Facebook
Home Deportation Attorney

Deportation Attorney

CIRCULAR OF THE MINISTRY OF COMMERCE AND CHINA EXPORT & CREDIT INSURANCE CORPORATION ABOUT USING THE EXPORT CREDIT INSURANCE TO FURTHER SUPPORT THE EXPORT OF FARM PRODUCTS

Circular of the Ministry of Commerce and China Export & Credit Insurance Corporation about Using the Export Credit Insurance to
Further Support the Export of Farm Products

Shang Mao Han [2006] No.80

The authorities of commerce in charge in all provinces, autonomous regions, municipalities directly under the Central Government,
and cities separately designated in the state plan, as well as Xinjiang Production and Construction Corps, all business agencies
of China Export & Credit Insurance Corporation:

This year Japan and EU carried out new food safety regulations sequentially which raise the threshold of market access of food and
farm products by a great margin, as a result the export of our farm products faces greater challenges. Expanding the export of superior
farm products is not only an efficient way that can help to increase farmers’ income, promote the agricultural restructuring and
resolve the problem of agriculture, rural areas, and farmers (“Sannong” for short herein), but an important reflection of the implementation
of the scientific view of development and the change of the growth pattern of foreign trade. Whereas this year is the first year
of the “11th Five-Year Plan”, in order to implement the spirit of the Several Opinions of the Central Committee of the Communist
Party of China and the State Council on Promoting the Construction of New Socialist Countryside (Zhong Fa [2006] No.1), build rural
harmonious society, strengthen the support of the “Sannong” work, further enhance the export of superior farm products, strengthen
the export credit risk management of the enterprises in the business of farm product export and improve the international competitiveness
of these enterprises, the relevant issues on using export credit insurance to support the export of farm products are hereby notified
as follows:

1.

To establish the working mechanisms supporting the export of farm products. The authorities of commerce in charge at various levels
and all agencies of China Export & Credit Insurance Corporation shall establish effective working mechanism of communication
and coordination, find out the situation of the enterprises in the business of farm product export and take pertinent policies and
measures on export credit insurance to support the export of farm products actively.

2.

To strengthen publicity and encourage enterprises to actively cover the export credit insurance. The local authorities of commerce
in charge shall strengthen publicity through multiple channels. The regions with mature conditions may adopt corresponding supportive
measures in light of the actual situation and encourage the enterprises in the business of farm product export to use the financial
instrument of policy export credit insurance in order to evade the risks in export proceeds of foreign exchange, upgrade their own
credit rating, expand the export scale and improve the international competitiveness.

3.

To alleviate the fund shortage of farm product enterprises and upgrade the credit rating thereof. China Export & Credit Insurance
Corporation will continue actively assisting the enterprises in the business of farm product export in resolving the problem of fund
shortage by means of financing under insurance and other products. The credit-trade cooperation and credit-bank cooperation shall
be strengthened so that a matching financing system to support the farm product export may developed gradually. The trade financing
of the enterprises in the business of farm product export shall be strengthened; and the credit rating of the enterprises shall be
improved constantly.

4.

To provide value-added services in respect of credit insurance for farm product enterprises. China Export & Credit Insurance
Corporation will keep on providing traditional export credit insurance services as well as a package of assembling products, like
pre-shipment risk guarantee, export-related domestic credit insurance, and guarantee products that match the export credit insurance.
The export buyer management mechanism for enterprises meeting conditions shall be established. The online business operation system
of “All in Credit Insurance” shall be put into operation. And such value-added services as country risk report, industrial analysis
report and risk management recommendation shall be given priority to.

5.

To provide convenient services for small- and medium-size enterprises in the business of farm product export. China Export &
Credit Insurance Corporation shall cancel the insurance threshold, simplify the formality and provide convenient services for small-
and medium-size enterprises in the business of farm product export. All agencies of China Export & Credit Insurance Corporation
shall, in light of the actual situation of the local small- and medium-size enterprises, provide comprehensive insurance products
therefor, and offer such preferential services as primary coverage, flexible rate, rapid settlement of claim and compensation in
advance in accordance with the insurance-worthy export volume where conditions permit.

All entities concerned shall study and carry out the relative work seriously, and also keep track of and find out the new situations
and problems arising in the work of export credit insurance of farm products in time. These entities shall feed the relative situation
back to the Ministry of Commerce (Foreign Trade Department) and China Export & Credit Insurance Corporation (Business Development
Department) at any time.

Ministry of Commerce

China Export & Credit Insurance Corporation

July 28th, 2006



 
Ministry of commerce, China Export & Credit Insurance Corporation
2006-07-28

 






PROVISIONS ON MANAGING THE IMPORT AND EXPORT OF PROTEIN ASSIMILATION PREPARATION AND PEPTIDE HORMONE (FOR TRIAL IMPLEMENTATION)

Decree of the State Food and Drug Supervision Administration, the General Administration of Customs and the State General Administration
of Sports

No.25
Provisions on Managing the Import and Export of Protein Assimilation Preparation and Peptide Hormone (For Trial Implementation) have
been passed upon deliberation by the State Food and Drug Supervision Administration, the General Administration of Customs and the
State General Administration of Sports and are hereby promulgated in line with the decree order of the State Food and Drug Supervision
Administration and shall enter into force as of September 1, 2006.
Commissioner of the State Food and Drug Supervision Administration Shao Mingli

Director of the General Administration of Customs Mu Xinsheng

Commissioner of the State General Administration of Sports Liu Peng

July 28, 2006

Provisions on Managing the Import and Export of Protein Assimilation Preparation and Peptide Hormone (For Trial Implementation)

Article 1

Pursuant to the stipulations in the Law of the People’s Republic of China on Administering Pharmaceutical Products, the Customs Law
of People’s Republic of China, the Provisions on Anti-doping and other relevant laws and administrative regulations, these provisions
are hereby formulated to strengthen management of import and export of protein assimilation preparation and peptide hormone.

Article 2

The State shall implement a license control management over the import and export of protein assimilation preparation and peptide
hormone.

Article 3

Dealers engaging in the import of protein assimilation preparation and peptide hormone shall file application with State Food and
Drug Supervision Administration.

Article 4

Dealers engaging in the import of protein assimilation preparation and peptide hormone for medical purpose shall submit materials
as follows:

(1)

Application Form for Drug Import;

(2)

the duplicate of purchasing contract or purchasing order;

(3)

the duplicate of the Drug Import Registration Certificate (or the Pharmaceutical Product Registration Certificate) (original or copy);

(4)

the duplicates of License for Pharmaceutical Trading, Business License for Enterprises as Legal Persons, Certificate of Approval for
Enterprises with Foreign Trade Rights (Registry Form for Foreign Trade Dealers), Certificate of Organization Code of the importers;
pharmaceutical enterprises engaging in import of pharmaceutical raw materials and preparation intermediate (including domestic preparation
for package use) for self-use purpose shall submit duplicates of License for Pharmaceutical Production, Business License for Enterprises
as Legal Persons and Certificate of Organization Code;

(5)

Holders of the Drug Import Registration Certificate (or the Pharmaceutical Product Registration Certificate) who entrust other companies
to export pharmaceuticals shall present entrustment letter of export.

All duplicates mentioned above should be covered with the seal of the importers.

Article 5

For importing protein assimilation preparation and peptide hormone for education, scientific and research purpose, the importers
shall submit materials as follows:

(1)

Application Form for Drug Import;

(2)

the duplicate of purchasing contract or purchasing order;

(3)

the legal qualification certification of the user enterprises, the calculating basis of the pharmaceuticals usage and lawful letter
of guarantee for legal use and management of the pharmaceuticals produced by the user enterprises;

(4)

documents of approval of relevant scientific projects or approval documents of the corresponding administrative department;

(5)

Importers who act as trustees of the end user enterprises shall present the duplicate of commission agreement and duplicates of Business
License for Enterprises as Legal Persons, Certificate of Approval for Enterprises with Foreign Trade Rights (Registry Form for Foreign
Trade Operators) and Certificate of Organization Code of the importers.

All duplicates mentioned above should be covered with the seal of the importers.

Article 6

Besides the materials as prescribed in Items 1, 3 and 5 of Paragraph 1 of Article 5 , domestic enterprises, who apply for the import
of protein assimilation preparation and peptide hormone due to the need of conducting production on commission from enterprises abroad,
shall submit the certification which shows that they have filed with the drug (food) supervision and administration department at
provincial, autonomous regional and municipal level at their respective localities.

All duplicates mentioned above should be covered with the seal of the importers.

Article 7

The State Food and Drug Supervision Administration shall make decision whether to approve import or not within 15 working days as
of the day on which they receive the import application and the relevant materials. Where the application is approved, the State
Food and Drug Supervision Administration shall issue the License of Import for pharmaceuticals. Where the application is disapproved,
the State Food and Drug Supervision Administration shall account for in written form.

Article 8

Upon the strength of the License of Import for pharmaceuticals, the importers shall declare to customs in the ports which are authorized
with the right to import pharmaceuticals. The customs shall examine and handle customs formalities in accordance with the License
of Import for pharmaceuticals. There is no need to fill in the form of import of pharmaceuticals going through customs formalities
when applying for import of protein assimilation preparation and peptide hormone.

Article 9

For importing protein assimilation preparation and peptide hormone (including products available in China for the first time) for
medical purpose, the importers shall fill in the Inspection Form of Drug Import timely after going through the import formalities.
Then with the Drug Import Registration Certificate (or the Pharmaceutical Product Registration Certificate) (original or copy) and
the License of Import for pharmaceuticals (original), the importers shall submit two copies of the following materials to the drug
(food) supervision and administration department of the import port to apply for the Port Inspection Advice of Drug Import:

(1)

duplicates of Drug Import Registration Certificate (Pharmaceutical Product Registration Certificate) (original or copy) and License
of Import for pharmaceuticals;

(2)

duplicates of License for Pharmaceutical Trading or License for Pharmaceutical Production, and Business License for Enterprises as
Legal Persons of the importers;

(3)

the duplicate of certificate of original;

(4)

the duplicate of the purchasing contract;

(5)

duplicates of packing list, bill of lading and freight invoice;

(6)

the duplicate of the quality inspection report produced by the manufacture;

(7)

the instruction, package and label pattern of pharmaceuticals (excluding pharmaceutical raw materials and intermediate);

All duplicates above should be covered with the seal of the importers.

Article 10

The drug (food) supervision and administration department, when receive the Inspection Form of Drug Import and other relevant materials,
shall return the original Drug Import Registration Certificate (or Pharmaceutical Product Registration Certificate) (original or
copy) and License of Import for pharmaceuticals to the importers after examination and issue the Port Inspection Advice of Drug Import
to the port drug inspection institute in charge of the inspection the day on which they receive the materials and attach the materials
as prescribed in Article 9 of these Provisions.

Port drug inspection institute shall contact with the importers to draw samples in the storage spot within 2 working days since they
receive the Port Inspection Advice of Drug Import. Then they shall mark “sampled” on the back of the first page of the Drug Import
Check and Examination of Port and cover the seal of the inspection institute.

Article 11

The import of protein assimilation preparation and peptide hormone for teaching and research purposes and for meeting the need of
production of domestic enterprises entrusted by foreign enterprises is exempted from inspection.

Article 12

Port drug (food) supervision and management departments shall report to the State Food and Drug Supervision Administration under
any of the following conditions:

(1)

Port drug (food) supervision and management department refuses to issue the Port Inspection Advice of Drug Import in accordance with
stipulations in Article 17 of the Provisions on Management of Drug Import (Decree No.4of the State Food and Drug Supervision Administration
and General Administration of Customs)

(2)

Port drug inspection institutes refuses to draw samples in accordance with the stipulations in Article 25 of the Provisions on Management
of Drug Import.

Port drug (food) supervision and management department shall take other mandatory administrative measures of detaining and sealing
up towards the imported pharmaceuticals that conform to the stipulations in the previous article. They shall make decisions of approval
of return within 7 days since the pharmaceuticals are detained and sealed up and inform the importers to handle the License of Import
pharmaceuticals according to procedures of exporting protein assimilation preparation and peptide hormone as stipulated in these
Provisions and sent all the imported pharmaceuticals back to the exporting country.

Port drug (food) supervision and administration department is authorized to destroy the detained and sealed up pharmaceuticals under
the condition that importers fail to response or express the wish of returning the pharmaceuticals to the exporting country in a
clear and definite way.

Article 13

Under the condition that the imported protein assimilation preparation and peptide hormone are proved to fail to reach the quality
standard by the port drug (food) supervision and administration department after inspection, the importers shall report all detailed
information about the circulation and use of all imported pharmaceuticals to the port drug (food) supervision and administration
department within 2 days since they receive the Port Inspection Advice of Drug Import.

Port drug (food) supervision and administration department shall take mandatory administrative measures of detaining and sealing up
all pharmaceuticals immediately when receive the Port Inspection Advice of Drug Import and decide whether or not file a suit within
7 days.

Under the condition that importers fail to propose a reconsideration or the pharmaceuticals still do not reach the standard upon reconsideration,
the port drug (food) supervision and management departments shall make decision to approve of the return of the pharmaceuticals and
inform the importers to obtain the License of Import for pharmaceuticals according to procedures for importing protein assimilation
preparation and peptide hormone as stipulated by these Provisions and sent back all the imported pharmaceuticals to the original
exporting countries. The port drug (food) supervision and administration department shall destroy all the imported pharmaceuticals
under the condition that the importers fail to respond or express the wish of returning the pharmaceuticals in a clear and definite
way within 10 days since the decision of approval of returning is made.

As for pharmaceuticals that reach the standard upon the reconsideration, the port drug (food) supervision and administration department
shall remove the mandatory administrative measures of detaining and sealing up.

Port drug (food) supervision and administration department shall, in line with the stipulations in Items 2, 3 and 4 of this article,
immediately report to the State Food and Drug Supervision Administration. In the meantime, drug (food) supervision and administration
departments at the provincial, autonomous regional and municipal levels as well as other port drug (food) supervision and administration
departments shall also be informed.

Article 14

When domestic pharmaceutical production enterprises, pharmaceutical trading enterprise and medical organizations purchase imported
protein assimilate n preparation and peptide hormone, the suppliers shall provide the purchasers with the duplicate of the Drug Import
Registration Certificate (or the Pharmaceutical Product Registration Certificate), the duplicate of License of Import for pharmaceuticals
and the duplicate of the Port Inspection Advice of Drug Import and cover the seal of the suppliers on all these materials.

Article 15

For exporting protein assimilation preparation and peptide hormone, the exporters shall file application to the local drug (food)
supervision and administration department at levels of provinces, autonomous regions and municipals directly under the central government
and submit materials as follows:

(1)

Application Form of Drug Export;

(2)

the license of import original (or the duplicate and notarial certification) produced by the drug administrative department of the
importing countries or regions;

As regards countries and regions which do not adopt the licensing system in the import of protein assimilation preparation and peptide
hormone, the exporters shall present certification (original) which proves that the import of pharmaceuticals of this type is exempted
from license as well as one of the following document:

a. the certification (or the duplicate and notarial certification) which shows the approval of import of pharmaceuticals of this type
produced by the drug administrative department of the importing countries or regions;

b. the legal qualification certification original and legal certificate original of the usage of the pharmaceuticals (or the duplicate
and notarial certification);

(3)

the duplicate of purchasing contract or order(excluding enterprises which export their own products);

(4)

the duplicate of export contract or order;

(5)

As regards the pharmaceuticals which are approved of being produced by domestic pharmaceutical enterprises, exporters must provide
the duplicate of License for Pharmaceutical Production, Business License for Enterprises as Legal Persons and certification of the
approval the pharmaceuticals; as regards the export of pharmaceuticals which are produced by domestic enterprises upon entrustment
by foreign enterprises, exporters must submit the duplicate of certification which shows that they have filed the record to the drug
supervision and administration department at the provincial autonomous regional and municipal level at their respective regions;

(6)

duplicates of Business License for Enterprises as Legal Persons, Certificate of Approval for Enterprises with Foreign Trade Rights
(Registry Form for Foreign Trade Dealers), Certificate of Organization Code of the exporters;

All duplicates above should be covered with the seal of the exporters.

Article 16

As regards the return of the imported pharmaceuticals in line with the Article 12 and Article 13 of these Provisions, importers
shall submit materials as follows when applying for License of Import for pharmaceuticals:

(1)

the certification of application for the return of the pharmaceutical produced by the original exporters of the exporting country;

(2)

License of Import pharmaceuticals.

Article 17

The drug supervision and administration departments at the provincial autonomous regional and municipal level shall make decisions
on whether to approve export or not with 15 working days since they receive the application for export and the relevant materials.
Where the application is approved, they shall issue License of Export for pharmaceuticals. Where the application is disapproved,
the drug supervision administrative departments shall inform the exporters in writing and account for the disapproval.

As regards the application for License of Export for pharmaceuticals in line with the stipulations in Article16 of these Provisions,
the license issuing department shall mark “commodities returned” on the License of Export for pharmaceuticals

Article 18

In line with License of Export for pharmaceuticals issued by the drug supervision and administration department at the provincial,
autonomous regional and municipal level, the exporters shall declare to customs and submit export. The customs shall go through customs
formalities, examination and clearance based on the License of Export for pharmaceuticals.

Article 19

The importers and exporters shall submit one more custom declaration and apply to customs to sign it off when going through the formalities.
The customs, in accordance with the License of Export for pharmaceuticals and License of Import for pharmaceuticals, shall cover
the seal of “checked off” on this custom declaration and return it to the importers and exporters. The customs shall charge a certain
amount of production cost.

Within 1 month since the import and export is implemented, the importers and exporters shall return the first page of the License
of Export and License of Import for pharmaceuticals and the customs declaration with the seal covered by the customs to the license
issuing department.

As regards the enterprises that obtain the license of import and export but do not engage in foreign trade, the license shall be returned
to the license issuing department within 1 month since the license reaches its validity

Article 20

Validity period of License of Import is one year; validity period of License of Export for pharmaceuticals does not exceed 3 months
(validity period may not go beyond the same year)

License of Export and License of Import for pharmaceuticals are one-off licenses which can be used only once within the validity period.
The contents of the licenses may not be altered. The importers and exporters with License of Export and License of Import originals
are permitted to apply for license alternation once under the condition that a postponement of import and export is unavoidable.

Article 21

For the loss of License of Export and License of Import for pharmaceuticals, the importers and exporters shall report the loss immediately
to the license issuing department. The license issuing department shall inform the customs and reissue the licenses under the condition
that no harmful consequence occurs.

Article 22

License of Export for pharmaceuticals and License of Import for pharmaceuticals shall be uniformly printed by the State Food and
Drug Supervision Administration.

Article 23

For the import and export of protein assimilation preparation and peptide hormone in the form of processing trade, customs shall,
in line with License of Export for pharmaceuticals and License of Import for pharmaceuticals, implement inspection and clearance
of the pharmaceuticals and carry out supervision. Where the export of pharmaceuticals might not be conducted due to special reasons,
the customs shall hand over the pharmaceuticals to the drug (food) supervision and administration department at the locality of the
pharmaceuticals and handle write-off formalities in light of relevant certification materials.

Article 24

As regards the import and export of protein assimilation preparation and peptide hormone between the bounded zones, export processing
zones, other special areas supervised by the customs, bounded supervision areas and the special areas supervised by the customs,
bounded supervision areas abroad under the supervision of the customs, License of Export for pharmaceuticals and License of Import
for pharmaceuticals shall be exempted and the customs’ supervision shall be conducted.

The protein assimilation preparation and peptide hormone’s entry into the outside areas in China from the bounded zones, export processing
zones, other special areas supervised by the customs and bounded supervision areas should apply for License of Import for pharmaceuticals.

The protein assimilation preparation and peptide hormone’s entry into the bounded zones, export processing zones, other special areas
supervised by the customs and bounded supervision areas from outside areas in China should apply for License of Export for pharmaceuticals.

Article 25

The customs shall, in accordance with the relevant regulations on the prescriptions issued by health care authorities and the prescriptions
of health care organization, inspect and clear on the protein assimilation preparation and peptide hormone which are carried or delivered
by post for the individual medical self-use purpose within a reasonable amount limit.

Article 26

Unless it is otherwise provided in these Provisions, the import, port inspection and supervision on the protein assimilation preparation
and peptide hormone for medical purpose shall refer to the relevant stipulations on import of pharmaceuticals in the Provisions of
Management on Drug Import.

Article 27

The protein assimilation preparation and peptide hormone imported for medical purpose in these Provisions refer to the protein assimilation
preparation and peptide hormone that are proposed to be used as production preparation or be sold in the market within China.

Importers refer to those importers that are marked on the License of Import for Pharmaceuticals obtain in line with these Provisions.

Exporters those exporters that are marked on the License of Export for Pharmaceuticals obtain in line with these Provisions.

Article 28

These Provisions shall enter into force as of September 1, 2006. Announcement on the Management of Import and Export of Protein Assimilation
Preparation and Peptide Hormone (Guo Shi Yao Jian An [2004] No.474) promulgated by the State Food and Drug Supervision Administration
on September 30, 2004 shall be concurrently repealed.



 
The State Food and Drug Supervision Administration, The General Administration of Customs, The State General Administration
of Sports
2006-07-28

 






REPLY OF THE STATE ADMINISTRATION FOR INDUSTRY AND COMMERCE ON THE RELATED MATTERS ON THE ESTABLISHMENT OF BRANCHES BY NON-CORPORATE BRANCHES

Reply of the State Administration for Industry and Commerce on the Related Matters on the Establishment of Branches by Non-corporate
Branches

Gong Shang Qi Zi [2006] No.144

Sichuan Administration for Industry and Commerce:

We have received the Request for Instructions on Whether the Application of Law is Appropriate in Investigating and Punishing the
Establishment of Power Supply Stations by Power Supply Enterprises on the County Level (Chuan Gong Shang Ban [2006] No.125) sent
by your Bureau. Upon deliberation, we hereby give the following reply:

The punishment provision of Item 1, Paragraph 1 of Article 63 of the Detailed Rules for the Implementation of the Regulations of
the People’s Republic of China on Administration of the Registration of Enterprises As Legal Persons shall apply to the act of setting
up branches without examination and approval and starting business without authorization by non-corporate branches.

The State Administration for Industry and Commerce

July 28, 2006



 
The State Administration for Industry and Commerce
2006-07-28

 






WORKING RULES OF THE LISTED COMPANY MERGER AND REORGANIZATION EXAMINATION COMMITTEE OF CHINA SECURITIES REGULATORY COMMISSION

Circular of China Securities Regulatory Commission on Promulgating the Working Rules of the Listed Company Merger and Reorganization
Examination Committee of China Securities Regulatory Commission Zheng Jian Fa [2006] No. 83

For the purpose of ensuring the openness, justice and impartiality of the surveillance over the merger and reorganization of listed
companies, and enhancing the quality and transparency of the surveillance over the merger and reorganization, China Securities Regulatory
Commission establishes the Listed Company Merger and Reorganization Examination Committee in accordance with the relevant provisions
on the merger and reorganization of listed companies, and formulates the Working Rules of the Listed Company Merger and Reorganization
Examination Committee of China Securities Regulatory Commission, which are hereby promulgated, and shall come into force as of the
date of promulgation. China Securities Regulatory Commission July 25, 2006 Working Rules of the Listed Company Merger and Reorganization Examination Committee of China Securities Regulatory Commission Chapter I General Rules Article 1 For the purpose of ensuring the openness, justice and impartiality of the surveillance over the merger and reorganization of listed
companies, and improving the quality and transparency of the surveillance over the merger and reorganization, these Rules are formulated
in accordance with the relevant provisions regarding the merger and reorganization of listed companies. Article 2 China Securities Regulatory Commission (hereinafter referred to as CSRC) has established the Listed Company Merger and Reorganization
Examination Committee (hereinafter referred to as the Reorganization Committee). In accordance with the Company Law of the People’s
Republic of China, the Securities Law of the People’s Republic of China, other laws and administrative regulations as well as the
provisions of the CSRC, the Reorganization Committee shall examine the mergers and reorganizations that shall be submitted for deliberation
upon relevant provisions or provide consultancy opinions for them.

Where an applicant dissatisfies with the decision as delivered by the Department of Listed Company Supervision of the CSRC concerning
the merger and reorganization thereof, he may apply to submit the said merger and reorganization to the Reorganization Committee
for deliberation. Article 3 The Reorganization Committee will implement the duties by executive meetings, and vote on the applications for the merger and reorganization
of listed companies by ballots, and then bring forward the examination opinions. Article 4 The CSRC shall be in charge of the routine administration of the Reorganization Committee affairs, as well as the examination and
surveillance on the Reorganization Committee members.

The deliberation procedures of the Reorganization Committee shall be publicized to the society, and be subject to surveillance in
accordance with relevant laws. Chapter II Composition Rules Article 5 The Reorganization Committee shall comprise of the professionals from the CSRC and the relevant guild as well, and the members thereof
shall not be in excess of 25. Article 6 The Reorganization Committee members will be designated by the CSRC, with each term of one year, and one can be re-designated but
with not more than three consecutive terms. Article 7 A member of the Reorganization Committee shall satisfy the requirements as follows: (1) he shall observe the principles, be clean and honest, and strictly follow the laws, administrative regulations and rules of the state; (2) he shall have just characters and fine professional ethics, have no record of bad practice, and have not been punished by the CSRC
or any other competent authority because of any securities violation; (3) he shall be familiar with state macro-economic policies, and have good professional qualities and professional proficiency; and (4) he shall be accomplished in the Company Law, the Securities Law as well as the laws and regulations on the merger and reorganization
of listed companies, have working experiences of securities market research, management or practice for a long time, and have a fairly
deep research on the merger and reorganization of listed companies. Article 8 In case any of the following circumstances occurs to any member of the Reorganization Committee, he will be dismissed by the CSRC: (1) he is in violation of the laws, administrative regulations, rules or any the discipline for the examination work of the Reorganization
Committee; (2) he fails to industriously perform the duties under the provisions of the CSRC, fails to attend the executive meetings of the Reorganization
Committee for two times without a justifiable reason or is unable to attend the said meeting for three consecutive times; (3) he files a application in written form for resignation, or is unfit for acting as the member because of the alteration of his post; (4) he seriously abuses his authorities or in violation of the laws, regulations or any discipline of the Reorganization Committee within
his term of office; or (5) Other circumstances under which he is unfit for acting as the member of the Reorganization Committee.

The dismissal of a member of the Reorganization Committee may not be limited by whether his term of office expires. the CSRC shall
assign a new member in a timely manner after dismissal of a member of the Reorganization Committee. Chapter III Duties of Members Article 9 The Reorganization Committee members shall take the responsibilities of examining the mergers and reorganizations of listed companies
as submitted by the Department of Listed Company Supervision of the CSRC in accordance with the relevant laws, administrative regulations
and ministerial rules of the state as well as the relevant provisions of the CSRC or providing consultancy opinions for them. Article 10 The Reorganization Committee members shall implement their duties in accordance with relevant laws, bring their deliberation opinions
independently and exercise their right to vote, and have the rights to consult the examination materials as required for the performance
of duties by the CSRC. Article 11 Any member of the Reorganization Committee may neither use his work to seek for interests for himself or someone else directly or
indirectly by the non-public information to which he has the access, nor may he provide the consulting information concerning the
purchase or sales of securities to any entity or individual. Article 12 The Reorganization Committee members shall obey the provisions as follows: (1) he shall attend the meetings of the Reorganization Committee as required, and be industrious in the examination work; (2) he shall keep the state secrets and the business secrets of the applicants; (3) he may not divulge any of the contents as discussed at the meetings of the Reorganization Committee, the voting information or other
relevant information; (4) he may not use the identity of Reorganization Committee members or the non-public information that he has access to in the performance
of duties for seeking for interests for himself or someone else directly or indirectly; (5) he may not accept the gifts given by any party concerned in the merger or reorganization, any professional institution as employed
by the said party or any other relevant person, or privately contact any of the aforesaid institutions or individuals; (6) he may not collude with any other Reorganization Committee member for voting or misleading the voting of any other Reorganization
Committee member; (7) he may not participate in the activities as organized by any department or entity other than the CSRC in the name of Reorganization
Committee members, or seek for the interests in the name of Reorganization Committee members; or (8) Other relevant provisions as prescribed by the CSRC. Article 13 When deliberating the mergers and reorganizations or delivering consultancy opinions, the Reorganization Committee members shall perform
a system of withdrawal. A member shall request the withdrawal in a timely manner in case he is under any of the interested relationships
as follows: (1) Any of his family member is acting as the director (including the independent director, similarly hereinafter), supervisor, manager
or any other senior manager in any party concerned in the merger or reorganization or any professional institution as employed by
the said party, or his employer has ever offered relevant professional consultancy to any party concerned in the merger or reorganization,
which may affect his fair performance of duties; (2) Any of his family member is acting as a senior manager in an entity that has competition with any party concerned in the merger or
reorganization or any professional institution as employed by the said party, which may affect his fair performance of duties; (3) He has ever contacted any party concerned in the merger or reorganization or any professional institution as employed by the said
party before the meeting of the Reorganization Committee is held, and which may affect his fair performance of duties; or (4) Any other circumstance as confirmed by the CSRC that may cause the interested relationship.

The family member as referred to in the preceding paragraph means the Reorganization Committee members’ spouses, parents, children,
brothers and sisters, as well as the parents of their spouses, spouses of their children, and spouses of their brothers and sisters
of. Article 14 A Reorganization Committee member, after having accepted the appointment, shall make a promise of observing the relevant provisions
and the disciplinary requirements of the CSRC for Reorganization Committee members, perform the duties carefully, and accept the
examination and surveillance of the CSRC. Chapter IV Working Rules Article 15 The Department of Listed Company Supervision of the CSRC shall be the executive institution of the Reorganization Committee, and have
the responsibility of arranging the conferences of the Reorganization Committee, delivering examination materials, recording conference
minutes, working out conference summaries, keeping filings and carrying out other relevant conference matters.

The CSRC shall pay the expenses as needed for the deliberation work of the Reorganization Committee. Article 16 Where the Reorganization Committee deliberates any major reorganization of assets, the Department of Listed Company Supervision of
the CSRC shall send the conference circular, the application materials and the preliminary examination report to the members attending
the meeting for the acknowledge of receipt three days before the meeting of the Reorganization Committee is held.

With respect to any other issue concerning merger and reorganization as deliberated by Reorganization Committee, the Department of
Listed Company Supervision may arrange the time and deliver the materials under the actual circumstances. Article 17 Where the Reorganization Committee implements the examination by the meeting of the Reorganization Committee, the number of the Reorganization
Committee members that attend the meeting shall be seven each time. Article 18 All members shall sign the statements that he has no contact with any party concerned in the merger or reorganization, any professional
institution as employed by the said party or any other relevant person before the meeting of the Reorganization Committee is held,
and submit the said statements to the functionary of the Department of Listed Company Supervision for preservation. Article 19 One convener shall be arranged for the meeting of the Reorganization Committee and he has the responsibilities of presiding over the
conference, heeding the examination reports and instructions as delivered by the preliminary examination personnel of the Department
of Listed Company Supervision, organizing the members that attend the meeting to deliver the examination opinions one by one, summarizing
the key examination opinions of the members, forming the examination opinions of the meeting of the Reorganization Committee to the
application for merger or reorganization, and publicizing the voting results. Article 20 A member of the Reorganization Committee shall verify the applications for mergers and reorganizations in an independent, objective
and fair manner under the laws, administrative regulations and the provisions of the CSRC. When making verification, he shall prepare
the working papers, and deliver his own examination opinions in light of the working papers and the discussions at the meeting as
well. Article 21 The Reorganization Committee may invite experts other than its members to attend the meeting and offer professional consultancy opinions
if it is necessary for deliberation, but the said experts may not participate in the voting. Article 22 The Reorganization Committee may require the parties concerned in the merger or reorganization or the professional institutions they
employed to attend the meeting, deliver their opinions and answer the questions brought forward by the members.

The questions, opinions or relevant statements as made by the members may not be disclosed by any party concerned in the merger or
reorganization or any professional institution they employed without consent. Article 23 Examination opinions shall be formed by the meeting of the Reorganization Committee upon sufficient discussions, and vote on the applications
shall be performed by ballots.

The mode of closed and disclosed votes shall be adopted for the voting. The votes will be classified into consent and objection. Where
five or more votes of consent are given for the examination opinions, it shall be deemed as having been passed, otherwise, the examination
opinions shall be deem as having been rejected.

When casting a vote of consent, this member may bring forward additional conditions, but shall explain the contents of such additional
conditions specifically; and when casting a vote of objection, he shall explain the reasons for objection. Article 24 The Department of Listed Company Supervision shall have the responsibilities of recording down the discussions at the meeting of the
Reorganization Committee. The participating members shall submit the working papers after the ending of the meeting of the Reorganization
Committee, and affix their signatures on the meeting minutes, examination opinions, voting results and other conference materials
for confirmation. Article 25 Where a scheme for merger or reorganization fails upon examination, if the listed company has revised and supplemented the said scheme
in light of the opinions as brought forward by the Reorganization Committee or produced a new scheme, the application materials can
be submitted again; where the scheme satisfies the requirements for merger and reorganization, it may be submitted to the Reorganization
Committee for assessment again. Chapter V Surveillance over the Work of the Reorganization Committee Article 26 The Reorganization Committee shall keep an objective, independent and impartial manner when deliberating the applications for the
merger and reorganization of listed companies or delivering consultancy opinions. If the deliberation opinions as brought forward
by the meeting of the Reorganization Committee are apparently different from the voting results, the Reorganization Committee may
be requested to make explanations and illustrations by the CSRC, and another meeting for the deliberation may be arranged again if
necessary. Article 27 Where any member of the Reorganization Committee neglects his duties, fails to deliver his deliberation opinions in an objective and
fair manner or commits any act against any discipline of the Reorganization Committee when deliberating an application for merger
or reorganization or delivering consultancy opinions, the CSRC shall talk with him and remind him. Article 28 The CSRC shall accept the tip-offs about the illegal or irregular acts that are committed by any member of the Reorganization Committee,
in case of any important clue, an investigation shall be made, and the CSRC shall also talk and remind the member, criticize or dismiss
him according to the investigation results. In case any crime constituted, this member shall be handed over to the judicial organ
for punishment. Article 29 Any party concerned in the merger or reorganization may not privately contact the Reorganization Committee members, provide gifts
to them or perform in any other way to disturb the work and affect the decision of the Reorganization Committee members. If any of
the aforesaid acts is committed, the relevant party concerned shall be criticized by the CSRC. In case of any serious circumstance,
the CSRC shall suspend the examination.

A professional institution as employed by any party concerned in the merger or reorganization shall have to urge the party concerned
to follow the aforesaid provisions. If any professional institution instigates, assists or participates in the aforesaid act of interfering
in the work of the Reorganization Committee, no professional report as submitted by this professional institution shall be accepted
by the CSRC for six months. Chapter VI Supplementary Rules Article 30 These Rules shall enter into force as of the promulgation date. The Working Rules of the Listed Company Merger and Reorganization
Examination Committee of China Securities Regulatory Commission (Zheng Jian Fa [2004] No. 41) promulgated on May 12, 2004 shall be
concurrently annulled. Article 31 These Rules are subject to the interpretation and revision of the CSRC.

Attachment:

Attachment 1: Statements as Made by the Members of the Listed Company Merger and Reorganization Examination Committee of China Securities
Regulatory Commission

Attachment 2: Working Papers for the Examination Work as Made by the Members of the Listed Company Merger and Reorganization Examination
Committee of China Securities Regulatory Commission

Attachment 3: Commitment Letter of Not Affecting or Disturbing the Examination Work of the Reorganization Committee as Made by the
Parties Concerned in the Merger and Reorganization and the Professional Institutions They Employed Attachment 1: Statements as Made by the Members of the Listed Company Merger and Reorganization Examination Committee of China Securities Regulatory
Commission I. I have (have not) privately contacted any party concerned in the merger or reorganization of listed companies under examination or
any professional institution it employed or any other relevant persons, have (have not) accepted any money, property or other interests
given by the abovementioned institution or individual. If yes, please explain it explicitly: II. No party concerned in the merger or reorganization of listed companies under examination or any professional institution it employed
or any other relevant persons has affected my own judgment to the affairs under examination by any indefensible means. If yes, please
explain it explicitly: III. Other matters that are necessary to be explained:

Signature:

Date:

Attachment:

List of Companies under Examination

Co., Ltd.

Co., Ltd.

Co., Ltd. Attachment 2: Working Papers for the Examination Work as Made by the Members of the Listed Company Merger and Reorganization Examination Committee
of China Securities Regulatory Commission

Name of the participating member:

Session of the meeting of the Reorganization Committee: Year / Session

Name of the listed companies to be merged or reorganized;

Items under examination: I. Personal examination opinions with regard to the issues and examination opinions brought forward to the members for attention in the
preliminary examination report, and the evidence for them; II. Whether the merger or reorganization has any problem other than those brought forward for attention in the preliminary examination
report, if yes, please explain: III. Whether the merger or reorganization has any significant problem that is necessary to be investigated and verified and will influence
the specific judgment, if yes, please explain:

Signature:

Date: Attachment 3: Commitment Letter of Not Affecting or Disturbing the Examination Work of the Reorganization Committee

This company is hereby making the following commitments: I. In the period of the application for this merger or reorganization, this company promises not to provide money, properties or other
interests to any member of the Reorganization Committee directly or indirectly, and promises not to affect the judgment of any member
of the Reorganization Committee on this merger or reorganization by any indefensible means. II. This company promises not to intervene in the examination work of the Reorganization Committee by any means. III. This company promises that all the statements are true, objective, accurate and brief, and do not include any content in no relation
to the examination of this merger or reorganization when being enquired of by the Reorganization Committee members at the meeting
of the Reorganization Committee. IV. If this company is in violation of any of the abovementioned commitments, it will assume all the legal liabilities incurred therefrom.

Promisee: (seal)

Person in-charge:

Date:



 
China Securities Regulatory Commission
2006-07-25

 






CONSTITUTION ACT, 1982 – page 22

NOTES (1) The enacting clause was repealed by the Statute Law Revision Act, 1893, 56-57 Vict., c. 14 (U.K.). It read as...

CONSTITUTION ACT, 1982 – page 21

CONSTITUTION ACT, 1982 – page 20

CONSTITUTION ACT, 1982 – page 19

CONSTITUTION ACT, 1982 – page 18

Disclaimer: There is no confidential attorney-client relationship formed by using Laws.com website and information provided on this site is not legal advice. For legal advice, please contact your attorney. Attorneys listed on this website are not referred or endorsed by this website. By using Laws.com you agree to Laws.com Terms Of Use.
Facebook
© LAWS.COM NETWORK 2023-2024