<PAGE>
                                                                     EXHIBIT 1.1
                                                                TO ANNUAL REPORT
                                                                    ON FORM 20-F

                             ARTICLES OF ASSOCIATION

                                       OF

                        GUANGSHEN RAILWAY COMPANY LIMITED

      (Approved by Special Resolution passed by the shareholder's general
                        meeting held on March 14, 1996)
                     (Amended by Special Resolution Adopted
          at the Shareholders' General Meeting Held on June 24, 1997)
       (Amended by Special Resolution Adopted at the Interim Shareholders'
                   General Meeting Held on February 8, 2001)
           Amended by Special Resolution Adopted at the Shareholders'
                     General Meeting Held on June 28, 2002
           Amended by Special Resolution Adopted at the Shareholders'
                     General Meeting Held on June 10, 2004

                                 March 14, 1996
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                                TABLE OF CONTENTS

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<S>                                                                                                      <C>
CHAPTER 1:   GENERAL PROVISIONS.........................................................................  1
CHAPTER 2:   PURPOSES AND SCOPE OF BUSINESS.............................................................  2
CHAPTER 3:   SHARES AND REGISTERED CAPITAL..............................................................  3
CHAPTER 4:   REDUCTION OF CAPITAL AND REPURCHASE OF SHARES..............................................  5
CHAPTER 5:   FINANCIAL ASSISTANCE FOR ACQUISITION OF the company's SHARES...............................  7
CHAPTER 6:   SHARE CERTIFICATES AND REGISTER OF SHAREHOLDERS............................................  8
CHAPTER 7:   SHAREHOLDERS' RIGHTS AND OBLIGATIONS....................................................... 12
CHAPTER 8:   SHAREHOLDERS' GENERAL MEETINGS............................................................. 15
CHAPTER 9:   SPECIAL PROCEDURES FOR VOTING BY A CLASS OF SHAREHOLDERS................................... 23
CHAPTER 10:  BOARD OF DIRECTORS......................................................................... 25
CHAPTER 11:  SECRETARY OF THE BOARD OF DIRECTORS........................................................ 29
CHAPTER 12:  GENERAL MANAGER............................................................................ 29
CHAPTER 13:  SUPERVISORY COMMITTEE...................................................................... 30
CHAPTER 14:  THE QUALIFICATIONS AND DUTIES OF THE DIRECTORS, SUPERVISORS, GENERAL MANAGER,
             DEPUTY GENERAL MANAGERS AND OTHER SENIOR ADMINISTRATIVE OFFICERS OF THE COMPANY............ 32
CHAPTER 15:  FINANCIAL AND ACCOUNTING SYSTEMS AND PROFIT DISTRIBUTION................................... 38
CHAPTER 16:  APPOINTMENT OF ACCOUNTING FIRM............................................................. 41
CHAPTER 17:  INSURANCE.................................................................................. 44
CHAPTER 18:  LABOUR AND PERSONNEL MANAGEMENT SYSTEMS.................................................... 44
CHAPTER 19:  TRADE UNION................................................................................ 44
CHAPTER 20:  MERGER AND DIVISION OF THE COMPANY......................................................... 44
CHAPTER 21:  DISSOLUTION AND LIQUIDATION................................................................ 46
CHAPTER 22:  PROCEDURES FOR AMENDMENT OF THE COMPANY'S ARTICLES OF ASSOCIATION.......................... 48
CHAPTER 23:  SETTLEMENT OF DISPUTES..................................................................... 48
CHAPTER 24:  SUPPLEMENTARY.............................................................................. 50
</TABLE>

<PAGE>

                           ARTICLES OF ASSOCIATION OF
                       GUANGSHEN RAILWAY COMPANY LIMITED

      (Approved by Special Resolution passed by the shareholders' general
                        meeting held on March 14, 1996)
                     (Amended by Special Resolution Adopted
          at the Shareholders' General Meeting Held on June 24, 1997)
      (Amended by Special Resolution Adopted at the Interim Shareholders'
                   General Meeting Held on February 8, 2001)
          (Amended by Special Resolution Adopted at the Shareholders'
                     General Meeting Held on June 28, 2002)
          (Amended by Special Resolution Adopted at the Shareholders'
                     General Meeting Held on June 10, 2004)

                          CHAPTER 1: GENERAL PROVISIONS

Article 1.  The Company is a joint stock limited company established in
            accordance with the "Company Law of the People's Republic of China"
            (the "Company Law"), "State Council's Special Regulations Regarding
            the Issue of Shares Overseas and the Listing of Shares Overseas by
            Companies Limited by Shares" (the "Special Regulations") and other
            relevant laws and regulations of the State.

            The Company was established by way of promotion with the approval
            under the document "Ti Gai Sheng" [1995] No.151 of the Peoples'
            Republic of China's State Commission for Restructuring the Economic
            System. It is registered with and has obtained a business licence
            from the Administration Bureau of Industry and Commerce of Shenzhen,
            Guangdong Province, the PRC on the sixth (6) day of March 1996. The
            number of the Company's business licence is Shen Si Zi N12183.

            The promoter of the Company is Guangzhou Railway (Group) Company.

Article 2.  The Company's registered name in Chinese is [COMPANY NAME IN
            CHINESE] and in English is: GUANGSHEN RAILWAY COMPANY LIMITED

Article 3.  The Company's address :     No. 1052, Heping Road, Shenzhen, China
            Zip Code              :     518010
            Telephone             :     (0755) 25584891
            Facsimile             :     (0755)25591480

Article 4.  The Company's legal representative is the Chairman of the board of
            directors of the Company.

Article 5.  The Company is a joint stock limited company in perpetual existence.

Article 6.  In accordance with the Company Law, the Special Regulations,
            "Mandatory Provisions for the Articles of Association of Companies
            to be Listed Outside China" (the "Mandatory Provisions") and other
            relevant laws and administrative regulations of the State, the
            Company held a shareholders' general meeting on 14 March 1996 to
            amend the Company's articles of association which were approved by
            shareholders' general meeting on 22 January 1996 (the "Original
            Articles of Association") and to formulate these articles of
            association of the Company.

Article 7.  The Original Articles of Association have taken effect since the
            completion of registration formalities with the Administration
            Bureau of Industry and Commerce of Shenzhen, Guangdong Province, the
            PRC.

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            These articles of association of the Company will take effect after
            it is approved by the Securities Committee of the State Council and
            the companies approving department authorized by the State Council.
            The Original Articles of Association of the Company will be replaced
            by these articles of association of the Company when the latter take
            effect.

            The Company shall, within the period stipulated by laws or
            administrative regulations, process the registration of changing of
            mandatory registered items due to the amendment of the Original
            Articles of Association.

Article 8.  From the date of these articles of association becoming effective,
            these articles of association constitute a legally binding document
            regulating the Company's organisation and activities, and the rights
            and obligations between the Company and each shareholder and among
            the shareholders inter se.

Article 9.  These articles of association are binding on the Company and its
            shareholders, directors, supervisors, general manager, deputy
            general managers and other senior administrative officers of the
            Company; all of whom are entitled to claim rights concerning the
            affairs of the Company in accordance with these articles of
            association.

            These articles of association are actionable by a shareholder
            against the Company and vice versa, by shareholders against each
            other and by a shareholder against the directors, supervisors,
            general manager, deputy general managers and other senior
            administrative officers of the Company.

            The actions referred to in the preceding paragraph include court
            proceedings and arbitration proceedings.

Article 10. The Company may invest in other limited liability companies or joint
            stock limited companies. The Company's liabilities to an investee
            company shall be limited to the amount of its capital contribution
            to the investee company.

            Upon approval of the companies approving department authorized by
            the State Council, the Company may, according to its need of
            operation and management, operate as a holding company as prescribed
            in the second paragraph of Article 12 of the Company Law.

Article 11. On condition of compliance with applicable laws and administrative
            regulations of the People's Republic of China ("PRC"), the Company
            has the power to raise and borrow money which power includes without
            limitation the issue of debentures, the charging or pledging of part
            or whole of the Company's business or properties and other rights
            permitted by PRC laws and administrative regulations.

            CHAPTER 2:PURPOSES AND SCOPE OF BUSINESS

Article 12. The business purposes of the Company are: to utilise the public
            funding in and outside the country for the purpose of improving the
            Company's standard of technology, the standard of the equipment, the
            quality of the service, to improve the Company's market
            competitiveness, to ensure the safety of railway transportation, to
            accelerate the development of the railway transportation

                                        2

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            business, to become a first class international railway
            transportation enterprise and to let the shareholders have a
            reasonable financial benefit as well as a satisfactory return on
            capital.

Article 13. The scope of business of the Company shall comply with those items
            approved by the companies registration authority. The scope of
            business of the Company includes railway passenger and freight
            transportation services; technical services for railway facilities;
            engaging in domestic commercial activities, materials supply (not
            including monopolized commodities), establishing various enterprises
            (specific items to be reported separately).

Article 14. The Company may, according to its ability to develop, and upon the
            approval by special resolution adopted by the shareholders' general
            meeting and the approval of the relevant state governing authority,
            adjust its scope of business or investment orientation and method
            etc.

            CHAPTER 3: SHARES AND REGISTERED CAPITAL

Article 15. There must, at all times, be ordinary shares in the Company. Subject
            to the approval of the companies approving department authorized by
            the State Council, the Company may, according to its requirements,
            create other classes of shares.

Article 16. The shares issued by the Company shall have a par value of Renminbi
            one yuan.

            The Renminbi referred to in the preceding paragraph is the legal
            currency of the People's Republic of China.

Article 17. Subject to the approval of the securities authority of the State
            Council, the Company may issue and offer shares to domestic
            investors or foreign investors for subscription.

            Foreign investors referred to in the preceding paragraph mean those
            investors of foreign countries and regions of Hong Kong, Macau and
            Taiwan who subscribe for shares issued by the Company. Domestic
            investors means those investors within the territory of the PRC
            (excluding investors of the regions referred to in the preceding
            sentence) who subscribe for shares issued by the Company.

Article 18. Shares issued by the Company to domestic investors for subscription
            in Renminbi shall be referred to as "Domestic-Invested Shares".
            Shares issued by the Company to foreign investors for subscription
            in foreign currencies shall be referred to as "Foreign-Invested
            Shares". Foreign-Invested Shares which are listed overseas are
            called "Overseas-Listed Foreign-Invested Shares".

            The foreign currencies referred to in the preceding paragraph mean
            the legal currencies (apart from Renminbi) of other countries or
            districts which are recognized by the foreign exchange control
            authority of the State and can be used to pay the Company for the
            share price.

Article 19. Overseas-Listed Foreign-Invested Shares issued by the Company and
            listed in Hong Kong shall be called "H Shares". H Shares are shares
            which have been admitted for listing on The Stock Exchange of Hong
            Kong Limited (the "Stock

                                        3
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            Exchange"), the par value of which is denominated in Renminbi and
            which are subscribed for and traded in Hong Kong dollars.

Article 20. Subject to the approval of companies approving department authorized
            by the State Council, the Company may issue 2,904,250,000 shares to
            Guangzhou Railway (Group) Company (the "Promoter") on the
            establishment of the Company.

Article 21. The Company made its first increase of capital after its
            incorporation by issuing 1,431,300,000 H shares, including those by
            the exercise of over-allotment options.

            Upon the increase of capital by issuing shares as referred to in the
            preceding paragraph, the share capital structure of the Company is:
            4,335,550,000 ordinary shares, out of which 2,904,250,000 shares are
            held by the Promoter, representing 66.99% of the total ordinary
            shares, and 1,431,300,000 shares are held by holders of H Share,
            representing 33.01% of the total ordinary shares.

Article 22. Upon approval by the securities governing authority of the State
            Council of the proposal to issue Overseas-Listed Foreign-Invested
            Shares and Domestic-Invested Shares, the Company's board of
            directors may make implementing arrangements for separate issues.

            The Company's proposal to issue separately Overseas-Listed
            Foreign-Invested Shares, and Domestic-Invested Shares pursuant to
            the preceding paragraph may be implemented within fifteen (15)
            months from the date of the approval of Securities Committee of the
            State Council.

Article 23. In respect of the total number of shares as stated in a shares
            issuing proposal, where the Company shall separately issue
            Overseas-Listed Foreign-Invested Shares and Domestic-Invested
            Shares, these respective shares shall be fully subscribed for at
            their respective offerings. If the shares cannot be fully subscribed
            for at their offerings due to some special circumstances, then
            subject to the approval of the Securities Committee of the State
            Council the shares may be issued by installments.

Article 24. The Company's registered capital is Renminbi 4,335,550,000.

Article 25. The Company may, based on its requirements for operation and
            development and in accordance with the relevant provisions of these
            articles of association, approve an increase of capital.

            The Company may increase its capital in the following ways:

            (1)   offering new shares to non-specially-designated investors for
                  subscription;

            (2)   placing new shares to its existing shareholders;

            (3)   distributing new shares to its existing shareholders;

            (4)   any other ways permitted by laws and administrative
                  regulations.

                                        4


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            The Company's increase of capital by issuing new shares shall, after
            being approved in accordance with the provisions of these articles
            of association, be conducted in accordance with the procedures
            stipulated by relevant laws and administrative regulations of the
            State.

Article 26. Unless otherwise provided by law or administrative regulation,
            shares in the Company are freely transferable and are not subject to
            any lien.

            CHAPTER 4: REDUCTION OF CAPITAL AND REPURCHASE OF SHARES

Article 27. In accordance with the provisions of these articles of association,
            the Company may reduce its registered capital.

Article 28. When the Company reduces its registered capital, it must draw up a
            balance sheet and an inventory of assets.

            The Company shall notify its creditors within ten (10) days of the
            date of the Company's resolution for reduction of capital and shall
            publish a notice in a newspaper at least three times within thirty
            (30) days of the date of such resolution. A creditor has the right
            within thirty (30) days of receiving the notice from the Company or,
            in the case of a creditor who does not receive the notice, within
            ninety (90) days of the date of the first public notice, to demand
            the Company to repay its debts or provide a corresponding guarantee
            for such debt.

            The Company's registered capital after reduction shall not be less
            than the statutory minimum amount.

Article 29. The Company may, with approval according to the procedures provided
            in these articles of association and subject to the approval of the
            relevant governing authority of the State, repurchase its issued
            shares under the following circumstances:

            (1)   cancellation of shares for the reduction of its capital;

            (2)   merging with another company that holds shares in the Company;

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

Article 30. The Company may, with the approval of the relevant State governing
            authority for repurchasing its shares, conduct the repurchase in one
            of the following ways:

            (1)   making a pro rata general offer of repurchase to all its
                  shareholders;

            (2)   repurchasing shares through public dealing on a stock
                  exchange;

            (3)   repurchase by an off-market agreement.

                                        5

<PAGE>


Article 31. Where the Company repurchases its shares by an off-market agreement,
            the prior sanction of shareholders' general meeting shall be
            obtained in accordance with these articles of association. The
            Company may release or vary a contract so entered into by the
            Company or waive its rights therein with the prior approval of
            shareholders' general meeting obtained in the same manner.

            A contract to repurchase shares referred to in the preceding
            paragraph includes (without limitation) an agreement to become
            obliged to repurchase or an acquisition of the right to repurchase
            shares of the Company.

            The Company shall not assign the contract for repurchasing its
            shares or any rights therein.

Article 32. Shares repurchased in accordance with law by the Company shall be
            cancelled within the period prescribed by laws and administrative
            regulations, and the Company shall apply to the original companies
            registration authority for registration of the change of its
            registered capital.

            The amount of the Company's registered capital shall be reduced by
            the aggregate par value of those cancelled shares.

Article 33. Unless the Company is in the course of liquidation, it must comply
            with the following provisions in relation to repurchase of its
            outstanding shares:

            (1)   where the Company repurchases shares of the Company at par
                  value, payment shall be made out of book surplus distributable
                  profits of the Company or out of proceeds of a fresh issue of
                  shares made for that purpose;

            (2)   where the Company repurchases shares of the Company at a
                  premium to its par value, payment up to the par value may be
                  made out of the book surplus distributable profits of the
                  Company or out of the proceeds of a fresh issue of shares made
                  for that purpose. Payment of the portion in excess of the par
                  value shall be effected as follows:

                  (i)   if the shares being repurchased were issued at par
                        value, payment shall be made out of the book surplus
                        distributable profits of the Company;

                  (ii)  if the shares being repurchased were issued at a premium
                        to its par value, payment shall be made out of the book
                        surplus distributable profits of the Company or out of
                        the proceeds of a fresh issue of shares made for that
                        purpose, provided that the amount paid out of the
                        proceeds of the fresh issue shall not exceed the
                        aggregate of premiums received by the Company on the
                        issue of the shares repurchased nor the current amount
                        of the Company's capital common reserve fund account
                        (including the premiums on the fresh issue) at the time
                        of the repurchase;

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            (3)   payment by the Company in consideration of the following shall
                  be made out of the Company's distributable profits:

                  (i)   acquisition of rights to repurchase shares of the
                        Company;

                  (ii)  variation of any contract to repurchase shares of the
                        Company;

                  (iii) release of any of the Company's obligations under any
                        contract to repurchase shares of the Company;

            (4)   after the Company's registered capital has been reduced by the
                  total par value of the cancelled shares in accordance with the
                  relevant provisions, the amount deducted from the
                  distributable profits of the Company for paying up the
                  par-value portion of the shares repurchased shall be
                  transferred to the Company's capital common reserve fund
                  account.

     CHAPTER 5: FINANCIAL ASSISTANCE FOR ACQUISITION OF THE COMPANY'S SHARES

Article 34. The Company and its subsidiaries shall not, by any means at any
            time, provide any kind of financial assistance to a person who is
            acquiring or is proposing to acquire shares in the Company. The said
            acquirer of shares of the Company includes a person who directly or
            indirectly incurs any obligations due to the acquisition of shares
            in the Company.

            The Company and its subsidiaries shall not, by any means at any
            time, provide financial assistance to the said obligor as referred
            to in the preceding paragraph for the purpose of reducing or
            discharging the obligations assumed by that person.

            This Article shall not apply to the circumstances specified in
            Article 36 of this Chapter.

Article 35. For the purpose of this Chapter, "financial assistance" includes
            (without limitation) the following meanings:

            (1)   gift;

            (2)   guarantee (including the assumption of liability by the
                  guarantor or the provision of assets by the guarantor to
                  secure the performance of obligations by the obligor), or
                  compensation (other than compensation in respect of the
                  Company's own default) or release or waiver of any rights;

            (3)   provision of loan or any other agreement under which the
                  obligations of the Company are to be fulfilled before the
                  obligations of another party or the novation of the parties
                  to, or the assignment of rights arising under, such loan or
                  agreement;

            (4)   any other form of financial assistance given by the Company
                  when the Company is insolvent or has no net assets or when its
                  net assets would thereby be reduced to a material extent.

                                        7

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            For the purpose of this Chapter, "incurring any obligations"
            includes the incurring of obligations by the obligor through
            changing of the obligor's financial position by way of contract or
            the making of arrangement (whether enforceable or not, and whether
            made on its own account or with any other person), or by any other
            means.

Article 36. The following, shall not be deemed to be activities prohibited by
            Article 34 of this Chapter.

            (1)   the provision of financial assistance by the Company where the
                  financial assistance is given in good faith in the interests
                  of the Company, and the principal purpose in giving the
                  financial assistance is not for the acquisition of shares in
                  the Company, or the giving of the financial assistance is an
                  incidental part of some overall plan of the Company;

            (2)   the lawful distribution of the Company's assets by way of
                  dividend;

            (3)   the allotment of bonus shares as dividends;

            (4)   a reduction of registered capital, a repurchase of shares of
                  the Company or a reorganization of the share capital structure
                  of the Company effected in accordance with these articles of
                  association;

            (5)   the lending of money by the Company within its scope of
                  business for its normal business activities (provided that the
                  net assets of the Company are not thereby reduced or that, to
                  the extent that the assets are thereby reduced, the financial
                  assistance is provided out of distributable profits of the
                  Company);

            (6)   the provision of money by the Company for contributions to
                  staff and workers' shares schemes (provided that the net
                  assets of the Company are not thereby reduced or that, to the
                  extent that the assets are thereby reduced, the financial
                  assistance is provided out of distributable profits of the
                  Company).

           CHAPTER 6: SHARE CERTIFICATES AND REGISTER OF SHAREHOLDERS

Article 37. Share certificates of the Company shall be in registered form.

            The following items shall be stated on the share certificate of the
            Company:

            (1)   the Company's name;

            (2)   the date of registration of the Company;

            (3)   the class of the share certificate, the par value and the
                  number of shares represented by the share certificate;

            (4)   the serial number of the share certificate:

            (5)   other items required to be stated by the stock exchange on
                  which the Company's shares are listed.

                                        8

<PAGE>

Article 38. Share certificates of the Company shall be signed by the Chairman of
            the Company's board of directors. Where the stock exchange on which
            the Company's shares are listed requires other senior administrative
            officer(s) of the Company to sign on the share certificates, the
            share certificates shall also be signed by such senior
            administrative officer(s). The share certificates shall take effect
            after being sealed or printed with the special seal for securities
            of the Company. The share certificates shall only be sealed with the
            Company's special seal for securities under the authorization of the
            board of directors. The signatures of the Chairman of board of
            directors or other senior administrative officer(s) of the Company
            may be printed in mechanical form.

Article 39. The Company shall keep a register of its shareholders and enter in
            the register the following particulars:

            (1)   the name (title) and address (residence), the occupation or
                  nature of each shareholder;

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

            (3)   the amount paid or payable on the shares of each shareholder;

            (4)   the share certificate numbers of the shares held by each
                  shareholder;

            (5)   the date on which each person was entered in the register as a
                  shareholder;

            (6)   the date on which any shareholder ceased to be a shareholder.

            Unless contrary evidence is shown, the register of shareholders
            shall be sufficient evidence of the shareholders' shareholdings in
            the Company.

Article 40. The Company may, in accordance with the mutual understanding and
            agreements between the securities governing authority of the State
            Council and overseas securities regulatory organizations; maintain
            the register of shareholders of Overseas-Listed Foreign-Invested
            Shares overseas and appoint overseas agent(s) to manage such share
            register.

            The original share register for holders of H Shares shall be
            maintained in Hong Kong.

            A duplicate of the share register for holders of Overseas-Listed
            Foreign-Invested Shares shall be maintained at the Company's
            address. The appointed overseas agent(s) shall at all times ensure
            the consistency between the original and the duplicate of the share
            register.

            If there is any inconsistency between the original and the duplicate
            of the share register for holders of Overseas-Listed
            Foreign-Invested Shares, the original shall prevail.

Article 41. The Company shall have a complete register of shareholders which
            shall comprise the following:

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<PAGE>

            (1)   a part of the shareholders' register maintained at the
                  Company's address other than those parts mentioned in
                  sub-paragraphs (2) and (3) of this Article;

            (2)   a part of the shareholders' register in respect of the holders
                  of Overseas-Listed Foreign-Invested Shares of the Company
                  maintained in the place of the overseas stock exchange on
                  which the shares are listed; and

            (3)   any other parts of the shareholders' register maintained at
                  such other places as the board of directors may consider
                  necessary for the purpose of listing the shares of the
                  Company.

Article 42. Different parts of the shareholders' register shall not overlap. No
            transfer of any shares registered in any part of the register shall,
            during the continuance of that registration, be registered in any
            other part of the register.

            All the fully paid-up H Shares can be freely transferred in
            accordance with these articles of association. However, the board of
            directors may refuse to recognise any instrument of transfer without
            giving any reason, unless:

            (1)   a fee (for each instrument of transfer) of two dollars and
                  fifty cents Hong Kong dollars or any higher fee as agreed by
                  the Stock Exchange has been paid to the Company for
                  registration of any transfer instrument or any other document
                  which is related to or will affect ownership of the shares;

            (2)   the instrument of transfer only involves H Shares;

            (3)   the stamp duty chargeable on the instrument of transfer has
                  been paid;

            (4)   the relevant share certificate and upon the reasonable request
                  of the board of directors any evidence in relation to the
                  right of the transferor to transfer the shares have been
                  submitted;

            (5)   if it is intended to transfer the shares to joint owners, then
                  the maximum number of joint owners shall not exceed four (4);

            (6)   the Company does not have any lien on the relevant shares.

                  The alteration and rectification of each part of the
                  shareholders' register shall be carried out in accordance with
                  the laws of the place where the register is maintained.

                  If the Company refuses to register, any transfer of shares,
                  the Company shall within two months of the formal application
                  for the transfer provide the transferor and the transferee
                  with a notice of refusal to register such transfer.

Article 43. No changes in the shareholders' register due to the transfer of
            shares may be made within thirty (30) days before the date of a
            shareholder' general meeting or within five (5) days before the
            record date for the Company's distribution of dividends.

Article 44. Where the Company decides to convene a shareholders' general meeting
            distribute dividends, liquidate or carry out other activities which
            would require

                                       10


<PAGE>

            the determination of shareholdings, the board of directors shall fix
            a record date for the purpose of determining shareholdings. A person
            who is registered in the register as shareholders of the Company at
            the end of the record date shall be a shareholder of the Company.

Article 45. Any person aggrieved and claiming to be entitled to have his name
            (title) to be entered in or removed from the register of
            shareholders may apply to a court of competent jurisdiction for
            rectification of the register.

Article 46. Any person who is a registered shareholder on the register of
            shareholders or who claims to be entitled to have his name (title)
            entered into the register of shareholders in respect of shares in
            the Company may, if his share certificate (the "original
            certificate") relating to the shares is lost, apply to the Company
            for a replacement new share certificate in respect of such shares
            (the "Relevant Shares").

            If a shareholder of Domestic-Invested Shares loses his share
            certificate and applies for a replacement new certificate, it shall
            be dealt with in accordance with article 150 of the Company Law.

            If a shareholder of Overseas-Listed Foreign-Shares loses his share
            certificate and applies for a replacement new share certificate, it
            may be dealt with in accordance with the law of the place where the
            original register of holders of Overseas-Listed Foreign-Invested
            Shares is maintained, rules of the stock exchange or other relevant
            regulations.

            If a shareholder of H Shares loses his share certificate, the issue
            of a replacement new share certificate shall comply with the
            following requirements:

            (1)   The applicant shall submit an application in a standard form
                  prescribed by the Company and accompanied by a notarial
                  certificate or a statutory declaration (i) stating the grounds
                  upon which the application is made and the circumstances and
                  the evidence of the loss of share certificate; and (ii)
                  declaring that no other person is entitled to have his name
                  entered in respect of the Relevant Shares.

            (2)   Before the Company decides to issue the replacement new share
                  certificate, no statement made by any person other than the
                  applicant declaring that his name shall be entered in the
                  register of shareholders in respect of such shares has been
                  received.

            (3)   The Company shall, if it intends to issue a replacement new
                  share certificate to the applicant, publish a notice of its
                  intention at least once every thirty (30) days in a period of
                  ninety (90) consecutive days in such newspapers as may be
                  prescribed by the board of directors.

            (4)   The Company shall have, prior to publication of its intention
                  to issue a replacement new share certificate, delivered to the
                  stock exchange on which its shares are listed a copy of the
                  notice to be published and may publish the notice upon
                  receiving confirmation from such stock exchange that the
                  notice has been exhibited in the premises of the stock
                  exchange. Such notice shall be exhibited in the premises of
                  Stock Exchange for a period of 90 days.

                                       11


<PAGE>

                  In the case of an application made without the consent of the
                  registered holder of the Relevant Shares, the Company shall
                  deliver by mail to such registered shareholder a copy of the
                  notice to be published;

            (5)   If, by the expiration of the 90-day period referred to in
                  paragraphs (3) and (4) of this Article, the Company shall not
                  have received from any person notice of any disagreement to
                  such application, the Company may issue a replacement new
                  share certificate to the applicant accordingly.

            (6)   Where the Company issues a replacement new share certificate
                  under this Article, it shall forthwith cancel the original
                  share certificate and enter the cancellation and issue in the
                  register of shareholders accordingly.

            (7)   All expenses relating to the cancellation of an original share
                  certificate and the issue of a replacement new share
                  certificate by the Company shall be borne by the applicant and
                  the Company is entitled to refuse to take any action until
                  reasonable security is provided by the applicant.

Article 47. Where the Company issues a replacement new share certificate
            pursuant to these articles of association, the name (title) of a
            bona fide purchaser gaining possession of such new share certificate
            or the person who is subsequently entered in the register of
            shareholders as holder of such shares (if he is a bona fide
            purchaser) shall not be removed from the register of shareholders.

Article 48. The Company shall not be liable for any damages sustained by any
            person by reason of the cancellation of the original share
            certificate or the issue of the new share certificate, unless the
            claimant proves that the Company has acted deceitfully.

                 CHAPTER 7: SHAREHOLDERS' RIGHTS AND OBLIGATIONS

Article 49. A shareholder of the Company is a person who lawfully holds shares
            in the Company and whose name (title) is entered in the register of
            shareholders.

            A shareholder shall enjoy rights and bear obligations according to
            the class and proportion of the shares held by him; shareholders who
            hold shares of the same class shall enjoy the same rights and bear
            the same obligations.

Article 50. The ordinary shareholders of the Company shall enjoy the following
            rights:

            (1)   the right to dividends and other distributions in proportion
                  to number of shares held;

            (2)   the right to attend or appoint a proxy to attend shareholders'
                  general meetings and to vote thereat;

            (3)   the right of supervisory management over the Company's
                  business operations, and the right to present proposals or
                  enquiries;

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<PAGE>

            (4)   the right to transfer shares in accordance with laws,
                  administrative regulations and provisions of these articles of
                  association;

            (5)   the right to obtain relevant information in accordance with
                  the provisions of these articles of association, including:

                  (i)   the right to obtain a copy of these articles of
                        association, subject to payment of the cost of such
                        copy;

                  (ii)  the right to inspect and copy, subject to payment of a
                        reasonable charge:

                        (a)   all parts of the register of shareholders;

                        (b)   personal particulars of each of the Company's
                              directors, supervisors, general manager, deputy
                              general managers and other senior administrative
                              officers, inclining:

                              (aa)  present name and alias and any former name
                                    or alias;

                              (bb)  principal address (residence);

                              (cc)  nationality;

                              (dd)  primary and all other part-time occupations
                                    and duties;

                              (ee)  identification document and its number;

                        (c)   state of the Company's share capital;

                        (d)   reports showing the aggregate par value, quantity,
                              highest and lowest price paid in respect of each
                              class of shares repurchased by the Company since
                              the end of last accounting year and the aggregate
                              amount paid by the Company for this purpose; and

                        (e)   minutes of shareholders' general meetings;

            (6)   in the event of the termination or liquidation of the Company,
                  to participate in the distribution of surplus assets of the
                  Company in accordance with the number of shares held;

            (7)   other rights conferred by laws, administrative regulations and
                  these articles of association.

Article 51. The ordinary shareholders of the Company shall assume the following
            obligations:

            (1)   to abide by these articles of association;

            (2)   to pay subscription monies according to the number of shares
                  subscribed and the method of subscription;

                                       13

<PAGE>

            (3)   other obligations imposed by laws, administrative regulations
                  and these articles of association.

            Shareholders are not liable to make any further contribution to the
            share capital other than as agreed by the subscriber of the relevant
            shares on subscription.

Article 52. In addition to the obligations imposed by laws and administrative
            regulations or required by the listing rules of the stock exchange
            on which shares of the Company are listed, a controlling shareholder
            shall not exercise his voting rights in respect of the following
            matters in a manner prejudicial to the interests of the shareholders
            generally or of some of the shareholders of the Company:

            (1)   to relieve a director or supervisor of his duty to act
                  honestly in the best interests of the Company;

            (2)   to approve the expropriation by a director or supervisor (for
                  his own benefit or for the benefit of another person), in any
                  guise, of the Company's assets, including (without limitation)
                  opportunities beneficial to the Company;

            (3)   to approve the expropriation by a director or supervisor (for
                  his own benefit or for the benefit of another person) of the
                  individual rights of other shareholders including (without
                  limitation) rights to distributions and voting rights save
                  pursuant to a restructuring submitted to the shareholders'
                  general meeting for approval in accordance with these articles
                  of association.

Article 53. For the purpose of the foregoing Article, a "controlling
            shareholder" means a person who satisfies any one of the following
            conditions:

            (1)   he alone or acting in concert with others has the power to
                  elect more than half of the board of directors;

            (2)   he alone or acting in concert with others has the power to
                  exercise or to control the exercise of 30 per cent or more of
                  the voting rights in the Company;

            (3)   he alone or acting in concert with others holds 30 per cent or
                  more of the outstanding shares of the Company;

            (4)   he alone or acting in concert with others in any other manner
                  controls the Company in fact.

Article 54. Subject to the compliance of relevant laws, regulations and rules,
            where the Company intends to issue preference shares, the rights and
            obligations of holders of such shares shall be resolved upon by the
            shareholders in general meeting.

                                       14

<PAGE>

                    CHAPTER 8: SHAREHOLDERS' GENERAL MEETINGS

Article 55. The shareholders' general meeting is the organ of authority of the
            Company and shall exercise its functions and powers in accordance
            with law.

Article 56. The shareholders' general meeting shall have the following functions
            and powers:

            (1)   to decide on the Company's operational policies and investment
                  plans;

            (2)   to elect and replace directors and decide on matters relating
                  to the remuneration of directors;

            (3)   to elect and replace the supervisors who are representatives
                  of shareholders and decide on matters relating to the
                  remuneration of supervisors;

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

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

            (6)   to examine and approve the Company's proposed annual
                  preliminary and final financial budgets;

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

            (8)   to decide on increases or reductions in the Company's
                  registered capital;

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

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

            (11)  to decide on the appointment, dismissal and disengagement of
                  the accounting firm of the Company;

            (12)  to amend these articles of association;

            (13)  to consider motions raised by shareholders who represent 5 per
                  cent or more of the total shares of the Company carrying the
                  right to vote;

            (14)  to decide on other matters which require resolutions of the
                  shareholders in general meeting according to relevant laws,
                  administrative regulations and provisions of these articles of
                  association;

            (15)  to decide on matters which the board of directors may be
                  delegated or authorized to deal with by the shareholders in
                  general meeting.

                                       15

<PAGE>

Article 57. The Company shall not, without the prior approval of shareholders in
            general meeting, enter into any contract with any person other than
            a director, supervisor; general manager, deputy general manager or
            other senior administrative officer whereby the management and
            administration of the whole or any substantial part of the business
            of the Company is to be handed over to such person.

Article 58. Shareholders' general meetings are divided into annual general
            meetings and interim general meetings. Shareholders' general
            meetings shall be convened by the board of directors. Annual general
            meetings are held once every year and within six (6) months from the
            end of the preceding financial year.

            Under any of the following circumstances, the board of directors
            shall convene an interim general meeting within two (2) months:

            (1)   when the number of directors is less than the number of
                  directors required by the Company law or two-thirds of the
                  number of directors specified in these articles of
                  association;

            (2)   when the unrecovered losses of the Company amount to one third
                  of the total amount of its share capital;

            (3)   when the shareholder(s) holding 10 per cent or more of the
                  Company's outstanding shares carrying voting rights request(s)
                  in writing the convening of an interim general meeting;

            (4)   when deemed necessary by the board of directors or as
                  requested by the supervisory committee.

Article 59. When the company convenes a shareholders' general meeting, written
            notice of the meeting shall be given forty-five (45) days before the
            date of the meeting to notify all of the shareholders in the share
            register of the matters to be considered and the date and the place
            of the meeting. A shareholder who intends to attend the meeting
            shall deliver his written reply concerning the attendance of the
            meeting to the Company twenty (20) days before the date of the
            meeting.

Article 60. When the Company convenes a shareholders' annual general meeting,
            shareholders holding 5 per cent or more of the total voting shares
            of the Company shall have the right to propose new motions in
            writing, and the Company shall place those matters in the proposed
            motions within the scope of functions and powers of the
            shareholders' general meeting on the agenda.

Article 61. The Company shall, based on the written replies received twenty (20)
            days before the date of the shareholders' general meeting from the
            shareholders, calculate the number of voting shares represented by
            the shareholders who intend to attend the meeting. If the number of
            voting shares represented by the shareholders who intend to attend
            the meeting reaches one half or more of the Company's total voting
            shares, the Company may hold the meeting; if not, then the Company
            shall within five (5) days notify the shareholders again by public
            notice of the matters to be considered, the place and date for, the
            meeting. The Company may then hold the meeting after such
            publication of notice.

            An interim shareholders' general meeting shall not decide on any
            matter not stated in the notice of meeting.

                                       16
<PAGE>

Article 62. A notice of meeting of shareholders shall meet the following
            requirements:

            (1)   be in writing;

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

            (3)   state the matters to be discussed at the meeting;

            (4)   provide such information and explanation as are necessary for
                  the shareholders to make an informed decision on the proposals
                  put before them. Without limiting the generality of the
                  foregoing, where a proposal is made to amalgamate the Company
                  with another, to repurchase shares, to reorganize the share
                  capital, or to restructure the Company in any other way, the
                  terms of the proposed transaction must be provided in detail
                  together with copies of the proposed agreement, if any, and
                  the cause and effect of such proposal must be properly
                  explained;

            (5)   contain a disclosure of the nature and extent, if any, of the
                  material interests of any director, supervisor, general
                  manager, deputy general manager or other senior administrative
                  officer in the proposed transaction and the effect of the
                  proposed transaction on them in their capacity as shareholders
                  in so far as it is different from the effect on the interests
                  of the shareholders of the same class;

            (6)   contain the full text of any special resolution to be proposed
                  at the meeting;

            (7)   contain conspicuously a statement that a shareholder entitled
                  to attend and vote is entitled to appoint one or more proxies
                  to attend and vote instead of him and that a proxy need not be
                  a shareholder;

            (8)   specify the time and place for lodging proxy forms for the
                  relevant meeting.

Article 63. Notice of shareholders' general meeting shall be served on the
            shareholders (whether or not entitled to vote at the meeting) by
            delivery or prepaid airmail to their addresses as shown in the
            register of shareholders. For the holders of Domestic-Invested
            Shares, notice of the meetings may be issued by way of public
            notice.

            The public notice referred to in the preceding paragraph shall be
            published in one or more newspapers designated by the securities
            governing authority of the State Council within the interval between
            forty-five (45) days and fifty (50) days before the date of the
            meeting; after the publication of notice, the holders of
            Domestic-Invested Shares shall be deemed to have received the notice
            of the relevant shareholders' general meeting.

Article 64. The accidental omission to give notice of a meeting to, or the
            failure to receive the notice of a meeting by, any person entitled
            to receive notice shall not invalidate the meeting and the
            resolutions made at that meeting.

Article 65. Any shareholder entitled to attend and vote at the shareholders'
            general meeting shall be entitled to appoint one or more other
            persons (whether a shareholder or

                                       17

<PAGE>

            not) as his proxies to attend and vote on his behalf, and a proxy so
            appointed shall be entitled to exercise the following rights
            pursuant to the authorization from that shareholder:

            (1)   the shareholder's right to speak at the meeting;

            (2)   the right to demand or join in demanding a poll;

            (3)   the right to vote by hand or on a poll, but a proxy of a
                  shareholder who has appointed more than one proxy may only
                  vote on a poll.

Article 66. The instrument appointing a proxy shall be in writing under the hand
            of the appointer or his attorney duly authorized in writing, or if
            the appointer is a legal entity, either under seal or under the hand
            of a director or attorney duly authorized.

Article 67. The instrument appointing a voting proxy and, if such instrument is
            signed by a person under a power of attorney or other authority on
            behalf of the appointer, a notarially certified copy of that power
            of attorney or other authority shall be deposited at the address of
            the Company or at such other place as is specified for that purpose
            in the notice convening the meeting, not less than twenty-four (24)
            hours before the time for holding the meeting at which the proxy
            propose to vote or the time appointed for the passing of the
            resolution.

            If the appointor is a legal person, its legal representative or such
            person as is authorized by resolution of its board of directors or
            other governing body may attend at any meeting of shareholders of
            the Company as a representative of the appointor.

Article 68. Any form issued to a shareholder by the board of directors of the
            Company for use by him for appointing a proxy shall be such as to
            enable the shareholder, according to his free will, to instruct the
            proxy to vote in favour of or against the motions, such instructions
            being given in respect of each individual matter to be voted on at
            the meeting. Such a form shall contain a statement that in the
            absence of instructions by the shareholder the proxy may vote as he
            thinks fit.

Article 69. A vote given in accordance with the terms of an instrument of proxy
            shall be valid notwithstanding the death or loss of capacity of the
            appointor or revocation of the proxy or of the authority under which
            the proxy was executed, or the transfer of the shares in respect of
            which the proxy is given, provided that no notice in writing of such
            death, incapacity, revocation or transfer as aforesaid shall have
            been received by the Company before the commencement of the meeting
            at which the proxy is used.

Article 70. A proxy who attends a shareholders' general meeting on behalf of a
            shareholder shall present his identification document.

            If a shareholder who is a legal person appoints its legal
            representative to attend the meeting, the legal representative shall
            present his own identification document and a notarially certified
            copy of the resolution or letter of authorization of the board of
            directors or other governing body of the appointor appointing such
            legal representative.

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<PAGE>

Article 71. Resolutions of shareholders' general meetings shall be divided into
            ordinary resolutions and special resolutions.

            To adopt an ordinary resolution, votes representing more than one
            half of the voting rights represented by the shareholders (including
            proxies) present at the meeting must be exercised in favour of the
            resolution in order for it to be passed.

            To adopt a special resolution, votes representing more than
            two-thirds of the voting rights represented by the shareholders
            (including proxies) present at the meeting must be exercised in
            favour of the resolution in order for it to be passed.

            The shareholders (including proxies) present at the meeting shall
            expressly state their agreement with or objection to every matter to
            be determined by voting. If a shareholder abstains from voting or
            casts an abstention vote, the Company shall disregard such vote as a
            voting share when counting the result of voting.

Article 72. When shareholders (including proxies) vote at the shareholders'
            general meeting, they shall exercise their voting rights according
            to the number of voting shares that they represent. Each share shall
            carry one voting right.

            Where any shareholder is , under the Rules Governing the Listing of
            Securities on The Stock Exchange of Hong Kong Limited, required to
            abstain from voting on a particular resolution or restricted to
            voting only in favour of or 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.

Article 73. At any general meeting of shareholders, a resolution shall be
            decided on a show of hands unless a poll is (before or after any
            vote by show of hands) demanded:

            (1)   by the chairman of the meeting;

            (2)   by at least two shareholders entitled to vote present in
                  person or by proxy;

            (3)   by one or more shareholders present in person or by proxy and
                  individually or collectively representing 10 per cent or more
                  of all shares carrying the right to vote at the meeting.

            Unless a poll be so demanded, a declaration by the chairman that a
            resolution has on a show of hands been carried unanimously, and, an
            entry to that effect in the minutes of the meeting shall be
            conclusive evidence of the fact without proof of the number or
            proportion of the votes recorded in favour of or against such
            resolution.

            The demand for a poll may be withdrawn by the person who makes such
            demand.

Article 74. A poll demanded on the election of the chairman of the meeting, or
            on a question of adjournment of the meeting, shall be taken
            forthwith. A poll demanded on any other question shall be taken at
            such time as the chairman of the meeting directs, and any business
            other than that upon which a poll has been demanded may be proceeded
            with, pending the taking of the poll. The result of the poll shall
            be deemed to be a resolution of the meeting at which the poll was
            demanded.

                                       19

<PAGE>

Article 75. On a poll taken at a meeting, a shareholder (including proxy)
            entitled to two or more votes need not cast all his votes in the
            same way.

Article 76. In the case of an equality of votes, whether on a show of hands or
            on a poll, the chairman of the meeting at which the show of hands
            takes place or at which the poll is demanded shall be entitled to
            one additional vote.

Article 77. The following matters shall be resolved by an ordinary resolution at
            a shareholders' general meeting:

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

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

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

            (4)   annual preliminary and final budgets, balance sheets and
                  profit and loss statements and other financial statements of
                  the Company;

            (5)   matters other than those required by the laws and
                  administrative regulations or by these articles of association
                  to be adopted by special resolutions.

Article 78. The following matters shall be resolved by a special resolution at a
            shareholders' general meeting:

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

            (2)   the issue of debentures of the Company;

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

            (4)   amendments to these Articles of Association;

            (5)   any other matters considered by the shareholders' general
                  meeting, by way of an ordinary resolution, to be of a nature
                  which may have a material impact on the Company and should be
                  adopted by a special resolution.

Article 79. Shareholders requisitioning the convening of interim general
            meetings of shareholders or class meetings shall abide by the
            following procedures:

            (1)   Two or more shareholders holding in aggregate 10 per cent or
                  more of the shares carrying the right to vote at the meeting
                  sought to be held shall sign one or more counterpart
                  requisitions stating the object of the meeting and requiring
                  the board of directors to convene a shareholders'
                  interim general meeting or a class meeting thereof. The board
                  of directors shall as soon as possible proceed to convene the
                  interim general meeting of shareholders or a class meeting
                  thereof after receiving the requisition.

                                       20
<PAGE>

                  The amount of shareholders referred to above shall be
                  calculated as at the date of the deposit of the requisition.

                                       21
<PAGE>

                  (2)  If the board of directors fails to issue a notice of such
                       a meeting within thirty (30) days from the date of the
                       receipt of the requisition, the requisitionists may
                       themselves convene such a meeting in a manner as similar
                       as possible as that in which shareholders' meetings are
                       to be convened by the board of directors within four (4)
                       months from the date of receipt of the requisition by the
                       board of directors.

                  Any reasonable expenses incurred by the requisitionists by
                  reason of the failure of the board of directors to duly
                  convene a meeting shall be repaid to the requisitionists by
                  the Company and any sum so repaid shall be set off against
                  sums owed by the Company to the directors in default.

Article 80.       The Chairman of the board of directors shall convene and
                  take the chair of every shareholders' general meeting. If the
                  Chairman is unable to attend the meeting for any reason, the
                  vice-chairman of the board of directors shall convene and take
                  the chair of the meeting. If both the Chairman and vice
                  chairman of the board of directors are unable to attend the
                  meeting, then 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,
                  shareholders present shall choose one person to be the
                  chairman of the meeting. If for any reason, the shareholders
                  shall fail to elect a chairman, then the shareholder
                  (including proxy) present in person or by proxy and holding
                  the largest number of shares carrying the right to vote
                  thereat shall be the chairman of the meeting.

Article 81.       The chairman of the meeting shall be responsible for the
                  determination of whether a resolution is passed. His decision,
                  which is final and conclusive, shall be announced at the
                  meeting and recorded in the minute book.

Article 82.       If the chairman of the meeting has any doubt as to the
                  result of a resolution put to the vote of the meeting, he may
                  have the votes counted. If the chairman of the meeting fails
                  to have the votes counted, any shareholder who is present in
                  person or by proxy and who objects to the result announced by
                  the chairman of the meeting may demand that the votes be
                  counted immediately after the declaration of the result, the
                  chairman of the meeting shall have the votes counted
                  immediately.

Article 83.       If votes are counted at a shareholder' general meeting, the
                  result of the count shall be recorded in the minute book.

Article 84.       Minutes shall be made in respect of all resolutions passed at
                  a shareholders' general meeting and signed by directors
                  present at the meeting. The minutes, shareholders' attendance
                  lists and proxy forms shall be kept at the Company's legal
                  address.

Article 85.       Copies of the minutes of proceedings of any shareholders'
                  general meeting shall, during business hours of the Company,
                  be open for inspection by any shareholder without charge. If a
                  shareholder demands from the Company a copy of such minutes,
                  the Company shall send a copy of such minutes to him within
                  seven (7) days after having received reasonable charges.

                                      22
<PAGE>

      CHAPTER 9 : SPECIAL PROCEDURES FOR VOTING BY A CLASS OF SHAREHOLDERS

Article 86.       Those shareholders who hold different types of shares are
                  different classes of shareholders.

                  Apart from the holders of other classes of shares, the holders
                  of the Domestic-Invested Shares and holders of Overseas-Listed
                  Foreign-Invested Shares shall be deemed to be shareholders of
                  different classes.

                  A class of shareholders shall, in accordance with laws,
                  administrative regulations and these articles of association,
                  enjoy rights and bear obligations.

Article 87.       Rights conferred on any class of shareholders in the
                  capacity of shareholders ("class rights") may not be varied or
                  abrogated unless approved by a special resolution of
                  shareholders in general meeting and by holders of shares of
                  that class at a separate meeting conducted in accordance with
                  Articles 89 to 93.

Article 88.       The following circumstances shall be deemed to be
                  variation or abrogation of the class rights of a class:

                  (1)      to increase or decrease the number of shares of such
                           class, or increase or decrease the number of shares
                           of a class having voting or equity rights or other
                           privileges equal or superior to those of the shares
                           of such class;

                  (2)      to effect an exchange of all or part of the shares of
                           such class into shares of another class or to effect
                           an exchange or create a right of exchange of all or
                           part of the shares of another class into the shares
                           of such class;

                  (3)      to remove or reduce rights to accrued dividends or
                           rights to cumulative dividends attached to shares of
                           such class;

                  (4)      to reduce or remove a dividend preference or a
                           liquidation preference attached to shares of such
                           class;

                  (5)      to add, remove or reduce conversion privileges,
                           options, voting rights, transfer or pre-emptive
                           rights, or rights to acquire securities of the
                           Company attached to shares of such class;

                  (6)      to remove or reduce rights to receive payment payable
                           by the Company in particular currencies attached to
                           shares of such class;

                  (7)      to create a new class of shares having voting or
                           equity right or other privileges equal or superior to
                           those of the shares of such class;

                  (8)      to restrict the transfer or ownership of the shares
                           of such class or add to such restriction;

                  (9)      to allot and issue rights to subscribe for, or
                           convert into, shares in the Company of such class or
                           another class;

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

                                      23
<PAGE>

                  (11)     to restructure the Company where the proposed
                           restructuring will result in different classes of
                           shareholders bearing a disproportionate burden of
                           such proposed restructuring;

                  (12)     to vary or abrogate the provisions of this Chapter.

Article 89.       Shareholders of the affected class, whether or not
                  otherwise having the right to vote at shareholders' general
                  meetings, shall nevertheless have the right to vote at class
                  meetings in respect of matters concerning sub-paragraphs (2)
                  to (8), (11) and (12) of Article 88, but interested
                  shareholder(s) shall not be entitled to vote at class
                  meetings.

                  The meaning of "interested shareholder(s)" as mentioned in the
                  preceding paragraph is:

                  (1)      in the case of a repurchase of shares by offers to
                           all shareholders or public dealing on a stock
                           exchange under Article 30, a "controlling
                           shareholder" within the meaning of Article 53;

                  (2)      in the case of a repurchase of share by an off-market
                           contract under Article 30, a holder of the shares to
                           which the proposed contract relates;

                  (3)      in the case of a restructuring of the Company, a
                           shareholder within a class who bears less than a
                           proportionate obligation imposed on that class under
                           the proposed restructuring or who has an interest
                           different from the interest of shareholders of that
                           class.

Article 90.       Resolutions of a class meeting of shareholders shall be
                  passed only by votes representing more than two-thirds of the
                  voting rights of shareholders of that class represented at the
                  relevant meeting in accordance with Article 89.

                  Where any shareholder is, under the Rules Governing the
                  Listing of Securities on The Stock Exchange of Hong Kong
                  Limited, required to abstain from voting on a particular
                  resolution in a class meeting or restricted to voting only in
                  favour of or against any particular resolution in a class
                  meeting, any votes cast by or on behalf of such shareholder in
                  contravention of such requirement or restriction shall not be
                  counted.

Article 91.       Written notice of a class meeting shall be given
                  forty-five (45) days before the date of the class meeting to
                  notify all of the shareholders in the share register of the
                  class of the matters to be considered, the date and the place
                  of the class meeting. A shareholder who intends to attend the
                  class meeting shall deliver his written reply concerning
                  attendance at the class meeting to the Company twenty (20)
                  days before the date of the class meeting.

                  If the number of shares carrying voting rights at the meeting
                  represented by the shareholders who intend to attend the class
                  meeting reaches more than one half of the voting shares at the
                  class meeting, the Company may hold the class meeting; if not,
                  the Company shall within five (5) days notify the shareholders
                  again by public notice of the matters to be considered, the
                  date and the place for the class meeting. The Company may then
                  hold the class meeting after such publication of notice.

                                      24
<PAGE>

Article 92.       Notice of class meetings need only be served on
                  shareholders entitled to vote thereat.

                  Meetings of any class of shareholders shall be conducted in a
                  manner as similar as possible to that of general meetings of
                  shareholders. The provisions of these articles of association
                  relating to the manner to conduct any shareholders' general
                  meeting shall apply to any meeting of a class of shareholders.

Article 93.       The special procedures for voting at a class of
                  shareholders shall not apply to the following circumstances:

                  (1)      where the Company issues, upon the approval by a
                           special resolution of its shareholders in general
                           meeting, either separately or concurrently once every
                           twelve months, not more than 20 per cent of each of
                           its outstanding Domestic-Invested Shares and
                           Overseas-Listed Foreign-Invested Shares;

                  (2)      where the Company's plan to issue Domestic-Invested
                           Shares and Overseas-Listed Foreign-Invested Shares at
                           the time of its establishment is carried out within
                           fifteen (15) months from the date of approval of the
                           Securities Committee of the State Council.

                         CHAPTER 10 : BOARD OF DIRECTORS

Article 94.       The Company shall establish a board of directors. The
                  board shall consist of 10 directors. The board shall have one
                  Chairman.

Article 95.       Directors shall be elected at the shareholders' general
                  meeting and serve a term of 3 years. A director may serve
                  consecutive terms if re-elected upon the expiration of his
                  term.

                  The written notice of an intention to nominate a candidate of
                  director and that of a willingness to accept the nomination by
                  the candidate shall be delivered no earlier than the day after
                  the dispatch of the notice of the meeting for election of the
                  relevant director and end no later than 7 days prior to the
                  date of such meeting.

                  The Chairman of the board shall be elected and removed by the
                  approval of more than half of all the directors of the board.
                  The Chairman of the board shall serve a term of 3 years and
                  may serve consecutive terms if re-elected upon the expiration
                  of his term.

                  Subject to compliance with relevant laws and regulations, any
                  director may be removed by ordinary resolution before the
                  expiration of his term of office(but without prejudice to any
                  claim for damages under any contract).

                  The directors shall not be required to hold shares of the
                  Company.

                                      25
<PAGE>

Article 96.       The board of directors is responsible to the shareholders'
                  general meeting and exercises the following powers:

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

                  (2)      to implement the resolutions of the shareholders'
                           general meetings;

                  (3)      to decide on the Company's business plans and
                           investment plans;

                  (4)      to formulate the Company's annual preliminary and
                           final financial budgets;

                  (5)      to formulate the Company's profit distribution plans
                           and plan for making up losses;

                  (6)      to formulate proposals for increases or reductions in
                           the Company's registered capital and the issue of
                           debentures of the Company;

                  (7)      to draw up plans for the merger, division or
                           dissolution of the Company;

                  (8)      to decide on the establishment of the Company's
                           internal management structure;

                  (9)      to appoint or dismiss the Company's general manager,
                           and pursuant to the general manager's nominations to
                           appoint or dismiss the deputy general manager and
                           other senior administrative officer (including the
                           financial officer) of the Company and decide on their
                           remuneration;

                  (10)     to establish the Company's basic management system;

                  (11)     to formulate proposals for any amendments of the
                           Company's articles of association;

                  (12)     to exercise any other powers conferred by these
                           Articles of Association or the shareholders' general
                           meetings.

                  Except the board of directors' resolutions in respect of the
                  matters specified in sub-paragraphs (6), (7) and (11) of this
                  Article which shall be passed by more than two-thirds of the
                  directors, the board of directors' resolutions in respect of
                  all other matters may be passed by more than one half of the
                  directors.

                  The board of directors may formulate rules governing decision
                  making in respect of the financial and investment management
                  of the Company, the formulation of or amendment to such rules
                  shall be passed by more than two-thirds of the directors (at
                  least one of them shall be a non-executive director).

Article 97.       The board of directors shall not, without the prior
                  approval of shareholders in a general meeting, dispose or
                  agree to dispose of any fixed assets of the Company where the
                  aggregate of the amount or value of the consideration for the
                  proposed disposition, and the amount or value of the
                  consideration for any such disposition of any fixed assets of
                  the Company that has been completed in the period of four (4)
                  months immediately preceding the proposed disposition, exceeds
                  33 per cent

                                      26
<PAGE>

                  of the value of the Company's fixed assets as shown in the
                  last balance sheet placed before the shareholders in general
                  meeting.

                  For the purpose of this Article, disposition includes an act
                  involving the transfer of an interest in assets but does not
                  include the provision of fixed asset by way of security.

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

Article 98.       The board of directors shall carry out its duties in
                  compliance with the laws, administrative regulations, these
                  articles of association and resolutions of the shareholders'
                  general meetings.

Article 99.       The Chairman of the board of directors shall exercise the
                  following powers:

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

                  (2)      to check on the implementation of resolutions of the
                           board of directors;

                  (3)      to sign the securities certificates issued by the
                           Company;

                  (4)      to exercise other powers conferred by the board of
                           directors.

                  When the Chairman is unable to exercise his powers, the
                  Chairman may designate a director to exercise such powers on
                  the Chairman's behalf.

Article 100.      Meetings of the board of directors shall be held at least
                  twice every year and convened by the Chairman of the board of
                  directors. Notice of the meeting shall be served on all of the
                  directors ten (10) days before the date of the meeting. In
                  case of any urgent matters, upon requisition by the Chairman
                  or more than three directors or by the general manager, an
                  extraordinary meeting of the board of directors may be held.

Article 101.      Meetings of the board of directors shall be notified in
                  the following ways:

                  (1)      No notice of the regular meeting of the board of
                           directors shall be required, if the time and place of
                           regular meetings of the board of directors have been
                           fixed by the board of directors in advance.

                  (2)      Notice of the time and place of a meeting of the
                           board of directors for which the time and place have
                           not otherwise been set in advance by the board of
                           directors shall be sent by the Chairman to each of
                           the directors by telex, telegram, facsimile, EMS,
                           registered mail or personal delivery not less than
                           ten (10) days before such meeting.

                  (3)      Notice shall be written in Chinese and, where
                           necessary, in English also and shall include an
                           agenda of the relevant meeting of the board of
                           directors. Any director may waive his right to
                           receive notice of any meeting of the board of
                           directors.

                                      27
<PAGE>

Article 102.      Notice of a meeting of the board of directors shall be
                  deemed to have been given to any director who attends the
                  meeting without protesting against, before or at its
                  commencement, any lack of notice.

Article 103.      Any regular or extraordinary meeting of the board of
                  directors may be held by means of conference telephone or
                  similar communication equipment. So long as all directors
                  participating in such meeting can clearly hear and communicate
                  with each other, all such directors shall be deemed to be
                  present in person at such meeting.

Article 104.      A meeting of the board of directors shall be held only if
                  more than half of the directors (including any director
                  present by proxy as stipulated in Article 105 below) are
                  present.

                  Each director shall have one vote. Unless otherwise provided
                  for in these articles of association, a resolution of the
                  board of directors must be passed by more than half of all the
                  directors.

                  Where there is a tie vote regarding a resolution , the
                  Chairman of the board of directors shall have a casting vote.

                  Where a director is interested in any resolution proposed at a
                  board meeting, such director shall not be present at such
                  meeting and shall not have the right to vote. Such director
                  shall not be counted in the quorum of such meeting.

Article 105.      Directors shall attend the meetings of the board of
                  directors in person. Where a director is unable to attend a
                  meeting for any reason, he may make another director his proxy
                  at the meeting by a written power of attorney. The power of
                  attorney shall set out the scope of the authority.

                  A director acting as the proxy of another director to attend
                  the meeting shall exercise the rights of a director within the
                  scope of authority conferred by the appointing director. Where
                  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
                  right to vote at the meeting.

                  In respect of any matter requiring the resolution of any
                  extraordinary meeting of the board of directors, a resolution
                  approved in writing by at least such number of directors as
                  may be required pursuant to Article 96 of these articles of
                  association after the proposed resolution has been reduced
                  into writing and delivered to all directors, shall be deemed
                  to be a valid resolution and a board meeting shall be
                  dispensed with.

Article 106.      The board of directors shall keep minutes of resolutions
                  on matters discussed at meetings. The minutes shall be signed
                  by the directors present at the meeting and the person who
                  recorded the minutes. The directors shall be liable for the
                  resolutions of the board of directors. If a resolution of the
                  board of directors violates the law, administrative
                  regulations or these articles of association and results in
                  the Company sustaining serious losses, the directors
                  participating in the adoption of such resolution shall be
                  liable for compensating the Company. However, if it can be
                  proven that a director expressly objected to such resolution
                  when such resolution was voted on, and that such objection is
                  recorded in the minutes of the meeting, such director may be
                  released from such liability.

                                      28
<PAGE>

                 CHAPTER 11: SECRETARY OF THE BOARD OF DIRECTORS

Article 107.      The Company shall have a secretary of the board of
                  directors who shall be a senior administrative officer of the
                  Company.

Article 108.      The secretary of the Company's board of directors shall
                  be a natural person who has the requisite professional
                  knowledge and experience, and shall be appointed by the board
                  of directors. His primary responsibilities are to ensure that:

                  (1)      the Company has complete organizational documents and
                           records;

                  (2)      the Company prepares and delivers in accordance with
                           law those reports and documents required by competent
                           authorities entitled thereto;

                  (3)      the Company's registers of shareholders are properly
                           maintained, and that persons entitled to the
                           Company's records and documents are furnished with
                           such records and documents without delay.

Article 109.      A director or other senior administrative officer of the
                  Company may hold the officer of the secretary of the board of
                  directors concurrently. The accountant(s) of the certified
                  public accounting firm retained by the Company shall not act
                  as the secretary of the board of directors.

                  Provided that where the office of secretary is held
                  concurrently by a director, and an act shall be done by a
                  director and a secretary separately, the person who holds the
                  office of director and secretary may not perform the act in
                  dual capacity.

                           CHAPTER 12: GENERAL MANAGER

Article 110.      The Company shall have one general manager, who shall be
                  appointed and dismissed by the board of directors. The Company
                  shall have a number of deputy general managers who should
                  assist the general manager in his work. The term of office of
                  the general manager and deputy general managers is three (3)
                  years and renewable upon re-election and reappointment.

Article 111.      The general manager shall be accountable to the board of
                  directors and exercise the following functions and powers:

                  (1)      to be in charge of the Company's production,
                           operation and management and to organize the
                           implementation of the resolutions of the board of
                           directors;

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

                  (3)      to draft plans for the establishment of the Company's
                           internal management structure;

                                      29
<PAGE>

                  (4)      to establish the Company's basic management system;

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

                  (6)      to propose the appointment or dismissal of the
                           Company's deputy general manager(s) and other senior
                           administrative officers (including the financial
                           officer);

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

                  (8)      to determine rewards and punishments, promotion and
                           demotion, increase and decrease of salaries,
                           recruitment, appointment, termination of employment
                           and dismissal of the staff and workers of the
                           Company;

                  (9)      other powers conferred by these articles of
                           association and the board of directors.

Article 112.      The general manager and deputy general managers shall be
                  present at meetings of the board of directors. However, the
                  general manager and the deputy general manager shall have no
                  voting rights at the meetings unless they are also directors.

Article 113.      The general manager and deputy general managers shall
                  not, in exercising their powers, vary the resolutions of
                  shareholders' general meetings and those of the board of
                  directors or exceed the scope of their authorities.

Article 114.      The general manager and deputy general managers, in
                  performing their functions and powers shall act honestly and,
                  diligently and in accordance with laws, administrative
                  regulations and these articles of association.

                       CHAPTER 13: SUPERVISORY COMMITTEE

Article 115.      The Company shall have a supervisory committee.

Article 116.      The supervisory committee shall be composed of 5 to 7
                  supervisors. The term of office of supervisors shall be three
                  (3) years renewable upon re-election and re-appointment.

                  The supervisory committee shall have one chairman who is
                  subject to election or removal with the consent of two thirds
                  or more of the members of the supervisory committee. The term
                  of office of the chairman shall be three (3) years renewable
                  upon re-election and re-appointment.

Article 117.      The supervisory committee shall comprise of 5
                  representatives of shareholders who shall be elected or
                  removed by the shareholders in general meeting and 2
                  representatives of staff and workers of the Company who shall
                  be elected or removed democratically by the staff and workers.

Article 118.      The directors, general manager, deputy general managers
                  and financial controller shall not act concurrently as
                  supervisors.

                                      30
<PAGE>

Article 119.      Meetings of the supervisory committee shall be held at
                  least once a year, and shall be convened by the chairman of
                  the supervisory committee.

Article 120.      The supervisory committee shall be accountable to the
                  shareholders' general meeting and exercise the following
                  powers in accordance with law:

                  (1)      to examine the Company's financial situation;

                  (2)      to supervise the directors, general manager, deputy
                           general managers and other senior administrative
                           officers to see whether their performance of duties
                           in the Company violates any laws, administrative
                           regulations or these articles of association;

                  (3)      to demand rectification from a director, the manager
                           or any other senior administrative officer when the
                           acts of such persons are harmful to the Company's
                           interest;

                  (4)      to check the financial information such as the
                           financial reports, business reports and plans for
                           distribution of profits to be submitted by the board
                           of directors to the shareholders' general meetings
                           and, should any queries arise, to authorize, in the
                           name of the Company, a reexamination by the public
                           certified accountants and practising auditors of the
                           Company;

                  (5)      to propose to convene an interim shareholders'
                           general meeting;

                  (6)      to represent the Company in negotiation with or
                           bringing an action against a director;

                  (7)      other functions and powers specified in these
                           articles of association.

                  Members of the supervisory committee shall be present at
                  meetings of the board of directors.

Article 121.      Resolutions of the supervisory committee shall be passed
                  by two-thirds or more of all of its members.

Article 122.      All reasonable fees incurred in respect of the engagement
                  of professionals such as lawyers, certified public accountants
                  or practising auditors as are required by the supervisory
                  committee in exercising its functions and powers shall be
                  borne by the Company.

Article 123.      A supervisor shall carry out his duties honestly and
                  faithfully in accordance with laws, administrative regulations
                  and these articles of association.

                                      31
<PAGE>

    CHAPTER 14: THE QUALIFICATIONS AND DUTIES OF THE DIRECTORS, SUPERVISORS,
           GENERAL MANAGER, DEPUTY GENERAL MANAGERS AND OTHER SENIOR
                     ADMINISTRATIVE OFFICERS OF THE COMPANY

Article 124.      A person may not serve as the director, supervisor,
                  general manager, deputy general manager or any other senior
                  administrative officer of the Company if any of the following
                  circumstances apply:

                  (1)      a person without capacity for civil conduct or with
                           restricted capacity for civil conduct;

                  (2)      a person who has committed an offence of corruption,
                           bribery, infringement of property, misappropriation
                           of property or sabotaging the social economic order
                           and has received a sentence because of committing
                           such offence; or who has been deprived of his
                           political rights because of committing an offence, in
                           each case where less than five (5) years have elapsed
                           since the date of the completion of implementation of
                           his sentence;

                  (3)      a person who was previously the director, factory
                           manager or manager of a company or enterprise which
                           entered into insolvent liquidation because of
                           mismanagement and was personally liable for the
                           insolvency of such company or enterprise, where less
                           than three (3) years have elapsed since the date of
                           the completion of the insolvency and liquidation of
                           such company or enterprise;

                  (4)      a person who was previously the legal representative
                           of a company or enterprise which had its business
                           licence revoked due to a violation of the law and who
                           was personally liable for the revocation, where less
                           than three (3) years have elapsed since the date of
                           the revocation of the business licence;

                  (5)      a person who has a relatively large amount of debts
                           due and outstanding;

                  (6)      a person who is under criminal investigation or
                           prosecution by judicial organs for violation of the
                           criminal law which is not yet concluded;

                  (7)      a person who is not eligible for enterprise
                           leadership according to laws and administrative
                           regulations;

                  (8)      a non-natural person;

                  (9)      a person who is convicted of contravention of
                           provisions of relevant securities regulations by a
                           relevant competent authority, and such conviction
                           involves a finding that he has acted fraudulently or
                           dishonestly, where less than five (5) years has
                           elapsed since the date of the conviction.

Article 125.      The validity of an act of the director, general manager,
                  deputy general manager or other senior administrative officer
                  on behalf of the Company is not, vis-a-vis a bona fide third
                  party, affected by any irregularity in his office, election or
                  any defect in his qualification.

                                      32
<PAGE>

Article 126.      In addition to the obligations imposed by laws,
                  administrative regulations or required by the listing rules of
                  the stock exchange on which shares of the Company are listed,
                  each of the Company's directors, supervisors, general manager,
                  deputy general other senior administrative offices owes the
                  following obligations to each shareholder, in the exercise of
                  the functions and powers the Company conferred on him:

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

                  (2)      to act honestly in the best interest of the Company;

                  (3)      not to expropriate in any guise the Company's
                           property, including (without limitation) usurpation
                           of opportunities advantageous to the Company;

                  (4)      not to expropriate the individual rights of
                           shareholders, including (without limitation) rights
                           to distribution and voting rights, save pursuant to a
                           restructuring of the Company submitted to
                           shareholders for approval in accordance with these
                           articles of association.

Article 127.      Each of the Company's directors, supervisors, general
                  manager, deputy general manager and other senior
                  administrative officers owes a duty, in the exercise of his
                  powers and discharge of his duties, to exercise the care,
                  diligence and skill that a reasonably prudent person would
                  exercise in comparable circumstances.

Article 128.      Each of the Company's directors, supervisors, general
                  manager, deputy general manager and other senior
                  administrative officers shall exercise his powers or carry on
                  his duties in accordance with the principle of fiduciary; and
                  shall not put himself in a position where his duty and his
                  interest may conflict. This principle includes (without
                  limitation) discharging the following obligations:

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

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

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

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

                  (5)      except in accordance with these articles of
                           association or with the informed consent of
                           shareholders given in general meeting, not to enter
                           into any contract, transaction or arrangement with
                           the Company;

                  (6)      without the informed consent of shareholders given in
                           general meeting, not to use the Company's property
                           for his own benefit;

                                      33
<PAGE>

                  (7)      not to exploit his position to accept bribes or other
                           illegal income or expropriate the Company's property
                           by any means, including (without limitation)
                           opportunities advantageous to the Company;

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

                  (9)      to abide by these articles of association, execute
                           his official duties faithfully and protect the
                           Company's interests, and not to exploit his position
                           and power in the Company to advance his own private
                           interests;

                  (10)     not to compete with the Company in any way unless
                           with the informed consent of shareholders given in
                           general meeting;

                  (11)     not to misappropriate the Company's funds or lend
                           such funds to others, not to open accounts in his own
                           name or other names for the deposit of the Company's
                           assets and not to provide a guarantee for debts of a
                           shareholder of the Company or other individual(s)
                           with the Company's assets;

                  (12)     unless otherwise permitted by informed shareholders
                           in general meeting, to keep in confidence information
                           acquired by him in the course of and during his
                           tenure and not to use the information other than in
                           furtherance of the interests of the Company, save
                           that disclosure of such information to the court or
                           other governmental authorities is permitted if:

                           (i)      disclosure is made under compulsion of law;

                           (ii)     the interests of the public require
                                    disclosure;

                           (iii)    the interests of the relevant director,
                                    supervisor, general manager, deputy general
                                    manager or other senior administrative
                                    officer require disclosure.

Article 129.      The directors, supervisors, general manager, deputy
                  general managers and other members of the senior management of
                  the Company shall not direct any of its associates(which shall
                  have the same meaning as in the Rules Governing the Listing of
                  Securities on the Stock Exchange of Hong Kong limited) to do
                  such things or take such actions that such directors,
                  supervisors, general manager, deputy general manager or other
                  members of the senior management are not allowed to do under
                  any applicable law or regulation, the Articles of Association
                  of the Company or otherwise.

Article 130.      The fiduciary duties of the directors, supervisors,
                  general manager, deputy general managers and other senior
                  administrative officers of the Company do not necessarily
                  cease with the termination of their tenure. The duty of
                  confidence in relation to trade secrets of the Company
                  survives the termination of their tenure. Other duties may
                  continue for such period as fairness may require depending on
                  the time lapse between the termination and the act concerned
                  and the circumstances under which the relationships between
                  them and the Company are terminated.

                                      34
<PAGE>

Article 131.      Subject to Article 52, a director, supervisor, general
                  manager, deputy general manager or other senior administrative
                  officer of the Company may be relieved of liability for
                  specific breaches of his duty by the informed consent of
                  shareholders given at a general meeting.

Article 132.      Where a director, supervisor, general manager, deputy
                  general manager or other senior administrative officer of the
                  Company is in any way, directly or indirectly, materially
                  interested in a contract, transaction or arrangement or
                  proposed contract, transaction or arrangement with the
                  Company, (other than his contract of service with the
                  Company), he shall declare the nature and extent of his
                  interests to the board of directors at the earliest
                  opportunity, whether or not the contract, transaction or
                  arrangement or proposal therefor is otherwise subject to the
                  approval of the board of directors.

                  Unless the interested director, supervisor, general manager,
                  deputy general manager or other senior administrative officer
                  discloses his interests in accordance with the preceding
                  paragraph of this Article and the contract, transaction or
                  arrangement is approved by the board of directors at a meeting
                  in which the interested director, supervisor, general manager,
                  deputy general manager or other senior administrative officer
                  is not counted in the quorum and refrains from voting, a
                  contract, transaction or arrangement in which that director,
                  supervisor, general manager, deputy general manager or other
                  senior administrative officer is materially interested is
                  voidable at the instance of the Company except as against a
                  bona fide party thereto acting without notice of the breach of
                  duty by the interested director, supervisor, general manager,
                  deputy general manager or other senior administrative officer.

                  For the purposes of this Article, a director, supervisor,
                  general manager, deputy general manager or other senior
                  administrative officer of the Company is deemed to be
                  interested in a contract, transaction or arrangement in which
                  an associate of him is interested.

                                      35
<PAGE>

Article 133.      Where a director, supervisor, general manager, deputy
                  general manager or other senior administrative officer of the
                  Company gives to the board of directors a general notice in
                  writing stating that, by reason of the facts specified in the
                  notice, he is interested in contracts, transactions or
                  arrangements of any description which may subsequently be made
                  by the Company, that notice shall be deemed for the purposes
                  of the preceding Article to be a sufficient declaration of his
                  interests, so far as the content stated in such notice is
                  concerned, provided that such general notice shall have been
                  given before the date on which the question of entering into
                  the relevant contract, transaction or arrangement is first
                  taken into consideration on behalf of the Company.

Article 134.      The Company shall not in any manner pay taxes for or on
                  behalf of a director, supervisor, general manager, deputy
                  general manager or other senior administrative officer.

Article 135.      The Company shall not directly or indirectly make a loan
                  to or provide any guarantee in connection with the making of a
                  loan to a director, supervisor, general manager, deputy
                  general manager or other senior administrative officer of the
                  Company or of the Company's holding company or any of their
                  respective associates. However, the following transactions are
                  not subject to such prohibition:

                  (1)      the provision by the Company of a loan or a guarantee
                           of a loan to a company which is a subsidiary of the
                           Company;

                  (2)      the provision by the Company of a loan or a guarantee
                           in connection with the making of a loan or any other
                           funds to any of its directors, supervisors, general
                           manager, deputy general managers and other senior
                           administrative officers to meet expenditure incurred
                           or to be incurred by him for the purposes of the
                           Company or for the purpose of enabling him to perform
                           his duties properly, in accordance with the terms of
                           a service contract approved by the shareholders in
                           general meeting;

                  (3)      the Company may make a loan to or provide a guarantee
                           in connection with the making of a loan to any of the
                           relevant directors, supervisors, general manager,
                           deputy general managers and other senior
                           administrative officers or their respective
                           associates in the ordinary course of its business on
                           normal commercial terms, provided that the ordinary
                           course of business of the Company includes the
                           lending of money or the giving of guarantees.

Article 136.      A loan made by the Company in breach of the preceding
                  Article shall be forthwith repayable by the recipient of the
                  loan regardless of the terms of the loan.

Article 137.      A guarantee for repayment of loan provided by the Company
                  in breach of Article 135 shall not be enforceable against the
                  Company, unless:

                  (1)      when providing the guarantee in connection with a
                           loan to an associate of any of the directors,
                           supervisors, general manager, deputy general managers
                           and other senior administrative officers of the
                           Company or of the Company's holding company, the
                           lender did not know the relevant circumstances; or

                                      36
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                  (2)      the collateral provided by the Company has been
                           lawfully disposed of by the lender to a bona fide
                           purchaser.

Article 138.      For the purposes of the foregoing provisions of this
                  Chapter, a "guarantee" includes an undertaking or property
                  provided to secure the performance of obligations by the
                  obligor.

Article 139.      In addition to any rights and remedies provided by the
                  laws and administrative regulations, where a director,
                  supervisor, general manager, deputy general manager or other
                  senior administrative officer of the Company is in breach of
                  his duties to the Company, the Company has a right to:

                  (1)      claim damages from the director, supervisor, general
                           manager, deputy general manager or other senior
                           administrative officer in compensation for losses
                           sustained by the Company as a result of such breach;

                  (2)      rescind any contract or transaction entered into by
                           the Company with the director, supervisor, general
                           manager, deputy general manager or other senior
                           administrative officer or with a third party (where
                           such third party knows or should know that there is
                           such a breach of duties by such director, supervisor,
                           general manager, deputy general manager or other
                           senior administrative officer);

                  (3)      demand the surrender of the profits made by the
                           director, supervisor, general manager, deputy general
                           manager or other senior administrative officer in
                           breach of his duties;

                  (4)      recover any monies received by the director,
                           supervisor, general manager, deputy general manager
                           or other senior administrative officer which should
                           have been received by the Company, including (without
                           limitation) commissions; and

                  (5)      demand a refund of the interest earned or which may
                           have been earned by the director, supervisor, general
                           manager, deputy general manager or other senior
                           administrative officer on the monies that should have
                           been paid to the Company.

Article 140.      The Company shall, with the prior approval of
                  shareholders in general meeting, enter into a contract in
                  writing with a director or supervisor wherein his emoluments
                  are stipulated. The aforesaid emoluments include:

                  (1)      emoluments in respect of his service as director,
                           supervisor or senior administrative officer of the
                           Company;

                  (2)      emoluments in respect of his service as director,
                           supervisor or senior administrative officer of any
                           subsidiary of the Company;

                  (3)      emoluments in respect of the provision of other
                           services in connection with the management of the
                           affairs of the Company and any of its subsidiaries;

                  (4)      payment by way of compensation for loss of office, or
                           as consideration for or in connection with his
                           retirement from office.

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<PAGE>

                  Except under a contract entered into in accordance with the
                  foregoing, no proceedings may be brought by a director or
                  supervisor against the Company for any benefit due to him in
                  respect of the matters mentioned in this Article.

Article 141.      The contract concerning the emoluments of the directors
                  or supervisors of the Company between the Company and its
                  directors or supervisors should provide that in the event of a
                  takeover of the Company, the Company's directors and
                  supervisors shall, subject to the prior approval of the
                  shareholders in general meeting, have the right to receive
                  compensation or other payment in respect of his loss of office
                  or retirement. A takeover of the Company referred to in this
                  paragraph means any of the following:

                  (1)      an offer made by any person to the general body of
                           shareholders;

                  (2)      an offer made by any person with a view to the
                           offeror becoming a "controlling shareholder" as
                           stipulated in Article 53.

                  If the relevant director or supervisor does not comply with
                  this Article, any sum so received by him shall belong to those
                  persons who have sold their shares as a result of the said
                  offer made. The expenses incurred in distributing that sum pro
                  rata amongst those persons shall be borne by the relevant
                  director or supervisor and not paid out of that sum.

      CHAPTER 15: FINANCIAL AND ACCOUNTING SYSTEMS AND PROFIT DISTRIBUTION

Article 142.      The Company shall establish its financial and accounting
                  systems and internal audit system in accordance with laws,
                  administrative regulations and PRC accounting standards
                  formulated by the finance regulatory department of the State
                  Council.

Article 143.      At the end of each fiscal year, the Company shall prepare
                  financial reports which shall be examined and verified as
                  provided by law.

                  The Company's financial reports shall include the following
                  accounting statements and schedules:

                  (1)      balance sheet;

                  (2)      profit and loss statement;

                  (3)      statement of financial changes;

                  (4)      explanation of financial conditions;

                  (5)      profit distribution statement.

Article 144.      The board of directors of the Company shall place before
                  the shareholders at every annual general meeting such
                  financial reports as are required by any laws, administrative
                  regulations or directives promulgated by competent regional
                  and central governmental authorities to be prepared by the
                  Company.

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<PAGE>

Article 145.      The Company's financial reports shall be made available
                  for shareholders' inspection at the Company twenty (20) days
                  before the date of every shareholders' annual general meeting.
                  Each shareholder shall be entitled to obtain a copy of the
                  financial reports referred to in this Chapter.

                  The Company shall deliver or send to each shareholder of
                  Overseas-Listed Foreign-Invested Shares by prepaid mail at the
                  address registered in the register of shareholders the said
                  reports not later than twenty-one (21) days before the date of
                  every annual general meeting of shareholders.

Article 146.      The financial statements of the Company shall, in
                  addition to being prepared in accordance with PRC accounting
                  standards and regulations, be prepared in accordance with
                  either international accounting standards, or that of the
                  place outside the PRC where the Company's shares are listed.
                  If there is any material difference between the financial
                  statements prepared respectively in accordance with the two
                  accounting standards, such difference shall be stated in the
                  financial statements. When the Company is to distribute its
                  after-tax profits, the lower of the after-tax profits as shown
                  in the two financial statements shall be applied.

Article 147.      Any interim results or financial information published or
                  disclosed by the Company must also be prepared and presented
                  in accordance with PRC accounting standards and regulations,
                  and also in accordance with either international accounting
                  standards or that of the overseas place where the Company's
                  shares are listed.

Article 148.      The Company shall publish its financial reports twice
                  every fiscal year, that is, the interim financial report shall
                  be published within sixty (60) days after the expiration of
                  the first six (6) months of each fiscal year; the annual
                  financial report shall be published within one hundred and
                  twenty (120) days after the expiration of each fiscal year.

Article 149.      The Company shall not keep accounts other than those
                  provided by law.

Article 150.      The Company shall implement an internal auditing system,
                  and establish an internal auditing organization or provide
                  internal auditing personnel to undertake the internal auditing
                  and supervision over the Company's income and expenses and
                  other economic activities under the leadership of the
                  supervisory committee.

Article 151.      The Company's after-tax profit shall be allocated in
                  accordance with the following order:

                  (1)      making up for losses;

                  (2)      allocation to the statutory common reserve fund;

                  (3)      allocation to the statutory common welfare fund;

                  (4)      allocation to the discretionary common reserve fund
                           upon approval by resolution of the shareholders'
                           general meeting;

                  (5)      payment of dividends in respect of ordinary shares.

                                      39
<PAGE>

                  The board of directors shall, in accordance with the laws and
                  administrative regulations of the State (if any) and the
                  Company's operation and development requirements, determine
                  the detail proportions of profit distributions in items (2) to
                  (5) above and submit its determination to the shareholders'
                  general meeting for approval.

Article 152.      Capital common reserve fund includes the following items:

                  (1)      premium on shares issued at a premium price;

                  (2)      any other income designated for the capital common
                           reserve fund by the regulations of the finance
                           regulatory department of the State Council.

Article 153.      The common reserve fund of the Company shall be applied
                  to the following purposes:

                  (1)      making up losses;

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

                  (3)      transfer or increase of capital.

                  When the Company converts its common reserve fund into its
                  capital upon a resolution adopted in shareholders' general
                  meeting, the Company shall either distribute new shares to
                  each shareholder in proportion to the number of shares
                  currently held by each shareholder, or increase the par value
                  of each share, provided, however, that when the statutory
                  common reserve fund is converted to capital, the balance of
                  the statutory common reserve fund may not fall below 25 per
                  cent of the registered capital.

Article 154.      The Company's statutory common welfare fund is used for
                  the collective welfare of the Company's staff and workers.

Article 155.      The Company shall not declare dividend before making up
                  its losses and allocating funds to the statutory common
                  reserve fund and statutory common welfare fund.

Article 156.      Dividends shall be distributed in accordance with the
                  proportion of shares held by shareholders.

                  Unless otherwise resolved by the shareholders' general
                  meeting, the Company apart from distributing annual dividends,
                  may by its board of directors acting under the power conferred
                  by the shareholders' general meeting, distribute interim
                  dividends. Unless otherwise stipulated by laws or
                  administrative regulations, the amount of interim dividends
                  distributed shall not exceed 50 per cent of the distributable
                  profits as stated in the interim profits statement of the
                  Company.

Article 157.      The Company may distribute dividends in the following
                  forms:

                  (1)      cash;

                  (2)      shares.

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<PAGE>

Article  158.     Dividends or other payments declared by the Company to be
                  payable to holders of Domestic-Invested Shares shall be
                  declared and calculated in Renminbi, and paid in Renminbi; and
                  those payable to holders of Overseas-Listed Foreign-Invested
                  Shares shall be declared and calculated in Renminbi, and paid
                  in the local currency at the place where such Foreign-Invested
                  Shares are listed (if there is more than one place of listing,
                  then the principal place of listing as determined by the board
                  of directors).

                  Foreign currency required by the Company for payment of
                  dividends or other sums to holders of Foreign-Invested Shares
                  shall be handled in accordance with the relevant foreign
                  exchange control regulations of the State. If there is no
                  applicable regulation, the applicable exchange rate shall be
                  the average closing rate for the relevant foreign currency
                  announced by the Peoples' Bank of China for the week prior to
                  the announcement of the payment of dividend or other sums.

Article 159.      The Company shall, in accordance with the People's
                  Republic of China's tax law, withhold and make payments on
                  behalf of shareholders in respect of their tax payable on
                  their dividends income.

Article 160.      The Company shall appoint on behalf of the holders of the
                  Overseas-Listed Foreign-Invested shares receiving agents to
                  receive on behalf of such shareholders dividends declared and
                  all other monies owed by the Company in respect of their
                  shares.

                  The receiving agents appointed by the Company shall comply
                  with the relevant requirements of the law of the place and
                  relevant regulations of the stock exchange where the Company's
                  shares are listed.

                  The receiving agents appointed on behalf of holders of H
                  Shares shall be a company registered as a trust company under
                  the Trustee Ordinance of Hong Kong.

                   CHAPTER 16: APPOINTMENT OF ACCOUNTING FIRM

Article 161.      The Company shall engage an independent accounting firm
                  which is qualified under the relevant regulations of the State
                  to audit the Company's annual financial report and review the
                  Company's other financial reports.

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

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

Article 162.      The accounting firm engaged by the Company shall hold
                  office from the conclusion of the annual general meeting of
                  shareholders at which it is engaged until the conclusion of
                  the next annual general meeting of shareholders.

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<PAGE>

Article 163.      The accounting firm appointed by the Company shall have
                  the following rights:

                  (1)      A right of access at any time to the books and
                           records and vouchers of the Company, and shall be
                           entitled to require from the directors, general
                           manager, deputy general managers and other senior
                           administrative officers of the Company any relevant
                           information and explanation;

                  (2)      A right to require the Company to take all reasonable
                           steps to obtain from its subsidiaries such
                           information and explanation as are necessary for the
                           purposes of discharging its duties;

                  (3)      A right to attend shareholders' general meetings and
                           to receive all notices of, and other communications
                           relating to, any shareholders' general meeting which
                           any shareholder is entitled to receive, and to speak
                           at any shareholders' general meeting in relation to
                           matters concerning its role as the Company's
                           accounting firm.

Article 164.      Before the convening of the shareholders' general
                  meeting, the board of directors may fill any casual vacancy in
                  the office of an accounting firm, but while any such vacancy
                  continues, the surviving or continuing firms, if any, may act.

Article 165.      The shareholders in general meeting may by ordinary
                  resolution remove an accounting firm before the expiration of
                  its term of office, notwithstanding the stipulations in the
                  contract between the Company and the firm, but without
                  prejudice to the firm's right to claim, if any, for damages in
                  respect of such removal.

Article 166.      The remuneration of an accounting firm or the manner in
                  which such firm is to be remunerated shall be determined by
                  the shareholders in general meeting. The remuneration of an
                  accounting firms appointed by the board of directors shall be
                  determined by the board of directors.

Article 167.      The Company's appointment of, removal of and non
                  reappointment of an accounting firm shall be resolved upon by
                  shareholders in general meeting. The resolution of the
                  shareholders' general meeting shall be filed with the
                  securities governing authority of the State Council.

                  Where it is proposed that any resolution be passed at a
                  shareholders' general meeting concerning the appointment of an
                  accounting firm which is not an incumbent firm to fill a
                  casual vacancy in the office of the accounting firm; re
                  appointment of a retiring accounting firm which was appointed
                  by the board of directors of the Company to fill a casual
                  vacancy; or removal of the accounting firm before the
                  expiration of its term of office, the following provisions
                  shall be complied with:

                  (1)      A copy of the proposal shall be sent before notice of
                           meeting is given to the shareholders to the firm
                           proposed to be engaged or proposing to leave its post
                           or which has left its post in the relevant fiscal
                           year (leaving includes leaving by removal,
                           resignation and retirement).

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<PAGE>

                  (2)      If the firm leaving its post makes representations in
                           writing and requests the Company to notify the
                           shareholders of such representations, the Company
                           shall, unless the representations are received too
                           late:

                           (i)      in any notice of the resolution given to
                                    shareholders, state the fact of the
                                    representations having been made; and

                           (ii)     attach a copy of the representations to the
                                    notice and deliver it to the shareholders in
                                    the manner stipulated in these articles of
                                    association.

                  (3)      If the firm's representations are not sent in
                           accordance with the preceding sub-paragraph (2), the
                           relevant firm may (in addition to its right to be
                           heard) require that the representations be read out
                           at the shareholders' general meeting.

                  (4)      An accounting firm which is leaving its post shall be
                           entitled to attend:

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

                           (ii)     the shareholders' general meeting held for
                                    the purpose of filling the vacancy caused by
                                    its removal; and

                           (iii)    the shareholders' general meeting convened
                                    due to its resignation;

                           and to receive all notices of, and other
                           communications relating to, any such meetings, and to
                           speak at any such meeting in relation to matters
                           concerning its role as the former accounting firm of
                           the Company.

Article 168.      Prior to the removal or the non-renewal of the
                  appointment of the accounting firm, notice of such removal or
                  non-renewal shall be given to the accounting firm and such
                  firm shall be entitled to make representation at the
                  shareholders' general meeting. Where the accounting firm
                  proposes resigning its post, it shall make clear to the
                  shareholders' general meeting whether there has been any
                  impropriety on the part of the Company.

                  An accounting firm may resign its office by depositing at the
                  Company's legal residence a written resignation notice which
                  shall become effective on the date of such deposit or on such
                  later date as may be stipulated in such notice and such notice
                  shall include the following:

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

                  (2)      a statement of any such circumstances.

                  Where a written notice is deposited as provided for in the
                  preceding subparagraph, the Company shall within fourteen (14)
                  days thereof send a copy of the notice to the relevant
                  governing authority. If the notice contains a statement under
                  the preceding subparagraph (2), copies of such statement shall
                  be placed at the Company for shareholders' inspection. The
                  Company shall also send a copy

                                      43
<PAGE>

                  of such statement by prepaid mail to every holder of
                  Overseas-Listed Foreign-Invested Shares who is entitled to
                  receive the issuer's financial status report at the address
                  registered in the register of shareholders.

                  Where the accounting firm's notice of resignation contains a
                  statement of any circumstances which shall be accounted for to
                  the shareholders or creditors of the Company, it may require
                  the board of directors to convene a shareholders' interim
                  general meeting for the purpose of receiving its explanation
                  of the circumstances connected with its resignation.

                              CHAPTER 17: INSURANCE

Article 169.      The effecting, types of coverage, the insured amounts and
                  periods of the Company's insurance shall be decided at a
                  meeting of the board of directors 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 18: LABOUR AND PERSONNEL MANAGEMENT SYSTEMS

Article 170.      The Company shall, in accordance with the relevant
                  provisions of the Labour Law of the People's Republic of China
                  and other relevant laws or regulations of the State, formulate
                  its labour and personnel management systems which shall be
                  appropriate to its particular circumstances.

                             CHAPTER 19: TRADE UNION

Article 171.      The Company shall establish trade union organizations and
                  organize 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.

                 CHAPTER 20: MERGER AND DIVISION OF THE COMPANY

Article 172.      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 these articles of association and then the
                  relevant examining and approving formalities shall be
                  processed 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.

                                      44
<PAGE>

                  The contents of the resolution for merger or division of the
                  Company shall be made into special documents for shareholders'
                  inspection. Such special documents shall be sent by mail to
                  holders of Overseas-Listed Foreign-Invested Shares.

Article 173.      The merger of the Company may take the form of either
                  merger by absorption or merger by the establishment of a new
                  company.

                  In the event of a merger, the merging parties shall execute a
                  merger agreement and prepare a balance sheet and an inventory
                  of assets. The Company shall notify its creditors within ten
                  (10) days of the date of the Company's resolution to merge and
                  shall publish a public notice in a newspaper at least three
                  times within thirty (30) days of the date of the Company's
                  resolution to merge. A creditor has the right within thirty
                  (30) days of receiving such notice from the Company or, it
                  fails to receive the notice, within ninety (90) days of the
                  date of the first public notice, to demand that the Company
                  pay off the debts owed to it or provide a corresponding
                  guarantee therefor. Where the company fails to pay off its
                  debts or provide corresponding guarantees therefor as demanded
                  by its creditors, it may not be merged.

                  Following the merger, rights in relation to debtors and
                  indebtedness of each of the merged parties shall be assumed by
                  the company which survives the merger or the newly established
                  company.

Article 174.      When the Company is divided, its assets shall be split up
                  accordingly.

                  In the event of division of the Company, the parties to such
                  division shall execute a division agreement and prepare a
                  balance sheet and an inventory of assets. The Company shall
                  notify its creditors within ten (10) days of the date of the
                  Company's resolution to divide and shall publish a public
                  notice in a newspaper at least three times within thirty (30)
                  days of the date of the Company's resolution to divide. A
                  creditor has the right within thirty (30) days of receiving
                  such notice from the Company or, if it fails to receive the
                  notice, within ninety (90) days of the date of the first
                  public notice to demand that the Company pay off the debts
                  owed to that creditor or provide a corresponding guarantee
                  therefor. Where the Company fails to pay off its debts or
                  provide corresponding guarantees therefor as demanded by its
                  creditors, it may not be divided.

                  Debts of the Company prior to division are assumed by the
                  post-division companies in accordance with the agreements
                  entered into.

Article 175.      Where there is a change in any of the registered items of
                  the Company as result of its merger or division, the Company
                  shall carry out procedures necessary for changing its
                  registered items with the companies registration authority in
                  accordance with the law. In case of dissolution, the Company
                  shall cancel its registration in accordance with the law. When
                  a new company is established, its establishment shall be
                  registered in accordance with the law.

                                      45
<PAGE>

                     CHAPTER 21: DISSOLUTION AND LIQUIDATION

Article 176.      The Company shall be dissolved and liquidated in
                  accordance with the law upon the occurrence of any of the
                  following events:

                  (1)      a resolution for dissolution is passed by
                           shareholders at a general meeting;

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

                  (3)      the Company is legally declared insolvent due to its
                           failure to repay debts due; and

                  (4)      the Company is ordered to close down in accordance
                           with the law because of its violation of laws and
                           administrative regulations.

Article 177.      A liquidation group shall be set up within fifteen (15)
                  days of the resolution for dissolution of the Company passed
                  by shareholders at a general meeting pursuant to sub-paragraph
                  (1) of the preceding Article, and the composition of the
                  liquidation group of the Company shall be determined by an
                  ordinary resolution of shareholders at a general meeting. If a
                  liquidation group to carry out liquidation procedures is not
                  set up within the specified time limit, the creditors may
                  apply to the People's Court to designate relevant persons to
                  form a liquidation group in order to carry out liquidation
                  procedures.

                  Where the Company is dissolved under sub-paragraph (3) of the
                  preceding Article, the People's Court shall in accordance with
                  provisions of relevant laws organize the shareholders,
                  relevant organizations and relevant professional personnel to
                  establish a liquidation group to carry out liquidation
                  procedures.

                  Where the Company is dissolved under sub-paragraph (4) of the
                  preceding Article, the relevant governing authorities shall
                  organise the shareholders, relevant organisations and
                  professional personnel to establish a liquidation group to
                  carry out liquidation procedures.

Article 178.      Where the board of directors proposes to liquidate the
                  Company due to causes other than where the Company has
                  declared that it is insolvent, the board shall include a
                  statement in its notice of the shareholders' general meeting
                  to consider the proposal to the effect that, after making full
                  inquiry into the status of the Company, the board of directors
                  is of the opinion that the Company will be able to pay off its
                  debts within twelve (12) months from the commencement of the
                  liquidation.

                  Except where the Company has declared that it is insolvent,
                  the liquidation group shall be appointed or dismissed by
                  ordinary resolution of shareholders at a general meeting.

                  Upon the passing of the resolution by the shareholders at a
                  general meeting for the liquidation of the Company, all
                  functions and powers of the board of directors shall forthwith
                  cease.

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<PAGE>

                  The liquidation group shall act in accordance with the
                  instructions of the shareholders' general meeting to make a
                  report at least once every year to the shareholders' general
                  meeting on its receipts and payments, the business of the
                  Company and the progress of the liquidation; and to present a
                  final report to the shareholders' general meeting on
                  completion of the liquidation.

Article 179.      The liquidation group shall within ten (10) days of its
                  establishment send notices to creditors, and within sixty (60)
                  days of its establishment publish a public notice in a
                  newspaper at least three times. A creditor shall within thirty
                  (30) days of receiving notice, or it fails to receive notice,
                  within ninety (90) days of the date of the first public
                  notice, declare its creditors' rights to the liquidation
                  group.

                  When declaring creditors' rights, the creditor shall provide
                  an explanation of matters relevant to the creditor's rights
                  and shall provide materials as evidence. The liquidation group
                  shall carry out registration of creditors' rights.

Article 180.      During the liquidation period, the liquidation group
                  shall exercise the following functions and powers:

                  (1)      to sort out the Company's assets and prepare a
                           balance sheet and an inventory of assets
                           respectively;

                  (2)      to send notices to creditors or notify them by public
                           notice;

                  (3)      to handle any relevant unfinished business matters of
                           the Company relating to the liquidation;

                  (4)      to pay off all outstanding taxes;

                  (5)      to settle claims and debts;

                  (6)      to dispose of the assets remaining after the
                           Company's debts have been repaid;

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

Article 181.      After having sort out the Company's assets and prepared
                  the balance sheet and an inventory of assets, the liquidation
                  group shall formulate a liquidation plan and present it to a
                  shareholders' general meeting or to the relevant governing
                  authority for confirmation.

                  To the extent that the Company's assets are sufficient to pay
                  off its debts, they shall be used to pay all liquidation
                  expenses, wages of staff and workers, labour insurance fees
                  and outstanding taxes, and the Company's debts.

                  The assets of the Company remaining after its debts have been
                  repaid in accordance with the provisions of the preceding
                  paragraph shall be distributed to its shareholders according
                  to the class and proportion of their shareholdings.

                  During the liquidation period, the Company shall not commence
                  any new operational activities.

Article 182.      If after putting the Company's assets in order and
                  preparing a balance sheet and an inventory of assets in
                  connection with the liquidation of the Company

                                      47
<PAGE>

                  resulting from dissolution, the liquidation group discovers
                  that the Company's assets are insufficient to repay the
                  Company's debts in full, the liquidation group shall
                  immediately apply to the People's Court for a declaration of
                  insolvency.

                  After a Company is declared insolvent by a ruling of the
                  People's Court, the liquidation group shall turn over
                  liquidation matters to the People's Court.

Article 183.      Following the completion of liquidation, the liquidation
                  group shall present a report on liquidation and prepare a
                  statement of the receipts and payments during the period of
                  liquidation and financial books and records which shall be
                  audited by Chinese registered accountant and submitted to the
                  shareholders' general meeting or the relevant governing
                  authority for confirmation.

                  The liquidation group shall also within thirty (30) days after
                  such confirmation, submit the documents referred to in the
                  preceding paragraph to the companies registration authority
                  and apply for cancellation of registration of the Company, and
                  publish a public notice relating to the termination of the
                  Company.

       CHAPTER 22 : PROCEDURES FOR AMENDMENT OF THE COMPANY'S ARTICLES OF
                                  ASSOCIATION

Article 184.      The Company may amend its articles of association in
                  accordance with the requirements of law, administrative
                  regulation and its articles of association.

Article 185.      For the amendment of the Company's articles of
                  association, the following procedures shall be followed:

                  (1)      the board of directors shall, in accordance with
                           provisions of these articles of association, adopt a
                           resolution to propose the shareholders' general
                           meeting to amend the Company's articles of
                           association, and formulate the draft amendments to
                           the articles of association;

                  (2)      notice of the draft amendments to these articles of
                           association referred to in the preceding
                           sub-paragraph shall be sent to the Company's
                           shareholders, and a shareholders' general meeting
                           shall be convened to vote on the contents of the
                           amendments;

                  (3)      subject to the compliance of the relevant regulations
                           of these articles of association and the Mandatory
                           Provisions, a special resolution for approval of the
                           draft amendments to these articles of association
                           shall be passed by shareholders at a general meeting.

Article 186.      The amendments to the Company's articles of association
                  involving the contents of the Mandatory Provisions shall
                  become effective upon approvals by the Securities Committee of
                  the State Council and the companies approving department
                  authorized by the State Council. If there is any change
                  relating to the registered particulars of the Company,
                  application shall be made for registration of the changes in
                  accordance with law.

                       CHAPTER 23: SETTLEMENT OF DISPUTES

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Article 187.      The Company shall act according to the following principles to
                  settle disputes:

                  (1)      Whenever any disputes or claims arising between:
                           holders of the Overseas-Listed Foreign-Invested
                           Shares and the Company; holders of the
                           Overseas-Listed Foreign-Invested Shares and the
                           Company's directors, supervisors, general manager,
                           deputy general managers or other senior
                           administrative officers; or holders of the
                           Overseas-Listed Foreign-Invested Shares and holders
                           of Domestic-Invested Shares, based on these articles
                           of association or any rights or obligations conferred
                           or imposed by the Company Law or any other relevant
                           laws and administrative regulations concerning the
                           affairs of the Company, such disputes or claims shall
                           be referred by the relevant parties to arbitration.

                           Where a dispute or claim of rights referred to in the
                           preceding paragraph is referred to arbitration, the
                           entire claim or dispute must be referred to
                           arbitration, and all persons who have 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 such dispute or claim, shall
                           abide by the arbitration provided that such person is
                           the Company or the Company's shareholder, director,
                           supervisor, general manager, deputy general manager
                           or other senior administrative officer. Disputes in
                           relation to the definition of shareholders and
                           disputes in relation to the shareholders' register
                           need not be resolved by arbitration.

                  (2)      A claimant may elect arbitration at either the China
                           International Economic and Trade Arbitration
                           Commission in accordance with its Rules or the Hong
                           Kong International Arbitration Centre in accordance
                           with its Securities Arbitration Rules. Once a
                           claimant refers a dispute or claim to arbitration,
                           the other party must submit to the arbitral body
                           elected by the claimant.

                           If a claimant elects arbitration at Hong Kong
                           International Arbitration Centre, any party to the
                           dispute or claim may apply for a hearing to take
                           place in Shenzhen in accordance with the Securities
                           Arbitration Rules of the Hong Kong International
                           Arbitration Centre.

                  (3)      If any disputes or claims of rights are settled by
                           way of arbitration in accordance with sub-paragraph
                           (1) of this Article, the laws of the People's
                           Republic of China shall apply, save as otherwise
                           provided in laws and administrative regulations.

                  (4)      The award of an arbitration body shall be final and
                           conclusive and binding on all parties.

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                            CHAPTER 24: SUPPLEMENTARY

Article 188.      Any reference in these articles of association to the
                  publication of public notices in a newspaper shall be
                  interpreted as requiring publication in such newspaper as
                  designated or required in accordance with relevant laws,
                  administrative regulations or rules and, if the relevant
                  notice is required to be given to holder of H Shares, as also
                  requiring the relevant notice to be published in such
                  newspapers as may be required by the term "published in the
                  newspapers" (as defined in the Rules Governing the Listing of
                  Securities on the Stock Exchange).

Article 189.      In these articles of association, the meaning of an accounting
                  firm is the same as that of "auditors".

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