RMB BOND DOCUMENTATION CHECKLIST 1. Issuer Guarantor (if any) Lead Manager(s) Managers (if any)

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1 RMB BOND DOCUMENTATION CHECKLIST 1 Information contained in this checklist is contributed by Clifford Chance, with additional inputs from HSBC and BOC(Hong Kong) No. 1. Subscription Agreement Institutional Offering Lead Manager(s) Managers (if any) The subscription agreement is entered into between the issuer and the managers whereby the issuer agrees to issue, and the managers agree to subscribe for, the RMB bonds (subject to the satisfaction/waiver of the conditions precedent). Nil. The obligation to issue and subscribe for the bonds. The issuer s representations, warranties and undertakings to the managers. 's indemnity to the managers against any loss they may suffer due to any breach of the representations and warranties. Conditions precedent to be satisfied prior to payment for the RMB bonds is made. Selling restrictions to which each party to the subscription agreement agrees to abide by. Provisions in relation to the managers' right to terminate the subscription agreement. 1 This checklist sets out the legal documents commonly used in a RMB retail and institutional bond offering in Hong Kong and is not meant to be exhaustive. Prospective issuers should seek advice from legal counsel, professional advisers and regulators on the legal documents required for their offering.

2 2. Underwriting Agreement Retail Offering Underwriter(s) The underwriting agreement is entered into between the issuer and the underwriters. It sets out the terms and conditions under which the underwriters may be called on to subscribe for the retail RMB bonds (up to the amount of the relevant underwriter's commitment as set out in the agreement). This document is necessary where underwriters have been appointed to underwrite the issue. The obligation to issue and subscribe for the bonds. Certain representations, warranties and undertakings given by the issuer to the underwriters. 's indemnity to the underwriters against any loss they suffered due to any breach of the representations and warranties. Conditions precedent to be satisfied prior to payment for the retail RMB bonds by the underwriters is made. Selling restrictions to which each party to the underwriting agreement agrees to abide by. Provisions in relation to the underwriters' right to terminate the subscription agreement. Payment mechanics. 3. Trust Deed Applicable to both offerings Trustee The trust deed constitutes the RMB bonds and the trustee agrees to hold the benefit of certain trust property (i.e. issuer's covenant to repay and to comply with the trust deed) on trust for the bondholders. To be used if a trustee is appointed for the issue

3 's covenant to pay the principal or interest in respect of the RMB bonds. 's covenant to comply with the trust deed and the schedules to the trust deed. Appointment of the trustee, the terms and conditions of its appointment and the trustee's obligations and powers (including the rights of enforcement against the issuer on behalf of the bondholders). 's indemnity to the trustee against losses suffered as a result or in connection with their appointment under the trust deed, the trust deed and any other transaction documents or instructions/directions upon which the trustee may rely under the trust deed. Terms and conditions of the RMB bonds and the form of the RMB bond to be issued. Rules relating to meetings of bondholders. 4. Deed of Covenant Applicable to both offerings The deed of covenant gives bondholders direct rights of enforcement against the issuer should the issuer default on payment or fail to deliver definitive bonds to the bondholders in the event that the clearing systems close. To be used if a fiscal agent is appointed for the issue. 5. Agency Agreement Applicable to both offerings Trustee The agency agreement sets out the administrative procedures to be followed in relation to the RMB bonds. To be used if a trustee is appointed for the issue

4 Agent(s) Appointment of the agents, the remuneration payable, the agents' terms of appointment and their respective duties and obligations. Payment mechanics. Transfer, exchange, conversion and replacement mechanics (if applicable). 6. Fiscal Agency Agreement Applicable to both offerings Fiscal Agent Agent(s) The fiscal agency agreement sets out the administrative procedures to be followed in relation to the RMB bonds, including to effect delivery of the RMB bonds to the bondholders and to effect payments on the RMB bonds. To be used if a fiscal agent is appointed for the issue. Appointment of the agents, the remuneration payable, the agents' terms of appointment and their respective duties and obligations. Payment mechanics. Transfer, exchange, conversion and replacement mechanics (if applicable). Terms and conditions of the RMB bonds and the form of the RMB bond. Rules relating to meetings of bondholders

5 7. Placing Bank Agreement Retail Offering Placing Bank(s) The placing bank agreement records the arrangements agreed amongst the issuer and the placing banks in relation to the placing/distribution of the RMB bonds. Appointment of the placing banks. Authorisation of the placing banks to distribute copies of the retail offering circular and make available the necessary account opening and application forms to investors. Where it is necessary to settle the RMB bonds outside of Hong Kong, a placing bank may need to act as agent on behalf of all the placing banks to transfer the application proceeds offshore. Application procedures and payment mechanics. Selling restrictions that each placing bank agrees to abide by in relation to the retail offering of the RMB bonds. 's indemnity to the placing banks against any loss suffered as a result of the exercise of any of the placing bank's powers or duties in accordance with the terms of the placing bank agreement. 8. Market Making Agreement Retail Offering Market Maker(s) In order to provide liquidity and secondary trading for the retail RMB bonds, the appoints the market makers to make a market for the retail RMB bonds in over-the-counter transactions. Nil. Appointment of market makers

6 Mechanics for the quotation of prices. 9. Nominee Appointment Agreement Retail Offering Nominee(s) Nominees are appointed by the issuer under this agreement to open or maintain a designated nominee account and a designated deposit account with the placing banks on behalf of the issuer for the receipt, holding and dealing with any application amounts paid into the accounts in relation to the subscription of the retail RMB bonds and such other purposes as set out in the placing bank agreement. This document will not be necessary if the RMB bonds are to be settled outside of Hong Kong. Appointment of nominees. Authorisation of the nominees to open or maintain designated accounts with the placing banks on behalf of the issuer for the purposes specified in the agreement. Clifford Chance August 2007 This checklist is designed to provide a general commentary on aspects of the subject matter covered. It does not purport to be comprehensive or render legal advice. Clifford Chance expressly disclaims any liability in respect of the consequences resulting from acting or refraining from acting on the basis of any matter contained in this publication. All rights are reserved

7 Key Parties to a RMB Bond Issue in Hong Kong 1. The Currently, only policy banks and commercial banks in China may apply to issue Renminbi bonds in Hong Kong. In order to issue Renminbi bonds in Hong Kong, however, the bank must further satisfy the following requirements: a. It has sound corporate governance b. It has a core capital adequacy ratio of no less than four percent c. It has been profitable in the last three years d. It has sufficient loan loss reserve e. Its risk monitoring indices comply with applicable rules; and f. It has not been engaged in material violation of laws or regulations in the last three years 2. The Guarantor If an entity chooses to issue the bonds through a special purpose vehicle, it will guarantee the issuer s obligations under the bonds. 3. The Lead Manager and Co-Managers (the Managers ) The Lead Manager will be an investment bank and will arrange and manage the process of issuing the bonds. The Lead Manager will also advise the on the type, amount, timing and pricing of the issue. The issue can have two or more Joint Lead Managers. The may also have Co-Managers, again who are investment banks, who along with the Lead Manager will attempt to sell the bonds to investors. 4. Placing Banks (for retail only) If the bonds are offered to the retail public, a group of Placing Banks will be appointed by the to receive and process applications from the retail investors. Given the restrictions on opening of RMB accounts and settlement of payment on RMB, the Placing Banks will be banks that have RMB deposit business in Hong Kong. 5. Market Maker (for retail only) Placing Banks are required to commit to act as market maker to, subject to certain conditions, make two-way price of the bonds to retail investors. 6. Nominee (for retail only) Nominees are appointed by the issuer to open and maintain a designated nominee account and a designated deposit account with the placing banks on behalf of the issuer for the receipt, holding and dealing with any subscription monies paid into the accounts in relation to the subscription of the bonds.

8 7. Trustee or Fiscal Agent The may appoint a trustee to represent the interests of the bondholders. A Trust Deed will set out the powers and duties of the trustee, which is likely to be a professional company. The Trustee is the interface between the and the Investors. The advantages for the are: the only needs to deal with one entity rather than the potentially many bondholders; and the Trustee usually has power to waive defaults if not material and agree minor amendments to the bond terms without consulting each and every bondholder, thus leading to greater flexibility and speed. In Hong Kong, most companies that issue retail bonds appoint a trustee. If a trustee is not appointed then the will appoint a Fiscal Agent, who will interface with the bondholders when the need arises e.g. publication of notices. The Fiscal Agent does not represent the interests of the bondholders. 8. Paying Agent The Paying Agent is appointed by the to distribute payments of interest and principal. 9. Auditors Usually the Managers will require a comfort letter from the s auditors stating that the financial information in the offering circular has been correctly extracted from the audited financial statements and the s financial systems and that nothing has caused the Auditors to believe that there have been decreases in assets or profit or increases in liabilities of the compared with the financial information disclosed. 10. Legal Counsels Both the and the Lead Manager have their own legal counsel to assist in the preparation and review of the legal documents. For a retail offering, one of the counsels will take the responsibility for communicating with SFC and obtaining necessary approval for publishing the prospectus and marketing materials. 11. RMB Settlement Bank All transfer of fund and payment have to be conducted through the RMB participating banks which in terms maintain accounts with the RMB Settlement Bank for settlement of RMB in Hong Kong

9 RMB Bonds Offering in Hong Kong Milestones 1 to obtain approval of board of directors or other relevant internal approval. 2 to submit application and relevant documents to PBOC with a copy to NDRC as required by the Interim Measures for Administration of Issuance of Renminbi Bonds in Hong Kong SAR by Domestic Financial Institution. 3 to obtain approval from PBOC and foreign debt quota from NDRC. 4 to engage arranger/underwriter to prepare documentation for the offering and to complete the issuance within 60 working days. 5 to decide issue structure based on advice from arranger/underwriter. 6 to obtain approval from SFC on prospectus (under Companies Ordinance) and marketing materials (under Securities and Future Ordinance). [for retail offering only] 7 to appoint placing banks for the retail offering. 8 Retail offering open for subscription. 9 Retail offering close for subscription. 10 to determine final issue size based on subscription results. 11 Issue of the bonds and payment to the take place. 12 to file written reports on the issue with PBOC, NDRC and SAFE and register the bond funds with the relevant local SAFE branch within 10 working days. 13 Proceeds of the issue to be remitted back to PRC within 30 working days after the issue date of the bonds