CIRCULAR ON THE RELEVANT ISSUES CONCERNING THE EXPERIMENTAL ESTABLISHMENT OF LOGISTICS ENTERPRISES WITH FOREIGN INVESTMENT

2002062020020720The Ministry of Foreign Trade and Economic Cooperationepdf/e02918.pdfB3, D1establishment, foreign investment, logistics enterprise, investore02918Circular on the Relevant Issues concerning the Experimental Establishment of Logistics Enterprises with Foreign InvestmentWaiJingMaoZiYiHan [2002] No. 615June 20, 2002The commissions (departments, bureaus) of foreign trade and economic cooperation of Jiangsu, Zhejiang, Guangdong, Beijing, Tianjin
, Chongqing, Shanghai and Shenzhen:In order to promote the opening and healthy development of international trade and modern logistics industry, we hereby plan to carry
out an experiment in respect of logistics industry with foreign investment in some regions within China. For the sake of clarifying
the conditions and procedures for the logistics industry with foreign investment in the experimental stage, we hereby give our notice
on the relevant issues concerning the experimental establishment of logistics enterprises with foreign investment as follows:Article 1 A logistics enterprise with foreign investment shall be a enterprise with foreign investment established by an investor from the outside
of the territory in the form of Chinese-foreign joint venture or Chinese-foreign cooperative venture, which is able to, upon the
actual needs, organically combine some of the links such as the transport, storage, loading and unloading, processing, packing, distribution,
information treatment, import and export, etc. of goods, to form a comparatively entire supplying chain to provide users with multifunctional
and integrative services (hereinafter referred to as logistics enterprise with foreign investment).Article 2 Investors from the outside of the territory are permitted to invest in and operate the international circulation logistics and third-party
logistics business in the form of Chinese-foreign joint venture or Chinese-foreign cooperative venture.Article 3 Investors applying for establishing a logistics enterprise with foreign investment must meet the following conditions:(1)Among the investors who plan to establish a logistics enterprise with foreign investment engaging in the international circulation
logistics business, there shall be at least one party who has good achievements and experiences in operating international trade,
international freight or international freight agency, and such an investor shall be the largest shareholder among the Chinese or
foreign investors.(2)Among the investors who plan to establish a logistics enterprise with foreign investment engaging in the third-party logistics business,
there shall be at least one party who has good achievements and experiences in operating transportation or logistics, and such an
investor shall be the largest shareholder among the Chinese or foreign investors.Article 4 An established logistics enterprise with foreign investment must meet the following requirements:(1)its registered capital shall not be lower than 5 million USD;(2)for a logistics enterprise with foreign investment engaging in the international circulation logistics business, the proportion of
the shares held by the investors from the outside of the territory shall not exceed 50%;(3)it has a fixed business site;(4)it has the necessary facilities for operating the business.Article 5 Upon approval, a logistics enterprise with foreign investment may operate part or all of the following businesses:(1)the international circulation logistics business: import and export business and the relevant services, including the self-managing
import and export, or the import and export of goods under agency, provision of the import and export business under agency upon
entrustment by export processing enterprises; and provision of the international freight agency for the imported and exported goods
sea transported, air transported or land transported.(2)the third-party logistics business: transport, storage, loading and unloading, packing, and distribution of common goods carried by
road, as well as the relevant information treatment services and consulting business; domestic freight agency; management and operation
of logistics business by making use of computer network. Where a logistics enterprise with foreign investment plans to engage in
the transport of common goods carried by road and to manage and operate the logistics business by making use of computer network,
it shall obtain the approval of the relevant department in accordance with the present laws and regulations.Article 6 Whoever intends to establish a logistics enterprise with foreign investment shall file an application to the department in charge
of foreign trade and economic cooperation of the province, autonomous region, municipality directly under the Central Government
or municipalities separately listed on the State plan where the enterprise is to be located, and shall submit the following documents:(1)the application letter;(2)the feasibility study report;(3)attestations on the qualification of the parties to the joint venture as provided for by Article 4 of this Circular, or other relevant
statement documents;(4)the legal attestation documents and credit certificates of the Chinese and foreign investors;(5)the contract and the articles of association;(6)the name list of the members of the board of directors or the joint managerial institution and the major managers as well as their
resumes;(7)the notice on pre-approval concerning the enterprise name issued by the administrative department for industry and commerce;(8)attestation of the business site of the enterprise;(9)other documents required by the department in charge of foreign trade and economic cooperation.Article 7 A logistics enterprise with foreign investment shall be established according to the following procedures: The department in charge
of foreign trade and economic cooperation of a province, autonomous region, municipality directly under the Central Government or
municipalities separately listed on the State plan shall, within 10 days as of receipt of the application documents, give opinions
on the preliminary examination in accordance with this Circular, and submit the said opinions to the department in charge of foreign
trade and economic cooperation under the State Council for approval; The department in charge of foreign trade and economic cooperation
under the State Council shall, after receipt of the application documents, make a written decision within 30 days on whether to approve
the application. If the application conforms to the provisions, the approval certificate for the enterprise with foreign investment
shall be issued; otherwise the said department shall return the application and notify the applicant in written form and explain
the reasons. A logistics enterprise with foreign investment engaging in the international circulation logistics business shall, within
10 days as of the date when the approval certificate for the enterprise with foreign investment is issued, take the “Approval Certificate
of the People’s Republic of China for Enterprise of International Freight Agency” at the department in charge of foreign trade and
economic cooperation under the State Council.Article 8 An enterprise with foreign investment shall comply with the procedures provided for in this Circular if intending to enlarge its business
scope to engage in the logistics industry.Article 9 The operational period of a logistics enterprise with foreign investment shall usually not exceed 20 years. Upon approval by the original
approving organ, a logistics enterprise with foreign investment may extend its operational period.Article 10 A logistics enterprise with foreign investment may, in accordance with the relevant present provisions, apply to establish branches
in other places in China. The business scope of each branch shall not exceed that of the logistics enterprise with foreign investment.Article 11 Logistics enterprises with foreign investment shall strictly abide by the laws and regulations of the state in respect of foreign
investment, and shall also, according to its business scope, abide by the laws and regulations on the administration of the industry
in such respects as transportation, international freight agency and telecommunication. Any logistics enterprise with foreign investment
violates laws or regulations shall be punished accordingly.Article 12 The experimental regions shall be stipulated by the MOFTEC, and shall temporarily be four municipalities directly under the Central
Government, namely, Beijing, Tianjin, Shanghai and Chongqing. Experiments are to be carried out in Zhejiang, Jiangsu and Guangdong
Provinces and Shenzhen Special Economic Zone.Article 13 The investment by investors from Hong Kong, Macao and Taiwan Region for experimental establishment of logistics enterprises shall
be handled with reference to the principles of this Circular.Article 14 This Circular shall enter into force as of the thirtieth day after its distribution.

The Ministry of Foreign Trade and Economic Cooperation
2002-06-20

DONATION FOR PUBLIC WELFARE UNDERTAKINGS

Category	BASCI CIVIL LAW	Organ of Promulgation	The Standing Committee of the National People’s Congress	Status of Effect	In Force
Date of Promulgation	1999-06-28	Effective Date	1999-09-01

Law of the People’s Republic of China on Donation for Public Welfare Undertakings

Contents
Chapter I  General Provisions
Chapter II  Donation and Acceptance of Donation
Chapter III  Usage and Management of Donated Property
Chapter IV  Preferential Measures
Chapter V  Legal Liability
Chapter VI  Supplementary provisions

(Adopted at the Tenth Meeting of the Standing Committee of the Ninth National People’s Congress on June 28,1999; promulgated by the
Order No. 19 of the President of the People’s Republic of China on June 28, 1999 and effective as of September 1, 1999)

Contents

Chapter I General Provisions

Chapter II Donation and Acceptance of Donation

Chapter III Usage and Management of Property Donated

Chapter IV Preferential Measures

Chapter V Legal Liability

Chapter VI Supplementary Provisions

Chapter I General Provisions

Article 1 This Law is enacted with a view to encouraging donation, standardizing the act of donation and acceptance of donation,
protecting the lawful rights and interests of donors, donees and beneficiaries, and promoting the development of public welfare undertakings.

Article 2 On the condition that natural persons, legal persons, and other organizations voluntarily donate property to legally established
public welfare associations and not-for-profit public welfare institutions without any compensation, and the donated property is
used for public welfare undertakings, this Law shall be applied.

Article 3 Public welfare undertakings mentioned in this Law refer to following matters:

(1)activities of relieving disasters, helping the poor, assisting the
disabled as well as other social groups and individuals in trouble;

(2)education, science, culture, public health, and sports;

(3)environmental protection, construction of public facilities;

(4)other social and public welfare undertakings promoting the development and progress of society.

Article 4 Donation shall be made on a voluntary basis and without compensation, compulsory apportions or apportions in disguised
form are prohibited, the engagement of for-profit activities in the name of donation shall not be permitted.

Article 5 The use of donated property shall be subject to the willingness of a donor, and conforms to the purpose of public welfare,
the donated property shall not be misappropriated for other purposes.

Article 6 The making of donation shall be in conformity with laws and regulations; it shall not go against social morality, nor
impair public interests and other citizens’ legal rights and interests.

Article 7 Property and its increment accepted as donation by public welfare associations is social and public property, which is
protected by laws of the State; no unit or individual may appropriate, seize, or damage it.

Article 8 The State supports the development of public welfare undertakings, and gives supports and preferential treatments to public
welfare associations and not-for-profit public welfare institutions with a nature of.

The State encourages natural persons, legal persons and other organizations to make donations to public welfare
undertakings.

Natural persons, legal persons and other organizations making outstanding contributions to donation for public
welfare undertakings are to be given commendation by the people’s governments or the relevant departments. Before giving public commendation
to a donor, comment for the donor shall be obtained in advance.
Chapter II Donation and Acceptance of Donation

Article 9 Natural persons, legal persons and other organizations may make donations to public welfare associations and not-for-profit
public welfare institutions comforting to their wishes of making donation. The property they donate shall be legal property on which
they have the right of disposition.

Article 10 Public welfare associations and not-for-profit public welfare institutions may accept donation in accordance with this
Law.

Public welfare associations mentioned in this Law refer to legally established foundations, charity organizations
and other associations that hold the principle of developing public interests.

Not-for-profit public welfare institutions mentioned in this Law refer to legally established educational
institutions, institutions for scientific research, medical and public health institutions, social and public cultural institutions,
social and public physical institutions and social welfare institutions, etc, which are engaged in public welfare undertakings and
do not aim at making profit.

Article 11 When natural disaster happens or the donors out of the territory require the people’s governments at or above the county
level or their departments to be the donees, the people’s governments at or above the county level or their departments may accept
the donation, and manage the donated property according to the relevant provisions of this Law.

The people’s governments at or above the county level or their departments may transfer the property they
accept as donation to public welfare associations or not-for-profit public welfare institutions; may also distribute the property
in light of the donors’ wishes or use it to initiate public welfare work, however, the people’s governments at or above the county
level and their departments themselves shall not a beneficiary.

Article 12 Donors may make a donation agreement with donees in terms of the sorts, quality, quantity and use of donated property.
Donors have the right to decide quantity, use and forms of donation.

Donors shall perform the donation agreement according to law, and transfer the donated property to donees
in accordance with the time limit and forms agreed upon in the agreement.

Article 13 When donating property to initiate a public welfare project, the donor shall make a donation agreement with the donor,
agreeing on the capital, construction, management and use of the projects.

For a donated public welfare project, the unit accepting the donation shall undergo examination and approval
procedures according to the provisions of the State, and shall alone, or together with the donor, organize the construction. The
quality of the project shall conform to the standards of the State.

After the completion of a donated public welfare project, the unit accepting the donation shall report particulars
to the donors about the construction, use of construction capital, and check-and-acceptance of quality of the project.

Article 14 A donor may head the donated project with his name for commemoration; for a project wholly donated by a donor or a project
constructed with the capital mainly donated by the donor, the donor may propose the post_title of the project, and then submit to the
people’s government at or above the county level for approval.

Article 15 As to property donated by donors outside the territory, the donee shall undergo entry procedures according to the relevant
provisions of the State; where the donated property is under the management of license, the donee shall undergo the procedures for
applying and obtaining a license according to the relevant provisions of the State, the Customs shall check, clear and supervise
the property on the basis of the license.

If overseas Chinese make donations, the department of the people’s governments at or above the county level
in charge of overseas Chinese affairs may assist to undergo entry procedures, and provide help to the donors in implementing the
projects.
Chapter III Usage and Management of Donated Property

Article 16 After accepting a donation, the donee shall issue a legal and valid receipt to the donor, register the donated property
on a record, and management the property in a proper way.

Article 17 Public welfare associations shall use the donated property to imburse activities and undertakings conforming to their
principles. Property donated for salvation shall be promptly used for salvation. The amount of capital used for imbursing public
welfare undertakings by a foundation every year shall not be less than the proportion prescribed by the State.

A public welfare association shall strictly abide by the relevant provisions of the State, and actively keep
and increase the value of the donated property according to principle of legality, safety and effect.

A not-for-profit public welfare institution shall use the donated property to develop public welfare undertakings
of its own, and shall not misappropriate the property for other purposes.

As to property not easy for storage or transportation, or exceeding actual necessity, the donee may sell it,
the income therefrom shall be used for the purpose of the donation.

Article 18 Where a donation agreement has been made between the donee and the donor, the donee shall use the property according to
the purpose agreed upon, and shall not change the uses of the donated property without authorization. If it is really necessary to
change the uses of the property, consent form the donor shall be obtained.

Article 19 The donees shall, according to the relevant provisions of the State, establish and perfect financial and accounting systems
and systems for using donated property, strengthen the management of donated property.

Article 20 The donees shall report to the relevant governmental departments the use and management of the donated property every
year, and accept supervision. When necessary, the relevant governmental departments may audit their finance.

The Customs shall conduct supervision and management on donated articles import duties of which are reduced
or exempted,

The overseas Chinese affairs department under the people’s government at or above the county level may take
part in supervising the use and management of the property donated by oversea Chinese.

Article 21 Donors have rights to donees with respect to the use and management of donated property, and put forward suggestion and
opinion. As to the inquiries of the donors, the donees shall make truthful replies.

Article 22 Donees shall publicize the donation and use as well as management of the donated property, and accept supervision of the
society.

Article 23 Public welfare associations shall practise strict economy, and decrease managerial cost; salary of staff members and administrative
expenses shall be paid from interest and other income according to the standards prescribed by the State.
Chapter IV Preferential Measures

Article 24 When donating property for public welfare undertakings according to the provisions of this Law, corporations and other
enterprises may be given preferential treatment in enterprise income tax according to the provisions of laws and administrative
regulations.

Article 25 When donating property for public welfare undertakings according to the provisions of this Law, Natural persons, individual
businesses of industry and commerce may be given preferential treatment in individual income tax according to the provisions of laws
and administrative regulations.

Article 26 As to materials donated from abroad to public welfare associations and not-for-profit public welfare institutions for
public welfare undertakings, import duties and value-added tax in import may be reduced or exempted according to the provisions of
laws and administrative regulations.

Article 27 As to donated projects, the local people’s governments shall give support and preference.
Chapter V Legal Liability

Article 28 Without permission of a donor, if a donee presumes to change the nature and uses of the donated property, the relevant
department of the people’s government at or above the county level shall order to make corrections, and give a warning. Where the
making of corrections is refused, upon approval of the donor, the people’s government at or above the county level may hand over
for management the property to public welfare associations or not-for-profit public welfare institutions that have identical or similar
principles.

Article 29 Whoever misappropriates, seizes or embezzles donated property shall be ordered by the relevant departments of the people’s
government at or above the county level to return the misused money or articles, and shall also impose a fine; the direct responsible
persons shall be punished by units to which they belong according to the relevant provisions; where a crime is constituted, criminal
liability shall be investigated according to law.

The money and articles returned or recovered according to the provisions of the preceding paragraph shall
be used for their original purposes and uses.

Article 30 In the course of donation, whoever commits any one of the following acts shall be punished according to the relevant provisions
of laws and regulations; where a crime is constituted, criminal liability shall be investigated according to law.

(1)to evade foreign exchange, to wangle foreign exchange;

(2)to evade or dodge tax;

(3)to engage in smuggling activities;

(4)with no permission of the Customs and not paying due tax, to sell, transfer or use for other purposes within
the territory the donated property that is imported with a reduced or exempted tax.

Article 31 The staff members in the unit accepting the donation who abuse their powers, neglect their duties or practise favoritism
for personal interests, thereby causing heavy losses to donated property, shall be punished by the unit to which they belong according
to the relevant provisions; where crimes are constituted, criminal liabilities shall be investigated.
Chapter VI Supplementary provisions

Article 32 This Law shall take effect as of September 1, 1999.

MEASURES FOR ELECTION OF DEPUTIES THE CHINESE PEOPLE’S LIBERATION ARMY TO THE NATIONAL PEOPLE’S CONGRESS AND LOCAL PEOPLE’S CONGRESSES AT OR ABOVE THE COUNTY LEVEL

Measures for Election of Deputies the Chinese People’s Liberation Army to the National People’s Congress and Local People’s Congresses
at or Above the County Level

CHAPTER I GENERAL PROVISIONS CHAPTER II ELECTION COMMITTEES CHAPTER III DECISION ON AND ALLOCATION OF THE NUMBER OF DEPUTIES CHAPTER
IV ELECTORAL DISTRICTS AND ELECTORAL UNITS CHAPTER V NOMINATION OF CANDIDATES FOR DEPUTIES CHAPTER VI ELECTION PROCEDURE CHAPTER
VII SUPERVISION OVER AND RECALL OF DEPUTIES AND BY-ELECTION CHAPTER VIII SUPPLEMENTARY PROVISIONS

Article 1 The Measures are enacted in accordance with the relevant provisions of the Constitution of the People’s Republic of China and the
Electoral Law of the National People’s Congress and Local People’s Congresses of the People’s Republic of China.

Article 2 Members of the Chinese People’s Liberation Army on active service and other persons who take part in election in the PLA shall, according
to these Measures, elect their deputies to the National People’s Congress or local people’s congresses at or above the county level.

Article 3 An election committee shall be established for the PLA as a whole and for any PLA unit at or above the regimental level.

The PLA Election Committee shall direct the election work of the entire PLA. Election committees at other levels shall conduct the
election work of the units at their own levels respectively.

Article 4 The servicemen committees of companies and other grassroots units shall conduct the election work of their own units.

Article 5 Members of the PLA on active service, persons who have retired from active service and for whom arrangements have been made in the
PLA or who are waiting to be transferred to local governments for arrangements, workers and office staff serving in the PLA, and
other persons who are administratively affiliated to the PLA, shall take part in election in the PLA.

Family members of officers who live together with the officers may, with the approval of the election committee or the servicemen
committee, take part in election in the PLA, if it is difficult for them to take part in local election because the residential area
of the local inhabitants is far from the place where the PLA unit is stationed.

Article 6 PLA representatives stationed in civilian factories or railway, water transport or scientific research institutions, and PLA members
studying at civilian colleges and schools may take part in local election.

Article 7 All the persons listed in Article 5 of these Measures who have reached the age of 18 shall qualify as voters and have the right to
vote or stand for election, regardless of ethnic status, race, sex, occupation, family background, religious belief, education, property
status or length of residence.

Persons who have been deprived of political rights according to law shall have no right to vote or stand for election.

Persons who suffer from mental illness and are incapable of exercising their electoral rights, when verified by an election committee
as such, shall not take part in election.

Article 8 The members composing the PLA Election Committee shall be subject to approval of the Standing Committee of the National People’s
Congress. The members composing the election committee at any other level shall be subject to approval of the election committee
at the next higher level.

Election committees at lower levels shall be subject to the direction of election committees at higher levels.

Article 9 The PLA Election Committee shall be composed of nine to fifteen members, including one chairman and one to three vice-chairmen.
An election committee at any other level shall be composed of five to eleven members, including one chairman and one or two vice-chairmen.

Article 10 The election committee at or above the regimental level shall organize and guide the election work of the subordinate units, and
do the following:

(1) examine the qualifications of the delegates to the servicemen congress;

(2) fix the date for election;

(3) publish the list of candidates for deputies to the people’s congress;

(4) preside over balloting at the servicemen congress or the servicemen assembly at the corresponding level; and

(5) preside over the servicemen congress or the servicemen assembly when recalling deputies to the people’s congress or holding a
by-election and accept resignations of deputies.

Article 11 The election committee at any level shall establish an office to handle specific routine matters related to election at that level.

The office shall be affiliated to the political department, and its staff members shall be determined by the election committee itself.

CHAPTER III DECISION ON AND ALLOCATION OF THE NUMBER OF DEPUTIES

Article 12 The number of deputies to be elected from the PLA to the National People’s Congress shall be decided by the Standing Committee of
the National People’s Congress.

Article 13 The number of deputies to the National People’s Congress to be elected by the PLA general departments, units at the level of major
military command and the General Office of the Central Military Commission shall be allocated by the PLA Election Committee.

Article 14 The number of deputies to the local people’s congresses at or above the county level to be elected by PLA units stationed in different
places shall be decided by the standing committees of the people’s congresses of the places where the PLA units are stationed.

Matters concerning election shall be decided respectively by the provincial military command, the garrison command, the military subcommand
or the arm-the-people department through consultation with the standing committee of the people’s congress of the place where it
is stationed; where a major military command is located in a province, autonomous region or municipality directly under the Central
Government, such matters shall be decided exclusively by the major military command through consultation with the standing committee
of the people’s congress of the province, autonomous region or municipality directly under the Central Government.

CHAPTER IV ELECTORAL DISTRICTS AND ELECTORAL UNITS

Article 15 Deputies to the people’s congress at the county level from stationed PLA units shall be elected directly in the electoral district
by the PLA members on active service and other persons qualified to take part in election in the PLA who are stationed in that administrative
region. Electoral districts shall be zoned according to the distribution of the PLA units stationed in that administrative region.

The zoning of electoral districts shall be decided on the basis of one to three deputies to be elected from each electoral district.

Article 16 Deputies to be elected by stationed PLA units to the people’s congresses of cities divided into districts, autonomous prefectures,
provinces, autonomous regions and municipalities directly under the Central Government shall be elected at the servicemen congresses
convened by units at or above the regimental level.

Deputies to the National People’s Congress shall be elected at the servicemen congresses convened by the general departments, units
at the level of major military command and the General Office of the Central Military Commission.

Article 17 Delegates to the servicemen congress of the unit at or above the divisional level shall be elected at the servicemen congress at
the next lower level. Where no servicemen congress is held by the unit at the next lower level, the delegates shall be elected at
the servicemen assembly.

Delegates to the servicemen congress of the unit at the brigade or regimental level shall be elected at the servicemen assemblies
convened by the companies and other grassroots units.

Servicemen congresses shall be convened by election committees; servicemen assemblies shall be convened by election committees or
servicemen committees.

CHAPTER V NOMINATION OF CANDIDATES FOR DEPUTIES

Article 18 Candidates for deputies to be elected by the PLA to the National People’s Congress and local people’s congresses at or above the
county level shall be nominated on the basis of electoral districts or electoral units.

Organizations of the Communist Party of China at various levels in the PLA may recommend candidates for deputies. A group of at least
ten voters or ten delegates of the servicemen congress may also recommend candidates. Those who submit recommendations shall provide
information to the election committee or the servicemen committee on the backgrounds of the candidates.

Article 19 The number of candidates for deputies shall be greater than the number of deputies to be elected.

The number of candidates for deputies to be directly elected by the voters shall be from one-third to one hundred percent greater
than the number of deputies to be elected; the number of candidates for deputies to be elected by the servicemen congress shall be
from 20 to 50 percent greater than the number of deputies to be elected.

Article 20 The election committee or the servicemen committee shall collect the list of candidates for deputies directly elected by the voters
and publish it, 20 days prior to the date of election, for repeated deliberation, discussion and consultation by the voters of the
electoral district, and shall, in accordance with the opinion of the majority of voters, decide upon a formal list of candidates
to be made public five days prior to the date of election.

When the servicemen congress at or above the regimental level is to elect deputies to the people’s congress, the time for nominating
and deliberating candidates for such deputies shall not be less than two days. The election committee at the said level shall print
and distribute the list of candidates for deputies nominated according to law to all the delegates to the servicemen congress for
deliberation and discussion. If the number of nominees conforms to the proportion for competitive election as provided in Article
19 of these Measures, balloting shall be held directly. If the number of nominees exceeds the maximum proportion for competitive
election as provided in Article 19 of these Measures, preliminary election shall be held. By order of the number of votes that the
nominees have obtained in the preliminary election, a formal list of candidates shall be decided upon in agreement with the specific
proportion for competitive election as is determined by the servicemen congress at the said level.

Article 21 When a servicemen congress is to elect deputies to the National People’s Congress and local people’s congresses at or above the county
level, the candidates for deputies shall not be limited to the current delegates to the servicemen congress.

Article 22 The election committee or the servicemen committee shall give information about the candidates’ backgrounds.

Organizations or individuals may, at group meetings of voters or of delegates to the servicemen congress, give information about backgrounds
of the candidates they nominate. However, it must stop on the day of election.

Article 23 Where deputies are to be directly elected, the election in each electoral district shall be conducted by convening servicemen assembly
or setting up polling stations or providing mobile polling boxes. Balloting shall be presided over by the servicemen committee or
the election committee.

Balloting to be held at the servicemen congress shall be presided over by the election committee.

Article 24 Deputies from the PLA to the National People’s Congress and local people’s congresses at or above the county level shall be elected
by secret ballot.

A voter who cannot fill out his ballot due to disability or other reasons may ask another person he trusts to do it for him.

Article 25 A voter who is absent during the time of an election may, with the approval of the servicemen committee or the election committee,
entrust another voter with a proxy vote. A voter shall not stand proxy for more than three persons.

Article 26 A voter may vote for or against a candidate for deputy and may vote instead for any other voter or abstain.

Article 27 When balloting has been concluded, scrutineers and vote- counters elected by the voters or by the delegates to the servicemen congress,
and members of the election committee or of the servicemen congress shall check the number of people who voted against the number
of votes cast and make a record of it; the record shall be signed by scrutineers.

Article 28 An election shall be null and void if the number of votes cast is greater than the number of people who voted, and it shall be valid
if the number of votes cast is equal to or less than the number of people who voted.

A ballot shall be null and void if the number of candidates voted for is greater than the number of deputies to be elected, and it
shall be valid if the number of candidates voted for is equal to or less than the number of deputies to be elected.

Article 29 In a direct election, the election shall be valid if more than half of all the voters in an electoral district cast their votes.
Candidates for deputies shall be considered elected only when they have obtained more than half of the votes cast by the voters
who take part in the election.

In an election held by the servicemen congress, candidates for deputies shall be considered elected only when they have obtained more
than half of the votes cast by all the delegates.

Article 30 Where the number of the candidates who have obtained more than half of the votes exceeds the number of deputies to be elected, the
ones who have obtained more votes shall be considered elected. Where the number of votes for some candidates is tied, making it impossible
to determine the ones to be elected, another balloting shall be conducted for these candidates to resolve the tie, and the ones who
have obtained more votes shall be considered elected.

Where the number of elected deputies who have obtained more than half of the votes is less than the number of deputies to be elected,
another election shall be held to make up the difference. When another election is held, the name list of candidates shall, by order
of the number of votes they have obtained in the first balloting, be determined in accordance with the proportion for competitive
election as provided in Article 19 of these Measures. If only one deputy is to be elected, the number of candidates shall be two.

When another election is held to elect deputies to a people’s congress at the county level in accordance with the provisions in the
preceding paragraph, the candidates who have obtained more votes shall be considered elected; however, the number of the votes they
have obtained shall not be less than one-third of the votes cast. When another election is held by the servicemen congress at or
above the regimental level to elect deputies to the people’s congresses of a city divided into districts, an autonomous prefecture,
province, autonomous region or municipality directly under the Central Government or to the National People’s Congress, the candidates
shall be considered elected only when they have obtained more than half of the votes cast by all the delegates to the servicemen
congress.

Article 31 The election committee or the servicemen committee shall determine, in accordance with the provisions in these Measures, whether
or not the result of an election is valid and shall announce it accordingly.

CHAPTER VII SUPERVISION OVER AND RECALL OF DEPUTIES AND BY-ELECTION

Article 32 All deputies elected from the PLA to the National People’s Congress and local people’s congresses at or above the county level are
subject to supervision by the voters and the electoral units which elected them. Both the voters and electoral units shall have the
right to recall the deputies elected by them.

Article 33 With respect to deputies to the people’s congress at the county level, a group of at least ten voters in the electoral district may
submit a demand in writing to the election committee at the brigade or regimental level for the recall of a deputy they elected.

In a demand for the recall of a deputy, the reasons for the recall shall be clearly stated. The deputy proposed to be recalled shall
have the right to defend himself at the servicemen assembly or may present a written statement in his own defence.

The election committee at the brigade or regimental level shall print and distribute the demand for the recall of a deputy and the
written defence of the deputy proposed to be recalled to the voters in the electoral district from which he was elected.

When the demand for the recall is put to vote, the election committee at the brigade or regimental level shall preside over it.

Article 34 When a servicemen congress is in session, an election committee at or above the regimental level may submit a proposal for the recall
of a deputy to the people’s congress who was elected by the servicemen congress. In such a proposal, the reasons for the recall
shall be clearly stated.

When a servicemen congress is in session, the deputy proposed to be recalled shall have the right to defend himself or submit a written
defence. The proposal for the recall shall be put to vote after it is examined by the congress.

Article 35 The proposal for the recall of a deputy shall be voted by secret ballot.

Article 36 The recall of a deputy to the people’s congress at the county level shall be subject to adoption by a majority vote of the voters
in the electoral district from which the deputy was elected.

The recall of a deputy elected at a servicemen congress to the people’s congress shall be subject to adoption by a majority vote of
the delegates to that servicemen congress.

The resolution on the recall shall be reported for the record to the standing committee of the people’s congress at the corresponding
level and to the PLA election committee at the next higher level.

Article 37 Deputies elected from the PLA to the people’s congress of a city divided into districts, an autonomous prefecture, province, autonomous
region or municipality directly under the Central Government or to the National People’ Congress may submit their written resignations
to the election committees of the electoral units that elected them. Deputies elected from the PLA to the people’s congress at the
county level may submit their written resignations to the election committees or servicemen committees of the electoral districts
from which they were elected. When the request of a deputy for resignation is granted by a servicemen congress or by a servicemen
assembly, the matter shall be reported for the record to the standing committee of the people’s congress at the corresponding level
and to the PLA election committee at the next higher level.

Article 38 If a deputy’s post becomes vacant for some reason during his term of office, the electoral district or electoral unit which elected
him shall hold a by-election to fill the vacancy.

If a deputy elected from the PLA to a local people’s congress at or above the county level is transferred out of his administrative
region during his term of office, he is automatically disqualified as deputy and a by-election shall be held to fill the vacancy.

When a by-election is conducted to fill the vacant posts of deputies, the number of candidates may be greater than or equal to the
number of deputies to be elected.

CHAPTER VIII SUPPLEMENTARY PROVISIONS

Article 39 Expenses for elections in the PLA shall be covered by military expenditure.

MOFTEC P.R.C.

EDITOR:Victor

THE ENQUIRY MEASURES OF CHINA WTO ENQUIRY OFFICES (FOR TRIAL IMPLEMENTATION)

WTO Notification and Enquiry Center of the Chinese Government

The Enquiry Measures of China WTO Enquiry Offices (for Trial Implementation)

WTO Notification and Enquiry Center of the Chinese Government

January 1, 2002

Purpose of Enquiry: to establish an open and transparent trade administration system, and to perform the obligations of China for
its accession to the WTO.

In accordance with the relevant provisions of World Trade Organization on transparency, and China’s commitments to the World Trade
Organization members (paragraph 2(C) in China’s Protocol of Accession): China shall establish or designate an enquiry office where,
upon request of any individual, enterprise or WTO Member, all information relating to the Article 2 of these Measures may be obtained.
Replies to requests for information shall generally be provided within 30 days after receipt of a request. In exceptional cases,
replies may be provided within 45 days after receipt of a request. Notice of the delay and the reasons therefor shall be provided
in writing to the interested party. Replies to WTO Members shall be complete and shall represent the authoritative view of the Chinese
government. Accurate and reliable information shall be provided to individuals and enterprises.

Scope of Enquiry: All of China’s information on laws, regulations, judicial orders or judgments, administrative decisions and other
measures pertaining to or affecting trade in goods, services, TRIPS or the control of foreign exchange. Such information shall include
the name of the country or the governing organ subordinated to the country (including liaison point), which is responsible for implementing
a certain measure.

Objects of Enquiry: WTO Members, Chinese and foreign enterprises and individuals.

Manner of Enquiry: Enquiry in writing. Anyone in need of enquiry may download the enquiry application form from the MOFTEC’s web
site (www.moftec.gov.cn) or obtain the enquiry application form by fax to 0086-10-65197340, and shall submit the said form to China
WTO Enquiry office by fax or by letter.

Time Limit of Enquiry: The enquiry office shall reply the enquiry requests in writing within 30 days after receipt of an application
form (the time on the receiving local stamp seal or receiving the fax shall be the time of receipt). In exceptional cases, replies
may be provided within 45 days after receipt of a request. Notice of the delay and the reasons therefor shall be provided in writing
to the interested party.

These Measures shall come into effect on January 14, 2002.

Enquiry Application Form of WTO Notification and Enquiry Center of the Chinese Government(omitted)

WTO Notification and Enquiry Center of the Chinese Government
2002-01-01

PROVISIONS ON FOREIGN INVESTMENT IN CIVIL AVIATION

The General Administration of Civil Aviation, the Ministry of Foreign Trade and Economic Cooperation, the State Development Planning
Commission

Decree of the General Administration of Civil Aviation of China, the Ministry of Foreign Trade and Economic Cooperation of the People’s
Republic of China and the State Development Planning Commission of the People’s Republic of China

No.110

The Provisions on Foreign Investment in Civil Aviation, which were adopted at the Executive Meeting of the General Administration
of Civil Aviation of China, the Ministry of Foreign Trade and Economic Cooperation and the State Development Planning Commission
and approved by the State Council on December 10, 2001, are hereby promulgated and shall enter into force on August 1, 2002.

Director General of the General Administration of Civil Aviation Yang Yuanyuan

Minister of the Ministry of Foreign Trade and Economic Cooperation Shi Guangsheng

Director of the State Development Planning Commission Zeng Peiyan

June 21, 2002

Provisions on Foreign Investment in Civil Aviation

Article 1

In order to expand the opening of the civil aviation industry of China (hereinafter referred to as civil aviation), to promote the
reform and development of the civil aviation and to protect the legitimate rights and interests of the investors, these Provision
have been enacted in accordance with the Law of the People’s Republic of China on Chinese-foreign Equity Joint Ventures, the Law
of the People’s Republic of China on Chinese-foreign Contractual Joint Ventures, the Provisions on Guidance of Foreign Investment
Direction and the Catalog for Guidance of Foreign Investment Industries (hereinafter referred to as the Guidance Provisions and the
Catalog respectively), and the relevant laws and regulations on civil aviation.

Article 2

These Provisions shall apply to the investment made in the civil aviation by foreign companies, enterprises and other economic organizations
or individuals (hereinafter referred to as the foreign investors).

Article 3

The scope of civil aviation that foreign investors may invest in shall include: civil airports, public air transport enterprises,
general aviation enterprises and projects related to air transport. Foreign investors are forbidden from investing in and managing
air traffic control systems.

(1)

Foreign investors are encouraged to construct civil airports. The “civil airports” as used in these Provisions shall exclude airports
for both civil and military use. Foreign-funded civil airports are divided into two categories:

Flying areas of civil airports, including the runway, taxiway, connecting apron, parking apron, and flight assisting light;

Terminal buildings.

(2)

Foreign investors are encouraged to invest in the existing public air transport enterprises. Foreign investors are encouraged to invest
in the general aviation enterprises engaging in agriculture, forestry and fishery operations. Foreign investors are allowed to invest
in the general aviation enterprises engaging in business flight, air sight-seeing or serving the industry, but may not engage in
the projects involving state secrets.

(3)

The “projects related to air transport” shall include: air fuel, airplane maintenance, freight transport and storage, ground service,
air food, parking lots and other approved projects.

Article 4

The forms of foreign investment shall include:

(1)

Equity joint venture or contractual joint venture (hereinafter referred to as joint venture);

(2)

Purchasing shares of civil aviation enterprises, including the shares issued overseas and the foreign shares issued inside China by
the aviation enterprises;

(3)

Other approved investment forms. Foreign investors must be qualified as a Chinese legal person to invest, in the form of contractual
joint venture, in public air transport and general aviation enterprises engaging in business fight and air sight-seeing.

Article 5

Where foreign investors invest in public air transport enterprises and civil airports, under the same conditions, priority shall be
given to the foreign enterprises of the same kind with international advanced management level.

Article 6

Where foreign investors invest in civil airports, the Chinese party shall take the relatively holding position. Where foreign investors
invest in public air transport enterprises, the Chinese party shall take the holding position, and the proportion of investment made
by one foreign investor (including its associate enterprises) may not exceed 25%. Where foreign investors invest in the general aviation
enterprises engaging in business flight, air sight-seeing or that serving the industry, the Chinese party shall take the holding
position; where they invest in the general aviation enterprises engaging in agriculture, forestry or fishery operations, the proportion
of foreign investment shall be determined by both the Chinese and foreign parties through negotiation.

Article 7

The operating period of joint ventures with foreign investment shall not exceed 30 years generally.

Article 8

With respect to civil airport enterprises with foreign investment, their charges for air service shall conform to the uniform standard
of the state, and the standards of the charges for non-air service shall be determined by the local price departments at the request
of the enterprises. The public air transport enterprises and general aviation enterprises with foreign investment shall execute the
price policies of the State.

Article 9

With respect to the land needed for the construction of civil airports, the foreign investors shall go through the procedures for
land evaluation and the examination and approval of disposition of land use right in accordance with the laws and regulations of
the state on land administration and the provisions of the General Administration of Civil Aviation of China (hereinafter referred
to as the GACA) on the administration of airport land use.

Article 10

The foreign investors investing in the construction of civil airports may enjoy the priority to invest in and manage the projects
related to air transport.

Article 11

With respect to the projects above the quota for foreign investment in civil aviation, according to the nature of the projects, the
State Development Planning Commission (for basic construction projects) and the State Economic and Trade Commission (for technical
reform projects) shall, with the consent of the GACA, respectively make examination and approval of the project proposals and the
feasibility study reports; the Ministry of Foreign Trade and Economic Cooperation (hereinafter referred to as the MOFTEC) shall make
the examination and approval of the contracts and articles of association. With respect to the projects under the quota, the GACA
shall make the examination and approval of the project proposals and the feasibility study reports, and the MOFTEC shall make the
examination and approval of the contracts and articles of association. Where foreign investors invest in the projects related to
air transport, such as freight transport and storage, ground service, air food, and parking lots, etc., they shall go through the
procedures for examination and approval in accordance with the procedures and authorities prescribed in the Guidance Provisions and
the Catalog.

Article 12

After the contracts and articles of association of the civil airport projects with foreign investment have been approved, the foreign
investors shall apply to the MOFTEC for the certificate of approval for foreign-funded enterprise and then go through the relevant
procedures for registration at the administrations for industry and commerce. After the contracts and articles of association of
the public air transport enterprises and general aviation enterprises with foreign investment have been approved, the enterprises
shall apply to the GACA for drawing or altering their licenses for operation, apply to the MOFTEC for drawing the certificate of
approval for foreign-funded enterprise, and go through the relevant registration procedures at the administrations for industry and
commerce.

Article 13

Where civil aviation enterprises issue shares overseas, issue foreign shares inside China or absorb foreign investment by other means,
they shall go through the procedures for examination and approval with the relevant authorities of the state.

Article 14

The capital increase, change of equity, and other matters of foreign-funded civil aviation enterprises (projects) shall be submitted
for examination and approval to the organ that originally made the examination and approval.

Article 15

The GACA and its local administrations shall exercise industrial administration and supervision over the business activities of foreign-funded
civil aviation enterprises.

Article 16

These Provisions shall be referred to if companies, enterprises, other economic organizations or individuals from the Special Administrative
Region of Hong Kong, the Special Administrative Region of Macao and Taiwan area invest in civil aviation in other Chinese provinces,
autonomous regions and municipalities directly under the Central Government.

Article 17

These provisions shall enter into force as of August 1, 2002. The Circular on the Relevant Policies Concerning Foreign Investment
in Civil Aviation promulgated by the GACA and the MOFTEC on May 6, 1994 (MinHangZongJuHan [1994] No.448) and the Circular on the
Explanation for Several Issues of the Relevant Policies Concerning Foreign Investment in Civil Aviation promulgated by the GACA and
the MOFTEC on October 25, 1994 (MinHangZongJuFa [1994] No.271) shall be nullified at the same time.

The General Administration of Civil Aviation, the Ministry of Foreign Trade and Economic Cooperation, the State Development
Planning Commission
2002-06-21

AGREEMENT ON RECIPROCAL PROMOTION AND PROTECTION OF INVESTMENT BETWEEN THE GORERNMENT OF THE PEOPLE’S REPUBLIC OF CHINA AND THE GOVERNMENT OF THE ISLAMIC REPUBLIC OF IRAN PREAMBLE

AGREEMENT ON RECIPROCAL PROMOTION AND PROTECTION OF INVESTMENT BETWEEN THE GORERNMENT OF THE PEOPLE’S REPUBLIC OF CHINA AND THE GOVERNMENT
OF THE ISLAMIC REPUBLIC OF IRAN PREAMBLE

The Government of the People’s Republic of China and the Government of the Islamic Republic of Iran hereinafter referred to as the
“Contracting Parties”,

Desiring to intensify economic cooperation to the mutual benefit of both States;

Intending to utilize their economic resources and potential facilities in the area of investments as well as to create and maintain
favorable conditions for investments of the investors of the Contracting Parties in each other’s territory and;

Recognizing the need to promote and protect investments of the investors of the Contracting Parties in each others’ territory;

Have agreed as follows:

Article 1

DEFINITIONS

For the purpose of this Agreement, the meanings of the terms used therein are as follows:

The term “investment” refers to every kind of property or asset, including the following, invested by the investors of one Contracting
Party in the territory of the other Contracting Party in accordance with the laws and regulations of the other Contracting Party:

(a)

movable and immovable property as well as rights related thereto; such as mortgages and pledges;

(b)

shares, debentures, stocks and any other kind of participation in companies;

(c)

right to claim money and/or any other performance having an economical value associated with an investment;

(d)

industrial and intellectual property rights;

(e)

special rights conferred by law including rights to search for, extract or exploit natural resources.

Any change in the form in which assets are invested does not affect their character as investments, provided that such changes are
consistent with the legislation of the host Contracting Party.

The term “investors” refers to the following persons who invest in the territory of the other Contracting Party within the framework
of this Agreement:

(a)

natural persons who, according to the laws of either Contracting Party, are considered to be its national and have not the nationality
of the host Contracting Party.

(b)

legal entities, including companies, corporations, associations, and other organizations incorporated and constituted under the laws
and regulations of either Contracting Party and have their seats in the territory of that Contracting Party.

The term “returns” refers to the amounts legally yielded by an investment including profit derived from investments, dividends, royalties,
fees and other legitimate income.

Article 2

PROMOTION OF INVESTMENTS

Either Contracting Party shall encourage its investors to invest in the territory of the other Contracting Party.

Either Contracting Party shall, within the framework of its laws and regulations, create favorable conditions for attraction of investments
of investors of the other Contracting Party in its territory.

Article 3

ADMISSION OF INVESTMENTS

Either Contracting Party shall admit investments of investors of the other Contracting Party in its territory in accordance with its
laws and regulations.

When an investment is admitted, either Contracting Party shall, in accordance with its laws and regulations, grant visas, work permits
as well as all other necessary permits for the realization of such an investment.

Article 4

PROTECTION OF INVESTMENTS

Investments of investors of either Contracting Party effected within the territory of the other Contracting Party shall, in accordance
with the laws and regulations of the host Contracting Party, receive full legal protection and fair treatment not less favorable
than that accorded to its own investors or to investors of any third state who are in a comparable situation.

If a Contracting Party has accorded or shall accord in future special advantages or rights to investor(s) of any third state by virtue
of an existing or future agreement establishing a free trade area, a customs union, a common market or a similar regional organization
and /or by virtue of an arrangement on the avoidance of double taxation, it shall not be obliged to accord such advantages or rights
to investors of the other Contracting Party.

Article 5

MORE FAVORABLE PROVISIONS

Notwithstanding the terms set forth in this Agreement, more favorable provisions which have been or may be agreed upon by either of
the Contracting Parties with an investor of the other Contracting Party are applicable.

Article 6

EXPROPRIATION AND COMPENSATION

Investments of investors of either Contracting Party shall not be nationalized, confiscated, expropriated or subjected to similar
measures by the other Contracting Party except such measures are taken for public purposes, in accordance with the legal procedure
provided for in the laws and regulations of that Contracting Party, in a non-discriminatory manner and against compensation.

The amount of compensation shall be equivalent to the value of investment immediately before the action of nationalization, confiscation
or expropriation was taken. The compensation shall be made without delay, be effectively realizable and freely transferable. In case
of undue delay, which is longer than 30 days as from the date of expropriation, the financial costs related to the delayed payment
shall be borne by the expropriating Contracting Party from the date on which the payment becomes due to the date of actual payment.

Article 7

LOSSES

Investors of either Contracting Party whose investments suffer losses due to any armed conflict, war or similar state of emergency
in the territory of the other Contracting Party shall be accorded by the other Contracting Party treatment as regards restitution,
indemnification, compensation and other settlements no less favorable than that accorded to its own investors or to investors of
any third country.

Article 8

REPATRIATION AND TRANSFER

Each Contracting Party shall, in accordance with its laws and regulations, permit in good faith the following transfers related to
investments referred to in this Agreement, to be made freely and without delay out of its territory:

(a)

returns;

(b)

proceeds from the sale and/or liquidation of all or part of an investment;

(c)

royalties and fees related to transfer of technology agreement;

(d)

sums paid pursuant to Article 6 and/or 7 of this Agreement;

(e)

loan installments which are related to an investment and paid out of such investment activities;

(f)

monthly salaries, wages and other revenues received by the nationals of the other Contracting Party, who have obtained the corresponding
word permits related to an investment in the territory of the host Contracting Party;

The above transfers shall be effected in a convertible currency and at the current rate of exchange in accordance with the exchange
regulations prevailing on the date of transfer.

The investor and the host Contracting Party may agree otherwise on the manner of repatriation or transfers referred to in this Article.

Article 9

SUBROGATION

If a Contracting Party or its designated agency, within the framework of a legal system, subrogates an investor pursuant to a payment
made under an insurance or guarantee agreement against non-commercial risks:

(a)

such subrogation shall be recognized by the other Contracting Party;

(b)

the subrogee shall not be enpost_titled to exercise any rights other than the rights which the investor would have been enpost_titled to exercise.

Article 10

OBSERVANCE OF COMMITMENTS

Either Contracting Party shall guarantee the observance of the commitments it has entered into with respect to investments of investors
of the other Contracting Party.

Article 11

SCOPE OF THE AGREEMENT

This Agreement shall apply to investments, which are made prior to or after its entry into force by investors of either Contracting
Party in accordance with the laws and regulations of the other Contracting Party in the territory of the latter.

As far as the Islamic Republic of Iran is concerned, this Agreement shall only apply to the investments approved by Organization for
Investment. Economic and Technical Assistance of Iran (O.I.E.T.A.I.) or any other agency which may succeed it.

Article 12

SETTLEMENT OF DISPUTES BETWEEN A CONTRACTING PARTY AND INVESTOR (S) OF THE OTHER CONTRACTING PARTY

If any dispute arises between the host Contracting Party and investor(s) of the other Contracting Party with respect to an investment,
the host Contracting Party and the Investor(s) shall primarily endeavor to settle the dispute in an amicable manner through negotiation
and consultation.

In the event that the host Contracting Party and the investor(s) can not agree within six months from the date of notification of
the claim by one party to the other, either of them may refer the dispute to the competent courts of the host Contracting Party or
with due regard to its own laws and regulations to an arbitral tribunal of three members referred to in paragraph 5 below.

A dispute primarily referred to the competent court of the host Contracting Party, as long as it is pending, can not be referred to
arbitration save with the parties’ agreement; and in the event that a final judgement is rendered, it can not be referred to arbitration.

National courts shall not have jurisdiction over any dispute referred to arbitration. However, the provisions of this paragraph do
not bar the winning party go seek for the enforcement of the arbitral award before national courts.

The host Contracting Party or the investor(s) of the other Contracting Party who desires to refer the dispute to arbitration shall
appoint an arbitrator through a written notice sent to the other party. The other party shall appoint an arbitrator within sixty
days from the date of receipt of the said notice and the appointed arbitrators shall within sixty days from the date of the last
appointment, appoint the chairman. In the event that either party fails to appoint its arbitrator within the mentioned period and/or
the appointed arbitrators fail to agree on the chairman, either party may request the Secretary General of the International Center
for Settlement of Investment Disputes to appoint the failing party’ s arbitrator or the chairman, as the case may be. However, the
chairman shall be a national of a state having diplomatic relations with both Contracting Parties.

The ad hoc arbitral tribunal shall determine its own procedure and the place of arbitration.

The tribunal shall reach its award by a majority of votes. Such award shall be final and binding upon both parties to the dispute.
Both Contracting Parties shall commit themselves to the enforcement of the award.

Each party to the dispute shall bear the costs of its appointed arbitrator and of its representation in arbitral proceedings. The
relevant costs of the chairman and tribunal shall be borne in equal parts by the parties to the dispute. The tribunal may in its
award direct that a higher proportion of the costs be borne by one of the parties to the dispute.

Article 13

SETTLEMENT OF DISPUTES BETWEEN THE CONTRACTING PARTIES

All disputes arising between the Contracting Parties relating to the interpretation or application of this Agreement shall, in the
first place, be settled amicably by consultation. In case of disagreement, either Contracting Party may subject to its laws and regulations,
while sending a notice to the other party, refer the case to an arbitral tribunal of three members consisting of two arbitrators
appointed by the Contracting Parties and a chairman.

In case the dispute is referred to the arbitral tribunal, either Contracting Party shall appoint an arbitrator within sixty days from
the receipt of the notification and the arbitrators appointed by the Contracting Parties shall appoint the chairman within sixty
days from the date of last appointment. If either Contracting Party does not appoint its own arbitrator or the appointed arbitrators
do not agree on the appointment of the chairman within the said periods, each Contracting Party may request the President of the
International Court of Justice to appoint the arbitrator of the failing party or the chairman, as the case may be. However, the chairman
shall be a national of a state having diplomatic relations with both Contracting Parties at the time of the appointment.

In case the chairman is to be appointed by the President of the International Court of Justice, if the President of the International
Court of Justice is prevented from carrying out the said function or if he is a national of either Contracting Party, the appointment
shall be made by the Vice-President of the International Court of Justice, and if the Vice-President is also prevented from carrying
out the said function or he is a national of either Contracting Party, the appointment shall be made by the senior member of the
said court who is not a national of either Contracting Party.

Subject to other provisions agreed by the Contracting Parties, the arbitral tribunal shall determine its procedure and place of arbitration.

The decisions of the arbitral tribunal shall be binding on the Contracting Parties.

Article 14

VALIDITY OF THE AGREEMENT

This Agreement shall enter into force for a period of ten years on the first day of the following month after the date of the last
notification of either Contracting Party to the other Contracting Party that it has fulfilled necessary measures in accordance with
its laws and regulations for the entry into force of this Agreement. After the said period, this Agreement shall remain in force
thereafter unless one of the Contracting Parties notifies the other Contracting Party in writing of its unwillingness to continue
with it, six months prior to the expiration or termination thereof.

After the expiration of the validity or termination of this Agreement its provisions shall apply to investments under this Agreement
for a further period of ten years.

In Witness Whereof the undersigned, duly authorized thereto by respective Governments, have signed this Agreement.

Done in duplicate at Beijing on June 22, 2000 corresponding to 2nd Tir1379 in the Chinese, Persian and English languages, all texts
being equally authentic. In case of divergence of interpretation, the English text shall prevail.

For the Government of theFor the Government of the

People’s Republic of ChinaIslamic Republic of Iran

The Government of the People’s Republic of China
2000-06-22

NOTICE OF THE SUPREME PEOPLE’S COURT

The Notice of The Supreme People s Court of the PRC

Several Regulations of The Supreme People s Court on Hearing Civil Case Involved in The Agreement of People s Mediation has been
passed by the 1240th Session of the Judicial Committee of the Supreme People s Court on September 5th 2002.

It is promulgated on September 16th 2002, and shall go into effect as of November 11th, 2002.

Source:China Court Net

TRANSLATOR:Victor EDITOR:Jeff

INTERPRETATION BY THE STANDING COMMITTEE OF THE NATIONAL PEOPLE’S CONGRESS REGARDING THE FIRST PARAGRAPH OF ARTICLE 294 OF THE CRIMINAL LAW

Interpretation by the Standing Committee of the National People’s Congress Regarding the First Paragraph of Article 294 of the Criminal Law of the People’s Republic of China



	(Adopted at the 27th Meeting of the Standing Committee of the Ninth National People’s Congress on April 28, 2002) Having discussed the implication of “organizations in the nature of criminal syndicate” prescribed in the first paragraph of Article 294 of the Criminal Law, the Standing Committee of the National People’s Congress gives the interpretation as follows: “Organizations in the nature of criminal syndicate” prescribed in the first paragraph of Article 294 of the Criminal Law shall, at the same time, possess the following characteristics: (1) the criminal organization is relatively stable, with a relatively large number of members, definite organizers or leaders, and basically fixed backbone members; (2) it gains economic interests through organized illegally acts, criminal acts or other means, with a certain amount of economic strength to support its activities; (3) it has committed organized illegal and criminal acts on many occasions through violence, threat or other means, perpetrating outrages, riding roughshod over or cruelly injuring or killing people; and (4) through committing illegal and criminal acts, or taking advantage of protection and connivance by State functionaries, it plays the bully over an area, exercising illegal control and wielding illegal enormous influence over a certain area or trade, thus seriously disrupting the economic order and people’s daily activities. This Interpretation is hereby announced.

THE CIRCULAR OF THE SUPREME PEOPLE’S COURT ON BRINGING TRIAL FUNCTION INTO FULL PLAY AND TAKING PRACTICAL MEASURES TO MAINTAIN THE STABILITY OF ENTERPRISES AND SOCIETY

the Supreme People’s Court

The Circular of the Supreme People’s Court on Bringing Trial Function into Full Play and Taking Practical Measures to Maintain the
Stability of Enterprises and Society

Fa [2002] NO. 132

June 21, 2002

The Higher People’s Courts of all provinces, autonomous regions, and municipalities directly under the Central Government, Military
Courts of PLA, the Production and Construction Corp Branch of the Higher People’s Courts of Xinjiang Uyghur Autonomous Region:

Recently, the circumstances that the enterprise staff and workers assemble and the mass appeal to the higher authorities for help
occur continually in some places, which affects the enterprises’ normal production and operation order and local social stability.
Along with the deepening of the state-owned enterprises reform and the adjustment of economic structure, the deep-rooted contradictions
in the enterprises mechanism and internal interest conflicts of enterprises are becoming furious, and all kinds of contradictions
and disputes resulting from it will increase further. We shall attach importance to the situation that more and more internal interest
conflicts of enterprises are reflected in various trials of the people’s courts in the form of various litigations. The public pays
extensive attention to the cases in that the trials and enforcements of the people’s courts concern enterprises. If these cases are
dealt with incautiously, it will easily lead to mass events. It is the important task of the trial of people’s courts to bring trial
function into full play, deal appropriately with all kinds of contradictions and disputes concerning enterprises, maintain the enterprises’
normal production and operation order and the broad staff and workers’ legal rights and interests, and keep stability of enterprises
and society in the current and future period. Therefore it is hereby notified as follows:

Overall situation consciousness shall be further strengthened, and the role of trial on the maintenance of the stability of enterprises
and society shall be brought into full play.

Enterprises are main market players in the socialist market economy system. Only when enterprises are enlivened can market be enlivened;
only when enterprises develop can economy develop; only when enterprises are stable can the society be stable. The reformation of
state-owned enterprises is the central part of the socialist market economy system. Nowadays, the reform of state-owned enterprises
is on the stage of assaulting fortified positions. While the paces of state-owned enterprises’ reorganization and transformation
accelerate, the adjustments in ownerships structure and industries structure is strengthened, the laid-off workers increase largely,
and the social security system is not perfect, some deep-rooted contradictions in the state-owned enterprises are displaying step
by step and the interest conflicts are becoming furious, which shows the features of outstanding contradictions and increasing disputes.
At the same time, many new circumstances and problems appear in the non-state enterprises during the process of rapid developments.
Especially in some enterprises with foreign investments, private enterprises and individual economic organizations, the violation
of the labor, security and social insurance laws and regulations and infringement on the legal rights and interests of staff and
workers exist in large numbers some of which are quite serious. The mass, sudden and vicious incidents resulted from labor-management
disputes happen frequently. If these problems can’t be solved timely and properly, it will not only interfere with internal reform,
production and operation of the enterprises gravely, but also cause disadvantage influences to the overall situations of state reform,
development and stability. The people’s courts are the judicial organs, and play an irreplaceable and important role in safeguarding
state-owned enterprises reform and keeping enterprises stable. The courts at all levels shall start from the high requirements of
adhering to Deng Xiaoping Theory and practicing “Three Represents” of comrade Jiang Zemin to recognize profoundly the importance
of safeguarding state-owned enterprises reform and maintaining enterprises stable and to strengthen further overall situation, responsibilities
and safeguard consciousness, adjudicate fairly and timely by law all kinds of cases relating to reform, development and stability
of enterprises, and make full use of the standardization, instructive, adjusting and safe-guard effect of law on various interest
relationship involved in the reform of enterprise. Not only shall the internal reform of enterprise be guarded, but also the legal
rights and interest of the workers shall be protected to ensure that the trial can obtain good legal effect and social effect. While
a people’s court handles cases strictly by laws, it shall pay attention to all-round work, and prevent contradictions from being
sharpened or state of affairs being expanded during the trials process. Especially as to the mass disputes, courts shall pay great
attention to them ideologically, organize the work elaborately, and dissolve contradictions, rationalize relations, stabilize popular
sentiments, and maintain orders through the trial of cases to provide powerful judicial safeguard and service to reform, development
and stability.

The “strike-hard” campaign shall be continued deeply to create the sound public security environment for enterprises.

It is of great importance on the assurance of the reform of the state-owned enterprise and the development of various kinds of enterprise
to construct and maintain a long-term stable public security environment. Since the strike-hard campaign, the increasing trend of
criminal cases is limited to some extent, but the situation of public security is still austere. The courts at all levels shall continue
actively and effectively carrying out further the strike-hard campaign and do a good job in the trial of material criminal cases
and without delay. With respect to the criminal case in that the antagonism force, terrorist force, religious extremist force and
separatist force home and abroad, and the evil cult such as Fa Lun Gong make use of the difficulties of enterprises and the unstable
factors thus existed to conduct destruction and make troubles, the case in that criminal syndicate crimes and crimes by gangster
evil force that seriously undermine social security and the order of production and operation, the cases in that violent means are
adopted to revenge the society or the managers or employees of enterprises are killed due to the unsatisfactory with the reform of
state-owned enterprise, and the cases in that the assets of enterprises are plundered by crowd, stolen or the production materials,
equipments are destroyed on purpose shall be tried timely without any delay and the criminals thereof shall be severely punished
quickly with heavy penalty in accordance with law.

Various economic crimes shall be punished severely according to law to protect the order of the socialist market economy.

The courts at all levels shall continue participating actively in the rectification and standardization of the order of socialist
market economy, and crack down upon, in accordance with law, all kinds of material crimes undermining the order of the socialist
market economy. The crimes infringing on the legal rights and interests of enterprise such as the production and sale of fake or
substandard commodities, upon trade mark rights, patent rights and commercial confidentialities, undermining the commercial creditability
and fame of commodities, bidding in collaboration, fraudulence of contracts and the crimes undermining the order of socialist market
economy such as smuggling, falsely filling out value-added tax invoices, tax evasion and refusal to pay tax by force, financial fraud,
illegal business activities shall be severely punished and dealt with in accordance with laws to maintain the rights and interests
of enterprise and the order of market management. And at the same time, the crimes materially impairing the rights and interests
of shareholders and investors such as the reporting falsely registered capital and drawing back the investment by the enterprise
or the staff of the enterprise, illegal absorbing public deposits, issuance of stock, bonds without authorization or by fraudulence,
inside trading, compiling and distributing false information, provision of false financial statements and warranties, rigging the
transaction price and disturbing the securities market shall be punished with severity in accordance with law.

Various corruption crimes shall be punished severely according to law to protect the state-owned assets and the interests of the employees
of enterprises.

It is the current key point of the fight against corruption to do a good job in the trial of the corruption crimes of the leaders
and carders in the Party and political authorities, administrative executive authorities, judicial authorities and economic management
authorities and the leader and carders over a county or higher level and the leaders of state-owned enterprises, which is also the
demand of the maintenance of the stability of enterprise. The crimes such as the corruption and bribery, embezzlement of public money,
unauthorized partition of state-owned property, conducing business that is the same as that of the company or enterprise in which
one takes office, illegal profiteering for relatives and friends, especially crimes of peculation, unauthorized partition and embezzlement
state-owned assets taking the advantage of the reorganization, alliance, merge, lease, contract or adoption of stock system of state-owned
enterprise, crimes in that the social security funds of various kinds are defalcated, embezzled, partitioned collectively without
authorization, and the crimes of taking bribe, irregularities for favoritism, under-evaluation of state-owned assets that cause loss
to the state-owned assets during the process of the merger of enterprise involving the transfer of property post_titles shall be punished
severely in accordance with law. The civil servant who extorts and accepts property from non-state-owned enterprises by taking the
advantages of his position shall be severely punished. The anti-corruption fight shall be combined with the hard-strike rectification
and standardization of the order of the market economy and those corrupted and malpractice criminals who act as the back or shelter
for various kinds of crimes or shall be responsible to the material liability accident, material laboring safety accident, material
project safety accident shall be severely punished in accordance with laws.

The work concerning civil, commercial and administrative trial and enforcement shall be handled well to create a sound social environment
for the legal system for reform and development of enterprises.

The courts shall do a good job in the trial of the dispute case that occurs in the reorganization, combination, merger, contract,
and investment to enterprises to safeguard the smooth completion of the strategic reorganization of state-owned enterprise. The cases
involving the merger, bankruptcy and shut-down of the state-owned large or medium enterprise shall be dealt with properly strictly
in accordance with the relevant laws, regulations, rules, policies and judicial interpretations; with respect to the assets reorganization
cases involving the change of property right such as enterprises merger etc., the assets appraisal shall be standardized strictly
by laws so as not only to prevent the state-owed assets from flowing out, to prevent bank loans or state tax money from evasion and
abandonment or from turning into mere figurehead, but also to promote enterprises to increase capital and decrease debts and realize
the assets reorganization. The courts shall do a good job in the hearing of the case with disputes occurred in establishment and
improvement of modern-enterprise system of the state-owned enterprises by laws to maintain according to law the managerial autonomy
and the state administration of state-owned assets. And the trial of the cases involving stock rights, creditor’s rights, debt of
the state-owned enterprises shall be done well to safeguard and promote the strengthen of direct investment and financing of enterprises,
and to maintain the controlling ability of state-owed economy and the lawful rights and interests of banks and other creditors. The
labor deputes cases shall be tried timely and properly to protect the lawful rights and interests of laborers by laws, promote the
reform of labor system, and at the same time support enterprises to strengthen and improve the managements. The way of trial shall
be used to solve timely and fairly the disputes occurred in the process of economic communications of enterprises and to protect
the enterprises that participate in fair competition and engage in the lawful operation, and to maintain the market economic order
and transaction safety. The administrative cases involving state-owned enterprise shall be tried in accordance with laws. The arbitrary
charge, arbitrary fines and arbitrary apportion and other activities infringing on the legal rights and interests of enterprise shall
be strictly forbidden and the exercise of administrative functions according to law by the administrative authorities shall be supported.
The case involving the key projects or engineer construction with big disputed amount and influencing greatly the production and
development shall be quickly registered and tried, and concluded timely. Courts at all levels shall conclude timely the civil and
commercial cases relating to the stability of the enterprise in accordance with law. And those law-violating activities by taking
the advantage of the transformation of enterprise to avert or evade the liabilities shall be punished severely so that the legal
rights of the infringed enterprise can be protected.

All courts shall maintain, in accordance with law, the specific administrative act made in accordance with law by the administrative
authorities in the rectification and standardization of the market order. The people’s court shall revoke the administrative act
that is made by administrative authorities and encroaches the operation autonomy rights of enterprise. Where the administrative authorities
fail to exercise statutory duties so that the legal rights and interests of enterprise can’t be protected, the people’s court shall
determine the administrative authorities to perform its statutory duties.

The execution concerning the interests of the enterprise, especially of enterprise in difficulties shall be done well to eliminate
the unstable factors due to weak execution. Practical measures shall be taken to solve the execution of the debt of enterprise and
to overcome the local protectionism and powerful measures shall be taken to solve the difficulty of execution in different cities.
The executing courts shall pay attention not only to prevention of the social unstable factors due to weak execution, but also to
the social unstable factors arising from arbitrary execution. With respect to the execution case concerning the stability of enterprise,
special attention shall be paid, based on precondition of execution in accordance with law, to the execution art and execution methods
and the combination of legal effects and social effects of execution.

The reception of the appeal of the mass to higher authorities for help shall be done well and the group appeal instance shall be dealt
with appropriately

The courts at all levels shall pay special attention to the contradictions among the people under this new situation, and take practical
measures to do a good job in dealing with accurately the contradiction among the people as the political task in maintaining the
stability of the enterprise. The appeal by letter or by visit shall be handled as of the same importance of trial. The appeal by
letter or by visit of the mass shall be done well and carefully to dissolve the contradiction. With respect to the appealer, especially
the group appealers of laid-off workers, they shall be patiently educated and guided; the people’s court shall earnestly find out
their difficulties and give assistance to solve real problems to prevent the intensification of the contradiction. The channels shall
be broadened and the horizontal communication shall be strengthened. Active contact with related authorities shall be made to bring
forward negotiating and assisting proposals with respect to the complicated and difficulty appeal cases. The appeal visitors shall
be guided properly and protected in accordance with law in the exercise of rights. The work of stopping litigation and obeying the
decision by related parties shall be done well and the dissemination of laws, persuasion and education shall be strengthened to dissolve
the antagonizing mood of these parties. The case with surely wrong decision shall be registered timely for examination and the error
shall be corrected in accordance with legal procedures to maintain the legal rights and interests of the parties. Where the former
decision is right and the parties thereto who do not have appeal causes stick to appeal for a long time, effective measures shall
be taken based on the support strived for from related authorities, to solve this problem and to maintain the regular work order
of the people’s court.

They shall participate actively in the comprehensive governing of maintaining the stability of enterprise and the society in combination
with the trial

Courts at all levels shall summarize continuously the experience of trials concerning the interests of many employees of the enterprise
and give suggestion and plan concerning the stability of enterprise to related authorities by way of judicial advice. Laws shall
be disseminated in combination with the typical case of protecting the legal rights and interests of the enterprise legally operated
and the employees of enterprises and by many ways to maintain the authority of the Party, the government and the judicial authorities
and increase the awareness and ability of the mass to maintain the rights and interests of themselves by legal measures.

They shall strengthen the leadership and specify the liability and implement the work of maintaining the stability of enterprise and
society.

This year is the first year after the entry of our country into WTO and the Sixteenth National Congress of the CPC is about to be
held. It is of special importance to do well all kinds of trial and take practical measures to maintain the stability of enterprise
and society. The leaders of courts at all levels shall take practical measures to strengthen the leadership in the maintenance of
the stability, establish capable work agency based on the existing team of leaders for the maintenance and in combination with the
division of trial work to perfect all systems, specify the scope of function and liability and do well the implementation. In combination
with the trial work and the reality, the situation shall be periodically analyzed to get clear about the problems and case that influence
or may influence the stability of enterprise and society and promulgate practical and feasible counter measures and implement them
without delay to assure the real effect. Courts at all levels shall stick to the rules to report material events to the local committee
of the Party and related authorities timely and level by level, find out the symptom and information of the factors that might influence
the stability of enterprise and society. With respect to the events influencing the stability occurred or found out in the trial,
in addition to the control measured that shall be quickly adopted, it shall be timely reported level by level without delay and disguise.
Special attention shall be paid to the prevention of the occurrence of the material events influencing the stability of enterprise
and society due to mistakes in the trial. Courts at all levels shall, after the receipt of this circular, put forward implementing
measures in combination of the local reality and submit to us the written report of the implementation.

the Supreme People’s Court
2002-06-21

CIRCULAR OF CHINA SECURITIES REGULATORY COMMISSION ON THE ISSUE CONCERNING ALTERATION ON SORTS OF NONNEGOTIABLE SHARES OF THE LISTED COMPANY

The China Securities Regulatory Commission

Circular of China Securities Regulatory Commission on the Issue Concerning Alteration on Sorts of Nonnegotiable Shares of the Listed
Company

ZhengJianShiChangZi [2000] No.14

August 16, 2000

Shanghai and Shenzhen Stock Exchange:

With a view to regulating the registration of securities relating to alteration of the sorts of listed company’s shares, and coordinating
measures of reforming securities market, hereby notify the related matters concerning alteration of registration which shall be made
after state-owned stock equity of listed company’s nonnegotiable shares is transferred:

In case state-owned stock of listed company is transferred between state’s owned legal persons, the sort of the transferred shares
shall still be registered as state-owned shares; in case transferee is not the state’s owned legal person (including non-state’s
holding company) or other investors, the transferred stock equity can be registered as other sorts of nonnegotiable share, if:

the transferor gets approval from the Ministry of Finance by instrument in writing; or

it is executed according to the final judgment of court; or

it is auctioned directed or authorized by the court.

The Ministry of Finance will set special regulations on state-owned shares of listed company after the promulgation of this circular.
Then transferors transact according to the regulations.

This circular shall go into effect as of the date of its promulgation.

If the relevant articles of the document ShiChangZhengJianZi No.8 disaccords with this circular, execute according to this circular.

The China Securities Regulatory Commission
2000-08-16

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DUI

INTERIM PROCEDURES OF SHANGHAI MUNICIPALITY ON THE INTAKE OF EXPERTS FROM ABROAD

TERRITORIAL SEA AND THE CONTIGUOUS ZONE

CIRCULAR ON THE RELEVANT ISSUES CONCERNING THE EXPERIMENTAL ESTABLISHMENT OF LOGISTICS ENTERPRISES WITH FOREIGN INVESTMENT

DONATION FOR PUBLIC WELFARE UNDERTAKINGS

MEASURES FOR ELECTION OF DEPUTIES THE CHINESE PEOPLE’S LIBERATION ARMY TO THE NATIONAL PEOPLE’S CONGRESS AND LOCAL PEOPLE’S CONGRESSES AT OR ABOVE THE COUNTY LEVEL

THE ENQUIRY MEASURES OF CHINA WTO ENQUIRY OFFICES (FOR TRIAL IMPLEMENTATION)

PROVISIONS ON FOREIGN INVESTMENT IN CIVIL AVIATION

AGREEMENT ON RECIPROCAL PROMOTION AND PROTECTION OF INVESTMENT BETWEEN THE GORERNMENT OF THE PEOPLE’S REPUBLIC OF CHINA AND THE GOVERNMENT OF THE ISLAMIC REPUBLIC OF IRAN PREAMBLE

NOTICE OF THE SUPREME PEOPLE’S COURT

INTERPRETATION BY THE STANDING COMMITTEE OF THE NATIONAL PEOPLE’S CONGRESS REGARDING THE FIRST PARAGRAPH OF ARTICLE 294 OF THE CRIMINAL LAW

THE CIRCULAR OF THE SUPREME PEOPLE’S COURT ON BRINGING TRIAL FUNCTION INTO FULL PLAY AND TAKING PRACTICAL MEASURES TO MAINTAIN THE STABILITY OF ENTERPRISES AND SOCIETY

CIRCULAR OF CHINA SECURITIES REGULATORY COMMISSION ON THE ISSUE CONCERNING ALTERATION ON SORTS OF NONNEGOTIABLE SHARES OF THE LISTED COMPANY

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