(4) Where the Company provides guarantee to any external parties, counter guarantee or other preventive measures shall be sought from the secured party who in turn shall be able to undertake the counter guarantee;

(5) The Company shall duly perform its duty to strictly disclose information on external guarantee according to the relevant provisions of listing rules and Articles of Association, and shall truthfully provide all information relating to external guarantee of the Company to the certified public accountants;

(6) The Company’s independent directors shall in the annual report present specific explanation and independent opinions on the Company’s accumulated and current external guarantee and implementation of regulations as referred above.

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Article 287 Consideration and approval in the general meeting is required for the following external guarantees provided by the Company:

(1) Guarantee which is given after the total amount of the external guarantee provided by the Company and its controlling subsidiaries exceeds 50% of net assets as shown in its latest audited consolidated financial statement;

(2) Guarantee which is given after the total amount of external guarantees given by the Company which is equal to or exceed 50% of the latest audited total assets of the Company;

(3) Guarantee which is provided in favour of an object which has an asset to liability ratio exceeding 70%;

(4) Guarantee of which the single guarantee amount exceeds 10% of the latest audited net assets of the Company;

(5) Guarantee which is provided to shareholders, Actual Controller and their respective connected persons;

(6) Any guarantee that exceeds the approval limit of the Board of Directors.

CHAPTER 19 INSURANCE

Article 288 The types of coverage, the insured amounts and periods of the Company’s insurance shall be decided at a board meeting based on the circumstances of the Company and the practices of similar industries in other countries and the practice and legal requirements in China.

CHAPTER 20 LABOUR AND PERSONNEL MANAGEMENT SYSTEMS

Article 289 The Company shall, in accordance with the relevant provisions of the Labor Law of People’s Republic of China and other relevant laws or regulations of the State, formulate its labor and personnel management systems, which shall be appropriate to its particular circumstances.

CHAPTER 21 TRADE UNION

Article 290 The Company shall establish trade union organisations and organise staff and workers to carry out trade union activities in accordance with the Trade Union Law of the People’s Republic of China.

The Company shall allocate funds to the trade union in accordance with the Trade Union Law of the People’s Republic of China. Such fund shall be used by the trade union of the Company in accordance with the “Measures for the Management of trade Union Funds” formulated by the All China Federation of Trade Unions.

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CHAPTER 22 MERGER AND DIVISION OF THE COMPANY

Article 291 In the event of the merger or division of the Company, a plan shall be presented by the Company’s Board of Directors and shall be approved in accordance with the procedures stipulated in   Articles of Association before processing the relevant examining and approving formalities as required by law. A shareholder who objects to the plan of merger or division shall have the right to demand the Company or the shareholders who consent to the plan of merger or division to acquire that dissenting shareholder ’s shareholding at a fair price. The contents of the resolution of merger or division of the Company shall be made into special documents for shareholders’ inspection.
　
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