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

ORGANIC LAW OF THE LOCAL PEOPLE’S CONGRESS AND LOCAL PEOPLE’S GOVERMENTS

Organic Law of the Local People’s Congress and Local People’s Goverments of the PRC

CHAPTER I GENERAL PROVISIONS

CHAPTER II LOCAL PEOPLE’S CONGRESSES AT VARIOUS LEVELS

CHAPTER III THE STANDING COMMITTEES OF LOCAL PEOPLE’S CONGRESSES AT AND ABOVE THE COUNTY LEVEL

CHAPTER IV LOCAL PEOPLE’S GOVERNMENTS AT VARIOUS LEVELS

CHAPTER V SUPPLEMENTARY PROVISIONS

Article 1 People’s congresses and people’s governments shall be established in provinces, autonomous regions, municipalities directly under
the Central Government, autonomous prefectures, counties, autonomous counties, cities, municipal districts, townships, nationality
townships, and towns.

Article 2 Standing committees shall be established by local people’s congresses at and above the county level.

Article 3 The organs of self-government of autonomous regions, autonomous prefectures and autonomous counties shall, in addition to exercising
the functions and powers specified in this Law, exercise the power of autonomy within the limits of their authority as prescribed
by the Constitution, the Law on Regional National Autonomy and other laws.

CHAPTER II LOCAL PEOPLE’S CONGRESSES AT VARIOUS LEVELS

Article 4 Local people’s congresses at various levels shall be local organs of state power.

autonomous regions, municipalities directly under the Central Government, autonomous prefectures and cities divided into districts
shall be elected by the people’s congresses at the next lower level; deputies to the people’s congresses of counties, autonomous
counties, cities not divided into districts, municipal districts, townships, nationality townships, and towns shall be elected directly
by their constituencies.

The number of deputies to the local people’s congresses at various levels and the manner of their election shall be prescribed by
the electoral law. There shall be an appropriate number of deputies elected from the minority nationalities in each administrative
area.

Article 6 The term of office of the people’s congresses of provinces, autonomous regions, municipalities directly under the Central Government,
autonomous prefectures, counties, autonomous counties, cities and municipal districts shall be five years. The term of office of
the people’s congresses of townships, nationality townships and towns shall be three years; The term of office of the people’s congresses
of provinces, autonomous regions, municipalities directly under the Central Government, autonomous prefectures, counties, autonomous
counties, cities and municipal districts shall be five years. The term of office of the people’s congresses of townships, nationality
townships and towns shall be three years.

Article 7 The people’s congresses of provinces, autonomous regions, and municipalities directly under the Central Government may, in the light
of the specific conditions and actual needs of their respective administrative areas, formulate and promulgate local regulations,
which must not contravene the Constitution, the law and administrative rules and regulations; they shall report such local regulations
to the Standing Committee of the National People’s Congress and the State Council for the record.

The people’s congresses of cities where provincial and autonomous regional people’s governments are located and the people’s congresses
of relatively large cities with the approval of the State Council may, in the light of the specific conditions and actual needs of
their respective cities, formulate local regulations, which must not contravene the Constitution, the law, administrative rules and
regulations, and the local regulations of their respective provinces and autonomous regions; they shall report such local regulations
to the standing committees of the people’s congresses of the respective provinces and autonomous regions for approval before implementation
and for submission to the Standing Committee of the National People’s Congress and the State Council for the record.

Article 8 Local people’s congresses at and above the county level shall exercise the following functions and powers:

(1) to ensure the observance and execution, in their respective administrative areas, of the Constitution, the law, administrative
rules and regulations and the resolutions of the people’s congresses and their standing committees at higher levels, and to ensure
the implementation of the state plan and the state budget;

(2) to examine and approve the plans for national economic and social development and budgets of their respective administrative areas
and the reports on the implementation of such plans and budgets;

(3) to discuss and decide on major issues in political, economic, educational, scientific, cultural, public health, protection of
the environment and natural resources and civil and nationality affairs in their respective administrative areas;

(4) to elect the members of their respective standing committees;

(5) to elect governors and deputy governors, chairmen and vice-chairmen of autonomous regions, mayors and deputy mayors, prefects
and deputy prefects, and heads and deputy heads of counties and districts;

(6) to elect the presidents of the people’s courts and the chief procurators of the people’s procuratorates at the corresponding levels;
the election of the chief procurator of a people’s procuratorate shall be reported to the chief procurator of the people’s procuratorate
at the next higher level, who shall submit it to the standing committee of the people’s congress at that same level for approval;

(7) to elect deputies to the people’s congresses at the next higher level;

(8) to hear and examine reports on the work of the standing committees of the people’s congresses at the corresponding levels;

(9) to hear and examine reports on the work of the people’s governments, the people’s courts and the people’s procuratorates at the
corresponding levels;

(10) to alter or annul inappropriate resolutions of the standing committees of the people’s congresses at the corresponding levels;

(11) to annul inappropriate decisions and orders of the people’s governments at the corresponding levels;

(12) to protect the socialist property owned by the whole people, property owned collectively by working people and citizens’ legitimate
private property, maintain public order and safeguard citizens rights of the person and their democratic and other rights;

(13) to protect the legitimate rights and interests of various economic organizations;

(14) to safeguard the rights of minority nationalities; and

(15) to safeguard women’s rights as endowed by the Constitution and the law, such as equality with men, equal pay for equal work and
freedom of marriage.

Article 9 The people’s congresses of townships, nationality townships, and towns shall exercise the following functions and powers:

(1) to ensure the observance and execution, in their respective administrative areas, of the Constitution, the law, administrative
rules and regulations, and the resolutions of the people’s congresses and their standing committees at higher levels;

(2) to adopt and promulgate resolutions within the scope of their functions and powers;

(3) to decide, in accordance with state plans, on plans for the development of the economy, cultural affairs and public services in
their respective administrative areas;

(4) to examine and approve the budgets of their respective administrative areas as well as the reports on the implementation of the
budgets;

(5) to decide on plans for civil affairs in their respective administrative areas;

(6) to elect the chairman and vice-chairmen of the people’s congress at the corresponding level;

(7) to elect heads and deputy heads of townships and towns;

(8) to hear and examine reports on the work of the people’s governments of townships, nationality townships, and towns;

(9) to annul inappropriate decisions and orders of the people’s governments of townships, nationality townships, and towns;

(10) to protect the socialist property owned by the whole people, property owned collectively by working people and citizens’ legitimate
private property, to maintain public order and safeguard citizens’ rights of the person and their democratic and other rights;

(11) to protect the legitimate rights and interests of various economic organizations;

(12) to safeguard the rights of minority nationalities; and

(13) to safeguard women’s rights as endowed by the Constitution and the law, such as equality with men, equal pay for equal work and
freedom of marriage.

In exercising their functions and powers, the people’s congresses of townships, nationality townships, and towns in which minority
nationalities live in concentrated communities shall adopt specific measures appropriate to the characteristics of the nationalities
concerned.

Article 10 Local people’s congresses at various levels shall have the power to remove from office members of the people’s governments at the
corresponding levels. Local people’s congresses at or above the county level shall have the power to remove from office members of
their standing committees and the presidents of the people’s courts and the chief procurators of the people’s procuratorates elected
by those standing committees. The removal of the chief procurator of a people’s procuratorate shall be reported to the chief procurator
of the people’s procuratorate at the next higher level, who shall submit the matter to the standing committee of the people’s congress
at that same level for approval.

Article 11 Local people’s congresses at various levels shall meet in session at least once a year.

A session of a local people’s congress may be convened at any time upon the proposal of one-fifth of its deputies.

Article 12 Sessions of local people’s congresses at or above the county level shall be convened by their standing committees.

Article 13 A preliminary meeting shall be held for each session of a local people’s congress at or above the county level to elect the presidium
and secretary-general of that session, adopt the agenda for the session and decide on other preparations.

The preliminary meeting shall be presided over by the standing committee of the people’s congress. The preliminary meeting for the
first session of a people’s congress shall be presided over by the standing committee of the preceding people’s congress at the corresponding
level.

When a local people’s congress at or above the county level meets, its session shall be conducted by the presidium.

When a local people’s congress at or above the county level meets, it shall propose a number of deputy secretaries-general; the choice
of deputy secretaries-general shall be decided by the presidium.

Article 14 The people’s congress of a township, nationality township or town shall have a chairman, and may have one or two vice-chairmen.
The chairman and vice-chairmen shall be elected from among the deputies to the people’s congress at the corresponding level, and
their term of office shall be the same as that of each people’s congress at that level.

The chairman or vice-chairmen of the people’s congress of a township, nationality township or town shall not concurrently hold office
in an administrative organ of the State; if they hold office in an administrative organ of the State, they must resign from the post
of the chairman or vice-chairmen of the people’s congress at that level.

The chairman or vice-chairmen of the people’s congress of a township, nationality township or town shall, during the period when the
people’s congress at the corresponding level is not in session, be responsible for keeping in touch with the deputies to the people’s
congress at that level, organizing the deputies to conduct activities, and conveying the suggestions, criticisms and opinions of
the deputies and the masses regarding the work of the people’s government at the same level.

Article 15 When the people’s congress of a township, nationality township, or town holds a session, it shall elect a presidium, which shall
preside over the session and be responsible for convening the next session of that people’s congress. The chairman and vice-chairmen
of the people’s congress of a township, nationality township or town shall be the members of the presidium. The chairman and vice-chairmen
of the people’s congress of a township, nationality township or town shall be the members of the presidium.

Article 16 The first session of each local people’s congress at any level shall be convened, within two months after the election of its deputies,
by the standing committee of the preceding people’s congress at the corresponding level or by the presidium of the preceding session
of the people’s congress of the township, nationality township, or town.

Article 17 Members of the local people’s governments at or above the county level, the presidents of the People’s Courts, the chief procurators
of the People’s Procuratorates, and the leading persons of the people’s governments at the township level shall attend sessions of
the people’s congresses at the corresponding levels as nonvoting delegates; leading members of the other relevant government departments
and public organizations at or above the county level may, by decision of the standing committees of the people’s congresses at the
corresponding levels, attend sessions of the people’s congresses at the corresponding levels as nonvoting delegates.

Article 18 When a local people’s congress holds its sessions, its presidium, standing committee and special committees and the people’s government
at the corresponding level may submit bills and proposals to that people’s congress within the scope of its functions and powers.
The presidium shall decide to refer such bills and proposals to a session of the people’s congress for deliberation, or to simultaneously
refer them to relevant special committees for deliberation and reports before the presidium decides, upon examination of such reports,
to submit them to the people’s congress for a vote.

Ten or more deputies to a local people’s congress at or above the county level, or five or more deputies to the people’s congress
of a township, nationality township, or town may jointly submit a bill or proposal to the people’s congress at the corresponding
level within the scope of its functions and powers. The presidium shall decide whether to place the bill or proposal on the agenda
of the people’s congress or to first refer it to a relevant special committee for deliberation and a recommendation on whether to
place it on the agenda before the presidium makes such a decision.

With agreement of the presidium, deliberation shall be terminated on a bill or proposal placed on the agenda of a session, if the
party that submitted the bill or proposal requests its withdrawal before it is referred to the congress for a vote.

Article 19 Suggestions, criticisms and complaints on any aspect of work put forward by deputies to a local people’s congress at or above the
county level to that people’s congress and its standing committee shall be referred by the administrative office of the standing
committee to the departments and organizations concerned for consideration, disposition and reply.

Suggestions, criticisms and complaints on any aspect of work put forward by deputies to the people’s congress of a township, nationality
township, or town to that people’s congress shall be referred by its presidium to the departments and organizations concerned for
consideration, disposition and reply.

Article 20 When a local people’s congress conducts an election or adopts a resolution, a majority vote of all the deputies shall be required.

Article 21 Members of the standing committee of local people’s congresses at or above the county level, choices for chairmen and vice- chairmen
of the people’s congresses of townships, nationality townships or towns, governors and deputy governors, chairmen and vice-chairmen
of autonomous regions, mayors and deputy mayors, heads and deputy heads of prefectures, heads and deputy heads of counties, districts,
townships and towns, presidents of the People’s Courts and chief procurators of the People’s Procuratorates shall be nominated by
the presidiums of the people’s congresses at the corresponding levels or jointly nominated by deputies in accordance with the provisions
of this Law.

Thirty or more deputies to the people’s congress of a province, autonomous regions or municipality directly under the Central Government,
or twenty or more deputies to the people’s congress of a city divided into districts or of an autonomous prefecture, or ten or more
deputies to the people’s congress at the county level may nominate, with joint signatures, the candidates for members of the standing
committee of the people’s congress at the corresponding level, leading persons of the people’s government, the president of the People’s
Court and the chief procurator of the People’s Procuratorate at the same level. Ten or more deputies to the people’s congress of
a township, nationality township or town may nominate, with joint signatures, candidates for the chairman and vice-chairmen of the
people’s congress at the corresponding level and leading persons of the people’s government at the same level. Deputies elected from
different electoral districts or electoral units may deliberate on and jointly nominate candidates.

The number of candidates nominated by a presidium or jointly nominated by each deputy together with other deputies shall not exceed
the number of persons to be elected.

Nominators shall make a trustful introduction of their nominees.

Article 22 In elections for chairmen and secretaries-general of the standing committees of the people’s congresses, chairmen of the people’s
congresses of townships, nationality townships or towns, heads of people’s governments, presidents of the People’s Courts and chief
procurators of the People’s Procuratorates, there shall generally be one more candidate than the number of persons to be elected,
and a competitive election shall be conducted. If only one candidate is nominated, a non-competitive election may be conducted. In
elections for vice-chairmen of the standing committees of the people’s congresses, deputy chairmen of the people’s congresses of
townships, nationality townships or towns, and deputy heads of the people’s governments, there shall be one to three more candidates
than the number of persons to be elected; in elections for members of the standing committees of the people’s congresses, there shall
be one-tenth to one-fifth more candidates than the number of persons to be elected. The specific differential number shall be prescribed
by the people’s congresses at the corresponding levels in the electoral measures on the basis of the number of persons to be elected.
And the competitive election shall be conducted. If the number of candidates nominated is the same as the differential number prescribed
in the electoral measures, the presidium of a people’s congress shall submit the list of candidates to the deputies for deliberation
and discussion, before election is conducted. If the number of candidates nominated exceeds the differential number prescribed in
the electoral measures, a preliminary election shall be conducted after the deputies deliberate and discuss the list of candidates
submitted by the presidium, and an official list of candidates shall, in accordance with the differential number prescribed in the
electoral measures, be determined by order of the votes that the candidates obtain in the preliminary election, and then election
shall be conducted.

When leading persons of State organs at the corresponding levels are to be elected by local people’s congresses at or above the county
level, the time for nomination and consideration of candidates shall be not less than two days.

Article 23 Elections shall be conducted by secret ballot. The deputies may vote for or against any of the candidates that have been determined,
or may instead elect any other deputies or voters or abstain from voting.

Article 24 In elections for leading persons of State organs conducted by local people’s congresses at the corresponding levels, when the number
of candidates who obtain more than half of the votes exceeds the number of leading persons to be elected, those who obtain more votes
shall be elected. If the number of votes for some candidates is tied, thus making it impossible to determine the elected, another
balloting shall be conducted for those candidates to resolve the tie, and those who obtain more votes shall be elected.

If the number of the elected persons who obtain more than half of the votes is less than the number of persons needed to be elected,
another election shall be held to make up the difference, the candidates for another election may be determined by order of the votes
they obtain in the first balloting, or may be nominated and determined in accordance with the procedures provided by this Law. Another
election for making up the difference may be held at the current session or the next session of the people’s congress upon decision
by the people’s congress at the corresponding level.

When another election is held to elect the vice-chairmen and members of the standing committee of a people’s congress, the vice-chairmen
of the people’s congress of a township, nationality township or town, and the deputy heads of a people’s government, competitive
election shall be conducted after the differential number is determined in accordance with the provisions in the first paragraph
of Article 22 of this Law.

Article 25 When by-elections are held by the local people’s congresses at various levels for chairmen, vice-chairmen, secretaries-general and
members of their standing committees, chairmen, and vice-chairmen of the people’s congresses of townships, nationality townships
or towns, governors, deputy governors, chairmen and vice-chairmen of autonomous regions, mayors, deputy mayors, prefects, deputy
prefects, heads and deputy heads of counties, districts, townships and towns, presidents of people’s courts, and chief procurators
of people’s procuratorates, the number of candidates may exceed or equal the number of vacancies, and the election procedures and
methods shall be decided by the people’s congresses at the corresponding levels.

Article 26 When a local people’s congress at or above the county level is in session, its presidium, its standing committee, or a joint group
of at least one tenth of its deputies may submit a proposal to remove from office members of its standing committee or members of
the people’s government, the president of the people’s court or the chief procurator of the people’s procuratorate at the corresponding
level; the presidium shall refer such proposals to the congress for deliberation.

When the people’s congress of a township, nationality township or town is in session, the presidium or a group of at least one-fifth
of the deputies may submit a proposal to remove from office the chairman or vice-chairmen of the people’s congress, the head or deputy
heads of the township or town; the presidium shall refer the proposal to the congress for deliberation.

In a proposal for removal from office, reasons for the removal shall clearly be stated.

Persons proposed to be removed from office shall have the right to defend themselves at a meeting of the presidium or at the plenary
meeting of a session, or to submit their written defence. The defence made at the meeting of the presidium or the written defence
shall be printed and distributed to participants of the session by the presidium.

The proposal for removal from office submitted to a local people’s congress at or above the county level shall, after being distributed
by the presidium to the participants for deliberation, be submitted to the plenary meeting of the session for voting; or the presidium
shall, subject to decision of the plenary meeting of the session, propose to organize an investigation committee, and the proposal
for removal from office shall be deliberated and decided at the next session of the people’s congress at the corresponding level
on the basis of the report prepared by the investigation committee.

Article 27 A component member of the standing committee of a local people’s congress at or above the county level, a leading person of a local
people’s government, the president of a People’s Court or the chief procurator of a People’s Procuratorate at or above the county
level may submit the resignation to the people’s congress at the corresponding level, which shall decide whether or not to accept
the resignation; if the people’s congress is not in session, such resignations may be submitted to its standing committee, which
shall decide whether or not to accept the resignations. If the standing committee decides to accept a resignation, it shall report
it to its people’s congress for the record. A resignation of the chief procurator of a people’s procuratorate must be reported to
the chief procurator of the people’s procuratorate at the next higher level, who shall refer it to the standing committee of the
people’s congress at the corresponding level for approval.

The chairman or vice-chairman of the people’s congress of a township, nationality township or town, the head or deputy head of a township
or town may submit his resignation to the people’s congress at the corresponding level, which shall decide whether or not to accept
the resignation.”

Article 28 When a local people’s congress at any level is in session, a group of at least ten of the deputies may submit a written proposal
for addressing questions to the people’s government or any of its departments, the People’s Court or the People’s Procuratorate at
the corresponding level. In the proposal shall clearly be stated to whom the questions are addressed and the specific questions themselves.

The presidium shall decide whether to refer the proposal to the organ addressed for an oral reply at the meeting of the presidium,
or at the plenary meeting of a session, or at the meeting of a relevant special committee, or for a written reply. Where a reply
is made at a meeting of the presidium or of the special committee, the deputies who submit the proposal shall have the right to attend
the meeting as nonvoting delegates and express their opinions; when the presidium considers it necessary, it may have the report
on the reply printed and distributed to the session.

If the reply is to be made orally, the leading person of the organ addressed shall be present at the meeting to give the reply; if
the reply is to be made in writing, it shall be signed by the leading person of the organ addressed, and the presidium shall have
it printed and distributed to the session or to the deputies who address the questions.

Article 29 When a local people’s congress at any level examines a bill or proposal, its deputies may address questions to the local state organs
concerned, which shall send their personnel to the congress to give explanations.

Article 30 The people’s congresses of provinces, autonomous regions, municipalities directly under the Central Government, autonomous prefectures
and cities divided into districts may, where necessary, establish special committees such as legislative (political and law) committees,
finance and economic committees, and education, science, culture and public health committees. The special committees shall work
under the direction of the respective people’s congresses; when the people’s congresses are not in session, they shall work under
the direction of the standing committees of the people’s congresses.

Nominations for the chairman, vice-chairmen and members of a special committee shall be made by the presidium from among the deputies
and approved by the people’s congress. When the people’s congress is not in session, its standing committee may appoint additional
individual vice- chairmen and some members of the special committees through nomination by its council of chairmen and approval by
a meeting of the standing committee.

The special committees shall discuss, examine and draw up relevant bills and draft resolutions under the direction of the people’s
congresses and their standing committees at the corresponding levels; they shall make investigations and studies of, and put forward
proposals on matters related to those committees and within the scope of functions and powers of the respective people’s congresses
and their standing committees.

Article 31 A local people’s congress at or above the county level may appoint an investigation committee on specific questions.

The presidium or a group of at least one-tenth of the deputies may submit to the session of the people’s congress a proposal for organizing
an investigation committee on specific questions, which shall be submitted by the presidium to the plenary meeting for decision.

An investigation committee shall be composed of a chairman, vice- chairmen and members, who shall be nominated by the presidium from
among the deputies and be submitted to the plenary meeting for approval.

An investigation committee shall present an investigation report to the people’s congress at the corresponding level. And the people’s
congress may make an appropriate resolution on the basis of the report presented by the investigation committee. The people’s congress
may authorize its standing committee to listen to the investigation report of the investigation committee, and the standing committee
may make an appropriate resolution and report to the next session of the people’s congress for the record.

Article 32 The credentials committee established at the first session of each people’s congress of a township, nationality township, and town
shall exercise its functions and powers until the term of office of that people’s congress expires.

Article 33 The term of office of the deputies to a local people’s congress at any level shall begin with the first session of that people’s
congress and shall expire at the first session of the succeeding people’s congress at the same level.

Article 34 Deputies to local people’s congresses at various levels and members of their standing committees may not be legally liable for their
speeches and voting at sessions of the people’s congresses or meetings of their standing committees.

Article 35 No deputy to a local people’s congress at or above the county level may be arrested or placed on criminal trial without the consent
of the presidium of that people’s congress or, when the people’s congress is not in session, without the consent of its standing
committee. If a deputy is caught in the act of crime and detained, the public security organ executing the detention shall immediately
report the matter to the presidium or the standing committee of that people’s congress.

Article 36 When deputies to local people’s congresses at various levels attend people’s congress sessions or perform their duties as deputies,
the state shall, as

INTERPRETATION BY THE STANDING COMMITTEE OF THE NATIONAL PEOPLE’S CONGRESS REGARDING THE FIRST PARAGRAPH OF ARTICLE 384 OF THE CRIMINAL LAW

Interpretation by the Standing Committee of the National People’s Congress Regarding the First Paragraph of Article 384 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 a State functionary who, taking advantage of his position, misappropriates public funds “for his own use” as prescribed in the first paragraph of Article 384 of the Criminal Law, the Standing Committee of National People’s Congress gives the interpretation as follows: Whoever is found to be in any of the following circumstances shall be deemed to be misappropriating public funds “for his own use”: (1) providing public funds to himself, his relatives or friends or to other natural persons for use; (2) providing public funds in his own name to other units for use; or (3) deciding himself in the name of his unit to provide public funds to other units for use, in order to obtain personal benefits in return. This Interpretation is hereby announced.

AGREEMENT BETWEEN THE PEOPLE’S REPUBLIC OF CHINA AND BOSNIA AND HERZEGOVINA ON THE PROMOTION AND PROTECTION OF INVESTMENTS

The People’s Republic of China and Bosnia and Herzegovina, (hereinafter referred to as “the Contracting Parties”),

Desiring to extend and intensify the economic co-operation between the Contracting Parties on the basis of equality and mutual benefit;

Intending to create and maintain favourable conditions for greater investment by investors of one Contracting Party in the territory
of the other Contracting Party;

Recognising that the promotion and reciprocal protection of such investments under this Agreement will be conducive to the stimulation
of business initiative and will increase economic prosperity of the Contracting Parties;

Have agreed as follows:

Article 1

Definitions

For the purposes of this Agreement:

The term “investment” means every kind of asset invested by an investor of one Contracting Party in the territory of the other Contracting
Party in accordance with the laws and regulations of the latter and in particular, though not exclusively, shall include:

Movable and immovable property as well as any other property rights such as mortgages, liens, pledges and similar rights;

Shares in, debentures, stocks and any other form of participation in companies;

Claims to money or to any performance having an economic value related to an investment;

Intellectual property rights such as copyrights and neighbouring rights, patents, industrial designs, technological process, trademarks,
trade names, good-will and know-how;

Business concessions conferred by law or under contract permitted by law, including concessions to search for, cultivate, extract
and exploit natural resources.

Any subsequent change in the form in which assets are invested or reinvested shall not affect their character as investments provided
that such change is in accordance with the laws and regulations of the Contracting Party in whose territory the investment has been
made.

The term “investor” means:

In respect of Bosnia and Herzegovina:

(i)Natural persons deriving their status as Bosnia and Herzegovina citizens from the law in force in Bosnia and Herzegovina if they
have permanent residence or main place of business in Bosnia and Herzegovina;

(ii)Legal persons established in accordance with the laws in force in Bosnia and Herzegovina, which have their registered seat, central
management or main place of business in the territory of Bosnia and Herzegovina.

(b) In respect of the People’s Republic of China:

(i)Natural persons who have nationality of the People’s Republic of China in accordance with the law of the People’s Republic of China;

(ii)Economic entities, including companies, corporations, associations, partnerships and other organizations, incorporated and constituted
under the laws and regulations of the People’s Republic of China and have their seats in the People’s Republic of China, irrespective
of whether or not for profit and whether their liabilities are limited or not.

The term “return” means an amount yielded by an investment in particular, though not exclusively, including royalties or licence fees,
profits, interest, dividends, capital gains, fees and other legitimate income.

The term “territory” means:

With respect to Bosnia and Herzegovina: all land territory of Bosnia and Herzegovina, its territorial sea, whole bed and subsoil and
air space above, including any maritime area situated beyond the territorial sea of Bosnia and Herzegovina which has been or might
in the future be designated under the law of Bosnia and Herzegovina in accordance with international law as an area within which
Bosnia and Herzegovina may exercise rights with regard to the seabed and subsoil and the natural resources.

With respect to the People’s Republic of China: the territory of the People’s Republic of China, including the territorial sea and
air space above it, as well as any area beyond its territorial sea within which China has sovereign rights of the exploration for
and exploitation of resources of the seabed and its sub-soil and superjacent water resources in accordance with Chinese law and international
law.

Article 2

Promotion and Protection of Investments

Either Contracting Party shall encourage and create favourable, stable and transparent conditions for investors of the other Contracting
Party to make investment in its territory and shall admit such investments, within the framework of its laws and regulations.

Investments of investors of each Contracting Party shall at all times be accorded fair and equitable treatment and shall enjoy full
protection and security in the territory of the other Contracting Party. Neither Contracting Party shall in any way impair by unreasonable
or discriminatory measures the expansion, management, maintenance, use, enjoyment or disposal of investments in its territory of
investors of the other Contracting Party.

Subject to its laws and regulations, one Contracting Party shall provide assistance in and facilities for obtaining visas and working
permit to nationals of the other Contracting Party engaging activities associated with investments made in the territory of that
Contracting Party.

Article 3

Treatment of Investment

Each Contracting Party shall accord to investments and activities associated with such investments by the investors of the other Contracting
Party treatment no less favourable than that accorded to investments and activities by its own investors or investors of any third
State.

Each Contracting Party shall observe any commitments it may have entered into with the investors of the other Contracting Party with
regard to their investments.

If the provisions of law of either Contracting Party or obligations under international law existing at present or established hereafter
between the Contracting Parties in addition to the present Agreement contain a regulations, whether general or specific, entitling
investments by investors of the other Contracting Party to a treatment more favourable than is provided for by the present Agreement,
such regulations shall, to the extent that they are more favourable, prevail over the present Agreement, as long as they last.

The provisions of paragraphs 1 to 3 of this Article shall not be construed so as to oblige one Contracting Party to extend to the
investors of the other Contracting Party the benefit of any treatment, preference or privilege by virtue of:

agreements establishing customs unions, economic unions, monetary unions or similar institutions, or on the basis of interim agreements
leading to such unions or institutions;

any international agreements or international arrangements relating wholly or mainly to taxation;

any international agreement or arrangement for facilitating frontier trade and small scale investments in border areas.

Article 4

Expropriation

Neither Contracting Party shall expropriate, nationalize or take other similar measures (hereinafter referred to as “expropriation”)
against the investments of the investors of the other Contracting Party in its territory, unless the following conditions are met:

for the public interests;

under domestic legal procedure;

without discrimination:

against compensation.

The compensation mentioned in paragraph 1 of this Article shall be equivalent to the value of the expropriated investments immediately
before the expropriation is taken or before the impending expropriation becomes public knowledge, which is earlier. The value shall
be determined in accordance with generally recognized principles of valuation. The compensation shall include interest at a current
commercial rate applicable to the currency in which the investment was originally made from the date of expropriation until the date
of payment. The compensation shall also be made without delay, be effectively realizable and freely transferable.

The affected investors of either Contracting Party shall have a right, under the law of the Contracting Party making the expropriation,
to prompt review, by an appropriate judicial or administrative authority of that Party, concerning the legality of the expropriation,
its process and the valuation of the investment in accordance with the principles set out in paragraph 1 of this Article.

Article 5

Compensation for Losses

Investors of either Contracting Party who suffer losses including damages in respect of their investments in the territory of the
other Contracting Party owing to war or other armed conflict, revolution, a state of national emergency, revolt, insurrection or
riot shall be accorded by the latter Contracting Party treatment, as regards restitution, indemnification, compensation or other
settlement, no less favourable than that which the latter Contracting Party accords to its own investors or to investors of any third
State, whichever is more favourable to the investors of the other Contracting Party.

Article 6

Transfers

Each Contracting Party shall guarantee to investors of the other Contracting Party the free transfer of payments relating to their
investments in and out of its territory. Such transfers shall include in particular, though not exclusively:

Initial capital and additional amounts necessary for the maintenance and development of the investment;

Returns from the investment;

Funds in repayment of loans related to an investment;

Proceeds from the total or partial sale or liquidation of an investment:

Any compensation or other payment referred to in Articles 4 and 5 of this Agreement;

Payments arising out of the settlement of the disputes;

Earnings and other remuneration of foreign nationals who work in connection with the investment in the territory of one Contracting
Party.

Transfers shall be effected without delay in a convertible currency at the market rate of exchange applicable on the date of transfer.

Transfers shall be done in accordance with the procedures established by the exchange regulations of the Contracting Party in whose
territory the investment was made.

The Contracting Parties undertake to accord to such transfers a treatment no less favourable than that accorded to transfers originating
from investments made by investors of any third State.

Article 7

Subrogation

If either Contracting Party or its designated agency makes payment to the investors of its own State under a guarantee or a contract
of insurance against non-commercial risks it has accorded in respect of an investment in the territory of the other State, the other
Contracting Party shall recognize:

the assignment, whether under the law or pursuant to a legal transaction in that State, of any rights or claim by the investors to
the former Contracting Party or to its designated agency, as well as,

that the former Contracting Party or its designated agency is enpost_titled by virtue of subrogation to exercise the rights and enforce
the claims of that investor and shall assume the obligations related to the investment.

In the case of subrogation as defined in paragraph 1 of this Article, the investor shall not sue or pursue a claim unless authorised
to do so by the Contracting Party or its agency.

Article 8

Settlement of Disputes between an Investor and a Contracting Party

Any dispute between a Contracting Party and an investor of the other Contracting Party, related to an investment, shall be as far
as possible settled amicably through negotiations.

If the dispute cannot be settled amicably through negotiations within six months from the date it has been raised by either party
to the dispute, it shall be submitted:

-to the competent court of the Contracting Party that is a party to the dispute; or

-to the International Center for Settlement of Investment Disputes (the Centre) under the Convention on the Settlement of Disputes
between States and Nationals of Other States, done at Washington on March 18,1965 provided that the Contracting Party involved in
the disputes may require the investor concerned to go through the domestic administrative review procedures specified by the laws
and regulations of that Contracting Party before the submission to the Centre.

Once the investor has submitted the dispute to the jurisdiction of the concerned Contracting Party or to the Centre, the choice of
one of the two procedures shall be final.

The arbitration award shall be based on:

-the provisions of this Agreement;

-the laws of the Contracting Party in whose territory the investment has been made including the rules relative to conflict of laws;
and

-the rules and universally accepted principles of international law.

The arbitration award shall be final and binding on both parties to the dispute and shall be executed by the Contracting Party concerned.

Article 9

Settlement of Disputes between Contracting Parties

Disputes between the Contracting Parties concerning the interpretation or application of this Agreement should, if possible, be settled
by consultations and negotiations through diplomatic channels.

If a dispute between the Contracting Parties cannot be settled in accordance with paragraph 1 of this Article within six months from
the date of request for settlement, the dispute shall upon the request of either Contracting Party be submitted to an ad hoc arbitral
tribunal of three members.

Such arbitral tribunal shall be constituted for each individual case in the following way. Within two months from the date of receipt
of the request for arbitration, each Contracting Party shall appoint one member of the tribunal. Those two members shall then select
a national of a third State who on approval by the two Contracting Parties shall be appointed Chairman of the tribunal. The Chairman
shall be appointed within two months from the date of appointment of the other two members.

If within the periods specified in paragraph 3 of this Article the necessary appointments have not been made, either Contracting Party
may invite the President of the International Court of Justice to make any necessary appointments. If the President is a national
of either Contracting Party or if he is otherwise prevented from discharging the said function, the Vice-President shall be invited
to make the necessary appointments. If the Vice-President is a national of either Contracting Party or if he too is prevented from
discharging the said function, the Member of the International Court of Justice next in Seniority who is not a national of either
Contracting Party shall be invited to make the necessary appointments.

The tribunal shall determine its own procedure. The arbitral tribunal shall reach its award in accordance with the provisions of this
Agreement and the principles of international law recognised by both Contracting Parties.

The arbitral tribunal shall reach its decision by a majority of votes. Such decision shall be final and binding on both Contracting
Parties. The ad hoc tribunal shall, upon the request of either Contracting Party, explain the reasons of its award.

Each Contracting Party shall bear the cost of its own member of the tribunal and of its representation in the arbitral proceedings;
the cost of the Chairman and the remaining costs shall be borne in equal parts by the Contracting Parties. The tribunal may, however,
in its decision direct that a higher proportion of costs shall be borne by one of the two Contracting Parties, and this award shall
be binding on both Contracting Parties.

Article 10

Application of the Agreement

This Agreement shall be applicable to investments made before or after its entry into force by investors of either Contracting Party
in the territory of the other Contracting Party. However, this Agreement shall not apply to events or disputes that have arisen before
its entry into force.

Article 11

Consultations and Exchange of Information

The representatives of the two Contracting Parties shall hold meetings from time to time for the purpose of:

reviewing the implementation of this agreement:

exchanging legal information and investment opportunities;

resolving dispute arising out of investments;

forwarding proposals on promotion of investment;

studying other issues in connection with investments.

Where either Contracting Party request consultation on any matters of Paragraph 1 of this Article, the other Contracting Party shall
give prompt response and the consultation be held alternately in Beijing and Sarajevo.

Article 12

Entry into Force, Duration and Termination

Each Contracting Party shall notify the other in writing of the completion of the internal legal formalities required in its territory
for the entry into force of this Agreement. This Agreement shall enter into force on the first day of the following month after the
date of the dispatch of the latter of the two notifications.

This Agreement shall remain in force for a period of ten years after the date of its entry into force and shall continue in force
unless terminated in accordance with paragraph 3 of this Article.

Either Contracting Party may, by giving one year in advance written notice to the other Contracting Party, terminate this Agreement
at the end of the initial ten year period or at any time thereafter.

With respect to investments made or acquired prior to the date of termination of this Agreement, the provisions of all other Articles
of this Agreement shall continue to be effective for a further period of ten years from such date of termination.

This Agreement may be amended by written agreement between the Contracting Parties. Any amendment shall enter into force under the
same procedure required for entering into force of the present Agreement.

This Agreement shall be applied irrespective of whether or not the Contracting Parties have diplomatic or consular relations.

In witness whereof the undersigned representatives, duly authorised thereto, have signed this Agreement.

Done in duplicate at Beijing this 26 day of JUNE in the Chinese, Bosnian/Croatian/Serbian and English languages, each text being equally
authentic. In case of any divergence of interpretation, the English text shall prevail.

FORFOR

THE PEOPLE’S REPUBLICBOSNIA AND HERZEGOVINA

OF CHINA

Protocol to the Agreement between the People’s Republic of China and Bosnia and Herzegovina on the promotion and protection of investments

On the signing the Agreement between the People’s Republic of China and Bosnia and Herzegovina on the promotion and protection of
investments, the undersigned representatives have agreed on the following provisions which constitute an integral part of the Agreement:

Ad Article 3 , paragraph 1

In respect of the People’s Republic of China, paragraph 1 of Article 3 does not apply to:

any existing non-conforming measures maintained within its territory;

the continuation of any non-conforming measure referred to in subparagraph a );

an amendment to any non-conforming measure referred to in subparagraph a) to the extent that the amendment does not increase the non-conformity
of the measure, as it existed immediately before the amendment, with those obligations.

It will be endeavoured to progressively remove the non-conforming measures.

For the People’s Republic ofFor Bosnia and Herzegovina

China

The Government of the People’s Republic of China
2002-06-26

SUPPLEMENTARY CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON RELEVANT ISSUES CONCERNING THE ADMINISTRATIVE MEASURES AND THE WORKING RULES FOR THE COLLECTION AND PAYMENT OF INCOME TAX OF ENTERPRISES WITH FOREIGN INVESTMENT AND FOREIGN ENTERPRISES

The State Administration of Taxation

Supplementary Circular of the State Administration of Taxation on Relevant Issues Concerning the Administrative Measures and the Working
Rules for the Collection and Payment of Income Tax of Enterprises with Foreign Investment and Foreign Enterprises

GuoShuiHan[2001]No.319

April 30, 2001

The state taxation bureaus of all the provinces, autonomous regions, municipalitie directly under the Central Government and municipalities
separately listed on the State plan, the local taxation bureau of Shenzhen and the Yangzhou College for Further Studies on Taxation:

On the work of the collection and payment of income tax of enterprises with Foreign investment and foreign enterprises, the State
Administration of Taxation has issued the amended “Administrative Measures for the Collection and Payment of Income Tax of Enterprises
with foreign investment and Foreign Enterprises” (hereinafter referred to as “Measures”) and the “Working Rules for the Collection
and Payment of Income Tax of Enterprises with Foreign Investment and Foreign Enterprises” (hereinafter referred to as “Rules”) (GuoShuiFa
[2001] No.9). The relevant issues concerning the implementation of the Measures and Rules are hereby clarified as follows:

On the administration of taxation assistance by taxpayer branches:

The administration of taxation assistance by taxpayers that have set up branches or business offices (hereinafter referred to as “business
offices”) in different regions is the joint function and duty of the taxation departments, therefore a system of taxation assistance
administration overseeing the business offices of taxpayers shall be established.

The taxation department for the location where the head office or the business office responsible for collecting reports and paying
income tax for the enterprise (hereinafter referred to as “tax collection and payment office”) is located shall, after accepting
the report of annual income tax collection or consolidation of the taxpayer, produce the Certificate of Report of the Collection
or Consolidation of Enterprise Income Tax of the Enterprises with Foreign Investmentand Foreign Enterprises (Attachment 1) for the
taxpayer in appropriate time. The certificate shall be sent to the department in charge of taxation of the place where the taxpayer’s
business office is located. The time limit for submitting the certificate as provided by Article 6 of the Measures shall be adjusted
before June 31 of each year.

If the taxation department of the location where the tax collection and payment office is located has found points of clarification
involving the taxpayer’s business office in the examination and evaluation of the tax collection reports and needs to make further
verification, it may send the “Letter for Assistance regarding Taxation Affairs of the Business Office” (Attachment 2) to the taxation
department of the location where the business office of that taxpayer is located, and that taxation department of the place where
that business office is located shall be responsible for the investigation and verification for affairs needing assistance, and shall
write a letter about the result back to the taxation department of the location where the tax collection and payment office is located.
If the taxation department of the place where the business office is located has found, in routine administration or taxation inspection,
problems involving income tax such as reporting less income or listing more costs for the business office, it shall promptly notify
in written form the taxation department of the location where the tax collection and payment office is located to handle the taxation
affairs (Attachment 3).

The taxation department of the place where the business office is located shall abide by the following methods and procedures when
executing Article 6 of the Measures to collect tax on-location from the business office.

The taxation department of the location where the business office is located may collect tax from the business office on-location
only under the following circumstances:

The business office has not submitted, before the time limit (July 31) provided by Article 6 of the Measures, the “Certificate of
Report of the Collection or Consolidation of Enterprise Income Tax of the Enterprises with Foreign Investment and Foreign Enterprises”
produced by the taxation department of the place where the tax collection and payment office is located, or other certificates that
can prove that its tax collection and payment office has reported the collection of annual income tax, without having obtained the
approval documents for a reporting extension.

For the business office subject to the circumstances mentioned above, the amount of income tax to be collected may be verified and
calculated, or be verified according to the profit level for the same industry or by other means, and the amount of tax shortfall
shall be calculated and the punishment shall be determined according to the provisions of taxation laws and regulations; but if the
taxpayer’s collection report belongs to a profit loss or tax exemption year, the taxation department of the place where the business
office is located shall notify in written form the taxation department of the place where the tax collection and payment office is
located to make a unified tax adjustment (Attachment 3).

The taxation department of the location where the business office is located shall, after handling the taxation affairs of the business
office according to the provisions mentioned above, notify in written form the taxation department of the place where the tax collection
and payment office is located regarding the relevant information (Attachment 3).

On the examination and appraisal of the report of collection and payment

The collection and payment of enterprise income tax shall be completed within the period provided by tax laws. For this purpose, if
the taxation departments of the localities can not finish the detailed examination and appraisal of the annual report form of the
enterprises according to the full requirements of the Measures for Tax Examination and Appraisal within the period for collection
and payment provided by tax laws before adopting electronic means for examination and appraisal or because of other reasons, they
may make the initial tax examination of the relevant items provided by Item 3 of the Second Paragraph of Article 3 of the “Working
Rules for the Collection and Payment of Income Tax of Enterprises with Foreign Investment and Foreign Enterprises” after receiving
the report form materials submitted by the taxpayer, and shall issue the notification of collection and payment according to the
result of the initial examination and appraisal within the period of collection and payment provided by tax laws. The departments
shall make detailed appraisals on the taxpayers that have points of clarification arise during the initial examination and appraisal,
and shall make relevant taxation adjustments.

Attachments:

Certificate of Report of the Collection or Consolidation of Enterprise Income Tax of the Enterprises with Foreign Investment and Foreign
Enterprises

Letter for Assistance regarding Taxation Affairs of the Business Office

Letter of Contact regarding the Taxation Handlings of the Business Office

Attachment 1:Certificate of Report of the Collection or Consolidation of Enterprise Income Tax of the Enterprises with Foreign Investment and Foreign
Enterprises

Certificate No. ( ) of the State (local) taxation bureau

To the State (local) taxation bureau:

The _______________________________________________ under your jurisdiction is the business office set up in your place by the ____________________________under
our jurisdiction, and has already collected or consolidated and reported its annual enterprise income tax at this bureau in Month
__ Year __.

Hereby certified.

Name and official seal of the taxation department of the place where the tax collection and payment office is located.

Month__ Day__ Year __

Certificate of Report of the Collection or Consolidation of Enterprise Income Tax of the Enterprises with Foreign Investment and Foreign
Enterprises

Certificate No. ( ) of the State (local) taxation bureau

To the State (local) taxation bureau:

The ____________________________________ under your jurisdiction is the business office set up in your place by the __________________________
administrated by our bureau, and has already collected or consolidated and reported its annual enterprise income tax at this bureau
in Month __ Year __.

Hereby certified.

With greetings

Name and official seal of the taxation department of the place where tax collection and payment office is located

Month __ Day __ Year __

Post code and address of the taxation department:

Person responsible for business contact:

Telephone:

Fax:

Attachment 2:Letter for Assistance regarding Taxation Affairs of the Business Office (Receipt)

No. ( ) of the State (local) taxation bureau

To the State (local) taxation bureau:

The __________________________________ under your jurisdiction is the business office set up in your place by the ________________________
administrated by this bureau, please investigate and verify the following matters regarding that business office:

Matters:

Points of Clarification:

The name and official seal of the taxation department of the place where tax collection and payment is located

Month __ Day __ Year __

Letteistance regarding Taxation Affairs of the Business Office (Receipt)

Letter No. ( ) of the State (local) taxation bureau

The state (local) taxation bureau:

Matters:

points of clarification:

Registered address of the business office:

Telephone:

Fax:

With greetings

Name and official seal of the taxation department of the place where the tax collection and payment is located

Month __ Day __ Year __

Post code and address of the department in charge of taxation:

Person responsible for business contact:

Telephone:

Fax:

Attachment 3:Letter of Contact regarding the Taxation Handlings of the Business Office

Letter No. ( ) of the State (local) taxation bureau

The State (local) taxation bureau:

The ____________________________________ under your jurisdiction is the business office set up in your place by the __________________________
administrated by our bureau.

Address of the business office:

Telephone:

Fax:

According to the Law of the People’s Republic of China on Income Tax of Enterprises with Foreign Investment and Foreign Enterprises
and the provisions of the “Supplementary Circular on Relevant Issues Concerning the Administrative Measures and Working Rules for
the Collection and Payment of Income Tax of Enterprises with Foreign Investment and Foreign Enterprises,” we will handle, based on
our verification, the income tax of that business office of Year __ as follows:

The amount of taxable income that the business office has not collected and reported as determined by our bureau:

Verified amount: ___________________.

Amount appraised and calculated according to the profit margins of the same industry: _____________________.

Amount appraised and calculated by other means: _______________.

The amount of unreported to be collected and the punitive amount calculated by this bureau:

Applicable tax rate (actual collection rate): __________ Tax amount to be collected: _______________. Late fee ___________________
Punitive amount: ____________________.

The taxation affairs submitted by this bureau to you for handlings:

The amount of income that the business office has failed to report: ________________.

The amount expenses over-claimed by the business office: ___________.

The amount of profit (loss) of this business office for which your bureau must make taxation adjustment and handlings because the
taxpayer is considered to belongs to a profit loss (tax exemption) year: _______.

Other matters: _________________________________________.

Name and official seal of the taxation department of the place where the business office is located

Month __ Day __ Year __

Postal code of the taxation department: Address:

Person responsible for business contact:

Telephone:

Fax:

The State Administration of Taxation
2001-04-30

ORGANIC LAW OF THE NATIONAL PEOPLE’S CONGRESS

Organic Law of the National People’s Congress of the PRC

CONTENTS

CHAPTER I SESSIONS OF THE NATIONAL PEOPLE’S CONGRESS

CHAPTER II THE STANDING COMMITTEE OF THE NATIONAL PEOPLE’S CONGRESS

CHAPTER III THE COMMITTEES OF THE NATIONAL PEOPLE’S CONGRESS

CHAPTER IV DEPUTIES TO THE NATIONAL PEOPLE’S CONGRESS

CHAPTER I SESSIONS OF THE NATIONAL PEOPLE’S CONGRESS

Article 1. Sessions of the National People’s Congress shall be convened in accordance with the relevant provisions of the Constitution of the
People’s Republic of China.

The first session of each National People’s Congress shall be convened by the Standing Committee of the previous National People’s
Congress within two months of the election of deputies to the current National People’s Congress.

Article 2. A month before the convening of a session of the National People’s Congress, its Standing Committee shall notify the deputies of
the date of the session and of the main items on the proposed agenda.

The provisions of the preceding paragraph shall not apply to specially convened sessions of the National People’s Congress.

Article 3. After deputies to the National People’s Congress have been elected, their credentials shall be examined by the Credentials Committee
of the Standing Committee of the National People’s Congress.

Based on the reports submitted by the Credentials Committee, the Standing Committee of the National People’s Congress shall affirm
the qualifications of deputies or invalidate the election of individual deputies, and shall publish the list of affirmed deputies
prior to the first session of each National People’s Congress.

Deputies to the National People’s Congress who are elected through by-elections shall have their credentials examined in accordance
with the provisions of the preceding paragraphs.

Article 4. Deputies to the National People’s Congress shall be grouped into delegations based on the units that elect them. Each delegation
shall elect a head and deputy-heads.

Before each session of the National People’s Congress is convened, the delegations shall discuss matters concerning preparations for
the session put forward by the Standing Committee of the National People’s Congress. During the session, the delegations shall deliberate
on the bills and proposals submitted to the Congress, and the heads of delegations or representatives chosen by them may express,
on behalf of those delegations, opinions on the bills and proposals at meetings of the Presidium or at plenary meetings of the session.

Article 5. Before each session of the National People’s Congress, a preparatory meeting shall be held to elect a Presidium and a Secretary-General
for the session, adopt an agenda for that session and make decisions on other preparatory work.

The preparatory meeting shall be presided over by the Standing Committee of the National People’s Congress. The preparatory meeting
of the first session of each National People’s Congress shall be conducted by the Standing Committee of the previous National People’s
Congress.

Article 6. The Presidium shall preside over the sessions of the National People’s Congress.

The Presidium shall elect some of its members to rotate as executive chairmen of the sessions.

Standing chairmen shall be elected by the Presidium to convene and preside over meetings of the Presidium.

Article 7. For each session, the National People’s Congress shall set up a secretariat which shall work under the direction of the Secretary-General.

Each session of the National People’s Congress shall install several Deputy Secretaries-General, whose choice shall be decided on
by the Presidium.

Article 8. Members of the State Council, members of the Central Military Commission, the President of the Supreme People’s Court and the Procurator-General
of the Supreme People’s Procuratorate may attend meetings of the National People’s Congress but without voting rights. By decision
of the Presidium, responsible officers of other state organs and public organizations may also attend meetings of the National People’s
Congress without voting rights.

Article 9. The Presidium, the Standing Committee and the special committees of the National People’s Congress, the State Council, the Central
Military Commission, the Supreme People’s Court and the Supreme People’s Procuratorate may submit to the National People’s Congress
bills or proposals that fall within the scope of its functions and powers. The Presidium shall decide whether to refer the bills
or proposals to the various delegations or to the delegations and relevant special committees for deliberation. The result of the
deliberations shall then be reported to the Presidium which may, after its own deliberation and decision, put the bills or proposals
to a vote at a plenary meeting.

Article 10. A delegation or a group of thirty or more deputies may submit to the National People’s Congress bills or proposals that fall within
the scope of its functions and powers. The Presidium may decide whether or not to put the bills or proposals on the agenda of the
Congress, or it may refer the bills or proposals to the relevant special committees for deliberation and after receiving their opinions
then decide whether or not to put the bills or proposals on the agenda of the Congress.

Article 11. Deliberation on a bill or proposal submitted to the National People’s Congress shall terminate upon the request of its sponsor for
its withdrawal before it is put to a vote in the Congress.

Article 12. Sessions of the National People’s Congress shall adopt bills amending the Constitution, legislative bills and other bills in accordance
with the relevant provisions of the Constitution of the People’s Republic of China.

Article 13. Candidates for Chairman, Vice-Chairmen, Secretary-General and other members of the Standing Committee of the National People’s Congress,
President and Vice-President of the People’s Republic of China, Chairman of the Central Military Commission, President of the Supreme
People’s Court and Procurator-General of the Supreme People’s Procuratorate shall be nominated by the Presidium which, after consultation
among the various delegations, shall decide upon a formal list of candidates, based on the opinion of the majority of deputies.

Article 14. The Premier and other members of the State Council and members of the Central Military Commission other than its Chairman shall
be nominated in accordance with the relevant provisions of the Constitution.

Article 15. Proposals for the removal from office of a member of the Standing Committee of the National People’s Congress, the President or
Vice-President of the People’s Republic of China, a member of the State Council or the Central Military Commission, the President
of the Supreme People’s Court or the Procurator-General of the Supreme People’s Procuratorate may be submitted by three or more delegations
or at least one-tenth of the number of deputies to the National People’s Congress. The Presidium shall then put the proposal before
the Congress for deliberation.

Article 16. During a session of the National People’s Congress, a delegation or a group of thirty or more deputies may address written questions
to the State Council and the ministries and commissions under the State Council. The Presidium shall decide whether to refer the
questions to the organs concerned for written replies or to ask the leaders of those organs to give oral replies at meetings of the
Presidium, the relevant special committees or the relevant delegations. If the replies are to be given at meetings of the Presidium
or special committees, the head of the delegation or of the group of deputies who addressed the questions may also attend the meetings
to express their opinions.

Article 17. During deliberation on a bill or proposal in the National People’s Congress, deputies may address inquiries to the relevant state
organs, and those organs shall send their representatives to give explanations at group meetings of the deputies or at delegation
meetings.

Article 18. At sessions of the National People’s Congress, elections may be conducted and bills may be passed by secret ballot, by a show of
hands or by any other form as decided by the Presidium.

Article 19. When the National People’s Congress is in session, deputies from the minority nationalities shall be provided with the necessary
facilities for interpretation.

Article 20. Sessions of the National People’s Congress shall be open to the public; when necessary, closed sessions may be held by decision of
a meeting of the Presidium and the heads of all the delegations.

Article 21. The proposals, criticisms and opinions put forward by deputies to the National People’s Congress or its Standing Committee concerning
any sphere of work shall be referred by the office of the Standing Committee to the relevant agencies or organizations for study,
handling and a responsible answer.

CHAPTER II THE STANDING COMMITTEE OF THE NATIONAL PEOPLE’S CONGRESS

Article 22. The Standing Committee of the National People’s Congress shall exercise the functions and powers prescribed in the Constitution
of the People’s Republic of China.

Article 23. The Standing Committee of the National People’s Congress shall be composed of the following personnel:

the Chairman;

the Vice-Chairmen;

the Secretary-General; and

other members.

Members of the Standing Committee shall be elected by the National People’s Congress from among its deputies.

A member of the Standing Committee may not hold office in the administrative, judicial or procuratorial organs of the state. If he
expects to hold such an office, he must first resign from his post in the Standing Committee.

Article 24. The Chairman of the Standing Committee shall preside over meetings of the Standing Committee and direct its work. The Vice- Chairmen
and the Secretary-General shall assist the Chairman in his work. When entrusted by the Chairman, a Vice-Chairman may exercise certain
functions and powers of the Chairman.

Should the Chairman of the Standing Committee be incapacitated for work for reasons of health or should his office fall vacant, the
Standing Committee shall choose one of the Vice-Chairmen to exercise the functions of the Chairman until the Chairman’s recovery
or until a new Chairman is elected by the National People’s Congress.

Article 25. A Council of the Chairman composed of the Standing Committee’s Chairman, Vice-Chairmen and Secretary-General shall handle the important
day-to-day work of the Standing Committee, which shall consist of the following:

(1) to decide on the time for each meeting of the Standing Committee and draft the agenda of the meeting;

(2) to decide whether the bills, proposals and questions submitted to the Standing Committee should be referred to the relevant special
committees or submitted to a general meeting of the Standing Committee for deliberation;

(3) to direct and coordinate the day-to-day work of the special committees; and

(4) to handle the other important day-to-day work of the Standing Committee.

Article 26. The Standing Committee shall establish a Deputies Credentials Committee.

The chairman, vice-chairmen and members of the Deputies Credentials Committee shall be nominated by the Council of the Chairman from
among the members of the Standing Committee, and the nominees shall be approved at a meeting of the Standing Committee.

Article 27. The Standing Committee shall establish a general office which shall work under the direction of the Secretary-General.

The Standing Committee shall install Deputy Secretaries-General, whom it shall appoint or remove upon recommendation by the Chairman
of the Standing Committee.

Article 28. When necessary, the Standing Committee may establish working commissions.

The chairman, vice-chairmen and members of the working commissions shall be appointed or removed by the Standing Committee upon recommendation
by its Chairman.

Article 29. Meetings of the Standing Committee, usually held once every other month, shall be called by its Chairman.

Article 30. When the Standing Committee is in session, the standing committees of the people’s congresses of the provinces, autonomous regions,
and municipalities directly under the Central Government may each send a chairman or vice-chairman to attend the meetings and express
their opinions.

Article 31. The legislative bills and other bills brought before the Standing Committee for deliberation shall be adopted by a simple majority
vote of all its members.

Article 32. The special committees of the National People’s Congress, the State Council, the Central Military Commission, the Supreme People’s
Court and the Supreme People’s Procuratorate may submit to the Standing Committee bills and proposals that fall within the scope
of its functions and powers. The Council of the Chairman shall decide whether to directly submit the bills and proposals to a meeting
of the Standing Committee for deliberation or to first refer them to the relevant special committees and after receiving the reports
on their deliberations then submit the bills and proposals to the Standing Committee for deliberation.

Bills and proposals that fall within the scope of the functions and powers of the Standing Committee may be submitted to the Standing
Committee by ten or more members of the Standing Committee. The Council of the Chairman shall decide whether to directly submit the
bills to a meeting of the Standing Committee for deliberation or to first submit them to the relevant special committees and after
receiving the reports on their deliberations then submit the bills to the Standing Committee for deliberation.

Article 33. During a session of the Standing Committee, a group of ten or more members of the Committee may submit to the Standing Committee
written questions addressed to the State Council and the ministries and commissions under the State Council. The Council of the
Chairman shall decide whether to refer the questions to the organs concerned for written replies or to request the heads of those
agencies to give oral replies at meetings of the Standing Committee or the relevant special committees. When replies are to be given
at meetings of the special committees, the members of the Standing Committee who submitted the questions may attend and express their
opinions.

Article 34. During each session of the National People’s Congress, the Standing Committee must make a report on its work to the National People’s
Congress.

CHAPTER III THE COMMITTEES OF THE NATIONAL PEOPLE’S CONGRESS

Article 35. The National People’s Congress shall establish a Nationalities Committee, a Law Committee, a Finance and Economic Committee, an
Education, Science, Culture and Public Health Committee, a Foreign Affairs Committee, an Overseas Chinese Committee and such other
special committees as may be deemed necessary by the National People’s Congress. The special committees shall be under the direction
of the National People’s Congress, and of its Standing Committee when the Congress is not in session.

Each special committee shall be composed of a chairman, vice-chairmen and members.

Candidates for chairman, vice-chairman or member of such special committees shall be nominated from among the deputies by the Presidium
and shall be approved by the National People’s Congress. When the National People’s Congress is not in session, its Standing Committee
may appoint additional members to the special committees, including a vice-chairman; the Council of the Chairman shall make nominations
for these appointments, which shall be subject to approval by a meeting of the Standing Committee.

Article 36. The chairman of each special committee shall preside over meetings of the committee and direct its work. The vice-chairmen shall
assist the chairman in his work.

The special committees may appoint a certain number of experts as advisers, if their work so requires. The advisers may attend special
committee meetings and express their opinions.

The advisers shall be appointed or removed by the Standing Committee of the National People’s Congress.

Article 37. The work of the special committees shall be as follows:

(1) to deliberate on bills and proposals received from the Presidium or the Standing Committee of the National People’s Congress;

(2) to submit to the Presidium or the Standing Committee of the National People’s Congress bills and proposals which are related to
the special committees and which fall within the scope of functions and powers of the National People’s Congress or its Standing
Committee;

(3) to examine and submit reports on items received from the Standing Committee of the National People’s Congress which are considered
to be in contravention of the Constitution or the law, namely: administrative regulations, decisions and orders issued by the State
Council; orders, instructions and regulations issued by the ministries and commissions under the State Council; regulations and resolutions
issued locally by the people’s congresses of the provinces, autonomous regions, and municipalities directly under the Central Government
and their standing committees; and decisions, orders and regulations issued by the people’s governments of the provinces, autonomous
regions, and municipalities directly under the Central Government;

(4) to examine questions referred by the Presidium or the Standing Committee of the National People’s Congress, to hear the replies
given by the organs questioned and, when necessary, to submit reports to the Presidium or the Standing Committee of the National
People’s Congress; and

(5) to investigate and propose solutions to issues which are related to the special committees and which fall within the scope of
functions and powers of the National People’s Congress or its Standing Committee.

The Nationalities Committee may, in addition, conduct investigations and make proposals on how to strengthen unity among the nationalities;
it shall deliberate on the regulations on autonomy and separate regulations submitted by the autonomous regions to the Standing Committee
of the National People’s Congress for approval and shall report its deliberations to the Standing Committee of the National People’s
Congress.

The Law Committee shall deliberate on all drafted laws submitted to the National People’s Congress or its Standing Committee; other
special committees shall send to the Law Committee their comments on the drafts which concern them.

Article 38. The National People’s Congress and its Standing Committee may appoint committees for the investigation of specific issues. The organization
and work of the committees shall be decided by the National People’s Congress or its Standing Committee.

CHAPTER IV DEPUTIES TO THE NATIONAL PEOPLE’S CONGRESS

Article 39. The term of office of the deputies to each National People’s Congress shall be five years, beginning with its first session and
ending with the first session of the succeeding National People’s Congress.

Article 40. Deputies to the National People’s Congress must observe the Constitution and the law in an exemplary way, keep state secrets and,
in the course of production, other work and the public activities in which they take part, assist in the enforcement of the Constitution
and the law.

Article 41. Deputies to the National People’s Congress should maintain close contact with the units that elected them and with the people.
They may attend, without voting rights, meetings of the people’s congresses of the units that elected them, so as to heed and convey
the opinions and demands of the people and work hard to serve them.

Article 42. While deputies to the National People’s Congress attend meetings of the Congress or perform other duties required of them as deputies,
the state shall provide them with appropriate allowances and material facilities according to their actual needs.

Article 43. No deputy to the National People’s Congress or member of its Standing Committee may be held legally liable for his speeches or votes
at various meetings of the National People’s Congress and its Standing Committee.

Article 44. No deputy to the National People’s Congress may be arrested or placed on criminal trial without the consent of the Presidium of
the National People’s Congress or, when the National People’s Congress is not in session, of its Standing Committee.

If a deputy to the National People’s Congress is caught in the act and detained, the public security organ which has detained him
shall immediately report the matter to the Presidium or the Standing Committee of the National People’s Congress.

Article 45. Deputies to the National People’s Congress shall be subject to the supervision of the units that elected them. Such units shall have
the power to recall the deputies they elect.

The recall of a deputy from the National People’s Congress shall require a simple majority vote of all the deputies of the unit that
elected him.

If the people’s congress of a province, autonomous region, or municipality directly under the Central Government is not in session,
its standing committee may, with the approval of a simple majority of its members, recall individual deputies elected to the National
People’s Congress by its people’s congresses.

Deputies being recalled may attend the meetings concerning their recall or submit written appeals to them.

Resolutions to recall deputies must be reported to the Standing Committee of the National People’s Congress for the record.

Article 46. If the office of a deputy to the National People’s Congress falls vacant for some reason, the electoral unit which elected him shall
hold by-elections to fill the vacancy. Should the office of an individual deputy to the National People’s Congress fall vacant when
the people’s congress of his province, autonomous region, or municipality directly under the Central Government is not in session,
its standing committee may hold by-elections to fill the vacancy.

CIRCULAR OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE ON RELEVANT ISSUES CONCERNING THE REGISTRATION OF FOREIGN EXCHANGE BY DIRECT FOREIGN INVESTMENT

The State Administration of Foreign Exchange

Circular of the State Administration of Foreign Exchange on Relevant Issues Concerning the Registration of Foreign Exchange by Direct
Foreign Investment

HuiFa [2002] No.42

April 30, 2002

The branches and foreign exchange administrative departments of the State Administration of Foreign Exchange (hereafter “SAFE”) in
all provinces, autonomous regions, municipalities directly under the Central Government, and the braches in Shenzhen, Dalian, Qingdao,
Xiamen and Ningbo:

In order to carry out the Circular of the Ministry of Finance and the State Administration of Foreign Exchange on Further Strengthening
the Assessment of the Capital of enterprises with foreign investment and Perfecting the System for the Registration of Foreign Exchange
and Foreign Capital (CaiKuai [2002] No.1017, hereafter “the Circular”), to improve management and standardize business operations,
relevant issues are hereby notified as follows:

Perfecting the system for the registration of foreign exchange and foreign capital so as to be beneficial to standardizing the practicing
of certified accountants and to the reasonable and orderly flow of foreign capital. All the branches of the SAFE shall reach a common
understanding and pay high attention to it, try every effort to improve the internal control system, and do a good job in the inquiring,
verification and registration of the capital assessment of the enterprises with foreign investment. The branches and sub-branches
that have a heavy business burden shall arrange for more hands to do it. The internal departments of the foreign exchange administrations
shall pay attention to cooperating with each other. At the same time, special attention shall be paid to the assortment in work with
the local public fiscal authorities and the certified accountants associations (hereafter referred to as “CAAs”), and, on the basis
of the rigid implementation of the present Circular by the CAAs, you should cooperate closely with each other so as to improve the
quality of capital assessment of enterprises with foreign investment.

II.

The letters of inquiry concerning the contributions of the foreign investors shall be filled in by the enterprise concerned and be
accompanied by an attestation document (in photocopy) and an accountants firm shall be entrusted to make inquiries to the foreign
exchange administrations. When inquiring the foreign exchange administrations, the accountants firms shall present a letter of liaison
that bears the seal of the firm.

III.

The phrase “to inquire about the authenticity and lawfulness of the above documents” as mentioned in Article 1 , Item 4 of the Circular
refers to inquiring whether the relevant accounts of registered capital has been opened upon the approval of the competent foreign
exchange administration; whether the verification documents of foreign exchange business under relevant capital items are issued
by the competent foreign exchange administrations; whether relevant hardcopy customs declaration forms are in conformity with the
corresponding electronic ledgers in the online verification system for import and export declarations of customs and whether foreign
exchange has been paid.

IV.

The foreign exchange administration concerned shall, after receiving the letter of inquiring about the capital contribution of the
foreign parties and the attached attestation documents, make careful verifications according to the requirements of the operational
rules annexed to the present Circular (see Attachment I), give a reply within 5 work days, and place the letter of inquiring about
the capital contribution of the foreign parties, attestation documents, photocopy of the reply and other relevant materials concerning
the inquiring in archivist files for further reference.

If no error has been found through verification in the issues inquired about, the foreign exchange administration shall grant a number
for the registration of foreign capital and foreign exchange (The method for registering the numbers of foreign capital and foreign
exchange is: serial number of the certificate for foreign exchange registration is a two-figure sequence number, and the sequence
number is the serial number for the number of inquiries made about the enterprise concerned. E.g. if the enterprise inquires for
the second time, the serial number shall be 01.) and express the opinion in the letter of reply (for the format of letter of reply,
see Attachment II) by selecting a corresponding one from the following opinions:

The registered capital accounted inquired has been opened upon the approval of a branch (or sub-branch) or management department of
foreign exchange of our administration;

The verification document for the foreign exchange business under the capital items inquired has been issued by a branch (or sub-branch)
or management department of foreign exchange of our administration;

The declaration forms for the import goods inquired are in conformity with the verification system and no foreign exchange has ever
been paid.

If any of the issues inquired is found to be inconsistent with the relevant situations, the competent foreign exchange administration
may not grant a serial number for the registration of foreign capital and foreign exchange, and shall express the opinion in the
letter of reply (for the format of letter of reply, see Attachment III) by selecting a corresponding one from the following opinions:

The documents attached are incomplete (by specifying the post_titles of the documents);

The documents attached are not in conformity after verification (by specifying the post_titles of the documents, serial numbers and the
points that are not in conformity);

The attached documents are repeatedly used (by specifying the post_titles and serial numbers of the documents);

The capital contribution is made through a non-registered capital account;

The registered capital account has not be opened upon approval;

Payment has been made for the declaration form for the import goods (by specifying the serial number of the customs declaration);

The serial number of the letter of value appraisal of the commodity is not specified.

The foreign exchange administrations shall keep a record of the incoming letters and replies, and the procedures for receiving the
letters shall be strictly followed.

VI.

In the appraisal of the capital contribution of a foreign party concerned who makes its contribution by way of physical materials,
if the photocopy of the hardcopy declaration form of the import goods submitted by an entrusted accountant’s firm that does not bear
the special seal of a designated foreign exchange bank and the foreign exchange administration, the department in charge of the management
of capital projects under the foreign exchange administration shall inquire the department in charge of the writing-off of import
about whether the content of the declaration form is in consistency with the corresponding electronic ledgers in the “online verification
system for import and export declaration forms”, and whether foreign exchange has been paid or whether they have been written off.
The department in charge of the writing-off of import shall complete the inquiry within two work days.

The department in charge of the writing-off of import accesses the “online verification system for the import and export declaration
forms” by using a “Super-financial IC Card”. If it is confirmed by retrieving the “online verification system for the import and
export declaration forms” that the hardcopy declaration forms is consistent with the corresponding electronic ledgers and foreign
exchange has not been paid or written off, the department in charge of import shall settlement the account and write off the electronic
ledgers of the declaration forms in the “online verification system for the import and export declaration forms”, and provide the
electronic ledger of the import declaration form that bears the “business seal of import writing-off supervision” to the department
in charge of the management of capital projects.

If the hardcopy import declaration form is inconsistent with the electronic ledgers thereof or if foreign exchange has already been
paid or written off, the department in charge of writing off imports shall make a remark and put the seal “business seal of import
writing-off supervision” on the printout of the electronic ledgers of the declaration form, and return it back to the department
in charge of management of capital projects.

If there is no corresponding electronic ledgers for the hardcopy declaration form in the “online verification system for import and
export declaration forms”, the department in charge of writing off imports shall make a remark and put the seal “business seal of
import writing-off supervision” on the printout of the electronic ledgers of the declaration form, and return it to the department
in charge of the management of capital projects.

VII.

With regard to the verification documents for the foreign exchange business under capital projects issued at other places, the foreign
exchange administration of the place where the verification is done shall send a photocopy of the verification documents and a letter
of inquiry (see Attachment IV) by fax to the foreign exchange administration of the place where they are issued, and the latter shall,
after verification, specify the result of verification and put a “business seal for foreign exchange under the capital project” on
the letter of inquiry, and send it back by fax within two work days to the foreign exchange administration where the verification
is done. In the meanwhile, the foreign exchange administration of the place where the documents are issued shall place the relevant
materials in the archivist files for further reference.

VIII.

If, after completing the procedures of inquiring about the capital contribution of foreign parties, an accountant’s firm fails to
issue a capital appraisal report due to the change of circumstances, it shall inform the foreign exchange administration in written
form of the changes, and the foreign exchange administration shall write off the serial number for the registration of foreign capital
and foreign exchange.

IX.

Foreign exchange administrations shall establish special computerized or manual ledgers (the computerized ledgers shall have the simple
functions of search and gathering information). After confirming that there are no errors in the inquiring document on the basis
of verification and giving a reply, they shall record down the contents of the “List of Contributions Made by Foreign Investors”
provided in the inquiring letters. The registered amount of foreign capital and foreign exchange shall, after deducting the contribution
by way of intangible assets, be more than the total amount specified in the attestation documents of capital contribution by foreign
parties, and, in the meanwhile, record down the name of the enterprise, the legal person code, date of contribution, and the serial
number for registering foreign capital and foreign exchange. If the serial number for the registration of foreign capital and foreign
exchange has already been written off, it should also be marked in the corresponding ledgers.

The foreign exchange administrations shall gather together “Reports of the Registration of Foreign Capital and Foreign Exchange by
(MM/YY) of (Name of Place)” on the monthly basis and by hierarchical order (see Attachment V). All the sub-branches shall submit
their reports to the branches within the first 5 work days of each month, and the branches (or departments in charge of the management
of foreign exchange) submit their reports, after gathering together, to the General Administration within the first 8 work days of
each month.

XI.

The provisions concerning the inquiry about the capital appraisal and registration of the enterprises with foreign investment within
the export processing zones and the bonded areas as well as the enterprises with foreign investment and those established by non-investment
enterprises with foreign investment through reinvestment within the Shanghai Diamond Exchange shall be separately formulated. Before
the new provisions are formulated, the original provisions shall be followed, and the accountants firms need not go through the procedures
of inquiring about the capital contributions of the foreign parties at the foreign exchange administrations.

XII.

If any foreign exchange administration finds that any accountants’ firm fails to follow the inquiry procedures in the issuance of
capital appraisal reports or issues false reports, it shall inform the local accountants association, and, before the local accountants
association or public fiscal authority makes a decision on how to deal with it, the foreign administration concerned shall not accept
any new inquiries from the accountants’ firm concerned.

XIII.

If, in the process of handling the inquiries and registrations of capital appraisals of enterprises with foreign investment, any foreign
exchange administration finds that any designated bank of foreign exchange or any enterprise with foreign investment violates the
provisions of foreign exchange administration, it shall give a punishment according to relevant statutory provisions concerning foreign
exchange administration.

XIV.

The present Circular shall enter into force as of May 1, 2002. Should you have any question in the process of implementation, please
ask the Department of Capital Projects under the SAFE without delay.

Annexes:

I.Operational Rules for the Verification and Registration of Inquiries

II.Reply to Letters of Inquiry about the Capital Contributions by Foreign Parties (Format I) (omitted)

III.Reply to Letter of Inquiry about the Capital Contributions by Foreign Parties (Format II) (omitted)

IV.Letter of Inquiry about Foreign Exchange Business under Capital Projects in Other Places (Format III) (omitted)

V.Reports of the Registration of Foreign Capital and Foreign Exchange by (MM/YY) of (Name of Place) (Format IV) (omitted)

Attachment I:1Operational Rules for the Verification and Registration of Inquiries about the Contribution and Capital Appraisal of Spot Exchange
by Foreign Investors

1. Statutory basis;

2. Materials for verification;

3. Principles of verification;

4. Elements of verification;

5. Range of authorization

6. Points of attention.

Circular of the Ministry of Finance and the State Administration of Foreign Exchange on Further Strengthening the Appraisal of Capital
of Enterprises with Foreign Investment and Improving the System for the Registration of Foreign Capital and Foreign Exchange

Circular of the State Administration of Foreign Exchange on the Registration of Foreign Exchange Directly Invested by Foreign Investors

Measures for the Administration of Intraterritorial Foreign Exchange Accounts

Letter of Inquiry about the Capital Contribution of Foreign Investors

Reply to Letters of Inquiry of Banks

Foreign investors shall follow the procedures of making foreign exchange contributions according to the relevant provisions of the
State Administration of Foreign Exchange

Whether registered foreign exchange capital listed in the “List of Contributions Made by Foreign Investors” as provided in the Letter
of Inquiry about the Contributions Made by Foreign Investors;

Whether the registered capital account has been opened upon the approval of a competent foreign exchange administration;

Whether it is marked “Account for Registered Capital” in the column of “Nature of Account”;

If the remitting bank is an intraterritorial bank, whether the transfer of original currency has been approved;

Whether the letter of inquiry of the bank is repeatedly used.

The branches and sub-branches thereof shall handle their businesses according to the principle of territory.

The replies shall be made within 5 work days.

If no error is found upon verification, a serial number shall be granted and the foreign capital and foreign exchange shall be registered.

If errors are found upon verification, no serial number may be granted and the foreign capital and foreign exchange may not be registered.

Due to the reasons of handling charges of the banks, the registered amount of foreign exchange registered capital may be reasonably
smaller than the amount listed in the reply to the letters of inquiry issued by the banks concerned.

The foreign exchange administrations need not make any comment in the letter of inquiry

Attachment I:2Operational Rules for the Verification and Registration of Capital Appraisal of Contributions Made by Way of Physical Materials

1. Statutory basis;

2. Verification materials;

3. Principles of verification;

4. Elements of Verification;

5. Range of authorization;

6. Points of attention.

Circular of the State Administration of Foreign Exchange on the Registration of Foreign Exchange Directly Invested by Foreign Investors

Letter of Inquiry about the Capital Contribution of Foreign Investors

Declaration form for import goods that does not bear the special seal of a designated bank and that of a competent foreign exchange
administration (photocopy)

Foreign investors shall truthfully perform its obligation of making contributions by way of physical materials and observe the relevant
procedures for administration

Whether registered capital contributed by physical materials listed in the “List of Contributions Made by Foreign Investors” as provided
in the Letter of Inquiry about the Contributions Made by Foreign Investors is smaller than or equal to the amount as provided in
the declaration form for the import of goods;

Whether the customs declaration for the import of goods is in conformity with the electronic ledgers in the “online verification system
for the customs declarations for the import and export of goods” and if foreign exchange has been paid;

If the foreign investors in a Chinese-foreign equity joint enterprise or Chinese-foreign cooperative enterprise make their contributions
by ways of physical materials, whether the serial number of the letter of appraisal of the value of commodities has been given in
the column for remarks in the customs declaration for importing and exporting goods as provided in the letter of inquiry

The branches and sub-branches thereof shall handle their businesses according to the principle of territory.

The replies shall be made within 5 work days.

If no error is found upon verification, a serial number shall be granted and the foreign capital and foreign exchange shall be registered.

If errors are found upon verification, no serial number may be granted and the foreign capital and foreign exchange may not be registered.

Due to the reasons of appraising the value of the commodities, the registered amount of capital contribution made by way of physical
materials may be reasonably smaller than the amount listed in the customs declaration for importing and exporting goods.

The foreign exchange administrations need not make any comment in the letter of inquiry

Attachment I:3Operational Rules for the Verification and Registration of Verification Documents of Foreign Exchange Business under Capital Projects

1. Statutory basis;

2. Verification materials;

3. Principles of verification;

4. Elements of verification;

5. Range of authorization;

6. Points of attention.

Circular of the State Administration of Foreign Exchange on the Registration of Foreign Exchange Directly Invested by Foreign Investors

Letter of Inquiry about the Capital Contribution of Foreign Investors;

Verification Document for Foreign Exchange Business under Capital Projects (photocopy)

Foreign investors shall go through the procedures for the intraterritorial reinvestment by way of RMB and intraterritorial transfer
of foreign exchange according to the administrative provisions of the State Administration of Foreign Exchange.

Whether the situations as listed in the “List of Contributions Made by Foreign Investors” as provided in the Letter of Inquiry about
the Contributions Made by Foreign Investors are in conformity with the situations listed in the verification documents for the foreign
exchange business under capital projects;

Whether the verification documents for the foreign exchange business under capital projects are in conformity with the verification
documents kept by the foreign exchange administration;

Whether the verification documents for the foreign exchange business under capital projects are in conformity with the search results
of the foreign exchange administration concerned.

The branches and sub-branches thereof shall handle their businesses according to the principle of territory.

The replies shall be made within 5 work days.

If no error is found upon verification, a serial number shall be granted and the foreign capital and foreign exchange shall be registered.

If errors are found upon verification, no serial number may be granted and the foreign capital and foreign exchange may not be registered.

The verification Document for Foreign Exchange Business under Capital Projects which is regarded as the attestation document is still
effective even exceeding 15 workdays. The (sub)branches or administrative departments of foreign exchange can’t bring forth the negative
opinions accordingly.

If any foreign investor makes reinvestments within the territory by RMB and any foreign exchange is transferred to its account of
registered capital, this sum of transferred foreign exchange shall be recorded down in the corresponding column of “Way of Investment”
of the registration forms.

The foreign exchange administrations need not make any comment in the letter of inquiry.

The State Administration of Foreign Exchange
2002-04-30

GOVERNMENT PROCUREMENT LAW OF THE PEOPLE’S REPUBLIC OF CHINA

The Standing Committee of the National People’s Congress

Order of the President of the People’ s Republic of China

No.68

Government Procurement Law of the People’s Republic of China has been adopted at the 28th Meeting of the Standing Committee of the
Ninth National People’s Congress on June 29, 2002, and promulgated by Order No.68 of the President of the People’ s Republic of China
on June 29, 2002, it will come into force as of January 1, 2003.

President of the People’s Republic of China Jiang Zemin

June 29, 2002

Government Procurement Law of the People’s Republic of China ContentsChapter I General Provisions

Chapter II Government Procurement Party

Chapter III Forms of Government Procurement

Chapter IV Procedure for Government Procurement

Chapter V Government Procurement Contract

Chapter VI Query and Complaint

Chapter VII Supervision and Inspection

Chapter VIII Legal Responsibilities

Chapter IX Supplementary Provisions

Chapter I General Provisions

Article 1

This Law is hereby enacted in order to standardize the government procurement behavior, improve the efficiency of use of government
procurement funds, safeguard the state interests and public interests of society, protect the legitimate rights and interests of
government procurement parties, and promote the building of an honest and clean government.

Article 2

Government procurement within the territory of the People’s Republic of China shall be governed by this Law.

Government procurement mentioned therein refers to behaviors of state organs at various levels, undertakings and social organizations
that procure with fiscal funds commodities, engineering works and related services within the catalogue made for centralized procurement
according to law or procure them in excess of their quotas.

The catalogue and quota for centralized government procurement shall be set forth within the limit of authority as prescribed herein.

Procurement mentioned herein refers to the behavior of obtaining compensated commodities, engineering works and related services,
including purchase, lease, consignment, employment, etc. by means of contract.

Commodities mentioned herein refer to substances of different kinds in all forms, including raw and semi-finished materials, fuels,
equipment, products, etc.

Engineering works mentioned herein refer to construction projects including the construction, reconstruction, extension, fitting,
removal, repair of buildings and component parts.

Services mentioned herein refer to all objects other than commodities and engineering works under government procurement.

Article 3

Government procurement shall be conducted in line with the principles of openness, transparency, fair competition, impartiality and
honesty.

Article 4

Where government procurement of engineering works takes the form of public bidding, the bidding law shall prevail.

Article 5

No units and individuals are allowed to obstruct and restrict by whatsoever means suppliers from their free access to the government
procurement markets in their locality and industry.

Article 6

Government procurement shall be carried out strictly in accordance with the approved budget for the purpose.

Article 7

Government procurement may be conducted in combination of centralized and scattered ways. The scope of centralized procurement shall
be determined on the basis of the catalogue for centralized procurement published by the people’s government at the provincial level
or above.

For those to be procured by government under central budget, the catalogue for centralized procurement of them shall be determined
and published by the State Council; for those under local budget, the catalogue for centralized procurement of them shall be determined
and published by the governments of province, autonomous region and centrally administered municipality or organizations with their
authority.

Items included in the catalogue for centralized government procurement shall be procured in a centralized way.

Article 8

The quotas for government procurement shall be determined and published by the State Council if they fall into those to be procured
under central budget; or by the governments of province, autonomous region and centrally administered municipality or organizations
with their authority if they fall into those to be procured under local budget.

Article 9

Government procurement shall be helpful to the realization of the state policy targets for economic and social development, including
environment protection, support to the underdeveloped areas and areas of minorities, and promotion of development of small and medium-sized
enterprises.

Article 10

Government procurement shall target at domestic commodities, engineering works and services, except in the following cases:

(1)

Where commodities, engineering works or services to be procured are not available or cannot be obtained under reasonable commercial
conditions within the territory of China;

(2)

Where such items are to be procured for use outside China; and

(3)

Where other laws and administrative regulations prescribe otherwise for such procurement.

Domestic commodities, engineering works and services afore-mentioned shall be defined in accordance with the relevant regulations
of the State Council.

Article 11

Information on government procurement shall be timely released to the public on the news media as designated by the government supervisory
and administrative department in charge of government procurement, except such information as involves business secret.

Article 12

If, in the activity of government procurement, the procurement personnel and concerned people have a conflict of interest with the
suppliers, they must avoid from the activity. In case the suppliers consider the procurement personnel and concerned people have
a conflict of interest with them, they can petition for the avoidance of the former.

Concerned people afore-mentioned include members of the bid appraisal committee if the procurement is carried out by public bidding,
members of the negotiation team if it is done by competitive negotiation, and members of the inquiry team if it is done at inquiry
price, etc.

Article 13

The fiscal department of the people’s governments at various levels is one in charge of supervision and administration of government
procurement and shall perform its supervisory and administrative functions regarding government procurement activities according
to law.

Other relevant departments of the people’s governments at various levels shall, according to law, perform their supervisory and administrative
functions in connection with government procurement activities.

Chapter II Government Procurement Parties

Article 14

Government procurement parties mentioned herein refer to various kinds of mainstream entities, including procurement personnel, supplier
and procurement agency that have rights to and obligations for government procurement activities.

Article 15

Procurement party refers to state organs, undertakings and social organizations.

Article 16

A centralized procurement organization shall be the procurement agency. People’s governments of cities and autonomous prefectures
with administrative districts shall set up centralized procurement agencies at their respective levels in light of the requirements
for items to be procured.

Centralized procurement agencies shall be non-profitable corporate bodies that deal with procurement matters in accordance with the
instructions of procurement parties.

Article 17

When centralized procurement agencies conduct government procurement activities, they shall meet the requirements that the procurement
price should be lower than the average market price, the procurement efficiency be higher, the quality of procurement be fine and
the services be excellent.

Article 18

When a procurement party purchases items that are included in the catalogue for centralized government procurement, such items must
be procured by a centralized procurement agency on its behalf; if the intended items are not included in the catalogue for centralized
government procurement, the procurement party may purchase them on their own, or request a centralized procurement agency to do instead
on its behalf within a given limit.

Where items included in the catalogue for centralized procurement are those to be procured by the government for general use, a centralized
procurement agency should be entrusted to do the job; if, however, they are to be used by any department or by the system it belongs
to for special purposes, they should be procured by the department in a centralized way; if they are to be used by any department
exclusively for special purposes, the department may procure them on its own with the approval of the people’s government at the
level of province or above.

Article 19

A procurement parties may entrust any procurement agency that the relevant department under the State Council or the relevant department
of the people’ s government at the provincial level has certified as qualified to carry out government procurement within the limit
of authority.

A procurement party has the option to select any procurement agency, and no unit or individual is allowed to designate in whatsoever
form any procurement agency for the procurement party.

Article 20

Where a procurement party entrusts according to law a procurement agency to carry out procurement on its behalf, the procurement party
shall enter into an agency agreement with the procurement agency, wherein prescribing the items so entrusted and their respective
rights and obligations so agreed upon between both sides.

Article 21

Suppliers mentioned herein refer to corporate bodies, other organizations or natural persons that supply commodities, engineering
works or services to procurement parties.

Article 22

Suppliers participating in government procurement activities shall meet the following requirements:

(1)

They have the capability of undertaking civil liability;

(2)

They have a fine business reputation and a sound financial accounting system;

(3)

They have the necessary equipment and professional skills to perform contracts;

(4)

They have a fine record of paying taxes and surcharges and social security funds according to law;

(5)

They have no record of material malpractice in its business operation during the three years before participation in the government
procurement activity; and

(6)

They meet any other requirements as may be prescribed by laws and administrative regulations.

Procurement parties may, in light of the special requirements for the items to be procured, set forth special terms and conditions
for the suppliers to meet, but are not allowed to give suppliers different or discriminative treatment by means of unreasonable requirements.

Article 23

Procurement parties may request suppliers involved in government procurement to provide documents evidencing their qualification and
business performance, and carry out examination of their qualification in light of the conditions set for them herein and on the
basis of the specific requirements of the items to be procured for them to meet.

Article 24

More than two natural persons, corporate bodies or other organizations may be formed into an associate to participate government procurement
in the capacity of one supplier.

Suppliers participating in government procurement in the form of an associate should all meet the requirements as set forth in Article
22 herein and shall provide the procurement party with the agreement of association, indicating the jobs and obligations they undertake
respectively. All parties to an associate as one side should enter into a procurement agreement with the procurement party as the
other side, assuming several and joint liabilities to the procurement party for the things and matters as agreed upon therein.

Article 25

Government procurement parties are prohibited from colluding with each other to infringe upon state interests, public interests of
society and the legitimate rights and interests of others involved or excluding other suppliers from competition by whatsoever means.

Suppliers are prohibited from winning the bid or concluding any transaction by offering a bribe or by any other illicit means towards
the procurement party, procurement agency, member of the bid appraisal committee, member of the competitive negotiation team and
member of the inquiry team.

Procurement agencies are prohibited from obtaining unlawful benefits from the procurement parties by bribe or any other illicit means.

Chapter III Forms of Government Procurement

Article 26

Government procurement shall take the following forms:

(1)

public bidding;

(2)

invitation for bid;

(3)

competitive negotiation;

(4)

unitary source purchase;

(5)

inquiry; and

(6)

other forms as may be approved by the government procurement supervisory and administrative department under the State Council in
charge of government procurement.

Public bidding should be taken as the main form of government procurement.

Article 27

Where procurement parties should purchase commodities or services in the form of public bidding, the specific quotas shall be stipulated
by the State Council if they fall into those to be procured under central budget, or by the people’s governments of province, autonomous
region and centrally administered municipality if they are included in the catalogue for local government procurement under local
budget. In special cases where forms other than public bidding have to be adopted, approval should, before start of the procurement
activity, be obtained from the procurement supervisory and administrative department of the people’s government of city or autonomous
prefecture with administrative districts.

Article 28

Procurement parties are prohibited from breaking up the whole of commodities or services into parts that should be procured by public
bidding in attempt to avoid procurement by public bidding.

Article 29

Commodities or services in line with either of the following cases may be procured by invitation for bid:

(1)

they are of special nature and can only be procured from a limited number of suppliers; or

(2)

The percentage of expenses in the total value of government procurement is too large if they are procured by public bidding.

Article 30

Commodities or services in line with any of the following cases may be procured by competitive negotiation according to this law:

(1)

after public bidding, there is no supplier tender or qualified tender or re-bidding is not possible;

(2)

specific descriptions or requirements cannot be determined for the sake of complex technology or special nature;

(3)

the time limit cannot meet the demand of users if public bidding is adopted;

(4)

The total price of the commodities or services cannot be worked out beforehand.

Article 31

Commodities or services in line with any of the following cases may be procured by unitary source purchase:

(1)

they can only be procured from a sole supplier;

(2)

procurement from other suppliers is impossible due to the occurrence of an unexpected critical situation;

(3)

Additional procurement should be made from the original suppliers in order to keep consistency with the previous procurement or meet
the needs of supportive services, and the total amount of additional procurement does not exceed 10% of the original contract value
of procurement.

Article 32

Where the description and standard of commodities to be procured are unified, and commodities on hand are sufficient with a small
margin of change in price, they may be procured in the form of inquiry according to this law.

Chapter IV Procedure for Government Procurement

Article 33

When the department with the budgeting function prepares the budget for the ensuing fiscal year, the items of government procurement
and capital budget for the year should be listed and reported to the fiscal department for consolidation. The departmental budget
shall be approved in accordance with the limit of administrative power and procedure.

Article 34

Where commodities or services are to be procured in the form of invitation for bid, the procurement party shall select at random more
than three suppliers from among the qualified suppliers and send them invitation for bid.

Article 35

Where commodities or services are to be procured in the form of invitation for bid, the length of time between the date the bid documents
are sent out and the deadline for the submission of tender documents by the tender shall be no less than 20 days.

Article 36

Where procurement takes the form of invitation for bid, the bid should be cancelled in any of the following cases:

(1)

there are no more than three suppliers that are eligible or give essential response to the bid documents;

(2)

there is any illegal and breaching act that affects fair procurement;

(3)

the offer of the tender exceeds the budget for procurement and is not affordable by the procurement party;

(4)

The task of procurement is cancelled for any important change.

After cancellation of the bid, the procurement party should notify the tender of the reason therefor.

Article 37

After cancellation of the bid, arrangement for a new invitation for bid should be made unless the task of procurement is cancelled.
If it is necessary to adopt any other form of procurement, approval should, before the start of procurement activity, be obtained
from the government procurement supervisory and administrative department of the people’s government of city and autonomous prefecture
with administrative districts.

Article 38

Where the form of competitive negotiation is adopted for procurement, the following procedure should be observed:

(1)

Formation of a negotiation team. The team shall comprise more than three members in odd number who are representative and relevant
experts of the procurement party, among them experts should account for no less than two-thirds (2/3) of the total number of its
members.

(2)

Preparation of negotiation documents. These documents shall definitely specify the procedure and contents of negotiation, terms and
conditions of the draft contract, the criterion for conclusion of transactions, etc.

(3)

Listing the names of suppliers to be invited to negotiation. The negotiation team shall select no less than three suppliers from among
those eligible on the list and send them the negotiation documents.

(4)

Negotiation. All members of the negotiation team shall together negotiate with the candidate suppliers respectively. During the period
of negotiation, neither party may disclose the technical know-how, price and other information of any other supplier. If there is
any material change in the negotiation documents, the negotiation team shall notify in writing all the suppliers participating the
negotiation.

(5)

Determination of the conclusive supplier. After completion of negotiation, the negotiation team shall demand all the participant suppliers
to give a final offer within a given deadline, and the procurement party shall select from the candidates suggested by the negotiation
team and determine the conclusive supplier under the principle that the procurement requirements in amount, quality, service and
lowest offer are all met and notify the result to all the other failing participant suppliers.

Article 39

Where the form of unitary source purchase is adopted, the procurement party and the supplier shall abide by the principles as stipulated
herein, and the procurement should be completed on the basis of guaranteeing the quality of the procured items and of the reasonable
price as agreed upon between both sides.

Article 40

Where the form of inquiry is adopted for procurement, the following procedure shall be abided by:

(1)

Formation of an inquiry team. The inquiry team shall comprise more than three members in odd number who are representative and relevant
experts of the procurement party, among them experts should account for no less than two-thirds (2/3) of the total number of its
members. The inquiry team should make stipulations regarding the price structure, the criterion for conclusion of transaction, and
other items of the procurement.

(2)

Listing the names of suppliers to be inquired. The inquiry team shall select no less than three suppliers from among those eligible
on the list in light of its procurement demand, and issue a notice of inquiry for them to offer price.

(3)

Inquiry. The inquiry team shall demand the inquired supplier to give a one-time offer without alteration.

(4)

Determination of the conclusive supplier. The procurement party shall select and determine the conclusive supplier under the principle
that the procurement requirements for amount, quality, service and lowest offer are all met and notify the result to all the other
failing participant suppliers.

Article 41

The procurement party or the procurement agency with its authority shall organize an inspection on how the supplier has performed
the contract. Where large-size or complex items for government procurement are involved, the state-certified quality testing organization
should be invited to participate in the inspection. All the members of the inspection party should sign their names on the certificate
of acceptance and bear the corresponding legal liability.

Article 42

The procurement party and the procurement agency shall keep in safe custody the procurement documents for each item under the government
procurement catalogue, and are prohibited from forging, altering, concealing or destroying any of them. The duration of custody of
procurement documents shall be at least 15 years counting from the date of completion of procurement.

Procurement documents include the record of procurement activities, budget for procurement, bid documents, tender documents, bid appraisal
standards, appraisal report, bid decision document, contract, certificate of acceptance, and response to inquiry, decision to settle
the complaint and other related documents and information.

The record of procurement activities shall at least contain the following contents:

(1)

category and name of the item to be procured;

(2)

budget for procurement, structure of funds and contract price;

(3)

form of procurement, and the reason if any form other than public bidding is adopted;

(4)

requirements and reasons set for the suppliers to be invited and selected;

(5)

bid appraisal standards, and the reason why the bid winner is determined;

(6)

reason for cancellation of the bid; and

(7)

corresponding record if any form other than public bidding is adopted.

Chapter V Government Procurement Contract

Article 43

Government procurement contracts shall be governed by the Contract Law. The rights and obligations of the procurement party and the
supplier shall be agreed upon in the form of contract under the principle of equality and voluntariness.

A procurement party may appoint any procurement agency to conclude, on its behalf, a government procurement contract with the supplier.
Where a contract is signed by a procurement agency in the name of the procurement party, the power of attorney issued by the procurement
party shall be required and treated as annex to the contract.

Article 44

A government procurement contract shall be made in writing.

Article 45

The procurement supervisory and administrative department under the State Council shall, in consultation with other departments thereunder,
stipulate what specific terms and conditions must be contained in a procurement contract.

Article 46

The procurement party, the bid winner and conclusive supplier shall, within 30 days after the issue of notices of winning the bid
and concluding the transaction, enter into a government procurement contract on the items as determined by the procurement documents.

The notices of winning the bid and concluding the transaction shall have binding force upon both the bid winner and the supplier.
If, after issue of the notices of winning the bid and concluding the transaction, the procurement party alters the results of bid
winning and conclusion of transaction, or the bid winner and the supplier give up the bid and the transaction, the breaching party
shall bear the legal liability according to law.

Article 47

The procurement party shall, within 7 business days after the date on which the government procurement contract is signed, submit
a copy thereof to the procurement supervisory and administrative department of the government at the same level for its record.

Article 48

The bid winner and the conclusive supplier may, with the approval of the procurement party, perform the contract in the form of sub-contract.

Where a government procurement contract is to be performed in the form of sub-contract, the bid winner and the conclusive supplier
shall be responsible to the procurement party in respect of the items procured and those sub-contracted, and the sub-conclusive suppliers
be responsible to the procurement party in respect of the items sub-contracted .

Article 49

In case the procurement party needs an increase of the same commodities, engineering works or services as the contracted subject in
the process of performance, supplementary contracts may be concluded with the procurement party, provided all the other terms and
conditions remain unchanged, and the total amount of such supplementary contract prices does not exceed 10% of the original contract
price.

Article 50

Both parties to a government procurement contract shall not alter, suspend or terminate the contract without mutual consent.

In case the continuous performance of a government procurement contract would do harm to the interests of the state and society, both
parties thereto shall alter, suspend or terminate the contract. The party with fault shall bear the liability of compensating the
other; if, however, both parties have faults, they shall bear their respective liability.

Chapter VI Query and Complaint

Article 51

When the supplier has any question about the government procurement activities, the question may be put to the procurement party,
and the procurement party shall give a reply but the reply must not involve any business secrete.

Article 52

Where the supplier deems that the procurement documents, the procurement process and the result of winning the bid and concluding
the transaction have infringed upon its rights and interests, he may, within 7 business days after he knows or should know such infringement,
raise a query in writing to the procurement party.

Article 53

The procurement party shall, within 7 business days after receipt of the written query, give a reply and notify in writing the query
supplier and other suppliers, but the reply must not involve any business secrete.

Article 54

Where the procurement party entrusts a procurement agency to make procurement on its behalf, the supplier may consult or make a query
of the procurement agency, and the latter shall give a reply to the former within the limit of authority as prescribed in Articles
51 and 53.

Article 55

If the query supplier is not satisfied with the reply given by the procurement party or its agency, or the procurement party or its
agency fails to give a reply within the given period of time, he may, within 15 business days after expiry of the given period, lodge
a complaint with the government procurement supervisory and administrative department of the people’s government at the same level.

Article 56

The government procurement supervisory and administrative department shall, within 30 business days after receipt of any complaint,
make a decision on the matter complained about and notify in writing the complainant and the persons involved in the complaint.

Article 57

When the government procurement supervisory and administrative department is dealing with the complaint, it may notify in writing
the procurement party to cease its procurement activity if the situation warrants it, provided the duration of suspension does not
exceed 30 days at longest.

Article 58

In case the complainant is not satisfied with the decision on his complaint or the government procurement supervisory and administrative
department fails to deal with the case within the time limit, the complainant may petition for administrative reconsideration or
lodge an administrative lawsuit at the people’s court.

Chapter VII Supervision and Inspection

Article 59

The government procurement supervisory and administrative department shall strengthen supervision and inspection of government procurement
activities and organizations in charge of centralized procurement.

Supervision and inspection shall include the following main items:

(1)

the implementation of the laws, administrative regulations and rules regarding government procurement;

(2)

the implementation of the requirements in respect of the scope, form and procedure of procurement; and

(3)

the professional quality and technical ability of the government procurement personnel.

Article 60

The government procurement supervisory and administrative department shall set up no organization for centralized procurement and
is not allowed to participate any procurement activities in connection with government procurement items.

The procurement agency should have no relationship of subordination to or other relationship of interest with the administrative organ.

Article 61

A centralized procurement organization should have a sound internal supervisory and administrative system. The procedures for making
and implementing decisions on procurement activities should be clearly defined, and the decision-makers and the implementers should
supervise and restrain each other. The functions and powers of the personnel responsible for procurement and those for examination
of contract and check and acceptance of procured goods should be expressly defined and separated.

Article 62

Personnel in charge of centralized procurement should have corresponding professional quality and technical ability, which meet the
requirements for one to hold a professional post as prescribed by the regulations of the government procurement supervisory and administrative
department.

The centralized procurement organization should strengthen education and training of its working personnel, and at a regular time
make appraisal of their professional l

CIRCULAR OF THE STATE ADMINISTRATION FOR INDUSTRY AND COMMERCE ON PROMPT AND EFFICIENT COMPLETION OF BUSINESS REGISTRATION CANCELLATION PROCEDURES

The State Administration for Industry and Commerce

Circular of the State Administration for Industry and Commerce on Prompt and Efficient Completion of Business Registration Cancellation
Procedures

GongShangQiZi [2001] No.238

August 29,2001

Administrations for industry and commerce in various provinces, autonomous regions, municipalities directly under the Central Government:

In recent years, some local governments have closed and repealed some enterprises in succession. Some enterprises lacking in adequate
knowledge of related enterprise registration administration laws and regulations did not duly complete the registration cancellation
procedures with competent authorities upon completion of their liquidation work, resulting in delayed cancellation of some enterprises.
To prevent similar problems from reoccurring, this circular on issues of enterprise registration cancellation is given as follows:

Each local administration of industry and commerce should conduct a special review of the enterprises which competent government authorities
have decided to close and repeal but whose registration still remains short of cancellation. As for enterprises that should have
cancelled their registration, related departments should be urged for prompt completion of the procedures. As for enterprises who
fail to complete the registration cancellation procedures due to unfinished settlement of their equity and liabilities, competent
departments of the enterprises and the liquidation group should be urged to speed up the settlement of equity and liabilities. Businesses
failing to effect the registration cancellation procedures on other grounds should actively coordinate with related departments to
find solutions to the impeding difficulties.

II.

Each local administration of industry and commerce should report this matter to the provincial, autonomous region or municipal government
for guidance on and support for its work in this regard and carefully implement the review of enterprises canceling their registration.

The State Administration for Industry and Commerce
2001-08-29

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DUI

DECISION OF NPC ON AUTHORIZING THE PEOPLE’S CONGRESS OF XIAMEN CITY AND ITS STANDING COMMITTEE AND THE PEOPLE’S GOVERNMENT...

PROVISIONAL MEASURES ON ADMINISTRATION OF DOMESTIC SECURITIES INVESTMENTS OF QUALIFIED FOREIGN INSTITUTIONAL INVESTORS(QFII)

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

ORGANIC LAW OF THE LOCAL PEOPLE’S CONGRESS AND LOCAL PEOPLE’S GOVERMENTS

INTERPRETATION BY THE STANDING COMMITTEE OF THE NATIONAL PEOPLE’S CONGRESS REGARDING THE FIRST PARAGRAPH OF ARTICLE 384 OF THE CRIMINAL LAW

AGREEMENT BETWEEN THE PEOPLE’S REPUBLIC OF CHINA AND BOSNIA AND HERZEGOVINA ON THE PROMOTION AND PROTECTION OF INVESTMENTS

SUPPLEMENTARY CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON RELEVANT ISSUES CONCERNING THE ADMINISTRATIVE MEASURES AND THE WORKING RULES FOR THE COLLECTION AND PAYMENT OF INCOME TAX OF ENTERPRISES WITH FOREIGN INVESTMENT AND FOREIGN ENTERPRISES

ORGANIC LAW OF THE NATIONAL PEOPLE’S CONGRESS

CIRCULAR OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE ON RELEVANT ISSUES CONCERNING THE REGISTRATION OF FOREIGN EXCHANGE BY DIRECT FOREIGN INVESTMENT

GOVERNMENT PROCUREMENT LAW OF THE PEOPLE’S REPUBLIC OF CHINA

CIRCULAR OF THE STATE ADMINISTRATION FOR INDUSTRY AND COMMERCE ON PROMPT AND EFFICIENT COMPLETION OF BUSINESS REGISTRATION CANCELLATION PROCEDURES

CONSTITUTION ACT, 1982 – page 22

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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