Aluminum of China : RULES OF PROCEDURES FOR SHAREHOLDERS' MEETING

Important Note: The following is an English translation of the Chinese version of the Rules of Procedures for Shareholders' Meeting of Aluminum Corporation of China Limited ( 中 國 鋁 業 股 份 有 限 公 司 股 東 大 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 SHAREHOLDERS' MEETING

	GENERAL PROVISIONS
Article 1	To safeguard the legitimate rights and interests of Aluminum
	Corporation of China Limited (the "Company"), its Shareholders
	and creditors, and to regulate the organization and activities of the
	General Meeting of the Company, the Company formulated these
	Rules of Procedures ("these Rules") in accordance with laws and
	regulations and normative documents such as the Company Law
	of the People's Republic of China, Mandatory Provision sf or
	Articles of Association of Companies to be Listed Overseas, the
	Guidelines on Articles of Association of Listed Companies, the
	Guidelines for the Governance of Listed Companies and the Rules
	of General Meetings of Listed Companies, 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") as well as
	the Articles of Association of Aluminum Corporation of China
	Limited (the "Articles of Association").
CHAPTER I GENERAL PROVISIONS OF GENERAL MEETINGS
Article 2	The General Meeting is the highest organ of authority of
	our Company and shall exercise its functions and powers in
	accordance with the laws.
Article 3	The General Meeting may exercise the following functions and
	powers:

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1. to decide on the operating policies and investment plans of the Company;
2. to elect and remove directors and to fix the remuneration of the relevant directors;
3. to elect and remove supervisors (being Shareholders' representatives), and to fix the remuneration of the relevant supervisors;
4. to examine and approve the reports of the Board of the Directors;
5. to examine and approve the reports of the Board of Supervisors;
6. to examine and approve the proposed annual financial budgets and final accounts of the Company;
7. to examine and approve the profit distribution plans and loss recovery plans of the Company;
8. to adopt resolutions on any increase or reduction of registered capital by the Company;
9. to adopt resolutions on matters such as merger, division, dissolution and liquidation of the Company;
10. to adopt resolutions on the issue of bonds of the Company;
11. to adopt resolutions on the appointments, dismissals or non- reappointments of accounting firms;
12. to amend the Articles of Association;
13. to examine and approve decisions in relation to share-based remunerations (such as rights issue or share option etc.) of the employees;
14. to make decisions on purchase or sale of substantial assets within one year of which the amount exceed 25% of the Company's total assets;

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	(15)	to make decisions on guarantee matters subject to review
		and approval by General Meeting as required by laws,
		administrative regulations and the Article of Association of
		the Company;
	(16)	to examine and approve changes of purpose of the funds
		raised;
	(17)	to examine and approve employee shareholding scheme or
		equity incentive schemes;
	(18)	other matters the resolutions concerning which shall be made
		by the General Meeting, as stipulated by laws, administrative
		regulations, department rules or the Articles of Association
		of the Company.
	The Shareholders' General Meeting may delegate or entrust
	relevant matters to be handled by the Board of Directors.
Article 4	Any and all guarantee matters of the Company shall be subject
	to review and approval of the Board of Directors. The following
	guarantee matters, upon the review and approval of the Board
	of Directors, shall be further submitted to General Meeting for
	review and approval:
	(1)	any guarantee provided after the gross amount of guarantees
		offered by the Company and its controlled subsidiaries has
		reached or exceeded 50% of the latest audited net asset;
	(2)	guarantee offered to an object with an asset-debt ratio above
		70%;
	(3)	any single guarantee amounting above 10% of the latest
		audited net asset;
	(4)	guarantee offered to a shareholder, the actual controller of
		the Company or its related parties;
	(5)	any guarantee provided after the gross amount of guarantees
		offered by the Company have reached or exceeded 25% of its
		latest audited total assets;
	(6)	other guarantee matters to be submitted to General Meeting
		for review and approval as required by laws, administrative
		regulations and the Articles of Association of the Company.

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	A director, president or any other senior management members
	of the Company shall be liable for compensation when they have
	caused losses to the Company by violating the guarantee approval
	authority and review procedure requirements set forth in laws,
	administrative regulations or the Articles of Association of the
	Company, and the Company may bring a legal action against him
	or her according to laws.
Article 5	Matters which, in accordance with the provisions of the laws,
	administrative regulations and the Articles of Association,
	are required to be approved by the General Meetings, shall
	be considered at the General Meetings so as to protect the
	decision-making power of the shareholders of the Company on
	such matters. Under necessary and reasonable circumstances,
	the General Meeting may authorize the Board of Directors to
	determine, within the scope of authorization granted by such
	General Meeting, specific issues relating to matters which shall be
	resolved but cannot be decided upon immediately at such General
	Meeting.
	An authorization to the Board of Directors by General Meeting
	in relation to matters to be decided by ordinary resolutions shall
	be passed by shareholders (including their proxies) representing
	more than half of the voting rights present at the General Meeting;
	an authorization to the Board of Directors in relation to matters to
	be decided by special resolutions shall be passed by shareholders
	(including their proxies) representing more than two-thirds of the
	voting rights present at the General Meeting. The contents of the
	authorization shall be clear and specific.
Article 6	The Company shall not enter into any contract with any party
	other than the directors, supervisors and other senior management
	without the prior approval of the General Meeting, pursuant to
	which such party shall be in charge of management of the whole
	or any substantial part of the Company's business.

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Article 7	General Meetings can be annual General Meetings or extraordinary
	General Meetings. Annual General Meetings are held once a year
	within six months after the end of the previous financial year.
	In the event that the Company is unable to convene an annual
	General Meeting within the period of time mentioned above, the
	Company shall report and explain to the relevant local office of
	the China Securities Regulatory Commission ("CSRC") at the
	place where the Company is located and the stock exchange(s)
	on which its shares are listed for trading, explain the reasons and
	make public announcement.
	The Board of Directors shall hold an extraordinary General
	Meeting of shareholders within two months upon the occurrence
	of one of the following circumstances:
	(1) the number of directors is less than the number required
	by the Company Law or less than two-thirds of the number
	required by the Articles of Association;
	(2) the uncovered losses reach one third of the Company's total
	paid share capital;
	(3) where requested by shareholder(s) holding, independently or
	collectively, 10% or more of the Company's shares for more
	than 90 consecutive days (the number of shares held shall
	be the figure as at the date of the written request from the
	shareholder);
	(4) the Board of Directors considers it necessary or the
	supervisory committee proposes to hold such a meeting;
	The number of shares held referred to in clause (3) shall be the
	figure as at the date of the written request from the shareholder.

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Article 8	The place for holding the Shareholders' General Meeting of the
	Company shall be the domicile of the Company. The Company
	shall prepare a venue and hold the General Meeting on-site. The
	Company may provide safe, economic and convenient internet
	access or other conveniences to facilitate the participation
	of shareholders in the General Meeting. A shareholder who
	participated in a General Meeting in the aforesaid manners shall
	be deemed to have been present at the meeting.
	CHAPTER II CONVENING OF GENERAL MEETINGS
Article 9	The Board of Directors shall hold the General Meeting within the
	requirement stipulated under the Articles of Association.
Article 10	In the event that independent directors, the Board of Supervisors,
	or shareholders independently or collectively holding more than
	10% of the Company's shares request to convene an extraordinary
	General Meeting or class meeting, the following procedures shall
	be followed:

1. sign one or several written requests identical in form and content asking for the Board of Directors to convene an extraordinary General Meeting or a General Meeting of certain class of shareholders and clarifying the topic of the meeting. Within 10 days after receiving the written request, the Board of Directors shall give written reply with regard to agree or disagree to convene the extraordinary General Meeting.
2. when the Board of Directors agrees to convene the extraordinary General Meeting, it shall send a notice of meeting within 5 days after making the Board of Directors resolution thereupon, and the changes to the original proposal as stated in the notice shall be subject to consent of the original proposer.
3. when the Board of Directors disagrees to convene the extraordinary General Meeting requisitioned by independent directors, it shall give reasons and make announcements thereof.

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1. when the Board of Directors rejects the Board of Supervisors' request for convening an extraordinary General Meeting or fails to make a reply within 10 days after receiving the proposal will be deemed as its inability to perform or non- performance of the duty to convene General Meetings, in which case the Board of Supervisors may independently convene and chair the meeting and wherever possible, the convening procedure shall be the same as the procedure observed by the Board of Directors when calling in General Meetings.
2. when the Board of Directors rejects shareholders' proposal for convening an extraordinary General Meeting, the shareholders shall propose in writing to the supervisory committee to request the holding of the meeting.
   If the Board of Supervisors agrees to hold the meeting, it shall send the General Meeting notice within 5 days after receiving the shareholders' proposal, and the changes to the original proposal as included in the notice shall be subject to consent of the original proposer.
   If the Board of Supervisors fails to send the General Meeting notice within the specified time limit, it will be deemed as failing to convene and chair the meeting, in which case shareholders may independently convene and host the meeting (the shareholders convening the meeting shall hold not less than 10% of the Company's shares before announcement of the resolution on holding of the General Meeting.) Wherever possible, the convening procedure shall be the same as that observed by the Board of Directors when convening General Meetings.
   In the event that the Board of Supervisors or the shareholders independently convene and proceed with a General Meeting on their own as per the foregoing provisions, they shall notify the Board of Directors in writing and file with the authority in charge according to applicable requirements. The Board of Directors and secretary to the Board of Directors shall collaborate with the General Meeting and the Board of Directors shall provide the Shareholders' Register. All reasonable expenses incurred by the meeting shall be borne by the Company and deducted from the money payable by the Company to the defaulting directors.

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	CHAPTER III PROPOSALS AND NOTICES OF
	GENERAL MEETINGS
Article 11	Proposals before any General Meeting shall be specific motions on
	matters to be discussed at the General Meeting. A motion proposed
	at the General Meeting shall satisfy the following criteria:
	(1) the substance of the motion proposed shall not conflict
	with laws, administrative regulations and the relevant
	requirements set forth in the Articles of Association and shall
	fall within the scope of the functions of the General Meeting
	of the Company;
	(2) there is a clear subject of discussion and a specific resolution;
	(3) the motion shall be submitted or delivered to the Board of
	Directors in writing.
Article 12	When the Company convenes a General Meeting, the Board
	of Directors, the Board of Supervisors and the shareholder(s)
	independently or collectively holding more than 3% of the
	Company's shares shall have the right to present proposals to the
	Company.
	A shareholder independently or collectively holding more than
	3% of the Company's shares may submit provisional proposals
	and submit them to the General Meeting convener in writing
	before 10 days prior to the meeting. The convener shall send a
	supplementary notice of the General Meeting to announce such
	provisional proposals within 2 days after receipt thereof.
	Except as provided by the preceding paragraph, the convener of a
	General Meeting shall not amend the proposed resolutions set out
	in the notice of the meeting or add any new proposed. resolutions
	subsequent to the issue of the notice of the General Meeting.
Article 13	Matters to be discussed and decided at General Meetings shall be
	determined in compliance with requirements of the Company Law
	and the Articles of Association. General Meetings are entitled
	to make decisions on any matters as stipulated in the Articles of
	Association.

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	The Shareholders' General Meeting may not vote or resolve on
	any matters in respect of those not set out in the notice issued for
	the meeting or any proposal inconsistent with the provision of
	Article 11 in these Rules.
Article 14	A written notice of a General Meeting to be held by the Company
	shall be given to all shareholders, whose names appear in the
	register of members, 45 days before the meeting is held (including
	the date on which the meeting is held), specifying the matters to be
	considered at and the date and place of the meeting. A shareholder
	who intends to attend the General Meeting shall deliver a written
	reply slip confirming his intention to attend the meeting to the
	Company 20 days before the meeting is held.
	The Company shall calculate the number of voting shares
	represented by shareholders who intend to attend a General
	Meeting on the basis of the written replies it has received 20
	days before the date of the General Meeting. In the event that the
	number of voting shares represented by shareholders who intend
	to attend the meeting is more than half of the total number of
	the voting shares of the Company, the Company may hold the
	General Meeting; if not, the Company shall, within 5 days, notify
	shareholders again of the matters to be considered at, and the date
	and place for, the meeting by public announcement. The Company
	may hold the General Meeting after such an announcement has
	been made.
Article 15	A notice of the General Meeting shall meet the following
	requirements:
	(1) it shall be in written form;
	(2) it shall specify the place, date and time of the meeting;
	(3) it shall state the matters to be discussed at the meeting;
	(4) it shall provide shareholders with such information and
	explanation as are necessary for them to make informed
	decisions in connection with the matters to be discussed.
	This principle shall include (but not be limited to) where
	the Company proposes to merge, repurchase its shares,
	restructure share capital or undergo other reorganization. The
	specific conditions and contracts (if any) of the proposed
	transactions must be provided and the reasons and effects of
	the same must be properly explained;

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	(5)	if any director, supervisor, general manager and other senior
		management members have material interests in the matters
		subject to discussion, the nature and extent of such material
		interests shall be disclosed, and if the effect of the proposed
		matters on such director, supervisor, manager and other
		senior management members in their capacity as shareholders
		is different from that of other shareholders of the same class,
		the differences shall also be specified;
	(6)	set out the full text of any special resolution proposed to be
		passed at the meeting;
	(7)	it shall contain a clear written statement that a shareholder
		who has the right to attend and vote at the meeting shall have
		the right to appoint one or more proxies to attend and vote at
		the meeting on his behalf and that such proxies need not be
		shareholders;
	(8)	it shall state the date and place for the delivery of the proxy
		forms for the meeting;
	(9)	specify the date of registration of shares for shareholders who
		are entitled to attend the General Meeting;
	(10)	provide name and telephone number of the standing contact
		person for committee administration.
Article 16	A notice of the General Meeting shall be sent to shareholders
	(whether or not such shareholder is entitled to vote at the
	meeting), by personal delivery or prepaid post to the address of
	the shareholder as shown in the register of shareholders.

For the holders of domestic shares, notice of the meetings may also be given by way of public announcement. Such announcement shall be published in one or more newspapers designated by the securities regulatory authority of the State Council within the interval between 45 days and 50 days (including the 45th and 50th day) before the date of the meeting; after the publication of such announcement, all the holders of domestic shares shall be deemed to have received the notice of the relevant General Meeting.

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	For holders of H Shares, the notice of the General Meeting
	may also be sent or provided to holders of H Shares by means
	of electronic means or published on the website, to the extent
	permitted under laws and regulations as well as relevant listing
	rules of the listing places of the Company.
Article 17	The accidental omission to give notice of a meeting to, or the non-
	receipt of notice of a meeting by, any person entitled to receive
	such notice shall not invalidate the meeting and the resolutions
	passed at the meeting.
Article 18	Subsequent to the dispatch of a notice of the General Meeting,
	the General Meeting shall not be postponed or cancelled without
	proper reasons, and the proposals set out in the notice of the
	General Meeting shall not be withdrawn. Once the meeting is
	postponed or cancelled, the convener shall make an announcement
	and give reasons there for at least two working days prior to the
	original date of the meeting.
	CHAPTER IV CONVENING OF GENERAL MEETINGS
Article 19	The Board of Directors of the Company and other conveners
	shall be responsible to safeguard the proper order of the General
	Meeting. The Board of Directors shall take necessary measures to
	stop and report in a timely manner to the relevant departments for
	investigation any acts of disturbing the General Meeting, stirring
	up fights and causing troubles, or infringing upon shareholders'
	legal rights and interests.
Article 20	Any shareholder entitled to attend and vote at the General Meeting
	shall have the right to appoint one or several persons (who may
	not be shareholders) to act as his or her proxy to attend and vote at
	the meeting on his or her behalf. The proxy/proxies so appointed
	by the shareholder shall exercise the following rights:

1. have the same right as the shareholder to speak at the meeting;
2. have authority to demand or, jointly with others, in demanding a poll;

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	(3) have the right to vote by hands or on a poll, unless otherwise
	required by the applicable listing rule of the listing place or
	other securities laws and regulations. Where more than one
	proxy is appointed, the proxies may only exercise the voting
	right on a poll.
Article 21	The instrument appointing a proxy shall be in writing under the
	hand of the appointer or his or her attorney duly authorized in
	writing, or if the appointer is a legal entity, either under seal of
	the legal entity or under the hand of a director or a duly authorized
	attorney. The letter of authorization shall contain the number of
	the shares to be represented by the attorney. If several persons
	are authorized as the attorneys of the shareholder, the letter
	of authorization shall specify the number of the shares to be
	represented by each attorney. If there are other requirements in the
	listing rules of the listing places, these requirements should also
	be satisfied.
Article 22	Proxy forms shall be lodged at the domicile of the Company or
	other places specified in the notice of meeting 24 hours before the
	relevant meeting for voting according to the proxy form, or 24
	hours before the designated time of voting. Where the proxy form
	is signed by a person under a power of attorney on behalf of the
	appointer, the power of attorney or other authorization documents
	authorized to be signed shall be notarized. A notarially certified
	copy of that power of attorney or other authorization documents,
	together with the proxy form, shall be deposited at the domicile of
	the Company or other places specified in the notice of meeting.
	Where the appointer is a legal person, its legal representative
	or other persons authorized by the resolutions of the Board
	of Directors or other decision-making organ to act as its
	representatives may attend the General Meeting of the Company as
	a representative of the appointer.
Article 23	Any form of letter of authorization issued to a shareholder by the
	Board of Directors for use by him for appointing a proxy shall
	allow the shareholder to freely choose to instruct the proxy to
	cast vote in favor of or against each resolution at the meeting and
	to instruct respectively on each of the proposals to be resolved
	at the meeting, shall contain a statement that in the absence of
	instructions by the shareholder, his or her proxy may vote as he or
	she thinks fit.

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Article 24	Where the appointer has deceased, incapacitated to act, withdrawn
	the appointment or the power of attorney, or where the relevant
	shares have been transferred prior to the voting, a vote by proxy
	given in accordance with the letter of authorization shall remain
	valid provided that no written notice of such event has been
	received by the Company prior to the commencement of the
	relevant meeting.
Article 25	For connected transactions to be considered at the General
	Meeting, connected Shareholders shall abstain from voting on
	such connected transactions, in such case the number of shares
	represented by them carrying voting rights shall not be counted
	towards the total number of shares with valid voting rights.
	Announcements on the resolutions passed at the General Meeting
	shall fully disclose the results of the voting of non-connected
	shareholders on the transactions.
Article 26	If a proxy attends the General Meeting on behalf of an individual
	shareholder, that proxy should produce his or her identification
	documentation and the instrument signed by the shareholder
	appointing the proxy. If the legal representative of a legal person
	corporate shareholder appoints a proxy to attend the meeting,
	that proxy should produce his or her identification documentation
	and the instrument signed by the relevant legal representative
	appointing the proxy. If a legal person corporate shareholder
	appoints a proxy as is authorized by the decision of its Board
	or other equivalent governing body to attend the meeting on the
	shareholder's behalf, the proxy should produce his identification
	documentation and the letter of authorization, issued by the
	relevant board or governing body of the legal person shareholders,
	bearing the seal of the relevant legal person shareholders. All
	relevant letters of appointment shall specify the date when it is
	issued.
Article 27	The directors, independent directors and those shareholders who
	have met certain requirements (to be determined by the standards
	promulgated by the competent regulatory authorities from time to
	time) may collect their voting rights at the General Meeting from
	the Company's shareholders. If the collector openly collects the
	voting rights of the Company's shareholders, the collector shall
	comply with the requirements of the relevant regulatory authorities
	and the stock exchange(s) on which the Company's shares are
	listed.

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Article 28	The convener and the lawyers engaged by the Company shall
	jointly verify the validity of the Shareholders' qualifications
	based on the register of members provided by the securities
	registration and clearing authority, and shall register the names
	of the shareholders as well as the number of their voting shares.
	The registration for a meeting shall end before the chairman of
	the meeting announces the number of shareholders and proxies
	attending the meeting in person and the total number of their
	voting shares held.
Article 29	During the course of a General Meeting, all directors, supervisors
	and the secretary to the Board of Directors shall attend the General
	Meeting. Managers and other senior management members shall
	also be present at the meeting.
Article 30	The Chairman of the Board of Directors is the host and is the
	chairman of the General Meeting. Should the chairman of the
	Board of Directors be unable to or fail to perform his or her duties
	or attend the General Meeting, the deputy Chairman of the Board
	of Directors should serve as the host and chairman of the General
	Meeting. Should the deputy Chairman be unable or fail to perform
	his or her duties, the director elected by more than half of the
	directors should serve as the host and chairman of the General
	Meeting. If more than half of the directors fails to elect one
	director to serve as the host and Chairman of the General Meeting,
	shareholders attending the General Meeting should elect a person
	to serve as the Chairman of the General Meeting. If for any reason
	the shareholders are unable to elect a chairman, the shareholder
	holding the largest number of voting shares and attending the
	meeting (whether in person or by proxy) shall preside over the
	meeting.
	In a General Meeting directly called by the Board of Supervisors,
	the Chairman of the Board of Supervisors serves as the host of
	the meeting. Should the Chairman of the Board of Supervisors
	be unable or fail to perform his or her duties, the supervisor
	nominated by more than half of the supervisors should serve as the
	host and chairman of the General Meeting.
	In a General Meeting directly called by shareholders, the convener
	should nominate a representative to host the General Meeting.

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	During the course of a General Meeting, if the Chairman of the
	meeting is in breach of these Rules and renders it impossible for
	the meeting to continue, with the consent of the shareholders
	present at the meeting and representing more than one half of
	the total voting rights of all shareholders so present, the General
	Meeting may elect one individual to be the Chairman of the
	meeting and the meeting shall continue.
Article 31	During the annual General Meeting, the Board of Directors and
	the Board of Supervisors shall respectively give a report on their
	work in the previous year to the General Meeting, and independent
	directors of the Company shall also make his duty report
	correspondingly.
Article 32	Directors, supervisors and senior management members shall
	make response to and give explanation of the inquiries and
	suggestions made by shareholders at the General Meeting.
Article 33	The Chairman of meeting shall, prior to voting, announce the
	number of shareholders and proxies attending the meeting in
	person as well as the total number of their voting shares, which
	shall be the number of shareholders and proxies attending the
	meeting in person and the total number of their voting shares as
	indicated in the meeting's registration record.
Article 34	Minutes of General Meetings shall be recorded by the secretary to
	the Board of Directors and contain the following items:
	(1) the date, place and agenda of the meeting, and the name of
	the convener;
	(2) the name of the Chairman of the meeting, and the names
	of directors, supervisors, managers and other senior
	management members of the Company attending or present
	at the meeting;
	(3) the number of shares carrying voting rights held respectively
	by holders of domestic shares (including their proxies)
	and holders of overseas-listedforeign-investment shares
	(including their proxies) attending the meeting, and the
	percentage of the total number of shares of the Company they
	represent;

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(4) the discussions in respect of each motion, highlights of the speeches and the voting results on each resolution by holders of domestic shares and holders of overseas listed foreign

	shares;
	(5) details of the queries or recommendations of the shareholders,
	and the corresponding answers or explanations;
	(6) the names of lawyers, counting officers and scrutinizers;
	(7) such other matters which shall be recorded in the minutes of
	the meeting in accordance with the provisions of the Articles
	of Association.
Article 35	The convener shall ensure the truthfulness, accuracy and
	completeness of the minutes of the meeting. Directors, supervisors,
	the secretary to the Board of Directors, the convener or his or her
	representative, and the Chairman of the meeting attending the
	meeting shall sign the minutes of the meeting. The minutes of
	the meeting and the signed attendance record of the shareholders
	who attended in person, the proxy forms and the valid information
	relating to voting online and by other means shall be kept together
	for a term of not less than 10 years.
Article 36	The convener shall ensure that a General Meeting is held
	continuously until final resolutions have been reached. In the event
	that the General Meeting is suspended or the shareholders fail to
	reach any resolution due to force majeure or other special reasons,
	measures shall be taken to resume the meeting as soon as possible
	or the meeting shall be terminated directly and an announcement
	of such termination shall be made promptly. At the same time, the
	convener shall report to the agencies of the securities supervisory
	and regulatory authorities of the state council in the locality of the
	Company and the stock exchanges.

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CHAPTER V VOTING AND RESOLUTION OF GENERAL MEETINGS

Article 37	For the purpose of voting at the General Meeting, a shareholder
	(including proxy) shall exercise voting rights in accordance
	with the number of shares carrying voting rights represented by
	him. Each share shall have one vote which saves for election of
	directors or supervisors where a cumulative voting method as
	is stipulated in the Articles of Association of the Company is
	adopted. The shares of the Company held by itself have no voting
	rights and shall not be counted into the total number of shares
	carrying voting rights at the General Meeting.
	Where any shareholder is, under the listing rules of the listing
	places of the Company as amended from time to time, required to
	abstain from voting on any particular resolution or restricted to
	voting only for or only against any particular resolution, any votes
	cast by or on behalf of such shareholder in contravention of such
	requirement or restriction shall not be counted.
Article 38	Resolutions of the General Meeting are divided into ordinary
	resolutions and special resolutions.
	The ordinary resolutions of a General Meeting shall be passed by
	Shareholders (including proxies) present in person at the meeting
	with more than one-half of the voting shares.
	The special resolutions of a General Meeting shall be passed by
	shareholders (including proxies) present in person at the meeting
	with more than two-thirds of the voting shares.
	Shareholders who attend the meeting (including their proxies)
	shall make an affirmative vote or a dissenting vote on each
	resolution subject to voting. Any abstention votes or abstaining
	from voting shall not be counted as valid votes when the Company
	is counting the voting results of such resolution.
Article 39	Unless otherwise provided by applicable listing rules of the listing
	places of the Company or other securities laws and regulations,
	voting at a General Meeting shall be decided on a show of hands
	unless a poll is (before or after any vote by show of hands)
	demanded by the following persons:
	(1) the Chairman of the meeting;

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(2) at least two shareholders entitled to vote in person or proxies

	with voting rights;
	(3) one or more shareholders (including proxies) separately or
	jointly representing not less than 10% (including 10%) of all
	shares carrying voting rights at the meeting.
	Unless otherwise provided by applicable listing rules of the listing
	places of the Company or other securities laws and regulations
	or a poll is so demanded, a declaration by the chairman of the
	meeting that a resolution has been carried on a show of hands,
	and an entry to that effect in the minutes of the meeting shall be
	conclusive evidence of the fact without proof of the number or
	proportion of the votes recorded in favor or against such resolution
	at the meeting.
	The demand for a poll may be withdrawn by the person who
	makes such demand.
Article 40	A poll demanded on such matters as the election of chairman or
	the adjournment of the meeting, shall be taken forthwith. A poll
	demanded on any other matters shall be taken at such time as the
	chairman may decide, and the meeting may proceed to discuss
	other matters, while the results of the poll shall still be deemed to
	be a resolution of that meeting.
Article 41	On a poll taken at a meeting, a shareholder (including proxy)
	entitled to two or more votes need not cast all his votes for or
	against in the same way.
Article 42	In the case of an equality of votes, whether on a show of hands or
	on a poll, the Chairman of the meeting is entitled to have an extra
	casting vote.
Article 43	The following matters shall be passed by ordinary resolutions of a
	General Meeting:
	(1) to decide on the business policies and investment plans of the
	Company;
	(2) to elect and change directors and decide on matters
	concerning the remuneration of directors;

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	(3)	to elect and change the supervisors who are to be appointed
		from among the shareholders' representatives and decide on
		matters concerning the remuneration of supervisors;
	(4)	to consider and approve reports of the Board of Directors;
	(5)	to consider and approve reports of the Board of Supervisors;
	(6)	to consider and approve the Company's annual financial
		budget plans and final accounting plans;
	(7)	to consider and approve the Company's profit distribution
		plans and plans for making up losses;
	(8)	to pass resolutions on the engagement, dismissal or non-
		renewal of the engagement of accounting firms by the
		Company;
	(9)	to consider and approve changes in the use of raising funds;
	(10)	the matters other than those required by laws, administrative
		regulations or the Articles of Association to be passed by
		special resolutions.
Article 44	The following matters shall be passed by special resolutions of a
	General Meeting:
	(1)	the increase and reduction of the Company's share capital
		and the issue of any class of shares, warrants and other
		similar securities of the Company;
	(2)	the issue of corporate bonds;
	(3)	the division, merger, dissolution, liquidation and material
		acquisition or disposal;
	(4)	the amendments to the Articles of Association;
	(5)	the amendments to the rights of holders of any class of
		shares;
	(6)	to resolve matters relating to the purchase and/or sale by the
		Company within one year of material assets valued at more
		than 25 percent of the Company's total assets;

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(7) provisions of security that laws, administrative regulations, as well as these Articles of Association specify to be approved

	at the Shareholders' General Meeting;
	(8) employee shareholding schemes or equity incentive schemes;
	(9) such other matters as required by laws, administrative
	regulations or the Articles of Association, and passed by
	ordinary resolutions that such matters are of material effects
	to the Company and require adoption of special resolutions.
Article 45	Any resolution passed at the General Meeting shall be in
	compliance with the China's laws, administrative regulations and
	relevant regulations under the Articles of Association.
Article 46	The Company may provide conveniences to shareholders to
	facilitate their participation in the General Meeting through
	various means and approaches, including giving priority to on-
	line voting platform, provided that the legality and validity of the
	General Meeting are assured.
Article 47	The chairman of a General Meeting shall determine whether or
	not a resolution tabled at the General Meeting has been adopted.
	His decision shall be final and conclusive and shall be announced
	at the meeting and recorded in the minutes of the meeting. The
	Company shall announce the resolutions passed at the General
	Meeting in accordance with the applicable laws and relevant
	requirements of the stock exchange(s) on which the Company's
	shares are listed.
Article 48	Prior to the formal announcement of voting results, the Company,
	counting officers, scrutinizers, major shareholders, internet service
	provider and other relevant parties in relation to voting at on-site
	General Meeting, online or by other means shall be obliged to
	keep the voting results confidential.
Article 49	Shareholders attending the General Meeting shall submit their
	voting on the proposals in the one of the following ways: "for",
	"against" or "abstain".
	Ballot papers that are left in blank, unduly completed or illegible
	or that have not been used shall be deemed to be waiver by the
	voter, and the voting results corresponding to the number of shares
	they hold shall be treated as "abstain from voting".

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Article 50	In the event that the Chairman of the meeting has any doubt as
	to the result of a resolution put forward to the vote, he or she
	may have the votes counted. In the event that the Chairman of
	the meeting fails to have the votes counted, any shareholder
	present in person or by proxy objects to the result announced
	by the Chairman of the meeting may demand that the votes be
	counted immediately after the declaration of the voting result, the
	chairman of the meeting shall have the votes counted immediately.
	In the event that the votes are counted at the General Meeting, the
	counting results shall be recorded in the minutes of the meeting.
Article 51	The minutes of the General Meetings shall be recorded by the
	secretary to the Board of Directors and signed by directors,
	supervisors, secretary to the Board of Directors, the convener or
	their representative and host (Chairman of the meeting) attending
	the meeting. Resolutions passed at the General Meeting shall be
	produced in a summary of the meeting. Minutes and summaries
	of the meeting shall be produced in Chinese. The minutes of
	the meeting together with the attendance book for shareholders'
	signing and the proxy forms for proxies attending the meeting
	shall be kept at the domicile of the Company for a term not less
	than 10 years.
Article 52	Copies of the minutes of meetings shall be made available and
	free of charge for inspection by shareholders during the business
	hours of the Company. If any Shareholder requests for a copy of
	any minutes, the Company shall send a copy to him within 7 days
	after receipt of reasonable charges.
Article 53	In convening a General Meeting, the Company shall engage
	a lawyer to attend the General Meeting and provide opinions
	and announce the same on the following issues: (1)whether the
	convening and convening procedures of the General Meeting
	comply with the laws, administrative regulations and the Articles
	of Association; (2) whether the attendants and convener of the
	meeting are legal and eligible; (3) whether the voting procedures
	and voting results of the General Meeting are legal and valid; (4)
	legal opinions on other issues upon request by the Company.

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Article 54	The resolutions of the General Meeting shall be announced in a
	timely manner, and the announcement shall indicate the number
	of shareholders and proxies that attended the meeting, the total
	amount of their voting shares and its proportion to the total share
	capital carrying voting rights of the Company, and the voting
	method, voting results of each resolution and detailed contents of
	each passed resolution.
Article 55	Where a proposal has not been adopted or the resolution of
	any previous General Meeting has been modified in the current
	General Meeting, a special explanation shall be given in the
	announcement on the resolutions of the General Meeting.
Article 56	Where the proposals on the election of directors and supervisors
	have been adopted at the General Meeting, the terms of office of
	new directors and supervisors shall take effect on the date that
	resolutions of the General Meeting are passed.
CHAPTER VI SPECIAL PROCEDURES FOR VOTING BY CLASS
	SHAREHOLDERS
Article 57	Shareholders holding different classes of shares shall be class
	shareholders.
	Class shareholders shall enjoy the rights and assume obligations
	pursuant to the provisions of laws, administrative regulations and
	the Articles of Association.
Article 58	Any variation or abrogation of the rights of any class of
	shareholders proposed by the Company may only come into effect
	upon the adoption of a special resolution at a General Meeting and
	approval by the affected shareholders of that class at a separate
	meeting held as required by the requirements of these Rules.
Article 59	The following circumstances shall be deemed to be variation or
	abrogation of the rights of shareholders of a certain class:

(1) to increase or decrease the number of shares of a particular class, or increase or decrease the number of shares of another class having rights on voting, distribution or other privileges equal or superior to those of the shares of such class;

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1. to effect an exchange of all or part of shares of such class into shares of another classes, or to effect an exchange of all or part of the shares of another classes into shares of such class, or grant a right of such exchange;
2. to remove or reduce rights to accrued dividends or cumulative dividends attached to shares of such class;
3. to reduce or remove the rights to a dividend preference or a liquidation preference to distribution of property attached to shares of such class;
4. to add, remove or reduce the rights to conversion, options, voting, transfer, pre-emptive rights to placement and acquire securities of the Company attached to shares of such class;
5. to remove or reduce rights to receive payment payable by the Company in particular currencies attached to shares of such class;
6. to create a new class of shares having rights on voting, distribution or other privileges equal or superior to those of the shares of such class;
7. to restrict the transfer or ownership of the shares of such class or add to such restrictions;
8. to issue subscription rights or share conversion rights for shares of such class or another class;
9. to increase the rights and privileges of shares of another class;
10. to restructure the Company where the proposed restructuring scheme will result in different classes of shareholders bearing a disproportionate burden of obligations of such restructuring;
11. to vary or abrogate the terms provided in this chapter.

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Article 60	Shareholders of the affected class, whether or not having the right
	to vote at the General Meeting, shall nevertheless have the right
	to vote at class meetings on matters concerning in clause (2) to
	(8) and (11) to (12) of Article 59 of these Rules, but interested
	shareholders shall not be entitled to vote at class meetings.
	The interested shareholders mentioned in the preceding paragraph
	shall have the following meanings:
	(1) in the case of a repurchase of the Company's own shares by
	offers to all shareholders pro rata or a public dealing on a
	stock exchange in accordance with Article 31 of the Articles
	of Association, "interested shareholders" shall refer to the
	controlling shareholders as defined in Articles 59 of the
	Articles of Association;
	(2) in the case of a repurchase of its own shares by an off-market
	agreement in accordance with Article 31 of the Articles
	of Association, "interested shareholders" shall refer to the
	Shareholders to which the proposed agreement relates;
	(3) in the case of a restructuring plan of the Company, "interested
	shareholders" shall refer to shareholders within a class who
	bear liabilities less than the proportion burden imposed
	on other shareholders of that class or who have interests
	different from those held by Shareholders of the same class.
Article 61	A resolution of the class meeting shall be passed by equities
	representing more than two-thirds of voting rights of shareholders
	present in the meeting.
	Where any shareholder is, under the listing rules of the listing
	places of the Company as amended from time to time, required
	to abstain from voting on any particular resolution of a class
	meeting or restricted to voting only for or only against any
	particular resolution of a class meeting, any votes cast by or on
	behalf of such shareholder in contravention of such requirement or
	restriction shall not be counted.

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Article 62	Written notice of a class meeting convened by the Company shall
	be dispatched 45 days (including the date on which the meeting
	is held) prior to the date of the class meeting to all Shareholders
	of such class whose names appear on the register of members,
	specifying the matters to be considered and the date and place of
	the meeting. Shareholders who intend to attend the meeting shall
	serve on the Company written replies of their intention to attend
	20 days prior to the date of the meeting.
	If the number of voting shares at such meeting held by
	shareholders who intend to attend such meeting reaches more than
	one-half of the total number of voting shares of this class at such
	meeting, the Company may hold such class meeting; if this cannot
	be attained, the Company shall further notify the shareholders by
	way of announcement within 5 days thereof specifying the matters
	to be considered and the date and place of the meeting. After such
	announcement has been given, the Company may then hold the
	class meeting.
Article 63	Notices of the class meeting only need to be served on
	shareholders entitled to vote thereat.
	The procedures for holding the class meeting shall be similar to
	those for holding the General Meeting as far as possible, and the
	provisions in the Articles of Association relating to the procedures
	for a General Meeting shall apply to the class meeting.
Article 64	Save for shareholders of shares of other classes, the holders of
	domestic shares and holders of overseas-listedforeign-investment
	shares are deemed to be different classes of shareholders.
	The special procedures for voting by class shareholders shall not
	apply in the following circumstances:
	(1) where the Company issues, upon approval by a special
	resolution at a General Meeting, domestic shares and
	overseas-listed foreign shares once every 12 months, either
	separately or concurrently, and the respective numbers of
	domestic shares and overseas-listedforeign-investment shares
	proposed to be issued do not exceed 20% of the respective
	numbers of the issued domestic shares and overseas-listed
	foreign shares;

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	(2) where the Company's plan to issue domestic shares and
	overseas listed foreign-investment shares at the time of
	incorporation is carried out within 15 months from the date
	of approval by the securities regulatory authorities of the
	State Council.
CHAPTER VII	AUTHORIZATION TO THE BOARD OF DIRECTORS BY
	GENERAL MEETING
Article 65	The General Meeting may grant authorization to the Board of
	Directors by passing resolutions.
Article 66	Issues which require approval by General Meeting as stipulated
	by laws, administrative regulations, departmental rules, relevant
	regulations of the securities regulatory authorities of the places
	where the shares of the Company are listed as well as the Articles
	of Association shall be considered at the General Meeting in order
	to protect the decision-making power of the Shareholders of the
	Company. Under necessary, reasonable and legal circumstances,
	the General Meeting may authorize the Board of Directors
	to determine specific issues relating to matters which shall
	be resolved but cannot or is unnecessary to be decided upon
	immediately at such General Meeting. An authorization to the
	Board of Directors by the General Meeting that falls into the
	scope of an ordinary resolution shall be approved by Shareholders
	(including their proxies) representing more than half of the voting
	rights present at the General Meeting. An authorization to the
	Board of Directors that falls into the scope of a special resolution
	shall be approved by shareholders (including their proxies)
	representing not less than two-thirds of the voting rights present
	at the General Meeting. The contents of the authorization shall be
	clear and specific.
Article 67	When deciding on issues so authorized, the Board of Directors
	shall discuss and verify the matters thoroughly and may appoint
	intermediaries to provide advice, if necessary, to ensure scientific
	and reasonable decision-making on the matters.
	The Board of Directors, in the course of decision-making of
	authorized issues, shall fulfill its obligation of information
	disclosure, and be under the supervision of shareholders,
	the supervisory committee and relevant securities regulatory
	authorities on its own initiative.

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Article 68	The Board of Directors shall complete the dividend (or share)
	distribution (or conversion of cash) within 2 months in which the
	proposal of profit distribution and conversion of capital reserve to
	share capital is passed at the General Meeting.
	CHAPTER VIII SUPPLEMENTARY PROVISIONS
Article 69	For any matters not contained herein or any discrepancies between
	these Rules and the relevant laws, administrative regulations, other
	relevant normative documents, listing rules of the listing places
	of the Company and the provisions of the Articles of Association,
	the laws, administrative regulations, other relevant normative
	documents, listing rules of the listing places of the Company and
	the provisions of the Articles of Association shall prevail.
Article 70	These Rules forms an appendix to the Company's Articles of
	Association. These Rules is prepared by the Board of Directors,
	and shall become effective after being approved by the General
	Meeting by way of a special resolution. Any modification to these
	Rules shall be made through an amendment proposed by the Board
	of Directors and submitted to the General Meeting for approval by
	way of a special resolution. The Board of Directors is authorized
	to interpret these Rules by the General Meeting.

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