Aluminum of China : RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS

Important Note: The following is an English translation of the Chinese version of the Rule of Procedures for the Board of Directors of Aluminum Corporation of China Limited ( 中 國 鋁 業 股 份 有 限 公 司 董 事 會 議 事 規 則). In case of any discrepancies or inconsistencies, the Chinese version shall always prevail.

ALUMINUM CORPORATION OF CHINA LIMITED

RULES OF PROCEDURES FOR THE BOARD OF DIRECTORS

	CHAPTER I GENERAL PROVISIONS
Article 1	These rules are hereby formulated in accordance with laws and
	regulations such as the Company Law of the People's Republic of
	China, Securities Law of People's Republic of China, Mandatory
	Provisions of Articles of Association of Companies Listed
	Overseas, CSRC Guidelines for Articles of Association of Chinese
	Listed Companies, Code of Corporate Governance for Listed
	Companies in China , the listing rules of shares or securities of the
	stock exchanges where the Company's share is listed (including
	the Shanghai Stock Exchange, The Stock Exchange of Hong
	Kong Limited and the New York Stock Exchange) (hereafter
	as "Relevant Listing Rules"), and Articles of Association of
	Aluminum Corporation of China Limited (hereinafter referred to as
	the "Articles of Association"), with the purpose of improving the
	corporate governance structure of Aluminum Corporation of China
	Limited (hereinafter referred to as the "Company"), ensuring
	that the Board of Directors can make the effective demonstration,
	scientific and prudent decisions, and standardizing the working
	procedures of the Board of Directors.
Article 2	The Board of Directors is the standing power authority and the
	business decision-making body. The Board of Directors shall be
	responsible for and report to the Shareholders' General Meeting.
Article 3	The Board of Directors of the Company shall be subject to the
	supervision of the Board of Supervisors and all shareholders.

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	CHAPTER II DIRECTORS
Article 4	The Board of Directors shall be composed of 9 directors. The
	outside directors (herein meaning those directors who do not
	hold office in the Company) shall represent more than 50 percent
	of the members of the Board of Directors; the independent
	directors (herein meaning those directors who are independent
	to the shareholders and do not hold office in the Company)
	shall represent one third or more of the members of the Board
	of Directors. A director can be engaged as the part-time senior
	management staff of the Company; however, the number of the
	directors serving as the part-time senior management staff shall
	not exceed one half of the Company's total number of directors.
Article 5	The Board of Directors shall include one chairman and one vice
	chairman, who shall be elected and removed by more than half
	of all the directors. The Chairman of the Board and the Vice
	Chairman of the Board shall serve terms of three years and may
	serve consecutive terms if reelected.
Article 6	The chairman of its Board of Directors shall be the legal
	representative of the Company.
Article 7	The directors of the Company shall be natural persons. Directors
	need not hold shares of the Company.
Article 8	Directors shall be elected or changed by the Shareholders' General
	Meeting. At the expiration of their terms, directors may continue
	to serve as such if reelected, but independent directors may not
	serve more than six years in succession. A director may not be
	removed by the Shareholders' General Meeting without cause
	before the expiration of his or her term.
Article 9	The tenure of directors shall be calculated from the date when
	the resolution of the Shareholders' General Meeting is adopted
	to the date when the new Board of Directors is elected by the
	Shareholders' General Meeting.
Article 10	Directors shall possess the following qualifications:
	(1) bachelor degree or above;

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	(2)	relatively high professional level, relatively comprehensive
		and abundant operational experience and business
		management capabilities;
	(3)	be familiar with the governance of listed companies and
		understand the operating mechanism of the listed companies;
	(4)	relatively strong communication and coordination skills.
Article 11	None of the following persons may serve as a director of the
	Company:
	(1)	persons without capacity or with limited capacity for civil
		acts;
	(2)	persons who were sentenced to criminal punishment for the
		crime of corruption, bribery, misappropriation of property
		or diversion of property or for disrupting the order of the
		socialist market economy, where not more than five years
		have elapsed since the expiration of the period of punishment;
		or persons who were deprived of their political rights for
		committing a crime, where not more than five years have
		elapsed since the expiration of the period of deprivation;
	(3)	persons who served as directors, or factory directors or
		managers, who bear personal liability for the bankruptcy
		liquidation of their companies or enterprises, where not more
		than three years have elapsed since the date of completion of
		the bankruptcy liquidation;
	(4)	persons who served as the legal representatives of companies
		or enterprises that had their business licenses revoked for
		breaking the law, where such representatives bear individual
		liability therefor and not more than three years have elapsed
		since the date of revocation of the business license;
	(5)	persons with comparatively large debts that have fallen due
		but have not been settled;
	(6)	persons whose cases have been placed on the docket and are
		being investigated by the judicial authorities because they
		violated the criminal law, and such cases are still pending;

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	(7)	national civil servants and the public institutions' staff that
		are subject to the similar management of the national civil
		servants;
	(8)	persons who may not serve as leaders of enterprises by virtue
		of laws or administrative regulations and rules;
	(9)	persons ruled by a competent authority to have violated
		securities-related regulations, where such violation involved
		fraudulent or dishonest acts and not more than five years
		have elapsed since the date of the ruling;
	(10)	persons who are determined to be banned from entering the
		securities market by the State Council authorities in charge
		of securities and whose bans have not been lifted;
	(11)	any circumstance under which a person may not hold the
		position of director specified in the laws, administrative
		regulations and rules, as well as these Articles of Association.
Article 12	Directors shall fulfill the duty of loyalty to the Company and
	comply with the laws, administrative regulations and rules, as
	well as these Articles of Association of the Company, and shall
	faithfully perform their duties based on and maintain the interests
	of the Company. Directors shall not damage the interests of the
	Company for the sake of the interests of the actual controller,
	shareholders and employees of the listed companies, him or
	her self, or other third parties. Where their own interests are in
	contradiction with the interests of the shareholders, then their
	action principle shall be the maximum benefit of the Company and
	the shareholders. Directors shall:
	(1)	exercise powers within the scope of their functions and
		powers and not to exceed such powers;
	(2)	not conclude a contract or enter into a transaction or
		arrangement with the Company except as otherwise provided
		in these Articles of Association or with the informed consent
		of the Shareholders' General Meeting;
	(3)	not take advantage of insider information to seek personal
		gains or the interests for other individuals;

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1. not operate on their own, or operate for others, the same category of business as the Company they are serving, or to engage in activities which damage the interests of the Company;
2. not use his or her functions and powers as a means to accept bribes or other forms of illegal income, and not to illegally appropriate Company property in any way, including but not limited to any opportunities that are advantageous to the Company;
3. not divert Company funds;
4. not take advantage of their functions and powers to seek commercial opportunities for themselves or other individuals which should belong to the Company;
5. not accept commissions in connection with Company transactions without the informed consent of the Shareholders' General Meeting;
6. not deposit Company funds in their own personal accounts or in the personal accounts of other individuals;
7. not lend Company funds to others, and not use Company property as security for the debts of Company's shareholders or other individuals without the consent of the Shareholders' General Meeting or the Board of Directors;
8. without the informed consent of the Shareholders' General Meeting, not disclose confidential information which is material or share-price sensitive relating to the Company that was acquired by him or her during his or her tenure; and not use such information except in the furtherance of the interests of the Company; however, such information may be disclosed to a court or other competent government authorities if:
9. 1. provided for by law;
   2. required in the public interest;
   3. required in the personal legitimate interest of such director.

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	(12)	fulfill other obligations imposed by laws, administrative
		regulations and rules, as well as these Articles of Association.
Article 13	Directors shall actively fulfill their obligation of diligence,
	consider the judgments made by people of the equal status under
	the similar circumstances on the basis of the Company's best
	interests, make prudent decisions about the interests and risks of
	the matters to be decided of the listed companies and shall not be
	released from such liability by the reason that they are not familiar
	with the Company's business or do not understand the related
	matters, so as to confirm:
	(1)	that the commercial activities of the Company are in
		accordance with laws, administrative regulations and the
		requirements of various national economic policies;
	(2)	that all shareholders are treated equally;
	(3)	that they read the various commercial and financial reports of
		listed companies carefully so as to find out the business and
		operations of the Company in a timely manner;
	(4)	that they exercise the management and decision rights
		entrusted by the Company to them in person and not let them
		be handled by others; that they do not transfer the disposition
		of these rights to others without the permission of laws
		and administrative rules and Articles of Association or the
		informed resolutions of the Shareholders' General Meeting;
	(5)	that they accept the legitimate supervision and reasonable
		recommendations of the Supervisory Board on their
		performance of duties.
Article 14	No director may act on behalf of the Company or the Board
	of Directors in his or her own name unless these Articles of
	Association specify that he or she may do so or he or she is

lawfully authorized to do so by the Board of Directors. When a director acts on his/her own behalf and a third party reasonably considers such director is acting on behalf of the Company or the Board of Directors, such director shall declare in advance his/her position and capacity.

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Article 15	Directors shall ensure enough time and energy to participate in the
	affairs of listed companies, fulfill their duties and make careful
	judgments and decisions for the matters submitted to the Board of
	Directors for deliberation. If a director fails to personally attend
	more than one third of the meetings of the Board of Directors in
	the current year, the Board of Supervisors shall review his or her
	performance of duties and make resolution and announcement
	about his or her diligence. If a director fails to personally attend
	more than 50 percent of the meetings of the Board of Directors in
	the current year without any reasonable ground such as disease,
	working or studying abroad, or if a director fails to personally
	attend a meeting of the Board of Directors and to appoint another
	director to attend the meetings on his or her behalf on two
	consecutive occasions, he or she shall be deemed as unable to
	perform duties and the Board of Directors shall propose to the
	Shareholders' General Meeting that he or she be replaced.
Article 16	Directors shall attend the meetings of the Board of Directors with
	the serious and responsible attitude, and express the clear opinions
	on the matters under discussion. A director shall attend the Board
	meetings and make decisions personally in principle. If he or she
	is unable to attend a meeting in person, he or she may appoint in
	writing another director to attend the meetings and vote on his
	or her behalf; the principal shall independently assume the legal
	responsibilities. Any director shall not be appointed as the proxy
	to attend the same board meeting by more than two directors.
	When examining and discussing a related transaction, the non-
	associated directors shall not appoint the associated directors to
	attend the meetings on behalf of them; the independent directors
	shall not appoint the non-independent directors to attend the
	meetings on behalf of them.
	If a director fails to personally attend a meeting of the Board of
	Directors and to appoint another director to attend the meetings
	on his or her behalf on two consecutive occasions, he or she shall
	be deemed unable to perform his or her duties and the Board of
	Directors shall propose to the Shareholders' General Meeting that
	he or she be replaced.
	The director attending the meeting on behalf of the absent director
	shall exercise the director's right to the extent authorized. If a
	director fails to attend a meeting of the Board of Directors and has
	not appointed a proxy to attend the meeting on his or her behalf,
	he or she shall be deemed to have waived his or her right to vote
	at such meeting.

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	The reasonable expenses incurred by the directors who attend
	meetings of the board shall be borne by the Company. These
	expenses include the traffic expenses covering the distance
	between the place where a director is located and the place where
	a meeting is held (in the event that these two places are not the
	same) and the fees of room and board during the term of the
	meeting. The rent of the place of the meeting and the local traffic
	expenses shall also be borne by the Company.
Article 17	Directors may tender their resignations before the expiration of
	their term of office. To resign, a director shall submit a written
	resignation to the Board of Directors and describe the reasons
	for his/her resignation in the written resignation. In case the
	reasons for the resignation are involved in illegal or non-standard
	operation, the related matters shall be specifically specified and
	reported to the Securities Exchange where the Company's stock is
	listed and other relevant regulatory bodies.
Article 18	If the resignation of a director causes the number of occupied seats
	on the Board of Directors to fall below the statutory minimum, his
	or her written resignation shall enter into effect only upon the new
	director taking up the vacancy left by his or her resignation. The
	remaining directors shall convene an extraordinary Shareholders'
	General Meeting as soon as possible to elect a director to fill
	the vacancy left by the resignation of the director. Until the
	Shareholders' General Meeting has passed a resolution on electing
	a director, the powers of the resigning director and the remaining
	directors shall be subject to reasonable restrictions.
	If the resignation of an independent director causes the number
	of independent directors or the number of occupied seats on
	the Board of Directors to fall below the statutory minimum
	or the minimum required by the Articles of Association, the
	incumbent director shall continue to perform his or her duties as
	an independent director in accordance with laws, administrative
	regulations and these Articles of Association until the incoming
	director assumes his or her position. The Board of Directors shall
	convene a Shareholders' General Meeting within two months to
	re-elect the independent directors; if the Board of Directors fails
	to convene a shareholders' general meeting, the independent
	directors may not perform their duties.

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	Except in the circumstance specified in the preceding paragraphs,
	a director's resignation shall be effective upon his written
	resignation being served on the Board of Directors.
Article 19	If a director tenders his or her resignations or his or her term
	of office expires, the fiduciary obligation of the Company's
	directors do not necessarily cease under the circumstances that
	the resignation report has not become effect or it is within the
	appropriate period after the report came into force or after the
	termination of their tenure.
Article 20	If a director violates laws, administrative regulations, department
	rules or the Articles of Association when performing his/her duties
	in the Company, such director shall indemnify the Company
	against losses incurred by the Company due to such violation.
Article 21	Directors shall comply with relevant laws, administrative
	regulations and the Articles of Association and strictly comply
	with the public commitments they have made.
Article 22	Directors shall actively participate in relevant trainings, in order to
	understand the rights, obligations and responsibilities as a director,
	get familiar with relevant laws and administrative regulations, and
	master relevant knowledge required as a director.
Article 23	If a resolution of the Board of Directors is in violation of laws,
	administrative regulations or these Articles of Association, thereby
	causing the Company to sustain a loss, the directors who took
	part in the resolution shall be liable to the Company for damages.
	However, if a director is proved to have expressed his opposition
	to and voted against such resolution when it was put to the vote,
	and such opposition is recorded in the minutes of the meeting,
	such director may be released from such liability.
Article 24	The Company shall provide ongoing training for directors,
	enabling the directors understand, master and get familiar with
	the laws, administrative regulations and relevant regulatory rules
	applicable to the corporate supervision and governance.

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CHAPTER III SELECTION AND APPOINTMENT OF NON-INDEPENDENT

DIRECTORS

Article 25	The Company shall establish the standardized and transparent
	directors' selection and appointment procedures, in order to ensure
	that the selection and appointment are open, fair, impartial and
	independent.
	The list of candidates for directors shall be submitted as a
	motion to the Shareholders' General Meeting. The candidates for
	non-independent directors shall be nominated by the Board of
	Directors, the Board of Supervisors and a shareholder alone or
	shareholders together holding at least 3 percent of the Company's
	shares, and shall be elected by the Shareholders' General Meeting
	of the Company.
	In case the Company's controlling shareholders' shareholding
	percentage is more than 30 percent, the cumulative voting system
	may be implemented for the election of directors and supervisors
	at a Shareholders' General Meeting, namely when more than
	two directors or supervisors shall be elected at the Shareholders'
	General Meeting, each share held by the shareholder who
	participates in the voting carries a number of voting rights
	equivalent to the number of directors or supervisors to be elected,
	and a shareholder may cluster or disperse his or her voting rights.
	The outside directors shall have sufficient time and the necessary
	knowledge and ability to perform their duties. The Company must
	provide necessary information to outside directors for performing
	their duties. Among them, the independent directors may directly
	report to the Shareholders' General Meeting, the China Securities
	Regulatory Commission (CSRC) and other relevant departments.
Article 26	The candidates for directors shall not only comply with the
	relevant provisions of the Company Law, but also meet the
	following requirements:
	(1) having not been subject to any administrative penalty by
	China Securities Regulatory Commission during the most
	recent three years;
	(2) having not been subject to the decry in public or more than
	two times of notice of criticism by the stock exchange during
	the most recent three years;

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	(3) having not been during the period that is publicly identified as
	not suitable to serve as directors of listed companies by the
	stock exchange.
	The above periods shall be calculated from the date on which the
	Shareholders' General Meeting for selecting and appointing the
	directors is held.
Article 27	The following procedures shall be followed for selecting the non-
	independent directors:
	(1) The consent of the nominee shall be obtained before the
	nominator nominates him or her for the position of non-
	independent director; the nominator(s) shall be fully aware
	of the basic information of the nominee, including but not
	limited to his or her occupation, educational background,
	title, career details, listed companies once served, all of
	his or her concurrent positions, etc., and shall be liable to
	provide such written materials to the Shareholders' General
	Meeting. The candidate shall make a written commitment to
	the Company, agree to accept the nomination, promise that
	the publicly disclosed information about candidates is true
	and complete, and guarantee that they will earnestly perform
	their duties if being selected.
	(2) The candidates for directors shall answer the shareholders'
	questions at the Shareholders' General Meeting discussing
	the election and appointment matters, comprehensively
	disclose whether themselves and their close relatives are
	involved in or conflicted with the interests of the Company,
	make commitment to fulfill their duties and submit
	"Directors' Declaration and Undertaking" or other similar
	documents to the Stock Exchange after they are appointed.
	(3) If the candidate for the non - independent director is
	nominated before the board meeting is convened, if otherwise
	provided in accordance with provisions in the applicable laws
	and regulations and/or the Listing Rules or other securities
	laws and administrative regulations, the written materials
	of the nominee described in item (1) of this Article shall
	be announced together with the resolution of the Board of
	Directors in accordance with such provisions.

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1. If a shareholder or the Board of Supervisors, who is consistent with the conditions stipulated in the Articles of Association, put(s) forth an extempore motion for the election of a non-independent director to the Shareholders' General Meeting, the written notice of the intention to nominate a candidate for the position of non-independent director and of the nominee indicating his or her willingness to accept the nomination as well as relevant written materials on the nominee as mentioned in above in item (1) of this Article shall be delivered to the Company to enable it having enough time to deliver the relevant notice and materials to shareholders in at least 14 days before the date of the Shareholders' General Meeting.

Article 28	An employment contract shall be signed between the Company
	and the directors, specifying the rights and obligations of the
	Company and the directors, the term of office of directors, the
	responsibilities to be assumed by directors for violating the
	laws, administrative regulations and Articles of Association, the
	compensation to be made because of the early termination of
	contract by the Company.
	CHAPTER IV INDEPENDENT DIRECTORS
Article 29	The Company's Board of Directors shall have the independent
	directors. The members of the Company's Board of Directors shall
	include one third or more independent directors, of which, one
	shall be served by the person with experience in accounting or
	financial management as required by the Listing Rules.
Article 30	A person holding the position of independent non-executive
	director shall satisfy the basic conditions set forth below:

1. having the qualifications to hold the position of director of the listed Company in accordance with laws and administrative regulations and rules;
2. having the independence required by relevant laws, administrative regulations and the Listing Rules;
3. having a basic knowledge of the operation of listed companies and being familiar with relevant laws, administrative rules, regulations and rules (including but not limited to applicable accounting standards);

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	(4)	having at least five years of experience in law, economics or
		other work experience required for performing the duties and
		responsibilities of an independent director;
	(5)	other conditions stipulated in these Articles of Association.
Article 31	The independent director must have the independence provided
	in the applicable laws, administrative regulations and rules,
	regulations or the Articles of Association and / or the relevant
	Listing Rules, the following persons may not serve as independent
	directors:
	(1)	persons holding a position in the Company or a subsidiary
		thereof and their lineal relatives and major social relations
		(the lineal relatives refer to the spouse, parents and children;
		the major social relations refer to the brothers and sisters,
		father-in-law and mother-in-law,daughter-in-law,son-in-law,
		the spouses of brothers and sisters, as well as the spouse's
		brothers and sisters);
	(2)	natural person shareholders who directly or indirectly hold
		at least 1 percent of the outstanding shares of the Company
		or who rank among the top ten shareholders of the Company,
		and their lineal relatives;
	(3)	persons who hold positions of senior management in
		entities that directly or indirectly hold at least 5 percent of
		the outstanding shares of the Company or that rank among
		the top five shareholders of the Company, and their lineal
		relatives;
	(4)	persons who, at any time during the immediately preceding
		period of one year, have fallen into any of the three
		categories listed above;
	(5)	persons who provide financial, legal, consultancy or other
		such services to the Company or its subsidiaries;
	(6)	other persons that the authorities in charge of securities
		specify may not serve as an independent non-executive
		director;
	(7)	other personnel stipulated in the Articles of Association.

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Article 32	The nomination, election and replacement of independent directors
	shall be carried out in accordance with the laws and norms:
	(1) The candidates for the Company's independent director shall
	be nominated by the Company's Board of Directors, Board
	of Supervisors and shareholders who alone or together hold
	at least 1 percent of the outstanding shares of the Company
	and shall be decided through election by the Shareholders'
	General Meeting;
	(2) The consent of the nominee shall be obtained before
	the nominator nominates him or her for the position of
	independent director; the nominator(s) shall be fully aware
	of such details of the nominee as his or her occupation,
	educational background, title, career details, all of his
	or her concurrent positions, etc. and provide the written
	documents about the above-mentioned information to the
	Shareholders' General Meeting. The candidates shall make
	a written commitment to the Company that they agree to
	accept the nomination and promise that the publicly disclosed
	information about candidates is true and complete, and to
	guarantee that they will earnestly perform their duties if
	being selected;
	(3) The nominator(s) shall express his/its/their opinions on
	the nominee's qualifications for holding the position
	of independent director and his or her independence; if
	otherwise provided in accordance with the applicable
	Listing Rules or other securities laws and regulations, the
	nominee shall make a public statement to the effect that
	no relationship exists between himself or herself and the
	Company that could affect his or her making independent and
	objective judgments;
	(4) If the candidate for the independent director is nominated
	before the board meeting is convened, if otherwise provided
	in accordance with provisions in the applicable laws and
	regulations and/or the Listing Rules or other securities
	laws and regulations, the written materials of the nominee
	described in item (1) and (2) of this Article shall be
	announced together with the resolution of the Board of
	Directors in accordance with such provisions;

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1. If a shareholder alone or shareholders together holding at least 3 percent of the voting rights in the Company or the Board of Supervisors put(s) forth an extempore motion for the election of an independent director, the written notice of the intention to nominate a candidate for the position of independent director and of the nominee indicating his or her willingness to accept the nomination as well as relevant written materials on the nominee as mentioned in above in item (1) and (2) of this Article shall be delivered to the Company to enable it having enough time to deliver the relevant notice and materials to shareholders in at least 14 days before the date of the Shareholders' General Meeting;
2. Prior to the holding of a Shareholders' General Meeting at which an independent director is to be elected, if otherwise provided in accordance with the applicable Listing Rules or other securities laws and regulations, the Company shall simultaneously submit the relevant materials on all the nominees to the State Council authorities in charge of securities, the State Council authorities in charge of securities where the Company is located and/or the agency of the CSRC and the stock exchange on which Company shares are listed. If the Board of Directors of the Company has objections concerning the relevant details of a nominee, the Company shall additionally submit the written opinion of the Board of Directors. The nominees against whom the CSRC has objections may not serve as candidates for independent non-executive director. At the time the Shareholders' General Meeting to elect an independent non-executive director is held, the Board of Directors of the Company shall elaborate on whether the CSRC had any objections against the candidates for the post of independent non-executive director;
3. The term of office of the independent directors is the same as that of other directors. At the expiration of their terms, independent directors may continue to serve as such if reelected, but they may not serve more than six years in succession;

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(8) If an independent director fails on three consecutive occasions to personally attend a meeting of the Board of Directors, the Board of Directors shall request that the Shareholders' General Meeting replace him or her. An independent director may not be removed without cause before the expiration of his or her term, unless any of the circumstance mentioned in the preceding paragraph or a circumstance, under which a person may not hold the position of director specified in the laws, administrative regulations and rules, as well as these Articles of Association, arises. If an independent director is removed before the expiration of his or her term, the Company shall disclose his or her removal as a matter for special disclosure. If the removed independent director is of the opinion that the Company's grounds for removing him or her are not justified, he or she may make a public statement

	to that effect;
	(9) Directors may tender their resignations before the expiration
	of their term of office. To resign, a director shall submit
	a written resignation to the Board of Directors. The
	independent director shall provide information on any
	circumstances related to his or her resignation or any
	circumstances to which he or she believes the attention of the
	Company and its creditors must be drawn. If the resignation
	of a director causes the number of occupied seats on the
	Board of Directors to fall below the statutory minimum, his
	or her written resignation shall enter into effect only upon
	the new director taking up the vacancy left by his or her
	resignation.
Article 33	The independent directors shall faithfully perform their fiduciary
	duties and duties of diligence to the Company and all shareholders.
	The independent directors shall, in accordance with relevant
	laws, administrative regulations and the Articles of Association,
	earnestly perform their duties, safeguard the overall interests of
	the Company and prevent the legitimate rights and interests of
	minority shareholders from being infringed. The independent
	directors shall independently perform their duties, without being
	affected by the Company's major shareholders, actual controller,
	or other units or individuals that have material interests in the
	Company.

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Article 34	In addition to the functions and powers granted to directors under
	the Company Law, other the laws, administrative regulations
	and rules, as well as these Articles of Association, independent
	directors shall have the following special functions and powers:
	(1)	the material connected transactions (as determined
		based on the criteria issued by the stock exchange or the
		competent regulator from time to time) shall be reviewed
		by the Board of Directors or the Shareholders' General
		Meeting in accordance with laws, regulations and/or the
		relevant Listing Rules; it shall be submitted to the Board of
		Directors for discussion after being approved by more than
		50 percent of the independent directors in accordance with
		such provisions. A resolution by the Board of Directors on
		a connected transaction shall enter into effect only once the
		independent non-executive directors have signed the same.
		Before rendering their judgment, independent non-executive
		directors may engage an intermediary organization to issue
		an independent financial consultant report for use as a basis
		for rendering their judgment;
	(2) proposing the engagement or dismissal of an accounting firm
		to the Board of Directors;
	(3)	proposing to the Board of Directors the calling of an

extraordinary Shareholders' General Meeting;

(4) proposing the calling of meetings of the Board of Directors;

(5) independently engaging external auditors and consultants;

(6) openly soliciting shareholders' voting rights before the holding of a Shareholders' General Meeting;

(7) directly reporting to the Shareholders' General Meeting, the China Securities Regulatory Commission and other relevant departments.

An independent director shall obtain the consent of at least half of the independent directors before exercising the aforementioned functions and powers in items (2), (3), (4), (6), and (7) and shall obtain the consent of all independent directors before exercising the aforementioned functions and powers in item (5).

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Article 35	In addition to performing the duties and responsibilities mentioned
	above, independent directors shall express their independent
	opinions to the Board of Directors or the Shareholders' General
	Meeting on the following matters:
	(1)	the nomination or removal of directors;
	(2)	the engagement or dismissal of senior management staff;
	(3)	the remuneration of the Company's directors and senior
		management staff;
	(4)	matters which may, in an independent non-executive
		director's opinion, harm the rights and interests of small and
		medium shareholders;
	(5)	major financial transactions that occur between the Company
		(including its subsidiaries) and the related parties (including
		the shareholders and associated companies), or the connected
		transactions to be reviewed and approved in accordance with
		relevant Listing Rules by the shareholders;
	(6)	the failure by the Board of Directors to prepare a plan for the
		distribution of profits in cash;
	(7)	other matters specified in the applicable laws and regulations,
		as well as these Articles of Association.
	Concerning the aforementioned matters, independent non-
	executive directors shall express one of the following opinions:
	consenting opinions; qualified opinions, and the reasons therefor;
	opposing opinions and the reasons therefor; disclaimer of opinion
	and the reasons therefor, and an explanation of the impediments.
Article 36	In order to ensure that the independent directors effectively
	exercise their powers, the Company shall provide the necessary
	conditions for the independent directors:

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1. The Company shall ensure that the independent directors enjoy the same right to know as other directors. As for any matters to be decided by the Company's Board of Directors, the Company must notify the independent directors in advance according to the statutory time and provide sufficient information; if the independent directors believe that the information is insufficient, they may request for supplementation;
2. The Company shall provide the working conditions necessary for the independent directors to perform their duties. The Secretary to the Company's Board of Directors shall actively provide assistance for the independent directors to perform their duties, such as briefing and providing materials. In case the independent advices, proposals and written instructions made by the independent directors shall be announced, the Secretary to the Company's Board of Directors shall promptly handle with the announcement matter;
3. When the independent directors exercise their powers, the Company's related personnel shall actively cooperate with them and shall not refuse, obstruct or conceal, or interfere with the independent exercise of powers;
4. The costs incurred by employing the intermediaries and exercising other powers shall be borne by the Company;
5. In case the independent directors must express their views about the connected transactions to be reviewed and approved by the Shareholders' General Meeting, the Company shall employ an independent financial adviser to issue the opinions of independent financial adviser as the basis for the opinions of the independent directors in accordance with relevant Listing Rules;
6. The Company shall give appropriate allowance to the independent directors. The allowance standard shall be decided by the Company's Board of Directors, adopted by the Shareholders' General Meeting through deliberation and disclosed in the Company's annual report. In addition to the above allowances, the independent directors shall not obtain other additional and undisclosed interests from the Company and its major shareholders or interested agencies and persons.

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CHAPTER V RESPONSIBILITIES OF THE COMPANY'S BOARD OF

DIRECTORS

Article 37	The Board of Directors shall be accountable to the Shareholders'
	General Meeting and exercise the following functions and powers:
	(1)	to convene Shareholders' General Meetings and to report on
		its work to the Shareholders' General Meeting;
	(2)	to implement the resolutions of the Shareholders' General
		Meeting;
	(3)	to decide on the business plans and investment plans of the
		Company;
	(4)	to formulate the annual financial budgets and final accounts
		of the Company;
	(5)	to determine the Company's annual loan financing plan;
	(6)	to formulate the profit distribution plans and plans for
		making up losses of the Company;
	(7)	to formulate plans for the Company's debt and financial
		policies, the increase or reduction of the registered capital of
		the Company and plans for the issue of corporate bonds and
		other securities;
	(8)	to draft plans for major acquisitions or disposals of the
		Company, as well as the merger, division or dissolution of
		the Company;
	(9)	to make decision on the security not subject to the approval
		of the Shareholders' General Meeting, in accordance with
		the laws, the administrative regulations and rules, as well as
		these articles of association;
	(10)	to decide on such matters as the Company's investments in
		third parties, purchase and sale of assets, asset mortgages,
		entrustment of financial services, connected transactions,
		etc., to the extent authorized by the Shareholders' General
		Meeting;
	(11)	to decide on the establishment of the Company's internal
		management organization;

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1. to engage or dismiss the Company's Manager; to engage or dismiss such senior management staff as the Senior Deputy Manager, the Deputy Manager, the Chief Accountant, as proposed by the Manager; to engage or dismiss the Secretary to the Board and decide on matters relating to their remuneration;
2. to decide on the establishment of the Company's branches' organization;
3. to formulate amendments to these Articles of Association;
4. to formulate the basic management systems of the Company;
5. to formulate share incentive schemes;
6. to make decision on the Company's other major affairs and administrative affairs and other important agreements signed, except for the matters to be considered at the Shareholders' General Meeting in accordance with the provisions of the Company Law and these Articles of Association;
7. to make decision on the matters in relation to buyback of shares of the Company under the circumstances set forth in items (5) and (6) of the Article 30;
8. other functions and powers provided for in these Articles of Association or granted by the Shareholders' General Meeting.

Resolutions by the Board of Directors on the matters referred to in the preceding paragraph shall, unless otherwise provided in laws or these Articles of Association, be passed by the affirmative vote of more than one half of all of the directors with the exception of resolutions on the matters referred to in items (7), (8), (9), (14),

1. and (18) which shall require the affirmative vote of at least two-thirds of all of the directors for adoption.

- 21 -

	If a director has a connected relationship with an enterprise
	involved in a matter on which a resolution is to be made at a
	meeting of the Board of Directors, he or she may not exercise his
	or her right to vote regarding such resolution, nor may he or she
	exercise the voting right of another director as such director's
	proxy thereon. Such a Board meeting may be held only if more
	than one half of the directors without a connected relationship are
	present, and the resolutions made at such a Board meeting shall
	require adoption by more than one half of the directors without
	a connected relationship. As for the aforementioned matters
	which require the affirmative votes of more than two-thirds of
	the directors, shall be voted for and passed by more than two-
	thirds of the directors without a connected relationship. If the
	Board meeting is attended by less than three directors without
	a connected relationship, the matter shall be submitted to the
	Shareholders' General Meeting for consideration.
	A resolution by the Board of Directors on a connected transaction
	shall come into effect only once the independent (non-executive)
	directors have signed the same.
	The Company shall formulate the rules for chief legal adviser,
	under which the chief legal adviser shall present and give legal
	opinions at the meeting of the Board of Directors whenever legal
	issue is involved in proposals for consideration and approval
	thereat.
Article 38	Before making decision on significant matters of the Company,
	the Board of Directors shall seek advice of the Party Committee.
Article 39	With the authorization made by the Board of Directors, the
	Chairman of the Board may exercise part of functions and powers
	of the Board when the board is not in session. The content of the
	authorization made by the Board of Directors shall be clear and
	specific.
Article 40	The Company's Board of Directors shall review and approve the
	following transactions:
	(1) the investment (including venture capital) or the acquisition
	valued at less than 25 percent of the Company's audited total
	assets (or total market value) as at the most recent period;
	(2) any testing carried out in accordance with the relevant assets
	ratio, revenue ratio, profitability ratio, consideration ratio and
	equity ratio; the sold project whose any testing ratio is less
	than 25%;

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1. any testing carried out in accordance with the assets ratio, revenue ratio, consideration ratio and equity ratio stipulated in the Listing Rules; the connected transactions whose any ratio is less than 5%;
2. the sum of the expected value of the fixed assets proposed to be disposed and the value obtained from the fixed assets that have been disposed four months in advance shall not exceed 33% of the value of fixed assets shown in the audited balance sheet as at the most recent period.

In case certain transaction is one of the above item (1) to item

1. resulting in the purchase and/or sale by the Company within one year of material assets valued at more than 25 percent of the Company's audited total assets as at the most recent period, such transaction shall be submitted to the Shareholders' General Meeting for deliberation and approval.

Article 41	In case the market development, M & A, the investment in new
	areas shall be decided by the Board of Directors, the projects
	whose investment or M & A of assets amounted to more than 10%
	of the total assets shall be provided with the professional advices
	from the social counseling agencies, as the important basis for the
	decisions made by the Board of Directors.
Article 42	The Company's Board of Directors authorizes the Company's
	management to decide the following transactions and matters:
	(1) the Company's wholly owned or holding construction
	projects with the construction investment of less than
	RMB1.5 billion Yuan;
	(2) the abandon and leasing of the assets of the Company and
	the subsidiaries with the net book value of less than RMB1
	billion Yuan; the transfer and replacement of the assets of the
	Company and the subsidiaries with the transaction amount of
	less than RMB1 billion Yuan;
	(3) calculated in accordance with the equity ratio, the M & A and
	joint venture with the currency capital contribution of less
	than RMB500 million Yuan, or the total assets and currency
	contribution of less than RMB1 billion Yuan (including the
	currency contribution of no more than RMB500 million
	Yuan);

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1. the investment in finance, securities and its derivatives with the investment amount of less than RMB100 million Yuan;
2. any testing carried out in accordance with the relevant assets ratio, revenue ratio, consideration ratio and equity ratio in terms of trading volume; the connected transaction whose any testing ratio is less than 0.1%.

Article 43	The Board of Directors shall formulate and review the Company's
	corporate governance policies and practices, review whether the
	Company complies with the App. 14 "Corporate Governance Code"
	in the "Stock Exchange Listing Rules" and the disclosure in the
	corporate governance report, and make recommendations.
Article 44	The Board of Directors shall review and supervise the training and
	continuing professional development of the directors and senior
	management personnel.
Article 45	The Board of Directors shall review and supervise the Company's
	compliance with laws, regulations, policies and practices,
	formulate, review and supervise the codes of conduct and
	compliance manuals, and make amendment according to the actual
	situation from time to time, in order to ensure that the Company's
	operation and management is complying with the laws, regulations
	and the requirements of Code of Conduct.
Article 46	The Board of Directors shall strengthen the anti-fraud monitoring,
	specify the anti-fraud agencies and their responsibilities and
	establish the anti-fraud monitoring system.
CHAPTER VI	SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS
Article 47	The Company's Board of Directors shall establish the Audit
	Committee, Nomination Committee, Remuneration Committee,
	Development and Planning Committee, Occupational Health &
	Safety and Environment Committee and other committees to be
	responsible for the Board of Directors as required. The special
	committees will make study on the professional matters and give
	comments and suggestions for the Board of Directors to make
	decisions.

- 24 -

Article 48	The Nomination Committee and Remuneration Committee are
	composed of directors, of which, the majority is independent
	directors. See the main responsibilities and discussion procedures
	of the Nomination Committee and Remuneration Committee in
	the "Working Rules of the Nomination Committee" and "Working
	Rules of the Remuneration Committee".
Article 49	The Audit Committee is composed entirely of independent
	directors, of which, there is at least one personnel with accounting
	or financial management experience required in the Listing Rules.
	See the main responsibilities and discussion procedures of the
	Audit Committee in the "Working Rules of the Audit Committee".
Article 50	The Development and Planning Committee is responsible for the
	deliberation of the Company's strategic development plan, making
	advices on the major investment activities, and supervising,
	promoting and monitoring the implementation of the development
	strategies. See the main responsibilities and discussion procedures
	of the Development and Planning Committee in the "Working
	Rules of the Development and Planning Committee".
Article 51	The Occupational Health & Safety and Environment Committee
	is responsible for supervising the effective implementation of
	the Company's health & safety and environmental protection
	plans, raising questions about the major incidents, inspecting
	and supervising the handling of major incidents. See the main
	responsibilities and discussion procedures of the Occupational
	Health & Safety and Environment Committee in the "Working
	Rules of the Occupational Health & Safety and Environment
	Committee".
Article 52	The special committees may employ intermediary agencies to
	provide professional advices; the relevant costs shall be borne by
	the Company.
Article 53	The special committees shall be responsible for the Company's
	Board of Directors, make advices to the Board of Directors on the
	matters within their own scope of duties, and report to the Board
	of Directors.

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CHAPTER VII	THE COMPANY'S MEETINGS OF BOARD OF DIRECTORS
Article 54	The Board of Directors has a Board Office to be responsible for
	dealing with the daily affairs of the Board and keeping the seal of
	the Board of Directors.
Article 55	The meetings of the Board of Directors are divided into the regular
	meeting and extraordinary meeting.
	Meetings of the Board of Directors shall be held at least four
	times a year and shall be convened by the Chairman of the Board.
	For convening the meetings of the Board of Directors, the Board
	Office shall give the written notice attached with the seal of the
	Board Office to all directors, supervisors, senior management staff
	and Secretary to the Board of Directors directly, via fax, email
	and other methods 14 days in advance. In case the written notice
	is not served directly, it shall be confirmed via telephone and be
	recorded appropriately.
Article 56	Before giving the notice convening the meetings of the Board of
	Directors, the Board Office shall collect the motions submitted to
	the Board of Directors from various departments of the Company,
	and shall fully solicit the views of all directors and initially form
	the meeting proposal for the Chairman of the Board to make
	decision.
	The Chairman of the Board, before developing the proposals, shall
	make discussion with the Manager and other senior management
	staff and seek their views.
Article 57	In case of one of the following circumstances, the Chairman
	of the Board shall convene and preside over the extraordinary
	meeting within 10 working days after the Chairman of the
	Board personally receive the proposal or the requirements of the
	securities regulatory authorities; the extraordinary meeting is not
	limited to the aforementioned meeting notice period in Article 55,
	if:
	(1) it is proposed by shareholders representing at least 10 percent
	of the voting rights;
	(2) it is proposed by at least one-third of the directors;

- 26 -

	(3)	it is proposed by at least one-half of the independent
		directors;
	(4)	it is proposed by the Board of Supervisors;
	(5)	the Chairman of the Board believes that it is necessary;
	(6)	it is proposed by the Manager of the Company;
	(7)	it is required to be convened by the securities regulatory
		department under the State Council;
	(8)	other circumstances stipulated in the Articles of Association.
	In case of particularly urgent situation that the extraordinary
	Shareholder' General Meeting shall be convened as soon as
	possible, the notice may be made via telephone or orally, but the
	convener shall make statements at the meeting.
Article 58	To convene the extraordinary meeting of the board in accordance
	with the provisions in the preceding article, a written proposal
	signed (attached seal) by the relevant shareholder(s) shall be
	submitted to the Chairman of the Board through the Board Office
	or directly.
	(1)	the name(s) of the relevant shareholder(s);
	(2)	the reasons for proposal and the objective causes that the
		proposal is based on;
	(3)	the proposed time or time limit, place and manner to convene
		the meeting;
	(4)	the clear and specific proposal;
	(5)	the contact information of the relevant shareholder(s) and
		proposed date.

The contents of proposal shall be classified as the matters within the terms of reference of the Board of Directors stipulated in the Articles of Association and shall be submitted together with the materials related with the proposal.

- 27 -

	The Board Office shall forward the abovementioned written
	proposal and related materials to the Chairman of the Board on the
	same date when they are received. If the Chairman of the Board
	believes that the proposal is not clear, specific or the related
	materials are not sufficient, the relevant shareholder(s) may be
	required to make supplementation.
Article 59	The meeting of the Board of Directors in principle shall be held at
	the Company's domicile.
Article 60	The notice for the meeting of the Board of Directors shall be
	written in Chinese, if necessary, the English version can be
	attached, including at least the following information:
	(1)	the date and place of meeting;
	(2)	the manner to convene the meeting;
	(3)	the matters (proposals) proposed to be reviewed;
	(4)	the convener and host of the meeting, the relevant
		shareholder(s) who propose the extraordinary meeting and
		the written proposal;
	(5)	the meeting materials required by the directors to vote;
	(6)	the requirements that the directors shall personally attend the
		meeting or appoint other directors to attend the meeting on
		behalf of them;
	(7)	the receipt and the letter of authorization;
	(8)	the agenda for the meeting;
	(9)	the date to issue the notice;
	(10)	the contact and the contact information.
	The oral notice for meeting shall at least include the above item (1)
	and (2), as well as the description for convening the extraordinary
	meeting in case of the urgent situation.

Any director may waive the right to require the notice for the meetings of the Board of Directors.

- 28 -

Article 61	After the written notice for the regular meeting of the Board of
	Directors is issued, if the time and place to convene the meeting
	shall be changed or the meeting proposal shall be added, changed
	and cancelled, the written change notice shall be issued three
	days before the originally scheduled meeting date, specifying
	the situation and relevant contents and materials about the
	new proposal. If failed to issue the written notice three days in
	advance, the meeting shall be postponed accordingly or held on
	the originally scheduled meeting date with the recognition of all
	the participating directors.
	After the written notice for the extraordinary meeting of the Board
	of Directors is issued, if the time and place to convene the meeting
	shall be changed or the meeting proposal shall be added, changed
	and cancelled, the recognition of all the participating directors
	shall be obtained and the record shall be made accordingly.
Article 62	The directors shall fill in the receipt or the letter of authorization
	after the receipt of the notice and fax the receipt or the letter
	of authorization two days before the meeting of the Board of
	Directors; the original receipt or the letter of authorization shall be
	served before the meeting.
Article 63	Notice of a meeting shall be deemed to have been given to any
	director who attends the meeting without protest against, before or
	at its commencement, any lack of notice.
Article 64	Any regular or extraordinary meeting of the Board of Directors may
	be held by way of telephone conference or similar communication
	equipment so long as all directors participating in the meeting can
	clearly hear and communicate with each other. All such directors
	shall be deemed to be present in person at the meeting.
Article 65	The Board's Office shall be responsible for preparing the materials
	about the meeting of the Board of Directors and must send the
	meeting materials to all directors via fax, mail, email or by hand
	14 days before the regular meeting of the Board of Directors or 10
	days before the extraordinary meeting of the Board of Directors
	for review. In case of special circumstances that the meeting
	materials can not be provided timely, it shall be explained in
	advance.

- 29 -

	If the directors believe that the materials can not meet the
	requirements, they may request supplementary materials. Where
	25 percent of the directors or more than two outside directors
	believe that the materials are not sufficient or the argumentation
	is not clear, they may jointly propose to delay the convening of
	the meeting or delay some of the issues under deliberation and the
	Board of Directors may adopt their proposal.
	The directors who propose to suspend the voting shall put
	forward the explicit requirements for submitting the proposal for
	deliberation again.
Article 66	The supervisors, senior management staff and Secretary to the
	Board may attend meetings of the Board of Directors in a non-
	voting capacity. The personnel that deemed to be necessary by
	the Chairman of the Board (or the chairman of the meeting) may
	attend the meeting of the Board of Directors.
Article 67	The meetings of the Board of Directors shall be convened and
	presided over by the Chairman of the Board. Where the Chairman
	of the Board cannot attend such a meeting for any reason, the
	meeting shall be convened and presided over by the (a) vice
	Chairman of the Board. If there is no Vice Chairman of the Board
	or the Vice Chairman of the Board is unable or fails to perform
	these duties, a director elected by at least one half of the directors
	shall convene and presided over the meetings of the Board of
	Directors.
Article 68	Meetings of the Board of Directors may be held only if more than
	half of the directors (including any alternate director appointed
	pursuant to the Company's Articles of Association) attend. If the
	number of occupied seats on the Board of Directors falls below the
	statutory minimum because relevant directors are refused or lazy
	to attend the meeting, the Chairman of the Board and the secretary
	to the Board of Directors may timely report to the regulatory
	authorities.
	Each director shall be entitled to one vote. Resolutions of the
	Board of Directors must be adopted by the affirmative vote of the
	majority of all the directors (the special motion must be adopted
	by the affirmative vote of the more than two thirds of all the
	directors). When the numbers of votes for and against are equal,
	the chairman of the meeting shall be entitled to one additional
	vote.

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Article 69	The following matters shall be shall be subject to the affirmative
	vote of at least two-thirds of the members of the Supervisory
	Committee:
	(1) to formulate plans for the Company's debt and financial
	policies, the increase or reduction of the registered capital of
	the Company and plans for the issue of bonds;
	(2) to draft plans for major acquisitions of the Company and the
	buyback of the Company's own shares, as well as the merger,
	division or dissolution of the Company;
	(3) the Company's matters relating to the security decided by the
	Board of Directors;
	(4) to formulate amendments to these Articles of Association;
	(5) to formulate share incentive schemes.
Article 70	Votes at a meeting of the Board of Directors shall be taken by a
	show of hands; if there are more than two directors proposing to
	adopt the ballot, votes for special resolution shall be taken by a
	ballot.
Article 71	The meetings of the Board of Directors shall be convened on
	site as soon as possible. When necessary, under the premise of
	guaranteeing that the directors may fully express their views, the
	meeting may be convened by video, telephone, fax or email with
	the consent of the convener (the chairman of the meeting) and the
	relevant shareholder(s) who propose(s) the meeting. The meetings
	of the board of director may also be convened on site and by
	means of other methods.
	If the meeting of Board of Directors is convened off-site, the
	number of directors who have attended the meeting shall be
	calculated according to the number of directors displayed in
	the video, the number of directors who express their views in
	a conference call, the number of valid votes in terms of fax or
	email actually received within the stipulated period, or the written
	confirmation submitted by the directors afterwards.

- 31 -

	The Board of Directors may agree to accept a written motion
	instead of convening the meeting of the Board of Directors. The
	draft of the motion shall be served in person, by mail, telegram
	and fax to each director. In case that the Board of Directors has
	distributed the motion to all directors, the number of directors who
	sign on the motion reaches the quorum required by law and the
	motion has been submitted to the Secretary of the Board by the
	abovementioned ways, the resolution shall become the resolution
	adopted by the Board of Directors, without convening the meeting
	of the Board of Directors.
Article 72	Meetings of the Board of Directors shall be attended by the
	directors in person in principle. If a director is unable to attend a
	meeting for any reason, he or she shall firstly review the meeting
	materials, express his or her opinions in written form and appoint
	another director in writing to attend the meeting on his or her
	behalf. Such instrument of appointment shall specify the names
	of the principals or their agents, the principal's brief comments
	on each proposal, the principal's scope of authorization, the tips
	on the intention of voting on proposals, the signature or seal of
	the principal and the date of entrustment. The director attending
	the meeting on behalf of the absent director shall exercise the
	director's rights to the extent authorized.
	If the written confirmation is signed by any alternate director
	appointed, the director shall be specifically authorized in the
	power of attorney.
	A written power of attorney shall be submitted to the chairman of
	the meeting to appoint the alternate director; the information about
	the alternate director shall be stated in the attendance book of the
	meeting.
	If a director fails to attend a meeting of the Board of Directors
	and has not appointed a proxy to attend the meeting on his or her
	behalf, he or she shall be deemed to have waived his or her right
	to vote at such meeting.
Article 73	The following principles shall be followed to appoint directors
	or accept the appointment to attend the meetings of the Board of
	Directors:

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(1) In consideration of the connected transactions, the non- associated directors shall not appoint the associated directors to attend the meetings on behalf of them; the associated directors shall not accept the non-associated directors'

	appointment;
	(2) The independent directors shall not appoint the non-
	independent directors to attend the meetings on behalf of
	them; the non-independent directors shall not accept the
	independent directors' appointment;
	(3) Directors shall not fully appoint other directors to attend the
	meetings under the condition that their personal opinions and
	voting intentions on the proposals are not described; relevant
	directors shall not accept the appointment with full powers
	and the appointment with unclear authorization; otherwise,
	the appointment is invalid;
	(4) Any director shall not be appointed as the proxy to attend the
	same board meeting by more than two directors; any director
	shall not appoint the directors who have been appointed by
	more than two directors to attend the meeting.
Article 74	After each proposal is fully discussed, the chairman of the meeting
	shall request the participating directors to vote.
	The voting intentions of the directors are divided into affirmative
	voting, negative voting and waiver. The participating directors
	shall choose one of the above three intentions; failing to make
	choice or choosing more than two intentions simultaneously,
	the chairman of the meeting shall have the right to ask relevant
	directors to make choice again; if the directors refuse to make
	choice, it shall be regarded as a waiver; if the directors leave
	the meeting venue halfway without making a choice, it shall be
	regarded as a waiver.
	The chairman of the meeting shall request the directors who
	participate in the meeting of the Board of Directors to express
	explicit opinions on each proposal.
Article 75	As for the proposals required to be recognized by the independent
	director in advance in accordance with the provisions, the
	chairman of the meeting shall specify an independent director
	to read out the written recognition reached by the independent
	directors before discussing relevant proposals.

- 33 -

Article 76	If any director hinders the meeting or affects the speech of other
	directors, the chairman of the meeting shall promptly stop his or
	her behavior.
Article 77	In addition to obtaining the unanimous consent of all participating
	directors, the meetings of the Board of Directors shall not vote
	for the proposals not covered in the meeting notice. The directors,
	who accept the appointment of other directors to attend the
	meetings of the Board of Directors, shall not vote on the proposals
	covered in the meeting notice on behalf of other directors.
Article 78	The directors shall carefully read relevant meeting materials and
	express their views independently and carefully on the basis of
	fully understanding the situation.
	The directors may obtain the necessary information from the
	Board Office, the convener of meeting, the senior management
	staff, various special committees, accounting firms, law firms
	and other institutions, and also may advice the chairman of the
	meeting to request the representatives of the above personnel and
	institutions to explain relevant information.
Article 79	If the meeting of Board of Directors is convened on site, the
	chairman of the meeting shall announce the statistical results
	on the spot; if the meeting of Board of Directors is convened by
	means of other methods, the chairman of the meeting shall request
	the secretary to the Board of Directors to notify the directors about
	the voting results before the next working day after the end of the
	prescribed time limit for voting.
	The directors' voting made after the voting results are announced
	by the chairman of the meeting or after the prescribed time limit
	for voting, the voting shall not be included in the statistics.
Article 80	In case of the contradiction between the content and meaning of
	the different resolutions formed at the meeting of the Board of
	Directors, the resolution that is formed later shall prevail.
Article 81	In case of the following circumstances, the directors shall
	withdraw from the voting on the relevant proposals:
	(1) the circumstance, stipulated in the listing rules of the place
	where Company shares are listed inside and outside China,
	that the directors shall withdraw from the voting;

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1. the circumstance that any director believes that he or she shall withdraw from the voting;
2. other circumstance stipulated in the Article of Association of the Company that the directors shall withdraw from the voting because of the relationship with the enterprises covered by the meeting proposals.

In case that the directors withdraw from the voting, relevant meetings of the Board of Directors may be held if more then 50 percent of the non-associated directors can attend; the formed resolutions shall be adopted by the affirmative voting of more than

50 percent of all non-associated directors (the special resolutions shall be adopted by the affirmative voting of more than two thirds of all non-associated directors). If the number of the non- associated directors that attend the meeting is less than three, they shall not vote for relevant proposals; the related matters shall be submitted to the Shareholders' General Meeting for deliberation.

Article 82	The Board of Directors shall exercise powers in accordance with
	the Shareholders' General Meeting and the Articles of Association
	and powers and not to exceed such powers.
Article 83	As for the proposals submitted to the Board of Directors for
	deliberation, under the condition that there is no significant change
	in relevant conditions and factors, the meetings of the Board of
	Directors shall not review the same proposals within one month.
Article 84	The meetings of the Board of Directors held on site or by means
	of video, telephone and other methods, the recording during the
	whole process may be required as needed.
Article 85	The secretary to the Board of Directors shall arrange the officers
	from the Board Office to make minutes for the meetings of the
	Board of Directors. The minutes shall include the following
	contents:
	(1) the session of the meeting; the time, place and method to
	convene the meeting;
	(2) the issuance of meeting notice;
	(3) the convener and chairman of the meeting;

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(4) the circumstances that the directors shall attend the meetings

	in person or on behalf of other directors;
	(5) the proposals under the deliberation of the meeting; each
	director's main points and opinions in the speech about
	relevant matters; the voting intention on the proposals;
	(6) the voting methods and results of each proposal (specifying
	the specific number of the affirmative voting, negative voting
	and negative voting and waive);
	(7) other matters that the participating directors believed to be
	recorded.
	In addition to the minutes, the secretary to the Board of Directors
	also may arrange the officers from the Board Office to make a
	clear and concise minutes of the meeting and prepare a separate
	resolution record according to the statistical voting results.
	The records and minutes of meetings shall be written in Chinese
	and may be written in English if necessary.
Article 86	The directors (the directors who attend the meeting in person or
	on behalf of other directors) attended the meeting, the secretary
	to the Board of Directors and the person who makes record shall
	sign on the minute. In case any director has different opinions on
	the meeting minute or the resolution record, he or she may make a
	written explanation at the time of signing on it. When necessary,
	the director may report to the regulatory authorities or make a
	public statement.
	The directors attending the meeting shall have the right to make
	descriptive records of their speeches at the meeting. The opinions
	of the independent (non-executive) directors shall be clearly listed
	in the resolutions of the Board of Directors.
	The minute of each meeting of the Board of Directors shall be
	provided to all directors for review as soon as possible. Any
	director who wants to make amendment of supplement to the
	minute shall report the amendment to the Chairman of the Board
	in written form within one week upon the receipt of the minute.

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	If any director fails to make confirmation by signing in accordance
	with the provisions in the preceding paragraph, fails to make
	written description, or fails to report to the regulatory agencies or
	make a public statement, it shall be regarded as that the director is
	fully agreeing with the contents of the meeting minute.
	After the meeting minute is finalized and signed, the Board Office
	shall send a complete copy to each director as soon as possible.
Article 87	The directors shall be liable for the resolutions of the Board of
	Directors. If a resolution of the Board of Directors is in violation
	of laws, administrative regulations or these Articles of Association,
	thereby causing the Company to sustain a material loss, the
	directors who took part in the resolution shall be liable to the
	Company for damages. However, if a director is proved to have
	expressed his opposition to such resolution when it was put to
	the vote, and such opposition is recorded in the minutes of the
	meeting, such director may be released from such liability.
Article 88	Any written resolution not formed in line with the statutory
	procedures shall not have the legal effect of the resolution of the
	Board, even if every director has expressed his or her opinion in
	different way.
	Where a resolution of the Board of Directors is in violation of
	laws, administrative regulations and rules, the Company's Articles
	of Association or the resolution of the Shareholders' General
	Meeting, thereby causing serious losses to the Company, the
	directors who cast an affirmative vote shall be directly liable to
	the Company for damages. However, where a director can prove
	that he expressed his opposition to such resolution when it was put
	to be voted, and that such opposition was recorded in the minutes
	of the meeting, the director may be relieved from such liability;
	where a director does not abstain from voting, or is absent and
	does not appoint others to attend, the director may not be relieved
	from such liability; where a director has expressed his opposition
	to such resolution but does not cast a negative vote, the director
	also may not be relieved from such liability.

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Article 89	The announcement of the resolutions of the Board of Directors
	shall be handled by the secretary to the Board of Directors in
	accordance with relevant provision in the listing rules of the place
	where the Company's stock is listed. Before the announcement of
	the resolution is disclosed, the participating directors, people who
	attend the meeting, people who makes record and serves for the
	meeting shall bear the duty of confidentiality on the contents of
	the resolution.
Article 90	The Chairman of the Board shall urge relevant personnel to
	implement the resolution of the Board of Directors, check the
	implementation of the resolution and report the implementation of
	the formed resolution at the meetings of the Board of Directors.
Article 91	The meeting files of the Board of Directors, including the meeting
	notice, meeting materials, attendance book, power of attorney
	for directors who attend the meeting on behalf of others, meeting
	recording materials, voting and the meeting records, minutes,
	resolution record and resolution announcement signed by the
	participating directors, shall be kept by the secretary to the Board
	of Directors.
	The records of the meetings of the Board of Directors shall be kept
	at the Company's domicile for at least 10 years.
	CHAPTER VIII SUPPLEMENTARY PROVISIONS
Article 92	These rules shall be formulated by the Board of Directors and
	be effective after being approved by the Shareholders' General
	Meeting through deliberation.
Article 93	The matters not covered in these rules shall be handled in
	accordance with the currently effective laws, administrative
	regulations, normative documents, the regulatory rules of the
	place where the Company's stock is listed and the Articles of
	Association. In case that these rules are conflicted with the laws,
	administrative regulations, relevant normative documents and the
	supervisory rules of the place where the Company's stock is listed
	that are promulgated from time to time, the provisions in the laws,
	administrative regulations, relevant normative documents and the
	supervisory rules of the place where the Company's stock is listed
	shall prevail.
Article 94	These rules shall be interpreted by the Company's Board of
	Directors.

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