INSURANCE LAW OF THE PEOPLE’S REPUBLIC OF CHINA

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The Standing Committee of the National People’s Congress

Insurance Law of the People’s Republic of China

October 28, 2002

(Adopted at the 14th meeting of the Standing Committee of the Eighth National People’s Congress on June 30, 1995, Amended in accordance
with the Decision on Modifying the Insurance Law of the People’s Republic of China adopted at the 30th Meeting of the Standing Committee
of the Ninth People’s Congress)

ContentChapter I General Provisions

Chapter II Insurance Contract

Section 1 General Provisions

Section 2 Property Insurance Contract

Section 3 Life Insurance Contract

Chapter III Insurance Company

Chapter IV Insurance Operational Rules

Chapter V Supervision and Administration of the Insurance Business

Chapter VI Insurance Agents and Insurance Brokers

Chapter VII Legal Liability

Chapter VIII Supplementary Provisions

Chapter I General Provisions

Article 1

This law has been formulated with a view to standardizing the insurance activities, protecting the legitimate rights and interests
of parties to insurance activities, strengthening the supervision and administration of the insurance business and promoting its
healthy development.

Article 2

Insurance used in this law refers to the act of payment of premiums by the insurants to insurers and the responsibility of the insurers
to give indemnity to the insurants in case of losses to property of the insurants caused by a specific contingency or perils of death,
injury, sickness of the insured upon the stipulated age according to terms as set in the contracts.

Article 3

All insurance activities within the territory of the People’s Republic of China shall be governed by this law.

Article 4

Insurance activities shall be subject to the rule of laws and administrative regulations, be in compliance with the social ethics
and the principle of free will.

Article 5

The parties concerned in insurance activities shall abide by the principle of good faith in the exercise of rights and performance
of obligations.

Article 6

Insurance companies shall be set up according to this law to engage in commercial insurance business. No other entity or individual
is allowed to engage in such business.

Article 7

Legal persons and other organizations which want to be insured within the territory of the People’s Republic of China shall enter
into insurance policy documents with the insurance companies within the territory of the People’s Republic of China.

Article 8

In carrying out business, insurance companies shall follow the principle of fair competition. Illicit competition is not allowed.

Article 9

Insurance supervisory and regulatory body under the State Council shall exercise supervision and administration of the insurance business
according to the provisions of this law.

Chapter II Insurance Contract Section 1 General Provisions

Article 10

An insurance contract is an agreement for defining insurance rights and obligations of the insurants and the insurers.

An insurant refers to a person who has signed insurance contract with an insurer and undertakes the obligation of paying insurance
premiums according to the amount stipulated in the insurance contract.

An insurer refers to an insurance company which has signed insurance contracts with the insurant and undertakes the responsibility
to pay indemnity or insurance money to the latter.

Article 11

In signing an insurance contract, the insurant and the insurer shall observe the principle of fairness, mutual benefit, reaching agreements
through consultation and free will without harming the public interest.

Insurance companies or other entities are not allowed to sign insurance contracts with others by coercion except otherwise provided
by law or administrative decrees or regulations.

Article 12

An insurant shall own the insurable interest in the objects of insurance.

If an insurant has no insurable interest in the objects of insurance, the insurance contract shall be invalid.

Insurable interest refers to the interest of the insurant in the objects of insurance recognized by law.

Objects of insurance refer to property or related interest insured or life and health of a person insured.

Article 13

An insurance contract shall hold after the insurant applies for insurance and the insurer agrees to underwrite the insurance and the
two sides have reached agreement on the clauses of the contract.

The insurer shall issue insurance policies or other insurance certificates to the insurant in a timely manner and specify on the insurance
policies or other insurance documents the contents of the contracts agreed by the two sides. The insurant and the insurer, upon agreement,
may also conclude insurance contracts in the form of written agreement other than those provided for in the preceding paragraph.

Article 14

After an insurance contract is concluded, the insurant shall pay premium as agreed upon in the contract and the insurer shall start
to undertake insurance liabilities at the time agreed upon.

Article 15

The insurant may terminate the insurance contract after the contract is signed except otherwise provided for by this law or by the
insurance contract.

Article 16

The insurer is not allowed to terminate the insurance contract after the contract is signed except otherwise provided for by this
law or by the insurance contract.

Article 17

In concluding an insurance contract, the insurer should explain the contents of the clauses of the insurance contract and may raise
inquiries on matters concerning the objects of insurance or the insurant, and the insurant shall make true representations.

If the insurant conceals facts deliberately and refuses to perform the obligations of making true representations or fails to perform
the obligations of making representations due to negligence that would be enough to affect the insurer from making the decision of
whether or not to agree to accept the insurance or raise the insurance premium, the insurer has the right to terminate the insurance
contract.

If the insurant deliberately refuses to perform the obligations of making true representations, the insurer shall not undertake to
pay indemnity or insurance money for insured risks that occurs before the contract is terminated and shall not return the insurance
premium.

If the insurant fails to perform the obligations of making representations due to negligence, thereby seriously affecting the occurrence
of insured risks, the insurer shall not undertake to pay indemnity or insurance money for contingency that occurs before the contract
terminates but may return the insurance premium.

Insured risks refer to the contingencies or perils covered by the insurance as agreed upon in the insurance contract.

Article 18

If an insurance contract provides for the exemption of liabilities for the insurer, the insure shall clearly state in before signing
the insurance contract. If no clear statement is made about it, the clause shall not be binding.

Article 19

An insurance contract shall contain the following:

Name and domicile of the insurer;

Names and residences of the insurant and the insured and the name and residence of the beneficiaries of life insurance.

Objects of insurance;

Insurance liability and liability exemption;

Insurance term and the starting time of insurance liabilities;

Insured value;

Insured amount;

Premium and the method of payment;

The method of payment of insurance indemnity or insurance money;

10.

Liabilities for breach of contract and the handling of disputes;

11.

The year, month and date in which the contract is signed.

Article 20

The insurant and the insurer may reach agreement on related matters other than those stated in the preceding paragraph.

Article 21

The insurant and the insurer, after consultation, may alter the contents of the insurance contract within the valid period of the
insurance contract.

In altering the contents of an insurance contract, the insurer shall take notes on the original insurance policies or other insurance
documents or attach a rider or a written agreement on the alteration signed by the insurant and the insurer.

Article 22

The insurant, the insured or beneficiaries shall notify the insurer of the occurrence of the insured risks in time after they have
learned about them.

The insured refers to a person who is protected by the property or life insurance contract and who enjoys the right to insurance claims.
An insurant may be an insured.

A beneficiary refers to a person who has been designated by the insured or the insurant to enjoy the right to insurance claims. The
insurant or the insured may be the beneficiary.

Article 23

In claiming for indemnity or payment according to an insurance contract after an insured risk occurs, the insurant, the insured or
the beneficiaries are obliged to provide evidence or materials to prove the nature and causes of the contingency and losses caused
by it.

If the insurer deems the evidence or materials provided incomplete according to the agreement in the insurance contract, the insurer
shall notify the insurant, the insured or the beneficiaries and demand for additional evidence or materials.

Article 24

After receiving the claim by the insured or beneficiaries for compensation or payment of insurance money, the insurer shall make a
timely verification and notify the insured or beneficiary of the verification results; perform the obligations of compensation or
payment within ten days after reaching an agreement on the compensation or payment with the insured or beneficiaries if the case
is of insured liability. The insurer shall make compensation or payment according to the insured amount and according to the time
limit for compensation or payment as agreed in the insurance contract.

If an insurer has failed to perform the obligations provided for in the preceding paragraph, the insurer shall compensate for the
losses arising therefrom in addition to the payment of insurance money.

No entity or individual is allowed to illegally interfere in the performance by the insurer of the liabilities to compensation or
payment; nor shall it limit the right of the insured or beneficiaries from obtaining the insurance money.

The insured amount refers to the maximum amount for compensation or insurance money payment to be paid by the insurer.

Article 25

If the insurer does not deem a contingency as insured liability after receiving the claims for compensation or insurance money from
the insured or beneficiaries, the insurer shall issue a notice to insured or beneficiaries of the refusal of the claim.

Article 26

The insurer shall pay in advance according to the minimum amount determined by the evidence or materials if the amount for compensation
or payment cannot be determined within 60 days starting from the date of receiving the insurance claims and related evidence and
materials. The differences shall be made up for after the insurer finally determines the amount of compensation or payment.

Article 27

The right to claims for compensation or insurance payment by the insured or beneficiaries covered by insurance other than life insurance
shall cease to exist if it is not exercised within two years starting from the date when the insured risk is known.

The right to claims for compensation or insurance payment by the insured or beneficiaries covered by life insurance shall cease to
exist if it is not exercised within five years starting from the date of the occurrence of the insured risks.

Article 28

If the insured or beneficiaries falsify the occurrence of insured risks which have not occurred and claim for compensation or insurance
payment, the insurer has the right to terminate the insurance contract, with the insurance premiums not to be returned.

If the insurant, the insured or beneficiaries deliberately fabricate the occurrence of the insured risks, the insurer has the right
to terminate the insurance contract and shall refuse to perform the obligations of compensation or insurance payment, except otherwise
provided for in the first paragraph of Article 64 of this law, with the insurance premiums not to be returned.

If, after an insured contingency occurs, the insurant, the insured or beneficiaries are found to have forged or fabricated related
certificates, materials or other evidence to prove the causes of the insured risks or for exaggerating the losses, the insurer shall
not compensate or pay for the part falsified.

If the insurant, the insured or beneficiaries are found to have committed one of the acts listed in the preceding three paragraphs
that have caused the insurer to pay the insurance money or other expenses, the payment shall be returned or compensated for.

Article 29

If an insurer transfers part of a liability assumed to another insurer, it is re-insurance.

At the request of the re-insurance underwriter, the re-insurer shall make representations of its own liabilities or the related information
of the original insurance to the re-insurance underwriter.

Article 30

The re-insurance underwriter shall not claim for the payment of premium from the insurant of the original insurance contract.

The insured or beneficiaries of the original insurance contract shall not claim for compensation or insurance money from the re-insurance
underwriters.

The re-insurer shall not refuse to perform or delay the performance of the originally insured liability on the pretext of non-performance
of the re-insurance liability by the re-insurance underwriter.

Article 31

If the clauses of an insurance contract are in dispute among the insurer and the insurant, the insured or beneficiaries, the people’s
court or arbitration organizations shall make interpretations favorable to the insured and beneficiaries.

Article 32

The insurer or re-insurance underwriter shall be obliged to keep confidential the information about the operations and property as
well as the privacy of the insurant, the insured, the beneficiary or the re-insurer it has got to know in handling the insurance
business.

Section 2 Property Insurance Contract

Article 33

A property insurance contract is an insurance contract with the property or related interests as the object of insurance.

The property insurance contract that appears in this section is called “contract” for short, except otherwise specified.

Article 34

The insurer shall be notified of the transfer of the objects of insurance and the insurance contract shall be altered with the consent
of the insurer to continue to underwrite the policy. But the transport insurance contracts and contracts with otherwise agreements
are exceptions.

Article 35

When the insured liability starts for the transport insurance contract and the voyage insurance for means of transport, the parties
to the contract may not terminate the contract.

Article 36

The insured shall observe the relevant regulations on fire, safety, production operations and labor protection and protect the objects
insured.

According to the contract, the insurer may carry out safety checks of the objects insured and timely put forward written proposals
to the insurant or the insured to eliminate unsafe factors or hidden dangers.

If the insurant or the insured has failed to perform its due obligations concerning the safety of the objects insured, the insurer
has the right to demand additional insurance premiums or terminate the contract.

The insurer may, with the consent of the insured, adopt precautionary measures in order to safeguard the objects insured.

Article 37

If within the validity period of the contract, the risks of the objects of insurance have increased, the insured shall notify the
insurer in good time according to the contract and the insurer has the right to claim for additional insurance premiums or terminate
the contract.

If the insured fails to perform the obligation of notifying the insurer of the increased risks, the insurer shall not undertake to
compensation for the occurrence of the insured contingencies that occur due to the increase in the risks of the objects insured.

Article 38

The insurer shall reduce insurance premiums and return the corresponding premiums on the daily basis if any of the following cases
occurs, except otherwise provided for:

The circumstances on which the premium rating is based have changed and the risks concerning the objects insured have markedly been
reduced.

The insured value of the objects of insurance has markedly been reduced.

Article 39

If, before the insured liability starts, the insurant demands termination of the contract, the insurant shall pay commissions to the
insurer and the insurer shall return the premiums paid. If, after the insured liability starts, the insurant demands the termination
of the contract, the insurer may collect the insurance premiums due for the period from the date when the insured liability starts
to the date of the termination of the contract, with the remaining returned to the insurant.

Article 40

The insured value of the objects insured shall be agreed upon between the insurant and the insurer and specified in the contract or
determined according to the actual value of the objects of insurance at the time when the insured risks occur.

The insured amount shall not exceed the insured value. If it exceeds the insured value, the part in excess shall be invalid.

If the insured amount is less than the insured value, except otherwise provided for, the insurer shall undertake to compensation according
to the proportion between the insured amount and the insured value.

Article 41

The insurant of double insurance shall notify all the insurers of the double insurance.

If the insured amount of double insurance exceeds the insured value, the total amount of compensation made by all insurers shall not
exceed the insured value. Except otherwise provided for in the contract, each insurer shall undertake to compensation according to
the proportion of its insured amount in the total insured amount.

Double insurance refers to insurance contracts signed by an insurant with more than two insurers for the same objects of insurance,
the same insurable interest and the same insured risks.

Article 42

When an insured risk occurs, the insured shall be obliged to adopt all necessary measures to prevent or mitigate losses.

After an insured risk occurs, all the necessary and reasonable cost paid by the insured to prevent or mitigate the losses of the objects
insured shall be covered by the insurer. The amount undertaken by the insurer shall be calculated separately from the compensation
for the losses of the objects insured, with the maximum amount not exceeding the insured amount.

Article 43

If part of the objects insured sustains losses, the insurant may terminate the contract within 30 days after the insurer pays the
indemnities. Except otherwise provided for, the insurer may also terminate the contract. In the case in which the insurer terminates
the contract, the insurer shall notify the insured 15 days in advance and return the premiums on the part not sustaining losses to
the insured after deducting the part receivable from the date when the insured liability starts to the date when the contract is
terminated.

Article 44

If, after an insured risk occurs, the insurer has paid up all the insured amount and the insured amount is equal to the insured value,
all the rights of the objects insured sustaining losses shall be in the possession of the insurer. If the insured amount is less
than the insured value, the insurer shall retain part of the rights according to the proportion between the insured amount and the
insured value.

Article 45

If an insured risk occurs due to the damage of the objects insured by a third party, the insurer shall, starting from the date of
paying the indemnities, subrogate the insured to exercise the right to indemnities from the liable third party.

If, after the insured risk occurs as provided for in the preceding paragraph, the insured has already obtained indemnities from the
third party, the insurers may pay the indemnities in the amount after the indemnities paid by the third party to the insured are
deducted.

The subrogation of the insurer to exercise the right to claim for indemnities according to the provisions of the first paragraph of
this article shall not affect the right of the insured to claim for indemnity from the third party on the part not compensated for.

Article 46

If, after an insured risk occurs, the insured has forfeited the right to claim for indemnities from the third party before the insurer
pays the insurance money, the insurer shall not undertake to indemnities.

If, after the insurer has paid indemnities to the insured, the insured forfeits the right to indemnities from the third party, without
the insurer’s consent, the act is invalid.

If, due to the fault of the insured, the insurer cannot subrogate the insured to exercise the right to claim for indemnities, the
insurer shall reduce the payment of insurance money correspondingly.

Article 47

Except the family members or other members of the insured deliberately cause the insured risk to occur as provided for in the first
paragraph of Article 44 of this law, the insurer shall not subrogate the family members or other members of the insured to exercise
the right to indemnity claims.

Article 48

When the insurer exercises the right of subrogation to indemnity claims, the insured shall provide the insurer with necessary documents
and the related information in its knowledge.

Article 49

The necessary and reasonable expenses paid by the insurer and the insured for investigating and establishing the nature and the causes
of the insured risks and the losses of the objects of insurance shall be covered by the insurer.

Article 50

The insurer shall, according to the provisions of law or the agreement in the contract, directly pay insurance money to the third
party if damages are caused by the insured covered by the liability insurance.

Liability insurance refers to insurance that makes the liability to indemnities of the insured to the third party as the object.

Article 51

If the insured risk that has caused harm to the third party due to the insured is brought for arbitration or before the court, the
necessary and reasonable expenses as arbitration fees or the litigation expenses paid by the insured shall be covered by the insurer.

Section 3 Life Insurance Contract

Article 52

A life insurance contract is an insurance contract that takes the life and body of persons as the objects of insurance.

The life insurance contract is called “contract” for short except otherwise specified.

Article 53

An insurant shall have the insurable interest for the following people:

The insurant himself;

Spouse, children and parents;

Other members of the family or blood relatives other than those specified in the preceding paragraph for whom the insurant has or
shares the obligations of support.

Except the provisions of the preceding paragraph, if the insured agrees to let the insurant to sign the contract for him, the case
shall be regarded as the insurant having insurable interest in the insured.

Article 54

If the age of the insured stated by the insurant is not true and the true age does not conform to the age limit agreed in the contract,
the insurer may void the contract and return the insurance premium after deducting the commissions, except when the time has exceeded
two years starting from the date of the conclusion of the contract.

If the insurance premium paid by the insurant is less than what is payable due to the misstatement of age on the part of the insurant,
the insurer has the right to correct and demand retroactive payment of premiums from the insured or pay the insurance money according
to the proportion of the premiums actually paid and the premiums payable.

If the insurance premium paid by the insurant is more than what is payable due to the misstatement of age on the part of the insurant,
the insurer shall return the premiums in excess of the due amount.

Article 55

The insurant is not allowed to take out the whole life policies for people incapable of civil acts; neither shall the insurer underwrite
such policies.

But the cases in which parents take out life insurance policies for their children not coming of age are not limited by the preceding
provisions. But the lump sum settlement upon the death of the insured shall not exceed the limit set by the insurance supervision
and administration department.

Article 56

A contract that makes death as the conditions for payment of proceeds shall be invalid without the written approval of the insured
for the contract and the insured amount.

The insurance policies issued according to the contract that makes death as the conditions for payment of proceeds shall not be transferred
or used as mortgage without the written approval of the insured.

But the life insurance taken by parents for their children not coming of age is not limited by the provisions in the first paragraph
of this article.

Article 57

After a contract comes into effect, the insurant may pay the insurance premium by a lump sum or by installments as agreed upon in
the contract.

If a contract provides for the payment of premium in installments, the insurant shall pay the first payment of premiums at the time
when the contract is signed and pay the rest according to the time limit set in the contract.

Article 58

After the insurant pays the first payment of premiums according to contract that provides for premium payment in installments, but
the insurant fails to pay the premium of the period within 60 days of the prescribed period, the contract shall become void or the
insurer shall reduce the insured amount according to the conditions provided for in the contract.

Article 59

In the case of the void of the contract as provided for in the preceding article, the effect of the contract may be restored after
the insurer and the insured reach agreement through consultation and the insurant pays the premium retroactively. However, in the
case when the two sides fail to reach agreement within two years after the termination of the contract, the insurer has the right
to terminate the contract.

If the contract is terminated as provided for in the preceding paragraph, the insurer shall return the cash value of the insurance
policies as agreed upon in the contract if the insurant has paid up insurance premium for more than two full years. If the insurant
has not paid up the premium for two years, the insurer shall return the premium paid after deducting the commissions.

Article 60

The insurer shall not demand payment of premiums for life insurance by taking legal actions.

Article 61

The beneficiaries of life insurance shall be designated by the insured or the insurant.

In appointing beneficiaries, the insurant shall get the approval of the insured.

If the insured is a person incapable of civil acts or whose capability of civil acts is restricted, the guardian shall appoint the
beneficiaries.

Article 62

The insured or the insurant may appoint one or several persons as beneficiaries.

In the case of several beneficiaries, the insured or the insurant may determine the order and shares of the benefit among them. If
the share of benefit is not determined, the beneficiaries shall share the benefit equally.

Article 63

The insured or the insurant may change the beneficiaries and notify the insurer in writing.

The insurer shall take notes on the insurance policies after receiving the written notice on the change of the beneficiaries. In changing
the beneficiaries, the insurant shall get the consent of the insured.

Article 64

After the death of the insured, the insurance money shall be treated as the legacy of the insured and the insurant shall perform the
obligation of paying the insurance money to the inheritors of the insured if any of the following cases occurs:

Beneficiaries are not appointed;

The beneficiaries die before the insured and there are no other appointed beneficiaries;

The beneficiaries lose the right to the insurance benefit according to law or forfeit the right to benefit and there are no other
beneficiaries.

Article 65

If the insurant or the beneficiaries deliberately cause the death, injury or sickness of the insured, the insurer shall not undertake
to pay the insurance money.

If the insurant has paid up insurance premiums for more than two full years, the insurer shall, according to the provisions of the
contract, return the cash value of the policies to the other beneficiaries enjoying the right to benefit. If a beneficiary deliberately
causes the death or injury of the insured or deliberately and unsuccessfully murders the insured, the beneficiary shall lose the
right to the benefit.

Article 66

If the insured to the contract that takes the death of the insured as the condition of payment commits suicide, the insurer shall
not undertake to pay the insurance, except the cases provided for in the second paragraph of this article, but the insurer shall
return the insurance premiums paid by the insurant according to the cash value of the policy.

If the insured commits suicide two years after the contract that takes death as the condition of payment is signed, the insurer shall
pay the insurance according to contract.

Article 67

If the insured deliberately commits crimes that lead to its own injury or death, the insurer shall not undertake to insurance payment.
If the insurance premium has been paid for more than two full years, the insurer may return the cash value according to the policy.

Article 68

If a person covered by life insurance dies, is injured or sick due to the acts of any third party, the insurer shall not be enpost_titled
to recover from the third party after paying insurance to the insured or beneficiaries. But the insured or the beneficiaries shall
have the right to claim compensation against the third party.

Article 69

If a contract is terminated by the insurant, who has paid up premiums for more than two full years, the insurer shall return the cash
value of the policies within 30 days starting from the date of receiving the notice of contract termination. If the premium has been
paid for less than two full years, the insurer shall return the premium after deducting the commissions according to the provisions
of the contract.

Chapter III Insurance Company

Article 70

Insurance companies shall adopt the following organizational forms:

Joint stock company;

Wholly state-owned company.

Article 71

The opening of an insurance company shall get the approval of the insurance supervision and administration department.

Article 72

The opening of an insurance company shall meet the following requirements:

It shall have articles of association as provided for by this law and the company law;

It shall have the minimum registered capital provided for in this law;

OFFICIAL REPLY OF THE STATE ADMINISTRATION OF TAXATION ON TAX TREATMENT TOWARDS INCOME FROM RELOCATION COMPENSATION RECEIVED BY ENTERPRISES WITH FOREIGN INVESTMENT AND FOREIGN ENTERPRISES

The State Administration of Taxation

Official Reply of the State Administration of Taxation on Tax Treatment towards Income from Relocation Compensation Received by Enterprises
with Foreign Investment and Foreign Enterprises

The State Administration of Taxation

January 29, 2003

Guangdong State Tax Bureau:

Your Request for Exemption of Enterprise Income Tax on the Income of Relocation Compensation Received by ShanWeiJianSheng Abalone
Company Ltd (YueGuoShuiFa [2002] No.321) has been duly received. The Official Reply is hereby made, after discussion, on tax treatment
towards the income from relocation compensation received by an enterprise with foreign investment or a foreign enterprise (hereinafter
referred to as the “Enterprise”) for relocation due to various reasons:

For the Enterprise receiving income from relocation compensation, where after relocation, which will re-purchases or builds fixed
assets same or similar to those before relocation (hereinafter referred to as the “replacement fixed assets”), the surplus reached
after deducting depreciated net value of the various dismantled fixed assets and disposal expenses thereof from the amount of above
income of relocation compensation plus proceeds realized in sales of the various dismantled fixed assets shall be used to set-off
the original price of the replacement fixed assets of the Enterprise.

II.

For the Enterprise receiving income of relocation compensation, where after relocation, which will no longer re-purchases or builds
fixed assets same or similar to those before relocation, then the surplus reached after deducting depreciated net value of the various
dismantled fixed assets and disposal expenses thereof from the amount of above income of relocation compensation plus proceeds realized
in sales of the various dismantled fixed assets shall be listed in the taxable income of the Enterprise in current period, upon which
Enterprise income tax shall be paid after calculation, according to Article 44 of the Rules of Implementation of the Income Tax
Law of the Enterprises with Foreign Investment and Foreign Enterprises of the People’s Republic of China.

The State Administration of Taxation
2003-01-29

ADJUSTMENT OF RUSH FAMILY AND ITS PRODUCTS UNDER THE CATALOGUE OF COMMODITIES UNDER EXPORT LICENSING ADMINISTRATION OF 2003

The Ministry of Commerce, the State Administration of Customs

Adjustment of Rush Family and Its Products Under the Catalogue of Commodities under Export Licensing Administration of 2003

[2003] No. 23

June 5, 2003

Here is to adjust the rush family and its products under the Catalogue of Commodities under Export Licensing Administration of 2003
promulgated by the former MOFTEC and the State Administration of Customs by No. 59 Public Announcement of 2002, and the adjusted
catalogue shall be implemented as of July 1, 2003.

Enterprises may handle with the formalities for replacement of the certificate by presenting the valid licenses issued. Attachment:Form of Adjustment of Rush Family and Its Products Under the Catalogue of Commodities under Export Licensing Administration of 2003htm/e03152.htmBefore adjustment

Before adjustment			After adjustment
Name of general commodity category	Commodity code	Commodity name	Name of general commodity category	Commodity code	Commodity name
Rush family and its products	14019030	Rush family cleaned, bleached or dyed	Fragrant thoroughwort and its products	14019030.10	Fragrant thoroughwort cleaned, bleached or dyed
	46012021.10	Other mats made of rush family materials		46012021.11	Jacquard mat, double-sided mats and pads made of fragrant thoroughwort (with unit area above one square meter whether edged or not)
	46012021.20	Jacquard mats, double-sided mats and pads made of rush family materials		46012021.12	Other mats of fragrant thoroughwort (with unit area above one square meter whether edged or not)
	94042100.10	Faced pads of rush family materials (with unit area above one square meter		94042100.10	Faced mats of fragrant thoroughwort (with unit area above one square meter whether edged or not)

ANNOUNCEMENT OF THE STATE ADMINISTRATION FOR QUALITY SUPERVISION, INSPECTION AND QUARANTINE ON THE CATALOG OF THE FIRST SET OF ABOLISHED DEPARTMENTAL REGULATIONS

The State Administration for Quality Supervision, Inspection and Quarantine

Order of the State Administration for Quality Supervision, Inspection and Quarantine

No.11

In order to accelerate the transformation of the government functions and improve the administrative level according to law, the State
Administration for Quality Supervision, Inspection and Quarantine has cleaned up the present departmental rules and is now issuing
the First Set of Abolished Departmental Regulations(4 pieces,see attachment) which are abolished at the same date of promulgation.

Director general of the State Administration for Quality Supervision, Inspection and Quarantine Li Changjiang

December 11,2001

Announcement of the State Administration for Quality Supervision, Inspection and Quarantine on the Catalog of the First Set of Abolished
Departmental Regulations htm/e02831.htmAppendix

Attachment:

Catalog of the State Administration for Quality Supervision, Inspection and Quarantine of the First Set of Abolished Departmental
Regulations

Order number	Name of the departmental regulation	Promulgating departments	Promulgation date	Reason for abolishment
1	Regulations on the License Administration of Export Mechanical and Electrical Products (for trial implementation)	Former State Administration for Commodity Inspection, Former State Economic Commission, Office of Mechanical and Electrical Product Export under the State Council	Feb.20. 1986	New regulations have been promulgated
2	Measures for the Administration of Export Mechanical and Electrical Products and Accreditation of Inspection Laboratories Thereof	Former State Administration for Commodity Inspection, Office of Mechanical and Electrical Product Export under the State Council	May 21, 1987	New regulations have been promulgated
3	Measures for the Implementation of Accreditation of Export Mechanical and Electrical Product Inspection Laboratories	Former State Administration for Commodity Inspection, Office of Mechanical and Electrical Product Export under the State Council	May 25, 1987	New regulations have been promulgated
4	Opinions on Strengthening the International Accreditation of Mechanical and Electrical Product Export	Former State Administration for Commodity Inspection, Office of Mechanical and Electrical Product Export under the State Council	Feb.10, 1993	New regulations have been promulgated

INTERIM RULES OF THE MINISTRY OF FOREIGN TRADE AND ECONOMIC COOPERATION ON THE HEARING OF COUNTERVAILING INVESTIGATION

The Ministry of Foreign Trade and Economic Cooperation

Decree of the Ministry of Foreign Trade and Economic Cooperation

No.10

The Interim Rules on the Hearing of Countervailing Investigation, examined and adopted at the executive meeting on February 10, 2002,
are hereby promulgated, and shall enter into force on March 13, 2002.

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

February 10, 2002

Interim Rules of the Ministry of Foreign Trade and Economic Cooperation on the Hearing of Countervailing Investigation

Article 1

These Rules are enacted in accordance with the relevant provisions in the Countervailing Rules of the People’s Republic of China in
order to ensure the fairness and justness of the countervailing investigation and maintain the lawful rights and interests of the
interested parties and the governments of the interested countries (regions).

Article 2

These Rules shall be applicable to the hearings held by the Ministry of Foreign Trade and Economic Cooperation in the process of countervailing
investigation for adjudication on subsidies.

Article 3

The Import and Export Fair Trade Bureau of the Ministry of Foreign Trade and Economic Cooperation (hereinafter referred to as “the
Import and Export Fair Trade Bureau”) shall specifically organize the hearings for adjudication on subsidies.

Article 4

The hearings for adjudication on subsidies shall be held publicly. While the hearings involving State secrets, commercial secrets
or personal privacy may be held in other ways upon the decision by the Import and Export Fair Trade Bureau.

Article 5

The Import and Export Fair Trade Bureau shall hold a hearing upon the application by an interested party or the government of an interested
country (region). The Import and Export Fair Trade Bureau may, when necessary, decide to hold a hearing of its own accord.

Article 6

Where the Import and Export Fair Trade Bureau holds a hearing of its own accord, it shall notify the interested parties and the governments
of the interested countries (regions) in advance, and shall apply the relevant provisions in these Rules.

Article 7

The interested parties referred to in these Rules shall be the applicants for countervailing investigation, the known export operators
and import operators, and other interested organizations and individuals. The governments of the interested countries (regions) shall
be the governments of the exporting countries (regions) or of the countries (regions) of origin.

Article 8

An interested party or the government of an interested country (region) requesting a hearing shall file a written application for
such a request to the Import and Export Fair Trade Bureau.

The application shall include the following contents:

(1)

the name, address and the relevant information of the applicant for the hearing;

(2)

the application items;

(3)

the reason for the application.

Article 9

The Import and Export Fair Trade Bureau shall, within 15 days after the receipt of the written application of an interested party
or the government of an interested country (region) for a hearing, decide on whether to hold the hearing or not, and shall notify
the relevant interested parties (including the applicant) or the governments of interested countries (regions) in time.

Article 10

The notice of the Import and Export Fair Trade Bureau on deciding to hold the hearing shall include the following contents:

(1)

the decision on holding the hearing;

(2)

the reason for the decision on holding the hearing;

(3)

the time, place and relevant requirements for each interested party or the government of each interested country (region) to register
before the hearing;

(4)

other matters relating to the hearing.

Article 11

Each interested party or the government of each interested country (region) shall, after receiving the notice on deciding to hold
the hearing, register himself/itself in the Import and Export Fair Trade Bureau in time according to the contents and requirements
in the notice, and shall submit a written outline of his/its speaking in the hearing and the relevant evidence.

Article 12

The Import and Export Fair Trade Bureau shall, within 20 days as of the deadline for registration as determined in the notice on deciding
to hold the hearing, decide on the time, place, president and agenda of the hearing, and shall notify the interested parties registered
and the government of the interested countries (regions).

Article 13

The president of the hearing shall exercise the following powers in the hearing:

(1)

to preside the hearing conference;

(2)

to confirm the identifications of the participants of the hearing;

(3)

to maintain the order of the hearing;

(4)

to raise questions to each interested party or the government of each interested country (region);

(5)

to decide on whether to permit each interested party or the government of each interested country (region) to submit supplementary
evidence;

(6)

to decide to suspend or terminate the hearing;

(7)

other matters needed to be decided on in the hearing.

Article 14

Each interested party of a hearing may either have its legal representative or principle responsible person participate the hearing,
or entrust 1 to 2 agents to participate the hearing.

Article 15

An interested party or the government of an interested country (region) participating a hearing shall bear the following obligations:

(1)

to be present at the hearing on time and at the designated place;

(2)

to obey the hearing disciplines and the arrangements by the president of the hearing;

(3)

to truthfully answer the questions raised by the president of the hearing.

Article 16

A hearing shall be held according to the following procedures:

(1)

the president of the hearing announces the beginning of the hearing, and reads out the hearing disciplines;

(2)

the president of the hearing checks the participants;

(3)

the interested parties and the governments of the interested countries (regions) make their statements;

(4)

the president of the hearing enquires the interested parties and the governments of the interested countries (regions);

(5)

the interested parties and the governments of the interested countries (regions) make their final statements;

(6)

the president announces the close of the hearing.

Article 17

The purpose of a hearing lies in the provision of opportunities for the investigation organ in further collecting information as well
as for the interested parties and the government of the interested countries (regions) in stating their opinions and in submitting
their evidence, therefore, no debate procedure is set up.

Article 18

Records shall be made in a hearing, on which the president of the hearing, the recorder and each interested party or the government
of each interested country (region) participating the hearing shall immediately sign their names or affix their seals. Where an interested
party or the government of an interested country (region) refuses to sign its name or affix its seal, the president of the hearing
shall clearly write down the relevant information on the records of the hearing.

Article 19

In case of any of the following circumstances, the Import and Export Fair Trade Bureau may decide to postpone or cancel a hearing:

(1)

the applicant for the hearing meets with events or acts of force majeure, and has submitted the written application for postponing
or canceling the hearing;

(2)

the countervailing investigation is terminated;

(3)

other matters for which the hearing should be postponed or cancelled.

Article 20

After the factors for postponing a hearing have been eliminated, the Import and Export Fair Trade Bureau shall immediately resume
the hearing, and shall notify the interested parties registered and the governments of the interested countries (regions).

Article 21

The form of the notices mentioned in these Rules shall be the announcement by the Ministry of Foreign Trade and Economic Cooperation,
or other forms adopted by the Import and Export Fair Trade Bureau under particular circumstances.

Article 22

The working language used in hearings shall be Chinese.

Article 23

The Ministry of Foreign Trade and Economic Cooperation shall be responsible for the interpretation of these Rules.

Article 24

These Rules shall enter into force on March 13, 2002.

The Ministry of Foreign Trade and Economic Cooperation
2002-02-10

CIRCULAR OF THE STATE ADMINISTRATION FOR INDUSTRY AND COMMERCE ON THE REGISTRATION OF BRANCHES OF TRANSFORMED DIRECT SALE ENTERPRISES WITH FOREIGN INVESTMENT

200204162002041620051231The State Administration for Industry and Commerceepdf/e01264.pdfD1foreign-funded, foreign investment, transformed direct sale enterprises, branches, transformed direct sale, registratione01264Circular of the State Administration for Industry and Commerce on the Registration of Branches of Transformed Direct Sale Enterprises
with Foreign InvestmentGongShangWaiQiZi [2002] No.88April 16, 2002The administrations for industry and commerce of all provinces, autonomous regions, municipalities directly under the Central Government
and authorized cities: In order to carry out the Provisions of the Relevant Issues in the Implementation of the Circular Concerning the Change of Sales
Method by Direct Sale Enterprises with Foreign Investment(GongShangGongZi [2002] No.31) jointly promulgated by the State Administration
for Industry and Commerce, the Ministry of Foreign Trade and Economic Cooperation and the State Economic and Trade Commission, the
relevant matters of the establishment and alteration of branches and stores of transformed direct sale enterprises with foreign investment
(hereinafter referred to as transformed enterprises) are hereby notified as follows in accordance with the provisions of the Company
Law, the Regulations on the Administration of Company Registration and the Regulations on the Administration of Business Corporation
Registration:1.The registration organs of the branches of transformed enterprises shall, on the basis of anew checking off the original examination
and approval documents and the transformation approval documents, determine the post_title of the branch over again. If the post_title is inconsistent
with the examination and approval documents or the examination and approval documents demarcate special business area within the
place the name of which is used in the post_title of the branch, the post_title shall be checked and determined over again in accordance with
the principle of “consistency between the place name in the post_title and the ratified business area”.2.Where a transformed enterprise adds new stores within the business area of its branch, it shall be the transformed enterprise to apply
for registration to its registration organ and to the enterprise with foreign investment registration organ of the place where the
store is located. The registration organ shall handle the application in accordance with the registration procedures for branches
of enterprises with foreign investment. If the transformed enterprise adds new stores within the business area of its branch that has already been approved, then no examination
and approval is required.3.With respect to the business scope or service scope of a transformed enterprise and its branches, the words “within the ratified administrative
areas, set up stores and employ sales persons, and sell products in accordance with the relevant provisions of the State……” shall
be added uniformly on the basis of the narration of the examination and approval documents.4.The post_title of the branch of a transformed enterprise shall be determined uniformly in accordance with the principles provided for in
this Circular and the format as “post_title of the transformed enterprise + name of the ratified business area + Branch”, the post_title of
the store shall be determined uniformly in the format as “post_title of the branch + specific address of the store + Store”.5.The transformed enterprises and their branches shall display, at the eye-catching places of their business sites, the special provisions
of the State on transformation to the sales method of setting up stores and employing sales persons.

The State Administration for Industry and Commerce
2002-04-16

CIRCULAR OF THE STATE ADMINISTRATION OF QUALITY SUPERVISION, INSPECTION AND QUARANTINE ON PRINTING AND DISTRIBUTING THE PROVISIONS OF THE STATE ADMINISTRATION OF QUALITY SUPERVISION, INSPECTION AND QUARANTINE ON THE ADMINISTRATION OF IMPORT OF MECHANICAL AND ELECTRICAL PRODUCTS

The State Administration of Quality Supervision, Inspection and Quarantine

Circular of the State Administration of Quality Supervision, Inspection and Quarantine on Printing and Distributing the Provisions
of the State Administration of Quality Supervision, Inspection and Quarantine on the Administration of Import of Mechanical and Electrical
Products

GuoZhiJianCai [2002] No.276

September 18, 2002

The bureau of quality and technical supervision of each province, autonomous region, municipality directly under the Central Government,
the Xinjiang Army Corps of Production and Construction and municipalities separately listed on the State plan, and each bureau of
quality inspection and quarantine directly under this Administration, the Certification and Accreditation Administration, the Standardization
Administration, and each entity directly under this Administration:

In order to strengthen the administration of import of mechanical and electrical products, the State Administration of Quality Supervision,
Inspection and Quarantine has formulated the Provisions of the State Administration of Quality Supervision, Inspection and Quarantine
on the Administration of Import of Mechanical and Electrical Products in accordance with the relevant provisions of the state on
import and export of electrical and mechanical products. The said Provisions are hereby printed and distributed to you, please carry
them out accordingly. Attachment:Provisions of the State Administration of Quality Supervision, Inspection and Quarantine on the Administration of Import of Mechanical
and Electrical Products

Chapter I General Provisions

Article 1

In order to strengthen the administration of import of mechanical and electrical products by the State Administration of Quality Supervision,
Inspection and Quarantine (hereinafter referred to as SAQSIQ), these Provisions are formulated pursuant to the Measures for the Administration
of Import of Mechanical and Electrical Products, the Rules for the Implementation of the Administration of Automatic Import License
for Mechanical and Electrical Products, the Rules for the Implementation of the Administration of Import Quota for Import of Mechanical
and Electrical Products and the Rules for the Implementation of the Administration of Import of Certain Mechanical and Electrical
Products etc.

Article 2

The Mechanical and Electrical Import and Export Office of the State Administration of Quality Supervision, Inspection and Quarantine
(hereinafter referred to as MEIEO) is set up under the Department of Planning and Finance of the SAQSIQ, its major duties include:

(1)

Carrying out the guidelines, policies, laws and regulations of the state on import and export of mechanical and electrical products,
formulating rules and regulations on the administration of import and export of mechanical and electrical products within the system,
and organizing the implementation and inspection.

(2)

Being responsible for the administration of import of mechanical and electrical products within the system, and process the following
formalities for import of mechanical and electrical products within the scope authorized by the state;

Handling the issuance of import license for mechanical and electrical products to the import entities within the system (hereinafter
referred to as import entities);

Being responsible for the collection and examination of the import quota of mechanical and electrical products within the system,
and reporting to the National Mechanical and Electrical Import and Export Office (hereinafter referred to as NMEIEO) for approval;

Being responsible for the collection and examination of the certain mechanical and electrical products within the system, and reporting
to the NMEIEO for approval.

(3)

Being responsible for the collection, arrangement, analysis and statistics of the real time import data and submitting the data to
the NMEIEO, with the operations subject to the administration by the NMEIEO.

Chapter II Handling of Automatic Import License

Article 3

According to the Rules for the Implementation of the Administration of Automatic Import License for Mechanical and Electrical Products,
the mechanical and electrical products covered by the Catalog of Mechanical and Electrical Products Subject to Automatic Import License
shall be subject to the administration of automatic import license, with the exception of those prohibited and restricted from importing.

Article 4

Procedures for applying for automatic import license:

(1)

An import entity shall go through the formalities for automatic import license with the MEIEO before signing the contract, and shall
submit one piece of the Import Application Form of Mechanical and Electrical Products (see the attachment) completely filled out
and affixed with official seal;

(2)

The MEIEO shall examine the application form and, if the requirements are met, issue the Automatic Import License within 10 workdays.

Article 5

The import entity shall handle the sales and payment of foreign exchange with the bank, and go through the formalities for check and
clearance with the customs by right of the Automatic Import License.

Article 6

The valid term of the Automatic Import License is one year, if the import entity needs to extend the period for special reasons within
the valid term, it shall apply for replacement of the license and extension of the period with the MEIEO, the Automatic Import License
may be extended for only once. If the import entity needs to alter the contents of the relevant items in the Automatic Import License
for special reasons within the valid term (no alteration is needed if the foreign exchange actually used is less than 10% of the
foreign exchange planned to be used), it shall apply for alteration and replacement of the license with the MEIEO by presenting the
original Automatic Import License. The MEIEO shall withdraw the old license, and print the words “replacement” in the notes column
in the new license.

Chapter III Application for Import Quota for Mechanical and Electrical Products

Article 7

An import entity shall report its plan on import quota for mechanical and electrical products of the next year to the MEIEO before
August 15 of each year (report after signing a contract is not allowed), the MEIEO shall collect the reports and make examination
and verification before August 31, and transmit the reports to the NMEIEO.

Article 8

After the NMEIEO has assigned the quota index, an import entity shall fill in the Import Application Form of Mechanical and Electrical
Products in duplication, submit the application report (including the use of import quota, the feasibility report of the introduced
project etc) and other relevant documents to the MEIEO, which shall transmit these documents to the NMEIEO for examination and approval.

Article 9

An import entity shall apply for the Import Quota License with the Ministry of Foreign Trade and Economic Cooperation with (MOFTEC)
the Import Quota Certificate of Mechanical and Electrical Products issued by the NMEIEO, the valid term for application shall be
the current year when the Import Quota Certificate of Mechanical and Electrical Products is issued, any application filed after that
period will be ineffective.

Article 10

If an import entity needs to, after drawing the Import Quota Certificate of Mechanical and Electrical Products, alter some project
contents for special reasons within the valid term (no alteration is needed if the foreign exchange actually used is less than 10%
of the foreign exchange planned to be used), it shall apply for the alteration and replacement with the department that issued the
certificate by taking with it the original Import Quota Certificate of Mechanical and Electrical Products. When an import entity
applies for the Import Quota License by taking the Import Quota Certificate of Mechanical and Electrical Products, it may not alter
any project contents in the Import Quota Certificate of Mechanical and Electrical Products.

Article 11

In case of loss of the Import Quota Certificate of Mechanical and Electrical Products, the holder shall immediately report the loss
to, at the same time, the original department in charge of import quota, the original department in charge of license and the customs
of the port where the customs declaration was made. If no serious consequences arise, the import entity may apply for issuance of
a new certificate with the NMEIEO.

Chapter IV Application for Import of Certain Mechanical and Electrical Products

Article 12

An import entity applying for import of certain mechanical and electrical products shall faithfully fill in the Import Application
Form of Mechanical and Electrical Products in duplication, submit them to the MEIEO, which shall, after examination and verification,
transmit them to the NMEIEO for examination and approval.

Article 13

An import entity shall sign a contract with the Import License of Mechanical and Electrical Products issued by the NMEIEO, process
the sales and payment of foreign exchange with the bank, and go through the formalities for check and clearance with the customs.

Article 14

The valid term of the Import License of Mechanical and Electrical Products is 1 year, if an import entity needs to extend that period
for special reasons within the valid term, it shall apply for the extension and replacement of the license with the department that
issued the license, and the Import License of Mechanical and Electrical Products may be extended only once. If an import entity needs
to alter the relevant project contents for special reasons within the valid term (no alteration is needed if the foreign exchange
actually used is less than 10% of the foreign exchange planned to be used), it shall apply for the alteration and replacement, by
taking with it the original Import License of Mechanical and Electrical Products, with the department that issued the license.

Article 15

In case of loss of the Import License of Mechanical and Electrical Products, an import entity shall immediately report the loss to
the department that issued the license, which shall issue a new license after verification if no serious consequences arise.

Chapter V Supplementary Provisions

Article 16

If an import entity, in violation of the state provisions, forges, sells, or transfers without authorization the import certifications
of mechanical and electrical products etc, the relevant parties shall be given administrative punishments pursuant to law, and the
criminal responsibilities shall be investigated for if a crime is constituted.

Article 17

The functionaries of the departments of import administration shall enhance their sense of service, those that abuse their powers,
neglect their duties or seek private benefits through wrongful means in violation of these Provisions in their administration work
shall be given administrative punishments pursuant to administrative regulations, and the criminal responsibilities shall be investigated
for if a crime is constituted.

Article 18

The power to interpret these Provisions shall remain with the MEIEO.

Article 19

These Provisions shall enter into force as of the date of promulgation. The Measures of the State Administration of Quality Supervision,
Inspection and Quarantine on the Administration of Import of Mechanical and Electrical Products shall be nullified simultaneously.

Attachment:Import Application Form of Mechanical and Electronic Productshtm/e03119.htmNew Page 1

1 Importer	3Name of Operator (Stamp of Consignee) (ǩ) Telephone 绰
2Consignee	4AreaDepartment of Consignee nt>() Year Month Date
5Terms of Trade óʽ	8 CountryRegion of Trading ónt>(nt>)
6Terms of Foreign Exchange Դ	9CountryRegion of Origin ԭ(nt>)
7Place of Clearance ؿڰ	10Use of Goods Ʒ;
A Type of project: sic Construction chnical Reformation hers Industry of project: /font> Ŀont>Ŀ ont> ont>Ŀ Ŀҵ/font>
11 Description of Goods Code of Goods Status of Equipment Ʒ Ʒ(H.S.) ״̬

12Specification /font>	13Unit λ	14Quantity	15Unit Price( ) /font>	16Amount( ) ֵ	17 Amount in USD ֵԪ




18Total /font>
19Supplementary Details ע			AreaDepartment of Consignee’s Notion(Stamp) )
19Supplementary Details ע			Date

Note: Item A is not required for application for import of "single unit".
Manufactured under the supervision of the MOFTEC

LAW OF THE PEOPLE’S REPUBLIC OF CHINA ON THE PROTECTION OF CULTURAL RELICS

e01536

The Standing Committee of the National People’s Congress

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

No.76

The Law of the People’s Republic of China on the Protection of Cultural Relics has been revised and adopted at the 30th meeting of
the Standing Committee of the Ninth National Congress of the People’s Republic of China on October 28, 2002, the revised Law of the
People’s Republic of China on the Protection of Cultural Relics is hereby promulgated and shall come into force on the day of promulgation.

President of the People’s Republic of China Jiang Zemin

October 28, 2002

Law of the People’s Republic of China on the Protection of Cultural Relics ContentsChapter I General Rules

Chapter II Unmovable Cultural Relics

Chapter III Archaeological Excavations

Chapter IV Cultural Relics in Collection of Cultural Institutions

Chapter V Cultural Relics in Civil Collection

Chapter VI Entry and Exit of Cultural Relics

Chapter VII Legal Responsibilities

Chapter VIII Supplementary Provisions

Chapter I General Rules

Article 1

With a view to strengthening the protection of cultural relics, inheriting the splendid historical and cultural legacy of the Chinese
Nation, promoting the scientific research, conducting education in patriotism and revolutionary tradition, and building the socialist
spiritual and material civilization, this Law is formulated in accordance with the Constitution.

Article 2

The state shall place under its protection, within the boundaries of the People’s Republic of China, the following cultural relics:

(1)

Sites of ancient culture, ancient tombs, ancient architectural structures, cave temples, stone carvings and mural paintings that are
of historical, artistic or scientific value;

(2)

Important historical sites, material objects and typical buildings of modern and contemporary times related to major historical events,
revolutionary movements or famous people that are highly memorable or are of great significance for education or for the preservation
of historical data;

(3)

Valuable works of art and handicraft articles dating from various historical periods;

(4)

Important documents as well as manuscripts, books and materials, etc., that are of historical, artistic or scientific value dating
from various historical periods; and

(5)

Typical material objects reflecting the social system, social production or the life of various nationalities in different historical
periods.

The criteria and measures for the determination of cultural relics shall be formulated by the department of cultural relics administration
under the State Council, which shall report such measures to the State Council for approval.

Fossils of paleo vertebrates and paleo anthropoids of scientific value shall be protected by the state in the same way as cultural
relics.

Article 3

Unmovable cultural relics, such as sites of ancient culture, ancient tombs, ancient architectural structures, cave temples, stone
carvings, mural paintings, and important historical sites and typical buildings of modern and contemporary times, etc., may be determined
as major historical and cultural sites protected at the national level, historical and cultural sites protected at the province level
and historical and cultural sites protected at the level of city or county.

Movable cultural relics, such as important material objects, artworks, documents, manuscripts, books and materials, and typical material
objects, etc., are divided into valuable cultural relics and ordinary cultural relics; valuable cultural relics are divided into
Grade 1 cultural relics, Grade 2 cultural relics and Grade 3 cultural relics.

Article 4

The principles of focus on protection, giving first place to rescue, reasonably utilization and strengthening the management shall
be followed in the work concerning cultural relics protection.

Article 5

All cultural relics remaining underground or in the inland waters or territorial seas within the boundaries of the People’s Republic
of China shall belong to the state.

Sites of ancient culture, ancient tombs and cave temples shall belong to the state. Unmovable cultural relics, such as memorial buildings,
ancient architectural structures, stone carvings, mural paintings and typical buildings of modern and contemporary times, etc. designated
for protection by the state, shall belong to the state, unless it is otherwise provided by the state.

Ownership of state-owned unmovable cultural relics shall not be changed as a result of the change of ownership of or use right to
the land to which the cultural relics are attached.

The following movable cultural relics shall belong to the state:

(1)

Cultural relics unearthed within China, except otherwise provided for by the state;

(2)

Cultural relics in the collection and preservation by collection entities of state-owned cultural relics, as well as other state organs,
armed forces, state-owned enterprises and public institutions, etc;

(3)

Cultural relics collected and purchased by the state;

(4)

Cultural relics donated to the state by citizens, legal persons and other organizations;

(5)

Other cultural relics owned by the state as provided for by the law.

Ownership of state-owned movable cultural relics shall not be changed as a result of the termination or alteration of the collection
or preservation entities.

Ownership of state-owned cultural relics shall be protected by law and shall not be infringed upon.

Article 6

The ownership of memorial buildings, ancient architectural structures and cultural relics handed down from generation to generation
that belong to collectives or individuals shall be protected by law. Owners of the cultural relics must abide by the relevant state
regulations governing the protection and control of cultural relics.

Article 7

All government organs, public organizations and individuals have the obligation to protect cultural relics pursuant to law.

Article 8

The department of cultural relics administration under the State Council shall take charge of the work concerning cultural relics
protection throughout the country.

Local people’s governments at various levels shall be responsible for the work of protecting cultural relics in their respective administrative
jurisdictions. The departments of local people’s governments at and above the county level that undertakes the protection of cultural
relics shall supervise and administrate cultural relics protection within their respective administrative jurisdictions.

The relevant administrative departments of local people’s governments at and above the county level shall be responsible for the relevant
cultural relics protection work within their respective scope of duties.

Article 9

The people’s governments at various levels shall stress the protection of cultural relics, properly handle the relationship between
economic construction, social development, and cultural relics protection, and ensure the safety of cultural relics.

Infrastructure constructions and tourism development must comply with the principles for the protection of cultural relics, and may
not damage cultural relics.

Public security bodies, industry and commerce administrations, customs offices, urban and rural construction planning bodies and other
relevant state organs shall earnestly perform their duties of cultural relics protection and maintain the order of cultural relics
administration pursuant to law.

Article 10

The state develops the cause of cultural relics protection. The people’s governments at and above the county level shall bring the
cause of cultural relics protection into the national economic and social development planning of the corresponding levels, and the
expenses needed shall be listed in the budgets of the government of corresponding levels.

The state financial allocation used in cultural relics protection shall be increased with the increase of financial revenue.

The public income of state-owned museums, memorials, and cultural relics protection entities shall be especially used in cultural
relics protection, and no entity or individual may take into their own possession or misappropriate the fund.

The state encourages the establishment of social foundations for cultural relics protection, especially used in cultural relics protection,
through donation and other forms, and no entity or individual may take into their own possession or misappropriate the fund.

Article 11

Cultural relics are non-renewable cultural resources. The state shall strengthens the propaganda and education on cultural relics
protection, enhance the sense of cultural relics protection of the people, encourage the scientific research of cultural relics protection,
and improve the scientific and technological level of cultural relics protection.

Article 12

The state shall give moral encouragement or material awards to entities or persons for any of the following performances:

(1)

Serious implementation of the laws and regulations concerning cultural relics and remarkable achievements in protecting cultural relics;

(2)

Resolute struggle against criminal acts in the interest of protecting cultural relics;

(3)

Donation of important cultural relics in one’s own collection to the state or making donations for the cause of cultural relics protection;

(4)

Timely communication of information on, or delivery of, the cultural relics discovered, which facilitates their protection;

(5)

Major contribution in archaeological excavations.

(6)

Important inventions and innovations in, or other major contributions to, the science and techniques for the protection of cultural
relics;

(7)

Meritorious service in rescuing cultural relics in danger of being destroyed; and

(8)

Long-time service and outstanding achievements in the field of cultural relics.

Chapter II Unmovable Cultural Relics

Article 13

The department of cultural relics administration under the State Council shall select, from among the historical and cultural sites
protected at the levels of province, city and county, those of significant historical, artistic or scientific value as major historical
and cultural sites protected at the national level, or shall directly designate such sites and report them to the State Council for
approval and announcement.

Sites protected at the level of province shall be subject to the approval and announcement of the people’s governments at the levels
of province, autonomous region, and municipality directly under the Central Government, and be reported to the State Council for
record.

Sites protected at the level of city and county shall be subject to the approval and announcement of the people’s governments at the
level of city divided into districts, autonomous prefecture and county, and be reported to the people’s governments of provinces,
autonomous regions, or municipalities directly under the Central Government for record.

Unmovable cultural relics not approved and announced as protected historical and cultural sites shall be registered and announced
by the departments of cultural relics administration of the people’s governments at the county level.

Article 14

A city with an unusual wealth of cultural relics of high historical value and major revolutionary significance may be famous city
of historical and cultural value, which shall be subject to the approval and announcement of the State Council.

A town, street, or village with an unusual wealth of cultural relics of high historical value and major revolutionary significance
may be a street, village or towns of historical and cultural value, which shall be subject to the approval and announcement of the
people’s governments of provinces, autonomous regions, or municipalities directly under the Central Government, and shall be reported
to the State Council for record.

The local people’s governments at and above the county level of the place where the famous cities, streets, villages and towns of
historical and cultural value are located shall organize the formulation of plans on protection of those famous cities, streets,
villages and towns, and bring that planning into the overall city planning.

Measures for the protection of famous cities, the streets, villages and towns of historical and cultural value shall be formulated
by the State Council.

Article 15

The people’s government of the provinces, autonomous regions, and municipalities directly under the Central Government and of cities
and counties shall delimit the necessary scope of protection, put up signs and notices, and establish records and files for the historical
and cultural sites protected at different levels and shall, in the light of different circumstances, establish special organs or
assign full-time personnel to be responsible for the administration of these sites. The scope of protection and records and files
for the major historical and cultural sites protected at the national level shall be reported by the departments of cultural relics
administration of the people’s governments of provinces, autonomous regions, and municipalities directly under the Central Government
to the department of cultural relics administration under the State Council for record.

The departments of cultural relics administration of the local people’s governments at and above the county level shall, according
to the demand for protecting different cultural relics, work out specific protective measures for the unmovable cultural relics of
the protected historical and cultural sites and those not approved as protected sites, and shall announce and implement such measures.

Article 16

When drawing up plans for urban and rural construction, the people’s governments at various levels must, according to the needs of
cultural relics protection, see to it that the protective measures for the historical and cultural sites protected at different levels
are first worked out through consultation by the departments of urban and rural construction planning in conjunction with the departments
of cultural relics administration, and that such measures are included in the plans.

Article 17

No additional construction projects or operations such as explosion, drilling or excavation, etc. may be undertaken within the scope
of protection of a protected historical and cultural site. However, if additional construction projects or operations such as explosion,
drilling or excavation need to be undertaken within the scope of protection of such a site due to special reasons, the safety of
the site must be guaranteed, and approval must be obtained from the people’s government which made the original approval and announcement
on the designation of the site, with consent first obtained from the department of cultural relics administration of the people’s
government at the next higher level; If additional construction projects or operations such as explosion, drilling or excavation
are to be undertaken within the scope of protection of a major historical and cultural site protected at the national level, approval
must be obtained from the people’s government of the relevant province, autonomous region, or municipality directly under the Central
Government, with consent first obtained from the department of cultural relics administration under the State Council.

Article 18

According to the actual needs for the protection of cultural relics and with the approval of the people’s government of the province,
autonomous region or municipality directly under the Central Government, a certain area for construction control may be delimited
around a protected historical and cultural site and be announced.

Construction projects in such an area shall not deform the historical features of the protected historical and cultural site; the
project design scheme must, according to the level of the site, be subject to the consent of the corresponding department of cultural
relics administration before it is submitted to the department of urban and rural construction planning for approval.

Article 19

Within the scope of protection and the area for construction control of a protected historical and cultural site, no facility that
pollutes the site and the environment thereof may be constructed, neither may any activity that may affect the safety and environment
of that site be carried out. The existing facilities that pollute protected historical and cultural sites and the environment thereof
shall be disposed of within the prescribed time limits.

Article 20

Unmovable cultural relics shall be avoided in the choosing of construction sites by whatever possible means; if a protected historical
and cultural site can’t be avoided for special circumstances, the original site shall be protected by whatever possible means.

Where the original site is to be protected, the construction entity shall work out protective measures in advance, and, according
to the level of the protected historical and cultural site, submit such measures to the corresponding department of cultural relics
administration for approval, and shall list the protective measures in the feasibility study report or the planning project description.

Where the original site can’t be protected and removal for protection in other place or dismantling must be carried out, the matter
shall be submitted for approval to the people’s government of the province, autonomous region or municipality directly under the
Central Government; for removal or dismantling of a historical and cultural site protected at the provincial level, consent of the
department of cultural relics administration under the State Council must be obtained before the matter is submitted for approval.
No major historical and cultural site protected at the national level may be dismantled, if it is needed to remove such a site, the
people’s government of the province, autonomous region or municipality directly under the Central Government shall submit the matter
to the State Council for approval.

Mural paintings, sculptures, and construction components that are included in state-owned unmovable cultural relics dismantled pursuant
to the preceding paragraph and that have collection values shall be collected by the cultural relics collection entities designated
by the departments of cultural relics administration.

The expenses needed for protection of the original site, for removal and dismantling provided for in this article shall be listed
in the project budget of the construction entity.

Article 21

Repairs and maintenance of state-owned unmovable cultural shall be taken care of by the users, and repairs and maintenance of non-state-owned
cultural relics shall be taken care of by the owners. Where any non-state-owned cultural relics are in danger of being damaged and
the owner is incapable of repairing, the local people’s government shall give assistance; where the owner is capable of repairing
but refuses to perform the repair obligation, the people’s government at or above the county level shall rescue and repair the culture
relics, and the expenses incurred thereby shall be borne by the owner.

Repairing of a protected historical and cultural site shall be submitted for approval to the corresponding department of cultural
relics administration according to the site’s level; repairing of unmovable culture relics which haven’t been determined as protected
historical and culture sites shall be submitted for approval to the department of cultural relics administration of the people’s
governments at the county level which accepted the registration.

Repairing, removal and reconstruction of a protected historical and culture site shall be undertaken by an entity with the qualification
certificate for cultural relics project.

The principle of keeping the cultural relics in their original state must be adhered to in the repairing, maintenance and removal
of unmovable cultural relics.

Article 22

Where unmovable cultural relics have been ruined completely, the relics ruins shall be protected, and no reconstruction shall be conducted
on the original site. However, if it is necessary to reconstruct on the original site for special circumstances, the department of
cultural relics administration of the people’s government of the province, autonomous region, or municipality directly under the
Central Government shall, after obtaining consent from the department of cultural relics administration under the State Council,
submit for approval to the people’s government of the province, autonomous region, or municipality directly under the Central Government;
where it is necessary to reconstruct on the original site of a major historical and cultural site protected at the national level,
the people’s government of the province, autonomous region, or municipality directly under the Central Government shall report to
the State Council for approval.

Article 23

If it is necessary to use a memorial building or an ancient architectural structure owned by the state at a place designated as a
protected historical and cultural site for purposes other than the establishment of a museum, a cultural relics preservation institute
or a tourist site, the department of cultural relics administration of the people’s government that originally approved and announced
the said site shall, after obtaining the consent of the department of cultural relics administration at the next higher level, submit
for approval to the people’s government which originally approved and announced the designation of the site; if it is necessary to
use for other purposes a major historical and cultural site protected at the national level, the matter shall be submitted by the
people’s government of the province, autonomous region, or municipality directly under the Central Government to the State Council
for approval. If it is necessary to use for other purposes any unmovable cultural relics not defined as a protected historical and
cultural site, the matter shall be reported to the department of cultural relics administration of the people’s government at the
county level.

Article 24

State-owned unmovable cultural relics may not be transferred or mortgaged. A state-owned protected historical and cultural site, on
which a museum, preservation institute is established or which is used as a tourist site, may not be operated as the assets of an
enterprise.

Article 25

Non-state-owned unmovable cultural relics may not be transferred or mortgaged to foreigners.

Where any non-state-owned unmovable cultural relics are transferred, mortgaged, or the use thereof is changed, the matter shall be
submitted to the corresponding department of cultural relics administration for record; if the repairing receives financial aid from
the local people’s government, the matter shall be submitted to the corresponding department of cultural relics administration for
approval.

Article 26

Those using unmovable cultural relics must observe the principle of keeping the cultural relics in their original state, be responsible
for the safety of the buildings and of the affiliated cultural relics, and may not damage, reconstruction, extend or dismantle them.

With respect to the constructions and structures that harm the safety of protected historical and cultural sites and damage the historical
features of such sites, the local people’s government shall investigate and deal with the matter without delay, and shall remove
or dismantle the said constructions and structures if necessary.

Chapter III Archaeological Excavations

Article 27

The procedure of submitting reports for approval must be performed for all archaeological excavations; entities engaging in archaeological
excavations shall be subject to the approval of the department of cultural relics administration under the State Council.

No entity or individual may conduct excavations of cultural relics buried underground without permission.

Article 28

To conduct archaeological excavations for the purpose of scientific research, entities undertaking the excavations shall submit their
excavation plans to the department of cultural relics administration under the State Council for approval; archaeological excavation
plans which have to be carried out at major historical and cultural sites protected at the national level shall be submitted to the
department of cultural relics administration under the State Council for examination before they are forwarded to the State Council
for approval. The department of cultural relics administration under the State Council shall, before granting approval or making
examination, seek opinions from social science research institutions and other scientific research institutions and the relevant
experts.

Article 29

Before carrying out a large-scale capital construction project, the construction entity shall first request the department of cultural
relics administration of the province, autonomous region or municipality directly under the Central Government to organize entities
which engage in archaeological excavations to conduct archaeological investigation or prospecting related to cultural relics at places
where such relics may be buried underground within the area designated for the project.

If cultural relics are discovered in the course of archaeological investigation and prospecting, protective measures should be jointly
decided upon by the department of cultural relics administration of the province, autonomous region or municipality directly under
the Central Government together with the construction entity through consultation; in case of important discoveries, the department
of cultural relics administration of the province, autonomous region or municipality directly under the Central Government shall
submit timely reports for handling to the department of cultural relics administration under the State Council.

Article 30

With regard to archaeological excavations which have to be carried out along with a construction project, the department of cultural
relics administration of the province, autonomous region or municipality directly under the Central Government shall submit an excavation
plan based on the prospecting to the department of cultural relics administration under the State Council for approval. The department
of cultural relics administration under the State Council shall, before granting approval, seek opinions from social science research
institutions and other scientific research institutions and the relevant experts.

In case the time limit for completing the project is pressing or it is in danger of natural damage so that it is truly urgent to rescue
the sites of ancient culture and ancient tombs, the department of cultural relics administration of the people’s government of the
province, autonomous region or municipality directly under the Central Government may organize excavations while going through the
procedures for examination and approval.

Article 31

The expenses needed for the archaeological investigations, prospecting and excavations which have to be carried out because of capital
construction or construction for productive purposes shall be included in the project budget of the construction entity.

Article 32

In construction projects or agricultural production, any entity or individual that discovers cultural relics shall protect the scene
and immediately report the discoveries to the local department of cultural relics administration, which shall hurriedly go to the
scene upon receipt of the report if there are no special circumstances, and shall give opinions on handling within 7 days; discoveries
of important cultural relics shall be immediately reported to the department of cultural relics administration under the State Council,
which shall give opinions on handling within 15 days from the day of receipt of the report.

Cultural relics discovered pursuant to the preceding paragraph shall belong to the state, and no entity or individual may take into
its or his own possession, secretly share or hide them.

Article 33

No foreigner or foreign organization may engage in archaeological investigations, prospecting or excavations within the boundaries
of the People’s Republic of China without the special permission granted by the State Council on the basis of the report from the
department of cultural relics administration under the State Council.

Article 34

The results of archaeological investigations, prospecting or excavations shall be reported to the department of cultural relics administration
under the State Council and the departments of cultural relics administration of the people’s governments of the provinces, autonomous
regions, and municipalities directly under the Central Government

Cultural relics excavated shall be registered and appropriately kept, and be transferred to state-owned museums, libraries or other
state-owned cultural relics collection entities designated by the departments of cultural relics administration of the people’s governments
of the provinces, autonomous regions, and municipalities directly under the Central Government, or by the department of cultural
relics administration under the State Council. Upon the approval of the departments of cultural relics administration of the people’s
governments of the provinces, autonomous regions, and municipalities directly under the Central Government, or the department of
cultural relics administration under the State Council, the entities undertaking archaeological excavations may keep small amount
of unearthed cultural relics as samples for scientific research.

No entity or individual may take any of the cultural relics excavated into its or his own possession.

Article 35

With a view to ensuring the safety of cultural relics, conducting scientific research and making full use of cultural relics, the
departments of cultural relics administration of the people’s governments of the provinces, autonomous regions, and municipalities
directly under the Central Government may, upon the approval of the people’s governments at the corresponding level, transfer and
use the cultural relics unearthed within their respective administrative jurisdictions; the department of cultural relics administration
under the State Council may, upon the approval of the State Council, transfer and use major cultural relics unearthed anywhere in
the country.

Chapter IV Cultural Relics in the Institution Collection

Article 36

Museums, libraries and other institutions as well as other cultural relics collection entities must classify the cultural relics in
their collection by different grades, compile files for the relics kept thereby, establish a strict system of control and report
for record with the competent departments of cultural relics administration.

Departments of cultural relics administration of the local people’s governments at and above the county level shall compile files
for the cultural relics in the collection of cultural institutions within their respective administrative jurisdictions; the department
of cultural relics administration under the State Council shall compile files for Grade 1 cultural relics of the state and for the
cultural relics in the collection of state-owned cultural relics collection entities governed by it.

Article 37

A cultural relics collection entity may obtain culture relics through the following methods:

(1)

Purchasing;

(2)

Accepting donations;

(3)

Exchanging according to l

PROVISIONS CONCERNING THE ADMINISTRATION OF FOREIGN-FUNDED BUSINESS-STARTING INVESTMENT ENTERPRISES

The Ministry of Foreign Trade and Economic Cooperation, the Ministry of Science and Technology, the State Administration for Industry
and Commerce, the State Administration of Taxation, the State Administration of Foreign Exchange

Decree of the Ministry of Foreign Trade and Economic Cooperation, the Ministry of Science and Technology, the State Administration
for Industry and Commerce, the State Administration of Taxation and the State Administration of Foreign Exchange

No.2

The Provisions Concerning the Administration of Foreign-funded Business-starting Investment Enterprises were adopted at the 11th ministerial
meeting of the Ministry of Foreign Trade and Economic Cooperation. It is hereby promulgated and shall be implemented as of March
1, 2003.

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

Minister of the Ministry of Science and Technology Xu Guanhua

Director general of the State Administration for Industry and Commerce Wang Zongfu

Director general of the State Administration of Taxation Jin Renqing

Director general of the State Administration of Foreign Exchange Guo Shuqing

January 30, 2003

Provisions Concerning the Administration of Foreign-funded Business-starting Investment Enterprises

Chapter I General Provisions

Article 1

The present Provisions are formulated to encourage foreign-funded companies, enterprises and other economic organizations or individuals
(hereinafter referred to as foreign investors) to come to China to engage in business-starting investments, and to establish and
perfect the mechanism of business-starting investments in China in accordance with the Law of the People’s Republic of China on Chinese-foreign
Contractual Joint Ventures, the Law of the People’s Republic of China on Chinese-foreign Equity Joint Ventures, the Law of the People’s
Republic of China on Foreign-capital Enterprises, the Company Law of the People’s Republic of China and other related laws and regulations.

Article 2

The term “foreign-funded business-starting investment enterprise ” (hereinafter referred to as FBIE” refers to the foreign-funded
investment enterprises established by foreign investors or by foreign investors jointly with companies, enterprises or other economic
organizations established and registered in China in accordance with the Chinese law (hereinafter referred to as Chinese investors).
To establish an FBIE shall be in conformity with the present Provisions. It shall mainly engage in business-starting investments.

Article 3

The term “business-starting investment” means making principal equity investments to high and new tech enterprises that haven’t been
listed in the stock market (hereinafter referred to as invested enterprises), and providing management services to them for the prospective
capital gains.

Article 4

An FBIE is allowed to take the form of the non-legal-person organization or the corporate organization.

As to a non-legal-person organization, the investors shall bear joint liabilities for its debts. The investors may also specify in
the contract of the FBIE that: When the assets of an FBIE are not enough to clear the debts of this enterprise, the indispensable
investors as stated in Article 7 shall bear joint liabilities and the other investors shall bear the liabilities to the company
within the limit of contributions made by each of them.

For a corporate-form FBIE, the investors shall bear the liabilities to the company within the limit of the amount of investment made
by each of them.

Article 5

The FBIEs shall abide by relevant laws and regulations of China, shall be in conformity with the policies of foreign investment industries
and shall not damage the public interests of China. The legitimate businesses and lawful rights and interests of the FBIE within
the borders of China shall be subject to the protection of Chinese law.

Chapter II Establishment and Registration

Article 6

To establish an FBIE, the following requirements shall be met:

(1)

There are more than 2 but less than 50 investors, and at least one shall be an indispensable investor as stated in Article 7 ;

(2)

The investors of a non-legal-person organization shall subscribe to a minimum total contribution in the sum of 10, 000, 000 U.S. $.
The investors of an incorporated FBIE shall subscribe to a minimum total capital in the sum of 5, 000, 000 U.S. $. Except for the
indispensable investors as provided in Article 7 , each of the other investors shall subscribe to a minimum capital contribution
no less than 1, 000, 000 yuan. Foreign investors may contribute their investments in convertible currencies and Chinese investors
may contribute their investments in Renminbi.

(3)

It shall have definite organization form;

(4)

It shall have a definite and legitimate investment direction;

(5)

Except that the operations of such an enterprise are subject to the management of a business-starting investment management company
under authorization, an FBIE shall have at least 3 professional managerial persons who have practical experience in business-starting
investment;

(6)

It shall meet the other requirements as provided in laws and administrative regulations.

Article 7

An indispensable investor shall meet the following requirements:

(1)

Business-starting investment is its main business;

(2)

The accumulative total capital managed by it in the three years before the application is not less than 100, 000, 000 U.S. dollars,
and of which no less than 50, 000, 000 U.S. dollars have been used in business-starting investment If the indispensable investor
is a Chinese investor, the accumulative total capital managed thereby in the three years before the application is submitted is not
less than 100, 000, 000 Yuan, and of which no less than 50, 000, 000 yuan have been used in business-starting investment;

(3)

It shall have at least 3 professional managerial persons who have practical experience in business-starting investment;

(4)

If the affiliated entity of an investor meets the above-mentioned requirements, the investor may apply for the status of an indispensable
investor. The term “affiliated entity” in this paragraph refers to an entity controlled by the investor, or an entity that controls
the investor, or another entity that subject to the control of the same entity that controls the investor. The term “control” in
this paragraph means that the controlling party has a voting power of more than 50 % over the controlled party.

(5)

Neither the above-mentioned indispensable investor nor its affiliated entity shall have any record of being prohibited from engaging
in business-starting investment or business of investment consultancy, or being punished for the reason of cheat, by the judicial
departments and other relevant agencies of the country where it is located;

(6)

An indispensable investor of a non-legal-person enterprise shall subscribe to and actually pay not less than 1 % of the subscribed
contributions and the actual total contributions respectively, and it shall bear joint liabilities for the debts of this enterprise.
An indispensable investor of an incorporated FBIE shall subscribe to and actually pay not less than 30% of the subscribed contributions
and the actual total contributions respectively.

Article 8

The following procedures shall be observed in the establishment of an FBIE:

(1)

The investors shall submit the establishment application and relevant documents to the administrative departments in charge of foreign
trade and economic cooperation at the provincial level of the place where the FBIE is to be established.

(2)

The administrative departments in charge of foreign trade and economic cooperation at the provincial level shall complete the original
examination and report to the Ministry of Foreign Trade and Economic Cooperation (hereinafter referred to as the MOFTEC) within 15
days as of the acceptance of the above-mentioned materials.

(3)

The MOFTEC shall, with the consent of the Ministry of Science & Technologymake a written decision on approval or disapproval within
45 days as of the acceptance of all the above-mentioned materials. And it shall issue a Certificate of Approval for Foreign-invested
Enterprises to the approved enterprises.

(4)

With the approved of establishing an FBIE, the applicant shall file an application for registration at the State Administration of
Industry and Commerce or at local bureaus with its authorization by presenting the Certificate of Approval for Foreign-invested Enterprise
within one month as of the acceptance of the Certificate of Approval for Foreign-invested Enterprise.

Article 9

The following documents shall be submitted to the MOFTEC when applying for the establishment of an FBIE:

(1)

an establishment application signed by the indispensable investors;

(2)

contracts and articles of association of the FBIE signed by all the investors;

(3)

a written declaration made by the indispensable investors (covering: a. the investors meet the requirements as provided in Article
7 ; b. all the materials submitted are genuine; and c. the investors will strictly abide by the present provisions and other relevant
Chinese laws and regulations);

(4)

a letter of legal advice issued by a law firm affirms that the legal indispensable investors exist and the above-mentioned declaration
has got valid authorization and has been signed;

(5)

explanations of the business-starting operations of the foreign investors, explanations of the capital managed by them of the three
years before the application is submitted, explanations of the investment made among the capital managed by them of the three years
before the application is submitted, resumes of its professional managerial persons of business-starting investment;

(6)

the registration certificate of the investors (photocopy) and the certificate of the legal representative (photocopy);

(7)

the notice of pre-approval of the name of the FBIE issued by the name registration organ;

(8)

If the qualifications of the indispensable investors are based on the requirements as provided in paragraph (4) of Article 7 , they
shall submit relevant materials of the affiliated entity that meets the requirements;

(9)

other documents related to the establishment application as required by the examination and approval authority.

Article 10

The FBIEs shall give a clear indication of “Business-starting Investment” in its name. Except for business-starting investment enterprises,
none of the other foreign investment enterprises may use the aforesaid words in their name.

Article 11

In applying for establishing an FBIE, the following documents shall be submitted to the registration organ and shall be responsible
for their authenticity and effectiveness:

(1)

registration application signed by the chairman of the board of directors or by the person-in-charge of the joint management committee;

(2)

contracts, articles of association, the documents and certificate of approval issued by the approving authorities;

(3)

legal license to do business or the certification of the ID of the investor;

(4)

credit certification of the investor;

(5)

appointment documents and the certification of the ID of the legal representative and archival documents of the directors and managers
of this enterprise;

(6)

notice of pre-approval of its name;

(7)

the certification of the address of the enterprise and the certification of its business offices.

In the case of applying for establishing a non-legal-person organization, the applicant shall submit the articles or agreement of
overseas indispensable investors besides the aforesaid materials. Where an enterprise includes investors as provided in Article 7
(4) of the present Provisions, the applicant shall submit the letter of undertaking issued by its affiliated entity, which is to
bear the joint liabilities of investments. All of the aforesaid documents should be written in Chinese. Those written in foreign
languages other than Chinese shall be accompanied by good Chinese translations.

An FBIE should apply to the original registration organ for the modification registration of its modified registration matters.

Article 12

Upon the approval of the registration organ, the incorporated FBIEs shall be issued the business license of legal entity, and the
non-legal-person FBIEs shall be issued a business license.

A business license shall clearly states the total registered capital of the investors and the names of the dispensable investors.

Chapter III Capital Contributions and Relevant Modifications

Article 13

The capital contributions made by the investors of a business-starting enterprise without qualifications of legal entity and the relevant
modifications shall be in conformity with the following:

(1)

The investors may pay the their subscribed capital by installments according to the proceedings of the business-starting investment,
but the longest term shall be no more than 5 years. The amount of capital to be invested at each stage shall be decided by the FBIE
itself according to the contract of the enterprise and the agreement concluded by it and its invested enterprise. In the contract,
the investors shall stipulate liabilities of the investors who do not pay the subscribed capital contributions and relevant measures.

(2)

During the period of the continuous existence of the FBIE, the investors generally shall not reduce their subscribed amount of capital.
Upon approval of the examination and approval organ, an investor may reduce its subscribed amount of capital if the said amount exceeds
50 % of the total provided that it has obtained the consent of the indispensable investors and the business-starting FBIE isn’t in
violation of the requirement of minimum registered capital of 1, 000, 000 U.S. $ (The present provision shall not be applicable to
a case where an investor reduces its invested amount of capital in accordance with item (5) of this Article or the FBIE reduces the
untapped capital when its term of investment expires). In this case, the investors shall stipulate the conditions, procedure and
methods for reducing the subscribed amount of capital in the contract of the FBIE;

(3)

Indispensable investors shall not withdraw from the FBIE during the period of its continuous existence. A necessary withdrawal under
a special circumstance shall be upon the consent of the investor whose investment amount exceeds 50% of the total amount, and the
relevant rights and interests shall be assigned to the new investor who satisfies the conditions as provided in Article 7 . The contract
and the articles of association of this enterprise shall be modified and shall be reported to the check and approving authority for
approval.

The transference of the other investors’ subscribed amount of capital or invested amount of capital shall be done in compliance with
the contract of the FBIE and the assignee shall meet the requirements as provided in Article 6 . All investors shall make relevant
modifications in the contract and the articles of association of the FBIE and report to the examination and approval organ for archival
purposes.

(4)

After an FBIE has been established, the investment application of new investors shall be in conformity with the present Provisions
and the stipulations in the contract, and shall be consented by the indispensable investors. Relevant modifications shall be made
in the contract and the articles of association of the FBIE and shall be reported to the examination and approval organ for archival
purposes.

(5)

Among the incomes of an FBIE arising from selling or disposing of the interests of its invested enterprise by other means, the part
equivalent to its original amount of investment may be directly allocated to all the investors. Such allocation constitutes a reduction
of the invested amount of the investors. An FBIE shall stipulate concrete methods of allocation in its contract, and at least 30
days before it makes such allocation, it shall submit an archival statement on the request of reducing the relevant invested amount
of the investors. In the said statement, it shall prove that the amount of the investments to be made by the investors and the other
capital it has at that time is at least in conformity with the investment obligations that the FBIE shall undertake at that time.
However, such allocation shall not be a plea to the litigation resulted from its violation of any of the investment obligations.

Article 14

When a non-legal-person organization files an application to the registration authority for modifying its registration, the archival
evidential documents issued by the above-mentioned examination and approval organ may replace relevant documents for examination
and approval.

Article 15

Having made investments according to the proceedings of business-starting investments and upon relevant capital verification report,
the investors of the FBIE shall file an application to the original registration organ for handling the archival procedures for their
investments. The registration organ shall fill up the number of its actual amount of capital behind the item of “Capital Amount”
on its Business License.

Where an FBIE makes no investment or fails to make the total investment, it shall be subject to penalties imposed by the registration
organ in accordance with the existing regulations.

Article 16

The investors of an FBIE shall make investments and relevant modifications in accordance with the existing regulations.

Chapter IV Institutional Structure

Article 17

An FBIE in the form of non-legal-person organization shall establish a joint management committee. An FBIE in the form of company
shall establish a board of directors. The investors shall stipulate on how to organize the joint management committee or the board
of directors in the contract and in the articles of association of the FBIE. The joint management committee and the board of directors
shall manage the enterprise on behalf of its investors.

Article 18

The subordinate administrative departments of the joint management committee and the board of directors shall, in accordance with
the power as specified in the contract and the articles of association of the FBIE, take charge of the routine managerial work and
execute the investment decisions made by the joint management committee and the board of directors.

Article 19

The person-in-charge of an administrative department shall satisfy the following conditions:

(1)

shall have full capacity for civil conduct;

(2)

shall have no record of criminal offence;

(3)

shall have no record of bad operations;

(4)

shall be experienced in business-starting investments and have no record of illegal practices.

(5)

shall meet the other requirements of the examination and approval organ.

Article 20

The administrative departments shall regularly report the following to the joint management committee and the board of directors:

(1)

significant investments under authorization;

(2)

metaphase & annual performance reports and financial statements;

(3)

other matters as provided in laws and regulations;

(4)

relevant matters as stipulated in the contract and in the articles of association of the FBIE.

Article 21

The joint management committee and the board of directors may grant the power of routine administration to a business-investment management
enterprise or another FBIE rather than establish administrative departments. The business-investment management enterprise may be
a domestically-funded business-starting investment enterprise or a foreign-funded one or an overseas enterprise. In this case, the
business-starting investment enterprise and the business-starting investment management enterprise shall conclude a managerial contract,
stipulating respective rights and interests. Such a contract shall not come into effect until it has been agreed by all the investors
and has been approved by the examination and approval organ.

Article 22

The investors of an FBIE may, by reference to the international practices, stipulate interior system for income allocations and incentive
mechanism in the business-starting investment contract.

Chapter V Business-Starting Investment Management Enterprise

Article 23

An entrusted business-starting investment management enterprise shall meet the following conditions:

(1)

To accept the entrustment of the FBIEs and to manage the investments made by them shall be its main business;

(2)

It shall have at least 3 professional managerial persons who have at least three years of practical experience in business-starting
investment;

(3)

Its registered capital or its total investments shall not be less than 1, 000, 000 yuan or equivalent foreign exchange;

(4)

It shall have a perfect interior control system.

Article 24

A business-starting investment management enterprise is allowed to take the form of the corporate organization or the partnership
organization.

Article 25

A business-starting investment management enterprise may be entrusted to manage different FBIEs.

Article 26

A business-starting investment management enterprise shall report the matters as listed in Article 20 to the joint management committee
and the board of directors of the entrusting party.

Article 27

The establishment of a foreign-funded business-starting investment management enterprise shall be in conformity with the conditions
as provided in Article 23 and shall be reported to the examination and approval organ for approval via the administrative departments
of foreign trade and economic cooperation at the provincial level where the company to be established is located. The examination
and approval organ shall make a written decision on whether to approve or not within 45 days as of the acceptance of the complete
set of the above-mentioned documents. It shall issue a Certificate of Approval for Foreign-invested Enterprises to the approved enterprises,
which shall file an application to the registration organ by holding the Certificate within a month as of their acceptance of the
Certificate.

Article 28

The following documents shall be submitted to the examination and approval organ in applying for the establishment of a foreign-invested
business-starting investment management company:

(1)

establishment application;

(2)

contract and articles of association of foreign-funded business-starting investment management company;

(3)

the investors’ registration certificate (photocopy) and the certificate of the legal representative (photocopy);

(4)

relevant documents required by the examination and approval organ;

Article 29

A foreign-invested business-starting investment management enterprise shall give a clear indication of “INVESTMENT MANAGEMENT” in
its name. Except for the foreign-invested business-starting investment management enterprises any other foreign-funded enterprises
shall not do so.

Article 30

An overseas business-starting investment management enterprise, which has acquired the approval of engaging in business-starting investment
management under the authorization of FBIEs, shall file an application to the registration organ to handle the business registration
procedures within 30 days as of the approval day of the management contract.

An applicant shall submit the following documents to the business registration organ and shall be responsible for their authenticity
and effectiveness:

(1)

an application for registration signed by the chairman of the board of directors of the overseas business-starting investment management
enterprise, or by a competent person;

(2)

a management contract and the approval documents of the examination and approval organ;

(3)

articles of association or partnership agreement of the overseas business-starting investment management enterprise;

(4)

the overseas business-starting investment management enterprise’ legal license to do business;

(5)

the credit certification of the overseas business-starting investment management enterprise;

(6)

the power of attorney, resume and the certification of the identification of the person-in-charge of the Chinese project appointed
by the overseas business-starting investment management enterprise;

(7)

the certification of its business offices in China; All of the aforesaid documents should be written in Chinese, those written in
foreign languages other than Chinese shall be accompanied by good Chinese translations

Chapter VI Business Management

Article 31

An FBIE may engage in the following businesses:

(1)

It may make equity investments with all of its own capital through establishing new enterprises, or investing into an established
enterprise, or accepting the stock equities transferred by the investors of an established enterprise, or through other means as
permitted in the laws and regulations of the state;

(2)

It may offer business-starting investment consultancy services;

(3)

It may offer management consultancy to the invested enterprises;

(4)

It may engage in other businesses as approved by the examination and approval organ. The capital of an FBIE may be largely used to
make equity investments into its invested enterprise.

Article 32

A business-starting enterprise shall not engage in the following activities:

(1)

It shall not make investments into the areas in which foreign investments are prohibited by the state;

(2)

It shall not make direct or indirect investments into the listed securities and bonds of an enterprise, but after the invested enterprise
is listed, the shares held by the FBIE shall be an exception.

(3)

It shall not make direct or indirect investments into real property not for its own use;

(4)

It shall not make investments by way of loans;

(5)

It shall not make investments by embezzling the capital not in its ownership;

(6)

It shall not provide a loan or guaranty to others, but the bonds with a term of more than 1 year issued by its invested enterprise
and the investments in the nature of bonds that may be converted into equity investments to the invested enterprise shall be excluded
(this paragraph doesn’t concern whether the invested enterprise is enpost_titled to issue such bonds or not);

(7)

It shall not engage in other activities as prohibited in the law and regulations and the contract of the FBIE.

Article 33

The investors shall stipulate a term for foreign investments in the contract of the FBIE.

Article 34

The incomes of an FBIE shall be generated largely from selling the stock equities it holds in the invested enterprise or from disposing
of the stock equities by other means. When an FBIE sell the stock equities it holds in the invested enterprise or dispose of the
stock equities by other means, it may, in accordance with the law, choose one of the following available methods of withdrawing:

(1)

It may transfer part of or all of the stock equities it holds to other investors;

(2)

It may sign an agreement of stock equity counter-purchase with the invested enterprise, which may counter-purchase the stock equities
held by the business-starting investment enterprise under certain circumstances;

(3)

Where the invested enterprise satisfies the conditions of listing as provided by laws and administrative regulations, it may apply
for listing in the securities markets of home and abroad. In accordance with the law, the FBIE may transfer the shares it holds in
the invested enterprise through the securities markets;

(4)

The other methods that are allowed by the laws and administrative regulations of China. The concrete regulatory measures concerning
the invested enterprise’ counter-purchase of the stock equities held by the FBIE shall be separately formulated by the examination
organ jointly with the registration organ.

Article 35

An FBIE shall make tax declaration in accordance with the tax laws of the state. As to a non-legal-person organization, in accordance
with the law, it may request all the investing parties to file returns for enterprise income taxes on their own, or file an application
by itself, after the application has been approved, it shall, in accordance with the law, calculate and pay the enterprise income
tax in a consolidated way.

The concrete regulatory measures concerning the levy of enterprise income tax upon the non-legal-person FBIEs shall be promulgated
separately by the State Administration of Taxation.

Article 36

Where the profit or other income obtained by a foreign investor from an FBIE is to be remitted abroad, it shall be paid from the foreign
currency account of the FBIE, or shall be remitted through an entrusted bank with the foreign currencies purchased from the bank.
Such payment or remittance shall be made on the basis of the allocation decision made by the joint management committee or the board
of directors, the audit report issued by an accountant office, the certification of inflow of foreign investments and the report
on the verification of capital, the certification of tax payment and the tax return (where an enterprise enjoys tax concession, it
shall present the evidential documents of tax concession issued by the tax authorities).

In accordance with the law, a foreign investor may request to purchase foreign currencies to remit the investments withdrawn from
the FBIE. As to an FBIE in the form of company, the opening and access of foreign currency account, changes of capital and other
matters involving the incomes and expenses of foreign currencies shall be handled pursuant to the existing regulations concerning
the administration of foreign exchange. But relevant regulations on the non-legal-person FBIEs shall be formulated separately by
the State Administration of Foreign Exchange.

Article 37

The investors shall stipulate the business term of the FBIE i

CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON STRENGTHENING THE WORKS RELATING TO WITHHOLDING AND PAYMENT OF THE INDIVIDUAL INCOME TAX FROM INTERESTS OF ENTERPRISES BOND

The State Administration of Taxation

Circular of the State Administration of Taxation on Strengthening the Works Relating to Withholding and Payment of the Individual
Income Tax from Interests of Enterprises Bond

GuoShuiHan [2003] No.612

June 6, 2003

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

In order to further strengthening the management of the levy and collection of the individual income tax from interests of enterprises
bonds, and safeguard the timely entry of full tax into the state treasury, the issues on the management of levy of the income tax
from interests of enterprises bonds are notified as follows through research and investigation:

The individual income tax from interests of enterprise bonds shall be uniformly withheld and paid by the conversion institutions when
converting and paying the interests to the holders of bonds, which shall be directly entered into the state treasury. The conversion
and paying institutions shall do well in the works relating to the withholding and payment of the individual income tax according
to the relevant provisions of the individual income tax law.

II.

Various levels of tax administration shall strengthen the management on the work of the conversion and paying institutions relating
to withholding and payment of the individual income tax.

III.

The Circular shall be implemented as of the date of the delivery.

The State Administration of Taxation
2003-06-06

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INTERIM RULES OF THE MINISTRY OF FOREIGN TRADE AND ECONOMIC COOPERATION ON THE HEARING OF COUNTERVAILING INVESTIGATION

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PROVISIONS CONCERNING THE ADMINISTRATION OF FOREIGN-FUNDED BUSINESS-STARTING INVESTMENT ENTERPRISES

CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON STRENGTHENING THE WORKS RELATING TO WITHHOLDING AND PAYMENT OF THE INDIVIDUAL INCOME TAX FROM INTERESTS OF ENTERPRISES BOND

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