FOREIGN TRADE LAW

Foreign Trade Law of the People’s Republic of China

(Adopted at the 7th Meeting of the Standing Committee of the Eighth National People’s Congress on May 12, 1994, revised
at the 8th Meeting of the Standing Committee of the Tenth National People’s Congress and promulgated by Order No. 15 of the President
of the People’s Republic of China on April 6, 2004)

Contents

Chapter I General Provisions

Chapter II Foreign Trade Dealers

Chapter III Import and Export of Goods and Technologies

Chapter IV International Trade in Services

Chapter V Protection of Trade-Related Aspects of Intellectual Property Rights

Chapter VI Foreign Trade Order

Chapter VII Foreign Trade Investigation

Chapter VIII Foreign Trade Remedies

Chapter IX Promotion of Foreign Trade

Chapter X Legal Responsibility

Chapter XI Supplementary Provisions

Chapter I

General Provisions

Article 1 This Law is enacted with a view to opening wider to the outside world, developing foreign trade, maintaining foreign
trade order, protecting the legitimate rights and interests of foreign trade dealers and promoting the sound development of the socialist
market economy.

Article 2 This Law is applicable to foreign trade and the protection of foreign-trade-related aspects of intellectual property
rights.

For purposes of this Law, foreign trade refers to the import and export of goods and technologies, and international service trade.

Article 3 The department for foreign trade under the State Council is in charge of foreign trade throughout the country pursuant
to this Law.

Article 4 The State applies a unified system of foreign trade, encourages the development of foreign trade and preserves a
fair and free foreign trade order.

Article 5 The People’s Republic of China, on the principle of equality and mutual benefit, promotes and develops trade relations
with other countries and regions, concludes or accedes to such regional economic and trade agreements as tariff alliances agreement
and free trade zone agreement, and joins regional economic organizations.

Article 6 In the field of foreign trade, the People’s Republic of China, in accordance with the international treaties and
agreements it has signed or acceded to, grants the other signatories or acceding parties most-favored-nation treatment or national
treatment, or on the principle of mutual benefit and reciprocity, grants the other party most-favored-nation treatment or national
treatment, etc.

Article 7 In the event that any country or region adopts prohibitive, restrictive or other similar measures that are discriminatory
in nature against the People’s Republic of China in trade, the People’s Republic of China may, in light of the actual conditions,
take countermeasures against the country or region accordingly.

Chapter II

Foreign Trade Dealers

Article 8 For purposes of this Law, foreign trade dealers refer to the legal persons, other organizations or individuals that
have gone through the formalities of industrial, commercial or other registration in accordance with law and engage in foreign trade
activities in compliance with the provisions of this Law and relevant laws and administrative regulations.

Article 9 A foreign trade dealer who intends to engage in the import and export of goods or technologies shall register with
the department for foreign trade under the State Council or the body it entrusts with the registration, unless otherwise prescribed
by laws, administrative regulations or by the said department. The specific measures for registration shall be formulated by the
department.

Where a foreign trade dealer fails to register as required by regulations, the Customs shall not process the procedures of declaration,
inspection and release for the import or export of goods.

Article 10 The units and individuals engaged in international trade in services shall observe the provisions of this Law, and
of the relevant laws and administrative regulations.

The units engaged in contracted construction of foreign projects or service cooperation with other countries shall have the necessary
eligibility or qualification. The specific measures in this regard shall be formulated by the State Council.

Article 11 The State may put the import and export of certain goods under the control of State- operated trading. Such goods
shall only be imported and exported by the authorized enterprises, expect the import and export of certain quantities of the goods
under State- operated trading which the State permits to be operated by unauthorized enterprises.

The catalogues of the goods under the control of State- operated trading and the authorized enterprises shall be determined, adjusted
and published by the department for foreign trade under the State Council in conjunction with the relevant department under the State
Council.

Where, in violation of the provisions in the first paragraph of this Article, the goods under State- operated trading are imported
or exported without authorization, the Customs shall not grant to them clearance.

Article 12 A foreign trade dealer may accept the entrustment by another person to engage in foreign trade as an agent within the
scope of its business operations.

Article 13 A foreign trade dealer shall, in accordance with the regulations laid down according to law by the department for foreign
trade under the State Council or any other relevant department under the State Council, submit to relevant departments the
documents and information related to its foreign trade activities. The latter shall keep the business secrets for the former.

Chapter III

Import and Export of Goods and Technologies

Article 14 The State permits free import and export of goods and technologies, except where otherwise provided for in laws and administrative
regulations.

Article 15 The department for foreign trade under the State Council may, based on the need to monitor imports and exports, implement
an automatic import and export licensing system for certain goods subject to free import and export and shall publish the catalogue
thereof.

Where the consignee or consigner, before going through the Customs declaration formalities, submits an application for automatic
licensing for the import or export of the goods under such licensing, the department for foreign trade under the State Council or
its authorized department shall grant permission to it . The Customs shall not grant clearance to the goods for which the formalities
for automatic licensing are not gone through.

In the case of importing or exporting technologies subject to free import and export, the contracts thereof shall be registered with
the department for foreign trade under the State Council or the authority it entrusts with such registration.

Article 16 For the following reasons, the State may restrict or prohibit the import or export of relevant goods and technologies:

(1) for safeguarding State security, and public interests and ethics, it is necessary to restrict or prohibit their import and export;

(2) for protecting human health or safety, the lives or health of animals and plants, or the environment, it is necessary to restrict
or prohibit their import or export;

(3) for implementing the measures related to the import and export of gold and silver, it is necessary to restrict or prohibit their
import or export;

(4) because of short supply on domestic market or for effective conservation of exhaustible natural resources, it is necessary to
restrict or prohibit their export;

(5) because of the limited market capacity of the importing country or region, it is necessary to restrict their export;

(6) because of serious chaos in export order, it is necessary to restrict their export;

(7) for establishing or speeding up the establishment of a particular domestic industry, it is necessary to restrict their import;

(8) it is necessary to restrict the import of agricultural, animal husbandry and fishery products of any form;

(9) for maintaining the State’s international financial position and the balance of international receipts and payments, it is necessary
to restrict their import;

(10) other goods the import or export of which needs to be restricted or prohibited, as required by laws and administrative regulations;
or

(11) other goods the import or export of which needs to be restricted or prohibited in accordance with the provisions of international
treaties or agreements signed or acceded to by the People’s Republic of China.

Article 17 With regard to the import and export of goods and technologies related to fissile and fusion material or the substances
from which such material is derived, and the imports and exports related to arms, ammunition or other military supplies, the State
may adopt any necessary measures to safeguard State security.

In wartime or for the purpose of preserving international peace and security, the State may adopt any necessary measures in respect
of the import and export of goods and technologies.

Article 18 The department for foreign trade under the State Council shall, in conjunction with other departments under the
State Council and in accordance with the provisions in Articles 16 and 17 of this Law, formulate, adjust and publish the catalogue
of goods and technologies that are restricted or prohibited for import or export.

With the approval of the State Council, the department for foreign trade under the State Council or the said department in conjunction
with other relevant departments under the State Council may, within the scope specified by the provisions in Article 16 and 17 of
this Law, decide on temporary restriction or prohibition on the import or export of specific goods and technologies other than the
ones listed in the catalogue mentioned in the preceding paragraph.

Article 19 The State exercises control of the goods subject to import or export restriction through quotas, licensing, etc;
with regard to the technologies the import or export of which is restricted, it exercises control through licensing.

The goods and technologies subject to control through quotas or licensing may only be imported or exported upon permission by the
department for foreign trade under the State Council, or upon permission jointly by the department and the relevant departments under
the State Council, as required by the regulations of the State Council.

The State exercises control of part of the imported goods through tariff-rate quota.

Article 20 Quotas for imported and exported goods and tariff-rate quotas shall be distributed by the department for foreign trade
under the State Council or the relevant departments under the State Council within the limits of their respective responsibilities,
on the principles of openness, fairness, impartiality and efficiency. The specific measures in this regard shall be formulated by
the State Council.

Article 21 The State implements a unified commodity assessment system and, in accordance with the provisions of relevant laws
and administrative regulations, carries out certification, inspection and quarantine in respect of imported and exported commodities.

Article 22 The State applies rules of origin to the imported and exported goods. The specific measures in this regard shall
be formulated by the State Council.

Article 23 Where the import or export of cultural relics, wild animals and plants and their products are prohibited or restricted
by the provisions of other laws or administrative regulations, the provisions of those laws and administrative regulations shall
prevail.

Chapter IV

International Trade in Services

Article 24 In respect of international trade in services, the People’s Republic of China shall, in accordance with its commitments
made in the international treaties or agreements it has signed or acceded to, grant the other signatories and acceding parties market
access and national treatment.

Article 25 The department for foreign trade under the State Council and the relevant departments under the State Council shall, pursuant
to the provisions of this Law and the relevant laws and administrative regulations, regulate international trade in services.

Article 26 For any of the following reasons, the State may restrict or prohibit the relevant international trade in services:

(1) restrictions or prohibitions are needed for safeguarding State security and public interests and ethics;

(2) restrictions or prohibitions are needed for protecting human health or safety, the lives or health of animals and plants, or
the environment;

(3) restrictions are needed for establishing or speeding up the establishment of a particular domestic service industry;

(4) restrictions are needed for maintaining the balance of receipts and payments of the State in foreign exchanges;

(5) restrictions or prohibitions are needed for other reasons, as laws and administrative regulations so provide; or

(6) restrictions or prohibitions are needed for other reasons, as required by the provisions of the international treaties or agreements
which China has signed or acceded to.

Article 27 With regard to military-related international trade in services, and international trade in services related to fissile
and fusion material or the substances from which such material is derived, the State may adopt any necessary measure to safeguard
State security.

In wartime or for the purpose of preserving international peace and security, the State may adopt any necessary measure in respect
of international trade in services.

Article 28 The department for foreign trade under the State Council shall, in conjunction with the relevant departments under the
State Council and in accordance with the provisions in Articles 26 and 27 of this Law and relevant laws and administrative regulations,
formulate, adjust and publish the market access catalogue of international trade in services.

Chapter V

Protection of Trade-Related Aspects of Intellectual Property Rights

Article 29 The State protects trade-related intellectual property rights in accordance with the laws and administrative regulations
concerning intellectual property rights.

Where any imported goods infringe upon intellectual property rights and impair foreign trade order, the department for foreign trade
under the State Council may take such measures as prohibiting, for a specified period of time, the import of the relevant goods produced
or sold by the infringer.

Article 30 Where the owner of a intellectual property right commits any of the acts, such as preventing the licensee from challenging
the validity of the intellectual property right in the licensing contract, imposing mandatory package licensing on the licensee or
incorporating exclusive grant-back conditions in the licensing contract, which undermines the order of fair competition in foreign
trade, the department for foreign trade under the State Council may take any necessary measures to eliminate the harm done.

Article 31 If any country or region fails to grant the legal persons, other organizations or individuals from the People’s Republic
of China national treatment in respect of protection of intellectual property rights, or cannot adequately and effectively protect
the intellectual property rights in respect of the goods, technologies or services from the People’s Republic of China, the department
for foreign trade under the State Council may, in accordance with the provisions of this Law and the relevant laws and administrative
regulations, and the international treaties or agreements which the People’s Republic of China has signed or acceded to, take any
necessary measures in respect of trade with the country or region in question.

Chapter VI

Foreign Trade Order

Article 32 In foreign trade activities, monopolistic behavior in violation of the provisions of the laws and administrative regulations
against monopoly is not allowed.

In foreign trade activities, any monopolistic behavior that jeopardizes fair market competition shall be dealt with in accordance
with the provisions of the laws and administrative regulations against monopoly.

In the event that violations as mentioned in the preceding paragraph are committed, which undermine foreign trade order, the department
for foreign trade under the State Council may take any necessary measures to eliminate the harm done.

Article 33 In foreign trade activities, no one may engage in unfair competition, such as selling commodities at unreasonably low
prices, colluding with another person in a tender, publishing false advertisements and practising commercial bribery.

Any unfair competition in foreign trade activities shall be dealt with in accordance with the provisions of laws and administrative
regulations against unfair competition.

Article 34 In foreign trade activities, none of the following acts may be committed:

(1) forging or falsifying marks of origin of imported or exported goods; forging, falsifying or dealing in origin certificates
of imported or exported goods, import or export licenses, certificates of import or export quotas, or any other import or export
certificates;

(2) obtaining export tax refund by fraudulent means;

(3) smuggling;

(4) evading certification, inspection or quarantine which is required by laws and administrative regulations; or

(5) other acts in violation of the provisions of laws and administrative regulations.

Article 35 In foreign trade activities, foreign trade dealers shall act in compliance with the regulations of the State governing
foreign exchange control.

Article 36 The department for foreign trade under the State Council may make known to the public any violations of this Law, which
undermine foreign trade order.

Chapter VII

Foreign Trade Investigation

Article 37 To maintain foreign trade order, the department for foreign trade under the State Council may, on its own or jointly with
the relevant departments under the State Council, investigate the following matters in accordance with the provisions of laws and
administrative regulations:

(1) the impact on domestic industries and their competitiveness exerted by the imported and exported goods, imported or exported
technologies, and international trade in services;

(2) trade barriers erected by relevant countries or regions;

(3) matters needing to be investigated in order to determine whether such foreign trade remedies as anti-dumping, countervailing
duties and safeguards should be taken in accordance with law;

(4) acts circumventing foreign trade remedies;

(5) matters concerning State security and interests in foreign trade;

(6) matters needing to be investigated in order to enforce the provisions in Article 7, the second paragraph of Article 29, Articles
30 and 31, the third paragraph of Article 32 and of Article 33; and

(7) other matters that may have an impact on foreign trade order.

Article 38 The initiation of a foreign trade investigation shall be announced by the department for foreign trade under the State
Council.

The investigation may be conducted in the form of written questionnaire, hearing, on-the-spot investigation, entrusted investigation,
etc.

The department for foreign trade under the State Council shall, based on the findings, submit an investigation report or make a ruling,
and make the matter known to the public.

Article 39 The units and individuals concerned shall cooperate and assist in foreign trade investigation.

The department for foreign trade under the State Council and the relevant departments under the State Council and their staff members
shall have the obligation to keep confidential the State secrets and business secrets they come to know in the course of foreign
trade investigation.

Chapter VIII

Foreign Trade Remedies

Article 40 The State may, based on the findings of foreign trade investigation, take appropriate measures of foreign trade remedies.

Article 41 Where a product from another country or region is dumped into the domestic market at a price lower than its normal value,
thus causing or threatening to cause substantive damage to an established domestic industry, or presenting a substantive impediment
to the establishment of a domestic industry, the State may take anti-dumping measures to eliminate or mitigate such damage, threat
of damage, or impediment.

Article 42 Where a product from another country or region is exported to the market of a third country at a price lower than its
normal value, thus causing or threatening to cause substantive damage to an established domestic industry, or presenting a substantive
impediment to the establishment of a domestic industry, the department for foreign trade under the State Council may, in response
to the application submitted by the domestic industry, conduct consultations with the government of that third country and request
it to take appropriate measures.

Article 43 Where an imported product to which specific subsidies of any form are directly or indirectly granted by the exporting
country or region causes or threatens to cause substantive damage to an established domestic industry, or presents a substantive
impediment to the establishment of a domestic industry, the State may take countervailing measures to eliminate or mitigate such
damage or threat of damage, or impediment.

Article 44 Where the substantial increase in the quantities of an imported product causes or threatens to cause serious damage to
a domestic producer of like product or a manufacturer of a product directly competitive to the imported one, the State may take the
necessary safeguard measures to eliminate or mitigate such damage or threat of damage and, at the same time, provide the industry
concerned with the necessary support.

Article 45 Where the increase in the services provided to China by the service supplier of another country or region causes or threatens
to cause damage to the domestic industry that provides like or directly competitive services, the State may take the necessary remedies
measures to eliminate or mitigate such damage or threat of damage.

Article 46 Where the substantial increase in the quantities of a certain product imported into the domestic market, as a result of
the restrictions imposed by a third country on its import, causes or threatens to cause damage to an established domestic industry,
or presents a impediment to the establishment of a domestic industry, the State may take the necessary remedies measures to restrict
the import of the said product.

Article 47 Where a country or region that has signed or jointly acceded to the economic and trade treaties or agreements with the
People’s Republic of China violates the provisions of such treaties and agreements and thus causes losses or damage to the interests
the People’s Republic of China is enpost_titled to under these treaties and agreements, or impedes the achievement of the objectives set
in the treaties and agreements, the government of the People’s Republic of China has the right to request the government of the country
or region concerned to take appropriate remedies measures and may suspend or terminate its performance of relevant obligations in
compliance with the relevant treaties and agreements.

Article 48 The department for foreign trade under the State Council shall, in accordance with the provisions of this Law and relevant
laws, carry out bilateral or multilateral foreign trade consultations and negotiations and settle disputes over such trade.

Article 49 The department for foreign trade under the State Council and the relevant departments under the State Council shall establish
precaution and emergency mechanism for the import and export of goods and of technologies and for the international trade in services
to cope with unexpected and unusual situations in foreign trade and safeguard the economic security of the State.

Article 50 The State may take the necessary anti-circumvention measures against the activities that circumvent the foreign trade
remedies measures prescribed in this Law.

Chapter IX

Promotion of Foreign Trade

Article 51 The State formulates strategies for the development of foreign trade, and establishes and improves the mechanism for promoting
foreign trade.

Article 52 The State, in light of the need for the development of foreign trade, establishes and improves financial institutions
in the service of foreign trade and establishes development fund and risk fund for foreign trade.

Article 53 The State develops foreign trade by means of import and export credit, export credit insurance, export tax refund and
other means designed to promote foreign trade.

Article 54 The State establishes a system of public information service for foreign trade, providing foreign trade dealers and the
public with information services.

Article 55 The State takes measures to encourage foreign trade dealers to exploit international market, and extend foreign trade
by a variety of means such as investment abroad, contract for foreign construction projects and overseas labor service cooperation.

Article 56 Foreign trade dealers may establish or join relevant associations or chambers of commerce in accordance with law.

The relevant associations and chambers of commerce shall observe laws and administrative regulations; in compliance with their articles
of association, provide their members with foreign-trade-related services in production, marketing, information, training, etc.;
play the role of coordination and self-discipline; submit applications for foreign trade remedies measures according to law; safeguard
the interests of their members and the industry; report to relevant government departments suggestions made by their members regarding
foreign trade; and carry out activities for promotion of foreign trade.

Article 57 The organization for the promotion of international trade in China shall, in accordance with its articles of association,
develop external relations, hold exhibitions, provide information and advisory services and carry out other activities to promote
foreign trade.

Article 58 The State supports and facilitates small and medium-sized enterprises to develop foreign trade.

Article 59 The State supports and promotes the development of foreign trade in ethnic autonomous regions and economically under-developed
areas.

Chapter X

Legal Responsibility

Article 60 The department for foreign trade under the State Council or the relevant department under the State Council may impose
a fine of not more than RMB 50,000 yuan on enterprise that, in violation of the provisions in Article 11 of this Law and without
authorization, imports or exports the goods subject to control of State-operated trading, and if the circumstances are serious, it
may, within three years from the date the administrative penalty decision takes effect, refuse to accept the application submitted
by the offender for engaging in the business of import and export of the goods subject to control of State-operated trading , or
may withdraw the authorization granted to the offender for the import and export of other goods subject to control of State-operated
trading.

Article 61Any dealer who imports or exports the goods the import and export of which are prohibited or, without authorization, imports
or exports the goods import and export of which are restricted shall be dealt with and penalized by the Customs in accordance with
the provisions of relevant laws and administrative regulations; if its act constitutes a crime, it shall be investigated for criminal
responsibility according to law.

Any dealer who imports or exports the technologies the import and export of which are prohibited or, without authorization, imports
or exports the technologies the import and export of which are restricted shall be dealt with and penalized in accordance with the
provisions of relevant laws and regulations. Where there are no provisions in laws or administrative regulations to go by, the department
for foreign trade under the State Council shall order it to rectify, confiscate its unlawful gains and, in addition, impose a fine
of not less than the amount of the unlawful gains but not more than five times that amount. If there are no unlawful gains or such
gains are less than 10,000 yuan, a fine of not more than 10,000 yuan but not more than 50,000 yuan shall be imposed. If its act constitutes
a crime, it shall be investigated for criminal responsibility according to law.

Within three years from the date the administrative penalty decision or the criminal penalty judgment takes effect, as specified
in the preceding two paragraphs, the department for foreign trade under the State Council or the relevant department under the State
Council may refuse to accept the application submitted by the offender for import or export quotas or license, or prohibit the offender
from engaging in the import or export of relevant goods and technologies for a period of not less than one year but not more than
three years.

Article 62 Any dealer that engages in the international trade in services subject to prohibition or, without authorization, engages
in the international trade in services subject to restriction shall be penalized in accordance with the provisions of relevant laws
and administrative regulations. Where there are no provis

OFFICIAL REPLY OF THE MINISTRY OF COMMERCE ON SEVERAL ISSUES CONCERNING THE LIQUIDATION TERMINATION AND OPERATION RESUMPTION OF FOREIGN FUNDED ENTERPRISES IN THE COURSE OF THEIR LIQUIDATION

Ministry of Commerce

Official Reply of the Ministry of Commerce on Several Issues Concerning the Liquidation Termination and Operation Resumption of Foreign
Funded Enterprises in the Course of Their Liquidation

Shang Fa Han [2004] No.45

Guangzhou Foreign Trade and Economic Cooperation Bureau:

In response to your Request for Instructions to Several Issues Concerning the Application Filed by the Guangzhou Anwang Rubber Tyre
Co., Ltd for Continuous Operation (Hui Wai Jing Mao Zi [2004] No. 28), related issues are hereby replied as follows:

Where a foreign funded enterprise goes through such formalities as to during its operation period apply for early termination of its
contract and articles of association followed by its dissolution, then to enter a liquidation procedure after approved by the examination
and approval authority, and lastly to apply to the said authority for liquidation termination and operation resumption in the course
of its liquidation, the said authority shall, without prejudice to the interests of any creditor of the enterprise, third person
or the public and in no violation of policies concerning the utilization of industries with foreign investment, approve the said
enterprise under the liquidation to terminate its liquidation and resume operation.

An enterprise applying for termination of liquidation and resumption of operation must comply with relevant Chinese laws and regulations
and meet the following requirements:

Its investors unanimously agree to terminate its liquidation and resume the operation;

Its authoritative organ decides to terminate its liquidation and resume the operation;;

The liquidation committee agrees on the termination of liquidation and resumption of operation and submits statements to the progress
of liquidation activities;

It hasn’t nullified its registration with the administration for industry and commerce;

Its period of operation hasn’t expired;

It satisfies all requirements of laws and regulations in terms of the business premise of a legal person;

It hasn’t have its property distributed yet or a shareholder having shared the said property has returned or undertakes to return
such property within a specified period; and

Neither investors nor it has any committed act in violation of laws, regulations and rules.

Whereas, the examination and approval authority shall demand an applicant submit the following documents:

an application letter signed and sealed by all the investors with respect to the termination of liquidation and resumption of operation;

a resolution adopted by the enterprise authoritative organ in terms of the termination of liquidation and resumption of operation;

a letter of the liquidation committee on approving the termination of liquidation and resumption of operation;

statements of the liquidation committee on the progress of liquidation activities;

the articles of association, contract, approval certificates and business license of the enterprise;

a certificate showing any shareholder having shared the property of the enterprise has returned such property or a letter of such
shareholder undertaking to return the enterprise’s property in the possession of him within a specified period; and

other documents as required by departments of commerce.

An official reply is hereby given that the examination and approval authority may, after the aforesaid documents undergo its examination
and are found correct, directly reply to whether or not approve the application filed by an enterprise for its liquidation termination
and operation resumption. Should the liquidation termination and operation resumption be granted, a prior official reply on approving
an application for early termination of the contract and articles of association and the dissolution of the enterprise shall not
be required to be revoked. The approval reply shall be copied to enterprise’s department in charge, the Customs, authorities for
foreign exchange control, authorities responsible for the registration of enterprises and tax authorities at the same time.

Ministry of Commerce of the People’s Republic of China

July 15, 2004

Ministry of Commerce
2004-07-15

CATALOGUE OF PRIORITY INDUSTRIES FOR FOREIGN INVESTMENT IN THE CENTRAL-WESTERN REGION (AMENDED IN 2004)

e02068

Ministry of Commerce, State Development and Reform Commission

Order of the State Development and Reform Commission and the Ministry of Commerce

No.13

Catalogue of Priority Industries for Foreign Investment in the Central-Western Region (Amended in 2004), which was approved by the
State Council, is hereby promulgated and shall come into force as of September 1st, 2004. Catalogue of Priority Industries for Foreign
Investment in the Central-Western Region issued by the former State Development Planning Commission and the former Ministry of Foreign
Trade and Economic Cooperation shall be stopped from execution simultaneously.

Ma Kai, Director of the National Development and Reform Commission

Bo Xilai, Minister of the Ministry of Commerce

July 23rd, 2004

Catalogue of Priority Industries for Foreign Investment in the Central-Western Region (Amended in 2004)

In accordance with the Provisions on Guiding the Direction of Foreign Investments (Order No. 346 of the State Council) and national
industry policies, with a view to implementing the large-scale development of China’s western region, encouraging the central-western
region to utilize foreign investments, bring in advanced technologies and equipment, developing relatively competitive industries
and enterprises with advanced technologies, promoting the optimization and upgrade of industrial structure and improving the overall
quality of the economy of the central-western region, the Catalogue of Priority Industries for Foreign Investment in the Central-Western
Region issued in June 2000 are amended.

The foreign investment projects falling within this Catalogue may enjoy the relevant policies toward those as encouraged in the Provisions
on Guiding the Direction of Foreign Investments and the relevant preferential policies as provided for in the Notice of the General
Office of the State Council about Disseminating the Opinions of the Ministry of Foreign Trade and Economic Cooperation about Further
Encouraging Foreign Investments of the Present Day (No. 73 [1999] issued by the General Office of the State Council).

In respect of the projects approved before the effectiveness of this Catalogue according to the former Catalogue, they may still enjoy
the pertinent policies for the former Catalogue. With respect to the on-going projects that meet the requirements of this Catalogue,
they may comply with the relevant policies of this Catalogue.

When all competent authorities examine and approve the projects of foreign investment to the central-western region, they shall fully
implement the national industry policies, strictly accord with the relevant laws and regulations of the state, examine and verify
the projects under existing examination and approval powers and procedures, attach importance to improve the production techniques
and structure of products, lay emphases on utilizing resources reasonably and protecting the ecological environment, and prevent
repeated construction and blind enlargement of production capacity. The state shall, in accordance with the needs of the economic
development and changes of the environment of domestic and overseas markets, make adjustments and amendments to this Catalogue in
time.

Shanxi Province:

Plantation of forage grass, feedstuff and crops and deep processing thereof

Reclaiming farmland to forests and pastures, protecting natural forests and subsequent development of national key ecological projects

Development and application of water-saving and irrigation techniques

Development of applied technologies for coal processing and product production

Exploration, development and comprehensive utilization of kaolin

Production of barium salt (controlled by Chinese party)

Production of cannabis and flax textile products

Production of hydraulic pressure technological system and mold tools

Manufacture of medium-sized and small dry-land and mountain agricultural machinery and supporting tools thereof

10.

Development and production of large-scale construction steel structure technology

11.

Electricity generation, heat supply and other comprehensive utilization of the remaining heat of gangue, middling coal and coking
coal

12.

Construction and business operation of urban gas supply, heat supply, water supply and drainage systems (controlled by Chinese party
in large or medium cities)

13.

Development of tourist areas (spots) and construction, protection and business operations of their supporting facilities

14.

Road transportation of passengers

Jilin Province

Development, breeding and processing of Changbaishan ecological edible resources

Reclaiming farmland to forests and pastures, protecting natural forests and subsequent development of national key ecological projects

Development and application of water-saving and irrigation technologies

Exploration and development of nickel ores

Development of resources of and production of animal and plant medicinal materials (with the exception of the resources under the
protection of the state)

Development and comprehensive utilization of oil shale resource

Manufacture of auto components and parts

Development and production of big super power graphite electrode and special graphite

Construction and business operation of urban gas supply, heat supply, water supply and drainage systems (controlled by Chinese party
in large or medium cities)

10.

Development of ice and snow tourist resources and construction and business operation of skiing places

11.

Development of tourist areas (spots) and construction, protection and business operations of their supporting facilities

12.

Road transportation of passengers

Heilongjian Province

Production of flax textile and products thereof

Reclaiming farmland to forests and pastures, protecting natural forests and subsequent development of national key ecological projects

Development and application of water-saving and irrigation technologies

Development of applied technologies for coal processing and products production

Deep processing of graphite products

Production of preparation of frozen injection powder of Chinese Traditional Medicines

Manufacture of electric instruments and equipment for intelligent control of electronic networks

Construction and business operation of urban gas supply, heat supply, water supply and drainage network (controlled by Chinese party
in large or medium cities)

Development of ice and snow tourist resources and forest tourist resources

10.

Development of tourist areas (spots), and the construction, protection and operation of supporting facilities thereof

11.

Road passenger transportation

Anhui Province

Development and production of grain, potato, cotton and oil plants

Reclaiming farmland to forests and pastures, protecting natural forests and subsequent development of national key ecological projects

Comprehensive processing of tea (with exception of green tea and special tea made by traditional techniques)

Development and application of technologies for water saving and irrigation

Development of applied technologies for coal processing and production

Electric membrane production

Production of compound plastic packing materials

Production of carbon black by new techniques – soft wet granule approach

Manufacture of large scale loosely packed cement equipment

10.

Deep processing of flat glass

11.

Manufacture of plastic water-saving equipment used for agriculture

12.

Development and manufacture of forklift and other engineering machinery, automatic storehouse and storage logistics system

13.

Construction and business operation of urban gas supply, heat supply, water supply and drainage network (controlled by Chinese party
in large and medium cities)

14.

Development of tourist areas (spots), and the construction, protection and business operation of supporting facilities thereof

15.

Road transportation of passengers

Jiangxi Province

Reclaiming farmland to forests and pastures, protecting natural forests and subsequent development of national key ecological projects

Development and application of technologies for water-saving and irrigation

Deep processing of rare earth and production of application products

Deep processing of tungsten and molybdenum ores

Manufacture of top grade ceramics of everyday use

Dressing and smelting of non-metal ores of flint, grammite, meerschaum, black steatite, and dolomite used for chemical industry, etc.

Development and application of organosilicon

Manufacture and application of sulphone chloride and manufacture of vesicant

Manufacture of gibberellicacid

10.

Construction and business operation of urban gas supply, heat supply, water supply and drainage network (controlled by Chinese party
in large and medium cities)

11.

Development of tourist areas (spots), construction, protection and business operation of supporting facilities thereof

12.

Road transportation of passengers

Henan Province

Reclaiming farmland to forests and pastures, protecting natural forests and subsequent development of national key ecological projects

Development and application of technologies for water saving and irrigation

Exploitation and processing of natural alkali ores

Development of applied technologies for coal processing and product manufacture

Deep processing of flat glass

Deep processing of tungsten and molybdenum ores

Lincomycin Hydrochloride

Automatization of comprehensive control of electric energy and manufacture of electric instruments

Development and manufacture of new electronic components

10.

Construction and business operation of urban gas supply, heat supply, water supply and drainage network (controlled by Chinese party
in large and medium cities)

11.

Development of tourist areas (spots), and the construction and business operation of supporting facilities thereof

12.

Road transportation of passengers

Hubei Province

Reclaiming farmland to forests and pastures, protecting natural forests and subsequent development of national key ecological projects

Development of applied technologies for coal processing and product manufacture

Development and production of animal & plant medicine resources (with the exception of the resources under protection of the state)

Production of flax textile and outside materials for top grade garments

Deep processing of quartz glass products

Development and manufacture of laser industry processing equipment and laser medicinal equipment

Development of photoelectron technologies and products manufacture

Key parts of numerically controlled machine tools (high speed principal axis, knife, power chuck)

Manufacture of hot filling PET bottles and bottle base

10.

Manufacture of automobile components and parts

11.

Construction and business operation of urban gas supply, heat supply, water supply and drainage network (controlled by Chinese party
in large and medium cities)

12.

Development of tourist areas (spots), and the construction, protection and operation supporting facilities thereof

13.

Road transportation of passengers

Hunan Province

Reclaiming farmland to forests and pastures, protecting natural forests and subsequent development of national key ecological projects

Development of applied technologies for coal processing and product manufacture

Deep processing of tungsten and molybdenum

Manufacture of ramee textile and products

Production of bismuth compound

Production of barium salt (controlled by Chinese party)

Deep development of hormone drugs

Manufacture of new type of rubber mechanical whole set equipment

Construction and business operation of urban gas supply, heat supply, water supply and drainage network (controlled by Chinese party
in large and medium cities)

10.

Development of tourist areas (spots), and the construction, protection and operation of supporting facilities thereof

11.

Road transportation of passengers

Chongqing Municipality

Plantation and processing of natural spices

Reclaiming farmland to forests and pastures, protecting natural forests and subsequent development of national key ecological projects

High yield of good quality silkworm base construction

Development and application of water-saving and irrigation technologies

Production of ramie textile and its products

Production and development of end chemical industrial products of natural gas

Development of resources of and production of animal and plant medicinal materials (with the exception of the resources under protection
of the state)

Development and production of new type of medical equipment

Manufacture of auto components and parts

10.

Construction and business operation of urban gas supply, heat supply, water supply and drainage network (controlled by Chinese party
in large and medium cities)

11.

Development of tourist areas (spots), and the construction, protection and business operation of supporting facilities thereof

12.

Road transportation of passengers

Sichuan Province

Reclaiming farmland to forests and pastures, protecting natural forests and subsequent development of national key ecological projects

Development and application of water-saving and irrigation technologies

Deep processing of rare earth and production of applied products

High yield of good quality silkworm base construction and silk products processing

Ramie textile and products

Development of resources of and production of animal and plant medicinal materials (excluding the resources under protection of the
state)

End chemical industrial products of natural gas

Production of electric membrane

Construction and business operation of urban gas supply, heat supply, water supply and drainage network (controlled by Chinese party
in large and medium cities)

10.

Development tourist areas (spots), and the construction, protection and operation of supporting facilities thereof

11.

Road transportation of passengers

Guizhou Province

Reclaiming farmland to forests and pastures, protecting natural forests and subsequent development of national key ecological projects

Development and application of water-saving and irrigation technologies

Development of applied technologies for coal processing and products

Deep processing of potatoes, konjak and other products

Development of special edible resources

Manufacture of grinding mold tools

Smelting of titanium

Production of barium salt (controlled by Chinese party)

Deep processing of ramie products

10.

Development of resources of and production of animal and plant medicinal materials (excluding the resources under protection of the
state)

11.

Production of phosphor chemical and industrial products

12.

Construction and business operation of urban gas supply, heat supply, water supply and drainage network (controlled by Chinese party
in large and medium cities)

13.

Development of tourist areas (spots), and the construction, protection and operation of supporting facilities thereof

14.

Road transportation of passengers

Yunnan Province

Good quality mulberry plantation, silkworm breeding, development and production of products

Reclaiming farmland to forests and pastures, protecting natural forests and subsequent development of national key ecological projects

Development and application of water-saving and irrigation technologies

Development of applied technologies for coal processing and products manufacture

Development of special edible resources

Deep processing of potato products

Processing and development of natural rubber and flax

Development of resources of and production of animal and plant medicinal materials (with the exception of the resources under protection
of the state)

Exploration and development of mines of copper, lead, zinc, nickel and other non-ferrous metal

10.

Production of phosphor chemical and industrial products

11.

Manufacture of diesel engine for vehicle use and components and parts thereof

12.

Construction and business operation of urban gas supply, heat supply, water supply and drainage network (controlled by Chinese party
in large and medium cities)

13.

Road transportation of passengers

Tibet Autonomous Region

Industrialized operation of altiplano ecological characteristic, vegetable base, commercial grain and oil base, poultry breeding base
and pasture construction

Reclaiming farmland to forests and pastures, protecting natural forests and subsequent development of national key ecological projects

Processing of animal products

Development of applied technologies for coal processing and products manufacture

Mining and processing of borax and szaibelyite (limited to joint equity, cooperation)

Mining of chrome ore and processing

Processing and manufacture of wool products

Development and utilization of salt lake resources

Production of new kinds and new dosages of Tibetan medicines

10.

Production of specially needed ethical products, handicraft articles, and materials of packing containers and glass products of everyday
use

11.

Construction and business operation of urban gas supply, heat supply, water supply and drainage network (controlled by Chinese party
in large and medium cities)

12.

Development of tourist areas (spots), and the construction, protection and operation of supporting facilities thereof

13.

Road transportation of passengers

Shaanxi Province

Development and production of grain, potato, cotton, and oil plant seeds (controlled by Chinese party)

Reclaiming farmland to forests and pastures, protecting natural forests and subsequent development of national key ecological projects

Development and application of water-saving and irrigation technologies

Development of applied technologies for coal processing and production

Construction of quality wine grape base and good quality grape wine brewing

Development and deep processing of molybdenum, titanium and other metal ores

Production of metal function materials

Development of resources of and production of animal and plant medicinal materials (with the exception of the resources under protection
of the state)

Production and development of end chemical industrial products of natural gas

10.

Manufacture of on-the-spot bus intelligent instruments

11.

Designing and manufacture of numerical-control machine tools, numerical-control knife and key parts

12.

Design and manufacture of blast-furnace gas energy recovery turbine unit

13.

Construction and business operation of urban gas supply, heat supply, water supply and drainage network (controlled by Chinese party
in large and medium cities)

14.

Development of tourist areas (spots), and the construction, protection and operation of supporting facilities thereof

15.

Road transportation of passengers

Gansu Province

Reclaiming farmland to forests and pastures, protecting natural forests and subsequent development of national key ecological projects

Development and application of water-saving and irrigation technologies

Deep processing of potato products

Establishment of bases for growing high quality grapes and production of high quality wine

Plantation and processing of quality beer raw materials

Deep processing of rare earth and production of applied products

Production of natural gas chemical products and pipes

Encapsulation of integrated circuits

Millimeter-wave navigation equipment for port and vessel use

10.

Manufacture of drilling machines and oil field equipment

11.

Construction and business operation of urban gas supply, heat supply, water supply and drainage network (controlled by Chinese party
in large and medium cities)

12.

Development of tourist areas (spots), and the construction, protection and operation of supporting facilities thereof

13.

Road transportation of passengers

Qinghai Province

Construction of base of organic natural crop and livestock products and deep processing of products

Protection, plantation, breeding, processing and utilization of altiplano animal and plant resources (with the exception of the resources
under protection of the state)

Reclaiming farmland to forests and pastures, protecting natural forests and subsequent development of national key ecological projects

Development and application of water-saving and irrigation technologies

Carbonic acid strontium, metal strontium and strontium salt

Development and comprehensive utilization of resources of salt lakes

Production and development of end products of natural gas chemical and industrial products

Deep processing of cashmere, quviut products and production of Tibetan blankets

Production of new kinds and new dosages of Tibetan medicines

10.

Construction and business operation of urban gas supply, heat supply, water supply and drainage network (controlled by Chinese party
in large and medium cities)

11.

Development of tourist areas (spots), and the construction, protection and operation supporting facilities thereof

12.

Road transportation of passengers

Ningxia Autonomous Region

Plantation and deep processing of medlar

Reclaiming farmland to forests and pastures, protecting natural forests and subsequent development of national key ecological projects

Development and application of water-saving and irrigation technologies

Development of applied technologies for coal processing and production

Production of carbon-base materials

Construction of quality wine grape base and quality grape wine brewing

Deep processing of potato products

Production and development of end products of natural gas chemical and industrial products

Production of PVC

10.

Production of meridian tyres

11.

Manufacture of chip solid tantalum capacitors

12.

Construction and business operation of urban gas supply, heat supply, water supply and drainage network (controlled by Chinese party
in large and medium cities)

13.

Development of tourist areas (spots), and the construction, protection and operation supporting facilities thereof

14.

Road transportation of passengers

Xinjiang Uygur Autonomous Region

Plantation and deep processing of quality tomatoes and medlar

Reclaiming farmland to forests and pastures, protecting natural forests and subsequent development of national key ecological projects

Development and application of water-saving and irrigation technologies

Beetsugar processing and comprehensive utilization of byproducts

Plantation and processing of natural slices and edible mushrooms

Construction of quality wine grape base and quality grape wine brewing

Deep processing of cottonseed, sunflower, safflower oil

Plantation of flax and production of flax products

Upgrade and change of top grade cotton and wool products

10.

Exploration and development of copper, lead, zinc, molybdenum and other non-ferrous ores

11.

Comprehensive utilization of vermiculite, soda niter, mica, asbestos, bentonite and other non-metal ores

12.

Development of applied technologies for coal processing and production

13.

Manufacture of top grade leather products

14.

Deep processing of end products of ethene and production of fine chemicals

15.

Production and development of end chemical and industrial products of natural gas

16.

Plantation, processing of officinal plants with Uigur characteristics, development of new techniques of pharmacy

17.

Development and utilization of biological pharmacy products by using the viscera of cattle and sheep

18.

Production of specially needed ethical products, handicraft articles, materials of packing containers and glass products for every
day use

19.

Construction and business operation of urban gas supply, heat supply, water supply and drainage systems (controlled by Chinese party
in large and medium cities)

20.

Development of tourist areas (spots) and the construction, protection and business operations of supporting facilities thereof

21.

Road transportation of passengers

The Autonomous Region of Inner Mongolia

Development of applied technologies for coal processing and production

Reclaiming farmland to forests and pastures, protecting natural forests and subsequent development of national key ecological projects

Development, construction and business operation of pasture ecological tourist resources

Development and application of water saving and irrigation technologies

Development of high and new technological products of wool textile and knitgoods

Processing of feedstuff

Exploiture and utilization of chemical product in downstream gas processing

Processing of Mongolian medicines

Development and utilization of biological pharmacy products by using the viscera of cattle and sheep

10.

Deep processing of rare earth and application of applied products

11.

Production of specially needed ethical products, handicraft articles, and materials of packing containers and glass products for every
day use

12.

Electricity generation, heat supply and other comprehensive uses of the remaining heat of gangue, middling coal and coking coal

13.

Construction and business operation of urban gas supply, heat supply, water supply and drainage systems (controlled by Chinese party
in large and medium cities)

14.

Development of tourist areas (spots) and the construction, protection and business operations of supporting facilities thereof

15.

Road transportation of passengers

Guangxi Zhuang Autonomous Region

Comprehensive development and utilization of cassava

Plantation and processing of natural spices

Reclaiming farmland to forests and pastures, protecting natural forests and subsequent development of national key ecological projects

Development and application of water-saving and irrigation technologies

Processing of saccharose and comprehensive utilization of byproducts thereof

Development and production of animal and plant medicinal resources (excluding the resources under protection of the state)

Deep processing and application of indium, lead and zinc

Deep processing of manganese

Mining, dressing and deep processing of talcum and barite

10.

Deep processing of colophony

11.

Production of salt fluoride

12.

Construction and business operation of urban gas supply, heat supply, water supply and drainage systems (controlled by Chinese party
in large and medium cities)

13.

Development of tourist areas (spots) and the construction, protection and business operations of supporting facilities thereof

14.

Road transportation of passengers

Ministry of Commerce, State Development and Reform Commission
2004-07-23

SUPPLEMENTARY NOTICE OF THE MINISTRY OF FINANCE ON HOW TO DEAL WITH THE ACCOUNTING ISSUES ABOUT THE ASSESSED INCREASE AND DECREASE OF THE OVERSEAS INVESTMENT ASSETS OF FOREIGN-FUNDED ENTERPRISES

Ministry of Finance of the People’s Republic of China

Supplementary Notice of the Ministry of Finance on How to Deal with the Accounting Issues about the Assessed Increase and Decrease
of the Overseas Investment Assets of Foreign-funded Enterprises

CaiQi [2004] No.134

The finance departments (administrations) of all provinces, autonomous regions, municipalities directly under the Central Government
and the cities under separate state planning:

After we issued Notice of the Ministry of Finance on How to Deal with the Accounting Issues about the Assessed Increase and Decrease
of the Overseas Investment Assets of Foreign-funded Enterprises (No. 181 [2003]), some areas and enterprises reflected that it is
still not specific whether the undistributed profits of previous years coming from assessed increase of the overseas investment assets
of foreign-funded enterprises may be used in the dividends paid to shareholders, and disputes arose in the implementation. With a
view to favoring the sound development of foreign-funded enterprises and maintaining the benefits of Sino-foreign parties in the
long run, supplementary notice concerning this issue is hereby given:

Undistributed profits of the previous years coming from the assessed increase of overseas investment assets of foreign-funded enterprises,
along with the assessed increase balance of assets that havent amortized into profits, shall not be used to the dividends paid
to shareholders any longer and shall be totally transferred into capital surplus.

After Notice of the Ministry of Finance on How to Deal with the Accounting Issues about the Assessed Increase and Decrease of the
Overseas Investment Assets of Foreign-funded Enterprises (No. 181 [2003]) was issued and implemented, where foreign-funded enterprises
has already transferred the assessed increase of overseas investment assets of the previous years into profits and distributed them,
they shall not be adjusted retroactively.

Sino and foreign shareholders shall be enpost_titled to demand the enterprises to distribute profits ipso jure, but when the enterprises
make decisions on the profit distribution program, they shall abide by the laws, administrative regulations and other relevant provisions
provided for by financial departments of the State Council, and shall also carry out plenary negotiation.

The present notice shall be implemented as of the promulgation date.

Ministry of Finance of the People’s Republic of China

August 10th, 2004

Ministry of Finance of the People’s Republic of China
2004-08-10

MEASURES FOR THE ADMINISTRATION OF TENDERS AND INVITATIONS TO BID IN GOVERNMENT PROCUREMENT OF GOODS AND SERVICES

the Ministry of Finance

Order of the Ministry of Finance of the People’s Republic of China

No. 18

The “Measures for the Administration of Tenders and Invitations to Bid in Government Procurement of Goods and Services”, which have
been discussed and adopted at the ministerial affairs meeting, are hereby promulgated, and shall go into effect as of September 11,
2004.

Minister of the Ministry of Finance Jin Renqing

August 11, 2004

Measures for the Administration of Tenders and Invitations to Bid in Government Procurement of Goods and Services

Chapter I General Provisions

Article 1

In order to regulate the procurement activities of the parties involved in government procurement, intensify the supervision and administration
of tenders and invitations to bid in government procurement of goods and services, maintain public interests as well as the lawful
rights and interests of the parties involved in tenders and invitations to bid in government procurement, the present Measures are
hereby enacted in accordance with the “Government Procurement Law of the People’s Republic of China” (hereinafter referred to as
the Government Procurement Law) and other relevant laws

Article 2

These Measures shall apply to tenders and invitations to bid in government procurement of goods or services (hereinafter referred
to as “goods or services”) carried out by any purchaser or procurement agency (hereinafter uniformly referred to as “bid-invitation
procurement entity”).

The procurement agency mentioned in the preceding paragraph means an institution in charge of centralized procurement or any other
lawfully accredited procurement agency.

Article 3

Invitations to bid concerning goods or services may be classified into public invitations to bid and invitation-based tenders for
bid.

A public invitation for bid means that a bid-invitation procurement entity lawfully invites uncertain suppliers to bid by announcement.

An invitation-based tender for bid means that a bid-invitation procurement entity lawfully and randomly selects three or more suppliers
from the qualified ones, whom are invited by an invitation letter to bid.

Article 4

Goods or services must be procured by public invitation for bid if a procurement item reaches the amount limitation for public invitation
for bid. If, due to a particular circumstance, a method other than public invitation for bid needs to be adopted, the party concerned
shall, prior to the beginning of procurement, win approval from the finance department of the people’s government at the level of
a city with subordinate districts or at the level of an autonomous prefecture or above.

Article 5

A bid-invitation procurement entity may not break up the whole into parts in respect of the goods or services to be procured by public
invitation for bid, or avoid procurement under public invitation to bid by any other means.

Article 6

No entity or individual may impede or restrict suppliers from free participation in bidding activities concerning goods and services,
may not designate the brand of goods, the supplier of services or the procurement agency, or illegally interfere with tenders and
invitations to bid concerning goods and services by any other means.

Article 7

If, in a tender or invitation for bid concerning goods and services, any staff member of a procurement entity that invites bids, any
member of the bid evaluation committee or any other related person has an interest with the suppliers, he must withdraw. If a supplier
alleges that any of the aforementioned persons has an interest with any other supplier, it may apply for his withdrawal.

Article 8

The suppliers participating in the bids for supply of goods or services under government procurement (hereinafter referred to as “bidders”),
shall be domestic suppliers who supply domestic goods or services. If laws and administrative regulations prescribe that foreign
suppliers may participate in tenders and invitations to bid concerning goods and services, they may participate.

If a foreign supplier lawfully participates in the bid for the supply of goods and services, it shall abide by the provisions in these
Measures.

Article 9

The tenders and invitations to bid concerning goods and services shall be beneficial to achieving the targets of economic and social
development policies of the state, including protecting environment, supporting undeveloped regions and minorities regions, and promoting
the development of small-and medium-sized enterprises, and so on.

Article 10

The finance department of each people’s government at the county level or above shall lawfully perform its supervision and administration
duties over the tenders and invitations to bid concerning goods and services.

Chapter II Invitations to Bid

Article 11

A bid-invitation procurement entity shall organize and arrange the activities of tenders and invitations to bid concerning goods and
services in accordance with these Measures.

A purchaser may lawfully entrust a procurement agency to handle an invitation for bid concerning goods or services, or may discretionally
organize and arrange the invitation for bid concerning goods or services, provided that it must fulfill the conditions prescribed
in Article 12 of these Measures.

An institution of centralized procurement shall independently arrange an invitation for bid for the supply of goods or services in
accordance with the law. Other procurement agencies shall handle the matters in the invitation for bid concerning goods or services
upon entrustment of the purchaser.

Article 12

Where a purchaser meets the following conditions, it may organize an invitation for bid at its own discretion:

(1)

Having independent capacity to bear civil liabilities;

(2)

Having the capacities of compiling bid-invitation documents and organizing the offer, and having procurement and management staff
members in the areas of technology, economy, etc. who are suitable for the project scale and complexity of the procurement in the
invitation for bid;

(3)

The purchaser has participated in the government procurement training held by the finance department of the people’s government at
the provincial level or above.

Where a purchaser fails to fulfill the conditions prescribed in the preceding paragraph, it must entrust a procurement agency to invite
bids on its behalf.

Article 13

Where a purchaser entrusts a procurement agency to invite bids on its behalf, it shall conclude an agency agreement with the procurement
agency in which the entrusted affairs are specified and the rights and obligations of both parties are included.

Article 14

Where the procurement of goods and services is carried out in the form of public invitation for bid, the bid-invitation procurement
entity must promulgate a bid-invitation announcement through a medium designated by the public finance department for releasing government
procurement information.

Article 15

Where the procurement of goods and services is carried out in the form of invitation-based tender for bid, the bid-invitation procurement
entity shall promulgate an announcement on preliminary qualification examination through a medium designated by the finance department
of the people’s government at the provincial level or above for releasing government procurement information, and promulgate the
qualifications of the bidders. The period of the announcement shall be no less than 7 workdays.

The bidders shall, 3 working days prior to the expiration of the announcement period for pre-examination of qualifications, submit
the qualification certificates as required by the announcement. The bid-invitation procurement entity shall randomly select at least
three bidders from those who are qualified upon examination, and shall send them bid-invitation documents.

Article 16

Where the procurement of goods and services is carried out in the form of invitation for bid, the time period from the issuance of
bid-invitation documents to the bid submission deadline shall be no less than 20 days.

Article 17

An announcement on public invitation for bid shall mainly include the following:

(1)

name, address and contact method of the bid-invitation procurement entity;

(2)

names and number of the bid projects, or the nature of the bid projects;

(3)

qualification requirements for the bidders;

(4)

time, place and method of obtaining bid-invitation documents, as well as the price of the bid-invitation documents; and

(5)

deadline for bidding, time and place for opening of bid.

Article 18

A bid-invitation procurement entity shall compile the bid-invitation documents in light of the characteristics and requirements of
the bid projects. The bid-invitation documents shall include the following:

(1)

An invitation for bid;

(2)

Instructions to bidders (including sealing, signing and stamping requirements, etc.);

(3)

Certificates of qualification and creditworthiness that ought to be submitted by the bidders;

(4)

Requirements on quoting bidding prices and compiling bidding documents, and method of paying bid bond;

(5)

Technical specifications, requirements and number of bid projects, including annexes and drawings, etc.;

(6)

Main contract clauses and method of concluding contracts;

(7)

Time of delivery of goods or provision of services;

(8)

Bid evaluation method, bid evaluation standards and clauses of invalidating bids;

(9)

Deadline for bidding, time and place for opening of bid; and

(10)

Other particulars prescribed by the finance department at the provincial level or above.

The tenderee shall prescribe and indicate the substantive requirements and conditions in the bid-invitation documents.

Article 19

The bid-invitation procurement entity shall make paper bid-invitation documents, and may also, through a network medium designated
by the finance department, promulgate electronic bid-invitation documents which shall be consistent with the former. The electronic
bid-invitation documents shall have the same legal binding force as the paper ones.

Article 20

The bid-invitation procurement entity may require the bidders to submit alternative bid proposals as required by the bid-invitation
documents, provided that it shall state the fact in the bid-invitation documents, and clarify the corresponding evaluation standards
and treatment measures.

Article 21

All technical standards stated in the bid-invitation documents shall meet the compulsory national standards.

The bid-invitation documents may not require or indicate certain bidders or products, or contain tendentious contents or other contents
excluding potential bidders.

Article 22

A bid-invitation procurement entity may, as circumstances demand, ask relevant experts or suppliers for opinions regarding the bid-invitation
documents.

Article 23

The price of the bid-invitation documents shall be determined pursuant to the principles of covering the costs of printing such documents,
and may not aim at seeking profits, nor may the sum of money for procurement be regarded as the basis for determining the price of
the bid-invitation documents.

Article 24

A bid-invitation procurement entity may not terminate its invitation for bid without authorization after having promulgated the announcement
on the invitation for bid and sent the invitation letter or the bid-invitation documents to bidders.

Article 25

A bid-invitation procurement entity may, in light of the specific circumstance of the procurement project in the invitation for bid,
organize potential bidders to make on-site inspections, or convene a meeting for answering questions prior to the opening of bid,
but may not solely or separately organize any on-site inspection which is participated in by one bidder.

Article 26

Before the opening of bid, neither the bid-invitation procurement entity nor the relevant staff members may disclose to others the
names or number of the potential bidders who have obtained the bid-invitation documents, or other relevant information on tenders
and invitations to bid which might affect fair competition.

Article 27

Where a bid-invitation procurement entity makes necessary clarification or modification to the already sent bid-invitation documents,
it shall, at least 15 days prior to the submission deadline of bidding documents as required by the bid-invitation documents, promulgate
a modified announcement through a medium designated by the finance department to release government procurement information, and
notify in writing all recipients of the bid-invitation documents. Such clarified or modified contents shall be the integral parts
of the bid-invitation documents.

Article 28

A bid-invitation procurement entity may, in light of the specific circumstance of the procurement, extend the deadline for bidding
and the time for opening of bid, provided that it shall, at least three days prior to the submission deadline of the bidding documents
as required by the bid-invitation documents, notify the modified time in writing to all recipients of the bid-invitation documents,
and promulgate a modification announcement through a medium designated by the finance department to release government procurement
information.

Chapter III Tenders for Bid

Article 29

A bidder is a legal person, other organization or natural person who responds to the invitation for bid, meets the qualifications
as stated in the bid-invitation documents, and participates in the bidding competition.

Article 30

A bidder shall compile bidding documents according to the requirements in the bid-invitation documents. The bidding documents shall
substantively respond to the requirements and conditions proposed by the bid-invitation documents.

The bidding documents shall be composed of the commercial part, technical part, price part and other parts.

Article 31

A bidder shall, prior to the submission deadline of bidding documents as required in the bid-invitation documents, submit the sealed
bidding documents to the bidding place. The bid-invitation procurement entity shall sign to acknowledge the receipt of the bidding
documents and preserve them. No entity or individual may unseal the bidding documents prior to the opening of bid.

If the bidding documents are submitted after the submission deadline as required in the bid-invitation documents, they shall be invalid
bidding documents. The bid-invitation procurement entity shall refuse to receive them.

Article 32

A bidder may, prior to the deadline for bidding, make supplements or modification to or withdraw the submitted bidding documents,
and notify in writing the bid-invitation procurement entity. The supplemented and modified contents shall be signed and affixed with
a stamp by the bidder as required by the bid-invitation documents, and be regarded as an integral part of the bidding documents.

Article 33

Where a bidder plans to, in light of the practical situation of the procurement project stated in the bid-invitation documents, deliver
the non-principal or non-key tasks of the bid-winning project to others for completion after winning the bid, it shall state such
delivery in the bidding documents.

Article 34

Two or more suppliers may form a bidding consortium, and submit a bid in the identity of one bidder.

In the event of bidding in the form of consortium, each party to the consortium shall fulfill the conditions prescribed in Paragraph
1 of Article 22 of the Government Procurement Law. If the purchaser prescribes certain conditions on bidders on the basis of the
particular requirements of the procurement project, at least one party to the consortium shall meets the certain conditions prescribed
by the purchaser.

All parties to the consortium shall conclude a joint bidding agreement, clearly stipulating the tasks and duties of each party to
the consortium, and submit the joint bidding agreement along with the bidding documents to the bid-invitation procurement entity.
After all parties to the consortium have signed the joint bidding agreement, none of them may solely bid for the same project in
its own name, or form a new consortium to bid for the same project.

The bid-invitation procurement entity may not compel bidders to form a consortium for joint bidding, nor may it restrict competition
among bidders .

Article 35

The bidders may not collude with each other to submit bids and quote prices, nor may they impede the fair competition of other bidders,
or infringe upon the legitimate rights and interests of the bid-invitation procurement entity or those of other bidders.

No bidder may seek for winning of bid by offering briberies to the bid-invitation procurement entity or any member of the bid evaluation
committee, or by other improper means.

Article 36

The bid-invitation procurement entity shall clarify in the bid-invitation documents the sum of guaranty bond for bidding and the method
of payment. The sum of bid bond as stipulated by the bid-invitation procurement entity may not exceed 1% of the budgetary estimate
of the procurement project.

When submitting a bid, a bidder shall pay the bid bond pursuant to the bid-invitation documents. The bid bond may be paid in the form
of cash, check, bank drafts, bank guarantee, etc. If a bidder fails to pay the bid bond pursuant to the requirements in the bid-invitation
documents, the bid-invitation procurement entity shall refuse to receive such bidder’s bidding documents.

Where a consortium submits a bid, the bid bond may be paid either by one party to the consortium or jointly by all the parties. If
the bid bond is paid in the name of one party, it shall be binding upon all parties to the consortium.

Article 37

The bid-invitation procurement entity shall, within 5 working days after the notification of award, refund the bid bond paid by the
suppliers who do not win the bid, and within 5 working days after the conclusion of the procurement contract, refund the bid bond
paid by the bid-winning supplier. If the bid-invitation procurement entity fails to refund the bid bond within the time limit, it
shall, in addition to refunding the principal of the bid bond, pay a fund possession fee at the rate after increasing 20% of the
loan interest rate of commercial banks of the corresponding period.

Chapter IV Opening of Bid, Bid Evaluation and Determination of Bid

Article 38

An opening of bid shall be done publicly at the submission deadline of the bidding documents as determined in the bid-invitation documents;
the place for opening of bid shall be the place pre-determined in the bid-invitation documents.

The bid-invitation procurement entity shall, prior to the opening of bid, notify the finance department and other relevant departments
of the people’s government at the same level. The finance department and other relevant departments may supervise the opening of
bid on the spot according to circumstances.

Article 39

The opening of bid shall be presided over by the bid-invitation procurement entity, and shall be participated in by the purchaser,
the bidders, and representatives from relevant sectors.

Article 40

When a bid is opened, the bidders or their representatives shall inspect whether the bidding documents are sealed, the public notarization
institution entrusted by the tenderee may also inspect and notarize such fact. After the bidding documents have been confirmed as
inerrable, the tenderee’s staff member shall unseal the bidding documents in public, declare the names of the bidders, the bidding
prices, price markdowns, the alternative bidding proposals as permitted in the bid-invitation documents, and other main contents
of the bidding documents.

Such undeclared substantive contents as the bidding prices, price discounts, and alternative bidding proposals as permitted in the
bid-invitation documents, etc. shall not be acknowledged at the time of bid evaluation.

Article 41

If, when a bid is opened, the contents of the schedule on opening of the bid (price quotation schedule) in the bidding documents are
inconsistent with those of the detailed list in the bidding documents, the former (i.e., the price quotation schedule) shall prevail.

If the amount in words and the amount in figures in the bidding documents are inconsistent with each other, the amount in words shall
prevail. If the amount of total price is inconsistent with the amount calculated from unit prices, the amount calculated from unit
prices shall prevail. If the decimal point of the amount of unit price is obviously in a wrong digit position, the total price shall
prevail, and the unit price shall be modified simultaneously. In the event of dissents concerning interpreting the bidding documents
in different languages, the Chinese version shall prevail.

Article 42

The bid opening process shall be recorded by a special person appointed by the bid-invitation procurement entity, and be kept in archives
for future examination.

Article 43

Where there are less than three suppliers participating in the bidding till the end of the deadline for bidding, the bid-invitation
procurement entity shall, unless the procurement task is cancelled, report to the finance department of the people’s government at
the level of a city divided into districts or at the level of an autonomous prefecture or above, and the said finance department
shall handle the matter pursuant to the following principles:

(1)

If the bid-invitation documents contain no unreasonable clauses, and the time and procedures for announcing the invitation for bid
conform to the provisions, it shall give consent to making the procurement in a way of competitive negotiations, price inquiries
or single source;

(2)

If the bid-invitation documents contain any unreasonable clause, or the time and procedures for announcing the invitation for bid
do not conform to the provisions, it shall invalidate the bid, and order the bid-invitation procurement entity to make a new invitation
for bid in accordance with the law.

If, in the course of the bid evaluation, there are less than three suppliers who fulfill the professional conditions, or less than
three suppliers who make substantive response to the bid-invitation documents, the matter may be handled with reference to the preceding
paragraph.

Article 44

The bid evaluation shall be organized by the bid-invitation procurement entity, while the bid evaluation committee lawfully established
by the bid-invitation procurement entity shall be responsible for the specific bid evaluation affairs, and independently perform
the following duties:

(1)

Examining whether the bidding documents meet the requirements in the bid-invitation documents, and making an appraisal accordingly;

(2)

Requiring the bidding suppliers to explain or clarify the matters pertinent to the bidding documents;

(3)

Recommending the name list of the candidate suppliers for winning the bid, or accepting the entrustment of the purchaser to directly
determine the bid-winning supplier in a method determined in advance; and

(4)

Reporting illegal acts of interfering with the bid evaluation to the bid-invitation procurement entity or to the relevant departments.

Article 45

The bid evaluation committee shall be composed of the representatives of the purchaser and the relevant experts in technical and economic
fields, etc., and the members shall be an odd number of 5 persons or more. Of which, the experts in technical and economic fields,
etc. shall be no less than two thirds of the total number of the members. For any technically complicated project whose sum of money
for procurement is no less than 3 million Yuan, the experts in technical and economic fields in the bid evaluation committee shall
be an odd number of 5 persons or more.

The experts from whom the bid-invitation procurement entity has asked for opinions regarding the bid-invitation documents may no longer
act as bid evaluation experts to participate in the bid evaluation. The purchaser may not participate in the bid evaluation of its
own procurement project in the identity of an expert. The staff member of a procurement agency may not participate in the bid evaluation
of a government procurement item represented by this agency.

The name list of the members of the bid evaluation committee shall be determined prior to the opening of bid in principle, and be
kept confidential before the result of invitation for bid is determined.

Article 46

The bid evaluation experts shall be familiar with the relevant policies and regulations on government procurement, tenders and invitations
to bid, and acquainted with market conditions, have good professional ethics, obey the disciplines on invitation for bid, have worked
for no less than eight years in the related fields, and have senior professional post_titles or be at the equal professional level.

Article 47

The finance department of the people’s government at each level shall manage the experts in a dynamic way.

Article 48

The bid-invitation procurement entity shall randomly select bid evaluation experts from the database of government procurement evaluation
experts established by the finance department at the same level or the next higher level.

If it is difficult for the bid-invitation procurement entity to randomly determine suitable bid evaluation experts for a procurement
project that is technically complicated and extremely professional, it may, upon consent of the finance department of the people’s
government at the level of a city with subordinate districts or autonomous prefecture or above, determine the bid evaluation experts
selectively.

Article 49

The members of a bid evaluation committee shall perform the following obligations:

(1)

Observing disciplines and laws, performing duties objectively, impartially and incorruptibly;

(2)

Evaluating the bids according to the bid evaluation methods and standards prescribed in the bid-invitation documents, and assuming
individual responsibility for their respective evaluation opinions;

(3)

Keeping secret the bid evaluation process and result and the suppliers’ business secrets;

(4)

Participating in drawing up the bid evaluation report;

(5)

Cooperating with the finance department in dealing with the complaints; and

(6)

Cooperating with the bid-invitation procurement entity in answering the queries raised by the bidding suppliers.

Article 50

There are three bid evaluation methods for procurement of goods or services in an invitation for bid, namely, the lowest price method,
comprehensive scoring method and price quality method.

Article 51

The lowest price method refers to the bid evaluation method in which the determination of candidate suppliers for winning the bid
are mainly based on prices, that is, on the premise that all substantive requirements in the bid-invitation documents have been met,
the lowest prices are determined according to the uniform price factors, and the bidders who quote the lowest prices shall be regarded
as candidate suppliers for winning the bid or the bid-winning supplier.

The lowest price method shall apply to projects of normatively customized commodities and general services.

Article 52

The comprehensive scoring method refers to the bid evaluation method in which the bidders who get the highest total scores in the
bid evaluation are regarded as the candidate suppliers for winning the bid or the bid-winning supplier after the bids have been comprehensively
evaluated according to all the factors stated in the bid-invitation documents, on the premise that the substantive requirements in
the bid-invitation documents are met to the fullest extent.

The main factors of comprehensive scoring include: price, technical and financial status, credit standing, performance, services,
the extent of response to the bid-invitation documents, and the corresponding proportion or weight, etc. All the said factors shall
be stated in the bid-invitation documents in advance.

At the time of bid evaluation, each member of the bid evaluation committee shall independently evaluate the bidding documents of each
effective bidder and score for them, and then add up the scores of each bidder concerning all scoring factors.

Where comprehensive scoring method is adopted, the proportion (weight) of the price score of the involved goods to the total score
shall be 30% to 60%, while the proportion (weight) of the price score of the involved services to the total score shall be 10% to
30%. The price of the service to which the unified price is applied, however, shall not be listed as the scoring factor. In case
adjustment is needed under a special situation, it shall be approved by the finance department of the people’s government at the
same level.

Total score in bid evaluation = F11+F22++Fnn

F1, F2Fn are separately the total scores concerning all scoring factors;

A1, A2An are separately the weights of all scoring factors (A1 + A2 + +An = 1).

Article 53

The price quality method means the bid evaluation method in which the bidding documents are evaluated as required, then the total
score of each effective bidder concerning all other scoring factors except the price factor (including technical and financial status,
credit standing, performance, services, the extent of response to the bid-invitation documents, etc.) is calculated and divided by
the bidding price quoted by the bidder, and the bidder with highest quotient (total score in bid evaluation) is regarded as a candidate
supplier for winning the bid or the bid-winning supplier.

Total score in bid evaluation = B/N

B shall be the comprehensive score of the bidders. B = F11 + F22 ++ Fn n, of which: F1, F2, Fn are separately the
total scores concerning all scoring factors except the price factor; A1, A2, An are separately the weights of all scoring factors
except the price factor (A1+A2++An = 1).

N is the bidding price quoted by the bidder.

Article 54

The bid evaluation shall conform to the following working procedures:

(1)

Preliminary examinations of bidding documents. The preliminary examinations include qualification examination and conformity examination.

Qualification examination. To, in accordance with the laws, regulations and the stipulations in the bid-invitation documents, examine
the qualification certificates, bid bond, etc. in the bidding documents, so as to determine whether the bidding suppliers are qualified
for the bidding.

Conformity examination. To, according to the prescriptions in the bid-invitation documents, examine the validity and integrity of
the bidding documents, and the extent of response to the bid-invitation documents, so as to determine whether to respond to the substantive
requirements in the bid-invitation documents.

(2)

Clarification of relevant issues. As for the contents in the bidding documents, if their meaning is unclear, issues of the same kind
are expressed inconsistently with each other, or there is any obvious literal or calculation error, the bid evaluation committee
may require in written form (which shall

MEASURES FOR THE ADMINISTRATION OF EXAMINATION AND APPROVAL OF FOREIGNERS’ PERMANENT RESIDENCE IN CHINA

20031213State Council

The Ministry of Public Security, The Ministry of Foreign Affairs

Order of the Ministry of Public Security and the Ministry of Foreign Affairs

No.74

Measures for the Administration of Examination and Approval of Foreigners’ Permanent Residence in China adopted by the State Council
on December 13, 2003, are hereby promulgated and carried out.

Minister of the Ministry of Public Security, Zhou Yongkang

Minister of the Ministry of Foreign Affairs, Li Zhaoxing

August 15, 2004

Measures for the Administration of Examination and Approval of Foreigners’ Permanent Residence in China

Article 1

In order to standardize the examination and approval of foreigners’ permanent residence in China, these Measures are formulated in
accordance with the relevant provisions of the Law of the People’s Republic of China on Control of Entry and Exit of Foreigners and
the Detailed Rules for its implementation.

Article 2

Foreigners’ permanent residence in China refers to that the period of foreigners’ residence in China is not limited.

Article 3

The Foreigner’s Permanent Residence Card is a valid ID certificate for a foreigner who has obtained permanent residence status in
China and may be used independently.

Article 4

A foreigner with permanent residence status in China may enter and leave China with his valid passport and Foreigner’s Permanent Residence
Card.

Article 5

The authorities to accept the applications of foreigners for permanent residence in China are the public security organs of the people’s
governments of cities with subordinate districts and the public security branch bureaus and county-level bureaus of municipalities
directly under the Central Government. The authorities to examine foreigners’ applications for permanent residence in China are the
departments and bureaus of public security of provinces, autonomous regions and municipalities directly under the Central Government.
The authority to examine and approve foreigners’ applications for permanent residence in China is the Ministry of Public Security.

Article 6

Foreigners applying for permanent residence in China must abide by Chinese laws, be in good health and without any criminal record,
and must meet at least one of the following requirements:

(1)

Having made direct investment in China with stable operation and a good tax paying record for three successive years;

(2)

Having been holding the post of deputy general manager, deputy factory director or above or of associate professor, associate research
fellow and other associate senior post_titles of professional post or above or enjoying an equal treatment, for at least four successive
years, with a minimum period of residence in China for three cumulative years within four years and with a good tax paying record;

(3)

Having made a great and outstanding contribution to and being specially needed by China;

(4)

Being the spouse or unmarried child under 18 years old of a person with reference to the item (1), (2) or (3) of this paragraph;

(5)

Being the spouse of a Chinese citizen or of a foreigner with permanent residence status in China, in a marriage relationship for at
least five years, with at least five successive years of residence in China and at least nine months of residence in China each year,
and having stable source of subsistence and a dwelling place;

(6)

Being an unmarried person under 18 years old turning to his parent; or

(7)

Being a person who is or above 60 years old, who has no direct relative abroad and is to turn to any directive relative in China,
and has stayed in China for at least five successive years with at least nine- month residence in China each year, and has stable
source of subsistence and a dwelling place.

The periods of time in this Article mean the successive ones till the date of application.

Article 7

In the case of a foreigner under item (1) of the first paragraph of Article 6 herein, the registered capital paid by him as investment
in China shall meet any of the following requirements:

(1)

In the case of investment in any industry encouraged under the Catalogue for Guidance of Foreign Investment Industries, at least US$500,000
in total;

(2)

In the case of investment in the western area of China or any key county under poverty reduction and development program, at least
US$500,000 in total;

(3)

In the case of investment in the central area of China, at least US$1 million in total; or

(4)

In the case of investment in China, at least US$2 million in total.

Article 8

In the case of a foreigner under item (2) of the first paragraph of Article 6 herein, the entity in which he holds a post must be
any of the following:

(1)

An institution subordinate to any department of the State Council or to the people’s government at the provincial level;

(2)

A key college or university;

(3)

An enterprise or government-sponsored institution implementing a key engineering project or major scientific research project of the
state; or

(4)

A high-tech enterprise, foreign invested enterprise in encouraged fields, technologically advanced enterprise with foreign investment
or export-oriented enterprise with foreign investment.

Article 9

The applicant shall faithfully fill in the Form of Application for Foreigner’s Permanent Residence in China and submit the following
materials:

(1)

A copy of his valid passport or other certificate that may be used instead of the passport;

(2)

A health certificate issued by a health quarantine agency designated by the Chinese government or by a foreign health quarantine agency
recognized by the relevant Chinese embassy or consulate;

(3)

A certificate of no criminal record in the country concerned as issued by the relevant Chinese embassy or consulate;

(4)

Four recent full-face color photos (2 by 2 inches, bareheaded) of the applicant; and

(5)

Other relevant materials provided herein.

Article 10

An applicant under Item (1) of the first paragraph of Article 6 herein shall submit a certificate of approval for the foreign-invested
enterprise, certificate of registration and a joint annual inspection certificate, report on the verification capital and personal
tax payment receipt in addition.

In the case of a foreign-invested enterprise in encouraged fields, a letter of confirmation in respect of the foreign-invested project
as encouraged by the state shall be submitted in addition.

Article 11

An applicant under Item (2) of the first paragraph of Article 6 herein shall submit the following materials in addition:

(1)

A certificate certifying his position or professional post_title as issued by his employer;

(2)

The Foreign Expert Card or Foreigner Employment Card;

(3)

A certificate of registration and certificate of annual inspection of his employer, certificate of personal tax payment issued to
him; where the employer is a foreign-invested enterprise, a certificate of approval for the foreign-invested enterprise and a joint
annual inspection certificate is required in addition; and

(4)

In the case of an applicant who holds a post in an enterprise or institution that carries out a key engineering project or major scientific
research project of the state, a certificate certifying the project as issued by the competent authority of the government at the
provincial or ministry level; in the case of an applicant who holds a post in a high-tech enterprise, a high-tech enterprise certificate;
in the case of a foreign-invested enterprise in encouraged fields, technologically advanced enterprise with foreign investment or
export-oriented enterprise with foreign investment, a certificate certifying the foreign-invested enterprise in encouraged fields,
advanced-tech enterprise with foreign investment or export-oriented enterprise with foreign investment.

Article 12

An applicant under Item (3) of the first paragraph of Article 6 herein shall submit a letter of recommendation and the relevant certificates
as issued by the competent authority of the Chinese government in addition.

Article 13

An applicant under Item (4) of the first paragraph of Article 6 herein shall, in addition, submit a marriage certificate in the case
of a spouse, his birth certificate or parentage certificate in the case of an unmarried child under 18 years old, and a adoption
certificate in the case of an adopted child. The above-mentioned certificates as issued by a foreign agency shall be subject to the
authentication of the Chinese embassy or consulate in the country concerned.

Article 14

An applicant under Item (5) of the first paragraph of Article 6 herein shall, in addition, submit his (her) Chinese spouse’s registered
permanent residence certificate or foreign spouse’s Foreigner’s Permanent Residence Card, marriage certificate, and a notarized certificate
of source of subsistence and house leasing certificate or muniments of post_title. The above-mentioned certificates as issued by a foreign
agency shall be subject to the authentication of the Chinese embassy or consulate in the country concerned.

Article 15

An applicant under Item (6) of the first paragraph of Article 6 herein shall, in addition, submit his Chinese parent’s registered
permanent residence certificate or foreign parent’s Foreigner’s Permanent Resident Card, his birth certificate or parentage certificate
and, in the case of an adopted child, the adoption certificate in addition. The above-mentioned certificates as issued by a foreign
agency shall be subject to the authentication of the Chinese embassy or consulate in the country concerned.

Article 16

An applicant under Item (7) of the first paragraph of Article 6 herein shall, in addition, submit the registered permanent residence
certificate of the Chinese citizen, or the Foreigner’s Permanent Residence Card of the foreigner, to whom he is to turn, a notarized
certificate of kindred and a certificate certifying that the applicant has no direct relative abroad, a notarized certificate certifying
the applicant’s financial source or notarized certificate of financial guarantee by the person to whom the applicant is to turn,
and notarized house leasing certificate or muniments of post_title of the applicant or the person to whom the applicant is to turn. The
above-mentioned certificates as issued by a foreign agency shall be subject to the authentication of the Chinese embassy or consulate
in the country concerned.

Article 17

An application for foreigner’s permanent residence in China shall be submitted by the applicant himself or his parent if he is unmarried
and under 18 years old or his attorney to the public security organ of the people’s government of the city with subordinate districts,
or the branch or county bureau of public security of the municipality directly under the Central Government, in the place where the
principal investment was made or of long-term residence.

In the case of applying through an attorney, a power of attorney issued by the applicant shall be submitted. A power of attorney issued
by the applicant abroad shall be subject to the authentication of the Chinese embassy or consulate in the country concerned.

Article 18

The public security organ shall make an approval or disapproval decision within six months from the date of the acceptance of the
application.

Article 19

The Ministry of Public Security shall issue a Foreigner’s Permanent Residence Card to the applicant whose permanent residence status
in China has been approved. If the applicant is not in China, the Ministry of Public Security shall issue a Confirmation Form of
Foreigner’s Permanent Residence Status to the applicant, who shall apply for a “D” visa to the Chinese embassy or consulate in the
country concerned by producing such Conformation Form and, within 30 days from his entry into China, get the Foreigner’s Permanent
Residence Card from the public security organ that accepted his application.

Article 20

A foreigner who has been approved to permanently reside in China must stay in China for at least three cumulative months a year. If
the foreigner is unable to stay in China for such minimum period due to any reason, he shall apply for the approval of the department
or bureau of public security of the province, autonomous region or municipality directly under the Central Government where he reside
in, provided that the cumulative period of his residence in China shall not be less than one cumulative year in five years.

Article 21

A Foreigner’s Permanent Residence Card shall be valid for five or ten years.

In the case of a foreigner under 18 years old approved to permanently reside in China shall have a Foreigner’s Permanent Residence
Card valid for five years; those being or above 18 years old shall have one valid for ten years.

Article 22

In the case of expiry of, any change of particulars in, damage to or loss of a Foreigner’s Permanent Residence Card, the holder shall
apply for renewal or reissue of the Card to the public security organ of the people’s government of the city with subordinate districts,
or the branch or county bureau of public security of the municipality directly under the Central Government in the place of his long-term
residence. The public security organ shall make such renewal or reissue within one month if, upon examination, it holds that the
holder still meets the requirements for a foreigner to be approved to permanently reside in China.

Article 23

The holder of a Foreigner’s Permanent Residence Card shall apply for a renewal of the Card within a month before the expiry of the
old one, for a renewal within a month after any change of particulars in the Card, or for a renewal or reissue promptly in the case
of any damage to or loss of the Card.

Article 24

The Ministry of Public Security may cancel such status of him and withdraw or revoke his Foreigner’s Permanent Residence Card in the
case of a foreigner with permanent residence status in China under any of the following circumstances:

(1)

Being likely to threaten the national security and interests;

(2)

Being expelled from China by the people’s court;

(3)

Having obtained the permanent residence status in China by submitting false materials or by other illegal means; and

(4)

Having stayed in China without approval for a period less than three cumulative months a year or less than a cumulative year in five
years.

Article 25

Foreigners who have been approved to permanently reside in China before the implementation of these Measures shall, within six months
from the implementation, renew his Foreigner’s Permanent Residence Card with the public security organ of the people’s government
of the city with subordinate districts or the branch and county bureau of public security of the municipality directly under the
Central Government that issued the original Card or in the place of his long-term residence.

Article 26

The items and rates of charge in respect of a foreigner’s application for permanent residence status in China and the issue, renewal
and reissue of a Foreigner’s Permanent Residence Card shall conform to the relevant provisions of the departments of price control
and finance of the State Council.

Article 27

In these Measures:

(1)

“Direct relative” shall include parents (spouse’s parents), grandparents, child being at least 18 years old and his (her) spouse,
and grandchild being at least 18 years old and his (her) spouse; and

(2)

Both “above” and “within” shall include the given figure.

Article 28

The power to interpret these Measures shall be vested in the Ministry of Public Security and the Ministry of Foreign Affairs.

Article 29

These Measures shall go into effect as of the date of promulgation.

The Ministry of Public Security, The Ministry of Foreign Affairs
2004-08-15

INTERIM PROVISIONS ON THE MANAGEMENT OF MONETARY MARKET FUNDS

the China Securities Regulatory Commission, the People’s Bank of China

Notice of the China Securities Regulatory Commission and the People’s Bank of China about Promulgating the Interim Provisions on the
Management of Monetary Market Funds

Zheng Jian Fa [2004] No. 78

The regulatory bureaus of the China Securities Regulatory Commission in all the provinces, autonomous regions, municipalities directly
under the Central Government, and the cities specifically designated in the state plan, all the branches, business management departments,
central sub-branches of provincial capital cities, and central sub-branches of Shenzhen, Dalian, Qingdao, Ningbo and Xiamen of the
People’s Bank of China:

For the purpose of regulating the operations of monetary market funds and protecting the lawful rights and interests of the fund investors,
China Securities Regulatory Commission and People’s Bank of China formulated the Interim Provisions on the Management of Monetary
Market Funds. They are hereby promulgated and take into effect as of the date of promulgation.

China Securities Regulatory Commission

People’s Bank of China

August 16, 2004

Interim Provisions on the Management of Monetary Market Funds

Article 1

For the purpose of promoting the development of securities investment funds (hereinafter refers to SIF), regulating the raising and
operation of monetary market funds and other relevant activities, and protecting the lawful rights and interests of the investors
and other relevant parties, the present Provisions are formulated in light of the Securities Investment Funds Law, the Measures Governing
the Operations of the Securities Investment Funds, the Provisions Governing the Fund Management Companies’ Entry into the Inter-bank
Market and other related provisions.

Article 2

The term of “monetary market funds” as referred to in the present Provisions means the funds merely invested into the monetary market
instruments.

Any fund, whose name contains “money”, “cash”, “flowing”, “ready money”, “short-term bond” or other similar words, shall meet the
relevant requirements of the present Provisions.

Article 3

Monetary market fund shall be invested into the financial instruments as follow:

(1)

Cash;

(2)

Fixed-term bank deposits and lump sum deposit slips within one year (including one year);

(3)

Bonds with a residual maturity not more than 397 days (including 397 days);

(4)

Repurchases of bonds with a residual maturity within one year (including one year);

(5)

Central bank bills within one year (including one year); and

(6)

Other monetary market instruments with good liquidity as acknowledged by the China Securities Regulatory Commission (CSRC) and the
People’s Bank of China (PBC).

Article 4

Any monetary market fund may not be invested in the following financial instruments:

(1)

Stocks;

(2)

Convertible bonds;

(3)

Bonds with a residual maturity more than 397 days;

(4)

Enterprise bonds with a credit rating below AAA; or

(5)

Other financial instruments prohibited by the CSRC and the PBC.

Article 5

The investment combination of monetary market fund shall comply with the following provisions:

(1)

The investments ratio of the short-term enterprise bond issued by the same company shall be within 10% of the net value of the assets
of the fund;

(2)

The ratio of the deposits in the same commercial bank with the fund custodian qualifications shall be within 30 % of the net value
of the assets of the fund; that in the same commercial bank without the fund custodian qualifications shall be within 5 % of the
net value of the assets of the fund;

(3)

The ratio of the balance of the repurchase of bonds from the national inter-bank bond market shall not exceed 40 % of the net value
of the assets of the fund; and

(4)

Other ratio limits provided by the CSRC and the PBC.

Article 6

The average residual maturity of the investment combination of monetary market fund shall not exceed 180 days.

Article 7

Excluding the circumstances as listed below, the residual maturity of a bond in the investment combination of a monetary market fund
means the residual days from the computation date to the maturity date of the bond:

(1)

With regard to a bond with changeable interest rate or floating interest rate on the basis of the market interest rates, if the interest
adjustment frequency is not more than one year, the residual maturity is equal to the remaining period from the computation date
to the next interest adjustment date;

(2)

The residual maturity of a repurchase agreement is equal to the remaining period from the computation date to the date for dealing
of the basic bonds as stipulated in the said agreement; and

(3)

Other circumstances otherwise as provided for by the CBRC.

Article 8

The monetary market fund shall disclose the average residual maturity of the investment combination of SIF in the part of investment
combination of its annual report, semi-annual report and quarterly report.

Article 9

With regard to a monetary market fund for which price-offering is made every day on the basis of par value, in the fund contract,
the way of distribution of yields may be stipulated as re-investment of bonuses, and the distribution of yields shall be conducted
each day.

Article 10

As to monetary market fund for which no purchase or redemption fee is charged, not more than 0.25 % of the fund may be drawn from
the assets thereof as exclusive provision for serving the sellers and holders of this fund. The annual report of the fund shall make
special explanation about the expenses under this provision.

Article 11

A fund management company shall state it clearly in its prospectuses and publicity materials, that an investor’s purchasing monetary
market fund isn’t equivalent to depositing money into a bank or financial institution that accepts deposits, and that it can’t promise
that the fund will make profits, nor does it promise the minimum yields thereof.

Article 12

A monetary market fund shall adopt stable and proper accounting and estimation approaches so as to ensure that the net value of the
assets of the fund can fairly reflect the value of the fund. The accounting approach shall be stipulated in the fund contract, and
its prospective consequences to the fluctuation of the net value of the fund shall be disclosed in the prospectuses.

In case the fund estimation approach as mentioned in the preceding paragraph can’t fairly reflect the value of the fund under a special
circumstance, the monetary market fund may adopt other estimation approaches. Such special circumstances and the estimation approaches
thereof shall be stipulated in the fund contract.

The occurrence of the circumstance as mentioned in the preceding paragraph shall be disclosed through the financial accounting statement
in the annual report or semi-annual report of the monetary market fund.

Article 13

The activities such as raising, purchase, redemption, investment, information disclosure and publicity of a monetary market fund shall
not only abide by the present Provisions, but also comply with the Securities Investment Fund Law, the Measures Governing the Operation
of Securities Investment Funds, the Measures Governing the Sale of Securities Investment Funds, the Measures Governing the Information
Disclosure of Securities Investment Funds, the Provisions Governing the Fund Management Companies’ Entry into the Inter-bank Market
and other pertinent provisions.

Article 14

When conducting the activities of the dealings and settlements in the national inter-bank market, monetary market fund shall abide
by the provisions governing the national inter-bank market of the People’s Bank of China and shall be subject to the supervision
and dynamic inspection of the People’s Bank of China.

Article 15

The right to interpret the present Provisions shall reside in the China Securities Regulatory Commission and the People’s Bank of
China.

Article 16

The present Provisions shall be implemented as of the date of promulgation.

the China Securities Regulatory Commission, the People’s Bank of China
2004-08-16

CIRCULAR OF THE MINISTRY OF COMMERCE ON RELEVANT ISSUES CONCERNING THE ARCHIVAL-FILING AND REGISTRATION OF RIGHT TO FOREIGN TRADE OF FOREIGN-FUNDED ENTERPRISES

the Ministry of Commerce

Circular of the Ministry of Commerce on Relevant Issues concerning the Archival-filing and Registration of Right to Foreign Trade
of Foreign-funded Enterprises

Shang Zi Han [2004] No. 46

The administrative departments of commerce of all provinces, autonomous regions, municipalities directly under the Central Government
and cities specifically designated in the state plan:

The Foreign Trade Law of the People’s Republic of China (Order No. 15 [2004] of the President of the People’s Republic of China) and
the Measures for the Archival-filing and Registration of Foreign Trade Operators (No. 14 [2004] of the Ministry of Commerce, hereinafter
referred to the “Measures for the Archival-filing and Registration”) came into force as of July 1, 2004. According to Article 14
of the Measures for the Archival-filing and Registration, this Circular is hereby notified with regard to the matters concerning
the procedures for archival-filing and registration to be gone through by foreign-funded enterprises.

Any foreign-funded enterprise established according to law before July 1, 2004 that hasn’t applied for changing its scope of business
or adding of any import/export business or any foreign-funded enterprise established according to law after July 1, 2004 that undertakes
import/export of self-use or self-produced goods and technology of this enterprise need not go through the procedures for archival-filing
and registration of foreign trade operators.

In case a lawfully established foreign-funded enterprise applies for adding any other import/export business to its approved scope
of business, it shall, in accordance with the Measures for the Archival-filing and Registration, go through the procedures for business
addition of an enterprise’s business license and, and shall, on the presentation of the former approval certificate for the establishment
of foreign-funded enterprise, business license with the business addition, and any other documents and procedures as required under
the Measures for the Archival-filing and Registration, go through the procedures for archival-filing and registration (note: no procedures
for change is required with regard to the approval certificate for its establishment) . The registration authorities shall affix
a stamp indicating “business of distribution of import goods excluded” on the registration form.

For any foreign-funded enterprise to be established, if its scope of business as applied for by its investor includes a right to import/export
of self-use or self-produced goods and technology that are not of this enterprise, the examining and approving authorities shall
clearly indicate “business of import/export (business of distribution excluded)” in its scope of business. After its establishment,
the enterprise shall go through the procedures for archival-filing and registration in accordance with the Measures for the Archival-filing
and Registration. The registration authorities shall affix a stamp indicating “business of distribution of import goods excluded”
on the registration form.

In accordance with the Measures for the Administration of Foreign Investment in Commercial Sector (Decree No. 8 [2004] of the Ministry
of Commerce), Interim Measures for the Establishment of Chinese-foreign Equity Joint Foreign Trade Companies (Decree No. 1 [2003]
of the Ministry of Foreign Trade and Economic Cooperation) and Circular on Relevant Issues concerning the Development of Establishment
of Pilot Logistics Foreign-funded Enterprises (Letter No. 615 [2002] of the Ministry of Foreign Trade and Economic Cooperation),
where an foreign-funded enterprise approved to undertake the import/export and distribution business according to law goes through
the procedures for archival-filing and registration according to the relevant provisions of the Measures for the Archival-filing
and Registration, the archival-filing and registration authorities shall not affix the stamp indicating “business of distribution
of import goods excluded”.

The Ministry of Commerce

August 17, 2004

the Ministry of Commerce
2004-08-17

DEA

MEASURES FOR THE ADMINISTRATION OF EXAMINATION AND APPROVAL OF RADIO STATIONS AND TELEVISION STATIONS

CIRCULAR ON RELEVANT ISSUES RELATING TO THE IMPLEMENTATION OF MEASURES FOR THE ADMINISTRATION OF FOREIGN DEBTS OF FOREIGN-FUNDED BANKS...

FOREIGN TRADE LAW

OFFICIAL REPLY OF THE MINISTRY OF COMMERCE ON SEVERAL ISSUES CONCERNING THE LIQUIDATION TERMINATION AND OPERATION RESUMPTION OF FOREIGN FUNDED ENTERPRISES IN THE COURSE OF THEIR LIQUIDATION

CATALOGUE OF PRIORITY INDUSTRIES FOR FOREIGN INVESTMENT IN THE CENTRAL-WESTERN REGION (AMENDED IN 2004)

SUPPLEMENTARY NOTICE OF THE MINISTRY OF FINANCE ON HOW TO DEAL WITH THE ACCOUNTING ISSUES ABOUT THE ASSESSED INCREASE AND DECREASE OF THE OVERSEAS INVESTMENT ASSETS OF FOREIGN-FUNDED ENTERPRISES

MEASURES FOR THE ADMINISTRATION OF TENDERS AND INVITATIONS TO BID IN GOVERNMENT PROCUREMENT OF GOODS AND SERVICES

MEASURES FOR THE ADMINISTRATION OF EXAMINATION AND APPROVAL OF FOREIGNERS’ PERMANENT RESIDENCE IN CHINA

INTERIM PROVISIONS ON THE MANAGEMENT OF MONETARY MARKET FUNDS

CIRCULAR OF THE MINISTRY OF COMMERCE ON RELEVANT ISSUES CONCERNING THE ARCHIVAL-FILING AND REGISTRATION OF RIGHT TO FOREIGN TRADE OF FOREIGN-FUNDED ENTERPRISES

CONSTITUTION ACT, 1982 – page 22

CONSTITUTION ACT, 1982 – page 21

CONSTITUTION ACT, 1982 – page 20

CONSTITUTION ACT, 1982 – page 19

CONSTITUTION ACT, 1982 – page 18

CONSTITUTION ACT, 1982 – page 17

CONSTITUTION ACT, 1982 – page 16

CONSTITUTION ACT, 1982 – page 12

CONSTITUTION ACT, 1982 – page 11

CONSTITUTION ACT, 1982 – page 10

CONSTITUTION ACT, 1982 – page 9

CONSTITUTION ACT, 1982 – page 8

CONSTITUTION ACT, 1982 – page 7