Articles of Association

ZHEJIANG EXPRESSWAY CO., LTD.

                              (Stock code: 0576)

                           ARTICLES OF ASSOCIATION


Chapter 1    General Provisions 

Chapter 2    Business Objectives and Scope of Business 

Chapter 3    Shares and Registered Capital 

Chapter 4    Capital Reduction and Repurchase of Shares

Chapter 5    Financial Assistance for the Purchase of the Company's Shares  

Chapter 6    Share Certificates and Register of Shareholders 

Chapter 7    Rights and Obligations of Shareholders

Chapter 8    Shareholders' General Meetings

Chapter 9    Special Procedures for the Voting by Class Shareholders

Chapter 10   Board of Directors 

Chapter 11   Secretary to the Board of Directors of the Company 

Chapter 12   The Company's General Manager 

Chapter 13   Supervisory Committee  

Chapter 14   Qualifications and Obligations of the Directors, Supervisors, 
             Managers and other senior management member

Chapter 15   Financial Accounting System and Distribution of Profits   

Chapter 16   Appointment of Accounting Firm 

Chapter 17   Merger and Division of the Company

Chapter 18   Liquidation of the Company upon Dissolution 

Chapter 19   Labor Management and Trade Union 

Chapter 20   Procedures for Amending the Articles of Association of the 
             Company 

Chapter 21   Dispute Resolution 

Chapter 22   Supplementary Provisions 


Chapter 1 General Provisions

     Article 1     The Company is a joint stock limited 
company incorporated in accordance with the "Company Law 
of the People's Republic of China" (hereinafter referred 
to as the "Company Law"), the "Special Regulations of the 
State Council on the Overseas Offering and listing of 
Shares by Joint Stock Limited Companies" (hereinafter 
referred to as the "Special Regulations") and other 
relevant laws and regulations of the State.

     The Company was established by way of promotion on 
24th February, 1997 with the approval of the State 
Commission for Restructuring the Economic System under 
the document Ti Gai Sheng [1997] No.18 and was registered 
with the Administrative Bureau for Industry and Commerce 
of Zhejiang Province and obtained its business license on 
1st March 1997. The Company's business license number is 
14294209-5. Pursuant to the approval document 2000 Wai 
Jing Mao Zi Yi Han Zi No.521, MOFTEC approved the 
transformation of the Company into a foreign investment 
joint stock company with limited liability. The Company 
obtained its new business licence on 5th December 2002 
from the State Administration for Industry and Commerce.            Amended
The Company's new business licence number is Qiguzhezongzi        2001/3/22
NO.002202.                                                        2002/4/30

     The promoter of the Company was Zhejiang Provincial 
High Class Highway Investment Company Limited. 
Pursuant to the document Zhe Zheng Fa [2001] No.42, 
Zhejiang Provincial High Class Highway Investment Company 
Limited was replaced by Zhejiang Communications Investment 
Group Co., Ltd. upon reorganization.

     (Mandatory Provisions: Article 1)

     Article 2      The English name of the company is: 
ZHEJIANG EXPRESSWAY CO., LTD.

(Mandatory Provisions: Article 2)

     Articles 3     The address of the Company is: 12/F,            Amended
Block A, Dragon Century Plaza, 1 Hangda Road, Hangzhou             1999/5/6
City, Zhejiang Province, the People's Republic of China           2006/6/14

Postal Code: 310007
Telephone No: 0571-8798 5588
Facsimile: 0571-8798 5599

     (Mandatory Provisions: Article 3)


     Article 4     The chairman of the board of directors
shall be the legal representative of the Company.

     (Mandatory Provisions: Article 4)

     Article 5     The Company is a perpetually existing 
joint stock limited company. 

     (Mandatory Provisions: Article 5)


     Article 6     These Articles of Association shall 
become effective upon the establishment of the Company.
From the effective date of these Articles of Association, 
these Articles of Association shall be a legally binding 
document which regulates the organization and acts of the 
Company, and defines the rights and obligations between 
the Company and the shareholders and among the shareholders
themselves.

     (Mandatory Provisions: Article 6)

     Article 7     These Articles of Association shall 
be binding on the Company, its shareholders, directors, 
supervisors, managers and other senior managerial officers. 
All persons mentioned above shall have rights to claim 
relating to the affairs of the Company in accordance with 
these Articles of Association. 

     In accordance with these Articles of Association, 
shareholders may institute legal proceedings against the 
Company; the Company may institute legal proceedings 
against shareholders; shareholders may institute legal 
proceedings against other shareholders; shareholders may 
also institute legal proceedings against directors, 
supervisors, managers and other senior managerial officers 
of the Company.

     The legal proceedings referred to in the preceding
paragraph shall include legal proceedings instituted in 
courts or the application to arbitration institutions for 
arbitration.

     (Mandatory Provisions: Article 7)

     Article 8     The entire capital of the Company is 
divided into shares of equal par value. Shareholder 
liabilities to the Company shall be limited to their 
respective shareholdings in the Company whereas the 
Company's liabilities shall be limited to the total amount 
of its assets.

     Article 9     The Company may invest in other limited
liability companies and joint stock limited companies and 
its liabilities therefor shall be limited to the amount of 
the capital invested, provided that the Company shall not 
be a shareholder with unlimited liability of any other 
economic organization.

     Upon approval by the Company's examination and approval
authorities authorized by the State Council, the Company may, 
in accordance with its operational and managerial 
requirements, operate as a holding company in accordance 
with paragraph 2 of Article 12 of the Company Law.

     (Mandatory Provisions: Article 8)


Chapter 2 Business Objectives and Scope of Business

     Article 10     The business objectives of the Company 
are: to raise and utilize capital for construction; and, in 
accordance with the State's highway traffic construction 
planning, speed up the construction of high grade road 
network in Zhejiang Province, improve the conditions of 
highway traffic, enhance the economic and social development 
of Zhejiang Province and adjacent regions, realize 
maximization of the Company's value and derive investment 
returns satisfactory to the shareholders.

     (Mandatory Provision: Article 9)

     Article 11     The scope of business of the Company           Amended
shall be that as approved by the competent authority in           1999/5/6
charge of the Company's registration.                            2002/4/30

     The scope of business of the Company is the 
construction, design, toll collection, maintenance,
and management of and the provision of technical 
consultation and ancillary services to high-grade
roads; ancillary services for high-grade roads such as 
gas station along the road, car rescue, car wash,
warehousing, food and beverage, advertising (subject to 
the approval of the relevant department).

     (Mandatory Provisions: Article 10)

     Article 12     According to the changes in domestic
and international markets, the business requirements in 
China and overseas and the development capability of the 
Company, the Company may adjust its scope of business or 
directions or modes of investment, subject to approval by 
ordinary resolutions passed by the shareholders in general 
meetings and by the relevant government authorities.

Chapter 3 Shares and Registered Capital

     Article 13     The Company shall have ordinary shares            App.3 
at all times; according to its needs and upon the approval                9
by the Company's examination and approval authorities 
authorized by the State Council, the Company may create other 
classes of shares. 

     (Mandatory Provisions: Article 11)

     Article 14     The shares issued by the Company shall 
have par value of Renminbi one per share.

     Renminbi referred to in the preceding paragraph shall 
mean the lawful currency of the People's Republic of China
("PRC").

     (Mandatory Provisions: Article 12)

     Article 15     Subject to approval by the securities 
supervisory authorities of the State Council, the Company 
may issue shares to domestic investors and overseas 
investors.

     Overseas investors referred to in the preceding 
paragraph shall mean investors in foreign countries such 
as Hong Kong, Macau and Taiwan who subscribe for shares 
issued by the Company; domestic investors shall mean 
investors within the PRC other than Hong Kong, Macau and 
Taiwan, who subscribe for shares issued by the Company.

     (Mandatory Provisions: Article 13)

     Article 16     The shares issued by the Company to               App.3
domestic investors and subscribed for in Renminbi shall be                9
called domestic invested shares. The shares issued by the 
Company to overseas investors and subscribed for in foreign 
currencies shall be called foreign invested shares. Foreign 
invested shares which are listed outside the PRC are known 
as overseas listed foreign invested shares.

     Foreign currencies referred to in the preceding 
paragraph shall mean the lawful currencies of other countries 
or regions, other than Renminbi, which are recognized by the 
State's foreign exchange supervisory department and which 
may be used for payment of shares to the Company.

     (Mandatory Provisions: Article 14)

     Article 17     Foreign invested shares listed in Hong 
Kong shall be called H shares. H shares means the shares 
which are approved to be listed on The Stock Exchange of 
Hong Kong Limited, whose par value is denominated in 
Renminbi and which are subscribed for and traded in Hong Kong
dollars.

     Article 18     As approved by the examination and                App.3
approval authority authorised by the State Council, the                   9  
Company has issued a total of 4,343,114,500 ordinary shares. 
Upon the establishment of the Company, 2,909,260,000 domestic 
invested shares were issued to the promoter, Zhejiang
Provincial High Class Highway Investment Company Limited 
(subsequently reorganized as Zhejiang Communications Investment    Amended
Group Co., Ltd.), representing approximately 67% of the total    1998/5/25
ordinary shares issued by the Company.                           2002/4/30

     (Mandatory Provisions: Article 15)

     Article 19     After the establishment of the Company,           App.3
4,343,114,500 ordinary shares were issued of which                        9
1,433,854,500 were issued as overseas listed foreign invested 
shares representing approximately 33% of the total number 
of ordinary shares which were be issued by the Company. The
shareholding structure of the Company comprises 4,343,114,500 
ordinary shares of which 2,909,260,000 domestic invested            Amended
shares are held by the promoter, Zhejiang Communications          1998/5/25
Investment Group Co., Ltd. and 1,433,854,500 overseas listed      2001/3/22
foreign invested shares are held by holders of overseas listed    2002/4/30
foreign invested shares.                                         2010/10/18

     (Mandatory Provisions: Article 16)

     Article 20     Subject to approval of the Company's 
plan to issue overseas listed foreign invested shares and 
domestic invested shares by the securities supervisory 
authorities of the State Council, the
board of directors of the Company may arrange for the issue 
of such shares.

     The Company's plan to issue overseas listed foreign 
invested shares and domestic invested shares respectively 
pursuant to the provisions aforesaid may be implemented 
respectively within 15 months from the date of approval of 
the Securities Commission of the State Council.

     (Mandatory Provisions: Article 17)

     Article 21     The issue of overseas listed foreign 
invested shares and domestic invested shares within the 
total number of shares determined under the issue plan 
shall be issued respectively and subscribed for at one 
time; if this cannot be achieved due to exceptional 
circumstances, the same may, subject to approval by the 
Securities Commission of the State Council, be issued in 
separate issues.

     (Mandatory Provision: Article 18)
 
     Article 22     The registered capital of the Company            App.3
shall be Renminbi 4,156,090.000. If the over-allotment                   9
option is exercised, the registered capital of the Company 
shall be not more than Renminbi 4,343,114,500.

     (Mandatory Provisions: Article 19)

     Article 23     According to its operational and 
development requirements, the Company may increases its 
capital in accordance with the relevant provisions of 
these Articles of Association.

     The Company may increase its capital by the following 
methods:

     (1) offer of new shares to unspecified investors;

     (2) placement of new shares to the existing s
         hareholders;

     (3) bonus issue of new shares to the existing 
         shareholders;

     (4) other methods as permitted by laws and 
         administrative regulations.

     The increase of capital of the Company by way of 
issuing new shares shall be carried out after the board of 
directors of the Company has prepared a detailed plan for 
the increase of the total number of shares, the approval of 
the detailed plan by the shareholders by way of special 
resolution in shareholders' meeting and the granting of 
approval by the relevant authority of the State Council.
Following the issue of newly increased shares, the Company 
shall within the time frame set out in the relevant laws 
and administrative regulations apply for alteration of its 
registration with the original company registration 
authority.

     (Mandatory Provisions: Article 20)

     Article 24 Unless otherwise provided by laws and                 App.3
administrative regulations, the shares of the Company shall            1(2)
be freely transferable and free from any liens. All                   App.3
documents of transfer or other documents relating to or                1(1)
affecting the title of any shares of the Company shall be    
registered.

     (Mandatory Provisions: Article 21)

Chapter 4 Capital Reduction and Repurchase of Shares

     Article 25     The Company may reduce its registered
capital in accordance with the stipulations of these Articles 
of Association. 

     (Mandatory Provision: Article 22)

     Article 26 When the Company reduces its registered 
capital, the Company shall prepare a balance sheet and an 
inventory of assets. The Company shall notify its creditors 
within 10 days from the date on which the resolution for
the reduction of capital has been passed and shall publish 
a notice to that effect at least three times in a newspaper 
within 30 days thereof. The creditors who have received 
such notice shall, within 30 days thereafter, and those 
creditors who have not received such notice shall, within 
90 days from the date the notice is first published, be 
entitled to require the Company to repay the debt or to 
provide corresponding guarantees for the debt.

     The registered capital of the Company after the 
reduction of capital shall not fall below the minimum 
amount required by law.

     (Mandatory Provisions: Article 23)

     Article 27    In the following circumstances, the 
Company may repurchase its issued shares in accordance 
with the procedures provided by these Articles of 
Association after approval has been obtained from the 
securities supervisory authorities of the State Council:

     (1) cancellation of shares for the purpose of 
         reduction of capital of the Company;

     (2) merger with other companies which hold shares 
         of the Company;

     (3) other circumstances permitted by laws and 
         administrative regulations.

     (Mandatory Provisions: Article 24)

     Article 28     With the approval of the securities 
supervisory authorities of the State Council, the Company 
may repurchase its shares in any one of the following 
manners:

     (1) to make a repurchase offer to all shareholders 
         in equal proportion to their shareholdings;

     (2) to repurchase the shares through open trading on 
         a recognized stock exchange;

     (3) to repurchase the shares by way of agreement 
         other than through a stock exchange.

     (Mandatory Provisions: Article 25)

     Article 29     The repurchase of shares by the 
Company by way of agreement other than through a stock 
exchange shall require the prior approval of shareholders 
in general meeting in accordance with the provisions of 
these Articles of Association. Upon prior approval granted 
in the same manner by shareholders in the general meeting, 
the Company may discharge or amend any agreement entered
into in the aforesaid manner or to waive any rights granted 
under such agreement.

     The agreement for repurchase of shares referred to in 
the preceding paragraph shall include, but not limited to, 
the agreements relating to the assumption of obligations 
to repurchase shares and the acquisition of rights to 
repurchase shares.

     The Company shall not assign an agreement for the 
repurchase of its shares or any of the rights provided 
therein.

     (Mandatory Provisions: Article 26)

     Article 30     After the Company has repurchased the 
shares according to law, the Company shall, within the time 
limit stipulated by laws and administrative regulations, 
cancel that part of the shares and shall apply to the 
original company registration authorities for the 
registration of the alteration of its registered capital.

     The registered capital of the Company shall be reduced 
by the amount of the total nominal value of the shares so 
canceled.

     (Mandatory Provisions: Article 27)

     Article 31     Unless the Company is in liquidation,             App.3
the repurchase of issued shares by the Company shall be                8(2)
subject to the following provisions:

     (1) for those shares repurchased at par value, payment 
         may be made out of the distributable profits as 
         shown on the accounts of the Company or from the 
         proceeds of the issue of new shares which are 
         issued for the purpose of repurchasing the old shares;

     (2) for those shares repurchased at a value exceeding 
         the par value, payment up to the par value thereof 
         shall be made out of the distributable profits as 
         shown on the accounts of the Company or from the 
         proceeds of the issue of new shares which are issued 
         for the purpose of repurchasing the old shares; 
         payment of the portion in excess of the par value 
         shall be dealt with in the following manners:

         (a) for those repurchased shares which were 
             issued at par value, it shall be paid out 
             of the distributable profits as shown on the 
             accounts of the Company;

         (b) for those repurchased shares which were issued 
             in excess of the par value, it shall be paid out
             of the distributable profits as shown on the 
             accounts of the Company or from the proceeds of 
             the issue of new shares which are issued for the
             purpose of repurchasing old shares; provided that
             the amount paid out of the proceeds of the issue 
             of new shares shall not exceed the total premium 
             received from the issue of such repurchased 
             shares, nor shall it exceed the amount in the 
             Company's share premium account or capital reserve 
             fund account (including the amount of premium from 
             the issue of new shares) at the time of such 
             repurchase;

     (3) The payments made by the Company for the following
         purposes shall be paid out of the distributable 
         profits of the Company; 

         (a) acquisition of rights to repurchase its shares;

         (b) alteration of any agreement for repurchase of 
             its shares;

         (c) discharging any of its obligations under any 
             repurchase agreement.

     (4) After the reduction of the total nominal value of 
         the shares which have been so canceled from the 
         registered capital of the Company pursuant to the 
         relevant provisions, the amount which has been deducted 
         from the distributable profits and which has been used
         for repurchasing the nominal value of the shares 
         shall be credited to the share premium account or 
         capital reserve fund account of the Company.

     (Mandatory Provisions: Article 28)

Chapter 5 Financial Assistance for the Purchase of the Company's Shares

     Article 32     The Company or its subsidiaries shall 
not, at any time or in any manner, provide directly or 
indirectly any financial assistance to any person who 
acquires or intends to acquire the shares of the Company. 
The person who acquires the shares of the Company as 
aforesaid includes the person who assumes, directly or 
indirectly, obligations as a result of the purchase of 
the shares of the Company.

     The Company or its subsidiaries shall not, at any 
time or in any manner, provide financial assistance to 
reduce or discharge a person who assumes such 
obligations as aforesaid from such obligations.

     This Article shall not apply to circumstances as 
described in Article 34 of this Chapter.

     (Mandatory Provisions: Article 29)

     Article 33    The financial assistance referred to 
in this Chapter shall include, but not be limited to, the 
following forms:

     (1) gifts;

     (2) guarantees (including the assumption of 
         obligations by the guarantor or the offering 
         of property by the guarantor to secure the 
         performance of obligations by the obligor),
         compensation (other than compensation to be 
         made as a result of default on the part of 
         the Company itself), discharge or waiver of 
         rights;

     (3) provisions of loans or entering into contracts
         in which the Company has to perform obligations
         prior to the performance of obligations by the
         other party, changes to loans or to the 
         contracting parties and the assignment of such 
         loans or contracts;

     (4) any other forms of financial assistance given 
         by the Company when the Company is unable to pay
         its debts or has no net assets or as a result of 
         which the Company's net assets would be reduced 
         to a material extent.

     The assumption of obligations referred to in this 
Chapter shall include the obligations assumed by the obligor 
by changing its financial position by entering into contracts 
or making arrangements (whether or not such contract or 
arrangement is enforceable and whether or not such person 
is liable individually or jointly with others) or by any 
other means.

     (Mandatory Provisions: Article 30)

     Article 34     The following acts are not deemed as 
prohibited by the provisions of Article 32 of these Articles 
of Association:

     (1) the financial assistance is given by the Company 
in good faith in the interests of the Company and the 
principal purpose in giving such assistance is not for 
the purchase of the Company's shares, or the assistance 
so given is only an incidental part of some larger purpose 
of the Company;

     (2) the distribution of dividends by the Company by 
         way of distributing its assets in accordance with 
         law;

     (3) the distribution of dividends by way of bonus 
         shares;

     (4) reduction of registered capital, repurchase of 
         shares of the Company, restructuring of the
         share capital or other restructuring in 
         accordance with these Articles of Association;

     (5) lending of money by the Company in the ordinary 
         course of business which falls within its
         scope of business (but the net assets of the 
         Company shall not be reduced thereby, or even
         if reduced, the said financial assistance is 
         made out of the distributable profits of the
         Company);

     (6) provision of funds by the Company for the 
         employee share scheme (but the net assets of
         the Company shall not be reduced thereby, or 
         even if reduced, the said financial assistance
         is made out of the distributable profits of 
         the Company).

     (Mandatory Provisions: Article 31)

Chapter 6 Share Certificates and Register of Shareholders

     Article 35    The share certificates of the Company 
shall be in registered form. 

     The particulars to be set out 
in the share certificates of the Company shall include:

     (1) the name of the Company;

     (2) the date of incorporation of the Company;

     (3) the class and nominal value of and the number 
         of shares represented by the share certificates;

     (4) the serial number of the share certificates;

     (5) other particulars which are required to be 
         included by the stock exchanges on which the
         shares of the Company are listed.

     (Mandatory Provisions: Article 32)

     Article 36     Share certificates shall be signed                App.3
by the chairman of the board of directors. If the                      2(1)
stock exchange on which the shares of the Company are 
listed shall require other senior managerial officers 
to sign thereon, such other senior managerial officers 
so required shall also sign on such certificates. The 
share certificates shall be effective after the seal 
of the Company have been affixed thereto or the seal 
has been affixed thereto in a printed form. The affixing 
of the company seal upon the share certificate shall 
be authorized by the board of directors. The signatures 
of the chairman of the board of directors or other 
relevant senior managerial officers of the Company on the 
share certificates may also be made in a printed form.

     The share certificates issued by the Company to the 
promoter shall be indicated with the words "Promoter Share 
Certificates".

     The H share certificates issued by the Company shall             App.3
be signed personally by the chairman of the board of                   2(1)
directors or in a printed form and shall come into effect 
once affixed with the special securities seal of the 
Company or if such seal is affixed in a printed form, 
with the authority of the board of directors.

     (Mandatory Provisions: Article 33)

     Article 37     The Company shall have a register 
of shareholders to register the following particulars:

     (1) the name (description), address (residence), 
         occupation or nature (in the case of a legal 
         person) of each shareholder;

     (2) class and number of shares held by each 
         shareholder;

     (3) the amount paid or payable for the shares 
         held by each shareholder;

     (4) the serial number of the shares held by 
         each shareholder;

     (5) the date when each shareholder is registered 
         as a shareholder;

     (6) the date when each shareholder ceased to be a 
         shareholder.

     Unless there is proof to the contrary, the register 
of shareholders shall be conclusive evidence of the holding 
of the Company's shares by a shareholder. 

     Where two or more persons are registered as joint 
shareholders of any shares, they shall be deemed to be 
the co-owner of the relevant shares, subject to the 
restrictions of the following provisions:

     (1) the Company shall not be obliged to register                 App.3
         more than four persons as the joint shareholders              1(3)
         of any shares;

     (2) all joint shareholders of any shares shall be 
         jointly and severally liable for all payments
         payable in respect of the relevant shares;

     (3) if any one of the joint shareholders dies, 
         only the remaining joint shareholders shall 
         be deemed to be the persons entitled to the 
         ownership of the relevant shares, provided 
         that the board of directors shall have the 
         right to require the provision of documents 
         certifying their death, as it deems fit; and

     (4) in respect of joint shareholders of any 
         shares, only the shareholder named first 
         in the register of shareholders shall be 
         entitled to receive from the Company the share
         certificates in respect of the relevant shares 
         and to receive notices of and to attend and
         vote at the shareholders' general meetings of 
         the Company and any notices served to the
         said person shall be deemed to be served on 
         all the joint shareholders of the relevant
         shares.

     (Mandatory Provisions: Article 34)

     Article 38     The Company may keep the register               App.13D
of shareholders of overseas listed foreign invested                     (c)
shares outside the PRC in accordance with the 
understanding and agreements reached between the 
supervisory authorities of the securities committee 
of the State Council and overseas securities 
regulatory authorities, and appoint an overseas agent
to administer the same. The original of the register 
of shareholders of overseas listed foreign invested 
shares which are listed in Hong Kong shall be kept 
in Hong Kong. The Company shall keep a copy of the 
register of shareholders of overseas listed foreign 
invested shares at the registered address of the 
Company; the appointed overseas agent shall ensure 
the consistency of the original and the copy of the 
register of shareholders of overseas listed foreign 
invested shares.

      In the event of inconsistency between the 
original and the copy of the register of shareholders 
of overseas listed foreign invested shares, the 
original register shall prevail.

     (Mandatory Provisions: Article 35)

     Article 39     The Company shall keep a complete 
register of shareholders. The register of shareholders 
shall contain the following parts:

     (1) the register of shareholders which shall 
         be kept at the address of the Company, 
         being a register of all the shareholders 
         other than those who are required to be 
         registered under paragraphs (2) and (3) 
         of this Article;

     (2) the register of shareholders which shall                   App.13D
         be kept in the place of the overseas stock                     (b)
         exchange, being a register of the shareholders 
         of overseas listed foreign invested shares;

     (3) the register of shareholders which is kept at 
         other place(s) as the board of directors deems
         necessary for the listing of the shares of the 
         Company.

     (Mandatory Provisions: Article 36)

     Article 40     The various parts of the register 
of shareholders shall not overlap. A transfer of
shares registered in a particular part of the register 
of shareholders shall not be registered in another part
of the register of shareholders during the subsistence 
of the registration of such shares.

Changes or rectification of each part of the register 
of shareholders shall be carried out in accordance with 
the laws of the place where such part of the register of 
shareholders is kept.

     All paid up overseas listed foreign invested shares              App.3
which are listed in Hong Kong shall be freely transferable             1(1)
in accordance with these Articles of Association; unless            Amended
the following conditions are satisfied the board of               2004/5/21
directors may refuse to recognize any transfer documents 
without giving any reasons:


     (1) a fee of such amount as may be prescribed
         from time to time in the Rules Governing the
         Listing of Securities on The Stock Exchange 
         of Hong Kong Limited for the registration of
         the transfer documents of the shares and other 
         documents relating to or affecting the
         ownership of shares is paid;

     (2) the transfer document only involves overseas 
         listed foreign invested shares which are listed
         in Hong Kong;

     (3) the stamp duty payable in respect of the transfer 
         document has been paid;

     (4) the relevant share certificates, together with 
         the evidence as reasonably required by the
         board of directors showing that the transferor is 
         entitled to transfer the shares are produced;

     (5) if the shares are to be transferred to joint 
         holders, the number of joint holders shall not
         exceed four; and

     (6) no company shall have any lien over the relevant 
         shares.

     (Mandatory Provisions: Article 37)

     Article 41     Within 30 days prior to a 
shareholders' general meeting or within 5 days prior 
to the record date on which the Company decides the 
basis of distribution of dividends, no entry shall be 
made to the register of shareholders to record any 
changes resulting from any share transfer.

     (Mandatory Provisions: Article 38)

     Article 42     In the event that the Company 
convenes a shareholders' general meeting, distributes
dividends, enters into liquidation or carries out 
other activities for which the ascertainment of
shareholding is necessary, the board of directors 
shall fix a day for ascertainment of the shareholding
and those shareholders who remain on the register 
upon the close of such day shall be the shareholders
of the Company.

     (Mandatory Provisions: Article 39)

     Article 43     Any person who disputes the 
register of shareholders and requests to have his 
name (or description) registered thereon, or requests 
to have his name (or description) removed therefrom
may apply to the court of competent jurisdiction to 
rectify the register of shareholders.

     (Mandatory Provisions: Article 40)

     Article 44     If any shareholders whose name 
has been registered in the register of shareholders or
any person who requires to have his name (or 
description) entered into the register of shareholders 
has lost his share certificate(s) ("Original 
Certificate(s)"), he may apply to the Company 
for the issue of (a) replacement certificate(s) 
in respect of such shares ("Relevant Shares").

     The application for the issue of replacement 
certificates by holders of domestic invested shares 
who lost their share certificates shall be made in 
accordance with section 150 of the Company Law.

     The application for the issue of replacement 
certificates by holders of overseas listed foreign
invested shares who lost their share certificates 
shall be made in accordance with the laws, stock
exchange regulations and other relevant regulations 
of the place where the original of the register of
members of such overseas listed foreign invested 
shares is kept.

     The application for the issue of replacement 
certificates by holders of shares listed in Hong 
Kong who lost their share certificates shall be 
made in accordance with the following procedures:

     (1) applicants shall submit an application 
         in standard form designated by the Company 
         together with a notarial certificate or 
         statutory declaration. The notarial 
         certificate or statutory declaration shall 
         include the reason for the application made 
         by the applicant, the circumstances under 
         which the share certificate(s) was/were 
         lost with supporting evidence and a 
         declaration that no other persons may 
         request to be registered as a shareholder 
         in respect of the Relevant Shares;

     (2) the Company does not receive any 
         declaration from any person other than 
         the applicant requesting registration as 
         the shareholder of such shares before the 
         Company determines to issue (a) replacement 
         share certificate(s);

     (3) if the Company decides to issue (a) 
         replacement share certificate(s) to the 
         applicant, an announcement of such 
         intention to issue replacement share 
         certificate(s) shall be published
         in the newspapers designated by the 
         board of directors; the period for such 
         announcement shall be 90 days and such 
         announcement shall be published at least 
         once every 30 days during such period.

     (4) prior to the publishing of the announcement 
         for the issue of (a) replacement certificate(s),
         the Company shall submit a copy of such proposed 
         announcement to the stock exchange on
         which it is listed and shall obtain the reply of 
         such stock exchange confirming that such
         announcement has been published at the stock 
         exchange and such publication shall last until
         the expiry of 90 days from the date of receipt 
         of such announcement. If the consent to the
         application for (a) replacement certificate(s) 
         has not been obtained from the registered
         shareholder of the Relevant Shares, the Company 
         shall send to such shareholder by post a
         copy of such proposed announcement.

     (5) upon the expiry of the 90-day period for the 
         publication of the said announcement as
         provided in paragraphs (3) and (4) of this 
         Article, if no objection has been received by 
         the Company from any person to the replacement 
         of such certificate(s), (a) replacement share
         certificate(s) shall be issued pursuant to the 
         applicant's application.

     (6) upon issuing (a) replacement share 
         certificate(s) pursuant to this Article, the 
         Company shall immediately cancel the Original 
         Certificate(s) and such cancellation and 
         replacement shall be registered in the register 
         of shareholders.  
     (7) all costs incurred by the Company in connection 
         with the cancellation of the Original 
         Certificates and issuing replacement share 
         certificates shall be borne by the applicant. 
         Unless the applicant provides reasonable 
         security, the Company shall be entitled to 
         refuse to take any action.

     (Mandatory Provisions: Article 41)

     Article 45     Upon the issuance by the Company 
of (a) replacement share certificate(s) pursuant
to the provisions of this Chapter, the name (description) 
of a bona fide purchaser who acquired the new share 
certificate(s) as aforesaid or a shareholder who is 
subsequently registered as the owner of such shares 
(if being a bona fide purchaser) shall not be removed 
from the register of shareholders.

     (Mandatory Provisions: Article 42)

     Article 46     The Company shall have no liability
for any loss sustained by any person as a result of the 
cancellation of the Original Certificates or in issuing 
replacement share certificates, unless it can be proved 
that the Company has acted fraudulently.

     (Mandatory Provisions: Article 43)

Chapter 7 Rights and Obligations of Shareholders

     Article 47     A shareholder of the Company is a holder 
of share(s) of the Company in accordance with relevant laws 
and whose name (description) is entered in the register 
of shareholders.

     Unless there is evidence to the contrary, the 
register of shareholders shall be conclusive evidence of
the ownership of the shares of the Company.

     A shareholder shall have rights and obligations 
in accordance with the class and the number of shares 
held by him; the shareholders of the same class of shares 
shall have the same rights and shall bear the same 
obligations.

     (Mandatory Provisions: Article 44)

     Article 48     A holder of ordinary shares of the 
Company shall enjoy the following rights:

     (1) to receive dividends and other forms 
         of profit distribution in accordance 
         with the number of shares he holds;

     (2) to attend and to vote at shareholders' 
         general meetings personally or by proxy;

     (3) to supervise the business operation and 
         activities of the Company, and to make 
         proposals or inquiries in relation thereto;

     (4) to transfer shares in accordance with laws, 
         administrative regulations and the provisions 
         of these Articles of Association;

     (5) to receive information in accordance with 
         provisions of these Articles of Association,
         including:

         1. the obtaining of these Articles of 
            Association upon payment of the cost 
            thereof;

         2. upon payment of reasonable charges, 
            inspect and make copies of:

            (i) all parts of the register of 
                shareholders;
 
            (ii) personal particulars of the 
                 directors, supervisors, and 
                 other senior managerial
                 officers of the Company, 
                 including:

                 (a) present and former names 
                     and aliases;

                 (b) principal address (residence);

                 (c) nationality;

                 (d) full-time occupation and all 
                     other part-time occupations or 
                     positions;

                 (e) identification document and 
                     the number thereof.

            (iii) the share capital of the Company;

            (iv) a report on the total nominal value, 
                 amount, highest and lowest prices and 
                 all payments made by the Company in 
                 respect of each class of shares 
                 repurchased by the Company since the 
                 last financial year;

            (v) minutes of shareholders' meetings.

     (6) to participate in the distribution of the 
         remaining assets in accordance with his 
         shareholding upon the dissolution or 
         liquidation of the Company;

     (7) other rights conferred by these Articles 
         of Association, and relevant laws and regulations.

     (Mandatory Provisions: Article 45)

     Article 48A    The Company shall not exercise any                App.3
powers to freeze or otherwise impair any of the rights                   12
attaching to any share of the Company by reason only                Amended
that the person or persons who are interested directly            2004/5/21
or indirectly therein have failed to disclose their 
interests to the Company.

     Article 49     A holder of ordinary share(s) of the 
Company shall undertake the following obligations:

     (1) to observe these Articles of Association;

     (2) to pay the subscription price in accordance 
         with the number of shares subscribed for and 
         in the manner of subscription;

     (3) other obligations provided by laws, 
         administrative regulations and these Articles 
         of Association.

     Shareholders shall not be liable to make any further 
contribution to the share capital other than as agreed at 
the time of subscription.

     (Mandatory Provisions: Article 46)

     Article 50     Save for the obligations required 
under the laws, administrative regulations or the
listing rules of a recognized stock exchange on which 
the shares of the Company are listed, in exercising 
its rights as a shareholder, a controlling shareholder 
shall not exercise his voting rights to make decisions 
which would prejudice the interests of all or some of 
the shareholders in respect of the following matters:

     (1) to exempt the directors or supervisors from 
         their obligation to act in good faith and 
         in the best interests of the Company;

     (2) to authorize the directors or supervisors 
         (in the interests of himself or themselves 
         or other persons) to deprive the Company in 
         any manner of its assets, including but not 
         limited to any opportunities beneficial to 
         the Company;

     (3) to authorize the directors or supervisors 
         (in the interests of himself or themselves 
         or other persons) to deprive the personal 
         rights of other shareholders, including but 
         not limited to any entitlement to distribution 
         or voting rights but excluding reorganization 
         of the Company approved by the shareholders in 
         general meeting pursuant to these Articles of
         Association.

     (Mandatory Provisions: Article 47)

     Article 51     The controlling shareholder referred 
to in the preceding Article shall mean a person who meets 
one of the following conditions:

     (1) such person, either acting alone or in concert 
         with others, may elect half or more of the
         directors;

     (2) such person, either acting alone or in concert
         with others, may exercise 30% or more of
         the voting rights of the Company or control 
         the exercise of 30% or more of the voting
         rights of the Company;

     (3) such person, either acting alone or in concert 
         with others, may hold 30% or more of the
         issued shares of the Company held by the 
         public;

     (4) such person, either acting alone or in 
         concert-with others, may have de facto control 
         of the Company in any other way.

     (Mandatory Provisions: Article 48)

Chapter 8 Shareholders' General Meetings

     Article 52     The shareholders' general meeting is 
the governing body of the Company and it shall perform 
its functions in accordance with relevant laws.

     (Mandatory Provisions: Article 49)

     Article 53     The shareholders' general meeting shall 
exercise the following powers:

     (1) to determine the business policies and investment 
         plans of the Company;

     (2) to elect and replace directors and to determine 
         the remuneration of the directors;

     (3) to elect and replace supervisors who represent 
         the shareholders and to determine the
         remuneration of such supervisors;

     (4) to examine and to approve the report of the 
         board of directors;

     (5) to examine and to approve the report of the 
         supervisory committee;

     (6) to examine and to approve the annual financial 
         budgets and final accounts of the Company;

     (7) to examine and to approve the plans for profit 
         distribution and making up of losses of the
         Company;

     (8) to resolve on the increase or reduction in the 
         registered capital of the Company;

     (9) to resolve on matters such as merger, division, 
         dissolution and liquidation, etc. of the
         Company;

     (10) to resolve on the issue of debentures by 
          the Company;

     (11) to amend these Articles of Association;

     (12) to examine any motion put forward by 
          shareholders representing 5% or more of 
          the Company's total voting shares;

     (13) to resolve on the appointment, dismissal or 
          discontinuance of appointment of the accounting 
          firm of the Company;

     (14) other matters to be resolved in shareholders' 
          general meeting in accordance with the
          requirements of pertinent laws and these 
          Articles of Association.

     (Mandatory Provisions: Article 50)

     Article 54     Without prior approval by the 
shareholders in general meeting, the Company shall
not enter into any contract with persons other than 
a director or other senior managerial officerswhereby the management of all or substantial parts 
of the business of the Company shall be vested in
such contracting person(s).

     (Mandatory Provisions: Article 51)

     Article 55     Shareholders' general meetings 
shall be divided into annual general meetings and
extraordinary general meetings. Shareholders' general 
meetings shall be convened by the board of directors. 
Annual general meetings shall be convened once every 
year and shall be held within six months after the 
end of the preceding accounting year.

     Upon the occurrence of any of the following 
events, the board of directors shall convene an
extraordinary general meeting within two months thereof:

     (1) the number of directors falls below the 
         number provided by the Company Law or less
         than two-thirds of the number required by 
         these Articles of Association;

     (2) the aggregate losses of the Company which 
         have not been made up amount to one-third of
         the total share capital of the Company;

     (3) shareholders holding an aggregate of 10% or 
         more of the issued shares of the Company
         which carry the rights to vote request in 
         writing the convening of an extraordinary 
         general meeting;

     (4) whenever the board of directors considers 
         necessary or the supervisory committee
         proposes to convene the same.

     (Mandatory Provisions: Article 52)

     Article 56    A shareholders' general meeting 
shall be convened by a written notice served on
the shareholders registered as such in the register 
of shareholders 45 days prior to the meeting
specifying the matters to be considered and the 
time and place of the meeting. Shareholders who
intend to attend the shareholders' general meeting 
shall serve on the Company a written reply 20 days
before the date of the meeting.

     (Mandatory Provisions: Article 53)

     Article 57    When the Company convenes an 
annual general meeting, shareholders who hold in
aggregate 5% or more of the voting rights of the 
Company shall be entitled to propose additional
motions in writing to the Company. The Company shall 
include such motions falling within the scope
of responsibility of the shareholders' general 
meeting into the notice and agenda of such meeting,
provided that such motions shall be served on the 
Company within 30 days after the issue of the said
notice of meeting.

     (Mandatory Provisions: Article 54)

     Article 58     Pursuant to the written 
replies received 20 days prior to the shareholders' 
general meeting, the Company shall calculate 
the number of shares which carry the right to 
vote held by those shareholders who intend to attend 
the meeting. If the number of shares which carry the 
right to vote held by those shareholders who intend 
to attend the meeting is more than one half of the 
total number of shares of the Company which carry the 
right to vote, the Company may convene a shareholders'
general meeting; otherwise, the Company shall within 5 
days thereof give a further notice to the shareholders 
specifying the matters to be transacted and the date 
and place of the meeting by way of an announcement. 
After giving such notice, the Company may convene the 
shareholders' general meeting.

     An extraordinary general meeting shall not 
resolve any matters which have not been specified in
the notice of meeting.

     (Mandatory Provisions: Article 55)

     Article 59    A notice of shareholders' general 
meeting shall satisfy the following requirements:

     (1) it shall be in writing;

     (2) it shall specify the place, the date 
         and the time of the meeting;

     (3) it shall state the business to be transacted;

     (4) it shall provide the shareholders with all 
         such information and explanations as are
         necessary for the making of an informed 
         decision by the shareholders on the business 
         to be transacted, which shall include the 
         provision of concrete terms and contracts 
         (if any) of the proposed transaction together 
         with a detailed explanation of the causes and
         consequences thereof in the event the Company 
         proposes a reorganization, including without 
         limitation, merger, repurchase of its shares, 
         restructuring of share capital or other manners 
         of reorganization;

     (5) if any of the directors, supervisors, general 
         managers and other senior managerial officers
         is materially interested in matters to be 
         transacted, he shall disclose the nature and 
         the extent of such interest; if the matters to 
         be transacted have an effect on such directors,
         supervisors, general managers or senior 
         managerial officers in the capacity of a
         shareholder which differs from other shareholders
         of the same class, such differences shall be 
         specified;
 
     (6) it shall contain the full text of any special 
         resolution proposed to be passed at the meeting;

     (7) it shall expressly specify in writing that the 
         shareholders entitled to attend and vote at the
         meeting shall have the right to appoint one or 
         more than one proxy to attend the meeting
         in his stead and to vote thereat and the proxy 
         or proxies need not be a shareholder;

     (8) it shall specify the time and place for the 
         delivery of the relevant instrument for
         appointing proxy.

     (Mandatory Provisions: Article 56)

     Article 60     Notice of shareholders' general                   App.3
meeting shall be served on all shareholders (whether                   7(1)
or not such shares carry the right to vote at the 
shareholders' general meeting) by personal delivery 
or by prepaid air mail at the address recorded in the 
register of shareholders. In respect of holders of 
domestic invested shares, notice of shareholders' 
general meeting may also be served by way of public 
announcement. The announcement referred to in the 
preceding paragraph shall be published 45 days to 
50 days prior to the date of the meeting in one or 
several newspapers designated by the securities 
supervisory authorities of the State Council. Once 
the announcement has been made, all holders of 
domestic invested shares shall be deemed to have 
received notice of the shareholders' meeting.

     (Mandatory Provisions: Article 57)

     Article 61     Accidental omission to serve a 
notice on, or non-receipt of any such notice by,
such person who is entitled to receive the same shall 
not invalidate the meeting and the resolutions
passed at the meeting.

     (Mandatory Provisions: Article 58)

     Article 62     Any shareholder who is entitled to 
attend and vote at a shareholders' meeting shall
have the right to appoint one or more persons 
(whether being a shareholder or not) as his proxies to
attend and vote at such meeting on his behalf. Such 
proxy or proxies may exercise the following
rights pursuant to the appointment made by the 
appointing shareholder:

     (1) the right of such shareholder to speak 
         at the shareholders' general meeting;

     (2) to act on his own or join with other 
         persons to demand for a poll;

     (3) to exercise the right to vote by a show 
         of hands or by poll; however, if more than 
         one proxy is appointed by a shareholder, 
         such proxies shall only exercise the right 
         to vote on a poll.

     (Mandatory Provisions: Article 59)

     Article 63     A shareholder shall appoint his                   App.3
proxy in writing signed by the appointor or an                        11(1)
attorney authorized by him for such purpose; if the                   11(2)
appointor is a legal entity, the same shall be
affixed with the seal of such legal entity, or signed 
by its directors or a duly authorized representative.


     (Mandatory Provisions: Article 60)

     Article 64     An instrument appointing a proxy shall 
be deposited at least 24 hours prior to the commencement
of the relevant meeting at which the proxy is appointed
to vote or 24 hours before the time appointed for 
voting at the registered address of the Company or 
such other place as the notice of meeting may specify. 
If the instrument appointing a proxy has been signed by 
a person authorized by the appointor, the power of 
attorney or other instruments of authorization shall 
be notarized. The power of attorney or other instruments 
of authorization so notarized together with the proxy form
shall be deposited at the registered address of the 
Company or such other place as the notice of meeting 
may specify at the same time as the instrument 
appointing the proxy is so deposited.

     In the event that the appointor is a legal 
person, such shareholder shall be represented at the
shareholders' general meeting of the Company by its 
legal representative or the person authorized by
its board of directors or other governing body of such 
appointor.

     (Mandatory Provisions: Article 61)

     Article 65     The instrument delivered to a shareholder 
by the board of directors of the Company for appointing a 
proxy shall be in such form so as to enable the shareholder 
to instruct freely at his choice the proxy to vote in 
favor of or against any resolution and to give instruction 
on each item of the business put to vote at the meeting. 
Such instrument of proxy shall specify that if no 
instruction is given by the shareholder, the proxy may 
vote in the way as he thinks fit.

     (Mandatory Provisions: Article 62)

     Article 66     Notwithstanding the death or incapacity 
of the appointor, or the revocation of the appointment 
or revocation of the authority under which the appointing 
instrument is signed, or the relevant shares have been 
transferred, a vote by such proxy pursuant to the 
instrument of appointment shall still be valid provided 
that no notice in writing in respect of the events mentioned 
above has been received by the Company prior to the 
commencement of the relevant meeting.

     (Mandatory Provisions: Article 63)

     Article 67     The proxy who attends the shareholders' 
general meeting on behalf of the shareholder shall produce 
his own personal identification.

     If a corporate shareholder appoints a legal 
representative to attend the meeting, such representative 
shall produce his own personal identification and a copy 
of the resolution of the board of directors or other 
governing body of such corporate shareholder appointing 
such legal representative.

     Article 68     Resolutions of shareholders' general 
meetings shall be divided into ordinary resolutions 
and special resolutions. 

     An ordinary resolution of a shareholders' general 
meeting shall be passed by more than one half of the 
votes cast by the shareholders present in person or by 
proxy at the shareholders' general meeting.

     A special resolution of a shareholders' general 
meeting shall be passed by more than two thirds
of the votes cast by the shareholders present in 
person or by proxy at the shareholders' general meeting.

     (Mandatory Provisions: Article 64)

     Article 69     A shareholder (including his proxy) 
may exercise voting rights at the shareholders'
general meeting according to the number of shares which 
carry the right to vote held by him and each share shall 
have one vote.

     (Mandatory Provisions: Article 65)

     Article 70    At any shareholders' general 
meeting a resolution shall be passed by a show of
hands, subject to any requirement in the Rules 
Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited, or unless a poll 
is demanded by the following persons (prior to or
after a show of hands):

     (1) chairman of the meeting;

     (2) at least two shareholders or proxies 
         having the right to vote;

     (3) a shareholder or shareholders (including 
         proxy or proxies) representing 10% or 
         more of the total voting rights of all 
         the shareholders having the right to vote 
         at such meeting.

     Unless a poll is demanded, the declaration by                  Amended
the chairman of the meeting as to the result of the               2004/5/21
voting on a resolution by a show of hands and the 
entering of the same into the minutes book of the
meeting shall be the conclusive evidence of the fact 
without proof of the number or proportion of the
votes recorded in favor of or against such resolution. 
The demand for a poll may be withdrawn by the person 
making such demand.


     (Mandatory Provisions: Article 66)

     Article 71    If a poll is demanded for the election 
of the chairman or the adjournment of the meeting, 
such matters shall be resolved by poll immediately; 
in respect of a poll demanded for other matters, the 
time for such a poll shall be decided by the chairman 
of the meeting and other business may be proceeded 
with at the meeting. The result of such a poll shall 
still be deemed as a resolution passed at the meeting.

     (Mandatory Provisions: Article 67)

     Article 72    On a poll taken at a meeting, 
shareholders (including their proxies) who are entitled 
to two or more votes are not required to cast all their 
votes in favor of or against a resolution.

     (Mandatory Provisions: Article 68)

     Article 73    In the event of equality of votes, 
whether on a show of hands or on a poll, the chairman 
of the meeting shall have a casting vote.

     (Mandatory Provisions: Article 69)

     Article 74    The following matters shall be 
passed by ordinary resolution at a shareholders' 
general meeting:

     (1) the working reports of the board of directors
         and the supervisory committee;

     (2) plans for profit distribution and for making 
         up of losses prepared by the board of directors;

     (3) appointment and removal of the members of the 
         board of directors and the members of the 
         supervisory committee and their remuneration 
         and method of payment;

     (4) annual budget, statement of final accounts, 
         balance sheet, profit and loss statement and
         other financial statements of the Company;

     (5) other matters except those required by law, 
         administrative regulations or these Articles 
         of Association to be passed by special resolution 
        at a shareholders' general meeting.

     (Mandatory Provisions: Article 70)

     Article 75     The following matters shall be passed 
by special resolution at the shareholders' general meeting:

     (1) an increase or reduction of the share capital of 
         the Company, or issue of any class of shares, 
         warrants and other similar securities;

     (2) an issue of debentures by the Company;

     (3) the merger, division, dissolution and 
         liquidation of the Company;

     (4) amendments to these Articles of Association;

     (5) other matters which are resolved by ordinary 
         resolutions in shareholders' general meeting
         to be of material effect to the Company, which 
         are to be passed by special resolutions.

     (Mandatory Provisions: Article 71)

     Article 76     Shareholders who request to convene 
an extraordinary general meeting or a class shareholders' 
meeting shall follow the procedures set out below:

     (1) two or more shareholders who in aggregate 
         hold 10% or more of the voting rights of all
         the shares having the right to vote in such 
         a meeting may sign one or several written
         requisitions in the same form requesting the 
         board of directors to convene an
         extraordinary general meeting or a class 
         shareholders' meeting, and the subject matter 
         of the meeting shall be specified.

         upon receipt of the said written requisitions, 
         the board of directors shall convene an
         extraordinary general meeting or a class 
         shareholders' meeting as soon as possible. The
         calculation of the number of shares held as 
         aforesaid shall be made as at the date of the
         written requisitions.

     (2) if the board of directors fails to give notice 
         of meeting within 30 days of the receipt of the
         aforesaid written requisitions, the shareholders 
         making such requests may convene a meeting within
         four months of the receipt of the said requisitions 
         by the board of directors. The procedure for 
         convening the meeting shall, as far as possible, 
         be the same as those for convening a shareholders' 
         meeting by the board of directors.

     The Company shall be liable to pay all reasonable 
compensation for the expenses incurred in convening and 
holding a meeting by the shareholders as a result of the 
failure of the board of directors to convene such meeting 
upon the aforesaid requisitions and such compensation 
shall be deducted from any payment payable to the 
directors who are in default of their duties.

     (Mandatory Provisions: Article 72)
 
     Article 77     A shareholders' general meeting shall 
be convened and presided by the chairman of the board of 
directors. If the chairman of the board of directors cannot 
attend the meeting, the vicechairman shall convene and take 
the chair of the meeting; if both the chairman and the 
vice-chairman cannot attend the meeting, the board of 
directors may designate a director of the Company to 
convene and take the chair of the meeting; if no chairman 
of the meeting has been so designated, the shareholders 
present may choose one person to be chairman of the meeting. 
If for any reason the shareholders fail to elect a chairman, 
the shareholder present in person or by proxy in the meeting 
and holding the largest number of shares which carry the 
right to vote shall be the chairman of the meeting.

     (Mandatory Provisions: Article 73)

     Article 78     The chairman of the meeting shall 
be responsible for determining whether a resolution of 
the shareholders' general meeting is passed and his 
determination shall be final and the same shall be 
announced at the meeting and recorded in the minutes 
of the meeting.

     (Mandatory Provisions: Article 74)

     Article 79     If the chairman of the meeting has 
any doubt as to the result of voting on any resolution, 
he may have the votes counted. If the chairman of the 
meeting does not make a count of such votes, any 
shareholder present in person or by proxy at the 
meeting who disputes the result announced by the 
chairman of the meeting shall be entitled to request 
a count of the votes immediately after the declaration 
of the result and the chairman of the meeting shall 
forthwith proceed with such counting.

     (Mandatory Provisions: Article 75)

     Article 80     In the event a count of the votes 
has been made at a shareholders' general meeting,
the result thereof shall be recorded in the minutes 
of the meeting.

     The minutes of the meeting and summary of the 
meeting, together with the signature book of the
shareholders attending the meeting shall be kept at 
the legal address of the Company.

     (Mandatory Provisions: Article 76)

     Article 81     A shareholder shall be entitled to 
inspect copies of the minutes of meeting(s) free
of charge during office hours of the Company. Upon the 
request of any shareholder for a copy of the relevant 
minutes of meeting, the Company shall send out the copy 
of the minutes so requested within seven days of the 
receipt of reasonable payment therefor.

     (Mandatory Provisions: Article 77)

     Article 81A     Where any shareholder of the                    App. 3
Company is, under the Rules Governing the Listing of                     14
Securities on The Stock Exchange of Hong Kong Limited,              Amended
required to abstain from voting on any particular                 2004/5/21
resolution or restricted to voting only for or only 
against any particular resolution, any votes cast by 
or on behalf of such shareholder in contravention of 
such requirement or restriction shall not be counted.

Chapter 9 Special Procedures for the Voting by Class Shareholders

     Article 82     Shareholders holding different 
classes of shares shall be classified as class 
shareholders.

     Class shareholders shall enjoy rights and 
undertake obligations according to laws, administrative
regulations and these Articles of Association.

     (Mandatory Provisions: Article 78)

     Article 83 If the Company proposes to vary or 
revoke the rights of the class shareholders, the
same can only be implemented after it has been passed 
by a special resolution at a shareholders'
general meeting and also by the class shareholders so 
affected at the shareholders' meetings
respectively convened in accordance with Articles 85 
to 89 of these Articles of Association.

     (Mandatory Provisions: Article 79)

     Article 84 The following situations shall be 
considered as a variation or abrogation of the rights 
of a certain class of shareholders:

     (1) the increase or reduction of the number of 
         shares of that class of shares or the increase 
         or reduction of the number of shares in another 
         class which carry the same or more right to
         vote, right of distribution or other privileges;

     (2) the conversion of all or part of the shares of 
         that class to another class, or the conversion
         of all or part of the shares of another class 
         into the shares of that class or the granting of
         such right of conversion;

     (3) the cancellation or reduction of the rights of 
         that class of shares to receive dividends
         declared or accrued;

     (4) the reduction or cancellation of the preferential 
         rights of that class of shares to receive
         dividends or to receive distribution of assets 
         upon the liquidation of the Company;

     (5) the increase, cancellation or reduction of the 
         share conversion rights, options rights,
         voting rights, rights of transfer, preemptive 
         rights and rights to acquire the securities of
         the Company of that class of shares;

     (6) the cancellation or reduction of the rights 
         of that class of shares to receive payment
         payable by the Company in a particular currency;

     (7) to create a new class of shares which enjoys the 
         same or more voting rights, distribution
         rights or other privileges than those enjoyed 
         by that class of shares;

     (8) to restrict or increase the restriction on the 
         transfer or ownership of that class of shares;

     (9) the granting of subscription rights or conversion 
         rights in respect of that class or another
         class of shares;

     (10) the increase of the rights and privileges of 
          another class of shares;

     (11) the reorganization of the Company as a result 
          of which different classes of shareholders
          assume obligations otherwise than in proportion;

     (12) the amendment or abrogation of the provisions 
          in this Chapter.

     (Mandatory Provisions: Article 80)

     Article 85    Whether or not the class shareholders 
so affected have voting rights at the shareholders' general 
meeting, they shall have the right to vote at the meeting 
of class shareholders in respect of the matters mentioned 
in paragraphs (2) to (8) and (11) to (12) of Article 84 of 
these Articles of Association provided that interested 
shareholders shall not have the right to vote at the
meeting of the class shareholders.

     An interested shareholder mentioned in the preceding 
paragraph refers to:

     (1) in the case where the Company makes a repurchase 
         offer to all shareholders in a proportionate 
         manner in accordance with the provisions of 
         Article 28 of these Articles of Association or 
         repurchases its shares on a stock exchange through 
         public dealing on a stock exchange, "interested 
         shareholder" shall mean the controlling 
         shareholder as defined in Article 51 of these 
         Articles of Association;

     (2) in the case where the Company repurchases its 
         shares by way of agreement other than through 
         a stock exchange in accordance with the provisions 
         of Article 28 of these Articles of Association, 
         "interested shareholder" shall mean the holder of 
         the relevant shares;
    
     (3) in the reorganization of the Company, "interested 
         shareholder" shall mean a shareholder who undertakes 
         obligations to a lesser extent than other shareholders 
         of the same class, or a shareholder who enjoys 
         benefits which are different from those enjoyed by 
         other shareholders of the same class.

     (Mandatory Provisions: Article 81)

     Article 86     A resolution of the meeting of class 
shareholders shall be passed in accordance with Article 85 
by more than two-thirds of the voting rights of the class 
shareholders present and having the right to vote in the 
meeting.

     (Mandatory Provisions: Article 82)

     Article 87     If the Company convenes a meeting of 
class shareholders, it shall issue a written notice 45 days 
prior to the meeting to all shareholders of such class who 
are on the register of shareholders, specifying the business
to be transacted and the date and place of the meeting. The
shareholders who intend to attend the meeting shall serve on 
the Company written replies of their intention to attend 20 
days prior to the meeting.

     If the number of shares which carry the right to vote            App.3
at such meeting held by those shareholders who intend to               6(2)
attend such meeting is more than one-half of the total number 
of that class of shares, the Company may convene such meeting 
of class shareholders; if this cannot be attained, the 
Company shall further notify the shareholders by way of 
public notice within 5 days thereof specifying the business 
to be transacted and the date and place of the meeting. After 
the giving of such notice, the Company may convene the meeting 
of class shareholders.

     (Mandatory Provisions: Article 83)

     Article 88    Notice of the meeting of class 
shareholders need only be served on the shareholders who 
are entitled to vote at such meeting.

     The procedures of the meeting of class shareholders              App.3
shall follow as much as possible the procedures of a                   6(2)
shareholders' general meeting and the provisions in these                26
Articles of Association relating to the procedures of a 
shareholders' general meeting shall apply to the meeting of 
class shareholders.

      (Mandatory Provisions: Article 84)

      Article 89    Apart from the shareholders of other            App.13D
classes of shares, the shareholders of domestic invested                (f)
shares and shareholders of overseas listed foreign invested 
shares are deemed to be different classes of shareholders.

The special voting procedures of class shareholders shall 
not apply in the following circumstances:

      (1) where, with the approval by a special                    App.13 D
          resolution at a shareholders' general meeting,             (f)(i)
          the Company issues, either individually or 
          concurrently, domestic invested shares and
          overseas listed foreign invested shares at 
          an interval of twelve months, and the number of
          domestic invested shares and overseas listed 
          foreign invested shares proposed to be issued
          does not exceed 20% of the issued domestic 
          invested shares and 20% of the issued
          overseas listed foreign invested shares 
          respectively; or

      (2) where the Company's plan to issue domestic               App.13 D
          invested shares and overseas listed foreign               (f)(ii)
          invested shares at the time of incorporation 
          is implemented within fifteen months from
          the date of approval by the Securities 
          Commission of the State Council.

     (Mandatory Provisions: Article 85)

Chapter 10 Board of Directors

     Article 90     The Company shall have a board of               Amended
directors. The board of directors shall comprise nine             2000/2/28
directors, of whom five shall be executive directors             2010/10/18
and four shall be non-executive directors. Of the four 
non-executive directors, three shall be independent 
non-executive directors. The board of directors shall 
have one chairman and one vice-chairman.

     (Mandatory Provisions: Article 86)

     Article 91     Directors shall be elected at                     App.3
shareholders' general meeting. The term of office                      4(2)
shall be three years. Upon the expiry of the term, 
a director shall be eligible for re-election and 
reappointment.
 
     The period during which a written notice of                      App.3
intention to propose a person for election as director              4(4)(5)
and a written notice by that person of his willingness              Amended
to be elected are to be given to the Company shall be at          2004/5/21
least 7 days, such period shall commence on the day after 
the date when the notice of the general meeting convened 
for such election is despatched and end no later than 
7 days prior to the date of such meeting.

     The chairman and vice-chairmen of the board of 
directors shall be elected and removed by more
than one-half of the directors. The term of office of 
the chairman and vice-chairmen shall be 3 years and they 
shall be eligible for re-election and re-appointment.

     Subject to relevant laws and administrative                      App.3
regulations, the Company in shareholders' meeting shall                4(3)
have the power by ordinary resolution to remove any                      27
director (including the managing director or other 
executive directors) before the expiration of his term 
of office (but without prejudice to any claim for 
damages under any contract). 

     Directors need not hold any shares of the Company.

     (Mandatory Provisions: Article 87)

     Article 92     The board of directors shall be 
accountable to the shareholders' general meeting
and shall have the following duties and powers:

     (1) to be responsible for convening shareholders' 
         meeting and to report its work to the 
         shareholders' meeting;

     (2) to implement the resolutions passed at the 
         shareholders' general meeting;

     (3) to determine the business plans and investment 
         proposals of the Company;

     (4) to prepare the annual financial budget and final 
         accounts of the Company;
 
     (5) to prepare the plans for profit distribution and 
         plans for making up losses of the Company;

     (6) to prepare proposals for the increase or 
         reduction of the registered capital of the 
         Company and proposals for the issue of debentures 
         of the Company;

     (7) to prepare proposals for the merger, division or 
         dissolution of the Company;

     (8) to determine the establishment of the internal 
         management structure of the Company;

     (9) to appoint or dismiss the general manager of the 
         Company and according to the nomination by the 
         general manager, to appoint or dismiss the person 
         in charge of financial affairs and other senior 
         managerial officers and to determine matters 
         relating to their remuneration;

     (10) to establish the basic management system of the 
          Company;

     (11) to draw up proposals for the amendment of these 
          Articles of Association;

     (12) to draw up proposals for any material acquisition 
          or sale by the Company;

     (13) according to the requirements of laws, regulations, 
          rules and these Articles of Association, and within 
          the scope of authority delegated by shareholders in 
          general meeting, to exercise the Company's powers 
          to raise capital and to borrow money and to make 
          decisions relating to the charging, leasing, 
          subcontracting or transfer of the Company's assets;

     (14) to perform other duties as authorized by shareholders 
          in general meeting and these Articles of Association.

          The resolutions in relation to the matters mentioned 
in paragraphs (6), (7), (11) and (12) above shall be passed by a 
majority of not less than two-thirds of the directors, the 
resolutions in relation to other matters shall be passed by a 
simple majority of the directors.

     (Mandatory Provisions: Article 88)

     Article 93     The board of directors shall not, 
without the prior approval of shareholders in general 
meeting, dispose or agree to dispose of any fixed assets 
of the Company where the aggregate value of the estimated 
consideration for the proposed disposition and the value of 
the consideration for any such disposition of any fixed 
assets of the Company that has been completed in a period of
four months immediately preceding the proposed disposition 
exceeds 33% of the value of the Company's fixed assets as 
shown in the balance sheet which has been considered in 
the most recent general meeting.

     The validity of a disposition by the Company shall 
not be affected by the breach of the first paragraph of 
this Article.

     For the purposes of this Article, disposition 
includes an act of transferring certain interests in the
assets other than by way of provision of security.

     (Mandatory Provisions: Article 89)

     Article 94     The board of directors shall perform 
its duties in accordance with the laws, regulations, 
relevant policies of the State and these Articles of 
Association and resolutions of the shareholders in 
general meetings.

     Article 95    The chairman of the board of directors 
shall exercise the following powers:

     (1) to preside over the shareholders' general meetings 
         and to convene and preside over the meetings of 
         the board of directors;

     (2) to review the implementation of the resolutions 
         of the board of directors;

     (3) to sign share certificates and debentures of 
         the Company;
 
     (4) other powers conferred by the board of directors.

     If the chairman of the board of directors is unable to 
perform his duties, the vice-chairman designated by the 
chairman shall perform the duties on his behalf.

     (Mandatory Provisions: Article 90)

     Article 96    Meetings of the board of directors 
shall be held at least twice a year and shall be convened 
by the chairman of the board of directors and notice of 
meeting shall be served on all directors 10 days prior 
to the meeting. In case of urgent matters, an extraordinary 
meeting of the board of directors may be convened upon 
requisition by one-third or more of the directors of the 
Company or by the general manager.

     (Mandatory Provisions: Article 91)

     Article 97    The board meeting and extraordinary 
board meeting shall be notified in the following manner:

     (1) if the time and place of the regular meetings
         of the board of directors have been fixed by
         the board of directors in advance, no notice 
         to convene the same has to be given.

     (2) if the time and place of the board meeting has 
         not been fixed in advance by the board of
         directors, the chairman shall notify the directors 
         of the time and place of the meeting of
         the board of directors not less than 10 days 
         and not more than 30 days before the meeting
         by way of telex, telegram, facsimile, express 
         courier or registered mail or by hand.

     (3) notices shall be written in Chinese and if 
         necessary can be in English. Such notices shall
         include the agenda of the meeting. Any director 
         may waive the right to receive notices of 
         board meetings.

     (4) notice of a meeting shall be deemed to have been 
         served on any director who attends the meeting and 
         who has not disputed the receipt of such notice 
         before or at the commencement of the meeting.

     (5) regular meeting or extraordinary board meetings 
         can be held by telephone conference or similar 
         communication equipment. So long as the directors 
         participating in the meeting can clearly hear and 
         communicate with the other directors, such directors 
         shall be deemed to be present in person at the 
         meeting.

     (Mandatory Provisions: Article 92)

     Article 98    Meetings of the board of directors shall 
only be held if half or more of the directors are present 
at the meeting. Each director shall have one vote. The 
resolutions of the board of directors shall be passed by 
a simple majority of the directors. In the event of equality 
of votes in favor of or against a resolution, the chairman 
of the board of directors shall have a casting vote.

    (Mandatory Provisions: Article 93)

     Article 99    Meeting of the board of directors shall  
be attended by the directors in person. If any director is 
unable to attend a meeting for whatever reason, he may 
appoint another director by a written power of attorney 
to attend the meeting of the board of directors on his 
behalf. The power of attorney shall set out the scope 
of authority.

     A director appointed to attend the meeting on behalf 
of another director shall exercise the rights of a 
director within his scope of authority. If a director 
is unable to attend a meeting of the board of directors 
and has not appointed a representative to attend the 
meeting on his behalf, he shall be deemed to have waived 
his rights to vote at that meeting.

     (Mandatory Provisions: Article 94)

     Article 100    The board of directors shall cause 
the matters resolved at the meeting to be recorded in 
the minutes of the meeting. The directors present at 
the meeting and the person recording the minutes shall 
sign on such minutes. The directors are liable for the 
resolutions passed at the meeting of the board of 
directors. If a resolution of the board of directors 
contravenes the laws, administrative regulations or 
these Articles of Association as a result of which the 
Company sustains substantial losses, the directors 
participating in the passing of such resolutions shall 
be liable to compensate the Company provided that if 
it can be proved that a director expressly objected to 
the resolution when the resolution was put to vote and 
that such objection was recorded in the minutes of
the meeting, such director may be exempted from such 
liability.

     (Mandatory Provisions: Article 95)

Chapter 11 Secretary to the Board of Directors of the Company

     Article 101    The Company shall have a secretary 
of the board of directors. The secretary of the board 
of directors shall be a senior managerial officer of the Company.

     (Mandatory Provisions: Article 96)

     Article 102    The secretary of the board of 
directors of the Company shall be a natural person
who shall have the necessary professional knowledge and 
experience and who shall be appointed and dismissed by 
the board of directors and may be assumed by one or two 
persons. His principal duties are:

     (1) to ensure the Company has complete organization 
         documents and records;

     (2) to ensure that the Company prepares and files 
         documents and reports as required by
         authorities in accordance with laws;

     (3) to ensure that the register of shareholders 
         of the Company is properly maintained and to
         ensure that persons entitled to receive such 
         records and documents are provided with the
         relevant records and documents without delay;

     (4) to perform the duties of company secretary as 
         stipulated by laws and stated in these
         Articles of Association (including the 
         reasonable request of the Board of Directors).

     (Mandatory Provisions: Article 97)

     Article 103    A director or any other officer 
of the Company may concurrently hold the office of
the secretary of the board of directors of the Company. 
An accountant of a firm of accountants retained as auditor 
by the Company shall not concurrently act as the secretary 
of the board of directors of the Company.

     If a director acts as the secretary of the board of 
directors and an act is required to be done by a director 
and the secretary of the board of directors separately, 
such person who is at the same time the director and the 
secretary of the board of directors shall not perform such 
act in both capacities.

     (Mandatory Provisions: Article 98)

Chapter 12 The Company's General Manager

     Article 104   The Company shall have one General Manager 
who shall be appointed or dismissed by the board of directors.

     (Mandatory Provisions: Article 99)

     Article 105   The General Manager shall be accountable to 
the board of directors and shall perform the following 
functions:

     (1) to be in charge of the production and business 
         operation of the Company and to organize
         the implementation of the resolutions of the 
         board of directors;

     (2) to organize the implementation of the annual 
         business plan and investment program of the
         Company;

     (3) to prepare plans for the establishment of the 
         internal management structure of the
         Company;

     (4) to prepare the basic management systems 
         of the Company;

     (5) to formulate basic rules and regulations 
         of the Company;

     (6) to propose the appointment or dismissal 
         of the deputy general manager(s) and the
         financial controller of the company;

     (7) to appoint or dismiss principal management 
         personnel other than those required to be
         appointed or dismissed by the board of 
         directors;

     (8) other powers conferred by these Articles of 
         Association and the board of directors.

     (Mandatory Provisions: Article 100)

     Article 106    The General Manager may attend the 
meetings of the board of directors, but the General 
Manager, not being a director, shall not have the right 
to vote at the meetings of the board of directors.

      (Mandatory Provisions: Article 101)

     Article 107    In performing their duties, the General 
Manager and the deputy general manager(s) shall not alter 
the resolutions of the meeting of the shareholders or of 
the board of directors or exceed the scope of his authority.

     Article 108    In performing their duties, the General 
Manager and the deputy general manager of the Company shall 
act in good faith and diligently according to laws, regulations 
and these Articles of Association.

      (Mandatory Provisions: Article 102)

Chapter 13 Supervisory Committee

     Article 109    The Company shall establish a supervisory 
committee.

     (Mandatory Provisions: Article 103)

     Article 110     The supervisory committee shall comprise      App.13 D
five persons, one of whom shall act as the chairman of the           (d)(i)
supervisory committee. The term of office of the supervisors 
shall be 3 years, after which the supervisors shall be 
eligible for re-election and re-appointment. The appointment 
and dismissal of the chairman of the supervisory committee 
shall be determined by a resolution passed by two-thirds or         Amended
more of the members of the supervisory committee.                 2000/2/28

     (Mandatory Provisions: Article 104)

     Article 111    The supervisory committee shall                 Amended
include at least three independent supervisors and one            2000/2/28
representative of the staff and workers of the Company. 
The representative of the staff and workers shall be 
elected and removed democratically by the staff and 
workers; whereas all the other supervisors shall be 
elected and removed in the shareholders' general meeting.

     (Mandatory Provisions: Article 105)

     Article 112 The Company's directors, managers and 
financial controller shall not at the same time act as 
supervisors.

     (Mandatory Provisions: Article 106)

     Article 113 Meeting of the supervisory committee 
shall be convened at least once a year and shall be 
convened by the chairman of the supervisory committee.
     (Mandatory Provisions: Article 107)

     Article 114 The supervisory committee shall be 
accountable to the shareholders' general meeting and 
shall carry out the following duties and powers in 
accordance with laws:

     (1) to inspect the financial position of the 
         Company;

     (2) to supervise the acts of the directors, the 
         general manager and other officers of the
         Company who contravene the laws, administrative 
         regulations or these Articles of Association 
         in discharging their duties;

     (3) to require the directors, the general manager 
         and other officers of the Company to rectify
         their acts which have prejudiced the interests 
         of the Company;

     (4) to review the financial information such as 
         financial reports, business reports and profit
         distribution proposal to be submitted by the 
         board of directors to the shareholders' general
         meeting; if any queries arise, the supervisors 
         may appoint certified accountants or practicing 
         auditors, in the name of the Company, to assist 
         in the re-examination of the same;

     (5) to propose the convening of an extraordinary 
         shareholders' meeting;

     (6) to represent the Company in negotiating with 
         or in instituting legal proceedings against
         the directors;

     (7) other powers provided in these Articles of 
         Association. The Supervisors may attend the 
         meetings of the board of directors.

     (Mandatory Provisions: Article 108)

     Article 115    A meeting of the supervisory                   App.13 D
committee shall be attended by two-thirds or more of                (d)(ii)
the supervisors. Each supervisor shall have one vote. 
A resolution of the supervisory committee shall be 
passed by two-thirds or more of the supervisors. 

The meeting of the supervisory committee shall be attended 
by the supervisors in person. The supervisory committee 
shall cause the matters resolved in the meeting to be 
recorded in the minutes of the meeting. The supervisors 
who attend the meeting shall sign on the minutes of the 
meeting.

     (Mandatory Provisions: Article 109)

     Article 116 Reasonable expenses incurred in engaging 
professionals such as lawyers, registered accountants and 
certified public auditors in the course of discharging 
the duties of the supervisory committee shall be borne by 
the Company.

     (Mandatory Provisions: Article 110)

     Article 117 The supervisors shall carry out their 
supervisory duties in good faith in accordance with the 
laws, administrative regulations and these Articles of 
Association.

     (Mandatory Provisions: Article 111)

Chapter 14 Qualifications and Obligations of the Directors, 
      Supervisors, General Manager and Other Officers of the Company

     Article 118 A person may not serve as a director, 
supervisor, general manager or other officer of the Company 
if any of the following circumstances apply:

     (1) the person lacks civil capacity or such 
         capacity is otherwise being restricted;

     (2) the person has been convicted of an offence of 
         corruption, bribery, misappropriation or
         embezzlement of properties or violating social 
         and economic order, and less than 5 years have 
         elapsed since the expiration of the enforcement 
         period; or the person has been deprived of 
         political rights due to conviction and less 
         than 5 years have elapsed since the expiration 
         of the enforcement period;

     (3) the person is a former director or factory 
         manager or manager of a company or an
         enterprise which has become insolvent as a 
         result of improper operation and management 
         and such person is personally liable for the 
         insolvency of such company or enterprise, 
         where less than three years have elapsed 
         since the date of completion of the insolvency 
         and liquidation of such company or enterprise;

     (4) the person was the legal representative of a 
         company or an enterprise whose business
         license has been revoked as a result of the 
         violation of the laws and who is personally
         liable, where less than three years have 
         elapsed since the date of revocation of the
         business license of such company or enterprise;
 
     (5) the person has a relatively large amount of 
         personal indebtedness which is due and 
         outstanding;

     (6) the person is under criminal investigation by 
         the judicial authorities due to violation of
         criminal laws, where such investigation is still 
         pending;

     (7) the person is prohibited by laws or administrative 
         regulations from acting as a leader of
         an enterprise;

     (8) the person is a non-natural person;

     (9) the person has been convicted of offences under 
         the provisions of the relevant securities
         regulations by a relevant supervisory authority 
         which involved fraud or dishonest acts and where 
         less than five years have elapsed since the date 
         of such conviction.

     (Mandatory Provisions: Article 112)

     Article 119     The validity of an act of a director, 
general manager and other officer of the Company acting 
on behalf of the Company vis-a-vis a bona fide third party 
shall not be affected by the irregularities in the 
appointment, election or qualification of such person.

     (Mandatory Provisions: Article 113)

     Article 120     In exercising his rights or 
discharging his duties, the director, supervisor, general
manager and other officer owes a duty to exercise the care, 
diligence and skill of a reasonable and prudent person 
acting under similar circumstances.

     (Mandatory Provisions: Article 115)

     Article 121     In discharging his duties, a 
director, supervisor, general manager and other 
officer of the Company shall observe the fiduciary 
principle and shall not put himself in a position 
where his personal interests and his duties may 
conflict. Such principle shall include but not be 
limited to, the undertaking of the following 
obligations:

    (1) to act honestly in the best interests of 
        the Company;

    (2) to exercise powers within, and not to 
        exceed the scope of, his authority;

    (3) to exercise the discretionary power 
        vested in him personally and not allow 
        himself to act under the direction of 
        another person and, unless and to the 
        extent permitted by law or administrative 
        regulations or the informed consent of the 
        shareholders given in general meeting, not 
        to delegate the exercise of his discretion;

    (4) to treat the shareholders of the same class 
        equally and to treat the shareholders of different
        classes fairly;

    (5) unless otherwise provided herein or with the 
        informed consent of the shareholders given
        in general meeting, not to enter into contracts, 
        transactions or arrangements with the
        Company;
    (6) without the informed consent of the shareholders 
        given in general meeting, not to use the property 
        of the Company in any manner for his own benefit;

    (7) not to exploit his position to accept bribes or 
        other unlawful income and not to deprive the
        Company of its property in any manner, including, 
        but not limited to, to usurp the opportunities 
        beneficial to the Company;

    (8) without the informed consent of the shareholders 
        given in general meeting, not to accept any 
        commission in connection with the transactions 
        of the Company;

    (9) to abide by these Articles of Association, to 
        perform his duties faithfully, to protect the
        interests of the Company, and not to pursue 
        personal benefits by exploiting his position
        and authority in the Company;

    (10) without the informed consent of the 
         shareholders given in general meeting, not to
         compete in any way with the Company;

    (11) not to misappropriate the funds of the Company 
         or to lend the funds of the Company to others; 
         not to deposit the assets of the Company in the 
         accounts opened under his own name or the name 
         of other persons; not to use the assets of the 
         Company as security for the liabilities of the 
         shareholders of the Company or any other persons;

    (12) without the informed consent of the shareholders 
         given in general meeting, not to disclose
         any confidential information of the Company 
         acquired during his term of office, provided
         that such information may be disclosed to a 
         court of law or other governmental authorities
         under the following situations:

         (a) disclosure is required by law;

         (b) disclosure is required in the public 
             interest;

         (c) disclosure is required in the interests of 
             such director, supervisor, general manager
             and other officer.'

(Mandatory Provisions: Article 116)


     Article 122    In addition to the obligations imposed 
by laws, administrative regulations or the listing rules of 
any stock exchange on which the shares of the Company are 
listed, a director, supervisor, general manager and other 
officer of the Company shall owe a duty to each shareholder 
in respect of the following obligations in the exercise of 
the powers entrusted to him by the Company:

     (1) not to cause the Company to exceed the scope 
         of business stipulated in its business
         license;

     (2) to act faithfully in the best interests of 
         the Company;

     (3) not to deprive the Company of its assets in 
         any manner, including, but not limited to, 
         not to usurp the opportunities beneficial to 
         the Company;

     (4) not to deprive the personal interests of the 
         shareholders including, but not limited to, 
         the rights to distribution and voting rights 
         save and except pursuant to a restructuring of 
         the Company submitted to the shareholders for 
         approval in general meeting in accordance
         with these Articles of Association.

     (Mandatory Provisions: Article 114)

     Article 123    A director, supervisor, general 
manager and other officers of the Company shall not cause 
any one of the following persons or organizations 
("connected persons") to do such acts which such director, 
supervisor, general manager and other officers are prohibited 
from doing:

     (1) the spouse or the minor children of the director, 
         supervisor, general manager and other officers;

     (2) a trustee of the director, supervisor, general 
         manager and other officers or of the persons
         mentioned in paragraph (1) of this Article;

     (3) a partner of the director, supervisor, general 
         manager and other officers or of the persons
         mentioned in paragraphs (1) and (2) of this 
         Article;

     (4) companies actually and solely controlled by the 
         director, supervisor, general manager and
         other officers, or companies actually and jointly 
         controlled by the persons referred to in paragraphs 
         (1), (2) and (3) of this Article or the director, 
         supervisor, general manager, and other officers of 
         the Company;

     (5) the director, supervisor, general manager and other 
         officers of the Company being controlled as 
         mentioned in paragraph (4) of this Article.

     (Mandatory Provisions: Article 117)

     Article 124     The fiduciary duties of a director, 
supervisor, general manager and other officer of the Company 
do not necessarily cease upon the expiry of his term of office. 
The obligations to keep the trade secrets of the Company 
confidential shall survive the expiry of his term of office. 
The continuance of other obligations shall be determined on a 
fair basis depending on the length of the time between its 
occurrence and his departure from office and the circumstances 
and the conditions under which his relation with the Company 
was terminated.

     (Mandatory Provisions: Article 118)
 
     Article 125     The liability of a director, supervisor, 
general manager and other officers of the Company in respect 
of the breach of certain substantive obligations may be 
discharged with the informed consent by the shareholders 
given in general meeting except for the circumstances provided
for in Article 50 of these Articles of Association.

     (Mandatory Provisions: Article 119)

     Article 126     In the event that a director,                    App.3
supervisor, general manager and other officers of the                  4(1)
Company are interested materially, directly or indirectly,  
in a contract, transaction or arrangement made or proposed  
to be made with the Company (except for the service contract 
of the director, supervisor, general manager and other 
officers with the Company), he shall disclose to the board 
of directors the nature and extent of his interest at the 
earliest opportunity, whether or not the relevant matters           Amended
are subject to the approval by the board of directors in          2004/5/21
ormal circumstances.

     Unless the director, supervisor, general manager 
and other officers of the Company so interested has disclosed 
such interest to the board of directors as required in this 
Article and the board of directors has approved the same 
in a meeting in which he has not been counted in the quorum 
and has refrained from voting, the Company shall have the 
right to revoke such contract, transaction or arrangement 
except as against a bona fide party without notice of the 
breach of the duty by the director, supervisor, general 
manager and other officers concerned.

     If any connected person or any associate (as 
defined under the Rules Governing the Listing of Securities 
on The Stock Exchange of Hong Kong Limited) ("Associate") 
of a director, supervisor, general manager or other officers 
of the Company is interested in certain contracts, transactions 
or arrangements, such director, supervisor, general manager 
or officers shall also be deemed as interested in the same.

     (Mandatory Provisions: Article 120)

     Article 127    If, before the Company first                    Amended
considers the entering into of the relevant contract,             2004/5/21
transaction or arrangement, a director, supervisor, 
general manager and other officer of the Company
gives written notice to the board of directors, stating 
that by reasons of the facts contained in the notice, 
he, or any of his Associates, is interested in such 
contract, transaction or arrangement to be entered into 
by the Company subsequently, such director, supervisor, 
general manager and other officers shall be deemed to 
have made such disclosure as stipulated in the preceding 
Article of this Chapter to the extent as stated in 
the notice.

     (Mandatory Provisions: Article 121)

     Article 128     The Company shall not in any manner 
pay taxes on behalf of any of its directors, supervisors, 
general manager and other officers.

     (Mandatory Provisions: Article 122)

     Article 129     No loans, guarantees for loans or 
other payments shall be provided, directly or indirectly, 
by the Company to a director, supervisor, general manager 
and other officers of the Company or of its parent company, 
nor shall such loans or guarantee for loans or payments be
provided to the connected persons of the above-mentioned 
persons.

     The provisions as aforesaid shall not apply to the 
following situations:

     (1) the Company provides loans or guarantee for 
         loans to its subsidiaries;

     (2) the Company provides to a director, supervisor, 
         general manager or other officers under
         an employment contract approved by the general 
         meeting of a loan or guarantee for a loan
         or other funds to meet expenditure incurred by 
         him for the purposes of the Company or
         for the purpose of enabling him to perform his 
         duties;

     (3) if the ordinary course of business of the 
         Company includes the provision of loans and
         guarantees for loans, the Company may provide 
         loans or guarantees for loans to the relevant 
         director, supervisor, general manager and other 
         officers and their connected persons provided 
         that the terms of such loans or guarantees for 
         loans should be on normal commercial terms.

     (Mandatory Provisions: Article 123)

     Article 130     If the provision of a loan made by 
the Company is in breach of the provisions of the 
preceding Article, the recipient of the loan should 
repay the same forthwith regardless of the terms
of such loan.

     (Mandatory Provisions: Article 124)

     Article 131    Guarantees for loans provided by the 
Company in breach of the provisions of paragraph 1 of 
Article 129 of these Articles of Association shall be 
unenforceable against the Company except under the 
following situations:

     (1) at the time when the loans were made to the 
         connected persons of the director, supervisor,
         general manager and other officers of the 
         Company or those of its parent company, the
         lender has no knowledge of the circumstances;

     (2) the security provided by the Company has been 
         legally sold by the lender to a bona fide
         purchaser.

     (Mandatory Provisions: Article 125)

     Article 132     The guarantee referred to in the 
preceding Article shall include the assumption of
obligations by the guarantor or the provision of property 
to secure the performance of obligations by the obligor.

     (Mandatory Provisions: Article 126)

     Article 133 Where a director, supervisor, general              Amended
manager or other officer of the Company is in breach of           2004/5/21
his obligations to the Company, the Company shall apart 
from the various rights and remedies provided by laws 
and administrative regulations be entitled to take the 
following measures:

     (1) to demand the relevant director, supervisor, 
         general manager or officer pay damages for
         the losses sustained by the Company as a result 
         of the dereliction of duties on his part;

     (2) to revoke any contract or transaction made between
         the Company and the relevant director, supervisor, 
         general manager or officer, or any Associate of 
         such persons, and a contract or transaction made 
         between the Company and a third party (if such 
         third party knows or should have known that the 
         director, supervisor, general manager or officer
         representing the Company are in breach of the 
         obligations to the Company);

     (3) to demand the relevant director, supervisor, 
         general manager or officer account for the
         profits received by him as a result of the breach 
         of the obligations;

     (4) to recover from the relevant director, supervisor, 
         general manager or officer the monies which should 
         have been received by the Company including, but 
         not limited to, commission received by them;

     (5) to demand the relevant director, supervisor or 
         officer return the interest earned or that may
         be earned from the monies which should have been 
         payable to the Company;

     (6) through legal proceedings, to demand a verdict that 
         the properties which the relevant director, supervisor 
         or officer received as a result of the breach of the 
         obligations shall be the properties of the Company.

     (Mandatory Provisions: Article 127)

     Article 134     The Company shall enter into a contract 
in writing with directors and supervisors of the Company in 
respect of remuneration, with the prior approval of the 
shareholders in general meeting. The remuneration matters 
as aforesaid shall include:

     (1) the remuneration for acting as a director, 
         supervisor or other officer of the Company;

     (2) the remuneration for acting as a director, 
         supervisor or other officer of a subsidiary 
         of the Company;

     (3) the remuneration for the provision of other 
         services in the management of the Company
         or its subsidiaries; and

     (4) the payment for compensation for loss of office 
         or retirement of such directors and supervisors.

     Except pursuant to the contract as aforesaid, no 
legal proceedings shall be instituted by a director
or supervisor in respect of the benefits receivable by 
him in respect of the aforesaid matters.

     (Mandatory Provisions: Article 128)

     Article 135     There shall be a provision in the 
contract in relation to remuneration made between the 
Company and a director or supervisor of the Company that 
the director or the supervisor of the Company shall be 
entitled to the compensation or other payments as a result 
of loss of office or retirement when the Company is to 
be taken over, provided that prior approval shall have been
obtained at a shareholders' general meeting. A takeover 
of the Company referred to above shall mean one of the 
following situations:

     (1) a takeover offer to all shareholders has been 
         made by any person;

     (2) a takeover offer has been made by any person 
         to enable the offeror to become the
         controlling shareholder. The meaning of 
         "controlling shareholder" is the same as that
         defined in Article 51 of these Articles of 
         Association.

     In the event that the relevant director or supervisor 
does not comply with the provisions of this Article, any 
monies received by him shall belong to the persons who sold 
their shares as a result of the offer made and the expenses 
incurred as a result of pro rata distribution of such monies 
shall be borne by such director or supervisor and such 
expenses shall not be deducted from such monies.

     (Mandatory Provisions: Article 129)

Chapter 15 Financial Accounting System and Distribution of Profits 

     Article 136    The Company shall establish the financial 
accounting system of the Company in accordance with laws, 
administrative regulations and the provisions of the PRC 
accounting standards formulated by the financial supervisory 
authorities of the State Council.

     (Mandatory Provisions: Article 130)

     Article 137     The Company shall prepare a financial 
report at the end of each accounting year and the same shall 
be audited in accordance with law. The financial and 
accounting report of the Company shall include the 
following financial and accounting statements and 
schedules:

     (1) balance sheet;

     (2) profit and loss account;

     (3) statement of change in financial status;

     (4) explanation of financial situations; and

     (5) profit distribution statement.

     (Mandatory Provisions: Article 131)

     Article 138     The financial report prepared by the 
Company in accordance with the relevant laws, 
administrative regulations and regulatory documents 
issued by local government or supervisory authorities 
shall be submitted by the board of directors of the 
Company to the shareholders at each annual general 
meeting.

     (Mandatory Provisions: Article 132)

     Article 139      The financial report of the Company 
shall be prepared not only in accordance with PRC accounting 
standards and legal regulations, but also in accordance 
with international accounting standards or the 
accounting standards of the place outside PRC where 
the shares of the Company are listed. If there are 
any material discrepancies in the financial reports 
prepared in accordance with the two accounting 
standards, such discrepancies shall be expressly stated 
in the notes of the financial report. For the purpose 
of the distribution of profits after taxation of the 
Company for the relevant accounting year, the lesser 
amount of profit after taxation stated in the said two 
financial reports shall prevail.

     (Mandatory Provisions: Article 134)

     Article 140      The financial report of the Company 
shall be made available at the registered address of the 
Company for inspection by shareholders 20 days prior to 
the holding of the annual general meeting. Each shareholder 
of the Company shall be entitled to obtain the financial 
report mentioned in these Articles of Association.

     Copies of the director's report, aforesaid financial             App.3
report, together with the balance sheet and profit and loss               5
account, shall be sent by prepaid post to each holder of 
overseas listed foreign invested shares at least 21 days 
prior to the annual general meeting. The address of the 
recipient shall be the address recorded in the register of 
shareholders.

     (Mandatory Provisions: Article 133)

     Article 141     The interim results or financial 
information published or disclosed by the Company 
should be prepared in accordance with PRC accounting 
standards and legal regulations as well as international 
accounting standards or accounting standards of the place 
where the shares of the Company are listed.

     (Mandatory Provisions: Article 135)

     Article 142     The Company shall announce two 
financial reports in each accounting year. The interim 
report shall be announced within 60 days after the first 
six months of an accounting year and the annual financial 
report shall be announced within 120 days after the end 
of the accounting year.

     (Mandatory Provisions: Article 136)

     Article 143     No books of account other than those 
provided by law shall be established by the Company.

     (Mandatory Provisions: Article 137)

     Article 144     The Company shall have an internal 
audit system and shall establish an internal audit 
department or have internal audit staff, for the carrying 
out of internal audit and supervision on the financial 
matters and economic activities of the Company under 
the leadership of the Board of Directors.

     Article 145     The profit of the Company shall be             Amended
distributed in the following order of priority after              2006/6/14
payment of relevant taxes:

     (1) making up losses;

     (2) allocation to the statutory reserve fund;

     (3) payment of dividends to preferential 
         shareholders (if any);

     (4) allocation to the discretionary reserve fund; 
         and

     (5) payment of dividends to ordinary shareholders.

     The actual proportion of distribution in each year 
in respect of paragraphs (4) and (5) of this Article shall 
be proposed by the board of directors in accordance with the 
operational condition and development requirements of the 
Company and shall be approved by the shareholders in general
meeting. No dividend shall be distributed by the Company 
before losses have been made up and allocation to the 
statutory common reserve fund have been made. The Company 
shall not pay any interest to shareholders in respect of 
dividends, except those dividends which are due and payable 
but not yet paid by the Company.

     Article 146      Dividends of ordinary shares or other 
distributions shall be declared and calculated in Renminbi. 
Dividends of domestic invested shares shall be paid in 
Renminbi. Dividends or other distributions of H Shares 
shall be paid in Hong Kong dollars according to the relevant 
PRC foreign exchange regulations: The exchange rate shall 
be the average closing price of Hong Kong dollars to Renminbi 
declared by the People's Bank of China in the 5 trading days 
immediately preceding the date of the declaration of dividends 
or other distributions or in accordance with other exchange 
rates regulated or permitted by the relevant laws and 
regulations.

     Article 147     The Company shall allocate 10% of the 
profit after tax to the statutory reserve fund. It needs 
not allocate further amount if the accumulated amount of 
the statutory common reserve fund has reached 50% of 
registered capital.

     Article 148 (Deleted)                                          Amended
                                                                  2006/6/14

     Article 149    If the statutory reserve fund is not            Amended
sufficient to make up the losses of the Company                   2006/6/14
in the preceding years, the profits of that year shall 
be used for making up such losses before the allocation 
to the statutory reserve fund.

     Article 150    Where resolutions have been passed in 
the general meeting, the Company may make allocation to 
the discretionary reserve fund after the allocation to 
the statutory reserve fund has been made.

     Article 151    The shareholders in general meeting or          Amended
the board of directors of the Company shall not pay any            2006/6/1
dividends to the shareholders before the Company has made 
up its losses and has made allocation to the statutory 
reserve fund. The dividends paid in breach of this Article 
shall be returned to the Company.

     No Profit shall be distributed for any shares issued by 
the Company and held by the Company.


     Article 152 The capital reserve fund shall include the 
following items:

     (1) premium received in excess of the par value of 
         the shares issued;

     (2) other revenue required by the competent financial 
         department of the State Council to be so included.

     (Mandatory Provisions: Article 138)

     Article 153     The reserve fund of the Company includes       Amended
statutory reserve fund, discretionary reserve fund and            2006/6/14
capital reserve fund. The reserve fund shall only be used 
for the following purposes:

     (1) making up losses;

     (2) expansion of the production and operation 
         of the Company;

     (3) conversion into additional share capital 
         of the Company. With the approval of the
         shareholders in general meeting, the Company 
         may convert the statutory common reserve
         fund into share capital, and issue bonus shares 
         to shareholders pro rata to their existing
         shareholdings or increase the par value of the 
         shares. However, when the statutory reserve
         fund is converted into share capital, the 
         amount remaining in such statutory reserve fund
         shall not be less than 25% of the registered 
         capital of the Company prior to the conversion; 
         and

     (4) other purposes stipulated by the State.

     However, capital reserve fund shall not be used to 
make up losses of the Company.

     Article 154    Dividends of the Company of each year 
shall be paid within six months after the end of each 
financial year to each shareholder in proportion to their 
respective shareholding. The annual dividends shall be 
passed by shareholders in general meeting, and the amount 
of dividends to be distributed shall be proposed by the 
Board of Directors.

     The Board of Directors may determine to distribute 
interim dividends after approval by the shareholders in 
general meeting. 

     Article 155    Dividends may be distributed in the 
following ways:

     (1) cash; and/or

     (2) shares.

     (Mandatory Provisions: Article 139)

     Article 156    When distributing dividends, the Company 
shall withhold on behalf of the shareholders the tax 
payable on dividend income in accordance with PRC tax law.

     Article 157    The Company shall appoint receiving 
agents on behalf of the shareholders of overseas listed 
foreign invested shares. Receiving agents shall receive 
on behalf of the relevant shareholders dividends distributed 
and other monies payable by the Company in respect of the
overseas listed foreign invested shares.

     The receiving agent appointed by the Company shall 
comply with the laws and the requirements of the regulations 
of the stock exchange where the shares of the Company are listed.

     The receiving agent appointed by the Company on behalf of H 
shareholders shall be a trust company registered in accordance 
with the Trustee Ordinance of Hong Kong.

     The Company shall not exercise power to forfeit any              App.3
unclaimed dividends of the H shares before the expiration of           3(2)
the relevant limitation period.

     (Mandatory Provisions: Article 140)

Chapter 16 Appointment of Accounting Firm

     Article 158     The Company shall appoint an independent 
accounting firm which is qualified according to the 
relevant requirements of the State for the purpose of 
auditing the annual financial report and reviewing other 
financial reports of the Company.

     The first accounting firm of the Company may be 
appointed by the inaugural meeting of the Company before 
the first annual general meeting and the accounting firm 
so appointed shall hold office until the conclusion of 
the first annual general meeting.

     If the inaugural meeting fails to exercise its 
powers under the preceding paragraph, those powers
shall be exercised by the board of directors.

     (Mandatory Provisions: Article 141)

     Article 159     The accounting firm appointed by the 
Company shall hold office from the conclusion of the last 
annual general meeting until the conclusion of the next annual 
general meeting.

     (Mandatory Provisions: Article 142)

     Article 160     The accounting firm appointed by 
the Company shall have the following rights:

     (1) to inspect the books and accounts, records 
         or evidence of the Company at any time and 
         to require directors, managers or other officers 
         of the Company to provide the relevant
         information and explanation;

     (2) to require the Company to take all reasonable 
         steps to obtain from its subsidiaries
         information and explanation which are necessary 
         for such accounting firm to carry out its
         duties;

     (3) to attend meetings of shareholders and receive 
         notice of meeting and other information
         related to such meeting which any shareholder 
         is entitled to receive and speak at any
         meeting of shareholders about the matters related 
         to its being the accounting firm of the
         Company.

     (Mandatory Provisions: Article 143)

     Article 161     If the office of the accounting firm 
becomes vacant, the board of directors shall, before 
convening of the general meeting, have the right to 
appoint an accounting firm to fill such vacancy provided 
that if there is another accounting firm in office for the 
Company during the period of such vacancy, such accounting 
firm may act.

     ( Mandatory Provisions: Article 144)

     Article 162     The shareholders in general meeting 
may by ordinary resolution remove an accounting firm prior 
to the expiration of its term of office notwithstanding 
anything contained in the contract entered into between 
the accounting firm and the Company but without prejudice 
to the right of the accounting firm to claim damages 
against the Company for such removal.

     ( Mandatory Provisions: Article 145)

     Article 163    The remuneration or the manner in which 
such remuneration shall be determined shall be decided 
by the shareholders in general meeting. The remuneration 
of the accounting firm appointed by the board of directors 
shall be determined by the board of directors.

     ( Mandatory Provisions: Article 146)

     Article 164     The decisions of the Company to 
appoint, dismiss or not to re-appoint an accounting firm 
shall be made by the shareholders in general meeting and 
shall be put on file with the securities supervisory 
authorities of the State Council. 

     Where a resolution is proposed to be passed at                 App.13D
a shareholders' general meeting to appoint a firm                    (e)(i)
other than an incumbent accounting firm to fill any 
vacant office of an accounting firm, or to re-appoint 
an accounting firm who has been appointed by the board 
of directors to fill a vacancy, or to remove an 
accounting firm before the expiration of its term of 
office, the following provisions should apply:

     (1) a copy of the resolution relating to the 
         appointment and vacation of office shall be 
         sent to the accounting firm proposed to be 
         appointed or the accounting firm which intends 
         to vacate its office or the accounting firm who 
         has vacated from its office in the relevant
         accounting year, before the notice of meeting of 
         the shareholders' general meeting is served on the 
         shareholders (vacating office includes leaving by 
         removal, resignation and retirement).

     (2) if the accounting firm which is vacating its 
         office makes a representation in writing and
         requests the Company to notify the shareholders 
         of that representation, the Company should, unless 
         the written representation is received beyond the 
         deadline, take the following measures:

         (a) in any notice of the resolution given to the 
             shareholders, state the fact of the
             representation having been made;

         (b) send a copy of the representation to the 
             shareholders who are entitled to receive
             notice of general meetings.

     (3) if the Company does not send the representations 
         of the relevant accounting firm under paragraph (2) 
         of this Article, such accounting firm may require 
         that the representation be read out at the meeting 
         of shareholders and may make further statements.

     (4) an accounting firm which is vacating its office 
         shall be entitled to attend the following
         meeting:

         (a) the general meeting at which its term of
             office would otherwise have expired;

         (b) the general meeting at which it is proposed 
             to fill the vacancy caused by its removal;
             and

         (c) the general meeting convened due to its 
             resignation.

     The accounting firm vacating its office shall be 
entitled to receive all notices or other relevant information 
of the said meetings, and speak at the said meetings in 
respect of the affairs in which it is involved as a former 
accounting firm of the Company.

     ( Mandatory Provisions: Article 147)

     Article 165 When the Company dismisses or does not 
re-appoint an accounting firm, it shall give advance notice 
to the accounting firm. The accounting firm shall have the right 
to make representations at the general meeting. Where the 
accounting firm resigns, it shall state in the general
meeting whether or not there are irregularities in the Company.

     An accounting firm may resign by depositing a written          App.13D
notice of resignation at the registered address of the Company.     (e)(ii)
The notice shall be effective on the date when the notice is 
deposited at the registered address of the Company or a later 
date specified in the notice. Such notice shall contain the
following statements:

     (a) a statement to the effect that there are no 
         circumstances connected with its resignation
         which it considers should be brought to the 
         notice of the shareholders or creditors of the
         Company; or

     (b) a statement of any such circumstances. 

     When the Company receives the notice referred to in            App.13D
the aforesaid Article, it shall within 14 days send a copy of      (e)(iii)
the notice to the supervisory authorities. If the notice 
contains the statement mentioned in (b) of the aforesaid 
Article, a copy of the notice shall be kept by the Company 
at the registered address of the Company for the inspection 
by the shareholders. The Company shall also send a copy of 
the aforesaid representation to each holder of the overseas 
listed foreign invested shares by prepaid post. The address 
of the recipient shall be as recorded in the register of 
shareholders.

     When the notice of resignation of the accounting firm          App.13D
contains a statement described in aforesaid paragraph (b),          (e)(iv)
the accounting firm may require the board of directors to 
convene an extraordinary general meeting for the purpose of 
hearing its explanation of the circumstances in connection 
with its resignation.

     ( Mandatory Provisions: Article 148)

Chapter 17 Merger and Division of the Company

     Article 166     A proposal for merger or division of the 
Company shall be proposed by the board of directors of the 
Company, and shall be passed by the shareholders in general 
meeting by special resolution and submitted to the department 
authorized by the State Council for approval. Shareholders who 
object to the proposal for merger or division of the Company 
shall be entitled to require the Company or the shareholders 
who consent to the proposal for merger or division of the
Company to purchase their shares at a fair price. The contents 
of the resolutions of merger or division of the Company shall 
be compiled as a special document for inspection by the 
shareholders.

     The document mentioned above shall be delivered by post to the holders of overseas listed
foreign invested shares.

     (Mandatory Provisions: Article 149)

     Article 167      The merger of the Company may take 
the forms of merger of absorption and merger by establishment 
of a new company. 

     In the event of merger of the Company, the parties involved
in the merger shall execute a merger agreement and prepare a 
balance sheet and a list of assets. The Company shall notify 
the creditors within 10 days from the date of the merger 
resolution and shall make announcement in newspapers at
least three times within 30 days thereof.

     After completion of the merger, the creditor's rights 
and debts of the parties involved in the merger shall be 
assumed by the company surviving the merger or the new 
company established after the merger.

     (Mandatory Provisions: Article 150)

     Article 168     In the event of a division of the Company, 
its assets shall be divided accordingly. 

     In the event of a division of the Company, the parties 
involved shall execute a division agreement and prepare the 
balance sheet and list of assets. The Company shall notify 
the creditors within 10 days from the date of the division 
resolution and shall make an announcement in newspapers at 
least three times within 30 days thereof.

     The liabilities of the Company prior to the division 
shall be undertaken by the companies after such division 
in accordance with the agreement entered into.

     (Mandatory Provisions: Article 151)

     Article 169     In the event of a merger or division 
of the Company, alterations in the registered matters of 
the Company shall be registered at the company registration 
authorities in accordance with law; in the event of a 
dissolution of the Company, the cancellation of registration 
shall be made in accordance with law; in the event of the 
setting up of a new company, the registration of incorporation
thereof shall be made in accordance with law.

     (Mandatory Provisions: Article 152)

Chapter 18 Liquidation of the Company upon Dissolution

     Article 170     The Company shall dissolve and proceed 
with liquidation in accordance with law upon occurrence of any 
one of the following events:

     (1) the expiry of the term of business operation;

     (2) a special resolution is passed by the shareholders 
         in general meeting to dissolve the Company;

     (3) dissolution of the Company is necessary due to 
         a merger or division of the Company;

     (4) the Company is legally declared insolvent in 
         accordance with law as a result of its inability
         to pay debts when due;

     (5) closure of the Company in accordance with law as 
         a result of its contravention of laws or
         administrative regulations.

     (Mandatory Provisions: Article 153)

     Article 171     In the event that the Company is 
dissolved under the provisions of paragraph (1)
and (2) of the preceding Article, a liquidation committee 
shall be set up within 15 days, the members of which 
shall be determined by way of ordinary resolution passed 
in a general meeting; if no liquidation committee is set 
up on time to proceed with the liquidation, the creditors 
may apply to the People's Court to designate relevant 
personnel for setting up the liquidation committee to 
proceed with the liquidation.

     In the event that the Company is dissolved under 
the provisions of paragraph (4) of the preceding Article, 
the People's Court shall, according to the provisions of 
laws, organize the shareholders, the personnel of the 
relevant supervisory authorities and relevant professionals 
to form a liquidation committee to proceed with the 
liquidation.

     In the event that the Company is dissolved under 
the provisions of paragraph (5) of the preceding
Article, the relevant supervisory authority shall 
organize the shareholders, personnel from the relevant
authorities and relevant professionals to form a 
liquidation committee to proceed with the liquidation.

(Mandatory Provisions: Article 154)


     Article 172     In the event that the board of 
directors decides to liquidate the Company (except
for liquidation as a result of the declaration of 
insolvency by the Company), it shall specify in the
notice convening the general meeting for such purpose 
that the board of directors has made a full inquiry 
of the affairs of the Company and is of the opinion 
that the Company will be able to pay all its
debts within 12 months upon commencement of liquidation.

      Upon the passing of the liquidation resolution 
at the general meeting, the duties of the board of
directors of the Company shall cease.

      The liquidation committee shall comply with 
the directions of the shareholders in general
meeting, report to the shareholders in general meeting 
at least once a year in respect of the income and
expenditure of the liquidation committee, the business 
of the Company and the progress of the liquidation and 
submit final report to the shareholders in general meeting when the liquidation is
completed.

     (Mandatory Provisions: Article 155)

     Article 173    The liquidation committee shall 
notify the creditors within 10 days of its establishment 
and announce the same in the newspapers at least 
three times within 60 days. Those creditors who received 
the notice of the liquidation committee shall within 
30 days from the date of receipt of such notice, and 
those who have not received the notice shall within 
90 days as from the date of the first announcement, 
make any claim.

     When the creditors make a claim, they shall describe 
the relevant matters in respect of their claim and provide 
evidence thereof. The liquidation committee shall register 
all creditors' claims.

     (Mandatory Provisions: Article 156)

     Article 174 During the liquidation period, the 
liquidation committee shall exercise the following functions 
and powers:

     (1) to dispose of the properties of the Company, 
         to prepare a balance sheet and list of assets
         respectively;

     (2) to give notice or make announcement to the 
         creditors;

     (3) to deal with and liquidate the uncompleted 
         business of the Company related to the
         liquidation;

     (4) to effect payment of all taxes due;

     (5) to settle debts and indebtedness;

     (6) to deal with the assets remaining after 
         settlement of debts by the Company;

     (7) to represent the Company in any civil 
         proceedings.

     (Mandatory Provisions: Article 157)

     Article 175    After the assets of the Company have 
been disposed of and the balance sheet and list of assets 
have been completed, the liquidation committee shall 
prepare a liquidation plan and submit the same to the 
shareholders' general meeting or the relevant supervisory 
authorities for confirmation.

     In the event that the assets of the Company are 
sufficient to repay the debts of the Company, they shall 
be used for paying liquidation expenses and wages due to 
the staff and workers of the Company and the labor 
insurance expenses and for paying the taxes due and 
settling the debts of the Company.

     The remaining assets of the Company after settlement 
in accordance with the provisions aforesaid shall be 
distributed to the shareholders of the Company in 
accordance with the class and proportion of shares 
held by them.

     During the liquidation period, no new business 
activities shall be commenced by the Company. No asset 
of the Company shall be distributed to the shareholders 
before repayment of the debt in accordance with 
paragraph (2) mentioned above.

     (Mandatory Provisions: Article 158)

     Article 176    Where the Company is liquidated due 
to dissolution, if the liquidation committee, after 
the disposal of the assets of the Company and preparation 
of the balance sheet and list of assets, discovers 
that the assets of the Company are insufficient to 
settle the debts, it shall forthwith make an application 
to the People's Court for a declaration of insolvency.

     After the declaration of insolvency by the 
People's Court, the liquidation committee shall
transfer the liquidation matters to the People's Court.

     (Mandatory Provisions: Article 159)

      Article 177   The expenses of liquidation, including 
the remuneration of the members and consultants of the 
liquidation committee, shall be appropriated and paid out 
of the assets of the Company before the repayment of 
debts to other creditors.

      Article 178    Upon the completion of the liquidation 
of the Company, the liquidation committee shall prepare a 
liquidation report and statement of income and 
expenditure and the financial accounts for the liquidation 
which, upon verification by an accountant registered 
in China, shall be submitted to the shareholders' general 
meeting or the relevant supervisory authorities for 
confirmation.

      The liquidation committee shall submit within 
30 days after the confirmation by the shareholders' 
general meeting or the relevant supervisory authorities
the documents mentioned above to the company registration 
authorities and apply for the cancellation of the 
registration of the Company and announce the termination 
of the Company. If it fails to apply for cancellation of the
registration, the Business License of the Company shall 
be revoked by the Company registration authorities and 
announcement shall be published accordingly.

     (Mandatory Provisions: Article 160)

Chapter 19 Labor Management and Trade Union

     Article 179    The Company shall establish labor 
management, personnel management, wages, welfare and 
social insurance systems according to laws, regulations 
and relevant administrative regulations of the PRC.
 
     Article 180    The Company shall adopt an appointment 
system in each level of the management staff, and a 
contract system with other staff of the Company. 
The company shall have autonomy in deciding the allocation 
of staff, and shall have the right to recruit and dismiss 
management staff and general staff on its own accord in 
accordance with the provisions of laws, regulations and contract.

     Article 181    The Company shall arrange for medical 
insurance, retirement insurance and unemployment insurance 
for the managerial staff and general staff and workers 
of the Company in accordance with the relevant laws, 
regulations and rules of the PRC, and shall implement the
provisions of the laws, regulations and the relevant 
stipulations relating to labor insurance and labor
protection for retired and unemployed workers.

     Article 182    The staff and workers of the Company            Amended
shall have the right to establish a trade union, carry out        2006/6/14
trade union activities and protect the legal rights and 
interests of the staff and workers of the Company 
according to laws. The Company shall provide necessary 
conditions for the activities of the trade union. 
The Company shall also provide funds for the trade union 
in accordance with the laws of the PRC for the carrying 
out of trade union activities. 

     The trade union of the Company shall enter into 
contracts with the Company on behalf of the staff and 
workers of the Company collectively in accordance with 
the law in relation to the labor remuneration, working 
hours, welfare, insurance, labor safety and hygiene of 
the staff and workers.


Chapter 20 Procedures for Amending the Articles of Association of 
the Company

     Article 183    The Company may amend these Articles of 
Association pursuant to laws, administrative regulations 
and the provisions of these Articles of Association.

     (Mandatory Provisions: Article 161)

     Article 184    The amendments to these Articles of 
Association which involve the contents of the "Mandatory 
Provisions for the Articles of Association of Companies 
Seeking a Listing Outside the PRC" shall be effective 
upon the approval of the same by the examination and 
approval authorities of companies authorized by the 
State Council and the Securities Commission of the 
State Council. If the amendments involve the registered 
items of the Company, the Company shall apply for 
registration of changes in the registered items in 
accordance with law.

     (Mandatory Provisions: Article 162)

Chapter 21 Dispute Resolution

     Article 185 The Company shall comply with the 
following rules of dispute resolution:

     (1) Whenever any disputes or claims relating 
         to the affairs of the Company arise from the
         rights and obligations provided for in these 
         Articles of Association, the Company Law
         and other relevant laws and administrative 
         regulations, between the shareholders of
         overseas listed foreign invested shares and 
         the Company, between the shareholders of
         overseas listed foreign invested shares and 
         the directors, supervisors, managers or other
         officers of the Company, between the 
         shareholders of overseas listed foreign 
         invested shares and shareholders of domestic 
         invested shares, the parties involved shall 
         refer such disputes or claims to arbitration.

         The disputes or claims mentioned above which 
         are referred to arbitration shall be the
         entire dispute and claim; all persons having 
         a cause of action based on the same facts
         giving rise to the dispute or claim or whose 
         participation is necessary for the resolution 
         of the disputes or claims, if they are, 
         shareholders of the Company, directors, 
         supervisors, managers or other officers of 
         the Company, shall submit themselves to such 
         arbitration.

         Disputes over who is a shareholder and over 
         the register of shareholders need not be
         resolved through arbitration.

     (2) The party seeking arbitration may elect to 
         have the dispute or claim arbitrated either by
         the China International Economic and Trade 
         Arbitration Commission according to its
         arbitration rules or by the Hong Kong 
         International Arbitration Center according 
         to its securities arbitration rules. Once 
         the party seeking arbitration submits a dispute 
         or claim to arbitration, the other party shall 
         submit to the arbitral body selected by the 
         party seeking the arbitration.

         If the party seeking arbitration elects to 
         arbitrate at the Hong Kong International
         Arbitration Center, either party may apply 
         to have such arbitration conducted in Shenzhen
         in accordance with the securities arbitration 
         rules of the Hong Kong International
         Arbitration Center.

     (3) The laws of the PRC shall govern the arbitration 
         of disputes or claims described in paragraph (1) 
         of this Article unless otherwise provided by laws 
         and administrative regulations.

     (4) The ruling of the arbitral body shall be final 
         and binding on the parties thereto.

     (Mandatory Provisions: Article 163)

Chapter 22 Supplementary Provisions 

     Article 186     Where the provisions of these 
Articles of Association require compliance with
some law in particular, and if that law is Hong Kong 
law and the circumstances requires that the law of 
Hong Kong shall apply, then it shall be interpreted 
as if the Company were a joint stock limited company 
incorporated in Hong Kong and the shares of which are 
listed on The Stock Exchange of Hong Kong Limited, in 
which case the laws of Hong Kong may apply. 


     Article 187     The newspapers in which the                      App.3
announcements are published as required by these Articles              7(1)
of Association, refer to the newspapers designated or 
required by the relevant laws, regulations or rules. 
Where the announcements are given to the shareholders 
of H shares according to the provisions, then such 
announcements shall at the same time be published in the 
newspapers designated by the Listing Rules in accordance 
with the requirements of "newspaper publications" as defined 
in the Rules Governing the Listing of Securities on 
The Stock Exchange of Hong Kong Limited.

     Article 188      The "Accounting Firm" referred to in 
these Articles of Association shall have the same meaning 
as "Auditor" in Hong Kong.

















1.  Original Articles of Association was passed at the meeting 
    of the establishment of the Company on 27th February 1997
  
2.  Revised by special resolutions at the shareholders' general 
    meeting of the Company held on 2nd March 1997 to constitute 
    current Articles of Association

3.  Approved by the State Commission for Restructuring the 
    Economic System and became effective on 20th March 1997

4.  Amended by Special Resolution passed on the 1997 Annual 
    General Meeting held on 25th May 1998 (Articles 18,19)

5.  Amended by Special Resolution passed on the 1998 Annual 
    General Meeting held on 6th May 1999 (Articles 3,11)

6.  Amended by Special Resolution passed on the Extraordinary 
    General Meeting held on 28th February 2000 (Articles 90, 
    110, 111)

7.  Amended by Special Resolution passed on the Extraordinary 
    General Meeting held on 22nd March, 2001 (Articles 1,19)

8.  Amended by Special Resolution passed on the 2001 Annual 
    General Meeting held on 30th April 2002 (Articles 1,11,18,19)

9.  Amended by Special Resolution passed on the 2003 Annual 
    General Meeting held on 21st May 2004 (Articles 40, 
    48A, 70, 81A, 91, 126, 127,133)

10. Amended by Special Resolution passed on the 2005 Annual 
    General Meeting held on 14th June 2006 (Articles 3, 145, 
    148, 149, 151, 153, 182) 

11. Amended by Special Resolution passed on the Extraordinary 
    General Meeting held on 18th October 2010 (Articles 19, 90)