PROTECTION OF CULTURAL RELICS LAW

Law of the People’s Republic of China on Protection of Cultural Relics

Law of the People’s Republic of China

CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON ISSUES RELATING TO THE TAX TREATMENT OF ENTERPRISES WITH FOREIGN INVESTMENT WHICH FOREIGN INVESTOR’S CAPITAL CONTRIBUTION LOWER THAN 25%

The State Administration of Taxation

Circular of the State Administration of Taxation on Issues Relating to the Tax Treatment of Enterprises with Foreign Investment which
Foreign Investor’s Capital Contribution Lower than 25%

GuoShuiHan [2003] No. 422

April 18, 2003

State tax bureaus and local tax bureaus of provinces, autonomous regions and municipalities directly under the Central Government,
municipalities separately listed on the State plan:

For facilitating localities to accurately understand, carry out and implement the Circular of the MOFTEC, the State Administration
of Taxation, the State Administration for Commerce and Industry, and the State Administration of Foreign Investment on Issues Relating
to Strengthening the administration over the Examination and Approval, Registration, Foreign Exchanges and Taxes of Enterprises with
Foreign Investment (WaiJingMaoFa [2002] No.575), here is to clarify the issues relating to the tax treatment of the newly-established
enterprises with foreign investment with actual capital contributions by foreign investors lower than 25% (hereinafter referred to
as enterprises that foreign investment lower than 25%):

Issues on applicable tax system. The applicable tax system to enterprises that foreign investment lower than 25% shall be the same
as that to domestic enterprises without enjoying the preferential tax treatment granted to enterprises with foreign investment, unless
otherwise provided for by the State Council.

II.

Issues on tax registration. Enterprises that foreign investment lower than 25% shall be treated as domestic enterprises when handling
with tax registration, unless otherwise provided for by the State Council.

Please abide by and implement the present Circular.

The State Administration of Taxation
2003-04-18

MEASURES FOR MANAGEMENT OF PATENT AGENCIES

The State Intellectual Property Office

Order of the Director of the State Intellectual Property Office

No.30

In order to regulate management and supervision of the patent agency industry, the Measures for Management of Patent Agencies are
formulated and hereby promulgated. The Measures shall come into force on July 15, 2003.

The Measures on Approving the Establishment of Patent Agencies (for Interim Implementation) promulgated by No.23 Order of the State
Intellectual Property Office will be abolished at the same time.

Director of the State Intellectual Property Office Wang Jingchuan

June 6, 2003

Measures for Management of Patent Agencies

Chapter I General Provisions

Article 1

In order to perfect the system of patent agencies, maintain the normal order of patent agency industry and guarantee the practice
of by the patent agencies and patent agents by force of law, the Measures are formulated according to the Patent Law, the Regulations
on Patent Agencies and the relevant provisions of the State Council.

Article 2

The State Intellectual Property Office and the intellectual property offices of the provinces, autonomous regions and municipalities
directly under the Central Government shall manage and supervise patent agencies and patent agents according to the Patent Law, the
Regulations on Patent Agencies and the Measures.

All China Association of Patent Agents shall organize and guide patent agencies and patent agents to perform the Patent Law, the Regulations
on Patent Agencies and the Measures by example, regulate professional conducts, strictly adopt professional self regulation, and
increasingly improve professional service level.

Chapter II Establishment, Modification, Close-up and Revocation of Patent Agencies and their office

Article 3

the organization form of patent agencies shall be a partnership patent agency or a limited liability patent agency. A partnership
patent agency shall be jointly invested and initiated by at least 2 persons, and a limited liability patent agency shall be jointly
invested and initiated by at least 5 persons.

Partners of the partnership patent agency shall bear unlimited joint liability for the debts of the patent agency; partners of the
limited liability patent agency shall bear the liability for the debts of the patent agency with all its assets.

Article 4

The establishment of a patent agency shall meet the following conditions:

(1)

having the agency name in compliance with Article 7 of the measures;

(2)

having a partnership agreement or Articles of association;

(3)

having partners or shareholders stipulated by Articles 5 and 6 of the measures;

(4)

having necessary funds, which shall be no less than RMB50,000 if a partnership patent agency is to be established, or which shall
be no less than RMB100,000 if a limited liability patent agency is to be established;

(5)

to have fixed offices and necessary working facilities;

Where a law firm applies to run the patent agency services, there shall be at least 3 full-time lawyers in this law firm, each of
whom has the patent agent qualification.

Article 5

Partners or shareholders of a patent agency shall meet the following conditions:

(1)

having the patent agent qualification;

(2)

having over 2 years experiences on the practice of patent agencies

(3)

engaging in the full-time the patent agency services;

(4)

being under the age of 65 when applying for establishing a patent agency;

(5)

having good behavior.

Article 6

a person who has one of following circumstance shall not be the partner or shareholder of a patent agency:

(1)

having no complete capacity of civil disposition

(2)

working in state organs or enterprises and institutions and not formally go through formalities of resignation, dismissal or retirement;

(3)

less than 2 years as a partner or shareholder of the other patent agency

(4)

less than 3 years circulated a notice of criticism stipulated by Article 5 of Rules on Disciplinary of Patent Agencies or reprimanded
by certificate reclamation of the patent agent.

(5)

punished by criminal penalty (except for committing crimes by negligence)

Article 7

A patent agency shall only have and use one name.

The name of a patent agency shall be composed of the name of the city, font size and “Patent Agency Firm”, “Patent agency Co., Ltd.”
and “Intellectual property Agency Firm”, “Intellectual property Agency Co., Ltd.”. Its font size shall not be, throughout the country,
identical with or similar to another patent agency’s font size that is being or has been used.

Where a law firm runs the patent agency services, it may use the name of this law firm.

Article 8

Whoever applies to establish a patent agency shall submit the following application materials:

(1)

application form for the establishment of the patent agency;

(2)

partnership agreement or articles of association of the patent agency;

(3)

asset evaluation certificate;

(4)

duplicates of the patent agent qualification certificates and ID cards;

(5)

resumes and certification on the personnel file and duplicates of the retirement certification;

(6)

certification of offices and working facilities;

(7)

other evidentiary material.

A law firm that applies to run the patent agency services shall submit the following application materials:

(1)

the application form for running the patent agency services;

(2)

a letter issued by the competent administrative organ of justice on approving the applicant to run the patent agency services;

(3)

partnership agreement or the articles of association of the law firm;

(4)

duplicate of the practice permit of the law firm and attestation of funds;

(5)

duplicates of lawyer licenses of the patent agents, duplicates of the patent agent qualification certificates and duplicates of the
ID cards;

(6)

certification of offices and working facilities;

(7)

other evidentiary materials.

The above-mentioned evidentiary materials shall be those issued within 6 months before applying for establishment of a patent agency
or undertaking of patent agency practice revocation.

Article 9

The procedures for approving the establishment of a patent agency are as follows:

(1)

whoever applies to establish a patent agency shall apply to the intellectual property office of the province, autonomous region or
municipality directly under the Central Government at his locality. The intellectual property office of the province, autonomous
region or municipality directly under the Central Government shall, after examination, submit the application to the State Intellectual
Property Office for approval within 30 days upon receipt of the application if the application has met the conditions provided for
in the Measures; or shall notify the applicant in written form within 30 days upon receipt of the application if the application
fails to meet the conditions provided for in the Measures.

(2)

The State Intellectual Property Office shall, within 30 days upon receipt of the submitted documents, make a decision on approving
the application which meets the conditions provided for in the Measures, notify the intellectual property office of the province,
autonomous region or municipality directly under the Central Government who submitted the application and issue the registration
certificate of patent agency and the agency code; or shall, within 30 days as of the receipt of the submitted documents, notify the
intellectual property office of the province, autonomous region or municipality directly under the Central Government to re-examine
the application which does not meet the conditions provided for in the Measures.

A law firm that applies to run the patent agency services shall be approved with reference to the above-mentioned provisions

Article 10

In case of modifying registration matters on name, address, articles of association, and partner or shareholder, the patent agency
concerned shall apply to the State Intellectual Property Office and submit the application to the intellectual property office of
the province, autonomous region or municipality directly under the Central Government at his locality. The modification shall come
into force upon approval of the State Intellectual Property Office.

Article 11

In case of winding up or revocation, the patent agency concerned shall after properly handling with various matters not settled apply
to the intellectual property office of provinces, autonomous regions or municipalities directly under the Central Government at his
locality. If agreed upon review, registration certificate of patent agency and the mark brand shall be submitted to the intellectual
property office of the province, autonomous region or municipality directly under the Central Government at his locality. The State
Intellectual Property Office shall handle with the formalities of winding-up or revocation.

Article 12

In case of establishing office in the province, the patent agency concerned shall apply to the intellectual property office of provinces,
autonomous regions or municipalities directly under the Central Government at his locality. If approved, it shall be filed by the
intellectual property office of provinces, autonomous regions or municipalities directly under the Central Government to the State
Intellectual Property Office.

In case of cross province establishment of office, the patent agency concerned shall after obtaining consent of the intellectual property
office of provinces, autonomous regions or municipalities directly under the Central Government at his locality apply to the intellectual
property office of provinces, autonomous regions or municipalities directly under the Central Government at his office locality.
If approved, it shall be filed by the intellectual property office of provinces, autonomous regions or municipalities directly under
the Central Government at his office locality to the State Intellectual Property Office.

Article 13

A patent agency applying to establish an office shall be compliance with following conditions:

(1)

the time of establishment more than two years;

(2)

having over 10 patent agents;

(3)

having gone through the annul examination of the previous year.

Article 14

A patent agency shall be compliance with following conditions:

(1)

having over 2 full-time patent agents assigned or engaged by the patent agency;

(2)

having fixed offices and necessary funds;

(3)

The name of the office shall be composed of the full name of the patent agency, the name of the city at the office locality and “Office”.

Article 15

The intellectual property office of provinces, autonomous regions or municipalities directly under the Central Government can additionally
stipulate other conditions and procedures for patent agencies establishing offices in their administrative areas and submit the relevant
provisions to the State Intellectual Property Office.

Article 16

The offices of the patent agencies shall be not handle with the patent agency services with the their solitary name, and their personal
matters, finance and service shall be unified managed by their patent agency. The patent agencies shall bear the civil liability
to the service activities of their offices.

In case of cross province establishment of offices, their offices shall accept the instruction and supervision of the intellectual
property offices of provinces, autonomous regions or municipalities directly under the Central Government at their locality.

Article 17

In case of winding up or revocation, the office concerned shall after properly handling with various matters not settled apply to
the intellectual property office of provinces, autonomous regions or municipalities directly under the Central Government at their
locality. If approved, it shall be filed by this intellectual property office to the State Intellectual Property Office, and shall
submit with a copy to the intellectual property offices of provinces, autonomous regions or municipalities directly under the Central
Government at their locality.

In case of winding up or revocation, the office shall terminate at the same time.

Chapter III The Professional Practice of the Patent Agents

Article 18

The professional practice of the patent agents shall accept the engagement and appointment of the approval established patent agency
to establish and have professional practice certificates.

Article 19

When engaging patent agents, the patent agency shall reach an engagement agreement with the patent agents in the principle of free
will and mutual consent through consultation, and both parties to the engagement agreement shall abide by the engagement agreement.

Article 20

The issuance for the professional practice certificates of patent agents shall be compliance with following conditions:

(1)

having the patent agent qualification;

(2)

being able to full-time engage the patent agency services;

(3)

the person who have no experiences of the patent agency or patent inspection continually practiced over a year and participated in
training before formal work;

(4)

engaged by the patent agencies;

(5)

being under the age of 70 when issuing the certificate;

(6)

having good behavior.

Article 21

A person who has one of following circumstance shall not be issued the professional practice certificate of the patent agent:

(1)

having no complete capacity of civil disposition

(2)

prior to application working for other patent agency, not formally be dismissed by the patent agency and not go through revocation
formalities on the professional practice certificate of the patent agent;

(3)

less than 1 year after collecting the professional practice certificate of the patent agent, transforming to other patent agency

(4)

less than 3 years reprimanded by the certificate reclamation of patent agent stipulated by Article 5 of Rules on Disciplinary of
Patent Agencies;

(5)

punished by criminal penalty (except for committing crimes by negligence)

Article 22

Whoever applies for issuing a patent agency shall submit the following materials:

(1)

application form for the professional practice certificates of the patent agents;

(2)

duplicates of the patent agent qualification certificates and ID cards

(3)

certification on the personnel file or duplicates of the retirement certification

(4)

employment agreement issued by the patent agencies;

(5)

prior to application working for other patent agency, shall submit dismissal certification of the patent agency

(6)

in case of applying for issuing the professional practice certificates of the patent agents for the first time, shall submit the practice
certification and certification for participating in training before formal work issued by the probation patent agency.

Article 23

The State Intellectual Property Office authorize All China Association of Patent Agents to take charge of the specific matters relating
to issuance, modification and revocation of the professional practice certificates of the patent agents.

Article 24

Upon reviewing, All China Association of Patent Agents hold that the issuance and application of the professional practice certificates
of the patent agents are compliance with the conditions stipulated by the measures, they shall issue the professional practice certificates
of the patent agents within 15 days upon receipt of the application; otherwise, All China Association of Patent Agent shall notify
the applicant with written form within 15 days upon receipt of the application.

Article 25

If the patent agencies want to dismiss the patent agents, they shall notify the patent agents30 days in advance; If the patent agents
want to dismiss, they shall notify the relevant patent agencies 30 days in advance.

If the patent agencies want to discharge the employment relationship with the patent agents, they shall withdraw the professional
practice certificates of the patent agents and issue dismissal certification, and handle with revocation formalities of the professional
practice certificates of the patent agents within 10 days upon issuing the dismissal certification to All China Association of Patent
Agents.

Article 26

In case of close-up or revocation, the patent agencies shall withdraw all the professional practice certificates of their patent agents
and handle with revocation formalities of the professional practice certificates of the patent agents within 10 days upon obtaining
the review and approval of the intellectual property offices of the provinces, autonomous regions and municipalities directly under
the Central Government.

Article 27

All China Association of Patent Agents shall keep filing with The State Intellectual Property Office and submit the relevant materials
within 5 days upon issuing, modifying or repealing the professional practice certificates of the patent agents, and send with a copy
to the intellectual property offices of the provinces, autonomous regions and municipalities directly under the Central Government
at the locality of the patent agencies.

Article 28

The person who holds no the professional practice certificate of the patent agent shall not engage the patent agency services for
seeking for economic benefits in the name of the patent agent.

Article 29

In case of undertaking the patent services, the patent agents shall accept the authorization in the name of the relevant patent agencies,
sign the written authorization contract with the authorizer, uniformly charge expenses and take into account according to the facts.
The patent agents shall not accept the authorization without permission, handle with the patent agency services and charge expenses.

Chapter IV The Annul Examination of the Patent Agencies and the Patent Agents

Article 30

The State Intellectual Property Office is responsible for the organization and instruction on the annul examination of the patent
agencies and the patent agents and authorizes the intellectual property offices of the provinces, autonomous regions, municipalities
directly under the Central Government and the National Defense Patent Agency to implement the annul examination.

All the lawyer firms upon approval to establish the patent agencies and run the patent agency services shall participate in the annul
examination. The offices of the patent agencies shall participate in the annul examination together with the patent agencies and
submit the relevant materials with a copy to the intellectual property offices of the provinces, autonomous regions and municipalities
directly under the Central Government at the locality of the offices.

All China Association of the Patent Agents shall coordinate and participate in the annul examination of the patent agencies and the
patent agents.

Article 31

The annul examination of the patent agencies and the patent agents shall carry out once a year, from September 1 to October 31.

Article 32

The content on annul examination of the patent agencies and the patent agents shall include:

(1)

whether the patent agencies are or not compliance with the conditions for establishment stipulated by the measures;

(2)

whether the partners or shareholders of the patent agencies are or not compliance with the conditions stipulated by the measures;

(3)

whether the patent agents who work in the patent agencies hold the professional practice certificates of the patent agents and participate
in the professional training according to the requirements;

(4)

whether the patent agencies and the patent agents have the violation of laws and disciplines stated by Articles 6, 7 and 8 in Rules
on Disciplinary of Patent Agencies (tentative);

(5)

the quantity of the patent agency services since the patent agencies completed the last annul examination;

(6)

the condition on the finance of the patent agencies;

(7)

other content shall be examined each year.

Article 33

The patent agencies shall submit the following materials for the annul examination:

(1)

the registration forms on the annul examination of the patent agencies and the patent agents;

(2)

the working reports of the patent agencies;

(3)

a copy of registration certificate of the patent agencies;

(4)

the professional practice certificates of the patent agents

(5)

the financial statements;

(6)

OFFICIAL REPLY OF THE STATE ADMINISTRATION FOR INDUSTRY AND COMMERCE ON THE RELEVANT ISSUES CONCERNING THE ESTABLISHMENT OF JOINT VENTURES BY AND BETWEEN ENTERPRISES WITH FOREIGN INVESTMENT AND OTHER ENTERPRISES

The State Administration for Industry and Commerce

Official Reply of the State Administration for Industry and Commerce on the Relevant Issues Concerning the Establishment of Joint
Ventures by and Between Enterprises with Foreign Investment and Other Enterprises

GongShangWaiQiZi [2002] No.6

January 14, 2002

The Industrial and Commercial Bureau of Guangdong Province:

The Request for Instruction on the Relevant Issues concerning the Establishment of Joint Ventures by and between Enterprises with
foreign investment and Other Enterprises by the Industrial and Commercial Bureau of Shantou City in your province (ShanGongShang
[2001] No. 106) has been received. After discussion, we hereby give the reply as follows:

In accordance with Article 3 of Some Provisions on the Registration and Administration of Enterprises with foreign investment Becoming
Company Shareholders or Promoters (GongShangQiZi [1995] No. 260), an enterprise with foreign investment may, in its own name, invest
its assets in a limited liability company or a company limited by shares, and the said “assets” shall not be limited to its “profits”
only.

The State Administration for Industry and Commerce
2002-01-14

PROVISIONS ON GUIDING THE ORIENTATION OF FOREIGN INVESTMENT

The State Council

Decree of the State Council of the People’s Republic of China

No.346

The Provisions on Guiding the Orientation of Foreign Investment are hereby promulgated and shall enter into force on April 1, 2002.

Premier of the State Council: Zhu Rongji

February 11, 2002

Provisions on Guiding the Orientation of Foreign Investment

Article 1

In order to guide the orientation of foreign investment, to keep the orientation of foreign investment in line with the national economy
and social development planning of China, and to protect of the lawful rights and interests of investors, these Provisions have been
formulated according to the laws and provision on foreign investment and the requirements of industrial policies of the State.

Article 2

These Provisions shall be applicable to the projects of investment and establishment of Chinese-foreign equity joint ventures, Chinese-foreign
contractual joint ventures and foreign-capital enterprises (hereinafter referred to all as enterprises with foreign investment),
and projects with foreign investment in other forms (hereinafter referred to as projects with foreign investment) within the territory
of China.

Article 3

The Guidance Catalog of Industry with Foreign Investment and the Catalog of Dominant Industries with Foreign Investment of the Mid-west
Region shall be formulated by the State Development Planning Commission, the State Economic and Trade Commission, the Ministry of
Foreign Trade and Economic Cooperation jointly with other relevant departments under the State Council, and shall be promulgated
upon the approval of the State Council; when it is needed to partly adjust the Guidance Catalog of Industry with Foreign Investment
and the Catalog of Dominant Industries with Foreign Investment of the Mid-west Region in light of the actual situation, the State
Economic and Trade Commission, the State Development Planning Commission, the Ministry of Foreign Trade and Economic Cooperation
jointly with the relevant departments under the State Council shall make the revision and promulgation timely.

The Guidance Catalog of Industry with Foreign Investment and the Catalog of Dominant Industries with Foreign Investment of the Mid-west
Region shall be the basis of the application of relevant policies in directing and examining and approving projects with foreign
investment and enterprises with foreign investment.

Article 4

Projects with foreign investment fall into 4 categories, namely encouraged, permitted, restricted and prohibited ones.

The Projects with foreign investment that are encouraged, restricted and prohibited shall be listed in the Guidance Catalog of Industry
with Foreign Investment. And the projects with foreign investment that don’t fall into the categories of encouraged, restricted or
prohibited projects shall be the permitted projects with foreign investment. The permitted projects with foreign investment shall
not be listed in the Guidance Catalog of Industry with Foreign Investment.

Article 5

A project in any of the following situations shall be listed as the encouraged projects with foreign investment:

being of new agriculture technologies, agriculture comprehensive development, or energy, transportation and important raw material
industries;

being of high and new technologies or advanced application technologies that can improve the product performance and increase the
technology economic efficiency of the enterprises or those that can produce the new equipments and new materials which the domestic
production capacity fails to produce;

meeting the market needs and being able to improve the product level, develop new markets or increase the international competitive
capacity of the products;

being of new technologies and new equipments that can save energy and raw material, comprehensively utilize resources and regenerate
resources, and prevent environment pollutions;

being capable of bring into the advantages of human power and resources of the mid-west region into full play and being in conformity
to the industrial policies of the State;

other situations as provided for by laws and administrative regulations.

Article 6

A project in any of the following situations shall be a restricted project with foreign investment:

being of technology lagged behind;

being adverse to saving resources and improving environment;

engaged in the prospecting and exploitation of the specific type of mineral resources to which the State applies protective exploitation;

falling into the industries that the State opens step by step;

other situations as provided by laws and administrative regulations.

Article 7

A project in any of the following situations shall be a prohibited project with foreign investment:

harming the State safety or impairing the public interests;

polluting the environment, damaging natural resources or harming human health;

occupying too much farmland and being adverse to the protection and development of land resources;

harming the safety and usage of military facilities;

using the particular techniques or technologies of China to produce products;

other situations as provided for by laws and administrative regulations.

Article 8

The Guidance Catalog of Industry with Foreign Investment may provide that a enterprise with foreign investment is “limited to joint
venture, contractual venture”, “with Chinese party at the holding position” or “with Chinese party at the relatively holding position”.

“Limited to joint venture and operative venture” shall refer to that only Chinese-foreign joint ventures and Chinese-foreign contractual
joint ventures are allowed; “with the Chinese parties at the holding position” shall refer to that the total investment proportion
of the Chinese parties in the project with foreign investment shall be 51% or more; “with Chinese parties at the relatively holding
position” shall refer to that the total investment proportion of the Chinese parties in the project with foreign investment shall
be higher that the investment proportion of any foreign party.

Article 9

Apart from enjoying the preferential treatments according to the provisions of the relevant laws and administrative regulations, the
encouraged projects with foreign investment that engage in the construction and operation of energy, transportation, municipal infrastructure
(coal, oil, natural gas, electric power, railways, highways, ports, airports, city roads, sewage disposition, and garbage disposition,
etc.) that needs large amount of investment and long term for recovery may expand their relevant business scope upon approval.

Article 10

The permitted projects with foreign investment of which the products are all directly exported shall be regarded as the encouraged
project with foreign investment; the restricted projects with foreign investment of which the export sales accounts for more than
70% of their total amount of sales may be regarded as the permitted projects with foreign investment upon the approval of the people’s
governments of provinces, autonomous regions, municipalities directly under the Central Government and municipalities separately
listed on the State plan or the competent department under the State Council.

Article 11

The conditions may be eased for the permitted and restricted projects with foreign investment that really can bring the advantages
of the mid-west region into full play; among which, those listed in the Guidance Catalog of Industry with Foreign Investment may
enjoy the preferential policies for the encouraged projects with foreign investment.

Article 12

Projects with foreign investment shall be examined and approved, and put on record respectively by the departments of development
planning and the economic and trade departments according to the limit of authority for examination and approval; the contracts and
articles of association of enterprises with foreign investment shall be examined and approved, and put on record by the departments
of foreign trade and economic cooperation. Among which, the projects with foreign investment under the limit for restricted projects
with foreign investment shall be subject to the examination and approval of the corresponding competent departments of the people’s
governments of the provinces, autonomous regions, municipalities directly under the Central Government and municipalities separately
listed on the State plan, and shall be reported to the competent departments at the next higher level and the competent industrial
departments, the power for examination and approval of this kind of projects may not be granted to the authorities at lower levels.
The projects with foreign investment in the service area that are opened to the outside world step by step shall be subject to the
examination and approval according to the relevant provisions of the State.

The projects with foreign investment involving quotas and licenses must apply to the departments for quotas and licenses first.

Where there are otherwise provisions of laws and administrative regulations on the procedures and measures for the examination and
approval of projects with foreign investment, those provisions shall be observed.

Article 13

With respect to the projects with foreign investment examined and approved in violation of the present provisions, the organ of examination
and approval at the next higher level shall cancel it within 30 workdays from the day of receiving the documents for record of that
project, its contract and articles of association shall be void, the department of enterprise registration shall not register it
and the customs shall not handle the procedures for import and export for it.

Article 14

Where the applicant of a project with foreign investment manages to obtain the approval for the project by deceiving or other illicit
means, his legal liabilities shall be investigated for according to law regarding the seriousness of the circumstances; the organ
of examination and approval shall cancel the approval for that project and the relevant competent organs shall deal with it correspondingly
according to law.

Article 15

Where any of the personnel of the organ of examination and approval abuses his power or neglects his duties, criminal responsibilities
shall be investigated for according to the provisions of the criminal law on the crime of abusing powers or the crime of neglecting
duties; where the circumstances are not serious enough for criminal punishment, administrative punishment of recording a special
demerit or more severe punishment shall be given.

Article 16

With respect to the investment projects established by overseas Chinese and the investors from the Hong Kong Special Administration
Region, Macao Special Administrative Region or Taiwan Area, these Provisions shall be applicable by reference in implementation.

Article 17

These Provisions shall enter into force on April 1, 2002. The Interim Provisions on the Guidance of Foreign Investment Directions
approved by the State Council on June 7, 1995 and promulgated by the State Planning Commission, the State Economic and Trade Commission
and the Ministry of Foreign Trade and Economic Cooperation on June 20, 1995 shall be nullified simultaneously.

The State Council
2002-02-11

MEASURES FOR THE ADMINISTRATION OF IMPORT OF AUDIO AND VIDEO PRODUCTS

The Ministry of Culture, the General Administration of Customs

Decree of the Ministry of Culture and the General Administration of Customs

No.23

The Measures for the Administration of Import of Audio and Video Products are hereby promulgated and shall enter into force on June
1, 2002.

Minister of the Ministry of Culture: Sun Jiazheng

Director of the General Administration of Customs: Mu Xinsheng

April 17, 2002

Measures for the Administration of Import of Audio and Video Products

Chapter 1 General Provisions

Article 1

In order to strengthen the administration of import of audio and video products, to promote the international culture exchanges and
to enrich the culture life of the people, these Measures have been formulated according to the Regulations on the Administration
of Audio and Video Products and the relevant provisions of the State.

Article 2

The audio and video products as used in these Measures shall refer to the audio tapes, video tapes, gramophone records, compact discs
and laser discs etc. on which contents are recorded.

Article 3

These Measures shall apply to the import of finished audio and video products and the import from abroad of audio and video products
used for publication, information network dissemination and other purposes.

Article 4

The Ministry of Culture shall be responsible for the supervision and administration of the import of audio and video products of the
whole country, formulating the planning on imports of audio and video products, examining the contents of the imported audio and
video products and determining the total number, overall arrangements and structures of the units engaging in the imports of finished
audio and video products.

The administrative departments of culture of the local people’s governments at and above the county level shall be responsible for
the supervision and administration of the import of audio and video products within their respective administrative areas in accordance
with these Measures.

The customs at various levels shall be responsible for the supervision and administration of the import of audio and video products
within their respective scope of duties.

Article 5

The import of audio and video shall abide by the Constitution and the relevant laws and regulations, adhere to the orientation of
serving the people and serving the socialism, disseminate the thoughts, ethics, science and technology, and culture knowledge conducive
to the economic development and social progress.

Article 6

The State shall prohibits the import of the audio and video products that contain any of the following contents:

those which go against the basic principles established by the Constitution;

those which endanger the unity, sovereignty, territory integrity of the nation;

those which divulge the State secrets, endangers the national security or damage the honor or interests of the State;

those which incite the nationality hatred or discrimination, undermine the solidarity of the nationalities, or infringe upon the nationality
customs or habits;

those which advocate evil cults or superstition;

those which disrupt the public order or undermine the social stability;

those which advocate obscenity, gambling, violence or instigate crimes;

those which insult or defame others, or infringe upon the lawful rights and interests of others;

those which harm the social morality or the fine folk culture tradition;

10)

other contents that are prohibited by laws, regulations and provisions of the State.

Article 7

The State shall apply a license system to the import of audio and video products.

Chapter 2 Import Entities

Article 8

The import of audio and video products shall be managed by the audio and video product operating entities designated by the Ministry
of Culture; no entity or individual may engage in the imports of audio and video products without the designation of the Ministry
of Culture.

Article 9

Where libraries, institutions of audio and video materials, institutions of science and technology research and schools, etc. import
the finished audio and video products used for research or teaching reference, they shall entrust the entities managing imports of
audio and video products designated by the Ministry of culture to handle the procedures for examination and approval of import.

Article 10

The audio and video product publishing entities may engage in the publishing of imported audio and video products within the approved
business scope of publishing.

Chapter 3 Import Examination

Article 11

The audio and video product import entities shall apply to the Ministry of Culture for content examination when importing audio and
video products.

Article 12

The Ministry of Culture shall establish the Committee of Content Examination of Audio and Video Products to be responsible for the
examination of the contents of the imported audio and video products. The Committee shall establish an office to be responsible for
the daily work of examination of the contents of the imported audio and video products.

Article 13

One who wishes to import finished audio and video products shall file an application with the Ministry of Culture and submit the following
documents and materials:

application form for examination of the imported audio (video) products;

draft of the import agreement;

sample of the program, lyrics in Chinese and foreign languages;

other materials needed for the content examination.

Article 14

One who wishes to import the audio and video products used for publication shall file an application with the Ministry of Culture
and submit the following documents and materials:

application form for examination of the imported audio (video) products;

draft of the copyright trade agreement (versions in Chinese and foreign languages), certificate of the original copyright, authorization
letter of copyright and the certification of registration issued by the copyright certification agencies of the State;

sample of the program;

other materials needed for the content examination.

Article 15

As for the import of the audio and video products used for exhibitions and shows, the entity holding the exhibitions and shows shall
file an application and submit the catalog and sample of the audio and video products to the Ministry of Culture for content examination.
The customs shall regard those products as temporary import goods and handle them accordingly.

Article 16

The import of the audio and video products used for information network dissemination shall be handled in reference to the provisions
of Article 14 of these Measures.

Article 17

An import entity may not purposely alter the original name and contents of the sample program submitted to the Ministry of Culture
for content examination.

Article 18

The Ministry of Culture shall make the decision on whether to approve or not within 30 days from receiving the application for import
of audio and video products. For those approved, the documents of approval shall be granted; for those not approved, the reasons
shall be explained.

The contents of the documents of approval may not be altered, where the alteration is necessary, it shall be handled anew. The documents
of approval shall be valid for only one customs declaration and may not be used accumulatively.

Chapter 4 Import Administration

Article 19

No entity or individual may publish, reproduce, wholesale, retail, rent, show for profit or disseminate through information network
the audio and video products of which the import hasn’t been approved by the Ministry of Culture.

Article 20

No entity or individual may reproduce for profit, wholesale, retail, rent or show for profit the imported audio and video products
used for research, teaching reference or exhibitions and shows.

Where the imported audio and video products used for exhibitions and shows do need to be sold or presented within China, the procedures
for approval shall be gone through in accordance with these Measures before the sale or presentation.

Article 21

The import agreement or contract signed by an import entity and a foreign party shall comply with the laws and regulations of China.

Article 22

Within the term of copyright authorization of the audio and video products approved to be imported for publication, their finished
audio and video products may not be imported.

Article 23

The publication of imported audio and video products by an audio and video publishing entity shall meet the requirements of the documents
of approval of the Ministry of Culture, and the entity may not purposely alter the program name or add or delete any program content;
when publishing the imported audio and video products, the entity must indicate the document number of the document of approval for
import issued by the Ministry of Culture on the eye-catching places of the audio and video products and the packing thereof, and
shall use the approved Chinese program name, and with respect to a program in foreign language, the name in Chinese and that in the
foreign language shall be indicated on the audio and video product and the cover packing thereof.

Article 24

The languages and characters used in the publication of imported audio and video products shall meet the language and character criterions
promulgated by the State.

Article 25

An import entity shall submit a sample to the Ministry of Culture for record within 30 days after the publication of the imported
audio and video products.

If the audio and video products imported upon the approval of the Ministry of Culture haven’t been published and released within 1
year from the day of approval, the import entity shall report to the Ministry of Culture for record and explain the reasons; as for
those of which the import has been decided to be terminated, the Ministry of Culture shall cancel their approval document numbers.

Article 26

An import entity of audio and video products shall go through the import procedures for the original tapes (original discs) or the
finished audio and video products at the customs on the basis of the document of approval for imports of audio and video products
issued by the Ministry of Culture.

Article 27

Where an individual takes or mails the audio and video products used for non-profitable purposes into or out of the borders, the relevant
administration provisions of the customs shall be applied.

Article 28

These Measures shall not apply to the audio and video products, which record the operation system, equipment specifications, special
software and other contents, that are imported together with the machinery and equipment and that are re-exported with the machinery
and equipment after import, and the customs shall check and release those products on the basis of the contracts, vouchers and other
valid bills and certificates provided by the import entity.

Chapter 5 Penalty Provisions

Article 29

If anyone purposely engages in the import of finished audio and video products without approval or purposely reproduce the audio and
video products not approved by the Ministry of Culture for import, he shall be punished according to the relevant provisions of the
Regulations on the Administration of Audio and Video Products.

Article 30

If anyone has committed any of the following acts, he shall be ordered by the administrative department of culture at or above the
level of county to stop his illegal acts and be given a warning, and the illegal audio and video products and the illegal gains shall
be confiscated; where the illegal sale income is more than 10,000 Yuan, a fine of not less than 5 times but not more than 10 times
of the illegal sale income shall be imposed concurrently; where the illegal sale income is less than 10,000 Yuan, a fine of not less
than 10, 000 Yuan but not more than 50,000 Yuan shall be imposed concurrently; where the circumstances are serious, he shall be ordered
to stop the business for rectification or the license shall be revoked by the organ that originally issued it:

publishing, wholesaling, retailing, renting, showing and disseminating through information network the audio and video products of
which the import hasn’t been approved by the Ministry of Culture;

wholesaling, retailing, renting and showing for profit the imported audio and video products used for research, teaching reference
or exhibitions and shows.

Article 31

If anyone, in violation of these Measures, fails to indicate the document number of the document of approval for import granted by
the Ministry of Culture when publishing the imported audio and video products, the administrative department of culture at or above
the level of county shall order him to correct the acts and give him a warning, where the circumstances are serious, he shall be
ordered to stop the business for rectification for 3 to 6 months, or the license shall be revoked by the organ that originally issued
it

Article 32

If anyone, in violation of these Measures, has committed any of the following acts, the administrative department of culture at or
above the county level shall order him to correct the acts and give him a warning, and may impose on him a fine of not less than
5,000 Yuan but not more than 10,000 Yuan:

the languages and characters used in the publication of imported audio and video products failing to meet the language and character
criterions promulgated by the State;

the import entity failing to submit the sample to the Ministry of Culture for record according to the provisions;

failing to report to the Ministry of Culture for record and explain the reasons when failing to publish and release, within 1 year
from the day of approval, the audio and video products of which the import has been approved, or when deciding to terminate the import
of the said products.

Article 33

If any audio and video publishing entity, when publishing and disseminating through information network the imported audio and video
products, violates the requirements of the documents of approval of the Ministry of Culture, purposely alters the program name or
add or delete the program contents, the Ministry of Culture shall give it a warning and impose on it a fine of not less than 10,000
Yuan but not more than 30,000 Yuan.

If the unit purposely adds or deletes the contents of the audio and video products imported after examination and approval, the administrative
department of culture at or above the county level shall give it a warning, order it to stop publishing, reproducing, wholesaling
and spreading through information network those audio and video products, confiscate the illegally managed audio and video products
and the illegal gains, and order it to stop business for rectification for half to 1 year; if the illegal sale income is more than
10,000 Yuan, a fine of not less than 5 times but not more than 10 times of the illegal income shall be imposed concurrently; if the
illegal sale income is less than 10,000 Yuan, a fine of not more than 50,000 Yuan may be imposed concurrently; if the circumstances
are serious, the license shall be revoked by the organ that originally issued it. If a crime has been constituted, the criminal responsibilities
shall be investigated.

Article 34

Anyone who violates the Customs Law and the relevant administration provisions shall be dealt with by the customs.

Chapter 6 Supplementary Provisions

Article 35

The import of audio and video products from the Special Administrative Region of Hong Kong, the Special Administrative Region of Macao
and the Taiwan area of China shall be carried out with reference to these Measures.

Article 36

The power to interpret these Measures shall remain with the Ministry of Culture. Where any customs operations are involved, the General
Administration of Customs shall be responsible for the interpretation.

Article 37

These Measures shall enter into force on June 1, 2002, and the Measures for the Administration of Import of Audio and Video Products
promulgated by the Ministry of Culture and the General Administration of Customs on April 30, 1999, shall be nullified simultaneously.

The Ministry of Culture, the General Administration of Customs
2002-04-17

CNNIC DOMAIN NAME DISPUTE RESOLUTION POLICY

200209252002093020060317China Internet Network Information Centreepdf/e03188.pdfGDomain Name, internet, Domain Name Dispute, Domain Name Registratione03188CNNIC Domain Name Dispute Resolution PolicyChina Internet Network Information CentreSeptember 25, 2002Article 1 This Policy is formulated in accordance with relevant Chinese laws, administrative regulations and policies, as well as the provisions
of the “China Internet Domain Names Regulations”, in order to resolve the domain name disputes on the Internet.Article 2 This Policy is applied to resolve the disputes stemming from registration or use of the .CN domain names and Chinese domain names,
which are subject to the management of the China Internet Network Information Centre (“CNNIC”).Article 3 The Domain name disputes shall be resolved with the Dispute Resolution Service Providers recognized by CNNIC.The Dispute Resolution Service Providers shall, in accordance with this Policy and the Rules for CNNIC Domain Name Dispute Resolution
Policy, formulate the supplemental rules of dispute resolution procedure and Panellist appointment.Article 4 The Dispute Resolution Service Providers shall implement a system whereby Panels of experts are responsible for the resolution of
disputes. The Panels are composed of one or three Panelists, who have expertise on computer networks and laws, possess a high sense
of professional ethics and are capable of rendering independent and unbiased Decisions in domain name disputes. The List of the Panelists
shall be published on line by the Dispute Resolution Service Providers, and the Complainants and the Respondents may select the Panelists
there from.Article 5 Any institution or person who considers that a registered domain name conflicts with the legitimate rights or interests of that institution
or person may file a Complaint with any of the Dispute Resolution Service Providers.Upon the acceptance of the Complaint, Dispute Resolution Service Providers shall form a Panel in accordance with the procedural rules.
The Panel shall, in accordance with this Policy, the relevant procedural rules, and the principle of independence, impartiality and
convenience, render a Decision to the dispute within 14 days from the date of the appointment of the Panel.Article 6 The language of the domain name dispute resolution proceeding shall be Chinese, unless otherwise agreed by the parties or determined
by the Panel.Article 7 The Complainant and the Respondent shall bear the burden of proof for their own claims.Article 8 Support of a Complaint against a registered domain name is subject to the following conditions:(1)the disputed domain name is identical with or confusingly similar to the Complainant’s name or mark in which the Complaint has civil
rights or interests;(2)the disputed domain name holder has no right or legitimate interest in respect of the domain name or major part of the domain name;(3)the disputed domain name holder has registered or is being used the domain name in bad faith.Article 9 Any of the following circumstances may be the evidence of the registration or use of a domain name in bad faith:(1)the disputed domain name holder has registered or acquired the domain name for the purpose of selling, renting or otherwise transferring
the domain name to obtain unjustified benefits;(2)the disputed domain name holder registered the domain name in order to prevent the owners of the name or mark from reflecting the
name or the mark in a corresponding domain name, provided that the domain name holder has been engaged in a pattern of such conduct;(3)the disputed domain name holder has registered or acquired the domain name for the purpose of damaging the Complainant’s reputation,
disrupting the Complainant’s normal business or creating confusion with the Complainant’s name or mark so as to mislead the public;(4)other circumstances which may prove the bad faith.Article 10 If a Complainant files Complaints against multiple domain names owned by the same domain name holder, the Complainant or the Respondent
may request that the Dispute Resolution Service Providers consolidate the disputes before a single Panel. The Panel may determine
whether to make the consolidation.Article 11 Before the Panel makes the Decision to a dispute, either party who believes that any of the Panelists has a material interest in the
opposite party and the material interest could influence the impartiality of the Decision may request the Dispute Resolution Service
Provider to ask the Panelist to withdraw from the Panel. In the request, the facts and reasons shall be stated and the supporting
evidence be provided. Dispute Resolution Service Provider shall have the discretion to determine whether the Panelist shall withdraw.Article 12 CNNIC and the registrars shall not participate in the domain name resolution proceedings in any capacity or manner other than providing
the information relevant to the registration and use of the domain name upon the request of the Dispute Resolution Service Providers.Article 13 The Panel shall make the Decisions on the basis of the facts related to the dispute and the evidence submitted by the Complainant
and the Respondent.Where the Panel supports the Complaint, the registered domain name shall be cancelled or transferred to the Complainant; otherwise,
the Complaint shall be rejected.Article 14 Before a Complaint is filed pursuant to this Policy, or during the dispute resolution proceedings, or after the expert Panel has rendered
its Decision, either party may institute an action concerning the same dispute with the Chinese court at the place where CNNIC ‘s
principal office is located or subject to the agreement between the parties, submit the dispute to a Chinese arbitration institution
for arbitration.Article 15 If the Dispute Resolution Service Provider rules in its Decision to cancel the registered domain name or to transfer it to the Complainant,
the domain name Registrar, before enforcing the Decision, shall wait 10 calendar days calculating from the date on which the Decision
is published. If during such waiting period the Respondent submits valid proof attesting that a competent judicial authority or arbitration
institution has accepted the relevant dispute, the registrar shall not enforce the Decision of the Dispute Resolution Service Provider.After the Decision of the Dispute Resolution Service Provider is suspended, the Registrar shall take the further action as follows:(1)if any proof attests that the parties have reached a settlement by themselves, the Registrar shall enforce such settlement.(2)if any proof attests that the party that instituted the judicial action or applied for arbitration has withdrawn the Complaint or
the relevant action or Complaint has been rejected, the Registrar shall enforce the Dispute Resolution Service Provider’s Decision;(3)if the judicial authority or arbitration institution has rendered a judgment or an award that has become legally effective, the Registrar
shall enforce such judgment or award;Article 16 During the dispute resolution proceedings and 10 calendar days after the Decision is published, the domain name holder shall not apply
for the transfer or cancellation of the disputed domain name, unless the transferee agrees in writing to accept the Decision of the
Dispute Resolution Service Provider.Article 17 A Dispute Resolution Service Provider shall establish a dedicated website, receive Complaints concerning domain name disputes on line
and make relevant materials concerning the domain name dispute cases publicly available. However, the Dispute Resolution Service
Provider, upon the request of the Complainant or the Respondent, may keep confidential materials and information that may cause damage
to the interests of the party if made publicly available.Article 18 CNNIC has the right to amend this Policy in accordance with the development of the Internet and the domain name system and revision
of the relevant Chinese laws, administrative regulations and policies, etc. The amended Policy will be published on the website and
be implemented 30 calendar days after the date of publication. The amended Policy shall not apply to domain name disputes that had
been submitted to a Dispute Resolution Service Provider prior to the amendment of this Policy.The amended Policy will automatically become a part of existing domain name registration agreements between the domain name holder
and the Registrar. If a domain name holder does not agree to be bound by the Policy or its amended version thereof, he shall notify
the Registrar in a timely manner. The Registrar will continue the domain name services for the domain name holder for 30 calendar
days after the receipt of such notification and cancel the relevant domain name registration after the passage of the 30 calendar
days.Article 19 This Policy is subject to the interpretation of CNNIC.Article 20 This Policy shall be implemented since September 30, 2002. Chinese Character Domain Name Dispute Resolution Policy (Trial Implementation)
ceases effect simultaneously.

China Internet Network Information Centre
2002-09-25

CIRCULAR OF THE MINISTRY OF COMMUNICATIONS ON STRENGTHENING THE ADMINISTRATION OF TRAMP SHIP TRANSPORT ACROSS TAIWAN STRAIT

The Ministry of Communications

Circular of the Ministry of Communications on Strengthening the Administration of Tramp Ship Transport Across Taiwan Strait

JiaoShuiFa [2002] No.552

November 26, 2002

The communications departments (bureaus, commissions) and maritime bureaus of the provinces, autonomous regions and municipalities
directly under the Central Government, the bureaus (commissions) of communications and maritime bureaus of the municipalities separately
listed on the State plan, and the harbor bureaus, harbor group corporations and maritime bureaus of the open ports:

In accordance with the Measures for the Administration of Shipping Across Taiwan Strait promulgated by the Ministry of Communications
in August of 1996 and the Regulations of the People’s Republic of China on International Shipping promulgated by the State Council
in December of 2001, no enterprise or ship may, without the approval of the communications authority under the State Council, operate
water transport straight from China’s mainland to Taiwan area or vice versa, or through a third place.

During the recent years, the Ministry of Communications have effectively administered the across-strait liner transport, which is
in good order and provides effective and reliable transport services for the across-strait trade. Recently it has been found that
some ship companies engaging in tramp ship transport across Taiwan Strait hasn’t implemented the aforesaid provisions, especially
a small number of foreign ship companies operate across-strait transport business without approval, and thus seriously violate the
policies and provisions on across-strait transport.

In order to strictly execute the regulations and to promote the realization of complete and straight navigation across Taiwan Strait,
the administration of across-strait tramp ship transport must be strengthened, all the ship companies engaging in across-strait transport
shall go through the examination and approval procedures with the Ministry of Communications pursuant to the provisions as soon as
possible. From the day of promulgation of this Circular to December 31, 2002, For the across-strait goods transport contracts that
have been signed, and the goods concerned must be transported within this year, the mainland ship companies shall file applications
directly with the Ministry of Communications according to the procedures for submitting separate applications for approval; the ship
companies of Taiwan, Hong Kong and Macao areas shall file applications directly with the Ministry of Communications through their
mainland ship agencies with the power of ship agency for foreign trade transport; if it is really necessary, foreign ship companies
may also file applications directly with the Ministry of Communications through the aforesaid ship agencies in China’s mainland.
The Ministry of Communications will examine and approve the aforesaid applications on a separate basis. The following materials shall
be provided for the application: Written application (including goods to be transported, calling port, beginning and end time), business
license (copy) and ship materials (including ship classification, nationality of ship, and ship ownership certificate etc). For across-strait
tramp ship transport by time charter or bareboat charter, copy of the charter contract or corresponding documents shall also be provided.

To apply for undertaking across-strait tramp ship transport after January 1, 2003, the applicant shall be a ship company registered
in China’s mainland with the qualification for foreign trade transport; or a ship company registered in Hong Kong, Macao that is
the asset of permanent residents of Hong Kong or Macao, or of residents of China’s mainland or Taiwan area; or a ship company registered
in Taiwan area. Among them, the mainland ship company shall be a direct applicant, the ship company of Hong Kong, Macao or Taiwan
shall entrust its ship agency in China’s mainland that has the power of ship agency for foreign trade transport to file the application
on its behalf. The aforesaid ship companies shall use the ships provided for in the Measures for Administration of Shipping Across
Taiwan Strait to undertake tramp ship transport, no ships of foreign companies may be used except for special needs.

The application process shall follow the relevant provisions of the Measures for Administration of Shipping Across Taiwan Strait (Decree
[1996] No. 6 of the Ministry of Communications of the People’ s Republic of China) and the Circular on Relevant Issues Concerning
Implementation of the Measures for Administration of Shipping Across Taiwan Strait (JiaoShuiFa [1996] No.941), and the application
shall be examined by the communications authority of the province, autonomous region or municipality directly under the Central Government
of the place where the applicant or the applicant’s agent is located before being transmitted to the Ministry of Communications for
examination and approval. The Ministry of Communications shall make the decision on whether to approve or not within 45 days from
receiving the full set of application materials examined and transmitted, and shall send a copy of the decision opinions to the communications
authority of the province, autonomous region or municipality directly under the Central Government that made the examination.

The application materials shall include: written application, sample of the ocean bill of lading used by the applicant ship company,
credit certifications of the applicant ship company, business license (copy) and ship materials (including ship classification, nationality
of ship, and ship ownership certificate etc); for across-strait tramp ship transport by time charter or bareboat charter, copy of
the charter contract or corresponding documents shall also be provided.

The Ministry of Communications shall issue the License for Waterway Transport Across Taiwan Strait and the Certificate of Ship Operation
Across Taiwan Strait to the ship companies that have been approved to operate tramp ship transport across Taiwan Strait. The valid
term of the license and certificate is 3 years. For continuous operation of tramp ship transport across Taiwan Strait after the expiration
of the valid term, the relevant ship company shall file a written application pursuant to the aforesaid application procedures 40
days earlier. If there are new provisions after the actual straight navigation across Taiwan Strait is realized, such new provisions
shall be observed.

From January 1, 2003, the relevant departments of the ports shall make strict inspections, and shall seriously deal with the ship
companies that undertake across-strait transport without the License for Waterway Transport Across Taiwan Strait and the Certificate
For Ship Operation Across Taiwan Strait.

The Ministry of Communications
2002-11-26

CIRCULAR OF THE MINISTRY OF COMMERCE ON THE PILOT WORK CONCERNING THE EXAMINATION AND APPROVAL OF OVERSEAS INVESTMENTS

Circular of the Ministry of Commerce on the Pilot Work concerning the Examination and Approval of Overseas Investments

Shang He Zi [2003] No. 16
April 28, 2003

The foreign trade and economic cooperation commissions (departments or bureaus) of Beijing City, Tianjin City, Shanghai City, Jiangsu
Province, Zhejiang Province, Ningbo City, Fujian Province, Xiamen City, Shandong Province, Qingdao City, Guangdong Province and Shenzhen
City,

In order to accelerate the “going global” strategy and encourage the relatively advantageous enterprises of various type of ownership
to make investments abroad, this Ministry has carried out a pilot reform, namely decentralizing the power to examine and approve
outbound investments and streamlining the outbound investment examination and approval formalities in Beijing City, Tianjin City,
Shanghai City, Jiangsu Province, Shandong Province, Zhejiang Province, Guangdong Province, Fujian Province, Qingdao City, Ningbo
City, Shenzhen City and Xiamen City. In order to do well the pilot work, find the problems and summarize the experience in time,
you are hereby notified of the items as follows:

In accordance with the requirements of pilot documents, the foreign trade and economic cooperation administrative department of each
pilot province or city (hereinafter referred to as the local administrative department) shall do the examination and approval, archival
filing and statistical work involving the overseas enterprises in an earnest manner. With the approval from a local administrative
department of setting up an overseas enterprise (institution), an Archival Filing Form of Overseas Enterprises (Institutions) Applying
for an Approval Certificate (for specimen, see the Annex) shall be filled out and an official seal shall be affixed to it. An approval
certificate shall be fetched by the applicant from (the Cooperation Department of) this Ministry upon the strength of the Archival
Filing Form and the reply of the local administrative department. After the on-line certificate issuance conditions are mature, the
approval certificates shall be issued by the local administrative department on behalf of this Ministry.

For the purpose of keeping updated of the new situations happening in the outbound investments of China, when an applicant makes an
application for an approval document for merger, procuring (exchanging) shares, getting listed abroad, setting up an investment and
holding enterprise or institution abroad, or setting up a development zone or research center abroad, besides an archival filing
form and the reply of the local administrative department, it shall report to this Ministry a complete set of application materials
which it reports to the local foreign trade and economic cooperation administrative department.

In the reply to an enterprise, a local administrative department shall make a clear requirement for the enterprise to register in
the economic and commercial office of the Chinese embassy or consulate based abroad, participate in the joint annual inspection on
overseas investments in time and carry out the foreign exchange register formalities in time. Any equity of any overseas enterprise
may not be possessed in the name of an individual. Under any special situation, if actually necessary to hold such equity in the
name of an individual, the entrusted agreement shall be reached by notary at home and abroad in accordance with the related provisions.

Any local administrative department may not grant the power of examining and approving overseas investments to any inferior entity
without permission of this Ministry.

All pilot entities shall make a brief summary on the pilot work by the end of each quarter and give a report concerning the problems,
opinions or suggestions on the pilot work to (the Cooperation Department of) this Ministry in time.

Appendix

Appendix:

Archival Filing Form of Overseas Enterprises (Institutions) Applying for an Approval Certificate

Seal of Entity: Date of Filing: Monetary

Unit: (USD 10, 000)

Name of Overseas Enterprise (Institution) :
Address:
Establishment Form: New Establishment_______Merger_________Having Shares ______		Industry Concerned:
Investors (Sponsor)	Chinese Party:
	Foreign Party:
Registered Capital		Total Investment:

Actual Investment	Chinese Party	Investment of Foreign Currency in Cash: Investment in Kind:
	Foreign Party	Investment of Foreign Currency in Cash: Investment in Kind
Other Funds
Business Scope
Product:			Production Scale:/ Year
Business Term: Year(s)			Number of Personnel Assigned abroad:
Approval Document
To Be Filled in by the Ministry of Commerce Hereunder

Initial Examination		Re-examination		Issued by
Serial Number of the Approval Document				Date of Issuance:

Notes:

1. The Archival Filing Form may be printed by any entity in accordance with this format.

2. The words as follows shall be filled in the column "Industry in which the overseas enterprise falls", the import & export, transportation, tourism, project contracting, research and development, consulting, machinery manufacturing, electronics and household appliances, light industry, textiles, clothing processing, agricultural development, oil resource development, mineral resource development, smelting, fishery, real estate development as well as investment and controlling shares.

3.Only the contents as follows shall be filled in the column "Overseas Institution", the name, address, sponsor, business scope, workers assigned abroad as well as approval document.

4. The contents filled in the archival filing form shall be genuine, accurate and complete and shall be consistent with those in the approval document.

5. The archival filing form shall be valid after bearing the official seal of the local foreign trade and economic cooperation administrative department.

NOTICE OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE ON RELEVANT ISSUES CONCERNING FOREIGN EXCHANGE CONTROL ON INDIVIDUAL FOREIGN TRADE OPERATIONS

State Administration of Foreign Exchange

Notice of the State Administration of Foreign Exchange on Relevant Issues concerning Foreign Exchange Control on Individual Foreign
Trade Operations

Hui Fa [2004] No.86

August 10, 2004

The branches of the State Administration of Foreign Exchange (hereinafter referred to as SAFE) or the departments of foreign exchange
control of all provinces, autonomous regions and municipalities directly under the Central Government, the branches of SAFE in Shenzhen,
Dalian, Qingdao, Xiamen and Ningbo, and all Chinese-capital banks designated for the foreign exchange business:

In order to promote the development of foreign trade and the facilitation of it and to improve the foreign exchange control, this
Notice is hereby promulgated as follows concerning the policy of foreign exchange control related to foreign trade in goods by individual
foreign trade operators:

“Individual foreign trade operators” used in the Notice refer to individuals who have gone through the industrial and commercial registration
or other formalities for business operation according to law, obtained the individual license of the industrial and commercial business
or other certificate of business operation, made registration for record according to the provisions of the competent department
of commerce of the State Council (with the exception where no archive registration is required by law) and obtained the right of
engaging in foreign trade operation.

To engage in foreign trade operation, the individual foreign trade operator shall go through the formalities for access to China Electronic
Port with the customs, and then go through the formalities for archive registration for the Roll of Import Entities Making External
Payment of Foreign Exchange or the verification of receipt of foreign exchange by export with the foreign exchange bureau (hereinafter
referred to as the “foreign exchange bureau”) of the place where he has made his industrial and commercial registration or has obtained
his business qualifications. Not until all the formalities mentioned above have been gone through can the individual foreign trade
operator open any settlement account of individual foreign trade or handle any receipt or payment of foreign exchange.

When making the archive registration for the Roll of Import Entities Making External Payment of Foreign Exchange or the verification
of receipt of foreign exchange by export, the individual foreign trade operator shall provide the foreign exchange bureau with the
following materials:

(1)

an application;

(2)

the original copy and the copy of his valid ID certificate;

(3)

the duplicate and the copy of his license of industrial and commercial business or other certificates of business operation obtained
lawfully;

(4)

the original copy and the copy of the archive registration form of the foreign trade operator sealed with the archive registration
print;

(5)

his registration certificate by the customs and its copy;

(6)

the code certificate of his organization and its copy;

(7)

his IC card of “China Electronic Port”; and(8) other materials required by the foreign exchange bureau.

The foreign exchange bureau shall handle relevant formalities for the individual foreign trade operator if all the materials mentioned
above are inerrably submitted.

The individual foreign trade operator may, with the approval of the foreign exchange bureau, open an individual settlement account
of foreign trade according to the need of his operation.

To apply for an individual settlement account of foreign trade, the individual foreign trade operator shall submit to the foreign
exchange bureau the following materials:

(1)

an application for opening an account in writing ;

(2)

the original copy and the copy of his valid ID certificate;

(3)

the original copy and the copy of the archive registration form of the foreign trade operator sealed with the archive registration
print;

(4)

the code certificate of his organization and its copy; and

(5)

other materials required by the foreign exchange bureau.

After checking and verifying all the materials mentioned above and finding no inerrability in them, the foreign exchange bureau shall
issue an Approval for Current Operation, by which the individual foreign trade operator may open an account with a bank engaging
in foreign exchange business in his place (hereinafter referred to as the “bank”). When opening an individual settlement account
of foreign trade for an individual, the bank shall add the word “individual” to the account post_title.

The foreign trade settlement accounts of individual foreign trade operators shall be incorporated into the information system of foreign
exchange account management. The limits thereon shall be fixed at 100% of the actual receipt of foreign exchange under the trade
of individual foreign trade operators in goods.

The access procedures and technical regulations on the incorporation of foreign trade settlement accounts of individual foreign trade
operators into the information system of foreign exchange account management shall be issued by the SAFE separately. Before such
issuance, formalities of foreign exchange control such as opening and closing of accounts mentioned above shall be handled by hand
temporarily.

The collection and payment in the foreign trade settlement account of a foreign trade operator means the collection and payment of
foreign exchange under the import and export of goods, including incidental the collection and payment under the trade in goods.

The foreign trade settlement account is a foreign exchange account so that no foreign cash can be deposited in or withdrawn from it.

Foreign exchange fund may be transferred between the individual foreign trade settlement account and the individual foreign currency
savings account of the same person, however, the fund transferred from the individual savings account to the foreign trade settlement
account shall be limited to external payment on the date of such transfer and can not be made for settlement of exchange. Fund in
the individual foreign trade settlement account may be transferred to the individual foreign cash savings account, however, fund
in the individual foreign cash savings account may not be transferred to the individual foreign trade settlement account.

In his operation of foreign trade in goods, the individual foreign trade operator may make purchase, external payment and settlement
of foreign exchange either directly with the bank or through his individual foreign trade settlement account. However, they can go
through formalities for external payment of foreign exchange neither directly through the individual foreign currency savings account
nor through other foreign currency savings accounts of the operator used alternatively or together.

Where any price of goods needs to be paid in advance externally under the trade in goods and one payment of equivalence is below US$30,000(including
US$30,000), the individual foreign trade operator shall go through the formalities for the external payment with the bank by presenting
relevant certifying materials such as the import contract, the verification form of payment of foreign exchange by import and the
proforma invoice. Where one payment of equivalence is beyond US$30,000, the individual foreign trade operator shall present the import
contract, the verification form of payment of foreign exchange by import, the proforma invoice and the letter of guarantee for such
payment in advance.

The foreign exchange receipt of the individual foreign trade operator from export of goods may be directly settled, or settled through
depositing it in his individual foreign trade settlement account, or settled through depositing it in his individual foreign trade
settlement account and then transferring it to his individual foreign currency savings account.

(1)

Where the amount in a lump sum is equal to or below the equivalent of US$10,000, the operator shall settle the foreign exchange directly
with the bank by presenting his ID certificate;

(2)

Where the amount in a lump sum or the cumulative sum in one day is more than the equivalent of US$10,000:

(a)

If the transaction is to be settled in form of letter of credit, letter of guarantee or documentary collection, the operator shall
go through the formalities for the settlement of foreign exchange by presenting the valid commercial documents in any kind of such
forms.

(b)

If the transaction is to be settled in form of remittance and the settlement of foreign exchange in self-operated export is directly
done or after depositing into the individual foreign trade settlement account, the operator shall go through the formalities for
settlement of foreign exchange with the bank after the verification of its authenticity by the bank by presenting the relevant certifying
documents such as his ID certificate, the export entry and the verification form of receipt of foreign exchange by export.

(3)

In the case of settlement of foreign exchange through depositing into the individual foreign trade settlement account and transferring
to the individual foreign currency savings account, in addition to the provisions of the two preceding items, the Circular of the
State Administration of Foreign Exchange on Problems Related to the Standardization of the Management of Residents’ Personal Foreign
Exchange Settlement (SAFE No. 18 [2004]) shall be abided by.

10.

As to the method of supervision under which a verification form of receipt of foreign exchange by export is required for export entry,
the individual foreign trade operator shall apply to the foreign exchange bureau for the verification form in accordance with the
relevant present provisions. The foreign exchange bureau shall, according to the situation of the operator’s business and the verification
performance, determine the number of verification forms to be issued and issue them to the operator. Any new individual foreign trade
operator applying for verification forms for the first time, in addition, shall present the original copy and the copy of the relevant
contract to the foreign exchange bureau which shall determine the number of verification forms to be issued and issue them to the
operator according to the concrete situation after auditing.

11.

In case individuals receive funds from abroad or making external payment in the operation of foreign trade, they shall handle statistical
declaration of international balance of payment in accordance with the provisions of the Measures for the Statistical Declaration
of International Balance of Payment and other relevant provisions and fill corresponding corporate declaration forms.

12.

The receipt and payment of foreign exchange of the individual foreign trade operator under the technology import and export and the
service trade shall be handled in accordance with the relevant provisions concerning the control of foreign exchange under non-trade
account of domestic institutions. Individuals’ receipt and payment of foreign exchange under capital and financial accounts shall
be handled in accordance with the relevant present provisions concerning the foreign exchange control.

This Circular shall not apply to individual foreign operators’ operation of any border trade or foreign trade in goods in any special
economic zones such as bonded areas or export processing areas.

13.

Individual foreign trade operators shall accept the supervision and inspection of the foreign exchange bureau. The foreign exchange
bureau shall, pursuant to the Regulations of the People’s Republic of China on Foreign Exchange Control and other regulations on
foreign exchange control, impose punishment on any individual foreign trade operator who violates this Circular or any other provisions
on foreign exchange control. If the violation constitutes a crime, the judicial departments shall investigate the violator for criminal
responsibility.

14.

Other matters on foreign exchange control not covered or clearly provided herein shall be handled by referring to the current policy
for control of foreign exchange related to foreign trade activities by domestic institutions.

This Circular shall go into effect 30 days later after its promulgation. After receiving this Notice, each branch of the SAFE and
department of foreign exchange shall promptly transmit the Notice to the sub-branches and banks under its jurisdiction and make it
public. Each Chinese-capital bank designated for foreign exchange business shall promptly transmit the Notice to its affiliated branches
and sub-branches. Any question occurred in the implementation of this Notice shall be fed back promptly to the SAFE.

State Administration of Foreign Exchange
2004-08-10

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CONSTITUTION ACT, 1982 – page 22

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CONSTITUTION ACT, 1982 – page 20

CONSTITUTION ACT, 1982 – page 19

CONSTITUTION ACT, 1982 – page 18

CONSTITUTION ACT, 1982 – page 17

CONSTITUTION ACT, 1982 – page 16

CONSTITUTION ACT, 1982 – page 12

CONSTITUTION ACT, 1982 – page 11

CONSTITUTION ACT, 1982 – page 10

CONSTITUTION ACT, 1982 – page 9

CONSTITUTION ACT, 1982 – page 8

CONSTITUTION ACT, 1982 – page 7