Chengdu Expressway : ARTICLES OF ASSOCIATION OF CHENGDU EXPRESSWAY CO., LTD.

Chengdu Expressway Co., Ltd.

成 都 高 速 公 路 股 份 有 限 公 司

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 01785)

ARTICLES OF ASSOCIATION

OF

CHENGDU EXPRESSWAY CO., LTD.

As amended and approved at the extraordinary general meeting held on 7 August 2020

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	CONTENTS
CHAPTER I	GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . .	4
CHAPTER II	PURPOSE AND SCOPE OF BUSINESS . . . . . . . . . . . . . .	6
CHAPTER III	SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
CHAPTER IV	REDUCTION OF CAPITAL AND REPURCHASE
	OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
CHAPTER V	FINANCIAL ASSISTANCE FOR ACQUISITION
	OF THE COMPANY'S SHARES . . . . . . . . . . . . . . . . . . .	13
CHAPTER VI	SHARES AND REGISTER OF SHAREHOLDERS . . . . .	15
CHAPTER VII	RIGHTS AND OBLIGATIONS OF SHAREHOLDERS .	22
CHAPTER VIII	GENERAL MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . . .	28
CHAPTER IX	SPECIAL PROCEDURES FOR VOTING BY CLASS
	SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	47
CHAPTER X	THE BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . .	51
SECTION I	DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	51
SECTION II	INDEPENDENT NON-EXECUTIVE DIRECTORS . . . . .	52
SECTION III	BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . .	55
SECTION IV	SPECIAL COMMITTEES OF THE BOARD OF
	DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	61
CHAPTER XI	SECRETARY OF THE BOARD OF DIRECTORS OF
	THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	62
CHAPTER XII	GENERAL MANAGER OF THE COMPANY . . . . . . . . .	62
CHAPTER XIII	BOARD OF SUPERVISORS . . . . . . . . . . . . . . . . . . . . . . .	64
CHAPTER XIV	QUALIFICATIONS AND DUTIES OF
	DIRECTORS, SUPERVISORS,
	GENERAL MANAGER AND OTHER SENIOR
	MANAGEMENT MEMBERS OF THE COMPANY . . . .	67

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CHAPTER XV	PARTY ORGANIZATION AND PARTY BUILDING . . .	78
CHAPTER XVI	FINANCIAL AND ACCOUNTING SYSTEMS
	AND PROFITS DISTRIBUTION . . . . . . . . . . . . . . . . . . .	81
CHAPTER XVII	ENGAGEMENT OF ACCOUNTING FIRM . . . . . . . . . . .	87
CHAPTER XVIII	LABOR UNION AND COMMUNIST
	YOUTH LEAGUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	90
CHAPTER XIX	MERGER, DIVISION, CAPITAL INCREASE
	AND CAPITAL REDUCTION OF THE COMPANY . . . .	91
CHAPTER XX	DISSOLUTION AND LIQUIDATION
	OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	92
CHAPTER XXI	PROCEDURES FOR AMENDMENTS TO
	THE ARTICLES OF ASSOCIATION OF
	THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	96
CHAPTER XXII	NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	97
CHAPTER XXIII	SETTLEMENT OF DISPUTES . . . . . . . . . . . . . . . . . . . . .	99
CHAPTER XXIV	SUPPLEMENTARY PROVISIONS . . . . . . . . . . . . . . . . .	101

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	CHAPTER I GENERAL PROVISIONS
Article 1	To safeguard the legitimate rights and interests of Chengdu
	Expressway Co., Ltd. (the "Company"), its shareholders and
	creditors, and to regulate the organization and activities of the
	Company, these Articles of Association are hereby formulated, in
	accordance with the Company Law of the People's Republic of
	China (the "Company Law"), the Securities Law of the People's
	Republic of China (the "Securities Law"), the Special Regulations
	of the State Council on Overseas Offering and Listing by Joint
	Stock Limited Companies (the "Special Regulations"), the
	Mandatory Provisions for Articles of Association of Companies to
	be Listed Overseas (the "Mandatory Provisions"), the Guidelines
	on Articles of Association of Listed Companies (the "Guidelines
	on Articles of Association"), the Letter of Opinion on the
	Supplementation and Amendment to Articles of Association of
	Companies Listing in Hong Kong (the "Letter of Opinion on
	Amendment"), the Rules Governing the Listing of Securities
	on the Stock Exchange of Hong Kong Limited (the "HK Listing
	Rules") and the Official Reply of the State Council on Adjusting
	the Notice Period for the General Meeting of Shareholders and
	Other Matters Applicable to Companies Listed Abroad 《( 國務院
	關於調整適用在境外上市公司召開股東大會通知期限等
	事項規定的批覆》) and other relevant regulations.
Article 2	The Company is a joint stock company with limited liability
	incorporated pursuant to the Company Law , the Special
	Regulations and other relevant laws, administrative regulations
	and normative documents of China.
	The Company was incorporated by means of promotion in
	accordance with the Reply of the State-owned Assets Supervision
	and Administration Commission of Chengdu Municipal
	Government for Agreeing to the Shareholding System Reform
	Plan of Chengdu Chengguan Expressway Co., Ltd. (C. G. Z. P.
	[2016] No. 90) issued by the State-owned Assets Supervision and
	Administration Commission of Chengdu Municipal Government.
	The Company registered with, and obtained the Business License
	from the Chengdu Administration for Industry and Commerce on
	December 21, 2016, with its uniform social credit code numbered
	91510100709239553X.
	The Company's promoters are Chengdu Expressway Construction
	and Development Co., Ltd. and Chengdu Communications
	Investment Group Co., Ltd.

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Article 3	Registration name of the Company:
	Chinese Name: 成都高速公路股份有限公司
	English Name: Chengdu Expressway Co., Ltd.
Article 4	Corporate Domicile: 9th Floor, Youyi Data Building, No. 28
	Jingyuan East Road, Deyuan Town (Jingrong Town), Pidu District,
	Chengdu
	Postal Code: 611730
	Tel.: [phone]
	Fax: [phone]
Article 5	The legal representative of the Company is the chairman of the
	Board of Directors of the Company.
Article 6	The Company is a joint stock company with limited liability which
	exists in perpetuity.
	The Company is an independent corporate legal person, has
	independent corporate property, enjoys corporate property rights,
	has civil rights according to law, and bears civil liability.
	The total capital of the Company is divided into shares of equal
	value. The shareholders shall be liable to the Company to the
	extent of the shares they subscribed, and the Company shall be
	responsible for its debts with all its assets.
Article 7	The Company shall establish a party organization and carry
	out party activities in accordance with the provisions of the
	Constitution of the Communist Party of China . The Company's
	party organization is an integral part of the Company's corporate
	governance structure.
Article 8	These Articles of Association shall be passed by the shareholders'
	general meetings and become effective from the date of listing
	and commencement of dealings of overseas listed foreign shares
	(H Shares) issued by the Company on the Stock Exchange of
	Hong Kong Limited (the "SEHK"). From the date when these
	Articles of Association become effective, the original articles of
	association of the Company will automatically become invalid.
	These Articles of Association shall be a legally binding document
	that regulates the organization and activities of the Company as
	well as the rights and obligations between the Company and the
	shareholders and among the shareholders from the date when these
	Articles of Association become effective.

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Article 9	These Articles of Association shall be binding on the Company
	and its shareholders, directors, supervisors and senior management
	members. All the above persons may assert claims in connection
	with the Company's matters in accordance with these Articles of
	Association.
	In accordance with these Articles of Association, shareholders
	may sue the Company; the Company may sue its shareholders,
	directors, supervisors, general manager and other senior
	management members of the Company; shareholders may
	sue other shareholders; shareholders may sue the directors,
	supervisors, general manager and other senior management
	members of the Company.
	The term "sue" in the preceding paragraph shall include the
	initiation of proceedings in a court or the application of arbitration
	submitted to an arbitration organization.
	The term "other senior management members" in the preceding
	paragraph shall include the deputy general manager(s), chief
	financial officer, secretary of the Board of Directors and chief
	engineer.
Article 10	The Company may invest in other companies with limited liability
	or joint stock companies with limited liabilities, and shall be
	responsible for the invested companies to the extent of its amount
	of investment.
	Unless otherwise specified by laws, the Company shall not be an
	investor jointly and severally liable for the debts of the invested
	companies.
	CHAPTER II PURPOSE AND SCOPE OF BUSINESS
Article 11	The Company's business purpose: In accordance with national
	laws, regulations and relevant international practices, the Company
	adopts a standardized operation mode of joint stock companies,
	gives full play to the shareholding system and diversified business
	advantages on the basis of integrity and creditability, with the
	principle of lawful operation, continuously improves its operation
	and management, promotes its overall development, makes efforts
	to ensure the safety and value-added investment of all shareholders
	who may obtain satisfied returns, ensures the long-lasting career
	development of employees, and creates good social benefits.

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Article 12	The Company's scope of business registered pursuant to the law
	is: Design, construction, maintenance, operation, management,
	technical consultation and ancillary services for high-grade
	highways, bridges, tunnels, and other infrastructure; construction
	of service areas associated with high-grade highways, refueling
	gas stations; logistics services; design, produce, release, distribute
	various domestic advertisements; car rescue and cleaning; land
	consolidation; real estate development; landscaping (any projects
	that require approval as stipulated by laws should only be engaged
	in until all required approvals have been granted by the relevant
	authorities).
	CHAPTER III SHARES
Article 13	The Company has ordinary shares at all times; it may have
	other types of shares subject to its needs and approval of the
	examination and approval authorities authorized by the State
	Council.
Article 14	All the shares issued by the Company shall have a par value
	denominated in Renminbi which shall be RMB1.00 per share.
	"Renminbi" referred to in the preceding paragraph means the
	lawful currency of the People's Republic of China.
Article 15	Subject to the approval of the China Securities Regulatory
	Commission (the "CSRC"), the Company may issue its shares to
	domestic and foreign investors.
	The term "foreign investors" referred to in the preceding paragraph
	shall mean the investors from foreign countries and from the
	regions of Hong Kong, Macau and Taiwan that subscribe for the
	shares issued by the Company, and the term "domestic investors"
	shall mean the investors within the territory of the People's
	Republic of China, excluding the abovementioned regions, that
	subscribe for the shares issued by the Company.
Article 16	Shares issued by the Company to domestic investors to be
	subscribed for in Renminbi shall be referred to as domestic
	shares. Shares issued by the Company to foreign investors to be
	subscribed for in foreign currency shall be referred to as foreign
	shares. Foreign shares that are traded overseas shall be referred to
	as overseas listed foreign shares.

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	The term "foreign currency" referred to in the preceding paragraph
	shall mean the lawful currency of other countries or regions other
	than Renminbi that can be used to make payment to the Company,
	as approved by the foreign state exchange authority.
	The foreign shares issued by the Company listed on the SEHK
	shall be referred to as H-shares.H-shares are the shares that are
	listed on the SEHK after approval, with the par value denominated
	in Renminbi, to be subscribed for and traded in Hong Kong
	Dollars.
	Subject to the approval of the CSRC, domestic shares held by
	the shareholders of the Company may be transferred to foreign
	investors and can be listed and traded on the overseas stock
	exchange(s). The listing and trading of above shares in overseas
	stock exchange(s) shall comply with the regulatory procedures,
	provisions and requirements of overseas securities market(s). The
	listing and trading of the transferred shares on an overseas stock
	exchange does not require a class meeting to be held for voting.
	The domestic shares issued by the Company shall be held in
	custody by China Securities Depository and Clearing Corporation
	Limited. The Company's H-shares are mainly held in custody by
	Hong Kong Securities Clearing Company Limited.
Article 17	With the approval of the corporate examination and approval
	department authorized by the State Council and the state-owned
	assets supervision department, the total number of ordinary
	shares that the Company can issue is 1.2 billion at the time
	of incorporation, and all the above shares were issued to the
	promoters, namely Chengdu Expressway Construction and
	Development Co., Ltd. and Chengdu Communication Investment
	Group Co., Ltd., accounting for 100% of the total number of
	ordinary shares issued by the Company at that time.
Article 18	The Company issued overseas listed foreign shares to foreign
	investors for the first time upon the approval by the CSRC on
	September 30, 2018. Wherein, the Company issued 460,000,000
	new shares. The Company was listed on the SEHK on January 15,
	2019.

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	The Company issued a total of 456,102,000 overseas listed
	foreign shares. After the completion of the above mentioned
	overseas listed foreign shares issuance, the Company's share
	capital structure is: all are ordinary shares with a total number
	of 1,656,102,000 shares. Among them, Chengdu Expressway
	Construction and Development Co., Ltd., the promoter, holds
	900,000,000 shares, accounting for 54.34% of the total number of
	issued ordinary shares of the Company; Chengdu Communications
	Investment Group Co., Ltd. holds 300,000,000 shares, accounting
	for 18.12% of the total number of issued ordinary shares of the
	Company; and the shareholders of overseas listed foreign shares
	hold 456,102,000 shares, accounting for 27.54% of the total
	number of issued ordinary shares of the Company.
Article 19	Upon approval of the securities regulatory authorities under
	the State Council for the plan for issuance of overseas listed
	foreign shares and domestic shares, the Board of Directors of the
	Company may make arrangements for implementation of the plan
	for separate issuance.
	The Company's plan for separate issuance of overseas listed
	foreign shares and domestic shares pursuant to the preceding
	paragraph may be implemented separately within fifteen months
	from the date of approval by the securities regulatory authority of
	the State Council.
Article 20	Where the Company issues the overseas listed foreign shares
	and domestic listed domestic shares respectively within the total
	number of shares as stated in the issuance plan, each such share
	shall be subscribed for in full at one time respectively. Where
	there is special circumstance that makes it impossible to be
	subscribed for in full at one time, the shares may be issued in
	several times, subject to the approval of the securities regulatory
	authority of the State Council.
Article 21	The registered share capital of the Company is RMB1,656,102,000.
Article 22	The Company may approve capital increase depending on its
	business and development requirements in accordance with the
	relevant provisions of these Articles of Association.
	The Company may increase its capital by following ways:
	(i) Offering new shares to non-specific investors;
	(ii) Placing new shares to its existing shareholders;

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	(iii)	Distributing new shares to its existing shareholders;
	(iv)	By any other means permitted by laws, administrative
		regulations and approved by the securities regulatory
		authority of the State Council.
	The Company's increase of capital by issuing new shares shall,
	after being approved in accordance with the provisions of
	these Articles of Association, be conducted in accordance with
	the procedures stipulated by relevant laws and administrative
	regulations of the State.
Article 23	Unless otherwise provided by laws, administrative regulations
	and listing rules of the place where the shares of the Company are
	listed, the Company's shares are freely transferable without any
	lien. Any transfer of overseas listed foreign shares listed in the
	SEHK must be registered with the Hong Kong stock registration
	authority authorized by the Company.
CHAPTER IV	REDUCTION OF CAPITAL AND REPURCHASE OF
		SHARES
Article 24	The Company may reduce its registered capital in accordance with
	the provisions of these Articles of Association.
Article 25	Where the Company reduces its registered capital, it must prepare
	a balance sheet and a list of its assets.
	The Company shall notify its creditors within ten days of adoption
	of the resolution to reduce its registered share capital and shall
	publish announcement of such resolution on the newspapers at
	least three times within thirty days. Creditors have the right,
	within thirty days of receipt of the notice or within forty-five days
	of the date of the announcement in the case of failure of receipt of
	the notice, to require the Company to pay off its debts in full or to
	provide a corresponding guarantee for repayment.
	The reduced registered capital of the Company may not be less
	than the statutory minimum limit.
Article 26	The Company may, repurchase its outstanding shares according
	to the procedures provided in these Articles of Association, after
	the submission to and approval by the relevant competent state
	authorities under the following circumstances:

(i) Canceling shares in order to reduce the registered share capital of the Company;

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	(ii)	Merging with another company that holds shares of the
		Company;
	(iii)	Granting shares to employees of the Company as incentives;
	(iv)	Requiring the Company to acquire the shares held by
		shareholders who vote against any resolution proposed
		at general meetings concerning merger or division of the
		Company; and
	(v)	Other circumstances as permitted by laws, administrative
		regulations, and regulatory rules of the place where the
		shares of the Company are listed.
Article 27	The Company may, after approval by the competent authorities
	of the state, conduct the share repurchase in any of the following
	manners:
	(i)	Make an offer of repurchase in the same proportion to all of
		its shareholders;
	(ii)	Repurchase shares through public trading on a stock
		exchange;
	(iii)	Repurchase through agreements out of a stock exchange;
	(iv)	Other circumstances as permitted by the laws, administrative
		regulations and approval authority authorized by the State
		Council.
Article 28	Where the Company repurchases its shares through agreements,
	out of a stock exchange prior approval of the shareholders' general
	meetings shall be obtained in accordance with these Articles of
	Association. Upon prior approval of the shareholders' general
	meetings obtained in the same manner, the Company may rescind
	or change contracts concluded in the manner set forth above or
	waive any of its rights thereunder.

The agreement of share repurchase as referred to in the preceding paragraph includes (but not limited to), an agreement whereby the repurchase obligation is undertaken and repurchase right is acquired.

The Company shall not assign a contract to repurchase its shares or any of its rights thereunder.

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	To the extent that the Company has redeemable shares that the
	Company has the right to repurchase, if they are not repurchased
	through market or by tender, the price of these shares shall not
	exceed the highest price limit; if they are repurchased by tender,
	the proposal for tender must be sent to all shareholders on equal
	conditions.
Article 29	Any repurchase by the Company of its shares for the reasons as set
	out in items (i), (ii) and (iii) of Article 26 hereof shall be subject
	to adoption of a resolution by the general meetings.
	For any shares repurchased by the Company pursuant to Article
	26 hereof, the shares repurchased under item (i) shall be cancelled
	within ten days from the date of repurchase; the shares, falling
	under the circumstances as set out in items (ii) and (iv), shall be
	transferred or cancelled within six months.
	Any share repurchased by the Company pursuant to item (iii) of
	Article 26 hereof shall not exceed 5% of the total number of shares
	issued by the Company; payment by the Company for repurchase
	shall be made out of the after-tax profit of the Company; and the
	shares repurchased shall be transferred to the employees within
	one year.
Article 30	Unless the Company goes into liquidation, it must comply with the
	following provisions in respect of repurchase of its outstanding
	shares:
	(i) Where the Company repurchases its shares at par value, the
	amount thereof shall be deducted from the book balance of
	the distributable profits of the Company or from the proceeds
	of a new issuance of shares made to repurchase old shares;
	(ii) Where the Company repurchases its shares at a price
	higher than the par value, the amount corresponding to
	the par value shall be deducted from the book balance of
	distributable profits of the Company or from the proceeds
	of a new issuance of shares made to repurchase old shares.
	The portion in excess of the par value shall be handled as
	follows:
	1.	Where the shares repurchased are issued at their par
		value, the amount shall be deducted from the book
		balance of the distributable profits of the Company;

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2. Where the shares repurchased are issued at a price higher than their par value, the amount shall be deducted from the book balance of the distributable profits of the Company or from the proceeds of a new issuance of shares made to repurchase old shares, provided that the amount deducted from the proceeds of the new issuance of shares shall not exceed the aggregate of premiums obtained at the time of issuance of the shares repurchased nor the amount in the Company's premium account (or capital reserve account) (including the premiums from the new issue

			of shares) at the time of such repurchase;
	(iii)	Payment by the Company for the purposes set forth below
		shall be made out of the Company's distributable profits:
		1.	Acquisition of rights to repurchase its shares;
		2.	Variation of any contract for repurchase of its shares;
		3.	Release of any of its obligations under any repurchase
			contract.
	(iv)	After the Company's registered capital has been reduced
		by the total par value of the cancelled shares in accordance
		with the relevant provisions, the amount deducted from the
		distributable profits for payment of the par value portion of
		the shares repurchased shall be transferred to the Company's
		share premium account (or capital reserve account).
CHAPTER V FINANCIAL ASSISTANCE FOR ACQUISITION OF
		THE COMPANY'S SHARES
Article 31	The Company or its subsidiaries shall not at any time provide
	any financial assistance in any form to purchasers or potential
	purchasers of the Company's shares. Purchasers of the Company's
	shares as referred to above include the persons that directly or
	indirectly assume any obligations for purchasing the Company's
	shares.

The Company or its subsidiaries shall not, by any means at any time, provide financial assistance to the above obligators in order to reduce or discharge their obligations.

The provisions in this Article shall not apply to the circumstances described in Article 33 of this Chapter.

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Article 32	The term "financial assistance" referred to in this Chapter shall
	include (but not limited to) the following forms:
	(i)	Gifts;
	(ii)	Guarantees (including the undertaking of liability or
		provision of property by the guarantor in order to secure the
		performance of obligations by the obligator), or indemnity
		(not including, however, indemnity arising from the
		Company's own fault) or release or waiver of any rights;
	(iii)	Provision of a loan or conclusion of a contract under which
		the obligations of the company are to be fulfilled prior to the
		obligations of the other party to the contract, or a change in
		the party to such loan or contract, or the assignment of rights
		arising under such loan or contract; and
	(iv)	Financial assistance in any other form when the Company is
		insolvent or has no net assets or when such assistance would
		lead to a material reduction in the net assets of the Company.
	The term "undertake obligations" referred to in this Chapter
	shall include the undertaking of obligations by the obligator by
	concluding a contract or making an arrangement (whether or
	not such contract or arrangement is enforceable and whether or
	not such obligation is undertaken by the obligator individually
	or together with any other person) or by changing its financial
	position in any other way.
Article 33	The acts listed below shall not be deemed to be prohibited under
	Article 31:
	(i)	The Company provides the relevant financial assistance
		truthfully for the interests of the Company, and the major
		purpose of the financial assistance is not to purchase shares
		of the Company, or the financial assistance is an incidental
		part of an overall plan of the Company;
	(ii)	Lawful distribution of the Company's property in the form
		of dividends;
	(iii)	Distribution of dividends in the form of shares;
	(iv)	Reduction of registered capital, repurchase of shares,
		adjustment of shareholding structure etc., in accordance with
		these Articles of Association;

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(v) Provision of a loan by the Company within its scope of business and in the ordinary course of its business (provided that the net assets of the Company are not thereby reduced or that, to the extent that the assets are reduced, the financial assistance is provided out of the distributable profits of the Company); and

(vi) Provision of money by the Company for an employee shareholding scheme (provided that the net assets of the Company are not thereby reduced or that, to the extent that the assets are reduced, the financial assistance is provided out of the distributable profits of the Company).

CHAPTER VI	SHARES AND REGISTER OF SHAREHOLDERS
Article 34	The Company's share certificates shall be in registered form.
	In addition to those provided in the Company Law , a share
	certificate of the Company shall also contain any other items
	required to be specified by the Special Regulations and the stock
	exchange(s) on which the shares of the Company are listed.
	The overseas listed foreign shares issued by the Company may
	be in the form of overseas depository receipts or other derivative
	forms of shares in accordance with the laws and practices for
	securities registration and depository of the place where the shares
	of the Company are listed.
Article 35	During the listing of the H-shares on the SEHK, the Company
	must ensure that it owns all ownership documents (including
	H-shares) in relation to all its securities listed on the SEHK
	include the following statement, and instruct and cause its share
	transfer registry to refuse to register the subscription, purchase
	or transfer of its shares under the name of any individual holder
	unless and until such individual holder submits the appropriately
	signed form for such shares to the share transfer registry, and the
	form must include the following statements:
	(i) The share purchaser and the Company and each of its
	shareholders, and the company and each shareholder all agree
	to comply with the Company Law , the Special Regulations
	and other relevant laws, administrative regulations and these
	Articles of Association.

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	(ii)	The share purchaser and the Company and each of its
		shareholders, directors, supervisors and senior management
		members agree, and the company acting on behalf of the
		Company itself and each of directors, supervisors and senior
		management members also agree with each shareholder,
		to submit to the arbitration organization for arbitration in
		accordance with these Articles of Association in respect of
		any disputes or claims arising from the rights or obligations
		provided for by these Articles of Association or the Company
		Law or other relevant laws or administrative regulations
		and in connection with the affairs of the Company, and
		any arbitration submitted shall be deemed to authorize the
		arbitral tribunal to conduct a public hearing and publish its
		award. The arbitral award shall be final and conclusive.
	(iii)	The share purchaser and the Company and each of its
		shareholders agree that the shares of the Company could be
		freely transferred by its holders.
	(iv)	The share purchaser authorizes the Company to, on his/her
		behalf, enter into any contract with each director and senior
		management member, whereby each director and senior
		management member shall undertake to comply with and
		perform the responsibilities to the shareholders as specified
		in these Articles of Association.
Article 36	The Company's shares may be transferred, donated, inherited
	and pledged in accordance with the relevant laws, administrative
	regulations, the regulatory rules of the place where the Company's
	shares are listed and these Articles of Association. The transfer
	documents and other documents concerning the ownership of
	shares shall be registered with the share registration agency
	entrusted by the Company.
Article 37	The share certificates shall be signed by the chairman of the Board
	of Directors. Where the signatures of other senior management
	members of the Company are required by the stock exchange on
	which the shares of the Company are listed, the share certificates
	shall also be signed by such other senior management members.
	The share certificates shall take effect after the Company's seal is
	affixed thereto or printed thereon. The share certificates shall only
	be affixed with the Company's seal under the authorization of the
	Board of Directors. The signatures of the chairman of the Board
	of Directors of the Company or other relevant senior management
	members on the share certificates may also be in printed form.

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	Under the condition that the shares of the Company are issued and
	traded without paper, the applicable provisions of the securities
	regulatory authority and stock exchanges where the Company's
	shares are listed shall apply additionally.
Article 38	Shares of the Company held by the promoters shall not be
	transferred within one year from the date of the establishment
	of the Company. Shares issued prior to the public offering of
	shares by the Company shall not be transferred within one year
	from the date the shares of the Company were listed on the stock
	exchange(s).
	During their tenure, directors, supervisors and senior management
	members of the Company shall report to the Company their
	shareholdings in the Company and changes therein and shall not
	transfer more than twenty-five percent of the total number of
	shares held by them each year. The shares held by them shall not
	be transferred within one year from the date on which the shares of
	the Company are listed and traded on the stock exchange(s). The
	aforesaid person(s) shall not transfer the shares of the Company
	held by them within six months commencing from the termination
	of their service.
Article 39	Any gains from sale of shares of the Company by any directors,
	supervisors, senior management members or shareholders holding
	five percent or more of the shares of the Company within six
	months after their purchase of the same, and any gains from
	purchase of shares of the Company by any of the aforesaid parties
	within six months after sale of the same, shall be disgorged to
	the Company. The Company's Board of Directors shall forfeit
	such gains from the abovementioned parties. However, if a
	securities company holds five percent or more of shares by buying
	the remaining shares under an underwriting arrangement, the
	six-month limitation for selling the said shares shall not apply.
	Should the Company's Board of Directors does not observe the
	preceding paragraph, shareholders shall be entitled to request the
	Company's Board of Directors to effect the same within thirty
	days. If the Company's Board of Directors fails to do so within the
	aforesaid time limit, the shareholders may directly initiate court
	proceedings in their own name for the interests of the Company.
	Should the Company's Board of Directors fail to comply with
	the requirements set out in the first paragraph of this Article, the
	responsible director(s) shall assume joint and several liabilities
	under laws.

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Article 40	The Company shall keep a register of shareholders, in which the
	following particulars shall be recorded:
	(i) The name, address (place of domicile), occupation or nature
	of each shareholder;
	(ii) The class and number of the shares held by each shareholder;
	(iii) The amount paid-up or payable in respect of the shares held
	by each shareholder;
	(iv) The serial numbers of the shares held by each shareholder;
	(v) The date on which a person registers as a shareholder;
	(vi) The date on which a person ceases to be a shareholder.
	The register of shareholders shall be sufficient evidence to prove
	the holding of the shares of the Company by a shareholder, unless
	there is evidence to the contrary.
Article 41	The Company may, in accordance with an understanding and
	agreement between the CSRC and overseas securities regulatory
	authorities, keep outside of the People's Republic of China the
	original register of shareholders of overseas listed foreign shares
	and appoint overseas agent(s) for management. The original
	register of shareholders of overseas listed foreign shares listed on
	the SEHK shall be maintained in Hong Kong.
	The Company shall maintain the duplicate of the register of
	shareholders of overseas listed foreign shares at the Company's
	domicile; the appointed overseas agent(s) shall ensure at all times
	the consistency between the original and the duplicate of the
	register of shareholders of overseas listed foreign shares.
	If there is any inconsistency between the original and duplicate of
	the register of shareholders of overseas listed foreign shares, the
	original shall prevail.
Article 42	The Company shall keep a complete register of shareholders.
	The register of shareholders shall include the following
	components:
	(i) The register of shareholders maintained at the Company's
	domicile other than those as described in items (ii) and (iii)
	of this Article;

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	(ii)	The register of shareholders of overseas listed foreign shares
		maintained at the place where the overseas stock exchange
		on which the shares are listed is located; and
	(iii)	The register of shareholders maintained at such other place
		as the Board of Directors may consider necessary for the
		purpose of listing of the shares of the Company.
Article 43	Different parts of the register of shareholders shall not overlap
	with one another. No transfer of the shares registered in one
	part of the register shall, during the existence of registration
	of such shares, be registered in any other part of the register of
	shareholders.
	Changes or corrections to each part of the register of shareholders
	shall be made in accordance with the laws of the places where
	each part of the register of shareholders is maintained.
Article 44	All overseas listed foreign shares that are fully paid up shall be
	freely transferable under these Articles of Association; however,
	unless the following conditions are satisfied, the Board of
	Directors may refuse to recognize any transfer documents and
	shall not be required to state any reasons:
	(i)	Fees must be paid to the Company in accordance with the fee
		standards prescribed by the HK Listing Rules , but such fees
		shall not exceed the maximum amount stipulated by SEHK
		in the HK Listing Rules from time to time, and any transfer
		documents and other documents relating to the ownership of
		any shares or which may affect the ownership of the shares
		must be registered;
	(ii)	The transfer documents only relate to overseas listed foreign
		shares that are listed in SEHK;
	(iii)	The stamp duty payable in respect of the transfer documents
		has been paid up in accordance with Hong Kong law;
	(iv)	The relevant share certificates and such other evidences as
		are reasonably requested by the Board of Directors to prove
		the right of the transferor to transfer the shares have been
		submitted;
	(v)	If the shares are intended to be transferred to joint holders,
		the number of joint holders shall not exceed four;
	(vi)	There are no liens of any company on the relevant shares.

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	The Company shall not accept any shares of the Company as the
	subject of a pledge.
Article 45	The general or common form or any other form of written transfer
	document accepted by the Board of Directors (including the
	standard transfer form or transfer form required by the SEHK
	from time to time) shall be used for any transfer of H-shares
	that are listed in Hong Kong; the transfer document may be
	manually signed only, or affixed with the company's seal (where
	the transferor or transferee is a company). If the transferor or the
	transferee is an accredited clearing house or its agent as defined
	by relevant regulations of Hong Kong law in force from time to
	time, the transfer form may be signed in machine printed format.
	All transfer documents shall be kept at the legal address of the
	Company, or such address as is designated by the Board of
	Directors from time to time.
Article 46	No registration of changes resulting from share transfers may be
	made to the register of shareholders within thirty days prior to the
	general meetings or within five days prior to the reference date
	determined by the Company for the purpose of distribution of
	dividends.
Article 47	When the Company is to convene a general meeting, distribute
	dividends, be liquidated and to carry out other activities
	requiring confirmation of equity interests, the Board of Directors
	shall determine a date as the record date of equity interests.
	Shareholders whose names appear in the register of shareholders
	at the end of the record date shall be the shareholders of the
	Company.
Article 48	Any person who objects to the register of shareholders and
	requests to have his name entered in or removed from the register
	of shareholders may apply to a competent court for corrections of
	the register of shareholders.
Article 49	Any shareholder who is registered in, or any person who requests
	to have his name entered in the register of shareholders, if his
	share certificate (the original share certificate) is lost, may apply
	to the Company for replacement of the share certificate in respect
	of such shares (the relevant shares).
	If a holder of the domestic shares loses his share certificates and
	applies for replacement, it shall be dealt with in accordance with
	relevant provisions of the Company Law .

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If a holder of overseas listed foreign shares loses his share certificates and applies for replacement, it may be dealt with in accordance with the relevant laws, the rules of the stock exchange or other relevant regulations of the place where the original register of shareholders of overseas listed foreign shares is maintained.

Any replacement of share certificates to any shareholders of overseas listed foreign shares to be listed in Hong Kong who have lost their share certificates and applied for replacement shall comply with the following requirements:

1. The applicant shall submit an application to the Company in prescribed form accompanied by a notarial certificate or statutory declaration, containing the grounds upon which the application is made and the circumstances and evidence of the loss of the share certificates as well as statement that no other person shall be entitled to request to be registered as the shareholder in respect of the relevant shares.
2. No declaration has been received by the Company from a person other than the applicant for having his name registered as a holder of the relevant shares before the Company decides to reissue a replacement share certificate.
3. The Company shall, if it decides to issue a replacement share certificate to the applicant, make an announcement of its intention to issue the replacement share certificate in such newspapers designated by the Board of Directors. The announcement shall be made at least once every thirty days in a period of ninety days.
4. The Company shall have, prior to the publication of its announcement of intention to issue a replacement certificate, delivered to the stock exchange on which its shares are listed a copy of the announcement to be published. The Company may publish the announcement upon receiving a confirmation from such stock exchange that the announcement has been exhibited at the premises of the stock exchange. The announcement shall be exhibited at the premises of the stock exchange for a period of ninety days.
   In case an application to issue a replacement certificate has been made without the consent of the registered shareholder of the relevant shares, the Company shall send by post to such registered shareholder a copy of the announcement to be published.

- 21 -

	(v)	If, upon expiration of the 90-day period referred to in items
		(iii) and (iv) of this Article, the Company has not received
		from any person any objection to such application, the
		Company may issue a replacement share certificate to the
		applicant according to his application.
	(vi)	Where the Company issues a replacement certificate under
		this Article, it shall forthwith cancel the original share
		certificate and enter the cancellation and replacement in the
		register of shareholders accordingly.
	(vii)	All expenses relating to the cancellation of an original share
		certificate and the issuance of a replacement share certificate
		by the Company shall be borne by the applicant. The
		Company may refuse to take any action until a reasonable
		guarantee is provided by the applicant for such expenses.
Article 50	Where the Company issues a replacement certificate pursuant to
	these Articles of Association, the name of a bona fide purchaser
	who obtains the aforementioned new share certificate or a
	shareholder who thereafter registers as the owner of such shares (in
	the case that he/she is a bona fide purchaser) shall not be removed
	from the register of shareholders.
Article 51	The Company shall not be liable for any damages sustained by
	any person by reason of the cancellation of the original share
	certificate or the issuance of the replacement share certificate,
	unless the said person proves that the Company had acted
	fraudulently.
CHAPTER VII	RIGHTS AND OBLIGATIONS OF SHAREHOLDERS
Article 52	A shareholder of the Company is a person who lawfully holds
	shares of the Company and whose name is entered in the register
	of shareholders.

A shareholder shall enjoy the relevant rights and assume the relevant obligations in accordance with the class and number of shares he holds. Shareholders holding the same class of shares shall be entitled to the same rights and assume the same obligations. Shareholders of each class of shares of the Company shall have equal rights in any distributions made in the form of dividends or any other forms.

- 22 -

The Company shall not, merely as a result of failure by any direct or indirect interested persons to disclose to the Company of their interests, exercise any power to freeze or otherwise damage any of their rights attached to the shares held by them.

Article 53	The holders of ordinary shares of the Company shall have the
	following rights:
	(i)	To be entitled to dividends and other forms of distribution in
		proportion to the number of shares held;
	(ii)	To attend or appoint a proxy to attend general meetings and
		to exercise the corresponding voting rights in accordance
		with laws;
	(iii)	To supervise and manage the business operations of the
		Company and to put forward proposals or raise inquiries;
	(iv)	To transfer shares held by them in accordance with the
		laws, administrative regulations, regulatory rules of the
		place where the shares of the Company are listed and these
		Articles of Association;
	(v)	To obtain relevant information in accordance with the
		provisions of these Articles of Association, including:
		1.	To obtain a copy of these Articles of Association upon
			payment of cost thereof;
		2.	To inspect and copy upon payment of a reasonable
			cost:
			(1) Copies of the register of all shareholders;
			(2) Personal particulars of each of the Company's
			directors, supervisors, general manager and other
			senior management members including:
			a.	Present and former name and alias;
			b.	Principal address (domicile);
			c.	Nationality;
			d.	Full-time and all other part-time occupations
				and positions;

- 23 -

		e.	Identification certificate document and its
			number.
		(3) Status of the share capital of the Company;
		(4) Reports stating the aggregate par value, quantity,
		maximum and minimum price paid in respect of
		each class of shares repurchased by the Company
		since the last accounting year and the aggregate
		costs paid by the Company for this purpose;
		(5) Meeting minutes of the shareholders' general
		meetings;
	(vi)	Upon termination or liquidation of the Company, to
		participate in the distribution of remaining assets of the
		Company in accordance with the number of shares held; and
	(vii)	Other rights conferred by laws, administrative regulations,
		regulatory rules of the place where the shares of the
		Company are listed and these Articles of Association.
	The Company shall maintain the above documents at the
	address of the Company in Hong Kong in accordance with the
	requirements of the HK Listing Rules for free inspection by the
	public and shareholders. The shareholders may copy the above
	documents after paying a reasonable fee.
Article 54	Shareholders demanding inspection of the relevant information or
	requesting materials mentioned in the preceding provision shall
	provide to the Company written documents evidencing the class
	and number of shares of the Company held by them. The Company
	shall, upon verification of the shareholder's identity, provide such
	information in accordance with these Articles of Association and
	at the shareholder's request.
Article 55	If a resolution passed at the Company's general meetings or
	board meetings violates the laws or administrative regulations,
	shareholders shall have the right to initiate proceedings to the
	People's Court to render the same as invalid.

- 24 -

	If the procedures for convening, or the method of voting at, a
	general meeting or board meeting violate the laws, administrative
	regulations or these Articles of Association, or the contents of a
	resolution violate these Articles of Association, shareholders shall
	be entitled to initiate proceeding to the People's Court to rescind
	such resolutions within sixty days from the date on which such
	resolution is adopted.
Article 56	Where the Company incurs losses as a result of violation
	by directors and senior management members of the laws,
	administrative regulations or these Articles of Association in the
	course of performing their duties to the Company, the shareholders
	individually or in the aggregate holding one percent or more of the
	shares of the Company for 180 consecutive days or more shall be
	entitled to request in writing the Board of Supervisors to initiate
	proceedings to the People's Court; where the Company incurs
	losses as a result of violation by the Board of Supervisors of any
	provisions of laws, administrative regulations or these Articles of
	Association in the course of performing its duties to the Company,
	the shareholders may make a request in writing to the Board of
	Directors to initiate proceedings to the People's Court.
	In the event that the Board of Supervisors or the Board of
	Directors refuses to initiate proceedings after receiving the written
	request of shareholders stated in the foregoing paragraph, or fails
	to initiate such proceedings within thirty days from the date of
	receiving such request, or in case of emergency where failure to
	initiate such proceedings immediately will result in irreparable
	damage to the Company's interests, the shareholders described in
	the preceding paragraph shall be entitled to initiate proceedings to
	the People's Court directly in their own names for the interests of
	the Company.
	Where the Company incurs losses as a result of infringement upon
	the legitimate rights and interests of the Company by any other
	persons, the shareholders stated in Paragraph 1 of this Article
	may initiate proceedings to the People's Court pursuant to the
	provisions of the first two paragraphs.
Article 57	Shareholders may initiate proceedings to the People's Court in
	the event that a director or a senior management member has
	violated the laws, administrative regulations or these Articles of
	Association, damaging the interests of shareholders.

- 25 -

Article 58	Holders of ordinary shares of the Company shall assume the
	following obligations:
	(i)	To abide by these Articles of Association;
	(ii)	To pay subscription monies according to the number of
		shares subscribed and the method of subscription;
	(iii)	Not to abuse their rights as shareholders to harm the interests
		of the Company or other shareholders; and not to abuse the
		independent legal person status of the Company and the
		limited liability of shareholders to harm the interests of any
		creditor of the Company. Shareholders of the Company who
		abuse their shareholders' rights and thereby causing damage
		to the Company or other shareholders shall be liable for
		indemnity according to the law. Where shareholders of the
		Company abuse the independent legal person status of the
		Company and the limited liability of shareholders for the
		purpose of evading repayment of debts, thereby materially
		jeopardizing the interests of the creditors of the Company,
		such shareholders shall be jointly and severally liable for the
		debts owed by the Company;
	(iv)	Other obligations imposed by laws, administrative
		regulations, regulatory rules of place where the shares of the
		Company are listed and these Articles of Association.
	Shareholders will not, with the exception of the conditions
	agreed by the subscribers of shares at the time of subscription, be
	responsible for addition to any share capital thereafter.
Article 59	Where a shareholder holding five percent or more voting shares
	of the Company pledges any shares held by him, he shall report
	the same to the Company in writing on the same day on which he
	pledges his shares.
Article 60	The controlling shareholder (as defined in Article 62 herein) and
	the de facto controller of the Company shall not make use of the
	related party relationship against the interests of the Company.
	Whoever violate this provision causing damages to the Company
	shall be liable for compensation.

- 26 -

	The controlling shareholder and the de facto controller of the
	Company shall have fiduciary duties towards the Company and
	public shareholders of the Company. The controlling shareholder
	shall exercise its rights as a contributor in strict compliance with
	the law. The controlling shareholder shall not do harm to the
	lawful interests of the Company and public shareholders through
	profit distribution, asset restructuring, external investment,
	appropriation of capital, offering loan guarantees and shall not
	make use of its controlling status against the interests of the
	Company and public shareholders of the Company.
Article 61	In addition to obligations imposed by laws, administrative
	regulations or required by the regulatory rules of the stock
	exchange on which shares of the Company are listed, a controlling
	shareholder when exercising his authorities as a shareholder
	shall not exercise his voting rights in respect of the following
	matters in a manner jeopardizing the interests of all or some of the
	shareholders of the Company:
	(i)	To relieve a director or supervisor of his duty to act honestly
		in the best interests of the Company;
	(ii)	To approve the expropriation by a director or supervisor (for
		his own interests or for the interests of other person(s)), in
		any manner, of the Company's assets, including (without
		limitation) any opportunities beneficial to the Company;
	(iii)	To approve the expropriation by a director or supervisor (for
		his own interests or for the interests of other person(s)) of
		the individual rights of other shareholders, including (without
		limitation) rights to distributions and voting rights save for
		a restructuring proposal of the Company submitted to the
		shareholders' general meeting for approval in accordance
		with these Articles of Association.
Article 62	The term "controlling shareholder" referred to in these Articles of
	Association means a person who satisfies any one of the following
	conditions:
	(i)	A person who, acting alone or in concert with others, has the
		power to elect a majority of the directors;
	(ii)	A person who, acting alone or in concert with others, has the
		power to exercise or to control the exercise of thirty percent
		or more of the voting rights of the Company;

- 27 -

	(iii)	A person who, acting alone or in concert with others, holds
		thirty percent or more of the issued and outstanding shares of
		the Company;
	(iv)	A person who, acting alone or in concert with others, has de
		facto control over the Company in any other way.
	CHAPTER VIII GENERAL MEETINGS
Article 63	The shareholders' general meeting is the organ of power of the
	Company and shall exercise the powers in accordance with the
	law.
Article 64	The shareholders' general meetings shall exercise the following
	powers:
	(i)	To decide on the operating guidelines and investment plans
		of the Company;
	(ii)	To elect and replace the directors and decide on matters
		relating to the remuneration of the directors;
	(iii)	To elect and replace the non-employee representative
		supervisors, and decide on matters relating to the
		remuneration of the supervisors;
	(iv)	To consider and approve reports of the Board of Directors;
	(v)	To consider and approve reports of the Board of Supervisors;
	(vi)	To consider and approve the Company's annual financial
		budget plans and final account plans;
	(vii)	To consider and approve the Company's profit distribution
		plans and plans for recovery of losses;
	(viii) To decide on increases or reductions in the Company's
		registered share capital;
	(ix)	To decide on merger, division, dissolution or liquidation etc.
		of the Company;
	(x)	To decide on the issuance of bonds of the Company;
	(xi)	To decide on the Company's appointment, dismissal or
		non-reappointment of accounting firms;

- 28 -

	(xii)	To amend these Articles of Association;
	(xiii) To consider matters relating to the purchases, disposals
		of the Company's material assets, or amount of external
		guarantees within one year, which exceed thirty percent of
		the Company's total assets;
	(xiv) To consider and approve matters relating to changes in the
		use of proceeds;
	(xv)	To consider the Company's share incentive schemes;
	(xvi) To consider the proposals raised by the shareholders who,
		individually or jointly, hold 3% or more of the voting shares
		of the Company;
	(xvii) To consider other matters required by laws, administrative
		regulations, department rules, the regulatory rules of the
		stock exchange at the place where the shares of the Company
		are listed and these Articles of Association, to be resolved by
		the shareholders' general meetings.
Article 65	The following external guarantees of the Company shall be
	subject to consideration and approval by the shareholders' general
	meetings:
	(i)	Any guarantee to be provided when the total amount
		of external guarantee provided by the Company and its
		controlled subsidiaries has reached or exceeded 50% of the
		latest audited net assets;
	(ii)	Any guarantee to be provided when the total amount of
		external guarantee provided by the Company has reached or
		exceeded 30% of its latest audited total assets;
	(iii)	Any guarantee to be provided to a party which has a
		asset-liability ratio over 70%;
	(iv)	A single guarantee for amount over 10% of the latest audited
		net assets;
	(v)	Any guarantee to be provided to shareholders, de facto
		controllers and their related parties;
	(vi)	Other guarantees which shall be considered and approved at
		the shareholders' general meetings as prescribed by laws and
		these Articles of Association.

- 29 -

	(vii)	The Company shall not borrow or provide guarantees to
		natural persons, external entities without legal personality or
		overseas companies.
Article 66	The Company shall not, without the approval of the shareholders'
	general meetings, enter into any contract with any person other
	than directors, supervisors, general manager and other senior
	management members for authorization of management of all or
	substantial part of business of the Company to such persons.
Article 67	Shareholders' general meetings include annual general meetings
	and extraordinary general meetings. The shareholders' general
	meetings shall be convened by the Board of Directors. The annual
	general meeting shall be held once a year within six months after
	the end of the previous accounting year.
	The Board of Directors shall convene an extraordinary general
	meeting within two months under any of the following
	circumstances:
	(i)	The number of directors is less than the quorum prescribed
		by the Company Law or less than the two thirds of the
		amount required by these Articles of Association;
	(ii)	The uncovered losses are in excess of one-third of the
		Company's total amount of paid-in share capital;
	(iii)	Shareholders individually or in the aggregate holding more
		than ten percent of the Company's issued voting shares,
		request in writing to hold an extraordinary general meeting;
	(iv)	The Board of Directors considers it necessary or the Board
		of Supervisors proposes to hold such a meeting; and
	(v)	Such other circumstances as provided by laws, administrative
		regulations, departmental rules, the regulatory rules of place
		where the shares of the Company are listed or these Articles
		of Association.
Article 68	The Company shall hold the shareholders' general meetings at the
	domicile of the Company or such other place as specified in the
	notice of the shareholders' general meetings.

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	The shareholders' general meetings shall have a venue and
	be held on-site. The Company may, in accordance with the
	securities regulatory rules of place where the shares of the
	Company are listed, to the extent applicable, provide convenience
	for participation in the shareholders' general meetings for
	shareholders, through other means and channels. A shareholder
	who participates in a general meeting in the aforesaid manner shall
	be deemed to have been present at the meeting.
Article 69	Notice of the annual general meetings by the Company shall be
	dispatched twenty days prior to the date of the meetings in written
	form or other forms as stipulated in these Articles of Association;
	and notice of the extraordinary general meetings by the Company
	shall be dispatched fifteen days prior to the date of the meetings in
	written form.
	The date of the general meetings and the date when the notice is
	dispatched shall not be included in the calculation of the period
	for issuing such notice.
Article 70	When the Company convenes the shareholders' general meetings,
	shareholders, either individually or in aggregate, holding more
	than 3% of the share capital of the Company shall have the right
	to propose new proposals in writing to the Company, and the
	Company shall include the proposals into the agenda of such
	general meetings if they are falling within the functions and
	powers of the general meetings.
Article 71	The shareholders' general meetings shall not vote and reach a
	resolution for the matters not being specified in the notice of
	shareholders' general meetings.
Article 72	The notice of the shareholders' general meetings shall meet the
	following requirements:
	(i) Be in writing;
	(ii) Specify the place, date and period of the meetings;
	(iii) Specify the matters to be discussed at the meetings;

- 31 -

	(iv)	Provide such information and explanation as are necessary
		for the shareholders to make an informed decision on the
		matters to be discussed, including (but without limitation)
		provisions of the specific conditions and contracts (if any)
		for the transactions and contemplated and careful explanation
		of the causes and consequences thereof when the company
		proposes combination, share repurchase, reorganization of
		share capital or other restructuring;
	(v)	Contain disclosure of the nature and extent, if any, of
		the material interests of any director, supervisor, general
		manager and other senior management members in the
		matters to be discussed; and explanation of the difference
		if the effect which the matters to be discussed will have on
		such director, supervisor, general manager and other senior
		management members in their capacity as shareholders in so
		far as it is different from the effect on the shareholders of the
		same class;
	(vi)	Contain the full text of any special resolution proposed to be
		adopted at the meetings;
	(vii)	Contain a conspicuous statement that a shareholder entitled
		to attend and vote at such meetings is entitled to appoint one
		or more proxies to attend and vote at such meetings on his
		behalf and that a proxy does not need to be a shareholder of
		the Company;
	(viii) Specify the record date of shares for shareholders who are
		entitled to attend the general meetings;
	(ix)	Specify the delivery time and place for power of attorney for
		the relevant meetings; and
	(x)	Name and telephone number of the contact person(s).
Article 73	Where the elections of directors and supervisors are to be
	discussed, a notice of the shareholders' general meetings shall
	fully disclose the particulars of the candidates of directors and
	supervisors and shall at least include the following contents:
	(i)	Personal particulars such as educational background,
		working experience and part-time job;
	(ii)	Whether or not the candidate has any related party
		relationship with the Company or its controlling shareholders
		and de facto controllers;

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(iii) Disclose the number of shares of the Company held by the

	candidate;
	(iv) Whether or not the candidate has been subject to penalties by
	the CSRC and other relevant authorities as well as sanctions
	by any stock exchange;
	Save for the elections of directors and supervisors held by
	adopting cumulative voting system, each candidate for a director
	or supervisor shall be proposed by way of a separate proposal.
Article 74	The notice of the shareholders' general meetings shall be
	delivered to shareholders (whether or not having voting rights at
	the general meetings) personally or by postage-paid mails at the
	addresses of the recipients which are recorded in the register of
	shareholders. The notice of the shareholders' general meetings to
	the shareholders of domestic shares may also be made by way of
	public announcement.
	The term "public announcement" referred to in the preceding
	paragraph shall be published in one or more newspapers
	designated by CSRC and securities regulatory authority at the
	place where the shares of the Company are listed. After the
	publication of such announcement, all shareholders of domestic
	shares shall be deemed to have received the relevant notice of the
	shareholders' general meetings.
	For shareholders of overseas listed foreign shares, under the
	premise of not violating laws and regulations, laws, regulations
	and supervision rules of the place where the Company's shares are
	listed and performing the relevant procedures, the Company may
	also serve or provide a notice to a shareholder through the SEHK
	and the Company's website or other electronic manners, without
	having to issue or provide them in the manner described above in
	this Article.
Article 75	Subsequent to the dispatch of a notice of the general meetings,
	the general meetings shall not be postponed or cancelled without
	proper reasons, and the proposals set out in the notice of the
	general meetings shall not be withdrawn. Once the meeting is
	postponed or cancelled, the convener shall make an announcement
	and give reasons thereof at least 2 business days prior to the
	original date of the meeting.

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Article 76	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 notice, shall not invalidate the meeting and the resolutions
	passed at the meeting.
Article 77	Any shareholder who is entitled to attend and vote at a general
	meeting shall be entitled to appoint one or more persons (such
	person may not be a shareholder of the Company) as his proxy/
	proxies to attend and vote on his behalf, and a proxy so appointed
	shall be entitled to exercise the following rights according to the
	authorizations from that shareholder:
	(i) The shareholder's right to speak at the meeting;
	(ii) The right to request to vote for a proposal, individually or
	together with others; and
	(iii) The right to vote by hands or on a poll, but a proxy of a
	shareholder who has appointed more than one proxy may
	only vote on a poll.
Article 78	A shareholder shall appoint his proxy in writing, such instrument
	appointing the proxy shall be signed by the appointing shareholder
	or the proxy who is authorized in writing, or if the appointing
	shareholder is a legal entity, either affixed with legal person seal
	or signed by a director, or the duly authorized proxy.
	If the shareholder is an authorized clearing house of the place(s)
	where the securities of the Company are listed or its agent, such
	a shareholder is entitled to appoint one or more persons it deems
	suitable to act as its proxy in the shareholders' general meeting or
	shareholders class meeting. If two or more persons are appointed
	as proxies, the power of attorney shall clearly state the number
	and the class of shares represented by each of the proxies. The
	proxy forms shall be signed by the respective proxies appointed
	by the authorized clearing house. The proxies so appointed may
	represent the authorized clearing house (or its agent) in exercising
	its rights at any meeting (without being required to present share
	certificate, certified statement of proxy and/or further evidence of
	due authorization) as if that proxy is an individual shareholder of
	the Company.

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Article 79	Proxy forms shall be lodged at the domicile of the Company
	or other places specified in the notice of meeting twenty-four
	hours before the relevant meeting for voting according to the
	proxy form, or twenty-four hours before the designated time
	of voting. Where the proxy form is signed by a person under
	a proxy authorized by the appointer, the power of attorney or
	other authorization documents authorized to be signed shall be
	notarized. The notarized power of attorney or other authorization
	documents shall, together with the proxy form, be maintained
	at the domicile of the Company or other places specified in the
	notice of meeting.
	Where the appointer is a legal entity, its legal representative or
	such person as is authorized by the Board of Directors or other
	governing body may attend shareholders' general meetings of the
	Company as a representative of the appointer.
Article 80	Any form issued to a shareholder by the Board of Directors for
	appointing a proxy of the shareholder shall allow the shareholder
	to freely instruct the proxy to cast vote in favor of, against or
	abstention from the proposals, and instruct separately about each
	proposal dealing with the businesses to be considered at the
	meetings. Such power of attorney shall contain a statement that in
	absence of instructions by the shareholders, his proxy may vote as
	he thinks fit.
	The Company is entitled to require the proxy attending the
	shareholders' general meetings on behalf of a shareholder to
	present his identification document.
	If a corporate shareholder appoints its representative to attend the
	meetings, the Company is entitled to require the representative to
	present his own identification document and a notarized certified
	copy of the resolution or power of attorney authorized by its
	board of directors or other governing body of such corporate
	shareholder.
Article 81	A vote given by a proxy in accordance with the terms of the
	power of attorney shall be valid, notwithstanding the death or
	loss of capacity of the appointer or revocation of the proxy or the
	authority under which the power of attorney was executed, or the
	relevant shares was transferred, provided that the Company does
	not receive any written notice in respect of any such matters prior
	to the commencement of the relevant meetings.

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Article 82	The Board of Directors, independent non-executive directors and
	shareholders who satisfy the relevant criteria, may solicit voting
	rights from the Company's shareholders in the shareholders'
	general meetings.
Article 83	The Company shall be responsible for compiling the attendees
	sheet which shall include, among others, the names of attendees
	(or names of relevant unit), ID number, domicile, the number of
	shares with voting rights that he holds or represents, and name of
	the person (or name of relevant unit) who attends the meeting by
	proxy.
Article 84	The convener and lawyers engaged by the Company shall verify
	the legitimate qualification of shareholders in accordance with
	the register of shareholders provided by the securities depository
	and clearing institutions, and shall register the names of
	shareholders and the number of voting shares each of them holds.
	The registration shall end before the chairman of the meeting
	announces the number of shareholders and proxies attending the
	meeting and the total number of voting shares they hold at the
	venue of the meeting.
Article 85	When convening a shareholders' general meeting, all directors,
	supervisors and the secretary of the Board of Directors shall
	attend the meeting, while the general manager and other senior
	management members shall attend the meeting as non-voting
	participants.
Article 86	The Company shall formulate the Procedural Rules of the
	Shareholders' General Meetings which shall set out in details
	the procedures of convention and voting in respect of the
	shareholders' general meetings, including notices, registration,
	consideration for proposals, voting, vote counting, announcement
	on voting results, formation of the resolutions, meeting minutes
	and signing, announcements and other contents, and the principles
	of authorization granted to the Board of Directors at the
	shareholders' general meetings. The scope of authorization shall
	be specified in details. The procedural rules of the shareholders'
	general meetings shall be prepared by the Board of Directors,
	approved at the shareholders' general meetings and attached to
	these Articles of Association as an appendix.
Article 87	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 shareholders' general meeting, and each
	independent non-executive director shall also make his duty report
	accordingly.

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Article 88	Directors, supervisors and senior management members shall
	at the shareholders' general meetings make explanation and
	statement on the inquiries and suggestions from shareholders.
Article 89	Prior to voting, the chairman of the meeting shall announce the
	number of shareholders and proxies present and the total number
	of voting shares held by them. The number of shareholders and
	proxies present and the total number of voting shares held by them
	shall be based on the meeting registration.
Article 90	The convener shall ensure that the general meeting is held
	continuously until final resolutions are reached. In the event
	that the general meeting is adjourned or resolutions failed to be
	reached due to force majeure or other special reasons, measures
	shall be adopted to resume the meeting as soon as possible or the
	meeting shall be concluded immediately, and an announcement
	shall be promptly made accordingly. The convener shall also
	report the same to the relevant competent authorities in accordance
	with the applicable regulations.
Article 91	Resolutions of the shareholders' general meetings shall be divided
	into ordinary resolutions and special resolutions.
	An ordinary resolution must be passed by votes representing
	a majority of the voting rights represented by the shareholders
	(including proxies) present at the meetings.
	A special resolution must be passed by votes representing more
	than two-thirds of the voting rights represented by the shareholders
	(including proxies) present at the meetings.
Article 92	A shareholder (including proxy) when voting at a shareholders'
	general meeting may exercise voting rights in accordance with the
	number of shares carrying the right to vote. Each share shall have
	one voting right.
	If any shareholders is required to give up the voting right for
	certain proposal or are restricted to be only able to vote for or
	against certain proposal, in accordance with the provisions of
	applicable laws and regulations and the HK Listing Rules , the
	votes by those shareholders or their representatives shall not be
	counted in case of any violation of the relevant provisions or
	restriction.

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Article 93	When any shareholders' general meeting considers matters in
	connection with the related transactions, the related shareholder(s)
	shall not participate in the vote and the number of voting shares
	that it represents shall not be counted towards the total number
	of valid votes. The announcement of the resolutions of the
	general meetings shall fully disclose the votes of the non-related
	shareholders.
Article 94	At any shareholders' general meeting, a resolution shall be decided
	on a show of hands, unless, before or after a vote is carried out by
	a show of hands, a poll is demanded by the following persons:
	(i) The chairman of the meeting;
	(ii) At least two shareholders entitled to vote or by proxy entitled
	to vote thereat; or
	(iii) One or more shareholders (including proxies) holding,
	individually or in the aggregate, 10% or more of all shares
	carrying the right to vote at the meeting.
	Unless a poll is demanded pursuant to the preceding provision,
	a declaration by the chairman that a resolution has been passed
	on a show of hands and the recording of the same in the minutes
	of meeting shall be conclusive evidence of the fact that such
	resolution has been passed. There is no need to provide evidence
	of the number or proportion of votes in favor of or against such
	resolution.
	The demand for a poll may be withdrawn by the person who
	demanded the same.
Article 95	A poll demanded on such matters as the election of the chairman
	of the meeting, or the adjournment of the meeting, shall be taken
	forthwith. A poll demanded on any other matter shall be taken
	at such time as the chairman of the meeting may decide, and the
	meeting may proceed with the discussion of other matters; the
	result of the poll shall still be regarded as a resolution passed at
	such meeting.
Article 96	Shareholders attending the general meetings shall express one of
	the following views during the voting of a proposal: for, against
	or abstain. A voting ticket that is incomplete, wrongly completed,
	illegible, or not yet cast, will be regarded as waiver by the voter
	of his voting rights. The voting result of the number of shares held
	by the voter will be treated as "abstention".

- 38 -

Article 97	On a poll taken at a meeting, a shareholder (including a proxy)
	entitled to two or more votes is not required to cast all his votes
	for or against any proposal in the same way.
Article 98	In the event of an equality of the number of votes for and against a
	proposal, whether on a show of hands or on a poll, the chairman of
	the meeting shall be entitled to one additional vote.
Article 99	The list of candidates for directors or supervisors shall be
	proposed to the shareholders' general meetings for votes.
	The cumulative voting system may be used in the voting for the
	election of directors and supervisors at the shareholders' general
	meetings in accordance with relevant laws, regulations, and
	provisions of the these Articles of Association or the resolutions
	adopted at the shareholders' general meetings.
	The "cumulative voting system" as referred to in the preceding
	paragraph means that in the election of directors or supervisors
	at the shareholders' general meetings, the voting right each share
	has equals to the number of candidates of directors or supervisors.
	Shareholders may use their voting rights collectively. The Board
	of Directors shall announce to shareholders the resumes and basic
	information of these candidates for directors or supervisors.
Article 100	When considering a proposal at the shareholders' general
	meetings, no change shall be made thereto. Otherwise, such
	change shall be treated as a new proposal which shall not be
	processed for voting at such general meetings.
Article 101	Except for the cumulative voting system, all proposals proposed
	at the shareholders' general meetings shall be voted one by one,
	and for different proposals on the same matter, voting will be
	conducted according to the time sequence that these proposals are
	put forward.
	Other than special reasons such as force majeure which results in
	the interruption of the meetings or makes it impossible to come to
	resolution, the shareholders' general meetings shall not set aside
	the proposals or not vote on them.
Article 102	The same voting right shall only be exercised by one means, either
	through onsite voting or other voting means. If the same voting
	right is exercised by more than one means, the result of the first
	vote cast shall prevail.
Article 103	Shareholders shall vote by a disclosed ballot at a general meeting.

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Article 104	Before the shareholders' general meeting votes on proposals, it
	shall recommend two shareholder representatives to count the
	votes and scrutinize the voting. If any shareholder is interested in
	the matter to be discussed, the relevant shareholder and his proxy
	shall not participate in vote counting or scrutinize the voting.
	When a shareholders' general meeting votes on proposals, the
	counting of votes and scrutinizing of voting shall be conducted
	together by lawyers, shareholder representatives and supervisor
	representatives. The voting results shall be announced during
	the meeting. The voting results shall be contained in the meeting
	minutes.
	A shareholder of the Company or his proxy, who uses the internet
	or other voting means, shall be entitled to verify his voting results
	through relevant voting system.
Article 105	The chairman of the meeting shall announce the voting
	circumstances and results for each proposal, and shall also
	announce whether the resolutions have been passed according to
	the voting results.
	Before the voting results are officially announced, the companies,
	counting officers, scrutinizers, major shareholders, the internet
	service providers and all relevant parties in relation to voting
	on-site and voting by other means shall be obligated to keep
	confidential the voting results.
Article 106	The following matters shall be resolved by an ordinary resolution
	at a shareholders' general meetings:
	(i) Work reports of the Board of Directors and the Board of
	Supervisors;
	(ii) Profit distribution plans and plans to cover losses to be
	formulated by the Board of Directors;
	(iii) Appointment and removal of members of the Board of
	Directors and the Board of Supervisors, their remuneration
	and manner of payment;
	(iv) Annual budgets and final accounts, balance sheets, income
	statements, and other financial statements of the Company;
	(v) Annual reports of the Company;

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	(vi)	Other matters other than those which are required by laws,
		administrative regulations, the regulatory rules of the place
		where the shares of the Company are listed or these Articles
		of Association to be adopted by special resolutions.
Article 107	The following matters shall be resolved by a special resolution at
	a shareholders' general meeting:
	(i)	Increase or reduction in the registered share capital of the
		Company; issuance of shares of any class, stock warrants
		and other similar securities;
	(ii)	Issuance of debentures of the Company;
	(iii)	Division, merger, dissolution, liquidation or change of the
		corporate forms of the Company;
	(iv)	Amendment to these Articles of Association;
	(v)	The Company's purchase or sale of any material assets or the
		amount of guarantee, within one year, which exceeds 30% of
		the latest audited total assets of the Company;
	(vi)	Equity-based incentive scheme(s);
	(vii)	Any other matter as required by laws, administrative
		regulations, the regulatory rules of the place where the shares
		of the Company are listed or these Articles of Association,
		and which as the shareholders' general meeting determines
		by ordinary resolution will have material effect on the
		Company and require adoption by special resolutions.

- 41 -

Article 108	Where the shareholders request the convening of an extraordinary
	general meeting or class meeting of shareholders, the following
	procedures shall be followed:
	(i)	Two or more shareholders holding, individually or in
		the aggregate, more than 10% of the voting shares of the
		Company may sign one or several copies of written requests
		in the same form requesting the Board of Directors to
		convene an extraordinary general meeting or class meeting
		of shareholders, and stating the matters to be considered
		at the meeting. The Board of Directors shall convene
		an extraordinary general meeting or class meeting of
		shareholders as soon as possible upon receipt of the aforesaid
		written request. The aforesaid number of shares held shall be
		calculated as of the date when the shareholders submit the
		written request;
	(ii)	If the Board of Directors fails to issue the notice of such a
		meeting within thirty days of receipt of the written request,
		the requesting shareholders may themselves convene such a
		meeting in a manner as similar as possible to the manner in
		which shareholders' general meetings are convened by the
		Board of Directors within four months after receipt of the
		request by the Board of Directors.
	The Company shall bear reasonable costs and expenses for
	the shareholders' general meetings convened by the Board of
	Supervisors or shareholders on their own initiative. Such expenses
	shall be deducted from the amounts due by the Company to the
	director(s) who have neglected their duties.
Article 109	The independent non-executive directors have the right to propose
	to the Board of Directors to convene a shareholders' extraordinary
	general meeting. Whenever the independent non-executive
	directors require convening the extraordinary general meeting,
	the Board of Directors shall, in accordance with the laws,
	administrative regulations, regulatory rules in the place where the
	Company's shares are listed and these Articles of Association,
	give the written feedback on whether agreeing to convene
	the extraordinary general meeting or not within ten days after
	receiving such proposal.

- 42 -

	Where the Board of Directors agrees to convene the extraordinary
	general meeting, the Board of Directors shall send out the
	notice of the general meeting within five days after making the
	resolutions; where the Board of Directors disagrees to convene the
	extraordinary general meeting, the Board of Directors shall make
	the explanation and issue an announcement.
Article 110	The Board of Supervisors have the right to propose to the Board of
	Directors to convene the extraordinary general meeting and shall
	propose in writing. The Board of Directors shall, in accordance
	with the laws, administrative regulations, regulatory rules in the
	place where the Company's shares are listed and these Articles
	of Association, give the written feedback on whether agreeing to
	convene the extraordinary general meeting or not within ten days
	after receiving such proposal.
	Where the Board of Directors agrees to convene the extraordinary
	general meeting, the Board of Directors shall send out the
	notice of the general meeting within five days after making the
	resolutions and any change of the original proposal in the notice
	shall be approved by the Board of Supervisors.
	Where the Board of Directors disagrees to convene the
	extraordinary general meeting, or fails to give feedback within ten
	days after receiving the proposal, it shall be deemed as the Board
	of Directors is unable to or refuses to convene the general meeting
	and the Board of Supervisors is entitled to convene and preside
	over a general meeting itself.
Article 111	With regard to the shareholders' general meetings convened by
	the Board of Supervisors or shareholders on their own initiative,
	the Board of Directors and the secretary of the Board of Directors
	shall provide assistance. The Board of Directors shall provide the
	register of shareholders as of the record date of equity interests.

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Article 112	The shareholders' general meetings shall be convened by the
	Board of Directors, and the chairman of the Board of Directors
	shall act as the chairman of the meetings; if the chairman of the
	Board of Directors is unable or fails to perform the duties, the
	deputy chairman of the Board of Directors shall convene the
	meetings and act as the chairman of the meetings; if the Company
	has no deputy chairman or the deputy chairman of the Board of
	Directors is unable or fails to perform the duties, a majority of
	directors shall jointly elect a director to act as the chairman of the
	meetings. If no chairman of the meeting has been so designated
	by a majority of directors, shareholders present may elect one
	person to be the chairman of the meetings. If for any reason,
	the shareholders fail to elect a chairman, then the shareholder
	(including proxy) present holding the largest number of shares
	carrying the right to vote thereat shall be the chairman of the
	meetings.
Article 113	The chairman of the meetings shall be responsible for determining
	whether a resolution is passed. His decision, which is final and
	conclusive, shall be announced at the meetings and recorded in the
	meeting minutes.
Article 114	If the chairman of the meeting has any doubt as to the result of a
	resolution which has been presented for voting at a shareholders'
	general meeting, he may count the votes. If the chairman of the
	meeting does not count the votes, any shareholder who is present
	in person or by proxy and who objects to the result announced
	by the chairman of the meeting may, immediately after the
	declaration of the result, demand that the votes be counted and the
	chairman of the meeting shall have the votes counted immediately.
Article 115	If votes are counted at a shareholders' general meeting, the result
	of the count shall be recorded in the meeting minutes.
	Meeting minutes of the shareholders' general meetings shall
	be signed by chairman of the meeting, the present directors,
	supervisors, secretary of the Board of Directors, the convener or
	its representatives. The meeting minutes shall, together with the
	signature book of shareholders attending the meetings and power
	of attorney and effective information of voting by other means, be
	kept at the domicile of the Company for at least ten years.

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Article 116	The secretary of the Board of Directors shall be responsible for
	taking minutes of the general meetings. The meeting minutes shall
	include:
	(i)	Time, place and agenda of the meetings and name or
		designation of the convener;
	(ii)	Names of the chairman of the meeting and directors,
		supervisors, general manager and other senior management
		members present or in attendance at the meetings;
	(iii)	Number of the present shareholders and proxies, the total
		number of voting shares they represent and the percentage of
		the total shares of the Company they represent;
	(iv)	The discussions in respect of each proposal, highlights of the
		speeches made at the meetings and the voting results;
	(v)	D e t a i l s o f t h e q u e r i e s o r r e c o m m e n d a t i o n s o f t h e
		shareholders, and the corresponding answers or explanations;
	(vi)	The name of lawyers, counting officers and scrutinizers;
	(vii)	Such other matters which shall be recorded in the meeting
		minutes in accordance with the provisions of these Articles
		of Association.
Article 117	Copies of the meeting minutes of any shareholders' general
	meeting shall, during business hours of the Company, be open for
	inspection by any shareholder without charge. If a shareholder
	requests a copy of such minutes from the Company, the Company
	shall send a copy of such minutes to him within seven days after
	the receipt of reasonable fees thereof.

- 45 -

Article 118	The resolutions of the shareholders' general meetings shall
	be announced promptly in accordance with the relevant laws,
	regulations and the relevant requirements of the stock exchange at
	the place where the shares of the Company are listed, specifying
	the number of shareholders present in person and by proxy at the
	meetings, the total number of voting shares held by them, the
	percentage of such voting shares in the total number of the voting
	shares of the Company, the total number of the shares that have to
	be abstained in accordance with the requirements of the securities
	regulatory body where the Company's securities are listed, and/or
	the total number of shares (if any) to be abstained from voting, the
	voting methods, the voting results of each proposal and the details
	of the resolutions passed, as well as the identity of counting
	officers and scrutinizers.
Article 119	Where a proposal has not been passed or the resolution of any
	previous general meeting is modified in the current general
	meeting, a special reminder shall be given in the resolutions of the
	general meeting.
Article 120	If the proposal on election of new directors and supervisors
	is adopted at the shareholders' general meeting, the tenure of
	directors and supervisors to take the position shall be calculated
	from the date when they are elected.
Article 121	If any proposal for a cash dividend, share allocation, or conversion
	from capital reserves to share capital is passed at the shareholders'
	general meetings, the Company shall implement detailed plans
	within 2 months after the conclusion of the shareholders' general
	meetings.
Article 122	The Company shall, in connection with the convening of a
	shareholders' general meeting, engage lawyers to issue legal
	opinions in respect of the following matters and make relevant
	public announcements accordingly:
	(i) Whether the procedures relating to the convening and
	the holding of such meeting comply with the laws,
	administrative regulations, the regulatory rules of the place
	where the shares of the Company are listed or these Articles
	of Association;
	(ii) The legality and validity of the qualifications of the attendees
	and the convener of the meeting;
	(iii) The legality and validity of the voting procedures and voting
	results of the meeting;

- 46 -

(iv) Legal opinions issued on other related matters as requested by the Company.

CHAPTER IX	SPECIAL PROCEDURES FOR VOTING BY CLASS
		SHAREHOLDERS
Article 123	Shareholders who held different classes of shares are referred
	to as class shareholders. Class shareholders shall enjoy rights
	and assume obligations in accordance with laws, administrative
	regulations, the regulatory rules of place where the shares of the
	Company are listed and these Articles of Association.
Article 124	Rights granted on any class of shareholders may not be varied
	or abrogated save as adoption by a special resolution at the
	shareholders' general meetings, and by the shareholders of the
	affected class at the shareholders' general meetings convened
	respectively in accordance with Articles 127 through 131.
Article 125	The following circumstances shall be deemed to be variation or
	abrogation of the rights of a certain class of shareholders:
	(i)	To increase or decrease the number of shares of that class,
		or to increase or decrease the number of shares of a class
		having voting or rights to distribution or privileges equal or
		superior to those of shares of that class;
	(ii)	To exchange all or part of the shares of that class for
		shares of another class or to exchange or to grant a right to
		exchange all or part of the shares of another class for shares
		of that class;
	(iii)	To cancel or reduce rights to accrued dividends or rights to
		cumulative dividends attached to shares of that class;
	(iv)	To reduce or cancel preferential rights attached to shares of
		that class to receive dividends or to the distribution of assets
		in the event that the Company is liquidated;
	(v)	To increase, cancel or reduce conversion privileges, options,
		voting rights, transfer or pre-emptive rights, or rights to
		acquire securities of the Company attached to shares of that
		class;
	(vi)	To cancel or reduce rights to receive payment payable by the
		Company in particular currencies attached to shares of that
		class;

- 47 -

	(vii)	To create a new class of shares having voting rights or rights
		to distribution or other privileges equal or superior to those
		of the shares of that class;
	(viii) To restrict the transfer or ownership of shares of that class or
		to increase the types of restrictions attaching thereto;
	(ix)	To issue rights to subscribe for, or to convert the existing
		shares into, shares in the Company of that class or another
		class;
	(x)	To increase the rights and privileges of shares of another
		class;
	(xi)	To restructure the Company in such a way so as to result in
		the disproportionate distribution of obligations among the
		various classes of shareholders; and
	(xii)	To vary or abrogate the provisions of this Chapter.
Article 126	Shareholders of the affected class, whether or not otherwise
	having the right to vote at shareholders' general meetings, shall
	have the right to vote at class meetings in respect of matters
	concerning items (ii) to (viii), (xi) to (xii) of Article 126, but
	interested shareholder(s) shall not be entitled to vote at such class
	meetings.
	The term "interested shareholders" as referred to the preceding
	paragraph means:
	(i)	In the case of a repurchase of shares by way of a general
		offer to all shareholders of the Company or by way of public
		trading on a stock exchange pursuant to Article 27, an
		"interested shareholder" is a controlling shareholder within
		the meaning of Article 62 of these Articles of Association;
	(ii)	In the case of a repurchase of shares by an agreement out of
		a stock exchange pursuant to Article 27 of these Articles of
		Association, an "interested shareholder" means a holder of
		the shares to which the said agreement relates; or

- 48 -

	(iii) In the case of a restructuring of the Company, an "interested
	shareholder" means a shareholder who assumes a relatively
	lower proportion of obligation than the obligations imposed
	on other shareholders of that class under the proposed
	restructuring, or who has an interest in the proposed
	restructuring different from the general interests of the
	shareholders of that class.
Article 127	Resolutions of a class of shareholders shall be passed by
	affirmative votes representing more than two-thirds of the voting
	rights of shareholders of that class present at the relevant meetings
	who, according to Article 127, are entitled to vote thereat.
Article 128	Written notice of a class meeting shall be given to all shareholders
	who are registered as holders of that class in the register of
	shareholders forty-five days before the date of the class meeting,
	specifying the matters to be considered at such meeting and the
	date and place of the class meeting. A shareholder who intends to
	attend the class meeting shall deliver his written reply in respect
	thereof to the Company twenty days before the date of the class
	meeting.
	If the shareholders who intend to attend such class meeting
	represent more than half of the total number of shares of that
	class which have the right to vote at such meeting, the Company
	may hold the class meeting; otherwise, the Company shall within
	five days give the shareholders further notice of the matters to be
	considered and the date and place of the class meeting by way of
	announcement. The Company may then hold the class meeting
	after such further notice has been given by way of announcement.
Article 129	Notice of class meetings is only needed to serve on shareholders
	entitled to vote thereat.
	Class meetings shall be conducted in a manner which is as
	similar as possible to that of shareholders' general meetings.
	The provisions of these Articles of Association relating to the
	manner for the holding of shareholders' general meetings are also
	applicable to class meetings.

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Article 130	Apart from the shareholders of other classes of shares, the
	shareholders of the domestic shares and shareholders of
	overseas-listed foreign shares shall be deemed to be holders of
	different classes of shares. If the share capital of the Company
	includes the shares without voting rights, such shares shall be
	entitled the wording "without voting rights". If the share capital
	includes the shares carrying different voting rights, the shares
	of each class (except for the shares carrying the most favorable
	voting rights) shall be entitled the wording "restricted voting
	rights" or "restrictive voting rights". The special procedures for
	voting by a class of shareholders shall not apply to the following
	circumstances:
	(i)	Where the Company issues, upon the approval by special
		resolutions of its shareholders at the general meetings, either
		separately or concurrently once every twelve months, not
		more than 20% of each of its existing issued and outstanding
		domestic shares and overseas listed foreign shares; or
	(ii)	Where the Company's plan to issue domestic shares and
		overseas listed foreign shares at the time of its establishment
		is carried out within fifteen months from the date of approval
		of the securities regulatory authority of the State Council.

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	CHAPTER X THE BOARD OF DIRECTORS
	SECTION I DIRECTORS
Article 131	Directors are natural persons who are not required to hold any
	shares in the Company.
	The directors are elected by the general meetings. The directors
	are appointed for a term of three years, from the date of election
	to the expiration of the term of the current Board of Directors.
	Upon expiration of the term of office of the directors, they may be
	re-elected and reappointed.
Article 132	The list of candidates for directors shall be submitted to the
	general meetings for voting by way of a proposal.
	Written notice specifying the intention to nominate candidates
	for directors and the acceptance of nomination by the candidates
	concerned shall be given to the Company no later than seven days
	before convening the general meetings. Time limits for nomination
	and acceptance of nomination shall be calculated from the date on
	which the notice of the general meetings is dispatched, but no later
	than 7 days prior to the date of general meetings.
	The shareholders' general meetings may, subject to compliance
	with relevant laws, administrative regulations, and relevant
	requirements of the securities regulatory authority at the place
	where the shares of the Company are listed, by way of ordinary
	resolution, remove any director whose term of office has not
	expired (However, claims that can be filed under any contract are
	not affected by this.).
Article 133	The cumulative voting system may be used in the voting for the
	election of directors at the shareholders' general meetings in
	accordance with provisions of these Articles of Association or the
	resolutions adopted at the shareholders' general meetings.
	The "cumulative voting system" as referred to in the preceding
	paragraph means that in the election of directors or supervisors at
	the shareholders' general meetings, the voting right each share has
	equals to the number of candidates for directors. Shareholders may
	use their voting right collectively. The Board of Directors shall
	announce to shareholders the resumes and basic information of
	these candidates of directors.

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SECTION II INDEPENDENT NON-EXECUTIVEDIRECTORS

Article 136 The Company has independent non - executive directors . Independent non-executivedirectors are such directors who serve no other positions in the Company other than independent non-executivedirectors, and have no relationship with the Company and its substantial shareholders which may affect their independent and objective judgment. Independent non-executivedirectors shall account for at least one third of the members of the Board of Directors, and be no less than three. At least one of the Independent non-executivedirectors of the Company shall have appropriate professional qualifications or accounting or related financial management expertise, and comply with the requirements under Rule 3.10(2) of the HK Listing Rules .

Independent non-executivedirectors must satisfy the independence requirement in accordance with Rule 3.13 of the HK Listing Rules .

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Where no re-electionis made timely upon expiration of the term of office of the director, or the number of the directors of the Company is less than the legal quorum due to a director's resignation, before the reelected director takes office, the original director shall still perform his duties as a director in accordance with the laws, administrative regulations, regulatory rules in the place where the Company's shares are listed and these Articles of Association.

Article 135

A director may resign before expiration of his term of office, subject to submission of a written resignation report to the Board of Directors. If the number of the directors of the Company is less than the legal quorum due to a director's resignation, before the re-electeddirector takes office, the original director shall still perform his duties as a director in accordance with the laws, administrative regulations, departmental rules and these Articles of Association.

Other than the circumstances mentioned in the preceding paragraph, the resignation of a director becomes effective upon submission of his resignation report to the Board of Directors.

Article 134

Article 137	An independent non-executive director shall meet the following
	basic conditions:
	(i)	Being qualified as a director of a listed company in
		accordance with laws, regulations and normative documents
		and the provisions of the securities regulatory authority in
		the place where the Company's shares are listed;
	(ii)	Having a bachelor's degree or above, or a senior professional
		title or above;
	(iii)	Performing duties independently, without being affected
		by the substantial shareholders of the Company, de facto
		controllers or other entities or individuals that have an
		interest in the Company;
	(iv)	Having basic knowledge of the operation of listed companies
		and being familiar with relevant laws, regulations and
		normative documents and rules;
	(v)	Having more than 5 years of legal, economic, financial,
		accounting or other work experience conducive to the
		performance of the duties of an independent non-executive
		director;
	(vi)	Ensuring that there is sufficient time and energy to perform
		his duties effectively and committing to abide by the
		fiduciary duty and diligence.
Article 138	An independent non-executive director shall be independent and
	the following persons shall not act as independent non-executive
	directors:
	(i)	The persons who serve for the Company or its subsidiaries
		and related parties, and their immediate family members,
		major social relationships and the core connected persons as
		defined under the HK Listing Rules ;
	(ii)	Natural person shareholders and their immediate family
		members, who directly or indirectly hold more than 1%
		of the issued shares of the Company among the top 10
		shareholders of the Company;
	(iii)	The persons providing financial, legal, consulting and
		other services to the Company or its subsidiaries, and their
		immediate family members and major social relationships;

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	(iv)	Other persons as stipulated in these Articles of Association;
	(v)	Other persons as stipulated by laws and regulations, the
		CSRC, the securities regulatory authority in the place
		where the Company's shares are listed, and other relevant
		regulatory agencies.
	The above-mentioned "immediate family members" refer
	to spouses, parents, children, etc . (same as below); the
	above-mentioned major social relationships refer to brothers and
	sisters, parents-in-law,daughters/sons-in-law, spouses of brothers
	and sisters, and brothers and sisters of spouses etc.
Article 139	The functions of an independent non-executive director include
	but not limited to the following:
	(i)	To participate in the meetings of the Board of Directors
		and provide independent opinions on corporate strategic
		decision-making, appointment of senior management
		members and other decisions concerning the Company's
		significant interests;
	(ii)	To play a leading and guiding role when there is potential
		conflicts of interest such as related party transactions, and
		fully protect the legitimate interests of the Company and
		investors;
	(iii)	To be invited to serve as members of the special committees
		such as the Audit and Risk Management Committee, the
		Nomination Committee, the Remuneration and Evaluation
		Committee, and the Strategy and Development Committee;
		and
	(iv)	To carefully check whether the Company's operating
		performance has achieved the set goals and expressed
		opinions at relevant meetings.
Article 140	In addition to the provisions of Section I of this Chapter, the
	provisions of Chapter XIV of these Articles of Association
	concerning the qualifications and obligations of directors shall
	apply to independent non-executive directors.

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Article 141	Where the Board of Directors and the Board of Supervisors request
	the general meetings to remove an independent non-executive
	director, they shall serve a written notice to such independent
	non-executive director within one month before the general
	meetings. The independent non-executive director has the right to
	present his opinions, either orally or in writing, prior to the voting.
	The general meetings shall vote after considering the opinions
	expressed by such independent non-executive director.
	The proposal of the Board of Supervisors to request the removal
	of an independent non-executive director shall be submitted to the
	general meetings for consideration by more than two thirds of the
	votes of all supervisors. The independent non-executive director
	may explain the situation to the Board of Supervisors and make
	representations and defenses before the Board of Supervisors
	proposes a proposal of dismissal.
Article 142	When an independent non-executive director fails to meet the
	conditions of independence or other circumstances that are not
	suitable for the performance of the duties of an independent
	non-executive director, resulting in the number of independent
	non-executive directors failing to meet the requirements of
	these Articles of Association, the Company shall supplement the
	number of independent non-executive directors as required. The
	term of each independent non-executive director is same as that
	of other directors of the Company. Upon expiration of the term of
	office, they may be re-elected and re-appointed, but the term of
	re-election shall not exceed six years.
	SECTION III BOARD OF DIRECTORS
Article 143	The Company shall have a Board of Directors, consisting of 9
	directors, and shall have one chairman, and could have one deputy
	chairman. The Board of Directors shall include at least one-third
	of the independent non-executive directors and no less than three
	independent non-executive directors at any time.
	The chairman and deputy chairman shall be elected and removed
	by more than one half of the directors. The term of office of the
	chairman and deputy chairman is three (3) years, renewable upon
	re-election and re-appointment.
Article 144	The Board of Directors shall formulate the rules of procedures
	to be followed at meetings of the Board of Directors, so as to
	ensure the Board of Directors fulfill resolutions adopted at the
	shareholders' general meetings, improve working efficiency and
	ensure scientific decision making.

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Article 145	The Board of Directors shall be accountable to the shareholders'
	general meetings, and shall exercise the following powers:
	(i)	To convene the shareholders' general meetings and to report
		on its work to the shareholders' general meetings;
	(ii)	To implement the resolutions adopted by the shareholders'
		general meetings;
	(iii)	To determine the Company's business plans and investment
		plans;
	(iv)	To formulate the Company's plans for annual financial
		budgets and final accounts;
	(v)	To formulate the Company's profit distribution plans and
		plans to cover losses;
	(vi)	To formulate the plans for the increase or reduction of the
		Company's registered capital and for the issuance of the
		Company's bonds or other securities as well as the listing
		plans;
	(vii)	To formulate plans for major acquisitions, repurchase of the
		Company's shares;
	(viii) To formulate plans for merger, division, dissolution or
		change of the corporate form of the Company;
	(ix)	To determine, to the extent authorized by the shareholders'
		general meetings, on such matters as the external
		investments, purchase or sale of assets, assets pledge,
		external guarantee, entrusted financing and related
		transactions of the Company;
	(x)	To decide on the establishment of the Company's internal
		management organizations;
	(xi)	To appoint or remove the Company's general manager and
		the secretary of the Board of Directors, and, according to
		the nomination of the general manager, to appoint or remove
		the deputy general manager, chief financial officer, chief
		engineer and other senior management members and decide
		on their remuneration, bonus and punishment;
	(xii)	To formulate the Company's basic management policies;

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(xiii) To formulate the plans for the amendment to these Articles

	of Association;
	(xiv) To manage the information disclosure of the Company;
	(xv) To propose to the shareholders' general meetings for
	retaining or replacement of the accounting firm that performs
	auditing for the Company;
	(xvi) To debrief the work report of the general manager of the
	Company and examine his work;
	(xvii) To exercise any other powers granted by the laws,
	regulations, the regulatory rules of the place where the shares
	of the company are listed, and other authorities provided
	by the shareholders' general meetings and these Articles of
	Association.
	Other than the Board of Directors' resolutions in respect of the
	matters specified in items (vi), (viii) and (xiii) of these Articles of
	Association which shall be passed by the affirmative votes of more
	than two-thirds of all directors, the Board of Directors' resolutions
	in respect of all other matters may be passed by the affirmative
	votes of a majority of all the directors.
Article 146	No directors shall act, in their personal capacity, on behalf of the
	Company or the Board of Directors beyond provisions in these
	Articles of Association or without lawful authorization by the
	Board of Directors. A director shall, when acting in his personal
	capacity, state his standings and identities in advance if a third
	party has reasonable reasons to believe that the said director is
	acting on behalf of the Company or the Board of Directors.
Article 147	Unless otherwise provided by laws, regulations, the regulatory
	rules of the place where the Company's shares are listed and
	these Articles of Association, the investments in other enterprises
	or guarantees provided by the Company shall be subject to the
	resolutions of the Board of Directors.
Article 148	The Board of Directors shall determine the extent of authority for
	external investments, purchase or sale of assets, assets pledge,
	external guarantees, entrusted financing and related transactions
	of the Company, establish strict examination and decision-making
	procedures, organize related experts and professionals to make
	assessment in case of significant investment projects and report to
	the shareholders' general meetings for approval.

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Article 149	At the time of disposal of the fixed assets, the Board of Directors
	shall not, without the approval of shareholders' general meetings,
	dispose or agree to dispose of any fixed assets of the Company
	where the aggregate of the expected value of the fixed assets to
	be disposed of, and the value derived from the fixed assets which
	have been disposed of within four months immediately preceding
	the proposed disposition, exceeds 33% of the value of the fixed
	assets as shown in the latest balance sheet which is considered by
	the shareholders' general meeting.
	For the purposes of this Article, the term of "disposal of the
	fixed assets" includes an act involving the transfer of an interest
	in certain assets but does not include the use of fixed assets as
	security.
	The validity of the transaction by disposal of fixed assets by the
	Company shall not be affected by any breach of the first paragraph
	of this Article.
Article 150	The chairman of the Board of Directors shall exercise the
	following functions and powers:
	(i) To preside over shareholders' general meetings and to
	convene and preside over meetings of the Board of Directors;
	(ii) To inspect the implementation of resolutions passed by the
	Board of Directors;
	(iii) To sign the securities issued by the Company;
	(iv) To exercise other powers granted by the Board of Directors
	and as required by laws, regulations, normative documents
	and the regulatory rules of the place where the shares of the
	Company are listed.
	The deputy chairman of the Board of Directors shall assist the
	chairman. If the chairman of the Board of Directors is unable or
	fails to perform his duties, the deputy chairman shall perform
	such duties (if the Company has two or more deputy chairmen of
	the Board of Directors, then the deputy chairman of the Board of
	Directors jointly recommended by more than half of the directors
	shall perform the duties); if the deputy chairman of the Board of
	Directors is unable or fails to perform his duties, a director elected
	by more than half of the directors shall perform such duties.

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Article 151	The Board of Directors shall hold at least four regular meetings
	each year, which shall be convened by the chairman of the Board
	of Directors and notify all directors, supervisors and general
	manager fourteen days in advance. An interim board meeting is
	not subject to the notice time, but a reasonable notice shall be
	served on all directors, supervisors and general manager.
	An interim meeting of the Board of Directors may be convened
	under any of the following circumstances:
	(i) One third or more directors jointly propose to hold such
		meeting;
	(ii)	The Board of Supervisors proposes to hold such meeting;
	(iii)	The shareholders representing one tenth or more of the
		voting rights propose to hold such meeting;
	(iv)	When the chairman of the Board of Directors deems
		necessary;
	(v) When it is jointly proposed by more than half of independent
		non-executive directors;
	(vi) When it is proposed by the general manager.
	The chairman of the Board of Directors shall convene and preside
	over the meetings of the Board of Directors within ten days of
	receipt of the proposal.
Article 152	The notice of the regular and interim meetings of the Board of
	Directors shall be served in such manners: The written notice
	affixed with the seal of the Board of Directors shall be served to
	all directors, supervisors and the general manager by a person,
	e-mail or fax or in the way permitted by the supervision rules in
	the place where the Company's shares are listed. Where the above
	notice is served by e-mail or by fax, the Company shall make a
	confirmation through phone and keep a record. The time limit
	for notice: A notice of regular meetings of the Board of Directors
	shall be served fourteen days before the meetings, and a notice
	of interim meetings of the Board of Directors shall not be subject
	to the time limit, but a reasonable notice shall also be served to
	all directors, supervisors and the general manager. The convener
	shall explain at the meetings and record it in the minutes of the
	meetings.

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Article 153	A notice on the meetings of the Board of Directors shall include:
	i.	The time and place of the meetings;
	ii.	The duration of the meetings;
	iii. The particulars of matters and the matters to be discussed;
	iv. The date when the notice is given.
Article 154	A meeting of the Board of Directors shall be held only when more
	than half of the directors are present.
	Each director shall have one vote. Any resolution of the Board
	of Directors must be subject to adoption by a majority of all
	directors. Where there is an equality of votes both for and against
	a proposal, the chairman of the Board of Directors shall have an
	additional casting vote.
Article 155	The directors shall attend the meetings of the Board of Directors
	in person. Where any director is unable to attend the meetings for
	reasons, he may, by issuing a written power of attorney, entrust
	another director to attend the meeting on his behalf, with the scope
	of authorization to be stated clearly therein.
	The directors who attend the meetings on behalf of other
	directors shall exercise the rights as directors within the scope
	of authorization. Failure by a director to attend a meeting of the
	Board of Directors in person, or to authorize a representative to
	attend the meetings on his behalf, shall be deemed to waive his
	voting right at such meetings.
Article 156	The Board of Directors shall keep minutes of resolutions on
	matters discussed at meetings. The directors and the secretary of
	the Board of Directors present at the meetings shall sign on the
	meeting minutes. The meeting minutes shall be kept for ten years.
	The directors shall be responsible for any resolutions adopted by
	the Board of Directors. If any resolution of the Board of Directors
	violates the laws, administrative regulations, the regulatory rules
	of the place where the shares of the Company are listed or these
	Articles of Association, and the Company suffers serious losses
	as a result, the directors who have participated in passing such
	resolution shall compensate the Company. However, if it can be
	proven that a director expressly objects to the resolution when
	the resolution was voted, and that such objection was recorded
	in the meeting minutes, such director shall be released from such
	liability.

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SECTION IV	SPECIAL COMMITTEES OF THE BOARD OF DIRECTORS
Article 157	The Board of Directors of the Company sets up the Audit and
	Risk Management Committee, the Nomination Committee, the
	Remuneration and Evaluation Committee, and the Strategy and
	Development Committee. The Board of Directors can set up other
	special committees and adjust existing committees as needed.
Article 158	The Board of Directors shall separately formulate the terms of
	reference of the special committees under the Board of Directors
	on their composition, responsibilities and working procedures.
Article 159	Each special committee may employ intermediary agencies
	to provide independent professional advice, and the relevant
	expenses shall be borne by the Company.
Article 160	The Nomination Committee shall consist of three directors, of
	which, independent non-executive directors shall be the majority
	and the chairman of the committee shall be the chairman of the
	Board of Directors or an independent non-executive director.
Article 161	The Remuneration and Evaluation Committee shall consist of
	three directors, of which, the independent non-executive directors
	shall be the majority, and the chairman of the committee shall be
	an independent non-executive director.
Article 162	The Audit and Risk Management Committee shall consist of
	three non-executive directors, and the chairman of the committee
	shall be an independent non-executive director. The independent
	non-executive directors in the Audit and Risk Management
	Committee shall be the majority and at least one independent
	non-executive director shall have appropriate professional
	qualifications or accounting or related financial management
	expertise.
Article 163	The Strategy and Development Committee shall consist of three
	directors, and the chairman of the committee is nominated by the
	chairman of the Board of Directors of the Company. The chairman
	of the Board of Directors proposes candidates after discussion
	with the relevant directors for the Board of Directors' deliberation
	and decision.

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	CHAPTER XI SECRETARY OF THE BOARD OF
	DIRECTORS OF THE COMPANY
Article 164	The Company shall have a secretary of the Board of Directors. The
	secretary of the Board of Directors shall be a senior management
	member of the Company.
Article 165	The secretary of the Board of Directors shall be a natural person
	who has essential expertise and experience, to be nominated
	by the chairman of the Board of Directors, to be employed or
	dismissed by the Board of Directors, with the main responsibilities
	as follows:
	(i)	To ensure that the Company have complete organizational
		documents and records;
	(ii)	To ensure that the Company prepare and deliver, in
		accordance with law, the reports and documents required by
		competent authorities;
	(iii)	To ensure proper establishment of the register of
		shareholders of the Company, and ensure that the persons
		entitled to obtain related records and documents of the
		Company timely obtain such records and documents.
Article 166	The secretary of the Board of Directors may be held concurrently
	by a director or other senior management members . The
	accountant from the accounting firm engaged by the Company or
	management members of controlling shareholders shall not serve
	as the secretary of the Board of Directors concurrently.

Where the secretary of the Board of Directors is held concurrently by a director, and an act is required to be conducted by a director and a secretary separately, the person who holds the offices of director and secretary concurrently shall not perform such act in a dual capacity.

CHAPTER XII GENERAL MANAGER OF THE COMPANY

Article 167	The Company shall have one general manager, who shall be
	appointed or dismissed by the Board of Directors. The Company
	shall have several deputy general managers, one chief financial
	officer and one chief engineer.
	The term of office of the general manager and other senior
	management members shall be three years, renewable upon
	reappointment.

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Article 168	The general manager shall be accountable to the Board of
	Directors and shall exercise the following functions and powers:
	(i)	T o b e i n c h a r g e o f t h e C o m p a n y ' s o p e r a t i o n a n d
		management, and to organize the implementation of the
		resolutions of the Board of Directors;
	(ii)	To organize the implementation of the Company's annual
		business plans and investment plans;
	(iii)	To draft plans for the establishment of the Company's
		internal management organizations;
	(iv)	To draft the Company's basic management system;
	(v)	To formulate the specific rules and regulations of the
		Company;
	(vi)	To propose the appointment or dismissal of the Company's
		deputy general managers, chief financial officer and chief
		engineer;
	(vii)	To appoint or dismiss management personnel other than
		those required to be appointed or dismissed by the Board of
		Directors;
	(viii) Other functions and powers granted by these Articles of
		Association and the Board of Directors.
Article 169	The general manager of the Company shall attend meetings of the
	Board of Directors. The general manager who is not a director
	shall not have any voting rights at meetings of the Board of
	Directors.
Article 170	The general manager shall formulate working rules of the general
	manager, which shall be implemented after being approved by the
	Board of Directors.
Article 171	The working rules of the general manager shall include:
	(i)	Conditions, procedures of and participants at the general
		manager's meeting;
	(ii)	Specific responsibilities and work allocations of the general
		manager and other senior management members of the
		Company;

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1. Use of funds and assets of the Company, scope of authorization to enter into material contracts and policies regarding reporting to the Board of Directors and the Board of Supervisors;
2. Other matters which the Board of Directors deems necessary.

Article 172	The general manager of the Company, in exercising his powers,
	shall act honestly and diligently in accordance with laws,
	administrative regulations, regulatory rules of the place where the
	shares of the Company are listed and these Articles of Association.
Article 173	The general manager may resign before expiration of his terms of
	office. The specific procedures and methods for the resignation of
	the general manager shall be specified in the employment contract
	between the general manager and the Company.
	CHAPTER XIII BOARD OF SUPERVISORS
Article 174	The Company shall have the Board of Supervisors.
Article 175	The Board of Supervisors shall consist of 5 supervisors. Each
	supervisor shall serve for a term of three years, renewable upon
	re-election. The Board of Supervisors shall have a chairman.
	The appointment or removal of the chairman of the Board of
	Supervisors requires approval by votes of two-thirds or more of
	the members of the Board of Supervisors.
	If no reelection is made timely upon expiration of the term
	of office of a supervisor, or the number of members of the
	Board of Supervisors is less than the legal quorum due to any
	supervisor's resignation during his terms of office, before the
	reelected supervisor takes office, the original supervisor shall
	still perform his duties as a supervisor in accordance with the
	laws, administrative regulations, the regulatory rules of the place
	where the shares of the Company are listed and these Articles of
	Association.
Article 176	The members of the Board of Supervisors shall consist of three
	shareholder representatives who shall be elected and dismissed
	by the shareholders' general meetings, and two employee
	representatives who shall be elected and dismissed democratically
	by the employees of the Company.
Article 177	The directors, general manager and other senior management
	members of the Company shall not act concurrently as supervisors.

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Article 178	Meetings of the Board of Supervisors shall be held at least twice
	every year and once every six months, and convened and presided
	over by the chairman of the Board of Supervisors. Supervisors
	may propose to hold an interim meeting of the Board of
	Supervisors. If the chairman of the Board of Supervisors is unable
	or fails to perform the duties, a majority of supervisors shall
	jointly elect a supervisor to convene and preside over the meetings
	of the Board of Supervisors. A notice of the meetings of the Board
	of Supervisors shall include:
	(i)	The date, place and duration of the meetings;
	(ii)	Particulars of a matter and the matters to be discussed;
	(iii) The date when the notice is given.
Article 179	The Board of Supervisors shall be accountable to the shareholders'
	general meetings, and shall exercise the following powers in
	accordance with the law:
	(i)	To review the Company's financial affairs, examine and
		submit written opinions on the periodical Company's reports
		prepared by the Board of Directors;
	(ii)	To supervise the directors and senior management members'
		activities in performing duties of the Company, propose
		for removal of any director or senior management member
		in violation of any laws, administrative regulations, the
		regulatory rules of the place where the shares of the
		Company are listed, these Articles of Association or the
		resolutions of the shareholders' general meetings;
	(iii)	To demand any director and senior management member
		who acts in a manner which is harmful to the Company's
		interests to rectify such behavior;
	(iv)	To check the financial information, such as the financial
		reports, reports of operations and profit distribution plans to
		be submitted by the Board of Directors to the shareholders'
		general meetings, and to authorize in the Company's name,
		public certified accountants and licensed auditors to assist
		in the re-examination of such information, should any doubt
		arise in respect thereof;

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	(v)	To propose to convene an extraordinary general meeting,
		and to convene and preside over the shareholders' general
		meetings where the Board of Directors fails to perform its
		duty to do so;
	(vi)	To submit proposals to the shareholders' general meeting;
	(vii)	To represent the Company in negotiations with any director
		and senior management members, or to initiate legal
		proceedings against any director and senior management
		members;
	(viii) To conduct investigations whenever unusual conditions of
		operation of the Company arise and if necessary, to engage
		professional institutions such as accounting firms and law
		firms to assist in the investigations; and
	(ix)	Such other powers as provided by these Articles of
		Association.
	Supervisors could attend meetings of the Board of Directors as
	non-voting delegates.
Article 180	Supervisors may propose to convene an interim meeting of
	the Board of Supervisors. For each meeting of the Board of
	Supervisors, the staff member shall serve a meeting notice affixed
	with the seal of the Board of Supervisors to the supervisors in
	person, by mail, fax, e-mail or telephone fourteen days before
	convening the meeting. The indirect delivery shall also be
	confirmed by telephone and recorded, and the notice shall include
	the date and place of the meeting, the duration of the meeting,
	matters to be discussed at the meeting and the date of the notice.

The meetings of the Board of Supervisors shall only be held when two thirds or more of the supervisors attend at the meetings. Votes by open ballot shall be made at the meetings of the Board of Supervisors. Each supervisor shall have one vote. The supervisors shall be present in person at the meetings of the Board of Supervisors. Where a supervisor is unable to be present for certain reasons, he may by power of attorney entrust another supervisor in writing to be present on his behalf, with the scope of authorization clearly indicated in the power of attorney.

A resolution of the Board of Supervisors must be passed by two thirds or more of the members of the Board of Supervisors.

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Article 181	Minutes shall be prepared for the meetings of the Board of
	Supervisors, and supervisors are entitled to request to make
	descriptive statements for his speech at the meeting minutes.
	Supervisors and recorder present at the meetings shall sign
	thereon. The meeting minutes of Board of Supervisors shall
	be kept by the secretary of the Board of Directors as corporate
	archives. The meeting minutes shall be kept for ten years.
Article 182	All expenses incurred for the engagement by the Board of
	Supervisors of professionals such as lawyers, certified public
	accountants or licensed auditors in the exercise of its powers shall
	be borne by the Company.
Article 183	The supervisors shall faithfully perform the supervision duties in
	accordance with the laws, administrative regulations, regulatory
	rules of the place where the shares of the Company are listed
	and these Articles of Association. A supervisor shall ensure
	that the information disclosed by the Company is true, accurate
	and complete. The supervisors shall not make use of the related
	party relationship against the interests of the Company. Whoever
	violates this provision causing damages to the Company shall be
	liable for indemnification.
Article 184	The Board of Supervisors shall formulate rules of procedures
	of the Board of Supervisors, specify the method for conducting
	business and the voting procedures of the Board of Supervisors, so
	as to ensure the working efficiency and scientific decision-making
	of the Board of Supervisors.
CHAPTER XIV	QUALIFICATIONS AND DUTIES OF DIRECTORS,
SUPERVISORS, GENERAL MANAGER AND OTHER SENIOR
MANAGEMENT MEMBERS OF THE COMPANY
Article 185	No one shall be a director, supervisor, general manager or other

senior management members of the Company if falling under any of the following circumstances:

(i) Being without civil capacity or having limited civil capacity;

(ii) Having been penalized or sentenced due to an offence of corruption, bribery, encroachment on property, misappropriation of property or disruption of the social market economic order, or having been deprived of political rights due to the committing of any crime, and in each case, five years not having been elapsed since the completion of such sentence;

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	(iii)	Having been a director, factory director or general manager
		of a company or enterprise which had been bankrupt and
		liquidated due to improper operation and management
		whereby such person was personally liable for the
		bankruptcy of such company or enterprise, and three years
		not having been elapsed since the date of completion of the
		liquidation of the company or enterprise;
	(iv)	Having been the legal representative of a company or
		enterprise whose business license was revoked or ordered
		closure due to violation of laws whereby such person was
		personally liable, and three years not having been elapsed
		since the date of revocation of the business license of the
		company or enterprise;
	(v)	Being a debtor personally liable for a relatively large debt
		which has not been paid as it fell due;
	(vi)	Having been subject to an investigation by judicial
		authorities for criminal offences, and such investigation is
		pending;
	(vii)	Being banned from being leaders of enterprises by laws and
		regulations;
	(viii) Being a non-natural person;
	(ix)	Having been adjudged by the relevant competent authorities
		of violations of relevant securities laws which involves fraud
		or dishonesty, and five years not having been elapsed since
		the date of the judgment;
	(x)	The circumstances specified by relevant laws and regulations
		of the place where the shares of the Company are listed.
Article 186	The validity of an act carried out by a director, general manager
	and other senior management members of the Company on its
	behalf, against a bona fide third party, shall not be affected by any
	noncompliance in his office, election or qualification.

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Article 187	In addition to the obligations imposed by laws, administrative
	regulations or the regulatory rules of the place where the shares
	of the Company are listed, each of the Company's directors,
	supervisors, general manager and other senior management
	members shall have the following obligations to each shareholder,
	during the exercise of their powers conferred by the Company:
	(i)	Not to cause the Company to exceed the scope of business
		stipulated in its business license;
	(ii)	To act honestly in the best interests of the Company;
	(iii)	Not to expropriate the Company's property in any way,
		including (without limitation) usurpation of opportunities
		which benefit the Company;
	(iv)	Not to expropriate the individual rights of shareholders,
		including (without limitation) distribution rights and voting
		rights, save and except pursuant to a restructuring of the
		Company which has been submitted to the shareholders'
		general meetings for approval in accordance with these
		Articles of Association.
Article 188	Each of the Company's directors, supervisors, general manager
	and other senior management members shall be obligated, in the
	exercise of his powers or performance of his duties, to exercise the
	care, diligence and skill that a reasonably prudent person would
	exercise under similar circumstances.
Article 189	Directors shall meet the responsibilities of the required skills,
	prudence and diligence.
Article 190	Each of the Company's directors, supervisors, general manager
	and other senior management members shall perform his duties
	in accordance with fiduciary principles; and shall not put himself
	in a position where his duty and his interests may conflict. These
	principles include (without limitation):
	(i)	To act honestly in the best interests of the Company;
	(ii)	To act within the scope of his powers and not to exceed such
		powers;

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1. To exercise his discretionary power in person without the manipulations of other persons, and not to transfer such power to other persons unless permitted by laws, administrative regulations or the regulatory rules of the place where the shares of the Company are listed or approved by the shareholders' general meetings with full knowledge;
2. To treat shareholders of the same class with equality, and shareholders of different classes with fairness;
3. Not to enter into any contracts or transactions or arrangements with the Company unless otherwise required by these Articles of Association or approved by the shareholders' general meetings with full knowledge;
4. Not to employ the Company's assets in any way so as to pursue interests for himself unless approved by the shareholders' general meetings with full knowledge;
5. Not to accept any bribery or other illegal income by using his powers and position, nor misappropriate the funds or seize the assets of the Company in any manner, including (but not limited to) opportunities beneficial to the Company;
6. Not to accept commissions relating to the transactions of the Company without the approval of the shareholders' general meetings with full knowledge;
7. To obey these Articles of Association, perform his duties faithfully, protect the Company's interests, and not to pursue his personal gain by taking advantage of his powers and positions in the Company;
8. Not to compete with the Company in any way unless approved by the shareholders' general meetings with full knowledge;
9. Not to misappropriate the funds of the Company or loan the funds of the Company to other persons, open accounts in his own name or another individual's name for deposit of the Company's assets, or use Company's assets as security for the debts of the shareholders of the Company or other individuals;

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	(xii)	Not to divulge the confidential information relating to
		the Company received during his terms of office, unless
		approved by the shareholders' general meetings with full
		knowledge; and not to use such information unless for the
		purpose of the Company's interests; however, to be allowed
		to disclose such information to a court or other governmental
		authorities under the following circumstances:
		(a) As prescribed by law;
		(b) As required for the purpose of public interest;
		(c) As required for the purpose of such director's,
		supervisor's, general manager's and other senior
		management members' own interests.
Article 191	Directors, supervisors, general manager and other senior
	management members of the Company shall not direct the
	following persons or organizations (relevant persons) to engage
	in activities prohibited for directors, supervisors, general manager
	and other senior management members of the Company:
	(i)	Spouses or underage children of directors, supervisors,
		general manager and other senior management members of
		the Company;
	(ii)	Trustees of directors, supervisors, general manager and other
		senior management members of the Company or of such
		persons as described in item (i) of this Article;
	(iii)	Partners of directors, supervisors, general manager and other
		senior management members of the Company or of such
		persons as described in items (i) or (ii) of this Article;
	(iv)	Companies de facto separately controlled by directors,
		supervisors, general manager and any other senior
		management members of the Company, or companies de
		facto jointly controlled with such persons as described
		in items (i), (ii) or (iii) of this Article or other directors,
		supervisors, general manager and other senior management
		members of the Company;
	(v)	Directors, supervisors, general manager and other senior
		management members of the controlled company referred to
		in item (iv) of this Article; and

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	(vi) Any person who is deemed to be an associate of the
	directors, supervisors, general manager and other senior
	management members in accordance with the HK Listing
	Rules .
Article 192	The fiduciary duty of a director, supervisor, general manager and
	any other senior management member of the Company may not
	necessarily cease upon the conclusion of his term of office, their
	obligations to keep business secrets of the Company confidential
	shall survive after the conclusion of his term of office. The
	duration of other obligations shall be determined in accordance
	with the principle of fairness, depending upon the time of length
	between the occurrence of the relevant event and the time when
	he leaves the office, and the situation and the circumstances and
	situations under which his relationship with the Company is
	ended.
Article 193	Any director, supervisor, general manager or other senior
	management members who violates any law, administrative
	regulation, rule of regulatory authorities in the place where the
	Company's shares are listed, or these Articles of Association
	during the performance of his duties and causes loss to the
	Company, shall be liable for compensation.
Article 194	The shareholders' general meetings with full knowledge of the
	relevant circumstances may relieve the liability of a director,
	supervisor, general manager and any other senior management
	members of the Company as a result of his violation of any
	specific duty, except for the circumstances as set out in Article 61
	of these Articles of Association.
Article 195	A director, supervisor, general manager and any other senior
	management members of the Company who directly or indirectly
	has material interests in any existing or proposed contracts,
	transactions, or arrangements with the Company (except for
	the employment contracts between the directors, supervisors,
	general manager and other senior management members and
	the Company), shall, as soon as possible, disclose to the Board
	of Directors the nature and extent of his interests, regardless of
	whether or not the relevant matters require the approval of the
	Board of Directors under normal circumstances.

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Any director who has a connected party relationship (as defined by the HK Listing Rules as revised from time to time) with the enterprise involved by the matters subject to resolutions at the meetings of the Board of Directors shall not exercise the voting right on such resolutions, nor exercise the voting right on behalf of another director and shall withdraw from voting. Such meetings of the Board of Directors may be held only if a majority of the directors without related party relationship are present at the meetings, and the resolutions of the meetings of the Board of Directors shall be approved by a majority of the directors without related party relationship. If the number of the directors without related party relationship present at the meetings is less than three, such matters shall be submitted to the shareholders' general meetings of the Company for consideration. The Board of Directors shall explain the deliberation of the Board of Directors on the proposal when the proposal is submitted to the shareholders' general meetings, and shall record the opinions of the directors without related party relationship.

Subject to the exceptions under Note 1 to Appendix 3 of the HK Listing Rules or as approved by the SEHK, no director shall vote for any resolutions of the Board of Directors regarding any contracts, transactions or arrangements in which he or any of his close associates (as defined in the applicable listing rules effective from time to time) has material interests or any other relevant suggestions, and shall not be counted towards the legal quorum of the meeting.

Unless the interested directors, supervisors, general manager and other senior management members of the Company have made such disclosure to the Board of Directors as required by the preceding paragraph of this Article, and the relevant matter has been approved by the Board of Directors at the meetings of the Board of Directors where such directors, supervisors, general manager or other senior management members have not been counted as part of the legal quorum and voted thereat, the Company shall be entitled to cancel such contracts, transactions, or arrangements, except for any other party which is a bona fide party without knowledge of the violation of duties on the part of such directors, supervisors, general manager and other senior management members.

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	Where the relevant persons or associates of the directors,
	supervisors, general manager and other senior management
	members of the Company have interests in certain contracts,
	transactions or arrangements, such directors, supervisors, general
	manager and other senior management members shall also be
	deemed to be interested.
Article 196	If, prior to the Company's initial consideration of relevant
	contracts, transactions, or arrangements, a director, supervisor,
	general manager and any other senior management members
	of the Company has delivered a written notice to the Board of
	Directors, which contains the statement that he has interests in
	the contracts, transactions, or arrangements to be entered into
	by the Company in the future due to the contents specified in
	the notice, such director, supervisor, general manager and other
	senior management members shall be deemed to have made the
	disclosure stipulated by the preceding Article within the scope of
	the statement contained in the notice.
Article 197	The Company shall not, in any manner, pay taxes for its directors,
	supervisors, general manager and other senior management
	members.
	The Company may purchase insurance for various legal risks
	that directors, supervisors, general manager and other senior
	management members may face in performing their duties
	normally.
Article 198	The Company shall not, directly or indirectly, make a loan to
	or provide a loan guarantee to any director, supervisor, general
	manager and other senior management members of the Company
	and the Company's parent companies, or to any of the relevant
	persons of the foregoing.
	The preceding provision shall not apply to the following
	circumstances:
	(i) The provision by the Company of a loan or loan guarantee to
	its subsidiaries;
	(ii) The provision by the Company of a loan or loan guarantee or
	any other funds available to any of its directors, supervisors,
	general manager and other senior management members to
	meet expenditures incurred by him for the purpose of the
	Company or for the purpose of enabling him to perform his
	duties in accordance with the employment contract approved
	by the shareholders' general meetings;

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	(iii)	If the ordinary course of business of the Company includes
		the provision of a loan or loan guarantee, the Company may
		provide a loan or loan guarantee to the relevant directors,
		supervisors, general manager and other senior management
		members and the relevant persons thereof, provided that they
		are on normal commercial terms.
Article 199	Any person who receives funds from a loan which has been made
	by the Company acting in breach of the preceding Article shall,
	irrespective of the terms of the loan, forthwith repay such funds to
	the Company.
Article 200	The loan guarantee which has been provided by the Company
	in breach of the preceding item (i) of Article 199 shall not be
	enforceable against the Company, save in respect of the following
	circumstances:
	(i)	The loan was provided to a relevant person of any of the
		directors, supervisors, general manager and other senior
		management members of the Company or the Company's
		parent companies and the lender of such funds did not know
		of the relevant circumstances at the time of the loan;
	(ii)	The collateral which has been provided by the Company
		has already been lawfully sold by the lender to a bona fide
		purchaser.
Article 201	For the purpose of the preceding provisions of this Chapter, the
	term "guarantee" shall include the undertaking of liability or the
	provision of property by the guarantor to secure the obligator's
	performance of his obligations.
Article 202	When a director, supervisor, general manager and other senior
	management members of the Company breaches the duties which
	he owes to the Company, in addition to any rights and remedies
	provided by laws, administrative regulations and the regulatory
	rules of the place where the shares of the Company are listed, the
	Company shall be entitled:
	(i)	To demand relevant directors, supervisors, general manager
		and other senior management members to indemnify the
		losses sustained by the Company as a result of such breach
		of duty;

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	(ii)	To rescind any contract or transaction entered into between
		the Company and relevant directors, supervisors, general
		manager and other senior management members and between
		the Company and a third party (where such party knew or
		should have known that such director, supervisor, general
		manager and other senior management members representing
		the Company has been in breach of his duty owed to the
		Company);
	(iii)	To demand relevant directors, supervisors, general manager
		and other senior management members to return the benefits
		as result of the breach of his duty;
	(iv)	To recover any money which otherwise should have been
		received by the Company but were received by relevant
		directors, supervisors, general manager and other senior
		management members instead, including (without limitation)
		any commissions;
	(v)	To demand repayment of any interests earned or which may
		have been earned by relevant directors, supervisors, general
		manager and other senior management members on monies
		which should have been received by the Company.
Article 203	The Company shall enter into a written contract with each director
	and supervisor, and shall be approved in advance by the general
	meetings or meetings of Board of Directors. The written contracts
	shall at least include the following provisions:
	(i)	The directors, supervisors and senior management members
		shall undertake to the Company, to comply with the
		Company Law , the Special Regulations , these Articles of
		Association and the Codes on Takeovers and Mergers and
		the Codes on Share Repurchases and other regulations of
		the SEHK, and agree that the Company will be entitled to
		the remedies as provided in these Articles of Association,
		and that neither the contract nor his office is capable of
		assignment;
	(ii)	The directors, supervisors or senior management members
		shall undertake to the Company representing each
		shareholder, to comply with and perform the duties that
		he shall perform to the shareholders as required by these
		Articles of Association;
	(iii)	The arbitration provisions as specified in Article 255 hereof.

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	The aforesaid remuneration may include:
	(i)	Remuneration in respect of his service as a director,
		supervisor or senior management member of the Company;
	(ii)	Remuneration in respect of his service as a director,
		supervisor or senior management member of any subsidiary
		of the Company;
	(iii)	Remuneration in respect of the provision of other services in
		connection with the management of the Company and any of
		its subsidiaries; and
	(iv)	Payment by way of compensation for loss of office or in
		connection with the retirement of such director or supervisor
		from office.
	No proceedings may be brought by a director or supervisor against
	the Company for anything due to him in respect of the matters
	mentioned in this Article except pursuant to any contract described
	above. The Company shall also disclose periodically to the
	shareholders about the remuneration of directors, supervisors and
	other senior management members received from the Company.
Article 204	Any contracts for remuneration between the Company and its
	directors or supervisors shall provide that in the event that the
	Company is to be acquired by others, the Company's directors and
	supervisors shall, subject to the prior approval of the shareholders'
	general meetings, have the right to receive compensation or other
	payment in respect of his loss of office or retirement.
	For the purposes of the preceding paragraph, the acquisition of the
	Company includes any of the following:
	(i)	An acquisition offer made by any person to all the
		shareholders; or
	(ii)	An acquisition offer made by any person with a view to
		enable the offeror to become a "controlling shareholder",
		which has the same meaning as prescribed in Article 62 of
		these Articles of Association.

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If the relevant director or supervisor does not comply with this Article, any sum so received by him shall belong to those persons who have sold their shares as a result of acceptance of such offer. The expenses incurred for distributing such sum on a pro rata basis amongst such persons shall be borne by such director or supervisor and shall not be paid out of such sum.

CHAPTER XV PARTY ORGANIZATION AND PARTY BUILDING

Article 205	Establishment of Party Organization
	In accordance with the Constitution of the Communist Party of
	China, the Company has established a Party committee (hereinafter
	referred to as the "Party Committee") and a discipline inspection
	commission (hereinafter referred to as the "Discipline Inspection
	Commission"). The Party Committee shall consist of 5 Party
	Committee members, among whom, one serves as the secretary,
	and 2 serve as deputy secretaries. The secretary to the Party
	Committee and the chairman of the Board of Directors of the
	Company shall be served by the same individual in principle
	to perform the duty as the first responsible person for Party
	building. The Discipline Inspection Commission shall consist of
	3 Discipline Inspection Commission members, among whom, one
	serves as the secretary. The secretary to the Discipline Inspection
	Commission performs the duty as the first responsible person
	for supervising the style of work and Party integrity, and is also
	responsible for the discipline inspection and monitoring.
	Pursuant to the relevant regulations, the Party Committee of the
	Company shall gradually establish the grass-root organizations
	of the Party and carry out the activities of the Party. The Party
	organization of the Company shall hold regular elections in
	accordance with the "Provisional Regulations on the Election of
	Grass-root Organizations of the Communist Party of China".

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Article 206	Party Committee's Duties
	The Party Committee of the Company shall play a core
	leadership role, and shall carry out the works by holding the
	general direction, controlling the general situation and ensuring
	implementation to guarantee and supervise the implementation of
	the Party's and the state's policies in the Company, and to study
	and implement the major work arrangements of the superiors;
	to study and discuss major operational and managerial issues of
	the Company and put forward opinions and suggestions, and to
	support the shareholders' general meeting, the board of directors,
	the supervisory committee and the management to exercise
	their functions and powers according to law; to strengthen the
	leadership and control over the selection and employment of
	personnel; to fulfill the major responsibility of building a style of
	work of the Party with integrity, and promote the all-round strict
	administration of the Party to the grassroots; to strengthen the
	construction of grass-roots party organizations and team-building
	of party members, unite and lead the masses of workers to actively
	participate in the reform and development of the Company; and
	to lead ideological and political work and the construction of
	spiritual civilization, and to lead mass organizations such as trade
	unions, the Communist Youth League and women's organizations.

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Article 207	Discipline Inspection Commission's Duties
	The Discipline Inspection Commission of the Company, under the
	leadership of the Party Committee and the Discipline Inspection
	Commission at higher levels, assists the Party Committee with
	the building of the style of work and integrity culture as well
	as the organization and coordination of corruption combat,
	performs the supervisory duties assigned by the Constitution of
	the Communist Party of China and the Supervision Law, and
	implements discipline inspection and accountability in a stringent
	manner; to review the implementation of the Party's directions
	and policies and the major decisions and arrangements of the
	Company, and supervise the performance of duties and exercise
	of powers by the Party members and cadres; to reinforce warning
	education and the supervision on the style of work, strictly follow
	the spirit of the eight requirements of the central government and
	the detailed implementation rules of the provincial and municipal
	Party committee, and exert consistent efforts in combating and
	rectifying formalism, bureaucracy, hedonism and extravagance;
	to put more efforts on the investigation of illegal cases, and
	seriously investigate the behaviors in breach of Party disciplines
	and corruption-related cases in strict compliance with relevant
	disciplines and laws.
Article 208	Working Body
	The Company has established a party-mass human resources
	department, which, acting as the working body for the
	implementation of Party building work, is responsible for various
	work, such as Party organization and building, team building
	for Party members, selection and appointment, education and
	cultivation, as well as supervision of the management members
	within its authority. It shall be equipped with a sufficient number
	of Party workers.
	The Company has established an audit and supervision department,
	which, acting as the working body for performing discipline
	inspection and supervision duties, is responsible for discipline
	enforcement, supervision and accountability and it is equipped
	with a sufficient number of discipline inspection and supervision
	staff.

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Article 209	Working Guarantee
	The Company provides necessary conditions for the conduction
	of Party activities, and guarantees the venues for and finances the
	activities of the Party organization.

CHAPTER XVI FINANCIAL AND ACCOUNTING SYSTEMS

AND PROFITS DISTRIBUTION

Article 210	The Company shall establish its financial and accounting policies
	in accordance with laws, administrative regulations and the
	Accounting Standards of China formulated by the competent
	finance authorities under the State Council.
Article 211	At the end of each fiscal year, the Company shall prepare a
	financial report which shall be audited by an accounting firm
	according to law.
	The fiscal year of the Company shall coincide with the calendar
	year, i.e. from January 1 to December 31 on the Gregorian
	calendar.
Article 212	The Board of Directors of the Company shall present to the
	shareholders, at every shareholders' annual meeting, such
	financial reports as are required to be prepared by the Company
	in accordance with the relevant laws, administrative regulations,
	regulatory documents promulgated by local governments and
	competent governmental authorities and the regulatory rules of the
	place where the shares of the Company are listed.
Article 213	The Company's financial reports shall be maintained at the
	Company for shareholders' inspection twenty days before the date
	of the annual shareholders' general meetings. Each shareholder
	shall be entitled to obtain a copy of the financial reports referred
	to in this Chapter.

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Article 214	The Company shall, at least 21 days before the date of the
	shareholders' annual meetings, using the method approved by the
	regulatory rules of the place where the shares of the Company
	are listed to deliver to each shareholder of overseas listed foreign
	shares such aforesaid reports, together with reports of the Board of
	Directors and the balance sheet (including each document required
	to be attached to the balance sheet as provided by laws), the
	income statement or the statement of revenues and expenditures.
	If delivered by postage-paid mails, the address of the recipient is
	based on the address registered on the register of shareholders.
	Without prejudice to the laws, regulations and listing rules of the
	place where the shares of the Company are listed, the Company
	may also issue or provide the same to shareholders through the
	stock exchange and the Company's website or electronically,
	without having to issue or provide it in the manner described
	above.
Article 215	The financial statements of the Company shall, in addition to
	being prepared in accordance with accounting standards and
	regulations of China, be prepared in accordance with either
	international accounting standards, or those of the place outside
	the PRC where the shares of the Company are listed. If there is any
	material discrepancy between the financial statements prepared
	in accordance with two accounting standards, such discrepancy
	shall be stated in the notes to financial statements. In distributing
	its after-tax profits for relevant accounting year, the lower of the
	after-tax profits presented in the aforesaid two financial statements
	shall prevail. If the applicable laws and/or listing rules of the place
	of overseas listing recognize the financial statements prepared in
	accordance with the PRC accounting standards and do not strictly
	require the financial statements to be prepared in accordance with
	the accounting standard of the place of overseas listing, it is not
	necessary for the Company to prepare its financial statements
	in accordance with international accounting standards or the
	accounting standards of the place of overseas listing.

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Article 216	Any interim results or financial information published or disclosed
	by the Company shall be prepared in accordance with accounting
	standards and regulations of China, as well as either international
	accounting standards, or those of the place outside the PRC where
	the shares of the Company are listed. If the applicable laws and/or
	listing rules of the place of overseas listing recognize the interim
	results or financial information prepared in accordance with the
	PRC accounting standards, and do not strictly require the financial
	information to be prepared in accordance with the accounting
	standard of the place of overseas listing, it is not necessary for the
	Company to prepare its interim results or financial information
	in accordance with international accounting standards or the
	accounting standards of the place of overseas listing.
Article 217	The Company shall publish the financial reports twice every
	accounting year, that is, the interim financial report within 60 days
	after the end of the first six months of an accounting year, and
	the annual financial report within 120 days after the end of the
	accounting year.
	The above financial accounting reports are prepared in accordance
	with the relevant laws, administrative regulations, departmental
	rules and regulations of the place where the Company's shares are
	listed.
Article 218	The Company shall not establish accounting book other than those
	required by law. No assets of the Company shall be deposited in
	any account opened in the name of any individual.
Article 219	In distributing the current year's profit after taxation, 10% of the
	profit shall be allocated into the Company's statutory surplus
	reserve fund. When the aggregate amount of the statutory surplus
	reserve has reached 50% of the Company's registered capital,
	further appropriations are not required.
	When the statutory surplus reserve of the Company is not
	sufficient to cover its losses incurred in the previous years, the
	profit of the current year shall be used to make up for such losses
	before allocations are made to the statutory surplus reserve in
	accordance with the preceding paragraph.
	After the Company has allocated statutory surplus reserve from its
	profit after taxation, it may also appropriate discretional reserve
	fund from the profit after taxation upon approval by general
	meetings.

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	The remaining profit after taxation after recovery of losses and
	appropriation of reserve fund, shall be distributed to shareholders
	in proportion of their shareholdings unless it is stipulated in these
	Articles of Association that no profit distribution shall be made in
	accordance with shareholdings.
	If the general meeting has, in violation of the preceding paragraph,
	distributed profits to shareholders before the Company has covered
	the losses and allocated statutory surplus reserve, the shareholders
	shall return to the Company the profit distributed in violation of
	regulations.
	No profit shall be distributed in respect of the shares held by the
	Company.
Article 220	The capital reserve fund includes the following:
	(i) Any premium from share issuance at the price higher than
		the par value of shares;
	(ii) Any other income designated for the capital reserve fund as
		required by the competent finance authority under the State
		Council.
Article 221	The reserve funds of the Company shall be used to cover the
	Company's losses, expand its production and operation, or be
	converted to the Company's increased capital. However, the
	capital reserve funds of the Company shall not be used to cover
	the Company's losses.
	Where the statutory surplus reserve fund is to be converted into
	capital, the remained reserve fund may not fall below 25% of the
	registered capital of the Company before such conversion.
Article 222	The Company may distribute dividends by the following ways.
	(i)	Cash;
	(ii)	Shares.
Article 223	The Company implements the following profit distributions:
	After a resolution of the profit distribution plan is adopted at
	the shareholders' general meetings of the Company, the Board
	of Directors of the Company must complete the distribution of
	dividends (or shares) within two months after the shareholders'
	general meeting is held.

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	When distributing dividends to its shareholders, the Company
	shall, in accordance with the tax law of the PRC, withhold and
	pay on behalf of shareholders the taxes payable on their dividend
	income.
	Interests may accrue on any shares that have been already paid
	before the call is made, but the holder of such shares shall have
	no right to participate in the distribution of the dividends made
	thereafter with respect to the prepaid shares.
Article 224	The Company shall appoint receiving agents for the shareholders
	of the overseas listed foreign shares. Such receiving agents shall
	on behalf of such shareholders receive dividends distributed by the
	Company in respect of the overseas listed foreign shares and all
	other amounts payable, hold in custody such amounts on behalf of
	such shareholders of overseas listed foreign shares, to be paid to
	such holders.
	The receiving agents appointed by the Company shall meet the
	relevant requirements of the laws of the place or the relevant
	requirements of the stock exchange of the place where the shares
	of the Company are listed.
	The receiving agents appointed by the Company for the
	shareholders of overseas listed foreign shares shall each be
	a company registered as a trust company under the Trustee
	Ordinance of Hong Kong .
	In respect of dividends received by shareholders, the Company
	has the right to confiscate unclaimed dividends subject to the
	provisions of the relevant stock exchanges, and such powers may
	not be exercised until the expiration of the applicable limitation
	period.
	The Company shall have the right to terminate the serving of
	dividend warrant in the form of mailing, but it may exercise such
	power only if:

1. the dividend warrant hasn't been cashed for twice consecutively; or
2. the dividend warrant could not reach the addressee at the first time and is returned.

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With respect to the exercise of power to issue warrants to bearer holders, unless the Company, without reasonable doubt, does believe that the original warrants have been destroyed, no new warrants may be issued in place of the lost warrants.

The Company shall have the right to sell the shares of the shareholders of overseas listed foreign shares that cannot be contacted in such a manner as the Board of Directors deems appropriate, subject to the following conditions:

(i) dividends on the relevant shares have been distributed for at least three times within twelve years and were not claimed during the period; and

(ii) after the expiration of the twelve-year period, the Company has published an announcement in one or more newspapers at the place where the Company's shares are listed, stating its intention to sell the shares, and notifying such intention to

	the stock exchanges where such shares are listed.
	If a shareholder does not claim dividends within one year from
	the date of the Company's declaration of dividends, the Board of
	Directors has the right to invest in such dividends for the benefit
	of the Company or for other purposes. Subject to the relevant laws
	and regulations of PRC, the shareholders shall lose the right to
	claim any dividend that is not claimed within six years after the
	announcement of the distribution, and the Company may exercise
	the right of confiscation.
	Dividends may be paid for any shares paid prior to the call, but the
	holder of the shares is not entitled to participate in the dividends
	made thereafter with respect to the prepaid shares.
Article 225	The Company shall implement an internal auditing system and
	appoint full time auditors to carry out internal auditing and
	supervision of the Company's incomes and expenses and economic
	activities.
Article 226	The Company's internal auditing system and the responsibilities
	of the auditors shall be carried out after approval by the Board of
	Directors. The audit leader shall be accountable and report to the
	Board of Directors.

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CHAPTER XVII ENGAGEMENT OF ACCOUNTING FIRM

Article 227	The Company shall engage an independent accounting firm which
	is in compliance with the regulations of the State to audit the
	Company's annual financial report and to review other financial
	reports of the Company.
	The first accounting firm of the Company may be appointed at the
	inaugural meeting of the Company before the first shareholders'
	annual general meeting and the accounting firm so appointed shall
	hold office until the conclusion of the first shareholders' annual
	general meeting.
	If the inaugural meeting fails to exercise its powers under the
	preceding paragraph, those powers shall be exercised by the Board
	of Directors.
Article 228	The term of the accounting firm engaged by the Company shall
	commence from the conclusion of the shareholders' annual
	meeting and expire at the conclusion of the next shareholders'
	annual meeting; the accounting firm may be re-engaged upon
	expiration of the term.
Article 229	The Company warrants that it shall provide the engaged
	accounting firm with true and complete accounting vouchers,
	accounting books, financial and accounting reports, and other
	accounting information, and shall not refuse to provide, hide, or
	misrepresent any information.
Article 230	The accounting firm engaged by the Company shall have the
	following rights:
	(i) To inspect the books, records or vouchers of the Company at
	any time, to require the directors, general manager or other
	senior management members of the Company to provide
	relevant information and explanations;
	(ii) To require the Company to take all reasonable measures
	to obtain from its subsidiaries such information and
	explanations as are necessary for the discharge of its duties
	by the accounting firm;

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	(iii) To attend the shareholders' general meetings and to receive
	all notices of, and other information relating to, any
	shareholders' general meeting which any shareholder is
	entitled to receive, and to speak at any shareholders' general
	meeting in relation to matters concerning its role as the
	Company's accounting firm.
Article 231	If there is a vacancy in the position of accounting firm of the
	Company, the Board of Directors may engage an accounting firm
	to fill such vacancy before the convening of the shareholders'
	general meeting. Any other accounting firm which has been
	engaged by the Company may continue to act during the period
	during which a vacancy exists.
Article 232	The shareholders' general meeting may by ordinary resolution
	remove any accounting firm before the expiration of its term of
	office, irrespective of the provisions in the contract between the
	Company and the accounting firm. However, the accounting firm's
	right to claim for damages which arise from its removal shall not
	be affected thereby.
Article 233	The remuneration of an accounting firm or the manner in
	which such firm is to be remunerated shall be determined by
	the shareholders' general meetings. The remuneration of the
	accounting firm engaged by the Board of Directors shall be
	determined by the Board of Directors.
Article 234	The Company's engagement, removal or discontinuance of
	engagement of an accounting firm shall be resolved by the
	shareholders' general meetings. Such resolution shall be filed with
	the securities regulatory authority under the State Council. Where
	a resolution is adopted at the shareholders' general meetings to
	appoint an accounting firm other than an incumbent accounting
	firm, to fill any vacancy in the office of the accounting firm, or
	to reappoint an accounting firm which is appointed by the Board
	of Directors to fill the vacancy or to remove an accounting firm
	before the expiration of its term of office, the following provisions
	shall apply:
	(i) A copy of the appointment or removal proposal shall be sent
	(before notice of the shareholders' general meeting is given)
	to the accounting firm proposed to be appointed or proposed
	to leave its post or the accounting firm which has left its post
	in the relevant accounting year. The term "leave" includes
	being removed, resignation and retirement.

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	(ii)	If the accounting firm which is to leave its post makes
		representations in writing and requests the Company to give
		the shareholders notice of such representations, the Company
		shall (unless the representations are received too late) take
		the following measures:
		1.	In any notice for the resolution given to shareholders,
			state the fact that the representations have been made
			by the accounting firm which is to leave its post; and
		2.	Attach a copy of the representations to the notice and
			deliver it to all shareholders in the manner stipulated in
			these Articles of Association.
	(iii)	If the Company fails to send out the accounting firm's
		representations in the manner set out in item (ii) above, the
		relevant accounting firm may require that the representations
		be read out at the shareholders' general meetings and may
		make further complaint.
	(iv)	An accounting firm leaving its post shall be entitled to attend
		the following meetings:
		1.	The shareholders' general meeting at which its term of
			office would otherwise be expired;
		2.	The shareholders' general meeting at which it is
			proposed to fill the vacancy caused by its removal; and
		3.	The shareholders' general meeting which is convened
			as a result of its resignation.
	The accounting firm leaving its post shall have the right to receive
	all notices of, or other information relating to, any such meeting,
	to speak at any such meeting on any part of the business of the
	meeting which concerns it as the former accounting firm of the
	Company.
Article 235	When the Company intends to remove or do not renew the
	engagement of an accounting firm, it shall notify the said firm
	in advance. The accounting firm shall have the right to state
	its opinions to the shareholders' general meetings. Where the
	accounting firm proposes for resignation, it shall state to the
	shareholders' general meetings whether or not there is anything
	improper in the Company.

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The accounting firm may resign by placing its written notice of resignation at the legal address of the Company. The said notice shall come into effect on the day when it is placed at the legal address of the Company or a later date as indicated therein. Such notice shall include the following representations:

(i) Representation stating that it deems that its resignation does not involve any situation necessary to be explained to the shareholders or creditors of the Company; or

	(ii) Representation regarding any issues to be explained.
	The Company shall, within fourteen days upon receipt of the
	written notice prescribed in the preceding paragraph, send copies
	of such notice to the competent authority. If the said notice
	contains representations mentioned in item (ii) of the preceding
	paragraph, the Company shall keep copies of such representations
	in the Company for inspection by shareholders. The Company
	shall also deliver copies thereof to each shareholder of overseas
	listed foreign shares by postage-paid mail at the address registered
	in the register of shareholders. Under the premise of not violating
	the laws and regulations and listing rules of the place where the
	Company's shares are listed, the Company may also issue or
	provide it to the shareholders of overseas listed foreign shares
	through the stock exchange and the Company's website or through
	electronic means.
	If the resignation notice of the accounting firm contains a
	representation mentioned in item (ii) of Paragraph 2 of this Article,
	the accounting firm may request the Board of Directors to convene
	a shareholders' extraordinary meeting to hear its explanations on
	issues relating to its resignation.
CHAPTER XVIII	LABOR UNION AND COMMUNIST YOUTH LEAGUE
Article 236	The employees of the Company shall organize a labor union in
	accordance with the Trade Union Law of the People's Republic
	of China , which shall conduct union activities and safeguard the
	lawful rights and interests of the employees. The Company shall
	establish an organisation of the Communist Youth League and
	conduct league activities in accordance with the provisions of the
	Constitution of the Chinese Communist Party Youth League 《( 中
	國共產主義青年團章程》).
Article 237	The Company shall provide the necessary conditions for the labor
	union and the Communist Youth League to conduct its activities.

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Article 238	When the Company studies and decides on major problems in
	restructuring and operation, and formulates important rules and
	regulations, it shall listen to the opinions of the labor union
	and the opinions and suggestions of the employees through the
	meetings of employee representatives or other forms.

CHAPTER XIX MERGER, DIVISION, CAPITAL INCREASE

AND CAPITAL REDUCTION OF THE COMPANY

Article 239	In the event of the merger or division of the Company, a plan
	shall be presented by the Board of Directors of the Company and
	shall be approved in accordance with the procedures stipulated in
	these Articles of Association. The Company shall then handle the
	relevant approval procedures according to the law. A shareholder
	who objects to the plan of merger or division shall have the right
	to demand the Company or the shareholders who consent to the
	plan of merger or division to acquire his shares at a fair price. The
	contents of the resolution of merger or division of the Company
	shall constitute special documents which shall be available for
	inspection by the shareholders.
	The abovementioned documents shall also be served by mail on H
	share shareholders.
Article 240	The merger of the Company may take the form of either merger by
	absorption or merger by consolidation.
	In the event of merger of the Company, the parties to such
	merger shall execute a merger agreement and prepare a balance
	sheet and a list of assets. The Company shall notify its creditors
	within ten days of, and make announcement at least three times
	in the newspaper within thirty days of, the date of the Company's
	resolution for merger. A creditor may, within thirty days of receipt
	of the notice from the Company or, in the case of failure to receive
	such notice, within forty-five days of the date of announcement,
	require the Company to repay its debts or to provide a
	corresponding guarantee for such debt.
	After merger, any creditor's rights and indebtedness of the merged
	parties shall be assumed by the company which survives the
	merger or the newly established company.
Article 241	In the event of division of the Company, its assets shall be divided
	up accordingly.

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	In the event of division of the Company, the parties to division
	shall execute a division agreement and prepare a balance sheet
	and a list of assets. The Company shall notify its creditors within
	ten days of, and make announcement at least three times in the
	newspaper within thirty days, of the date of the Company's
	division resolution.
	The debts of the Company prior to the division shall be assumed
	jointly and severally by the companies arising from the division,
	save as agreed in the written agreement between the Company
	and the creditors in respect of discharging of the debts prior to the
	division.
Article 242	The Company must prepare a balance sheet and a list of its assets
	when it intends to reduce its registered capital. The Company shall
	notify its creditors within ten days of, and make announcement
	in the newspaper within thirty days, of the date of the Company's
	resolution for reduction of capital. A creditor may, within thirty
	days of receipt of the notice from the Company or, in the case of
	failure to receive such notice, within forty-five days of the date
	of announcement, require the Company to repay its debts or to
	provide a corresponding guarantee for such debt.
Article 243	The Company shall, in accordance with the law, handle the
	procedures for change registration with the company registration
	authority where a change in any registration items arises as
	a result of any merger or division. In the event of dissolution
	of the Company, the Company shall handle the procedures
	for registration of cancellation in accordance with the law. In
	the event of establishment of a new company, the Company
	shall handle the procedures for registration of establishment in
	accordance with the law.
	Where the Company increases or reduces its registered capital, the
	Company shall handle the procedures for changing registration
	with the company registration authority in accordance with the
	law.

CHAPTER XX DISSOLUTION AND LIQUIDATION

OF THE COMPANY

Article 244	The Company may be dissolved and go into liquidation in
	accordance with law in any of the following circumstances:
	(i) Where the operation period provided herein expires or where
	any cause for dissolution provided herein occurs;

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	(ii)	Where the shareholders' general meeting has adopted a
		resolution for dissolution;
	(iii)	Where dissolution is required due to merger or division of
		the Company;
	(iv)	Where the Company is declared bankruptcy in accordance
		with the law due to its inability to pay the debts that are due;
	(v)	Where the business license of the Company is revoked, or
		the Company is ordered to close down or cancelled due to its
		violation of the law and administrative regulations;
	(vi)	Where the Company has experienced material difficulties in
		operation and management, its continuous existence would
		cause material losses to shareholders' interests, and such
		difficulties cannot be solved in other ways, the shareholders
		holding 10% or more of votes of all shareholders of the
		Company may file an application to the People's Court to
		dissolve the Company.
Article 245	Where the Company is dissolved pursuant to the items (i), (ii),
	(v) and (vi) of the preceding Article, a liquidation committee
	shall be established within 15 days to carry out liquidation, and
	members thereof shall be directors or otherwise determined by the
	shareholders' general meetings. In case no liquidation committee
	is established within the specified period to carry out liquidation,
	the creditors may file an application to the People's Court to
	designate relevant persons to form a liquidation committee to
	carry out liquidation.
Article 246	Where the Board of Directors proposes to liquidate the Company
	(for any reason other than the Company's declaration of its
	insolvency), the Board of Directors shall include a statement in
	its notice convening the shareholders' general meeting for such
	purpose, after making full investigation over the conditions of the
	Company, in the opinion of the Board of Directors, the Company
	will be able to fully repay its debts within 12 months from the
	commencement of the liquidation.

Upon the adoption of the resolution for the liquidation of the

Company by the shareholders' general meeting, all powers of the

Board of Directors shall cease immediately.

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	The liquidation committee shall act in accordance with the
	instructions of the shareholders' general meeting to make a report
	at least once every year to the shareholders' general meetings on
	the liquidation committee's incomes and expenses, the business
	of the Company and the progress of the liquidation, and present a
	final report to the shareholders' general meeting upon completion
	of the liquidation.
Article 247	The liquidation committee shall notify the creditors within ten
	days of, and make announcements in the newspaper within sixty
	days, of the date of its establishment. A creditor shall, within thirty
	days of receipt of the notice, or in the case of failure to receive
	the notice, within forty-five days of the date of the announcement,
	claim its rights to the liquidation committee. Claims shall be
	registered by the liquidation committee in accordance with law.
	In claiming its rights, the creditor shall explain the relevant
	issues on the creditor's rights, and provide evidential materials
	in respect thereof. The liquidation committee shall register the
	creditors' rights. In the course of claiming of creditors' rights, the
	liquidation committee shall not make any repayment to creditors.
Article 248	During the liquidation period, the liquidation committee shall
	exercise the following functions and powers;
	(i) To liquidate the Company's assets and prepare a balance
		sheet and a list of assets respectively;
	(ii) To notify or make announcement to the creditors;
	(iii) To deal with any outstanding businesses of the Company that
		are related to the liquidation;
	(iv)	To pay all outstanding taxes and taxes arising from the
		liquidation;
	(v) To settle creditors' claims and debts;
	(vi) To deal with the remaining assets after the Company's debts
		have been paid;
	(vii)	To represent the Company in any civil proceedings.
Article 249	After it has liquidated the Company's assets and prepared the
	balance sheet and a list of assets, the liquidation committee shall
	formulate a liquidation plan and present it to the shareholders'
	general meeting or to the People's Court for confirmation.

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	After the general meeting resolves to dissolve the Company or the
	Company declares bankruptcy or has been ordered to close down
	in accordance with the law, no one shall dispose the Company's
	assets without approval of the liquidation committee.
	The assets of the Company shall be applied for liquidation in the
	sequence below: payment of liquidation cost, salary of employees,
	social insurance premiums and statutory compensation, taxes
	payable, and debts of the Company.
	The remaining assets after payment is made pursuant to the
	preceding provision shall be distributed to its shareholders
	according to the proportion of the shares held by shareholders.
	During the liquidation period, the Company remains in existence;
	however, it shall not carry out any business activities unrelated to
	liquidation.
	The Company's assets shall not be distributed to its shareholders
	before payment is made pursuant to the preceding provisions.
Article 250	If, liquidation occurs due to dissolution of the Company, and after
	liquidation of the Company's assets and preparation of a balance
	sheet and a list of assets, the liquidation committee discovers
	that the Company's assets are insufficient to pay the Company's
	debts in full, the liquidation committee shall immediately file an
	application to the People's Court for declaration of bankruptcy.
	After the Company is declared bankruptcy pursuant to the
	adjudication of the People's Court, the liquidation committee
	shall transfer all matters relating to the liquidation to the People's
	Court.
Article 251	Upon completion of the liquidation, the liquidation committee
	shall prepare a liquidation report, a statement of incomes and
	expenses for the liquidation period and financial books, which
	shall, after verified by a certified public accountant of China,
	be submitted to the shareholders' general meetings or relevant
	competent authority for confirmation.
	The liquidation committee shall, within 30 days after confirmation
	by the shareholders' general meetings or competent authority,
	submit the abovementioned documents to the companies
	registration authority and apply for cancellation of registration of
	the Company, and make announcement about the termination of
	the Company.

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Article 252	Members of the liquidation committee shall faithfully perform
	their duties and perform their liquidation obligations in accordance
	with the law.
	Members of the liquidation committee may not, by abusing their
	authorities, accept bribes or receive other illegal income, nor
	misappropriate the Company's assets.
	Any member of the liquidation committee who causes losses to
	the Company or its creditors due to his intentional misconduct or
	gross negligence shall be liable for damages.
Article 253	Where the Company is declared bankruptcy in accordance with the
	law, bankruptcy liquidation shall be carried out in accordance with
	the laws concerning bankruptcy of enterprises.
CHAPTER XXI	PROCEDURES FOR AMENDMENTS TO THE
	ARTICLES OF ASSOCIATION OF THE COMPANY
Article 254	The Company may amend these Articles of Association in
	accordance with the laws, administrative regulations, supervision
	rules in the place where the Company's shares are listed and these
	Articles of Association. In any of the following circumstances, the
	Company shall amend these Articles of Association:
	(i) these Articles of Association are contradictory to any
		provision of the amended version of the Company Law
		or other relevant laws or administrative regulations or
		supervision rules of the place where the Company's shares
		are listed;
	(ii) there is any change to the condition of the Company, which
		is inconsistent with any matter recorded in these Articles of
		Association;
	(iii)	the shareholders' general meeting decides to amend these
		Articles of Association.
Article 255	Any amendment to these Articles of Association shall, if involving
	the contents in the Mandatory Provisions , become effective after
	approved by the company approval authority authorized by the
	State Council and the securities regulatory authority under the
	State Council; if there is any change relating to the registered
	particulars of the Company, the procedures for change registration
	shall be handled in accordance with the law.

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Article 256	The Board of Directors shall amend these Articles of Association
	according to the resolutions of the shareholders' general meetings
	for amendments hereof and the approval opinions of competent
	authority. Any amendments to these Articles of Association which
	are required to be disclosed pursuant to laws and regulations shall
	be made known to the public accordingly.
		CHAPTER XXII NOTICES
Article 257	The Company's notices (In this Chapter, "Notices" includes
	notices of meetings, company communications or other written
	materials issued by the Company to shareholders) may be
	delivered in the following ways:
	(i)	By personal delivery;
	(ii)	By mail;
	(iii)	By email, fax or other electronic means, or other information
		carriers;
	(iv)	By an announcement published in the press;
	(v)	By publication on the website of the Company and websites
		designated by the Company and the securities regulatory
		authorities of the place where the Company's shares are
		listed, provided that it is permitted under the laws and
		regulations and relevant rules of securities regulatory
		authorities of the place where the Company's shares are
		listed;
	(vi)	By other ways as agreed in advance between the Company
		and the addressee or as accepted by the addressee after the
		notice is received; and
	(vii)	By any other means as accepted by securities regulatory
		authorities of the place where the Company' shares are listed
		or as prescribed in these Articles of Association.

Notices issued by the Company shall be announced on the newspapers and/or other designated media (including websites) designated by the securities regulatory authorities and stock exchanges of the place where the Company's shares are listed.

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Even if these Articles of Association specify the form of notification, communication or any other written materials, the Company may choose to publish the corporate communications in the form stipulated in item (v) of the first paragraph of this Article, and send or provide the corporate communications to the shareholders of the Company's overseas listed foreign shares instead of being sent by personal delivery or by postage-paid mail, if it is in compliance with the HK Listing Rules , and under the premise of compliance with the laws and listing rules of the place where the Company's shares are listed, regarding providing and/or distributing corporate communications.

"Corporate Communications" means any document issued or intended to be issued by the Company for the holder of any securities of the Company to act or take actions, including but not limited to:

	(i)	Annual reports, including the reports of the Board of
		Directors, the Company's annual accounts together with
		the auditor's reports and, where applicable, the financial
		summary reports;
	(ii)	Interim reports and, where applicable, interim summary
		reports;
	(iii)	Notices of the meetings;
	(iv)	Listing documents;
	(v)	Circulars;
	(vi)	Proxy forms;
	(vii)	Receipt and other document data; and
	(viii) Other documents as required by the laws, regulations and
		listing rules of the place where the Company's shares are
		listed.
Article 258	Where a notice of the Company is served by personal delivery
	and, the addressee signs his name (or affixes his chop) on the
	receipt, and the date on which the addressee signs the receipt shall
	be the date of service; where a notice is to be sent by post, such
	notice is deemed to be served on the second business day after the
	date on which it is deposited at the post office. Where a notice of
	the Company is made by public announcement, the date on which
	the announcement is first published shall be the date of service.

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	When the Company provides the shareholders with the documents
	mentioned in Article 253 of these Articles of Association in an
	electronic manner, they shall be published on the stock exchange
	and the Company's website in accordance with the requirements
	of the stock exchange, and shall be deemed to have been received
	by all shareholders after publication.
	If the Company is required to send, post, distribute, issue, publish
	or otherwise provide company-related documents in English and
	Chinese in accordance with the supervision rules of the place
	where the Company's shares are listed, and the Company has made
	appropriate arrangements to determine whether its shareholders
	wish only to receive the English versions or Chinese versions, and
	to the extent permitted by applicable laws and regulations and in
	accordance with applicable laws and regulations, the Company
	may, in accordance with the wishes of the shareholders, send
	only the English versions or Chinese versions to the relevant
	shareholders.
	CHAPTER XXIII SETTLEMENT OF DISPUTES
Article 259	The Company shall abide by the following rules for settlement of
	disputes:

1. Any disputes or claims in connection with the affairs of the Company arising between the shareholders of the overseas listed foreign shares and the Company, between the shareholders of the overseas listed foreign shares and the Company's directors, supervisors, general manager or other senior management members, between the shareholders of the overseas listed foreign shares and shareholders of domestic shares, in respect of any rights or obligations in relation to the Company's affairs and in accordance with these Articles of Association, and as prescribed by the Company Law and any other relevant laws, administrative regulations and regulatory rules of the place where the shares of the Company are listed shall be referred by the relevant parties concerned to the arbitration body for arbitration.

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When a dispute or claim referred to in the preceding paragraph is submitted for arbitration, the entire claim or dispute must be submitted to arbitration, and all persons who have a cause of action based on the same facts giving rise to the dispute or claim or whose participation is necessary for the resolution of such dispute or claim, where such person is the Company, or the Company's shareholders, directors, supervisors, general manager or other senior management members of the Company, shall comply with the arbitration.

Dispute in respect of the definition of shareholders and dispute in relation to the register of shareholders need not be resolved by arbitration.

1. A claimant may select for arbitration to be carried out at China International Economic and Trade Arbitration Commission in accordance with the arbitration rules thereof or Hong Kong International Arbitration Center in accordance with the Securities Arbitration Rules thereof. Once a claimant submits a dispute or claim to arbitration, the other party must submit to the arbitral body selected by the claimant.
   If a claimant selects for arbitration to be carried out at Hong Kong International Arbitration Center, any party to the dispute or claim may apply for arbitration to take place in Shenzhen in accordance with the Securities Arbitration Rules of Hong Kong International Arbitration Center.
2. If any disputes or claims are settled by way of arbitration in accordance with item (i), the laws of the PRC shall govern, save as otherwise provided in the laws, administrative regulations and the regulatory rules of the place where the shares of the Company are listed.
3. The award rendered by an arbitral body shall be final and conclusive and binding on all parties.

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	CHAPTER XXIV SUPPLEMENTARY PROVISIONS
Article 260	The phrases "more than", "within" and "less than" herein for the
	numbers shall include the numbers indicated themselves, while the
	phrases "exceed", "beyond" and "over" shall exclude the numbers
	indicated themselves.
Article 261	For a company listed in Hong Kong, the meaning of the accounting
	firm referred to in the Mandatory Provisions is the same as the
	"auditor" referred to in the HK Listing Rules .
Article 262	These Articles of Association are made in both Chinese and
	English. In the event of any discrepancy between the English and
	Chinese versions, the Chinese version shall prevail.
	The right to interpret these Articles of Association shall be
	vested in the Board of Directors of the Company. Any matters
	not covered in these Articles of Association shall be proposed by
	the Board of Directors at the general meetings for consideration
	and approval. If there is any discrepancy between the provisions
	concerning such matter of these Articles of Association and
	relevant laws and regulations, normative documents and the listing
	rules of the place where the shares of the Company are listed, the
	latter shall prevail.
Article 263	The annexes to these Articles of Association include the Rules of
	Procedure for the General Meetings , the Rules of Procedure for
	the Board of Directors and the Rules of Procedure for the Board of
	Supervisors .

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