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Document No. 7: Report on Amendments to the Rules of Procedure for Board Meetings and Governance Guidelines

Document No. 7 of the 2005 Annual General Meeting

Report on Amendments to the Rules of Procedure for Board Meetings and Governance Guidelines

Dear Shareholders:
In accordance with the new Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, the Guidelines for the Articles of Association of Listed Companies (Revised in 2006), and the Company’s amended Articles of Association, which have been in effect since January 1, 2006, the following amendments are hereby made to the Rules of Procedure for the Board of Directors and the Corporate Governance Guidelines:
1. Add the following provision to Article 8: “(6) When proposed by shareholders representing more than one-tenth of the voting rights.”
2. Article 12 previously provided: “Board meetings shall be convened by the Chairman of the Board. Written notice of each meeting shall be given to all directors at least ten days prior to the date of the meeting. In the case of an extraordinary board meeting, written notice shall be given to all directors at least five days prior to the date of the meeting.”
It is now amended to read: “Board meetings shall be convened by the Chairman of the Board. Written notice of each meeting shall be served on all directors and supervisors no later than ten days prior to the date of the meeting. In the case of an ad hoc board meeting, written notice shall be served on all directors and supervisors no later than five days prior to the date of the meeting.”
3. Article 17 previously provided: “(11) Proposals submitted by shareholders who hold more than five percent of the company’s outstanding voting shares;”
Now amended to read: “(11) Proposals submitted by shareholders holding more than three percent of the company’s outstanding voting shares;”
4. Article 23 is amended as follows: “Directors who have a related-party relationship with the enterprise involved in a matter subject to a resolution at a board meeting shall not exercise their voting rights on such resolution, nor shall they act as proxies for other directors in exercising their voting rights. Such a board meeting may be held provided that more than half of the directors who have no related-party relationships are present, and any resolution adopted at the meeting must be approved by a majority of the directors who have no related-party relationships. If the number of independent directors present at the board meeting is fewer than three, the matter shall be submitted to the shareholders’ meeting for deliberation.”
5. Article 29 previously provided: “When the Board of Directors votes on resolutions concerning matters listed in Article 6.8 of Chapter VI of the Articles of Association, items (6), (7), and (10) shall require the approval of two-thirds of all directors, while all other matters must be approved by a majority of all directors to be adopted.”
It is now amended to read: “Resolutions of the Board of Directors shall be adopted by a majority of all directors.”
Please review the above report.

May 30, 2006