PROTECTION OF WILDLIFE LAW

Law of the People’s Republic of China on the Protection of Wildlife



	(Adopted at the Fourth Meeting of the Standing Committee of the Seventh National People’s Congress on November 8, 1988 and promulgated by Order No.9 of the President of the People’s Republic of China on November 8, 1988; amended according to the Decision on Amending the Law of the People’s Republic of China on the Protection of Wildlife, adopted at the 11th Meeting of the Standing Committee of the Tenth National People’s Congress on August 28, 2004) Contents Chapter I General Provisions Chapter II Protection of Wildlife Chapter III Administration of Wildlife Chapter IV Legal Liabilities Chapter V Supplementary Provisions Chapter I General Provisions Article 1 This Law is formulated for the purpose of protecting and saving the species of wildlife which are rare or near extinction, protecting, developing and rationally utilizing wildlife resources and maintaining ecological balances. Article 2 All activities within the territory of the People’s Republic of China concerning the protection, domestication, breeding, development and utilization of species of wildlife must be conducted in conformity with this Law. The wildlife protected under this Law refers to the species of terrestrial and aquatic wildlife which are rare or near extinction and the species of terrestrial wildlife which are beneficial or of important economic or scientific value. The wildlife referred to in the provisions of this Law means the wildlife which shall enjoy protection as prescribed in the preceding paragraph. As regards the protection of the species of aquatic wildlife other than those which are rare or near extinction, the provisions of the Fisheries Law shall apply. Article 3 Wildlife resources shall be owned by the State. The state protects the lawful rights and interests of units and individuals engaged in the development or utilization of wildlife resources according to law. Article 4 The State pursues a policy of strengthening the protection of wildlife resources, actively domesticating and breeding the species of wildlife, and rationally developing and utilizing wildlife resources, and encourages scientific research on wildlife. Units and individuals that have made outstanding achievements in the protection of wildlife resources, in scientific research on wildlife, or in the domestication and breeding of wildlife shall be awarded by the government. Article 5 Citizens of the People’s Republic of China shall have the duty to protect wildlife resources and the right to inform the authorities of or file charges against acts of seizure or destruction of wildlife resources. Article 6 The governments at various levels shall strengthen the administration of wildlife resources and formulate plans and measures for the protection, development and rational utilization of wildlife resources. Article 7 The departments of forestry and fisheries administration under the State Council shall be respectively responsible for the nationwide administration of terrestrial and aquatic wildlife. The departments of forestry administration under the governments of provinces, autonomous regions and municipalities directly under the Central Government shall be responsible for the administration of terrestrial wildlife in their respective areas. The departments in charge of the administration of terrestrial wildlife under the governments of autonomous prefectures, counties and municipalities shall be designated by the governments of provinces, autonomous regions or municipalities directly under the Central Government. The departments of fishery administration under the local governments at or above the county level shall be responsible for the administration of aquatic wildlife in their respective areas. Chapter II Protection of Wildlife Article 8 The State protects wildlife and the environment for its survival, and prohibits the illegal hunting, catching or destruction of wildlife by any unit or individual. Article 9 The State gives special protection to the species of wildlife which are rare or near extinction. The wildlife under special state protection shall consist of two classes: wildlife under first class protection and wildlife under second class protection. Lists or revised lists of wildlife under special state protection shall be drawn up by the administrative department for wildlife under the state Council and announced after being submitted to and approved by the State Council. The wildlife under special local protection, being different from the wildlife under special state protection, refers to the wildlife specially protected by provinces, autonomous regions or municipalities directly under the Central Government. Lists of wildlife under special local protection shall be drawn up and announced by the governments of provinces, autonomous regions or municipalities directly under the Central Government and shall be submitted to the State Council for the record. Lists or revised lists of terrestrial wildlife under state protection, which are beneficial or of important economic or scientific value, shall be drawn up and announced by the administrative department for wildlife under the State Council. Article 10 The administrative department for wildlife under the State Council and governments of provinces, autonomous regions and municipalities directly under the Central Government shall, in the main districts and water areas where wildlife under special state or local protection lives and breeds, designate nature reserves and strengthen the protection and administration of wildlife under special state or local protection and the environment for its survival. The designation and administration of nature reserves shall be effected in accordance with the relevant provisions of the State Council. Article 11 Administrative departments for wildlife at various levels shall keep watch on and monitor the impact of the environment on wildlife. If the environmental impact causes harm to wildlife, the administrative departments for wildlife shall conduct investigation and deal with the matter jointly with the departments concerned. Article 12 If a construction project produces adverse effects on the environment for the survival of wildlife under special state or local protection, the construction unit shall submit a report on the environmental impact. The department of environmental protection shall, in examining and approving the report, seek the opinion of the administrative department for wildlife at the same level. Article 13 If natural disasters present threats to wildlife under special state or local protection, the local governments shall take timely measures to rescue them. Article 14 If the protection of wildlife under special state or local protection causes losses to crops or other losses, the local governments shall make compensation for them. Measures for such compensation shall be formulated by the governments of provinces, autonomous regions and municipalities directly under the Central Government. Chapter III Administration of Wildlife Article 15 The administrative departments for wildlife shall regularly carry out surveys of wildlife resources and keep records of them. Article 16 The hunting, catching or killing of wildlife under special state protection shall be prohibited. Where the catching or fishing for wildlife under first class state protection is necessary for scientific research, domestication and breeding, exhibition or other special purposes, the unit concerned must apply to the administrative department for wildlife under the State Council for a special hunting and catching license; where the catching or hunting of wildlife under second class state protection is intended, the unit concerned must apply to the relevant administrative department for wildlife under the government of a province, an autonomous region or a municipality directly under the Central Government for a special hunting and catching license. Article 17 The State encourages the domestication and breeding of wildlife. Anyone who intends to domesticate and breed wildlife under special state protection shall obtain a license. Administrative measures for such licenses shall be formulated by the administrative department for wildlife under the State Council. Article 18 Anyone who intends to hunt or catch wildlife that is not under special state protection must obtain a hunting license and observe the hunting quota assigned. Anyone who intends to hunt with a gun must obtain a gun license from the public security organ of the county or municipality concerned. Article 19 Anyone engaged in the hunting or catching of wildlife shall observe the prescriptions in his special hunting and catching license or his hunting license with respect to the species, quantity, area and time limit. Article 20 In nature reserves and areas closed to hunting, and during seasons closed to hunting, the hunting and catching of wildlife and other activities which are harmful to the living and breeding of wildlife shall be prohibited. The areas and seasons closed to hunting as well as the prohibited hunting gear and methods shall be specified by governments at or above the county level or by the administrative departments for wildlife under them. Article 21 The hunting or catching of wildlife by the use of military weapons, poison or explosives shall be prohibited. Measures for the control of the production, sale and use of hunting rifles and bullets shall be formulated by the department of forestry administration under the State Council jointly with the public security department, and shall enter into force after being submitted to and approved by the State Council. Article 22 The sale and purchase of wildlife under special state protection or the products thereof shall be prohibited. Where the sale, purchase or utilization of wildlife under first class state protection or the products thereof is necessary for scientific research, domestication and breeding, exhibition or other special purposes, the unit concerned must apply for approval by the administrative department for wildlife under the State Council or by a unit authorized by the same department. Where the sale, purchase or utilization of wildlife under second class state protection or the products thereof is necessary, the unit concerned must apply for approval by the administrative department for wildlife under the government of the relevant province, autonomous region or municipality directly under the Central Government or by a unit authorized by the same department. Units and individuals that domesticate and breed wildlife under special state protection may, by presenting their domestication and breeding licenses, sell wildlife under special state protection or the products thereof, in accordance with the relevant regulations, to purchasing units designated by the government. The administrative authority for industry and commerce shall exercise supervision and control over wildlife or the products thereof that are placed on the market. Article 23 The transportation or carrying of wildlife under special state protection or the products thereof out of any county must be approved by the administrative department for wildlife under the government of the relevant province, autonomous region or municipality directly under the Central Government, or by a unit authorized by the same department. Article 24 The export of wildlife under special state protection or the products thereof, and the import or export of wildlife or the products thereof, whose import or export is restricted by international conventions to which China is a party, must be approved by the administrative department for wildlife under the State Council or by the State Council, and an import or export permit must be obtained from the state administrative organ in charge of the import and export of the species which are near extinction. The Customs shall clear the imports or exports after examining the import or export permit. The export of the species of wildlife involving scientific and technological secrets shall be dealt with in accordance with relevant provisions of the State Council. Article 25 The forgery, sale or resale or transfer of special hunting and catching licenses, hunting licenses, domestication and breeding licenses, and import and export permits shall be prohibited. Article 26 Where any foreigner intends, in the territory of China, to make surveys of or to film or videotape wildlife under special state protection in the field, he must apply for approval by the administrative department for wildlife under the State Council or by a unit authorized by the same department. The establishment of hunting grounds open to foreigners shall be registered with the administrative department for wildlife under the State Council. Article 27 Anyone engaged in the utilization of wildlife or the products thereof shall pay a fee for the protection and administration of wildlife resources. The schedule of the fee and the procedure for collecting it shall be formulated by the administrative department for wildlife under the State Council jointly with the financial and pricing authorities and shall enter into force after being submitted to and approved by the State Council. Article 28 Anyone who has caused losses to crops or other losses while hunting or catching wildlife shall be held responsible for compensation. Article 29 The local governments concerned shall take measures to prevent and control the harm caused by wildlife so as to guarantee the safety of human beings and livestock and ensure agricultural and forestry production. Article 30 The administrative measures for wildlife under special local protection and for other wildlife that is not under special state protection shall be formulated by the standing committees of the people’s congresses of provinces, autonomous regions and municipalities directly under the Central Government. Chapter IV Legal Liabilities Article 31 Anyone who illegally catches or kills wildlife under special state protection shall be prosecuted for criminal responsibility in accordance with the supplementary provisions on punishing the crimes of catching or killing the species of wildlife under special state protection which are rare or near extinction. Article 32 If anyone, in violation of the provisions of this Law, hunts or catches wildlife in an area or during a season closed to hunting or uses prohibited hunting gear or methods for the purpose, his catch, hunting gear and unlawful income shall be confiscated and he shall be fined by the administrative department for wildlife; if the circumstances are serious enough to constitute a crime, he shall be prosecuted for criminal responsibility in accordance with the provisions of Article 130 of the Criminal Law. Article 33 If anyone, in violation of the provisions of this Law, hunts or catches wildlife without a hunting license or in violation of the prescriptions of the hunting license, his catch and unlawful income shall be confiscated and he shall be fined by the administrative department for wildlife and, in addition, his hunting gear may be confiscated and his hunting license revoked. If anyone, in violation of the provisions of this Law, hunts wildlife with a hunting rifle without a license for the rifle, he shall be punished by a public security organ by applying mutatis mutandis the provisions of the Regulations on Administrative Penalties for Public Security. Article 34 If anyone, in violation of the provisions of this Law, destroys in nature reserves or areas closed to hunting the main places where wildlife under special state or local protection lives and breeds, he shall be ordered by the administrative department for wildlife to stop his destructive acts and restore these places to their original state within a prescribed time limit, and shall be fined. Article 35 If anyone, in violation of the provisions of this Law, sells, purchases, transports or carries wildlife under special state or local protection or the products thereof, such wildlife and products and his unlawful income shall be confiscated by the administrative authority for industry and commerce and he may concurrently be fined. If anyone, in violation of the provisions of this Law, sells or purchases wildlife under special state protection or the products thereof, and if the circumstances are serious enough to constitute a crime of speculation or smuggling, he shall be prosecuted for criminal responsibility according to the relevant provisions of the Criminal Law. The wildlife or the products thereof thus confiscated shall, in accordance with the relevant provisions, be disposed of by the relevant administrative department for wildlife or by a unit authorized by the same department. Article 36 If anyone illegally imports or exports wildlife or the products thereof, he shall be punished by the Customs according to the Customs Law; if the circumstances are serious enough to constitute a crime, he shall be prosecuted for criminal responsibility in accordance with the provisions of the Criminal Law on the crimes of smuggling. Article 37 If anyone forges, sells or resells or transfers a special hunting and catching license, a hunting license, a domestication and breeding license, or an import or export permit, his license or permit shall be revoked and his unlawful income shall be confiscated and he may concurrently be fined by the relevant administrative department for wildlife or the administrative authority for industry and commerce. If anyone who forges or sells or resells a special hunting and catching license or an import or export permit, and if the circumstances are serious enough to constitute a crime, he shall be prosecuted for criminal responsibility by applying mutatis mutandis the provisions of Article 167 of the Criminal Law. Article 38 Any staff member of a administrative department for wildlife who neglects his duty, abuses his power or engages in malpractices for personal gains shall be subject to administrative sanctions by the department to which he belongs or by the competent authority at a higher level; if the circumstances are serious enough to constitute a crime, he shall be prosecuted for criminal responsibility according to law. Article 39 Any party who is dissatisfied with the decision on an administrative sanction may, within 15 days of receiving the notification on the sanction, make a request for reconsideration to the authority at the level next higher to the one that made the decision on the sanction; if he is dissatisfied with the decision on reconsideration made by the authority at the next higher level, he may, within 15 days of receiving the notification on the decision on reconsideration, institute legal proceedings in the court. The party may also directly institute legal proceedings in the court within 15 days of receiving the notification on the sanction. If the party neither makes a request for reconsideration, nor institutes legal proceedings in the court, nor complies with the decision on the sanction, the authority that made the decision on the sanction shall request the court to effect a compulsory execution of the decision. If the party is dissatisfied with a customs penalty or a penalty for violation of public security, the matter shall be dealt with in accordance with the provisions of the Customs Law or the Regulations on Administrative Penalties for Public Security. Chapter V Supplementary Provisions Article 40 If any international treaty concerning the protection of wildlife, concluded or acceded to by the People’s Republic of China, contains provisions differing from those of this Law, the provisions of the international treaty shall apply, unless the provisions are ones on which the People’s Republic of China has made reservations. Article 41 The administrative department for wildlife under the State Council shall, in accordance with this Law, formulate regulations for its implementation which shall go into effect after being submitted to and approved by the State Council. The standing committees of the people’s congresses of provinces, autonomous regions and municipalities directly under the Central Government may, in accordance with this Law, formulate measures for its implementation. Article 42 This Law shall go into effect as of March 1, 1989.

SEED LAW

Seed Law of the People’s Republic of China

(Adopted at the 16th Meeting of the Standing Committee of the Ninth National People’s Congress on July 8, 2000, promulgated
by Order No. 34 of the President of the People’s Republic of China on July 8, 2000, and amended in accordance with the Decision on
Amending the Seed Law of the People’s Republic of China, adopted at the 11th Meeting of the Standing Committee of the Tenth National
People’s Congress on August 28, 2004)

Contents

Chapter I General Provisions

Chapter II Protection of Germ Plasm Resources

Chapter III Selection and Verification of Varieties

Chapter IV Production of Seeds

Chapter V Trading in Seeds

Chapter VI Use of Seeds

Chapter VII Seed Quality

Chapter VIII Import and Export of Seeds and Cooperation with Foreign Countries

Chapter IX Administrative Management of Seeds

Chapter X Legal Responsibility

Chapter XI Supplementary Provisions

Chapter I

General Provisions

Article 1 This Law is enacted for the purpose of protecting and making rational use of germ plasm resources, standardizing
the variety selection and the production of, trading in and use of seeds, safeguarding the lawful rights and interests of variety
breeders and seed producers, traders in seeds and seed users, operators and users, improving the quality of seeds, pushing forward
the industrial management of seeds and promoting the development of crop cultivation and the forestry industry.

Article 2 This Law shall apply to the activities such as variety selection and production of, trading in, use and management
of seeds engaged in within the territory of the People’s Republic of China.

For purposes of this Law, seeds mean the materials for planting or propagating crops and forest trees, including grains, fruits,
roots, stems, seedlings, sprouts and leaves.

Article 3 The administrative departments for agriculture and for forestry under the State Council shall be respectively in
charge of the work related to crop seeds and forest tree seeds throughout the country. The administrative departments for agriculture
and for forestry under the local people’s governments at or above the county level shall be in charge of the work related to crop
seeds and forest tree seeds within their respective administrative regions.

Article 4 The State supports the efforts to protect germ plasm resources and to select, produce, replace and popularize improved
varieties, encourages the combination of variety selection with seed production and trading in seeds, and rewards the units and individuals
that achieve outstanding successes in the protection of germ plasm resources and in the selection and popularization of improved
varieties.

Article 5 People’s governments at or above the county level shall make plans for seed development in accordance with the guidelines
of developing agriculture with the help of science and education and in light of the need for the development of crop cultivation
and the forestry industry, and ensure implementation of the plans by taking measures in the fields of finance, loans and taxation
in accordance with the relevant regulations of the State.

Article 6 The State Council and the people’s governments of provinces, autonomous regions, and municipalities directly under
the Central Government shall establish special funds to support the selection and popularization of improved varieties. Specific
measures in this regard shall be formulated by the State Council.

Article 7 The State shall establish a system for storing seeds, mainly to meet the need of production in times of calamities
and to ensure the security of agricultural production. The seeds kept in reserve shall be regularly inspected and replaced with new
seeds. Specific measures for seed storage shall be formulated by the State Council.

Chapter II

Protection of Germ Plasm Resources

Article 8 The State protects germ plasm resources in accordance with law, and no units or individuals may seize or impair germ
plasm resources.

Collecting and cutting natural germ plasm resources that are under special protection of the State are prohibited. Where such collecting
or cutting is required for scientific research or other special purposes, the matter shall be subject to approval by the administrative
department for agriculture or for forestry under the State Council or under the people’s government of a province, autonomous region
or municipality directly under the Central Government.

Article 9 The State, in a planned way, collects, sorts out, verifies, registers, stores, exchanges and utilizes germ plasm
resources, and regularly issues the catalogue of available germ plasm resources. Specific measures in this respect shall be formulated
by the administrative departments for agriculture and for forestry under the State Council.

The administrative departments for agriculture and for forestry under the State Council shall establish a national bank of germ plasm
resources, and the administrative departments for agriculture and for forestry under the people’s governments of provinces, autonomous
regions or municipalities directly under the Central Government may, in light of their need, establish germ plasm resources banks
and protection zones or germ plasm resources reserves.

Article 10 The State has the sovereign right over germ plasm resources. Any units or individuals that wish to provide
germ plasm resources to people outside China shall apply to the administrative department for agriculture or for forestry under the
State Council for approval; Any introduction of germ plasm resources from abroad shall be handled in accordance with the relevant
regulations laid down by the administrative department for agriculture or for forestry under the State Council.

Chapter III

Selection and Verification of Varieties

Article 11 The administrative departments for agriculture, forestry, science and technology, education, etc. under the State
Council and the people’s governments of provinces, autonomous regions, and municipalities directly under the Central Government shall
make arrangements for relevant units to carry out research on the theory, technology and methods for variety selection.

The State encourages and supports units and individuals in their efforts to select and develop improved varieties.

Article 12 The State applies the system of protecting new plant varieties, whereby the plant varieties cultivated by artificial
means or developed from wild plants discovered, which possess the characteristics of novelty, uniqueness, conformity and stability,
shall be given the post_title of new plant varieties and the lawful rights and interests of the owners of such plant varieties shall be
protected. The specific measures therefor shall be applied in accordance with the relevant regulations of the State. Where the varieties
selected and bred are popularized, the breeders shall be given appropriate economic benefits in accordance with law.

Article 13 Where the earnings of units or individuals are reduced because the administrative departments for forestry establish
testing stands, experimental stands, fine tree collection areas or gene banks for selection of improved varieties of forest trees,
the administrative departments for forestry that give the approval shall make economic compensation to the units or individuals in
accordance with the relevant regulations of the State.

Article 14 The selection, experiment, verification and popularization of transgenic plant varieties shall be subject to security
assessment, and strict security control measures shall be taken. Specific measures in this respect shall be formulated by the State
Council.

Article 15 Main crop and forest tree varieties shall be subject to verification at the national or provincial level prior to
their popularization. Applicants may directly apply for verification at the provincial or national level. Main crop and forest tree
varieties determined by the administrative departments for agriculture and for forestry under the people’s governments of provinces,
autonomous regions and municipalities directly under the Central Government shall be subject to verification at the provincial level.

The measures for verifying main crop and forest tree varieties shall embody the principles of fairness, openness, scientificalness
and efficiency and shall be formulated by the administrative departments for agriculture and for forestry under the State Council.

The administrative departments for agriculture and for forestry under the State Council and those under the people’s governments
of provinces, autonomous regions, and municipalities directly under the Central Government shall respectively set up crop and forest
tree varieties verification committees composed of professionals, which shall be in charge of the verification of main crop and forest
tree varieties.

With respect to regions with a diversified ecology, the administrative departments for agriculture and for forestry under the people’s
governments of provinces, autonomous regions, and municipalities directly under the Central Government may entrust cities divided
into districts and autonomous prefectures with the verification of the main crop and forest tree varieties, which are suitable for
popularization in regions with special ecology.

Article 16 The main crop varieties and improved varieties of forest trees verified at the national level shall be announced
by the administrative departments for agriculture and for forestry under the State Council, and they may be popularized in regions
with suitable ecology throughout the country. The main crop varieties and improved varieties of forest trees verified at the provincial
level shall be announced by the administrative departments for agriculture and for forestry under the people’s governments of provinces,
autonomous regions, and municipalities directly under the Central Government, and they may be popularized in regions with suitable
ecology in their own administrative areas; with respect to regions of neighboring provinces, autonomous regions or municipalities
directly under the Central Government that have the same suitable ecology, the said varieties may be introduced upon the approval
of the administrative departments for agriculture and for forestry under the said people’s governments concerned.

Article 17 No crop varieties that are subject to verification but fail to pass the verification may be announced, traded in
or popularized.

No forest tree varieties that are subject to verification but fail to pass the verification may be traded in or popularized as improved
varieties. However, where such varieties are really needed for production, the matter shall be submitted to the forest tree varieties
verification committee for confirmation.

Article 18 Where applicants have objections to the decision that their crop or forest tree varieties fail to pass the verification,
they may apply for review to the original verification committee or to the committee at the next higher level.

Article 19 Where foreigners, foreign enterprises or other foreign organizations that have no regular domiciles or business
places in China apply for verification of their varieties in China, they shall ask Chinese institutes for scientific research in
seeds or for production of or trading in seeds with the status of legal person to serve as their agents.

Chapter IV

Production of Seeds

Article 20 A license system for the production of commodity seeds of main crops and forest trees shall be applied.

The licenses for producing hybrid seeds and parent seeds of the main crops, original seeds of conventional varieties and seeds of
improved varieties of main forest trees shall be subject to approval after examination by the administrative department for agriculture
or for forestry under the people’s government at the county level where such seeds are produced, and shall be issued after examination
by the administrative department of agriculture or for forestry under the people’s government of a province, autonomous region or
municipality directly under the Central Government. The licenses for producing other seeds shall be issued after examination
by the administrative department for agriculture for forestry under the local people’s government at or above the county level where
the seeds are produced.

Article 21 Units or individuals that apply for seed production licenses shall meet the following requirements:

(1) having the isolating and breeding facilities for propagating seeds;

(2) having seed production sites free of epidemic diseases and insect pests or nurse-crop stands designated as such by the administrative
department for forestry under the people’s government at or above the county level;

(3) having funds and facilities for production and inspection commensurate with seed production;

(4) having the necessary professionals specialized in seed production and inspection; and

(5) meeting the other requirements laid down in laws, and rules and regulations.

Anyone who applies for a license for producing seeds of a plant that has the post_title of a new plant variety shall be subject to written
consent by the owner of such variety.

Article 22 In a seed production license the varieties of the seeds, the sites for producing such seeds, the effective period
and other matters shall be stated clearly.

Forging, altering, trading in and leasing seed production licenses are prohibited. No unit or individual without such a license may
produce seeds, and no unit or individual with such a license may do so at variance with the provisions stated in the license.

Article 23 Commodity seeds shall be produced in compliance with technical regulations on seed production and the rules on seed
inspection and quarantine.

Article 24 Collection of seeds within forest seed production bases shall be arranged by the operators of the seed production
bases, and the seeds shall be collected in conformity with the relevant standards of the State.

Plundering of unripe seeds and doing damage to mother trees are prohibited, and no seeds may be collected in inferior forest stands
or from inferior mother trees.

Article 25 Producers of commodity seeds shall keep files of seed production, in which shall be clearly recorded the production
sites, environments of the plots, preceding crops, source and quality of parent seeds, responsible technicians, inspections conducted
in the fields, meteorological notes of the origins, distribution of seeds, etc.

Chapter V

Trading in Seeds

Article 26 A license system for trading in seeds shall be applied. Only after a seed trading license in obtained may a trader
in seeds apply to the administrative department for industry and commerce for a business license or for altering a business license
on the strength of the seed trading license.

A system for examination and approval and issue of seed trading licenses at different levels shall be practised. A seed trading license
shall be issued after examination by the administrative department for agriculture or for forestry under the people’s government
at or above the county level where the seed trader is located. The application for a seed trading license for hybrid seeds and parent
seeds of main crops, original seeds of conventional varieties or improved varieties of main forest trees shall be subject to examination
by the administrative department for agriculture or for forestry under the people’s government at the county level where the seed
trader is located, and the license shall be issued after examination by the administrative department for agriculture or for forestry
under the people’s government of a province, autonomous region or municipality directly under the Central Government. The application
for a seed trading license submitted by a seed company which combines the selection breeding, and production of seeds and trading
in seeds and the registered capital of which reaches the amount specified by the administrative department for agriculture or for
forestry under the State Council or submitted by a company that is engaged in import and export of seeds shall be examined by the
administrative department for agriculture or for forestry under the people’s government of a province, autonomous region or municipality
directly under the Central Government and the license shall be issued after examination by the administrative department for agriculture
or for forestry under the State Council.

Article 27 The remainder of conventional seeds propagated by peasants themselves for their own use may be sold and exchanged
at rural fairs without seed trading licenses, and measures in this respect shall be formulated by the people’s governments of provinces,
autonomous regions or municipalities directly under the Central Government.

Article 28 The State encourages and supports scientific research institutes, schools, and scientists and technologists in their
efforts to research in and develop new crop varieties and improved forest tree varieties, and to trade in them and spread their use
in accordance with law.

Article 29 Units or individuals that apply for seed trading licenses shall meet the following requirements:

(1) having funds commensurate with the seed varieties and quantities traded in and the capability of bearing civil liabilities independently;

(2) having the personnel who are able to correctly distinguish the seeds traded in and examine seed quality and are skilled in storing
seeds and keeping them in good condition;

(3) having business sites appropriate to the seed varieties and quantities traded in, the facilities for processing, packing and
storing the seeds and keeping them in good condition, and the instruments for examining seed quality; and

(4) meeting the other requirements laid down in laws, rules and regulations.

People who trade specially in packed seeds that are not to be divided into smaller packages, or sell seeds on the basis of written
commission as agents of the seed traders that have seed trading licenses, may go without seed trading licenses.

Article 30 The effective areas of a seed trading license shall be determined by the authority that issues the license within
its jurisdiction. Where seed traders wish to establish branch offices within the effective areas specified in the trading licenses,
they may dispense with extra licenses; however, they shall, within 15 days from the date they obtain or alter the business licenses,
report for the record to the local administrative departments for agriculture or for forestry and the authority that issues the license.

Article 31 In a seed trading license shall be clearly stated the scope of seed trading, the mode of business, the effective
term and areas, etc.

Forging, altering, trading in and leasing of seed trading licenses are prohibited. No unit or individual without such a license may
trade in seeds, and no unit or individual with such a license may do so at variance with the provisions stated in the license.

Article 32 Seed traders shall observe the provisions in relevant laws, rules and regulations, provide seed users with such
information as the brief properties of seeds, principal measures for planting, instructions for use of the seeds and relevant advisory
services, and they shall be responsible for the quality of the seeds.

No unit or individual may illegally interfere in the seed traders’ exercise of their right to independent operations.

Article 33 Without the approval of the administrative department for forestry under the people’s governments of provinces,
autonomous regions or municipalities directly under the Central Government, no seeds of rare trees or forest tree seeds the purchase
of which is restricted in accordance with the regulations of the people’s government at the same level may be purchased.

Article 34 Seeds for sale shall be processed, graded and packed, except those that cannot be processed or packed.

Seeds in large package or imported may be divided and repacked; in such cases, the repackaging units shall be clearly stated and
they shall be responsible for the quality of such seeds.

Article 35 A label shall be attached to the package of the seeds for sale. In such a label shall be clearly stated the seed
family, variety name, origin, quality index, serial number of quarantine certificate, serial number of the seed production or trading
license, or document number of examination and approval for import, etc. What is stated in the label shall be in conformity with
the seeds for sale.

For the sale of imported seeds, a label in Chinese is needed.

For the sale of the seeds of transgenic plant varieties, readily readable characters are essential, and safety control measures shall
be indicated for their use.

Article 36 Seed traders shall keep seed trading files, which shall contain brief information about the seed source, processing,
storage, transportation, the various links of quality test and the responsible persons the places where the seeds are sold to, etc.

Trading files for annual crop seeds shall be kept for two years after the seeds are sold; the length of time for keeping the trading
files for perennial crop seeds and forest tree seeds shall be specified by the administrative departments for agriculture and for
forestry under the State Council.

Article 37 The contents of seed advertisements shall be conform to the provisions of this Law and laws, rules and regulations
on advertisements, and the descriptions of the main properties shall agree with what is in the verification announced.

Article 38 A quarantine certificate shall be attached to the seeds allocated or transported or mailed out of a county.

Chapter VI

Use of Seeds

Article 39 Seed users shall have the right to purchase the seeds of their own free will. No units or individuals may
illegally interfere in such purchases.

Article 40 For the afforestation projects invested by the State or invested mainly by the State and for afforestation by State-owned
forestry units, improved forest tree varieties shall be used in accordance with the plans worked out by the administrative departments
for forestry.

The State provides support and assistance in the wide use of improved forest tree varieties to plant shelter forests and forests
for special use.

Article 41 Where seed users suffer losses due to seed quality problems, the sellers of the seeds shall make compensation, and
the amount of such compensation shall include the amount of money spent on the purchase of the seeds, relevant expenses and losses
of potential profits.

Where the liability rests on the seed producers or other traders, the sellers who have paid the compensation shall have the right
to claim compensation from the producers or other sellers.

Article 42 Where a civil dispute arises over the use of seeds, the parties may have it settled through consultation or mediation.
Where the parties are not willing to do so, or consultation or mediation fails, they may apply to an arbitration institute for arbitration
in accordance with the agreement reached between them. The parties may also directly file a suit to the People’s Court.

Chapter VII

Seed Quality

Article 43 The administrative measures for the quality of seeds in respect of seed production, processing, packaging, inspection
and storage as well as standards of the trade shall be formulated by the administrative departments for agriculture and for forestry
under the State Council.

The administrative departments for agriculture and for forestry shall be in charge of supervision over seed quality.

Article 44 The administrative departments for agriculture and for forestry may entrust seed quality inspection authorities
with the inspection of seed quality.

The authorities for inspection of seed quality shall have the necessary testing facilities and capabilities, and shall be ones that
are regarded as qualified for the job through assessment by the competent departments under the people’s government at or above the
provincial level.

Article 45 Seed quality examination inspection authorities shall be manned with inspectors. Seed inspectors shall meet the
following requirements:

(1) having graduated from the secondary vocational or technical schools related to the profession or having received such education
at a higher level;

(2) having been engaged in the technical work of seed inspection for three years at least; and

(3) having passed the examination conducted by the administrative department for agriculture or for forestry under the people’s government
at or above the provincial level.

Article 46 Production and trading in false and inferior seeds are prohibited.

The following are false seeds:

(1) non-seeds passed off as seeds, and the seeds of one variety passed off as the seeds of another variety; and

(2) the family, variety or origin of seeds is not in agreement with what is stated in the label.

The following are inferior seeds:

(1) the quality is lower than the standards of seeds for use set by the State;

(2) the quality is lower than the index indicated in the label;

(3) the seeds have deteriorated and cannot be used as such;

(4) the proportion of weed seeds exceeds the specified level; and

(5) the seeds carry the harmful organisms under quarantine specified by the State.

Article 47 Where, due to force majeure, it is necessary to use the crop seeds that are lower than the standards of seeds for
use set by the State or by the local authorities, the matter shall be subject to approval by the local people’s government at or
above the county level where the seeds are to be used; where forest tree seeds are concerned, the matter shall be subject to approval
by the people’s government of the province, autonomous region or municipality directly under the Central Government where the seeds
are to be used.

Article 48 Units or individuals engaged in variety selection, in seed production or trade, or in seed management shall observe
the provisions of the laws, rules and regulations on plant quarantine in order to prevent dangerous plant diseases, insect pests,
weeds and other harmful organisms from spreading.

No units or individuals may conduct vaccinal experiments against diseases and insect pests at seed production bases.

Chapter VIII

Import and Export of Seeds and Cooperation with Foreign Countries

Article 49 Any seeds imported or exported shall be subject to inspection and quarantine for the purpose of preventing dangerous
plant diseases, insect pests, weeds and other harmful organisms from spreading into or out of China, and inspection and quarantine
shall be carried out in accordance with the provisions of the laws, rules and regulations on entry or exit plant inspection and quarantine.

Article 50 Legal persons or other organizations engaged in the import or export of commodity seeds shall, in addition to the
seed trading license, obtain the license for the import and export trade of seeds in accordance with the provisions of the laws,
rules and regulations on foreign trade.

The State Council shall fix the limits of authority for examining and approving the introduction of the seeds of crops and forest
trees from abroad, and formulate measures for examination and approval of the import and export of such seeds and administrative
measures for the introduction of transgenic plant varieties.

Article 51 The quality of the commodity seeds imported shall reach the standards of the State or of the trade. Where there
are no such standards to go by, the standards agreed upon in a contract may be applied.

Article 52 Where seeds are imported for producing hybrid seeds for other countries, such imports may be exempt from the restriction
laid down in the provision of the first paragraph of Article 50 of this Law, provided that a contract is signed for the production
of hybrid seeds for foreign countries, the imported seeds are only to be used for the production of hybrid seeds, and the products
are not to be sold at domestic markets.

The crop seeds introduced from abroad for experiment shall be planted in isolation, and no cuttings therefrom may be sold as commodity
seeds.

Article 53 The import and export of false and inferior seeds and of the seeds the import and export of which are prohibited
by State regulations are prohibited.

Article 54 The examination and approval procedures and administrative measures with regard to foreign enterprises, other economic
organizations or individuals that wish to invest in seed production and trading in China shall be formulated by the relevant departments
under the State Council in accordance with the provisions of relevant laws, rules and regulations.

Chapter IX

Administrative Management of Seeds

Article 55 The administrative departments for agriculture and for forestry are the administrative organs for enforcement of
the seed law. When seed law enforcement officials perform their duties in accordance with law, they shall show their administrative
law-enforcement papers.

For enforcing this Law, the administrative departments for agriculture and for forestry may conduct on-the-spot inspection.

Article 56 No administrative departments for agriculture or for forestry or their staff members may take part in or engage
in seed production or trading; no seed production or trading businesses may take part in or engage in administrative management of
seeds. The administrative department for seeds and the seed production and trading businesses shall be separated from each other
in respect of personnel and finance.

Article 57 The administrative departments for agriculture and for forestry unde

THE DECISION OF THE STANDING COMMITTEE OF THE NATIONAL PEOPLE’S CONGRESS ABOUT AMENDING THE AUCTION LAW OF THE PEOPLE’S REPUBLIC OF CHINA

Standing Committee of the National People’s Congress

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

No. 23

The Decision of the Standing Committee of the National People’s Congress about Amending the Auction Law of the People’s Republic of
China was adopted at the 11th session of the Standing Committee of the 10th National People’s Congress of the People’s Republic of
China on August 28th, 2004. It is hereby promulgated and shall come into effect as of the date of promulgation.

Hu Jingtao, President of the People’s Republic of China

August 28th, 2004

The Decision of the Standing Committee of the National People’s Congress about Amending the Auction Law of the People’s Republic of
China

The 11th session of the Standing Committee of the 10th National People’s Congress of the People’s Republic of China decides to amend
the Auction Law of the People’s Republic of China as follows:

Paragraph 3 of Article 5 shall be deleted.

Article 5 (3) shall be deleted.

This Decision shall be implemented as of the date of promulgation.

The Auction Law of the People’s Republic of China shall be re-promulgated after it has been amended in accordance with this Decision.

Standing Committee of the National People’s Congress
2004-08-28

THE DECISION OF THE STANDING COMMITTEE OF THE NATIONAL PEOPLE’S CONGRESS ABOUT AMENDING THE COMPANY LAW OF THE PEOPLE’S REPUBLIC OF CHINA

Standing Committee of the National People’s Congress

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

No. 20

The Decision of the Standing Committee of the National People’s Congress on Amending the Company Law of the People’s Republic of China
was adopted at the 11th session of the Standing Committee of the 10th National People’s Congress of the People’s Republic of China
on August 28th, 2004. It is hereby promulgated and shall be implemented as of the date of promulgation.

Hu Jingtao, President of the People’s Republic of China

August 28th, 2004

The Decision of the Standing Committee of the National People’s Congress about Amending the Company Law of the People’s Republic of
China

The 11th session of the Standing Committee of the 10th National People’s Congress of the People’s Republic of China decides to amend
the Company Law of the People’s Republic of China as follows:

Paragraph 2 of Article 131 shall be deleted.

This Decision shall be implemented as of the date of promulgation.

The Company Law of the People’s Republic of China shall be re-promulgated after it has been amended in accordance with this Decision.

Standing Committee of the National People’s Congress
2004-08-28

THE DECISION OF THE STANDING COMMITTEE OF THE NATIONAL PEOPLE’S CONGRESS ABOUT AMENDING THE FISHERY LAW OF THE PEOPLE’S REPUBLIC OF CHINA

Standing Committee of the National People’s Congress

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

No. 25

The Decision of the Standing Committee of the National People’s Congress about Amending the Fishery Law of the People’s Republic of
China was adopted at the 11th session of the Standing Committee of the 10th National People’s Congress of the People’s Republic of
China on August 28th, 2004. It is hereby promulgated and shall be implemented as of the date of promulgation.

Hu Jingtao, President of the People’s Republic of China

August 28th, 2004

The Decision of the Standing Committee of the National People’s Congress about Amending the Fishery Law of the People’s Republic of
China

The 11th session of the Standing Committee of the 10th National People’s Congress of the People’s Republic of China decides to amend
the Fishery Law of the People’s Republic of China as follows:

Article 16 (1) shall be amended as “The state encourages and supports the breeding, cultivation and popularization of good aquatics.
No new aquatic may be popularized unless it has been examined and approved by the National Committee for Examination and Approval
of Original Breeding and Good Breeding and has been announced by the fishery administrative department of the State Council.”

This Decision shall be implemented as of the date of promulgation.

The Fishery Law of the People’s Republic of China shall be re-promulgated after it has been amended in accordance with this Decision.

Standing Committee of the National People’s Congress
2004-08-28

THE DECISION OF THE STANDING COMMITTEE OF THE NATIONAL PEOPLE’S CONGRESS ABOUT AMENDING THE HIGHWAY LAW OF THE PEOPLE’S REPUBLIC OF CHINA

Standing Committee of the National People’s Congress

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

No. 19

The Decision of the Standing Committee of the National People’s Congress about Amending the Highway Law of the People’s Republic of
China was adopted at the 11th session of the Standing Committee of the 10th National People’s Congress of the People’s Republic of
China on August 28th, 2004. It is hereby promulgated and shall be implemented as of the date of promulgation.

Hu Jingtao, President of the People’s Republic of China

August 28th, 2004

The Decision of the Standing Committee of the National People’s Congress about Amending the Highway Law of the People’s Republic of
China

The 11th session of the Standing Committee of the 10th National People’s Congress of the People’s Republic of China decides to amend
the Highway Law of the People’s Republic of China as follows:

The First Paragraph of Article 50 shall be amended as “The vehicles that exceed the limit of load, height, width or length of roads,
road bridges, road tunnels or auto ferries are not allowed to run on such roads, road bridges or in such road tunnel or use such
auto ferries. If it is actually necessary for a vehicle exceeding the load limit of a road or road bridge, it shall be subject to
approval of the competent transportation department of local people’s government at or above the county level and shall adopt effective
safety measures as required. If the goods carried by the vehicle exceed the prescribed limits and can’t be divided into pieces, the
vehicle should run at the specified time, along a specified route and at a specified speed and shall hang an obvious mark”

This Decision shall be implemented as of the date of promulgation.

The Highway Law of the People’s Republic of China shall be re-promulgated after it has been amended in accordance with this Decision.

Standing Committee of the National People’s Congress
2004-08-28

THE DECISION OF THE STANDING COMMITTEE OF THE NATIONAL PEOPLE’S CONGRESS ABOUT AMENDING THE LAW OF THE PEOPLE’S REPUBLIC OF CHINA ON THE PROTECTION OF WILD ANIMALS

Standing Committee of the National People’s Congress

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

No. 24

The Decision of the Standing Committee of the National People’s Congress about Amending the Law of the People’s Republic of China
on the Protection of Wild Animals was adopted at the 11th session of the standing committee of the 10th National People’s Congress
of the People’s Republic of China on August 28th, 2004. It is hereby promulgated and shall be implemented as of the date of promulgation.

Hu Jingtao, President of the People’s Republic of China

August 28th, 2004

The Decision of the Standing Committee of the National People’s Congress about Amending the Law of the People’s Republic of China
on the Protection of Wild Animals

The 11th session of the Standing Committee of the 10th National People’s Congress of the People’s Republic of China decides to amend
the Law of the People’s Republic of China on the Protection of Wild Animals as follows:

Paragraph 2 of Article 26 shall be amended as “The establishment of a hunting area open for foreigners shall be reported to the administrative
department of wild animals of the State Council for archival purposes.”

This Decision shall be implemented as of the date of promulgation.

The Law of the People’s Republic of China on the Protection of Wild Animals shall be re-promulgated after it has been amended in accordance
with this Decision.

Standing Committee of the National People’s Congress
2004-08-28

COMPANY LAW OF THE PEOPLE’S REPUBLIC OF CHINA (2004 REVISION)

e00241

Standing Committee of the National People’s Congress

Company Law of the People’s Republic of China (2004 Revision)

(Adopted at the Fifth Session of the Standing Committee of the Eighth National People’s Congress on December 29th, 1993. Revised for
the first time by the thirteenth session of the Standing Committee of the Ninth People’s Congress on December 25th, 1999; Revised
for the second time at the 11th Session of the Standing Committee of the 10th National People’s Congress of the People’s Republic
of China on August 28th, 2004)

ContentsChapter I General Provisions

Chapter II Establishment and Organizational Setup of a Limited Liability Company

Section 1 Establishment

Section 2 Organizational Setup

Section 3 Solely State-owned Company

Chapter III Establishment and Organizational Setup of Joint Stock Company Limited

Section 1 Establishment

Section 2 Shareholder’s Meeting

Section 3 Board of Directors, Manager

Section 4 Supervisory Committee

Chapter IV Issue and Transfer of Shares of a Joint Stock Company Limited

Section 1 Issue of Shares

Section 2 Transfer of Shares

Section 3 Listed Company

Chapter V Corporate Bonds

Chapter VI Financial Affairs and Accounting of a Company

Chapter VII Merger and Division of a Company

Chapter VIII Bankruptcy, Dissolution and Liquidation

Chapter IX Branches of Foreign Companies

Chapter X Legal Responsibilities

Chapter XI Supplementary Provisions

Chapter I General Provisions

Article 1

The law is formulated in conformity with the Constitution with a view to establishing a modern enterprise system, standardizing the
organization and operation of companies, protecting the legitimate rights and interests of companies, shareholders and creditors,
maintaining the socialist economic order and promoting the development of the socialist market economy.

Article 2

The term “company” as used in this law refers to a limited liability company or a joint stock company limited set up within the territory
of the People’s Republic of China pursuant to the provisions of this law.

Article 3

A limited liability company and a joint stock company limited are enterprise legal persons.

With respect to a limited liability company, a shareholder bears the responsibility to the company within the limit of the amount
of investment made by the shareholder and the company shall bear the responsibility for its debts with all its assets.

With respect to a joint stock company limited the entire capital is divided into shares of equal amount and the shareholders bear
responsibilities to their company within the scope of the number of shares they hold and the company shall bear responsibilities
for its debts with all its assets.

Article 4

Shareholders of a company, as capital contributor, shall be enpost_titled to enjoy capital gains, make major policy decisions and choose
managers in proportion to share of the investment they make in the company.

A company shall enjoy all legal person property rights formed by the investment by shareholders, enjoy civil rights, and bear the
civil responsibilities pursuant to law.

Ownership of the State-owned property rights in a company belongs to the State.

Article 5

A company shall operate independently with all its assets, and be responsible for its own profits and losses.

Under the macro-economic control and regulation by the State, a company shall have the autonomy in organizing its own production and
operations in accordance with market demand so as to raise its economic efficiency, step up its productivity and preserve and accrete
the value of its assets.

Article 6

A company shall institute an internal management system with a clear division of power and responsibility, a scientific management,
and a combine mechanism of incentives and restrictions.

Article 7

In changing over to a company, a State-owned enterprise shall first of all change its original operational mechanism, gradually and
systematically make an inventory of its own assets, define its own property right, clear its own credits and debts, appraise its
own assets and establish a standard internal organizational setup pursuant to law and administrative regulations concerned.

Article 8

A limited liability company or a joint stock company limited shall be set up pursuant to this law. Only those that can fulfill the
requirements as stipulated in this law can be registered as limited liability companies or joint stock companies limited; those that
cannot fulfill such requirements cannot be registered as a limited liability company or joint stock company limited.

Article 9

A limited liability company established pursuant to this law shall cover the words “limited liability” in its name.

A joint stock company limited established pursuant to this law shall be clearly indicated as a joint stock company limited in its

Article 10

A company shall make the location of its principal place of business as its address.

Article 11

A company established pursuant to this law shall formulate its Articles of Association that have a binding force on the company, its
shareholders, directors, supervisors and managers alike.

The scope of business shall be defined in the Articles of Association and registered pursuant to law. If the scope of business covers
items restricted by law or administrative regulations, it shall be subject to approval pursuant to law.

A company shall perform its business activities within the scope registered. If a company has revised its Articles of Association
in accordance with legal procedures and registered for alteration with the registration authorities, it may change the scope of business.

Article 12

A company may invest in other limited liability companies or joint stock companies limited and bear responsibility to the companies
in which it has invested in proportion to the amount of investment it has made.

Apart from investment companies and holding companies as specified by the State Council, where a company invests in other limited
liability companies or joint stock companies limited, the aggregate amount of the investment shall not exceed 50% of the net assets
of the company, not including the capital gains of the latter put in by the company from its profits gained from the latter.

Article 13

A company may set up branches, which shall not enjoy the status of enterprise legal persons, and the parent company shall be responsible
for civil liabilities of its branches.

A company may set up subsidiaries which shall enjoy the status of enterprise legal persons and be independently responsible for their
own civil liabilities.

Article 14

In conducting business operations, a company shall observe the law, abide by business ethics, promote socialist culture and ethics,
and accept the supervision by the government and the public.

The legitimate rights and interests of a company shall be safeguarded by law against any infringement.

Article 15

A company shall protect the legitimate rights and interests of its staff and workers, strengthen labor protection, and ensure safe
production. A company shall provide its workers with vocational education and in job training in various forms to improve their working
quality.

Article 16

Workers of a company shall organize a trade union according to the law to carry out trade union activities and protect their legitimate
rights and interests. A company shall provide the necessary conditions for activities of its trade union.

A solely State-owned company or a limited liability company established by more than two State-owned enterprises or by more than two
State-owned investment entities shall exercise democratic management pursuant to the provisions of the Constitution and relevant
laws through the general meetings of the staff and workers or otherwise.

Article 17

The grassroots organizations of the Communist Party of China in a company shall carry out their activities pursuant to the Constitution
of the Communist Party of China.

Article 18

This law applies to limited liability companies established with foreign investment except otherwise laws concerning Sino-foreign
joint equity ventures, Sino-foreign joint cooperative ventures and foreign enterprises.

Chapter II Establishment and Organizational Setup of a Limited Liability Company

Section 1 Establishment

Article 19

The establishment of a limited liability company shall be subject to the fulfillment of the following conditions:

The number of shareholders tallies with that prescribed by law;

The investment contributed by shareholders reaches the minimum amount of capital stipulated by law;

Shareholders participate in the formulation of Articles of Association;

The company has a suitable name and its organizational setup accords with that of a limited liability company.

The company has fixed production or operational site(s) and necessary conditions for production or operations.

Article 20

A limited liability company shall be established by capital contributions made up by at least two and not more than 50 shareholders.
Investment entities or departments authorized by the State may set up limited liability companies with sole State investment.

Article 21

Where a State-owned enterprise set up prior to the implementation of this law can satisfy the condition of a limited liability company
under this law, it may be reorganized into a solely State-owned limited liability company in the case of an investment entity with
a single investor, or into a limited liability company as stipulated in the first paragraph of the preceding Article in the case
of an investment entity with many investors.

The steps and specific methods for State-owned enterprises to convert into companies shall be formulated separately by the State Council.

Article 22

The Articles of Association of a limited liability company shall specify clearly:

Name and address of the company;

Scope of business of the company;

Registered capital of the company;

Names of shareholders;

Rights and obligations of shareholders;

Forms and amount of investment made by shareholders;

Conditions for shareholders to transfer their investment;

The organizations of the company and the methods of establishment, their powers and functions and rules of procedures for meetings;

Legal representative of the company;

10.

Grounds for dissolution of the company and liquidation methods; and

11.

Other matters deemed necessary by shareholders.Shareholders shall sign and seal the Articles of Association of the company.

Article 23

The registered capital is the total amount of investment paid in by all the shareholders registered with the registration department.

The amount of registered capital shall not be less than the amount specified below:

with respect to a company mainly engaging in production operations, RMB500,000;

with respect to a company mainly engaging in wholesales, RMB500,000;

with respect to a company mainly engaging in retail sales, RMB300,000;

with respect to a company engaging in technology development, consulting and services, RMB100,000.

If the minimum amount of registered capital of a limited liability company of a given trade shall be higher than those stipulated
in the preceding paragraph, it shall be determined separately by law or administrative regulations.

Article 24

Shareholders may make their investment in cash, in kind, in industrial property rights, in non-patented technology or land use rights,
which must be correctly assessed and verified in value terms without any over or under-valuation.

The assessment of land use rights in value shall be made pursuant to law or administrative regulations.

The amount of industrial property rights or non-patented technology in value shall not exceed 20 percent of the total value of the
registered capital of a limited liability company, except otherwise provided for by the State for the use of high and new technology.

Article 25

Shareholders shall pay in full their subscribed capital contributions as specified in the Articles of Association. In cases of making
investment in cash, the contribution in cash shall be deposited in full into a temporal account opened by the proposed limited liability
company in a bank. In cases of using investment in kind, industrial property rights, non-patented technology or land use rights,
the procedures for transfer of the property rights shall be completed pursuant to law.

Shareholders who fail to pay in the subscribed amount of investment as stipulated in the preceding paragraph shall be liable to breach
of a contract.

Article 26

After all the shareholders have paid in their investment, the investment shall be verified by a legal investment verification institution
and a certificate shall be produced by the institution.

Article 27

After all the investment paid in by shareholders is verified, a representative designated or an agent commonly commissioned by all
the shareholders shall apply for registration of establishment of the company with the registration department with an application
form for registration, the Articles of Association, investment verification documents and other documents of the company.

If an examination and approval procedure is required by law or administrative regulations, the document of approval shall be submitted
when the applications for establishment and registration are filed.

The company registration department shall grant registration if all the requirements stipulated by this law are fulfilled and issue
business licenses but if the requirements stipulated by this law are not fulfilled, the registration shall be refused.

The date of issue of the company business license shall be the date of establishment of the limited liability company.

Article 28

After the establishment of a limited liability company, if the actual value of the investment in kind, industrial property rights,
non-patented technology or land use rights are found to be apparently lower than the values set for in the Articles of Association
of the company, the shortage shall be made good by the shareholder(s) concerned with the other shareholder bearing joint responsibility.

Article 29

Where a limited liability company sets up branches at the time of its establishment, it shall apply for registration to obtain business
licenses for the branches.

Where a limited liability company sets up a branch or branches after its establishment, the legal representative of the company shall
apply for registration of the branch of branches to obtain business license(s).

Article 30

After the establishment, a limited liability company shall issue certificates of investment to shareholders. A certificate of investment
shall specify clearly:

Name of the company;

Date of registration of the company;

Registered capital of the company;

Names of shareholder, amount of investment paid in and the date of payment; and

Serial number and date of issue of the certificates of investment. Certificates of investment shall be affixed with the seal of the
company.

Article 31

A limited liability company shall keep a list of its shareholders with the following specified items:

Names or both names and address of shareholders;

Amount of investments paid in by the shareholders;

Serial number of the certificates of investment.

Article 32

Shareholders of a company shall have the right to review the minutes of meetings of shareholders and the financial and accounting
statements of their company.

Article 33

Shareholder shall get dividends in proportion to the amount of investment they have made. Where a company wants to increase its capital,
its shareholders have the priority of subscription.

Article 34

Shareholders are prohibited to withdraw their investment after the registration of the company.

Article 35

Shareholders may transfer to each other all or part of their investment.

With respect to transferring the investment to other people other than other shareholders of the company, a shareholder must get the
consent of the simple majority of the shareholders.

Shareholders who disapprove of the transfer shall buy the shares of investment to be transferred. If they fail to buy the shares,
it shall be regarded as approval of the transfer.

With respect to the investment shares having been approved to be transferred, other shareholders shall have the priority for the purchase
under the same conditions.

Article 36

After a shareholder has transferred its investment pursuant to law, the company shall record the name(s) and address(es) of the transferee(s)
and the amount of investment transferred in the list of shareholders.

Section 2 Organizational Setup

Article 37

The meeting of shareholders of a limited liability company shall be made up of all shareholders. The meeting of shareholders shall
be the authoritative organization of the company and exercises its powers pursuant to this law.

Article 38

The meeting of shareholders shall exercise the following powers:

To decide upon the operation policies and investment plans of the company.

To elect and replace directors and decide on matters relating to remuneration to directors.

To elect and replace the supervisors who are the representatives of shareholders and decide on the payment to supervisors.

To examine and approve the reports by the board of directors.

To examine and approve the reports by the supervisory committee or individual supervisors.

To examine and approve the annual financial and budget plan and financial accounting plan of the company.

To examine and approve the plans for company’s profit distribution and losses recovery.

To pass resolutions on the increase or decrease of registered capital.

To pass resolutions on the issue of bonds.

10.

To pass resolutions on the transfer of investment by shareholders to people other than shareholders.

11.

To pass resolutions on issues as merger, division, change in corporate form, dissolution and liquidation and other affairs of the
company.

12.

To revise the Articles of Association of the company.

Article 39

Methods of discussion and voting procedures of the meeting of shareholders shall be stipulated in the Articles of Association except
otherwise stipulated by this law.

The resolution on the increase or decrease of registered capital, division, merger, dissolution or change of corporate form of the
company must be agreed by shareholders representing two-thirds of the voting rights.

Article 40

A company may revise its Articles of Association.

The resolution on the revision of the Articles of Association must be agreed by shareholders representing over two-thirds of the voting
rights.

Article 41

In a meeting of shareholders, the voting rights shall be exercised in proportion to the amount of investment made by shareholders.

Article 42

The first meeting of the shareholders shall be convened and presided over by the shareholder whose capital contribution is the largest.

Such shareholder shall exercise its rights pursuant to the provisions of this law.

Article 43

Meetings of shareholders shall be of regular meetings and irregular meetings.

Regular meetings shall be called pursuant to the provisions of the Articles of Association of the company. Irregular meetings may
be called upon the motion by shareholders who represent over one-fourth of the voting rights or by over one-third of the directors
or supervisors.

Where a limited liability company has a board of directors, the meeting of shareholders shall be called by the board of directors
and presided over by the chairman of the board of directors. If the chairman of the board of directors is unable to perform the duty
due to special reasons, the meetings shall be presided over by a vice-chairman of the board of directors or a director designated
by the chairman of the board of directors.

Article 44

Where a meeting of shareholders is to be held, notice shall be given to all the shareholders 15 days before the meeting is held.

The meeting of shareholders shall keep minutes on matters discussed and to be signed by shareholders present.

Article 45

The board of directors of a limited liability company shall be made up of 3 to 13 persons.

With respect to a board of directors established by at least two State-owned enterprises or by at least two State-owned investment
entities, members of its board of directors shall include representatives of workers, who are to be elected by the workers through
democratic processes.

A board of directors shall have a chairman and may have one to two vice-chairmen. The method of election of the chairman and vice-chairmen
of the board of directors shall be stipulated in the Articles of Association of the company.

The chairman of the board of directors is the legal representative of the company.

Article 46

The board of directors shall be responsible to the meeting of shareholders and exercises the following powers:

To convene meetings of shareholders and report work to the meetings of shareholders.

To execute the resolutions passed by the meetings of shareholders.

To decide on the operation and investment plans.

To formulate the company’s annual financial budget and final accounts.

To formulate the profit distribution and losses recovery plans.

To formulate plans for increasing or decreasing registered capital of the company.

To draft plans for merger, division, change of corporate form and dissolution of the company.

To decide on the organizational setup of the company.

To appoint or dismiss manager (general manager) of the company (hereinafter referred to as “manager”), appoint or dismiss deputy managers
and financial officers of the company in accordance with the recommendation by the manager and decide on their remuneration.

10.

To formulate the basic management systems of the company.

Article 47

The term of office for the chairman of the board of directors shall be stipulated in the Articles of Association, in case that each
term of the office shall not be longer than three years. The chairman of the board of directors may be re-elected upon the expiration
of the term to serve another term.

Before the term of office of a director expires, the meeting of shareholders may not dismiss him (her) from his (her) posts without
justifiable reasons.

Article 48

The meetings of the board of directors shall be convened and presided over by the chairman of the board of directors. If the chairman
of the board of directors is unable to perform his (her) duty due to special reasons, a vice-chairman of the board of directors or
a director designated by the chairman of the board of directors shall convene and preside over the meetings. A meeting of the board
of directors may be called upon the motion by at least one-third of the directors.

Article 49

The method of discussion and the procedures of voting at the meeting of the board of directors shall be stipulated in the Articles
of Association except otherwise stipulated in this law.

As regarding a meeting of the board of directors, a notice shall be given to the directors concerned 10 days before the meeting is
held.

The board of directors shall keep minutes of meetings made on the matters discussed and being signed by the directors present.

Article 50

A limited liability company shall have a manager, subject to appointment or dismissal by the board of directors. The manager shall
be responsible to the board of directors and exercise the following powers:

To be in charge of the company’s production operations and management of the company and organize the implementation of the decisions
of the board of directors.

Implementation of the annual operation and investment plans of the company.

To formulate the internal organizational setup plan.

To formulate the basic management system of the company.

To formulate specific rules and regulations of the company.

To propose the appointment or dismissal of deputy managers and financial officers of the company.

To appoint or dismiss management officers other than those required to be appointed or dismissed by the board of directors.

Other powers conferred by the Articles of Association and the board of directors. The manager shall attend the meeting of the board
of directors as a non-voting member.

Article 51

Where a limited liability company with a small number of shareholders and a small scale of operation, it may have one sole executive
director instead of the board of directors. The executive director may concurrently serve as the manager of the company.

The powers and functions of the managing director shall be defined in the Articles of Association pursuant to the provisions of Article
46 of this law.

Where a limited liability company has no board of directors, the managing director shall be the legal representative.

Article 52

A limited liability company with a relatively large scale of operation shall have a supervisory committee made up of not less than
three members and a convenor elected among the members.

The supervisory committee shall include representatives of shareholders and a certain proportion of workers’ representatives. The
specific proportion shall be specified in the Articles of Association.

The workers’ representatives to the supervisory committee shall be elected by workers through democratic process.

A limited liability company with a relatively small number of shareholders and of a small operation scale may have one to two supervisors.

Director, manager and financial officer of a company shall not concurrently serve as supervisors.

Article 53

The term of office of a supervisor is three years, upon the expiration of the term, a supervisor may be reappointed and serve another
term.

Article 54

The supervisory committee or individual supervisors of a company exercise the following powers:

To check up on the financial affairs of the company;

To supervise the law and regulation violating acts or the Articles of Association of directors and manager in performing their duties;

To request directors or manager to remedy their acts whenever such acts harm the interests of the company;

To propose the convening of an interim shareholders’ meeting; and

To exercise other powers as stipulated in the Articles of Association. Supervisors shall attend the meeting of the board of directors
as non-voting members.

Article 55

Whenever considering and deciding on wages, welfares, production safety of the staff and workers and labor protection and labor insurance
and other issues concerning the personal interests of the staff and workers, opinions of the trade union and the workers of the company
shall first of all be solicited and representatives of the trade union or workers shall be invited as observers to meetings concerned.

Article 56

Opinions and suggestions of the trade union and workers of the company shall also be solicited when considering and deciding on major
issues concerning the operation of the company and when major rules and regulation are formulated for the company.

Article 57

The following persons may not serve as the director, supervisor or manager of a company:

persons without or with restricted civil capacity;

persons who have committed the offences of corruption, bribery, infringement of property, misappropriation of property or sabotaging
the social economic order, and have been sentenced to criminal penalties, where less than five years have elapsed since the date
of completion of the sentence; or persons who have been deprived of their political rights due to criminal offense, where less than
five years have elapsed since the date of the completion of this deprivation;

persons who are former directors, factory directors of managers of a company or enterprise which has become bankrupt and been liquidated
as a result of mismanagement and are personally liable of bankruptcy of such company or enterprise, where less than three years have
elapsed since the date of completion of the bankruptcy and liquidation of the company or enterprise.

persons who were legal representatives of a company or enterprise which had its business licence revoked due to a violation of the
law and who are personally liable, where less than three years have been elapsed since the date of the revocation of the business
licence;

persons who have a relatively large amount of debts due and outstanding.

The election or appointment for directors, supervisors or manager of a company shall become invalid if not in conformity with the
preceding provisions.

Article 58

Civil servants of the State are not allowed to serve as directors, supervisors or managers of companies.

Article 59

Directors, supervisors and manager of a company shall abide by the Articles of Association, perform their duties faithfully, and safeguard
the interests of the company. They are not allowed to exploit their positions and powers in the company for personal gains.

Directors, supervisors or manager of a company are not allowed to exploit their position to accept bribes or other illegal income
or wrongfully take over the company property.

Article 60

Directors or manager of a company are not allowed to misappropriate the funds of the company or loan such funds to others.

Directors or manager of a company are not allowed to deposit the assets of the company in their own or other personal bank accounts.

Directors or manager of a company shall not provide assets of the company as guarantee for the debts owed by shareholders of the company
or by others.

Arti

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