For Reference Only

NAFMII MASTER AGREEMENT(2009 VERSION)(English Translation)

Copyright© National Association of Financial Market Institutional Investors 2009

Statement on English Translation
This English translation is for reference only and is not prepared for the purposes of execution.
The copyright statement in the Chinese version of the 2009 NAFMII Master Agreement
documentation applies to this English translation. It should be noted that each language has its
own grammatical structures and embodies its own legal and cultural concepts. Accordingly, it is
not possible to guarantee that the English version is an exact translation of the original Chineseversion, and this English translation shall not be relied upon by any person in making any decisionor taking any action.
At the instruction of NAFMII, Linklaters , a member of the Drafting Panel for the 2009 NAFMII
Master Agreement documentation has prepared the draft English translation and has worked withthe representatives from other members of the Drafting Panel, including Allen & Overy LLP, China
Foreign Exchange Trade System, Credit Suisse, Deutsche Bank (China) Co. Ltd., Global Law
Office, Industrial and Commercial Bank of China, JunZeJun Law Offices, Mallesons Stephen
Jaques, and Zhong Yin Law Firm to finalise this English translation.

Statement
The copyright of this NAFMII Master Agreement (2009 Version) (the “Master Agreement”) is
vested in the National Association of Financial Market Institutional Investors. Except for the
purpose of carrying out transactions under this Agreement or conducting teaching or research,without the prior permission in writing of the copyright holder, no person shall reproduce, copy,translate or distribute this Master Agreement in paper, electronic or any other forms.
For the purpose of carrying out transactions under this Agreement, during the course of its use, auser may supplement or amend relevant provisions of the Master Agreement (but shall not amend
Section 23 of the Master Agreement) in accordance with the relevant terms of the Master
Agreement and based on the user’s independent judgement, and execute the corresponding
supplemental agreement, so as to ensure that the final agreement meets with the user’s
requirement for risk management.

Table of Contents

Section 1

Formation of the Agreement and Hierarchy.................................................................. 1

Section 2

Application of the Master Agreement............................................................................ 1

Section 3

Representations and Warranties .................................................................................. 1

Section 4

Performance of Payment or Delivery Obligations under the Transaction..................... 2

Section 5

Performance Assurance................................................................................................ 3

Section 6

Events of Default........................................................................................................... 4

Section 7

Termination Events ....................................................................................................... 6

Section 8

Hierarchy of Events....................................................................................................... 7

Section 9

Handling of Events of Default ....................................................................................... 8

Section 10

Handling of Termination Events ................................................................................. 10

Section 11

Interest ....................................................................................................................... 12

Section 12

Contract Currency and Termination Currency ........................................................... 14

Section 13

Set Off ........................................................................................................................ 14

Section 14

Transfer ...................................................................................................................... 15

Section 15

No Waiver of Rights ................................................................................................... 15

Section 16

Telephone Recording ................................................................................................. 15

Section 17

Confidentiality and Information Disclosure ................................................................ 15

Section 18

Dispute Resolution..................................................................................................... 15

Section 19

Method and Effectiveness of Notices......................................................................... 16

Section 20

Expenses ................................................................................................................... 16

Section 21

Headings .................................................................................................................... 17

Section 22

Remedies Cumulative................................................................................................ 17

Section 23

Amendment of this Agreement................................................................................... 17

Section 24

Execution of this Agreement ...................................................................................... 17

Section 25

Definitions .................................................................................................................. 17i

NAFMII MASTER AGREEMENT
For the purpose of facilitating Financial Derivative Transactions, expressly defining the rights andobligations of the Parties and safeguarding the legal rights and interests of the Parties, the Parties
have entered into the Master Agreement, in accordance with the PRC Contract Law and otherlaws and regulations, at their own will and on the basis of equality.

Section 1(I)

Formation of the Agreement and Hierarchy

The agreement between the Parties with respect to the Financial Derivative Transactions
consists of the following components:1.

the NAFMII Master Agreement (2009 Version) (the “Master Agreement”);

2.

the Supplement to the NAFMII Master Agreement (2009 Version) (the“Supplement”, if any);

3.

Effective Transaction Agreements.
The aforesaid three documents constitute a single and complete agreement
between the Parties (“this Agreement”).

(II)

In the event that there is any inconsistency between the Supplement and the Master
Agreement, the Supplement shall prevail; with respect to a specific Transaction, in theevent that there is any inconsistency between the Master Agreement, the Supplement andthe relevant Effective Transaction Agreement, the priority, in descending order, shall be as
follows: the relevant Effective Transaction Agreement, the Supplement, and the Master
Agreement.

Section 2

Application of the Master Agreement(I)

The Master Agreement shall apply to all Financial Derivative Transactions entered into
between the Parties after their execution of the Master Agreement.

(II)

Unless required by PRC Laws or otherwise agreed by the Parties, the Master Agreement
shall not apply to the derivative transactions entered into prior to their execution of the
Master Agreement by the Parties.

Section 3

Representations and Warranties

Each Party makes the following representations and warranties to the other Party at the time of its
execution of the Master Agreement and the Supplement (if any), and except for the representation
and warranty set out in item 1 which shall be deemed to be repeated on each day after the
execution of this Agreement, all other representations and warranties shall be deemed to berepeated on the date on which each Transaction is entered into:1.

it is lawfully incorporated and validly existing under the Laws of its place of incorporation;2.

it has the power and has obtained sufficient and necessary authorisation to execute thisAgreement (and any other document in connection with this Agreement to which it is aparty) and perform its obligations under this Agreement (and any other document inconnection with this Agreement to which it is a party), and such execution and1

performance do not violate any Laws applicable to it, its articles of association or any of its
agreements;3.

it has already obtained any consents (if applicable) of government authorities andregulators which are necessary for its execution and performance of this Agreement;

4.

any person entering into and executing this Agreement in its name has obtained sufficientand necessary authorisation; any person carrying out any Transaction in its name or on its
behalf has obtained sufficient and necessary authorisation, and has passed the relevantbusiness training and obtained any qualification certificate issued by any relevant
institution, as may be required for the carrying out of the relevant Transaction;5.

its obligations under this Agreement and the Performance Assurance Document to which it
is a party constitute legal, valid and binding obligations;6.

no Event of Default or Potential Event of Default with respect to it is continuing, and to its
knowledge, no Termination Event with respect to it has occurred and is continuing, and nosuch event would occur as a result of its entering into or performing its obligations under
this Agreement or the Performance Assurance Document to which it is a party;

7.

no litigation, arbitration or similar event against it, its Performance Assurance Provider or
the Specified Entities designated by it has occurred or is continuing, which would
materially and adversely affect the legality, validity or enforceability of this Agreement or
the Performance Assurance Document to which it is a party, or its ability to perform its
obligations under this Agreement or the Performance Assurance Document to which it is aparty;

8.

for the purpose of this sub-section, the documents and information that it has provided andidentified as being subject to this sub-section in the Supplement or the Effective
Transaction Agreement are true, accurate and complete in all substantive aspects;

9.

it has the ability to assess the risks of the Transaction, is capable of carrying out an
independent investigation and assessment of the legal, financial, tax, accounting andother matters involved in the Transaction (without relying on the opinion of the other Party),is fully aware of and is willing to assume the risks of the Transaction, and enters into theTransaction in accordance with its own interests and on the basis of its own judgment;10.

it is executing this Agreement and entering into Transactions on its own account and not
as agent of any third party;

11.

other representations and warranties which are agreed between the Parties in the
Supplement.

Section 4
Performance
Transaction(I)ofPayment

orDelivery

Obligations

under

the

Subject to other provisions of this Agreement, if a Party has an obligation to make apayment to the other Party under a Transaction (being a payment obligation), the payment
shall be made by such Party to the other Party in accordance with any terms in relation totime, place, currency, amount, account and payment method etc. as may be agreed
between the Parties; if a Party has an obligation to make a physical delivery to the otherParty (being a delivery obligation), unless otherwise agreed by the Parties, the delivery
shall be made on the agreed date of delivery in accordance with customary industry
practice.

2

(II)

Changes to accounts
Unless otherwise agreed, if a Party changes its account, it shall give advance notice inwriting to the other Party no later than the tenth Business Day prior to any relevant
payment date or the date of delivery. Unless the other Party raises a reasonable objection
regarding the change of account no later than the second Business Day prior to such
relevant payment date or date of delivery, such change of account shall become effective.

(III)

(IV)

A Party’s performance of its payment or delivery obligations in accordance with the termsof the Effective Transaction Agreement shall be subject to the satisfaction of all thefollowing conditions precedent:
1.

no Event of Default or Potential Event of Default with respect to the other Party
has occurred and is continuing;2.

with respect to a Transaction resulting in such payment or delivery obligation, no
Early Termination Date in relation to that Transaction has occurred or has beeneffectively designated;3.

any other conditions precedent as may be agreed by the Parties.

Performance of payment obligations under the same Transaction
Payment netting shall apply to payment obligations in respect of the same Transaction,and shall mean that if on any day an amount is payable by each Party to the other Party inthe same currency in respect of the same Transaction entered into between the Parties, a
net settlement shall be applied to the amounts that are payable by the Parties. If theamount payable by one Party exceeds the amount payable by the other Party, such Party
shall pay to the other Party only the difference between the two amounts. To the extent
such Party has paid the difference between the two amounts, the payment obligations of
the Parties for that Transaction shall be deemed to be satisfied and discharged on the day
the aforesaid payment was made.

(V)

Performance of payment obligations under multiple Transactions
The Parties may agree in the Supplement as to whether payment netting shall apply tomultiple Transactions. If agreed to be applicable, on any day that an amount is payable byeach Party to the other Party in the same currency in respect of two or more Transactions
entered into between the Parties, a net settlement shall be applied to the amounts that arepayable by the Parties. If the amount payable by one Party exceeds the amount that is
payable by the other Party, such Party shall pay to the other Party only the difference
between the two amounts. To the extent such Party has paid the difference between the
two amounts, the aforesaid payment obligations of the Parties for the relevant
Transactions shall be deemed to be satisfied and discharged on the day the aforesaid
payment was made.

Section 5

Performance Assurance

The Parties, following mutual consultation, may execute or put in place the following Performance
Assurance Documents:(I)

the NAFMII Title Transfer Performance Assurance Document;(II)

the NAFMII Pledge Performance Assurance Document;(III)

any other assurance arrangement.

3Section 6

Events of Default

The occurrence of any of the following events shall constitute an Event of Default in respect of a
Party under this Agreement:(I)

A Party fails to perform its payment obligations in accordance with the provisions of thisAgreement, or fails to perform its delivery obligation in accordance with Section 4(I) of the
Master Agreement, and such failure is not remedied by the end of the third Business Day
after notice of such failure from the other Party takes effect.

(II)

The Performance Assurance Provider of a Party fails to perform its obligations under the
Performance Assurance Document executed or issued by it, and such failure is continuing
after any applicable grace period has elapsed; or denies or expressly refuses to perform
all or part of its obligations under the Performance Assurance Document executed or
issued by it or denies the validity of the Performance Assurance Document; or without thewritten consent of the other Party, the Performance Assurance Document matures,terminates or is invalidated (save for the maturity, termination or invalidation of such
Performance Assurance Document in accordance with its terms) prior to the satisfaction of
all obligations of such Party under each Transaction to which such Performance
Assurance Document relates.

(III)

A Party denies or expressly refuses to perform all or part of its obligations under thisAgreement, or denies the validity of this Agreement.

(IV)

It is proven that any representation or warranty made by a Party under this Agreement orby its Performance Assurance Provider under the Performance Assurance Document on
the date such representation or warranty was made or was deemed to be made contains
material misrepresentation, misleading information or material omission.

(V)

When a Party or its Performance Assurance Provider is a surviving entity after division, or
where it consolidates, amalgamates with, or restructures, or transfers its substantial assets
to, another entity and the resulting, surviving or transferee entity fails to perform or
expressly indicates that it will not perform the obligations under this Agreement or theoriginal Performance Assurance Document, or without the consent of the other Party, theobligations of such resulting, surviving or transferee entity under this Agreement fail to be
secured by the protection given under the original Performance Assurance Document.

(VI)

Cross default
If a Party, its Performance Assurance Provider or any Specified Entity in respect of such
Party designated in the Supplement for the purpose of this sub-section defaults underother debt documents and such failure is not remedied by the end of any applicable grace
period, and has resulted in any of the following circumstances, such default shallconstitute a default in respect of such Party under this Agreement, i.e., a cross default:
1.

the obligation under other debt documents being declared accelerated, or
becoming capable of being declared accelerated, and the aggregate principal
amount of such debts exceeds the threshold amount for the cross default;

2.

a default in payment in respect of any obligation under other debt documents
where such obligation is not being accelerated, or is not capable of being
accelerated, and the aggregate amount of such defaulted payments exceeds thethreshold amount for the cross default;4Unless otherwise agreed by the Parties in the Supplement, “other debt documents” refers
to loan agreements, bonds, and security agreements. The threshold amount for the crossdefault refers to the minimum amount of defaulted payments which will trigger theoccurrence of a cross default; the Parties may agree in the Supplement on the threshold
amount for the cross default applicable to any Party, and in the absence of suchagreement on threshold amount, cross default shall be deemed to be not applicable tosuch Party.
(VII)

Default under Specified Transactions
If the Parties agree in the Supplement that this sub-section applies, the occurrence of anyof the following with respect to a Party, its Performance Assurance Provider or any
Specified Entity in respect of such Party which is designated in the Supplement for the
purpose of this sub-section under any existing effective Specified Transaction shallconstitute a default in respect of such Party under this Agreement:1.

it repudiates or expressly refuses to perform the Specified Transaction;2.

it fails to perform its payment obligations and such failure to perform results in theliquidation, or early termination of the Specified Transaction, or acceleration of theobligations thereunder;

3.

it fails to perform its payment obligations due on the final payment date of theSpecified Transaction, or fails to pay any amount in respect of the earlytermination of such Specified Transaction, and such failure is not remedied by theend of the applicable grace period;

4.

it fails to perform its delivery obligations and such failure is not remedied by theend of the applicable grace period, and such failure to perform results in theliquidation, early termination or acceleration of all the transactions under theagreement applicable to that Specified Transaction;

except where any default under item 2, 3 or 4 above results from the occurrence of theevents set out in Section 7(I) or Section 7(III) of the Master Agreement.
(VIII)The occurrence of any of the following with respect to a Party, its Performance Assurance
Provider or any Specified Entity in respect of such Party designated in the Supplement forthe purpose of this sub-section shall constitute a default in respect of such Party under thisAgreement:
1.

dissolution (other than pursuant to a consolidation, amalgamation or restructuring);

2.

it fails to pay its debts as they become due, and its assets are insufficient to pay all
debts or it clearly lacks the capability of paying its debts;

3.

it admits in writing its inability to pay its debts as they become due;4.

it enters into a transfer agreement or settlement agreement in relation to all or
substantially all of its assets generally for the benefit of its creditors, or it makes anarrangement for or enters into a reconciliation agreement in respect of all or asubstantial part of its debts with, its creditors;

5.

it institutes or has instituted against it by a regulatory supervisor an administrative
or judicial proceeding seeking its official management, bankruptcy or liquidation
etc., or has instituted against it by a creditor an administrative or judicial
proceeding seeking its official management, bankruptcy or liquidation etc., and5such proceeding results in it being declared bankrupt, wound-up, liquidated or
officially managed in accordance with the Laws, or none of the above proceduresis dismissed, discharged, stayed or restrained within thirty days of the institution
thereof;(IX)

6.

it passes a resolution for its winding-up, liquidation or application for bankruptcy;

7.

it seeks or becomes subject to the appointment of a provisional liquidator,
custodian, trustee, official manager or other similar official for it or for all or
substantially all its assets;

8.

a creditor, being a secured party, takes possession of all or substantially all of its
assets or has a seizure, execution, attachment, or mandatory enforcement against
all or substantially all of its assets, and any such process is not dismissed,
discharged, stayed or restrained by the relevant authorities within thirty days
thereafter;9.

any other event that has a similar effect to those specified in items 1 to 8 of thissub-section.

A Party fails to perform its other obligations under this Agreement and such failure is not
remedied by the end of the thirtieth day after the notice of failure of performance sent out
by the other Party becoming effective. However, if a Party fails to serve a notice in respectof any change of its account as agreed in Section 4(II), or a Party, being the Affected Party,
fails to perform its obligation of serving notice, confirmation and providing the relevant
evidence within the prescribed period as provided in Section 10(I) of the Master
Agreement, such failure to perform shall not constitute an Event of Default or a Potential
Event of Default.

Section 7

Termination Events

The occurrence of any of the following events with respect to a Party shall constitute a Termination
Event:(I)(II)

After a Transaction has been entered into, if, by reason of a change in applicable Laws,
with respect to a Party (the “Affected Party”):
1.

its continued performance of the payment or delivery obligations under thisTransaction becomes illegal, or its acceptance of payment or delivery in respect ofsuch Transaction becomes illegal, or its continued compliance with other material
terms under this Agreement in relation to such Transaction becomes illegal; or2.

its or its Performance Assurance Provider’s continued performance of any material
obligations under the Performance Assurance Document in relation to such
Transaction becomes illegal.

If the Parties have agreed in the Supplement that this sub-section is applicable to a Party,
despite a merger event specified in the Supplement having occurred in respect of a Party,
its Performance Assurance Provider or any Specified Entity in respect of such Party
designated in the Supplement, which for the purpose of this sub-section does notconstitute an Event of Default pursuant to Section 6(V) of the Master Agreement, the credit
standing of the surviving, succeeding or transferee entity, after taking into account any
applicable Performance Assurance Document, is materially weaker immediately after theoccurrence of such merger event than that of the original Party, its Performance6Assurance Provider or Specified Entity (as the case may be) immediately prior to theoccurrence of such merger event (such Party, or the surviving, succeeding or transferee
entity being the “Affected Party”).
(III)

After a Transaction is entered into, due to the occurrence of a Force Majeure event, it
becomes impossible or impracticable for a Party (the “Affected Party”) to perform
payment or delivery obligations in relation to such Transaction, or to accept any payment
or any delivery in respect of such Transaction, or to comply with any other material termsof this Agreement in relation to such Transaction, or it becomes impossible or
impracticable for such Party or its Performance Assurance Provider to perform thematerial obligations specified in the relevant Performance Assurance Document in relation
to such Transaction, and the aforesaid circumstance is still continuing after three Business
Days from the date of occurrence of such circumstances.

(IV)

If any additional Termination Events are agreed to by the Parties and the relevant Affected
Party is designated, the occurrence of any such event shall constitute a Termination Event.

Section 8

Hierarchy of Events

If any event occurs which would otherwise constitute or give rise to a Termination Event as
specified in Section 7(I) or Section 7(III), but such event is relating to a failure to make payment ordelivery or a failure to comply with any other material provision of this Agreement and also
constitutes or gives rise to an Event of Default or a Potential Event of Default under Section 6(I),Section 6(II) or Section 6(IX) of the Master Agreement, such event shall be treated as a
Termination Event. However, the circumstance set out in Section 7(III) of the Master Agreement
resulting from a Force Majeure event shall not constitute a Potential Event of Default within three
Business Days after the occurrence of such circumstance.
Except in the circumstances set out above, if any event or circumstance occurs which would
otherwise constitute or give rise to a Termination Event as specified in Section 7(I) or Section 7(III)of the Master Agreement, and also constitutes or gives rise to an Event of Default (or otherTermination Events), such event or circumstance shall be treated as an Event of Default (or suchother Termination Events).

7

Section 9
(I)

(II)

Handling of Events of Default

Determination of Early Termination Date
1.

When an Event of Default specified in Section 6 of the Master Agreement occurs
and is continuing, the Non-defaulting Party shall give the Defaulting Party a noticein writing (only in the manner set out in Section 19(I) of the Master Agreement)
concerning the occurrence of such Event of Default, and shall designate an Early
Termination Date. The Early Termination Date shall be a Business Day within 15
Business Days from the effective date of the notice, and the designation of the
Early Termination Date is irrevocable and cannot be changed. All the TerminatedTransactions shall terminate on the Early Termination Date.

2.

If the Parties have agreed in the Supplement that “Automatic Early Termination” isapplicable to a Party, (A) then all the Terminated Transactions will immediately andautomatically be terminated on the Early Termination Date being the date of theoccurrence with respect to a Party of an Event of Default specified in items 1, 4, 6,
7 or, to the extent analogous thereto, 9 of Section 6(VIII) of the Master Agreement;or (B) if an Event of Default specified in item 5 or, to the extent analogous thereto,
9 of Section 6(VIII) of the Master Agreement occurs in respect of a Party, the Early
Termination Date shall be the date of the institution of the relevant proceeding or
the presentation of the relevant petition and all Terminated Transaction willautomatically be terminated immediately preceding the institution of the relevant
proceeding or the presentation of the relevant petition.

3.

Upon the effective designation or occurrence of an Early Termination Date, closeout netting shall apply to all Terminated Transactions between the Parties under
this Agreement, which means that neither Party will have any obligation to perform
payment or delivery obligations under the Terminated Transactions pursuant to
Section 4 of the Master Agreement, instead, an Early Termination Payment
Amount shall be paid which shall be calculated on the basis of the net position of
the fair market value of the Terminated Transactions in accordance with subsection (II) and sub-section (III).

Calculation of Early Termination Payment Amount following an Event of Default
After the determination of an Early Termination Date, the Non-defaulting Party shall be the
Close-out Netting Calculation Party and shall calculate, on the basis of the Basis
Date, the Early Termination Payment Amount, according to the following specificprinciples and methods:
1.

The Close-out Netting Calculation Party shall calculate the Early Termination
Payment Amount in good faith and in a commercially reasonable manner without
any duplication.

2.

The calculation formula
The calculation formula for the Early Termination Payment Amount is as follows:
Early Termination Payment Amount = the termination currency equivalent of theaggregate amount of the fair market value of all Terminated Transactions + thetermination currency equivalent of Unpaid Amounts payable to the Non-defaulting
Party – the termination currency equivalent of Unpaid Amounts payable to theDefaulting Party.

8

If the aforesaid amount is a positive figure, it shall be paid by the Defaulting Party
to the Non-defaulting Party; if the aforesaid amount is a negative figure, it shall be
paid by the Non-defaulting Party to the Defaulting Party.
3.

The calculation of the fair market value of the Terminated Transactions
The Parties may choose one of the following methods in the Supplement tocalculate the fair market value of the Terminated Transactions, (if no choice ismade, the replacement transaction method shall apply):(1)

Replacement transaction method
If applying this method, the fair market value of a Terminated Transaction ora group of Terminated Transactions will be its Termination Amount which isdetermined by the Close-out Netting Calculation Party in accordance withthe following information:

(2)

(a)

quotations provided by a third party in relation to the replacementtransaction for each Terminated Transaction, and thecreditworthiness of the Close-out Netting Calculation Party can betaken into account for the purpose of providing such quotation;(b)financial market data provided by a third party in relation to theTerminated Transaction, including interest rate, currency rate, price,
yield curves, spreads etc;(c)

if the Close-out Netting Calculation Party believes, on a reasonablebasis, that the information or data specified in item (a) and item (b)are not available, or applying such information or data may lead tocommercially unreasonable results, the information generally usedinternally by the Close-out Netting Calculation Party when calculating
the value of similar transactions can be used.

Market quotation method
If applying this method, the fair market value of a Terminated Transaction ora group of Terminated Transactions shall be determined by the Close-out
Netting Calculation Party in accordance with the Market Quotation of the
Terminated Transaction (whether a positive number or a negative number).
If the Close-out Netting Calculation Party fails to determine the Market
Quotation of the Terminated Transaction or it believes in good faith that acommercially reasonable result will not be obtained based on the relevantMarket Quotation, the replacement transaction method specified in part (1)shall be used.

(III)

Calculation report
The Close-out Netting Calculation Party shall submit (only in the manner as set out in
Section 19(I) of the Master Agreement) a calculation report to the other Party within 20
days from the Early Termination Date (or where “automatically early termination” isapplicable, the date on which the occurrence of the Early Termination Date is known orshould be known by it). Such calculation report should clearly set out the Party who shouldmake payment on early termination and the Early Termination Payment Amount, with thedetails and basis of the calculation. The Party who should make payments on earlytermination shall pay the Early Termination Payment Amount referred to in the calculation9

report, and the interest thereof, on the Payment Date of Early Termination Payment
Amount. The Payment Date of Early Termination Payment Amount provided under thissub-section shall be the date the calculation report is effective.
(IV)

Adjustment of automatic early termination
Where an Early Termination Date occurs as a result of the application of “automatic earlytermination” to a Party, the Early Termination Payment Amount calculated in accordancewith item 2 of Section 9(II) of the Master Agreement shall be accordingly adjusted, so as toreflect any payment or delivery which is paid or made by a Party to the other Party under
this Agreement and is retained by such other Party, during the period from the applicable
Early Termination Date to the Payment Date of Early Termination Payment Amount as
referred to in Section 9(III).

Section 10(I)

Handling of Termination Events

NoticeAfter the Affected Party becomes aware of a Termination Event, it shall immediately notify
the other Party of the occurrence of such Termination Event and the details of all AffectedTransactions, and shall provide relevant evidence within 15 Business Days after sendingout the notice.
If the Non-affected Party becomes aware of a Termination Event and it has not received
any notice from the Affected Party regarding the Termination Event, the Non-affected Party
is entitled to notify the Affected Party; the Affected Party shall reply within 2 Business Daysof the notice becoming effective and shall provide the relevant evidence within 15
Business Days of the notice becoming effective.

(II)

Consultations
The Parties may hold consultations after the Termination Event notice becoming effective
so as to avoid the early termination of the Affected Transactions.

(III)

Designation of Early Termination Date1.

2.

If the Parties are unable to come to any agreement with respect to the handling of
the Termination Event by consultation and such Termination Event is still
continuing then, the Party specified in the following provisions shall have the rightto give a notice in writing (in the manner as set out in Section 19(I) of the Master
Agreement only) to the other Party specifying the Early Termination Date of theAffected Transactions:(1)

where a Termination Event specified in Section 7(I) or Section 7(III) of the
Master Agreement occurs, any one of the Parties;(2)

where a Termination Event specified in Section 7(II) of the Master
Agreement occurs, the Non-affected Party;(3)

where a Termination Event specified in Section 7(IV) of the Master
Agreement occurs, the Non-affected Party as agreed by the Parties in the
Supplement.

The Early Termination Date shall be a Business Day falling within 15 Business
Days from the effective date of the notice. All Affected Transactions shall beterminated on that Early Termination Date. If both Parties are entitled to send out

10the written notice, then the Early Termination Date shall be the date designated in
the notice which is effective first.
3.

(IV)

Upon the effective designation of the Early Termination Date, close-out netting
shall apply to all Affected Transactions between the Parties under this Agreement,
which means that neither Party shall have payment or delivery obligations under
the Terminated Transactions pursuant to Section 4 of the Master Agreement;
instead the Early Termination Payment Amount shall be calculated and paid on thebasis of the net position of the fair market value of the Terminated Transactions inaccordance with item 1 of Section 10(IV).

Calculation and payment of Early Termination Payment Amount following Termination
Events1.

The Close-out Netting Calculation Party shall calculate the Early Termination
Payment Amount in accordance with Section 9 (II) and Section 9 (III) of the Master
Agreement. If the Non-affected Party is the Close-out Netting Calculation Party,
the “Non-defaulting Party” and the “Defaulting Party” as referred to in item 2 ofSection 9(II) shall be the Non-affected Party and the Affected Party, respectively; ifboth Parties are Close-out Netting Calculation Parties, the “Non-defaulting Party”
referred to in that item shall be the Party itself who conducts the calculation, andthe “Defaulting Party” shall be the other Party.

2.

If the Non-affected Party is the Close-out Netting Calculation Parties, the Payment
Date of Early Termination Payment Amount applicable to this Section shall be thethird Business Day after the date on which the calculation report becomes
effective. If both Parties are the Close-out Netting Calculation Party and there isno dispute in relation to the calculation result, the Payment Date of Early
Termination Payment Amount shall be the third Business Day from the later of thedates the two calculation reports become effective.

3.

If both Parties are Close-out Netting Calculation Parties and there are disputes inrelation to the calculation result, the Parties may, by consultation, determine the
Early Termination Payment Amount, or jointly appoint a third party to act as thecalculation agent to calculate the Early Termination Payment Amount inaccordance with the provisions set out in Section 9(II) and Section 9(III) of the
Master Agreement within a time period agreed by the Parties. If the Parties fail toreach an agreement through consultation, or cannot agree on the appointment ofa calculation agent or the time period for the calculation, or if a Party disputes theresult of the calculation conducted by the calculation agent, such disputes can besubmitted by any Party to the agreed arbitration or litigation in accordance with
Section 18 of the Master Agreement.

11Section 11(I)

Interest

No occurrence or designation of Early Termination Date
Where there is no occurrence or designation of an Early Termination Date, the interest in
respect of the payment and delivery obligations shall be calculated in accordance with themethod agreed in this sub-section:
1.

Calculation of interest in respect of suspension of payment due to failure to satisfy
conditions precedent to performance of obligations by the other Party:
If the other Party fails to satisfy the conditions precedent to performance ofobligations under Section 4(III) of the Master Agreement, and such failure results
in a Party suspending the performance of its payment obligation under Section 4(I)of the Master Agreement, upon the request of the other Party (and after thecircumstance for suspension of the performance of its payment obligation ceases
to exist), such Party shall pay interest to the other Party in the same currency as
the currency of the payment amount. The interest period shall be from (andincluding) the date on which such Party should have otherwise performed thepayment obligation up to (but excluding) the date on which such Party actually
performs the payment obligation after the above circumstance ceases to exist.
The applicable interest rate shall be the Inter-bank Rate.

2.

Calculation of interest in respect of failure to perform payment obligations in time:
If a Party fails to perform any payment obligations in time under this Agreement(other than in the situations described in item 1 of this sub-section), upon therequest of the other Party, such Party shall pay interest to the other Party in thesame currency as the currency of the payment amount. The interest period shallbe from (and including) the date on which such payment amount becomes dueand payable up to (but excluding) the date on which such payment amount is
actually paid. The applicable interest rate shall be the Default Rate. However, if
such Party fails to perform the aforesaid obligation due to the occurrence of acircumstance described in Section 7(I) or Section 7(III) of the Master Agreement,
the applicable interest rate in relation to such amount for the period from (andincluding) the date on which the such Party fails to perform the aforesaid payment
obligation due to such event or circumstance, up to (but excluding) the date on
which such event or circumstance ceases to exist shall be the Inter-bank Rate.

3.

Calculation of interest in respect of delivery obligations
If the other Party fails to satisfy the conditions precedent to performance ofobligations under Section 4(III) of the Master Agreement, and such failure results
in a Party suspending the performance of its delivery obligation under Section 4(I)of the Master Agreement, such Party shall, in respect of the fair market value as ofthe scheduled delivery date of the items to be delivered, make calculation andpayment of the interest to the other Party in good faith and in accordance with theterms of item 1 of this sub-section.
In other circumstances, if a Party fails to perform its delivery obligations under thisAgreement, the Party shall, in respect of the fair market value as of the scheduleddelivery date of the items to be delivered, make calculation and payment of the12interest to the other Party in good faith and in accordance with the terms of item 2of this sub-section.
(II)

The occurrence or designation of Early Termination Date
Upon the occurrence or designation of an Early Termination Date, the interest in respect ofthe payment and delivery obligation shall be calculated in accordance with the method set
out in this sub-section:
1.

Interest on Unpaid Amounts
In relation to an Unpaid Amount under Section 9(II) and Section 10(IV) of the
Master Agreement, interest will be calculated in the same currency as thecurrency of the Unpaid Amount. The interest period shall start from (and including)the date on which the payment is required to be made and shall end on (butexcluding) the Early Termination Date. The applicable interest rate shall be
determined as follows:

2.

(1)

in respect of the payment obligation that should have been paid by the
Defaulting Party, the applicable interest rate shall be the Default Rate;(2)

in respect of the payment obligation that should have been performed by theNon-defaulting Party, the applicable interest rate shall be the Inter-bank
Rate;

(3)

in respect of the payment obligation that should have been performed by theAffected Party or the Non-affected Party, the applicable interest rate shall be
the Inter-bank Rate;

Interest on Early Termination Payment AmountIn respect of the Early Termination Payment Amount which must be paid by a
Party according to Sections 9(II), 9(III) and 10(IV) of the Master Agreement,interest on such amount shall be calculated in the termination currency according
to the following principles:
(1)

(2)

For the period from (and including) the Early Termination Date up to (butexcluding) the Payment Date of Early Termination Payment Amount, theapplicable interest rate shall be determined as follows:(a)in respect of payment made by the Defaulting Party, the applicableinterest rate shall be the Default Rate;(b)in respect of payment made by the Non-defaulting Party, theapplicable interest rate shall be the Non-default Rate;(c)in respect of payment made by the Affected Party or the Nonaffected Party, the applicable interest rate shall be the Inter-bank
Rate.

For the period from (and including) the Payment Date of Early Termination
Payment Amount up to (but excluding) the date on which the payment is
actually made, the applicable interest rate shall be determined as follows:(a)except as provided in item (b) below, the interest rate shall be theDefault Rate;

13

(b)

(3)

Section 12(I)

if the failure to pay a part of the Early Termination Payment Amountis due to the occurrence of any event or circumstance described in
Section 7(I) or Section 7(III) of the Master Agreement or due to areason that is not attributable to the Party who has the obligation topay, the applicable interest rate in relation to such amount for theperiod from (and including) the date on which that portion of amountis not paid due to such circumstance up to (but excluding) the dateon which such circumstance ceases to exist shall be the Inter-bank
Rate.

Interest rate provided in this Section shall be calculated on the basis of daily
compounding.

Contract Currency and Termination Currency

Contract currency
Contract currency refers to, where this Agreement is performed in its due course, thecurrency in which the Parties have agreed that payments under this Agreement shall bemade. If payment is made in a currency other than the contract currency, the Party
receiving such payment reserves the right not to accept the payment. Where there areprovisions in the PRC Laws prescribing otherwise, such provisions shall apply.

(II)

Termination Currency
Termination currency refers to, where an early termination has occurred, the currency inwhich the Early Termination Payment Amount is calculated. The Close-out Netting
Calculation Party shall, in good faith, convert the amount under the TerminatedTransactions into the termination currency equivalent.
Where the contract currency for the Terminated Transaction includes RMB, RMB shall be
the termination currency. Other currencies shall be converted into RMB based on the midprice of the exchange rate for RMB published by, or published under the authorisation of,
the People’s Bank of China on the Early Termination Date (if not available, the method asotherwise agreed by the Parties shall apply) and be included in the Early Termination
Payment Amount. Where there are provisions in the PRC Laws otherwise governing theexchange and conversion of foreign currencies, such provisions shall apply.
Where the contract currency for the Terminated Transaction does not include RMB, thetermination currency shall be the currency as agreed by the Parties in the Supplement. To
the extent not contravening the PRC Laws, conversion between various currencies shallbe carried out in accordance with the agreement of the Parties.

Section 13

Set Off

In circumstances where there is a Defaulting Party or where there is only one Affected Party in a
Termination Event whereby all outstanding Transactions under this Agreement become TerminatedTransactions, the Non-defaulting Party or the Non-affected Party has the option to set off the Early
Termination Payment Amount payable to one Party by the other Party against any other amounts
payable to the second Party by the first Party. The Non-defaulting Party or the Non-affected Party
shall promptly give notice to the Defaulting Party or the Affected Party of any set-off effected under14

this Section. The notice shall only be made in the manner as set out in Section 19(I) of the Master
Agreement.

Section 14

Transfer

Without prior written consent of the other Party, a Party may not transfer any rights or obligations
under this Agreement to any other person; but a Party may transfer to a third party, without
consent of the Defaulting Party, all or any part of its rights of and interest in any Early Termination
Payment Amount payable to it by the Defaulting Party, together with the interest on the relevant
portion of the Early Termination Payment Amount payable pursuant to Section 11 of the Master
Agreement.

Section 15

No Waiver of Rights

Any failure or delay in exercising, or the partial exercise of, any right with respect to thisAgreement shall not be deemed to be a waiver of that right.

Section 16

Telephone Recording

Unless otherwise agreed by the Parties, a Party may record telephone conversations between
them with respect to Transactions or any potential Transactions under this Agreement, and to theextent this does not contravene PRC Laws, such recording may be submitted as evidence in any
dispute resolution process.

Section 17(I)

Confidentiality and Information Disclosure

Confidentiality
Without prior written consent of the other Party, a Party shall not disclose to any person
any information concerning the other Party which relates to this Agreement andTransactions under this Agreement, except for disclosure made pursuant to sub-section (II)of this Section.

(II)

Statutory Information DisclosureThis Section does not restrict a Party in respect of its disclosure of any information relating
to this Agreement and Transactions under this Agreement, of which the disclosure is madeas required by applicable Laws.

Section 18(I)

Dispute Resolution

Governing Law
This Agreement is governed by and construed in accordance with PRC Laws.

(II)

Dispute Resolutions
The Parties may resolve, by consultation, any disputes, claims or disagreements under orin connection with this Agreement.
If the Parties do not carry out such consultation or no agreement is reached from suchconsultation, the Parties may agree to submit such disputes, disagreements or claims to
China International Economic and Trade Arbitration Commission for arbitration to be
conducted in Beijing in accordance with the Arbitration Rules of China International
Economic and Trade Arbitration Commission then in effect; the arbitral tribunal shall15

consist of three arbitrators, and the arbitration award shall be final and binding on theParties.
Where the Parties have agreed on other arbitration institutions for dispute resolution, such
arbitration institution shall be arbitration institutions lawfully registered or incorporated
within the territory of the People’s Republic of China (which, for the purpose of thisAgreement, does not include the Hong Kong Special Administrative Region, the Macao
Special Administrative Region or Taiwan area), and the place of arbitration shall be locatedwithin the territory of the People’s Republic of China (which, for the purpose of thisAgreement, does not include the Hong Kong Special Administrative Region, the Macao
Special Administrative Region or Taiwan area).
Where the Parties have agreed to resolve disputes not through arbitration but by litigation,
each Party may only initiate the legal proceeding at the people’s court.

Section 19

Method and Effectiveness of Notices(I)

If given in person or by courier, a notice shall be effective on the date of receipt that ismarked on the delivery acknowledgement; but where the recipient, the agent of therecipient or the person exercising the power of a bankruptcy administrator of the recipientrefuses to acknowledge the receipt on the delivery acknowledgement, the sender may
give effective notice through service by notarization or, pursuant to the agreement by theParties in the Supplement, through service by public announcement or service by leaving
the notice on the premises of the recipient, and the notice which is effective throughservice by notarization, service by public announcement or service by leaving the noticeon the premises of the recipient shall be regarded as having the same effect in all aspects
as the notice which is effective through the original service method.

(II)

If sent by registered mail, a notice shall be effective on the date of acknowledged receipt.

(III)

If sent by facsimile transmission, a notice shall be effective on the date the recipient
acknowledges that it has received a legible copy of the transmission.

(IV)

If sent by electronic messaging system, a notice shall be effective on the date that such
notice enters into the system designated by the recipient for receiving electronic
information.

(V)

If sent by any other method, a notice shall be effective at a time agreed by the Parties.

If any date mentioned above is not a Business Day, or a notice is delivered, received or enters into
the relevant system after the close of business on a Business Day, such notice shall be deemed
effective on the Business Day immediately following that date.

Section 20

Expenses

Without affecting the agreement reached in any Performance Assurance Document in respect of
the expenses for realising the credit rights and without resulting in any duplicated calculation, aDefaulting Party shall, on demand by the Non-defaulting Party, indemnify the Non-defaulting Party
for and against all reasonable fees and other expenses incurred by such Non-defaulting Party byreason of the protection and enforcement of its rights under this Agreement or any Performance
Assurance Document, as well as all reasonable fees and other expenses incurred by the Nondefaulting Party by reason of the early termination of any Transaction under this Agreement.

16Section 21

Headings

The name of this Agreement and the headings set out in this Agreement are for convenience ofreference only, and are not to affect the structure of, or to be construed into this Agreement.

Section 22

Remedies Cumulative

Except as otherwise provided in this Agreement, the rights and remedies provided and recognizedin this Agreement are cumulative and do not exclude any rights or remedies provided andrecognized by PRC Laws.

Section 23

Amendment of this Agreement

To the extent not contravening PRC Laws, the Parties may come to specific agreement in the
Supplement or the Effective Transaction Agreement on relevant provisions of the Master
Agreement, or agree in the Supplement or the Effective Transaction Agreement on the matterswhich are not addressed in the Master Agreement, but the following content contained in the
Master Agreement shall not be amended or excluded:(I)

Section 2;(II)

the second paragraph of Section 12(II);(III)

Section 18(I), the third paragraph of Section 18(II), and the fourth paragraph of Section
18(II);(IV)

this Section 23;(V)

the second paragraph of Section 24; and(VI)

the definition of “PRC Laws” provided in Section 25.

Section 24

Execution of this Agreement

The Master Agreement shall be binding on the Parties after the signing and affixation of seals by
the Parties. The Parties may execute the Supplement according to their needs.
The Parties shall, according to the requirements of PRC Laws, deliver the Master Agreement andthe Supplement (and its amendments) to the National Association of Financial Market Institutional
Investors for record.

Section 25

Definitions

In this Agreement, the following terms shall be defined as:“Terminated Transaction” means with respect to an Early Termination Date, if resulting from an
Event of Default, all Transactions under this Agreement which are outstanding on that date; if
resulting from a Termination Event, all Affected Transactions under this Agreement which are
outstanding on that date.
“Force Majeure” means any objective circumstance which is unforeseeable, unavoidable andcannot be overcome, including, but not limited to the following events: natural disasters,
breakdowns in transportation or communications, and other events which are of a similar nature.
“Reference Market Maker” means, under the “market quotation method” specified in item 3 ofSection 9(II) of the Master Agreement, dealers in the relevant market selected in good faith by the17

Close-out Netting Calculation Party (if selected in the Chinese interbank market, the dealers
should be financial institutions which have the qualification of a market maker for that market). The
Close-out Netting Calculation Party shall, in the relevant market, choose from among dealers of
the highest credit standing and, to the extent practicable, from among such dealers having an
office in the same city.
“Contract Note” means the evidence in written form which is generated from the trading system of
the China Foreign Exchange Trade System & National Interbank Funding Center after aTransaction is entered into between the Parties through such trading system, which confirms thetransaction conditions of that Transaction.
“Laws” means the constitution, treaties, laws, statutory regulations, ordinances, rules, regulations,provisions and any order, interpretation, permission, notice, judgment, decision, injunction etc.
issued by an authority having legislative, judicial or administrative power or authority, pursuant tothe applicable governing law, which has universal binding authority.
“Non-affected Party” means, if there is only one Affected Party under Section 7 of the Master
Agreement, the other Party.
“Basis Date” means the Early Termination Date. If the Close-out Netting Calculation Party
believes in good faith that it is not commercially reasonable to use the Early Termination Date as
the base for calculation of all Terminated Transactions under this Agreement, the Basis Date shallbe the earliest date or dates following the Early Termination Date on which calculation can bemade in a commercially reasonable manner.
“Transaction Confirmation” means the documents or other written evidence confirming orevidencing a Transaction exchanged by the Parties, including but not limited to Contract Notes, emails, telegrams, telexes, facsimile transmissions, agreements and letters.
“Parties” means the two parties under a specific Transaction that are bound by this Agreement.
“Party” means any one of the Parties.
“Effective Transaction Agreement” means a legally binding agreement (including, but not limited
to, a Transaction Confirmation) entered into in respect of each of the specific Transactions.
“Financial Derivative Transaction (the “Transaction”)” means, with respect to this Agreement,
the financial derivative agreements that are concluded between the Parties on a one-on-one basis
and governed by the Master Agreement as required by PRC Laws, having their terms tailored inaccordance with the specific requirements of the Parties, and other financial agreements asagreed by the Parties to be governed by the Master Agreement, including but not limited to interest
rate derivative transactions, currency derivative transactions, bond derivative transactions, credit
derivative transactions, gold derivative transactions, and any combination of such transactions
which fulfil the aforesaid conditions.
“Performance Assurance Provider” means an entity (which can be a Party) which provides theassurance under the Performance Assurance Document, including, but not limited to, a security
provider.
“Performance Assurance Documents” means the legal documents specified in the Supplement
which set out the specific arrangements to assure the performance of the Transaction, including,but not limited to, the NAFMII Title Transfer Performance Assurance Document, the NAFMII
Pledge Performance Assurance Document, and other performance assurance arrangement
documents.

18

“Potential Event of Default” means any event which, with the giving of notice or lapse of time,
would constitute an Event of Default.
“Market Quotation” means with respect to a Terminated Transaction or a group of TerminatedTransactions and a Close-out Netting Calculation Party, an amount determined on the basis of thequotations provided by the Reference Market Makers. Each quotation will be an amount, if any,that would be paid to such Close-out Netting Calculation Party (expressed as a negative number)or by such Close-out Netting Calculation Party (expressed as a positive number) for entering into a
Transaction (the “Replacement Transaction”) between such Close-out Netting Calculation Party(taking into account any existing Performance Assurance Document with respect to the obligationsof such Close-out Netting Calculation Party) and the Reference Market Maker. The Replacement
Transaction, subject to the terms as agreed by such Close-out Netting Calculation Party andReference Market Maker in good faith, shall have the effect of preserving for the Close-out Netting
Calculation Party the economic equivalent of any payment or physical delivery (whether theunderlying obligation was absolute or contingent and assuming the satisfaction of all applicableconditions precedent) by the Parties under Section 4 of the Master Agreement in respect of such
Terminated Transaction or group of Terminated Transactions that would, but for the occurrence ofthe relevant Early Termination Date, have been required after that date. For this purpose, Unpaid
Amounts in respect of the relevant Terminated Transactions are to be excluded. However, Market
Quotation shall include, without limitation, any payment or delivery that would, but for the relevant
Early Termination Date, have been required (assuming satisfaction of all applicable conditions
precedent) after that Early Termination Date. The Close-out Netting Calculation Party (or its agent)
shall endeavour to request at least four Reference Market Makers to provide their respective
quotation on the Basis Date, and, to the extent reasonably practicable, as of the same day andtime (without regard to different time zones). The day and time as of which those quotations are tobe obtained is selected in good faith by the Close-out Netting Calculation Party. If not less than
three quotations are provided, the Market Quotation will be the arithmetic mean of the quotations,
without regard to the quotations having the highest and lowest values; if more than one quotation
have the same highest value or lowest value, then one of such quotations shall be disregarded. If
fewer than three quotations are provided, it will be deemed that the Market Quotation in respect ofsuch Terminated Transaction cannot be determined.
“Non-default Rate” means the rate reasonably proved by the Non-defaulting Party to be a rate
offered to the Non-defaulting Party by a major bank in a relevant interbank market for overnight
lending in the applicable currency, such bank to be selected by the Non-defaulting Party, however
such rate should be a rate that will reasonably reflect the borrowing cost of the Non-defaulting
Party prevailing at the time in that relevant market. If the Non-default Rate is higher than the Interbank Rate, the Inter-bank Rate shall apply in place of the Non-default Rate.
“Affected Party” means the Party specified as such in Section 7 of the Master Agreement.
“Affected Transactions” means with respect to the occurrence of any Termination Event specified
in Section 7(I) or Section 7(III) of the Master Agreement, all outstanding Transactions under thisAgreement at the time of the Termination Event which are affected by such Termination Event; andwith respect to the occurrence of all other Termination Events, unless otherwise agreed by theParties, means all outstanding Transactions under this Agreement at the time of such otherTermination Events.
“Specified Transaction” means bond repurchase transactions and bond lending transactions now
existing or hereafter entered into between one Party (or any of its Performance Assurance
Providers or applicable Specified Entities) and the other Party (or any of its Performance

19

Assurance Providers or applicable Specified Entities) and any other transactions as agreed by theParties which are not governed by the Master Agreement.
“Specified Entity” means any company, enterprise or entity specified as such in the Supplement.
“Early Termination Date” means a date as determined in accordance with Section 9(I) or Section
10(III) on which a Terminated Transaction is early terminated.
“Early Termination Payment Amount” means the amount derived from the calculation inaccordance with the formula set out in item 2 of Section 9(II) of the Master Agreement.
“Payment Date of Early Termination Payment Amount” means a date provided under Section
9(III) or item 2 of Section 10(IV) of the Master Agreement on which the Early Termination Payment
Amount and its interest shall be paid.
“Unpaid Amount” means with respect to an Early Termination Date, the amount that has become
payable but remains unpaid to a Party includes the following amounts:
1.

any amount that is payable under each Terminated Transaction by the other Party inaccordance with Section 4 of the Master Agreement which remains unpaid as of the Early
Termination Date, and the fair market value on the scheduled delivery date of each item
which has become deliverable under each Terminated Transaction but remains
undelivered (the fair market value will be determined by the Close-out Netting Calculation
Party in good faith and in a commercially reasonable manner; if both Parties are Close-out
Netting Calculation Parties, the fair market value will be the average of the values
determined by both Parties), and without duplication of calculation, the interest amountthat is payable as calculated in accordance with item 1 of Section 11(II) of the Master
Agreement should be included in any of the aforesaid situations;2.

if all Transactions under this Agreement become Terminated Transactions on such Early
Termination Date, any Early Termination Payment Amount that is payable but remains
unpaid, and without duplication of calculation, any interest payment amount in respect of
the Early Termination Payment Amount calculated in accordance with item 2 of Section
11(II) of the Master Agreement.

“Defaulting Party” / “Non-defaulting Party”: in accordance with Section 6 of the Master
Agreement, a Party in relation to whom an Event of Default has occurred is the Defaulting Party; inrespect of that Event of Default, the other Party is the Non-defaulting Party.
“Default Rate” means unless otherwise agreed by the Parties, a rate per annum equal to thereasonable funding cost which may be incurred to the relevant Party who will receive a payment,
as reasonably proved by it, if it were to fund the same amount of that payment, plus 1% per annum.
“Event of Default” means any event which is determined to be an “Event of Default” pursuant to
Section 6 of the Master Agreement and the Supplement.
“Inter-bank Rate” means with respect to each interest date, unless otherwise agreed by theParties, in relation to Renminbi, the overnight rate for Shanghai Interbank Offered Rate (Shibor)published by the National Interbank Funding Center pursuant to the authorisation from thePeople’s Bank of China; in relation to United States Dollars, the Effective Federal Funds Rate; inrelation to Euro, the Euro Overnight Index Average (EONIA); in relation to British Pound Sterling,
the Sterling Overnight Index Average (SONIA); in relation to any other freely convertible currency,
the interbank lending interest rate as quoted by leading banks for the overnight deposit in thatcurrency at the relevant place of payment.

20

“Business Day” means unless otherwise agreed by the Parties, the following days: with respect toany payments, a day on which commercial banks in the place where the relevant account islocated are open for business (not including statutory festivals and holidays); with respect to any
delivery, a day on which the depository and settlement institutions in the place where the delivery
takes place are open for business (not including statutory festivals and holidays); with respect to
any notices or communications, a day on which commercial banks in the city that is specified in
the address of the notice and as provided by the receiving Party are ordinarily open for business(not including statutory festivals and holidays).
“PRC Laws” means the laws, regulations and rules that are promulgated and have taken effectwithin the territory of the People’s Republic of China (which, for the purpose of this Agreement,does not include the Hong Kong Special Administrative Region, the Macao Special Administrative
Region or Taiwan area) and any regulatory document issued by an authority having legislative,
judicial or administrative power which has universal binding authority.
“Close-out Netting Calculation Party” means the Non-defaulting Party in the case of an Event of
Default; the Non-affected Party in the case of a Termination Event (if both Parties are Affected
Parties, any Party).
“Termination Event” means any event which is determined as a “Termination Event” pursuant to
Section 7 of the Master Agreement and the Supplement.
“Termination Amount” means with respect to a Terminated Transaction or a group of TerminatedTransactions and a Close-out Netting Calculation Party, the loss and cost (expressed as a positive
number) incurred or to be incurred or gains (expressed as a negative number) realised or to berealised, as determined in a commercially reasonable manner by such Close-out Netting
Calculation Party in good faith on the Basis Date, resulting from having to replace the major termsof the Terminated Transaction (including any Unpaid Amount or any undelivered items that would
otherwise be paid or delivered by the Parties after the Early Termination Date in accordance with
Section 4 of the Master Agreement (assuming that all of the conditions precedent under Section
4(III) of the Master Agreement have been satisfied) but being not paid or not delivered resulting
from the occurrence of the Early Termination Date) or having to obtain the same economic
equivalent of the major terms of the Terminated Transaction under the then prevailingcircumstances. Termination Amount does not include the Unpaid Amount in respect of a
Terminated Transaction or a group of Terminated Transactions, and also does not include any
expenses referred to under Section 20 of the Master Agreement. Without duplication of calculation,
the cost of financing, the loss and costs (or any gains) reasonably incurred or realised as a resultof terminating, liquidating or re-establishing any hedging arrangement in relation to a TerminatedTransaction or a group of Terminated Transactions may be included by the Close–out Netting
Calculation Party in calculating the relevant Termination Amount.

21

Signing Block

Party A:

Party B:

Authorized person of Party A

Authorized person of Party B

Name:

Name:

Signature:

Signature:

Chop of Party A

Chop of Party B(Date)(Date)

22

For Reference Only

SUPPLEMENT TO NAFMII MASTER AGREEMENT(2009 VERSION)(English Translation)*

This Supplement is entered into by and between___________________________ (“Party A”)
and___________________________ (“Party B”)
on, and becomes effective as of, ___________________________.

Whereas Party A and Party B have both executed the NAFMII Master Agreement (2009 Version)(the “Master Agreement”), in order to further define the rights and obligations of the Parties, theParties hereby execute this Supplement on the basis of the Master Agreement, and makesupplemental or specific agreements in respect of the following matters.
Unless otherwise specified in the Supplement, a definition provided in this Supplement shall havethe meaning specified in the Master Agreement for the same definition.

1

Section 2 “Application of the Master Agreement”
Whether the Master Agreement will apply to derivative transactions entered into prior to the
execution of the Master Agreement and subsisting as of the execution of this Supplement:[Applicable] / [Not applicable]

2

In relation to “Representations and Warranties”
For the purpose of item 8 of Section 3, the documents and information applicable to a
Party are as follows:
Party A:
Party B:*
This English translation is for reference only and is not prepared for the purposes of execution. The copyright statement in the Chinese version of the 2009 NAFMII
Master Agreement documentation applies to this English translation. It should be noted that each language has its own grammatical structures and embodies its own legal andcultural concepts. Accordingly, it is not possible to guarantee that the English version is an exact translation of the original Chinese version, and this English translation shall not
be relied upon by any person in making any decision or taking any action. At the instruction of NAFMII, Linklaters , a member of the Drafting Panel for the 2009 NAFMII Master
Agreement documentation has prepared the draft English translation and has worked with the representatives from other members of the Drafting Panel, including Allen & Overy
LLP, China Foreign Exchange Trade System, Credit Suisse, Deutsche Bank (China) Co. Ltd., Global Law Office, Industrial and Commercial Bank of China, JunZeJun Law
Offices, Mallesons Stephen Jaques, and Zhong Yin Law Firm to finalise this English translation.

1

For the purpose of item 11 of Section 3, other representations and warranties are as
follows:

3

In relation to “Specified Entities”
The Specified Entities of Party A are:(i)

Under item 7 of Section 3 of the Master Agreement:(ii)

Under Section 6(VI) of the Master Agreement:(iii)

Under Section 6(VII) of the Master Agreement:(iv)

Under Section 6(VIII) of the Master Agreement:(v)

Under Section 7(II) of the Master Agreement:

The Specified Entities of Party B are:4(i)

Under item 7 of Section 3 of the Master Agreement:(ii)

Under Section 6(VI) of the Master Agreement:(iii)

Under Section 6(VII) of the Master Agreement:(iv)

Under Section 6(VIII) of the Master Agreement:(v)

Under Section 7(II) of the Master Agreement:

Payment netting for multiple Transactions under Section 4(V)[Applicable] / [Not applicable]
If applicable, the agreement of payment netting shall be applicable to the following
Transaction or group of Transactions:5

Performance Assurance
The Performance Assurance Document applicable to Party A is:
The Performance Assurance Document applicable to Party B is:
Other assurance arrangements are:6

“Cross default” under Section 6(VI)[Applicable] / [Not applicable]
If applicable, the threshold amount for the cross default is,in relation to Party A:
in relation to Party B:
The definition of “other debt document” is: [as specified in the Master Agreement]

7“Default under Specified Transactions” under Section 6(VII)[Applicable] / [Not applicable]2

If applicable, “other transactions as agreed by the Parties which are not governed by the
Master Agreement” in the definition of Specified Transactions is: [as specified in the Master
Agreement]

8

In relation to Section 6 “Events of Default”

9“Termination Events” under Section 7(II)[Applicable] / [Not applicable]
If applicable, for the purpose of such sub-section, the “merger event” means:

10

In relation to “additional Termination Events”
For the purpose of Section 7(IV), the “additional Termination Events” includes the following
events:11“Automatic Early Termination” under item 2 of Section 9(I)[Applicable] / [Not applicable]

12

Calculation method for the fair market value of the Terminated Transactions
For the purpose of item 3 of Section 9(II) and item 1 of Section 10(IV), the [replacementtransaction method] / [market quotation method] shall apply.

13

In relation to “termination currency” under Section 12(II)Where the contract currency of the Terminated Transaction does not include Renminbi, thetermination currency shall be ____________, and the conversion between the currencies
shall be carried out pursuant to the method as follows:

14

In relation to “Dispute Resolution” under Section 18

15

Details for Notice
The details for notice to Party A pursuant to Section 19(I), (II), (III) and (IV) include:
Address:
Attention:
Postal code:
Telephone:
Facsimile:
Electronic messaging system:
The details for notice to Party B pursuant to Section 19(I), (II), (III) and (IV) include:
Address:
Attention:3

Postal code:
Telephone:
Facsimile:
Electronic messaging system:

The agreement of the parties in relation to service by public announcement and service byleaving the notice on the premise of the recipient is as follows:

The agreement of the parties in relation to other details for notice and the effective time ofnotice is as follows:

16

Other supplemental agreement

4Signing Block

Party A:

Party B:

Signature of authorized representative:

Signature of authorized representative:

Title of authorized representative:

Title of authorized representative:

Company chop:Company chop:5