Laws of the People's Republic of China

Circular of China Securities Regulatory Commission about the Centralized Register and Custody of Non-overseas Listed Shares of Overseas Listed Companies

Zheng Jian Guo He Zi [2007] No.10

All overseas listed companies:

With a view to protecting the legitimate rights and interests of investors, intensifying the management of overseas listed companies, improving the management of stock rights relating to the non-overseas listed shares of overseas listed companies and ensure the orderly transfer of shares, we hereby render a circular in respect of the following matters about the centralized register and deposit of non-overseas shares of overseas listed companies:

1.

The present Circular applies to the centralized register and custody of non-overseas listed shares of overseas listed companies which have not publicly issued RMB common stocks within the territory of China. Where an overseas listed company has publicly issued RMB common stocks within the territory of China, the register and custody of its non-overseas listed companies shall be governed by the provisions on the register and deposit of RMB common stocks.

2.

The non-overseas listed shares of overseas listed companies shall be registered and be in the custody of China Securities Depository and Clearing Corporation Limited in a centralized manner. China Securities Depository and Clearing Corporation Limited shall process the matters about the centralized register and deposit of non-overseas listed shares of overseas listed companies according to its operation rules.

3.

Where an overseas listed company launches initial public offerings outside the territory of China, it shall register and place all its non-overseas listed shares in the custody of China Securities Depository and Clearing Corporation Limited and submit to this Commission a written report on the result of centralized register and custody of its non-overseas listed shares and as well as about the current listing of stocks within 15 working days after it gets listed outside the territory of China.

4.

A company listed outside the territory of China prior to the issuance of the present Notice shall complete the centralized register and custody of its non-overseas listed shares prior to June 30, 2007.

5.

The term "overseas listed company" as mentioned herein means domestic stock limited companies issuing overseas-listed foreign capital stocks. The term "non-overseas listed shares" as mentioned herein means domestic capital stocks, unlisted foreign capital stocks and other non-overseas listed shares of overseas companies.

6.

The present Circular shall enter into force as of the promulgation date.

Appendix: Detailed Rules of China Securities Depository and Clearing Corporation Limited about Register and Custody of Non-overseas Listed Shares of Overseas Listed Companies(Omitted)

China Securities Regulatory Commission

March 28, 2007