STATE TAXATION ADMINISTRATION CIRCULAR ABOUT IMPOSING CIRCULATION TAX ON PARTIAL INCOME OF COMMERCIAL ENTERPRISES FROM SUPPLIERS

State Administration of Taxation

State Taxation Administration Circular about Imposing Circulation Tax on Partial Income of Commercial Enterprises from Suppliers

GuoShuiFa [2004] No. 136

Taxation bureaus and local taxation offices in all provinces, autonomous regions, municipalities, separately listed cities:

In accordance with reports of some regions, the present policies on imposing circulation tax on partial income of commercial enterprises
from supplies lack of coherence, which causes implementation imbalance in different regions. After deep study, further regulations
are now announced as follows:

Value-added tax and sales tax shall be imposed on partial income of commercial enterprises from suppliers in accordance with the following
principles:

(1)

In case commercial enterprises gain from suppliers by providing labor service, which have not positive connections with sale volume
and saleroom, such as expenses for entering the markets, expenses of advertising and sales promotion, costs of boarding, costs of
exhibition and costs of management, these kinds of incomes don’t fall within return profits, value-added tax will not be reduced,
and tax will be imposed in accordance with tax rate of sales tax.

(2)

For incomes of the commercial enterprises that have positive connection with volume and saleroom (for example, return profits according
to a certain percentage, sale volume and saleroom), value-added tax will be reduced according to related regulations of return profits
and sales tax shall not be imposed.

II.

Specific invoice of value-added tax shall not be supplied for the incomes of the commercial enterprises from suppliers.

III.

Formula for tax that shall be reduced is adjusted as follows:

Tax that shall be reduced = return profits/(1+value-added tax rate)* value-added tax rate.

IV.

This circular shall take effect as of July 1, 2004. Taxations already imposed before this circular will not be adjusted. Average taxpayers
of other value-added taxes shall follow this circular to take return profit from suppliers.

It is hereby notified.

State Taxation Administration

Oct 13, 2004

State Administration of Taxation
2004-10-13

CIRCULAR OF THE GENERAL ADMINISTRATION OF CUSTOMS ON TRANSMITTING THE CATALOGUE OF PRIORITY INDUSTRIES FOR FOREIGN INVESTMENT IN THE CENTRAL-WESTERN REGION (REVISED IN 2004)

General Administration of Customs

Circular of the General Administration of Customs on Transmitting the Catalogue of Priority Industries for Foreign Investment in the
Central-western Region (Revised in 2004)

Shu Shui Fa [2004] No. 347

Guangdong sub-administration of the General Administration of Customs, Tianjin and Shanghai special commissioners offices and all
the customs directly under the General Administration of Customs:

Upon the approval of the State Council, the National Development and Reform Commission and the Ministry of Commerce jointly promulgated
the Catalogue of Priority Industries for Foreign Investment in the Central-western Region (Revised in 2004) (hereinafter referred
to as the Catalogue, see the appendix for detail), which was implemented as of September 1, 2004. The Catalogue is hereby transmitted,
and the relevant issues concerning the implementation are notified as follows:

The Catalogue was implemented as of September 1, 2004, that is, the project with foreign investment in the central-western region
(including capital increased projects) approved after September 1 shall be implemented according to the Catalogue. As for the project
with foreign investment subject to the Catalogue, tariff and import link VAT may be exempted in accordance with the provisions of
the Urgent Notice of the General Administration of Customs on the Implementation of the Circular of the State Council on Adjusting
the Taxation Policies of Import Equipment (Shu Shui [1997] No. 1062).

For the purpose of ensuring the succession of policy, as for the project with foreign investment approved according to the former
Catalogue of Priority Industries for the Foreign Investment in Central-western Region before September 1, 2004, taxation preferential
policies on import may be still enjoyed continuously according to the former provisions.

Where any project being established and not exempted from tax complies with the provisions of the Catalogue, an application for making
up the Confirmation Letter of the Project with Chinese and Foreign Investment that the State Encourages to Develop may be filed to
the competent department of investment under the State Council or to the authorized competent department of investment at provincial
level. After the Confirmation Letter of the Project with Chinese and Foreign Investment that the State Encourages to Develop is gained,
the imported self-used equipment of the project being established may enjoy taxation preferential policies on import according to
the former provisions, but the tax that has been levied from the imported equipment shall not be refunded.

As for the project approved by the examination and approval department to enjoy taxation preferential policies on import, all the
customs shall strictly check the scope of the commodities exempted from tax according to the Catalogue of Import Commodity Not Exempted
from Tax of the Project with Foreign Investment.

After the implementation of the Catalogue, the code of Project Item of the Industry Policy Examination and Approval shall be G,
for instance, the second item of Shanxi province shall be filled in as: Subsequent industrial development of such national key ecological
projects as reclaiming farmland to forests and pastures, and protecting natural forests (G1402); the fifth item of Jiangxi province
shall be filled in as: Manufacture of top grade ceramics for daily use (G3605).

The issues concerning the adjustment of the parameter library in the System for Administration of Tax Reduction and Exemption will
be notified separately.

Other issues not covered in this Circular shall still be carried out in accordance with the provisions of the Circular of the State
Council on Adjusting the Taxation Policies of Import Equipment (Guo Fa [1997] No.37) and the Urgent Notice of the General Administration
of Customs on the Implementation of the Circular of the State Council on Adjusting the Taxation Policies of Import Equipment (Shu
Shui [1997] No. 1062).

General Administration of Customs

October 14, 2004

General Administration of Customs
2004-10-14

PROVISIONS ON THE ADMINISTRATION OF SINO-FOREIGN COOPERATION IN THE PRODUCTION OF TV PLAYS

e03758

State Administration of Radio, Film and Television

Order of the State Administration of Radio, Film and Television

No. 41

The Provisions on the Administration of Sino-foreign Cooperation in the Production of TV Plays, adopted at the executive meeting of
this Administration on June 15th, 2004, are hereby promulgated and shall be implemented as of October 21st, 2004.

Xu Guangchun, Director of the State Administration of Radio, Film and Television

September 21st, 2004

Provisions on the Administration of Sino-foreign Cooperation in the Production of TV Plays

Article 1

With a view to promoting Sino-foreign cultural exchange, boosting the creation of TV plays, strengthening the administration of the
production of TV plays through Sino-foreign cooperation and protecting the legitimate rights and interests of the producers, the
present Provisions are formulated.

Article 2

The present Provisions shall apply to the activities of producing TV plays (including TV cartoons) through cooperation between domestic
radio and television program production institutions (hereinafter referred to as the Chinese party) and foreign legal persons and
natural persons (hereinafter referred to as the foreign party).

Article 3

The State Administration of Radio, Film and Television (hereinafter referred to as the SARFT) shall be responsible for the administration
of the production of TV plays (including TV cartoons) through Sino-foreign cooperation and shall regulate and control the overseas
cooperation parties, quantities and subjects thereof.

A provincial radio and television administrative department shall be responsible for the specific administration of the production
of the TV plays (including TV cartoons) through Sino-foreign cooperation within its administrative area.

Article 4

The state shall adopt a licensing system for the production of TV plays (including TV cartoons) through Sino-foreign cooperation.

Without approval, no one may undertake the activities of producing TV plays (including TV cartoons) through Sino-foreign cooperation.
Without passing the examination, no Sino-foreign cooperative TV play (or TV cartoon) after completion may be distributed or broadcasted.

Article 5

The following ways may be adopted in the production of TV plays through Sino-foreign cooperation:

(1)

Joint production, which means that in the production of TV plays (including TV cartoons) both the Chinese party and the foreign party
jointly make investments, assign key production personnel, share the benefits and bear the risks;

(2)

Collaborative production, which means that in the production of TV plays the foreign party make investments, offer key production
personnel and shoot all or part of the outdoor scenes; the Chinese party provides labor services or equipment, appliances and places;

(3)

Entrusted production, which means that in the production of TV plays the foreign party makes investments and entrusts the Chinese
party to produce it.

Article 6

An applicant shall fulfill the following requirements when it files an application for initiative of the plan on the production of
TV plays through Sino-foreign joint production:

(1)

The Chinese party shall have a TV Play Production License (Class A);

(2)

The Chinese party shall simultaneously file an application to the SARFT for an approval of the plan on the subject of the TV play
through Sino-foreign joint production;

(3)

Joint investments are made by both parties including direct investments in currency, and investments by converting labor services,
kind or advertising time into money;

(4)

The main creative elements, such as the prophase initiatives and the writing of screenplay, shall be determined by both parties;

(5)

Both parties shall jointly assign production personnel and technicians to participate in the whole process of production. Among the
key production personnel of the TV play (play-writer, producer, director, main actors and actresses, etc.), the persons assigned
by the Chinese party shall not be less than 1/3; and

(6)

The domestic and overseas copyright of the TV play shall be jointly owned by both the Chinese and foreign parties.

Article 7

An applicant shall submit the following materials in writing when it file an application for initiative of the plan on the production
of TV plays through Sino-foreign joint production:

(1)

An application;

(2)

A photocopy of the TV Play Production License (Class A);

(3)

The preliminary examination opinions of the provincial radio and television administrative department (apart from the circumstance
that a Chinese production institution directly files an application to the SARFT for TV Play Production License (Class A));

(4)

An abstract for each episode with at least 5,000 Chinese characters, or a complete screenplay;

(5)

The name list and resumes of the key production personnel (play-writer, producer, director, main actors and actresses, etc.) both
at home and abroad;

(6)

The production plan, domestic scenes for shooting and detailed shooting program;

(7)

The letter of intent for cooperation; and

(8)

A legal person registration certification of the foreign party (in case the foreign party is natural person, his resume shall be submitted)
and certification of credit standing. The examination and approval organ may require the foreign party to submit a notarized foreign
third-party guarantee letter.

Article 8

An applicant shall fulfill the following requirements when it files an application for initiative of the production of TV cartoons
through Sino-foreign joint production:

(1)

The Chinese party shall possess a Radio and TV Program Production and Business Operation License;

(2)

The Chinese party shall simultaneously file an application to the SARFT for an approval of the plan on the subject of the TV cartoon
through Sino-foreign joint production;

(3)

Joint investments are made by both parties including direct investments in currency, and investments by converting labor services,
kind or advertising time into money;

(4)

The main creative elements, such as the forepart initiatives and the writing of screenplay, shall be determined by both parties; and

(5)

The domestic and overseas copyright of the TV cartoon shall be jointly owned by both the Chinese and foreign parties.

Article 9

An applicant shall submit the following materials in writing when it files an application for initiative of the plan on the subject
of TV cartoons through Sino-foreign joint production:

(1)

An application;

(2)

A photocopy of Radio and TV Program Production and Business Operation License;

(3)

(4)

An abstract for each episode with at least 500 Chinese characters, or a complete screenplay;

(5)

The letter of intent for cooperation; and

(6)

Article 10

An applicant shall submit the following materials in writing when it files an application for the production of TV plays through Sino-foreign
collaborative production or entrusted production:

(1)

An application;

(2)

An abstract for each episode with at least 1,500 Chinese characters, or a complete screenplay;

(3)

The name list of the key production personnel (including the play-writer, producer, director, main actors and actresses, etc.);

(4)

The domestic shooting scenes and the shooting plan;

(5)

The letter of intent for cooperation; and

(6)

The examination and approval organ may require the foreign party to provide relevant credit standing certifications.

Article 11

A Chinese production institution as the Chinese party that directly files an applications to the SARFT for a TV Play Production License
(Class A) shall file an application to the SARFT for the approval of producing a TV play (or TV cartoon) through Sino-foreign Cooperation.

In case any other production institution as the Chinese party files an application for approval of producing TV plays (including TV
cartoons) through Sino-foreign Cooperation, upon permission of the local provincial radio and television administrative department,
the application shall be submitted to the SARFT for examination and approval.

Article 12

After the SARFT formally accepts an application for producing TV plays (including TV cartoons) through Sino-foreign cooperation, it
shall decide whether to approve the application within the statutory time limit. Where the TV play (including TV cartoons) is to
be produced through Sino-foreign joint production, the time limit for the examination shall be 50 days (including 30 days for expert
appraisal). Where the TV play (including TV cartoons) is to be produced through Sino-foreign collaborative production or entrusted
production, the time limit for examination shall be 20 days. Where the application fulfills the relevant requirements, the SARFT
shall issue a reply of approval; in case it doesn’t fulfill the relevant requirements, the SARFT shall issue a notice in writing
to the applicant and make an explanation.

In case the applicant refuses to accept the decision of disapproval, it may file an application to the SARFT for reexamination within
60 days after it receives the decision. The SARFT shall make a decision of reexamination within 50 days, during the period of which
the time for expert appraisal shall be 30 days.

Article 13

After the TV play (including TV cartoons) has been completed through Sino-foreign joint production, it shall be submitted to the radio
and television administrative department at the provincial level or above for examination in accordance with the procedure as provided
for in Article 11 of the present Provisions.

Article 14

An applicant that files an application for the examination of a TV play (TV cartoon) after completion through Sino-foreign joint production
shall submit the following materials:

(1)

(2)

The reply of the SARFT about approval of shooting and a photocopy of the approval of the plan on the subject of the TV play (TV cartoon)
to be produced through Sino-foreign Cooperation;

(3)

A complete set of L1/2 video tapes, of which the pictures, sound and time code shall fulfill the examination requirements;

(4)

An abstract for each episode with at least 300 Chinese characters; and

(5)

The captions for the beginning and end of the TV play (including TV cartoons) identical with those in the sample video tape.

Article 15

After the SARFT formally accepts an application for the examination of a TV play (including TV cartoons) after completion through
Sino-foreign joint production, it shall decide whether to approve the grant of an administrative license within 50 days, during the
period of which the time for expert appraisal shall be 30 days. Where the TV play (including TV cartoons) after completion fulfills
the relevant requirements, the SARFT shall issue a TV Play (TV Cartoon) Distribution License; in case it doesn’t fulfill the relevant
requirements, the SARFT shall give a notice in writing and make an explanation.

In case the applicant refuses to accept the decision of disapproval of granting an administrative license, it may file an application
to the SARFT for reexamination within 60 days after it receives the decision. The SARFT shall make a decision of reexamination within
the time limit as stipulated in the preceding paragraph and shall notify the applicant of the decision in writing. In case the applicant
passes the reexamination, the SARFT shall issue it a TV Play (TV Cartoon) Distribution License. .

Article 16

No substantial change may be randomly made to a screenplay with reply of the SARFT about shooting approval or to a completed TV play
(TV cartoon) with a TV Play (TV Cartoon) Distribution License. In case there is real necessity to modify its name, main characters,
main stories or chapter length, a new application shall be filed pursuant to the present Provisions.

Article 17

The state encourages Chinese and foreign cooperators to produce TV plays embodying good Chinese national tradition and progress of
human civilization and to make TV cartoons for the purpose of shaping Chinese cartoon images.

No TV play (or TV cartoon) produced through Sino-foreign cooperation may contain the following contents:

(1)

Opposing the basic principles determined by the Constitution;

(2)

Endangering the unity, sovereignty and territorial integrity of the state;

(3)

Divulging the state secrets, endangering state security or damaging the honor and interests of the state;

(4)

Inciting hatred or discrimination among ethical groups, undermining the solidarity among ethical groups, or disrespecting ethical
customs or practices;

(5)

Advocating cult and superstition;

(6)

Disrupting social order and harming social stability;

(7)

Advocating obscenity, gambling or violence, or instigating crimes;

(8)

Insulting or defaming others, and infringing upon others’ legitimate rights and interests;

(9)

Harming the social morality or the excellent national culture and tradition; or

(10)

Containing other contents that are prohibited by the laws, administrative regulations or provisions of the state.

Article 18

A TV cartoon made through Sino-foreign joint production that aims to embody Chinese characteristics can be broadcasted as a domestically
produced TV Cartoon.

Article 19

A TV play (including TV cartoons) made by Sino-foreign joint production shall have a version in Mandarin. In accordance with the needs
of distribution, a version in language of the corresponding country, region or ethical minority may be made upon consent of the cooperators.

Article 20

Anyone in violation of the present Provisions shall be punished according to the Regulation on Radio and Television. In case any crime
is constituted, it (he) shall be subject to the criminal liabilities.

Article 21

The production of TV plays (including TV cartoons) by cooperating with legal persons or natural persons from Hong Kong Special Administrative
Region, Macao Special Administrative Region or Taiwan Region shall abide by the present Provisions.

Article 22

The present Provisions shall be implemented as of October 21st, 2004. The Provisions on the Production of TV Plays (Video Tapes) (Order
No. 15 of the Ministry of Radio, Film and Television) shall be abolished simultaneously.

State Administration of Radio, Film and Television
2004-09-21

CIRCULAR OF STATE ADMINISTRATION OF FOREIGN EXCHANGE ON PRINTING AND DISTRIBUTING ADMINISTRATIVE RULES FOR EXAMINATION AND VERIFICATION CERTIFICATE OF DECLARATION OF BALANCE OF PAYMENTS

the State Administration of Foreign Exchange

Circular of State Administration of Foreign Exchange on Printing and Distributing Administrative Rules for Examination and Verification
Certificate of Declaration of Balance of Payments

Hui Fa [2004] No.102

October 15, 2004

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

With a view to coordinating with the effective development of the verification of the declaration of the balance of payments statistic,
insuring that the institutions and staff of the State Administration of Foreign Exchange and the branches and foreign exchange offices
(hereinafter referred to as the branches and offices) in charge of the declaration of the balance of payments statistic carry out
examination and verifications subject to law, strengthening the administration of the Examination and Verification Certificate of
Declaration of Balance of Payments, pursuant to the provisions of the Measures for Declaration of Balance of Payments Statistic,
the rules for the implementation thereof and the Administrative Measures of the State Administration of Foreign Exchange for Law
Enforcement Certificate, the State Administration of Foreign Exchange stipulates the Administrative Rules of the State Administration
of Foreign Exchange for the Examination and Verification Certificate of Declaration of Balance of payments; related issues are hereby
notified as follows:

The promulgation, use and administration of the Examination and Verification Certificate of Declaration of Balance of Payments shall
be executed strictly in accordance with the Measures for Declaration of Balance of Payments Statistic and the Administrative Measures
of the State Administration of Foreign Exchange for Law Enforcement Certificate.

The branches and offices shall, according to the work of the staff, make proper distribution of the inspection certificate and the
Examination and Verification Certificate to insure that the staff of foreign exchange authorities will not hold simultaneously both
the Inspection Certificate and the Examination and Verification Certificate.

The branches and offices may apply for the Examination and Verification Certificate as required by work or the position changes of
the staff rather than apply for it collectively.

The branches at provincial level may, in accordance with these Verification Rules, stipulate by themselves specific rules applicable
to the areas under their respective jurisdictions on the administration of the Examination and Verification Certificate.

A further step to change the Examination and Verification Certificate will be taken due to relatively big changes in the staff in
charge of the balance of payments statistic since 1999. Issues on changing the Certificate will be notified separately.

The branches, after receiving this circular, shall deliver in time to the offices within the areas under their respective jurisdictions.
Where there are any problems in the process of execution, please contact the Balance of payments Department of the State Administration
of Foreign Exchange.

Contact Person: Lu Zhiwang

Telephone: 010-68402374

Attachment:The Administrative Rules of the State Administration of Foreign Exchange for the Examination and Verification Certificate of Declaration
of Balance of payments

Article 1

Pursuant to related provisions of the Measures for Declaration of Balance of payments statistic, the Administrative Measures of the
State Administration of Foreign Exchange for Law Enforcement Certificate, these rules is stipulated with a view to further normalizing
the administration of the Examination and Verification Certificate of Declaration of Balance of payments (hereinafter referred to
as the Examination and Verification Certificate).

Article 2

These Rules applies to the State Administration of Foreign Exchange and its branches and offices. The Department of Balance of Payments
of the State Administration of Foreign Exchange (hereinafter referred to as the Department of Balance of payments of the State Administration)
is in charge of the design, printing, distribution, recalling and administration of the Examination and Verification Certificate.
The branches of the State Administration of Foreign Exchange at provincial level are responsible for the examination and approval,
distribution, recalling and administration of the Examination and Approval Certificate within themselves and the branches and offices
within the areas under their respective jurisdictions.

Article 3

The Department of Balance of payments of the State Administration shall administer the Examination and Verification Certificate as
an important voucher and designate specific staff to be in charge of the distribution, recalling and collective keeping, as well
as locking the blank Examination and Verification Certificate in special drawers. Annual records (including electronic and paper
record,), which shall include the information concerning amount printed, distribution, changes and surplus, shall be kept.

Article 4

The staff of the State Administration of Foreign Exchange and its branches and offices shall not hold simultaneously both Inspection
Certificate and Examination and Verification Certificate. The professional and part-time staff in charge of the foreign exchange
examination shall apply for and obtain the Inspection Certificate; the staff engaged in the related work concerning balance of payments
statistic shall apply for and obtain the Examination and Verification Certificate.

As for the branches and offices with relatively few staff in foreign exchange business, the holders of the Inspection Certificate
or the Examination and Verification Certificate shall be distributed properly.

Article 5

The balance of payments statistic staff of the State Administration of Foreign Exchange and its branches and offices, in applying
for the Examination and Verification Certificate or the replacement thereof, shall prepare the following materials:

The application form of the Examination and Verification Certificate of Declaration of Balance of Payments of the State Administration
of Foreign Exchange (see Attachment 1) (hereinafter referred to as the application form);

A recent one-inch and without-hat color photo of the applicant;

A copy of the ID card of the applicant;

A copy of the missing proclamation (for the replacement);

Other material required by the State Administration of Foreign Exchange.

Article 6

Where the balance of payments statistic staff of the State Administration of Foreign Exchange apply for the Examination and Verification
Certificate, the materials required by Article 5 of these Rules shall be submitted to the staff handling the Examination and Verification
Certificate of the Department of Balance of payments, who shall examine the contents filled in the application form to assure the
completeness and accuracy of the contents filled in five workdays, and the holding of the applicant shall conform to the requirement
of Article 4 of these Rules. The handling personnel shall, after the completion of examination and approval, submit that to the
division and department leaders of the Department of Balance of Payments to give opinions.

Article 7

Where the balance of payments statistic staff of the branches and offices of the State Administration of Foreign Exchange apply for
the Examination and Verification Certificate, the materials as required in Article 5 of these Rules shall be submitted to the staff
handling the Examination and Verification Certificate of the local State Administration of Foreign Exchange, who shall examine the
contents filled in the application form to assure the completeness and accuracy of the contents filled in five workdays, and the
holding of the applicant shall conform to the requirement of Article 4 of these Rules . The handling personnel shall, after the
completion of examination and approval, submit that to the leaders of this bureau to give opinions and affix the official stamp,
and then report to the local provincial branches of the State Administration of Foreign Exchange level by level.

Article 8

The provincial branches of the State Administration of Foreign Exchange shall exanimate, consolidate and preserve the application
materials reported by the branches and offices within the areas under their jurisdictions, and fill in the Consolidation Form of
Applications and Changes in the Examination and Verification Certificate of Declaration of Balance of payments (see Attachment 2)
(hereinafter referred to as the Consolidation Form); the Consolidation Form thus filled (electronic and paper forms) and the applicant’
photos ( the entity and name of applicant shall be noted on the back ) shall be reported to the Department of Balance of Payments
of the State Administration, whose handling personnel shall report to the leaders of the division and department to give opinions
within two workdays after receiving the Consolidation Forms submitted by the branches.

Article 9

The staff handling the Examination and Verification Certificate of the State Administration shall fill in the blank Examination and
Verification Certificate on the basis of the application form or the Consolidation Form of the Examination and Verification Certificate
signed with consent opinions by the leaders of the Department of Balance of Payments, and issue the Examination and Verification
Certificate to the applicant of the State Administration or to the handling personnel of the provincial branch of the State Administration
of Foreign Exchange after the Department of Personnel of the State Administration of Foreign Exchange affixes the steel seal. The
provincial branches shall be responsible to distribute the Examination and Verification Certificate to the branches and offices within
the areas under their jurisdictions.

Article 10

The State Administration of Foreign Exchange and its provincial branches shall take an appropriate preservation of the application
materials of the holders of the Examination and Verification Certificate and establish the annual archives record concerning the
issuance, registration and change (including loss and cancellation) of the Examination and Verification Certificate for the sake
of check.

Article 11

The branches and offices of the State Administration of Foreign Exchange shall designate special persons to be responsible for the
handling and administration of the Examination and Verification Certificate, including consolidating the application, distribution
and recall of the Examination and Verification Certificate, and report in time the changes such as loss and cancellation etc. of
the Examination and Verification Certificate to the Department of Balance of Payments of the Administration level by level.

The staff of the branches and offices of the State Administration of Foreign Exchange handling the Examination and Verification Certificate
shall take charge of the centralized preservation of the Examination and Verification Certificates of the holders of the same level
of bureau of foreign exchange, and distribute the Examination and Verification Certificate to the holder before examinating and verifying
the declaration of balance of payments, and take it back in time for centralized preservation at the completion of examination and
verification.

Article 12

The holder of the Examination and Verification Certificate shall preserve carefully and use lawfully the Examination and Verification
Certificate, and shall not alter, destroy willfully or lend it. If the Examination and Verification Certificate is lost, the loser
shall submit the explanation thereof (including the lost time, place and reason etc.) to local foreign exchange bureau, and the staff
handling the Examination and Verification Certificate of this bureau shall finish the examination within two workdays and submit
to the leader of this bureau to give opinions, and then report to the provincial branch level by level. The provincial branch of
the State Administration of Foreign Exchange shall publish the lost announcement (see Attachment 3) of the Examination and Verification
Certificate in the name of the State Administration of Foreign Exchange on the Financial News within two workdays after the explanation
is received. The staff handling the Examination and Verification Certificate of the provincial branch shall report the lost case
of the Examination and Verification Certificate to the Department of Balance of Payments of the Administration and mail or fax a
copy of the published lost announcement within five workdays after the lost announcement is published.

Article 13

Where the holder of the Examination and Verification Certificate does not engage in the work of examinating and verifying the declarations
of balance of payments statistic because of the change in post or the other reasons, the local bureaus of the foreign exchange shall
recall the holder’s Examination and Verification Certificate before the holder goes through the personnel formalities, and report
to the provincial branch level by level. The staff handling the Examination and Verification Certificate of the provincial branches
of the State Administration of Foreign Exchange shall carry out the consolidated registration (see Attachment 4 ) of the recalling
of the Examination and Verification Certificate within the areas under their respective jurisdictions, and report the Examination
and Verification Certificate recalled and the consolidated registration archives records to the Department of Balance of payments
of the Administration to go through the cancellation formalities

Article 14

All provincial branches of the State Administration of Foreign Exchange shall inspect and examine the holding of the Examination and
Verification Certificate, and check the archives records of the Examination and Verification Certificate within the areas under their
respective jurisdictions during the period of the second or third ten days of December every year, and report the inspection and
examination of the Examination and Verification Certificate to the Statistic System Division of the Department of Balance of Payments
of the Administration via the internal electronic information transmission system of the State Administration of Foreign Exchange
before December 31 of the current year.(Email: statbop.safe ). At the beginning of every year, the Department of Balance of payments
of the Administration shall exanimate the archives records of the Examination and Verification Certificate of previous year and publish
them on the information website of the State Administration of Foreign Exchange for the branches and offices to search and check.

Article 15

These Rules shall come into force as of the date of November 1, 2004.

Attachment:

The Application Form of the State Administration of Foreign Exchange for the Examination and Verification Certificate of Declaration
of Balance of payments (omitted)

The Consolidation Form of Applications and Changes in the Examination and Verification Certificate of Declaration of Balance of payments
(omitted)

The format of the lost announcement of the Examination and Verification Certificate of Declaration of Balance of payments (omitted)

The archives and records of the Examination and Verification Certificate of Declaration of Balance of Payments (omitted)

the State Administration of Foreign Exchange
2004-10-15

NOTICE OF THE MINISTRY OF FINANCE ON PRINTING AND DISTRIBUTION OF “MEASURES FOR THE TREATMENT OF ACCOUNTING CONCERNING THE EXTENSION OF VALUE-ADDED TAX SCOPE IN NORTHEAST REGION”

The Ministry of Finance

Notice of the Ministry of Finance on Printing and Distribution of “Measures for the Treatment of Accounting concerning the Extension
of Value-Added Tax Scope in Northeast Region”

Cai Kuai [2004] No.11

Departments( Bureaus) of finance of all provinces, autonomous regions, municipalities directly under the Central Government, cities
specifically designated in the state plan, the bureau of finance of Xinjiang Production and Construction Corps of the Chinese Peoples’
Liberation Army, the related ministries and departments under the State Council:

Notice of the Ministry of Finance on Printing and Distribution of Measures for the Treatment of Accounting concerning the Extension
of Value-Added Tax Scope in Northeast Region hereby is formulated in accordance with Notice of the Ministry of Finance on Printing
and Distribution of Several Issues on the Extension of Value-Added Tax Credit Scope in Northeast Region (Cai Shui [2004] No. 156),
and please inform the local enterprises within your jurisdiction of the implementation. For problems emerged in the process of enactment,
please feed them back duly to the Ministry hereof.

Annex: Measures for the Treatment of Accounting concerning the Extension of Value-Added Tax Scope in Northeast Region

The Ministry of Finance

September 20, 2004 Annex:Measures for the Treatment of Accounting concerning the Extension of Value-Added Tax Scope in Northeast Region

In accordance with the provisions of the Notice of the Ministry of Finance on Printing and Distribution of the Provisions of Several
Issues on the Extension of Value-Added Tax Credit Scope in Northeast Region (Cai Shui[2004] No 156) ( hereinafter referred to as
“Provisions “)the treatment of accounting concerning the Extension of Value-Added Tax Scope in Northeast Region is formulated as
follows:

Accounting Items

(1)

The enterprise enforcing the extension of VAT credit scope shall add the classification item of “VAT credit” under the item of “accrued
tax” and add such columns as “Fixed Asset Income Tax”, “Fixed Asset Input Tax Transfer”, “Credited Fixed Asset Income Tax” and etc.
under the aforesaid classification item.

The column of “Fixed Asset Input Tax” records VAT input tax paid by the enterprise for purchasing fixed asset or taxable labor and
granted credit hereof. The sum of input tax paid for purchased fixed assets or taxable labor by enterprise shall be recorded with
blue ink; the returned due offset input tax for purchased fixed assets with red ink.

The column of “Fixed Asset Input Tax Transfer” records the amount of transferred input tax of fixed assets purchased by the enterprise
due to a failure to claim credit for some reasons.

The column of “Credited Fixed Assets Income Tax” records the credited input tax of an enterprise’s fixed assets.

(2)

The enterprise enforcing the extension of VAT credit scope shall add the column of “The Amount of Fixed Assets Input tax of Newly
Added VAT Credit” under the item of “Accrued Tax—-Accrued VAT” for the record of the newly added credited fixed asset input tax
in the year concerned.

Financial Transaction

(1)

The fixed assets purchased domestically shall be charged to the item of ” Accrued Tax—-Fixed Asset Input Tax to be credited (Input
tax of Fixed Assets) ” in accordance with the given amount of VAT in the special invoice, with such items as “fixed assets” in accordance
with the value of fixed assets recorded in the special invoice, with such items as “Accounts Payable” ,”Notes Payable”, ” Bank Deposit”,
” Long-term Accounts Payable” in accordance with the accounts payable or paid. Where return occurs for the purchased fixed assets,
the inverse journal entry shall be made.

(2)

The fixed assets transferred into the enterprise as donates shall be charged to the item of “Accrued Tax—-VAT of Fixed Assets to
be Credited (Input Tax of Fixed Assets) ” in accordance with the amount of VAT noted in special invoice, with such items as “Fixed
Assets”, “Project Material” in accordance with the affirmed fixed assets value (VAT deducted, the same hereinafter). Where the input
tax of fixed assets has been paid by the donator, the total value of VAT input tax and fixed assets shall be credited to such items
as “Donated Assets”. Where the VAT of fixed assets has been paid by the enterprise itself, the paid input tax of fixed assets and
accepted fixed assets value shall be credited to such items as “Banking Account” and “Donated Assets” respectively. Where the enterprise
has accepted donates paid such other charges as transport one, such items as “Banking Credit” shall be credited herein.

(3)

The fixed assets transferred into the enterprise shall be charged to the item of “Tax Payable—-Fixed Assets VAT to be Credited (Input
Tax of Fixed Assets) ” in accordance with the VAT value noted in the special invoice, to such items as “Fixed Assets”, “Project Material”
in accordance with the affirmed fixed assets value, be credited to such items as “Paid-up Capital” in accordance with the total value
of VAT and fixed assets.

(4)

Goods purchased by an enterprise for the manufacture of fixed assets shall be charged to the item of “Tax Payable—-VAT of Fixed
Assets to be Credited (Input Tax of Fixed Assets) ” in accordance with the VAT value noted in the special invoice, to the item of
” Project Material” in accordance with the sum required to be credited to the item of the cost of engineering material, to such items
as ” Account Payable”, “Notes Payable”, ” Bank Deposit”, ” Long-term Accounts Payable” in accordance with the sym payable or paid.
Where return occurs for the purchased goods, the inverse journal entry shall be made.

Where the raw material purchased by an enterprise as accounting for inventories is used for the building of fixed assets, the sum
equivalent to the cost of the inventories shall be charged to such items as ” Construction in Progress”, credited to such items as
“Raw Material” , the VAT input tax of that part of raw material shall be charged to the item of “Tax Payable—-VAT of Fixed Assets
to be Credited (Input tax of Fixed Assets) ” , credited to “Tax Payable—-VAT to be Credited (Input Tax Transfer) “.

(5)

The Taxable Labor accepted by enterprises for manufacture of fixed assets shall be charged to such items as “Tax Payable—-VAT of
Fixed Assets to be Credited (Input Tax of Fixed Assets)”, to such items as “Construction in Progress” in accordance with the sum
due to be credited to the Construction in Progress, credited to such items as “Account Payable”, “Notes Payable”, “Bank Deposit”
in accordance with the sum payable or paid.

(6)

The fixed assets imported by enterprise hereof shall be charged to the item of such items as “Tax Payable—-VAT of Fixed Assets to
be Credited (Input Tax of Fixed Assets) ” in accordance with the sum of VAT noted in tax payment receipt provided by the custom,
charged to such items as “Fixed Assets”, “Project Material”, credited to such items as “Account Payable”, “Notes Payable”, “Bank
Deposit”, “Long-term Accounts Payable” in accordance with the sum payable or paid.

(7)

The transport charges paid for the imported fixed assets shall be charged to such item as “Tax Payable—-VAT of Fixed Assets to be
Credited (Input Tax of Fixed Assets)”in accordance with the sum credited, to such items as “Fixed Assets”, “Construction in Progress”,
“Project Material” in accordance with the sum of fixed assets and construction material to be charged, credited to as “Account Payable”,
“Notes Payable”, “Bank Deposit”, “Long-term Accounts Payable” in accordance with the sum payable or paid.

(8)

Where the enterprise uses fixed assets self-made or consigned to process for non-taxable or tax-exempt items, such fixed assets shall
be considered as distributions goods for the sake of counting VAT payable and charged to such items as “Project under Construction”,
credited to such item as “Tax Payable—-VAT Payable (VAT on Sales) “.

(9)

Where the fixed assets manufactured by the enterprise concerned, by processing deal or purchasing (including those donated or invested)
is provided to other units or self-employed as investment, it shall be considered as distributions goods for the sake of counting
VAT payable and be charged to such item as “Long-term Equity Investment” and credited to such item as “Tax Payable- VAT Payable (VAT
on Sales) “.

(10)

Where the fixed assets manufactured by the enterprise concerned, by processing deal or purchase is allocated by the enterprise concerned
to shareholder or investor, it shall be considered as distributions goods for the sake of counting VAT payable and be charged to
such items as “Distribution of Profits—-Common Stock Dividend”, credited to such items as ” Tax Payable—-VAT Payable (VAT on
Sales) “.

(11)

Where the fixed assets manufactured by the enterprise concerned or by processing deal is used for collective welfare and individual
consumption, it shall be considered as distributions goods for the sake of counting VAT payable and charged to such items as “Welfare
Expenses Payable” and credited to such items as “Tax Payable—-VAT Payable (VAT on Sales) “.

(12)

Where the fixed assets manufactured by the enterprise concerned, by processing deal or purchase is donated to others, it shall be
considered as distributions goods for the sake of counting VAT payable and charged to such item as “Non-Operating Outlay”, credited
to such item as ” Tax Payable- VAT Payable (VAT on Sales) “.

(13)

Where the fixed assets purchased by the enterprise concerned has been recorded in such item as “Tax Payable—-VAT of Fixed Assets
to be Credited (Input Tax of Fixed Assets) “, and the fixed assets concerned has been used for non-taxable items or for tax-exempt
item and exclusively for collective welfare and individual consumption, as well as for the utilization by the institutions inapplicable
to the scope of the “Measure” hereof, the recorded sum in the item aforesaid shall be transferred, charged to the related item and
credited to the item of “Tax Payable—-VAT of Fixed Assets to be Credited (Transfer of Fixed Assets Income Tax) “.

Where the input tax of fixed assets purchased by the enterprise concerned fails to be credited, it shall be charged to the cost of
fixed assets and undertake accounting treatment in accordance with the related regulation of enterprise accounting system.

(14)

Where the used fixed assets is sold, and its VAT input tax is credited to the item of “Tax Payable—-VAT of Fixed Assets to be Credited
(Transfer of Fixed Assets Income Tax)” in the period of its acquisition, its confirmed VAT in sales shall be charged to the item
of “Liquidation of Fixed Assets” and credited to the item of “Tax Payable—-VAT Payable (VAT on Sales) “. Where the used fixed assets
is sold, and its VAT input tax fails to credited to “Tax Payable- VAT of Fixed Assets Due to be Credited (Transfer of Fixed Assets
Income Tax)” in the period of its acquisition, yet its VAT input taxis permitted to be credited in accordance with related regulations
of tax law, it shall be charged to the item of “Tax Payable—-VAT of Fixed Assets to be Credited (Input tax of Fixed Assets)”,
credited to the item of “Liquidation of Fixed Assets”; the confirmed VAT input tax in the sale shall be charged to the item of “Liquidation
of Fixed Assets” and credited to the item of ” Tax Payable- VAT Payable (VAT on Sales)”.

(15)

In accordance with the related laws and regulations, the credited fixed assets input tax offsetting the unpaid VAT shall be charged
to the item of “Tax Payable—-VAT Payable (Unpaid VAT)”, and credited to the item of “Tax Payable—- VAT of Fixed Assets to be
credited (Credited Fixed Asset Income Tax)”.

(16)

Where the newly added VAT is used to credit fixed assets income tax at the end of the period, it shall be charged to the item of “Tax
Payable—-VAT Payable (Newly Added VAT to Offset Fixed Assets Income Tax)”, charged to the item of “Tax Payable—-VAT Payable (Credited
Fixed Assets Income Tax) “, credited to the item of “Tax Payable—-Fixed Assets to be credited”. However, in accordance with the
means regulated by tax authorities to rebate tax, the enterprise shall count the VAT to be paid hereby and abide by the enterprise
accounting system and the related regulations to conduct accounting treatment. Where the enterprise concerned receives the input
tax refunded from the nation of the newly added fixed assets to be credited, it shall charge the actually received sum to the item
of “Bank Deposit” credited to the item of “Tax Payable—- VAT of Fixed Assets to be Credited (Credited Fixed Assets Income Tax”).

The Ministry of Finance
2004-09-22

DECISION OF THE MINISTRY OF COMMERCE ON ABOLISHING THE SECOND BATCH OF REGULATIONS AND REGULATORY DOCUMENTS

the Ministry of Commerce

Decision of the Ministry of Commerce on Abolishing the Second Batch of Regulations and Regulatory Documents

Since 1993, the department undertaking the administration of domestic trade under the State Council has gone through evolutions. After
the reform of government institutions of the State Council in 2003, the function of administering the domestic trade has been ranked
into the newly established Ministry of Commerce. With the view of promoting the development of domestic trade and the establishment
of market circulation legal system and promoting administration by law, the Ministry of Commerce has made an overall cleaning-up
on the regulations and regulatory documents promulgated by the former Ministry of Material Supplies, the former Ministry of Commerce,
the former Ministry of Domestic Trade, the former Bureau for Domestic Trade and the former State Economic and Trade Commission since
1993. After the cleaning-up, the Ministry of Commerce, upon the approval of the relevant departments of the State Council, decides
to abolish the second batch of 33 departmental regulations and regulatory documents (See the Attachment for the table of contents)

Attachment: The Table of Contents of Abolished Regulations and Regulatory Documents Determined by the Ministry of Commerce (the second
batch)

Minister Bo Xilai

October 15, 2004 Attachment:The Table of Contents of Abolished Regulations and Regulatory Documents Determined by the Ministry of Commerce (the second batch)

htm/e03754.htmSerial Number

Serial Number	Name of Legal Documents	Organs of Promulgation	Number of Documents	Date of Promulgation	Reasons for Abolishment
1	Notice on Issuing the Standard of Technical Grades for Workers in Material Supplies Industry	Ministry of Material Supplies and Ministry of Labor	No.13 [1993] of the Ministry of Material Supplies	February 8, 1993	Been substituted by the new standard as prescribed in the Notice on Printing and Distributing the Sixth Batch of Professional Standard of the State (No. 14 [2003] of the Office of Labor and Social Security)
2	Notice of the Ministry of Material Supplies and the State Administration for Industry and Commerce on the Exemption of Handling "Navicert" for the Sale of the "GD-SANYO" Air Conditioners Out of the Province by the Guangdong SANYO Co.	Ministry of Material Supplies and the State Administration for Industry and Commerce	No.38 [1993] of the Ministry of Material Supplies	February 15, 1993	The object of adjustment has no longer existed and actually it has been invalidated.
3	Joint Notice of the Ministry of Metallurgy, the Ministry of Domestic Trade, the State Economic and Trade Commission, the Ministry of Construction, the Ministry of Agriculture and the State Administration of Technical Supervision on Strictly Prohibiting the Production and Sale of False and Inferior Steel	the Ministry of Metallurgy, the Ministry of Domestic Trade, the State Economic and Trade Commission, the Ministry of Construction, the Ministry of Agriculture and the State Administration of Technical Supervision	No.256 [1993] of the Ministry of Metallurgy	June 9, 1993	The application period has expired and actually it has been invalidated.
4	Emergency Notice on Ensuring the Completion of the Task for Allocating and Transporting Timber for the Use of Key Production Construction of the State and for Providing Disaster Relief	the Ministry of Domestic Trade, the Ministry of Forestry, the Ministry of Railway and the Ministry of Communications	No.89 [1993] of the Ministry of Domestic Trade	August 25, 1993	The application period has expired and it has been invalidated actually.
5	Notice of the Ministry of Domestic Trade and the State Administration for Industry and Commerce on g the Administration of Import Commodities in Guangdong, Fujian and Hainan Provinces	the Ministry of Domestic Trade and the State Administration for Industry and Commerce	No.300 [1993] of the Ministry of Domestic Trade	November 23, 1993	The application period has expired and it has been invalidated actually.
6	Notice of the State Economic and Trade Commission, the Ministry of Foreign Trade and Economic Cooperation and the General Administration of Customs on Printing and Distributing the Detailed Rules for the Implementation of Management on the Import of Specific Products	the State Economic and Trade Commission, the Ministry of Foreign Trade and Economic Cooperation and the General Administration of Customs	No.564 [1993] of the State Economic and Trade Commission	January 12, 1994	Having been substituted by the Detailed Rules for the Implementation of the Management on Import of Specific Machinery and Electrical Equipment (Order No. 24 [2001] of the Ministry of Foreign Trade and Economic Cooperation and the General Administration of Customs)
7	Several Provisions of the Ministry of Domestic Trade on Strengthening the Management on Credit Cards	the Ministry of Domestic Trade	No.945 [1994] of the Ministry of Domestic Trade	November 28, 1994	The application period has expired and it has been invalidated actually.
8	Measures for the Special Funds for National Bulk Cement	the Ministry of Domestic Trade and the Ministry of Finance	the State Administration of Radio, Film and Television 2004-09-23

INTERIM MEASURES FOR THE ADMINISTRATION OF BONDS OF SECURITIES COMPANIES

e03232

China Securities Regulatory Commission

Interim Measures for the Administration of Bonds of Securities Companies

(Deliberated and adopted at the 43rd executive meeting of the chairmen of the China Securities Regulatory Commission on August 29th,
2003, and amended pursuant to the Decision on Amending the Interim Measures for the Administration of Bonds of Securities Companies
of the China Securities Regulatory Commission on October 15th, 2004.)

Chapter I General Principles

Article 1

The present Measures has been formulated pursuant to the “Company Law”, “Securities Law” and the provisions of relevant laws and administrative
regulations with a view to standardizing the conducts of securities companies on the issuance and transfer of bonds, and protecting
the legitimate rights and interests of the bondholders.

Article 2

“The bonds of a securities company” as used in the present Measures shall refer to the negotiable instruments issued by a securities
company ipso jure, with the principals and interests to be repaid within an agreed time limit.

The present Measures shall apply to the issuance of bonds by securities companies, with an exception of the issuance of the convertible
company bonds.

Article 3

The China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) shall be responsible for the supervision over the
issuance and transfer of the bonds by securities companies ipso jure.

Article 4

The issuance of the bonds of a securities company shall be in light of the conditions as stipulated in the present Measures, and shall
be reported to the CSRC for approval.No bonds may be issued without authorization or in any disguised form without permission.

Article 5

The bonds of a securities company may be publicly issued, upon approval, to the general public or issued to targeted clients to the
qualified investors.The bonds for targeted issuance may not be issued publicly whether directly or in any disguised form.

Article 6

The securities companies that issue bonds (hereinafter refer to as “issuer”) shall make effective measures for the repayment of principals
and interests due in order to protect the legitimate rights and interests of the bondholders.

Chapter II Issuance and Underwriting

Article 7

The public issuance of the bonds by the securities companies shall also be in accordance with the following requirements besides satisfying
the conditions as stipulated in the “Company Law”:

The issuer is a conglomerate securities company;

The net capital has been audited at the end of the recent period shall be not less than RMB 1 billion yuan;

All the indexes of risk supervision and control are consistent with the pertinent provisions of the CSRC;

It has no record of serious violation of the laws and regulations during the past two years;

It has a sound operational mechanism for the shareholders’ meeting and the board of directors as well as effective internal management
rules, and has an appropriate technical system for business separation and internal control;

The capital is not taken up by the natural person, legal entity, or any other organization or any of the affiliates thereof in actual
control; or

Other conditions as provided for by the CSRC.

Article 8

Where a securities company issues targeted bonds, the requirements as stipulated in items 4, 5, 6, 7, and 8 of the preceding Article
shall also be fulfilled, besides the conditions as stipulated in the “Company Law”, and the net capital audited at the end of the
late period shall be not less than RMB 500 million yuan.

Article 9

The targeted bonds issued shall only be issued to the qualified investors, which refer to those investors that satisfy the following
conditions, and can judge by themselves, with the ability of independently analyzing and bearing the risk of the invested bonds:

The legal entities or investment organizations established ipso jure;

Able to engage in bond investment according to the provisions and Articles of Association; and

A registered capital of RMB10 million yuan or more or the net capital audited being RMB20 million yuan or more.

Article 10

The capital collected through the issuance of bonds shall be used for specified purposes and for which there shall be corresponding
spending plan and the management rules.The collected capital shall be used in accordance with the relevant provisions of laws and
regulations or those of the CSRC, and may not be used in the businesses and conducts banned.

Article 11

The issuer shall retain securities rating organizations to make credit rating for the current bonds and make arrangements for the
follow-up rating.

The securities rating organizations shall be responsible for the impersonality, impartiality and punctuality of the rating result.The
contents and the format of the credit rating report shall be consistent with relevant provisions.

Article 12

The issuer shall provide guaranty for bonds issuance.Where the guaranty is provided for the issuance of bonds, the guarantor shall
have the capability to pay off the debts for debtors, and the guaranty shall be suretyship of joint and several liabilities; Where
the mortgage or the pledge is provided for the issuance of bonds, the property under the mortgage or pledge shall be assessed by
the qualified property assessment institutions.

The amount of money secured for the public issuance of bonds shall be not less than the total amount of the principals and the interests
of the bonds.With respect to the bonds issued to targeted purchasers, the amount shall be, in principle, not less than 50% of the
total amount of the principals and the interests of the bonds, and if the amount of guarantee is less than 50% or it doesn’t provide
guarantee for the bonds issued to targeted purchasers, the special risks shall be mentioned to the investors at the time of issuance
and transfer of bonds, and it shall be signed by the investors.

Article 13

An issuer shall retain credit agents for bondholders.The credit agency agreement shall be concluded when retaining the credit agent,
and the rights and obligations, as well as the liabilities for breach of a contract among the issuer, bondholder and the credit agent
shall be specified.

An issuer shall specify expressly in the prospectus that the investors, if subscribing the current bonds, shall be deemed as accepting
the credit agency agreement.

An issuer may retain trust and investment corporations, fund management corporations, securities companies, law firms, and securities
investment consultation institutions as credit agents.

Article 14

The issuer shall retain law firms to provide the legal advisory papers and the lawyer’s working report by consulting the relevant
provisions of the CSRC on securities issuance.

Lawyers shall air their legal opinions expressly, the focus of which shall be on the issuance conditions of bonds, plans of issuance,
terms of issuance, guaranty, credit rating, the special repayment accounts, and the credit agent, as well as the bondholder’s meetings,
etc, in accordance with the characteristics of the bonds.

Article 15

An issuer shall retain a securities company that has the main underwriter’s qualifications to organize the underwriting of bonds.As
for the targeted bonds issued, the selling of which may also be organized by the issuer itself with the approval of the CSRC.

Article 16

The board of directors of a securities company shall formulate the schedule for bond issuance, and the shareholders’ meeting shall
make special decisions on the following matters concerned:

The scale of issuance, the time limit and the interest rate;

Guaranty;

The use of the funds collected;

Ways of issuance;

The valid term of the decisions made; and

Other important items pertaining to the current bonds.

Article 17

The following documents shall be filed to the CSRC by a securities company when applying for bond issuance:

The application report of the issuer;

The resolutions of the board of directors and the shareholders’ meeting;

The recommendations of the main underwriters (with the attachment of the investigation report on the fulfillment of duties);

The prospectus (with the attachment of the plan of issuance);

The legal advisory papers (with the attachment of the lawyer’s working report);

The financial statements over the past three years and in the current term, which have been audited;

The credit rating report and the follow-up statements on the arrangement of the rating;

The special report on the repayment plan and the safeguards;

The report on the analysis of the cash flow concerning the payment of the principals and the interests of the current bonds;

10.

The security agreement and the pertinent documents;

11.

The credit agency agreement;

12.

The photocopies of the Articles of Association and the business license of the issuer;

13.

Other important contracts pertaining to the issuance of the bonds; and

14.

Other documents that ought to be reported to the CSRC as required.

Article 18

With respect to the issuance of targeted bonds, if the potential subscriber promises in written form to subscribe all the bonds and
not to transfer them in the bond transfer markets, the issuer may be exempt from credit rating, providing guaranty or retaining the
credit agency, after obtaining the written consent of the potential subscriber.

The bonds as cited in the preceding paragraph can be transferred only by agreement.The two parties making the transfer shall make
definite written indications and recognition on the limitations of the transfer and the risk of the bonds.

Article 19

Bonds shall be underwritten on a sole agency basis or on a commission basis.

The maximum period for underwriting bonds or the self-organized sale shall be 90 days.

Article 20

With respect to the bonds publicly issued, if the total amount of the par value of the bonds which are sold out within the sales term
accounts for less than 50% of the total amount of the bonds to be issued, or the requirements for listing of the bonds are not fulfilled,
the issuance shall be deemed as a failure.And the issuer shall return the subscribers the amount of money according to the issuance
price along with the interests of the bank deposit at the corresponding period of time.

The issuer cannot put to use the capital collected before the end of the issuance of the bonds, and the main underwriter and the credit
agent shall have the responsibility to supervise them.

Article 21

The bonds publicly issued shall be issued openly to the general public, with RMB100 yuan par value for each share.The targeted bonds
shall be issued to the qualified investors by way of keeping accounts, with RMB 500 thousand yuan par value for each share, and the
bonds subscribed by each qualified investor shall be not less than RMB 1 million yuan par value.

Bonds may be issued according to the par value, or by other means, of which the specific way of issuance shall be determined through
negotiation between the issuer and the main underwriter.

Article 22

The interest rate of the bonds shall be determined through negotiation between the issuer and the main underwriter in accordance with
such factors as the credit grade, degree of risk, the demands and supply of the markets, etc, but must be consistent with the relevant
provisions on the management of the interest rate of the bonds.

Article 23

The minimum period of the bonds shall be one year.

Chapter III Trust and Transfer

Article 24

The bonds of the securities companies shall be subject to the registration, trust and settlement of the China Securities Registration
and Settlement Limited Company.

The Central National Debts Registration and Settlement Limited Company may also be responsible for the registration, trust and settlement
of the company bonds after approval.

Article 25

The bonds publicly issued shall be applied for centralized competitive transaction by listing in the stock exchange, and may also
be transferred by other means upon approval of the SCRC.

The securities company that file an application for listing of the bonds shall, enters into listing agreements with the stock exchange,
abide by the listing regulations of the stock exchange and accepts the supervision of the stock exchange as well.

Article 26

The following conditions ought to be satisfied in the application for the listing of bonds:

The application for the issuance of bonds has been approved and the bonds issuance has been completed;

The total amount of the par value of the bonds actually issued shall be not less than RMB 50 million yuan;

The requirements for the public issuance are still fulfilled when applying for listing of the bonds; and

Other conditions as provided for by the CSRC.

Article 27

Where the termination of the bonds listed for transaction is one month prior to the expiration of the listed bonds, the cashing of
the bonds shall be conducted by the issuer.

Where the securities company whose bonds are listed for transaction is in any of the situations as stipulated in Articles 55 and 56
of the “Securities Law”, the stock exchange shall make decisions on the suspension of the transaction or termination of the listing.

Article 28

The targeted bonds shall be transferred by agreement, or by other means with the approval of the SCRC, of which the minimum transfer
unit shall be not less than RMB 500 thousand yuan par value.The bonds transfer shall be made between the qualified investors, and
shall be made in accordance with the business rules of the place of transfer.

The issuer, the main underwriter, the securities company providing the transfer service and the transferor shall all make examination
and confirmation on the identity of the qualified investors, those investors who are not qualified shall not participate in the activities
of subscription and assignment of the targeted bonds issuance.

Article 29

The issuer, the main underwriter, and the securities company providing the transfer service shall make declaration to the registration
and settlement company on the relevant data of the qualified investor who has been examined and confirmed, and go through the formalities
for the opening and registration of the securities account.The qualified investors shall only carry out such investment activities
as the application and purchase and the assignment of the bonds by using the securities account that has been registered in the registration
and settlement company, and shall fill in the subscription list or the assignment list of the bonds.

Chapter IV Information Disclosure

Article 30

The securities company shall make prospectus and other information disclosure documents in accordance with the relevant provisions
of the CSRC when issuing bonds, and ensure that all the information that have the material influences on the investors shall be disclosed
in authenticity, accuracy, integrity, and in time.But the prospectus for the issuance of targeted bonds and the relevant data are
refrained from being published in the media whether directly or in any disguised form.

The issuer and the relevant parties shall not mislead the investors by any means to buy the bonds.

Article 31

The issuers shall indicate the investors in the obvious place of the prospectus: “The investors shall, when purchasing the current
bonds, carefully read the prospectus and the relevant information disclosure documents, and make independent investment judgment.The
approval of the CSRC on the issuance of the current bonds does not mean that the CSRC has made any evaluation on the investment value
of the current bonds, nor does it mean the CSRC has made any judgment on the investment risk of the current bonds.”

Article 32

The prospectus, the listing announcement, the periodical report and the announcement on the major events, shall be made in light of
the relevant provisions of the CSRC and the operational rules of the stock exchange.

Article 33

The issuance terms disclosed in the prospectus shall be specific and definite, stipulating in detail the terms pertaining to the rights
and obligations of the parties of the bonds.

At least the following contents shall be covered in the prospectus:

The scale of the bonds, time limit and the interest rate;

The start and termination time of the issuance;

The time, the procedures and the ways of the repayment of the principals and the interests;

The special repayment account and other repayment measures;

The relevant arrangements for the bondholder’s meeting;

The credit agent and the credit agency agreement;

The guaranty issues;

The rating report and the arrangements for the follow-up rating;

The liabilities of the issuer in breach of the contract; and

10.

The underwriting institutions and their liabilities.

Article 34

The issuers shall, within the existing period of the bonds, disclose to the bondholders the annual financial report that has been
audited by the accountant firm which has the qualification of practicing securities business.

Article 35

The issuer that issues bonds publicly shall make public announcements for three times on the relevant matters concerned in the designated
press of the CSRC within 10 days prior to the date of paying the principals and interests.

Article 36

During the listing of bonds, the issuer shall submit an annual report to the SCRC and the stock exchange within four months after
the end of each financial year, and submit a mid-term report to the SCRC and the stock exchange within two months after the end of
the first half year of each financial year, as well as make disclosure on the designated press and the internet website of the CSRC.

Article 37

The important matters pertaining to the interests of the bondholders within the time limit of the report shall be disclosed in detail
in the periodical report, and at least the following contents shall be covered in the report:

The payment of principals and interests of the bonds;

The relevant conditions of the special repayment accounts;

The material alteration of the guarantor and the guarantee;

The alteration of the liabilities of the issuer;

The summarization of the status of cash flow;

The conditions of follow-up ratings;

The main contents of the report on the agency matters of the credit agent;

The main conditions of the public announcements of the major events;

The convening of the bondholder’s meetings; and

10.

Other information that has great influences on the bondholders.

Article 38

Where an issuer is in any of the following circumstances, it shall be publicized in time or informed to the bondholders in an effective
way:

Anticipation of being unable to repay the interests or the principals;

Abnormity in the special repayment account;

Making such contracts as the security contract and other important contracts that may have great influence on the repayment of the
principals and the interests;

Occurring serious loss or suffering such serious loss that exceeds 10% of the net capital;

Occurring major arbitration or litigation;

Reducing the capital, merger, division, dissolution and application for bankruptcy;

Great re-composition of liabilities to be carried out;

Failure to implement the stipulations of the prospectus;

The major alteration of the guarantor or guarantee;

10.

The suspension of the transaction of the bonds and the termination of the listing of the bonds by the stock exchange; and

11.

Other circumstances as provided for by the CSRC.

Article 39

Where the bonds are issued to targeted clients, the contents and ways of continuous disclosure of the information shall be prescribed
in the prospectus, but shall be consistent with the relevant provisions of the CSRC on the information disclosure of the targeted
bonds .

Chapter V Repayment Measures

Article 40

A bondholder shall enjoy its rights according to the provisions of the laws and regulations, and the provisions of the prospectus,
and supervise the relevant conducts of the issuer and the credit agent.

Article 41

A issuer shall open a special repayment account for the payment of the principals and the interests of the bonds, and make clear the
sources of the capital in the account, the way of withdrawal and other relevant matters concerning the supervision and management
of accounts.The capital in the account may be used for the investment of such products as treasury bonds that are of low risk and
high fluidity, or repay the bonds ahead of schedule as agreed.

Article 42

The issuers shall make resolutions through the shareholder’s meeting, and improve the proportion of the optional surplus accumulation
fund and that of the ordinary risk reserve within the existing period of the bonds, so as to reduce repayment risks.

Article 43

The issuers shall make resolutions through the shareholder’s meeting to take the following measures within the period when the capital
in the special repayment account could not be withdrawn as stipulated or repay the principals and interests of the bonds:

Not distributing profits to the shareholders;

Deferring the implementation of such items of capital outlay as the major foreign investment, purchasing, and merger or incorporation;

Adjusting to reduce or ceasing to pay the salary and bonus to the directors or the executives; and

The person directly liable is forbidden to shift from his position.

Article 44

In case an issuer agrees to repurchase the bonds prior to the expiration date of the bonds or repay the debts ahead of the schedule
as stipulated, he shall not impair the interests of the bondholders, and shall treat all the bondholders fairly.

Article 45

Issuers are prohibited to alter the stipulations of the prospectus unilaterally within the existing period of the bonds.Where there
is necessity to make any alteration under special circumstances, the issuer shall notify the credit agent in time and win the consent
of the bondholder.

Article 46

A bondholder may enjoy his rights alone, or through the bondholder’s meeting.The rights, procedures of convening, and the effective
conditions of the bondholder’s meeting shall be stipulated in the prospectus.

Article 47

Where any of the following circumstances occurs, the bondholder’s meeting shall be convened:

The issuer suggests that the stipulations of the prospectus be altered;

The issuer is unable to pay the principals and the interests on schedule;

The issuer reduces the capital, merges or divides, dissolves and applies for bankruptcy;

The material alteration of the guarantor or guarantee; or

The bondholders owning over 10% of the par value of the bonds suggest changing the credit agent.

Article 48

The issuer, the guarantor, the shareholders who hold the current bonds and over 10% stock rights of the issuer, and other important
affiliates, may take part in the bondholder’s meeting and bring forward proposals, but may not take a vote.

Article 49

A credit agent shall fulfill his duty, implement his obligation of management with honesty, credit, caution and efficiency, and abide
by the stipulations of the agency agreement strictly, as well as implement the following obligations:

Where such circumstances as failure to repay the principals and interests in time or any other circumstance that may have the material
effect on the interests of the bondholders occur, the credit agent shall urge and remind the issuer, and notify the bondholders as
well;

Supervising the use of the special repayment account and the money collected, as well as the guaranty matters concerned according
to the stipulations;

Acting as the agent of the bondholder and the issuer for the negotiation and litigation affairs between them, according to the stipulations
of the prospectus; and

Other matters concerned as authorized by the bondholder’s meeting.

Article 50

The credit agents shall make operational rules for the agency business, and take effective measures to protect the legitimate rights
and interests of the bondholders, and make reports on the credit agency matters periodically.

Article 51

Issuers shall assign persons specially handling the bond affairs, and make up the repayment working party to take charge of such matters
as the repayment of the interests and the principals and other relative matters.

Chapter VI Legal Liabilities

Article 52

The issuance, underwriting, transfer and the information disclosure of a securities company shall be made pursuant to the relevant
provisions of the Company Law and the Securities Law.Those acts in violation of the provisions shall be subject to administrative
punishment by the CSRC ipso jure.

Article 53

In the case of bonds issued to targeted clients, if the issuer publishes, directly or in any disguised form, the prospectus, or releases
relevant information in any mass media, which is in violation of the provisions, he shall be ordered by the SCRC for correction,
and be meted out with one or more of the following penalties as warning, confiscation of the illegal proceeds; in case the circumstance
is serious, the approval for the issuance of targeted bonds shall be rescinded by the SCRC, and the bonds having been issued shall
be returned by the issuer according to the issuing price plus the bank deposit interest at the corresponding period, as well as being
barred for three years for application for the qualifications on bond issuance.The executives directly responsible and other personnel
directly liable shall be meted out with one or more of the following penalties as warning, confiscation of illegal proceeds, suspension
from or complete revocation of the practicing qualifications of the securities business.

Article 54

The issuer or underwriter of targeted bonds issuance, who, in violation of the provisions, sells the bonds to unqualified investors
shall initiatively make corrections; those who refuse to make corrections shall be ordered by the CSRC to make corrections, and be
meted out with one or more penalties as warning and confiscation of illegal proceeds.The approval for the issuance of targeted bonds
may be revoked by the issuer, and the bonds having been issued shall be returned by the issuer according to the issuing price plus
bank deposit interests for the corresponding period, and the issuer shall be barred for three years from applying for the qualifications
for bond issuance, and the underwriter shall be suspended from or disqualified in bond underwriting.The executives directly responsible
and other personnel directly liable shall be meted out with one or more penalties as warning, confiscation of illegal proceeds, suspension
from or disqualification from practicing the securities business.

Article 55

The intermediary institutions that provide services in the issuance of targeted bonds, shall correct the false records, misrepresentations
or major omissions that may exist in the advice it proposed; those institutions who refuse to make corrections, shall be ordered
by the SCRC to make corrections, and may also be meted out with one or more penalties according to the particular circumstances including
warning, confiscation of illegal proceeds, suspension from or being disqualified from practicing the securities business.The executives
directly responsible and other personnel directly liable shall be meted out with one or more penalties as warning, confiscation of
illegal proceeds, suspension from or being disqualified from practicing the securities business.

Article 56

Where a credit agent fails to perform his duty as stipulated, the relevant personnel liable shall be imposed an administrative punishment
by the SCRC ipso jure; and shall take civil liabilities ipso jure for the losses caused to the bondholders.

Article 57

In case an issuer fails to repay the principals and the interests due, the bondholders can constitute a proceeding against him.As
for those who have the ability to repay but refuse to implement the repayment duty, and have other violation acts, the SCRC may take
the following measures according to the particular circumstances:

Ordering the implementation of relevant obligations;

Imposing one or more penalties on the entity including a warning, confiscation of illegal proceeds, suspension of part of the securities
business; or

Imposing one or more penalties on the executives directly responsible and other personnel directly liable, including warning, confiscation
of illegal proceeds, suspension from or being disqualified from practicing the securities business.

Chapter VII Supplementary Provisions

Article 58

The regulatory measures on the issuance of lower bonds by securities companies shall be formulated separately.

Article 59

The present Measures shall be implemented as of October 8th, 2003.

China Securities Regulatory Commission
2004-10-15

CIRCULAR OF THE MINISTRY OF LABOR AND SOCIAL SECURITY AND CHINA SECURITIES REGULATORY COMMISSION ON THE RELEVANT ISSUES CONCERNING SECURITIES INVESTMENT OF ENTERPRISE ANNUITY FUND

the Ministry of Labor and Social Security, China Securities Regulatory Commission

Circular of the Ministry of Labor and Social Security and China Securities Regulatory Commission on the Relevant Issues concerning
Securities Investment of Enterprise Annuity Fund

Lao She Bu Fa [2004] No. 25

The labor and social security offices or bureaus of all the provinces, autonomous regions, and municipalities directly under the Central
Government, and the regulatory bureaus under China Securities Regulatory Commission of all the provinces, autonomous regions, municipalities
directly under the Central Government, and cities specifically designated in the state plan, the Shanghai and Shenzhen Stock exchanges,
the China Securities Depository and Clearing Corporation Limited, and the Securities Association of China,

For the purpose of implementing the Several Opinions of the State Council on Pushing forward the Reform and Opening and Stable Development
of Capital Market, ensuring the safety of enterprise annuity fund, maintaining the legitimate rights and interests of the parties
of the enterprise annuity fund management, and promoting the healthy development of enterprise annuity fund, The Circular on the
relevant issues concerning the securities investment of enterprise annuity fund is hereby issued as follows:

The fiduciaries, trustees, and investment custodians shall, in accordance with the Trial Measures for Enterprise Annuity Fund Management,
manage the enterprise annuity fund and engage in securities investment activities.

II.

A trustee shall apply for opening securities account for enterprise annuity fund upon the entrustment of a fiduciary. In light of
each portfolio that is managed by the investment custodian of enterprise annuity fund, the securities account shall be opened in
the joint name of the enterprise annuity plan and the trustee.

III.

A trustee shall be responsible for the clearing and settlement of the capital of enterprise annuity fund entrusted to it. An investment
custodian shall ensure the ordinary operation of the securities transaction of enterprise annuity fund, and assume the settlement
responsibilities for its acts of overbuying and short selling in the course of investment.

IV.

A trustee shall apply for opening a settlement reserve account in its own name in the China Securities Depository and Clearing Corporation
Limited (hereinafter referred to as the China Clearing Corporation) for clearing and settling the capital of all the funds (including
enterprise annuity fund) entrusted to it.

An investment custodian shall lease or arrange special seats for securities transaction of enterprise annuity fund for different trustees.

VI.

A trustee and an investment custodian shall timely obtain the settlement data of securities transaction of enterprise annuity fund
from the stock exchange and the China Clearing Corporation, and shall check with the stock exchange and the China Clearing Corporation
in time if any mistake is discovered in the data.

VII.

As a contact person for information disclosure of a stock exchange, a trustee shall, in accordance with the requirements of the business
rules of a stock exchange, report the relevant materials and remind the fiduciary of fulfilling the obligation of information disclosure
in time.

VIII.

A fiduciary, trustee, and investment custodian shall, in accordance with the Business Guide for the Depository and Clearing of Securities
Investment of Enterprise Annuity Fund (See the Annex), carry out management on securities account concerning enterprise annuity fund
and the relevant businesses of securities depository, custody and settlement, etc.

IX.

The Ministry of Labor and Social Security shall regularly or irregularly conduct supervision over and inspection on fiduciaries, trustees
and investment custodians for their implementation of the aforesaid provisions.

The present Circular shall be applicable to other social securities funds that may be used for securities investment as prescribed
in other regulations as of the date of its promulgation.

Annex: Business Guide for the Depository and Clearing of Securities Investment of Enterprise Annuity Fund

Ministry of Labor and Social Security and China Securities Regulatory Commission

September 29, 2004 Annex:Business Guide for the Depository and Clearing of Securities Investment of Enterprise Annuity Fund

Article 1

For the purpose of facilitating the participation of enterprise annuity fund in the investment activities in the securities market,
ensuring the safety of fund assets, and protecting the legal rights and interests of employees, the present Business Guide is formulated
in accordance with the state laws and regulations, the Trial Measures on Enterprise Annuity, the Trial Measures on Enterprise Annuity
Fund Management, and in light of the relevant provisions of China Securities Regulatory Commission (hereinafter referred to as the
CSRC) and the relevant business rules of the China Securities Depository and Clearing Corporation Limited (hereinafter referred to
as the China Clearing Corporation).

Article 2

The present Business Guide shall be applicable to the management on securities accounts concerning the investment of enterprise annuity
fund and the relevant securities depository, custody and clearing, and other businesses.

Article 3

The securities account of enterprise annuity fund shall be opened by the trustee of enterprise annuity plan (hereinafter referred
to as the “trustee”) directly at the Shanghai and Shenzhen branches of the China Clearing Corporation (hereinafter referred to as
the China Clearing Corporation uniformly).

Article 4

When opening a securities account of enterprise annuity fund, a trustee shall provide the following materials:

The application Form for Registration of Securities Account of an Institution;

The original copy and photocopy of the letter of confirmation (including registration number) on enterprise annuity plan as issued
by the regulatory institutions of enterprise annuity fund under the labor security department;

The power of attorney from the fiduciary of the enterprise annuity plan to the trustee (hereinafter referred to as the “fiduciary”);

The photocopies of the certificate of the legal representative of the trustee and the valid identification document of the legal representative;

The power of attorney of the legal representative or the documents of approval of the parent bank on the qualification of its branch
bank for their launching enterprise annuity fund custody business;

The photocopy of the business license of the trustee with his/its seal of authorization;

The original copy of the trusteeship agreement concluded between the fiduciary and the trustee;

The original copy and photocopy of the valid identification documents of the handling agent; and

Other materials as required by the China Clearing Corporation.

Article 5

A trustee shall, when filling in the Application Form for Registration of Securities Account of an Institution, fill in the item of
“name of the holder” with “**enterprise annuity plan plus the name of the trustee and the item of “number of identification documents”
with “registration number in the letter of confirmation of enterprise annuity plan as issued by the regulatory institution of enterprise
annuity fund under the labor security department”. The name of enterprise annuity plan and the registration number shall be filled
in according to item (2) of Article 4 of the present Business Guide. Ten securities accounts may be opened separately in different
markets for a single enterprise annuity fund, except the case that any more securities account is approved by the CSRC and the Ministry
of Labor and Social Security.

Article 6

The China Clearing Corporation may open an account after examining the materials as prescribed in Article 4 of the present Business
Guide and if there is no mistake in them, and shall keep the original copy or photocopy of the prescribed documents.

Article 7

In case a trustee applies for inquiring about the registration materials of a securities account, alteration, reporting the loss of
account card and its makeup, writing off the account or for other businesses, it shall handle it with reference to the relevant provisions
of the Rules of the China Securities Depository and Clearing Corporation Limited for Securities Account Management. Articles 8 and
9 of the present Business Guide shall be followed for the alteration of the trustee of enterprise annuity plan.

Article 8

After a trustee of an enterprise annuity plan is altered, a new trustee shall be entrusted to apply for handling the alteration of
registration materials of securities account. An applicant shall submit the following materials:

The application Form for Alteration of Registration Materials of Securities Accounts;

The power of attorney from a fiduciary to a trustee;

The photocopy of the certificate of legal representative of a trustee and the valid identification document of the legal representative;

The power of attorney of the legal representative of a trustee or documents of approval of the parent bank for the qualification of
its branch bank for its launching enterprise annuity fund trusteeship business;

The photocopy of the business license of a trustee with its seal of authorization;

The original copy of the trusteeship agreement concluded by a fiduciary and a new trustee;

The securities account card;

The letter of confirmation for rescinding trusteeship relations as issued by the former trustee;

The original copy and photocopy of the valid identification documents of the handling agent; and

10.

Other materials as required by the China Clearing Corporation.

Article 9

In case the trustee for enterprise annuity plan is altered, the China Clearing Corporation may alter the registration materials of
the securities account after examining the materials as prescribed in Article 8 of the present Business guide and if there is no
mistake in them, and shall keep the original copy or photocopy of the prescribed documents.

Article 10

When applying for handling the relevant account business, a trustee shall pay the corresponding fees according to the charging standard
for the account of relevant institutions of the China Clearing Corporation.

Article 11

As a participant in the clearing of the China Clearing Corporation (hereinafter referred to as the “clearing participant”), a trustee
shall complete capital clearing and settlement with a net amount of such securities transactions under its trusteeship as the total
enterprise annuity funds. For acts of overbuying and short selling occurred during the investment operation of enterprise annuity
fund, a trustee shall be responsible for prosecuting the relevant responsible person for the corresponding settlement liabilities,
and report to the relevant regulatory departments.

Article 12

Before handling the clearing business, a clearing participant shall conclude a clearing agreement with the China Clearing Corporation,
specifying the rights and obligations of each party.

Article 13

A clearing participant shall open a sole settlement reserve account in its own name at the China Clearing Corporation, and through
the account complete the capital clearing business of all the funds under its trusteeship (excluding QFII) with a net amount. As
one part of the trust fund, the enterprise annuity fund shall be brought into the settlement reserve account of the clearing participant
for clearing with a single net amount.

Article 14

A clearing participant shall preserve the designated fee-collection account at the China Clearing Corporation and receive the fund
transferred from the settlement reserve account through the account. The name of the designated fee-collection account shall be in
conformity with that of the clearing participant.

Article 15

In case there is any alteration on the name of the clearing participant, the designated gathering account, the entrusted enterprise
annuity fund and other information, the clearing participant shall provide the corresponding materials to the China Clearing Corporation
in time and handle formalities for alteration of clearing account.

Article 16

In case any clearing participant who has opened the settlement reserve account newly increases entrusted enterprise annuity fund,
it shall submit to the China Clearing Corporation the power of attorney from a fiduciary. The newly increased enterprise annuity
fund of a trustee and other fund under his/its trusteeship shall participate in the clearing of single net amount of the settlement
reserve account of the clearing participant together.

Article 17

After a fiduciary alters a trustee, the newly appointed trustee shall open a settlement reserve account in the China Clearing Corporation
in accordance with the provisions of Articles 11, 12, 13 of the present Business guide, or implement according to Article 16 of
the present Business guide.

Article 18

For the enterprise annuity fund under the trusteeship of a clearing participant, the China Clearing Corporation shall check and ratify
the corresponding minimum clearing reserve in accordance with the relevant provisions on the management of clearing reserve. The
balance at the end of a day in the clearing reserve account of a clearing participant shall not be lower than the minimum amount
of clearing reserve as checked and ratified by the China Clearing Corporation.

Article 19

The securities transactions on enterprise annuity fund shall be carried out through special transaction seats. After the market is
closed in each transaction day (T day), the China Clearing Corporation shall compute the amount of securities receivable and payable
in the securities account of enterprise annuity fund, and produce the securities clearing data on the basis of the amount of transactions
and other data of the securities account of special transaction seat of enterprise annuity fund of stock exchange in the T day; and
compute the net amount of capital receivable or payable by the clearing participant on the basis of the transaction amount and other
data of all the funds under the trusteeship of the clearing participant in the T day to determine the relevant settlement liabilities.

Article 20

After completing the clearing in T day, the China Clearing Corporation shall store the securities and capital clearing data in the
current day into the clearing system as the basis and instructions for settlement of securities and capital of the clearing participant,
and the clearing participant shall obtain such data from the system of the China Clearing Corporation timely.

The China Clearing Corporation shall be regarded as having notified the clearing participant of the settlement instruction unless
when a clearing participant is unable to obtain the relevant data due to the reason of the system of the China Clearing Corporation.

Article 21

A clearing participant shall perform the settlement obligations in a timely manner in light of the instruction of the China Clearing
Corporation for settlement of securities and capital. If a clearing participant has any objection to the clearing data provided by
the China Clearing Corporation, it shall represent it to the China Clearing Corporation in a timely manner. If there is a real clearing
error after being checked by the China Clearing Corporation, the China Clearing Corporation shall correct it, but the clearing participant
may not refuse to perform or delay the performance of the settlement obligations of the current day because of this.

Article 22

The China Clearing Corporation shall, in light of the current business regulations and on the basis of the clearing data at the T
day, complete the settlement of securities and capital that are finally irrevocable with the clearing participant on the T+1 day.

Article 23

A clearing participant shall pay clearing mutual insurance fund as required in light of the principle of bearing risk together in
order to prevent the clearing risk. The provisions of the China Clearing Corporation shall be followed for the payment and deposit,
adjustment, management and use of the clearing mutual insurance fund.

Article 24

The China Clearing Corporation shall collect securities clearing risk fund from the clearing participants as an agent in accordance
with the provisions of the Interim Measures for the Management of Securities Clearing Risk Fund as promulgated by the CSRC and the
Ministry of Finance.

Article 25

Any overdraft occurred in the settlement reserve account of a clearing participant shall be deemed as breach of contract in capital
settlement. The China Clearing Corporation may take the following measures against its breach of contract in capital settlement:

According to the amount of overdraft of the clearing participant, computing the interests on the overdraft and the fine for breach
of contract in light of the relevant provisions of the China Clearing Corporation.

The clearing participant may, before 15:00 o’clock of the transaction date (T+1 day), file an application with the China Clearing
Corporation for detaining the securities for overdraft, and specify the overdraft fund securities account entrusted by it and the
amount of overdraft. The China Clearing Corporation shall detain the securities by turn from the back to the front according to the
order of buying the securities as designated by it in the overdraft fund securities account, until the market value of the securities
detained has reached 120% of the amount of overdraft (the market value of the securities shall be computed at the closing price of
the day, the same hereinafter). In case the value of all the securities in the fund securities account is less than 120% of the amount
of overdraft, all the securities in the fund securities account shall be detained.

In case the clearing participant fails to designate the overdraft fund, the China Clearing Corporation shall have be enpost_titled to determine
by itself not to deliver the securities that are equal to 120% market value of the amount of overdraft.

Any overdraft of capital settlement caused by the clearing participant shall be registered as the bad business record of the clearing
participant by the China Clearing Corporation;

Reporting the overdraft of capital settlement to the CSRC in a timely manner. And

Asking the stock exchange to restrict or suspend the buying of securities in the overdraft fund securities account as designated by
the clearing participant.

Article 26

In case any short selling occurs in the fund securities account entrusted by a clearing participant, it shall be deemed as breach
of contract by the clearing participant in securities settlement. The China Clearing Corporation may not pay the capital equivalent
to the short selling price temporarily on the T+ 1 day, and shall compute and collect the fine for breach of contract on the basis
of the short selling price in accordance with the relevant provisions of the China Clearing Corporation. If the short selling securities
have been made up within two transaction days, the China Clearing Corporation may rescind the temporary detainment on the short selling
price. Or else, the China Clearing Corporation shall buy securities equal to the amount of short selling with the capital detained
temporarily, and the gains and losses occurred thereby shall be traced back by the clearing participant to the party liable or returned
by the clearing participant.

Article 27

The China Clearing Corporation shall have the right to make special monitoring on the clearing participants with higher clearing risks,
and may take measures to raise the amount of payment of clearing mutual insurance fund, if necessary, and adjust the proportion and
time of payment and deposit of minimum clearing reserve, so as to prevent the relevant risks effectively.

Article 28

In case a clearing participant applies for writing off its settlement reserve account, he/it may, after settling the creditor’s rights
and debts related to securities depository and clearing with the China Clearing Corporation, apply to the China Clearing Corporation
for transferring and paying the balance of clearing reserve and the balance of clearing mutual insurance fund.

Article 29

The power to interpret the present Business Guide shall remain with the China Clearing Corporation.

the Ministry of Labor and Social Security, China Securities Regulatory Commission
2004-09-29

CIRCULAR OF MOFCOM, MOF, MOA, PBOC, SAT, GAQSIQ, AND CAA ON PRINTING AND ISSUING THE INSTRUCTIONAL OPINIONS CONCERNING THE EXPANSION OF AGRICULTURAL PRODUCTS EXPORT

Ministry of Commerce, Ministry of Finance, Ministry of Agriculture, People’s Bank of China, State Administration of Taxation, General
Administration of Quality Supervision, Inspection and Quarantine, Certification and Accreditation Administration

Circular of MOFCOM, MOF, MOA, PBOC, SAT, GAQSIQ, and CAA on Printing and Issuing the Instructional Opinions Concerning the Expansion
of Agricultural Products Export

Shang Mao Fa [2004] No. 491

In order to implement the spirit of the Central Committee Document No.1 in terms of the expansion of agricultural products export,
the Ministry of Commerce, the Ministry of Finance, the Ministry of Agriculture, the People’s Bank of China, the State Administration
of Taxation, the General Administration of Quality Supervision, Inspection and Quarantine have jointly promulgated the Instructional
Opinions Concerning the Expansion of Agriculture Products Export. The relevant entities in all regions shall put it into practice
in light of actual conditions of all localities with a view to boosting export of agricultural products in China.

Hereby notified.

Appendix: Instructional Opinions Concerning the Expansion of Agricultural Products Export

Ministry of Commerce

Ministry of Finance

Ministry of Agriculture

People’s Bank of China

State Administration of Taxation

General Administration of Quality Supervision, Inspection and Quarantine

Certification and Accreditation Administration

October 18, 2004 Appendix:Instructional Opinions Concerning the Expansion of Agricultural Products Export

Since China is a large agricultural country, a good solution to problems concerning “agriculture, countryside and farmers” will be
the significant work of our Party and government for a long time to come. The development of agricultural products export is an important
embodiment of implementing the scientific concept of development, overall planning of the urban-rural development, the development
in different regions, the eco-social development, the harmonious development between human and environment, and the domestic development
as well as the opening up, all of which were brought forward at the Third Plenary Session of the Sixteenth Central Committee of CPC;
The development of agricultural products export is of great significance to the building a well-off society in an all-round way.
Practice has proved that expanding the export of agricultural products is an important avenue to increasing farmer employment, boosting
income increase of farmers, giving impetus to the restructuring of agriculture industry and enhancing the competitiveness in agriculture.

In recent years, the export of agricultural products in China have been developing fast from a figure of less than US$100 billion
in1990 to US$212.1 in 2003, which, especially since 2000, has enjoyed a rapid growth with an average growth rate per annum of 13%.
Presently China comes up to the sixth place in the world in terms of agricultural products export. Meanwhile with the continuous
optimization in ranks engaged in the export of agricultural products, enterprises of integrated operations of trade, industry and
agriculture become the main force for the export of agricultural products; The comparative advantageous and internal competitiveness
of labor-intensive agricultural products are growing stronger day by day with market shares rising high; Channels for export are
further broadened with an increasing number in export varieties and new trading modes are explored with the preliminary appearance
of diversified market pattern, predicting the export of agricultural products in China into a new stage. However, we also should
notice that there still exist many problems in terms of agricultural products export, such as prominent problem of quality safety,
backward processing level, shortage of products with brand, small size of export enterprises, weak international competitiveness,
laggard development of trade organizations, shortage of effective export service, for which the strengthening of the intensity of
policy support and enhancement of competitiveness are urgently required. According to the “to further better and promote policies
and measures on the export of agricultural products in China” set forth in the Opinions of the State Council and Central Committee
of CPC on Certain Policies Concerning the Promotion of Increase in Farmers’ Income (Zhong Fa2004No. 1), all the related departments
shall, based on the comprehensive analysis on current situation and development potential of Chinese agricultural products export,
determine the goal of expanding the export of agricultural products in the future, namely, in an effort to reach an agricultural
products export figure of or more than US$ 30 billion for the next four to five years and a figure of or more than US$40 billion
by 2013, to greatly improve product quality and sanitation safety, to largely expand and enhance enterprise scale and competitiveness,
to make the market pattern more reasonable, cultivate a group of key enterprises and lots of famous brands, and give more full play
to goals of striding into a well-off society and early realization of quadruples. For the purposes stated above, what we should do
is to for the coming 5 to 10 years select labor intensive aquatic and ocean products, gardening products and livestock that enjoy
certain competitive edge and development potentials, as well as products processed therefrom as the key point for the expansion of
agricultural products export, meanwhile to develop the export of characteristic agricultural products, organic agricultural products
and agricultural products that are subject to the registration of origin place marks so as to stimulate the adjustment of agricultural
industry structure and overall competitiveness. In order to comply with these requirements, the specific instructional opinions are
hereby notified as follows:

To mark out development goals of agricultural products export according to overall arrangement, carefully study and implement scientific
concept of development, which was put forward at the Third Plenary Session of the Sixteenth Central Committee and by which our export
of agricultural products shall be guided. To conduct research on goals and planning that can, by exporting agricultural products,
give an impetus to adjustment to industrial structure of agriculture, increase in farmers’ employment and promotion of increase income
of farmers in this area, present exported agricultural products with comparative advantages and market potential in such area, formulate
support policies, and encourage localities to draw out support policies for agricultural products export in this area wherever conditions
permit.

II.

To stress the safety management of agricultural products quality and increase the competitiveness of agricultural products export.
Since problem of quality safety management is the chief obstacle to agricultural products export in China for the current stage,
its strengthening is an effective means to the enhancement of the competitiveness of exported agricultural products. From now on
to gradually implement regional administration of animal and plant diseases and insect pests, strengthen the construction of demonstration
region without epidemic diseases of specified animals and practically raise the sanitation level of animals and plants; further popularize
the operational mode of “company + base” of exporting agricultural products, support enterprises of agricultural products export
to establish self-owned bases of planting and breeding, conduct the certification of agricultural products and food, and further
propel the standardized production and set up a quality control system. To encourage export enterprises to obtain certification for
organic products that meet the requirements of import markets and other international certification, obtain registration of sanitation
and marks of place of origin, and establish records on the planting and breeding of agricultural products and traceable system of
their quality; to further perfect the inspection, testing and safety monitoring system of exported agricultural products, encourage
the inspection and testing organ to be granted National Accreditation for Laboratories, focus on tightening and bettering the inspection
and testing of advantageous agricultural products and pertinent input products of agriculture, accelerate the construction of agroecological
environment inspection and testing center and enhance the competitiveness of Chinese agricultural products in the international market.

III.

To optimize the structure of export commodities and establish a brand of agricultural products export, encourage enterprises to develop
the export of deeply-processed agricultural products and enhance the added value of agricultural products; to support enterprises
in the establishment of a brand of agricultural products export and give preferential assistance to such establishment; propel enterprises
to, by means of the mode of introducing advanced technology and fine variety from abroad and equally emphasize independent research
and development at home, develop self-product of intellectual property rights, and increase core competitiveness; to actively boost
the mark registration system for place of origin of agricultural products and preferentially exempt agricultural products from being
inspected, which are subject to the protection of origin place marks due to conformity with provisions on inspection exemption; to
offer convenient customs clearance service to export enterprises that enjoy the protection of origin place marks and have good reputation.

IV.

To cultivate a group of key enterprises of agricultural products export and fasten the construction of trade organization of agricultural
products, cultivate in the area of Chinese agricultural products with comparative advantages, a lot of enterprises of agricultural
products export which enjoy a relatively strong competitive edge in the world, large-scale export and good economical returns and
yield notable results in stimulating employment and income increase of farmers; to establish and improve trade organizations and
commodity associations by selecting key exported products like aquatic and ocean products, poultry and meat, vegetables and fruits
so as to response to the new situation of the international trade of agricultural products; give support to the setting up of trade
organizations of agricultural products export with their own characteristics in various regions; propel enterprises to incorporate
trade organization on a voluntary basis and to conduct self-management, self-service and self-supervision; to bring trade organization
into full play, enhance the level of trade organization, regulate the export order of agricultural products and actively deal with
international trade disputes.

To explore internal markets with great exertion and strengthen the promotion of agricultural products export, gradually adjust the
market structure of the export of agricultural products and establish a market system of the export of global agricultural products,
which is characterized by “market diversification”; to actively explore new markets in Europe, middle east and CIS countries, vigorously
develop the markets in Latin America, Africa and Oceania, encourage enterprises of agricultural products to conduct international
marketing, and carry out activities on introduction of agricultural products; to preferentially support enterprises of agricultural
products export to participate in Internal Professional Exhibitions and promotional activities of new markets and new products with
funds of middle and small sized enterprises for exploring international market; to strengthen the technology exchange and cooperation
between related international organizations of certification and accreditation, propel the accreditation conducted by counties each
other through the world for Chinese agricultural products and food, give support to domestic accreditation organs to carry out accreditation
conforming to the requirements of import markets; draw upon foreign advanced experience, raise the lever of information service,
effectively integrate information resource, accelerate the development of public information products, provide enterprises of agricultural
products export with such various information as foreign market, commodities, technology standards and trade policies, give assistance
to the said enterprises in the exploration of international market.

VI.

To improve and promote the political system for agricultural products export. To implement the spirit of Central Committee Document
No. 1 concerning the expansion of advantageous products export, further perfect and promote the requirements of policies and measures
for the export of agricultural products in China, as well as establish, improve and boost the package policies and measures with
respect of agricultural products export, and to actively give credit aid to enterprises of agricultural products export that satisfy
the requirements for being provided with credit. Taxation authorities shall conscientiously carry out the decision of the State Council
on No New Outstanding Accounts for Export Tax Refunds, and in time examine and approve the tax refunds on exported agricultural products;
to utilize funds special for the promotion of agricultural products export, which have been set aside in the foreign trade development
funds of the Central Government and preferentially support agricultural products export with the funds for the exploration of international
markets for medium and small sized enterprises at the same time. To actively formulate related support policies and give assistance
to enterprises of agricultural products export and lend an impetus to the export of advantageous agricultural products in various
regions. To strengthen the supervision over funds and raise the efficiency for using such funds by taking effective steps. And to
go a step further in intensifying the coordination and cooperation among departments so as to form joint forces for the promotion
of agricultural products export together.

VII.

To improve the system of agricultural products export credit insurance and increase the risk prevention capacity of enterprises dealing
with agricultural products export. To strengthen the intensity of publicity for agricultural products export credit insurance, as
well as research and develop new categories of the said credit insurance according to the characteristics and requirements of agricultural
products export; to raise the rate of support given by the State for premium of agricultural products export credit insurance, concretely
speaking, in western areas to raise such rate to 50% and 40% within other regions for enterprises that are insured against short-term
export credit insurance for agricultural products; to popularize with great exertion the export credit insurance, encourage enterprises
dealing with agricultural products export to participate in export credit insurance and raise the level of risk management.

Departments of commerce, finance, agriculture, banking, taxation as well as inspection and quarantine at various levels shall carefully
implement the spirit of Third Plenary Session of the Sixteenth Central Committee and carry out all the requirements and measures
laid down in the Central Committee Document No.1, all sorts of wiles and methods to soundly deal with the export of agricultural
products by unifying their respective thoughts, cooperating one another closely, and keeping forging ahead in an innovative way so
as to make new contributions to the solution to problems concerning “agriculture, countryside and farmers”.

Ministry of Commerce, Ministry of Finance, Ministry of Agriculture, People’s Bank of China, State Administration of
Taxation, General Administration of Quality Supervision, Inspection and Quarantine, Certification and Accreditation Administration
2004-10-18

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