招商局Ｂ：招商局蛇口工业区控股股份有限公司换股吸收合并公司并在深圳证券交易所上市A、B股证券账户转换投资者操作指引（英文版）_股票频道

Operational Guidelines for Account

Conversion Investors Related to the

Stock-for-stock Merger of China Merchants

Property Development Co., Ltd. by China

Merchants Shekou Industrial Zone Holdings

Co., Ltd. and the Listing of A and B-share

Securities in SZSE

December, 2015

Contents

Part I: Business Notice .................................................................................................................... 3

I. Classification of B-share Investors ............................................................................. 3

II. Classification of Investors of Operational Guidelines............................................. 3

III. Comparison Table of Main Differences between B-shares and A-shares ........... 4

Part II Operational Guidelines for Investors ............................................................................... 7

Chapter I Domestic Individual Investor ............................................................................... 7

Section I Business-related Organizations ...................................................................... 9

Section II Establish Association Relationship between Subaccount of A-shares and

Subaccount of B-shares................................................................................................. 10

Section III Determine the Custody Unit of CMSIZH A-shares ................................ 12

Section IV Transfer Registration Restricted Account ............................................... 13

Section V Trading Cost................................................................................................. 17

Section VI Inquiry Business ......................................................................................... 18

Section VII Change of Account Information .............................................................. 19

Section VIII General Meeting of Shareholders .......................................................... 20

Section IX Allotment of Shares .................................................................................... 21

Section X Cancellation of Transfer Registration Restricted Account ...................... 22

Section XI Pledge, Freezing and Non-trading Transfer of Account ......................... 23

Chapter II Foreign Investors for Domestic Transaction ................................................... 24

Section I Business-related Organizations .................................................................... 26

Section II Determine the Custody Unit of CMSIZH A-shares .................................. 27

Section III Transfer Registration Restricted Account ............................................... 28

Section IV Trading Cost ............................................................................................... 33

Section V Inquiry Business ........................................................................................... 35

Section VI Change of Account Information ............................................................... 36

Section VII General Meeting of Shareholders ............................................................ 37

Section VIII Allotment of Shares ................................................................................. 38

Section IX Cancellation of Transfer Registration Restricted Account .................... 39

Section X Pledge, Freezing and Non-trading Transfer of Account .......................... 40

Chapter III Foreign Investor for Non-domestic Transaction ........................................... 41

Section I Business-related Organizations .................................................................... 43

Section II Determine the Custody Unit of CMSIZH A-shares .................................. 44

Section III Transfer Registration Restricted Account ............................................... 45

Section IV Trading Cost ............................................................................................... 50

Section V Inquiry Business ........................................................................................... 52

Section VI Change of Account Information ............................................................... 53

Section VII General Meeting of Shareholders ............................................................ 54

Section VIII Allotment of Shares ................................................................................. 55

Section IX Cancellation of Transfer Registration Restricted Account .................... 56

Section X Pledge, Freezing and Non-trading Transfer of Account .......................... 57

Special notes

The scheme on stock-for-stock merger of China Merchants Property

Development Co., Ltd. by China Merchants Shekou Industrial Zone Holdings Co.,

Ltd. and listing in SZSE has been reviewed and approved by the General Meeting of

Shareholders of CMSIZH and CMPD respectively on October 9, 2015. On November

27, 2015, China Securities Regulatory Commission issued the Official Reply on

Approval of Stock-for-stock Merger of China Merchants Property Development Co.,

Ltd. by China Merchants Shekou Industrial Zone Holdings Co., Ltd. and Raising of

Supporting Funds (Z.J.X.K [2015] No. 2766).

In order to ensure smooth implementation of this stock-for-stock merger and to

guide the investors to complete the operation businesses of account conversion related

to the transfer from the ZSJB shares to the CMSIZH A-shares, the Operational

Guidelines has been prepared based on communications and discussions among all

related parties.

Part of basic procedures concerning this account conversion, such as the

withdrawal registration of B-shares and initial registration of A-shares, will be further

defined by relevant regulatory organizations or executive organizations by issuing

documents or notices. This Operational Guidelines just serve as general description

and the specific operational procedures shall be subject to the documents or notices

issued by relevant regulatory organizations or executive organizations.

This Operational Guidelines are prepared in both Chinese and English. In case of

any discrepancy, the Chinese version shall prevail.

Part I: Business Notice

As many types of investors are involved in this stock-for-stock merger of CMPD

by CMSIZH and the business operations relating to the account conversion of

different investors vary, in order to guarantee that all types of investors can conduct

transactions smoothly after ZSJB shares are converted into CMSIZH A-shares, we

hope that investors can carefully read the following instructions on the type of

investors, confirm which one you fall into and read corresponding part in Part II

“Operational Guidelines for Investors” herein to complete account conversion and

subsequent business operations.

I. Classification of B-share Investors

Investor is classified into domestic investor, foreign investor for domestic

transaction and foreign investor for non-domestic transaction in accordance with the

identity type of the investor and declaration ways for future transactions.

Type of Investor Standard of Classification

Domestic individual The domestic individual investor who opens a B-share securities

investor account in domestic securities company and conducts transaction

through the transaction system of domestic securities company

Foreign investor for The foreign investor who opens a B-share securities account in

domestic transaction domestic securities company and conducts transaction through

the transaction system of domestic securities company

Foreign investor for The foreign investor who opens an independent B-share

non-domestic transaction securities account in foreign broker and conducts transaction

through the foreign broker.

II. Classification of Investors of Operational Guidelines

Account conversion procedures and subsequent operations involved in this

stock-for-stock merger of CMPD by CMSIZH are classified and operated in

accordance with the types of investor shown below After confirming the type of

B-share securities account, investor can understand his/her own type in accordance

with the following standards of classification and accordingly read corresponding

contents of this Guidelines to operate this account conversion business:

Type of Investor Standard of Classification Corresponding Contents of

Operational Guidelines

Domestic individual The domestic individual investor Part II “Chapter I Domestic

investor who opens a B-share securities Individual Investor”

account in domestic securities

company and conducts transaction

through the transaction system of

domestic securities company

Foreign investor for The foreign investor who opens a Part II “Chapter II Foreign

domestic transaction B-share securities account in Investor for Domestic

domestic securities company and Transaction”

conducts transaction through the

transaction system of domestic

securities company

Foreign investor for The foreign investor who opens an Part II “Chapter III Foreign

non-domestic independent B-share securities Investor for Non-domestic

transaction account in foreign broker and Transaction”

conducts transaction through the

foreign broker.

III. Comparison Table of Main Differences between B-shares and A-shares

Contents of Comparison B-shares A-shares

Monday to Friday, trading Monday to Friday, trading

Trading date suspended on Saturday, suspended on Saturday,

Sunday and national holidays Sunday and national holidays

Market order: The quotation Market order: The quotation

is made at the market price is made at the market price

and the declaration can only and the declaration can only

Way of order quotation be made during continuous be made during continuous

trading hours trading hours

Limit order: The quotation is Limit order: The quotation is

made at a specified price made at a specified price

9:15 to 9:20: Accept the trade 9:15 to 9:20: Accept the trade

declaration and the declaration and the

cancellation cancellation

9:20 to 9:25: Accept the trade 9:20 to 9:25: Accept the trade

The trade declaration is

declaration, but do not accept declaration, but do not accept

processed by the system of

the declaration of cancellation the declaration of cancellation

exchange before opening

9:25 to 9:30: Accept the trade 9:25 to 9:30: Accept the trade

declaration and the declaration and the

declaration of cancellation, declaration of cancellation,

but do not process it but do not process it

9:30 to 11:30 and 13:00 to 9:30 to 11:30 and 13:00 to

Continuous trading hours

14:57 14:57

Stage of closing call auction 14:57 to 15:00 14:57 to 15:00

Minimum declared quantity

of buying for single 100 shares 100 shares

transaction

Quantity sold less than the

Zero share, one-off sale Zero share, one-off sale

minimum declared quantity

declared declared

for single transaction

Minimum fluctuating price HKD 0.01 RMB 0.01

Limit of change 10% 10%

Rotary trading day T + 1 day T + 1 day

Shares are delivered on the T

Settlement system T + 3 day + 0 day, while the fund is

delivered on the T + 1 day

Margin trading None Yes

The above differences are concluded only by making comparison between the

B-shares and A-shares, which are not applicable to the all the investors after ZSJB

shares are converted into CMSIZH A-shares. Different business operations apply to

different types of investors; for details, please refer to corresponding contents in the

Part II herein.

Part II Operational Guidelines for Investors

Chapter I Domestic Individual Investor

In order to guarantee that investors can conduct transactions smoothly after ZSJB

shares are converted into CMSIZH A-shares, the domestic individual investors, to

which this Chapter is applicable, shall fully understand and confirm the matters

shown below:

1. With respect to the investor who holds the CMSIZH A-shares as the shares are

not sold at the last trading day of ZSJB shares and fails to validly declare the cash

option, sale of shares in future will be liquidated by RMB and settled by RMB finally.

2. Investor needs to contact the securities company where transactions of B-share

securities account are made, which will apply to the CSDC to establish association

relationship between the subaccount of A-shares and subaccount of B-shares under

the one password account instead. For detailed operation definitions and procedures,

please refer to relevant contents specified in “Section II Establish Association

Relationship between Subaccount of A-shares and Subaccount of B-shares” of this

Chapter;

3. With respect to the investor who has no A-share securities account under the

one password account or has not confirmed the association relationship despite having

an A-share securities account (hereinafter referred to as “Lack of Corresponding

A-share Securities Account” as at December 7, 2015, CMSIZH will apply to the

CSDC to allocate one transfer registration restricted account which only can make the

sell order declaration. Investors shall fully understand the restrictions on trading;

4. It is required that the investor who is allocated the transfer registration

restricted account shall handle formalities relating to sale in the securities company in

accordance with the requirements of the securities company prior to sale;

5. Investor shall confirm that he/she is the investor, to which this Chapter is

applied, otherwise, potentially, relevant contents of this Operational Guidelines are

not complete applicable;

6. Investors shall fully understand the differences of trading rules and expenses

between B-shares and A-shares;

7. Stock code of trade declaration of CMSIZH A-shares is [ ] and name of

securities is “[ ]”;

8. Investors shall continuously pay attention to relevant announcements issued

by CMPD and CMSIZH and learn the progress of this stock-for-stock merger;

9. Investors may inquire of the securities company where transactions of B-share

securities account are made about the specific ways of business operation relating to

the account conversion.

10. Any investor who is involved in the agreed repurchase shall handle the earlier

repurchase formalities no later than the trading day prior to the registration date of

stock-for-stock merger; with respect to the investor involved in the repurchase by

stock pledge, the pledge originally set up will remain effective on the new code.

Section I Business-related Organizations

Full name of Abbreviation in this

Main relevant matters

organization Guidelines

China Merchants

Shekou Industrial

CMSIZH Information disclosure

Zone Holdings Co.,

Ltd.

China Merchants

Property

CMPD, ZSJB shares Information disclosure

Development Co.,

Ltd.

China Securities

Depository and Allocation of transfer registration restricted

CSDC

Clearing account

Corporation Limited

Shenzhen Stock Restrictions on buy order declaration of

SZSE

Exchange transfer registration restricted account

Handle all business applications of investors

and consultation, communication and notice;

assist investors in opening A-share securities

Domestic securities Domestic securities

account, confirm the association relationship

companies companies

between the A-share account and B-share

account and handling relevant formalities

required by sale of shares

Section II Establish Association Relationship between Subaccount of

A-shares and Subaccount of B-shares

After the unified account platform of CSDC goes online, the one password

account will be set up for investor on the basis of the original A-share securities

account B-share securities account in SSE (Shanghai Stock Exchange) and SZSE

which will be used to summarize and record the holding and changes of securities

under each subaccount of investor, and the original securities account will be used to

record the specific situations relating to particular trading places that investor

participates in or be used to record the holding and changes of particular types of

securities of investor in the subaccount, and association relationship will be

established between the one password account and subaccount.

1. With respect to the investor who has A-share securities account and B-share

securities account under the one password account and has confirmed the association

relationship, CMSIZH A-shares will be initially registered in the A-share securities

account after the withdrawal of ZSJB shares has been registered.

The investor who has 2 A-share securities accounts or above under the one

password account and has confirmed the association relationship may choose the

A-share securities account as the account that CMSIZH A-shares will be initially

registered in the following order: firstly, choose the A-share securities account

consistent with the information declaration broker and entrusted broker of ZSJB

shares; secondly, choose the A-share securities account opened lately as the account

that CMSIZH A-shares will be initially registered.

2. It is suggested that the investor who has A-share securities account and

B-share securities account under the one password account, but has not confirmed the

association relationship should handle the formalities relating to the confirmation of

association relationship in the securities company where transactions of B-share

securities account are made prior to December 7, 2015.

3. The investor who has B-share securities account under the one password

account, but has not opened A-share securities account may open A-share securities

account and confirm the association relationship prior to December 7, 2015. It is

suggest that investors should handle the opening of A-share securities account in

business department of broker where transactions of B-share securities account are

made. With respect to the investor who has no A-share securities account under the

one password account or has not confirmed the association relationship despite having

an A-share securities account (hereinafter referred to as “Lack of Corresponding

A-share Securities Account” as at the aforesaid date, CMSIZH will apply to the

CSDC to allocate one transfer registration restricted account. Please refer to “Section

III Transfer Registration Restricted Account”. CMSIZH A-shares will be initially

registered in the transfer registration restricted account after the withdrawal of ZSJB

shares has been registered.

Please note that the investor firstly needs to check that A-share securities account

and B-share securities account are under the same one password account and the

association relationship between them has been confirmed with the securities

company where transactions of B-share securities account are made; in case

information between A-share account and B-share account is not consistent, the

investor should contact the securities company where transactions of B-share

securities account are made as early as possible, modify the account information and

handle the formalities relating to the transfer and confirmation of association

relationship.

Section III Determine the Custody Unit of CMSIZH A-shares

As SZSE implements the shares custody transfer trading system, one investor

may have more than one custody unit under one securities account. Therefore, after

the association relationship between A-share securities account and B-share securities

account has been confirmed, custody unit of CMSIZH A-shares will be determined in

accordance with the principles shown below after stock conversion:

1. Domestic securities company must designate the custody unit of A-shares

corresponding to each custody unit of B-shares prior to the designated deadline,

which shall ensure investors can normally trade the CMSIZH A-shares, and CMSIZH

A-shares will be held in custody in the custody unit of A-shares corresponding to the

original custody unit of B-shares after ZSJB shares are converted into CMSIZH

A-shares.

2. Where the securities company fails to contact CSDC and designate the

custody unit of A-shares, A-shares will be transferred to the custody unit designated

by CMS, and investor may contact the CMS directly to handle custody transfer or

make transaction directly.

Contact information relating to the consultation and business of CMS:

Contact person: China Merchants Securities Co., Ltd.

National customer service telephone: 95565

Overseas hotline: 86-755-26951111

Fax: 0755-26450088

Email: sbox@cmschina.com.cn

Section IV Transfer Registration Restricted Account

I. Allocation of transfer registration restricted account and third-party depository

business handling

With respect to the domestic individual investor who has no A-share securities

account under the one password account or has not confirmed the association

relationship despite having an A-share securities account (hereinafter referred to as

“Lack of Corresponding A-share Securities Account”, CMSIZH will apply to the

CSDC to allocate one transfer registration restricted account to the aforesaid investor

freely in accordance with the information of B-share securities account. As this

securities account is restricted, only the sell order declaration can be made.

The securities company will notify investors of relevant matters concerning the

allocation of transfer registration restricted account by network, telephone, text

message, announcement in places of business, etc. Business department of each

securities company will assist the investor in opening the RMB settlement function

for the original R-share fund account, and investor is required to handle the

third-party depository formalities for the transfer registration restricted account in the

business department of securities account before making subsequent sell order

transactions relating to the transfer registration restricted account.

Investor is required to sign the third-party depository agreement and handle the

third-party depository formalities relating to the fund account in accordance with

relevant regulations concerning third-party depository business of fund account

specified by the securities company. The general handling procedures are that the

securities company sends the predesignated information relating to the fund account

with RMB settlement function to the third-party depository bank, investor handles

third-party depository formalities of fund account in the business branch of depository

bank and then the third-party deposit of investor’s fund account is achieved. Investor

may inquire of the securities company where transactions of B-share securities

account are made about the specific procedures for business handling and required

information.

After the transfer registration restricted account is allocated, investor may inquire

the securities company that CMSIZH A-shares obtained from stock conversion have

been automatically transferred into the transfer registration restricted account of

investor by inquiry counter, telephone, online trading system, etc. After listing of

CMSIZH A-shares, investor may sell the CMSIZH A-shares in the original trading

procedures of B-share securities account.

II. Way of order

After listing of CMSIZH A-shares, way of sell order relating to the investor’s

transfer registration restricted account will be declared in the way of order that

investor has applied to the business department of securities company where

transactions of transfer registration restricted account are made to open; where the

online trading order has been opened, investor may login in the online trading system

through the original B-shares’ fund account number and trading password with RMB

settlement function, inquire about the remaining CMSIZH A-shares and fund balance

of transfer registration restricted account and make sell order declaration.

III. Real-time market situation

Investor may obtain the real-time market situation and information of and

suspension and resumption of trading relating to the CMSIZH A-shares through the

existing market situation display channel and way of the securities company where

transactions of transfer registration restricted account are made, such as on-site

self-service terminal of business department, online trading client terminal, etc.

IV Main trading rules

Stock code of sell order declaration of CMSIZH A-shares is “[ ]” and name of

securities is “[ ]”. The way of sell order declaration is basically same as the operation

of B-shares.

(I) Limit of change

A-shares shall not increase or decrease by 10% from the closing price of last

trading day within trading hours that day.

New shares listed initially are free of the limit of change.

Limit of change on ST shares and the shares that split share structure reform has

not been finished is 5%.

(II) Rotary trading system

The T + 1 rotary trading system is implemented for the A-shares, namely, the

shares brought that day can be sold in the following day. The investor relating to the

transfer registration restricted account is only allowed to make the sell order

declaration, so the rotary trading is not applicable.

(III) Trading unit

The transfer registration restricted account can only make the sell order and the

declared quantity shall be 100 shares or its integral multiple. One-off sale declaration

shall be made for the remaining shares less than 100 shares.

(IV) Minimum fluctuating price

Minimum fluctuating unit of declared price of A-shares is RMB 0.01.

(V) Trading hours

Monday to Friday (excluding the national holidays and day of suspension of

trading stipulated by exchange);

9:15 to 9:25 of each trading day is the stage of opening call auction, wherein:

9:15 a.m. to 9:20 a.m.: Accept the trade declaration and the cancellation

9:20 a.m. to 9:25 a.m.: Accept the trade declaration, but do not accept the

declaration of cancellation

The order that is not made during the call auction will automatically enter into

the continuous auction;

From 9:30 to 11:30 and from 13:00 to 14:57 of each trading day is the time of

continuous auction;

14:57 to 15:00 is the stage of closing call auction

V. Liquidation and settlement

Same rules are applied in transfer registration restricted account and ordinary

A-share securities account and shares are liquidated and settled on the T + 0 day,

which means that the quantity of shares equal to the quantity of shares sold and

concluded that day (T day) by the investor will be decreased in the securities account

that day; the fund is settled on the T + 1 day, which means that the investor can

withdraw the fund obtained from the sale of shares that day (T day) in the following

trading day (T + 1 day).

VI. Payment of fund

As the fund account with RMB settlement function has been opened and the

third-party formalities have been handled in accordance with the current account

opening requirements relating to the of A-share securities account, the investor may

transfer and withdraw the fund obtained from the sale of shares through the

third-party depository bank of A-shares on the T + 1 day.

Investor cannot complete the sell order of CMSIZH A-shares through the transfer

registration restricted account until the transfer registration restricted account has been

opened in the securities company where transactions of transfer registration restricted

account will be made and third-party depository formalities have been handled, so the

investor needs to handle relevant business formalities in the business department of

securities company as early as possible.

VII. Capitalizing of common reserves, bonus shares and dividend distribution

The capitalizing of common reserves, registration of bonus shares and dividend

distribution relating to the shares in the transfer registration restricted account shall be

handled by reference to the existing normal A-share account.

VIII. Differentiated dividend tax

Calculation and withholding of differentiated dividend tax are handled in

accordance with the existing business rules.

Section V Trading Cost

Trading cost relating to the investor who has established association relationship

between the subaccount of A-shares and subaccount of B-shares and the investor who

is allocated the transfer registration restricted account is same as the current

transaction cost of ordinary A-share securities account.

Ordinary Ordinary Transfer

Name of Trading B-share A-share Registration

Rate

Cost Securities Securities Restricted

Account Account Account

Commission for Refer to original

domestic transaction

account opening commission of √ √ √

securities A-share or

company B-share

0.1% (only

Stamp tax √ √ √

charge the seller)

0.05% (charged

Liquidation

based on the √

expense

trading amount)

Section VI Inquiry Business

After ZSJB shares are converted into CMSIZH A-shares, the investor who has

established one password association relationship between the subaccount of A-shares

and subaccount of B-shares may inquire about the remaining securities in the account

and balance of fund in the current inquiry way relating to the securities account in the

securities company where transactions of A-share securities account are made; the

investor who is allocated the transfer registration restricted account may make an

inquiry in the current inquiry way relating to the securities account in the securities

company where transactions of transfer registration restricted account are made.

In addition, all investors may obtain all the disclosed information relating to this

stock-for-stock conversion from the website of SZSE (http://www.szse.cn/).

Section VII Change of Account Information

The information relating to the transfer registration restricted account is copied

from current information of investor’s B-share securities. The investor whose identity

information is changed is required to contact the securities company promptly, which

is required to promptly handle the information change to the B-share securities

account and transfer registration restricted account to ensure consistency.

Section VIII General Meeting of Shareholders

After the custody relationship for the transfer registration restricted account has

been established and third-party depository formalities have been handled, investors

may make the online voting in accordance with the current voting procedures for the

ordinary A-share securities account.

Investors may also attend the General Meeting of Shareholders and make the

voting on the scene in person or by proxy. With respect to the investors who intends to

be present at the meeting, at the day of General Meeting of Shareholders, individual

investors shall hold stock account card (the investors allocated the transfer registration

restricted account may only hold the original B-share securities account card),

personal ID card or other valid certificates or paper of identification that can prove the

identity); representative of institutional investors shall hold the stock account card

(the investors allocated the transfer registration restricted account may only hold the

original B-share securities account card) and certificate provided by the unit of

shareholder when attending the General Meeting of Shareholders. Agent shall also

present the power of attorney and valid personal ID.

Section IX Allotment of Shares

Before foreign residents can subscribe A-shares, or foreign residents sell all

CMSIZH A-shares held by them, CMSIZH will take the fact that the part of trading

rights relating to the A-share securities account are restricted with extreme caution

and fully consider fairness of participation right of various investors when handling

relevant matters including allotment of shares.

Section X Cancellation of Transfer Registration Restricted Account

When remaining CMSIZH A-shares in the transfer registration restricted account

of an investor is zero, the securities company where transactions of transfer

registration restricted account are made may cancel the transfer registration restricted

account.

Section XI Pledge, Freezing and Non-trading Transfer of Account

1. Pledge, non-trading transfer business: are handled in accordance with relevant

business rules of CSDC.

2. Judicial business: is implemented with assistance provided by each securities

company and CSDC.

Chapter II Foreign Investors for Domestic Transaction

In order to guarantee that investors can conduct transactions smoothly after ZSJB

shares are converted into CMSIZH A-shares, the foreign individual investors and

foreign institutional investors for domestic transaction, to which this Chapter is

applicable, shall fully understand and confirm the matters shown below:

1. With respect to the investor who holds the CMSIZH A-shares as the shares are

not sold at the last trading day of ZSJB shares and fails to validly declare the cash

option, sale of shares in future will be liquidated by RMB and settled by HKD finally

by each securities company after purchasing foreign exchange through the foreign

exchange purchase bank, and the exchange rate when purchasing foreign exchange

uses the selling price of spot exchange of RMB to HKD on the T + 2 day (T day is the

trading day) when the foreign exchange purchase bank purchasing foreign exchange;

2. With respect to the foreign individual investors and foreign institutional

investors for domestic transaction, to which this Chapter is applicable, CMSIZH

will apply to the CSDC to allocate one transfer registration restricted account which

only can makes the sell order declaration. Relevant investors shall fully understand

the restrictions on trading;

3. An investor shall confirm that he/she is the investor, to which this Chapter is

applied, otherwise, potentially, relevant contents of this Operational Guidelines are

not complete applicable;

4. Investors shall fully understand the differences of trading rules and expenses

between B-shares and A-shares;

5. Stock code of trade declaration of CMSIZH A-shares is [ ] and name of

securities is “[ ]”;

6. Investors shall continuously pay attention to relevant announcements issued

by CMPD and CMSIZH and learn the progress of this stock-for-stock merger;

7. Investor may inquire of the securities company where transactions of B-share

securities account are made about the specific ways of business operation relating to

the account conversion.

8. Any investor who is involved in the agreed repurchase shall handle the earlier

repurchase formalities no later than the trading day prior to the registration date of

stock-for-stock merger; with respect to the investor involved in the repurchase by

stock pledge, the pledge originally set up will remain effective on the new code.

Section I Business-related Organizations

Full name of Abbreviation in this

Main relevant matters

organization Guidelines

China Merchants

Shekou Industrial

CMSIZH Information disclosure

Zone Holdings Co.,

Ltd.

China Merchants

Property

CMPD, ZSJB shares Information disclosure

Development Co.,

Ltd.

China Securities

Depository and Allocation of transfer registration restricted

CSDC

Clearing account

Corporation Limited

Shenzhen Stock Restrictions on buy order declaration of

SZSE

Exchange transfer registration restricted account

Handle all business applications of investors

Domestic securities Domestic securities and consultation, communication and notice;

companies companies assist investors in handling relevant formalities

required by sale of shares

Section II Determine the Custody Unit of CMSIZH A-shares

As SZSE implements the shares custody transfer trading system, one investor

may have more than one custody unit under one securities account. Therefore,

custody unit of CMSIZH A-shares will be determined in accordance with the

principles shown below after stock conversion:

1. Domestic securities company must designate the custody unit of A-shares

corresponding to each custody unit of B-shares prior to the designated deadline,

which shall ensure investors can normally trade the CMSIZH A-shares, and CMSIZH

A-shares will be held in custody in the custody unit of A-shares corresponding to the

original custody unit of B-shares after ZSJB shares are converted into CMSIZH

A-shares.

2. Where the securities company fails to contact CSDC and designate the

custody unit of A-shares, A-shares will be transferred to the custody unit designated

by CMS, and investor may contact the CMS directly to handle custody transfer or

make transaction directly.

Contact information relating to the consultation and business of CMS:

Contact person: China Merchants Securities Co., Ltd.

National customer service telephone: 95565

Overseas hotline: 86-755-26951111

Fax: 0755-26450088

Email: sbox@cmschina.com.cn

Section III Transfer Registration Restricted Account

I. Allocation of transfer registration restricted account

With respect to all the foreign investors, to which this Chapter is applicable,

CMSIZH will apply to the CSDC to allocate transfer registration restricted account to

the aforesaid investor freely in accordance with the information of B-share securities

account after the cash option business relating to the ZSJB shares has been completed.

As this securities account is restricted, only the sell order declaration can be made.

The securities company will notify investors of relevant matters concerning the

allocation of transfer registration restricted account by network, telephone, text

message, announcement in places of business, etc. Business department of each

securities company will assist the investor in opening the RMB settlement function

for the original R-share fund account before making subsequent sell order transactions

relating to the transfer registration restricted account.

Investors do not have to make additional operations during the process of

allocation of transfer registration restricted account. The securities company where

transaction of investors’ B-share securities account are made will notify investors of

relevant matters concerning the allocation of transfer registration restricted account by

network, telephone, text message, announcement in places of business, etc. prior to

the listing of CMSIZH A-shares. Please pay attention to relevant notices and

announcements.

After the transfer registration restricted account is allocated, investor may inquire

the securities company that CMSIZH A-shares obtained from stock conversion have

been automatically transferred into the transfer registration restricted account by

inquiry counter, telephone, online trading system, etc. After listing of CMSIZH

A-shares, investor may sell the CMSIZH A-shares in the original trading procedures

of B-share securities account.