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招商地产: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)2015-12-22  

						    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
                                                                      1
                                       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.




                                            2
                            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
                                                3
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


                                                        4
                                     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

                                                      5
                                                           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.




                                           6
        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;

                                             7
      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.




                                            8
                          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




                                                 9
         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
                                          10
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.




                                           11
             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




                                          12
                  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
                                             13
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.
                                             14
     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
                                            15
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.




                                             16
                                       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)




                                               17
                               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/).




                                           18
                      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.




                                           19
                      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.




                                            20
                             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.




                                          21
           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.




                                           22
          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.




                                         23
              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
                                           24
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.




                                          25
                          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




                                                 26
             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




                                          27
                  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.
     II. Way of order

                                             28
     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
                                             29
     The transfer registration restricted account can only make the sell order
declaration 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) Transaction date
     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 RMB fund is settled on the T + 1 day, which means that the investor can
withdraw the RMB fund obtained from the sale of shares that day (T day) in the
following trading day (T + 1 day).
     With respect to the foreign investors, to which this Chapter is applicable to, the
RMB fund obtained from sale of shares cannot be used, withdrawn and required to be
converted into HKD in accordance with requirements of State Administration of
Foreign Exchange, namely, the securities company converts the RMB fund into HKD
and make the settlement. Therefore, the RMB fund obtained from sale of shares of
                                           30
investor’s transfer registration restricted account will be settled on the T + 1 day; the
HKD fund that can be withdrawn finally will be settled on the T + 3 day after foreign
exchange purchase bank has purchased foreign exchange, which means the investor
may apply to the securities company to withdraw the HKD obtained from sale of
shares on the T + 3 day. Investor may inquire of the securities company where
transactions of transfer registration account are made about the specific ways of
details.
     VI. Payment of fund
     Investor may send withdrawal application to the securities company on and
following T + 3 day. The withdrawal application procedures are same as the current
withdrawal procedures of investor’s B-shares. After withdrawal application
procedures pass the internal audit of the securities company, the securities company
transfer the net amount of HKD fund that investor applies for withdrawal to the
investor after deducting charges for remittance.
     Before the investor makes the withdrawal application, the interest accrued when
HKD fund is deposited in each domestic security company and current interest of
HKD within the same period will be settled with the investor and included in the fund
account of investor accordingly on the value date.
     In case that any foreign investor has intention to hold RMB, the investor needs to
make an application to the custody securities company for cross-border RMB
payment; the securities company will submit the required application file relating to
the cross-border RMB payment to China Merchants Bank, which, finally, will transfer
the cross-border RMB to the account of investor in the foreign bank directly as
entrusted the securities company. This way of payment is to be announced and
implemented separately when we have obtained the approval of relevant regulatory
departments and developed corresponding technologies.
     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.
                                             31
32
                                      Section IV Trading Cost

     The foreign investor who opens the transfer registration restricted account is
required to pay commission, stamp tax, etc. same as the current ordinary A-share
securities account and the foreign exchange purchase expenses of RMB to HKD and
charges for remittance of HKD. Currently, the foreign exchange purchase of HKD
involves no additional expenses and the exchange rate when purchasing foreign
exchange uses the selling price of spot exchange of RMB to HKD on the T + 2 day
(must be the opening day of foreign exchange market) when the foreign exchange
purchase bank purchasing foreign exchange. Charges for remittance of HKD are
subject to the charges of the foreign exchange purchase bank.
                                           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)
                     It is handled in
                     accordance with
                     the selling price
                     of spot exchange
 Foreign
                     of RMB to USD
 exchange
                     when the foreign
 purchase
                     exchange
 expense of HKD
                     purchase bank
                     purchasing
                     foreign
                     exchange.
 Charges       for   Charges       for
                                                                            √
 remittance     of   remittance     of
                                              33
HKD   HKD are subject
      to the charges of
      the       foreign
      exchange
      purchase bank.




                          34
                                Section V Inquiry Business

     After ZSJB shares are converted into the transfer registration restricted account
of CMSIZH, the investor 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 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/).




                                           35
                       Section VI 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.




                                           36
                      Section VII General Meeting of Shareholders

     After the custody relationship for the transfer registration restricted account has
been established, investor may make the online voting in accordance with the current
voting procedures for the ordinary A-share securities account.
     Investor may also attend the General Meeting of Shareholders and make the
voting on the scene in person or by proxy. With respect to the investor who intends to
be present at the meeting, at the day of General Meeting of Shareholders, individual
investor shall hold stock account card (the investor 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 investor shall hold the stock account card of
the unit of shareholder (the investor 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.




                                            37
                            Section VIII 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.




                                          38
         Section IX Cancellation of Transfer Registration Restricted Account

     When remaining CMSIZH A-shares in the transfer registration restricted account
of investor is zero, the securities company where transactions of transfer registration
restricted account are made may cancel the transfer registration restricted account.




                                           39
          Section X 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.




                                         40
         Chapter III Foreign Investor for Non-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 non-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 the securities company where transactions of transfer registration restricted
account are made 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 non-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, and relevant investors shall fully understand
the restrictions on trading;
     3. No transaction and settlement are made temporarily by securities company
after CSDC allocates transfer registration restricted account to the investor. Investor is
required to designate one domestic securities company as that where transactions of
transfer registration restricted account are made and handle formalities for opening
fund account in the business department of this securities company to achieve the
normal sale of CMSIZH A-shares from this transfer registration restricted account.
Where investor fails to declare the securities company where transactions of transfer
registration restricted account are made designated by himself/herself as at December
7, 2015, CMSIZH will entrust the CMS as the securities company where transactions
of transfer registration restricted account are made;
                                            41
      4. 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;
      5. Investors shall fully understand the differences of trading rules between
B-shares and A-shares;
      6. Stock code of trade declaration of CMSIZH A-shares is [ ] and name of
securities is “[ ]”
      7. Investors shall continuously pay attention to relevant announcements issued
by CMPD and CMSIZH and learn the progress of this stock-for-stock merger;
      8. Investor may inquire of the securities company where transactions of transfer
registration restricted account are made about the specific ways of business operation
relating to the account conversion.
      9. 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.




                                           42
                          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
                                                  Provide business consultation and handling
China      Merchants    China      Merchants
                                                  service for the investor involved in this
Securities Co., Ltd.    Securities
                                                  account conversion
                                                  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




                                                 43
             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. Investor may contact CMS and designate the future custody unit of CMSIZH
A-shares prior to December 14, 2015.
     2. Where investor fails to contact CSDC and designate the future custody unit of
CMSIZH A-shares prior to December 14, 2015, and transfer the custody to the
custody unit designated by CMS, the shares owned this investor 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




                                          44
                   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.
     As B-share securities account of investor is not opened in any domestic securities
company, the investor, after knowing relevant matters concerning this account
conversion, is required to designate one domestic securities company as that where
future transactions of transfer registration restricted account will be made (see Section
II of this Chapter for details). Investor is required to handle the formalities for
opening fund account in this securities company and this securities company has
opened the fund account of transfer registration restricted account of investor, then the
inquiry and sell order declaration relating to the CMSIZH A-shares in the transfer
registration restricted account can be made.
     Investor, after knowing relevant matters concerning this account conversion, is
required to determine one securities company as that where future transactions of
transfer registration restricted account will be made and handle formalities for
opening fund account in the business department of this securities company to achieve
the normal sale of CMSIZH A-shares from this transfer registration restricted account.
It is suggest that the aforesaid investor gives preference to the CMS as the securities
company where future transactions of transfer registration restricted account will be
made.
     II. Way of account opening
     For detailed procedures relating to the account opening formalities, investor may
consult the CMS.

                                            45
     Investor cannot make the sell order declaration of CMSIZH A-shares until the
securities company where future transactions of transfer registration restricted account
will be made has been determined and account has opened in this securities company.
     Investor may contact CMS (entrusted by CMSIZH) and inquire about the
information relating to the transfer registration restricted account.
     Meanwhile, investor may also contact CMS and consult the business procedures
relating to the account opening, subsequent operations of transfer registration
restricted account, etc. involved in this account conversion, and may complete the
handling of aforesaid businesses in CMS. Investor, after knowing details of relevant
businesses, may also choose other domestic securities companies and handle relevant
businesses. For procedures for handling businesses, investor may consult the
securities company chosen by him/her.
     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
     III. Way of order
     After the securities account where transactions of transfer registration restricted
account are made has completed account opening procedures for the investor, way of
sell order relating to the investor’s transfer registration restricted account will be
declared in various ways 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 fund account number and trading password set
when opening account, inquire about the remaining CMSIZH A-shares and fund
balance of transfer registration restricted account and make sell order declaration.
     IV. Real-time market situation
     Investor may obtain the real-time market situation and information of and
                                            46
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 future transfer registration restricted account are made, such as on-site
self-service terminal of business department, online trading client terminal, etc.
     V Main trading rules
     Stock code of sell order declaration of CMSIZH A-shares is [ ], name of
securities is “[ ]” and 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
declaration 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) Transaction date
     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
                                             47
     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
     VI. 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 RMB fund is settled on the T + 1 day, which means that the investor can
withdraw the RMB fund obtained from the sale of shares that day (T day) in the
following trading day (T + 1 day).
     With respect to the foreign investors, to which this Chapter is applicable to, the
RMB fund obtained from sale of shares cannot be used, withdrawn and required to be
converted into HKD in accordance with requirements of State Administration of
Foreign Exchange, namely, the securities company converts the RMB fund into HKD
and make the settlement. Therefore, the RMB fund obtained from sale of shares of
investor’s transfer registration restricted account will be settled on the T + 1 day; the
HKD fund that can be withdrawn finally will be settled on the T + 3 day after foreign
exchange purchase bank has purchased foreign exchange, which means the investor
may apply to the securities company to withdraw the HKD obtained from sale of
shares on the T + 3 day. Investor may inquire of the securities company where
transactions of transfer registration account are made about the specific ways of
details.
     VII. Payment of fund
     After inquiring that balance of HKD in the fund account opened in the securities
company where transactions of transfer registration restricted account are made
                                            48
increases, investor may send withdrawal application to this securities company; with
respect to the details of withdrawal application procedures, formalities, final way of
payment of fund and costs, investor may inquire of this securities company.
     VIII. 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.




                                            49
                                     Section IV Trading Cost

     The foreign investor who opens the transfer registration restricted account is
required to pay commission, stamp tax, etc. same as the current ordinary A-share
securities account and the foreign exchange purchase expenses of RMB to HKD and
charges for remittance of HKD. Currently, the foreign exchange purchase of HKD
involves no additional expenses and the exchange rate when purchasing foreign
exchange uses the selling price of spot exchange of RMB to HKD on the T + 2 day
(must be the opening day of foreign exchange market) when the foreign exchange
purchase bank purchasing foreign exchange. Charges for remittance of HKD are
subject to the charges of the foreign exchange purchase bank.
                                          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)
                     It is handled in
                     accordance with
                     the selling price
                     of spot exchange
 Foreign
                     of RMB to USD
 exchange
                     when the foreign
 purchase
                     exchange
 expense of HKD
                     purchase bank
                     purchasing
                     foreign
                     exchange.
 Charges       for   Charges     for
 remittance     of   remittance   of                                        √
 HKD                 HKD are subject
                                             50
to the charges of
the       foreign
exchange
purchase bank.




                    51
                                Section V Inquiry Business

     After ZSJB shares are converted into the transfer registration restricted account
of CMSIZH, the investor 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 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/).




                                           52
                       Section VI 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.




                                           53
                      Section VII General Meeting of Shareholders

     After having determined the domestic securities company where transactions of
transfer registration account will be made and handled account opening procedures in
this securities company, investor may make the online voting in accordance with the
current voting procedures for the ordinary A-share securities account.
     Investor may also attend the General Meeting of Shareholders and make the
voting on the scene in person or by proxy. With respect to the investor who intends to
be present at the meeting, at the day of General Meeting of Shareholders, individual
investor shall hold stock account card (the investor 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 investor shall hold the stock account card of
the unit of shareholder (the investor 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.
     Investor who has not determined the securities company where future
transactions of transfer registration restricted account will be made and handled
account opening procedures in this securities company is required to contact the
CMSIZH and attend the General Meeting of Shareholders and vote by himself/herself.
     Contact information of CMSIZH:
     Address: 29/F, New Times Plaza, No. 1, Taizi Road, Shekou, Nanshan District,
Shenzhen
     Contact person: Zhu Yu
     Tel.: 0755-26819627
     Fax: 0755-26817225
     Email: zhuyu@cmhk.com


                                            54
                            Section VIII Allotment of Shares

     Before foreign residents can subscribe A-shares, or foreign residents sell all
CMSIZH A-shares held by them, CMSIZH A-shares 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.




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         Section IX Cancellation of Transfer Registration Restricted Account

     When remaining CMSIZH A-shares in the transfer registration restricted account
of investor is zero, the securities company where transactions of transfer registration
restricted account are made may cancel the transfer registration restricted account.




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          Section X 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.




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    (This page is left for signature on 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)




                                    China Merchants Property Development Co., Ltd.




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