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PROVISIONS ON THE ESTABLISHMENT OF INVESTMENT COMPANIES WITH FOREIGN INVESTMENT

Ministry of Commerce

Decree of the Ministry of Commerce of the People’s Republic of China

No.2

Provisions on the Establishment of Investment Companies with Foreign Investment, which were revised and adopted at the 2nd executive
meeting of the Ministry of Commerce of the People’s Republic of China on February 12, 2004, are hereby promulgated, and shall come
into force after 30 days as of the date of promulgation.

Lv Fuyuan, Minister of the Ministry of Commerce

February 13, 2004

Provisions on the Establishment of Investment Companies with Foreign Investment

Article 1

With a view to promoting the foreign investors to make investment in China, introducing foreign advanced technology and management
experiences, the People’s Republic of China permits foreign investors to establish investment companies in China according to the
laws, regulations and the provision of China on foreign investment and the provisions.

Article 2

A investment company mentioned in the provisions means a foreign-funded enterprise engaging in direct investment, which is established
by a foreign investor in China either in the form of a solely foreign-owned enterprise or a joint venture with a Chinese investor.
The export procurement center shall be a limited liability company.

Article 3

To establish an investment company, the following requirements shall be satisfied:

(1)

1. The foreign investor shall have good credit standing, and necessary economic strength for establishing the investment company.
The total assets of the investor shall be no less than U.S.D400, 000,000 in the year before the application. And the investor shall
have established a foreign-funded enterprise within the territory of China, the amount of actual contribution to the registered capital
of which shall be no less than U.S.D 10, 000,000, and which shall have more than three projects which are intended to be invested,
or; 2. The foreign investor shall have good credit standing, and necessary economic strength for establishing the investment company.
The investor shall have established more than 10 foreign-funded enterprises, the amount of actual contribution to the registered
capital of which shall be no less than U.S.D30, 000,000;

(2)

The Chinese investor in a joint venture foreign-funded investment company shall have good credit standing, and necessary economic
strength for establishing the investment company. The total assets of the investor shall be no less than RMB100, 000,000 Yuan in
the year before the application.

(3)

The registered capital of the investment company shall be no less than U.S.D 30, 000,000.

The foreign investor applying for establishing an investment company shall be a foreign company, enterprise or economical organization.
If there are more than 2 investors, at least one of the investors who take major proportion of the stock right shall meet the provisions
of Subparagraph 1, Paragraph 1 of this Article.

Article 4

The foreign investor meeting the requirements provided in Subparagraph 1, Paragraph 1, Article 3 of the provisions may invest to
establish an investment company in the name of the constituent company exclusively owned by him.

Article 5

If a foreign investor applying for establishing an investment company meets the requirements provided in Subparagraph 1, Paragraph
1, Article 3 of the provisions, the investor shall submit a letter of guaranty to the approving authority, guaranteeing the contribution
to the registered capital and the transfer of the technology owned by him or the company related to him when the investment company
established by him invests within the territory of China.

For those establishing the investment companies in the name of the constituent company exclusively owned by them, the parent company
shall submit a letter of guaranty to the approving authority, guaranteeing that the constituent company shall complete the contribution
to the registered capital of the investment company, and guaranteeing the contribution to the registered capital and the transfer
of the technology owned by the parent company or its branch companies when the investment company is established within the territory
of China.

Article 6

The investor applying for establishing a investment company shall submit the following documents to the competent authority of commerce
of the province, autonomous region, municipality directly under the Central Government, or city directly under state planning where
the investment company is located. After having been consented to upon preliminary examination, the documents shall submit to the
Ministry of Commerce for examination and approval.

(1)

Letter of project suggestion on establishing a investment company in the form of joint venture, the feasibility study report, the
contract, the articles of association signed by all the investors;

When establishing an investment company exclusively owned by a foreign investor, the letter of project suggestion, the application
form of the foreign enterprise, the feasibility study report, the articles of association signed by the foreign investor;

(2)

Proof document of qualifications, registration document (photocopy), and legal representative (duplicated) of all the investors

(3)

The approval certificate (duplicated), the business license (duplicated) and the report of assets examination issued by a Chinese
registered accountant (duplicated) of the enterprises having been funded by the foreign investor;

(4)

The statements of assets and liabilities of all the investors in the last 3 years which have been audited according to the laws;

(5)

The letter of guaranty which shall be submitted according to Article 5 of the provisions;

(6)

Other documents required by the Ministry of Commerce.

Except having been marked as the duplicated copies, the documents above-mentioned shall uniformly be formal documents.

If the documents are signed by non-legal persons, the authorizing letter signed by the legal person of the investor shall be presented.

If the investor authorizes the intermediary organization to make the application, the authorizing letter signed by the legal person
of the investor shall be presented.

Article 7

The foreign investor shall make contribution to the registered capital of the investment company in freely convertible currency, or
the profit in the form of RMB it earned in the territory of China, or the lawful incomes in the form of RMB which is from the activities
such as assignment of the share or liquidation. The Chinese investor may make investment in RMB. The foreign investor who makes contribution
to the registered capital in the lawful incomes in the form of RMB shall submit the relevant verifying documents and tax voucher.
The contribution shall be completely paid in 2 years as of the date the business license is issued.

Article 8

The investment company shall keep at least U.S.D30, 000,000 in its registered capital used for making investment to the foreign-funded
enterprise newly established by it, or making investment to the amount of contribution of the foreign-funded enterprise (having completed
the assignment of share according to the law) that haven’t completely paid by its parent company or the relevant companies, or making
contribution to the increased part of the registered capital, or making investment to the establishment of organizations such as
the scientific research and development centre, or purchasing the stock right of the company shareholders in the territory of China(
Don’t include the stock right formed by the contribution that has been paid by the parent company of the investment company or its
relevant companies).

Article 9

If the registered capital of the investment company is no less than U.S.D30, 000,000, the amount of loan shall not exceed 4 times
of the registered capital that has been paid. If the registered capital of the investment company is no less than U.S.D100, 000,000,
the amount of loan shall not exceed 6 times of the registered capital that has been paid. If the required loan exceeds the above-mentioned
provisions because of business need, the investment company shall report to the Ministry of Commerce for approval.

Article 10

After being established by the approval of the Ministry of Commerce, the investment company may engage in the following business according
to the actual need when engaging in operational activities in China:

(1)

Making investment in the fields the State permits the foreign investors to invest in;

(2)

Providing the following services to the funded enterprise under the written authorization (adopted unanimously by the board of directors)
of the enterprise:

i.

Giving assistance to or acting as procurator of the funded enterprise to purchase machine equipments, office equipments used by itself
and the raw material, component, machine replacement parts needed for production from home and abroad, and sell the products produced
by the funded enterprise at home and abroad, and provide services after selling;

ii.

Balancing the foreign exchange between the funded enterprises under the approval and supervision of the foreign exchange control departments;

iii.

Providing services such as technological support, staff training, personal administration inside the enterprise in the process of
production, sales, market development;

iv.

Giving assistance to the funded enterprise for seeking loan or providing bond for it;

(3)

Establishing scientific development centre or department within the territory of China, engaging in the research and development of
new products and new technique, transferring the achievements of research and development, and providing the corresponding technological
services;

(4)

Providing consulting service for the investors, and providing consulting service such as market information, investment policies related
to its investment for the relevant companies;

(5)

Carrying on the outsourcing business of its parent company and relevant company.

Article 11

The enterprise funded by the investment enterprise mentioned in the provisions means the enterprise meeting the following requirements:

(1)

The enterprise directly invested by the investment company, or jointly invested by the investment company and other foreign investors
and (or) Chinese investors. The proportion of the foreign investor’s investment exclusively by himself or jointly with other investors
discount to the investment company shall be no less than 25 percent of the investment company’s registered capital;

(2)

The proportion of the foreign investor’s investment exclusively by himself or jointly with other investors discount to the investment
company shall be no less than 25 percent of the investment company’s registered capital, after the investment company partly or completely
purchasing the stock right of the enterprises having been established in the territory of China invested by its investor or the relevant
companies of its investor, other investors and the investors in the territory of China;

(3)

The amount of investment of the investment company shall be no less than 10 percent of the registered capital of the enterprise funded
by the investment company.

Article 12

The investment company may provide financial support to the enterprise invested by it after being approved by China Banking Regulatory
Commission.

Article 13

The investment company may sponsor to establish an foreign-funded limited-liability company or hold the legal person shares of other
foreign-funded limited-liability companies that haven’t been listed for circulation. The investment company may also hold the legal
person shares of other limited-liability companies in the territory of China that haven’t been listed for circulation. The investment
company shall be treated as the foreign sponsor or shareholder of the limited-liability company.

Article 14

If the established investment company operates according to the laws, has no record of violating the laws, pays the registered capital
on schedule according to the provisions of the articles of association, the registered capital actually paid by the investors being
no less than U.S.D30, 000,000 and having been used according to the provisions of Article 8 , it may engage in the following business
according to the actual need when engaging in operational activities in China after being consented to by the competent authority
of commerce of the province, autonomous region, municipality directly under the Central Government, or city directly under state
planning where the investment company is established upon preliminary examination, making application to the Ministry of Commerce
and being approved by it:

(1)

Conducting the following business under the written authorization (adopted unanimously by the board of directors) of the enterprise
invested by it:

i.

Selling the products produced by the funded enterprise by the way of distribution in the markets both at home and abroad;

ii.

Providing comprehensive services such as transportation and storage of goods for the enterprise funded by it.

(2)

Exporting the commodities within the territory of China by the way of agency, distribution, or establishing export procurement organization
(including internal organizations), and completing the drawback of duties paid for export according to the relevant provisions;

(3)

Purchasing the products produced by the funded enterprise and selling them both at home and abroad after systematically integrating
them, if the products of the funded enterprise cannot meet the need of systematically integrating, permitting it to purchase the
auxiliary products for systematical integration from home and abroad, but the value of the purchased products shall not exceed 50
percent of the total value of the products needed to be systematically integrated;

(4)

Providing relevant technological training for the internal distributors and agents of the products of the enterprise funded by it,
and the domestic companies and enterprises which have signed agreement on transfer of technology with the investment company, its
parent company or its relevant companies;

(5)

Before the funded enterprise going into operation or new products of the funded enterprise putting into production, permitting the
investment company to import the products related to products produced by the funded enterprise from the parent company and conducting
trial marketing at home;

(6)

Providing operational leasing services of machine and office equipments for the funded enterprise, or establishing an operational
leasing company according to the laws;

(7)

Providing services after selling for the products produced by the parent company.

(8)

Participating in overseas contracted projects of the Chinese enterprises that have the right to operate overseas contracted projects.

Article 15

The investment companies importing products according to Paragraph 3 and Paragraph 5 of Article 14 shall go through the formalities
according to the relevant provisions of the state. The funds used for import as mentioned above accumulated every year shall not
exceed the amount of the registered capital having been paid by the company.

Article 16

The investment company applying for operating the business of Article 14 of the provisions shall submit the following documents to
the Ministry of Commerce:

(1)

The application signed by the legal person of the investment company;

(2)

The agreement of the board of directors of the investment company;

(3)

The revised articles of association of the investment company;

(4)

The approval certificate (duplicated), the business license (duplicated) and the report of assets examination issued by a Chinese
registered accountant (duplicated) of the investment company;

(5)

The report of assets examination of the funded enterprises issued by a Chinese registered accountant;

(6)

Other documents required by the Ministry of Commerce.

Article 17

The period of operation of the investment company shall be verified based on the nature of the project it intends to establish according
to the provisions of the State on the duration of the foreign-funded enterprises.

Article 18

The investment company investing to establish an enterprise shall report for examination and approval according to the competence
and procedure for examination and approval of the foreign-funded enterprise.

Article 19

When an investment company invests to establish an enterprise, the proportion of the foreign investor’s investment exclusively by
himself or jointly with other investors discount to the investment company shall be no less than 25 percent of the investment company’s
registered capital. The enterprise invested by it shall enjoin the treatment of foreign-funded enterprise, and be issued with the
approval certificate and business license of the foreign funded enterprise.

Article 20

The establishment of branch offices by the investment companies shall report to the Ministry of Commerce for examination and approval.
The investment company applying to establish a branch company shall meet the following requirements:

(1)

The registered capital of the investment company having been paid on schedule according to the provisions of the contract and articles
of association, and the amount having been paid shall be no less than U.S.D30, 000,000; or the investment company has invested to
establish or own more than 10 foreign funded enterprises;

(2)

The locality where the branch company is to be located shall be the areas where the investment or sales of products of the investment
company are centralized.

Article 21

The investment company meeting the requirements may apply for being identified as the regional headquarter of a multinational corporation
(hereinafter referred to as the regional headquarter), and complete the procedure of change.

(1)

The investment company applying for being identified as the regional headquarter shall meet the following requirements:

i.

The registered capital having been paid is no less than U.S.D100, 000,000, or; the registered capital having been paid is no less
than U.S.D50, 000,000, the total amount of the assets in the year before the application shall be no less than RMB3, 000,000,000,
and the total amount of the profit shall be no less than RMB100, 000,000(accounted by merging the relevant provisions of the statements);

ii.

Meeting the provisions of Article 8 of the provisions;

iii.

Having established more than 2 science research and development organizations (among them at least an organization shall be the entity
of legal person)

(2)

The investment company having been identified as the regional headquarter may engage in the following business according to the actual
need when engaging in operational activities in China:

i.

The business provided in Article 10 ,Article 14 of the provisions;

ii.

Importing and selling the products of the multinational corporation at home;

iii.

Importing raw and auxiliary materials, parts and fittings of machines which are needed when providing maintenance services for the
products of the funded enterprises and the multinational corporation;

iv.

Carrying on the outsourcing business of the enterprises both at home and abroad;

v.

Engaging in goods delivery service according to the relevant provisions;

vi.

Establishing financial company and offering relevant financial services to the investment companies and the enterprises invested by
them after being approved by China Banking Regulatory Commission;

vii.

After being approved by the Ministry of Commerce, engaging in overseas contracted projects business and overseas investment, and establishing
leasing company for seeking funds and offering the relevant services;

viii.

Other business having been approved.

(3)

Procedure for examination and approval:

i.

The investment company makes application to the competent authority of commerce of the province, autonomous region, municipality directly
under the Central Government, or city directly under state planning for preliminary examination, then report to the Ministry of Commerce;

ii.

The Ministry of Commerce shall make examination and reply in 30 days since having received all the documents for application, and
issue the changed Approval Certificate of the Foreign-funded Enterprise (adding to mark “the Regional Headquarter”) to those being
identified as the regional headquarters;

iii.

The investment company shall apply for going trough the registration for the change.

(4)

Documents for application

i.

The application signed by the legal person of the investment company;

ii.

The agreement of the board of directors of the investment company and its multinational corporation;

iii.

The revised articles of association or contract of the investment company;

iv.

The approval certificate (duplicated), the business license (duplicated) and the report of assets examination issued by a Chinese
registered accountant (duplicated) of the investment company;

v.

The approval certificates (duplicated) and business license (duplicated) of the funded enterprises;

vi.

The report of assets examination of the funded enterprises issued by a Chinese registered accountant;

vii.

The major financial statement audited by a Chinese registered accountant;

viii.

Other documents required by the Ministry of Commerce.

Except having been marked as the duplicated copies, the above-mentioned documents shall uniformly be formal documents.

The “multinational corporation” mentioned in this Article means the parent company of the corporation group to which the foreign investor
who establishes the investment company belongs.

Article 22

The investing activities of the investment company within the territory of China shall not be limited for the registered place of
the company.

Article 23

The taxation of the investment companies shall be taxed according to the relevant laws and regulations of China.

Article 24

The investment company shall conscientiously execute the project investment plan, and report the information of investment and operation
of the first year to the Ministry of Commerce for archival purpose according to the provided content and form in the first three
months of the next year. The above-mentioned material shall be regarded as one of the necessary materials for the investment company
to report when conducting the united annual examination.

Article 25

The investment company and the enterprises invested by it shall be independent legal persons or entities. The business intercourse
between them shall be treated as the business intercourse of the independent enterprises.

Article 26

The investment company and the enterprises invested by it shall obey the laws, regulations and provisions of China, and shall not
adopt any means to escape the management and tax payment.

Article 27

The investment company shall not directly engage in the production activities.

Article 28

The investors from Hong Kong Special Administrative Region, Macao Special Administrative Region, and Taiwan Region investing to establish
the investment company in mainland of China shall meet the provisions.

Article 29

The Ministry of Commerce shall be responsible for the interpretation of the provisions.

Article 30

The Provisions shall take effect after 30 days as of the date of promulgation.



 
Ministry of Commerce
2004-02-13

 







NOTICE OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE ON RELEVANT ISSUES CONCERNING THE REGULATION OF FOREIGN EXCHANGE CONTROL OVER NON-RESIDENT INDIVIDUALS

State Administration of Taxation

Notice of the State Administration of Foreign Exchange on Relevant Issues Concerning the Regulation of Foreign Exchange Control over
Non-resident Individuals

HuiFa [2004] No. 6

February 16, 2004

The branches and departments of foreign exchange administration of the State Administration of Foreign Exchange (SAFE) of the provinces,
autonomous regions, and municipalities directly under the Central Government, the branches of Shenzhen, Dalian, Qingdao, Xiamen and
Ningbo; and the designated foreign exchange banks:

With the increase of activities of China with foreign countries, the scale of the foreign exchange business of non-resident individuals
has also been increasing. In order to regulate the acts of non-resident individuals of foreign exchange collection and payment, foreign
exchange settlement, and foreign exchange purchase, the relevant issues concerning the foreign exchange administration of non-resident
individuals are notified as follows in accordance with the Regulation of the People’s Republic of China on Foreign Exchange Administration
and other relevant provisions on foreign exchange administration:

1.

The term “non-resident individuals” refers to foreign natural persons (including stateless persons), Hong Kong, Macao, and Taiwan
compatriots, and the Chinese natural persons who hold Chinese passports but who have already obtained the right of permanent residence
overseas.

2.

Non-resident individuals shall follow the present Notice and other relevant provisions when handling foreign exchange collection and
payment, foreign exchange transfer, foreign exchange settlement, foreign exchange purchase, and the opening of foreign exchange account
in China.

Banks shall follow the present Notice and other relevant provisions when handling the business of non-resident individuals of foreign
exchange collection and payment, foreign exchange transfer, foreign exchange settlement, foreign exchange purchase, and the opening
of foreign exchange account.

3.

Regulation on the inflow of foreign exchange of non-resident individuals

1)

With respect to the foreign exchange remitted or foreign exchange cash carried by non-resident individuals into China from overseas,
the non-resident individuals may hold the sums by themselves or deposit them with the bank, draw foreign exchange cash or make foreign
exchange settlement.

2)

Where non-resident individuals open foreign exchange accounts with the banks within China, they shall abide by the principle of using
true name when opening bank account.

Where a non-resident individual opens a foreign exchange remittance account with foreign exchange capital instruments or bank notices
remitted from overseas, he/she shall open the account with the original of his/her true identity certificate (including foreign passport,
and the original certificate of overseas permanent residence, etc., hereinafter referred to as the true identity certificate).

Where a non-resident individual opens the foreign exchange cash account by taking with him/her foreign exchange cash, and the amount
deposited per day per person is less than 5,000 US dollars or the equivalent (including 5,000 US dollars or the equivalent, hereinafter
the same), he/she shall open the account on the strength of his/her true identity certificate; where the amount deposited per day
per person is more than 5,000 US dollars or the equivalent, the individual shall open the account on the strength of his/her true
identity certificate, the original declaration form for carrying foreign exchange cash into China of that individual (hereinafter
referred to as the declaration form), or the original bank form for withdrawal of foreign exchange cash of the original bank. The
bank shall indicate the amount and the time of deposit and the name of the deposit bank on the originals of the declaration form
and the bank form for withdrawal of foreign exchange cash, and shall return those originals to the non-resident individual.

A non-resident individual shall open a spot exchange account for the foreign exchange capital remitted from overseas, and shall open
a foreign exchange cash account for the foreign exchange cash carried into China from overseas.

3)

Where a non-resident individual collects foreign exchange remitted from overseas or draws foreign exchange cash from his/her foreign
exchange account in China, he/she shall handle the transaction with the bank on the strength of his/her true identity certificate.
Where the amount deposited per day per person is more than 10,000 US dollars or the equivalent, the individual shall, apart from
providing his/her true identity certificate, faithfully fill in the Form of Foreign Exchange Income and Expenditure of Non-resident
Individuals (see the attachment, hereinafter the same). The bank shall carefully check the contents filled in by the non-resident
individual against the materials supplied by that individual.

4)

When handling foreign exchange settlement, a non-resident individual shall faithfully explain to the bank the usage of the foreign
exchange to be settled, and fill in the Form of Foreign Exchange Income and Expenditure of Non-resident Individuals. The bank shall
carefully check the contents filled in by the non-resident individual against the materials supplied by that individual.

Where a non-resident individual settles foreign exchange in his/her foreign exchange account, and if the amount settled per day per
person is less than 10,000 US dollars or the equivalent, he/she shall handle the transaction directly at the bank; if the accumulated
settled amount per person per month exceeds 50,000 US dollars or the equivalent, the individual shall file an application with the
local foreign exchange administration, and handle the transaction at the bank after the foreign exchange administration examines
and confirms that the usage is in compliance with the provisions (such usages shall include trade settlement, purchase of real properties,
as well as durable goods such as automobiles for personal use, etc.). With respect to direct settlement of foreign exchange remitted
from overseas, the individual shall, apart from handling pursuant to the abovementioned provisions, provide his/her true identity
certificate to the bank or the foreign exchange administration.

Where a non-resident individual settles the foreign exchange cash he/she holds, and the amount to be settled per person each time
is less than 5,000 US dollars or the equivalent, he/she shall handle the transaction on the strength of his/her true identity certificate;
where the amount settled per person each time is more than 5,000 US dollars or the equivalent, he/she shall handle the transaction
on the strength of his/her true identity certificate, the original declaration form, or the original bank form for withdrawal of
foreign exchange cash of the original bank. The bank shall indicate on the original declaration form and the original bank form for
withdrawal of foreign exchange cash the amount settled, the time of settlement, and the bank of settlement, and shall return those
originals to the non-resident individual.

4.

Where a non-resident individual makes transfer of foreign exchange capital in China, he/she shall faithfully explain to the bank the
usage of the capital transferred, and fill in the Form of Foreign Exchange Income and Expenditure of Non-resident Individuals. The
bank shall, on the basis of careful check of the contents filled in by the non-resident individual against the materials supplied
by the non-resident individual, handle the capital transfer only between the foreign exchange accounts of the same nature of that
individual.

5.

Regulation of the administration on the outflow of foreign exchange from non-resident individuals

1)

Where a non-resident individual needs to remit to overseas the deposit in his/her foreign exchange remittance account and foreign
exchange cash account, he/she shall handle the transaction directly at the bank, and fill in the Form of Foreign Exchange Income
and Expenditure of Non-resident Individuals. The bank shall carefully check the contents filled in by the non-resident individual
against the materials supplied by that individual.

2)

Where a non-resident individual needs to remit to overseas the foreign exchange cash he/she holds, and the amount remitted is less
than 5,000 US dollars or the equivalent, he/she shall handle the transaction at the bank on the strength of his/her true identity
certificate; where the amount remitted is more than 5,000 US dollars or the equivalent, he/she shall handle the transaction on the
strength of his/her true identity certificate and the declaration form. The bank shall indicate on the original declaration form
of the non-resident individual the amount remitted out, the date of remittance, and the name of the remitting bank, and shall return
the original to the non-resident individual.

3)

Where a non-resident individual purchases foreign exchange for remitting out his/her legitimate income in RMB, or converts into foreign
exchange the RMB remained upon his/her exit of China, he/she may follow the existing provisions on the transaction.

6.

A non-resident individual may entrust others to handle the abovementioned transactions for him/her within China. Where any other person
is entrusted, the written certificate of entrustment, the original identity certificate of the person entrusted and the photocopy
thereof, and the various certifications as prescribed in the above provisions shall be provided.

7.

When handling foreign exchange business of non-resident individuals, the bank shall distinguish such business from that of resident
individuals, and shall make notations for distinction.

8.

After finishing the foreign exchange business of non-resident individuals, the foreign exchange administration or bank shall keep
for five years for reference the photocopies of the identity certificates of the non-resident individual and the person entrusted
thereby, the photocopy of the bank form for foreign currency withdrawal, and the Form of Foreign Exchange Income and Expenditure
of Non-resident Individuals, as well as the photocopies of other certifications.

9.

Where non-resident individuals carry foreign exchange cash out of China, the relevant provisions in the Interim Measures for the Administration
of Carrying of Foreign Exchange Cash into and out of China shall be strictly abided by.

10.

The foreign exchange income and expenditure occurring under the capital account for trading of B shares etc of non-resident individuals
shall be governed by the existing relevant provisions of the SAFE.

11.

Where collections and payments involving foreign elements are transacted through banks within China, international balance statistics
reports shall be made in accordance with the relevant provisions of the Measures for International Balance Statistics Report, and
the Notice of the State Administration of Foreign Exchange on the Relevant Issues concerning the Strengthening of Statistics Monitoring
of B Shares and other Cross-border Capital Flows (No.72 [2001] of SAFE).

12.

When handling the foreign exchange business of non-resident individuals, the banks shall report the relevant transaction information
in accordance with the relevant provisions in the Measures for the Administration of Report of Large-amount and Doubtful Transactions
of Foreign Exchange Capital by Financial Institutions.

13.

The banks shall handle the foreign exchange business of non-resident individuals in accordance with the present Notice, and subject
themselves to the supervision and inspection of foreign exchange administrations.

14.

The local foreign exchange administrations shall, in accordance with the provisions hereof and in conjunction with the relevant financial
regulatory departments, strengthen the supervision and inspection of the foreign exchange business of non-resident individuals. The
foreign exchange administrations may punish any party that violates the provisions hereof in accordance with the Regulation of the
People’s Republic of China on Foreign Exchange Administration and other relevant provisions.

15.

The present Notice shall come into force as of March 1st, 2004. Where any previous relevant provisions conflict with the provisions
hereof, the latter shall prevail.

The branches of SAFE shall, after receiving this Notice, transmit it to the sub-branches, foreign-funded banks, and urban commercial
banks under their respective jurisdictions as soon as possible. The Chinese-funded designated foreign exchange banks shall transmit
it to their branches as soon as possible. In case of any problem encountered in the implementation, please feedback it to SAFE in
good time.

Attachment: Form of Foreign Exchange Income and Expenditure of Non-resident Individuals (omitted)



 
State Administration of Taxation
2004-02-16

 







AGREEMENT ON THE PROMOTION AND PROTECTION OF INVESTMENTS BETWEEN THE GOVERNMENT OF THE PEOPLE’S REPUBLIC OF CHINA AND THE GOVERNMENT OF THE REPUBLIC OF BENIN

AGREEMENT ON THE PROMOTION AND PROTECTION OF INVESTMENTS BETWEEN THE GOVERNMENT OF THE PEOPLE’S REPUBLIC OF CHINA AND THE GOVERNMENT
OF THE REPUBLIC OF BENIN

The Government of the People’s Republic of China and the Government of the Republic of Benin (hereinafter referred to as the Contracting
Parties),

Desiring to create favorable conditions for investment by investors of one Contracting Party in the territory of the other Contracting
Party;

Recognizing that the reciprocal encouragement, promotion and protection of such investment on the basis of equality and mutual benefits
will be conducive to stimulating business initiative of the investors and will increase prosperity in both States;

Convinced that the promotion and protection of these investments would succeed in stimulating transfers of capital and technology
between the two States in the interest of their economic development;

Aware that each Contracting Party is enpost_titled to stipulate the laws on the establishment and administration of the investment in its
territory;

Have agreed as follows:

Article 1

DEFINITIONS

For the purpose of this Agreement,

1,

The term “investment” means every kind of asset invested by investors of one Contracting Party in accordance with the laws and regulations
of the other Contracting Party in the territory of the latter, and in particularly, though not exclusively, includes:

(a)

movable and immovable property and other property right such as mortgages, pledges, liens, usufructs and similar rights;

(b)

shares, debentures, stock and any other kind of participation in companies;

(c)

claims to money or to any other performance having an economic value associated with an investment;

(d)

intellectual and industrial property rights, in particular, copyrights, patents, trade-marks, trade-names, technical process, know-how
and good-will;

(e)

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

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

2,

The term “investor” means,

(a)

natural person who, in accordance with the laws of the people’s Republic of China or of the Republic of Benin, has nationality of
the People’s Republic of China or of the Republic of Benin respectively;

(b)

legal entity, including company, association, partnership and other organizations, incorporated or constituted under the laws and
regulations of the People’s Republic of China or of the Republic of Benin and having its registered office in the territory of the
People’s Republic of China and the Republic of Benin respectively.

3,

The term “return” means the amounts yielded from investments, including profits, dividends, interests, capital gains, royalties,
fees and other legitimate income.

4,

The term “territory” means the territory of each Contracting Party as well as the maritime zones adjacent to the external demarcation
of the territorial sea, in which each of Contracting Parties, in accordance with international law, exercise sovereign rights and/or
jurisdiction.

Article 2

PROMOTION AND PROTECTION OF INVESTMENT

1,

Each Contracting Party shall endeavor to promote investments made by investors of the other Contracting Party in its territory and,
shall admit and protect such investments in accordance with its laws and regulations.

2,

Investments of the investors of either Contracting Party shall enjoy the full and complete protection and safety in the territory
of the other Contracting Party.

3,

Investments of investors of each Contracting Party shall all the time be accorded fair and equitable treatment in the territory of
the other Contracting Party.

4,

Without prejudice to its laws and regulations, neither Contracting party shall take any unreasonable or discriminatory measures against
the management, maintenance, use, enjoyment and disposal of the investments by the investors of the other Contracting Party.

5,

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

Article 3

NATIONAL TREATMENT AND MOST-FAVORED-NATION TREATMENT

1,

Without prejudice to its laws and regulations, each Contracting Party shall accord to investments and activities associated with
such investments by the investors of the other Contracting Party treatment not less favorable than that accorded to the investments
and associated activities by its own investors.

2,

Neither Contracting Party shall subject investments and activities associated with such investments by the investors of the other
Contracting Party to treatment less favorable than that accorded to the investments and associated activities by the investors of
any third State.

3,

The provisions of Paragraph 2 of this Article shall not be construed so as to oblige one Contracting Party to extend to the investors
of the other Contracting Party the benefit of any treatment, preference or privilege by virtue of :

(a)

any customs union, free trade zone, economic union and any international agreement resulting in such unions, or similar institutions;

(b)

any international agreement or arrangement relating to taxation;

(c)

any arrangements for facilitating small scale frontier trade in border areas.

Article 4

EXPROPRIATION

1,

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

(a)

for the public interests;

(b)

under domestic legal procedure;

(c)

without discrimination;

(d)

against compensation.

2,

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

Article 5

COMPENSATION FOR DAMAGES AND LOSSES

Investors of one Contracting Party whose investments in the territory of the other Contracting Party suffer losses owing to war or
other armed conflicts a state of national emergency, insurrection, riot, revolt or other similar events occurring in the territory
of the latter Contracting Party, shall be accorded by the said Contracting Party treatment, as regards restitution, indemnification,
compensation and other settlements no less favorable than that accorded to the investors of its own or any third State, whichever
is more favorable to the investor concerned.

Article 6

TRANSFERS

1,

Each Contracting Party shall, subject to its laws and regulations, guarantee to the investors of the other Contracting Party the
transfer of their investments and returns held in its territory, including:

(a)

profits, dividends, interests and other legitimate income;

(b)

proceeds obtained from the total or partial sale or liquidation of investments;

(c)

payments pursuant to a loan agreement in connection with investments;

(d)

royalties or fees in relation to intellectual and industrial property rights referred to in Paragraph 1 (d) of Article 1 ;

(e)

payments of technical assistance or technical service fee, management fee;

(f)

payments in connection with contracting projects;

(g)

earnings of nationals of the other Contracting Party who work in connection with an investment in its territory.

2,

Nothing in Paragraph 1 of this Article shall affect the free transfer of compensation paid under Article 4 and 5 of this Agreement.

3,

The transfer mentioned above shall be made in a freely convertible currency and at the prevailing market rate of exchange applicable
within the Contracting Party accepting the investments and on the date of transfer.

4,

In the absence of a market for foreign exchange, the rate to be used shall be the most recent exchange rate for the conversions of
currencies into Special Drawing Rights.

Article 7

SUBROGATION

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

(a)

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

(b)

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

Article 8

SETTLEMENT OF DISPUTES BETWEEN CONTRACTING PARTIES

1,

Any dispute between the Contracting Parties concerning the interpretation or application of this Agreement shall, as far as possible,
be settled with consultation through diplomatic channel.

2,

If such a dispute cannot thus be settled within six (6) months subsequent to the beginning of the consultation, it shall, upon the
request of either Contracting Party, be submitted to an ad hoc arbitral tribunal.

3,

Such tribunal comprises of three arbitrators. Within three (3) months of the receipt of the written notice requesting arbitration,
each Contracting Party shall appoint one arbitrator. Those two arbitrators shall, within further two (2) months, together select
a national of a third State having diplomatic relations with both Contracting Parties as Chairman of the arbitral tribunal.

4,

If the arbitral tribunal has not been constituted within five (5) months from the receipt of the written notice requesting arbitration,
either Contracting Party may, in the absence of any other agreement, invite the President of the International Court of Justice to
make any necessary appointments. If the president is a national of either Contracting Party or is otherwise prevented from discharging
the said functions, the Member of the International Court of Justice next in seniority who is not a national of either Contracting
Party or is not otherwise prevented from discharging the said functions shall be invited to make such necessary appointments.

5,

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

6,

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

7,

Each Contracting Party shall bear the costs of its appointed arbitrator and of its representation in arbitral proceedings. The relevant
costs of the Chairman as well as any other cost of the tribunal shall be borne in equal parts by the Contracting Parties.

Article 9

SETTLEMENT OF DISPUTES BETWEEN INVESTORS AND ONE CONTRCTING PARTY

1,

Any dispute between an investor of one Contracting Party and the other Contracting Party in connection with an investment in the
territory of the other Contracting Party shall, as far as possible, be settled amicably through consultations between the parties
to the dispute.

2,

If the dispute cannot be settled through consultations within six (6) months from the date it has been raised by either party to
the dispute, it shall be submitted by the choice of the investor, either to the competent court of the State where the investment
was made, or to international arbitration.

3,

In case of international arbitration, the dispute shall be submitted, at the option of the investor, to:

(a)

International Center for Settlement of Investment Disputes (ICSID) under the Convention on the Settlement of Disputes between States
and Nationals of Other States, done at Washington on March 18, 1965; or

(b)

An ad hoc arbitral tribunal established under the Arbitration Rules of the United Nations Commission on International Trade Law (UNCITRAL);

Provided that the Contracting Party involved in the dispute may require the investor concerned to go through the domestic administrative
review procedures specified by the laws and regulations of that Contracting Party before the submission to international arbitration.

4,

Once the investor has submitted the dispute to the competent court of the State where the investment was made, to the ICSID, or to
the ad hoc arbitral tribunal referred to in Paragraph 2 and 3 of this Article, the choice of one of the three procedures shall be
final.

5,

The arbitral tribunal shall make arbitral award based on:

(a)

provisions of this Agreement;

(b)

laws of the State where the investment was made including its rules on the conflict of laws;

(c)

the principles of international law accepted by both Contracting Parties;

(d)

specific bilateral agreements on investment between the Contracting Parties;

(e)

other international treaties on investment to which both Contracting Parties are or may become parties.

6,

The arbitral award shall be final and binding upon both parties to the dispute. Both Contracting Parties shall commit themselves
to the enforcement of the award.

Article 10

OTHER OBLIGATIONS

1,

If the legislation of either Contracting Party or international obligations existing at present or established hereafter between
the Contracting Parties result in a position entitling investments by investors of the other Contracting Party to a treatment more
favorable than is provided for by the Agreement, such position shall not be affected by this Agreement.

2,

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

Article 11

APPLICATION

This Agreement shall apply to investment made prior to or after its entry into force by investors of one Contracting Party in the
territory of the other Contracting Party in accordance with the laws and regulations of the Contracting Party concerned, but not
apply to the dispute arose before its entry into force.

Article 12

CONSULTATIONS

1,

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

(a)

reviewing the implementation of this Agreement;

(b)

exchanging information and investment opportunities;

(c)

resolving disputes arising out of investments;

(d)

forwarding proposals on promotion of investment;

(e)

studying other issues in connection with investment.

2,

Where either Contracting Party requests consultation on any matter of Paragraph 1 of this Article, the other Contracting Party shall
give prompt response through diplomatic channel and the consultation be held alternatively in Beijing and Cotonou.

Article 13

ENTRY INTO FORCE, DURATION AND TERMINATION

1,

This Agreement shall enter into force on the thirtieth (30) day following the date on which both Contracting Parties have notified
each other in writing that their respective internal legal procedures necessary therefor have been fulfilled.

2,

This Agreement shall remain in force for a period of ten (10) years and shall thereafter remain in force for the same term until
either Contracting Party notifies the other in writing to terminate it six (6) months before the expiration of such a period.

3,

With respect to investments made prior to the date of termination of this Agreement, the provisions of this Agreement shall continue
to be effective for a further period of ten (10) years from such date of termination.

Article 14

AMENDMENT

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

IN WITNESS WHEREOF the undersigned, duly authorized thereto by respective Governments, have signed this Agreement.

Done in duplicate in Beijing on February 18,2004, in the Chinese, French and English languages, all texts being equally authentic.

For the Government of￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿For the Government of

The People’s Republic of China￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿￿The Republic of Benin



 
The Government of the People’s Republic of China
2004-02-18

 







CIRCULAR OF STATE ADMINISTRATION OF FOREIGN EXCHANGE ON ISSUES CONCERNING IMPROVING ANNUAL INSPECTION OF FOREIGN EXCHANGE OF FOREIGN-FUNDED ENTERPRISES

State Administration of Foreign Exchange

Circular of State Administration of Foreign Exchange on Issues concerning Improving Annual Inspection of Foreign Exchange of Foreign-funded
Enterprises

No.7 [2004] of the State Administration of Foreign Exchange

February 18th, 2004

The branches and departments of foreign exchange administration of State Administration of Exchange Administration of all provinces,
autonomous regions and municipalities directly under the Central Government and branches of Shenzhen, Dalian, Qingdao, Xiamen and
Ningbo:

Annual inspection of foreign exchange of foreign-funded enterprises in 2004 is to be carried out. For the purpose of regulating practices
of accounting firms in the annual inspection of foreign exchange, increasing the participation rate of foreign-funded enterprises
in annual inspection of foreign exchange and supervising from all aspects the overall situation of foreign exchange receipts and
payments of foreign-funded enterprises in China. We hereby make the following notice on relevant issues concerned:

1.

In accordance with related provisions of Circular of Ministry of Finance and State Administration of Foreign Exchange on Strengthening
Auditing Work of Foreign Exchange of Foreign-funded Enterprises(No.607 (1998) of the Ministry of Finance) and Circular of State Administration
of Foreign Exchange and Ministry of Finance on Adjusting Foreign Exchange Content Form of Annual Inspection of Foreign Exchange of
Foreign-funded Enterprises (No.124 (2002) of the State Administration of Foreign Exchange), all the branches and departments of foreign
exchange administration shall require accounting firms to fill in Foreign Exchange Receipts and Payments Form and issue it with reports
when they are issuing auditing reports. Meanwhile, whether the examined enterprise has complied with provisions of foreign exchange
administration with respect to foreign exchange receipts and payments shall be specified by characters in auditing reports thereof,
and the accounting firms issuing auditing reports shall not assign that examination work to other accounting firms.

2.

The branches and departments of foreign exchange administration shall require accounting firms to fill in BAL B/F and C/F in full
in the Foreign Exchange Receipts and Payments Form issued thereby in and after 2004.

3.

After the annual inspection of foreign exchange winds up, where the branches and department of foreign exchange administration discovers
that any accounting firm fail to issue Foreign Exchange Receipts and Payments Form or that the quality of more than 10% of the Form
is obviously questionable, the lists of such accounting firms shall be submitted to the State Administration of Foreign Exchange
with Work Reports of Annual Inspection of Foreign Exchange. The State Administration of Foreign Exchange shall deal with it in conjunction
with the Ministry of Finance.

4.

The branches and departments of foreign exchange administration shall strengthen their work contact and communication with local Institute
of Certified Public Accountants, conduct together with them business training of Certified Public Accountants with respect to annual
inspection of foreign exchange, and notify the local Institute of Certified Public Accountants of the updates of foreign exchange
administration policies in a timely manner through internet, distribution of documents and other channels of information transmission.

5.

Work Reports of Annual Inspection of Foreign Exchange submitted by all branches and departments of foreign exchange administration
after the annual inspection winds up shall be prepared pursuant to the basic contents and formats of Reports of Annual Inspection
of Foreign Exchange of Foreign-funded Enterprises in China in 2003, shall be added the analysis of flows of all items in Foreign
Exchange Receipts and Payments Form, and shall contain corresponding content focusing on supervision and analysis with respect to
the foreign exchange receipts and payments status of foreign-funded industries which exert considerable influence over the local
national economy.

6.

Where foreign-funded enterprises have not participated in the joint inspection for two consecutive years, the foreign exchange registry
certificate thereof shall be invalidated, and the branches and departments of foreign exchange administration issuing the certificates
shall cancel the foreign exchange registration thereof, notify them of withdrawing foreign exchange registration certificate of foreign-funded
enterprises, make a public notice of the List of Enterprises whose Foreign Exchange Registration Is Cancelled on one of the local
major newspapers and copy that list to foreign exchange designated banks where they are located. Without the approval of foreign
exchange administration, foreign-funded enterprises whose foreign exchange registration is cancelled shall not go through receipts
and payments of foreign exchange in foreign exchange appointed banks.

7.

Participation rate in annual inspection of foreign exchanges shall be determined by the two indexes, namely the number of enterprises
participating in annual inspection of foreign exchange and the number of enterprises participating in joint inspection in their respective
jurisdiction. Participation rate in annual inspection of foreign exchanges is the major index in assessing the work efficacy of the
branches and departments of foreign exchange administration in annual inspection of foreign exchanges in 2004. After the annual inspection
of foreign exchange winds up, branches and departments of foreign exchange administration, in case that the participation rate is
15% lower than the national average participation rate shall be criticized by the State Administration of Foreign Exchange.

8.

The branches and departments of foreign exchange administration shall attach great importance to the supervision of receipts and payments
of foreign exchange of foreign-funded enterprises formed by transfer of cross border assets, and supervise and urge such local state-owned
enterprises as mobile communications corporation which have transformed into foreign-funded enterprises and certain privately-run
enterprises to participate in annual inspection of foreign exchange on schedule.

9.

The branches and departments of foreign exchange administration, when they discovers in the annual inspection in 2004 that there exist
significant abnormal problems in receipts and payments of foreign exchange in foreign-funded enterprises, shall report to the Capital
Items Administration Department of the State Administration of Foreign Exchange in time.

This is hereby notified.



 
State Administration of Foreign Exchange
2004-02-18

 







RULES FOR TAXATION ADMINISTRATIVE REVIEW (INTERIM)

State Administration of Taxation

Decree of the State Administration of Taxation of the People’s Republic of China

NO.8

Rules on Taxation Administrative Review (interim) , deliberated and adopted at the first executive meeting of the State Administration
of Taxation on January 17th, 2004, are hereby promulgated and shall be put in force as of May 1st, 2004.

Xie Xuren, Director of the State Administration of Taxation

February 24th, 2004

Rules for Taxation Administrative Review (interim)

Chapter I General Provisions

Article 1

With a view to preventing and rectifying the violations of laws or specific improper administrative actions of the tax authorities,
protecting the legal rights and interests of taxpayers and other interested parties, and ensuring and supervising the tax authorities
to lawfully exercise their mandate the current Rules are formulated in accordance with the Law of the People’s Republic of China
on Administrative Review, the Law of the People’s Republic of China on the Administration of Tax Collection and other relevant regulations.

Article 2

Taxpayers and other interested parties who believe their legal rights and interests have been infringed by a specific administrative
action of a tax authority, may apply for review to the taxation administrative review authority in accordance with legal procedures.
The Rules are applicable to taxation administrative review authorities in accepting the application for review and in making decisions
on administrative review.

Article 3

The tax administrative review authority referred to in the Rules (hereinafter referred to as the review authority) are those tax authorities
that lawfully investigate and make administrative review decisions on specific administrative actions after receiving applications
for review.

Article 4

Agencies of the review authorities in charge of taxation legal affairs (hereinafter referred to as legal affairs agencies) shall shoulder
the specific responsibility of administrative review and perform the following duties:

(1)

Accepting the application for administrative review;

(2)

Investigating and searching for evidence from relevant organizations and persons, consulting documents and materials;

(3)

Examining whether a specific administrative action under a review application is lawful and proper and drafting an administrative
review decision.

(4)

Handling or transferring examination applications listed in Article 9 of the Rules;

(5)

In accordance with the prescribed jurisdiction and procedures, putting forward proposals for handling actions violating the Administrative
Review Law and the Rules;

(6)

Handling matters for responding to administrative lawsuits lodged because of objections to administrative review decisions;

(7)

Examining and supervising the administrative review work of tax authorities at lower levels;

(8)

Handling compensation issues as result of the administrative review cases;

(9)

Collecting statistics, making reports and keeping files for administrative review, lawsuits and compensation cases.

Tax authorities at all levels shall establish sound legal affairs agencies and assign fulltime clerks in charge of administrative
review and corresponding lawsuits to ensure smooth progress of the work.

Article 5

In performing the administrative review duties, the review authorities shall fortify the awareness of responsibility and service,
establish the concept of rule-based administration, follow the principles of legitimacy, impartiality, transparency, timeliness and
convenience for the people, adhere to correcting errors if any, cleave to laws, and ensure the correct implementation of the laws
and regulations.

Article 6

If taxpayers and other parties concerned disagree to tax administrative review decisions, they may bring administrative lawsuits to
the people’s courts in accordance with the Law on Administrative Procedures.

Article 7

Expenses incurred in administrative review and litigation in the tax authorities at all levels shall be covered by administrative
budget.

Chapter II Scope of Taxation-related Administrative Review

Article 8

The review authorities shall accept applications for administrative review as a result of objections to any of the following specific
administrative actions:

(1)

Tax collection by the tax authorities, including specific administrative actions such as confirming the taxable entities, taxable
items, scope of taxation, tax reduction, exemption and refund, applicable tax rate, tax base, intermediate links of taxation, time
limit for tax payment and tax collection methods as well as tax collection, imposing fines on tax owed, actions of withholding agents,
and tax collection by agents entrusted by tax authorities.

(2)

Measures taken by the tax authorities to guarantee the tax revenue:

(a)

Written notification to banks or other financial institutions to temporarily freeze an account;

(b)

Seizing or detaining commodities, goods or other property.

(3)

Failure to timely withdraw tax revenue guarantee measures by the tax authorities which results in infringement of the legal rights
and interests of taxpayers;

(4)

Mandatory enforcement measures taken by the tax authorities:

(a)

Written notifications to banks or other financial organizations to withhold tax payments from deposits of the concerned parties;

(b)

Selling or auctioning the seized or detained commodities, goods or other properties.

(5)

Administrative penalty imposed by the tax authorities:

(a)

fines;

(b)

confiscation of properties and illegal income;

(c)

depriving the right of getting export tax refund.

(6)

The actions of the tax authorities in refusing to lawfully handle a matter or to give a reply:

(a)

Refusing to approve tax reductions and exemptions or export tax refund;

(b)

Refusing to credit the tax;

(c)

Refusing to rebate tax;

(d)

Refusing to issue tax registration certificate or sell invoices;

(e)

Refusing to issue tax payment vouchers and receipts;

(f)

Refusing to identify the normal value-added tax payers;

(g)

Refusing to approve deferred tax declaration, and deferred tax payment.

(7)

The actions of the tax authorities in disqualifying the general VAT payers;

(8)

The actions of the tax authorities in capturing and stopping selling invoices;

(9)

The actions of the tax authorities in ordering the taxpayers to present tax payment guarantees or not to lawfully confirm the validity
of their tax payment guarantees.

(10)

The actions of the tax authorities in refusing to lawfully grant awards to tax evasion reporters.

(11)

Decision of the tax authorities of notifying the border exit department to prevent exit of border.

(12)

Other specific administrative actions of the tax authorities.

Article 9

Any taxpayers or other parties concerned believing that the following basis for the specific administrative actions of the tax authorities
are illegal may apply to the review authorities for examining these basis when applying for the administrative review of the specific
administrative actions:

(1)

The rules of the State Administration of Taxation and other departments of the State Council:

(2)

The rules of the tax authorities at other levels;

(3)

The rules of the local people’s governments;

(4)

The rules of departments of the local people’s governments.

The provisions mentioned in the preceding Paragraph exclude regulations and rules.

Chapter III Jurisdiction of the Taxation Administrative Review

Article 10

Objections against specific administrative actions of tax authorities at any level shall be referred to the tax authorities at a higher
level for administrative review.

The objections against the specific administrative actions of the local tax bureaus at provinces, autonomous regions and municipalities
directly under the central government may be taken to the State Administration of Taxation or the people’s governments of provinces,
autonomous regions and municipalities directly under the central government for review.

Article 11

The objections against the specific administrative actions of the State Administration of Taxation shall be taken to the State Administration
of Taxation for administrative review. In case of disagreement to the review decision, the applicants may lodge an administration
lawsuit to the people’s court or may apply to the State Council for arbitration. The ruling of the State Council is final.

Article 12

Those who have any objections against the specific administrative actions of tax authorities or organizations other than those prescribed
in Articles 10 and 11 of the Rules shall apply for administrative review in accordance with the following rules:

(1)

Those who have any objections against the specific administrative actions of municipalities separately listed in the state budgetary
planning shall apply for administrative review to the provincial tax bureaus.

(2)

Those who have objections against the specific administrative actions of tax offices or inspection departments of tax bureaus at any
level shall apply for administrative review to their supervising tax authorities.

(3)

Those who have objections against the withholding actions of withholding agents shall apply for administrative review to the tax authorities
at a higher level than the competent tax authorities in charge of the withholding agent. As for objections against the tax collection
actions of agencies entrusted by the tax authorities, the application for review shall be brought to the tax authorities at a higher
level than the authorization tax authority.

(4)

For tax-related cases jointly investigated by the state tax bureau,(including inspection department and tax office) and local tax
bureau (including inspection bureau and tax office) , tax authority and other administrative departments, all departments involved
shall, in accordance with their respective jurisdiction, take specific administrative actions respectively rather than jointly after
consulting other parties.

For objections against the specific administrative actions jointly made by the state tax bureau (including inspection bureau and tax
office) and local tax bureau (including inspection bureau and tax office) , the application for review shall be made to the State
Administration of Taxation. For objections against the specific administrative actions made jointly by the tax authority and other
administrative departments, the application for review shall be submitted to their common supervising administrative authority at
a higher level.

(5)

For objections against the specific administrative actions of a dissolved tax department made before it was dissolved, the application
for the review shall be submitted to the tax authority at a higher level than the former tax authority.

For any one of the circumstances described in(2) ,(3) ,(4) and(5) , the applicants may apply for review to the local county people’s
government where the specific administrative action occurs. The county people’s governments accepting the application shall be responsible
for transferring the application according to laws and regulations.

Chapter IV Application for Tax Administrative Review

Article 13

Applicants may put forward the application for administrative review within 60 days after being notified of the specific administrative
action of the tax authorities. Where the legal time limit is delayed due to justifiable reasons such as force majeure or obstacles
set by the respondents, the application time limit shall start from the date of the elimination of the obstacles.

Article 14

Where the taxpayers, withholding agents and sureties of tax payment object to the actions listed in Item 1 and Subparagraph 1,2,3
in Item 6 of Article 8 of the Rules, they shall apply for administrative review first. Should disagreement to the decision of the
administrative review occur, they might then appeal to the people’s court.

Where applicants apply for administrative review according to the preceding provisions, they shall first pay taxes and overdue fines
or provide relevant guarantees in line with the tax amount and time limit confirmed by tax authorities in accordance with laws and
regulations, after the confirmation of which by the tax authorities, they may apply for administrative review within 60 days starting
from the date of confirmation.

The means of guarantee provided by applicants include surety, mortgage and pledge. The tax authorities taking the specific administrative
action shall examine the qualification and credit of the surety, and have the right to refuse those without legal qualifications
or ensuring capacity. The tax authorities taking the specific administrative action shall examine the mortgage and pledge provided
and shall refuse to confirm those falling short of legal conditions.

Article 15

Where the applicants object to other specific administrative actions than the actions listed in Item 1 and Subparagraph 1, 2, 3 in
item 6 of Article 8 of the Rules, they may apply for administrative review or directly appeal to the people’s court.

Article 16

Applicants may make applications either in written form or orally. In case of oral application, the review authorities shall record
on spot the basic information about the applicants, their request for administrative review, and the key facts, arguments and time
of the review application.

Article 17

Taxpayers or other parties concerned requesting for administrative review are the applicants of the tax administrative review, specifically
refer to the taxpayers, withholding agents, tax guarantee providers and other persons concerned.

Where the citizens having the right to apply for administrative review are dead, their families or close relatives may apply for administrative
review. Where the citizens having right to apply for administrative review lose behavioral ability or are disabled, their legal representatives
may apply for the administrative review on their behalf.

Where the legal persons or other organizations having right to apply for administrative review are merged, split or terminated, the
legal persons or other organizations inheriting their right may apply for the administrative review.

Other citizens, legal persons or organizations having a stake in the specific administrative action under review may participate in
the administrative review as third party.

A third party who is not the target of a specific administrative action but whose right has been directly deprived of, restricted
or who is compelled to obligations by such specific administrative action, may apply for administrative review personally if the
direct target does not make the application.

Applicants and third parties may entrust agents to take part in the administrative review on their behalf, while the respondents shall
not entrust any agents to participate in the administrative review on their behalf.

Article 18

Where taxpayers or other parties concerned apply for administrative review on the specific administrative action of the tax authorities,
the tax authorities taking the action shall be the respondents.

Article 19

An applicant shall not institute an administrative lawsuit to the people’s court within the legal time limit for administrative review,
should his application to the review authority for administrative review have been submitted and accepted. Should an applicant have
lodge an administrative lawsuit to the people’s court, which has accepted the case, the applicant shall not apply for administrative
review.

Chapter V Acceptance of Tax Administrative Review

Article 20

After receiving the application for administrative review, the review authority shall examine it within 5 days and make a decision
on whether to accept it. The review authority shall refuse those applications inconsistent with the Rules and notify the applicants
in written form.

Applications for administrative review shall be refused in the following circumstances:(1) applications for cases outside the scope
of administrative review;(2) applications submitted after the legal time limit;(3) applications without specific respondent and objects
of administrative review;(4) applications having been submitted to other review authorities for administrative review and been accepted;(5)
applications whose applicants have brought the cases to the people’s court, which has accepted the case;(6) applications whose applicants
have disputes on tax with the tax authorities, and have not pay tax and late fee or have provided no guarantees or invalid guarantee;(7)
applications whose applicants do not meet the qualifications for application.

For those qualified applications that are not under the jurisdiction of a review authority, the review authority shall inform the
applicants of the right review authorities they should turn to.

Should the review authority do not examine the application and make a decision on refusing it within time limit prescribed above after
receiving the application for administrative review, the application shall be considered as being accepted.

Article 21

For those qualified review applications, the date when the legal affairs sections of the review authorities receive them shall be
the date of acceptance. The review authorities shall notify the applicants of the acceptance of the application in written form.

Article 22

For the specific administrative actions that shall be first applied to the review authorities for administrative review and then be
brought to the people’s court if the applications are rejected, or no replies are given when the legal time limit for the review
expires, the taxpayers or other parties concerned may lawfully bring the cases to the people’s court within 15 days after receiving
the rejection letters or after the expiration of the administrative review deadline, if the review authorities refuse to accept the
applications or fail to reply within the review time limit.

In case of extension of review time limit according to Article 43 of the Rules, the date of the expiration of the review time limit
shall be the date after the extension.

Article 23

Where the taxpayers and other parties concerned lawfully apply for review, but the review authorities refuse to accept without justifiable
reasons, the tax authorities at higher level shall order the review authorities to accept the applications if the applicants do not
appeal to the people’s court. If necessary, the tax authorities at higher level may directly accept the applications.

Article 24

During the term of the review, the specific administrative action shall not cease unless one of the following circumstances exists:

(1)

The respondent believes it necessary to cease;

(2)

The review authority believes it necessary to cease;

(3)

The applicant applies for ceasing implementation and the review authority believes the request is reasonable and determines to cease
the implementation;

(4)

It shall cease according to laws and regulations.

Article 25

The administrative review shall be suspended in any of the following circumstances:

(1)

The applicant dies and it is necessary to wait for the inheritor to make clear whether or not to participate in the administrative
review;

(2)

The applicant has lost the capability to engage in litigation and his legal representative has not been designated yet;

(3)

The administrative institution, the legal person or any other organization as one of the parties has terminated, and the party to
inherit its rights and obligations has not been determined yet;

(4)

The review authority can not investigate for a while because of force majeure;

(5)

The basis for the specific administrative action is being processed according to Article 39 and 40 of the Rules;

(6)

The adjudication of the case pending is dependent on the results of the trial of another case that has not yet been concluded;

(7)

The respondent is performing certain duties as the applicant applied for;

(8)

Other circumstances that warrant the suspension of the administrative review.

The suspension of the administrative review shall be notified to parties concerned in written form. The administrative review shall
resume after the causes of the suspension have been eliminated.

Article 26

The administrative review shall be terminated in any of the following circumstances:

(1)

The applicant withdraws the application for administrative review according to Article 38 of the Rules;

(2)

After accepting of the application, the review authority finds that other review authority or the people’s court has accepted the
case prior to it;

(3)

The applicant dies without an inheritor, or the inheritor waives the right to apply for administrative review;

(4)

After the termination of a legal person or other organization, the applicant of the administrative review, its inheritor waives the
right to apply for administrative review; If 60 days after the suspension of an administrative review due to circumstances 1 and
2 of Article 25 , nobody applies to resume, the administrative review shall be terminated unless sound reasons are presented;

(5)

The review authority finds out that the requirements for accepting applications are not met after accepting the application for administrative
review.

The termination of the administrative review shall be notified to relevant parties in writing.

Chapter VI Evidence

Article 27

Evidence shall be classified as follows:

(1)

documentary evidence;

(2)

material evidence;

(3)

video and audio material;

(4)

testimonies of witnesses;

(5)

statements of the parties concerned;

(6)

appraisal conclusions; and

(7)

written record of spot inspection or investigation, and written record at the locale.

Article 28

In the administrative review, the respondent shall have the burden of proof for the specific administrative action it has undertaken.

Article 29

The review authority shall take facts supported by evidence as the basis for the review of the cases.

Article 30

The review authority shall examine the validity of the evidence from the following aspects based on the specific circumstances of
each case:

(1)

whether the evidence meets the requirement on legal form;

(2)

whether the procurement of evidence meets the requirement prescribed by laws, regulations, rules, judicial interpretations and other
provisions;

(3)

whether there exist any other law-violating circumstances that have an impact on the validity of the evidence.

Article 31

The review authority shall examine the authenticity of evidence from the following aspects based on specific circumstances of each
case:

(1)

the causes that lead to the evidence;

(2)

the objective circumstances when the evidence is found;

(3)

whether the evidence is original and whether the duplicated copy is consistent with the original.

(4)

whether the interest of the witness or person providing the evidence is connected with the parties concerned in the case;

(5)

other factors that may influence the authenticity of evidence.

Article 32

The following evidence materials shall not be taken as the basis for deciding on a verdict:

(1)

evidence materials collected in a way that goes against the legal proceedings;

(2)

evidence materials infringing other persons’ lawful rights and interests obtained in such ways as shooting and recording on the sneak,
wire tapping etc;

(3)

evidence materials procured in such wrongful ways as temptation, fraud, menace, violence etc;

(4)

evidence materials provided by parties concerned beyond the time limit without reasonable grounds;

(5)

duplicates provided by a party concerned who refuses to present the originals without reasonable grounds, and cannot present any other
supporting evidence, which are not acknowledged by the counterpart;

(6)

evidence materials which are unable to determine true or false;

(7)

testimony provided by a witness unable to express his idea precisely;

(8)

other evidence materials bearing no validity and authenticity.

The relevant materials procured by the legal affairs agencies according to item 2 of Article 4 of the Rules shall not be taken as
evidence supporting the specific administrative action of the respondent.

Article 33

In the course of an administrative review, the respondent shall not go its own way to collect evidence from the applicant, other relevant
organizations or individuals.

Article 34

The applicant and the third party may have access to the written reply of the respondent, evidence and justifications for the specific
administrative action, and other relevant materials. The review authority shall not refuse except for materials concerning state
secrets or commercial secrets or the privacy of individuals.

Chapter VII Decision of Tax Administration Review

Article 35

The administrative review adopts the way of paper examination in principle. Where, however, the applicants request for or the legal
affairs section believes it necessary, the opinions of the applicants, respondents and the third party shall be solicited, and relevant
organizations or individuals may be consulted for useful information.

Article 36

The review authority shall comprehensively examine the factual evidence, legal proceedings, legal basis and the validity and propriety
of the rights and obligations provided for, which are the basis for the specific administrative action of the respondent.

Article 37

The legal affairs agency of a review authority shall deliver the duplicate copy of the administrative review application or the duplicate
copy of the written notes of the review application to the respondent within 7 days after accepting the review application.

The respondent shall put forward a written reply and provide the evidence, basis and other relevant materials for taking the specific
administrative action within 10 days after receiving the duplicate copy of the administrative review application or the duplicate
copy of the written notes of the review application.

Article 38

Before the review decision is made, the applicant may withdraw its application, but shall not apply again for administrative review
based on the same basic facts or reasons.

Article 39

Where an applicant applies for examination of the relevant rules when applying for administrative review according to Article 9 of
the Rules, the review authority shall lawfully handle that within 30 days if it has the right to do so. If it is beyond its mandate,
the review authority shall transfer the case to the appropriate administrative department within 7 days in conformity with the legal
procedures. The administrative department with proper mandate shall settle the case within 60 days according to the law. During the
processing period, the examination on the specific administrative action shall be suspended.

Article 40

Where the review authority believes, during the examination, that the specific administrative action of the respondent is not legally
based and the authority has the right to deal with it, the review authority shall deal with it within 30 days according to the law.
For cases beyond its mandate to deal with, the review authority shall, within 7 days, transfer it in line with the legal procedures
to the appropriate state department. During the process of handling the legal basis,, the examination on the specific administrative
action shall be suspended.

Article 41

The legal affairs agency shall examine the validity and properness of the specific administrative action taken by the respondent,
put forward proposals and, upon consent of the head of the review authority, work out the review decision in conformity with the
following rules:

(1)

Where the facts are clear, evidence strong, legal basis correct, procedures lawful and content proper, the review authority shall
maintain the administrative action.

(2)

Where the respondent fails to perform its statutory duty, the review authority shall make a decision that the respondent shall perform
its duty within certain time limit.

(3)

In one of the following circumstances, the review authority shall decide to cancel, change or confirm the action unlawful. Should
an administrative action be decided to cancel, change or confirmed unlawful, the review authority may order the respondent to take
a new administrative action within certain time limit:

(a)

The main facts are not clear, the evidence is not sufficient.

(b)

The legal basis is wrong.

(c)

The legal procedures are not followed.

(d)

The respondent steps over or abuses its power.

(e)

The specific administrative action is obviously inappropriate.

Should the review authority order the respondent to take a new administrative action, the respondent shall not take the same or similar
action based on the same facts and arguments. However, where the review authority decides to cancel the action as it is found to
be taken in a way violating the legal procedures, the respondent is not bound by the above provision when taking a new administrative
action.

(4)

Where the respondent fails to put forward a written reply, provide the basis, evidence and other relevant materials for the specific
administrative action in accordance with Article 37 of the Rules, the specific administrat

CIRCULAR CONCERNING THE ADDITION OF THE OPEN MARKET OPERATIONS PRIMARY DEALERS AND THE ESTABLISHMENT OF THE MECHANISM CONCERNING APPRAISING AND ADJUSTING THE PRIMARY DEALERS IN 2004

Circular concerning the Addition of the Open Market Operations Primary Dealers and the Establishment of the Mechanism concerning Appraising
and Adjusting the Primary Dealers in 2004

[2004] No 2

Each open market operations primary dealer and national inter-bank bond market member :

The Addition of the Open Market Operations Primary Dealers and the Establishment of the Mechanism concerning Appraising and Adjusting
the Primary Dealers in 2004are hereby notified as follows:

1.

Expanding the range of the open market operations primary dealers

Since 2004, some securities companies, insurance companies and rural credit cooperatives unions are added into the list of the open
market operations primary dealers by People’s Bank of China in addition to the commercial banks. Simultaneously, People’s Bank of
China chooses the open market operations primary dealers of different types of institutions to implement transactions subject to
the different operation varieties of open market operations. All the open market operations primary dealers, including the commercial
banks, securities companies, insurance companies and rural credit cooperatives unions, may take part in the People’s Bank of China’s
operation of the issue of central bank bills; the deposit financial institutions of the open market operations primary dealers, namely
the commercial banks and rural credit cooperatives unions, may take part in the operation of repurchase; priority shall be given
to the bond market-makers among open market operations primary dealers as approved by the People’s Bank of China in implementing
cash bond operation, and the People’s Bank of China may decide to implement the operation with all the open market operations primary
dealers in accordance with the market situation and the operation requirements .

2.

Adding open market operations primary dealers of 2004

According to the bonds underwriting situation of the primary bond market, the transaction situation of the secondary bond market,
assets scale, level of management and financial condition of the financial institutions, after considering the local elements, the
People’s Bank of China decided to add two securities companies, namely Guotai Junan Securities Co., Ltd.. and CITIC Securities Co.,
Ltd.; four insurance companies, namely China Life Insurance Co., Ltd., China Ping An Life Insurance Co., Ltd., Huatai Property Insurance
Co., Ltd. and Taikang Life Insurance Co.,Ltd.; two rural credit cooperatives unions, namely Rural Credit Cooperatives Union of Beijing
and Rural Credit Cooperatives Union of Shanghai; and one commercial bank Baotou Commercial Bank, totally nine institutions in all
as the primary dealers of open market operations. There are altogether 52 open market operations primary institutions in all in 2004.
See Appendix 1 for the detailed name list.

3.

Establishing the mechanism on appraising and adjusting the open market operations primary dealers

The People’s Bank of China establishes the mechanism concerning annually appraising and adjusting the open market operations primary
dealers since 2004. The specific content is as follows:

(1)

Making evaluation index system. The People’s Bank of China makes the evaluation index system towards the national inter-bank bond
market members (hereinafter referred to as market members), the main content of the system contains the situation concerning taking
part in open market operations, underwriting situation of the primary bond market, trading situation of the secondary bond market
and the implementation and conduction of monetary policies, etc. The specific evaluation index system can be found in Appendix 2.

(2)

Setting the index weight coefficient, scoring standards and the calculating value. The People’s Bank of China determines the index
weight coefficient, scoring standards and calculates the score value of major market members through comprehensive consideration
of all kinds of elements.

(3)

Determining the open market operations primary dealers subject to the rules. Since 2004, the number of open market operations primary
dealers shall be maintained at 52, among which, the proportions of commercial banks, insurance companies, insurance companies and
rural credit cooperatives unions shall be determined subject to the trading situation and the monetary regulation requirements of
the previous year. The People’s Bank of China calculates the score value subject to the evaluation index system, weight coefficient
and scoring standards, evaluates and ranks the above-mentioned four categories of institutions among the major market members, those
ranking high should be put on the planned list of open market operations primary dealers. The People’s Bank of China should determine
and publicize the list of the open market operations primary dealers after soliciting the opinions of the related supervising departments
on whether a dealer observes the requirements of the related supervising departments and on its business performance.

Furthermore, as for an institution that fails to perform the related obligations in open market operations, the People’s Bank of China
may suspend the transactions with this institution in accordance with the related provisions.

By the end of 2004￿￿in accordance with the above-mentioned principles and procedures, the People’s Bank of China will choose 42 commercial
banks, 4 securities companies, 4 insurance companies and 2rural credit cooperative unions, a altogether 52institutions in all, as
the open market operations primary dealers of the year 2005.

Appendix 1: Name List of the Open Market Operations Primary Dealers 2004

Appendix 2: Indices for Evaluating the Open Market Operations Primary Dealers

The Operating Office of the Open Market Operations of the People’s Bank of China

February 25, 2004


Appendix 1

￿￿

Appendix 1:

Name List of the Primary Dealers of Open Market Operations 2004

￿￿

Industrial and Commercial Bank of China

Wuhan Commercial Bank

Agricultural Bank of China

Jinan Commercial Bank

Bank of China

Urumchi Commercial Bank

China Construction Bank

Changsha Commercial Bank

Bank of Communications

Dalian Commercial Bank

CITIC Industrial Bank

Zibo Commercial Bank

China Everbright Bank

Evergrowing Bank

Huaxia Bank

Xiamen Commercial Bank

China Minsheng Banking Corp., Ltd.

Shijiazhuang Commercial Bank

Guangdong Development Bank

Qingdao Commercial Bank

Shanghai Pudong Development Bank

Kunming Commercial Bank

Industrial Bank

Taiyuan Commercial Bank

China Merchants Bank

Xi'an Commercial Bank

Shenzhen Development Bank

Luoyang Commercial Bank

Beijing Commercial Bank

Harbin Commercial Bank

Tianjian Commercial Bank

Hefei Commercial Bank

Bank of Shanghai

Guiyang Commercial Bank

Nanjiaing Commercial Bank

Baotou Commercial Bank

Guangzhou Commercial Bank

Guotai Junan Securities Co., Ltd.

Zhuhai Commercial Bank

CITIC Securities Co., Ltd.

Fuzhou Commercial Bank

China Life Insurance Co., Ltd.

Chengdu Commercial Bank

China Ping An Life Insurance Co., Ltd.

Chongqing Commercial Bank

Huatai Property Insurance Co., Ltd.

Shenzhen Commercial Bank

Taikang Life Insurance Co., Ltd.

Hangzhou Commercial Bank

Rural Credit Cooperatives Union of Beijing

Wuxi Commercial Bank

Rural Credit Cooperatives Union of Shanghai

￿￿

Appendix 2:

Indices for Evaluating the Primary Dealers of Open Market Operations

￿￿

Institution Name

Participation in Open Market Operations

Primary Bond Market Conditions

Issuance of Central Bank Bills

Repurchase Transactions

Cash Bond Transactions

Underwriting Volume

Distribution Volume

Hitting Frequency Ratio

￿￿

￿￿

￿￿

￿￿

￿￿

￿￿

￿￿

￿￿

￿￿

￿￿

￿￿

￿￿

￿￿

￿￿

￿￿

￿￿

￿￿

￿￿

￿￿

￿￿

￿￿

Secondary Bond Market Conditions

Implementation and Conduction of Monetary Policies

Cash Bond Transactions

Repurchase Transactions

Bilateral Quotation of Bond Market- Maker

Implementation  of Window

 Guidance of the Central  Bank

Daily Report on Liquidity

Suspension of Open Market Transaction

￿￿

￿￿

￿￿

￿￿

￿￿

￿￿

￿￿

￿￿

￿￿

￿￿

￿￿

￿￿

￿￿

￿￿

￿￿

￿￿

￿￿

￿￿


CONSTITUTION ACT, 1982 – page 22

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