Provisions on Issues Relevant to Regulatory Opinions for Initial Public Offerings of Shares and the Listing Thereof by Securities Companies

(Issued by the China Securities Regulatory Commission on, and effective as of, May 12 2008.)

Announcement of the CSRC [2008] No.19

1. Before a securities company submits an application for an initial public offering of shares (IPO) and the listing thereof, it shall submit relevant materials to the China Securities Regulatory Commission (the CSRC) and apply for the issuance of a regulatory opinion. A regulatory opinion is one of the required documents when a securities company applies for an IPO and listing.

2. A securities company applying for a regulatory opinion shall submit materials describing the following matters, signed by the chairman of the board and the general manager and bearing the official stamp of the company, together with relevant supporting documentation.

(1) Basic Particulars of the Company

(i) Information on the historical changes in the company, changes in its registered capital as well as information on approvals.

(ii) The process resulting in the company's equity structure and information on approval or record filing procedures.

(iii) Information on the controlling shareholder and de facto controller.

(iv) Information on the service of the company's directors, supervisors and senior management personnel and changes in such personnel during the last three years.

(v) Information on the company's scope of business, branches, sub-branches and companies that it has an equity interest in or controls.

(vi) Whether any violations of laws or regulations or non-compliance exist in the foregoing.

(2) Information on the Company's Financial Indicators and Risk Control Indicators

(i) The company's financial position during the last three years and most recent month.

(ii) Information on the company's revenues from brokerage, operations for own account, underwriting, asset management (targeted, pooled and focused, each to be described separately), etc. during the last three years.

(iii) A comparison of the company's net capital and other such risk control indicators for the most recent 18 months against the standards set therefor by the CSRC.

(iv) The audit opinion of an accounting firm on the company's financial reports, net capital calculation statements, risk capital reserve calculation statements and risk control indicator regulatory statements for the last three years.

(3) Information on the Compliant Operation of the Company

(i) Information on the observance of discipline and the law by the company's directors, supervisors and senior management personnel, including whether, during the most recent 36 months, they have been banned from the market, whether, during the most recent 36 months, they have had administrative penalties imposed by the CSRC, whether, during the most recent 12 months, they have been publicly censured by the stock exchange, whether, during the most recent 24 months, they have been declared persona non grata or had their qualifications for their positions or securities business qualifications revoked due to personal liability for a violation of a law or regulation by the company.

(ii) Information on the company's compliant operation during the last three years, including whether, during the most recent 36 months, criminal punishments or administrative penalties have been imposed, whether, during the most recent 12 months, the securities regulatory authority has imposed regulatory measures due to a serious violation of a law or regulation and whether a case has been opened against it and it is currently being investigated for a suspected violation of a law or regulation.

(iii) Information on legal actions in which the company has been or is involved.

(iv) Information on compliance by the company's securities personnel.

(v) Information on the implementation by the company of basic systems (e.g. information on the establishment of a compliance management system, information on the code for accounts, information on the deposit of customer transaction and settlement funds with a third party, etc.)

(4) Information on Internal Controls

(i) Information on the establishment of the company's internal control systems.

(ii) Information on the implementation of the company's internal control systems.

(iii) The overall assessment of the company's internal controls by an accounting firm.

(5) Information on Corporate Governance

(i) Whether title to the company's equity is clear, whether any disputes over title exist, and whether a third party has been appointed or an appointment from a third party has been accepted to hold or manage company equity.

(ii) Whether a major change in the company's equity structure or a change in its de facto controller has occurred during the most recent three years.

(iii) Whether the company's corporate governance structure is sound and whether the shareholders' meeting, board of directors and supervisory board are operating normally.

(6) Other matter requiring explanation (if any).

3. A Company shall additionally provide other relevant materials in accordance with the CSRC's prudent regulation requirements.

4. The Circular on the Issuance of the Contents of, and the Issuance Procedures for, Regulatory Opinions for Public Offerings of Shares by Securities Companies (Zheng Jian Fa [2001] No.33) shall be repealed as of the date of issuance of these Provisions.