Measures for the Administration of the Offering and Underwriting of Securities (2nd Revision)

Article 2: These Measures shall govern the onshore offering of shares and convertible bonds (Securities) by issuers, the onshore underwriting of Securities by securities companies and the purchase by investors of Securities offered onshore.

When issuers, securities companies and investors participate in Securities offerings, they shall additionally comply with other provisions of the China Securities Regulatory Commission (CSRC) on the offering of Securities, the operational rules of stock exchanges and securities depository and clearing institutions and the self-regulation rules of the Securities Association of China. When underwriting Securities, securities companies shall additionally comply with the relevant provisions on the sponsorship system, risk control system and internal control system of the CSRC.

Article 3: Securities service institutions and their personnel that issue documents in connection with Securities offerings shall strictly perform their statutory duties in accordance with the commonly recognised business and ethical standards of their industry and be liable for the truthfulness, accuracy and completeness of the documents they issue.

Article 4: The CSRC regulates the offering and underwriting of Securities in accordance with the law.

Part Two: Inquiry and pricing

Article 5: In an initial public offering of shares (IPO), the share offer price may be determined either by way of a price inquiry made with inquiry recipients or by another lawful and practicable method, such as the issuer and the lead underwriter directly setting the price through consultations between themselves. The pricing of Securities offered by a listed company shall comply with relevant CSRC provisions on the offering of Securities by listed companies.

The term “inquiry recipients” means securities investment fund management companies, securities companies, trust and investment corporations, finance companies, insurance institutional investors, qualified foreign institutional investors and lead underwriter-recommended institutional and individual investors that satisfy the conditions hereof, as well as other investors recognised by the CSRC.

If the lead underwriter itself recommends inquiry recipients, it shall formulate clear recommendation principles and criteria based on these Measures and the self-regulation rules of the Securities Association of China, establish a transparent recommendation decision-making mechanism and report the same to the Securities Association of China for the record. Recommended inquiry recipients shall include institutional investors with relatively good pricing capabilities and a long-term investment orientation and individual investors with relatively extensive investment experience.

Article 6: Inquiry recipients and the Securities investment products that they manage (Share Placement Targets) shall be registered with, and be subject to the self-regulation of, the Securities Association of China.

Article 7: An institutional investor serving as an inquiry recipient shall satisfy the following conditions:

(1) being established in accordance with the law and not having been subjected to administrative penalties, regulatory measures or criminal punishment during the most recent 12 months for a major violation of laws or regulations;

(2) being eligible to invest in shares according to law;

(3) having a good credit record, and having the organisation and personnel required to independently engage in Securities investment;

(4) having a sound internal risk assessment and control system that functions effectively, and risk control indices complying with relevant provisions; and

(5) if it has been removed from the list of inquiry recipients by the Securities Association of China in accordance herewith, 12 months having elapsed since the date of such removal.

An individual investor serving as an inquiry recipient shall have at least five years of investment experience, and a relatively strong research capacity and risk bearing capacity. A lead underwriter shall recommend such inquiry recipients in strict accordance with its pre-determined recommendation rules, criteria and procedure.

Article 8: The following institutional investors serving as inquiry recipients shall, in addition to satisfying the conditions specified in Article 7, satisfy the conditions set forth below:

(1) securities companies that have been approved to deal in Securities business for their own account or the Securities asset management business;

(2) trust and investment corporations for which at least two years have elapsed since their re-registration by the relevant regulatory departments, that have registered capital of not less than Rmb400 million and have had an active Securities market investment record during the most recent 12 months; and

(3) finance companies that have been established for at least two years, have registered capital of not less than Rmb300 million and have had an active Securities market investment record during the most recent 12 months.

Article 9: The lead underwriter may provide an investment value research report to the inquiry recipients after the publication of the preliminary offer document. Neither the issuer, lead underwriter or inquiry recipients may publicly disclose the contents of the investment value research report in any manner unless otherwise provided by the CSRC.

Article 10: The investment value research report shall be independently prepared and signed by the underwriters' research personnel, and the underwriters may not provide an investment value research report prepared by an institution outside the underwriting syndicate. An underwriter that issues investment value research reports shall establish a sound quality control system for investment value research reports, and the personnel who prepare the investment value research reports shall comply with the securities company's internal control systems.

Article 11: The following requirements shall be complied with in the preparation of investment value research reports:

(1) independence, prudence and objectivity;

(2) true, accurate, complete and authoritative cited information, and the source thereof must be stated;

(3) consistency and continuity in the assessments of the issuer's industry; and

(4) no false or misleading statements, or material omissions.

Article 12: An investment value research report shall provide a comprehensive analysis of the factors that affect the investment value of the issuer, and, at minimum, include the following information:

(1) the issuer's industry, industry policies, a comparison of the issuer and its main competitors and the issuer's position in the industry;

(2) an analysis of the issuer's business performance and growth prospects;

(3) an analysis of the issuer's profitability and financial position;

(4) an analysis of the project into which the offer proceeds will be invested;

(5) a comparison of the investment value of the issuer and comparable listed companies in the same industry; and

(6) macroeconomic trends, stock market trends and other factors that have a material impact on the investment value of the issuer.

An investment value research report shall provide a forecast of the reasonable investment value of the issuer's stock based on the foregoing analyses and by applying the valuation method commonly accepted in the industry.

Article 13: Once the prospectus (submission version) has been disclosed in advance, the issuer and lead underwriter may make initial contact in a non-public manner with specific inquiry recipients to gain an idea of the indication of the price and estimate the offer price range, or may use another reasonable method to estimate the offer price range.

Initial contact may not be made in a public manner or in a disguised public manner, and information related to the issuer, other than public information such as that disclosed in advance in the prospectus (submission version), may not be provided to the inquiry recipients.

Article 14: If the price inquiry method is used to set the price, the issuer and lead underwriter may directly determine the offer price based on the results of the initial inquiry, or may determine the offer price range through the initial inquiry and determine the offer price within the offer price range through book building.

Article 15: The issuer and its lead underwriter may promote the offer and make price inquiries to inquiry recipients, and promote the offer to public investors through the internet and by other such means, after publication of the preliminary offer document for the IPO.

When promoting the offer to public investors, the contents and completeness of the information related to the issuer provided to public investors by the issuer and its lead underwriter shall be consistent with the information provided to inquiry recipients.

Article 16: In the course of promoting the offer, the issuer and its lead underwriter may not use exaggeration, fraudulent advertising or other such illegitimate means to induce or mislead investors, may not interfere with inquiry recipients' normal quotation and subscription of shares, and may not disclose information related to the issuer, other than public information such as that disclosed in advance in the preliminary offer document. Promotional material may not contain false records, misleading statements or material omissions.

Underwriters shall retain the relevant information from the promotion, inquiry and pricing processes and file them for future reference, including promotion and publicity material, live recordings of roadshows, etc., so as to truthfully and comprehensively reflect the inquiry and pricing processes.

Article 17: If the price inquiry method is used to determine the offer price, an inquiry recipient may, at its own discretion, decide whether to participate in a preliminary inquiry. If an inquiry recipient applies to participate in the preliminary inquiry, the lead underwriter may not refuse it without a valid reason. An inquiry recipient that did not participate in the preliminary inquiry, or that participated in the preliminary inquiry but failed to provide a valid quote, may not participate in book building or offline private placement.

Article 18: Inquiry recipients shall provide a reasonable quote based on the principles of independence, objectivity and good faith, and may not hold consultations on their quotes or deliberately depress or boost their quotes.

Article 19: The accounts of the lead underwriter for dealing in Securities for its own account may not participate in the price inquiry for the share offering, the offline private placement or the online offering.

For an inquiry recipient in a de facto control relationship with the issuer or its lead underwriter, the inquiry recipient's own account may not participate in the price inquiry for the share offering or the offline private placement, but may participate in the online offering.

Article 20: The issuer and its lead underwriter shall report the offer price range and the offer price to the CSRC for the record and announce the same once each has been determined.

Article 21: Within one month after the end of each year, an inquiry recipient shall draw a conclusion from the inquiries in which it participated during the year and give an explanation as to whether it continues to satisfy the conditions specified herein and whether it complies with the regulatory requirements hereof in respect of inquiry recipients. The concluding report shall be submitted to the Securities Association of China for the record.

Article 22: If the issuer and lead underwriter determine the offer price through consultations between themselves or use another lawful and practicable method other than price inquiry to determine the offer price, they shall give a detailed explanation of the pricing method in the offer plan and publish the preliminary offer document after submitting the offer plan to the CSRC for the record.

Part Three: Sale of Securities

Article 23: If at least 400 million shares are to be offered in an IPO, a private placement may be made to strategic investors. The issuer shall execute private placement agreements with the strategic investors in advance and submit the same to the CSRC for the record.

The issuer and its lead underwriter shall disclose in the offer announcement the criteria for the selection of the strategic investors, the total number of shares to be placed with the strategic investors, the percentage of the total number of shares offered for which such placement will account, the lockup period and other information.

Article 24: Strategic investors may not participate in the preliminary price inquiry or book building procedure for an IPO, and shall undertake to hold the shares obtained in the private placement for no less than 12 months. The lockup period shall commence to be counted from the date the shares from the public offering are listed.

Article 25: The issuer and its lead underwriter shall place shares with the inquiry recipients that participate in the offline private placement. In principle, the quantity of shares placed with inquiry recipients by the issuer and its lead underwriter shall not be less than 50% of the total quantity of the contemplated new publicly offered shares and old shares for transfer (the Contemplated Offering).

The inquiry recipients, issuer and underwriters may themselves specify the lockup period for the shares placed in the offline private placement.

Article 26: Share Placement Targets shall be limited to the following types:

(1) Securities investment funds whose offering has been approved;

(2) the National Social Security Fund;

(3) the accounts of securities companies for dealing in Securities for their own account;

(4) securities companies' pooled asset management schemes whose establishment has been approved;

(5) the accounts of trust and investment corporations for dealing in Securities for their own account;

(6) pooled trust schemes established by trust and investment corporations and for which the reporting procedure has been carried out with the relevant regulatory department;

(7) the accounts of finance companies for dealing in Securities for their own account;

(8) the approved Securities investment accounts of insurance companies and insurance asset management companies;

(9) Securities investment accounts managed by qualified foreign institutional investors;

(10) enterprise pension funds recorded with the relevant regulatory department;

(11) the Securities investment accounts managed by institutional investors and the Securities investment accounts of individual investors recommended by the lead underwriter; and

(12) other Securities investment products approved by the CSRC.

If, in the prospectus, investment agreement and/or other such documents for the Securities investment product managed by an institutional investor, it is directly or indirectly stated that the objective of subscribing for new shares is to attempt to capture the spread between the primary and secondary markets, the relevant Securities investment account may not serve as a Share Placement Target.

Article 27: An inquiry recipient shall designate separate fund accounts and Securities accounts for the Share Placement Targets that it manages, which are to be used exclusively for book building and offline private placements. The designated accounts shall be registered with the CSRC, the Securities Association of China and the securities depository and clearing institution.

Article 28: When a Share Placement Target participates in a book building procedure and offline private placement, it shall pay the subscription moneys in full. The aggregate number of shares subscribed for from any single designated Securities account may not exceed the total number of shares placed with the inquiry recipients in the offering.

Article 29: If an issuer and its lead underwriter determine the offer price through book building, in the event that the total number of shares validly subscribed for at or above the offer price exceeds the number offered in the offline private placement, the private placement shall be allocated pro rata for all of the valid subscriptions at or above the offer price.

Article 30: The lead underwriter shall verify the registration of the inquiry recipients and the Share Placement Targets. Shares may not be placed with an inquiry recipient if:

(1) it set the price using the price inquiry method and did not participate in the preliminary price inquiry;

(2) the name or account information of the inquiry recipient or Share Placement Target is inconsistent with that registered with the Securities Association of China;

(3) it failed to provide a quote within the specified period of time or to transfer in full the subscription moneys; or

(4) there is evidence indicating that it violated laws or regulations or breached the principle of good faith in the course of the inquiry.

Article 31: The offline private placement by the issuer and its lead underwriter shall be carried out simultaneously with the online offering.

If the offer price has not been determined at the time of the online offering, the investors participating in the online offering shall make their subscription based on the upper limit of the price range. If the final offer price is lower than the upper limit of the price range, the difference shall be refunded to the investors.

When participating in online offerings, investors shall comply with the relevant provisions of the stock exchange and the securities depository and clearing institution.

Article 32: The issuer in an IPO and its lead underwriter shall establish a bi-directional clawback mechanism between the offline private placement and online offering to adjust the offline private placement to online offering ratio depending on how the subscription proceeds.

If online subscriptions are insufficient, a clawback may be carried out and the shares made available for subscription by offline investors; if the subscriptions still remain insufficient, the underwriting syndicate may recommend other investors to participate in the offline subscription.

If the offline lot winning rate is two- to four-times that of the online lot winning rate, the issuer and underwriters shall clawback 10% of the shares of the Contemplated Offering from offline and make them available online; if the offline lot winning rate is more than four-times that of the online lot winning rate, 20% of the shares of the Contemplated Offering shall be clawed back from offline and made available online.

Article 33: If, after conclusion of the preliminary price inquiry, fewer than 20 inquiry recipients have provided a valid quote in the case where fewer than 400 million shares are being publicly offered, or fewer than 50 inquiry recipients have provided a valid quote in the case where 400 million shares or more are being publicly offered, the issuer and its lead underwriter may not determine the offer price and shall suspend the offering.

If valid subscriptions by offline institutional investors within the predetermined limit for offline sale are insufficient, the shares may not be reallocated online, and the offering may be suspended. If the offline quoting outcome does not meet the expectations of the issuer and lead underwriter, or if the online subscriptions are insufficient or if subscriptions still remain insufficient after an offline reallocation following insufficient online subscriptions, the offering may be suspended. The specific circumstances for suspension of the offering may be agreed upon by the issuer and the underwriters, and disclosed.

After an offering is suspended, it may be reinitiated during the term of validity of the approval document following record filing with the CSRC.

Article 34: If a listed company is to offer Securities and a profit distribution plan or a plan for conversion of the common reserve to share capital has not yet been submitted to the shareholders' general meeting for a vote or, although adopted by the shareholders general meeting, has not yet been implemented, the offering shall be made after the implementation of the plan. Until the relevant plan has been implemented, the lead underwriter may not underwrite the Securities offered by the listed company.

Article 35: If a listed company is to offer shares to its existing shareholders (Rights Offering), it shall allocate the same pro rata to those shareholders registered on the date of record.

Article 36: If a listed company offers shares to the public in general (Subsequent Offering) or offers convertible bonds, the lead underwriter may classify the institutional investors that will participate in the offline private placement and allocate different percentages of the private placement to the different classes of institutional investors. The private placement shall be allocated in the same ratio to those institutional investors in the same class. The lead underwriter shall specify in the offer announcement the criteria for classifying the institutional investors.

If the lead underwriter does not classify the institutional investors, it shall establish a clawback mechanism between the offline private placement and the online offering. The percentage allocated to both after the clawback shall be identical.

Article 37: When a listed company makes a Subsequent Offering or offers convertible bonds, it may preferentially offer all or part of them to its existing shareholders. The percentage of such preferentially offered shares shall be disclosed in the offer announcement.

Article 38: If a listed company makes a non-public offering of Securities, the selection of the offer targets and their number shall comply with relevant provisions of the CSRC on the offering of Securities by listed companies.

Part Four: Securities underwriting

Article 39: Before underwriting Securities, a securities company shall submit its offer and underwriting plan to the CSRC.

Article 40: When underwriting Securities, a securities company shall do so under a firm commitment underwriting arrangement or best efforts underwriting arrangement in accordance with Article 28 of the PRC Securities Law. Best efforts underwriting shall be used if a listed company does not elect to sell its shares offered in a non-public offering itself or when a listed company makes a Rights Offering.

Article 41: If best efforts underwriting is to be used for a share offering, the handling measures in the event of the failure of the offering shall be disclosed in the offer announcement. After the failure of the share offering, the lead underwriter shall assist the issuer in making the refunds to the share purchasers at the offer price plus interest at the bank deposit rate of the same period.

Article 42: If, pursuant to laws and administrative regulations, a Securities offering requires underwriting by an underwriting syndicate, the underwriters comprising the syndicate shall execute a syndication agreement, and the lead underwriter shall be responsible for organising the underwriting work.

If two or more securities companies are to act as co-lead underwriters for a Securities offering, all of the securities companies acting as lead underwriters shall jointly bear the responsibilities of lead underwriters and perform the relevant obligations. If an underwriting syndicate comprises three or more underwriters, it may have a deputy lead underwriter to assist the lead underwriter in organising the underwriting activities.

Article 43: The members of an underwriting syndicate shall carry out the underwriting activities in accordance with the syndication agreement and the underwriting agreement, and may not carry out a fraudulent underwriting.

Article 44: The underwriting agreement and syndication agreement may be executed after the determination of the offer price.

Article 45: The lead underwriter shall establish a dedicated department or organisation to coordinate the joint completion of tasks such as information disclosure, promotion, bookkeeping, pricing, private placement, settlement of moneys, etc., by the company's investment banking, research, sales and other departments

Article 46: In the course of the underwriting process, a securities company may not offer overdrafts, rebates or other means determined as improper by the CSRC to induce others to subscribe for shares.

Article 47: The arrangements for the suspension and resumption of the listing of relevant Securities during the Securities offer period of a listed company shall comply with the relevant rules of the stock exchange.

The lead underwriter shall, in accordance with relevant provisions, pay interest on the frozen subscription moneys in a timely manner.

Article 48: Once payment of the subscription moneys by the investors has concluded, the lead underwriter shall engage an accounting firm qualified to engage in Securities-related business (Accounting Firm) to verify the subscription proceeds and issue a proceeds verification report. In the case of an IPO, it shall additionally engage a law firm to certify that the inquiry and private placement to the strategic investors and inquiry recipients complied with laws, administrative regulations, these Measures and other provisions, and issue a legal opinion thereon.

Article 49: If the number of shares to be offered in an IPO is 400 million or more, the issuer and its lead underwriter may, in the offer plan, adopt an over-allotment option. The exercise of the over-allotment option shall comply with the provisions of the CSRC, the stock exchange and the securities depository and clearing institution.

Article 50: When Securities are offered to the public, the lead underwriter shall submit an underwriting concluding report, which draws a conclusion from the basic details on the offer period and the performance of the Securities after the listing, to the CSRC for the record within 10 days after the Securities are listed, together with the following documents:

(1) the published version of the prospectus;

(2) the underwriting agreement and syndication agreement;

(3) the certifying opinion of the lawyer (for IPOs only);

(4) the proceeds verification report of the Accounting Firm; and

(5) other documents required by the CSRC.

Article 51: When a listed company makes a non-public offering of shares, the issuer and its lead underwriter shall submit the following documents to the CSRC after completion of the offering:

(1) a report on the offering;

(2) the report of the lead underwriter on the compliance of the Contemplated Offering process and the purchase targets;

(3) the certifying opinion of the issuer's lawyer on the compliance of the Contemplated Offering process and the purchase targets;

(4) the proceeds verification report of the Accounting Firm; and

(5) other documents required by the CSRC.

Part Five: Information disclosure

Article 52: In the course of the offering, the issuer and the lead underwriter shall prepare the information disclosure documents and perform their information disclosure obligations in accordance with the procedures, with the contents and in the format specified by the CSRC.

Article 53: During the period between the acceptance of the application documents for an IPO and the approval of the issuer's offer application by the CSRC and the publication in accordance with the law of the preliminary offer document, the issuer and parties that have a connection with the Contemplated Offering may not carry out, in a public manner or a disguised public manner, any promotional activities relating to the share offering or carry out such activities through other interested parties or by engaging third parties to do so.

The information disclosed by the issuer and underwriters in the course of the offering shall be true, accurate and complete, may not exaggerate with bias the advantages, play down the risks, embellish the image or mislead investors, and may not contain false records, misleading statements or material omissions.

Article 54: The issuer and its lead underwriter shall publish the information disclosed in the course of the offering in at least one newspaper and on the internet website(s) designated by the CSRC, and make it available in a location designated by the CSRC for public consultation.

Article 55: With the exception of not containing the offer price and the amount to be raised, the contents and format of the preliminary offer document disclosed by the issuer shall be identical to, and have the same legal effect as, the prospectus.

Article 56: When publishing the preliminary offer document or the abstract of the prospectus, the issuer and its lead underwriter shall additionally publish the offer announcement, which shall provide a detailed explanation of the offer plan.

After the offer price has been determined, the issuer and its lead underwriter shall disclose details of the offline subscriptions and the specifics of the offline quotes.

Article 57: The issuer and its lead underwriter shall announce the offer price, offer price-earnings ratio and the method of calculating the offer price-earnings ratio. The issuer may additionally disclose the price-to-book ratio and other such offer price indicators that reflect the particularities of the issuer's industry.

Article 58: If a private placement is made to strategic investors in an IPO, the issuer and its lead underwriter shall disclose in the announcement of the results of the offline private placement the names of the strategic investors, the number of shares they purchased and the lockup period that they committed to, and other information.

Article 59: After a listed company offers new shares in a non-public offering, it shall prepare and disclose a report on the offering in accordance with the requirements of the CSRC.

Article 60: Until the Securities in a Contemplated Offering are listed, the issuer and its lead underwriter shall prepare and announce information disclosure documents as required by the stock exchange.

Part Six: Regulation and penalties

Article 61: If an issuer, securities company, securities service institution or inquiry recipient, or the manager thereof who is directly in charge or another person who is directly responsible, violates laws, administrative regulations or these Measures, the CSRC may order it/him/her to rectify the matter and may take regulatory measures such as a regulatory lecture, placement on a watch list, issuance of a letter of warning, order to give a public explanation, declaration as persona non grata or banning from the market against the manager directly in charge or the other directly responsible person, and record the same in his/her integrity file; if, in accordance with the law, administrative penalties are called for, such penalties shall be imposed in accordance with relevant provisions; and if it is suspected that a criminal offence has been committed, the case shall be transferred to the judicial authorities in accordance with the law for criminal prosecution. The Securities Association of China shall take self-regulatory penalty measures against the relevant entity or individual(s) in accordance with its self-regulation rules.

Article 62: If a securities company commits any of the acts set forth below, in addition to its bearing legal liability in accordance with the law, the CSRC may order it to suspend its Securities underwriting business for 36 months from the date of confirmation:

(1) it underwrites Securities that have not been approved;

(2) during the course of the underwriting, it engages in advertising or other publicity or promotional activities that are fraudulent or mislead investors, uses illegitimate means to induce others to submit quotes or subscribe for shares, or the information that it discloses contains false records, misleading statements or material omissions, and the circumstances thereof are serious; or

(3) it participates in the offline inquiry and private placement with its own funds or in a disguised manner with its own funds, or instigates another to quote a high price or restricts them from quoting a low price, thereby seriously interfering with the normal quote procedure.

Article 63: If a securities company commits any of the acts set forth below, in addition to its bearing legal liability in accordance with the law, the CSRC will, depending on the seriousness of the circumstances, order it to suspend its Securities underwriting business for three to 12 months from the date of confirmation:

(1) it divulges share offering information in advance;

(2) it uses unfair competitive means to solicit underwriting business;

(3) it provides to an inquiry recipient information related to the issuer, other than public information such as that disclosed in the prospectus (preliminary offer document);

(4) its actual method of proceeding in the course of the underwriting is inconsistent with the offer plan submitted to the CSRC;

(5) it violates relevant provisions in preparing or issuing the investment value research report;

(6) it directly or through an interested party offers financial assistance or compensation in violation of provisions to investors that participate in the purchase; or

(7) it directs benefits to inquiry recipients that it recommended.

Article 64: If an issuer, its manager directly in charge or another directly responsible person commits any of the acts set forth below, in addition to bearing legal liability in accordance with the law the CSRC may order it/him/her to rectify the matter, may take regulatory measures such as a regulatory lecture, placement on a watch list, issuance of a letter of warning, order to give a public explanation, declaration as persona non grata or banning from the market against the officer directly in charge or the other directly responsible person, and record the same in his/her integrity file:

(1) it/he/she provides to an inquiry recipient information related to the issuer, other than public information such as that disclosed in the prospectus (preliminary offer document);

(2) it/he/she directly or through an interested party offers financial assistance or compensation in violation of provisions to investors that participate in the purchase;

(3) before the listing of the issuer's shares, it/he/she engages in advertising or other publicity or promotional activities that are fraudulent or mislead investors, uses illegitimate means to induce others to submit quotes or subscribe for shares, or the information that it/he/she discloses contains false records, misleading statements or material omissions, and the circumstances thereof are serious; or

(4) it/he/she instigates another to quote a high price or restricts them from quoting a low price, thereby seriously interfering with the normal quote procedure.

Article 65: The Securities Association of China shall remove an inquiry recipient from the list of inquiry recipients if:

(1) it no longer satisfies the conditions specified herein;

(2) it has been subjected to regulatory discussion three or more times in the most recent 12 months for violations of relevant regulatory requirements; or

(3) it fails to submit its annual concluding report on time.

Part Seven: Supplementary provisions

Article 66: The offering and underwriting of other securities of listed companies shall, mutatis mutandis, be handled in accordance with these Measures.

Article 67: These Measures shall be effective as of September 19 2006. The Measures for Administration of the Share Underwriting of Securities Institutions (Zheng Wei Fa [1996]) No.18), Circular on the Prohibition of Improper Acts in Share Offerings (Zheng Jian Fa Zi [1996] No.21), Circular on Resolutely Halting Overdrafts and Other Such Acts in Share Offerings (Zheng Jian Fa Zi [1996] No.169), Circular on Prohibiting Securities Institutions from Subscribing for Shares that They Underwrite (Zheng Jian Ji Zi [1997] No.4), Circular on Strengthening the Oversight of the Share Underwriting Business of Securities Institutions (Zheng Jian Ji Gou Zi [1999] No.54), Circular on Issues Relevant to Private Placement of Shares to Legal Persons (Zheng Jian Fa Xing Zi [1999] No.121), Circular on Issues Relevant to Share Listing Arrangements (Zheng Jian Fa Xing Zi [2000] No.86), Supplementary Circular on the Oversight of the Share Underwriting Business of Securities Institutions (Zheng Jian Ji Gou Zi [2000] No.199), Circular on the Conduct of Company Promotion Via the Internet by Companies Issuing New Shares (Zheng Jian Fa Xing Zi [2001] No.12) and Circular on Several Issues Concerning the Trial Implementation of an Inquiry System for Initial Public Offerings of Shares (Zheng Jian Fa Xing Zi [2004] No.162) shall be repealed simultaneously.