Promulgated in accordance with Decree No.8 of the China Securities Regulatory Commission on June 1, 2002 and amended in accordance with the Decision of the China Securities Regulatory Commission on Amending the Rules for the Establishment of Foreign-Share Securities Companies on December 28, 2007

Article 1 The present Rules have been formulated in accordance with the relevant provisions of the Company Law and the Securities Law to meet the demands of opening up the securities market, strengthen and improve the supervision and administration of foreign-shared securities companies and define the conditions and procedures for the establishment of foreign-shared securities companies.

Article 2 The term "foreign-shared securities companies" as mentioned in the present Rules means:

1. The securities companies that are jointly contributed and set up by the foreign and domestic shareholders; and

2. The securities companies that are altered from domestic-funded securities companies through the acceptance or purchase of shares by foreign shareholders.

Article 3 The China Securities Regulatory Commission (hereinafter referred to as the CSRC) shall take charge of the examination and approval, supervision and administration of foreign-shared securities companies.

Article 4 The name, form of organization, registered capital as well as establishment and responsibility of the organization of a foreign-shared securities company shall conform to the relevant provisions of the Company Law, the Securities Law and the CSRC.

Article 5 The following businesses may be engaged in by a foreign-shared securities company:

1. Underwriting and recommendation of stocks (covering renminbi common stocks and foreign capital stocks) and bonds (covering government bonds and corporate bonds);

2. Brokerage of foreign capital stocks;

3. Brokerage and proprietary trading of bonds (covering government bonds and corporate bonds); and

4. Other businesses approved by the CSRC.

Article 6 The following conditions shall be met by a foreign-shared securities company:

1. The registered capital conforms to the provisions of the Securities Law;

2. The shareholders have the qualifications as stated by the present Rules, and the proportion and form of their capital contribution conform to the provisions of the present Rules;

3. The number of persons who have acquired the qualification for securities dealing in accordance with the provisions of the CSRC should be 30 or more, and there are necessary professionals for accounting, legal affairs, and computing;

4. Having sound systems of internal management, risk control as well as separated management of underwriting, brokerage and proprietary trading concerning institution, personnel, information and business execution, etc., and having a proper internal control technical system;

5. Having business premises that meet the requirements and qualified business facilities; and

6. Other prudential conditions as stipulated by the CSRC.

Article 7 The following conditions shall be met by foreign shareholders of a foreign-shared securities company:

1. Their home countries or regions have sound legal and regulatory systems of securities, and the securities regulatory bodies have concluded memorandums of understanding on securities regulation and maintain an effective cooperative relation with the CSRC or the institution accepted by the CSRC;

2. They have been legally established in their home countries or regions, and at least one of them is an institution that has the lawful financial business qualification; and within three years after the equity participation, they shall not transfer their equities in the foreign-shared securities company;

3. They have embarked upon the financial business for five years or more, and haven't been given major punishment by the securities regulatory body, the administrative or judicial department of their respective home countries or regions in last three years;

4. All of their financial indicators comply with the legal provisions and requirements of their respective securities regulatory bodies of their respective home countries or regions in the last three years;

5. They have a sound internal control system;

6. They have a good reputation and business performance; and

7. Other prudential conditions as stipulated by the CSRC.

Article 8 The domestic shareholders of a foreign-shared securities company shall have the qualification requirements for the shareholders of securities companies as stipulated by the CSRC. At least one of the domestic shareholders of a foreign-shared securities company shall be a domestic-funded securities company. But this Paragraph shall not prevail to the foreign-shared securities company changed from a domestic-funded securities company.

Article 9 The domestic shareholders may invest in cash or tangible goods which are indispensable for the business operation. The foreign shareholders shall invest in freely convertible currencies.

Article 10 The proportion of shares held by foreign shareholders or the equities possessed by foreign shareholders accumulatively (both directly held and indirectly controlled) in a foreign-shared securities company shall not surpass one third.