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CIRCULAR OF MINISTRY OF FINANCE AND THE STATE ADMINISTRATION OF TAXATION ON ABOLISHING TAXATION POLICIES RELATING TO STEELS PROCESSED AND EXPORTED FOR SPECIAL PURPOSE

Ministry of Finance, The State Administration of Taxation

Circular of Ministry of Finance and the State Administration of Taxation on Abolishing Taxation Policies relating to Steels Processed
and Exported for Special Purpose

Cai Shui [2005] No.105

To department (bureaus) of finance in all the provinces, autonomous regions, municipalities directly under the Central Government
and cities specifically designated in the state plan, State Administration of Taxation, financial bureau of Xinjiang Production and
Construction Corporations,

Upon the approval of the State Council, the existing taxation policies related to steels processed and exported for special purpose
shall be abolished, the related matters are hereby notified as follows:

I.

The documents listed below shall be abolished from the date of July 1, 2005,

1.

Circular on Tax-refund on Domestic Steel Sold in Tax-reserving Zones Replacing Imported Steel for Listed Enterprises (Cai Shui Zi
[1998] No.53);

2.

Complementary Circular on Modifying the Steel Producing Substitution Measures of Ministry of Finance, The state Economy and Trade
Commission, The State Administration of Taxation and The General Administration of Customs(Cai Shui Zi [1999] No.34);

3.

Circular on the Steel Producing Substitution Measures of The state Economy and Trade Commission, Ministry of Finance, The State Administration
of Taxation and The General Administration of Customs(MFOTEC Trade[1999] No.144);

4.

Circular on Distributing ‘The Detailed Implementing Rules on Modifying the Steel Producing Substitution Measures’ of The State Administration
of Taxation, The state Economy and Trade Commission, Ministry of Finance, The General Administration of Customs and State Administration
of Foreign Exchange (Guo Shui Fa [1999] No.68);

5.

Circular on Issues Relating to Adjusting the Steel Producing Substitution Measures of The state Economy and Trade Commission, Ministry
of Finance, The State Administration of Taxation and The General Administration of Customs(MFOTEC Trade[2002] No.381);

6.

Circular on Tax-refund on Steels Processed and Exported for Special Purpose for Listed Enterprises of Ministry of Finance and The
State Administration of Taxation (Cai Shui [2004] No.15);

7.

Circular on Issues Relating to Ensuring the List of Tax-refund on Steels Processed and Exported for Special Purpose Enterprises of
Ministry of Finance and Ministry of Business(Cai Shui [2004] No.102).

II.

Value-added tax shall be levied and invoice on value-added tax shall be issued on domestic steel sold by listed enterprises to the
processing and exporting enterprises producing exporting products for special purpose in accordance with law, and no offset shall
be available from the date on.

III.

The known plan for the duty exemption on processing and exporting steels for special purpose in 2005 shall be reissued after being
adjusted by The State Administration of Taxation. The steels processed and exported for special purpose listed in the adjusted plan
shall be sold within the date of June 30, 2005, and the supervision rules on steel producing substitution shall be issued before
the date of June 30, 2005 by The Ministry of Supervision.

IV.

The offset taxation shall be collected and late fee shall be captured in accordance from the listed enterprises by local Taxation
Offices should these enterprises, after the sale and the issuing of the invoice of the steels processed and exported for special
purpose under the supervision rules on steel producing substitution, have not received the ensuring purchasing list on steel producing
substitution from local Taxation Offices 3 months after having all the offset procedures finished.

V.

As for the steels processed and exported for special purpose duty-freely sold to processing enterprises by listed enterprises ahead
of June 30, 2005, local Taxation Offices shall continue their work on the administration of tax on the use of duty-free steels processed
and exported for special purpose in accordance with laws such as the Circular on Distributing ‘the Detailed Implementing Rules on
Modifying the Steel Producing Substitution Measures’ of The State Administration of Taxation, The state Economy and Trade Commission,
Ministry of Finance, The General Administration of Customs and State Administration of Foreign Exchange (Guo Shui Fa [1999] No.68).

This circular is specifically issued.

Ministry of Finance

The State Administration of Taxation

June 15, 2005



 
Ministry of Finance, The State Administration of Taxation
2005-06-15

 






CIRCULAR OF THE MINISTRY OF FINANCE AND THE CHINA BANKING REGULATORY COMMISSION ON REGULATING THE WORK OF ASSET APPRAISAL IN THE NON-PERFORMING ASSETS DISPOSAL IN ASSET MANAGEMENT COMPANIES

the Ministry of Finance, the China Banking Regulatory Commission

Circular of the Ministry of Finance and the China Banking Regulatory Commission on Regulating the work of Asset Appraisal in the Non-performing
Assets Disposal in Asset Management Companies

Cai Qi [2005] No. 89

Jun. 15,2005

The departments (bureaus) of finance, the banking regulatory offices of all provinces, autonomous regions and municipalities directly
under the Central Government, all financial asset management companies:

With a view to regulating the acts of the asset management companies, asset appraisal institutions and certified asset appraisers
in the non-performing assets disposal, further clarifying the functions and roles of the asset management companies, asset appraisal
institutions and certified appraisers, and promoting the orderly disposal of non-performing assets, you are hereby notified of the
relevant issues of asset appraisal in the non-performing assets disposal:

I.

The Requirements for Asset Management Companies in Non-performing Assets Disposal

An asset management company shall, in the non-performing assets disposal, strengthen the institutional improvement and internal control,
intensify the management of the asset appraisal and the utilization of the appraisal reports in the non-performing assets disposal,
and give full play to the positive roles of the appraisal institutions in the non-performing assets disposal.

1.

The asset management company shall regard the non-performing assets disposal as an important link, and shall, in light of the concrete
circumstances of various non-performing assets, entrust an asset appraisal institution to assess the to-be-disposed non-performing
assets in strict accordance with the relevant laws and regulations. It shall strictly comply with the appraisal-prior-to-disposal
procedure, shall not operate conversely;

2.

The asset management company shall further improve the system for selecting and hiring the best asset appraisal institution. It shall,
in strict compliance with the industrial qualifications, choose an asset appraisal institution with an asset appraisal qualification
certificate to conduct an appraisal in the non-performing assets disposal. It shall introduce the competition mechanism into the
course of selecting and hiring an asset appraisal institution, shall give priority to the asset appraisal institutions with good
reputation, qualification and professional ethics and shall not merely consider the lowest appraisal fee as the unique basis for
selecting the asset appraisal institution;

3.

The asset management company shall maintain the independence of the appraisal institution, shall actively help it to complete the
appraisal, shall not interfere with its normal practice, nor insinuates it and the certified asset appraisers to issue any untrue
or false appraisal report;

4.

The asset management company shall use the conclusion of value appraisal or value analysis issued by the appraisal institution reasonably
and properly. It shall not use it maliciously.

II.

The Requirements for Appraisal Institutions and Certified Asset Appraisers in the Non-performing Assets Disposal

During the course of disposing non-performing assets, the asset appraisal institution and certified appraisers shall practice in strict
accordance with the law, shall ensure the independence, objectivity and impartiality of their practices in pursuance of the relevant
appraisal standards and norms, and shall safeguard the public interests, as well as the legitimate rights and interests of all parties
concerned to the asset appraisal.

1.

The asset appraisal institutions and certified asset appraisers shall practice in strict accordance with the relevant laws, regulations
and asset appraisal rules, scrupulously abide by the professional ethics and shall be diligent and dutiful. They shall follow the
necessary asset appraisal procedures in strict compliance with the relevant provisions. Their appraisal measures, appraisal reports
and value analysis reports shall conform to the relevant laws, regulations and asset appraisal rules. They shall not cancel any necessary
asset appraisal procedure, nor cater for any improper request of the entrusting party or interested parties, nor issue any untrue
or false appraisal report;

2.

During the course of appraising non-performing assets, the asset appraisal institutions and certified asset appraisers shall strictly
abide by the Guiding Opinions on the Financial Appraisal of Non-performing Assets (Zhong Ping Xie[2005] No. 37) issued by the China
Appraisal Society, and shall regulate the acts of appraising non-performing assets;

3.

An appraisal institution shall choose and assign competent professional certified asset appraisers to perform the businesses of appraising
non-performing assets, intensify the quality control of performing, strictly implement its internal level-by-level verification procedures,
implement the verification responsibility, ensure the quality of appraisal of non-performing assets and protect the legitimate rights
and interests of the parties to the asset appraisal.

III.

The Requirements for the Supervision over Appraisal Businesses of the Non-Performing Asset

The Ministry of Finance and China Appraisal Society shall strengthen the supervision over asset appraisal businesses in the non-performing
assets disposal. The public finance departments and industrial associations of all provinces, autonomous regions and municipalities
directly under the Central Government shall further intensify the supervision over asset appraisal businesses in the non-performing
assets disposal, strengthen the quality inspection over the asset appraisals in the non-performing assets disposal, promote the quality
of asset appraisal practices in non-performing assets disposal and offer better asset appraisal services in non-performing assets
disposal.

Where an asset appraisal institution and its certified asset appraisers issue any untrue or false report by colluding with the entrusting
party or the relevant interested party, once found, the appraisal qualification certificate of the asset appraisal institution shall
be revoked by the financial department and the certificates of the certified asset appraisers shall be revoked by the China Appraisal
Society.

The China Banking Regulatory Commission shall, in pursuance of the law, strengthen the supervision over the appraisal entrustment
in the non-performing assets disposal by the asset management companies and over the utilization of the asset appraisals so as to
give full play to the positive roles of asset appraisal in the non-performing assets disposal.

An asset management company shall strictly abide by the relevant provisions on the non-performing assets disposal and shall do well
the work of non-performing assets disposal. Where anyone insinuates or colludes with the appraisal institution and certified asset
appraisers to issue untrue or false appraisal report or uses any appraisal report maliciously, if it is found, the liabilities of
the relevant institution and person liable shall be investigated for.



 
the Ministry of Finance, the China Banking Regulatory Commission
2005-06-15

 






CIRCULAR ON RELEVANT ISSUES CONCERNING THE FURTHER IMPROVEMENT OF PROCEDURE FOR THE APPLICATION AND EXAMINATION OF RAISING SECURITIES INVESTMENT FUNDS

China Securities Regulatory Commission

Circular on Relevant Issues Concerning the Further Improvement of Procedure for the Application and Examination of Raising Securities
Investment Funds

Zheng Jian Ji Jin Zi [2005] No. 101

To various fund management companies and fund custodian banks

In order to further improve the procedure for the application and examination of raising securities investment funds (hereinafter
referred to as the “funds”) , improve the review efficiency and quality, promote the sound and standardized development of fund market,
and subject to the Securities Investment Fund Law, Measures for the Administration of Operation of Securities Investment Funds and
the Interim Measures for the Administration of Professional Consultative Committee (Zheng Jian Ji Jin Zi [2003] No.13) and the Provisions
of the China Securities Regulatory Commission on the Procedures for the Implementation of Administrative License (For Trial Implementation)
(hereinafter referred to as the Procedure Provisions), relevant issues concerning the further improvement of procedure for the application
and review of raising securities investment funds are hereby notified as follows:

1.

The China Securities Regulatory Commission (the CSRC) shall, after accepting the application for raising funds, decide on whether
to organize a fund expert review meeting to review the said application pursuant to the pertinent specific situations in connection
with the collection of funds.

For an application submitted to the review meeting attended by fund experts for the collection of funds, the reviewing experts shall
focus on the review of such aspects of funds as their investment management and risk control and independently give their own review
comments which shall be offered to the CSRC for reference.

2.

If a fund management company, which conducts standardized acts, has strong investment research capacities and wins good market evaluation,
shall not be required to submit its application for raising funds to the fund expert review meeting for review, except to the extent
of the following circumstances:

(1)

If the said company hasn’t been in operation for a full year from its establishment;

(2)

If the said company has greatly innovated the design for its fund products;

(3)

If the said design requires further improvement and reference to the review opinions given by the fund expert review meeting; and

(4)

any other circumstances as deemed necessary by the CSRC to be submitted to the fund expert review meeting for review based on the
principle of careful supervision.

3.

In case any greater innovation take place in the design of fund products, the CSRC shall give priority to arrangement of review conducted
by the fund expert review meeting and examination of application materials. If the innovation in fund products are significant, and
after the fund collection has been approved by the CSRC, other fund management companies shall, within a time limit stipulated by
the CSRC, be forbidden to reproduce or imitate such significant innovation.

4.

If an application for fund collection is found rough, ambiguous and incomplete respectively in connection with its design scheme,
operating thoughts for investment or risk control measures after examination, the fund management company filing such application
shall be ordered to make important amendments subject to the procedures laid down in Article 24 and 25 of the Procedure Provisions.
As to an application of the kind mentioned above, which has been submitted to the fund expert review meeting for review, a decision
shall also be made on whether or not such application shall be re-applied to the fund expert review meeting for review again based
on the specific situations after the said amendment.

5.

If there remains any issue in the application for fund collection which has been amended and submitted to the fund expert review meeting
for review, the CSRC shall not grant an approval to such application and adopt administrative supervision measures in compliance
with specific situations.

6.

Any lawyer or law firm producing legal opinions to the application for fund collection and offering legal services shall comply with
pertinent provisions, earnestly fulfill his or its responsibilities, check and verify pertinent materials and facts and ensure the
authenticity, accurateness and completeness of documents issued thereof.

7.

This Circular shall go into effect as of the date of promulgation.

China Securities Regulatory Commission

June 16, 2005



 
China Securities Regulatory Commission
2005-06-16

 






THE CIRCULAR OF THE MINISTRY OF COMMERCE AND THE MINISTRY OF PUBLIC SECURITY ON RELEVANT ISSUES CONCERNING THE IMPLEMENTATION OF THE MEASURES FOR ADMINISTRATION OF PAWN

The Ministry of Commerce, the Ministry of Public Security

The Circular of the Ministry of Commerce and the Ministry of Public Security on Relevant Issues concerning the Implementation of the
Measures for Administration of Pawn

With a view to better implementing the Measures for Administration of Pawn (Order [2005] No.8 of the Ministry of Finance and the Ministry
of Public Security, hereinafter referred to as the Measures) and further strengthening and improving the supervision and administration
of pawn industry, relevant issues concerning the implementation of the Measures are hereby notified as follows:

1.

to study hard and implement the Measures

The competent departments of commerce and public security authorities of all levels shall fully comprehend the importance of implementation
of the Measures in standardizing the pawn activities, strengthening the supervision and administration on pawn industry and promoting
its continuous health development, etc., and shall, based on the overall interest of assuring the economic development and maintaining
the social stability, hold precisely the position of pawn industry in the development of social economy; they shall build up the
concept of overall outlook, and increase the awareness of responsibility and the consciousness in implementing the Measures. The
competent departments of commerce and public security authorities of all levels shall reinforce the training of people in charge
of the supervision on local pawn industry, study hard the Measures, comprehend completely and accurately the basic contents and requirements
of all provisions, strengthen and improve continuously the supervision on pawn industry, report timely to the Ministry of Commerce
and the Ministry of Pubic Security of relevant information and problems in the process of implementing the Measures and attach importance
to the self-discipline effect of such intermediary organizations as pawn associations and increase the awareness of paw companies
to operate legally.

2.

to enhance cooperation and do a good job in the administration of pawn industry

The competent departments and public security authorities of all levels shall abide by the provisions of the Measures, attend to their
respective functions and take practical measures to do a good job in the administration of pawn industry. Firstly, the market admittance
shall be guarded in accordance with the laws and regulations such as the Administrative License Law and the Measures, etc. Local
competent departments of commerce shall carry out earnestly the preliminary examination of new pawn companies or branches; the public
security authority shall earnestly carry out the verification and issuance of the License for Special Industry. The examination and
approval shall be standardized in accordance with laws and regulations to insure an open, just and fair process of the examination
and approval and to eliminate blind examination and approval and the examination and approval that violates the laws and regulations.
Secondly, daily business supervision and public security administration shall be carried out earnestly. The competent departments
of commerce shall strictly abide by the Measures to standardize the business activities of pawn industry, establish and implement
the systems of periodic examination, aperiodic selective examination, trade statistics and report of material events carry out dynamic
supervision and whole process supervision. The acts violating provisions such as operating beyond the business scope and charging
interest and fees above the prescribed standard shall be investigated and dealt with timely. The public security authorities shall
carry out centralized administration of the public security administration on pawn industry. The security sectors of the public security
authorities shall be in charge of the daily public security administration. The public security authorities shall strengthen the
preventing measures in the security administration on pawn industry, and strictly require the pawn company that conducts the pledge
or pawn business of movable property or property rights to fill in as required by the Measures the Registration Table of Pawned Goods
(in the attachment) and to submit it to the public security authorities for future reference; periodic and aperiodic security examination
of pawn companies shall be carried out to prevent, find out and fight against, in accordance with laws, the violating acts or crimes
in the pawn industry to construct actively an integrative mechanism in prevention and control of security administration of pawn
industry and to maintain the security order of pawn industry in accordance with laws and regulations. Where the pawner pawns or redeems
a motor vehicle, the vehicle administrative department shall go through the pledge registration procedure of the motor vehicle such
as the drive stop or recover procedure, and take back or return the number plate and registration license. The vehicle transfer shall
be registered after dead pawn based on the transaction invoice. Thirdly, the administrative job shall be well done. On the one hand,
the service awareness shall be enhanced, and the procedure simplification and the changing procedure shall be done timely. On the
other hand, the administration on the outside transfer of stocks of the pawn company shall be strengthened to prevent the access
of ineligible companies or individuals to the pawn industry, especially to prevent the pawn company from taking the chance to raise
funds, attracting deposit in a disguised form or selling the business certificate at a profit.

The competent departments of commerce and public security authorities at all levels shall cooperate with each other to form a combined
force to increase the effect of supervision. One is to increase the awareness of coordination, publicize timely the information of
market access, daily business supervision, security administration, change and annual examination and do a good job in the link and
cooperation of related departments. Two is that the competent departments of commerce shall inform timely the security authorities
and handle the transfer procedure if clues of violation or crimes are found in the process of supervision and administration. Three
is to fight against the business acts that violate the laws and regulations and that the security authorities shall, in accordance
with laws and regulations, put on record and quickly deal with the case of interference with the performance of official duties,
especially the case of violent resistance against laws.

3.

the specific issues concerning the implementation of the Measures

(1)

Issues on the preliminary examination of the applying materials of a new pawn company. Before the applying materials for establishing
of a pawn company or of a branch of an existing pawn company is submitted to the Ministry of Commerce, the local competent departments
of commerce shall transfer the applying materials concerning security administration to the security authority of the people’s government
at the same level which shall, within 5 workdays after the receipt of the materials transferred by the competent department of commerce,
form a preliminary examination and approval opinion and inform the competent department of commerce at the same level (the detail
operation procedure is determined by the competent departments of commerce and the public security department or bureaus of all provinces,
autonomous regions and the cities directly under central planning). The security sections of the public security department or bureaus
of all provinces, autonomous regions and the cities directly under central planning shall submit in written form the preliminary
examination opinion to the Security Administration Bureau of the Ministry of Public Security for archival purpose. When preliminarily
examining the applying materials, local competent departments of commerce and public security authorities shall, with respect to
the security protection measures, attach importance to the examination of the ichnography and the construction structure chart of
the business sites and storehouses, the distributing chart of the installation and setting of security prevention measures, related
written materials and the written promise made by the applicant.

(2)

Issues concerning the verification and issuance of the License for Special Industry. The verification and issuance of the License
for Special Industry of pawn industry is in the charge of the public security authorities of the municipalities that are divided
into districts; the verification and issuance of the License for Special Industry of pawn industry in autonomous regions shall be
in the charge of the public security authorities of the autonomous regions. The public security authority shall verify and issue
the License for Special Industry after the security prevention measures are installed and meet the requirements of checkup and acceptance.
Where the applicant does not handle the license for special industry within prescribed time with allowable reasons, the local public
security authority may make deferral thereof; with respect to deferral or delayed handling, the public security authority shall require
the applicant to give written explanations.

(3)

The scope of senior managers. The “other senior managers” as prescribed in paragraph 4 of article 16 of the Measures shall refer
to the directors, supervisors, managers, and the staff in charge of finance. Where a person is separated from the registered permanent
residence and resides more than 6 months in the temporary residence, the public security authorities in the temporary residing place
shall issue the non-crime record in the temporary residing period besides the attestation by the public security authorities in the
registered permanent residence.

(4)

The issues concerning the security standard to be met by existing pawn companies. The competent department of commerce and public
security authority shall require the pawn company whose existing security system has not been up to the standard to make reforms
in accordance with the provisions of the Measures before August 1, 2005 so as to establish and perfect relevant security systems.
Where the buildings, business facilities and security prevention facilities of the pawn company do not meet the requirements of article
10 of the Measures, they shall be disposed of to meet the requirements before April 1, 2006. The public security authority verifying
and issuing the License for Special Industry, together with the competent department of commerce, shall organize the pawn companies
within respective jurisdiction to carry out the examination and reform.

The information of implementation shall be reported timely to the Department of Market System Construction Department of the Ministry
of Commerce by the competent departments of all provinces, autonomous regions, cities directly under central government and Xinjiang
Production and Construction Corps; the public security departments, bureaus of all provinces, autonomous regions, cities directly
under central government and Xinjiang Production and Construction Corps shall make report thereof timely to the Security Administration
Bureau of the Ministry of Public Security.

The linkmen and telephones: Sunyong, Ligang of the Market Construction Department of the Ministry of Commerce, 010-85226396 or 5226395

The Security Administration Bureau of the Ministry of Public Security: Xuyong, 010-65203702

Attachment: the Registration Form for Pawned Goods(omitted)

The Ministry of Commerce

The Ministry of Public Security

May 17, 2005



 
The Ministry of Commerce, the Ministry of Public Security
2005-05-17

 






MEASURES ON ADMINISTRATION OF LISTED COMPANIES’ BUYING BACK THE SHARES HELD BY THE PUBLIC (FOR TRIAL IMPLEMENTATION)

The China Securities Regulatory Commission

Notice on the Release of the Measures on Administration of Listed Companies’ buying back the shares held by the public (for trial
implementation)

Zheng Jian Fa[2005] No. 51

Listed Companies:

To standardize listed companies’ acts of buying back shares that are held by the public, the China Securities Regulatory Commission
formulates the Measures on ministration of Listed Companies’ buying back the shares that are held by the public (for trial implementation)
in accordance with the Company Law, the Securities Law, the Provisional Regulations on the Administration of Share Issuance and Trading
and other relevant laws and administrative regulations. The China Securities Regulatory Commission hereby makes public these Measures
which shall come into force as of the date of promulgation.

The China Securities Regulatory Commission

June 16, 2005

Measures on Administration of Listed Companies’ Buying Back the Shares Held by the Public (for trial implementation)

Chapter 1 General Provisions

Article 1

These Measures are formulated in accordance with the Company Law, the Securities Law, the Provisional Regulations on the Administration
of Share Issuance and Trading and other relevant laws and administrative regulations to standardize listed companies’ acts of buying
back shares held by the public.

Article 2

Listed Company’s buying back shares held by the public as mentioned in these Measures refers to that a listed company purchases public
shares it issued (hereinafter referred to as shares) and deregisters those shares to reduce its registered capital.

Article 3

To buy back shares, a listed company shall submit relevant archive-filing materials to the China Securities Regulatory Commission
(hereinafter referred to as CSRC) in accordance with provisions in these Measures.

Article 4

A listed company’s buying back shares shall be in the interests of its sustainable development rather than detrimental to legitimate
rights and interests of its shareholders and creditors.

The directors, supervisors and senior officers of the listed company shall practice good faith and due diligence in the buying back
process.

Article 5

A listed company shall perform its obligation of disclosing information set forth in these Measures in buying back shares.

The listed company and its directors shall ensure the authenticity, accuracy and integrity of the information disclosed by them and
ensure that there is no falsified record, misleading representation and major omission in the information.

Article 6

A listed company shall hire independent financial advisors and law firms to issue professional opinions.

The aforesaid professional institutions shall practice good faith and due diligence to conduct dutiful investigation on matters related
to the buy-back, verify the archive-filing materials to be submitted and ensure the authenticity, accuracy an integrity of the documents
they issue.

Article 7

Anyone is prohibited from taking up insider transactions, manipulating prices in securities trading or practicing fraud in securities
trading by listed company’s buying back shares.

Article 8

A listed company shall meet the following conditions to buy back shares:

(1)

Its shares have been listed on market for 1 year;

(2)

It has not committed major illegal acts within the previous year;

(3)

It is capable to sustain its operation after the buy-back;

(4)

After the buy-back, its equity distribution shall principally meet conditions for listing; if it has planned to terminate the trading
of its shares on market through the buy-back, it shall comply with the relevant provisions and obtain the approval from the securities
exchange on which its shares are listed.

Article 9

A listed company may take one of the following forms to buy back shares

(1)

Centralized price competition presided over by securities exchange;

(2)

Offer;

(3)

Other means that CSRC allows to be adopted.

Article 10

Shares bought back by a listed company lose their rights since they have been put under its special account for buy-back; in calculating
the relevant indicators, the listed company shall deduct the amount of shares that it has bought back from the total equity.

Article 11

A listed company is not allowed to issue fresh shares during share buy-back process.

The listed company is not allowed to buy back shares by centralized price competition within the 5 working days prior to the release
of its annual report and mid-term/interim report or information having crucial impact on share prices.

Article 12

If the share buy-back of a listed company leads its shares held or controlled by any individual shareholder to exceed 30%, such shareholder
doesn’t have to perform the obligation of tender offer.

Chapter 3 Share Buy-back Procedures and Information Disclosure

Article 13

The board of directors of a listed company shall make public announcement of its resolution and prepared plan for share buy-back within
2 working days since it decides to buy back shares and makes public announcement of the notice on holding shareholder meeting.

The prepared plan for share buy-back shall include at least the following contents:

(1)

Purpose of share buy-back;

(2)

Means by which the shares are bought back;

(3)

Prices or price range of shares to be bought back and the pricing principle;

(4)

Kinds/Categories and amount/number of shares proposed to be bought back and the proportion they account for of the total equity;

(5)

The total amount of capital allocated to buy back shares and its sources;

(6)

Term valid for share buy-back;

(7)

Changes predicted of equity structure of the listed company after the buy-back;

(8)

Analysis by the management of the buy-back’s impact on the listed company’s operation, financial standing and future development.

Article 14

Within 3 days prior to the shareholder meeting, the listed company shall make public the names of the top 10 holders of public shares(among
all the holders of public shares who have registered with the relevant institution on the trading day prior to the release of buy-back
resolution by the listed company or on the date of equity registration during shareholder meeting), amount/number of shares they
are holding and the proportion of their shares in total equity on the website of the securities exchange.

Article 15

The independent financial advisors shall carry out investigation with due diligence on affairs related to the share buy-back by a
listed company, issue report of independent financial advisor and release the report on CSRC designated journals 5 days prior to
the shareholder meeting.

The report of independent financial advisor shall include the following contents:

(1)

Whether the company’s buying back shares complies with provisions set forth in these Measures;

(2)

Explanation of necessity of buying back the shares based on factors such as purpose of share buy-back, performance of share price,
analysis of valuation of the listed company and etc.

(3)

Identification of feasibility of the buy-back solution by analyzing the impact of the share buy-back on the listed company’s daily
operation, its profiting capability and debt-servicing ability based on factors such as capital necessary for share buy-back, its
sources and etc.

(4)

Other items that shall be clarified.

Article 16

The shareholder meeting of the listed company shall vote on the following items one after another:

(1)

Means by which the shares are bought back;

(2)

Prices or price range of shares to be bought back and the pricing principle;

(3)

Kinds/Categories and amount/number of shares proposed to be bought back and the proportion they account for of the total equity;

(4)

The total amount of capital allocated to buy back shares and its sources;

(5)

Term valid for share buy-back;

(6)

Authorization to the board of directors to implement the buy-back solution;

(7)

Other relevant items.

When making decision of buying back shares on shareholder meeting, the listed company shall make clear in written on the resolution
that “this buy-back solution may be implemented after submitting the archive-filing materials to the CSRC and no objection to it
is raised by the CSRC”.

Article 17

The share buy-back resolution made on the shareholder meeting of the listed company needs over two-thirds of the voting rights held
by all shareholders attending this shareholder meeting to be passed.

Article 18

A listed company shall inform its creditors of its share buy-back resolution after making this decision.

Article 19

A listed company may submit the share buy-back materials to the CSRC and forward a copy of those materials to the representative office
of the CSRC in the place where the listed company is located after informing its creditors of its share buy-back resolution in accordance
with relevant laws.

Article 20

Share buy-back materials that the listed company shall submit for record shall include:

(1)

Application for buying back shares;

(2)

Resolution of the board of directors;

(3)

Resolution of the shareholder meeting;

(4)

Buy-back report of the listed company;

(5)

The report of independent financial advisor;

(6)

Legal advice;

(7)

The latest financial accounting statement(audited) of the listed company;

(8)

Self-review reports by directors, supervisors, senior officers and all intermediaries participating in this share buy-back concerning
their purchasing or selling shares of the listed company within the 6 months prior to the shareholder meeting’s decision to buy back
the shares.

(9)

Other documents required by CSRC.

Article 21

The buy-back report of a listed company shall include the following contents:

(1)

All items listed in the prepared plan on share buy-back in Article 13 of these Measures;

(2)

Explanation on whether the directors, supervisors, senior officers of the listed company have bought its shares within 6 months prior
to the public announcement of the buy-back resolution of the shareholder meeting or not and whether any of them has, individually
or in collaboration with others, carried out insider transactions or manipulated the market or not;

(3)

Conclusive advice issued by independent financial advisors on this share buy-back;

(4)

Conclusive advice issued by law firm on this share buy-back;

(5)

Other items that shall be clarified.

If it buys back shares by offer, the listed company shall also disclose the way and procedures by which the shareholders accept the
offer, the way and procedures by which the shareholders withdraw acceptance of offer in advance and post_titles and contacting information
of securities company that the shareholders entrust to handle acceptance in advance, withdrawal, clearing, registration on transfer
of ownership and other affairs of shares in question in buy-back by offer.

Article 22

The legal advice issued by law firm on a listed company’s share buy-back shall include the following contents:

(1)

Whether the listed company’s buying back shares meets conditions set forth in these Measures or not;

(2)

Whether the listed company has already followed the mandatory procedures in buying back shares; in the event that approvals of other
competent authorities are required, whether such approvals have already been obtained or not;

(3)

Whether the listed company has already performed its obligation of disclosing information set forth in these Measures in buying back
shares or not;

(4)

Whether the sources of the listed company’s capital for share buy-back is legal or in line with relevant regulations or not;

(5)

Other items that shall be clarified.

Article 23

If the CSRC raises no objection to its share buy-back archive-filing materials within 10 working days since it receives those materials,
a listed company may implement its buy-back solution.

If it buys back shares by centralized price competition, the listed company shall make public announcement of its buy-back report
within 5 working days since it receives the letter of acceptance from the CSRC; if it buys back shares by offer, the listed company
shall make public announcement within 2 working days since it receives the letter of acceptance from the CSRC and make public announcement
of its buy-back report before implementing its buy-back solution.

The listed company shall make public announcement of the legal advice together with its buy-back solution.

Article 24

Before implementing its buy-back solution, a listed company shall open special account with the securities registration and clearing
institution which is monitored by securities exchange; This account is to be used only for buying back its shares; the shares that
have already bought back shall be locked up and are prohibited from being sold.

Article 25

A listed company shall implement its buy-back solution within the valid term.

If the listed company has not implemented its buy-back solution until 3 months prior to the expiry of the valid term, the board of
directors shall make public in circular reasons for failure to implement the buy-back solution.

Article 26

When the valid term for buy-back solution expires or it has finished implementing the buy-back solution, the listed company shall
stop buying back shares, clear the special account and make public announcement within 2 working days of the report on changes of
shares. It shall also, in accordance with relevant laws, deregister the shares it just bought back and undergoes procedures of changes
in registration with the authorities for industry and commerce.

Chapter 4 Special Provisions on Share Buy-back by centralized price competition

Article 27

A listed company shall entrust securities company with professional qualifications to engage in securities brokering to handle the
affairs related to its share buy-back in accordance with relevant provisions set forth by securities exchange and securities registration
and clearing institution.

Article 28

In the process of share buy-back, the listed company shall, within the firs 3 trading days of each month, make public announcement
of the development of its share buy-back up to the previous month, including total number/amount of shares already bought back, the
top purchasing price and the lowest purchasing price, and the total amount of capital paid.

Article 29

Where the period of buy-back expires or the buy-back plan has been completed, the listed company shall, in the report of change of
shares, disclose the total number of buy-back shares, highest and lowest price for purchase and total of payment.

Chapter 5 Special Provisions on Share Buyback by Offer

Article 30

If a listed company buys back share by offer, the prices it offers shall be no less than the numerical average of the weighted daily
average price of such share during the 30 trading days prior to the release of buy-back report.

Article 31

If it buys back share by offer, a listed company shall deposit capital necessary for buy-back under the bank account designated by
securities registration and clearing institution when it releases the buy-back report.

The term for offer shall be no shorter than 30 days and no longer than 60 days.

Article 32

If a listed company buys back share by offer and when the number of shares shareholders have planned to accept in advance is much
more than that of shares that have been planned to be bought back, the listed company shall buy back, in the same proportion, the
shares that the shareholders have planned to accept in advance; where the number of shares shareholders have accepted in advance
is short of that of shares that have been planned to be bought back, the listed company shall buy back all the shares that the shareholders
have panned to accept in advance.

Article 33

If a listed company buys back shares listed in China but funded by foreign investors, such trading shall comply with provisions in
operation rules set forth by securities exchanges and securities registration and clearing institution.

Chapter 6 Regulatory Measures and Legal Liabilities

Article 34

If a listed company fails to submit relevant archive-filing materials to CSRC in violation of these Measures, the CSRC is enpost_titled
to order such company to suspend or terminate its buying back shares and punish it and its employees who are liable for such violation.

Article 35

If there is falsified record, misleading representation or major omission in information disclosed by a listed company concerning
its buying back shares, the CSRC orders it to set right and, in accordance with relevant laws, punishes this listed company and its
employees who are liable for such violation.

Article 36

If a listed company practices fraud, manipulates the market or takes up insider transaction through buying back shares, the CSRC punishes
them in accordance with relevant laws; if its acts have already constituted offenses, the listed company will be transferred to judicial
organs for investigation and punishment.

Article 37

If the professional institutions that issued opinions for listed companies in their buyback process fail to perform obligation of
due diligence and issue professional opinions containing falsified record, misleading representation or major omission, the CSRC
will take measures such as regulatory talk, issuing warning letter or ordering to set right against these professional institutions
concerned and their employees who have signed up the professional opinions; if the circumstances are grave, measures such as suspending
or revoking their professional qualification will be taken against these institutions and their employees.

Chapter 7 Supplementary Provisions

Article 38

These Measures shall be implemented as of the date of promulgation.



 
The China Securities Regulatory Commission
2005-06-16

 






THE CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION ON ENTERPRISE INCOME TAX CREDIT OF ENTERPRISES WITH FOREIGN INVESTMENT AND FOREIGN ENTERPRISES PURCHASING DOMESTIC EQUIPMENT FOR INVESTMENT

The State Administration of Taxation

The Circular of the State Administration of Taxation on Enterprise Income Tax Credit of Enterprises with Foreign Investment and Foreign
Enterprises Purchasing Domestic Equipment for Investment

Guo Shui Han [2005] No. 488

The bureaus of national tax of all provinces, autonomous regions and municipalities directly under state planning, the bureaus of
local tax of Guangdong province, Hainan province and Shenzhen municipality:

Certain issues concerning the implementation of the Circular of the Ministry of Finance and the State Administration of Taxation on
Enterprise Income Tax Credit of Enterprises with Foreign Investment and Foreign Enterprise Purchasing Domestic Equipment for Investment
(Cai Shui Zi [2000] No.049) are now notified as follows:

1.

Issues concerning enterprise income tax credit of product line and integrated equipment

With respect to the product line or integrated equipment purchased by enterprises that is constituted by imported equipment, domestic
equipment and parts, accessories and supplementary material, the enterprise income tax credit shall only be meted out to the part
that is made in China and determined as an individual asset, at the time of purchase, to have satisfied the fixed asset standard.

2.

Issues on the enterprise income tax credit of the equipment sold after simply assembled by imported material

The enterprise income tax of the enterprise purchasing equipment that is simply assembled by imported parts and accessories shall
not be creditable or exempt.

3.

Issues on the enterprise income tax credit of the domestic equipment purchased in supplementary investment

As to the domestic equipment purchased by enterprise in supplementary investment project that satisfies related provisions, and is
calculated separately and enjoys the fixed-term preferential treatment of tax credit, it shall, in calculating the enterprise income
tax credit of domestic equipment purchased thereof, be consolidated with domestic equipment previously purchased in the investment
of the same term and the enterprise income tax thereof shall, unifiedly taking the enterprise as a unit, be deducted and exempted
from the newly added income tax of the enterprise of the year.

4.

Issues on deduction and exemption from the enterprise income tax of the domestic equipment investment of merged or divided enterprise

(1)

Where the enterprise is merged or divided, the investment amount of the enterprise’ domestic equipment that has not been creditable
before merger or division may continue the credit respectively by the enterprises after merger or division in the remaining years
of continued credit as prescribed in Article 3 of the document Cai Shui Zi [2000]049,

(2)

Where the enterprise purchases domestic equipment in the year of merger, its base number of the enterprise income tax of the previous
year shall be the sum of the enterprise income tax paid actually by each enterprise before merger. Where the domestic equipment is
purchased in the second year after merger, its base number of the enterprise income tax of the previous year shall be the sum of
enterprise income tax paid actually at the merger year by each enterprise before merger and the enterprise after merger.

(3)

Where the enterprise is divided, the investment amount that has not been creditable may continue the deduction or exemption respectively
by the enterprises after division subject to the amount as agreed in the division agreement. Where there is no agreed amount in the
division agreement, the investment credit amount that has not been creditable before division shall not be conducted by the enterprises
after division.

(4)

Where the enterprises after division purchase domestic equipment at the year, the base number of the enterprise income tax of the
enterprise in previous year shall be determined by the following formula:

The base number of the enterprise income tax of previous year= (the book asset gained by the enterprise in division/total assets of
the enterprise before division)* the actual paid income tax of the enterprise in previous year before division

Where the enterprises after division purchase domestic equipment in the second year after division, the base number of the enterprise
income tax of the enterprise in previous year shall be determined by the following formula:

The base number of the enterprise income tax of previous year= (the book asset gained by the enterprise in division/total assets of
the enterprise before division)* the actual paid income tax in the division year of the enterprise (before division) + the actual
paid income tax of the year of the enterprise after division.

The State Administration of Taxation

May 20, 2005



 
The State Administration of Taxation
2005-05-20

 






THE SUPPLEMENTARY CIRCULAR OF THE MINISTRY OF FINANCE AND THE MINISTRY OF COMMERCE ON THE SUPPORT OF THE PRIOR PERIOD EXPENSES OF OVERSEAS INVESTMENT IN RESOURCE AND FOREIGN ECONOMIC COOPERATION PROJECT IN 2004






The Ministry of Finance, the Ministry of Commerce

The Supplementary Circular of the Ministry of Finance and the Ministry of Commerce on the Support of the Prior Period Expenses of
Overseas Investment in Resource and Foreign Economic Cooperation Project in 2004

Cai Qi [2005] No. 85

June 17, 2005

The financial departments (bureaus) and competent departments of commerce of all provinces, autonomous regions, cities directly under
the central government and the cities specifically designated in the state plan, the Bureau of Finance and Bureau of Commerce of
Xinjiang Production and Construction Corps, and all Chinese economic and commercial institutions abroad and all enterprises under
the central authorities:

The Ministry of Finance and the Ministry of Commerce jointly promulgated the Circular of the Ministry of Finance and the Ministry
of Commerce on the Support of the Prior Period Expenses of Overseas Investment in Resource and Foreign Economic Cooperation Project
in 2004 (Cai Qi [2004] No.176, hereinafter referred to as the Circular) with a view to implementing the “going out” strategic spirit
of the Sixteenth National Congress of the CPC, encouraging and supporting the enterprise with comparative advantage to conduct overseas
investment in resource and to use overseas resources to develop foreign economic technologic cooperation, after deliberation, related
issues are supplemented as follows in accordance with the requirements of business:

I.

The foreign economic cooperation project concerning resource as referred to in Article 1 of the Circular means the foreign contract
projects conducted in overseas resource field, the foreign contract projects with the resource as means of payment or the foreign
contract projects purporting to obtain the resource exploiting, developing and use right.

II.

Paragraph 5 of article 4 of the Circular stipulates that “the registration of overseas enterprise or the concluding time of contract
shall be between January 1, 2004 and December 31, 2004”, and in considering the real circumstances and the continuity of business,
this paragraph is amended to be “the registration of overseas enterprise or the concluding time of contract shall be between January
1, 2003 and December 31, 2004”

III.

With respect to other projects concerning resource rather than the projects specially supported, the enterprise may submit application;
the Ministry of Finance and the Ministry of Commerce will conduct whole consideration of the support of special projects.

IV.

The submitting time of applying material is postponed for 15 days with a view to enhancing the application of enterprise and the dissemination
and preliminary examination by local authorities in charge. The enterprise shall prepare and submit materials in strict accordance
with the provisions of documents and the requirements in the attachment. The subordinated enterprises to the enterprises directly
under the central authority shall be examined and submitted in a unified way by the group.

V.

In order to decrease the workload in the application of the enterprise, the application request submitted jointly by all authorities
at provincial level shall be delivered to the Ministry of Finance (Department of Enterprise) and the Ministry of Commerce (Department
of Planning and Finance), one copy of the specific applying material may be submitted together with the application request to the
Ministry of Commerce (Department of Planning and Finance).

It is thereby notified.

The attachment:

1.

The project-compiling guide

2.

The account for application of enterprise

3.

The Opinion of Chinese Economic and Commercial Counselor’s Office in (location)

4.

Schedule of the fees in the preliminary stage of the overseas investment in resource and the foreign economic cooperation project

5.

The Summary of the preliminary examination of the fees at preliminary stage of the overseas investment of resource kind and the foreign
economic cooperation project

Attachment 1:The Project-Compiling Guide

I.

The enterprise shall, depending on projects, bind up all submitted materials to volumes in the way as the accounting books are bound
up;

II.

The material for each project shall include but not limited to the following material.

(1)

Cover, the contents of the cover include: the nature of the project (overseas investment or economic cooperation); the name of the
project (the location of the project, the name of the mine, and the name of the overseas enterprise [Chinese and English]); the name
of the project applying enterprise (with common seal).

(2)

The list of the materials of the project submitted.

(3)

The application report of the project. The application shall include: the basic information of the enterprise; the basic investment
of the project (or contractual amount), the total prior period expenses and the amount applied for support, etc.

(4)

An account for the application of the project (see attachment 2).

(5)

The business license of the project applying enterprise.

(6)

The approval certificate of related authority for overseas investment project or for project contract and relevant certificate for
passing annual examination.

(7)

The business license registered in the country where the project is located (Chinese and English).

(8)

The account material of the economic and commerce counselor’s office of China in the country where the project is located.

(9)

The approval certificate of foreign exchange administrative authority for foreign exchange verification and fund remittance.

(10)

The record table of the overseas mine resource development project.

(11)

The audited report of the applying enterprise of 2003 and 2004.

(12)

The project feasibility study report (Chinese).

(13)

The investment (economic cooperation project) contract (only provide the Chinese and English version of the relevant part concerning
the prior period expenses).

(14)

The schedule of the prior period expenses (see attachment 4).

(15)

The prior period expenses proof of the project, including, payment voucher, accounting voucher, fees payment contract, the payment
voucher with a single fee exceeding 100,000RMB shall add common seal on the copies thereof.

III.

The materials submitted by the provincial authorities (including the enterprise under central authority, the same below) shall include
the following contents:

(1)

The application report of preliminary fees jointly submitted to the Ministry of Finance and the Ministry of Commerce.

(2)

The Summary of the prior period expenses of the overseas investment in resource and the foreign economic cooperation project (see
attachment 5)

(3)

The materials of the project applying enterprise that has been bound up to volumes.

htm/e04110.htmAttachment 2

￿￿

Attachment 2:

The Account for the Application of Enterprise

 

Name of the applying enterprise

￿￿

 

 

Name of the legal representative

￿￿

the registration place of enterprise

Province city

Address

￿￿

Post code

￿￿

The applicant declares earnestly that:

1. This time the applicant applies for the support of the prior period expenses of     project,
all materials    pages submitted;

2. The applicant has been legally registered and has independent legal person status and operated legally;

3. All documents, bills and vouchers and materials submitted by the applicant are accurate, real, complete and valid;

4. All duplicate materials and copies are verified and in complete consistent to the reserved and original;

5. The applicant undertakes to accept necessary check and examination by relevant authorities for the examination
of this application.

The legal representative of the applying enterprise or the authorizer: (signature)

Seal of the applying enterprise:

Date:  mm-dd-yy

Bank account No.

￿￿

Bank account No.

￿￿

Name of deposit bank

￿￿

Address of deposit bank

￿￿

Linkman 

￿￿

Telephone

￿￿

E-mail

￿￿

Mobile phone

￿￿

Fax

￿￿

￿￿

￿￿

￿￿￿￿Note: 1. The signature column of legal representative or the authorizer of the applying enterprise shall be singed by hand, name
stamp is invalid;

￿￿￿￿2. Where singed by the authorizer, the original copy of power of attorney signed by the legal representative and sealed with the
common seal of the company shall be submitted;

￿￿￿￿3. The information of the bank account shall be the account of the company and for prior period fund. Please fill in it correctly.

￿￿

Attachment 3:

The Opinion of Chinese Economic and Commercial Counselor’s Office in (location)

 




 Name of project

￿￿

City where the project situates

￿￿

The sum of the investment (contract)

 
Ministry of Finance, The State Administration of Taxation
2005-05-26

 



CIRCULAR ON MANAGEMENT ISSUES CONCERNING EXEMPTION OF BUSINESS TAX FROM INCOMES OF FOREIGN ENTERPRISES AND INDIVIDUALS FROM TRANSFER OF TECHNOLOGIES INTO CHINA AFTER CANCELLATION OF TAX ADMINISTRATIVE EXAMINATION

the State Administration of Taxation

Circular on Management Issues concerning Exemption of Business Tax from Incomes of Foreign Enterprises and Individuals from Transfer
of Technologies into China after Cancellation of Tax Administrative Examination

Guo Shui Han [2005] No. 652

The local taxation bureaus of all provinces, autonomous regions, municipalities directly under the Central Government, and cities
under separate state planning:

As to the follow-up management issues concerning the exemption of business tax from the incomes of foreign enterprises and individuals
from the transfer of technologies into China after the cancellation of tax administrative examination and approval, the unapproved
items occurred prior to the implementation of the present Notice shall still be subject to the previous provisions, according to
Article 18 of the Notice of the State Administration of Taxation on the Follow-up Management Issues after Cancellation and Delegation
of Some Taxation Administrative Examination and Approval Items Relating to Foreign-funded Enterprises, Foreign Enterprises and Foreign
Individuals (No. 80 [2004] of the State Administration of Taxation) (hereinafter referred to as the Notice). For the purpose of facilitating
all places to implement the aforesaid provision, you are hereby notified of the following supplementary provisions:

The unapproved items occurred prior to the implementation of the present Notice shall, no matter when the contract is concluded and
whether the fee for technology transfer is paid to the foreign counterpart or not, be subject to Article 12 of the present Notice,
and the examination and approval formalities shall be exempted. If the business tax has been paid, the taxpayer may, upon the strength
of the technology transfer approval document approved by the administrative department of the state as well as the technology transfer
contract, go to a taxation organ responsible for the taxes collection to go through the tax offset or tax refund formalities, according
to Item (b) of Paragraph 3 of Article 2 of the Circular of the Ministry of Finance and the State Administration of Taxation on Tax
Issues Related to the Implementation of the Decision of the CPC Central Committee and State Council on Strengthening Technical Innovation,
Development of High-tech and Realization of Its Industrialization (No. 273 of the Ministry of Finance).

The above-mentioned unapproved items refer to the tax deduction or exemption applications that have been accepted by a tax organ but
for which the examination and approval formalities have been gone through completely, as well as the technology transfer contracts
for which the technology transfer fees have actually been paid to the foreign counterparts before July 1, 2004.

The State Administration of Taxation

June 23, 2005

 
the State Administration of Taxation
2005-06-23

 



ARCHIVAL-FILING MATERIALS FOR PROJECT APPLICATION OF MEASURES FOR THE IMPLEMENTATION OF THE ADMINISTRATION OF AUTOMOBILE BRAND SALES

Issued by the General Office of the Ministry of Commerce (MOFCOM)

Circular of General Office of the Ministry of Commerce on Printing and Distributing Archival-filing Materials for Project Application
of Measures for the Implementation of the Administration of Automobile Brand Sales

No.28 [2005] of the Ministry of Commerce

The competent departments of commerce of all provinces, autonomous regions, municipalities directly under the Central Government,
cities specifically designated in the state plan and Xinjiang Production and Construction Corps:

With a view of ensuring the smooth implementation of Measures for the Implementation of the Administration of Automobile Brand Sales
(hereinafter referred to as the Measures) and further clarifying relevant requirements of archival-filing materials for project application,
in accordance with the relevant provisions of the Measures, we have formulated Archival-filing Materials for Project Application
of Measures for the Implementation of the Administration of Automobile Brand Sales, which is hereby printed and distributed to you
and shall be implemented accordingly. Relevant work relating to the establishment of automobile general distributor and brand distributors
with foreign investment shall be in the charge of the Department of Foreign Investment Administration; relevant work relating to
archival-filing of automobile general distributor and brand distributors shall be in the charge of the Department of Market System
Development.

Contact person of the Department of Foreign Investment Administration: Xing Yunfeng

Telephone: 65197393

Fax: 65197322

Contact person of the Department of Market System Development: Cai Yong, Chen Yuehong

Telephone: 85226393 85226390

Fax: 65129571

General Office of the Ministry of Commerce of the People’s Republic of China

May 30th, 2005

Archival-filing Materials for Project Application of Measures for the Implementation of the Administration of Automobile Brand Sales

I.

Materials that shall be submitted in the event of establishment (including merging and altering business scope) of automobile general
distributor with foreign investment

1.

Submission letter of enterprise group specifically designated in the state plan/provincial commerce competent department where the
enterprise to be established is located.

2.

Application signed by all investors for enterprise establishment, mainly including:

(1)

General situation of the project: enterprise name; place of registration and address of branches; total investment, registered capital;
basic information about all investors, their financial contribution proportions and modes; business scope, size and term.

(2)

Construction and supporting content: primary facilities; origins of the commodities, purchase and delivery mode; plan of environmental
protection and fire control.

(3)

Professional automobile sale capacity analysis: marketing survey, sales plan, sales promotion by advertising; network construction
and guide thereof; production service, technical training and consultancy; material content, institutional framework, personnel arrangement
and structure of parts supply and logistic management.

Therein, the layout, size and schedule shall be specified for network construction.

3.

Letter of Authorization of Automobile General Distributor issued by the automobile production enterprise (please refer to appendix
1 for the sample, the same below). Therein, where the automobile production enterprise is an overseas enterprise, the enterprise
registration certificate (photocopy) and legal representative certificate (photocopy) shall be provided.

4.

Contract, articles of association and its appendixes of the enterprise to be established (foreign-invested enterprise shall submit
articles of association only).

5.

Credit letter of banks, registration certificate (photocopy) and legal representative certificate (photocopy), and where the foreign
investor is individual, identification certification shall be provided.

The audit reports of the last year of all the investors that are audited by accounting firms.

6.

Evaluation report of the state-owned assets that the Chinese investors propose to invest in Chinese-foreign equity joint venture and
Chinese-foreign contractual joint venture in commercial fields.

7.

Member list of board of directors of the foreign-invested commercial enterprise to be established and letters of accreditation by
directors of all investors.

8.

Notice issued by the administrative department for industry and commerce on advance approval of enterprise name.

II.

Materials that shall be submitted in the event of establishment (including merging and altering business scope) of automobile brand
distributors with foreign investment

1.

Submission letter of enterprise group specifically designated in the state plan/provincial commerce competent department where the
enterprise to be established is located.

2.

Application signed by all investors for enterprise establishment, mainly including:

(1)

General situation of the project: enterprise name; place of registration and addresses of branches; total investment, registered capital;
basic information about all investors, their financial contribution proportions and modes; business scope, size and term.

(2)

Construction and supporting content: numbers of branches (stores included) to be established, business place; the store newly established
shall provide the opinion that conforms to urban development plan and is issued by local competent department of commerce; primary
facilities; origins of commodities, purchase and delivery mode; plan of environmental protection and fire control.

(3)

Analysis of automobile business scope and size that corresponds to the field, facilities and professional technicians.

3.

Letter of Authorization of Automobile Brand Distributor (please refer to appendix 2 for the sample, the same below) issued by the
automobile supplier (automobile production enterprise or automobile general distributor, the same below). Therein, in the event of
operation of import automobile, Letter of Authorization of Automobile Brand Distributor that is issued by automobile general distributor
within the territory of China shall be provided.

4.

Contract, articles of association and its appendixes of the enterprise to be established (foreign-invested enterprise shall submit
articles of association only).

5.

Credit letter of banks, registration certificate (photocopy) and legal representative certificate (photocopy) of all investors, and
in case that the foreign investor is individual, identification certification shall be provided.The audit reports of the last year
of all the investors that are audited by accounting firms.

6.

Evaluation report of the state-owned assets that the Chinese investors propose to invest in Chinese-foreign equity joint venture and
Chinese-foreign contractual joint venture in commercial fields.

7.

Member list of board of directors of the foreign-invested commercial enterprise to be established and letters of accreditation by
directors of all investors.

8.

Notice issued by the administrative department for industry and commerce on advance approval of enterprise name.

9.

House rent agreement (photocopy) and/or usufruct certificate documentation (photocopy) of land that the proposed store uses, with
the exception of store whose business place is less than 3,000 sq.m..

III.

Materials that an automobile supplier and a brand distributor shall put on file

1.

Archival-filing materials that an automobile supplier authorizes the automobile general distributor and brand distributors to use
and sell (in accordance with Article 35 of the Measures): Automobile Supplier Authorization Information Archival-filing and Registration
Sheet (see appendix 3).

2.

Before October 1, 2005, archival-filing materials that automobile sales enterprise are determined as automobile general distributor
or brand distributors by automobile supplier prior to April 1, 2005 (in accordance with Article 36 of the Measures):

(1)

Enterprise business license (photocopy, the same below).

(2)

Sedan cars business approval documentation issued by state relevant departments (photocopy).

(3)

Letter of Authorization of Automobile General Distributor and Letters ofAuthorization Automobile Brand Distributors issued by automobile
supplier.

(4)

Sheet for Archival-filing and Registration of Automobile General Distributor Information (see appendix 4, the same below) and Sheet
for Archival-filing and Registration of Automobile Brand Distributor Information (see appendix 5, the same below).

3.

Archival-filing materials of automobile general distributor and brand distributors newly established (including merging and altering
business scope)(in accordance with Article 34 of the Measures):

(1)

Enterprise business license.

(2)

Sheet for Archival-filing and Registration of Automobile General Distributor Information and Sheet for Archival-filing and Registration
of Automobile Brand Distributor Information.



 
Issued by the General Office of the Ministry of Commerce (MOFCOM)
2005-05-30

 






1234Page 2 of 4

CONSTITUTION ACT, 1982 – page 22

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

CONSTITUTION ACT, 1982 – page 21

CONSTITUTION ACT, 1982 – page 20

CONSTITUTION ACT, 1982 – page 19

CONSTITUTION ACT, 1982 – page 18

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