MEASURES ON THE ADMINISTRATION OF FOREIGN-CAPITAL FINANCIAL INSTITUTIONS’ REPRESENTATIVE OFFICES IN CHINA

The People’s Bank of China

Decree of People’s Bank of China

No. 8

In accordance with the regulations of the Administration of Foreign-funded Financial Institutions, Measures on the Administration
of Foreign-capital Financial Institutions’ Representative Offices in China are adopted by the People’s Bank of China are hereby promulgated
and shall be come into force as of the day of July 18, 2002.

Minister of the People’s Bank of China, Dai Xianglong

June 13, 2002

Measures on the Administration of Foreign-capital Financial Institutions’ Representative Offices in China

Chapter I General Provisions

Article 1

These Measures are enacted in accordance with the relevant provisions in the Regulation of the People’s Republic of China on the Administration
of Foreign-capital Financial Institutions with a view to meeting the demands arising from the opening to the outside world and economic
development and strengthening the administration of foreign-capital financial institutions’ representative offices in China.

Article 2

Foreign-capital financial institutions mentioned in these Measures shall include foreign financial institutions and foreign-capital
financial institutions registered and established inside the territory of China.

A foreign financial institution shall refer to a financial institution registered outside the territory of the People’s Republic of
China and ratified by the financial supervision authority or financial industry association of the country or region where it is
located.

Foreign-capital financial institutions registered inside the territory of China shall include: foreign banks whose head offices are
inside the territory of China; joint venture banks inside the territory of China established jointly between foreign financial institutions
and Chinese companies or enterprises; foreign financial companies, currency brokerage companies and credit card companies whose head
offices are inside the territory of China; joint venture financial companies, currency brokerage companies and credit card companies
established jointly by foreign financial institutions and Chinese companies or enterprises inside the territory of China; and other
foreign-capital financial institutions established upon the approval of the People’s Bank of China. Foreign-capital financial institutions’
representative offices (hereinafter referred to as “representative offices”) mentioned in these Measures shall include representative
offices and general representative offices established inside the territory of China by foreign-capital financial institutions to
engage in non-operation activities such as consultancies, contacts and market investigations, etc. The main responsible person of
a representative office is called a chief representative, and the main responsible person of a general representative office is called
a general representative.

Article 3

Representative offices must abide by the laws and regulations of the People’s Republic of China, and their lawful rights and interests
are protected by the laws of the People’s Republic of China.

Chapter II Application and Establishment

Article 4

Where a foreign financial institution intends to establish a representative office, the applicant shall meet the following conditions:

(1)

The country or region where the applicant is located has a complete financial supervision system;

(2)

The applicant is a financial institution established upon the approval of the financial supervision authority of the country or region
where it is located, or is a member of the financial industry association;

(3)

The applicant is in good operative condition, and has no record of major violation of law or regulation;

(4)

Other prudential conditions stipulated by the People’s Bank of China.

Where a foreign-capital financial institution registered inside the territory of China intends to establish a representative office,
the applicant shall meet the conditions in the above Items (3) and (4).

Article 5

When applying for establishing a representative office, the applicant shall obtain an application form from the branch of the People’s
Bank of China at the locality where the office is to be established, and shall submit the filled-in application form together with
the following documents to the said branch:

(1)

An application letter to the president of the People’s Bank of China signed by the board chairman or the president (chief executive
officer, general manager);

(2)

The business license (duplicate) or the attestation on lawfully opening business (duplicate) checked and issued by the relevant competent
authority of the country or region where the applicant is located;

(3)

The company’s articles of association, the name list of members in the board of directors and of the largest ten shareholders or the
name list of the main partners;

(4)

Annual financial statements for the latest 3 years before this application;

(5)

A written opinion issued by the financial supervision authority of the country or region where the applicant is located on the establishment
of such a representative office inside the territory of China, or a recommendation letter issued by the financial industry association
of which the applicant is a member;

(6)

The identity certificate, academic credentials and resume of the chief representative to be appointed, and the statements signed by
the persons to be appointed on whether there is any delinquent record;

(7)

A power of attorney signed by the board chairman or president (chief executive officer, general manager) or his authorized signatory
on appointing the chief representative;

(8)

Other documents required by the People’s Bank of China.

The documents submitted by a foreign-capital financial institution registered inside the territory of China do not include those provided
for by Item (5) of this Article.

Article 6

Except for the annual financial statements, any document required by these Measures to be submitted shall have a Chinese translation
attached if it is written in a foreign language.

Among the documents submitted, the “power of attorney”, the “business license (duplicate)” or “attestation on opening business (duplicate)”
must be notarized by a notarial office ratified by the country or region where the applicant is located, or authenticated by the
Chinese embassy or consulate accredited to that country.

Article 7

The branch of the People’s Bank of China shall, after preliminarily examining the application documents submitted by a foreign-capital
financial institution, submit them to the head office of the People’s Bank of China for examination and approval.

Article 8

The Chinese name of a representative office shall be composed of the following parts, which, in turn, are: the name of the foreign-capital
financial institution, the name of the city where the office is to be located and the words “representative office”.

Article 9

A foreign financial institution that has established 5 or more branches inside the territory of China may apply for establishing a
general representative office.

The procedures of application for the establishment of a general representative office and the administration thereof are identical
with those of a representative office.

The Chinese name of a general representative office shall be composed of the following parts, which, in turn, are: the name of the
foreign financial institution, and the words “general representative office in China”.

Article 10

The qualification for the general representative of a general representative office and for the chief representative of a representative
office to hold the position shall be subject to a system of approval.

The head office of the People’s Bank of China shall be responsible for approving or canceling the qualification for the general representatives
of general representative offices and the chief representatives of representative offices to hold their positions.

Article 11

Whoever intends to hold the position of general representative in a general representative office or the position of chief representative
in a representative office shall meet the following conditions:

(1)

To hold the position of a general representative in a general representative office, one should usually have 5 years or more of work
experiences in finance or in the relevant economic affairs, and have 3 years or more of experiences in holding the position of business
department manager or similar positions or above;

(2)

To hold the position of a chief representative in a representative office, one should usually have 3 years or more of work experiences
in finance or in the relevant economic affairs;

(3)

He should have the academic qualification of regular course education or above in a higher education institution; anyone who fails
to meet this condition shall have an additional 6 years of work experiences in finance or in the relevant economic affairs to hold
the position of a general representative in a general representative office, and shall have an additional 3 years of work experiences
in finance or in the relevant economic affairs to hold the position of a chief representative in a representative office.

Article 12

A foreign-capital financial institution that applies for changing the general representative or the chief representative of its representative
office shall submit the following documents to the branch bank of the People’s Bank of China at the locality of the representative
office:

(1)

The application letter to the president of the People’s Bank of China, which is signed by the authorized signatory of the foreign-capital
financial institution;

(2)

The power of attorney signed by the authorized signatory of the foreign-capital financial institution;

(3)

Resumes of the persons to be appointed;

(4)

Duplicates of identity certificates and academic credentials of the persons to be appointed;

(5)

The statements signed by the persons to be appointed on whether there is any delinquent record;

(6)

Other documents required by the People’s Bank of China.

Article 13

The branch bank of the People’s Bank of China shall, after preliminarily examining the application documents for changing the general
representative or the chief representative of a representative office, which are submitted by a foreign-capital financial institution,
submit them to the head office of the People’s Bank of China for approval.

Article 14

A representative office established upon approval shall be issued the approval certificate by the head office of the People’s Bank
of China, and the validity period for the office shall be 6 years.

A representative office shall, after obtaining the approval certificate, go through the registration in the administrative department
for industry and commerce in accordance with the relevant provisions. Where a representative office has failed to go through the
registration within the specified time limit, it must submit an application letter signed by the board chairman or president (chief
executive officer, general manager) of the foreign-capital financial institution it represents to the People’s Bank of China for
re-obtaining the approval certificate. A representative office must, within 6 months as of the day it receives the approval of the
People’s Bank of China, move into fixed office sites, otherwise the original approval for establishment shall be automatically invalidated.

Chapter III Supervision and Administration

Article 15

Neither the representative office nor its employees shall conclude with any entity or natural person an agreement or contract which
might bring income to the representative office or the foreign-capital financial institution it represents, or engage in any form
of operative activities.

Article 16

When a representative office is established, terminated, modified or its period is extended, it shall, within 15 days after the industrial
and commercial registration is made, make an announcement in a newspaper designated by the head office of the People’s Bank of China,
and shall report to the branch bank of the People’s Bank of China at its locality.

Article 17

A representative office must have its independent office sites, office facilities and full-time employees.

Article 18

The period for the position held by the general representative or the chief representative of a representative office shall usually
be 2 years or more, during this period the general representative or chief representative shall not concurrently hold the managing
position in any other operative organization.

The general representative or chief representative shall reside in the representative office to preside over the daily work. If he
needs to depart from his position for 1 month or more, he shall designate a special person to exercise his duties on behalf of him,
and report to the branch bank of the People’s Bank of China at his locality. If he needs to depart from his position for 3 months
or more and has no particular reasons, his position shall be taken place by another person upon the approval of the head office of
the People’s Bank of China.

Article 19

A representative office shall, before the end of February of each year, submit the work report of the last year to the branch bank
of the People’s Bank of China at its locality, and the branch bank shall then submit it to the head office of the People’s Bank of
China. The work report of a representative office shall be filled out in Chinese in accordance with the format specified by the People’s
Bank of China.

Article 20

A representative office shall, within 6 months after the end of the fiscal year of the foreign-capital financial institution it represents,
provide the branch bank of the People’s Bank of China at its locality with the annual financial statements of the foreign-capital
financial institution.

Article 21

Where a foreign financial institution that has established a representative office is under any of the following circumstances, the
representative office shall report to the branch bank of the People’s Bank of China at its locality in time, and then the branch
shall report to the head office of the People’s Bank of China:

(1)

The articles of association, registered capital or registration address of the institution is modified;

(2)

The institution is restructured, the share rights are modified or the main responsible person is changed;

(3)

The institution suffers from serious losses in the operation;

(4)

A major case occurs;

(5)

The supervision authority of the country or region where the foreign financial institution is located imposes major supervision measures
on it;

(6)

Other events which are of major impact to the operation of the foreign financial institution.

Article 22

Where a new foreign-capital financial institution is to be established due to merger, division or other restructuring causes and therefore
the name of its representative office inside the territory of China is to be changed, the institution shall apply to the head office
of the People’s Bank of China in advance, and shall submit the following documents:

(1)

The application letter signed by the board chairman or president (chief executive officer, general manager) of the new institution;

(2)

The approval letter of the financial supervision authority of the country or region where the new institution is located on approving
the institutional restructuring;

(3)

The financial statements on the merger of the new institution;

(4)

The new institution’s articles of association, the name list of members in the board of directors and of the largest ten shareholders
or the name list of the main partners;

(5)

The business license (duplicate) or attestation on lawfully opening business (duplicate) checked and issued by the relevant competent
authority of the country or region where the new institution is located;

(6)

The resume, academic credentials and identity certificate of the chief representative or the general representative of the new institution’s
representative office inside the territory of China, and the statements signed by the representative on whether there is any delinquent
record

(7)

A power of attorney signed by the new institution’s board chairman or president (chief executive officer, general manager) or his
authorized signatory on appointing the chief representative or the general representative of the representative office inside the
territory of China;

(8)

Other documents required by the People’s Bank of China.

A foreign-capital financial institution shall meanwhile submit the above said documents (duplicates) to the branch bank of the People’s
Bank of China at the locality of its representative office.

Article 23

Where a foreign-capital financial institution changes the name of its representative office inside the territory of China due to other
reasons, it must submit to the head office of the People’s Bank of China an application letter signed by its board chairman or president
(chief executive officer, general manager), and shall meanwhile submit the duplicate of the application letter to the branch bank
of the People’s Bank of China at the locality of the representative office.

Article 24

A foreign-capital financial institution shall, after obtaining the approval letter of the People’s Bank of China on approving its
changing of the name of the representative office inside the territory of China, go through the modification registration formalities
in the administrative department for industry and commerce in accordance with the relevant provisions.

Article 25

Where a representative office is to be under any of the following circumstances, it shall report to the branch bank of the People’s
Bank of China at its locality for approval:

(1)

Extension of the period of the representative office. The office shall, 2 months before the expiry of its validity period, submit
an application letter signed by an authorized signatory of the foreign-capital financial institution and the work reports of the
latest 3 years, which are signed by the chief representative or general representative of the representative office, to the branch
bank or business management department of the People’s Bank of China at its locality for examination and approval. The time limit
of each extension of the period of the representative office shall be 6 years.

(2)

Change of address. The office shall submit an application letter for change of address, which is signed by its chief representative
or general representative, to the branch bank or business management department of the People’s Bank of China at its locality for
examination and approval, which shall report to the head office of the People’s Bank of China. The representative office must move
to the new address within 3 months after being approved.

Chapter IV Termination of Representative Offices

Article 26

Whoever applies for closing a representative office shall submit to the branch bank of the People’s Bank of China at its locality
an application letter to the president of the People’s Bank of China, which is signed by the board chairman or president (chief executive
officer, general manager) of the foreign-capital financial institution. The said branch shall, after preliminary examination, then
submit the letter to the head office of the People’s Bank of China for examination and approval. The applicant shall, after being
approved, apply to the administrative department for industry and commerce for canceling the registration, and shall go through the
relevant formalities in the relevant government departments.

Article 27

After a representative office is approved by the People’s Bank of China to upgrade itself as an operative branch or general representative
office, the original representative office shall be automatically closed, and it shall apply to the administrative department for
industry and commerce for canceling the registration.

Article 28

After a representative office is closed or cancelled by the People’s Bank of China in accordance with the law, its general representative
office, if any, shall be responsible for the remaining matters; after a general representative office, or a representative office
with no general representative office is closed or cancelled by the People’s Bank of China in accordance with the law, the foreign-capital
financial institution it represents shall be responsible for the remaining matters.

Chapter V Penalty Provisions

Article 29

Where, without the approval of the People’s Bank of China, an entity or natural person violates these Measures by establishing a foreign-capital
financial institution’s representative office in China or by hanging up a plaque with a name provided for in Article 9 of these
Measures at a fixed office site, it shall be banned by the People’s Bank of China in accordance with the law; if a crime is constituted,
the offender shall be investigated for criminal liabilities in accordance with the law.

Article 30

Where a foreign-capital financial institution establishes a representative office without being approved by the People’s Bank of China,
the People’s Bank of China shall not accept any application filed by this institution for establishing a representative office or
other operative office inside the territory of China within 5 years as of the date when the representative office is banned.

Article 31

Where a representative office has failed to submit the reports or documents provided for in Articles 19, 20 and 21 of these Measures
to the branch bank of the People’s Bank of China at its locality within the specified time limit, it shall be imposed upon a warning
by the branch; where the office has failed to provide the reports or documents during 2 consecutive years, the branch of the People’s
Bank of China at its locality shall report to the head office of the People’s Bank of China to cancel the representative office.

Article 32

Where a representative office or any of its employees violates Article 15 of these Measures by engaging in financial business activities,
it/he shall be penalized by the People’s Bank of China in accordance with the relevant provisions in the Measures for Penalizing
Illegal Financial Acts; where a representative office or any of its employees engages in any operative activity other than its financial
business, it/he shall be imposed upon a warning by the People’s Bank of China, or, if the case is serious, the representative office
shall be cancelled.

Article 33

Where a representative office has failed to submit an application for the extension of the period 2 months before the expiry of its
validity period, it shall submit an apology letter issued by the foreign-capital financial institution it represents to the branch
of People’s Bank of China at its locality, explaining the reason.

The branch (business management department) of the People’s Bank of China at the representative office’s locality shall, on the basis
of the specific situation, make a decision on whether to approve the extension.

Article 34

If any of the following circumstances occurs, the People’s Bank of China may, according to the seriousness and consequences, suspend
the qualification for the chief representative or general representative of the representative office to hold the position for a
period and even cancel his qualification for life:

(1)

A representative office or any of its employees engages in financial business activities or other operative activities;

(2)

The representative office provides documents containing false information or concealing important facts, and the case is serious;

(3)

A representative office violates Article 20 or 21 of these Measures by not submitting annual reports or not reporting the major events
of the foreign-capital financial institution it represents to the People’s Bank of China;

(4)

The chief representative or general representative is investigated for criminal liabilities in accordance with the law;

(5)

A representative office refuses, disturbs, impedes or seriously hinders the lawful supervision of the People’s Bank of China;

(6)

The People’s Bank of China finds that a general representative or chief representative was, prior to his holding the position, in
violation of the law or regulation or under any other circumstance not proper for him to hold the position of a senior manager.

Article 35

A representative office that provides documents containing false information or concealing important facts shall be imposed upon a
warning by the People’s Bank of China.

Article 36

Where any representative office violates any other provisions in these Measures, it shall be imposed upon a warning by the People’s
Bank of China, or the foreign-capital financial institution it represents shall be suggested by the People’s Bank of China to change
the chief representative or general representative.

Chapter VI Supplementary Provisions

Article 37

The establishment of representative offices by financial institutions from Hong Kong Special Administrative Region, Macao Special
Administrative Region and Taiwan Region as well as by the wholly-owned banks, joint venture banks, wholly-owned financial companies
and joint venture financial companies established in the mainland of China by the said financial institutions, shall refer to these
Measures.

Article 38

These Measures shall enter into force as of July 18, 2002. The Measures on the Administration of Foreign Financial Institutions’ Representative
Offices in China promulgated by the People’s Bank of China on April 29, 1996 shall be nullified simultaneously.

Article 39

The power to interpret these Measures shall remain with the People’s Bank of China.

The People’s Bank of China
2002-06-13

INTERIM MEASURES GOVERNING THE ESTABLISHMENT OF CHINESE-FOREIGN EQUITY JOINT FOREIGN TRADE CORPORATIONS

The Ministry of Foreign Trade and Economic Cooperation

The Decree of the Ministry of Foreign Trade and Economic Cooperation of the People’s Republic of China

No. 1

In order to open wider to the outside world and to promote the development of foreign trade of our country, the Interim Measures Governing
the Establishment of Chinese-foreign Equity Joint Foreign Trade Corporations adopted at the 2nd ministers executive meeting, and
is hereby promulgated and shall be come into force after 30 days as of its promulgation. Beginning from its implementation, the Interim
Measures Governing the Establishment of Chinese-foreign Equity Joint Foreign Trade Corporations on a trail basis, which was ratified
on September 2, 1996 by the State Council, and promulgated on September 30, 1996 by the Ministry of Foreign Trade and Economic Cooperation,
will be abolished at the same time.

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

January 31, 2003

Interim Measures Governing the Establishment of Chinese-foreign Equity Joint Foreign Trade Corporations

Article 1

For the purpose of opening wider to the outside world and promoting the developments of foreign trade of our country, these measures
are formulated in accordance with the Foreign Trade Law of the People’s Republic of China and the Law of the People’s Republic of
China on Chinese-foreign Equity Joint Ventures, and other related laws and regulations.

Article 2

The measures are applicable to the Chinese-foreign equity joint foreign trade corporations (hereinafter referred to as “equity joint
foreign trade corporation”) specializing in the import and export trade business, jointly established by foreign corporations and
enterprises (hereinafter referred to as “Foreign investor”) and Chinese enterprises and companies (hereinafter referred to as “Chinese
investor”) within the Chinese territory.

Article 3

An equity joint foreign trade corporation is a company with limited liabilities. The foreign investor shall provide at least 25 per
cent of the total registered capital.

Article 4

The following conditions shall be met when establishing a equity joint foreign trade corporation:

The foreign investor’s average annual foreign trade value with China shall reach US$30 million or more in the three years before application;
If the equity joint foreign trade corporation is to be registered in the Midwest of China, the foreign investor’s average annual
foreign trade value with China shall reach US$20 million or more in the three years before application.

The Chinese investor shall have the right to do foreign trade business and its average import & export value shall be more than US$30
million in the three years before application; If the equity joint foreign trade corporation is to be registered in the Midwest of
China, its average import & export value shall be more than US$20 million in the three years before application.

A Chinese-foreign equity joint foreign trade corporation shall meet the following conditions:

Its registered capital shall be no less than 50 million Yuan; If registered in the Midwest, the registered capital shall be no less
than 30 million Yuan;

It has its own name and organizations;

It has operation area suitable for foreign trade business, specialized professionals and other necessary conditions.

Article 5

When applying for the establishment of an equity joint foreign trade corporation, the Chinese investor shall submit the following
documents to the Ministry of Foreign Trade and Economic Cooperation (hereinafter referred to as the MFTEC) through the local foreign
trade supervisory department:

Project proposal, feasibility study report signed by all parties involved, contracts, and articles of incorporation;

The proof documents for company registration (copy version), company credit, and legal representatives from all parties involved;

The catalogue of the import & export commodities of the proposed equity joint foreign trade corporation;

The recent three years’ annual account report forms audited by an accountant office from all parties involved;

Other documents requested by the MFTEC The MFTEC shall review the documents it received from various places and it shall give an official
reply to and issue Certificates of Approval for Foreign-invested Enterprises to the qualified corporations within 90 days as of the
acceptance of the whole set of documents.

Article 6

After obtaining state approval for establishing an equity joint foreign trade corporation, the applicant shall file an application
for registration at the State Administration of Industry and Commerce or at local bureaus with its authorization within one month
from the date of the approval, and it shall, in accordance with the law, file an application for tax registration at tax authorities.

Article 7

Both of the foreign investor and the Chinese investor can provide funds for the registered capital in currency, physical objects,
intangible assets (including industrial properties, special technologies and a right to use a site). All the parties to the equity
joint foreign trade corporation shall pay up the investment to the prescribed volume within the time limit as provided for in relevant
provisions of the state.

Article 8

The equity joint foreign trade corporation shall, in accordance with the state’s pertinent regulations, deal in or serve as agent
for the import and export of cargo and technology and relevant services, and deal in the whole business for the commodities imported
by itself within the approved business scope.

Article 9

For the import and export commodities under the state quota and permit control, the equity joint foreign trade corporation cannot
handle them unless they have applied to the related state supervisory department in accordance with related laws and regulations
and obtained approval. As for the import and export commodities under the state control of quota bidding, the equity joint foreign
trade corporation shall tender for bids in accordance with the bidding regulations set down by the supervisory department.

Article 10

The foreign exchange revenue and expenditure of an equity joint foreign trade corporation shall be in conformity with the relevant
provisions of the state concerning foreign exchange.

Article 11

An equity joint foreign trade corporation shall pay taxes according to relevant laws and regulations and rules on taxation. Its shall
be enpost_titled to enjoy tax rebates or tax exemption on export cargoes in accordance with relevant laws, regulations and rules of the
state.

Article 12

An equity joint foreign trade corporation shall submit statements of finance, accounting, and statistics on a regular basis to the
local supervisory departments in accordance with the related laws and regulations on finance, accounting and statistics.

Article 13

An equity joint foreign trade corporation shall apply to join the Import and Export Chamber or the Association for Foreign-funded
Enterprises and shall obey the coordination of the Chamber or the Association.

Article 14

An equity joint foreign trade corporation shall comply with the Chinese laws and regulations, and is under the jurisdiction of Chinese
laws and regulations. Its legal rights and interests shall be subject to the protection of Chinese laws and regulations. If the equity
joint foreign trade corporation violates Chinese laws and regulations, it shall be subject to punishment accordingly.

Article 15

The present measures shall apply to the equity joint foreign trade corporations jointly established by companies or enterprises from
Hong Kong, Macao, and Taiwan with counterparts from the Chinese mainland.

Article 16

Before December 11, 2003, the application for the establishment of an equity joint foreign trade corporation, in which the registered
capital provided by the Chinese investor is less than 51%, shall not be accepted for the time being.

Article 17

The power to interpret the present Measures shall remain with the Ministry of Foreign Trade and Economic Cooperation.

The Ministry of Foreign Trade and Economic Cooperation
2003-01-31

INDIVIDUAL INCOME TAX LAW

Individual Income Tax Law of the People’s Republic of China

Article 1. Individual income tax shall be paid in accordance with the provisions of this Law by individuals who have resided for one year or
more in the People’s Republic of China on their income gained within or outside China.

Individuals not residing in the People’s Republic of China and individuals who have resided in China for less than one year shall
pay individual income tax only on their income gained within China.

Article 2. Individual income tax shall be paid on the following categories of income:

(1) income from wages and salaries;

(2) income from remuneration for personal services;

(3) income from royalties;

(4) income from interest, dividends and bonuses;

(5) income from the lease of property; and

(6) other income specified as taxable by the Ministry of Finance of the People’s Republic of China.

Article 3. Individual income tax rates:

(1) Income from wages and salaries in excess of specified amounts shall be taxed at progressive rates ranging from 5 percent to 45
percent (see the appended tax rate schedule).

(2) Income from remuneration for personal services, royalties, interest, dividends, bonuses and the lease of property and other income
shall be taxed at a flat rate of 20 percent.

Article 4. The following categories of income shall be exempted from individual income tax:

(1) awards for scientific, technological and cultural achievements;

(2) interest on savings deposits in the state banks and credit cooperatives of the People’s Republic of China;

(3) welfare benefits, survivors pensions and relief payments;

(4) insurance indemnities;

(5) military severance pay and demobilization pay for officers and soldiers of the armed forces;

(6) severance pay and retirement pay for cadres, staff members and workers;

(7) salaries of diplomatic officials of foreign embassies and consulates in China;

(8) income exempted from tax as stipulated in the international conventions to which the Chinese Government is a party and in agreements
it has signed; and

(9) income exempted from tax with the approval of the Ministry of Finance of the People’s Republic of China.

Article 5. The amount of various kinds of taxable income shall be computed as follows:

(1) For income from wages and salaries, a monthly deduction of 800 yuan shall be allowed for expenses, and that part in excess of
800 yuan shall be taxed.

(2) For income from remuneration for personal services, royalties and the lease of property, a deduction of 800 yuan shall be allowed
for expenses, if the amount received in a single payment is less than 4,000 yuan; for single payments of 4,000 yuan or more, a deduction
of 20 percent shall be allowed for expenses. The remaining amount shall be taxed.

(3) Income from interest, dividends, bonuses and other income shall be taxed on the amount received in each payment.

Article 6. For individual income tax, the income earner shall be the taxpayer, and the paying unit shall be the withholding agent. In case
there is no withholding agent, the taxpayer shall file a return and pay tax himself.

Article 7. The tax withheld each month by a withholding agent and the tax to be paid each month by a taxpayer personally filing a return shall
be turned in to the State Treasury and the tax return submitted to the tax authorities within the first seven days of the following
month.

A taxpayer who earns income outside China shall pay the tax due to the State Treasury and submit a tax return to the tax authorities
within 30 days after the end of each year.

Article 8. All categories of income shall be computed in terms of Renminbi (RMB). Income in foreign currency shall be taxed on the equivalent
amount converted into Renminbi according to the foreign exchange rate quoted by the State General Administration of Foreign Exchange
Control of the People’s Republic of China.

Article 9. The tax authorities shall have the right to inspect the payment of tax. Withholding agents and taxpayers personally filing tax
returns must make reports according to the facts and provide all relevant information. They may not refuse to cooperate and may
not conceal the facts.

Article 10. A service fee of one percent of the amount of tax withheld shall be paid to the withholding agents.

Article 11. Withholding agents and taxpayers personally filing returns must pay tax within the prescribed time limit. In case of failure to
do so, the tax authorities, in addition to setting a new time limit for tax payment, shall impose a surcharge for overdue payment
equal to 0.5 percent of the overdue tax for every day in arrears, starting from the first day payment becomes overdue.

Article 12. The tax authorities may, in the light of the circumstances, impose a fine on a withholding agent or a taxpayer personally filing
a return who has violated the provisions of Article 9 of this Law.

In dealing with those who have concealed income or evaded or refused to pay tax, the tax authorities may, in addition to pursuing
the tax payment, impose a fine up to but not exceeding five times the amount of the tax underpaid or not paid, in accordance with
the seriousness of the case. Cases of gross violation shall be handled by the local people’s courts in accordance with the law.

Article 13. In case of a dispute with the tax authorities over tax payment, a withholding agent or a taxpayer personally filing a return must
pay the tax as prescribed before applying to higher tax authorities for reconsideration. If he does not accept the decision made
after such reconsideration, he may bring a lawsuit before a local people’s court.

Article 14. Rules for the implementation of this Law shall be formulated by the Ministry of Finance of the People’s Republic of China.

Article 15. This Law shall go into effect on the day of its promulgation.

TERRITORAL SEA AND THE CONTIGUOUS ZONE

Law of the PRC on the Territoral Sea and the Contiguous Zone

Article 1 This Law is enacted for the People’s Republic of China to exercise its sovereignty over its territorial sea and the control over
its contiguous zone, and to safeguard its national security and its maritime rights and interests.

Article 2 The territorial sea of the People’s Republic of China is the sea belt adjacent to the land territory and the internal waters of the
People’s Republic of China. The land territory of the People’s Republic of China includes the mainland of the People’s Republic of
China and its coastal islands; Taiwan and all islands appertaining thereto including the Diaoyu Islands; the Penghu Islands; the
Dongsha Islands; the Xisha Islands; the Zhongsha Islands and the Nansha Islands; as well as all the other islands belonging to the
People’s Republic of China.

The waters on the landward side of the baselines of the territorial sea of the People’s Republic of China constitute the internal
waters of the People’s Republic of China.

Article 3 The breadth of the territorial sea of the People’s Republic of China is twelve nautical miles, measured from the baselines of the
territorial sea.

The method of straight baselines composed of all the straight lines joining the adjacent base points shall be employed in drawing
the baselines of the territorial sea of the People’s Republic of China.

The outer limit of the territorial sea of the People’s Republic of China is the line every point of which is at a distance equal to
twelve nautical miles from the nearest point of the baseline of the territorial sea.

Article 4 The contiguous zone of the People’s Republic of China is the sea belt adjacent to and beyond the territorial sea. The breadth of
the contiguous zone is twelve nautical miles.

The outer limit of the contiguous zone of the People’s Republic of China is the line every point of which is at a distance equal to
twenty-four nautical miles from the nearest point of the baseline of the territorial sea.

Article 5 The sovereignty of the People’s Republic of China over its territorial sea extends to the air space over the territorial sea as well
as to the bed and subsoil of the territorial sea.

Article 6 Foreign ships for non-military purposes shall enjoy the right of innocent passage through the territorial sea of the People’s Republic
of China in accordance with the law.

Foreign ships for military purposes shall be subject to approval by the Government of the People’s Republic of China for entering
the territorial sea of the People’s Republic of China.

Article 7 Foreign submarines and other underwater vehicles, when passing through the territorial sea of the People’s Republic of China, shall
navigate on the surface and show their flag.

Article 8 Foreign ships passing through the territorial sea of the People’s Republic of China must comply with the laws and regulations of
the People’s Republic of China and shall not be prejudicial to the peace, security and good order of the People’s Republic of China.

Foreign nuclear-powered ships and ships carrying nuclear, noxious or other dangerous substances, when passing through the territorial
sea of the People’s Republic of China, must carry relevant documents and take special precautionary measures.

The Government of the People’s Republic of China has the right to take all necessary measures to prevent and stop non-innocent passage
through its territorial sea.

Cases of foreign ships violating the laws or regulations of the People’s Republic of China shall be handled by the relevant organs
of the People’s Republic of China in accordance with the law.

Article 9 The Government of the People’s Republic of China may, for maintaining the safety of navigation or for other special needs, request
foreign ships passing through the territorial sea of the People’s Republic of China to use the designated sea lanes or to navigate
according to the prescribed traffic separation schemes. The specific regulations to this effect shall be promulgated by the Government
of the People’s Republic of China or its competent authorities concerned.

Article 10 In the case of violation of the laws or regulations of the People’s Republic of China by a foreign ship for military purposes or
a foreign government ship for non-commercial purposes when passing through the territorial sea of the People’s Republic of China,
the competent authorities of the People’s Republic of China shall have the right to order it to leave the territorial sea immediately
and the flag State shall bear international responsibility for any loss or damage thus caused.

Article 11 All international organizations, foreign organizations or individuals shall obtain approval from the Government of the People’s Republic
of China for carrying out scientific research, marine operations or other activities in the territorial sea of the People’s Republic
of China, and shall comply with the laws and regulations of the People’s Republic of China.

All illegal entries into the territorial sea of the People’s Republic of China for carrying out scientific research, marine operations
or other activities in contravention of the provisions of the preceding paragraph of this Article, shall be dealt with by the relevant
organs of the People’s Republic of China in accordance with the law.

Article 12 No aircraft of a foreign State may enter the air space over the territorial sea of the People’s Republic of China unless there is
a relevant protocol or agreement between the Government of that State and the Government of the People’s Republic of China, or approval
or acceptance by the Government of the People’s Republic of China or the competent authorities authorized by it.

Article 13 The People’s Republic of China has the right to exercise control in the contiguous zone to prevent and impose penalties for activities
infringing the laws or regulations concerning security, the customs, finance, sanitation or entry and exit control within its land
territory, internal waters or territorial sea.

Article 14 The competent authorities concerned of the People’s Republic of China may, when they have good reasons to believe that a foreign
ship has violated the laws or regulations of the People’s Republic of China, exercise the right of hot pursuit against the foreign
ship.

Such pursuit shall be commenced when the foreign ship or one of its boats or other craft engaged in activities by using the ship pursued
as a mother ship is within the internal waters, the territorial sea or the contiguous zone of the People’s Republic of China.

If the foreign ship is within the contiguous zone of the People’s Republic of China, the pursuit may be undertaken only when there
has been a violation of the rights as provided for in the relevant laws or regulations listed in Article 13 of this Law.

The pursuit, if not interrupted, may be continued outside the territorial sea or the contiguous zone until the ship pursued enters
the territorial sea of its own country or of a third State.

The right of hot pursuit provided for in this Article shall be exercised by ships or aircraft of the People’s Republic of China for
military purposes, or by ships or aircraft on government service authorized by the Government of the People’s Republic of China.

Article 15 The baselines of the territorial sea of the People’s Republic of China shall be promulgated by the Government of the People’s Republic
of China.

Article 16 The Government of the People’s Republic of China formulates the relevant regulations in accordance with this Law.

Article 17 This Law shall come into force on the date for promulgation.

CIRCULAR OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE (SAFE) ON REFORMING THE ADMINISTRATIVE MODE OF SALES OF FOREIGN EXCHANGE EQUITY CAPITAL BY ENTERPRISES WITH FOREIGN INVESTMENT

The State Administration of Foreign Exchange

Circular of the State Administration of Foreign Exchange (SAFE) on Reforming the Administrative Mode of Sales of Foreign Exchange
Equity Capital by Enterprises with Foreign Investment

HuiFa [2002] No.59

June 17, 2002

Branches and administration offices of the SAFE in all provinces, autonomous regions, and municipalities directly under the Central
Government, and branches of the SAFE in Shenzhen, Dalian, Qingdao, Xiamen and Ningbo:

In order to further improve the environment of foreign investment, enhance the supervisory efficiency of sales of foreign exchange
equity capital of enterprises with foreign investment, and facilitate the treasury management of enterprises with foreign investment,
the SAFE has decided to reform the administrative mode of sales of foreign exchange equity capital of enterprises with foreign investment
throughout the country on the basis of the experimental experience. To ensure the smooth implementation of this reform, a circular
on relevant issues is given hereunder:

The administrative reform of sales of foreign exchange equity capital of enterprises with foreign investment refers to replacing the
administrative mode of case-by-case approval by branches or administration offices of the SAFE (hereinafter referred to as SAFE offices)
and of banks going through relevant formalities upon the approval certificate of SAFE offices, with immediate verification and handling
by authorized banks. In other words, SAFE offices authorize qualified banks to approve the sales of foreign exchange equity capital
of enterprises with foreign investment. Authorized banks are responsible for verification, statistical monitor and reporting within
the limits of their authority. SAFE offices exercise indirect supervision through authorized banks on the sales of foreign exchange
equity capital of enterprises with foreign investment.

Foreign exchange equity capital of enterprises with foreign investment refers to foreign exchange deposits in enterprises with foreign
investment’ paid-in legal capital accounts whose balance ceiling have been set by SAFE offices. Sales of foreign exchange deposited
in other capital accounts shall still be verified and approved by SAFE offices concerned.

A bank satisfying the following requirements may apply for the authorization at the SAFE office in its locality:

(1)

Having the business license of foreign exchange sales and purchases, and having no significant illegal records in foreign exchange
sales and purchases for capital account transactions in the latest three years;

(2)

Having perfect controlling measures on the administration of balance ceiling of paid-in legal capital accounts of enterprises with
foreign investment;

(3)

Having perfect internal control system for the administration of sales of foreign exchange equity capital by enterprises with foreign
investment;

(4)

Having a sound system of statistical monitoring and early warning to ensure that the data of sales of foreign exchange equity capital
and abnormal cases can be timely reported to the SAFE office concerned.

When applying for the authorization, the bank shall submit the following documents to the SAFE office concerned:

(1)

A written application (including a statement on its foreign exchange business under capital account and compliance with legal provisions
in the latest three years);

(2)

License of Financial Business (photocopy);

(3)

Internal control system of crediting equity capital inflow into account and of purchase of foreign exchange. The internal control
system shall include the following contents:

Operational procedures for crediting equity capital inflow and purchase of foreign exchange;

Measures for controlling the balance ceiling of paid-in legal capital account;

System of cross-check and graded examination over crediting equity capital inflow and purchase of foreign exchange;

Statistical reporting system of crediting equity capital inflow and purchase of foreign exchange;

(4)

Curricula vitae of the persons to do that business;

(5)

Other documents required by the SAFE office.

SAFE offices are in charge of examining and approving banks’ application for authorization under their jurisdiction. They shall examine
such application item by item to see whether the applicant satisfies all the requirements, authorize qualified banks to examine and
approve sales of foreign exchange equity capital by enterprises with foreign investment, and publish a name list of authorized banks
periodically.

Authorized banks shall go through the formalities of crediting equity capital inflows and sales of foreign exchange equity capital
for normal expenditures of investment projects in strict accordance with relevant regulations of foreign exchange administration
and the Operational Procedures on Sales of Foreign Exchange Equity Capital (see Attachment 1). Credited foreign exchange inflows
shall be derived from the categories of income prescribed by the SAFE office. Accumulative credits cannot exceed the balance ceiling
of the paid-in legal capital account set by the SAFE office. Renminbi from the sales of foreign exchange equity capital can only
be used for normal productive and operational cost of investment projects.

Where the SAFE office has introduced the Management Information System of Foreign Exchange Accounts (the MIS), authorized banks shall
transmit the original data of credits and sales to the SAFE office on the next working day. Where the SAFE office has not introduced
the MIS, authorized banks shall submit to the SAFE office the Statistical Statement on Sales of Foreign Exchange Equity Capital by
Enterprises with Foreign Investment (see Attachment 2) within the first 5 working days of every month. Authorized banks shall fax
the Statement of Large-sum Sales of Foreign Exchange Equity Capital by Enterprises with Foreign Investment (see Attachment 3) to
the local SAFE office on the next working day for a single sale of more than US$1 million or accumulative sales of more than US$1
million by an enterprise in a single day. Any abnormal case related to the business in question shall be reported to the local SAFE
office in time.

SAFE offices shall strengthen the supervision over authorized banks, urge them to report data, statements and other materials on time,
analyze the statistical data carefully, make spot checks over authorized banks occasionally, investigate abnormal cases and report
them to the upper level without delay, and correct or deal with actions against rules in time. All SAFE offices shall make one or
two on-the-spot inspection biannually on authorized banks to have full knowledge of the sales of equity capital by enterprises with
foreign investment, and check the compliance with legal provisions and the execution of internal control system of authorized banks.
All SAFE branches and exchange administration offices shall submit to the SAFE a report on sales of foreign exchange equity capital
by enterprises with foreign investment and a Quarterly Statement of Sales of Foreign Exchange Equity Capital by Enterprises with
Foreign Investment (see Attachment 4) within the first 15 working days of each quarter.

If an authorized bank fails to fulfill its duties in the examination of sales of foreign exchange equity capital by enterprises with
foreign investment and related statistics and reporting as required, or has made serious mistakes in controlling the balance ceiling
of the paid-in legal capital account, the SAFE office may suspend its qualification for three months in addition to giving it penalty
in accordance with relevant foreign exchange regulations. If the bank has corrected the mistakes in these three months, the SAFE
office may resume its authorization. If the illegal practice is especially serious, or the bank fails to correct its mistakes in
these three months, the SAFE office may deprive the bank of its qualification.

10.

To ensure the smooth implementation of the reform, all SAFE offices shall make the following preparations:

(1)

Formulate a Detailed Rules on Examination by Authorized Banks over Sales of Foreign Exchange Equity Capital by enterprises with foreign
investment in the light of the local conditions, and organize their implementation after reporting to the SAFE for record.

(2)

Organize propaganda and training on the reform and policies on foreign exchange administration related to foreign investment.

(3)

Make a thorough check on the paid-in legal capital accounts of enterprises with foreign investment while authorizing the banks to
see whether the banks have opened paid-in legal capital accounts without authorization, credited more foreign exchange inflows beyond
the balance ceiling of the account prescribed by the SAFE office, or bought foreign exchange equity capital without authorization.
Problems found in the check shall be dealt with according to relevant laws and regulations.

(4)

Check and confirm the basic business data reported by the banks proposed to be authorized. Firstly, check the account numbers and
balance ceilings of the accounts by comparing one by one with the data in the approval certificates of the SAFE office and the information
system of foreign exchange administration for enterprises with foreign investment. Secondly, check the accumulative credits and debits
and breakdowns (i.e., accumulative credits: remittance from overseas, transfers from domestic accounts; accumulative debits: remittance
to overseas, transfers to domestic accounts, sales) of each account dating from the opening of the account to the proposed date of
authorization. These data are regarded as the initial data of the paid-in legal capital accounts. After the authorization, these
data will be the base for future changes in the paid-in legal capital accounts.

11.

This circular shall enter into force as of July 1, 2002. Any problems encountered during the implementation shall be reported to the
Capital Account Management Department of the SAFE.

Attachment:

1.Operational Procedures on Sales of Foreign Exchange Equity Capital by Enterprises with Foreign Investment

2.Statistical Statement on Sales of Foreign Exchange Equity Capital by Enterprises with Foreign Investment (omitted)

3.Statement of Large-sum Sales of Foreign Exchange Equity Capital by Enterprises with Foreign Investment (omitted)

4.Quarterly Statement of Sales of Foreign Exchange Equity Capital by Enterprises with Foreign Investment (omitted)

Attachment 1:Operational Procedures on Sales of Foreign Exchange Equity Capital by Enterprises with Foreign Investmenthtm/e01409.htmLegal basis

Legal basis	Documents to be examined	Elements to be examined	Principles of examination	Scope of authorization	Matters for attention
1. Rules on Foreign Exchange Sale, Purchase and Payment 2. Circular on Issues Related to Strengthening Foreign Exchange Administration of Capital Account 3. Provisional Rules on Sales of Foreign Exchange under Capital Account 4. Circular on Reforming the Administrative Mode of Sales of Foreign Exchange Equity Capital by FFEs	1. Written application (indicating the account number, capital inflows, currency and amount to be sold, and purposes) 2. Business License and Foreign Exchange Registration Certificate (Original copies returned after verification, photocopies kept for record ) 3. Proof for the use of the renminbi from the sale (such as payroll, purchase contracts, house leasing contract, agreement of land purchase, project contract, and etc; or valid certificates such as vouchers provided within a time limit) 4. Other documents as required	1. Accumulative credits and the balance ceiling of the account 2. Balance of the paid-in legal capital account 3. Annual inspection of the Foreign Exchange Registration Certificate 4. Business scope of the FFE	1 . Sale of foreign exchange is not permitted in case accumulative credits exceed the balance ceiling of the account. 2. Sale of foreign exchange is not permitted in case the balance of the account is exceeded. 3. Sale of foreign exchange is not permitted in case the FFE operates beyond its business scope.	Sales of foreign exchange equity capital deposited in the authorized banks are examined by the banks. For the FFEs who have not taken part inspection or have not passed the annual inspection, their sales of foreign exchange equity capital shall still be examined by SAFE offices.	1. A Statement of Bulky Sales of Equity Capital by FFEs should be faxed to the local SAFE office on the next working day for a single sale of more than US$1 million and accumulative sales of more than US$1 million by a enterprise in a single day. 2. A Statistical Statement on Sales of Foreign Exchange Equity Capital by FFEs should be submitted to the local SAFE office within the first 5 working days of every month. 3. Any abnormal case shall be reported to the local SAFE office in time. 4. Authorized banks whose networks have been connected to SAFE system shall transmit the original data of credits and sales to the local SAFE office on the next working day.

CIRCULAR ON TRANSMITTING THE CIRCULAR OF THE STATE DEVELOPMENT PLANNING COMMISSION AND THE MINISTRY OF FINANCE ON RE-VERIFICATION OF THE CHARGING CRITERIA OF REGULATORY FEES OF THE SECURITIES MARKET AND THE RELEVANT ISSUES

The China Securities Regulatory Commission Commission

Circular On Transmitting the Circular of the State Development Planning Commission and the Ministry of Finance on Re-Verification
of the Charging Criteria of Regulatory Fees of the Securities Market and the Relevant Issues

ZhengJianHuiJiZi [2003] No.2

February 9, 2003

Stock and futures exchanges, securities, fund and futures companies, and enterprises applying for public issuance of stocks, convertible
bonds and funds:

Here is to transmit the Circular of the State Development Planning Commission and the Ministry of Finance on Re-Verification of the
Charging Criteria of Regulatory Fees of the Securities Market and the Relevant Issues (JiJiaGe [2003] No. 60, see Attachment) and
notify you of the issues on payment of the fees as follows:

The adjustment of the charging criteria on the regulatory fees of securities transactions only involves the increase and decrease
of the charging criteria between the CSRC and the stock exchanges while the charging criteria with the securities institutions and
investors remains the same. Upon the adjustment of the charging criteria on the regulatory fees of securities transactions, the formalities
fees for stock transactions with Shanghai and Shenzhen Stock Exchanges are decreased by 0.005nd that for fund transactions increased
by 0.04nd that for bond (exclusive of repurchase of treasury bonds) transactions increased by 0.01The regulatory fees of
securities transactions should be paid monthly, and Shanghai and Shenzhen Stock Exchanges shall pay the regulatory fees of securities
transactions of the previous month to the special remittance account of the central treasury before the 20th day of the next month.

II.

The fees for review and verification of public issuance should be paid to the special remittance account of the central treasury by
the enterprise applying for public issuance of stocks (including initial public issuance, additional issuance and allocation), convertible
bonds and funds when the CSRC accepts and investigates on application materials.

III.

The regulatory fees of financial institutions should be based on the registered capital as of the end of the last year, which should
be paid to the special remittance account of the central treasury by the securities firms, fund companies, futures companies before
April each year.

IV.

The regulatory fees of the futures markets should be paid monthly, and Shanghai, Dalian and Zhengzhou Futures Exchanges shall pay
the corresponding regulatory fees of futures market of the previous month to the special remittance account of the central treasury
prior to the 20th day of the next month.

The special remittance account of the central treasury is as follows:

(I)

By T/T or M/T

Opening bank: CITIC Industrial Bank Head Office

Name of account: CSRC (special remittance account of the central treasury)

Bank account: 7111010189800000162

(II)

By transfer cheque or bank draft

Opening bank: CITIC Industrial Bank Head Office

Name of account: CSRC Accounting Department

Bank account 7111010189800000162

The above-mentioned paying units are required to pay the fees in a timely manner and upon payment timely notify our Accounting Department
of the communication addresses. In case of failure to pay the relevant fees, the CSRC may temporarily stop accepting the relevant
securities and futures businesses.

Contact: CSRC Accounting Department

Contact Tel: 01088061689 88061330

Contact with: Wang Meiling, Liu Yunfeng

Attachment: The Circular of the State Development Planning Commission and the Ministry of Finance on Re-Verification of the Charging
Criteria of Regulatory Fees of the Securities Market and the Relevant Issues Attachment:Circular of the State Development Planning Commission and the Ministry of Finance on Re-Verification of the Charging Criteria of Regulatory
Fees of the Securities Market and the Relevant Issues

JiJiaGe [2003] No. 60

January 8, 2003

China Securities Regulatory Commission Commission :

Your Letter Concerning Applying for the Adjustment of the Charging Criteria on Regulatory Fess of Securities and Futures Markets (ZhengJianHan
[2002] No. 268) has been acknowledged. And through study, the re-verified charging criteria of regulatory fees of the securities
market and the relevant issues are notified as follows in the principle of compensation of reasonable fees:

The regulatory fees of securities transactions. For stocks, the fees should be decreased from 0.045% as per annual transaction volume
to 0.04for securities investment fund, charged at 0.04for bonds (exclusive of repurchase of treasury bonds), at 0.01The
fees should be paid by Shanghai and Shenzhen Stock Exchanges.

II.

The fees for review and verification of public issuance. For the enterprises applying for public issuance of stocks (inclusive of
convertible bonds), the criteria on collection of the fees for examination and verification of public issuance is adjusted from RMB30,000
to RMB200,000 per enterprise, and considering the different issuance procedures between funds and stocks, the fees concerned for
fund issuance are slightly lower than those for the stock issuance, which is RMB160,000 per enterprise.

III.

The regulatory fees of financial institutions. The fees collected only from the securities firms are adjusted as being collected from
the securities firms, fund management companies and futures brokerage companies that are registered in the territory of the PRC.
The fees collected from the securities firms annually at 1f the registered capital but no less than RMB10,000 and no more than
RMB100,000 are adjusted as annually at 0.5f the registered capital but no more than RMB300,000. The fees collected from the fund
management companies are annually at 0.5f the registered capital but no more than RMB300,000, and those from futures brokerage
companies annually at 0.5f the registered capital but no more than RMB50,000.

IV.

The regulatory fees of the futures markets. The fees still remain at annual 0.002s per the annual transaction volume, to be collected
from Shanghai, Dalian and Zhengzhou Futures Exchanges.

The CSRC shall go through the formalities as specified with the State Development Planning Commission for alteration of the charging
licenses, and adopt the bills uniformly made and printed by the Ministry of Finance.

VI.

The CSRC shall execute the relevant charging of fees according to the charging items, charging scope and charging criteria as specified
and accept the regulatory supervisions by the state pricing and financial departments.

VII.

The Circular shall enter into force as of January 1, 2003 for a term of three years, upon expiration of which the CSRC shall submit
applications to the State Development Planning Commission and the Ministry of Finance. The fees to be charged of 2002 by the CSRC
should be executed in compliance with the Circular of the State Development Planning Commission and the Ministry of Finance on Adjustment
of the Charging Criteria of Regulatory Fees of the Securities Market (JiJiaGe [2000] No. 1059). As of the date of the execution of
this Circular, the provisions concerning the charging criteria on regulatory fees of the securities and futures markets of the State
Development Planning Commission and the Ministry of Finance shall be nullified simultaneously.

The China Securities Regulatory Commission Commission
2003-02-09

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

Interim Procedures of ShangHai Municipality on the Intake of Experts From Abroad

Beijing,November 5(chinacourt.org) Article 1 (Purpose and Basis)

For the purposes of carrying on effectively the intake of experts from abroad, of pushing forward the exchange of international talented
personnels and of promoting the economic construction and social development in Shanghai, the present Procedures are formulated in
accordance with the relevant provisions of the State and the actual situations of Shanghai.

Article 2 (Definition)

The term “experts from abroad” used in the present Procedures means the overseas professionals in various fields who hold (including
those who once held) senior posts or possess rich practical experience or special skills and who are engaged by the governmental
departments, universities and colleges, social organizations, enterprises and institutions, etc. in Shanghai in accordance with
the relevant project agreements or employment contracts.

Article 3 (Administrative Principle and Administrative department)

In Shanghai, the intake of experts from abroad shall practise the principle of centralized administration in combination with administration
at various levels and by various departments.

The Leading Group for the lntake of Intelligence from Abroad of Shanghai Municipality shall be responsible for the planning, coordination
and administration of the intake of experts from abroad in Shanghai.

The relevant business competent departments of Shanghai Municipality and the district/county people’s government shall be responsible
for the respective administration of the intake of experts from abroad.

Article 4 (Administration Office)

The Office of the Leading Group for the Intake of lntelligence from Abroad of Shanghai Municipality (hereinafter referred to as Municipal
Intake Office, and abbreviated to MIO) shall be responsible for the routine planning, coordination and administration.

The duty of MIO includes:

1. To be responsible for making the planning and programme of the intake of experts from abroad;

2. To study and formulate relevant policies and norms for the intake of experts from abroad;

3. To coordinate and guide the intake of experts from abroad;

4. To raise an exclusive fund for the intake of experts from abroad;

5. To be responsible for organizing and implementing the statistical work of the intake of experts from abroad.

Article 5 (Intake of Cultural and Educational Experts From Abroad)

A unit that needs to employ cultural and educational experts from abroad shall apply to the Shanghai Municipal Foreign Affairs Office
(hereinafter referred to as “Municipal Foreign Affairs Office”, and abbreviated to “MFAO”) for approval of qualification status.
The qualification status shall, after being verified by MFAO in consultation with relevant departments, be submitted to the State
Foreign Expert Bureau for examination and approval. A unit shall be able to employ cultural and educational experts from abroad only
after it has acquired the approval and the certificate of qualification status to employ cultural and educational experts from abroad.

A unit that employs cultural and educational experts from abroad shall report the case to MIO for record.

Article 6 (Intake of Economic, Technical and Managerial Experts From Abroad)

A unit in Shanghai needs to employ economic, technical and managerial experts from abroad shall apply to the municipal business competent
department or the district/county people’s government for examination and approval. Upon approval, the approving authority shall
report the case to MIO for record.

Article 7 (Application, Examination and Approval of Financial Aid)

If the employment of economic, technical and managerial experts from abroad needs financial aid from the Exclusive Intelligence Intake
Fund, the employer may submit an application, which shall be first confirmed by the municipal business competent department or the
district/county people’s government, to MIO for examination and approval.

Article 8 (Types of Financial Aid)

If a project that mainly aims at social benefit or derives no direct economic benefit employs economic, technical and managerial experts
from abroad, it may apply for appropriation gratis.

If a project that may achieve economic benefit within one year and its funding requirement shall not exceed RMB 400,000, it may apply
for onerous transmission.

If a project that may achieve notable economic benefit but in a long run and requires bigger amount of fund, it may apply for loans
of discount interest.

The specific measures for financial aid shall be separately formulated by MIO together with the relevant departments.

Article 9 (Channel of Employing Experts From Abroad)

The channel of employing experts from abroad shall be regulated in accordance with the relevant provisions of the State and of Shanghai
Municipality.

MIO shall, considering the need of the intake of experts from abroad, establish dossier data of overseas personnel and intelligence
resources to provide consultative service for the intake of experts from abroad in Shanghai.

Article 10 (Signing of Employment Contract)

Unless otherwise explicitly specified in the project agreement or contract relevant to the intake of experts from abroad, a unit that
employs experts from abroad shall, according to the law, sign an employment contract with the expert in person or with the institution
that sends the expert.

The making of the employment contract shall follow the principle of equality, mutual benefit and consensus through consultation.

Article 11 (Main Content of Employment Contract)

The employment contract shall include the following clauses:

1. The names and nationalities of the contract parties;

2. The date and place on which and where the contract is signed.

3. The time limit, location and manner of the contract performance;

4. The rights and obligations of the contract parties;

5. The expenditure and its payment;

6. The liability for the breach of the contract;

7. The conditions for the modification, annulment and termination of the contract;

8. The settlement of disputes arising in the performance of the contract;

9. The language/languages used in the contract and its/their effect;

10. Other clauses that the contract parties consider necessary to be stipulated in the contract.

The contract parties shall strictly perform the contractual clauses.

Article 12 (Payment and Other Treatment of Experts From Abroad)

If the employer shall pay the expert from abroad, the payment can not be lower than the minimum payment stipulated by the State Foreign
Expert Bureau. To the expert from abroad who offers help but gets no payment, the relevant unit shall provide him/her with necessary
allowance.

The exchange of foreign currencies for experts from abroad shall be handled in accordance with the Circular of the State Foreign Expert
Bureau, Ministry of Finance and the State Exchange Control Administration on the Permission for Working Personnel of Foreign Nationalities
to Exchange for Part of Foreign Currencies.

The paying of individual income tax for experts from abroad shall be handled in accordance with the Individual Income Tax Law of the
People’s Republic of China and the rules for its implementation; if there exists a tax agreement between the People’s Republic of
China and the country from which the expert comes, the relevant clauses of the agreement shall apply.

An expert from abroad shall, according to the relevant provisions, be able to enjoy preferential treatment in carrying self-use personal
articles into and out of the People’s Republic of China, buying goods, exchanging for foreign currencies and taking tourism, etc.
with his/her “Foreign Expert Certificate” or “Foreign Expert Card”.

Article 13 (Award to Experts From Abroad for Their Scientific Research Achievements)

An expert from abroad who has made great scientific achievement or great invention and creation during his/her working period in Shanghai
shall be awarded according to the Award Regulations of the People’s Republic of China and the Invention Award Regulations of the
People’s Republic of China.

An expert from abroad may apply for patent for his/her invention and creation achieved during his/her working period in Shanghai according
to the Patent Law of the People’s Republic of China.

Article 14 (Award to Experts From Abroad for Their Outstanding Contributions)

According to the relevant provisions of the State and Shanghai Municipality, an expert from abroad who has made an outstanding contribution
in his/her work shall be given the following awards:

1. post_title of honour, certificate of merit and pecuniary reward by the employing unit;

2. “Magnolia Commemorative Award” and “Magnolia Honourable Award” issued by Shanghai Municipal People’s Government;

3. “Friendship Award” issued by the State Foreign Expert Bureau after being applied for by the relevant department of Shanghai Municipality
and approved by the State Foreign Expert Bureau.

Article 15 (Media’s Coverage Concerning Experts From Abroad)

News and any other mass media’s coverage concerning an expert from abroad shall acquire the consent of the employing unit and the
expert from abroad concerned for the coverage; and before releasing, the manuscript shall be submitted to the municipal competent
department for examination and approval.

Article 16 (Settlement of Dispute)

Any dispute concerning the employment contract between an expert from abroad and the employing unit may be settled through consultation
or mediation of the relevant department. If the consultation or the mediation is unsuccessful, either party may apply for arbitration
or bring a suit in a people’s court.

Article 17 (Employment of Experts From Hong Kong, Macao and Taiwan Regions)

If the relevant department or unit in Shanghai needs to employ experts from Hong Kong, Macao and Taiwan regions, the present Procedures
shall apply.

Article 18 (Interpretative Department for Implementation of the Present Procedures)

The Leading Group for the Intake of Intelligence from Abroad of Shanghai Municipality shall be responsible for the interpretation
of the implementation of the present Procedures.

Article 19 (Effective Date)

These procedures shall become effective on the date of promulgation.

MOFTEC P.R.C.

EDITOR:Victor

TERRITORIAL SEA AND THE CONTIGUOUS ZONE

Law of the People’s Republic of China on the Territorial Sea and the Contiguous Zone

Article 1 This Law is enacted for the People’s Republic of China to exercise its sovereignty over its territorial sea and the control
over its contiguous zone, and to safeguard its national security and its maritime rights and interests.