50
billion at the end of the previous year, the sum of exclusive sales should not exceed RMB100 million;

(3) For underwriters whose net assets was more than RMB500 million (including RMB500 million) and less than (but not including) RMB1
billion at the end of the previous year, the sum of exclusive sales should not exceed RMB200 million;

(4) For underwriters whose net assets was more than RMB1 billion (including RMB1 billion) and less than (but not including) RMB1.5
billion at the end of the previous year, the sum of exclusive sales should not exceed RMB500 million; and

(5) For underwriters whose net assets was more than RMB1.5 billion (including RMB1.5 billion) at the end of the previous year, the
sum of exclusive sales should not exceed RMB1 billion.

   Article 29 PBOC, in reference to State’s related laws and regulations and this set of procedures, may indicate objective to the underwriting
of certain issuance of bonds by the underwriters that are involved in infringements of regulations.

   Article 30 A securities institution is not allowed to underwrite more than five (including five) issuances of bonds at the same time.

“At the same time” in the previous paragraph refers to coincidence or overlapping of the underwriting periods as stipulated under
the underwriting agreements signed with different issuers.

   Article 31 Central bonds and local bonds of Grade A or higher creditability can be issued all around the country.

For local bonds issued across the provinces, autonomous regions and municipalities directly under the central government, the issuer
should timely report the condition of bond underwriting to the branch offices of PBOC where the bonds are issued for the record.

No localities or units are eligible to restrict the issuance of bonds that originate from other places but conform to conditions set
in this set of procedures. No localities or units are eligible to restrict the underwriting of local bonds by securities institutions
of other places that are qualified for bond underwriting.

   Article 32 The underwriting commission for underwriters should be computed on the basis of the total face value of bonds issued and collected
at the excess regressive rates. The specific standards are as follows:

Underwriting value Fee standards

Portions not exceeding 1.5%-3% 1.5%-2% RMB100 million Portions exceeding RMB100 1.5%-2% 1.2%-1.5% million but under RMB500 million
Portions exceeding RMB500 1.2%-1.5% 0.8%-1.2% million but under RMB1 billion Portions exceeding RMB1 0.8%-1.5% 0.5%-1.2% billion

   Article 33 When necessary an issuer may sell bonds in instalments. When filing application for such sales, the issuer should clearly indicate
the time of the instalment and volume of sales during each instalment. When changes in the mode and conditions of bond issuance occur,
the issuer should submit the issuance plan to PBOC for approval before the undertaking of the sales of each instalment.

The time limit of underwriting for each instalment of bonds should be no less than 10 days and no more than 60 days.

   Article 34 The issuer should, within 10 work days of the end of each issuance, provide verification certifying the bond funds are really in
place and final reports on underwriting expenses to the principal underwriter.

The principal underwriter should, within 15 work days of the end of each underwriting, submit to PBOC verification reports certifying
the bond funds are really in place, and reports on the work of underwriting, which should explain in detail the implementation of
the agreements on underwriting and on the underwriting body, as well as the final figures of underwriting expenses.

   Article 35 The branches of the PBOC at various levels should establish and perfect the statistical and reporting systems of enterprise bonds,
do a good job in the statistical analysis of enterprise bonds and, in accordance with regulations, provide various statistical reports
and analytical reports in time to reflect the problems existing in the enterprise bond market and conduct supervision and inspection
on the enterprises’ issuance of bonds and use of funds so raised.

   Article 36 Prior to the issuance of bonds, the issuer should provide guarantee and warranties, except that having been approved by PBOC for
exemption. Only when the work concerning guarantees has been approved by PBOC can the bond issuance be started.

   Article 37 The guarantor concerned should, in accordance with the provisions of the Guarantee Law, provide written letter of guarantee to bond
subscribers.

The guarantor may request the issuer to provide object of pledge or hypothecation for counter guarantee.

   Article 38 The principal underwriter should assist the issuer and the guarantor to handle matters pertaining to the guarantee and counter guarantee
of bonds.

   Article 39 The guarantor should be a legal entity that conforms to the provisions of the Guarantee Law and meets the following conditions:

(1) Its net assets should be no less than the principal and interest of the bonds to be issued by the guaranteed party;

(2) It enjoys profits in the past three consecutive years and commands excellent prospects in business;

(3) It is not involved in such affairs as restructuring and dissolution or in major litigation cases; and

(4) Other conditions as required by PBOC.

Announcement should be made in time when a guarantor should lose its capacity to guarantee as a result of dissolution, bankruptcy
or being canceled according to law.

   Article 40 The guarantor may charge guarantee fee on the guaranteed issuer under an amount agreed upon by both sides of the interested parties.

   Article 41 The letter of guarantee should include the following contents:

(1) The varieties and value of bonds being guaranteed;

(2) The time when the bonds mature;

(3) Way of guarantee;

(4) The scope of guarantee and warranties;

(5) The time limit of guarantee; and

(6) Other contents as required by PBOC.

A guarantor should adopt the mode of joint liability for guarantee with the scope of the guarantee comprising principal and interest
of the bonds, contractual fine, damage awards and expense for recovery of debts and time limit for the guarantee being two years
since the date of the bonds’ maturity.

   Article 42 Whereas a guarantor requests the issuer to provide objects as pledge (hypothecation) for counter guarantee, the guarantor and the
pledger (hypothecation) should sign an agreement on assets pledge (hypothecation) and go through corresponding registration formalities
in accordance with the Guarantee Law and other related regulations.

   Article 43 Change of guarantor(s) by an issuer should first of all acquire approval from PBOC.

After the change, the subscribers should accept the guarantee(s) provided by the new guarantor(s) as approved by PBOC.

   Article 44 A trustee shall be the registrant official of the creditor’s rights of book-entry bonds to be responsible for the management of creditor’s
rights, the custody of legal rights and commissioned cashing of bonds after bond issuance and provision of related information services
to subscribers.

   Article 45 Separated levels management shall be instituted for the registration and trust of book-entry bonds with the central registration
companies to assume the general registration office and trustee to directly handle the registration and trust of bonds subscribed
by financial securities institutions and funds; and the underwriters to assume branch registration offices and secondary trustees
to handle the registration and trust of bonds subscribed by other institutions and individuals.

Trutees at various levels are responsible for the authenticity and accuracy of the creditor’s rights for their own clients.

The central registration companies shall maintain supervision on the business operations of various secondary trustees.

   Article 46 A central registration company shall open self-operated bond accounts and secondary trustee general accounts for underwriters to
respectively record the total bonds held by the underwriters themselves and those held by secondary trustee clients and also be responsible
for the unified printing of the triplicate form of bond registration and trust vouchers (including primary and secondary vouchers)
for use in issuance, registration and trust business.

   Article 47 When issuing bonds, the underwriters shall present bond registration and trust vouchers for the subscribers.

Whereas the subscribers are securities institutions or funds, the primary vouchers shall be presented together with the vouchers’
registration slips and then handed over to the central registration company to register, verify and confirm creditor’s rights for
the subscribers and whereas the subscribers are other institutions or individuals, the underwriters should directly register creditor’s
rights, and present the secondary vouchers to them. Meanwhile, the vouchers’s audit slips shall be gathered and handed over to the
headquarters of the underwriter for an inspection by the latter of the standard of the distributed sales of the bonds. The central
registration company has the right to exercise supervision over the process.

The underwriters should submit to the central registration company reports certifying total sum of the underwriter’s bonds trusted
for the registration of the total sum of the underwriters’ bonds trusted under the various underwriters’ secondary trust general
accounts.

Excess or void vouchers should be handed over to the central registration company or the principal underwriter.

   Article 48 After an issuance of the bonds, only after certification by the central registration company and the issuer of the registered total
sum of bonds, the sum of funds actually received, and their consistency, can the creditor’s rights really come into force and then
the central registration company shall present letter of confirmation of creditor’s rights to the issuer.

   Article 49 The issuer should pay registration and trust fee, at the amount of 0.05% of total sum of bonds issued, to the trustee on a lump-
sum basis; this fee shall be collected on a commission basis by the underwriters, and be distributed reasonably among the various
trustees.

   Article 50 After an issuance of bonds, if the subscribers need to deal with the bonds at the stock exchanges, a transfer of trust should be
made in accordance with the related regulations of the central registration company and the stock exchanges. Meanwhile, the central
registration company should establish secondary trust general account for the securities registration companies of the stock exchanges.

   Article 51 For enterprise bonds issued publicly in the society, before the maturity and cashing of bonds, a notice on the methods of cashing
should be announced by the issuer of commissioned cashing institutions through radio, TV, newspapers and other mass media to investors
15 days before the date of cashing with the following main contents:

(1) The names of the issuer and the bonds to be cashed;

(2) The name and residence of the commissioned cashing institution;

(3) The starting and ending dates of the bond cashing;

(4) Settlement of bonds cashed after the designated time;

(5) The publishing unit and its seal of the notice on methods of cashing; and

(6) Other items that need to be publicized.

   Article 52 Three days before the bond’s due, an issuer of book-entry bonds should transfer funds for bond cashing to the accounts designated
by the central registration company and an issuer of bearer bonds should transfer funds for bond cashing to the accounts of the principal
underwriter. If the issuer fails to fulfil a debtor’s obligations, the principal underwriter should notify the guarantor to fulfil
the obligations as pledged in the letter of guarantee and pay the debts; if the guarantor also fails to fulfil corresponding obligation
of paying the debts, the principal underwriter should act on behalf of the subscribers to seek compensations from the issuer or guarantor
concerned.

Risks of direct or indirect losses of incapable of cashing the bonds due in turn should be bore by the subscribers themselves.

   Article 53 For bonds having been transferred to the trust of stock exchanges, their transfer and change of names should be handled in accordance
with related business regulations of the stock exchanges; for those not yet do so or not be listed in the stock exchanges, their
transfer and change of names should be handled in accordance with Article 54 and Article 55 of this set of procedures.

   Article 54 Bearer bonds are transferred at counters of the securities institutions designated by the local office of PBOC and institutions concerned
should submit reports on a monthly basis on the transfer of bonds to the local office of PBOC, and timely make known the problems
arising in the transfer of bonds.

The securities institutions which are to handle the transfer of bond should have sufficient means to distinguish the counterfeit bonds.
They are not allowed to keep the bonds on a commission basis, nor to make or offer commissioned bond storage vouchers in any form
by themselves.

In handling the business of bond transfers, securities institutions should deal with counterfeit bonds, if any, in the following ways
according to different circumstances:

(1) Whereas securities institutions recognize counterfeit bonds in the process of purchase, the counterfeit bonds concerned should
be confiscated and posted with cancellation marks;

(2) Whereas the securities institutions discover counterfeit bonds among th

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