INTERIM MEASURES FOR THE ADMINISTRATION OF BONDS OF SECURITIES COMPANIES

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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

DETAILED RULES FOR IMPLEMENTATION OF IMPORT TARIFF QUOTA OF WOOL AND WOOL TOPS IN 2005

Ministry of Commerce

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

No. 61

Detailed Rules for Implementation of Import Tariff Quota of Wool and Wool Tops in 2005 were formulated in accordance with Interim
Measures on Management of Import Tariff Quota of Agricultural Products (Decree No. 4, 2003 of Ministry of Commerce and State Development
and Reform Commission) and are hereby announced.

Ministry of Commerce

September 29, 2004

Detailed Rules for Implementation of Import Tariff Quota of Wool and Wool Tops in 2005

Article 1

For the purposes of managing import tariff quota of wool and wool tops the present rules are formulated in accordance with Interim
Measures on Management of Import Tariff Quota of Agricultural Products (Decree No. 4, 2003 of Ministry of Commerce and State Development
and Reform Commission).

Article 2

Import tariff quota of wool in 2005 is 287 thousand ton and that of wool tops is 80 thousand ton.

Article 3

All wool and wool tops imported in the mode of trade are brought into management of import tariff quota.

Article 4

The allocation of wool and wool tops in 2005 is carried out in order of arrival. The applicants should apply for import tariff quota
of wool or wool tops by import contract of wool or wool tops, or by Processing Trade Approval Certificate and related materials.
Ministry of Commerce should, through the authorized organs, distribute Import Tariff Quota Certificate of Agricultural Products for
the applicants who meet the requirements in the principle of first coming, first serving. When the accumulated quantity allotted
totals tariff quota of 2005, the application will not be accepted.

Article 5

Application Requirements

The applicants should register in industrial and commercial administrations for the record before January 1, 2005 and pass annual
examination of industrial and commercial administration;

No record of violation of import provisions in terms of customs, industry and commerce; taxation, quality inspection and foreign exchange;
and

No violation of Interim Measures on Management of Import Tariff Quota of Agricultural Products and Rules for Implementation of Import
Tariff Quota of Wool and Wool Tops in 2004 issued by Ministry of Commerce and State Development and Reform Commission.

Article 6

Quota applicants should submit their applications to authorization organs authorized by Ministry of Commerce in the enterprises’ registration
area in the principle of possession management by import contract of wool and wool tops (processing enterprises should also provide
Approval Certificate of Processing Trade). The applicants should fill in Application Form of Import Tariff Quota of Wool and Wool
tops (see Appendix) and provide above related materials.

Article 7

Quota applicants may obtain Application Form of Import Tariff Quota of Wool and Wool tops in the organs authorized by Ministry of
Commerce or download (copy) it from https://www.mofcom.gov.cn/.

Article 8

Quota applicants may apply for tariff quota repeatedly in Gregorian calendar annual year, but must abide by:

The applicants may apply for 300 ton wool or wool tops if they have real achievements in import of wool or wool tops in 2004, their
accumulated applied quantity of quota (excluding the import of processing trade, the same below) does not exceed the actual import
quantity of 2004 (calculated according to the accumulated quantity in Import Tariff Quota Certificate of Agricultural Products sealed
by the customs and received by original certificate-issuing organs), among them the actual import quantity in 2004 is less than 300
ton; and

As for the applicants who have no real import achievements in 2004, their accumulated applied quantity before September 30, 2005 should
not exceed 300 ton.

Article 9

After September 30 the end-users who obtained quota may keep on applying for import quota if they fulfill the import quantity stipulated
in Article 8 (calculated according to the accumulated quantity in Import Tariff Quota Certificate of Agricultural Products sealed
by the customs and received by the original certificate-issuing organs).

Article 10

If the application satisfies the provisions of Article 5 , 8 and 9, the organs authorized by the Ministry of Commerce should make
a report through computer internet system of the Ministry of Commerce, and at the same time fax the enterprises’ application form
to the Ministry of Commerce after examining it and signing name on it. The order of the application should base on the network terminal
show managed by the Ministry of Commerce.

Article 11

Ministry of Commerce should inform the examination result to the authorization organs within 5 working days after the receipt of the
application and written fax through network.

Article 12

The organs authorized by Ministry of Commerce should distribute Import Tariff Quota Certificate of Agricultural Products to end-users
in accordance with the quantity approved by Ministry of Commerce within 5 working days after the receipt of approval notification.

Article 13

Import Tariff Quota Certificate of Agricultural Products is valid within 6 months as of the issuing day, but the time of efficacy
must not exceed December 31, 2005. The time of efficacy of Import Tariff Quota of Agricultural Products for processing trade must
not exceed the closing date of selling in return of finished export products as stipulated in Approval Certificate for Business of
Processing Trade.

Article 14

If the goods are shipped from the starting port before December 31, 2005 and arrive in the next year, the end-user needs to apply
for extension to the original certificate-issuing organ with shipping document. The date may not extend the end of February 2006.
If the goods belong to processing trade and the import of them have not been fulfilled or the import of all goods have not been fulfilled,
the end-user may obtain Import Tariff Quota Certificate of Agricultural Products of the next annual year for un-imported goods by
original Tariff Quota Certificate. But the period of validity in newly obtained Quota Certificate must not exceed the closing date
of selling in return of finished export products in original Approval Certificate for Business of Processing Trade.

Article 15

If the business of processing trade has any change or extension, a new Import Tariff Quota of Agricultural Certificate should be obtained
from original issuing organs on the strength of Change Certification of Approval Certificate of Processing Trade and Import Tariff
Quota of Agricultural Products. The period of validity may not exceed the time changed or limited in Change Certificate of Approval
Certificate of Processing Trade.

Article 16

If the end-users do not use Tariff Quota within the period of validity fixed in the Quota Certificate, they should return the original
Quota Certificate to the original certificate-issuing organ. Ministry of Commerce will recall the quota listed in Quota Certificate
and bring them into the tariff quota surplus volume of wool or wool tops.

Article 17

Anyone who forges a contract or materials to defraud Import Tariff Quota Certificate of Agricultural Products should be punished in
accordance with related provisions in Interim Measures for Administration of Import Tariff Quota of Agricultural Products.

Article 18

The end-users should submit the first page of Import Tariff Quota Certificate of Agricultural Products sealed by the customs (the
page with which the consignees go through the customs formalities) to the original certificate-issuing organ within 20 working days
after going through the customs formalities.

Article 19

The interpretation of the present Rules shall be vested in the Ministry of Commerce.

Appendix: Application Form of Import Tariff Quota of Wool or Wool Tops(omitted).

Ministry of Commerce
2004-09-29

CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON THE EXEMPTION FROM BUSINESS TAX FOR REFUNDABLE LIFE INSURANCE WITH A TERM MORE THAN ONE YEAR SOLD BY THE GENERALI CHINA LIFE INSURANCE COMPANY LIMITED

Circular of the State Administration of Taxation on the Exemption from Business Tax for Refundable Life Insurance with a Term more
than One Year Sold by the GeneralI China Life Insurance Company Limited

Guo Shui Han [2004] No. 1164

Taxation bureaus of provinces, autonomous regions, municipalities directly under the Central Government and cities specifically designated
in the state plan:

According to the relevant provisions of Circular of Ministry of Finance and the Ministry of Taxation on Tax Exemption for Certain
Products (caishui [1994]No. 002) and Circular on Issues Concerning the Exemption from Business tax for Returnable Life Insurance
(caishui [2001]No.118), upon deliberation, the exemption from business tax for the following insurance products that are sold by
GeneralI China Life Insurance co., ltd and meet tax exemption requirements is permitted.

GC happy endowment insurance

GC prosperous endowment insurance

GC safe endowment insurance(participating with dividend)

GC AP safe accident indemnity insurance

GC copious endowment insurance

GC happy comprehensive major medical insurance(version A)

GC AP happy comprehensive major medical insurance(version A)

GC happy comprehensive major medical insurance(version B)

GC AP happy comprehensive medical insurance(version B)

10.

GC financial planning investment-linked insurance

11.

GC beneficial financial planning investment-linked insurance

12.

GC lucky financial planning(investment-linked)

13.

GC investment-linked AP major illness insurance

14.

GC investment-linked AP female health insurance

15.

GC investment-linked AP mother health insurance

16.

GC investment-linked AP spouse term life insurance

17.

GC investment-linked AP spouse major illness insurance

18.

GC investment-linked AP female spouse health insurance

19.

GC investment-linked female spouse mother health insurance

20.

GC investment-linked AP accident hospital indemnity medical insurance

21.

GC investment-linked hospital indemnity medical insurance

The State Administration of Taxation

October 18, 2004

the State Administration of Taxation
2004-10-18

INTERIM MEASURES FOR THE ADMINISTRATION OF SUBORDINATED TERM DEBTS OF INSURANCE COMPANIES

China Insurance Regulatory Commission

Order of China Insurance Regulatory Commission

No.10

The Interim Measures for the Administration of Subordinated Term Debts of Insurance Companies, deliberated and adopted at the office
meeting of the chairman of China Insurance Regulatory Commission on September 20, 2004, are hereby promulgated and shall come into
force as of the date of promulgation.

Chairman of China Insurance Regulatory Commission Wu Dingfu

September 29, 2004

Interim Measures for the Administration of Subordinated Term Debts of Insurance Companies

Chapter I General Provisions

Article 1

With the view of regulating acts of insurance companies for their directional collection, transfer and repayment of principals and
interests of subordinated term debts (hereinafter referred to as “subordinated debts”) as well as information disclosure, and ensuring
the solvency of insurance companies, the present Measures are formulated pursuant to the Company Law of the People’s Republic of
China, the Insurance Law of the People’s Republic of China and the relevant laws and administrative regulations. .

Article 2

The “insurance companies” as mentioned in the present Measures shall refer to the Chinese funded insurance companies, Sino-foreign
joint venture insurance companies and solely foreign owned insurance companies established within the territory of China according
to the Chinese law.

Article 3

The “subordinated debts of an insurance company” as mentioned in the present Measures shall refer to the debts of an insurance company,
which are collected directionally by the insurance company upon approval and whose time limit is five years or more. The repayment
order of the principal and interests of subordinated debts is ranked after the liabilities in the insurance policy and other liabilities
and before the share right capital of the insurance company.

Article 4

China Insurance Regulatory Commission (hereinafter referred to as the CIRC) shall according to law make supervision and administration
on such acts of an insurance company as its directional collection, transfer, repayment of principals and interests of subordinated
debts and information disclosure.

Article 5

The insurance company that collects subordinated debts directionally (hereinafter referred to as the “raiser”) shall do management
steadily to improve the solvency and protect the lawful rights and interests of the creditors of subordinated debts.

Chapter II Directional Collection

Article 6

When collecting subordinated debts directionally, an insurance company shall meet the conditions of the present Measures and report
to the CIRC for examination and approval.

Article 7

When applying for directional collection of subordinated debts, an insurance company shall meet the following requirements:

The audited net assets at the end of the latest year shall be not lower than 500 million Yuan;

After collection, the accumulated amount of unpaid principals and interests of subordinated debts shall not exceed the un-audited
net assets of the insurance company at the end of the latest year;

The company has good corporate governance structure;

The internal control system of the company is perfect and can be kept to strictly;

The assets of the company are not impropriated by any natural person, juridical person or other organization and affiliated party
that has actual control rights;

The company has no acts in violation of laws and regulations in the last two years; and

Other conditions as prescribed by the CIRC.

Article 8

The subordinated debts of an insurance company shall be collected directionally from qualified investors.

The “qualified investor” shall refer to the investor who has independent analysis capability and risk tolerance capability of purchasing
subordinated debts, including domestic legal persons and overseas investors but excluding:

Company under the control of a raiser; and

Company under the control of the same third party with the raiser.

Article 9

The subordinated debts held by a single shareholder of the raiser and the controlling party of the shareholder shall not exceed 10%
of the amount of collection in a single time or 10% of the accumulated amount, and the held proportion of the amount of collection
for a single time or of the accumulated amount shall not be the highest. The accumulated subordinated debts held by all the shareholders
of the raiser and the controlling party of all the shareholders shall not exceed 20% of the amount of collection for a single time
or 20% of the accumulated amount of collection.

The proportions of subordinated debts mutually held by any insurance company that has the qualification of a qualified investor and
any insurance capital management company shall accord with the relevant provisions of the CIRC.

Article 10

The capital obtained by an insurance company from collection of subordinated debts may be reckoned in the attached capital, but shall
not be used to make up the daily management loss of the insurance company.

The amount of subordinated debts that may be reckoned in the attached capital as determined by an insurance company shall accord to
the relevant provisions on rules for compilation of solvency reports as promulgated by the CIRC.

Article 11

The raiser shall retain law firms to issue legal opinions on the collection of subordinated debts of the current time.

The legal opinions shall clearly state opinions on the legitimacy and compliance of such matters as the collection conditions, collection
plans, collection clauses, credit rating and etc.. The law firm shall issue legal opinions objectively and fairly and undertake the
corresponding liability.

Article 12

The raiser may retain credit rating institutions to make credit rating on the subordinated debts of the current time.

The credit rating institution shall issue the relevant report documents objectively and fairly and undertake the corresponding liability.

Article 13

The raiser may collect subordinated debts itself or by entrusting it to an institution that has qualification for undertaking securities
underwriting business.

Article 14

The board of directors of an insurance company shall make plans for the collection of subordinated debts. And in the shareholders’
meeting special resolution on the following matters concerned shall be made:

The scale, time limit, interest rate and objects of collection;

The purpose of the fund collected;

The period of validity of the resolution on the collection of subordinated debts; and

Other important matters related to the collection of the subordinated debts of the current time.

Article 15

When applying for collection of subordinated debts, the insurance company shall submit the following documents to the CIRC:

The application report for collection of subordinated debts;

The special resolution of the shareholders’ meeting on the collection of subordinated debts of the current time;

The feasibility study report;

The feasibility study report shall include the following contents:

(1)

The analysis on the cost and benefit of the subordinated debts (the scale and time limit of the fund collected, pricing of the debts
and cost analysis, the use of the fund collected, the prediction of income, influence to the solvency, etc.); and

(2)

The confirmation of the targeted creditor and its/his status.

The prospectus of collection;

The text of the agreement or contract of the subordinated debts and the legal opinions thereof;

The annual financial reports after audit and the solvency reports of the company in the past three years and the financial reports
and the solvency reports at the end of the latest quarter;

The total amount of unpaid subordinated debts that have been collected and the use circumstance of the fund collected;

The subordinated debts management plan made by the raiser;

Other important contracts related to the collection of the subordinated debts; and

10.

Other materials that shall be provided as required by the CIRC.

Where an insurance company has made credit rating on the subordinated debts collected at the current time, it shall also submit the
credit rating report of the subordinated debts.

Article 16

The raiser shall report the collection conditions to the CIRC within 10 workdays after the end of the collection of the subordinated
debts and submit the photocopy of the subordinated debt contract concluded with the creditors of the subordinated debts to the CIRC.

Article 17

No subordinated debts may be redeemed ahead of schedule except otherwise specified by the CIRC.

Chapter III Repayment of Debts

Article 18

Only when it can ensure that the solvency adequacy ratio after repayment of the principals and interests shall be not less than 100%,
the insurance company may repay the principals and interests of any subordinated debts.

Article 19

In case it is necessity to postpone any subordinated debts, the raiser shall put forward a proposal on the time limit for the deferment,
adjustment of interest rate and etc. and win consent of the creditor of the subordinated debts.

The raiser shall report the deferment circumstance to the CIRC within 5 workdays after signing deferment agreement with the creditor
of the subordinated debts and submit the photocopy of the text of the relevant contracts to the CIRC.

Article 20

The raiser shall manage the funds of subordinated debts collection in a special account and use the funds collected strictly pursuant
to the purpose of the funds collected in the feasibility study report and the subordinated debt management plan.

Article 21

No raisers may distribute profits to any shareholder during the period that it/he fails to repay the principals and interests of the
subordinated debts on schedule.

Chapter IV Information Disclosure

Article 22

The contents and the making and promulgation of such information disclosure documents as the subordinated debts prospectuses, special
topic financial reports and notices of major matters concerned and etc. shall comply with the relevant provisions of the CIRC.

Article 23

The insurance company shall make prospectus and other information disclosure documents according to the relevant provisions of the
CIRC for collection of subordinated debts and ensure that all the information that has substantial influence to the collection objects
is disclosed truthfully, accurately, completely and timely. But no information may be published in the media openly or in disguised
forms.

No raisers or relevant parties concerned may mislead any investor in any way to purchase any subordinated debts.

Article 24

The raiser shall give indication to the investor in the eye-catching place of the prospectus that: “When purchasing the current subordinated
term debts, the investor shall carefully read the prospectus and the relevant information disclosure documents and make independent
investment judgment. The approval of China Insurance Regulatory Commission for the collection of the current subordinated term debts
neither indicates that it has made any appraisal on the investment value of the current debts, nor does it indicate that it has made
any judgment on the investment risk of the current debts”.

Article 25

The raiser shall clarify in the collection clause of the prospectus the following promises:

Only when the raiser can ensure that the solvency adequacy ratio be not less than 100% after such repayment, it can repay the principals
and interests of the subordinated debts;

If the raiser isn’t capable of paying interests or repaying principals on time, the creditor does not have the right to apply to the
court for implementation of bankruptcy and repayment to the raiser; and

After the raiser enters into the bankruptcy liquidating procedures according to law, the order of repayment of the principals and
interests of the subordinated debts shall be ranked after all the non-subordinated debts.

Article 26

The collection clause in the prospectus of collection shall be concrete and clear, and shall fully disclose the provisions to the
investors on the collection, redemption, deferment of the subordinated debts and the repayment of principals and interests of the
present Measures and specify the rights and obligations of both parties of the subordinated debts. The contents of the stipulated
clauses may not violate laws, administrative regulations and the mandatory provisions of the CIRC.

The prospectus of collection shall at least include the following contents:

The scale, time limit (starting time and termination time), interest rate and objects of the collection of the subordinated debts;

The purpose of the fund collected;

The legal conditions, time, procedures and ways for repayment of principals and interests;

The transfer and redemption ahead of schedule of the subordinated debts;

The liability of the raiser and the creditor of the subordinated debts result from their breach of contract; and

Intermediary institutions and their liability.

Where any raiser has made credit rating on the collection of the current subordinated debts, such contents as the credit rating reports
and arrangement for follow-up rating shall also be included in the prospectus.

Article 27

During the period of existence and extension of the subordinated debts, the raiser shall disclose the subject financial reports of
the subordinated debts in the previous year to the creditor of the subordinated debts within 4 months after the end of each fiscal
year. The report shall at least include the following contents:

The audited financial statements;

The audited solvency quotas statement, the computation sheet for the minimum solvency quotas, the recognized assets statement and
the recognized liabilities statement;

The payment of the principals and interests of the debts;

The purpose of the fund collected;

The items such as major investment and associated transactions that influence the repayment of the principals and interests of the
subordinated debts; and

Other information that has great influence on the creditor of the subordinated debts.

Where the raiser has made follow-up rating, the circumstances of follow-up rating shall also be included.

Article 28

In case any of the following circumstances happens to a raiser, the creditor of the subordinated debts shall be notified in time:

There occurs a great unfavorable alteration in its solvency status;

It is estimated that it is difficult to repay the interests or principal of the due subordinated debts;

Signing of guaranty contracts and other important contracts that may have great influence on the repayment of principals and interests
of the subordinated debts;

Happening with great losses or being suffered with great losses exceeding more than 10% of the net assets;

Happening with major arbitration and litigation;

Decreasing of capital, merging, dividing, dissolving and applying for bankruptcy; or

Planning to make major reorganization of debts.

Chapter V Supervision and Administration

Article 29

For any insurance company that violates the provisions of the present Measures, the CIRC may charge it to make correction within a
prescribed time limit or take the following supervision measures according to circumstances:

To charge the company to dismiss and replace the senior managers of the insurance company who are directly liable and other directly
liable personnel;

Not to accept the application of insurance companies for the collection of subordinated debts any longer within three years;

To suspend the determination of the amount of subordinated debts that may be reckoned in the attached capital of the insurance company;
and

To form the rectification organization according to law to make rectification on insurance companies.

Article 30

Where any insurance company violates the provisions of the present Measures, impairs public interests and may seriously endanger or
has endangered its solvency, the CIRC may take over the insurance company according to law.

Article 31

Where any insurance company and its senior managers directly liable and other directly liable personnel violate the provisions of
the present Measures, the CIRC shall give them warnings, impose a fine of 5,000 Yuan up to 30,000 Yuan singly or concurrently. If
any of them is suspected of committing a crime, it/he shall be transferred to the judicial department and subject to criminal liability
according to law.

Chapter VI Supplementary Provisions

Article 32

The power to interpret and revise the present Measures shall remain with the CIRC.

Article 33

The present Measures shall come into force as of the date of promulgation.

China Insurance Regulatory Commission
2004-09-29

CIRCULAR OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE ON STRENGTHENING THE SUPERVISION OVER VERIFICATION AND WRITING-OFF OF THE EXPORT PROCEEDS IN FOREIGN EXCHANGE

State Administration of Foreign Exchange

Circular of the State Administration of Foreign Exchange on Strengthening the Supervision over Verification and Writing-off of the
Export Proceeds in Foreign Exchange

Hui Fa [2004] No. 98

September 30, 2004

To the branch offices of the State Administration of Foreign Exchange and the departments for foreign exchange control of various
provinces, autonomous regions and municipalities directly under the Central Government, and the branch offices of the State Administration
of Foreign Exchange of municipalities of Shenzhen, Dalian, Qingdao, Xiamen and Ningbo; and to the various designated foreign exchange
banks with Chinese investment:

Recently some local branch offices have in succession reported the acts of some enterprises’re-selling instruments for verification
and writing-off of the export proceeds in foreign exchange within their jurisdiction. Moreover, departments concerned reported to
the State Council that some people in Zhejiang, Jiangxi and Sichuan were defrauding the State of the refunded tax in the name of
earning foreign exchange through exports by acquiring a lot of dollars and then depositing such dollars into accounts of export enterprises.
In view of these circumstances, related leaders of the State Council have given an official reply of great importance, requiring
relevant departments to promptly conduct investigation together and improve the administration. Therefore, the State Administration
of Foreign Exchange hereby notify related matters on further strengthening the supervision over the verification and writing-off
of export proceeds in foreign exchange as follows:

On the precondition of continuous support to trade facilitation, the administration of the issuance of instruments for verification
and writing- off of the export proceeds in foreign exchange shall be strengthened in strict accordance with related provisions of
the Implementation of the Measures for the Administration of Verification and Writing-off of the Export Proceeds in foreign Exchange,
especially to focus on the supervision over export enterprises that collect the said instruments in a large quantity and quite frequently,
and to trace and urge such enterprises to deal with verification and writing-off of export proceeds in foreign exchange in time.
Local branch offices of the State Administration of Foreign Exchange shall be on the alert, in time report abnormalities during the
collection of the said instruments by export enterprises, conduct investigation and verification thereafter and take steps to handle
the problems that are found in violation of provisions, if any.

Local branch offices of the State Administration of Foreign Exchange shall take one step ahead in strengthening the administration
of export items that require settlement with foreign currency notes by urging banks to handle the formalities of exchange settlement
and entry into account in terms of exchange collection under export items in strict compliance with Article 27 of the Rules for
the Implementation of the Measures for the Administration of Verification and Writing-off of the Export Proceeds in foreign Exchange..
Should exchange settlement or entry into account be prohibited to be effected by foreign currency notes according to provisions,
no banks may issue coupons special for verification and writing-off of the export proceeds in foreign exchange to export enterprises
for handling formalities of verification and writing-off of the export proceeds in foreign exchange.

Personnel at the counter of branch offices of the State Administration of Foreign Exchange shall, upon handling the formalities of
verification and writing-off of the export proceeds in foreign exchange for export enterprises, strictly observe related internal
control system and deal with businesses according to specified procedure; shall pay attention to examine with due care the pertinent
certificates submitted by export enterprises so as to ensure the truthfulness and completeness of instruments for verification and
writing-off, and conduct data post record by hand according to provisions as well as review such data.

Branch offices of the State Administration of Foreign Exchange of all localities shall, under the leadership of the People’s Banks
in places where such offices are located, consciously and initiatively strengthen the inspection and supervision over the compliance
of business concerning verification and writing-off of the export proceeds in foreign exchange, which is handled inside such offices,
and shall, according to internal control system, organize to well conduct spot check and audit after verifying and canceling counter
service, establish and improve internal audit system and carry out supervision over verification and writing-off in strict accordance
with the relevant provisions laid down in the Measures for the Administration of Verification and Writing-off of the Export proceeds
in foreign exchange. In case of many failings in the administration as a result of non-compliance with provisions, personnel responsible
therefor shall be investigated subject to related provisions.

Branch offices of the State Administration of Foreign Exchange of all localities shall issue coupons special for tax refund on the
verification and writing-off of the export proceeds in foreign exchange, actively carry out close cooperation with the Customs and
tax authorities in plugging up loopholes of verification and writing-off of the export proceeds in foreign exchange and tax refund.

Local branch offices of the State Administration of Foreign Exchange of all localities shall, upon the receipt of this Circular, transmit
it to sub-braches in areas under their jurisdiction, carefully organize and implement it and promptly report to the State Administration
of Foreign Exchange any new situation or problem occurred in the verification and writing-off of the export proceeds in foreign exchange
within the aforesaid areas.

State Administration of Foreign Exchange
2004-09-30

CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON RELEVANT ISSUES CONCERNING STRENGTHENING VALUE-ADDED TAX ADMINISTRATION ON THE EXTENDED VALUE-ADDED TAX CREDIT SCOPE IN THE NORTHEAST REGION

State Administration of Taxation

Circular of the State Administration of Taxation on Relevant Issues concerning Strengthening Value-added Tax Administration on the
Extended Value-added Tax Credit Scope in the Northeast Region

Guo Shui Han [2004] No.1111

Bureaus of State Taxes in Provinces of Heilongjiang, Jilin and Liaoning, and Dalian City:

In order to strengthen the value-added tax (VAT) administration on the extended scope for input VAT credit for some industries in
the Northeast region, a circular is hereby given on relevant issues:

The taxation authorities in charge shall, strictly in accordance with the spirit in Circular of the Ministry of Finance and the State
Administration of Taxation on the Printing and Distribution of the Provisions on Several Issues concerning Extending Value-added
Tax Credit Scope in Northeast Region (Cai Shui Zi [2004] No.156 (hereafter referred to as the Provisions)), further determine the
VAT general taxpayers (hereafter referred to as the taxpayer) subject to the extended VAT credit scope, and distribute the names
of taxpayers to all the service points; and the working staffs in each service point, when handling a tax declaration of a taxpayer,
shall ascertain whether it is subject to the extended credit scope.

II.

The taxation authorities in charge shall, strictly in accordance with the spirit in the Provisions, examine earnestly the purchase
and use of the fixed assets on which an ascertained taxpayer applies for an input VAT credit. Where the fixed assets purchased by
a taxpayer is used beyond the pilot industries in the Northeast region (including its branches established without the territory
of the Northeast region), its input VAT shall not be credited.

III.

The taxation authorities in charge shall examine the special invoice and the real object of the fixed assets on which a taxpayer applies
for an input VAT credit.

Do well the work of distinguishing the special invoice and other documents for tax credit. A tracking administration shall be exerted
on the information on the special invoice of the fixed assets on which a taxpayer applies for an input VAT credit, and the taxation
authorities in charge shall pay timely attention to the distinguishing of relevant VAT special invoices, the tax payment certificates
issued by the customs authorities, transportation invoices, invoices issued by the taxation authorities, and treat the detected problems
in accordance with the relevant provisions.

Examine earnestly the coherence between the special invoice and other documents for tax credit and the real object of the fixed assets.
With regard to the fixed assets on which a taxpayer applies for an input VAT credit, the taxation authorities in charge shall check
the account book for the fixed assets, and conduct an on-scene inspection in the manufacturing and business site of the taxpayer
hereof. The coherence between the real object of the fixed assets and the special invoice shall be checked, and the input VAT shall
not be credited in case that there is no such a real object or incoherence between the special invoice and the real object of the
fixed assets.

IV.

Where a taxpayer acquires a plain invoice through the purchase of fixed assets within the period of from July 1, 2004 to September
30, 2004, he/she, when requesting a VAT special invoice from the supplier, shall return the plain invoice hereof. And the supplier,
when issuing a VAT special invoice, shall ascertain that the purchaser’s name and the name of the goods are coherent with those in
the plain invoice hereof, and that the sales amount and the output tax are coherent with those in the plain invoice hereof.

A supplier, when going through the formalities of tax declaration, shall offer the original copy of the returned and invalided plain
invoice, otherwise, the declared output tax shall not be credited.

State Administration of Taxation

September 30, 2004

State Administration of Taxation
2004-09-30

PROVISIONS ON THE EXAMINATION AND APPROVAL OF INVESTMENT TO RUN ENTERPRISES ABROAD

Ministry of Commerce

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

No. 16

The Provisions on the Examination and Approval of Investment to Run Enterprises Abroad, was adopted at the 11th executive meeting
of the Ministry of Commerce on September 23rd, 2004, is hereby promulgated and shall be implemented as of the promulgation date.

Bo Xilai, Minister of the Ministry of Commerce

October 1st, 2004

Provisions on the Examination and Approval of Investment to Run Enterprises Abroad

Article 1

With a view to promoting the development of overseas development, the present Provisions are formulated pursuant to the Administrative
License Law of the People’s Republic of China, the Decision of the State Council about Setting Administrative Licensing for the Administrative
Examination and Approval Items Necessary to Be Preserved and other pertinent provisions.

Article 2

The state shall help and encourage relatively competitive enterprises with various forms of ownership to invest to run enterprises
abroad.

Article 3

The term of “to invest to run enterprises” refers to the operational acts of the enterprises of China such as establishing enterprises
abroad or acquiring the ownership, managerial right or any other right and interest of the existing enterprises by way of establishing
(solely-funded, equity joint or contractual joint ventures), purchasing, merging, holding shares, injecting fund, changing stock
rights, etc.

Article 4

Domestic enterprises (excluding the financial enterprises) to invest to run enterprises abroad shall be subject to the examination
and approval of the Ministry of Commerce. The Ministry of Commerce shall authorize the commerce administrative departments of the
people’s governments of all provinces, autonomous regions, municipalities directly under the Central Government and cities under
separate state planning (hereinafter referred to as “the provincial commerce administrative departments”) to handle the matters pertaining
to the examination and approval of the enterprises other than the enterprises directly under the Central Government to run enterprises
in the countries as listed in the annex.

The Ministry of Commerce shall in time adjust the countries as listed in the Annex in accordance with circumstances and promulgate
them.

Article 5

With respect to the domestic enterprises that intend to invest to run enterprises abroad, the Ministry of Commerce and the provincial
commerce administrative departments shall examine and approve them by taking the following aspects into consideration:

(1)

The investment environment of different countries (regions);

(2)

The status of safety of different countries (regions);

(3)

The political and economic relationship between the investment destination countries (regions) and China;

(4)

The policies for guiding investment abroad;

(5)

The reasonable distribution in different countries (regions);

(6)

The obligations in relevant international treaties; and

(7)

Safeguarding the legitimate rights and interests of enterprises.

A domestic enterprise itself shall be responsible for whether it is economically or technically feasible to invest to run an enterprise
abroad.

Article 6

A domestic enterprise shall not be allowed to invest to run enterprises abroad if:

(1)

it impairs the state sovereignty, security and public interests;

(2)

it violates any law, regulation or policy of the state;

(3)

it is likely to cause the Chinese Government to break any international treaty she has concluded;

(4)

involves any technology or goods prohibited from exporting by China;

(5)

the political situation of the investment destination country is turbulent and there is serious safety problem;

(6)

it is contradictory to the laws, regulations or customs of the investment destination country or region; or

(7)

it is employed for committing transnational crimes.

Article 7

Examination and Approval Procedures

(1)

The enterprises directly under the Central Government shall directly file an application to the Ministry of Commerce, while other
enterprises shall file an application to the provincial commerce administrative departments.

(2)

After the Ministry of Commerce or a provincial commerce administrative department receives the application materials of an applicant,
with respect to the application materials that are incomplete or are inconsistent with the statutory form, it shall, within 5 working
days, notify the applicant of the to-be-supplemented items once and for all; if it fails to do so, it shall be deemed to have accepted
them as of the day when it receives them. As for the application materials that are complete and consistent with the statutory forms
or that have been supplemented by the applicant in light of the relevant requirements, it shall accept them.

(3)

A provincial commerce administrative department shall solicit the opinions of China’s economic and commercial counselor’s office of
the embassy (consulate) to that country (or region). An enterprise directly under the Central Government shall directly consult the
opinions of China’s economic and commercial counselor’s office of the embassy (consulate) to that country or region. The economic
and commercial counselor’s office of the embassy (consulate) to the foreign country (region) shall make a reply within 5 working
days after it receives a letter for soliciting opinions.

(4)

The provincial commerce administrative department shall, in accordance with the authorized power, decide whether to approve or not
within 15 working days as of the acceptance date; if there is necessity to report to the Ministry of Commerce for approval, it shall
conduct preliminary examination within 5 working days as of the acceptance day, and after approving, it shall report to the Ministry
of Commerce.

(5)

The Ministry of Commerce shall decide whether to approve or not within 15 working days as of the acceptance date.

(6)

Where the Ministry of Commerce or the provincial commerce administrative department approves, it shall, in writing, issue an approval
decision; if it doesn’t approve, it shall issue a decision of disapproval.

Article 8

Application Materials

(1)

The application materials to be submitted by an enterprise cover:

(a)

an application (mainly including the name, registered capital, amount of investment, business scope, business period, form of organization
and organizational structure, etc., of the enterprise to be launched);

(b)

the Articles of Association of the enterprise abroad and pertinent agreement or contract;

(c)

the opinions issued by the foreign exchange administrative department about the examination over the source of foreign exchange fund
to invest abroad (having to purchase foreign exchange or remit abroad foreign exchange from China);

(d)

the business license of the domestic enterprise and other relevant qualification certifications as required by the laws and regulations;
and

(e)

other documents as required by the laws, regulations, and decisions of the State Council.

(2)

The materials which the provincial commerce administrative departments shall submit to the Ministry of Commerce cover:

(a)

the preliminary examination opinions of this department;

(b)

the opinions of the economic and commercial counselor’s office of the embassy (consulate) of China;

(c)

the complete application materials submitted by the enterprise.

Article 9

After the application of an enterprise directly under the Central Government is approved, the Ministry of Commerce shall issue an
Approval Certificate of the People’s Republic of China to Invest Abroad (hereinafter referred to as the Approval Certificate) to
the applicant. With respect to an enterprise not directly under the Central Government, the provincial commerce administrative department
shall issue an Approval Certificate to it on behalf of the Ministry of Commerce.

A domestic enterprise shall go through the matters pertaining to foreign exchange, bank, customs, foreign affairs, etc. upon the strength
of the Approval Document.

Article 10

A domestic enterprise, which has obtained an approval, shall submit the statistical materials and accept the joint annual examination
on overseas investment and comprehensive performance evaluation of overseas investment. With regard to an enterprise invested abroad
upon approval, after it have been registered at the locality, it shall submit the registration documents to the Ministry of Commerce
for archival purpose and register in the economic and commercial counselor’s office of the embassy (consulate) of China.

Article 11

Where any of the items listed in Article 8 (1) of the present Provisions is modified, it shall be subject to the examination and
approval of the original approval organ.

Article 12

The foreign-funded enterprise to invest to run enterprises abroad shall observe relevant laws and regulations. They shall be subject
to the examination and approval of the provincial commerce administrative department or superior. Among the aforesaid foreign-funded
enterprises, those established upon approval of the Ministry of Commerce shall be subject to the examination and approval of the
Ministry of Commerce before they invest to run enterprises abroad, the others shall be subject to the examination and approval of
the provincial commerce administrative departments before they invest to run enterprises abroad. The specific requirements shall
be issued by the Ministry of Commerce in a separate document.

Article 13

The Ministry of Commerce will separately formulate measures concerning the e-government approaches such as on-line applications, and
the issuance of approval certificates.

Article 14

A provincial commerce administrative department shall not authorize its subordinate commerce administrative departments to handle
the matters pertaining to the examination and approval of the investments to run enterprises abroad, nor may it insert any approval
link, application material or approval content.

Article 15

A mainland enterprise to establish an enterprise in Hong Kong or Macao Special Administrative Region shall be subject to the examination
and approval under relevant provisions.

Article 16

Where any administrative measure promulgated prior to the present Provisions is inconsistent with the present Provisions, the latter
shall apply.

Article 17

The power to interpret the present Provisions shall remain with the Ministry of Commerce.

Article 18

The present Provisions shall be implemented as of the promulgation date.

Annex:The Names of the Countries in Which the Ministry of Commerce Authorize the Local Provincial Commerce Administrative Departments To
Handle the Matters pertaining to the Examination and Approval of the To-be-run Enterprises

Continent/Country

Asia (38)

Thailand

Kuweit

Sri Lanka

Maldives

Malaysia

Pakistan

Turkey

Mongolia

India

Nepal

Uzbekistan

Kyrghyz

Armenia

Philippines

Kazakhstan

South Korea

Turkmenistan

Vietnam

Laos

Tadzhikistan

the United Arab Emirates

Azerbaijani

Indonesia

the Sultanate of Oman

Israel

Saudi Arabia

Lebanon

Cambodia

Bangladesh

Syria

Yemen

Cartel

Bahrain

Iran

Negara Brunei Darussalam

Cyprus

Jordan

Burma

Europe (37)

Swede

Germany

France

Belgium

Luxemburg

Finland

Malta

Norway

Italy

Demark

Holland

Austria

Britain

Switzerland

Poland

Bulgaria

Hungary

Czech

Slovak

Portugal

Spain

Greece

Russia

Ukraine

Moldova

White Russia

Albania

Croatia

Esthonia

Slovenia

Lithuania

Iceland

Rumania

Yugoslavia

Macedonia

Bosnia and Herzegovina

Latvia

Africa (42)

Ghana

Egypt

Morocco

Mauritius

Zimbabwe

Zambia

Algeria

Gabon

Mali

Lybia

Angora

Cameroon

Nigeria

Sudan

Congo-kin

South Africa

Cape Verde

Ethiopia

Congo-Brazzaville

Botswana

Sierra Leone

Mozambique

Kenya

Djibouti

Benin

Uganda

Mauritania

Guinea

Guinea-Bissau

Madagascar

Central Africa

Tanzania

Togo

Lesotho

Eritrea

Cape Verde

Guinea Ecuatorial

Seychelles

Comorin

Liberia

Niger

Tunis

America (14)

Canada

Mexico

Brazil

Bolivia

Argentina

Uruguay

Ecuador

Chile

Peru

Jamaica

Cuba

Barbados

Trinidad and Tobago

Guyana

Oceania

Australia

New Zealand

Papua New Guinea

Fiji

Ministry of Commerce
2004-10-01

12Page 2 of 2

Felony

INTERIM PROVISIONS ON OPERATION QUALIFICATION ACCESS FOR MOVIE ENTERPRISES

MEASURES FOR ANNOUNCEMENT OF OUTSTANDING TAXES (FOR TRIAL IMPLEMENTATION)

INTERIM MEASURES FOR THE ADMINISTRATION OF BONDS OF SECURITIES COMPANIES

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

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

DETAILED RULES FOR IMPLEMENTATION OF IMPORT TARIFF QUOTA OF WOOL AND WOOL TOPS IN 2005

CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON THE EXEMPTION FROM BUSINESS TAX FOR REFUNDABLE LIFE INSURANCE WITH A TERM MORE THAN ONE YEAR SOLD BY THE GENERALI CHINA LIFE INSURANCE COMPANY LIMITED

INTERIM MEASURES FOR THE ADMINISTRATION OF SUBORDINATED TERM DEBTS OF INSURANCE COMPANIES

CIRCULAR OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE ON STRENGTHENING THE SUPERVISION OVER VERIFICATION AND WRITING-OFF OF THE EXPORT PROCEEDS IN FOREIGN EXCHANGE

CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON RELEVANT ISSUES CONCERNING STRENGTHENING VALUE-ADDED TAX ADMINISTRATION ON THE EXTENDED VALUE-ADDED TAX CREDIT SCOPE IN THE NORTHEAST REGION

PROVISIONS ON THE EXAMINATION AND APPROVAL OF INVESTMENT TO RUN ENTERPRISES ABROAD

CONSTITUTION ACT, 1982 – page 22

CONSTITUTION ACT, 1982 – page 21

CONSTITUTION ACT, 1982 – page 20

CONSTITUTION ACT, 1982 – page 19

CONSTITUTION ACT, 1982 – page 18

CONSTITUTION ACT, 1982 – page 17

CONSTITUTION ACT, 1982 – page 16

CONSTITUTION ACT, 1982 – page 12

CONSTITUTION ACT, 1982 – page 11

CONSTITUTION ACT, 1982 – page 10

CONSTITUTION ACT, 1982 – page 9

CONSTITUTION ACT, 1982 – page 8

CONSTITUTION ACT, 1982 – page 7