INTERIM PROVISIONS ON MERGERS AND ACQUISITIONS OF DOMESTIC ENTERPRISES BY FOREIGN INVESTORS

The Ministry of Foreign Trade and Economic Cooperation,the State Administration of Taxation,the State Administration for Industry
and Commerce,the State Administration of Foreign Exchange

Decree of the the Ministry of Foreign Trade and Economic Cooperation, the State Administration of Taxation, the State Administration
for Industry and Commerce and the State Administration of Foreign Exchange

No.3

The Interim Provisions on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (hereinafter referred to as the “Provisions”),
reviewed and adopted at the First Ministry Meeting of the Ministry of Foreign Trade and Economic Cooperation of the People’s Republic
of China on January 2, 2003, is hereby published and will come into force on April 12, 2003.

Minister of the Ministry of Foreign Trade and Economic Cooperation Shi Guangsheng

Director General of the State Administration of Taxation Jin Renqing

Director General of State Administration for Industry and Commerce Wang Zhongfu

Director General of State Administration of Foreign Exchange Guo Shuqing

March 7, 2003

Interim Provisions on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors

Article 1

The Provisions are formulated in accordance with the laws and administrative regulations governing foreign investment enterprises
and other relevant laws and administrative regulations to promote and regulate foreign investors’ investment in China introduce advanced
technologies and management experience from abroad, improve the utilization of foreign investment, rationalize the allocation of
resources, ensure employment and safeguard fair competition and national economic security.

Article 2

For the purpose of the Provisions, mergers and acquisitions of a domestic enterprise by foreign investors shall mean that foreign
investors, by agreement, purchase equity interest from shareholders of domestic enterprise with no foreign investment (hereinafter
referred to as the “Domestic Company”) or subscribe to the increase in the registered capital of the Domestic Company with the result
that such Domestic Company changes into a foreign investment enterprise (hereinafter referred to as “Equity Merger and Acquisition”);
or the foreign investors establish a foreign investment enterprise and then, through such enterprise, purchase the assets of a domestic
enterprise by agreement and operate such assets, or the foreign investors purchase the assets of a domestic enterprise by agreement
and use such assets as investment to establish a foreign investment enterprise to operate such assets (hereinafter referred to as
“Asset Merger and Acquisition”).

Article 3

In mergers and acquisitions of domestic enterprises, foreign investors shall comply with the laws, administrative regulations and
departmental rules and adhere to the principles of fairness, reasonableness, compensation for equal value, and honesty and good faith,
and shall not create excessive concentration, eliminate or hinder competition, disturb the social economic order or harm the societal
public interests.

Article 4

In mergers and acquisitions of domestic enterprises, foreign investors shall comply with the requirements regarding the investors’
qualifications and industrial policy as set forth in the laws, administrative regulations and departmental rules and the relevant
requirements under industry policies.

In the case of industries where no wholly foreign ownership is allowed under the Guidance Catalog of Foreign Investment Industries,
any merger or acquisition of a domestic enterprise engaging in the industry shall not lead to the foreign investors’ wholly ownership
of all equity interest in the acquired enterprise. In the case of industries which require the Chinese party to be controlling or
relatively controlling, the Chinese party shall remain to be in the controlling or relatively controlling position in the acquired
enterprise after any merger or acquisition of the domestic enterprise engaging in such industries. In the case of industries where
operation by foreign investors is prohibited, no foreign investors may merge with or acquire any enterprise engaging in such industries.

Article 5

Any merger or acquisition of a domestic enterprise by foreign investors to set up a foreign investment enterprise shall be subject
to the approval of the examination and approval authorities in accordance with the Provisions, and procedures for change registration
or establishment registration shall be handled with the registration authorities. The contribution made by the foreign investors
to the registered capital of the foreign investment enterprise established after the merger or acquisition shall generally not be
less than 25% of the registered capital. Except as provided otherwise by the laws or administrative regulations, if the contribution
made by foreign investors is less than 25% of the registered capital, the foreign investment enterprise shall be subject to the examination,
approval and registration in accordance with the currently applicable examination and registration procedures for the establishment
of a foreign investment enterprise. When issuing the foreign investment enterprise approval certificates, the examination and approval
authority shall add a notation “foreign investment proportion less than 25%”. When issuing the foreign investment enterprise business
licenses, the registration authority shall add the notation “foreign investment proportion less than 25%” .

Article 6

For the purpose of the Provisions, the examination and approval authority shall be the Ministry of Foreign Trade and Economic Cooperation
of the PRC (hereinafter referred to as “MOFTEC”) or the administrative authority in charge of foreign trade and economic cooperation
at the provincial level (hereinafter referred to as the “Provincial Examination and Approval Authority”), and the registration authority
shall be the State Administration for Industry and Commerce of the PRC (hereinafter referred to as “SAIC”) or its authorized local
industrial and commercial bureaus.

If the foreign investment enterprise established after the merger or acquisition falls into a specific type or a specific industry
subject to MOFTEC approval in accordance with the laws, administrative regulations and departmental rules, the provincial examination
and approval authority shall submit the application documents to MOFTEC for examination and approval and MOFTEC shall decide to approve
or disapprove the application in accordance with the law.

Article 7

In the case of Equity Merger and Acquisition by foreign investors, the foreign investment enterprise established thereafter shall
succeed to the creditor’s rights and liabilities of the merged or acquired Domestic Company .

In the case of Asset Merger and Acquisition by foreign investors, the domestic enterprise selling assets shall assume all its original
creditor’s rights and liabilities.

The Foreign investors, merged or acquired domestic enterprises, creditors and other parties may reach separate agreements regarding
the disposition of the creditor’s rights and liabilities of the merged or acquired domestic enterprises, provided that the agreement
shall not result in any damage to any third party interest or societal public interest. Any agreement on the disposition of the creditor’s
rights and liabilities shall be submitted to the examination and approval authority.

The domestic enterprise selling assets shall, within 10 days of the adoption of the resolution to sell its assets, gives notice to
its creditors and makes a public announcement on a newspaper at the provincial level or above with national circulation. A creditor
of the domestic enterprise may, within 10 days from the date of receipt of such notice or publication of such public announcement,
requests the domestic enterprise selling assets to provide the corresponding security.

Article 8

The parties to a merger or acquisition shall determine the transaction price on the basis of the result of the evaluation of the equity
interest to be transferred or of the assets to be sold conducted by the asset evaluation institution. The parties to a merger or
acquisition may agree on an asset evaluation institution established within the territory of China in accordance with the law. Asset
evaluation shall be conducted by adopting internationally recognized evaluation methods.

Where the merger or acquisition of a domestic enterprise leads to any change in the equity interest formed by the investment of state-owned
assets or resulting in any transfer of the property right in state-owned assets, evaluation shall be conducted and transaction price
shall be determined in accordance with the relevant regulations governing the administration of state-owned assets.

It is prohibited to transfer equity interest or sell assets at a price obviously lower than the evaluation result for the peupose
of transferring the capital out of China in a disguised way.

Article 9

In case of a merger or acquisition of a domestic enterprise by foreign investors to set up a foreign investment enterprise, the foreign
investors shall, within 3 months from the date of issuance of the foreign investment enterprise business license, pay the full consideration
to the shareholder(s) transferring equity interest or to the domestic enterprise selling assets. If the above time limit needs to
be extended under special circumstances, the foreign investors shall, upon the approval by the examination and approval authority,
pay 60% or more of the total consideration within 6 months and full considerations within 1 year from the date of issuance of the
foreign investment enterprise business license, and shall distribute the proceeds in proportion to the actual capital contribution.

Where the foreign investors conduct Equity Merger and Acquisition and the foreign investment enterprise established after such mergers
and acquisitions increases its registered capital, the investors shall set forth a time schedule for capital contribution in the
contract and the articles of association of the foreign investment enterprise. If it is set forth that the capital contribution shall
be paid up in one lump sum, the investors shall make the contribution within 6 months from the date of issuance of the foreign investment
enterprise business license ; or if it is set forth that the capital contribution shall be paid by installments, the investors’ first
installment shall not be less than 15% of their respective capital subscription and shall be made within 3 months from the date of
issuance of the foreign investment enterprise business license .

In case of an Asset Mergers and Acquisition by foreign investors, the investors shall set forth the time schedule for capital contribution
in the contract and the articles of association of the foreign investment enterprise to be established. If the investors intend to
establish a foreign investment enterprise and purchase and operate such assets of a domestic enterprise through such enterprise,
the investors shall pay the part of its capital contribution equal to the price of such assets within the time schedule specified
for consideration payment in Paragraph 1 of this Article and the remaining part of its capital contribution shall be paid within
the time schedule agreed upon in accordance with Paragraph 2 of this Article .

Where foreign investors establish a foreign investment enterprise through merger or acquisition of a domestic enterprise, and the
proportion of the foreign investors’ capital contribution is less than 25% of the registered capital ,if the investors pay their
capital contribution in cash, the full contribution shall be made within 3 months from the date of issuance of the foreign investment
enterprise business license ; if the investors pay their capital contribution in kind or in industrial property rights and so on,
full contribution shall be made within 6 months from the date of issuance of the foreign investment enterprise business license.

The instruments of payment of any consideration shall be in compliance with the provisions of the relevant state laws and administrative
regulations. Where a foreign investor intends to use any stock it has the right to dispose of or any Renminbi assets it legitimately
possesses as the instrument of payment, such payment shall be subject to the approval of the foreign exchange administration authority
.

Article 10

Where a foreign investor acquires any equity interest held by a shareholder of a Domestic Company by agreement, after the Domestic
Company has changed into and established as a foreign investment enterprise, the registered capital of such foreign investment enterprise
shall be the registered capital of the original Domestic Company and the proportion of the the foreign investor’s capital contribution
shall be the proportion of the equity interest acquired by the foreign investor in the original registered capital. Where a Domestic
Company subject to Equity Merger and Acquisition an Equity Merger and Acquisition also increases its capital at the same time, the
registered capital of the foreign investment enterprise established upon the Merger and Acquisition shall be the sum of the registered
capital of the original Domestic Company and the increased capital. The foreign investors and the other original investors of the
acquired Domestic Company shall determine the proportion of their capital contribution respectively to the registered capital of
the foreign investment enterprise based on the evaluation of the Domestic Company’s assets.

Where foreign investors subscribe to any increased capital of a Domestic Company, after the Domestic Company has changed into and
established as a foreign investment enterprise, the registered capital of such foreign investment enterprise shall be the sum of
the registered capital of the original Domestic Company and the increased capital. The foreign investors and the other original shareholders
of the acquired Domestic Company shall determine the proportion of their capital contribution respectively to the registered capital
of the foreign investment enterprise based upon the evaluation of the Domestic Company’s assets.

If a natural person shareholder of the Domestic Company subject to Equity Merger and Acquisition has been a shareholder of such Domestic
Company for more than 1 year, the person may, upon approval, continue to be a Chinese party investor of the foreign investment enterprise
established after the change.

Article 11

In case of an Equity Merger and Acquisition by foreign investors, the ceiling for the total amount of investment of the foreign investment
enterprise established upon the Merger and Acquisition shall be determined according to the following proportions:

(1)

no more than ten sevenths (10/7) of the registered capital of the foreign investment enterprise, if the registered capital is less
than US$ 2.1 million;

(2)

no more than twice the registered capital, if the registered capital is between US$ 2.1million and US$ 5 million;

(3)

no more than two and a half times the registered capital, if the registered capital is more than US$ 5 million but less than or equal
to US$ 12 million; or

(4)

no more than three times the registered capital, if the registered capital is more than US$ 12 million.

Article 12

In case of an Equity Merger and Acquisition by foreign investors, the investors shall submit the following documents to the examination
and approval authority with corresponding jurisdiction of approval based on the total amount of investment of the foreign investment
enterprise established upon the Merger and Acquisition:

(1)

the resolution adopted by the shareholders of the domestic limited liability company subject to the Merger and Acquisition unanimously
approving the Equity Merger and Acquisition by the foreign investors, or the resolution adopted by the shareholders’ meeting of the
domestic company limited by shares subject to the Merger and Acquisition approving the Equity Merger and Acquisition by the foreign
investors;

(2)

the application of the Domestic Company subject to the Merger and Acquisition to be changed in to and established as a foreign investment
enterprise in accordance with the law;

(3)

the contract and the articles of association of the foreign investment enterprise established upon the Merger and Acquisition;

(4)

the agreement for the purchase of the shareholders’ equity interest or subscription for the increased capital of the Domestic Company
by the foreign investors

(5)

the audited financial report for the most recent fiscal year of the Domestic Company subject to the Merger and Acquisition;

(6)

identification documents or incorporation certification and creditworthiness certification of the foreign investors;

(7)

explanation of the situation regarding the enterprises the Domestic Company subject to the Merger and Acquisition has invested in;

(8)

the business licenses (duplicates) of the Domestic Company subject to the Merger and Acquisition and enterprises it has invested in;

(9)

the plan for the re-settlement of the employees of the Domestic Company subject to the Merger and Acquisition; and

(10)

documents required to be submitted under Articles 7 and 19 of the Provisions.

Where any permission given by any other government authority is required in connection with the business scope or business scale,
or obtaining of any land use right by the foreign investment enterprise to be established upon the Merger and Acquisition, the relevant
documents of such permission shall be submitted simultaneously.

The business scope of any company the Domestic Company subject to the Merger and Acquisition originally invested in shall comply with
the requirements of relevant foreign investment industrial policies. Adjustments shall be made in case of noncompliance.

Article 13

The equity interest purchase agreement or the agreement to increase the capital of the Domestic Company as set forth in Article 12
of these Provisions shall be governed by the Chinese law and shall contain the following main contents:

(1)

information regarding each of the parties to the agreement, including its full name, address, and the name, position and citizenship
of its legal representative,etc.;

(2)

proportions and the price of the equity interest to be acquired or the increased capital to be subscribed;

(3)

term and methods of performance of the agreement;

(4)

rights and obligations of the parties to the agreement;

(5)

liabilities for breach of the agreement and settlement of dispute; and

(6)

the date and the place of the execution of the agreement.

Article 14

In the case of an Asset Merger and Acquisition by foreign investors, the total amount of investment of the foreign investment enterprise
established upon the Merger and Acquisition shall be determined on the basis of the transaction price of such assets and the actual
scale of production and operation. The proportion between the registered capital and the total amount of investment of the foreign
investment enterprise to be established shall be consistent with the relevant regulations.

Article 15

In the case of an Asset Merger and Acquisition by foreign investors, the investors shall submit the following documents to the examination
and approval authority with the corresponding jurisdiction of approval, based on the total amount of investment, enterprise type,
and industry of the foreign investment enterprise to be established and in accordance with the laws, administrative regulations and
departmental rules governing the establishment of foreign investment enterprises:

(1)

the resolution by the property rights holders or the agency of authority of the domestic enterprise approving the sale of such assets;

(2)

the application for the establishment of the foreign investment enterprise;

(3)

the contract and the articles of association of the foreign investment enterprise to be established;

(4)

the asset purchase agreement executed between the foreign investment enterprise to be established and the domestic enterprise or the
asset purchase agreement executed between the foreign investors and the domestic enterprise;

(5)

the articles of association and the business license (duplicates) of the domestic enterprise subject to the Merger and Acquisition;

(6)

certification proving that the domestic enterprise subject to the Merger and Acquisition has given notice and the public announcement
to its creditors;

(7)

identification documents or incorporation certification and creditworthiness certification of the foreign investors;

(8)

the plan for the re-settlement of employees of the domestic enterprise subject to the Merger and Acquisition; and

(9)

documents required to be submitted under Articles 7 and 19 of the Provisions.

Where any permission given by any other government authority is required in connection with the purchase and operation of the assets
of the domestic enterprise as specified in the above paragraph, the relevant documents of such permission shall be submitted simultaneously.

If foreign investors purchase any assets by agreement with the domestic enterprise and invest such assets to set up a foreign investment
enterprise, such assets shall not be used for operation purposes until and unless the foreign investment enterprise has been duly
established.

Article 16

The asset purchase agreement set forth in Article 15 shall be governed by the Chinese law and shall contain the following main contents:

(1)

information regarding each of the parties to the agreement, including its name and address, and the name, position and citizenship
of its legal representative, etc.;

(2)

list and the price of the assets to be purchased;

(3)

term and methods of performance of the agreement;

(4)

rights and obligations of the parties to the agreement;

(5)

liabilities for breach of the agreement and settlement of dispute; and

(6)

the date and the place of the execution of the agreement.

Article 17

Except as otherwise provided for in Article 20 , where foreign investors establish a foreign investment enterprise through merger
and acquisition of a domestic enterprise,, the examination and approval authority shall, within 30 days upon its receipt of all the
documents required to be submitted, decide according to law whether to approve the application for the establishment. Upon such approval,
the examination and approval authority shall issue the foreign investment enterprise approval certificate.

If the examination and approval authority decides to approve foreign investors’ acquisition of equity interest of a Domestic Company
from its shareholders, the examination and approval authority shall concurrently copy the relevant approval documents to the local
foreign exchange administration authority of the transferor and of the Domestic Company respectively. The foreign exchange administration
authority in the locality of the transferor shall complete the foreign capital foreign exchange registration procedures for the transferor’s
receipt of foreign exchange and shall issue the foreign capital foreign exchange registration certificate certifying the payment
of the consideration for the above acquisition by the foreign investors.

Article 18

In the case of an Asset Merger and Acquisition by foreign investors, the investors shall, within 30 days of its receipt of the foreign
investment enterprise approval certificate for, apply to the registration authority for the establishment registration and obtain
the foreign investment enterprise business license.

In the case of an Equity Merger and Acquisition by foreign investors, the acquired Domestic Company shall apply to its original registration
and administration authority for the change of registration and obtain the foreign investment enterprise business license in accordance
with the Provisions. If the original registration and administration authority has no jurisdiction of registration and administration,
it shall, within 10 days upon its receipt of the application documents, deliver such documents to the registration and administration
authority with such jurisdiction, accompanied by the registration files of the Domestic Company. The acquired Domestic Company shall
submit and be responsible for the authenticity and effectiveness of the following documents at the time of its application for the
change of registration:

(1)

the application for the change of registration;

(2)

the resolution adopted by the shareholders’ meeting of the acquired Domestic Company in accordance with the Company Law of the PRC
and its articles of association, approving the transfer of equity interest or the increased capital;

(3)

the agreement for the purchase of the shareholders’ equity interest or subscription for the increased capital of the Domestic Company
by the foreign investors

(4)

amended articles of association of the Domestic Company or any amendment to the original articles of association and the contract
of the foreign investment enterprise to be submitted as required by law;

(5)

the foreign investment enterprise approval certificate ;

(6)

identification documents or incorporation certification and creditworthiness certification of the foreign investors;

(7)

the amended list of directors, the document specifying the names and addresses of new directors and the documents of appointment of
new directors; and

(8)

other relevant documents and certificates required by SAIC.

In case of the transfer of state-owned equity interest and in case of foreign investors’ subscription to any increased capital of
a company with state-owned equity interest, the approval documents of the authority in charge of economic and trade administration
shall also be submitted.

Investors shall, within 30 days upon the receipt of the foreign investment enterprise business license, handle the necessary registration
formalities with authorities for taxation, customs, land administration and foreign exchange administration, etc..

Article 19

In case of any of the following occurrences in connection with the merger or acquisition of a domestic enterprise by foreign investors,
the investors shall submit notification to MOFTEC and SAIC:

(1)

the revenue of a party to the merger or acquisition in the domestic market for the current year exceeds RMB1.5 billion ;

(2)

the foreign investors have merged with or acquired more than 10 domestic enterprises in aggregate engaging in the related businesses
within one year;

(3)

the market share of a party to the merger or acquisition in the domestic market has reached 20%; or

(4)

the market share of a party to the merger or acquisition in the domestic market will reach 25% as a result of the merger or acquisition.

Even without the above occurrences, MOFTEC or SAIC may still require the foreign investors to submit notification upon the request
by any competing domestic enterprise, relevant functional department or industrial association, if MOFTEC or SAIC finds that the
merger or acquisition will involve a huge market share, or if there is any other material aspect of the merger or acquisition which
might severely affect market competition, national economy or people’s livelihood and national economic security.

The above-mentioned “a party to a merger or acquisition” shall include any affiliated enterprise of foreign investors.

Article 20

In case of any of the described in Article 19 in connection with a merger or acquisition of a domestic enterprise by foreign investors,
and if MOFTEC and SAIC believe that the merger or acquisition might lead to over-concentration, impair fair competition or damage
consumers’ interests, MOFTEC and SAIC shall, within 90 days upon its receipt of all the documents required to be submitted, jointly
or separately after consultation with each other, hold a hearing of the relevant departments, organizations, enterprises and other
related parties and decide according to law whether to approve the application for the merger or acquisition.

Article 21

In case of any of the following occurrences in connection with an offshore merger or acquisition, any party to the merger and acquisition
shall, prior to its public announcement of the plan for the merger or acquisition or together with its application to the regulatory
authorities of the country where it is located, submit to MOFTEC and SAIC the plan for the merger or acquisition. MOFTEC and SAIC
shall examine whether the merger or acquisition might cause over-concentration of the domestic market, impair fair competition in
the domestic market or damage the domestic consumers’ interests, and decide whether to approve the plan:

(1)

the assets owned by a party to the offshore merger and acquisition within China exceeds RMB 3 billion;

(2)

the sales of a party to the offshore merger or acquisition in the domestic market for the current year have exceeded RMB 1..5 billion;

(3)

the aggregate market share in the domestic market by a party to the offshore merger or acquisition and its affiliated enterprises
has reached 20%;

(4)

the aggregate market share in the domestic market by a party to the offshore merger or acquisition and all of its affiliated enterprises
in the domestic market will reach 25% as a result of the offshore merger or acquisition; or

(5)

as a result of the offshore merger or acquisition, a party to the offshore merger or acquisition will hold, directly or indirectly,
equity of more than 15 foreign investment enterprises engaging in the related businesses within China.

Article 22

In case of any of the following occurrences in connection with a merger or acquisition, a party to the merger or acquisition may apply
to MOFTEC and SAIC for an exemption from examination:

(1)

the merger or acquisition may improve the conditions for fair competition in the domestic market;

(2)

the merger or acquisition will restructure the enterprise running at a loss and ensure employment;

(3)

the merger or acquisition will absorb advanced technologies and management professionals and enhance the international competitiveness
of the domesticenterprise; or

(4)

the merger or acquisition will improve the environment.

Article 23

All documents submitted by investors shall be grouped into categories as required by the regulations and accompanied by a table of
contents of the documents. All documents required to be submitted shall be in Chinese.

Article 24

The Provisions shall apply to all mergers and acquisi

IMPLEMENTATION MEASURES OF THE MINISTRY OF CONSTRUCTION ON QUALIFICATION ADMINISTRATION IN THE ADMINISTRATIVE PROVISIONS ON ENTERPRISE MANAGEMENT OF CONSTRUCTION ENTERPRISES WITH FOREIGN INVESTMENT

The Ministry of Construction

Circular of Printing and Distributing the Implementation Measures of the Ministry of Construction on Qualification Administration
in the Administrative Provisions on Enterprises Management of Construction Enterprises with Foreign Investment

JianShi [2003] No.73

Construction departments at provincial or autonomous regional level, construction commissions of municipalities directly under the
Central Government, construction administration bureaus of Shandong and Jiangsu, construction departments of relative sections under
the State Council, Construction Bureau of the Production and Construction Corps of Xinjiang, Engineering Bureau of Barracks Department
of General Logistics:

The Circular of Printing and Distributing the Implementation Measures of the Ministry of Construction on Qualification Administration
in the Administrative Provisions on Enterprise Management of Construction Enterprises with Foreign Investment is hereby printed and
distributed to you for implementation. For any problem found during the course of implementation, please inform the Construction
Market Management Department of our Ministry immediately.

The Ministry of Construction of the People’s Republic of China

April 8, 2003

Implementation Measures of the Ministry of Construction on Qualification Administration in the Administrative Provisions on Enterprise
Management of Construction Enterprises with Foreign Investment

These Measure are formulated for the purpose of implementing the Administrative Provisions on Enterprise Management of Construction
Enterprises with Foreign Investment (Decree No.113 of the Ministry of Construction and the Ministry of Foreign Trade and Economic
Cooperation) (hereafter referred to as the “Provisions”).

Targets that the Construction Enterprise with Foreign Investment Qualification Certificates are granted to

The Construction Enterprises with Foreign Investment Qualification Certificates shall be granted to the following construction enterprises
with foreign investment that have gained legal entity qualifications:

Construction enterprise which whole capital is invested by foreign investor(s);

Construction enterprise established jointly by Chinese investor(s) and foreign investor(s) through a way of joint-venture or cooperation.

Newly-established construction enterprise, in the name of an enterprise with foreign investment, or share-purchased construction enterprise
by an enterprise with foreign investment founded legally in China.

Construction Enterprises with Foreign Investment Qualification Certificates shall not be granted to the foreign corporations or branches
established in China by foreign corporations or other economic organizations.

II.

Scope of construction activities of construction enterprises with foreign investment

The construction activities mentioned in Article 3 of the Provisions refer to the activities performed in the territory of China
according to the provisions in Construction Law of the People’s Republic of China and Regulations of Construction Project Quality
Management, including civil engineering, construction, pipe/line infrastructure building, and new construction, expansion and rebuilding
of fitment projects.

III.

Verification of the qualifications of construction enterprises with foreign investment

Applications of construction enterprises with foreign investment for the construction enterprise qualifications shall be accordance
with the Provisions on Enterprise Management of Construction Enterprises with Foreign Investment (Decree No.113 of the Ministry of
Construction and the Ministry of Foreign Trade and Economic Cooperation), Regulations on Administration of Construction Enterprise
Qualifications (Decree No.87 of the Ministry of Construction), Opinions of Implementing the Regulations on Administration of Construction
Enterprise Qualifications (JianBanJian [2001] No.24), Criteria of Grading of Construction Enterprise Qualifications (JianJian [2001]
No.82) and other provisional and standardization documents concerning qualification administration of construction enterprises.

The qualification grade of a new construction enterprise with foreign investment shall be verified at the lowest grade, with an interim
period of one year.

A new construction enterprise with foreign investment invested by a foreign enterprise that has contracted project(s) in China may
apply directly for a qualification of Grade B or above, provided that it meets following requirements in addition to other requirements
necessary for the construction enterprise qualification:

(1)

It has gained a foreign enterprise qualification certificate or an approval certificate for contracting projects, which is issued
by Ministry of Construction, or provincial competent administration on construction or by a competent administration of special economic
zone or costal opening city prior to September 30, 2003, according to the Interim Measures for Qualification Administration on Foreign
Enterprise Contracting Construction Projects in China (Decree No.32 of The Ministry of Construction).

(2)

For the applications for the construction enterprise with foreign investment qualifications, the performances of contracted projects
in China by the applicant foreign corporations shall meet with the standards for contracting projects which are required for applying
for the construction enterprise with foreign investment qualifications. For the application for a qualification of Chinese-foreign
equity joint venture construction enterprise or Chinese-foreign cooperative construction enterprise, the performance of the projects
contracted in China by the foreign corporations as well as the total performance of contracted projects by the Chinese parties shall
meet with the standards for contracting projects that are required for applying for the construction enterprise qualifications.

For the domestic construction enterprises with foreign shares invested by foreign corporations, which natures therefore become Chinese-foreign
equity joint venture construction enterprises or Chinese-foreign cooperative construction enterprises, the qualifications shall be
re-graded according to the standards actually reached.

For the domestic construction enterprises purchased by foreign enterprises, which nature therefore become construction enterprises
with foreign investment, the qualifications shall be graded according to the standards actually reached.

A Chinese-foreign equity joint venture construction enterprise or a Chinese-foreign cooperative construction enterprise established
prior to the enforcement of the Provisions, which registered capital had not met with the requirements in the former Provisions on
Founding Construction Enterprise with Foreign Investment promulgated jointly by the Ministry of Construction and the Ministry of
Foreign Trade and Economic Cooperation may, after the enforcement of the Provisions, apply for an appropriate grade of qualification
of construction enterprise.

IV.

Requirements for the foreign service-providers in construction enterprises with foreign investment

If a construction enterprise with foreign investment employs a foreign service-provider as technical or economic manager, labor contract
signed legally shall be presented when applying for the qualification.

If a construction enterprise with foreign investment employs a foreign service-provider as its operation manager, such foreign service-provider
shall possess the working experience in construction management which is required in the standards for construction enterprise qualification
and shall provide corresponding proofs.

If a construction enterprise with foreign investment employs a foreign service-provider as technical or economic manager, such foreign
service-provider shall possess a professional post_title equivalent to the required standards for construction enterprise qualification.

A foreign service-provider with a college degree or above and with over 10-year working experience in this field, who is employed
by a construction enterprise with foreign investment as technical or economic manager, may be reported as a staff with a senior professional
post_title when applying for the qualification. One with an associate degree or above and with over 5-year working experience in this
field may be reported as one with a middle professional post_title.

A foreign service-provider employed by a construction enterprise with foreign investment as the project manager, who meets with the
following requirements and can provide corresponding proofs, may be approved to be with the corresponding qualification for the project
manager by the qualification administration authority when the enterprise is applying for the qualification.

(1)

A foreign service-provider declared as Grade A project manager shall have been the principal construction manager for one construction
project that meets with the requirements for Grade A construction enterprise or two construction projects that meet with the requirements
for Grade B construction enterprise.

(2)

A foreign service-provider declared as Grade B project manager shall have been the principal construction manager for two construction
projects including at least one project that meets with the requirements for Grade B construction enterprise.

(3)

A foreign service-provider declared as Grade C project manager shall have been the principal construction manager for two construction
projects including at least one project that meets with the requirements for Grade C construction enterprise. The headcounts of the
foreign service-providers approved as the project managers of the enterprise according this Article shall not exceed one-of-the-third
of the headcounts for project managers specified in the standards for qualification of construction enterprise.

The accumulated residing time within the territory of China of each foreign service-provider employed by the construction enterprise
with foreign investment as technical or economic manager shall be no less than 3 months each year.

Verification of the performances of construction enterprises with foreign investment in contracting construction projects

After the enforcement of the Provisions, if the foreign party of a construction enterprise with foreign investment contracts a project
jointly with a Chinese construction enterprise or subcontracts a project to a Chinese construction enterprise, the performance of
such project may be regarded as the performance of this construction enterprise with foreign investment for applying for the construction
enterprise qualification or for annual audit.

VI.

Scope of contracting projects of construction enterprise with foreign investment

“Jointly contracting by Chinese-foreign construction enterprises” mentioned in Item 4, Article 15 in the Provisions means that construction
enterprise with foreign investment may contract projects jointly with domestic construction enterprises, Chinese-foreign equity joint
venture construction enterprises or Chinese-foreign cooperative construction enterprises.

VII.

Acceptance time for the applications for qualifications of construction enterprises with foreign investment

The period from December 1, 2002 to October 1, 2003 is the transition period for implementing both Decree No.32 of the Ministry of
Construction and the Provisions at the same time. Within this transition period, the qualification administration authorities are
ready to accept the applications for construction enterprise with foreign investment qualifications at any time. After October 1,
2003, the applications for construction enterprise with foreign investment qualifications will be accepted by the schedule arranged
by the qualification administration authorities.

VIII.

Relation between the Provisions and former Decree No.32 of the Ministry of Construction

Prior to October 1, 2003, according to Article 26 of the Provisions, construction enterprises with foreign investment may continue
contracting projects in accordance with the former Decree No.32 of the Ministry of Construction, i.e. Interim Measures for Qualification
Management on Foreign Corporations Contracting Construction Projects in China.

Foreign enterprises that have gained qualification certificates for contracting construction projects may continue contracting construction
projects in accordance with the requirements in the Interim Measures for Qualification Management on Foreign Corporations Contracting
Construction Projects in China, including continuing uncompleted construction projects, continuing to apply for expanding contracted
areas and continuing to apply for term extension of the qualification certificate.

Foreign enterprises that have not gained qualification certificates for contracting construction projects may continue to apply for
foreign enterprise qualification certificates in accordance with the requirements in the Interim Measures for Qualification Management
on Foreign Corporations Contracting Construction Projects in China.

After October 1, 2003, the qualification administration authorities will not accept the applications from foreign corporations for
contracting construction projects within the territory of China, and will not deal will the applications for extending qualification
terms or for expanding contracted areas. Foreign corporations may continue to complete the projects contracted before this date which
contract terms or actual performance terms exceed this date.

The Ministry of Construction
2003-04-08

CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION CONCERNING TAX ADMINISTRATION ON PERMANENT REPRESENTATIVE OFFICES OF FOREIGN ENTERPRISES

The State Administration of Taxation

Circular of the State Administration of Taxation Concerning Tax Administration on Permanent Representative Offices of Foreign Enterprises

GuoShuiFa [2003] No.28

March 12, 2003

National and district taxation offices at levels of province, autonomous region, municipality directly under the Central Government
and municipality separately listed on the State plan:

For the purpose of further standardizing the taxation administration on permanent representative offices of foreign enterprises, according
to the actual situations of the taxation administration on these representative offices, the issues on the implementation of the
Circular of the State Administration of Taxation Concerning Tax Administration on Permanent Representative Offices of Foreign Enterprises
(GuoShuiFa [1996] No.165) are hereby circularized in the following:

About taxation registration and tax declaration of the representative offices

If foreign enterprises establish various permanent representative offices (hereinafter referred to as ROs) in China which deal with
various activities in China, these ROs shall make tax registration and declare their operations to the competent administrations
of taxation according to relative provisions in the Law of Taxation of People’s Republic of China. The ROs exempt from taxation in
the light of Item 2 of Article 1 of GuoShuiFa [1996] No.165 and other provisions may declare their annual operations within one
month after the end of the year.

II.

About tax levied on the ROs.

The ROs engaged in transactions with payable taxes in accordance of Item 1, Article 1 of GuoShuiFa [1996] No.165 shall calculate
and pay business taxes and enterprise income taxes according to the following regulations:

(1)

The ROs engaged in the transactions listed in Subitem 2, Item 1, Article 1 of GuoShuiFa [1996] No.165, including commercial operation,
law, taxation, accounting and auditing, shall establish and complete account books, correctly calculate incomes and taxable amounts,
and honestly declare the taxes.

(2)

For the ROs providing services that listed in Subitem 1,2 & 5 under Item 1 of Article 1 of GuoShuiFa [1996] No.165, including agenting
and trading (including trading own products and agenting others’ products), which businesses are mainly carried out by requests from
their headquarters without directly signing contracts or agreements with the service-receivers, the incomes from the services by
the ROs are usually collected by their headquarters. Such incomes of the ROs shall be determined via calculation of their expenditures
that will be the basis of levied taxes.

(3)

The ROs engaged in businesses listed in Item 1, Article 1 of GuoShuiFa [1996] No.165, except for the above-mentioned two kinds, shall
on schedule declare to the local competent taxation administrations based on their actual business incomes from their business activities,
including those collected by the headquarters. If there is no business income in current year, the RO may report its annual business
within one month after the end of current year.

III.

About tax exemption for ROs of foreign governments, international organizations, non-profitable institutions and nongovernmental organizations

For the ROs established by foreign governments, international organizations, non-profit institutions and nongovernmental organizations
in China, they (or their headquarters, or their higher levels) may apply to local competent taxation administrations (including local
district taxation administrations) for tax exemption, and provide the certificate documents issued by governments that testify their
natures. Such applications shall be validated by local taxation administration (including local district taxation administrations)
to report to the State Administration of Taxation for approval.

IV.

About administration and audit on ROs

(1)

Local taxation administrations shall strengthen the routine administrations on ROs and establish necessary communication systems to
include all ROs into their normal taxation administration.

(2)

The competent taxation administration shall carefully check the declaration documents submitted by the ROs, and carry out on-spot
audit when necessary. If any operation is found incompliance with that declared in the examination, ROs shall be disposed according
to the provisions of the Law of the People’s Republic of China on Administration of Levy and Collection of Taxes.

This Circular shall enter into force as of July 1, 2003. If previous provisions are inconsistent with this Circular, this Circular
shall prevail.

The State Administration of Taxation
2003-03-12

CIRCULAR OF THE MINISTRY OF COMMERCE CONCERNING PRINTING AND DISTRIBUTING THE “SUPPLEMENTARY CIRCULAR ON RELATED ISSUES CONCERNING EXAMINING PROJECTS OF LABOR SERVICE COOPERATION WITH FOREIGN PARTIES”

Circular of the Ministry of Commerce concerning Printing and Distributing the “Supplementary Circular on Related Issues concerning
Examining Projects of Labor Service Cooperation with Foreign Parties”

Shang He Fa [2003] No. 44
April 9, 2003

The commissions (departments, bureaus) of foreign trade and economic cooperation of all provinces, autonomous regions and municipalities
directly under the Central Government and cities specifically designated in the state plan, all related enterprises under the management
of the Central Government:

For the purpose of further regulating and simplifying the procedures for labor workers to go abroad, and strengthening the administration
of labor service cooperation with foreign parties, the Ministry of Public Security has printed and distributed the “Supplementary
Circular on Related Issues concerning Carrying out the Measures for Going through the Formalities for Labor Workers to Go Abroad”
(Gong Jing Chu [2003] No. 352), forwarded by the Ministry of Commerce on April 4, 2003, hereinafter referred to as “Supplementary
Circular of the Ministry of Public Security”).For the purpose of doing a good job in cooperation, and perfecting the measures for
examining projects of labor service cooperation with foreign parties, the Ministry of Commerce hereby print and distribute the “Supplementary
Circular on Related Issues concerning Examining Projects of Labor Service Cooperation with Foreign Parties” (see appendix). The Supplementary
Circular shall be conformed to and carried out, and be forwarded to related departments.

Whereas the Supplementary Circular of the Ministry of Public Security goes into effect on May 1, 2003, for the purpose of doing a
good job in the cooperation, you must report the specimen of exit certificate numbers, the molds of seals, as well as the scripts
of signatures, telephone and fax numbers of the issuers of exit certificates (2 persons, who shall be department leaders) to the
present Ministry (Department of Cooperation) by April 15.

Appendix:
Supplementary Circular on Related Issues concerning Examining Projects of Labor Service Cooperation with Foreign Parties

We hereby distribute the present Supplementary Circular as follows for the purpose of perfecting the measures for examining projects
of labor service cooperation with foreign parties, clarifying the methods and procedures concerning issuing exit certificates to
labor workers, and further doing a good job in going through the formalities for labor workers to go abroad:

Examination of Projects of Labor Service Cooperation with Foreign Parties

When handing in labor service project examination materials to the local administrative department of foreign trade and economic cooperation
of the province, autonomous region, municipality directly under the Central Government, or municipality under separate state planning
(hereinafter referred to as the administrative department of foreign trade and economic cooperation at the provincial level, see
Appendix for the name list), an enterprise with the operational qualification for labor service cooperation with foreign parties
(hereinafter referred to as operation company) shall hand in the opinions of the commerce institution of the Chinese embassy (consulate)
stationed abroad besides the materials prescribed in the “Circular concerning Printing and Distributing the Provisions on Related
Issues concerning Examining Projects of Labor Service Cooperation with Foreign Parties” (Wai Jing Mao He Fa [2002] No. 137). Any
administrative department of foreign trade and economic cooperation at the provincial level shall not separately solicit opinions
from the commerce institution of the Chinese embassy (consulate) stationed abroad except for special situations.

For an enterprise authorized by the Ministry of Foreign Affairs (Department of Consular Affairs) to handle visa shall solicit opinions
from the commerce institution of the Chinese embassy (consulate) stationed in the country (region) where the project is located before
making an examination on a labor service project by itself,.

Exit Certificates of Labor Workers

(1)

For any labor worker who must hold a “Labor Worker’s Exit Certificate” for exit assigned by an operation company, the said certificate
shall be issued by the administrative department of foreign trade and economic cooperation at the provincial level at the operation
company’s locality. Before issuing the labor worker’s exit certificate, the administrative department of foreign trade and economic
cooperation at the provincial level shall check the project information reported by the operation company, and control the issuance
in a strict manner. If an exit certificate needs to be issued to a labor worker assigned by an enterprise authorized by the Ministry
of Foreign Affairs (Department of Consular Affairs) to handle the visa by itself, it shall be issued after the administrative department
of foreign trade and economic cooperation at the provincial level at the locality of its registration has examined the project.

(2)

The exit certificates shall be printed and made by each administrative department of foreign trade and economic cooperation at the
provincial level, be filled out by a designated handler with a pen of blue or black ink, as well as be numbered in a uniform sequence
(e.g., Jing Wai Jing Mao Chu Jing Zi [2003] No. ___). An exit certificate shall be in duplicate, with one to be handed over to the
operation company for going through exit formalities for the labor worker, and the other to be kept for the administrative department
of foreign trade and economic cooperation at the provincial level in archives.

(3)

The administrative department of foreign trade and economic cooperation at the provincial level shall issue a statistical form of
exit certificate (see Appendix 2) every half a year, report the form to the Ministry of Commerce (Department of Cooperation) and
make a copy to the Entry and Exit Administration of the Ministry of Public Security and China International Contractors Association
by June 15 of each year and by January 15 of the next year, as well as report the overall information on issuing exit certificates
of the last half of the year to the Ministry of Commerce (Department of Cooperation) by January 15 of each year.

The present Supplementary Circular shall prevail if any content in the “Circular on Printing and Distributing the Provisions on Related
Issues concerning Examining Projects of Labor Service Cooperation with Foreign Parties” fails to be consistent with the present Supplementary
Circular.

The present Supplementary Circular shall go into effect as of May 1, 2003.

Appendix 1
Name List of the Administrative Department of Foreign Trade and Economic Cooperation at the Provincial Level which have the Power
to Issue Exit Certificates to Labor Workers

Commission of Foreign Trade and Economic Cooperation of Beijing Municipality

Commission of Foreign Trade and Economic Cooperation of Tianjin Municipality

Department of Foreign Trade and Economic Cooperation of Hebei Province

Department of Foreign Trade and Economic Cooperation of Shanxi Province

Department of Foreign Trade and Economic Cooperation of Inner Mongolia Autonomous Region

Department of Foreign Trade and Economic Cooperation of Liaoning Province

Bureau of Foreign Trade and Economic Cooperation of Dalian Municipality

Department of Foreign Trade and Economic Cooperation of Jilin Province

Department of Foreign Trade and Economic Cooperation of Heilongjiang Province

Commission of Foreign Trade and Economic Cooperation of Shanghai Municipality

Department of Foreign Trade and Economic Cooperation of Jiangsu Province

Department of Foreign Trade and Economic Cooperation of Zhejiang Province

Bureau of Foreign Trade and Economic Cooperation of Ningbo Municipality

Department of Foreign Trade and Economic Cooperation of Anhui Province

Department of Foreign Trade and Economic Cooperation of Fujian Province

Bureau of Trade Development of Xiamen Municipality

Department of Foreign Trade and Economic Cooperation of Jiangxi Province

Department of Foreign Trade and Economic Cooperation of Shandong Province

Bureau of Foreign Trade and Economic Cooperation of Qingdao Municipality

Department of Foreign Trade and Economic Cooperation of Henan Province

Department of Foreign Trade and Economic Cooperation of Hubei Province

Department of Foreign Trade and Economic Cooperation of Hunan Province

Department of Foreign Trade and Economic Cooperation of Guangdong Province

Bureau of Foreign Trade and Economic Cooperation of Shenzhen Municipality

Department of Foreign Trade and Economic Cooperation of Guangxi Zhuang Autonomous Region

Department of Foreign Trade and Economic Cooperation of Hainan Province

Commission of Foreign Trade and Economic Cooperation of Chongqing Municipality

Department of Foreign Trade and Economic Cooperation of Sichuan Province

Department of Trade Cooperation of Guizhou Province

Department of Foreign Trade and Economic Cooperation of Yunnan Province

Department of Foreign Trade and Economic Cooperation of Tibet Autonomous Region

Department of Foreign Trade and Economic Cooperation of Shaanxi Province

Department of Trade and Economic Cooperation of Gansu Province

Department of Foreign Trade and Economic Cooperation of Qinghai Province

Department of Foreign Trade and Economic Cooperation of Ningxia Hui Autonomous Region

Department of Foreign Trade and Economic Cooperation of Xinjiang Uigur Autonomous Region

Bureau of Foreign Trade and Economic Cooperation of Xinjiang Production and Construction Corps

The Ministry of Commerce
2003-04-09

CIRCULAR OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE FOR PRINTING AND DISTRIBUTING THE INTERIM MEASURES FOR DISPOSING THE BEHAVIORS OF FAILING TO GO THROUGH THE VERIFICATION PROCEDURES FOR IMPORT PAYMENTS AND EXPORT PROCEEDS WITHIN TIME LIMIT

The State Administration of Foreign Exchange

Circular of the State Administration of Foreign Exchange for Printing and Distributing the Interim Measures for Disposing the Behaviors
of Failing to Go through the Verification Procedures for Import Payments and Export Proceeds within Time Limit

HuiFa [2003] No.40

March 13, 2003

Branches and Foreign Exchange Administration Offices under the State Administration of Foreign Exchange at levels of provinces, autonomous
regions and municipalities directly under the Central Government, and branch administrations of Shenzhen, Dalian, Qingdao, Xiamen,
Ningbo:

For the purpose of further improving and perfecting the administration of the verification of import payments and export proceeds
within the administrations of foreign exchange, clearing up the unverified transactions in time, standardizing the transfer procedures
for overdue transactions unverified, disposing the behaviors of failing to go through the verification procedures according to relevant
provisions, and urging importers and exporters to carefully implement the verification procedures to improve the rates of verifications
of import payments and export proceeds in foreign exchanges, the State Administration of Foreign Exchange, in accordance with the
Regulations of the People’s Republic of China on Administration of Foreign Exchange, the Operating Procedures of the State Administration
of Foreign Exchange on Operating Procedures for Transferring Cases as well as relative provisions, has formulated the Interim Measures
for Disposing the Behaviors of Failing to Go through the Verification Procedures for Import Payments and Export Proceeds within Time
Limit, and print and distribute it hereby to you for implementation.

Attachments:

1. Interim Measures for Disposing the Behavior of Failing to Go through Verification Procedures for Import Payments and Export Proceeds
in Foreign Exchanges within Time Limits

2. Registration Form of Transfer of Overdue Unverified Export Proceeds & Import Payments in Foreign Exchanges (omitted)

3. Notice of Verification (omitted)

Attachment 1:Interim Measures for Disposing the Behavior of Failing to Go through Verification Procedures for Import Payments and Export Proceeds
in Foreign Exchanges within Time Limits

Article 1

These Measures are formulated for the purpose of standardizing the operations within the administrations of foreign exchange, including
clear-up, transfer, audit and disposal of the behaviors of failing to go through verification procedures for import payments and
export proceeds in foreign exchange, and urging importers/exporters to carefully implement the verification procedures to improve
the rates of verifications of import payments and export proceeds in foreign exchange, according to the Regulations of The People’s
Republic of China on Administration of Foreign Exchange (hereinafter referred to as the “Regulations”) and the Operating Procedures
of the State Administration of Foreign Exchange on Operating Procedures for Transferring Cases as well as relative provisions.

Article 2

The “Overdue unverified import payments and export proceeds in foreign exchange within time limits” mentioned in these Measure include
“Unverified import payments in foreign exchange within time limit” and “Overdue unverified export proceeds in foreign exchange within
time”. The “Overdue unverified import payments in foreign exchange within time limit” mean that the importers fail to go through
verification procedures for the import payments within one month after the customs declarations; and the “Overdue unverified export
proceeds in foreign exchange within time limit” mean that the exporters fail to go through verification procedures for the export
proceeds in foreign exchange within one month after the customs declarations.

Article 3

For any overdue unverified import payment or export proceeds in foreign exchange, the verification department under the administration
of foreign exchange (hereinafter referred to as the “VD”) shall, in a timely manner, collect the related information and urge the
importer or exporter to go through the verification procedures. The VD shall promptly transfer the cases of failing to go through
the procedures even after being urged to the audit department (hereinafter referred as the AD) for disposal.

Article 4

The VDs shall regularly clear up unverified import payments and export proceeds in foreign exchange, at a frequency of at least once
a month. For the importers or exporters with multiple unverified transactions or and biggish unverified amounts, the VDs shall organize
to clear-up in a timely manner. After clearing up, the VDs shall record and summarize such clear-ups.

Article 5

The VD shall issue a Notice of Verification (see Attachment 2) to the importer/exporter that has behavior(s) of failing to go through
the verification procedures, in a delivering way suitable to local situation. However, Records of receipts signed by the importers/exporters
as well as the records on the urges shall be made. The time limits and the times of urges shall be determined according to local
specific circumstance, and the urging work shall be finished within 90 days after the day of issuing the Notice of Verification.

Article 6

After the end of the urging work, the VDs shall immediately transfer the information on the unverified import transactions of any
case of the following to the VDs for disposal:

(1)

Failing to go through the verification procedures after being urged to do so;

(2)

Failing to explain the reasons for failing to go through the verification procedures within 90 days after the day of receiving the
Notice of Verification, or its reasons have not been approved by the VDs;

(3)

The importer could not be contacted with for the fault of importer; or

(4)

Refusing to receive the Notice of Verification.

Article 7

For the following cases, the VDs shall defer to transfer the cases of failing to go through the verification procedures within the
time limit. Such cases shall be transferred only after the problems are settled down:

(1)

The importer has gone through the procedures by presenting the paper-based customs declaration form sealed with the “Checked and Verified”
by the Customs, but there is no electronic record in the Import/Export Customs Declaration Checking System;

(2)

The importer has applied for deferring the verification due to missing of customs declaration form for import goods, by presenting
the import contract, import invoice and tax payment documentation issued by customs, and such application has been approved by the
VD; or

(3)

The importer is unable to declare for verification for special reasons and the VD has approved such deferring.

Article 8

After the urging work is completed, the VDs shall, in a timely manner, transfer the cases of export proceeds within the time limit
to the ADs, except for the following:

(1)

The cases meeting with the requirements for margin verifications and being disposed;

(2)

The cases meeting with the requirements for verification for future reference and being disposed;

(3)

The cases that he foreign changes have been received but could not be verified due to technical conditions and being disposed by relevant
department;

(4)

The cases failing to be verified within the stipulated time limit but having presented the explanations on the situations to the VDs
and having got the approval from the VDs.

Article 9

When the VDs transfer the information on unverified import payments and export proceeds in foreign exchange to the ADs, they shall
fill in a Form of Transferring Overdue Unverified Import Payments and Export Proceeds in Foreign Exchanges (see Attachment 3) for
each importer/exporter, and transfer the following documents to the ADs:

(1)

Notice of Verification and relative records of urging work;

(2)

List of overdue unverified import payments or export proceeds in foreign exchange; and

(3)

Relative original warrants.

Article 10

After the VDs transferred the information on overdue unverified import payments or export proceeds in foreign exchange to the ADs,
they shall help to provide relative warrants, information required by the ADs for disposing the cases. The VD shall handle the overdue
unverified cases transferred to them and give a notice on the disposals to the ADs within 2 days after handling the cases.

Article 11

The ADs shall accept with signature the cases of failing to go through the procedures for verification according to the Operating
Procedures of the State Administration of Foreign Exchange on Operating Procedures for Transferring Cases and audit the cases. Case
filing shall be made for the cases within 7 days, except for the following:

(1)

The ADs shall, within 5 days, return those cases with uncompleted documents to the ADs for completion.

(2)

For the cases which importers/exporters have cancelled registration with the administrations of industry and commerce or which registrations
with the administrations have been cancelled automatically due to failing to registering for over two years, the ADs shall not file
them and return the relative documents to VDs.

(3)

The ADs shall not file the cases which importers/exporters could not found through on-site investigation though their registrations
with the administration of industry and commerce have not been cancelled, but record the cases for future references and return the
documents to the VDs. If such importers/exporters apply for verification next time, the VDs shall renew the relative data of such
importers/exporters and transfer the cases again to the ADs; or

(4)

The cases with other proper reasons.

Article 12

For the filed cases of failing to go through procedures for unverified import payments and export proceeds in foreign exchange within
the time limit, the ADs shall carefully audit the relative documents and analyze the causes for the failures. For the behaviors involving
large amount and failing to provide relevant proofs and with obvious suspicion of escaping and deceiving foreign exchanges, investigations
shall be extended.

Article 13

For any behavior of failing to go through the verification procedures for import payments and export proceeds in foreign exchange,
punishment shall be imposed for each case. According to Article 27 of Law of the People’s Republic of China on Administrative Punishment,
if the case is a minor illegal act, which single unlawful sum is below $250,000, the punishment may be mitigated according to the
situation. If the single unlawful sum is above $250,000, the administration of foreign exchange shall give a warning, circulate a
notice of criticism and confiscate any illegal gains and impose a fine of no less than RMB 50,000 and no more than RMB 300,000 according
to Article 48 of the Regulations of The People’s Republic of China on Administration of Foreign Exchange. If the offense constitutes
a crime, criminal liability shall be pursued according to laws. The standard for a single fine is RMB 1,000 for each $5,000. A sum
of a single fine on an act of failing to go through verification procedures for import payment and export proceeds in foreign exchange
shall be no more than RMB 300,000. For the act of failing to have the export proceeds in foreign exchange verified, which meets the
conditions of Article 39 of Rules of Implementation of Administration Measures on Export Proceeds in Foreign Exchanges, the sum
of a single fine shall be no more than RMB 30,000.

Article 14

For any of the following importers/exporters, the punishment may be mitigated if they present written applications and such applications
have been approved by the case auditing committee after discussion:

(1)

The overdue unverified export proceeds in foreign exchange have been disposed as bad debts with approval from the financial administration
at the level of municipality or above;

(2)

The importer/exporter has gone through the verification procedures for the items under relative imports/exports prior to the issue
of Decision of Administrative Sanction.

(3)

The importer has transferred back the equivalence of sum of money from abroad which has been paid to initiatively reduced harmful
results; and

(4)

Other cases meeting the conditions for mitigating penalties according to the Law of the People’s Republic of China on Administrative
Penalty.

Article 15

After closing the cases for disposing unverified import payments or export proceeds in foreign exchanges, the ADs shall timely feedback
the disposal results to the VDs.

Article 16

These Measures is formulated and interpreted by the State Administration of Foreign Exchange.

Article 17

These Measures shall go into effect as of April 1, 2003. If previous provisions are inconsistent with these Measures, these Measures
shall prevail.

The State Administration of Foreign Exchange
2003-03-13

MEASURES FOR THE ADMINISTRATION OF FOREIGN-INVESTED BOOKS, NEWSPAPERS AND MAGAZINES DISTRIBUTION ENTERPRISES

the State Administration of Press and Publication, the Ministry of Foreign Trade and Economic Cooperation

Decree of the State Administration of Press and Publication and the MOFTEC of the PRC

No.18

The Measures for the Administration of Foreign-Invested Books, Newspapers and Magazines Distribution Enterprises, as passed at the
3rd Administrator’s Meeting of the State Press and Publication Administration on December 17, 2002 and at the 4th Ministerial Meeting
of the MOFTEC on March 7, 2003, is hereby promulgated, which enters into force on May 1, 2003.

Administrator of of the State Administration of Press and Publication Shi Yanyuan

Minister of the MOFTEC Shi Guangsheng

March 17, 2003

Measures for the Administration of Foreign-Invested Books, Newspapers and Magazines Distribution Enterprises

Article 1

In order to expand foreign exchange and cooperation and strengthen the administration over foreign-invested books, newspapers and
magazines distribution enterprises, the Measures are hereby formulated according to the Law of Sino-Foreign Equity Joint Ventures
of the PRC, the Law of Sino-Foreign Cooperative Joint Ventures of the PRC, the Law of Solely Foreign-funded Enterprises of the PRC,
the Regulation on Administration of Publication of the PRC and the relevant laws and regulations.

Article 2

The Measures are applicable to the foreign-invested books, newspapers and magazines distribution enterprises established in the territory
of the PRC.

The books, newspapers and magazines herein refer to those published by the publishing units approved by the publication administrative
department of the State Council.

The distribution business herein refers to wholesale and retail of the books, newspapers and magazines.

The foreign-invested books, newspapers and magazines distribution enterprises herein refer to the books, newspapers and magazines
distribution enterprises in the nature of Sino-foreign equity joint ventures or cooperative joint ventures jointly established in
the principle of equality and mutual benefits with approval by the relevant department of the Chinese government according to law
by foreign enterprises, other economic organization or individuals (hereinafter referred to as foreign investors) with Chinese enterprises
or other economic organizations (hereinafter referred to as Chinese investors) and those solely established by foreign investors
in the territory of the PRC.

Share-participation or M&A of foreign investors in domestic-invested books, newspapers and magazines distribution enterprises is one
of the modes for the establishment of foreign-invested books, newspapers and magazines distribution enterprises. In case of share-participation
or M&A of foreign investors in domestic-invested books, newspapers and magazines distribution enterprises, the enterprises shall
go through the formalities for conversion into foreign-invested enterprises according to the Measures.

Article 3

The foreign-invested books, newspapers and magazines distribution enterprises to be established with application are limited liability
companies or joint-stock companies.

Article 4

In case of undertaking of the distribution business of books, newspapers and magazines, the foreign-invested books, newspapers and
magazines distribution enterprises shall abide by the Chinese laws and regulations.

The normal operation and business of foreign-invested books, newspapers and magazines distribution enterprises, as well as the legitimate
rights and interests of the parties thereto are protected by the Chinese law.

Article 5

In selecting the sites for operation and business, the foreign-invested books, newspapers and magazines distribution enterprises shall
be in compliance with the requirements for urban planning.

Article 6

The administrative department of the press and publication of the State Council and the administrative department of foreign trade
and economic cooperation under the State Council shall be in charge of the administration over the examination, approval and supervision
of foreign-invested books, newspapers and magazines distribution enterprises.

The administrative department of the press and publication and the administrative department of foreign trade and economic cooperation
at and above county level shall in compliance with their function division be responsible for the supervision administration over
the foreign-invested books, newspapers and magazines distribution enterprises in their corresponding administrative areas.

Article 7

For establishing foreign-invested books, newspapers and magazines wholesale enterprises, the following conditions should be met:

(1)

Chinese and foreign investors shall be independently capable of civil liabilities in the capacity for undertaking of the distribution
business of books, newspapers and magazines, without records of violation of law or breach of disciplines in the past three years;

(2)

The legal representative or general manager shall have obtained the professional qualification certificate for distributors of publications
above medium level and the professional distributors shall have obtained the qualification certificate for distributors of publications
above primary level;

(3)

Having the fixed business site pertinent to the wholesale business with business area no less than 50m2, and the business area of
independently engaged operation site no less than 500m2;

(4)

Registered capital no less than RMB30m; and

(5)

Operation term no more than 30 years.

Article 8

For establishing foreign-invested books, newspapers and magazines retail enterprises, the following conditions should be met:

(1)

(2)

(3)

Having the fixed business site pertinent to the business;

(4)

Registered capital no less than RMB5m; and

(5)

Operation term no more than 30 years.

Article 9

In case of investment participation with state-owned assets (including capital contribution after pricing or pricing as cooperative
terms), the Chinese investors shall go through the formalities for appraisal of the state-owned assets and confirmation (or filing)
of the appraisal results in compliance with the relevant state provisions.

Article 10

Prior to establishing the foreign-invested books, newspapers and magazines distribution enterprises, application documents should
be submitted to the administrative department of the press and publication of the provinces, autonomous regions, and municipalities
directly under the Central Government where the enterprises are located:

(1)

Application for the establishment of the foreign-invested books, newspapers and magazines distribution enterprises.

(2)

Project proposals and feasibilities study report signed by the legal representatives or the general managers of both parties to the
investment that have been compiled or recognized jointly by both parties. The project proposals shall indicate the following items:

Names and residential places of investors of both parties;

the name, legal representative, place, business scope, registered capital and total investment of the foreign-invested books, newspapers
and magazines distribution enterprises to be established; and

Means of investment contribution by both parties and amount of contribution.

(3)

Business licenses or incorporation registration certification and qualification certification of investors, as well as the valid certification
and professional qualification certificates of the legal representatives of both parties.

(4)

In case the Chinese investors of the Sino-foreign equity joint venture or the cooperative joint venture participate in the investment
with state-owned assets, the report on the appraisal of the state-owned assets and the documents relating to the confirmation (or
filing) of the appraisal results should be submitted.

Within fifteen working days upon receipt of the application documents, the corresponding administrative department of the press and
publication of provinces, autonomous regions, and municipalities directly under the Central Government shall put forth opinions on
review and examination, which then should be submitted to for examination and approval by the administrative department of the press
and publication of the State Council.

Article 11

In submitting the application for foreign-invested books, newspapers and magazines distribution enterprises, the administrative department
of the press and publication of provinces, autonomous regions, and municipalities directly under the Central Government shall present
the following documents to the administrative department of the press and publication of the State Council:

(1)

the application documents stipulated by Article 10 of the Measures;

(2)

the opinions on review and examination by the administrative department of the press and publication of provinces, autonomous regions,
and municipalities directly under the Central Government;

(3)

other documents as specified by the provisions of laws and regulations.

Within thirty working days upon receipt of the application and the opinion on review and examination, the administrative department
of the press and publication of the State Council should make decisions on whether or not the approval is granted, which should be
notified in writing to the applicant by the administrative department of the press and publication of the provinces, autonomous regions,
and municipalities directly under the Central Government, and in case no approval is granted, the reasons thereof should be given.

Article 12

Upon obtaining the approval document from the administrative department of the press and publication of the State Council, the applicant
should according to the relevant laws and regulations submit application to the administrative department of foreign trade and cooperation
of the provinces, autonomous regions, and municipalities directly under the Central Government where the enterprises are located,
with the following documents submitted:

(1)

The application documents specified by Article 11 of the Measures and the approval documents granted by the administrative department
of the press and publication of the State Council;

(2)

The contract and articles of association of the foreign-invested books, newspapers and magazines distribution enterprises signed by
the legal representatives or authorized representatives of the parties to the investment;

(3)

Lists of the name and certification documents of the directors of the foreign-invested books, newspapers and magazines distribution
enterprises to be established;

(4)

Certificate on pre-verification of the name of the enterprises issued by the administrative department of industry and commerce; and

(5)

Other documents specified by the provisions of laws and regulations.

Within fifteen working days upon receipt of the application and the relevant documents, the administrative department of foreign trade
and economic cooperation of the provinces, autonomous regions, and municipalities directly under the Central Government put forth
the opinions on review and examination, which should be submitted for examination and approval by the administrative department of
foreign trade and economic cooperation of the State Council.

Article 13

In submitting the application for foreign-invested books, newspapers and magazines distribution enterprises, the administrative department
of foreign trade and economic cooperation provinces, autonomous regions, and municipalities directly under the Central Government
shall present the following documents to the administrative department of foreign trade and economic cooperation of the State Council:

(1)

the application documents stipulated by Article 12 of the Measures;

(2)

the opinions on review and examination by the administrative department of foreign trade and economic cooperation of provinces, autonomous
regions, and municipalities directly under the Central Government;

(3)

other documents as specified by the provisions of laws and regulations.

Within thirty working days upon receipt of all the documents specified, the administrative department of foreign trade and economic
cooperation of the State Council should make written decisions on whether or not the approval is granted, and in case the application
is approved, the Certificate on Approval for Foreign-Invested Enterprises should be issued.

Article 14

Within 90 days upon obtaining the approval, the applicant of the foreign-invested books, newspapers and magazines distribution enterprises
shall carry the approval documents and the Certificate on Approval for Foreign-Invested Enterprises and go to the administrative
department of the press and publication of provinces, autonomous regions, and municipalities directly under the Central Government
for obtaining the License of Publication Business. Then the applicant shall carry the License of Publication Business and the Certificate
on Approval for Foreign-Invested Enterprises and go to the local administrative department of industry and commerce for obtaining
the business license by force of law before undertaking of the distribution business of books, newspapers and magazines.

Article 15

In case the foreign-invested books, newspapers and magazines distribution enterprises established with approval apply for alteration
of the investors, registered capital, total investment, business scope, or operation term, corresponding formalities should be handled
with for alteration and registration in compliance with Article 10 through Article 14 .

In case of alteration of other items by the foreign-invested books, newspapers and magazines distribution enterprises, application
should be submitted for approval or filing by the administrative department of foreign trade and economic cooperation of the State
Council State Council in compliance with the provisions of foreign-invested enterprises. In case of alteration of the enterprise
name, place, legal representative, principal responsible persons and termination of the operation and business upon the expiration
term of the business term of the foreign-invested books, newspapers and magazines distribution enterprises, filing should be made
within thirty days with the local administrative department of the press and publication of the provinces, autonomous regions, and
municipalities directly under the Central Government.

Article 16

In case of renewal of the business term of the foreign-invested books, newspapers and magazines distribution enterprises upon it expiration,
the application should be submitted to the administrative department of foreign trade and economic cooperation of the State Council
180 days prior to the expiration of the business term, and the administrative department of foreign trade and economic cooperation
of the State Council shall make written decisions on whether approval would be granted within thirty days upon receipt of the application.
And in case of approval granted, filing should be made within thirty days with the local administrative department of the press and
publication of provinces, autonomous regions, and municipalities directly under the Central Government.

Article 17

The Measures are applicable to investors from Hong Kong and Macao Special Administrative Regions and Taiwan Area when they establish
books, newspapers and magazines distribution enterprises in other provinces, autonomous regions, and municipalities directly under
the Central Government of the PRC.

Article 18

In case the foreign-invested books, newspapers and magazines distribution enterprises are designated to online sales, chain operations,
reader clubs and other relevant businesses, the formalities should be handled with according to the provisions of Article 7 through
Article 14 of the Measures.

Article 19

The Measures shall enter into force as of May 1, 2003.

The provisions in the Measures on the establishment of foreign-invested books, newspapers and magazines wholesale enterprises shall
come into force as of December 1, 2004.

the State Administration of Press and Publication, the Ministry of Foreign Trade and Economic Cooperation
2003-03-17

ADMINISTRATIVE RULES FOR RMB BANK SETTLEMENT ACCOUNTS

The People’s Bank of China

Order of the People’s Bank of China

No. 5

In order to regulate the opening and use and strengthen management of RMB bank settlement accounts and to maintain financial stability,
Administrative Rules for RMB Bank Settlement Accounts enacted by the People’s Bank of China and adopted at the 34th executive meeting
of the bank president on August 21, 2002 are hereby promulgated and shall be come into force as of the day of September 1, 2003.

President of the People’s Bank of China, Zhou Xiaochuan

April 10, 2003

Administrative Rules for RMB Bank Settlement Accounts

Chapter I General Provisions

Article 1

These rules are formulated according to the “Law of the People’s Republic of China on the People’s Bank of China” and the “Commercial
Banking Law of the People’s Republic of China” so as to regulate the opening and use and strengthen management of RMB bank settlement
accounts (hereinafter referred to as “bank settlement accounts”) and safeguard economic and financial stability.

Article 2

These rules are applicable to bank settlement accounts opened by depositors with banks domiciled in China.

“Depositors” hereinafter refer to government agencies, social organizations, military units, enterprises, public institutions and
other organizations (referred as Institutions hereinafter), self-employed entities and natural persons that maintain settlement accounts
with banks in China.

Banks in these rules refer to policy banks, commercial banks (including wholly foreign-funded banks, Sino-foreign joint-equity banks
and branches of foreign banks), urban and rural credit cooperatives that are approved by the People’s Bank of China to engage in
payment and settlement business in China.

Bank settlement accounts in these rules refer to RMB demand deposit accounts opened by banks for depositors to effect payment and
settlement of funds.

Article 3

Bank settlement accounts may be classified on the basis of the nature of depositors into bank settlement accounts for institutions
and bank settlement accounts for individuals.

(1)

A bank settlement account opened by a depositor in the name of an institution is a bank settlement account for institution. Based
on their uses, bank settlement accounts for institutions may be divided into basic deposit accounts, general deposit accounts, special
deposit accounts and temporary deposit accounts.

Bank settlement accounts opened by self-employed entities with the brand of their products or the name of the owner appeared in the
business license shall be managed as bank settlement accounts for institutions.

(2)

A bank settlement account opened by a natural person depositor with his or her ID is a bank settlement account for individual.

Banking accounts opened by postal savings institutions to conduct banking card business shall be managed as bank settlement accounts
for individuals.

Article 4

A depositor opening bank settlement accounts for institutions may only keep one basic deposit account in banks.

Article 5

Depositors shall open bank settlement accounts in the place where they are registered or located, except for those allowed by these
rules to open bank settlement accounts outside their places of residence (in different provinces, cities or counties).

Article 6

Opening of basic deposit accounts, temporary deposit accounts, or opening of special deposit accounts by budget units shall be subject
to review and approval of the People’s Bank of China. With the approval, the bank that is to hold the account shall issue a registration
certificate of opening of such an account. However, temporary deposit accounts opened by depositors for the purpose of examination
of registered capital requirement compliance are exempted from such a stipulation.

Article 7

Depositors may make their own choices of banks to open bank settlement accounts. No institutions or individuals are allowed to command
depositors to open bank settlement accounts with designated banks, unless stipulated otherwise by laws, administrative regulations
or rules of the State Council.

Article 8

The opening and use of bank settlement accounts shall be conducted in accordance with laws and administrative regulations. It is not
allowed to use bank settlement accounts to evade tax and debt payment, make illegal encashment or for other criminal purposes.

Article 9

Banks shall ensure confidentiality of information about depositors’ bank settlement accounts. Banks shall have the right to decline
any inquires by institutions or individuals on deposits and other relevant information on bank settlement accounts for institutions,
unless stipulated otherwise by the laws and administrative regulations. Banks shall also have the right to decline any inquiries
by institutions or individuals on deposits and other relevant information on bank settlement accounts for individuals, unless stipulated
otherwise by the laws and administrative regulations.

Article 10

The People’s Bank of China is the supervisory authority of bank settlement accounts.

Chapter II Opening of Bank Settlement Accounts

Article 11

The basic deposit accounts are bank settlement accounts that the depositors need to open to conduct day-to-day transfer and settlement
of funds as well as receipt and payment of cash. Following depositors are eligible to open basic deposit accounts:

(1)

An enterprise that is a legal entity.

(2)

An enterprise that is not a legal entity.

(3)

Government agencies and public institutions.

(4)

Military units, armed police and detachment on separate missions that are above regiment level.

(5)

Social organizations.

(6)

Non-enterprise private organizations.

(7)

Permanent office outside its place of residence.

(8)

Resident offices of international organizations in China.

(9)

Self-employed entities.

(10)

Community agencies.

(11)

Subsidiaries of institutions that maintain independent accounts.

(12)

Other organizations.

Article 12

General deposit accounts are bank settlement accounts opened by a depositor for borrowing or other payment needs with banks other
than the bank that holds the basic deposit account.

Article 13

Special deposit accounts are bank settlement accounts opened by a depositor to separately manage and use earmarked funds in accordance
with laws, administrative rules or regulations. Depositors may apply for opening of special deposit accounts for the management and
use of following type of funds:

(1)

Funds for capital construction.

(2)

Funds for technology upgrading.

(3)

Extra budgetary funds.

(4)

Funds for procurement of grain, cotton and edible oil.

(5)

Settlement funds for securities transactions.

(6)

Margin funds for futures trading.

(7)

Trust funds.

(8)

Interbank deposits of financial institutions.

(9)

Funds for policy encouraged real estate development.

(10)

Deposit reserves for banking cards of enterprises.

(11)

Housing provident funds.

(12)

Social security funds.

(13)

Surrendered proceeds and funds for business spending.

(14)

Operational funds for offices of the Party, the Youth League and the Trade Union institutions.

(15)

Other funds that need to be separately managed and used.

Surrendered proceeds and funds business spending refer to income and expenses of non-financially independent subsidiaries detachments
affiliated with or of the depositors that own basic deposit accounts.

Special deposit accounts opened for surrendered proceeds and funds for business spending shall use the name of the parent institution.

Article 14

Temporary deposit accounts are bank settlement accounts opened by a depositor for temporary need and to be used in a limited period
of time. Depositor may apply for opening of temporary deposit accounts on the following occasions:

(1)

Establishment of temporary institutions.

(2)

Temporary operations in different places.

(3)

Examination of registered capital requirement compliance.

Article 15

Bank settlement accounts for individuals are deposit accounts opened by natural persons for investment, consumption and settlement
purpose, which may be used to carry out payment and settlement businesses. A depositor may apply for opening of bank settlement accounts
for individuals on the following occasions:

(1)

Using credit payment instruments such as checks and credit cards.

(2)

Conducting settlement business such as remittance, regular credit, regular debit and debit card business.

A natural person may either apply for opening of bank settlement accounts for individuals according to his or her own needs, or select
an existing saving account as a bank settlement account for individuals after applying to the account-holding bank and get its permission.

Article 16

A depositor may open bank settlement accounts outside its place of residence on any of the following occasions:

(1)

Places of business registration and operation are in different administrative areas (different provinces, cities, counties), which
entails the need of opening of basic deposit accounts.

(2)

Borrowing from other places or conducting other settlement, which need to open general deposit accounts.

(3)

A depositor needs to open special deposit accounts for surrendered proceeds or business spending of its non-financially independent
subsidiaries or detachments.

(4)

Conducting temporary business operation outside its place of residence that need to open temporary deposit accounts.

(5)

A natural person that needs to open bank settlement accounts for individual used outside its place of residence.

Article 17

When applying for opening basic deposit accounts, a depositor shall produce documents according to the following rules:

(1)

If the depositor is an enterprise that is a legal entity, it shall present the original copy of the business license for a legal entity.

(2)

If the depositor is an enterprise that is not a legal entity, it shall present the original copy of the business license for an enterprise.

(3)

Government agencies and public institutions that are included in the budget process shall produce approval letters or certificates
of registration issued by the personnel department or staffing quota commission of the government, and permission issued by fiscal
agencies. Public institutions that are not included in the budget process shall produce approval letters and certificates of registration
issued by the personnel department or staffing quota commission of the government.

(4)

Military units, armed police units at or above regimental level and detachments on separate missions shall present certificates of
account holding by the treasury departments in units that are above army level or in headquarters of the armed police.

(5)

Social organizations shall produce their registration certificates, while religious organizations shall produce approval letters or
certificates issued by religious affairs administration authorities as an addition.

(6)

Private non-enterprise organizations shall produce registration certificates for private non-enterprise organizations.

(7)

Resident offices outside their places of residence shall produce approval letters issued by the government of where they are located.

(8)

Resident offices in China of international organizations shall produce approval letters or certificates issued by relevant Chinese
authorities; representative offices or operational branches of foreign companies shall produce registration certificates issued by
the Chinese registration agencies.

(9)

Self-employed entities shall produce original copies of their business licenses.

(10)

Community agencies shall produce approval letters and certificates issued by relevant authorities.

(11)

Financially independent subsidiaries shall produce registration certificates for opening of basic deposit accounts and approval letters
issued to entities to which they are affiliated.

(12)

Other organizations shall produce approval letters or certificates issued by relevant authorities.

Depositors in this Article that are taxpayers and engaged in productive and commercial activities shall, in addition, produce tax
registration certificates issued by the taxation authority.

Article 18

When applying for opening general deposit accounts, a depositor shall produce relevant documents according to the following requirements,
in addition to the documents required for opening basic deposit accounts and the registration certificate of opening basic deposit
accounts:

(1)

If in need of borrowing from banks, the depositor shall produce borrowing contracts.

(2)

If for the purpose of conducting other settlement, the depositor shall produce relevant documents.

Article 19

When applying for opening special deposit accounts, a depositor shall produce relevant documents according to the following requirements,
in addition to the documents required for opening basic deposit accounts and the registration certificate of opening basic deposit
accounts:

(1)

As for depositing funds of capital construction, technology upgrading, policy encouraged real estate development, housing provident
funds and social security funds, the depositor shall produce approval documents of relevant authorities.

(2)

As for depositing extra budgetary funds, the depositor shall produce approval of fiscal agencies.

(3)

As for depositing funds for procurement of grain, cotton and edible oil, the depositor shall produce approval of relevant authorities.

(4)

As for depositing reserve funds of institutions for banking card transactions, the depositor shall produce relevant documents according
to the rules on banking card transactions approved by the People’s Bank of China.

(5)

As for depositing settlement funds for securities transactions, the depositor shall produce certificates issued by securities firms
or the securities supervisory authority.

(6)

As for depositing margin funds for futures trading, the depositor shall produce certificates issued by futures firms or the futures
supervisory authority.

(7)

As for interbank deposits of financial institutions, the depositor shall produce relevant certificates.

(8)

As for depositing surrendered proceeds and funds for business spending, the depositor shall produce relevant certificates of the depositors
holding basic deposit accounts.

(9)

As for depositing operational funds for offices of the Party, the Youth League and the Trade Union in institutions, the depositor
shall produce approval documents or certificates issued by these institutions or relevant authorities.

(10)

As for depositing other funds required to be managed or used separately, relevant copies of laws and regulations or relevant documents
of government shall be produced.

Article 20

Special RMB account and RMB fund settlement accounts opened by qualified foreign institutional investors (QFII) for the convenience
of domestic securities investment shall be managed as special deposit accounts. A QFII shall produce approval issued by the State
Administration of Foreign Exchange for opening special RMB account, and in the case of opening RMB fund settlement account, the business
license for securities investment issued by the securities authority is required.

Article 21

When applying for opening temporary deposit accounts, a depositor shall produce relevant documents to banks according to the following
rules:

(1)

As for temporary institutions, they shall produce approval for their establishments issued by relevant authorities in residence place.

(2)

As for construction or equipment installation enterprises operating outside their original registration location, they shall produce
original copies of their or their parent institutions’ business licenses, and permission issued by local construction/equipment installation
authorities or contracts of construction/equipment installation.

(3)

As for institutions engaged in temporary operations outside their original registration location, they shall produce original copies
of their business licenses and approval issued by local administration bureaus of industry & commerce.

(4)

As for funds deposited for registration and examination of capital requirement compliance, the depositor shall produce Notice of Advance
Approval of Enterprises’ Names issued by the administrative authorities of industry & commerce or approval of other relevant authorities.

Depositors that fall into section (2) and (3) shall, in addition, produce their registration certificates for opening of basic deposit
accounts.

Article 22

When applying for opening of bank settlement accounts for individuals, depositors shall produce ID cards to banks according to the
following rules:

(1)

Residents of China shall produce ID cards or temporary ID cards.

(2)

Military units servicemen shall produce their army ID cards.

(3)

Armed Police shall produce their armed police ID cards.

(4)

Residents of Hong Kong, Macau and Taiwan shall produce valid ID cards issued by the state immigration/emigration authorities.

(5)

Foreign citizens shall produce passports.

(6)

Other valid certificates stipulated by laws, regulations and relevant state documents.

When opening bank settlement accounts for individuals, banks may also require applicants to produce other valid certificates accordingly,
including certification of permanent residence registration (Hukou), driving licenses or passports.

Article 23

When a depositor needs to open bank settlement accounts for institutions outside their original registration location, relevant certificates
shall be provided according to the following rules in addition to the relevant documents required to be submitted in Article 17 ,
18, 19, 20 of these rules:

(1)

Depositors that are registered and operating outside their administrative places, when opening basic deposit accounts outside their
original registration location, shall produce certificates issued by branch office(s) of the People’s Bank of China in where they
are registered, which prove that they have not opened basic deposit accounts.

(2)

Depositors that borrow from outside their original registration location, when opening general deposit accounts outside their places
of residence, shall produce borrowing contracts proving they have got loans from that location.

(3)

Depositors to effect proceeds surrender and business spending outside their original registration location due to operational needs,
when opening special deposit accounts in that location, shall produce relevant certificates of their parent institutions.

Depositors that fall into Section (2), (3) of this Article shall, in addition, produce their registration certificates of opening
of basic deposit accounts.

Depositors that need to open bank settlement accounts for individuals outside their original registration location shall produce certificates
required by Article 21 of these rules.

Article 24

post_titles that institutions use to open bank settlement accounts shall be consistent with those they provide in their certificate documents
for application for opening of accounts. A self-employed entity with a brand name shall ensure consistence of the post_title of its bank
settlement account and the brand name recorded in its business license. post_titles of bank settlement accounts opened by self-employed
entities that have no brand name shall comprise characters of “Self-employed Entities” and “names” of the owners recorded in their
business licenses. post_titles of bank settlement accounts opened by natural persons shall be consistent with names in the valid ID certificates
provided.

Article 25

When a bank opens a general deposit account, an special deposit account or a temporary deposit account for a depositor, it shall inform
the bank that holds the basic deposit account for that depositor within 3 working days after the opening of such accounts.

Article 26

Applications for the opening of bank settlement accounts for institutions may be filed by the legal person or head of the applying
institution, or other people authorized by that institution.

If it is the legal entity or head of the institution that files the application, in addition to required certificates, he or she still
needs to produce his or her ID card. In the case of other people authorized by the institution, in addition to the required certificates,
he or she still needs to produce authorization issued by and the ID card of the legal entity or head of that institution, as well
as his or her own ID card.

Article 27

When applying for opening of bank settlement account, a depositor shall fill the application form for opening of such account. The
application form is to record relevant information required by the People’s Bank of China.

Article 28

Banks shall carefully verify the authenticity, integrity and regulatory compliance of certificate and filled-in information in the
application form.

When the application form is filled completely and meets the requirements for opening a basic deposit account, a temporary deposit
account or an special deposit account of a budget unit, the bank shall send to the local branch office of the People’s bank of China
the filled application form, the required certificates and review conclusion of the bank and go on with the opening account process
after being approved by the local branch office of the People’s Bank of China. As to applications that meet the requirements for
opening general deposit accounts, other special deposit accounts or bank settlement accounts for individuals, banks shall carry out
the opening account process right away and file the case with the local branch office of the People’s Bank of China within five working
days after the opening of such accounts.

Article 29

The People’s Bank of China shall review the regulatory compliance of the documents submitted for opening basic deposit accounts, temporary
deposit accounts and special deposit accounts of budget units within two working days. It shall approve those eligible applications,
while sign and return those ineligible application forms along with the submitted certificates back to the bank.

Article 30

When opening a bank settlement account for a depositor, the bank shall sign an agreement with the depositor on the management of that
bank settlement account, defining rights and obligations of either party. It shall also keep cards that contain the stamp or signature
of the depositor and keep files of the original copies or duplicates of the stamp or signature and required certificates.

Article 31

Registration certificates of opening accounts are the valid proof containing information on bank settlement accounts for institutions.
Depositors shall use these certificates in accordance with these rules and keep them in safe place.

Article 32

When opening general deposit accounts, special deposit accounts or temporary deposit accounts for depositors, banks shall record on
the registration certificates of basic deposit accounts names of the accounts, numbers of the accounts, nature of the accounts, banks
to hold the accounts and the opening date of the accounts and stamp on it. Temporary deposit accounts that are opened by temporary
institutions or in need of registration and examination of capital requirement compliance are exempted from this requirement.

Chapter III Use of Bank Settlement Accounts

Article 33

Basic deposit account is the principal account for a depositor. Funds receipt and payment in depositors’ day-to-day operations, as
well as withdrawal of salary, bonus or cash, shall all be conducted through this account.

Article 34

General deposit account is to be used for depositing borrowing proceeds, repaying debt and other settlements. Such an account may
be used to surrender cash, but is prohibited from being used to withdraw cash.

Article 35

Special deposit account is to be used for receipt and payment of various earmarked funds.

Funds deposited in enterprise banking card accounts shall only be transferred from the basic deposit accounts and are not allowed
to be used for cash receipt and payment.

Cash withdrawal is not allowed from special deposit accounts for extra budgetary funds, settlement funds of securities transactions,
margin funds for futures trading and trust funds.

If depositors need to withdraw cash from accounts set for depositing funds of capital construction, technology upgrading, policy encouraged
real estate development or interbank deposits of financial institutions, they shall apply for approval of the local branch office
of the People’s Bank of China when applying for opening such accounts. The local branch office of the People’s Bank of China shall
review and approve the applications according to rules on cash management.

Cash withdrawal from special deposit accounts for depositing social security funds, housing provident funds and funds for procurement
of grain, cotton and edible oil shall be carried out in accordance with rules on cash management.

Accounts set for depositing proceeds surrender are not allowed to conduct payment transactions except for transferring funds to the
basic deposit accounts or special deposit accounts for extra budgetary funds. No cash withdrawal is allowed. Accounts for effecting
business spending are not allowed to receive funds except for funds transferred from the basic deposit accounts. Cash withdrawal
from such accounts shall be conducted in line with rules on cash management.

Banks shall reinforce surveillance according to these rules and rules on management and use of funds for procurement of grain, cotton
and edible oil. Banks shall not conduct funds receipt and payment and cash withdrawal that are in violation of relevant rules and
regulations. However, banks are not responsible for supervising the use of other earmarked funds.

Article 36

Temporary deposit accounts are to be used for funds receipt and payment resulted from temporary operations by temporary institutions
or depositors.

The validity period of temporary deposit accounts shall be determined according to the validity period defined in the relevant certificate
for opening of such accounts, as well as the need of the depositors. If depositors need to extend the validity period while using
such accounts, they shall apply to the bank that holds the account during the validity period. Then the bank shall submit such applications
to the local branch office(s) of the People’s Bank of China and make the extension upon approval. Validity period of temporary deposit
accounts shall not be longer than two years.

Cash withdrawal from the temporary deposit accounts shall be conducted in accordance with relevant rules on cash management.

Article 37

Temporary deposit account opened for depositing funds for registration and examination of capital requirement compliance may only
be used to receive funds (not to disburse funds) during the examination period. The name of the person who provides such funds shall
be the same as that of the investor.

Article 38

In the case of depositors opening bank settlement accounts for institutions, such accounts may only be used to conduct payment transactions
three working days after their opening. However, conversion of a temporary deposit account for registration and examination of capital
requirement compliance into a basic deposit account, as well as a general deposit account opened to deposit borrowing proceeds, are
exempted from this restriction.

Article 39

Bank settlement accounts for individuals are to be used to conduct individuals’ receipt and disbursement of fund transfers, as well
as cash deposit and withdrawal. Following funds are allowed to be transferred to bank settlement accounts for individuals:

(1)

Income of salary and bonus.

(2)

Author’s remuneration and performance remuneration of actors.

(3)

Principle and returns of investment such as bonds, futures and trust.

(4)

Gains from transfer of personal debt or ownership.

(5)

Deposits of retail loan proceeds.

(6)

Settlement funds for securities transactions and margin funds for futures trading.

(7)

Inherited or granted funds.

(8)

Insurance compensation and returned premium.

(9)

Tax rebate.

(10)

Sales income of agricultural and mineral products.

(11)

Other legitimate proceeds.

Article 40

When an institution disburses funds from its bank settlement account to a bank settlement account for individuals, it shall produce
to the bank that holds its account the following warrants to effect the disbursement if the disbursement is over RMB 50 thousand
Yuan:

(1)

Agreement on entrusted salary payment and the name list of recipients.

(2)

Certificates of rewards.

(3)

Contracts signed between recipients and the publishing houses or sponsors of the show performance, or certificates of disbursement
to individuals

(4)

Certificates of disbursement or rebate of funds to natural persons by securities firms, futures firms, trust and investment companies
and lottery issuers or underwriters.

(5)

Agreement of debt or ownership transfer.

(6)

Borrowing contract.

(7)

Warrant of insurance company.

(8)

Warrant of taxation authorities.

(9)

Purchase and sale contracts of agricultural and mineral products.

CIRCULAR OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE ON SUBMITTING THE STATEMENTS UNDER THE MEASURES FOR ADMINISTRATION OF THE REPORTS ON TRANSACTIONS OF LARGE-SUM AND DOUBTFUL FOREIGN EXCHANGE CAPITAL OF FINANCIAL INSTITUTIONS

The State Administration of Foreign Exchange

Circular of the State Administration of Foreign Exchange on Submitting the Statements Under the Measures for Administration of the
Reports on Transactions of Large-Sum and Doubtful Foreign Exchange Capital of Financial Institutions

HuiFa [2003] No. 42

March 18, 2003

The branches of the State Administration of Foreign Exchange (“SAFE”) and departments of foreign exchange in all provinces, autonomous
regions, and municipalities directly under the Central Government, the branches in the cities of Shenzhen, Dalian, Qingdao, Xiamen,
and Ningbo of the SAFE, the Industrial and Commercial Bank of China, the Agricultural Bank of China, the Bank of China, the Construction
Bank of China, the Bank of Communications of China, the State Development Bank, the Import and Export Bank of China, the Agricultural
Development Bank of China, the CITIC Industrial Bank, the Everbright Bank of China, Hua Xia Bank, Guangdong Development Bank, Shenzhen
Development Bank, the Merchants Bank, the Industrial Bank, Shanghai Pudong Development Bank, China Minsheng Bank:

With a view to ensuring the smooth implementation of Decree [2003] No. 3 of the People’s Bank of China, Measures for Administration
of the Reports on Transactions of Large-Sum and Doubtful Foreign Exchange Capital of Financial Institutions (hereinafter referred
to as the Administration Measures), the SAFE has according to the Principles for Submission of the Statements under the Administration
Measures (see Attachment 1) formulated four Statements required to be filled in by financial institutions for performing anti-money-laundry
functions (see Attachment 2) and provided for the indicators for the Statements, the codes of the reporting and identification standards
and the transmission of electronic Statements (see Attachment 3 through 5). Here is to notify you of the relevant requirements:

The financial institutions shall according to the provisions of the Administration Measures submit the transactions of large-sum and
doubtful foreign exchange capital by paper-based statements and electronic statements as of April 1.

II.

The SAFE shall according to the requirements of Attachment 1 through 4 to this Circular formulate the statements under the Administration
Measures into electronic template documents, and send them to its branches through the internal electronic information transmission
system. Upon receipt of the electronic template documents, the branches shall timely transfer this Circular (including its Attachment
) and the electronic template documents to Chinese and foreign-invested banks (including the head offices of Chinese-invested banks)
and urban commercial banks, urban credit cooperatives, rural credit cooperatives and rural commercial banks in their jurisdictions.

III.

The financial institutions shall in strict accordance with the provisions of the Administration Measures and this Circular fill in
the statements carefully, guarantee the quality of the data in the statements and timely and accurately submit the paper-based statements
and the electronic statements. In case of any business problems occurred in work, please do not hesitate to contact with the Administrative
and Examination Department of the SAFE; and in case of any technological problems, please do not hesitate to contact with the Information
Center of the SAFE. The contact telephones are:

Administrative and Examination Department Anti-Money-Laundry Control Office: Lu Zheng by 68402106

Information Center Network Engineering Office: Wei Kun by 68402022

Information Center Application Development Office: Zhu Yong by 68402026

Attachment:

1. Principles for Submission of the Statements under the Measures for Administration of the Reports on Transactions of Large-Sum and
Doubtful Foreign Exchange Capital of Financial Institutions

2. Statements under the Measures for Administration of the Reports on Transactions of Large-Sum and Doubtful Foreign Exchange Capital
of Financial Institutions (omitted)

3. Descriptions on the Indicators for the Statement under the Measures for Administration of the Reports on Transactions of Large-Sum
and Doubtful Foreign Exchange Capital of Financial Institutions.

4. Codes of the Reporting and Identification Standards under the Measures for Administration of the Reports on Transactions of Large-Sum
and Doubtful Foreign Exchange Capital of Financial Institutions

5. Descriptions on the transmission of electronic Statements

Attachment 1:Principles for Submission of the Statements under the Measures for Administration of the Reports on Transactions of Large-Sum and
Doubtful Foreign Exchange Capital of Financial Institutions

Submitting subjects:

The financial institutions and its branches and sub-branches, and the branches of the State Administration of Foreign Exchange (“SAFE”)
in all provinces, autonomous regions, and municipalities directly under the Central Government and its sub-branches in prefectures,
cities and counties where there are top-level corporate financial institutions are the submitting subjects.

The first-level branches and sub-branches in the capital cities of the provinces, autonomous regions, and municipalities directly
under the Central Government set up by the financial institutions are the principal submitting institutions, and in case no first-level
branches and sub-branches are set up in the capital cities of the provinces, autonomous regions, and municipalities directly under
the Central Government by the financial institutions, the headquarters of the financial institutions shall designate the principal
submitting institution.

The top-level corporate financial institutions set up in the prefectures, cities and counties shall perform their reporting functions
and obligations to the local branches, which shall be summarized by local branches before consolidated reporting to the branches
of the provinces, autonomous regions, and municipalities directly under the Central Government

II.

Submission procedures and time schedule:

The Administration Measures has provided for the principles territorial jurisdiction and double-way submission.

The branches and sub-branches of the financial institutions shall summarize the transactions of the large-sum and doubtful foreign
exchange capitals of the last month within the first five working days of each month, which should be submitted to the principal
submitting institutions by levels, and to the local branches and sub-branches of the SAFE at the same time.

Each principal submitting institutions shall summarize the transactions of the large-sum and doubtful foreign exchange capitals of
the last month in each province, autonomous region and municipalities directly under the Central Government within the first fifteen
working days of each month, which should be submitted to the branch of the corresponding province, autonomous region and municipalities
directly under the Central Government, and to the headquarters of each corresponding financial institutions.

The headquarters of each financial institution shall within the first five working days of each month submit the transactions of the
large-sum and doubtful foreign exchange capital incurred to itself of the last month to the local branches or sub-branches and shall
summarize all the transactions of the large-sum and doubtful foreign exchange capitals incurred in its whole jurisdiction of the
last month before submitting to the SAFE within the first working 20 days of each month.

The financial institutions shall verify and analyze the transactions of the large-sum and doubtful foreign exchange capital and in
case of finding any suspected crimes, reports thereof should be made to the local public security organ within three days and to
the local branches or sub-branches of the SAFE.

The branches of the SAFE in the provinces, autonomous regions, and municipalities directly under the Central Government shall within
the first 20 days of each month submit the summaries of the transactions of the large-sum and doubtful foreign exchange capital reported
by the financial institutions to the SAFE; and any transactions of foreign exchange capital involved in suspected crimes should be
transferred to the local public securities and submitted to the SAFE at the same time.

III.

Means of submission:

In case of the acts relating to the transactions of the large-sum and doubtful foreign exchange capital provided for in Article 8
through 10 in the Administration Measures, the financial institutions shall fill in and submit Statement 1, Statement 2 and Statement
3 each month respectively in the forms of paper-based documents and electronic files.

In case of any suspected money laundry found in verifying the transactions of foreign exchange capital as provided for by Articles
12 through 3 in the Administration Measures, the financial institutions shall timely fill in and submit the paper-based Statement
4 together with the relevant Attachment attached. Attachment 3:Descriptions on the Indicators for the Statement under the Measures for Administration of the Reports on Transactions of Large-Sum
and Doubtful Foreign Exchange Capital of Financial Institutions

“Summarizing and submitting unit”, “submitting unit” and “code of submitting unit”

“Summarizing and submitting unit” and “submitting unit” should be filled in with the full name (as per the specimen seal impression)
of the financial institutions and their branches and sub-branches undertaking the foreign exchange business (hereinafter referred
to as the financial institutions), and the summarizing and submitting units refer to the financial institutions that summarize the
data information of their branches and sub-branches and directly make reports to the SAFE. The code of the submitting unit shall
be filled in as per the identity code (12 digits) of the financial institutions in the submission of the international payments.
The financial institutions without identity codes shall submit the data to the superior branches for filling and submission. The
basic units of the financial institutions that summarize, fill in and submit the transactions of large-sum and doubtful foreign exchange
capital are the sub-branches in prefectures, cities and counties.

II.

Enterprise

Enterprises refer to enterprise and institutional units (including foreign-invested enterprises), state organs, social communities,
military units, and other domestic institutions in the territory of the PRC, foreign units assigned to China, as well as institutions
outside China with occurrence of conversion of foreign exchanges or payments of foreign exchanges with the offshore accounts in the
territory of the PRC or with occurrence of conversion of foreign exchanges or payments of foreign exchanges with the onshore accounts
in the territory of the PRC.

III.

Name of enterprise

To be filled in as per the full name registered by the enterprises with the administration of commerce and industry and other administrative
authorities in country where it is located, or as per the name indicated on the valid certificates that includes its accurate, complete
ad standard name or on the approval document and certification of the competent authorities. Institutions outside China shall fill
in the standard full name in Chinese and English at the same time in the format of “name in Chinese (and name in English)”.

IV.

Enterprise code

To be fill in as per the 9-digit organizational and institutional code (GB code) promulgated by the National Administrative Center
of Organizational and Institutional Codes of China State General Administration of Quality Supervision, Inspection and Quarantine
(AQSIQ), whereby the English letter should be in capital, and with the short line of “�” deleted, for instance, the original code
of “25186820�X” would be written as “25186820X”.

Date of occurrence of transactions

In the format of “yyyy/mm/dd”, among which “yyyy’ refer to year, “mm” refers to month, and “dd” refers to day, and in case the month
or the day is less than two digits, 0 would be added before the actual number of the month or the day. For instance, January 1, 2003
would filled in as “2003/01/01”.

VI.

Code of reporting or identification standards

There are 60 items corresponding to the reporting standards of the transactions of the large-sum foreign exchange capital and the
reporting and identification standards of the transactions of the doubtful foreign exchange capital under the Administration Measures,
which are provided for fixed 4-digit codes accordingly (see Attachment 4), and the financial institutions shall fill in the fixed
codes according to the content of the actual transactions.

VII.

Code of transactions

To be filled in as per the transaction codes of the monitoring system of international payments statistics.

VIII.

Payments of capital

Incomes of foreign exchange capital would be filled in as “1”, and payment thereof should be filled in as “0”.

IX.

Bank account

The A/C number opened at banks by the enterprises according to law, including the number of offshore accounts.

Transaction currencies and transaction volume

The transaction currencies should be filled in as the code of such currencies based on national standards (Abbreviation in English
as 3-digit capital letters) , and the transaction volume should be filled in the corresponding forms in the original currency and
conversion of USD. The conversion ratio shall adopt that of the month of filling and submission of the statement.

XI.

Transaction direction

Cross-border flow of the foreign exchange capital should be filled in with the national or regional code where the counterpart is
located (Abbreviation in English as 3-digit capital letters) based on national standards; and domestic transaction of capital requires
for filling in the code of the special economic zones, and the codes of special economic zones are as follows: general trade zone
(Z00), bonded zone (Z01), processing zone (Z020), and diamond exchanges (Z03).

XII.

Name and individual name

For residents, full name should be filled in as per the ID cards; and for non-residents, full name of the individual should be filled
in as per the passports.

XIII.

Nationality

According to the national standards, filled in with the national (regional) codes (Abbreviation in English as 3-digit capital letters).

XIV.

ID number

To be filled in with the ID card number of residents, number of the certificate of military officers, number of children on the household
register and the number of the passports of non-residents.

XV.

Number of bankcards or the number of saving account of foreign currency

When holding bank cards, to be filled in with the bank cards; when having the saving account of foreign currency, to be filled in
with the number of the saving account of foreign currency; when having both the bank cards, both numbers should be filled in with
the number of bank cards before and separated with “m the number of the saving accounts of foreign currency.

XVI.

Responsible person, undertakers and contact telephone

The responsible person should be filled in with the personnel in charge of the anti-money laundry department of the filling and submitting
units; the undertaker should be filled in with the person filling in and submitting the forms; and the contact telephone number refers
to that of the undertaker.

XVII.

Seal

For the “filling and submitting unit (seal)” in Statements 1 through 4, it refers to the seal of the anti-money laundry department
of the filling and submitting units). The “transferring unit (seal)” and the “receiving unit (seal)” in Statement 4 refer to the
seal of the anti-money laundry departments of the transferring unit and the receiving unit.

XVIII.

Legal representative and address

The legal representative refers to the full name of the legal representative registered with the administrative department of commerce
and industry and the address refers to that registered with the administrative department of commerce and industry.

XIX.

Contact person and contact telephone.

For the “contact person” in Statement 4, the full name of the relevant persons of the unit involved in the suspected circumstance
or the full name of the individual involved in the suspected circumstances may be filled in, and for the contact telephone, the telephone
of that person or that individual shall be filled in.

XX.

Transferring person. Receiving person and contact telephone

For the transferring person, the full name of the person of the administrative department of foreign exchange or the financial institution
who transfers the relevant materials to the public security department shall be filled in, for the receiving person, the full name
of the person of the public security department who receives the relevant materials to the administrative department of foreign exchange
or the financial institution shall be filled in, and for the contact person, the telephone of that transferring person or receiving
person shall be filled in.

XXI.

Total

Each statement shall summarize the sums of the “codes of the reporting standard or the identifying standards” and at the same time,
the amount of the “transaction volume (conversion into USD)” shall be summarized.

XXII.

Remarks

Other circumstance to be supplemented and described.

Attachment 4:Codes of the Reporting and Identification Standards under the Measures for Administration of the Reports on Transactions of Large-Sum
and Doubtful Foreign Exchange Capital of Financial Institutions

Item 1 of Article 8 0801, Item 2 of Article 8 (0802);

Item 1 of Article 9 0901, Item 2 of Article 9 0902;

Item 3 of Article 9 0903, Item 4 of Article 9 0904;

Item 5 of Article 9 0905, Item 6 of Article 9 0906;

Item 7 of Article 9 0907, Item 8 of Article 9 0908;

Item 9 of Article 9 0909, Item 10 of Article 9 0910;

Item 11 of Article 9 0911, Item 1 of Article 10 1001;

Item 2 of Article 10 1002, Item 3 of Article 10 1003;

Item 4 of Article 10 1004, Item 5 of Article 10 1005;

Item 6 of Article 10 1006, Item 7 of Article 10 1007;

Item 8 of Article 10 1008, Item 9 of Article 10 1009;

Item 10 of Article 10 1010, Item 11 of Article 10 1011;

Item 12 of Article 10 1012, Item 13 of Article 10 1013;

Item 14 of Article 10 1014, Item 15 of Article 10 1015;

Item 16 of Article 10 1016, Item 17 of Article 10 1017;

Item 18 of Article 10 1018, Item 19 of Article 10 1019;

Item 20 of Article 10 1020, Item 21 of Article 10 1021;

Item 2 of Article 12 1202, Item 3 of Article 12 1203;

Item 1 of Article 13 1301, Item 2 of Article 13 1302;

Item 3 of Article 13 1303, Item 4 of Article 13 1304;

Item 5 of Article 13 1305, Item 6 of Article 13 1306;

Item 7 of Article 13 1307, Item 8 of Article 13 1308;

Item 9 of Article 13 1309, Item 10 of Article 13 1310;

Item 11 of Article 13 1311, Item 12 of Article 13 1312;

Item 13 of Article 13 1313, Item 14 of Article 13 1314;

Item 15 of Article 13 1315, Item 16 of Article 13 1316;

Item 17 of Article 13 1317, Item 18 of Article 13 1318;

Item 19 of Article 13 1319, Item 20 of Article 13 1320;

Item 21 of Article 13 1321, Item 22 of Article 13 1322;

Item 23 of Article 13 1323, Item 24 of Article 13 1324.

Attachment 5:Descriptions on the Transmission of Electronic Statements

According to the requirements for submission of the electronic statements provided for by the Administration Measures, the submission
channels and file names and formats of the electronic statements have been standardized as follows:

Channels of transmission

From commercial banks to the SAFE

After the electronic statements of the branches and sub-branches of the commercial banks have been submitted to the principal submitting
institutions by level, the principal submitting institutions shall consolidate and submit then to the local branches of the SAFE,
and to the head offices of the corresponding commercial banks before the head offices of the commercial bank submit them to the SAFE.
The head offices of commercial banks located in Beijing Municipality shall submit the electronic statements to Beijing Foreign Exchange
Administrative Department of the SAFE, which shall then submit them to the SAFE; and the head offices of commercial bank that are
not located in Beijing Municipality shall submit the electronic statements to the local braches of the SAFE, and the relevant branches
shall then submit them to the SAFE.

It is suggested that the commercial banks adopt the TXPT V310 (Communication platform software version V310) for submitting the electronic
statements to the SAFE, and TXPT has designated the following configuration methods for this application:

The application type (apptype) of this application has been designated as “FQ10” , and the sub-application type (sub_apptype) has
been designated as “00”, and the mode for opening the files has adopted the binary system (1).

The commercial banks may copy a new file from the transmission configuration file of the monitoring system of the international payments
statistics, correspondingly adjust the application type and sub-application types of the new file and designate the “remote path”
as “/fxq/”, thus forming the transmission configuration file of this application, which may be adopted for transmitting the relevant
electronic statements.

The branches of the SAFE adopt the file server in the firewall DMZ zone for receiving the files, with the receiving directory designated
as /fxq, and the power limits of the directory is Sybase. Thus, the branches shall add the directory of the corresponding power limits
to the file serve and add a line (with the content of “FQ1000###Sybase”) in the file of “/txpt/config/svcfile.sys”. The business
personnel of the branches of the SAFE may by use of the TXPT receive the files transmitted to the file services by commercial bank
in the computer for further processing. The “application type”, “sub-application type” and mode for filing opening in the TXPT receiving
configuration of the PC should be adjusted the same way.

From branches of the SAFE to the SAFE

The internal electronic information exchanges of the SAFE shall adopt the internal electronic information transmission system of the
SAFE. The SAFE has designated as special email at fxq@inspect.safe for receipt of the electronic statements of such applications,
to which the branches may send the electronic statements.

II.

File names and formats

The file name of the application electronic statements consists of 24 digits, among which digits 1 through 6 refer to local codes,
digits 7 through 10 refer to bank codes, digits 11 through refer to bank sequence, digits 13 through 18 refer to codes of date in
the form of “yy (year)mm(month)dd(day)”, digits 19 through 20 refer to bill codes, and digits 21 through 24 refer to the bill sequence.

The local codes of digits 1 through 6 and the bank code of digits 7 through 10 adopt the codes allocated in the monitoring system
of international payments statistics.

The corresponding relations of bill codes are as follows:

01� � monthly statements of the transactions of large-sum foreign exchange capital of enterprises;

02� � monthly statements of the transactions of large-sum foreign exchange capital of individual residents and non-residents;

03�� monthly statements of the transactions of doubtful foreign exchange capital; and

Other codes should be determined by the branches and sub-branches of the SAFE at their own discretion.

The State Administration of Foreign Exchange
2003-03-18

ANNOUNCEMENT OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE

The State Administration of Foreign Exchange

Announcement of the State Administration of Foreign Exchange

[2003] No.1

April 15, 2003

According to the Decisions of the State Council on Canceling the First Batch of Administration Examination and Approval Projects (GuoFa
[2002] No.24) and the Decisions of the State Council on Canceling the Second Batch of Administration Examination and Approval Projects
and Altering the Administrative Methods for Some Administration Examination and Approval Projects (GuoFa [2003] No.5), the State
Administration of Foreign Exchange has cancelled 26 items to be administratively approved. The relative issues after these items
are cancelled for administrative approvals are hereby announced as follows:

The “examination and approval of opening, altering and canceling accounts for foreign exchange loans in China” is canceled

The administration on the specific domestic accounts for foreign exchange loans shall be in accordance with Article 4 of the Circular
of the State Administration of Foreign Exchange on Reforming the Methods of Administration of Foreign Exchange in Domestic Foreign
Exchange Loans (HuiFa [2002] No.125) promulgated by the State Administration of Foreign Exchange on December 6, 2002.

II.

The “examination and approval of opening, altering and canceling accounts for B-share guarantee funds (hereinafter referred to as
“B-share transaction settlement fund account”) that opened at foreign-invested banks in China by securities companies” is canceled

When securities companies open or alter B-share transaction settlement fund accounts, Article 3 of Circular of the State Administration
of Foreign Exchange on the Transitional Policy and Measures after Canceling Administrative Examination and Approval of Foreign Exchange
Administration of Some Capital Projects (HuiFa [2003] No.50) promulgated by the State Administration of Foreign Exchange on April
1, 2003 shall be implemented.

III.

Four items including “examination and approval of the conditions of Chinese organizations for long-and-medium-term loans in China”,
“examination and approval of the financial conditions of Chinese organizations for financing and leasing in China”, “examination
and approval of the time selection and financing conditions for issuing debts abroad” and “examination and approval of the financial
conditions for project financing ” are canceled

If Chinese organizations (including designated banks of foreign exchange) borrow long-and-medium-term loans, issue long-and-medium-term
foreign currency bonds or perform financial leasing and financing, the provisions in Article 1 of the Circular of the State Administration
of Foreign Exchange on the Transitional Policy and Measures after Canceling Administrative Examination and Approval of Foreign Exchange
Administration of Some Capital Projects (HuiFa [2003] No.50) promulgated by the State Administration of Foreign Exchange on April
1, 2003 shall be implemented.

IV.

The “examination and approval of large-amount financing for overseas branches of Sino-capital financial organizations” is canceled

When the overseas branches of Sino-capital financial organization in China raise large amount of funds, the provisions in Article
2 of the Circular of the State Administration of Foreign Exchange on the Transitional Policy and Measures after Canceling Administrative
Examination and Approval of Foreign Exchange Administration of Some Capital Projects (HuiFa [2003] No.50) promulgated by the State
Administration of Foreign Exchange on April 1, 2003 shall be implemented.

The “audit of the foreign exchange risks in overseas investments by domestic organizations” is canceled

According to the provisions in Article 4 of the Circular of the State Administration of Foreign Exchange on the Transitional Policy
and Measures after Canceling Administrative Examination and Approval of Foreign Exchange Administration of Some Capital Projects
(HuiFa [2003] No.50) promulgated by the State Administration of Foreign Exchange on April 1, 2003, the overseas investment risks
of domestic organizations shall not be audited and approved by the administrations of foreign exchange, and the auditing procedures
on the fund resources of overseas investments will be further simplified. For specific procedures, refer to the Circular of the
State Administration of Foreign Exchange on Simplifying the Examination of Foreign Exchange Capital Source of Investment Abroad (HuiFa
[2003] No.43).

VI.

The “examination and approval of guarantee funds for transferring back the profits of overseas investments” is canceled

According to the provisions in the Circular of the State Administration of Foreign Exchange on Guarantee Funds for transferring back
the profits of overseas investments (HuiFa [2002] No.110) promulgated by the State Administration of Foreign Exchange on November
12, 2002, the State Administration of Foreign Exchange will not collect the guarantee funds for transferring back the profits of
overseas investments.

VII.

The “examination and approval of prepayment or incidental charges under boarder trades” is canceled

The prepayment or incidental charges under boarder trades shall be in accordance with the provisions in Article 1 of the Circular
of the State Administration of Foreign Exchange on Canceling Administrative Examination and Approval on the Foreign Exchange in Current
Accounts (HuiFa [2002] No.53) promulgated by the State Administration of Foreign Exchange on April 1, 2003.

VIII.

The “examination and approval of the current account foreign exchange brought or remitted into China by individuals, which one-time
payment of foreign currency or changing for Renminbi equivalent of no less than $50,000” is canceled

If individuals need to draw foreign currencies or change them for Renminbi, the provisions in Article 2 of the Circular of the State
Administration of Foreign Exchange on Canceling Administrative Examination and Approval on the Foreign Exchange in Current Accounts
(HuiFa [2002] No.53) promulgated by the State Administration of Foreign Exchange on April 1, 2003 shall be implemented.

IX.

The “examination and approval of foreign exchange used for tax-free commodities and selling the tax-free commodities bought by tax-free
stores in RMB due to damages or overstock” is canceled

If the headquarter of the stores selling tax-free commodities in foreign exchange, or sell the commodities in RMB due to damages or
overstock, which will be paid abroad, the provisions in Article 3 of the Circular of the State Administration of Foreign Exchange
on Canceling Administrative Examination and Approval on the Foreign Exchange in Current Accounts (HuiFa [2002] No.53) promulgated
by the State Administration of Foreign Exchange on April 1, 2003 shall be implemented.

The “verification of foreign exchange payments for the equipments under foreign-invested projects and foreign-funded equipments and
articles” is canceled

According to the Circular of the State Administration of Foreign Exchange and the General Administration of Customs Concerning Sales/Purchases
of Foreign Exchange and Verification by Presenting Custom Declaration Certificates for Imported Goods (HuiFa [2003] No.15), the designated
banks of foreign exchange or administrations of foreign exchange shall verify the declarations of the import which goods were imported
after May 1, 2002 as the “trades that may sell/purchase foreign exchange”. After the authentications of the declarations are verified
and put records in the Import Declaration Networking Verification System or are disposed for closing the cases, the sales/purchases
of foreign exchange and the verification can be performed according to the Administrative Provisions on Settlement, Sale and Purchase
of Foreign Exchange, the Interim Measures of Supervising the Verifications on Import Payments in Foreign Exchange and other related
provisions.

XI.

Three items including “verification and filing of letters of credit of over 90 days under import items”, “verification and filing
of collections of over 90 days under import items” and “verification and filing of arrivals of over 90 days under import items (excluding
prepayment over proportion or over amount) are canceled

If importers settle the payments in foreign exchange in a mode of “letter of credit of over 90 days, collection of over 90 days and
arrival of over 90 days (excluding prepayment over proportion or over amount), it may directly go to the designated banks of foreign
exchange for payments in foreign exchange according to the Circular of Further Regulating the Administrative Policies on Import and
Export Verification (HuiFa [2002] No.65) promulgated by the State Administration of Foreign Exchange on July 10, 2002, and the designated
banks of foreign exchange shall perform verifications according to the administrative provisions on sales/purchases in foreign exchange.

XII.

The “verification of opening, using and altering of foreign exchange accounts by insurance companies” is canceled

The insurance companies with approval for trading foreign exchange may, according to the Circular of the State Administration of Foreign
Exchange and China Insurance Supervision and Administration Committee on Promulgation and Implementation of the Interim Provisions
on Administration on Foreign Exchange for Insurance Operations (HuiFa [2002] No.95) promulgated by the State Administration of Foreign
Exchange and China Insurance Supervision and Administration Committee, open foreign exchange accounts, and shall report it to the
local administrations of foreign exchange for record within 10 working days after opening such accounts.

XIII.

The “audit of the counterfoils of verification forms provided by the exporters within 60 days after custom declaration” is canceled

Exporters shall, according to the Circular of Pilots for Networking Verification System for Export Proceeds Using Electronic Law Execution
at Ports (HuiFa [2001] No.7) promulgated by the State Administration of Foreign Exchange and General Administration of Customs on
January 22, 2001, submit the verification forms used for custom declaration to the local administrations of foreign exchange via
the “China Port Electronic System for Export Proceeds in Foreign Exchange”.

XIV.

The “verification of re-remittance (to the original remitter by individuals residing in China) of foreign exchange deposits remitted
from abroad” is canceled

If individuals re-remit the foreign exchange deposits to the remitters who remit the foreign exchange to the individuals, provisions
in Article 4 of the Circular of the State Administration of Foreign Exchange on Canceling Administrative Examination and Approval
on the Foreign Exchange in Current Accounts (HuiFa [2002] No.53) promulgated by the State Administration of Foreign Exchange on April
1, 2003 shall be implemented. And, the Official Reply Concerning Remittance Abroad of Foreign Exchange Deposits of Individuals residing
in China and Alteration of Account Names of Foreign Exchange Accounts (HuiFu [2000] No.291) shall be repealed at the same time.

XV.

The “verification of transfers of foreign exchange within China by insurance companies and their branches” is canceled

For the capital transactions between insurance companies and its branches and between their foreign exchange accounts within the same
insurance companies, according to the provisions in the Circular of the State Administration of Foreign Exchange and China Insurance
Supervision and Administration Committee on Promulgation and Implementation of the Interim Provisions on Administration on Foreign
Exchange for Insurance Operations (HuiFa [2002] No.95) promulgated by the State Administration of Foreign Exchange and China Insurance
Supervision and Administration Committee, such transfers may be made within the banks of deposits provided that such transfers shall
be in accordance with the payment/proceed scope of the accounts.

XVI.

The “verification on the debtors repaying domestic foreign exchange loans to local banks using their own foreign exchange” is canceled

If debtors repay domestic foreign exchange loans to local banks using their own foreign exchange, the provisions in Article 4 of
the Circular of the State Administration of Foreign Exchange on Reforming the Methods of Administration of Foreign Exchange in Domestic
Foreign Exchange Loans (HuiFa [2002] No.125) promulgated by the State Administration of Foreign Exchange on December 6, 2002 shall
be implemented.

XVII.

The “verification of capital settlements of enterprises with foreign investment” is canceled

The verifications on capital settlements of enterprises with foreign investment shall be in accordance with the Circular of Reforming
the Administrative Method of Capital Settlement under Foreign-Investment Items (HuiFa [2002] No.59) promulgated by the State Administration
of Foreign Exchange on June 17, 2002 and the Circular of the State Administration of Foreign Exchange on Improving the Administration
of Foreign Exchange in Foreign Direct Investments (HuiFa [2003] No.30).

XVIII.

The “registration and verification of the domestic debtors for foreign exchange loans” is canceled

The Sino-capital financial organizations shall, when granting foreign exchange loans within China, implement the provisions of the
Circular of the State Administration of Foreign Exchange on Reforming the Methods of Administration of Foreign Exchange in Domestic
Foreign Exchange Loans (HuiFa [2002] No.125) promulgated by the State Administration of Foreign Exchange on December 6, 2002.

XIX.

The “verification of annual audits on the foreign exchange proceeds/payments of ocean fishing operations of ocean fisheries” is canceled

According to the Circular of the State Administration of Foreign Exchange on Canceling Administrative Examination and Approval on
the Foreign Exchange in Current Accounts (HuiFa [2002] No.53) promulgated by the State Administration of Foreign Exchange on April
1, 2003, the following provisions in the Interim Provisions on the Foreign Exchange Proceeds/Payments of Ocean Fishing Operations
of Ocean Fisheries (HuiFa [2001] No. 49) promulgated by the State Administration of Foreign Exchange and the Ministry of Agriculture
shall be repealed, including: Article 16 – “The administration of foreign exchange shall implement a system of annual audits on
the foreign exchange proceeds/payments of ocean fishing operations of ocean fisheries; Article 17 – “All branches of the administrations
of foreign exchange shall report the annual audit results as well as the information on sales/purchases of all local ocean fisheries
to the State Administration of Foreign Exchange before May 30 each year and make copies for local fishery administrations”; Article
18 – “The State Administration of Foreign Exchange shall inform the Ministry of Agriculture of the national annual audit results
as well as the utilization of foreign exchange by the ocean fisheries after the annual audits, and the Ministry of Agriculture shall
publicize the annual audit results to all the ocean fishery enterprises to establish a inter-supervision and impeachment among the
enterprises”.

XX.

The “verification of the over costs paid in foreign exchange out from the accounts of travel agencies for entry tours ” is canceled

According to the Circular Concerning Further Regulating the Administrative Policy on the Foreign Exchange Accounts under Current Accounts
(HuiFa [2002] No. 87) promulgated by the State Administration of Foreign Exchange on September 9, 2002, the account of a travel agency
for entry tours and for abroad tours shall be merged into one current account foreign exchange account. The travel agency may expend
directly from the this current account foreign exchange account without need to apply to local administration of foreign exchange
for approval.

XXI.

The “verification and approval of the administration of foreign exchange on the purchase of foreign exchange and by domestic foreign
exchange debtor and repaying loans at other locations” is canceled

If the debtors repay foreign exchange loans within China, the provisions in Article 5 of the Circular of the State Administration
of Foreign Exchange on Reforming the Methods of Administration of Foreign Exchange in Domestic Foreign Exchange Loans (HuiFa [2002]
No.125) promulgated by the State Administration of Foreign Exchange on December 6, 2002 shall be implemented.

The specific procedures for the corresponding items after they are canceled for verification and approval have been specified in the
laws and regulations promulgated by the State Administration of Foreign Exchange, which can be referred via the governmental website
of the State Administration of Foreign Exchange or from the Announcements of the State Administration of Foreign Exchange.

The State Administration of Foreign Exchange
2003-04-15

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CIRCULAR OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE CONCERNING DISTRIBUTING THE RULES FOR THE IMPLEMENTATION OF MEASURES FOR STATISTIC...

MEASURES OF THE CUSTOMS OF THE PEOPLE’S REPUBLIC OF CHINA CONCERNING SUPERVISION AND ADMINISTRATION ON PROCESSING TRADE ENTERPRISES THROUGH...

INTERIM PROVISIONS ON MERGERS AND ACQUISITIONS OF DOMESTIC ENTERPRISES BY FOREIGN INVESTORS

IMPLEMENTATION MEASURES OF THE MINISTRY OF CONSTRUCTION ON QUALIFICATION ADMINISTRATION IN THE ADMINISTRATIVE PROVISIONS ON ENTERPRISE MANAGEMENT OF CONSTRUCTION ENTERPRISES WITH FOREIGN INVESTMENT

CIRCULAR OF THE STATE ADMINISTRATION OF TAXATION CONCERNING TAX ADMINISTRATION ON PERMANENT REPRESENTATIVE OFFICES OF FOREIGN ENTERPRISES

CIRCULAR OF THE MINISTRY OF COMMERCE CONCERNING PRINTING AND DISTRIBUTING THE “SUPPLEMENTARY CIRCULAR ON RELATED ISSUES CONCERNING EXAMINING PROJECTS OF LABOR SERVICE COOPERATION WITH FOREIGN PARTIES”

CIRCULAR OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE FOR PRINTING AND DISTRIBUTING THE INTERIM MEASURES FOR DISPOSING THE BEHAVIORS OF FAILING TO GO THROUGH THE VERIFICATION PROCEDURES FOR IMPORT PAYMENTS AND EXPORT PROCEEDS WITHIN TIME LIMIT

MEASURES FOR THE ADMINISTRATION OF FOREIGN-INVESTED BOOKS, NEWSPAPERS AND MAGAZINES DISTRIBUTION ENTERPRISES

ADMINISTRATIVE RULES FOR RMB BANK SETTLEMENT ACCOUNTS

CIRCULAR OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE ON SUBMITTING THE STATEMENTS UNDER THE MEASURES FOR ADMINISTRATION OF THE REPORTS ON TRANSACTIONS OF LARGE-SUM AND DOUBTFUL FOREIGN EXCHANGE CAPITAL OF FINANCIAL INSTITUTIONS

ANNOUNCEMENT OF THE STATE ADMINISTRATION OF FOREIGN EXCHANGE

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