Measures for the Administration of the Sponsorship of the Offering and Listing of Securities

(Promulgated by the China Securities Regulatory Commission on October 17 2008 and effective as of December 1 2008.)

Order of the CSRC No.58

PART ONE: GENERAL PROVISIONS

Article 1: These Measures have been formulated pursuant to laws and administrative regulations such as the Securities Law and the State Council, Decision on the Instituting Administrative Permits for Administrative Examination and Approval Items That Truly Need To be Retained (Order of the State Council No.412) in order to regulate the sponsorship of the offering and listing of securities, improve the quality of listed companies and the professionalism of securities companies, protect the lawful rights and interests of investors and promote the healthy development of the securities market.

Article 2: An issuer shall engage a securities company with sponsor qualifications to perform sponsorship duties, in respect of the matters set forth below:

(1) an initial public offering of shares and the listing thereof;

(2) an offering of new shares or convertible bonds by a listed company; or

(3) another circumstance as determined by the China Securities Regulatory Commission (CSRC).

Article 3: If a securities company wishes to engage in the business of sponsoring the offering and listing of securities, it shall apply to the CSRC for sponsor qualifications in accordance herewith.

When a sponsor performs sponsorship duties, it shall designate individuals who have obtained sponsor representative qualifications in accordance herewith to take charge of the specific sponsorship work.

No organisation or individual may engage in sponsorship business without the approval of the CSRC.

Article 4: A sponsor and its sponsor representatives shall comply with laws, administrative regulations and relevant CSRC provisions, strictly abide by business rules and industry codes, act in good faith and with due diligence, fulfil their duty of sponsoring the offering and listing of issuers' securities and guide issuers on an ongoing basis in performing obligations such as compliant operation, abiding by undertakings and information disclosure.

A sponsor or sponsor representative may not seek illegitimate gains through its/his/her engagement in sponsorship business.

Article 5: A sponsor representative shall abide by professional ethical standards, value and safeguard the professional reputation of sponsor representatives, maintain professional prudence and maintain and improve his/her professional competence.

A sponsor representative shall safeguard the lawful interests of issuers and maintain the confidentiality of issuer information learnt in the course of engaging in sponsorship business. A sponsor representative shall duly abide by the principle of independent performance of duties, shall not stray from an objective and impartial position so as to cater to or satisfy improper requests by an issuer and may not instigate, assist or participate in unlawful or deceptive acts perpetrated by an issuer or a securities service institution.

A sponsor representative and his/her spouse may not hold shares of an issuer in any guise or manner.

Article 6: The sponsorship of the offering and the sponsorship of the listing of all of the securities in one offering shall be undertaken by the same sponsor. The sponsor shall examine the issuer's application documents and prospectus in accordance with the law and issue a sponsorship opinion to the CSRC and the stock exchange. The sponsor shall ensure that the documents it issues are true, accurate and complete.

If a securities offering reaches a certain size, the offering may be sponsored through a joint sponsorship, provided that there are no more than two co-sponsors.

The role of lead underwriter of a securities offering may be undertaken by the sponsor or jointly by another securities company with sponsor qualifications and the sponsor.

Article 7: An issuer and its directors, supervisors and senior management personnel, and securities service institutions such as the law firm, accounting firm and asset appraisal firm that prepare and issue relevant documents for the securities offering and listing and their signatories, shall co-operate with the sponsor and its sponsor representatives in performing their sponsorship duties in accordance with laws, administrative regulations and relevant CSRC provisions and shall bear the attendant liability.

The performance by the sponsor and its sponsor representatives of their sponsorship duties shall not mitigate the liability of the issuer, its directors, supervisors and senior management personnel, or the securities service institutions and their signatories or release them from such liability.

Article 8: The CSRC shall oversee sponsors and their sponsor representatives in accordance with the law.

The Securities Association of China shall be responsible for the self-regulation of sponsors and their sponsor representatives.

PART TWO: ADMINISTRATION OF THE QUALIFICATIONS OF SPONSORS AND SPONSOR REPRESENTATIVES

Article 9: To apply for sponsor qualifications, a securities company shall satisfy the following conditions:

(1) having registered capital of not less than Rmb100 million and net capital of not less than Rmb50 million;

(2) having sound corporate governance and internal control systems, and risk-control indicators complying with relevant provisions;

(3) its sponsorship department having sound business rules, a sound internal risk assessment and control system, a rational internal structure and the appropriate research capabilities, sales capabilities and other such back-office support;

(4) having a good sponsorship team with a rational professional structure, and having not less than 35 persons in the profession, of whom not less than 20 have been involved in sponsorship-related business during the most recent three years;

(5) having not less than four persons with sponsor representative qualifications;

(6) not having been subjected to administrative penalties during the most recent three years for a major violation of laws or regulations; and

(7) other conditions as specified by the CSRC.

Article 10: When applying for sponsor qualifications, a securities company shall submit the following materials to the CSRC:

(1) an application letter;

(2) the resolutions of the shareholders' (general) meeting and board of directors concerning the application for sponsor qualifications;

(3) the approval document for the establishment of the company;

(4) a photocopy of its business licence;

(5) an account of its corporate governance and internal control systems and the implementation thereof;

(6) an account of its directors, supervisors, senior management personnel and principal shareholders;

(7) an account of its internal risk assessment and control system and the implementation thereof;

(8) an account of the establishment of its sponsorship due diligence investigation system, guidance system, internal review system, ongoing guidance system, ongoing training system, and sponsorship working draft system;

(9) a net capital statement, risk capital reserve statement and risk control indicator regulatory statement for the most recent year audited by an accounting firm with securities and futures-related business qualifications;

(10) an account of the organisational structure, division of responsibilities and staffing of its sponsorship department;

(11) an account of the research, sales and other back-office support departments;

(12) a list and the résumés of the person in charge of its sponsorship business, person in charge of internal reviews, person in charge of the sponsorship department and the members of the internal review group;

(13) an account of the securities company's designated contact persons;

(14) an undertaking, signed by all of the directors, that the securities company assumes liability for the truthfulness, accuracy and completeness of the application documents; and

(15) other materials as required by the CSRC.

Article 11: An individual applying for sponsor representative qualifications shall satisfy the following conditions:

(1) having at least three years of experience in sponsorship-related business;

(2) during the most recent three years, having served as project assistant in a domestic securities offering project as specified in Article 2 hereof;

(3) having sat and passed a sponsor representative competence examination recognised by the CSRC, and the results thereof remaining valid;

(4) being honest, of good conduct, not having a poor integrity record and not having been subjected to administrative penalties by the CSRC during the most recent three years;

(5) not being burdened by a relatively large matured but unpaid debt; and

(6) other conditions as specified by the CSRC.

Article 12: An individual wishing to apply for sponsor representative qualifications shall submit the following materials to the CSRC through the sponsor with which he/she serves;

(1) an application letter;

(2) his/her résumé, identity document, educational history and diploma;

(3) proof of having passed the examination for a securities professional and the sponsor representative competence examination;

(4) his/her securities practice licence;

(5) a detailed account of his/her involvement in sponsorship-related business and an account of his/her work during the most recent three years as a project assistant in a domestic securities offering project as specified in Article 2 hereof;

(6) a letter of recommendation issued by the sponsor that shall give an account of the applicant's compliance with the law, his/her vocational level, organisational skills, etc.;

(7) an undertaking, signed by the chairman of the board or general manager, that the sponsor assumes liability for the truthfulness, accuracy and completeness of the application documents; and

(8) other materials as required by the CSRC.

Article 13: Securities companies and individuals shall ensure that their application documents are true, accurate and complete. If a material change in a particular on the application documents occurs during the application period, the revised information shall be submitted to the CSRC within two working days from the date of the change.

Article 14: The CSRC shall accept and review the application documents in accordance with the law. It shall render its written decision on whether or not to approve an application for sponsor qualifications within 45 working days from the date of acceptance and within 20 working days for an application for sponsor representative qualifications.

Article 15: A securities company shall continue to satisfy the conditions set forth in Article 9 hereof on an ongoing basis after obtaining its sponsor qualifications. If a sponsor is subjected to administrative penalties for a major violation of laws or regulations, the CSRC shall revoke its sponsor qualifications. If a sponsor ceases to satisfy another of the conditions set forth in Article 9 hereof, the CSRC may order it to rectify the matter within a specified period of time. If it still fails to satisfy the requirement after the expiration of the deadline, the CSRC shall revoke its sponsor qualifications.

Article 16: An individual shall continue to satisfy the conditions set forth in Items (4), (5) and (6) of Article 11 hereof on an ongoing basis after obtaining his/her sponsor representative qualifications. If a sponsor representative has his/her securities practice licence revoked or cancelled or is subjected to administrative penalties by the CSRC, the CSRC shall revoke his/her sponsor representative qualifications. If a sponsor representative ceases to satisfy another condition, the CSRC shall order him/her to rectify the matter within a specified period of time. If he/she still fails to satisfy the requirement after the expiration of the deadline, the CSRC shall revoke his/her sponsor representative qualifications.

Once an individual has passed the sponsor representative competence examination recognised by the CSRC or obtained sponsor representative qualifications, he/she shall regularly participate in annual vocational training for sponsor representatives given by the Securities Association of China or another institution recognised by the CSRC. If a sponsor representative fails to participate in annual vocational training for sponsor representatives as required, the CSRC shall revoke his/her sponsor representative qualifications. If an individual who has passed the sponsor representative competence examination but not obtained sponsor representative qualifications fails to participate in annual vocational training for sponsor representatives as required, his/her results in such examination shall cease to be valid.

Article 17: The CSRC shall register sponsors and sponsor representatives in accordance with the law.

Article 18: The registered particulars of a sponsor shall include the following:

(1) its name, date of establishment, registered capital, registered address, main office address and legal representative;

(2) details of its principal shareholders;

(3) details of its directors, supervisors and senior management personnel;

(4) details of the person in charge of its sponsorship business and of the person in charge of internal reviews;

(5) details of the person in charge of its sponsorship department;

(6) details of the organisational structure, division of responsibilities and staffing of its sponsorship department;

(7) details of its practice; and

(8) other particulars as required by the CSRC.

Article 19: The registered particulars of a sponsor representative shall include the following:

(1) his/her name, sex, date of birth and ID card number;

(2) his/her contact telephone and correspondence address;

(3) the firm he/she serves with and his/her position;

(4) his/her study and work experience;

(5) details of his/her practice; and

(6) other particulars as required by the CSRC.

Article 20: In the event of a change in a registered particular of a sponsor or sponsor representative, the sponsor shall report the same in writing to the CSRC within five working days from the date of the change and the CSRC shall amend the registration.

Article 21: If a sponsor representative leaves the original sponsor with which he/she served and joins another sponsor, he/she shall apply to the CSRC for amendment of his/her registration through his/her new firm and submit the following materials:

(1) an application letter for amendment of registration;

(2) his/her securities practice licence;

(3) an account of the handover of his/her sponsorship business with the sponsor he/she formerly served with;

(4) a letter of acceptance issued by the new firm he/she is to serve with;

(5) an undertaking, signed by the chairman of the board or general manager, that the new firm he/she is to serve with assumes liability for the truthfulness, accuracy and completeness of the application documents; and

(6) other materials as required by the CSRC.

Article 22: A sponsor shall submit an annual practice report to the CSRC by April each year. An annual practice report shall contain the following information:

(1) an account of the sponsor's and sponsor representatives' practice during the year;

(2) an account of the examination by the sponsor of the due diligence work logs of its sponsor representatives;

(3) details of the sponsor's annual assessment and evaluation of sponsor representatives;

(4) an account of other material matters concerning the sponsor and its sponsor representatives;

(5) an undertaking, signed by the legal representative, that the sponsor assumes liability for the truthfulness, accuracy and completeness of the annual practice report; and

(6) other information as required by the CSRC.

PART THREE: SPONSORSHIP DUTIES

Article 23: A sponsor shall fulfil its duty of sponsoring the offering and listing of the issuer's securities.

Once the issuer's securities are listed, the sponsor shall guide the issuer on an ongoing basis in performing obligations such as compliant operation, abiding by undertakings and information disclosure.

Article 24: In sponsoring the offering and listing of the issuer's securities, a sponsor shall abide by the principles of acting in good faith and with due diligence, conduct a full investigation of the issuer in accordance with the requirements of the CSRC in respect of due diligence investigations conducted by sponsors, and fully understand the business position of the issuer and the risks and problems faced by it.

Article 25: Before a sponsor sponsors an issuer's initial public offering of shares and the listing thereof, it shall give guidance to the issuer and systematic training on legal knowledge and securities market knowledge to the directors, supervisors, senior management personnel, shareholders holding at least 5% of the shares and the de facto controller(s) (or its/their legal representative) of the issuer, so as to cause them to have a complete understanding of relevant laws, regulations and rules on offering, listing, compliant operation, etc., be familiar with their responsibilities and obligations in respect of information disclosure and performance of undertakings and establish in them the awareness of good faith, self-regulation and the legal system required to enter the securities market.

Article 26: Once a sponsor has completed its guidance work, the CSRC agency of the place where the issuer is located shall conduct an acceptance check of such guidance.

Article 27: A sponsor shall execute a sponsorship agreement with the issuer that specifies the rights and obligations of the parties, and they shall hold negotiations, based on industry codes, to determine relevant fees for performing the sponsorship duties.

Once the sponsorship agreement has been executed, the sponsor shall submit the same to the CSRC agency of the place where the issuer is located for the record within five working days.

Article 28: A sponsor shall be convinced that the issuer complies with laws, administrative regulations and relevant CSRC provisions before it sponsors the offering and listing of its securities.

If a sponsor decides to sponsor the offering and listing of the issuer's securities, it may, as appointed by the issuer, arrange for the preparation of the application documents and issue sponsorship documents.

Article 29: While taking into account the information it obtained in the course of its due diligence investigation, the sponsor shall carefully examine the contents of the issuer's application documents and prospectus in respect of which the securities service institutions and their signatories have issued professional opinions and arrive at an independent judgement on the information provided and disclosed by the issuer.

If a material discrepancy exists between a professional opinion issued by a securities service institution and the judgement reached by the sponsor, an investigation and review of the relevant matters shall be carried out, and another securities service institution may be engaged to provide professional services.

Article 30: For contents of the issuer's application documents and prospectus in support of which the securities service institutions and their signatories have not issued professional opinions, the sponsor shall obtain sufficient due diligence evidence, arrive at an independent judgement on the information provided and disclosed by the issuer on the basis of a comprehensive analysis of the evidence and have sufficient grounds to be confident that no material discrepancy exists between the judgement it reached and the contents of the issuer's application documents and prospectus.

Article 31: When sponsoring the securities offering of an issuer, a sponsor shall submit to the CSRC an offer sponsorship letter, powers of attorney of the sponsor representatives and other sponsorship business-related documents required by the CSRC. The offer sponsorship letter shall contain the following information:

(1) an item by item account of whether the contemplated offering complies with the offer conditions and procedure specified in the Company Law and the Securities Law;

(2) an item by item account of whether the contemplated offering complies with relevant CSRC provisions, the procedure by which each conclusion was ascertained and the factual basis for such conclusions;

(3) the main risks that the issuer is exposed to;

(4) an evaluation of the issuer's growth prospects;

(5) a brief description of the sponsor's internal review procedure and an internal review opinion;

(6) the affiliated relationship between the sponsor and the issuer;

(7) relevant undertakings; and

(8) other information as required by the CSRC.

Article 32: When sponsoring the listing of an issuer's securities, a sponsor shall submit to the stock exchange a listing sponsorship letter and other sponsorship business-related documents requested by the stock exchange, and shall submit the same to the CSRC for the record. The listing sponsorship letter shall contain the following information:

(1) an item by item account of whether the contemplated listing complies with the listing conditions specified in the Company Law, the Securities Law and the provisions of the stock exchange;

(2) the specific arrangement for ongoing guidance of the issuer after the listing;

(3) the affiliated relationship between the sponsor and the issuer;

(4) relevant undertakings; and

(5) other information as required by the CSRC or the stock exchange.

Article 33: In the offer sponsorship letter and listing sponsorship letter, the sponsor shall give undertakings in respect of the following matters:

(1) its having sufficient grounds to be confident that the issuer complies with laws, regulations and relevant CSRC provisions on the offering and listing securities;

(2) its having sufficient grounds to be confident that the issuer's application documents and information disclosure materials do not contain false records, misleading statements or material omissions;

(3) its having sufficient grounds to be confident that the basis for the opinions expressed by the issuer and its directors in the application documents and information disclosure materials are sufficient and reasonable;

(4) its having sufficient grounds to be confident that there is no material discrepancy between the opinions expressed by the securities service institutions and the application documents and information disclosure materials;

(5) a warranty that the designated sponsor representatives and the relevant personnel of the sponsor have acted with due diligence, that they have conducted a due diligence investigation of the issuer's application documents and information disclosure materials and that they have carefully reviewed the same;

(6) a warranty that the sponsorship letter and the other documents relating to the performance of its sponsorship duties do not contain false records, misleading statements or material omissions;

(7) a warranty that the professional services it provides and the professional opinions it issues to the issuer comply with laws, administrative regulations, CSRC provisions and industry codes;

(8) a willingness to accept the regulatory measures taken by the CSRC in accordance herewith; and

(9) other matters as specified by the CSRC.

Article 34: After submitting the offer sponsorship letter, the sponsor shall co-operate in the review by the CSRC and undertake the following tasks:

(1) arranging for the issuer and securities service institutions to respond to the comments by the CSRC;

(2) conducting a due diligence investigation or examination of specific matters relating to the contemplated securities offering and listing as requested by the CSRC;

(3) designating a sponsor representative to liaise with the functional departments of the CSRC on technical matters and to answer queries posed by committee members at meetings of the Public Offering Review Committee; and

(4) other tasks as specified by the CSRC.

Article 35: Based on the specific circumstances of the issuer, a sponsor shall determine the details of the post-offering and listing ongoing guidance, guide the issuer in performing obligations of a listed company such as compliant operation and abiding by undertakings and information disclosure, review information disclosure documents and other documents to be submitted to the CSRC and stock exchange and undertake the following tasks:

(1) guiding the issuer in effectively implementing and improving a system to guard against the controlling shareholder(s), de facto controller(s) and other affiliated persons from appropriating the issuer's resources in violation of provisions;

(2) guiding the issuer in effectively implementing and improving internal control systems to guard against the issuer's directors, supervisors and senior management personnel from exploiting the advantages of their positions to harm the issuer's interests;

(3) guiding the issuer in effectively implementing and improving a system to ensure the fairness and compliance of affiliated transactions and expressing opinions on such affiliated transactions;

(4) scrutinising on an ongoing basis the issuer's undertakings concerning the deposits in the offer proceeds account, implementation of the investment project(s), etc.

(5) scrutinising on an ongoing basis matters such as the provision of security for third parties by the issuer and expressing opinions thereon; and

(6) other tasks as specified by the CSRC and stock exchange and in the sponsorship agreement.

Article 36: In the case of an initial public offering of shares and the listing thereof, the term of ongoing guidance shall be the remaining period during the year of the listing plus the subsequent two full financial years; and in the case of an offering of new shares or convertible bonds by a listed company, the term of ongoing guidance shall be the remaining period during the year of the listing plus the subsequent full financial year.

The term of ongoing guidance shall count from the date of the listing.

Article 37: If at the expiration of the term of ongoing guidance there are sponsorship tasks that have yet to be completed, the sponsor shall continue with the same until completion.

If a sponsor fails to act with due diligence during the term for the performance of its sponsorship duties, its liability shall not be released or end as a result of the expiration of the term of ongoing guidance.

PART FOUR: SPONSORSHIP RULES

Article 38: A sponsor shall establish a sound internal control system for its sponsorship work, duly ensure that the person in charge of its sponsorship business, person in charge of internal reviews, person in charge of its sponsorship department, sponsor representatives, project assistants and other relevant sponsorship business personnel act with due diligence, strictly control risks and improve the overall quality of its sponsorship business.

Article 39: A sponsor shall establish a sound due diligence investigation system and guidance system for securities offerings and listings, a system for the internal review of offer and listing application documents and a system for the ongoing guidance of issuers after listing.

Article 40: A sponsor shall establish a sound system for the ongoing training of its sponsor representatives and other relevant sponsorship business personnel.

Article 41: A sponsor shall establish a sound working draft system, and keep separate sponsorship working drafts for each project.

A sponsor representative shall keep a due diligence work log for each project for which he/she is responsible, which shall be placed on file as part of the sponsorship working draft. The sponsor shall regularly examine such due diligence work logs.

The sponsorship working drafts shall truthfully, accurately and completely reflect the entire course of the sponsorship work and shall be retained for not less than 10 years.

Article 42: The person in charge of a sponsor's sponsorship business and person in charge of internal reviews shall be responsible for monitoring and implementing the various sponsorship business systems and bear the attendant liability.

Article 43: If a sponsor and its controlling shareholder(s), de facto controller(s) and major affiliated persons together hold in excess of 7% of the issuer's shares, or if the issuer holds or controls more than 7% of the sponsor's shares, the sponsor shall, when sponsoring the offering and listing of the issuer's securities, bring in an unaffiliated sponsor to jointly perform the sponsorship duties and such unaffiliated sponsor shall be the lead sponsor.

Article 44: If the sponsorship agreement is terminated before the publication of the prospectus, the sponsor and the issuer shall each report the same to the CSRC within five working days from the date of termination and give the reason therefor.

Article 45: The sponsor and the issuer may not terminate the sponsorship agreement during the period between the publication of the prospectus and conclusion of the ongoing guidance, unless there are reasonable grounds therefor. The sponsorship agreement shall be terminated if the issuer re-applies for an offering of securities and engages another sponsor or if the sponsor has its sponsor qualifications revoked by the CSRC.

If the sponsorship agreement is terminated, the sponsor and the issuer shall report the same to the CSRC and stock exchange within five working days from the date of termination and give the reason therefor.

Article 46: If the sponsor has its sponsor qualifications revoked during the term of ongoing guidance, the issuer shall engage another sponsor within one month. If it fails to engage another sponsor within the specified period of time, the CSRC may designate a sponsor for it.

Article 47: The newly engaged sponsor shall complete the ongoing guidance work not completed by the former sponsor.

If another sponsor is engaged due to the former sponsor having had its sponsor qualifications revoked, the term of ongoing guidance by the newly engaged sponsor may not be less than one full financial year.

The newly engaged sponsor shall commence the sponsorship work and bear the attendant liability from the date of execution of the sponsorship agreement. If the former sponsor failed to act with due diligence while performing its sponsorship duties, its liability shall not be released or terminate as a result of the change in sponsor.

Article 48: A sponsor shall designate two sponsor representatives to be in charge of the specific sponsorship work for one issuer, issue powers of attorney for the project signed by the legal representative and ensure that its relevant departments and personnel efficiently divide responsibilities and co-operate. The sponsor may designate a project assistant.

Article 49: Once the securities have been offered, the sponsor may not replace the sponsor representatives, unless a sponsor representative leaves office or has his/her sponsor representative qualifications revoked, in which case he/she shall be replaced.

If a sponsor replaces a sponsor representative, it shall notify the issuer and, within five working days, report the same to the CSRC and stock exchange and give the reason therefor. If the outgoing sponsor representative failed to act with due diligence while in charge of the specific sponsorship work, his/her liability shall not be released or terminate as a result of his/her replacement.

Article 50: The sponsor's legal representative, person in charge of its sponsorship business, person in charge of internal reviews, sponsor representatives and project assistant shall sign the offer sponsorship letter, and its legal representative and sponsor representatives shall additionally sign the prospectus.

Article 51: The sponsor shall, in a timely manner, inform the issuer of opinions it expresses in performing its sponsorship duties and preserve the same in the sponsorship working draft, and may issue a public statement in respect thereof and report the same to the CSRC or stock exchange in accordance herewith.

Article 52: After conclusion of the ongoing guidance, the sponsor shall submit a sponsorship summary report to the CSRC and stock exchange within 10 working days from the date of the announcement of the issuer's annual report. The sponsor's legal representative and sponsor representatives shall sign the sponsorship summary report. The sponsorship summary report shall contain the following information:

(1) the basic particulars of the issuer;

(2) an overview of the sponsorship work;

(3) material events that occurred during performance of the sponsorship duties and an account of how the same were dealt with;

(4) an account and assessment of the issuer's cooperation in the sponsorship work;

(5) an account and assessment of the participation in the work relating to the offering and listing of the securities by the securities service institutions; and

(6) other information as required by the CSRC.

Article 53: The sponsor representatives and other sponsorship business-related personnel, as persons with insider information, shall comply with laws, administrative regulations and CSRC provisions and may not use insider information to directly or indirectly seek illegitimate gains for the sponsor, themselves or third parties.

PART FIVE: CO-ORDINATION OF SPONSORSHIP WORK

Article 54: In performing their sponsorship duties, the sponsor and its sponsor representatives may exercise the following rights towards the issuer:

(1) requiring the issuer to communicate information by the method specified in these Measures and the sponsorship agreement;

(2) regularly or irregularly visiting the issuer and reviewing the issuer's materials that are necessary for the sponsorship work;

(3) attending the issuer's shareholders' general meetings, board meetings and supervisory board meetings in a non-voting capacity;

(4) reviewing in advance the issuer's information disclosure documents and other documents to be submitted to the CSRC and stock exchange;

(5) conducting reviews of relevant matters of the issuer that are the subject of scrutiny by relevant departments and, when necessary, engaging relevant securities service institutions to co-operate therein;

(6) issuing public statements in respect of violations of laws or regulations by the issuer in accordance with information disclosure provisions of the CSRC and the stock exchange; and

(7) other rights as specified by the CSRC or in the sponsorship agreement.

Article 55: The issuer shall notify or consult with the sponsor and submit to it relevant documents in a timely manner if:

(1) it is to make changes to its undertakings in respect of the offer proceeds, investment project(s), etc.;

(2) an affiliated transaction is to occur or it is to provide security for a third party;

(3) it is to perform its information disclosure obligation or report relevant matters to the CSRC and stock exchange;

(4) it has violated laws or regulations or another material event has occurred; or

(5) another event as specified by the CSRC or in the sponsorship agreement has occurred.

Article 56: If the issuer fails to co-operate with the sponsor in performing its sponsorship duties before the securities offering, the sponsor shall issue a qualified opinion and give an account thereof in the offer sponsorship letter. If the circumstances are serious, it shall refuse to act as sponsor, and if it has acted as sponsor, it shall withdraw from sponsorship.

Article 57: If, after the securities offering, the sponsor has sufficient grounds to be confident that the issuer may have violated laws or regulations or committed another improper act, it shall procure the provision of an explanation and rectification within a specified period of time by the issuer. If the circumstances are serious, it shall report the same to the CSRC and stock exchange.

Article 58: The sponsor shall arrange for and co-ordinate the participation of the securities service institutions and their signatories in the work relating to the offering and listing of the securities.

If the sponsor has sufficient grounds to believe that there is a marked defect in the professional capabilities of the accounting firm, law firm, asset appraisal firm or other such securities service institution engaged by the issuer in connection with the offering and listing of its securities, it may recommend to the issuer that it be replaced.

Article 59: If the sponsor harbours doubts in respect of the professional opinion issued by a securities service institution and its signatories, it shall initiate consultations with the securities service institution and may require it to provide an explanation or provide evidence.

Article 60: If the sponsor has sufficient grounds to be confident that a securities service institution and its signatories may have violated laws or regulations by issuing a professional opinion containing false records, misleading statements or material omissions, etc. or that they may have committed another improper act, it shall express its opinion thereon in a timely manner. If the circumstances are serious, it shall report the same to the CSRC and stock exchange.

Article 61: A securities service institution and its signatories shall maintain their professional independence, carefully review their judgement in light of the doubts or comments of the sponsor and timely express their opinion to the sponsor and the issuer in a timely manner.

PART SIX: REGULATORY MEASURES AND LEGAL LIABILITY

Article 62: The CSRC may conduct regular or irregular onsite inspections of the sponsorship activities of a sponsor and its sponsor representatives, and they shall actively co-operate in such inspections, provide truthful relevant information, may not refuse, interfere with or evade such inspections and may not fraudulently provide, conceal or destroy relevant evidentiary materials.

Article 63: The CSRC shall establish a sponsor dependability oversight system, effect ongoing dynamic administration of the registration of sponsors and sponsor representatives, record details of their practice, violations of laws or regulations, other misconduct and the regulatory measures taken against them, etc. and, when necessary, may make such records public.

Article 64: A sponsor and its sponsor representatives shall bear the attendant liability from the date on which the sponsor submits the sponsorship documents to the CSRC.

Article 65: If application documents for sponsor qualifications contain false records, misleading statements or material omissions, the CSRC shall withhold its approval. If it has granted its approval, it shall revoke the sponsor qualifications.

If application documents for sponsor representative qualifications contain false records, misleading statements or material omissions, the CSRC shall withhold its approval. If it has granted approval, it shall revoke the sponsor representative qualifications. Additionally, it shall not accept sponsor representative qualification applications from the sponsor that submitted the aforementioned application documents for a period of six months from the revocation date.

Article 66: If a sponsor, sponsor representative, person in charge of the sponsorship business or person in charge of internal reviews violates these Measures by failing to perform its/his/her relevant obligations in good faith and with due diligence, the CSRC shall order it/him/her to rectify the matter and take regulatory measures against it/him/her such as giving a regulatory discussion, giving it/him/her special scrutiny, ordering it/him/her to take vocational study, issuing a written warning, ordering it/him/her to give a public account or declaring it/him/her persona non grata. If, in accordance with the law, administrative penalties are in order, such administrative penalties shall be imposed in accordance with relevant provisions. If the circumstances are serious and there is suspicion that a criminal offence has been committed, the case shall be transferred to the judicial authorities for criminal prosecution.

Article 67: If any of the following circumstances apply to a sponsor, the CSRC shall suspend its sponsor qualifications for three months from the date of confirmation thereof; if the circumstances are serious, it shall suspend its sponsor qualifications for six months and may order it to replace the person in charge of its sponsorship business and/or person in charge of internal reviews; and if the circumstances are particularly serious, it shall revoke its sponsor qualifications:

(1) the documents relating to its sponsorship work that it submits to the CSRC and stock exchange contain false records, misleading statements or material omissions;

(2) its internal control systems have not been effectively implemented;

(3) its due diligence investigation system, internal review system, ongoing guidance system and/or sponsorship working draft system has/have not been effectively implemented;

(4) its sponsorship working drafts contain false records, misleading statements or material omissions;

(5) it has instigated, assisted or participated in the submission by the issuer or a securities service institution of documents containing false records, misleading statements or material omissions;

(6) it has instigated, assisted or participated in the interference by the issuer in the review work by the CSRC and its Public Offering Review Committee;

(7) it has sought illegal gains through its sponsorship business; or

(8) another circumstance involving a serious breach of its obligation of good faith and due diligence applies to it.

Article 68: If any of the following circumstances applies to a sponsor representative, the CSRC may, depending on the circumstances, refuse to accept sponsorship by him/her/her for a period of three to 12 months from the date of confirmation thereof; and, if the circumstances are particularly serious, it shall revoke his/her sponsor representative qualifications:

(1) his/her due diligence work log is defective or omits or conceals material problems;

(2) he/she fails to complete or participate in guidance;

(3) he/she fails to participate in ongoing guidance or fails to act with due diligence in the ongoing guidance;

(4) during the sponsorship term, the issuer is publicly censured by the CSRC or stock exchange in connection with the sponsorship or the specific sponsorship work for which he/she was responsible;

(5) he/she has instigated, assisted or participated in the interference by the issuer in the review work by the CSRC and its Public Offering Review Committee; or

(6) another circumstance involving a serious breach of his/her obligation of good faith and due diligence applies to him/her.

Article 69: If any of the following circumstances applies to a sponsor representative, the CSRC shall revoke his/her sponsor representative qualifications; if the circumstances are serious, it shall ban him/her from the securities market;

(1) he/she has signed the sponsorship-related documents and sponsored the offering and listing of an issuer's securities, but did not participate in the due diligence investigation work, or the due diligence investigation was not thorough and sufficient, clearly failing to comply with business rules and industry codes;

(2) he/she has sought illegal gains through sponsorship business;

(3) he/she or his/her spouse holds shares of the issuer;

(4) he/she has instigated, assisted or participated in the submission by the issuer or a securities service institution of documents containing false records, misleading statements or material omissions; or

(5) he/she has participated in and organised the preparation of sponsorship-related documents that contain false records, misleading statements or material omissions.

Article 70: If a case has been opened and a sponsor or sponsor representative is under investigation due to a suspected violation of laws or regulations in its/his/her sponsorship business, the CSRC shall not accept sponsorship by such sponsor, or sponsorship for which such sponsor representative is specifically responsible, while the case is pending.

Article 71: If any of the following circumstances applies to an issuer, the CSRC shall suspend the sponsor qualifications of the sponsor for three months from the date of confirmation thereof and revoke the sponsor representative qualifications of the relevant person(s):

(1) the prospectus and other such application documents contain false records, misleading statements or material omissions;

(2) it makes a loss in the year its securities are offered and listed; or

(3) its information disclosure documents during the term of ongoing guidance contain false records, misleading statements or material omissions.

Article 72: If any of the following circumstances apply to an issuer during the term of ongoing guidance, the CSRC may, depending on the circumstances, refuse to accept sponsorship for which the relevant sponsor representative(s) is/are specifically responsible for a period of three to 12 months from the date of confirmation thereof; if the circumstances are particularly serious, it shall revoke the sponsor representative qualifications of the relevant person(s):

(1) its use of 50% or more of the aggregate offer proceeds in the year of the listing is inconsistent with the undertakings given;

(2) its operating profit in the year of the public offering and listing of its securities decreases by 50% or more as compared to the preceding year;

(3) a change in its controlling shareholder(s) or de facto controller(s) occurs in the 12 months following the date of the initial public offering and listing of its shares;

(4) 50% or more of its assets in the aggregate or its core business are/is reorganised in the 12 months following the date of the initial public offering and listing of its shares;

(5) 50% or more of the listed company's assets in the aggregate or its core business are/is reorganised in the 12 months following the date of its offering of new shares or convertible bonds and the same was not disclosed in the prospectus;

(6) its actual profit is less than the projected profit by 20% or more;

(7) an affiliated transaction is markedly lacking in fairness or the procedure therefor violated regulations, and a relatively large amount was involved;

(8) its controlling shareholder(s), de facto controller(s) or other affiliated person appropriated some of its resources and the amount thereof was relatively large;

(9) it provided security for a third party in violation of provisions and the amount thereof was relatively large;

(10) it purchased or sold assets, took out a loan, entrusted the management of certain assets, etc. in violation of provisions and the amount thereof was relatively large;

(11) a director, supervisor or member of its senior management personnel appropriated benefits of the issuer and was subjected to administrative penalties or had his/her criminal liability pursued therefor;

(12) it violated laws or regulations on the compliant operation of listed companies or information disclosure, etc. and the circumstances were serious; or

(13) another circumstance as specified by the CSRC.

Article 73: If sponsorship by a sponsor representative is refused for a fixed period of time or if his/her sponsor representative qualifications are revoked, the person in charge of the sponsorship business and the person in charge of internal reviews shall bear the attendant liability and the sponsor shall cancel sponsorship of the project(s) the sponsorship of which by the relevant sponsor representative had already been accepted. If the circumstances are serious, the sponsor shall be ordered to rectify its sponsorship systems within a specified period of time and replace the person in charge of its sponsorship business and the person in charge of internal reviews. If it still fails to satisfy requirements after the expiration of the period for rectification, its sponsor qualifications shall be revoked.

Article 74: If the regulatory measures specified in Article 66 hereof are imposed an aggregate of at least five times on a sponsor and person in charge of its sponsorship business or person in charge of internal reviews within one calendar year, the CSRC may suspend the sponsor's sponsor qualifications for three months and order it to replace the person in charge of its sponsorship business or person in charge of internal reviews.

If the regulatory measures specified in Article 66 hereof are imposed an aggregate of at least two times on a sponsor representative within two calendar years, the CSRC may refuse to accept sponsorship by him/her for six months.

Article 75: If a sponsor and its sponsor representatives challenge the regulatory measures imposed by the CSRC and they have sufficient evidence to establish the following facts and grounds, the CSRC shall accept the same:

(1) the issuer or its directors, supervisors and/or senior management personnel deliberately concealed material facts, and the sponsor and its sponsor representatives performed their obligation of due diligence;

(2) the issuer gave a special alert in the prospectus and the sponsor and its sponsor representatives performed their obligation of due diligence;

(3) irregularities arise in the issuer's business results, use of the offer proceeds, etc. or the issuer was unable to perform its undertakings and the same are due to an event of force majeure;

(4) during the term of ongoing guidance the issuer and its directors, supervisors and/or senior management personnel deliberately violated laws or regulations, and the sponsor and its sponsor representatives took the initiative in bringing the same to light and performed their obligation of due diligence; or

(5) another circumstance under which the sponsor and its sponsor representatives performed their obligation of due diligence.

Article 76: If an issuer and its directors, supervisors and/or senior management personnel violate these Measures by failing to engage another sponsor after changing the former sponsor, committing a violation of laws or regulations during the term of ongoing guidance and refusing to rectify the same, failing to notify the sponsor after the occurrence of a material event in a timely manner or otherwise materially failing to co-operate in the sponsorship work, the CSRC may order them to rectify the matter, make a public announcement thereof and, depending on the circumstances, take the following regulatory measures:

(1) requiring the issuer to give an account on a monthly basis of its acceptance of the guidance by the sponsor;

(2) requiring the issuer to disclose its monthly financial reports and related information;

(3) designating a securities service institution to conduct an inspection;

(4) requiring the stock exchange to issue a special alert in respect of the trading in the issuer's securities;

(5) not accepting its securities offering applications for 36 months; or

(6) declaring the person directly in charge and other responsible persons as persona non grata.

Article 77: If a securities service institution and its signatories violate these Measures, the CSRC shall order them to rectify the matter and take regulatory measures against the relevant organisations and responsible persons such as giving a regulatory discussion, giving them special scrutiny, issuing a written warning, ordering them to give a public account or declaring them persona non grata.

Article 78: If the professional opinion issued by a securities service institution and its signatories contains false records, misleading statements or material omissions, or if their failure to co-operate in the sponsorship work results in serious consequences, the CSRC shall refuse to accept documents from them for a period of six to 36 months from the date of confirmation thereof and publicly announce such sanction.

Article 79: If an issuer and its directors, supervisors and/or senior management personnel or a securities service institution and its signatories violate laws or administrative regulations and, in accordance with the law, administrative penalties are in order, such administrative penalties shall be imposed in accordance with relevant provisions. If a criminal offence is suspected, the case shall be transferred to the judicial authorities for criminal prosecution.

PART SEVEN: SUPPLEMENTARY PROVISIONS

Article 80: For the purposes of these Measures, the term “sponsor” means a sponsor as referred to in Article 11 of the Securities Law.

Article 81: The Securities Association of China or another organisation recognised by the CSRC may arrange for the administration of sponsor representative competence examinations.

Article 82: If a sponsor engaging in the sponsorship of the offering and listing of securities before the implementation hereof does not fully comply with the provisions hereof, it shall satisfy the requirements hereof within three months of the implementation date hereof and shall be subject to an acceptance check by the CSRC. If it still fails to comply with requirements after the expiration of the deadline, the CSRC shall revoke its sponsor qualifications.

Article 83: These Measures shall be effective as of December 1 2008. The Tentative Measures for the Sponsorship System for Issue and Listing of Securities (Order of the CSRC No.18) and the Measures for the Provision of Guidance for Initial Public Offerings of Shares (Zheng Jian Fa [2001] No.125) shall be repealed simultaneously.